epicentre holding

EpiCentre Holdings Limited37 Jalan Permimpin, Clarus Centre

Block A, #08-02B, Singapore 577177

Tel: +65 6100 9100 Fax: +65 6101 9111

Annual Report 2011

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1

To be the Best Digital Lifestyle Store in Asia.

Delivering a delightful customer’s shopping

experience and providing value adds to our

stakeholders.

Total Commitment to Customers, unmatched

service excellence and innovative services

for their one stop Digital Lifestyle needs.

Innovation Learning Ownership

Vision Excellence Integrity Teamwork

This document has been prepared by the Company and its contents have been reviewed by the Company’s sponsor (“Sponsor”), Asian Corporate Advisors Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“Exchange”). The Company’s Sponsor has not independently verifi ed the contents of this document including the correctness of any of the fi gures used, statements or opinions made.

This document has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Mr Liau H.K.Telephone number: 6221 0271

Designed and produced by

(65) 6578 6522

Epicentre Holdings Limited

37 Jalan Pemimpin

#07-04 Clarus Centre

Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

Website: www.epicentreasia.com

11ANNUAL REPORT 2011 EPICENTRE HOLDINGS LIMITED

con

ten

ts.

corporateprofi leAs an Apple Premium Reseller (APR), EpiCentre is the first-mover to deliver not only a complete range of Apple

products, but also an industry leader in providing the most comprehensive variety of Apple and non-Apple

branded accessories and innovative services, as well as complementary products under its own proprietary

iWorld® brand.

Incorporated in Singapore in April 2002 and listed on Singapore Exchange in January 2008, EpiCentre is a pioneer in

taking IT retail away from the usual geek haunts to an upscale mall at Orchard Road. Headquartered in Singapore,

EpiCentre has regional presence in Singapore, Malaysia and China.

EpiCentre offers customers a one-stop shop digital lifestyle shopping experience where customers are encouraged

to touch, feel and test the range of Apple products offered. EpiCentre also provides after-sales support at its stores.

This includes the iConcierge – where support and guidance for Mac users can be obtained – and a trade-in service,

where Apple products can be brought in for valuation and traded-in for a new product.

The EpiCentre philosophy revolves around innovation because with it comes fresh, new and effective ideas, actions

and services, which will allow the brand to value-add to its customers, employees and stakeholders.

EpiCentre founder, Mr Jimmy Fong Teck Loon was

recently awarded the Overall Winner,

Top Entrepreneur of the Year 2011,

a Rotary-ASME Award.

Provide fresh, new & effective ideas, actions,

services & value add to our customers,

employees and stakeholders.

Provide fresh new & effective idea

innovationProvide fresh newProvide fresh new & effeProvide fresh new & effe

01 corporate profi le

02 chairman’s statement

05 fi nancial highlights

06 board of directors

09 awards and achievements

10 ten reasons to buy from EpiCentre

12 store listing

14 corporate information

16 group structure

17 corporate governance report

31 fi nancial statements

90 statistics of shareholdings

92 addendum

112 notice of annual general meeting

119 notice of book closure date

proxy form

EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2011

2EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2011

Dear Valued Shareholders,

FY 2011 has been a difficult year for the retail industry; fraught

with uncertainty in the external environment precipitated by the

fallout of the Euro crisis, the natural disasters in Queensland and

Japan regions, and most recently, the downgrade of US credit

ratings. Despite these challenges, Epicentre Holdings Limited

(“Epicentre” or the “Group”), has managed to thrive in the face

of adversity to forge ahead with yet another stellar performance.

I am delighted to announce the Group has managed to exceed

all expectations to mark an exceptional year, by turning in our

best ever showing capped with unprecedented record-breaking

achievements.

For the financial year ended 30 June 2011, the Group’s revenue

surged to an all-time high of 84.6 per cent to S$162.6 million.

Profit from operations is S$5.7 million, and net profit after tax is

represented by a stellar increase of 40.1 per cent or S$4.7 million.

This is largely attributed to a strong consumer sentiment and ever-

growing demand for Apple products, which contributed S$66.8

million, or 89.7 per cent to the overall increase in revenue.

Our operations in Malaysia has also racked up an equally vigorous

display by registering revenue of S$23.5 million, up more than

two-fold over S$10.5 million reported in the previous year.

In view of the Group’s profitable performance, I propose a full year

dividend of 5 cents per share, subject to shareholders’ approval of

the proposed final dividend of 4 cents per share.

Moving forward, the Group maintains a conscientious perspective

whilst widening our distribution network. This is reflected in our

current strategic agenda, which oversees the opening of 4 new

stores in Singapore and Malaysia by the end of FY 2012. The

Group remains cautiously optimistic over market prospects, due

to more revenue-generating Apple products, especially the highly

anticipated new iPods and iPhones expected to launch within the

near future. A reciprocally adequate number of stores will hold us

in good stead towards meeting this projected demand.

learninglearningContinuous learning.

Open learning and sharing

of knowledge with one another.

In addition, China has been earmarked as a key target market that

represents exponential potential for growth.

In tandem with the Group’s growth, we have embarked on

Customer Centric Initiative (CCI) – a national initiative by SPRING

Singapore – to develop and implement a Service Excellence

Management System based on the Business Excellence

Framework. In conjunction with this CCI, we are implementing a

Customer Relationship Management (CRM) programme to build

customer loyalty towards our brand.

Our continual efforts to bring an innovative retail experience to our

customers have resulted in a successful launch of the EpiCentre

App. In the mid-term, we aim to complete the transformation

from an Apple Premium Reseller to the holistic digital lifestyle

brand that we are, with plans in the pipeline for a boutique-style

concept store.

I also believe that when you are successful you should be

giving back to society. Being an advocate of corporate social

responsibility, we have recently adopted the Children’s Cancer

Foundation as our sponsored charity, and will be organising a

Charity Run in November.

Finally, I would like to express my heartfelt appreciation for the

constant commitment that our management and staff have

devoted to the Group. I would also like to thank all our customers,

suppliers and partners for their dedicated support over the years,

as we strive to add to our collaborative milestones towards

achieving greater mutual profitable successes. Most importantly,

I would like to thank the shareholders for their continued interest

and confidence in our Group, as well as all the Board members

for their invaluable insights and guidance.

chairman’sstatement Jimmy Fong Teck Loon

Executive Chairman and Chief Executive Offi cer

ANNUAL REPORT 2011 EPICENTRE HOLDINGS LIMITED

3

Operations Review

FY 2011 proved to be a good year for the Group with an

overall increase in revenue to S$162.6 million from S$88.1

million in FY 2010, registering an increase of 84.6 per cent.

Meanwhile, profit for FY 2011 rose to S$4.7 million from

S$3.4 million in the previous year, translating to a 40.1 per

cent increase. The increase in revenue can be attributed to a

strong and growing demand for Apple products, fuelled by

the launch of the iPad in FY 2011.

Singapore’s operations posted continued growth, with an

increase in revenue from S$77.5 million to S$139.1 million

in FY 2011. All six stores reported strong growth, aided by

the increase in revenue from third party complementary

products, whose sales was once again, propelled by the

growing demand for Apple products. Furthermore, two of the

stores opened in FY 2010 were in operations for the whole

period of FY 2011, leading to the increase in overall revenue.

In Malaysia, revenue from its operations in FY 2011 was S$23.5

million, more than double of the S$10.5 million it registered

in FY 2010. This is due to strong consumer sentiments and

a constant high demand for Apple products. Profit before

tax climbed 75.7 per cent from S$0.4 million in FY 2010 to

S$0.7 million in FY 2011 because of increase in revenue and

tight control over operating expenses.

Compared to FY 2010, inventory increased from S$8.1 million

to S$10.1 million in FY 2011. This is following the increase

in the number of stores. Also, an improvement in consumer

demand of Apple products was anticipated, leading to the

corresponding increase in inventory.

The ongoing sovereign debt crisis and uncertain recovery

in the US threaten to affect consumer sentiments and

performance in the existing countries that the Group operates

in. However, we will forge ahead, albeit along a cautious

approach, and focus on widening distribution networks in

existing markets. There are currently plans to open a minimum

of 4 new stores in Singapore and Malaysia while venturing

into the China market. The target is for 2 new stores to be

opened in Shanghai by the end of 2011 and possibly more

by mid 2012.

oooor the Group with an

666 million from S$88.1

eeease of 84.6 per cent.

tttto S$4.7 million from

nslating to a 40.1 per

can be attributed to a

eee products, fuelled by

nnnnued growth, with an

ooon to S$139.1 million

oooong growth, aided by

pppparty complementary

aaaain, propelled by the

uuuurthermore, two of the

eeeerations for the whole

aaase in overall revenue.

sss in FY 2011 was S$23.5

0.5 million it registered

ssssumer sentiments and

pppproducts. Profit before

million in FY 2010 to

ccccrease in revenue and

ased from S$8.1 million

fffofollowing the increase

ooovement in consumer

iiiipated, leading to the

nnnnd uncertain recovery

uumer sentiments and

hhhhat the Group operates

bbbbeit along a cautious

sssstribution networks in

ns to open a minimum

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oooor 2 new stores to be

0011 and possibly more


5

fi nancialhighlights

Net Profi t Attributable to Shareholders(S$M)

Revenue(S$M)

2011

162.6

2010

88.1

2009

65.0

2011

4.7

2010

3.4

2009

1.8

2011

24.2

2010

14.3

2009

10.9

2011

5.7

2010

4.1

2009

2.1

Gross Profi t(S$M)

Profi t Before Tax(S$M)

Take pride in your work; be accountable with your job.

Act on the best interests of the company.

Speed in execution and implementation.

Take pride in your work; be accoun

ownershipTake pride in your work;ake pride in your work

ownership



board ofdirectors

visionAbility to think and plan ahead

according to business needs.

Jimmy Fong Teck Loon

Executive Chairman &

Chief Executive Officer

Mr Fong is our Executive Chairman

and Chief Executive Officer and was

the founder of the Group. He began

his career in 1991 and worked with

Oversea-Chinese Banking Corporation

as an IT systems auditor before moving

on to hold various senior positions in

blue-chip companies such as Citibank,

Schlumberger Oilfield Services, Sun

Microsystems and I.B.M. World Trade Asia

Corporation. Prior to establishing our

Company in 2002, he was the Director

of Finance for the Asia Pacific region

with Intensia Asia Pacific. Appointed

to the Board on 9 April 2002, Mr Fong

is responsible for setting the strategic

direction, tracking the financial and

profitability growth of the Group, as well

as managing the business and overseeing

all aspects of the daily operations of

the Company. He holds a Bachelor of

Commerce and Administration from the

Victoria University of Wellington, and a

Master of Business Administration from

the Rutgers State University of New

Jersey. He was recently awarded the

Outstanding Entrepreneur Award at the

Asia Pacific Entrepreneurship Awards

2011; Overall Winner and Winner of EYA

for Info-Communications Technology

2011 at The Entrepreneur of the Year

2011 – a Rotary-ASME Award. He was

re-elected as the Director on 29 October

2010.

Brenda Yeo

Executive Director

Ms Yeo is our Executive Director who was

appointed to our Board on 21 February

2007. She was re-elected as a Director on

30 October 2008. She oversees the human

resource department of our Group and

has more than 10 years of experience in

human resource. In 2005, she first joined

our Group as a human resource executive

and was promoted to a personal assistant

in 2006. She holds a Diploma in Human

Resource Management from the

International Business and Management

Education Centre.


7

Siow Chee Keong

Lead Independent Director

Mr Siow is our Lead Independent Director

and was appointed to our Board on 10

December 2007. He was re-elected as

the Director on 30 October 2009. He has

many years of audit and management

experience in operations, business

systems, information technology, finance

and accounting with commercial and

financial organisations in Canada, USA,

England and Singapore. He is currently

the Managing Director of JF Virtus Pte.

Ltd. and offers audit, risk and consultancy

services to listed companies. Mr Siow

qualified as a Chartered Certified

Accountant with the Association of

Chartered Certified Accountants in 1981,

a Certified Internal Auditor with the

Institute of Internal Auditors Inc. in 1985,

a Certified General Accountants with

the Certified General Accountants of

Canada in 1990 and is a member of the

Institute of Certified Public Accountants

of Singapore. He graduated from the

University of Warwick, England, with a

Master of Business Administration. Mr

Siow is on the board of several listed

and private companies, and is a member

of the Singapore Institute of Directors.

The listed companies are Darco Water

Technologies Limited, CMZ Holdings

Limited, Sunvic Chemicals Holdings

Limited and Shanghai Asia Holdings

Limited.

Ron Tan Aik Ti

Independent Director

Mr Tan was appointed to our Board on

3 August 2010. He was re-elected as the

Director on 29 October 2010. Exercising

a wealth of experience in licensing,

merchandising, retail and distribution

markets, he is currently the Partner in

First Alverstone Partners and a Director of

Friven Asia Production, the exclusive Asian

licensee and merchandiser of the popular

Hi-5 Group. Friven Asia Production (FAP)

was acquired in March 2009 by a SGX-

listed company – Friven & Co. A former

Singapore Government’s Scholar, Mr Tan

has also served in various distinguished

and management positions at Media

Corporation of Singapore, LexisNexis Asia

Pacific in Singapore and Hong Kong, and

the Singapore Tourism Board/Economic

Development Board of Singapore. He

brings with him a balanced yet rare mix

of public, corporate, and entrepreneurial

experiences. Mr Tan holds a Bachelor of

Science degree from the University of

Hawaii, Manoa.

Azman Hisham Bin Jaafar

Independent Director

Mr Azman was appointed to our Board

on 3 November 2010. He is an Advocate

& Solicitor, and Partner of RHT Law LLP,

heading the firm’s Indonesia Practice.

He has advised and represented

clients in numerous transactions

involving mergers and acquisitions,

corporate finance, mining, and oil and

gas transactions in Singapore, China

and Indonesia. He fluently speaks and

writes Mandarin and Bahasa Indonesia,

and is a guest tutor at the National

University of Singapore Law Faculty’s

Legal Case Studies programme. He is

also a regular speaker at seminars on

mergers and acquisitions, initial public

offerings and regulatory compliance in

Singapore and Indonesia. Mr Azman was

named AsiaLaw Leading Lawyers 2009

– Capital Markets/Corporate Finance

and Corporate Governance. In 2007, he

was awarded a Public Service Medal

(Pingat Bakti Masyarakat, PBM) by the

President of the Republic of Singapore

in recognition of his contribution as a

councillor with Northeast Community

Development Council, from which

he recently received a Long Service

Award. He obtained LL.B (Hons) from

the National University of Singapore.

From left to right: Mr Siow Chee Keong, Ms Brenda Yeo, Mr Jimmy Fong Teck Loon, Mr Ron Tan Aik Ti, Mr Azman Hisham Bin Jaafar


9

awards and achievements

1 - The Entrepreneur of the Year 2011- A Rotary - ASME Award, Overall Winner

2 - The Entrepreneur of the Year 2011- A Rotary - ASME Award, Winner of EYA for

Info-Communications Technology

3 - Asia Pacifi c Entrepreneurship Awards 2011 - Outstanding Entrepreneurship Award

4 - Singapore Prestige Brand Award 2010 - Overall Winner, Promising Brand

5 - Apple South Asia Conference 2010 - Platinum Partner Award

6 - Singapore Prestige Brand Award 2009 - Promising Brand Winner

7 - Apple Top 3 Merchandising Award 2009

8 - Apple Top APR POS Asia 2008

9 - Apple Top POS Asia 2007

10 - Apple Best POS Asia 2006

11 - Best Apple Centre 2003 - Gold Singapore 2003

1

5

9 10 11

6 7 8

2 3 4



Membership

Privileges

Training

Workshops

Trade-in

Services

iConcierge

Services

30-Day Extended

Exchange Period

Best Value

Deals

Great

Locations

Latest and Widest

Range of Apple Accessories

Qualifi ed and Certifi ed

Mac Evangelists

Authorised

Repair Centre

reasons to buy from EpiCentre

excellencePerform 2Q & 1T.

Quality service to customers. Quantity to sales.

Transcend beyond job scope.


11



EpiCentre@Wheelock Place501 Orchard Road

#02-20/23, Wheelock Place

Singapore 238880

Tel : +65 6238 9378

EpiCentre@ION Orchard2 Orchard Turn

#B3-14, ION Orchard

Singapore 238801

Tel : +65 6509 5028

EpiCentre@Suntec City3 Temasek Boulevard

#02-179, Suntec City Mall

Singapore 038983

Tel : +65 6835 8168

EpiCentre@313 Somerset 313 Orchard Road,

#01-19/20, 313@Somerset

Singapore 238895

Tel: +65 6509 5043

EpiCentre@Yu Fashion GardenL126 & 127, Yu Fashion Garden,

No. 168 Middle Fangbang Road

Huangpu District

Shanghai

Tel : +86 21 3376 7500

Fax : +86 21 3376 7501

EpiCentre@Bugis Junction200 Victoria Street

#01-55/56/57, Bugis Junction

Singapore 188021

Tel : +65 6338 4855

EpiCentre@Marina Bay Sands 2 Bayfront Avenue #B2-100A

The Shoppes at Marina Bay Sands

Singapore 018972

Tel: +65 6688 7070

china

store listingsingapore


13

EpiCentre@Pavilion KL168 Jalan Bukit Bintang

Lot 5.24.07, Level 5, Pavilion

55100 Kuala Lumpur

Tel : +603 2141 6378

EpiCentre@Fahrenheit88Lot G-23 Ground Floor, Fahrenheit88

179 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel : +603 2143 8001/8002

Fax : +603 2143 8003

EpiCentre@Lim Kok Wing Campus Store Lot 27, Innovasi 1-1, Jalan Teknorat 1/1

63000, Cyberjaya,

Selangor Darul Ehsan

Tel: +603 83180300

EpiCentre@e@CurveLot G36 -38, Ground Floor

e@Curve, No. 2A, Jalan PJU 7/3

Mutiara Damansara

47810 Petaling Jaya

Tel : +603 7726 1006/2006

Fax : +603 7726 3006

EpiCentre@IOI Mall Lot E27 & 28, Ground Floor, IOI Mall,

Batu 9, Jalan Puchong, Bandar

Puchong Jaya 47100, Puchong,

Selangor Darul Ehsan

Tel: +603 8075 0870/0871

malaysia



FULL NAME OF COMPANY


COMPANY REGISTRATION NUMBER

200202930G

WEBSITE

www.epicentreasia.com

BOARD OF DIRECTORS

Jimmy Fong Teck Loon (Executive

Chairman and Chief Executive Officer)

Brenda Yeo (Executive Director)

Siow Chee Keong

(Lead Independent Director)

Ron Tan Aik Ti (Independent Director)


(Independent Director)

AUDIT COMMITTEE

Siow Chee Keong (Chairman)

Ron Tan Aik Ti


NOMINATING COMMITTEE

Azman Hisham Bin Jaafar (Chairman)


Ron Tan Aik Ti

Siow Chee Keong

REMUNERATION COMMITTEE

Ron Tan Aik Ti (Chairman)

Siow Chee Keong


REGISTERED OFFICE

37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

COMPANY SECRETARIES

Chew Kok Liang

Nathaniel Chelvarajah Vanniasingham

AUDITORS

BDO LLP

Public Accountants and

Certified Public Accountants

21 Merchant Road

#05-01, Royal Merukh S.E.A. Building

Singapore 058267

Partner-in-charge: Lew Wan Ming

(Appointed since financial year ended

30 June 2009)

SHARE REGISTRAR & SHARE

TRANSFER OFFICE

Boardroom Corporate & Advisory

Services Pte. Ltd.

50 Raffles Place

#32-01, Singapore Land Tower

Singapore 048623

Telephone: +65 6536 5355

Facsimile: +65 6536 1360

PRINCIPAL BANKERS

Oversea-Chinese Banking Corporation

Limited

Citibank, N.A., Singapore Branch

Standard Chartered Bank

corporate information

Be honest; keep to promise and

deliver as promised.

Be honest; keeBe honest; keep to promise aBe honest; keep to pBe honest; keep

integrity


15



SINGAPORE


37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

Epicentre Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

group of companies

groupstructure

Epicentre Solutions Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

Epi Lifestyle Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

MALAYSIA

Epicentre Lifestyle Sdn. Bhd.

Central Plaza Suite 1706

17th Floor, 34 Jalan Sultan Ismail,

Kuala Lumpur, Malaysia

Telephone: +603 2141 1787

Facsimile: +603 2141 3787

CHINA

Epicentre (Shanghai) Co., Ltd.

Pudong District

No 488 Yao Hua Road

Unit 1801A Shanghai, China

Telephone: +86 21 3376 7500

Facsimile: +86 21 3376 7501


Epicentre Pte. Ltd.

100%

Epicentre

Solutions Pte. Ltd.

100%

Epi Lifestyle

Pte. Ltd.

100%

Epicentre Lifestyle

Sdn. Bhd.

100%

Epicentre

(Shanghai) Co., Ltd.

70%

teamworkBe proactive to achieve

Company’s vision, mission & objective.

Trust in each other‘s professionalism.

corporate governance report


17

The Board of Directors (the “Board”) of Epicentre Holdings Limited (the “Company”) is committed to ensure that high standards

of corporate governance and transparency are practiced for the protection of shareholders’ interest.

This report outlines the corporate governance framework and practices of the Company with specific reference to the principles

and guidelines of the Singapore Code of Corporate Governance 2005 (the “Code”).

BOARD MATTERS

The Board’s conduct of its Affairs

Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is

collectively responsible for the success of the company. The Board works with Management to achieve

this and the Management remains accountable to the Board.

The Board oversees the business affairs of the Company. It carries out the function by assuming responsibility for effective

stewardship and corporate governance of the Company and the Group.

The primary role of the Board is to protect and enhance long-term shareholders’ value.

Generally, the responsibilities of the Board include:

• Set the corporate strategy and directions to the Group;

• Approve the policies, strategies and financial objectives of the Group;

• Establish and oversee the framework for internal controls and risk management and ensure good corporate

governance;

• Monitor the Board composition, Director selection and Board processes and performance;

• Review and monitor Executive Directors’ remuneration;

• Review business results including management performance, monitoring budgeting control and corrective actions (if

required);

• Approve annual budgets, major funding proposals, investment and divestment proposals; and

• Remove and appoint the Company Secretary.

Regular meetings are held to review the performance of the business and approve the public release of periodic financial

results. Ad-hoc meetings have been held to discuss certain matters as and when necessary.

Matters which specifically require Board approval are those involving material acquisitions and disposals of assets, corporate

or financial restructuring, dividends, share issuances and other shareholder matters.

Directors are updated regularly on key regulatory and accounting changes at Board meetings. Directors are encouraged to

undergo relevant training to enhance their skills and knowledge, especially on new laws and regulations affecting the Group’s

operations.




Board Committees

The Board has formed Board Committees namely the Audit Committee (“AC”), the Nominating Committee (“NC”) and the

Remuneration Committee (“RC”) to assist in carrying out and discharging its duties and responsibilities efficiently and

effectively.

These Committees function within clearly defined terms of reference and operating procedures and are reviewed on a regular

basis. The effectiveness of each Committee is also constantly reviewed by the Board.

The Chairman explained to the new Directors their duties and obligations before they come on board. However, no formal

letters have been given to newly appointed Directors. For good governance, the Company intends to formalize the letters of

appointment.

The attendance of the Directors’ and various Board Committees’ held as well as the frequency of such meetings during the

financial year ended 30 June 2011 are as follows:

Board

Audit

Committee

Remuneration

Committee

Nominating

Committee

Number of meetings held 4 2 4 2

Name of Director Number of meetings attended

Jimmy Fong Teck Loon 4 2* 3* 2

Brenda Yeo 4 2* 3* 2*

Siow Chee Keong 4 2 4 2

Ron Tan Aik Ti 4 2 4 2

Lee Keen Whye(1) 1 1 1 1

Liu Zhipeng(2) 1 1 1 1

Azman Hisham Bin Jaafar(3) 3 1 2 1

* By invitation

(1) Resigned on 29 October 2010

(2) Resigned on 5 January 2011

(3) Appointed on 3 November 2010

Besides the attendance at meetings, the Board also measures the contribution of Directors in other forms including periodic

reviews, provision of guidance and advice on various matters relating to the Group on an ongoing basis.



19

Board Composition and Balance

Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective

judgment on corporate affairs independently, in particular, from Management. No individual or small

group of individuals should be allowed to dominate the Board’s decision making.

The Board comprises three Independent Directors and two Executive Directors and the members are as follows:

Executive Directors

Mr Jimmy Fong Teck Loon Executive Chairman and Chief Executive Officer

Ms Brenda Yeo Executive Director

Non-Executive Directors

Mr Siow Chee Keong Lead Independent Director

Mr Ron Tan Aik Ti Independent Director

Mr Azman Hisham Bin Jaafar Independent Director

The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of

expertise and experience, and collectively possess the necessary core competencies for effective functioning and informed

decision-making.

The criterion for independence is based on the definition given in the Code. The Board considers an “independent” Director as

one who has no relationship with the Company, its related companies or officers that could interfere, or be reasonably perceived

to interfere, with the exercise of the Director’s independent judgment of the conduct of the Group’s affairs.

As at current date, Independent Directors comprise more than one-third of the Board’s composition. The Board has undertaken

a full review of its composition. It is of the opinion that, with a significant majority of the Directors being Non-Executive and

Independent Directors, the Board continues to exercise objective judgment independently of the Management.

Key information regarding the Directors is given in the “Board of Directors” section of the annual report. Particulars of interests

of Directors who held office at the end of the financial year in shares, warrants and share options in the Company and in related

corporations are set out in the Directors’ Report on pages 31 to 32 of the annual report.

Non-Executive Directors meet regularly without Management present.

Non-Executive Directors are encouraged to constructively challenge and help to develop the management reporting framework

and review management performance.




Chairman and Chief Executive Officer

Principle 3: There should be a clear division of responsibilities at the top of the company – the working of the Board

and the executive responsibility of the company’s business – which will ensure a balance of power and

authority, such that no one individual represents a considerable concentration of power.

The Board is of the view that it is in the best interests of the Group to adopt a single leadership structure, so as to ensure

the decision-making process of the Group would not be unnecessarily hindered. As such, the Board believes that there are

adequate safeguards in place against uneven concentration of power and authority in a single individual. The respective Board

Committees vet all major decisions made by the Chief Executive Officer (“CEO”).

Mr Jimmy Fong Teck Loon, is the Executive Chairman and CEO of the Company. As Chairman, he is primarily responsible for

overseeing the overall management and strategic development of the Company. He schedules Board meetings as and when

required and sets the agenda for the Board meetings. As the CEO, he formulates the policies and supervises the business

operations. He also sets guidelines and ensure the quality, quantity, accuracy, and the timelines of information flow between

the Board, Management and shareholders of the Company and also encourages the constructive relationship within the Board

between Executive and Non-Executive Directors, and between the Board and the Management.

The Company has also Mr Siow Chee Keong as its Lead Independent Director pursuant to the recommendation of the Code.

The Lead Independent Director serves as a principal liaison on Board issues between the Independent Directors and the

Chairman of the Board. The Lead Independent Director is available to shareholders who have concerns which contact through

the normal channels of the Chairman, CEO, Executive Directors or Chief Financial Officer have failed to resolve or for which

such contact is inappropriate.

The Chairman also assists to facilitate the effective contribution of Non-Executive Directors and promote high standard of

corporate governance taking into consideration of their expertise in different discipline.

Board Membership

Principle 4: There should be a formal and transparent process for the appointment of new directors to the

Board.

The NC comprises the following four members, three of whom are Independent Directors:

Mr Azman Hisham Bin Jaafar Chairman

Mr Jimmy Fong Teck Loon Member

Mr Siow Chee Keong Member

Mr Ron Tan Aik Ti Member



21

The NC functions under the terms of reference which sets out its responsibilities as follows:

• To recommend to the Board on all new Board appointments, re-appointments and re-nominations;

• To ensure that Independent Directors meet the Code’s guidelines and criteria;

• To assess the effectiveness of the Board as a whole and the effectiveness and contribution of each Director to the Board;

and

• To ensure that the Directors with multiple board representation commit adequately in carrying out his/her duties

effectively.

The independence of each Director is reviewed annually by the NC based on the Code’s definition of what constitute an

Independent Director.

The Company has in place policies and procedures for the appointment of new Directors including the description on the

search and nomination process. For the selection and appointment of new Directors, the NC makes recommendation based

on merit, track records, experience, age, capabilities, industry knowledge and other pertinent criterion.

The Articles of Association of the Company require one-third of the Board to retire from office at each Annual General Meeting

(“AGM”). Accordingly, the Directors will submit themselves for re-nomination and re-election at regular intervals of at least once

every three years. It was also provided in the Articles of Association of the Company that the Directors appointed during the

course of the year must retire and submit themselves for re-election at the next AGM following their appointments.

Board Performance

Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution

by each director to the effectiveness of the Board.

The NC examines the Board’s size to satisfy that it is appropriate for effective decision making, taking into account the nature

and scope of the Company’s operations.

The NC has in place an evaluation process for each Director to evaluate the performance of the Board which would be

reviewed by the NC. The NC also put in place a peer review of individual Director’s performance. The evaluation exercise on the

performance of the Board and the peer review evaluation of individual Director’s performance in FY 2011 were conducted.

Through the evaluation process and the intensity of participation by Directors/members at the Board and Board Committees

meetings and their quality of contribution, the NC is satisfied that the Directors are able to continue contributing effectively.

Ms Brenda Yeo, Executive Director and Mr Azman Hisham Bin Jaafar, Non-Executive Independent Director are due to retire

at the forthcoming AGM in accordance with the Articles of Association of the Company. Arising from the NC’s evaluation of

the Board and individual Director’s performance which among other factors, includes their attendance at Board meetings

and contributions to the Company, the NC recommends to the Board the nomination of these Directors for re-election at the

forthcoming AGM.




We noted that the performance evaluation should consider the performance of the Company’s share price over a five-year

period vis-à-vis the Singapore Straits Times Index. We did not adopt it and have instead bench mark the performance against

industry peers and adopt other criteria that include revenue growth year-on-year and gross margin as well as profit margin.

Access to Information

Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate

and timely information prior to board meetings and on an on-going basis.

All Directors are from time to time furnished with information concerning the Company to enable them to be fully cognizant

of the decisions and actions of the Company’s executive management. The Board has unrestricted access to the Company’s

records and information.

Senior members of Management staff are available to provide explanatory information in the form of briefings to the Directors

or formal presentations in attendance at Board meetings, or by external consultants engaged on specific projects.

The Board has separate and independent access to the Company Secretaries and to other senior Management executives of

the Company and of the Group at all times in carrying out their duties.

The Company Secretaries or their representatives attend all Board and Board Committees meetings and ensure that Board

procedures are followed and that applicable rules and regulations are complied with. The minutes of all Board Committees’

meetings are circulated to the Board.

Each Director has the right to seek independent legal and other professional advice, at the Company’s expense, concerning

any aspect of the Group’s operations or undertakings in order to fulfill their duties and responsibilities as Directors.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration

and for fixing the remuneration packages of individual directors. No director should be involved in

deciding his own remuneration.

The RC comprises the following three members, all of whom are Independent Directors:

Mr Ron Tan Aik Ti Chairman

Mr Siow Chee Keong Member

Mr Azman Hisham Bin Jaafar Member

The RC recommends to the Board a framework of remuneration for the Directors and Executive Officers, and determine specific

remuneration package for each Executive Director. The recommendations are submitted for endorsement by the Board.



23

All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses and benefits in kind, are

covered by the RC. Each RC member will abstain from voting on any resolution in respect of his remuneration package.

The main functions of the RC are:

• Review and recommend to the Board, a framework of remuneration packages and terms of employment of the Executive

Directors and key executives of the Company;

• Determine the specific remuneration package of each Executive Director; and

• Review the appropriateness of remuneration package awarded to Non-Executive Directors.

The recommendations of the RC would be submitted to the Board for endorsement. The RC is provided with access to

expert professional advice on remuneration matters as and when necessary. The expense of such services is borne by the

Company.

Level and Mix of Remuneration

Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed

to run the company successfully but companies should avoid paying more than is necessary for this

purpose. A significant proportion of executive directors’ remuneration should be structured so as to

link rewards to corporate and individual performance.

In setting the remuneration packages, the RC takes into consideration the remuneration and employment conditions within

similar industry and in comparable companies. As part of its review, the RC ensures that the performance related elements

of remuneration form a significant part of the total remuneration package of Executive Directors and is designed to align the

Directors’ interests with those of shareholders and link rewards to corporate and individual performance. The RC also reviews

all matters concerning the remuneration of Non-Executive Directors to ensure that the remuneration commensurate with the

contribution and responsibilities of the Directors.

The fee structure for Directors is assessed by the Board annually after benchmarking such fees against those in the public and

private sectors. The Company believes that the fees are competitive and its Directors are adequately compensated in line with

market norms.

None of the Non-Executive Directors has any service contracts with the Company and they receive remuneration by way of

Directors’ fees. These Directors’ fees are proposed by the Company as a lump sum to be approved by the shareholders at the

AGM.

The Executive Chairman and CEO had a service agreement which covers the terms of employment, salaries and other benefits.

It has a fixed term of five years with effect from 1 January 2011 and will continue for a further term of another five years unless

otherwise terminated by either party giving not less than 6 months’ notice in writing.




There is no service contract for the Executive Director, Ms Brenda Yeo. The Company has appointed AON Hewitt Consulting to

review the remuneration packages of the senior Management and the Executive Directors and they are in the midst of doing

it.

The Company has an existing performance share plan, namely, Epicentre Holdings Limited Share Plan (the “Plan”) for the eligible

participants. The Plan will provide eligible participants with an opportunity to participate in the equity of the Company and

to increase the Company’s flexibility and effectiveness in its continuing efforts to reward, retain and motivate employees to

improve their performance.

Disclosure on Remuneration

Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration,

and the procedure for setting remuneration, in the company’s annual report. It should provide

disclosure in relation to its remuneration policies to enable investors to understand the link between

remuneration paid to directors and key executives, and performance.

The details of the remuneration of Executive and Non-Executive Directors of the Company, disclosed in the relevant bands, for

services rendered during the financial year ended 30 June 2011 are as follows:

Remuneration Band

Fixed

Salary

Directors’

Fees

Performance Related

Income/Bonus Total

Above $750,000

Jimmy Fong Teck Loon 40% 2% 58% 100%

Between $250,000 to $500,000

Brenda Yeo 66% 7% 27% 100%

Below $250,000

Siow Chee Keong _ 100% – 100%

Ron Tan Aik Ti – 100% – 100%

Lee Keen Whye (resigned on 29 October 2010) _ 100% _ 100%

Liu Zhipeng (resigned on 5 January 2011) _ 100% _ 100%


(appointed on 3 November 2010) _ 100% _ 100%

The Code requires the disclosure of the remuneration of, at minimum, the top five executives who are not Directors and who

are within the remuneration band of $250,000. Given the highly competitive market the Company operates in, the names of

the top five executives are not disclosed.



25

The range of the gross remuneration of the top five key executives of the Group for the financial year ended 30 June 2011 is

shown below:

Remuneration Band Number of Key Executives

2011 2010

Below $250,000 5 5

Ms Brenda Yeo, Executive Director, is the spouse of Mr Jimmy Fong Teck Loon, Executive Chairman and the CEO as well as the

substantial shareholder.

Save as disclosed, no employee of the Group was an immediate family member of the Directors or Substantial Shareholders

whose remuneration has exceeded $150,000 during the financial year ended 30 June 2011.

ACCOUNTABILITY AND AUDIT

Accountability

Principle 10: The Board should present a balanced and understandable assessment of the company’s performance,

position and prospects.

The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full

disclosure of material information to shareholders in compliance with statutory requirements and the Listing Manual, Section

B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).

Price sensitive information is publicly released either before the Company meets with any group of investors or analysts or

simultaneously with such meetings. Financial results and annual reports are announced or issued within legally prescribed

periods.

In turn, Management of the Company provides the Board with balanced and understandable accounts of the Group’s

performance, financial position and business prospects on a quarterly basis.

Audit Committee

Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set

out its authority and duties.

The AC comprises the following three members, all of whom are Independent Directors:

Mr Siow Chee Keong Chairman

Mr Ron Tan Aik Ti Member

Mr Azman Hisham Bin Jaafar Member




The AC meets regularly with the Group’s external and internal auditors and its Management to review accounting, auditing

and financial reporting matters so as to ensure that an effective system of control is maintained in the Group.

The AC also monitors proposed changes in accounting policies, reviews the internal audit functions and discusses the

accounting implications of major transactions. In addition, it advises the Board regarding the adequacy of the Group’s internal

controls and the contents and presentation of its reports.

The Board considers that the members of the AC are appropriately qualified to fulfil their responsibilities as the members bring

with them invaluable managerial and professional expertise in the financial, legal and industry domain.

The AC functions under the terms of reference which sets out its responsibilities as follows:

• Review the audit plans of the external and internal auditors;

• Review the auditors’ reports and evaluate the Company’s and the Group’s system of internal controls;

• Review the effectiveness and adequacy of internal audit function which is outsourced to a professional firm;

• Review the co-operation given by the Company’s officers to the internal and external auditors;

• Review the financial statements of the Company’s and the Group before submission to the Board; and

• Nominate and review the appointment or re-appointment of external and internal auditors.

The AC has the power to conduct or authorise investigations into any matters within the AC’s scope of responsibility, which has

or is likely to have material impact on the Group’s operating and financial results. The AC is authorised to obtain independent

professional advice if it deems necessary in the discharge of its responsibilities. Such expenses are borne by the Company. Each

member of the AC abstains from voting any resolutions in respect of matters he is interested in.

The AC has full access to and co-operation of the Management and has full discretion to invite any Director or Executive Officer

to attend its meetings, and has been given reasonable resources to enable it to discharge its functions.

The AC meets with the external and internal auditors, separately without the presence of Management, at least once a year.

The AC reviews the independence of the external auditors annually. The AC, having reviewed the range and value of non-audit

services rendered by the external auditor, Messrs BDO LLP, was satisfied that the nature and extent of such services will not

prejudice the independence and objectivity of the external auditors. The AC recommended that Messrs BDO LLP be nominated

for re-appointment as auditors of the Company at the forthcoming AGM.

The Company confirms that it is in compliance with Rules 712, 715 and 716 of the Listing Manual Section B: Rules of Catalist

of the SGX-ST as the Company and its Singapore’s subsidiaries are audited by Messrs BDO LLP whilst its Malaysian subsidiary

is audited by BDO Malaysia.



27

In July 2010, the Singapore Exchange Limited and Accounting and Corporate Regulatory Authority had launched the “Guidance

to Audit Committees on Evaluation of Quality of Work performed by External Auditors” which aims to facilitate the AC in

evaluating the external auditors. Accordingly, the AC had evaluated the performance of the external auditors based on the

key indicators of audit quality set out in the guidance.

The Company has in place a whistle blowing framework, endorsed by the AC where employees of the Company may, in

confidence, raise concerns about possible corporate improprieties in matters of financial reporting or other matters and to

ensure that arrangements are in place for the independent investigations of such matters and for appropriate follow up actions.

The details of the whistle blowing policies and arrangements have been made available to all employees. As at the date of this

report, there was no report received through the whistle blowing mechanism.

Internal Controls

Principle 12: The Board should ensure that Management maintains a sound system of internal controls to safeguard

the shareholders’ investments and the company’s assets.

The Board ensures that the Management maintains a sound system of internal controls and effective risk management policies

to safeguard the shareholders’ investment and the Company’s assets and in this regard, is assisted by the AC which conducts

the reviews.

The AC ensures that a review of the adequacy and effectiveness of the Company’s internal controls, including financial,

operational and compliance controls and risk assessment, is conducted by the external auditors at least once a year to ensure

the adequacy thereof. The AC reviews the audit plans, and the findings of the auditors and ensures that the Company follows

up on the auditors’ recommendations raised, if any, during the audit process. Any material non-compliance or failures in internal

controls and recommendations for improvements are reported to the AC. The AC also reviews the effectiveness of the actions

taken by the Management on the recommendations made by the external auditors in this respect.

The Company has in place a system of internal control and risk management, the effectiveness of which are reviewed periodically

within the financial year of the Company, for ensuring proper accounting records and reliable financial information as well as

management of business risks with a view of safeguarding shareholders’ investments and the Company’s assets.

However, the Board notes that no system of internal controls could provide absolute assurance against the occurrence of

material errors, poor judgment in decision-making, human error, losses, fraud or other irregularities.

The Board with the concurrence of the AC is satisfied that there are adequate internal controls in place to address the financial,

operational and compliance risks with reasonable assurance. The Company has engaged the services of Ernst and Young

Advisory Pte. Ltd. as its internal auditor to review that these controls are in place.




Internal Audit

Principle 13: The Company should establish an internal audit function that is independent of the activities it

audits.

The Company has outsourced the internal audit functions of the Group to Ernst and Young Advisory Pte. Ltd. a professional

accounting firm providing internal audit, risk and compliance services. The internal auditors report directly to the AC on all

internal audit matters though administratively, the internal auditor liaises with the Chief Financial Officer.

The internal auditors are responsible for evaluating the reliability, adequacy and effectiveness of the internal controls and risk

management processes of the Group, assisting the AC in the review of interested person transactions and ensuring that the

internal controls of the Group is adequate in proper recording of transactions and safeguarding the assets of the Group. The

internal auditors will also carry out major internal control checks and compliance tests as instructed by the AC. The AC will

review the internal auditors’ reports and ensure that there are adequate internal controls within the Group.

The AC, on an annual basis, will assess the effectiveness of the internal audit by examining the scope of the internal audit work

and its independence, the internal auditors’ reports and its relationship with the external auditors to ensure that the internal

auditors has the necessary resources to adequately perform its functions.

The AC will ensure that the internal auditors meet or exceed the standards set by recognised professional bodies including the

Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.

Communications with Shareholders

Principle 14: Companies should engage in regular, effective and fair communication with shareholders.

Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders

the opportunity to communicate their views on various matters affecting the company.

In line with continuous obligations of the Company under the Listing Manual, Section B: Rules of Catalist of the SGX-ST, the

Board’s policy is that all shareholders be informed of all major developments that impact the Group.

The Company believes that a high standard of disclosure is keys to raising the level of corporate governance. Interim and

full year results and news releases are published through the SGXNet. All information of the Company’s new initiatives is first

disseminated via SGXNet followed by a news release.

A copy of the Annual Report is sent to every shareholder. The Notice of AGM is advertised in the press and released via SGXNet.

Separate resolutions on each distinct issue are proposed at general meetings for approval.

In accordance with the Articles of Association of the Company, shareholders may appoint one or two proxies to attend and

vote at general meetings in their absence. All shareholders are allowed to vote in person or by proxy. Central Provident Fund

investors of the Company’s securities may attend shareholders’ meetings as observers provided they have submitted to do so

with the agent banks within the specified time frame.



29

Shareholders are encouraged to attend the general meetings to ensure a high level of accountability and to stay apprised of

the Group’s strategy and goals. At general meetings of the Company, shareholders are given the opportunity to air their views

and ask the Directors and Management questions regarding the Group and its businesses. The Chairmen of the AC, NC and RC

are normally available at the meetings to answer any question relating to the work of these Committees. The external auditors

are also present to assist the Board in addressing any relevant queries by the shareholders.

DEALINGS IN SECURITIES

The Company is guided by Rule 1204(19) of the Listing Manual Section B: Rules of Catalist of the SGX-ST in relation to the

dealings in securities of the Company to its Directors and Management.

The Company has in place a policy to prohibit the Directors, key executives and employees who have access to unpublished

material price sensitive information from dealing in Company’s securities. They are advised not to deal in the Company’s

securities for the period of one month immediately preceding the announcement of the Company’s half year financial results

and full year financial results and ending on the date of announcement of such results on the SGX-ST, or when they are in

possession of the unpublished price sensitive information of the Group. In addition, the Directors, key executives and employees

are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.

They are also discouraged from dealing in the Company’s shares on short term considerations.

INTERESTED PERSON TRANSACTIONS

The Company has established internal control policy to ensure that transactions with interested persons are properly reviewed,

approved and conducted at arm’s length basis.

The following is the aggregate value of all transactions with interested persons (as defined in Chapter 9 of the Listing Manual

Section B: Rules of Catalist of the SGX-ST) for the financial year ended 30 June 2011:

Name of interested person Aggregate value of all interested

person transactions during the

financial year under review

(excluding transactions conducted

under shareholders’ mandate

pursuant to Rule 920)

S$

Aggregate value of all interested

person transactions conducted

under shareholders’ mandate

pursuant to Rule 920

(excluding transactions

less than $100,000)

S$

– – –

MATERIAL CONTRACTS

There are no material contracts to which the Company or any of its subsidiary, is a party and which involve the interests of

the CEO, any Director or the controlling shareholder, were subsisting at the end of the financial year ended 30 June 2011 or

entered into since the date of listing of the Company.




RISK MANAGEMENT

The Board, through its AC, manages the risk profile of the Company. In line with this, it has requested the Chief Financial

Officer to highlight key risk areas of the Group’s various businesses and review risk treatments on a regular basis. In addition,

the internal auditors are engaged to develop a risk-based internal audit plan to review financial, operational and compliance

risks across the Group.

Business Risk

The Group is primarily engaged in retailing of Apple branded and proprietary brands of electronics consumer products. Its

revenue is affected by economic sentiment, consumer spending and market acceptance of the newly launched products in

various geographical regions in which the Group operates. In view of this, SWOT analysis is used to regularly review the ongoing

viability of our retail network and how market share may be maintained/increased.

Financial Risk

The Group maintains sufficient cash reserves to meet its obligations as and when it falls due. The bulk of the Group’s purchases

are denominated in US Dollar. In order to minimize the Group’s exposure to foreign currency fluctuation, it engages in foreign

currency hedging based on purchase commitments.

CATALIST SPONSOR

No non-sponsored fee was paid to the Sponsor during the financial year ended 30 June 2011.

report of the directors


31

The Directors of the Company present their report to the members together with the audited financial statements of the Group

for the financial year ended 30 June 2011 and the statement of financial position of the Company as at 30 June 2011.

1. Directors

The Directors of the Company in office at the date of this report are:


Brenda Yeo

Siow Chee Keong

Ron Tan Aik Ti

Azman Hisham Bin Jaafar (Appointed on 3 November 2010)

2. Arrangements to enable Directors to acquire shares or debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose

object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in or

debentures of the Company or any other body corporate.

3. Directors’ interests in shares or debentures

According to the Register of Directors’ Shareholdings kept by the Company for the purpose of Section 164 of the

Singapore Companies Act, Cap. 50 (the “Act”), none of the Directors of the Company who held office at the beginning

and end of the financial year had any interests in the shares or debentures of the Company or its related corporations

except as detailed below:

Shareholdings registered

in the name of Directors

Shareholdings in which Directors

are deemed to have an interest

Balance at

1 July 2010

Balance at

30 June 2011

Balance at

1 July 2010

Balance at

30 June 2011

Number of ordinary shares

Company

Jimmy Fong Teck Loon 50,369,800 50,369,800 630,000 630,000

Brenda Yeo 630,000 630,000 50,369,800 50,369,800

Siow Chee Keong 100,000 100,000 – –

Lee Keen Whye

(resigned on 29 October 2010) 100,000 100,000 – –

Lui Zhipeng

(resigned on 5 January 2011) 100,000 100,000 – –




3. Directors’ interests in shares or debentures (Continued)

By virtue of Section 7 of the Act, Jimmy Fong Teck Loon and Brenda Yeo are deemed to have interests in the shares of

all the subsidiaries of the Company as at the end of the financial year. Jimmy Fong Teck Loon is deemed to be interested

in the shares held by his wife, Brenda Yeo, and vice versa.

In accordance with the continuing listing requirements of the Singapore Exchange Securities Trading Limited (“SGX-ST”),

the Directors of the Company state that, according to the Register of Directors’ Shareholdings, the Directors’ interests

as at 21 July 2011 in the shares of the Company have not changed from those disclosed as at 30 June 2011.

4. Directors’ contractual benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive a

benefit which is required to be disclosed under 201(8) of the Act, by reason of a contract made by the Company or by

a related corporation with the Director of the Company or with a firm of which he is a member, or with a company in

which he has a substantial financial interest, except as disclosed in the financial statements.

5. Share options

At the Extraordinary General Meeting held on 29 June 2010, the shareholders of the Company approved the Epicentre

Holdings Limited Performance Share Plan (the “Scheme”). In relation to the Scheme, the Company will grant shares of

the Company (“Awards”) to eligible Group employees and Non-Executive Directors (“Participants”). Awards represent the

right of a Participant to receive fully paid ordinary shares of the Company (“Shares”) free of charge, upon the Participant

achieving prescribed performance targets. Awards may only be vested and consequently any Shares comprised in such

Awards shall only be delivered upon the Committee’s (as defined below) satisfaction that the prescribed performance

targets have been achieved.

Awards may be granted at any time in the course of a financial year provided that in the event that an announcement

on any matter of any exceptional nature involving unpublished price sensitive information is imminent. Awards may

only be vested and hence any Shares comprised in such Awards may only be delivered on or after the second market

day from the date on which the aforesaid announcement is made.

The Scheme is administered by the Remuneration Committee.

There were no share options granted by the Company or its subsidiaries during the financial year under the scheme.

There were no shares issued during the financial year by virtue of the exercise of options to take up unissued shares

of the Company or its subsidiaries.

There were no unissued shares of the Company or its subsidiaries under options as at the end of the financial year

under the scheme.



33

6. Audit committee

The Audit Committee comprises the following members, who are all Non-Executive Directors and Independent Directors.

The members of the Audit Committee during the financial year and at the date of this report are:

Siow Chee Keong (Chairman)

Ron Tan Aik Ti


The Audit Committee performs the functions specified in Section 201B (5) of the Act. In performing those functions, the

Audit Committee reviewed the audit plans and the overall scope of examination by the external and internal auditors

of the Group and of the Company. The Audit Committee also reviewed the independence of the external and internal

auditors of the Company and the nature and extent of the non-audit services provided by the external auditors.

The Audit Committee also reviewed the assistance provided by the Company’s officers to the external auditors and the

consolidated financial statements and the statement of financial position of the Company as well as the Independent

Auditors’ Report thereon prior to their submission to the Directors of the Company for adoption and reviewed the

interested person transactions as defined in Chapter 9 of the Listing Manual Section B: Rules of Catalist of the SGX-ST.

The Audit Committee has full access to and has the co-operation of the management and has been given the resources

required for it to discharge its function properly. It has also full discretion to invite any Director and executive officer to

attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the Board of Directors the nomination of Messrs BDO LLP, for re-appointment

as auditors of the Company at the forthcoming Annual General Meeting. The Audit Committee has carried out an

annual review of non-audit services provided by the external auditors to satisfy itself that the nature and extent of

such services will not prejudice the independence and objectivity of the external auditors prior to recommending their

recommendation.

7. Auditors

The auditors, Messrs BDO LLP, have expressed their willingness to accept re-appointment.

On behalf of the Board of Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

22 September 2011

statement by directors



In the opinion of the Board of Directors,

(a) the accompanying financial statements comprising the statements of financial position of the Group and of the

Company, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows together with the notes thereon are properly drawn up in accordance with the

provisions of the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards so as to give a true

and fair view of the state of affairs of the Group and of the Company as at 30 June 2011 and of the results, changes in

equity and cash flows of the Group for the financial year ended on that date; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts

as and when they fall due.

On behalf of the Board of Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

22 September 2011

independent auditors’ report


35

TO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED

Report on the financial statements

We have audited the accompanying financial statements of Epicentre Holdings Limited (the “Company”) and its subsidiaries

(the “Group”) which comprise the statements of financial position of the Group and of the Company as at 30 June 2011, the

consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement

of cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory

information, as set out on pages 37 to 89.

Management’s responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with

the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards, and for

devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets

are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are

recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain

accountability of assets.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in

accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control

relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

independent auditors’ report



TO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED

Report on the financial statements (Continued)

Opinion

In our opinion, the accompanying financial statements of the Group and the statement of financial position of the Company

are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give

a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2011 and of the results, changes in

equity and cash flows of the Group for the financial year ended on that date.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries

incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the

Act.

BDO LLP

Public Accountants and

Certified Public Accountants

Singapore

22 September 2011

statements of fi nancial position


37

AS AT 30 JUNE 2011

Group Company

Note 2011 2010 2011 2010

$’000 $’000 $’000 $’000

Non-current assets

Club membership 4 223 – 223 –

Plant and equipment 5 2,510 1,860 900 146

Investments in subsidiaries 6 – – 1,120 980

2,733 1,860 2,243 1,126

Current assets

Inventories 7 10,137 8,065 – –

Trade and other receivables 8 5,841 5,943 6,496 9,645

Prepayments 493 387 76 219

Derivative financial instruments 9 – 45 – 45

Cash and cash equivalents 10 14,870 10,994 3,124 3,492

31,341 25,434 9,696 13,401

Less:

Current liabilities

Trade and other payables 11 12,967 8,733 450 579

Provisions 12 135 139 50 54

Derivative financial instruments 9 14 – 6 –

Finance lease payables 13 35 6 35 6

Current income tax payable 913 575 – 9

14,064 9,453 541 648

Net current assets 17,277 15,981 9,155 12,753

Less:

Non-current liabilities

Finance lease payables 13 200 1 200 1

Deferred tax liabilities 14 78 78 15 15

278 79 215 16

19,732 17,762 11,183 13,863

Equity

Share capital 15 6,709 6,709 6,709 6,709

Foreign currency translation

(account)/reserve 16 (2) 26 – –

Retained earnings 12,989 11,027 4,474 7,154

Equity attributable to owners

of the parent 19,696 17,762 11,183 13,863

Non-controlling interest 36 – – –

Total equity 19,732 17,762 11,183 13,863

The accompanying notes form an integral part of these financial statements.

consolidated statement of comprehensive income



FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011

. Note 2011 2010

$’000 $’000

Revenue 17 162,603 88,082

Cost of sales (138,397) (73,768)

Gross profit 24,206 14,314

Other items of income

Interest income 13 14

Other income 18 1,365 1,395

Other items of expense

Administrative expenses (15,313) (8,776)

Selling and distribution costs (4,541) (2,850)

Profit before income tax 19 5,730 4,097

Income tax expense 20 (983) (709)

Profit for the financial year 4,747 3,388

Other comprehensive income

Foreign currency differences on translation of foreign operations (30) 23

Income tax relating to components of other comprehensive income – –

Other comprehensive income for the financial year, net of tax (30) 23

Total comprehensive income for the financial year 4,717 3,411

Profit attributable to:

Owners of the parent 4,767 3,388

Non-controlling interest (20) –

4,747 3,388

Total comprehensive income attributable to:

Owners of the parent 4,739 3,411

Non-controlling interest (22) –

4,717 3,411

Earnings per share (in cents)

– Basic and diluted 21 5.10 3.62


consolidated statement of changes in equity


39


Group Note

Share

capital

Foreign

currency

translation

(account)/

reserve

Retained

earnings

Equity

attributable

to owners

of the

parent

Non-

controlling

interest

Total

equity

$’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 July 2010 6,709 26 11,027 17,762 – 17,762

Profit for the financial year – – 4,767 4,767 (20) 4,747


for the financial year

Foreign currency differences

on translation of foreign

operations, net of tax – (28) – (28) (2) (30)

Total comprehensive income

for the financial year – (28) 4,767 4,739 (22) 4,717

Distribution to owners

of the parent

Dividends 22 – – (2,805) (2,805) – (2,805)

Transactions with the

non-controlling interest

Attributable to incorporation

of a subsidiary – – – – 58 58

Balance at 30 June 2011 6,709 (2) 12,989 19,696 36 19,732

Balance at 1 July 2009 6,709 3 7,639 14,351 – 14,351

Profit for the financial year – – 3,388 3,388 – 3,388


for the financial year

Foreign currency differences

on translation of foreign

operations, net of tax – 23 – 23 – 23

Total comprehensive income

for the financial year – 23 3,388 3,411 – 3,411

Balance at 30 June 2010 6,709 26 11,027 17,762 – 17,762


consolidated statement of cash fl ows




Note 2011 2010

$’000 $’000

Operating activities

Profit before income tax 5,730 4,097

Adjustments for:

Allowance for inventory obsolescence 31 –

Bad third parties trade receivables written off 23 –

Changes in value of derivative financial instruments 59 –

Depreciation of plant and equipment 996 596

Interest income (13) (14)

Loss on disposals of plant and equipment 1 –

Inventories written off 72 53

Plant and equipment written off 4 –

Write-back of allowance for doubtful third parties trade receivables – (7)

Reversal of provision for reinstatement cost unutilised (30) –

Operating cash flows before working capital changes 6,873 4,725

Working capital changes:

Inventories (2,290) (2,926)

Trade and other receivables 56 (2,365)

Prepayments (108) (122)

Trade and other payables 4,279 1,502

Cash generated from operations 8,810 814

Interest received 13 14

Income taxes paid (644) (399)

Net cash from operating activities 8,179 429

Investing activities

Purchase of club membership (223) –

Purchase of plant and equipment (1,286) (1,896)

Issue of shares to non-controlling interest 58 –

Net cash used in investing activities (1,451) (1,896)

Financing activities

Dividends paid (2,805) –

Decrease in fixed deposits pledged 1,713 585

Repayment of finance lease payables (16) (6)

Net cash (used in)/from financing activities (1,108) 579

Net change in cash and cash equivalents 5,620 (888)

Cash and cash equivalents at beginning of financial year 9,281 10,139

Effects of exchange rate changes on cash and cash equivalents (31) 30

Cash and cash equivalents at end of financial year 10 14,870 9,281


notes to the fi nancial statements


41


These notes form an integral part of and should be read in conjunction with the financial statements.

1. General corporate information

The consolidated financial statements of the Group and the statement of financial position of the Company for

the financial year ended 30 June 2011 were authorised for issue in accordance with a Directors’ resolution dated

22 September 2011.

The Company is a public limited company, incorporated and domiciled in Singapore. The principal place of business

and registered office is at 37 Jalan Pemimpin #07-04 Clarus Centre, Singapore 577177. The Company’s registration

number is 200202930G.

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries are set out in Note 6 to the financial statements.

2. Summary of significant accounting policies

2.1 Basis of preparation of financial statements

The financial statements have been prepared in accordance with the provisions of the Singapore Companies

Act, Cap. 50 and Singapore Financial Reporting Standards (“FRS”). The financial statements are presented in

Singapore dollar and all values are rounded to the nearest thousand ($’000) except when otherwise indicated.

The financial statements have been prepared under the historical cost convention, except as disclosed in the

accounting policies below.

The preparation of financial statements in conformity with FRS requires the management to exercise judgement

in the process of applying the Group’s and the Company’s accounting policies and requires the use of accounting

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent

assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses

during the financial year. Although these estimates are based on the management’s best knowledge of historical

experience and other factors, including expectations of future events that are believed to be reasonable under

the circumstances, actual results may ultimately differ from those estimates. The estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial

year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the

revision and future financial years if the revision affects both current and future financial years.

Critical accounting judgements and key sources of estimation uncertainty used that are significant to the financial

statements are disclosed in Note 3 to the financial statements.





2. Summary of significant accounting policies (Continued)

2.1 Basis of preparation of financial statements (Continued)

During the financial year, the Group and the Company adopted the new or revised FRS and Interpretations of

FRS (“INT FRS”) that are relevant to their operations and effective for the current financial year. Changes to the

Group’s and the Company’s accounting policies have been made as required in accordance with the relevant

transitional provisions in the respective FRS and INT FRS. The adoption of the new or revised FRS and INT FRS

did not result in any substantial changes to the Group’s and the Company’s accounting policies and has no

material effect on the amounts reported for the current and prior financial years.

FRS and INT FRS issued but not yet effective

As at the date of the authorisation of these financial statements, the Group and the Company have not adopted

the following FRS and INT FRS that have been issued but not yet effective:

Effective date

(Annual periods

beginning on or after)

FRS 1 : Am endments to FRS 1 – Presentation of Items of Other

Comprehensive Income *

1 July 2012

FRS 12 : Am endments to FRS 12 – Deferred Tax: Recovery of Underlying

Assets

1 January 2012

FRS 19 : Employee Benefits (Revised) * 1 January 2013

FRS 24 : Related Party Disclosures (Revised) 1 January 2011

FRS 27 : Separate Financial Statements * 1 January 2013

FRS 28 : Investments in Associates and Joint Ventures * 1 January 2013

FRS 101 : Am endments to FRS 101 – Severe Hyperinflation and Removal of

Fixed Dates for First-time Adopters

1 July 2011

FRS 107 : Am endments to FRS 107 Disclosures – Transfers of Financial

Assets

1 July 2011

FRS 110 : Consolidated Financial Statements * 1 January 2013

FRS 111 : Joint Arrangements * 1 January 2013

FRS 112 : Disclosure of Interests in Other Entities * 1 January 2013

FRS 113 : Fair Value Measurement * 1 January 2013

INT FRS 114 : Am endments to INT FRS 114 – Prepayments of a Minimum

Funding Requirement

1 January 2011

INT FRS 115 : Agreements for the Construction of Real Estate 1 January 2011

Singapore Financial Reporting Standards for Small Entities 1 January 2011

* Issued on 20 September 2011



43



2.1 Basis of preparation of financial statements (Continued)

Consequential amendments were also made to various standards as a result of these new or revised

standards.

The Group and the Company expect that the adoption of the above FRS and INT FRS, if applicable, will have no

material impact on the financial statements in the period of initial adoption, except as discussed below.

FRS 24 (2010) Related Party Disclosures

FRS 24 (2010) changes certain requirements for related party disclosures for entities under control, joint control

or significant influence of a government (“government-related entities”). FRS 24 (2010) also made related party

relations symmetrical between each of the related parties and new relationships were included and clarified in the

definition of a related party. The Group and the Company will apply the amendments to FRS 24 retrospectively

for annual periods beginning on 1 July 2011 and is currently determining the impact of the changes to the

definition of a related party on the related disclosures. As this is a disclosure standard, it will have no impact on

the financial position or financial performance of the Group and the Company when implemented.

On 20 September 2011, the Accounting Standards Council has issued certain new and revised FRS. The Group

and the Company are currently determining the impact of these new and revised FRS on the financial statements

upon initial adoption.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries.

Subsidiaries are entities over which the Company has the power to govern the financial operating policies,

generally accompanied by a shareholding giving rise to the majority of the voting rights, as to obtain benefits

from their activities.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective

date on which control ceases.

Intra-group balances and transactions and any unrealised gains and losses arising from intra-group transactions

are eliminated on consolidation.






2.2 Basis of consolidation (Continued)

The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company,

using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure

consistency with the policies adopted by other members of the Group.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling

interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’

proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement

basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-

controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’

share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests

even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity

transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to

reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which

the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised

directly in equity and attributed to owners of the parent.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference

between (i) the aggregate of the fair value of the consideration received and the fair value of any retained

interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary

and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation

to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings)

in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of

any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on

initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and Measurement or,

when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

Investments in subsidiaries are carried at cost less any impairment loss in the Company’s statement of financial

position.



45



2.3 Business combinations

Business combinations from 1 July 2010

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is

measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or

assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related

costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent

consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values

are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below).

All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are

accounted for in accordance with relevant FRS. Changes in the fair value of contingent consideration classified

as equity are not recognised.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition

under FRS 103 are recognised at their fair values at the acquisition date, except for non-current assets (or

disposal groups) that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale

and Discontinued Operations, which are recognised and measured at the lower of cost and fair value less costs

to sell.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity

are re-measured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting

gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the

acquisition date that have previously been recognised in other comprehensive income are reclassified to profit

or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition

under FRS 103 are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements

are recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefits

respectively;

• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based

payment awards are measured in accordance with FRS 102 Share-based Payment; and

• assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-current

Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.






2.3 Business combinations (Continued)

Business combinations from 1 July 2010 (Continued)

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the

combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.

Those provisional amounts are adjusted during the measurement period (see below), or additional assets or

liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of

the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete

information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum

of one year.

Goodwill arising on acquisition is recognised as an asset at the acquisition date and initially measured at cost,

being the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the

acquiree and the fair value of the acquirer previously held equity interest (if any) in the entity over net acquisition-

date fair value amounts of the identifiable assets acquired and the liabilities assumed.

If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable net assets exceeds

the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the

fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised

immediately in profit or loss as a bargain purchase gain.

Business combinations before 1 July 2010

In comparison to the above mentioned requirements, the following differences applied:

Business combinations are accounted for by applying the purchase method. Transaction costs directly

attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known

as minority interest) was measured at the proportionate share of the acquiree’s identifiable net assets.

Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values

relating to previously held interests are treated as a revaluation and recognised in equity.

When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree are

not reassessed on acquisition unless the business combination results in a change in the terms of the contract

that significantly modifies the cash flows that would otherwise be required under the contract.

Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic

outflow was probable and a reliable estimate was determinable. Subsequent measurements to the contingent

consideration affected goodwill.



47



2.4 Plant and equipment

Plant and equipment are initially stated at cost. Subsequent to initial recognition, plant and equipment are stated

at cost less accumulated depreciation and any accumulated impairment losses. The cost of plant and equipment

includes its purchase price and any costs directly attributable to bringing the asset to the location and condition

necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal

or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement,

removal or restoration is incurred as a consequence of acquiring or using the plant and equipment.

Subsequent expenditure relating to the plant and equipment that has already been recognised is added to the

carrying amount of the asset when it is probable that the future economic benefits, in excess of the standard

of performance of the asset before the expenditure was made, will flow to the Group and the Company and

the cost can be measured. Other subsequent expenditure is recognised as an expense during the financial year

in which it is incurred.

Depreciation is calculated on the straight-line method so as to allocate the depreciable amounts of the plant

and equipment over their estimated useful lives as follows:

Years

Demo equipment 3

Office equipment 3

Furniture and fittings 3

Renovation 3

Motor vehicles 7 to 10

The carrying values of plant and equipment are reviewed for impairment when events or changes in

circumstances indicate that the carrying values may not be recoverable.

The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as appropriate,

at the end of each reporting period.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned

assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset

shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the

difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or

loss.

Fully depreciated plant and equipment are retained in the financial statements until they are no longer in

use.






2.5 Club membership

The club membership right is initially recorded at cost and is subsequently measured at cost less accumulated

impairment loss, if any.

2.6 Impairment of non-financial assets

At the end of each reporting period, the Group and the Company review the carrying amounts of their

non-financial assets to determine whether there is any indication that those assets have suffered an impairment

loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine

the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an

individual asset, the Group and the Company estimate the recoverable amount of the cash-generating unit to

which the asset belongs.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and

its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks

specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,

the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment

loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which

case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is

increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not

exceed the carrying amount that would have been determined had no impairment loss been recognised for the

asset (cash-generating unit) in prior financial years. A reversal of an impairment loss is recognised immediately

in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the

impairment loss is treated as a revaluation increase.

2.7 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined on a “first-in, first-out” basis and includes all costs of purchase, costs of conversion and other

costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price at which inventories can be realised in the ordinary course

of business and cost incurred in marketing and distribution. When necessary, allowance is made for obsolete,

slow-moving and defective inventories to adjust the carrying value of those inventories to the lower of cost

and net realisable value.



49



2.8 Financial instruments

Financial assets and financial liabilities are recognised on the Group’s and the Company’s statements of financial

position when the Group and the Company become parties to the contractual provisions of the instruments.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and

allocating the interest income or expense over the relevant period. The effective interest rate exactly discounts

estimated future cash receipts or payments (including all fees on points paid or received that form an integral

part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life

of the financial instrument, or where appropriate, a shorter period, to the net carrying amount of the financial

instrument. Income and expense are recognised on an effective interest basis for debt instruments other than

those financial instruments at fair value through profit or loss.

Financial assets

All financial assets are recognised on a trade date where the purchase of a financial asset is under a contract

whose terms require delivery of the financial asset within the timeframe established by the market concerned,

and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at

fair value through profit or loss, which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets at fair value through profit or

loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets. The classification

depends on the nature and purpose for which these financial assets were acquired and is determined at the

time of initial recognition.

Loans and receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in active market are

classified as loans and receivables. Loans and receivables are measured at amortised cost, using the effective

interest method less impairment loss. Interest is recognised by applying the effective interest method, except

for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets are assessed for indications of impairment at the end of each reporting period. Financial assets are

impaired where there is objective evidence that, as a result of one or more events that occurred after the initial

recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the

asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective

interest rate.






2.8 Financial instruments (Continued)

Impairment of financial assets (Continued)

The carrying amounts of all financial assets are reduced by the impairment loss directly with the exception of

trade receivables where the carrying amount is reduced through the use of an allowance account. Changes in

the carrying amount of the allowance account are recognised in profit or loss.

The amount of the impairment loss decreases and the decrease can be related objectively to an event occurring

after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit

or loss to the extent the carrying amount of the investment at the date the impairment loss is reversed does

not exceed what the amortised cost would have been had the impairment loss not been recognised.

The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows

from the asset expire, or they transfer the financial asset and substantially all the risks and rewards of ownership

of the asset to another entity. If the Group and the Company neither transfer nor retain substantially all the risks

and rewards of ownership of the financial asset and continue to control the transferred asset, the Group and the

Company recognise their retained interest in the asset and an associated liability for amounts they may have to

pay. If the Group and the Company retain substantially all the risks and rewards of ownership of a transferred

financial asset, the Group and the Company continue to recognise the financial asset and also recognise a

collateralised borrowing for the proceeds receivables.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group and the Company are classified according to

the substance of the contractual arrangements entered into and the definitions of a financial liability and an

equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the

Company after deducting all of their liabilities.

Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the

Group and the Company. Incremental costs directly attributable to the issuance of new equity instruments are

shown in the equity as a deduction from the proceeds.



51



2.8 Financial instruments (Continued)

Financial liabilities and equity instruments (Continued)

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial

liabilities.

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for

trading or it is designated as such upon initial recognition.

Other financial liabilities

Trade and other payables

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently

measured at amortised cost, where applicable, using the effective interest method, with interest expense

recognised on an effective yield basis.

Derecognition of financial liabilities

The Group and the Company derecognise financial liabilities when, and only when, the Group’s and the

Company’s obligations are discharged, cancelled or they expire.

Derivative financial instruments and hedging activities

The Group and the Company enter into a variety of derivative financial instruments to manage their exposure

to foreign exchange rate risk, including foreign exchange forward contracts.

Derivatives are initially recognised at their fair values at the date the derivative contract is entered into and are

subsequently remeasured to their fair values at the end of each reporting period. The method of recognising the

resulting gain or loss depends on whether the derivative is designated and effective as a hedging instrument,

and if so, the nature of the item being hedged.

Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised

in profit or loss when the changes arise.






2.9 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash and deposits with banks and financial institutions. Cash

and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts

of cash and which are subject to an insignificant risk of changes in value. For the purpose of the consolidated

statement of cash flows, cash and cash equivalents comprise of cash on hand, cash at bank and fixed deposits

net of fixed deposits pledged.

2.10 Provisions

Provisions are recognised when the Group and the Company have a present legal or constructive obligation as

a result of a past event, it is probable that the Group and the Company will be required to settle the obligation,

and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present

obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the

obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its

carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a

third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received

and the amount of the receivable can be measured reliably.

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss

when the changes arise.

2.11 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised to

the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably

measured. Revenue is presented, net of rebates, discounts and sales related taxes.

Revenue from sale of goods is recognised upon passage of title to the customer which coincides with the

delivery and acceptance.

Interest income is recognised on a time-proportion basis using the effective interest method.

Sponsorship income is recognised upon public presentation for media advertising.

Facilities fees income is recognised on a straight-line basis over the term of the service agreement.

Marketing income is recognised upon confirmation of the achievement of certain sales quota.



53



2.12 Government grant – Jobs credit scheme

Government grants are recognised at their fair values where there is a reasonable assurance that the grant will

be received and all attaching conditions will be complied with. Where the grant relates to an asset, the fair value

is recognised as deferred capital grant on the statements of financial position and is amortised to profit or loss

over the expected useful life of the relevant asset by equal annual installment.

The Singapore government introduced a cash grant known as the jobs credit scheme in its Budget for 2009 in

a bid to help businesses preserve jobs in the economic downturn. The amounts received for jobs credit are to

be paid to eligible employers in 2009 in four payments and the amount an employer can receive would depend

on the fulfillment of the conditions as stated in the Scheme.

In October 2009, the Government announced that the Jobs Credit Scheme would be extended for half a year

with another 2 payments at stepped-down rates in March and June 2010 based on 6% of wages to be paid in

March 2010 and 3% of wages to be paid in June 2010.

The Group and the Company recognise the amounts received for jobs credit at their fair values as other income

in the month of receipt of these grants from the government.

2.13 Employee benefits

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in profit or loss in the same financial

year as the employment that gives rise to the contributions.

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for

estimated liability for unutilised annual leave as a result of services rendered by employees up to the end of

the reporting period.






2.14 Leases

When the Group and the Company are the lessees of a finance lease

Leases in which the Group and the Company assume substantially the risks and rewards of ownership are

classified as finance leases.

Upon initial recognition, plant and equipment acquired through finance lease is capitalised at the lower of its

fair value and the present value of the minimum lease payments. Any initial direct costs are also added to the

amount capitalised.

Subsequent to initial recognition, the plant and equipment is accounted for in accordance with the accounting

policy applicable to that plant and equipment. Lease payments are apportioned between finance charge and

reduction of the lease liability. The finance charge is allocated to each period during the lease term so as to

achieve a constant periodic rate of interest on the remaining balance of the finance lease liability. Finance

charge is recognised in profit or loss.

When the Group and the Company are the lessees of operating leases

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor

are classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are recognised in profit or loss on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made

to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes

place.

Contingent rents are recognised as an expense in profit or loss in the financial year in which they are

incurred.



55



2.15 Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Income tax expense is

recognised in profit or loss to the extent that it relates to a business combination or items recognised directly

in equity or other comprehensive income.

The tax currently payable is based on taxable profit for the financial year and any adjustments to income tax

payable in respect of previous financial years. Taxable profit differs from profit as reported profit or loss because

it excludes items of income or expense that are taxable or deductible in other financial years and it further

excludes items that are not taxable or tax deductible. The Group’s and the Company’s liabilities for current tax

is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where

the Company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and are

accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for

all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that

taxable profits will be available against which deductible temporary differences can be utilised. Such assets

and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition

(other than in a business combination) of other assets and liabilities in a transaction that affects neither the

taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to

the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the

asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled

or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by

the end of the reporting period. Deferred tax is charged or credited to profit or loss, except when it relates to

items charged or credited directly to other comprehensive income, in which case the deferred tax is also dealt

within equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets

against current tax liabilities and when they relate to income taxes levied by the same taxation authority and

the Group and the Company intend to settle their current tax assets and liabilities on a net basis.






2.15 Income tax (Continued)

Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the

extent that it has become probable that future taxable profits will be available against which the temporary

differences can be utilised.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to

items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where

they arise from the initial accounting for a business combination. In the case of a business combination, the tax

effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the

net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost.

Deferred tax liabilities are recognised for all taxable temporary differences associated with investment in

subsidiary, except where the timing of the reversal of the temporary difference can be controlled by the Group

and it is probable that the temporary difference will not reverse in the forseeable future.

2.16 Foreign currency transactions and translation

The consolidated financial statements and the statement of financial position of the Company are presented

in Singapore dollar, which is the functional currency of the Company and the presentation currency for the

consolidated financial statements.

Items included in the individual financial statements of each entity in the Group are measured using the currency

of the primary economic environment in which the entity operates (“functional currency”).

In preparing the financial statements, transactions in currencies other than the entity’s functional currency

(“foreign currencies”) are recorded at the rates of exchange prevailing on the date of the transactions. At the

end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates

prevailing at the end of the reporting period. Non-monetary items carried at fair value that are denominated

in foreign currencies are re-translated at the rates prevailing on the date when the fair value was determined.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

Exchange differences arising on the settlements of monetary items and on re-translating of monetary items are

included in profit or loss for the financial year. Exchange differences arising on the re-translation of non-monetary

items carried at fair value are included in profit or loss for the financial year except for differences arising on

the re-translation of non-monetary items in respect of which gains and losses are recognised directly in other

comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also

recognised directly in other comprehensive income.



57



2.16 Foreign currency transactions and translation (Continued)

For the purpose of presenting consolidated financial statements, the results and financial positions, changes

in equity and cash flows of the Group’s entities that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

(i) assets and liabilities are translated at the closing exchange rate at the end of the reporting period;

(ii) income and expenses are translated at average exchange rate for the financial year (unless this average

is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction

dates, in which case income and expenses are translated using the exchange rates at the dates of the

transactions); and

(iii) all resulting foreign currency exchange differences are recognised in other comprehensive income and

presented in the foreign currency translation (account)/reserve in equity.

2.17 Dividends

Equity dividends are recognised when they become legally payable. Interim dividends are recorded in the

financial year in which they are declared payable. Final dividends on ordinary shares are recognised as a liability

in the financial year in which the dividends are approved by the shareholders.

2.18 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision maker. The chief operating decision maker, who is responsible for allocating resources and

assessing performance of the operating segments, has been identified as the group of executive directors and

the chief executive officer who makes strategic decisions.

3. Critical accounting judgements and key sources of estimation uncertainty

3.1 Critical judgements in applying the accounting policies

The following are the critical judgements, apart from those involving estimations that management has made

in the process of applying the Group’s and the Company’s accounting policies and which have significant effect

on the amounts recognised in the financial statements.





3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.1 Critical judgements in applying the accounting policies (Continued)

(i) Impairment of investments in subsidiaries and financial assets

The Group and the Company follow the guidance of FRS 36 and FRS 39 on determining whether an

investment or a financial asset is impaired. This determination requires significant judgement. The Group

and the Company evaluate, among other factors, the duration and extent to which the fair value of an

investment in subsidiary or a financial asset is less than its cost and the financial health of and near-term

business outlook for the investment in subsidiary or financial asset, including factors such as industry

and sector performance, changes in technology and operational and financing cash flow.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the

reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets

and liabilities and reported amounts of revenue and expenses within the next financial year, are discussed

below.

(i) Depreciation of plant and equipment

Plant and equipment are depreciated on a straight-line basis over their estimated useful lives. The

management estimates the useful lives of these assets to be within 3 to 10 years. The carrying amounts of

the Group’s and the Company’s plant and equipment as at 30 June 2011 were approximately $2,510,000

and $900,000 (2010: $1,860,000 and $146,000) respectively. Changes in the expected level of usage and

technological developments could impact the economic useful lives and the residual values of these

assets, therefore future depreciation charges could be revised.

(ii) Allowance for inventory obsolescence

Inventories are stated at the lower of cost and net realisable value. The management primarily determines

cost of inventories using the “first-in, first-out” method. The management estimates the net realisable

value of inventories based on assessment of receipt or committed sales prices and provides for excess

and obsolete inventories based on historical and estimated future demand and related pricing. In

determining excess quantities, the management considers recent sales activities, related margin and

market positioning of its products. However, factors beyond its control, such as demand levels and pricing

competition, could change from period to period. Such factors may require the Group to reduce the value

of its inventories. The carrying amount of the Group’s inventories as at 30 June 2011 was approximately

$10,137,000 (2010: $8,065,000).



59


3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

(iii) Allowance for doubtful receivables

The management establishes allowance for doubtful receivables on a case-by-case basis when they

believe that payment of amounts owed is unlikely to occur. In establishing these allowances, the

management considers the historical experience and changes to the customers’ financial position. If the

financial conditions of receivables were to deteriorate, resulting in impairment of their abilities to make

the required payments, additional allowances may be required. The carrying amounts of the Group’s

and the Company’s trade and other receivables as at 30 June 2011 were approximately $5,841,000 and

$6,496,000 (2010: $5,943,000 and $9,645,000) respectively.

(iv) Income taxes

Significant judgements are involved in determining the Group’s and the Company’s income taxes. There

are certain transactions and computations for which the ultimate tax determination is uncertain during

the ordinary course of business. Where the final tax outcome of these matters differs from the amounts

that were initially recognised, such differences will impact the current income tax and deferred tax

provisions in the financial year in which such determination is made. The carrying amounts of the Group’s

and the Company’s current income tax payable as at 30 June 2011 were approximately $913,000 and

$Nil (2010: $575,000 and $9,000) respectively. The carrying amounts of the Group’s and the Company’s

deferred tax liabilities as at 30 June 2011 were approximately $78,000 and $15,000 (2010: $78,000 and

$15,000) respectively.

(v) Provision for reinstatement costs

The Group and the Company measure the provision for reinstatement costs of leased premises to

their original state with reference to the terms and conditions of each respective tenancy agreement,

and the expected date of reinstatement. The calculation of provision for reinstatement costs requires

management to estimate the expected future cash outflows as a result of site restoration at their best

estimate. The carrying amounts of the Group’s and the Company’s provision for reinstatement costs as

at 30 June 2011 were approximately $135,000 and $50,000 (2010: $139,000 and $54,000) respectively.





4. Club membership

Group and Company

2011 2010

$’000 $’000

Club membership, at cost 223 –

Club membership comprises membership from a country club in Singapore. As at the end of the reporting period, the

carrying amount of the club membership approximates the fair value.

As at 30 June 2011, the club membership with carrying amount of approximately $223,000 (2010: $Nil) is registered in the

name of a Director of the Company who is holding the club membership in trust for the Group and the Company.

5. Plant and equipment

Demo

equipment

Office

equipment

Furniture

and fittings Renovation

Motor

vehicles Total

Group $’000 $’000 $’000 $’000 $’000 $’000

2011

Cost

Balance at 1 July 2010 50 670 225 2,221 52 3,218

Additions – 384 319 633 356 1,692

Disposals – (1) – – – (1)

Written off – (57) (15) (59) – (131)

Currency translation adjustment – (11) (9) (12) – (32)

Balance at 30 June 2011 50 985 520 2,783 408 4,746

Accumulated depreciation

Balance at 1 July 2010 40 369 141 793 15 1,358

Depreciation for

the financial year 6 225 75 672 18 996

Disposals – –* – – – –*

Written off – (57) (15) (31) – (103)

Currency translation adjustment – (7) (5) (3) – (15)

Balance at 30 June 2011 46 530 196 1,431 33 2,236

Carrying amount

Balance at 30 June 2011 4 455 324 1,352 375 2,510

* Denotes less than $1,000



61


5. Plant and equipment (Continued)

Demo

equipment

Office

equipment

Furniture


Motor

vehicle Total

Group $’000 $’000 $’000 $’000 $’000 $’000

2010

Cost

Balance at 1 July 2009 47 378 132 546 52 1,155

Additions 3 284 84 1,664 – 2,035

Disposals – (1) – – – (1)

Currency translation

adjustment – 9 9 11 – 29

Balance at 30 June 2010 50 670 225 2,221 52 3,218


Balance at 1 July 2009 34 212 97 396 10 749

Depreciation during

the financial year 6 152 39 394 5 596

Disposals – (1) – – – (1)

Currency translation adjustment – 6 5 3 – 14

Balance at 30 June 2010 40 369 141 793 15 1,358

Carrying amount

Balance at 30 June 2010 10 301 84 1,428 37 1,860






Demo

equipment

Office

equipment

Furniture


Motor

vehicles Total

Company $’000 $’000 $’000 $’000 $’000 $’000

2011

Cost

Balance at 1 July 2010 31 151 15 54 52 303

Additions – 89 96 369 356 910

Written off – (1) (15) (54) – (70)

Balance at 30 June

2011 31 239 96 369 408 1,143


Balance at 1 July 2010 31 77 15 19 15 157

Depreciation for the financial

year – 63 9 42 18 132

Written off – (1) (15) (30) – (46)

Balance at 30 June 2011 31 139 9 31 33 243

Carrying amount

Balance at 30 June 2011 – 100 87 338 375 900



63



Demo

equipment

Office

equipment

Furniture


Motor

vehicle Total

Company $’000 $’000 $’000 $’000 $’000 $’000

2010

Cost

Balance at 1 July 2009 31 195 48 343 52 669

Additions – 70 – 54 – 124

Disposals – (114) (33) (343) – (490)

Balance at 30 June 2010 31 151 15 54 52 303


Balance at 1 July 2009 31 142 44 336 10 563

Depreciation for the financial

year – 31 1 19 5 56

Disposals – (96) (30) (336) – (462)

Balance at 30 June 2010 31 77 15 19 15 157

Carrying amount

Balance at 30 June 2010 – 74 – 35 37 146

As at 30 June 2011, the carrying amounts of motor vehicles of the Group and the Company which were acquired under

finance lease arrangements were approximately $375,000 and $375,000 (2010: $37,000 and $37,000) respectively. Finance

leased assets are pledged as securities for the related finance lease liabilities (Note 13).

As at 30 June 2011, the motor vehicle with carrying amount of approximately $343,000 (2010: $Nil) is registered in the

name of a Director of the Company who is holding the motor vehicle in trust for the Group and the Company.

For the purpose of consolidated statement of cash flows, the Group’s additions to plant and equipment were financed

as follows:

Group

2011 2010

$’000 $’000

Additions of plant and equipment 1,692 2,035

Less:

Provision for reinstatement costs (50) (139)

Finance lease agreements (244) –

Other payables (112) –

Cash payments to acquire plant and equipment 1,286 1,896





6. Investments in subsidiaries

Company

2011 2010

$’000 $’000

Unquoted equity shares, at cost 1,120 980

The details of the subsidiaries are as follows:

Name of company

(Country of incorporation)

Effective equity

interest Principal activities

2011 2010

% %

Epicentre Solutions Pte. Ltd. (1)

(Singapore)

100 100 Providing IT solutions to educational institutions

within Singapore

Epicentre Pte. Ltd. (1)

(Singapore)

100 100 Retail of Apple brand products and

complementary products

Epicentre Lifestyle Sdn. Bhd. (2)

(Formerly known as Afor Sdn. Bhd.)

(Malaysia)

100 100 Retail of Apple brand products and

complementary products

Epi Lifestyle Pte. Ltd. (1)

(Singapore)

100 100 Dormant

Epicentre (Shanghai) Co., Ltd (3)

(People’s Republic of China)

70 – Dormant

(1) Audited by BDO LLP, Singapore

(2) Audited by BDO, Malaysia

(3) Not required to be audited in the country of incorporation

Incorporation of subsidiaries

On 14 February 2011, the Company subscribed for 70% equity interest in the registered capital of Epicentre (Shanghai)

Co., Ltd, a company incorporated in People’s Republic of China for a consideration of approximately $140,000

(US$110,000).

On 13 April 2010, the Company incorporated a wholly-owned subsidiary, Epi Lifestyle Pte. Ltd., a company incorporated

in Singapore for a consideration of $500,000.



65


7. Inventories

Group

2011 2010

$’000 $’000

Trading goods 10,137 8,065

The cost of inventories recognised as an expense and included in “cost of sales” line item in profit or loss amounted to

approximately $138,397,000 (2010: $73,768,000).

As at 30 June 2011, the Group carried out a review of the realisable values of its inventories and the review led to the

recognition of an allowance for obsolete inventories and inventories written off of approximately $31,000 and $72,000

(2010: $Nil and $53,000) respectively that have been included in “administrative expenses” line item in profit or loss.

8. Trade and other receivables

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Trade receivables – third parties 3,644 4,127 – 47

Due from subsidiaries – non-trade – – 6,431 9,551

Other receivables and rebate accruals 809 596 – –

Rental and other deposits 1,388 1,220 65 47

5,841 5,943 6,496 9,645

Trade receivables are unsecured, non-interest bearing and generally on 30 to 60 days’ (2010: 30 to 60 days’) credit

terms.

The non-trade amounts due from subsidiaries are unsecured, non-interest bearing and repayable on demand.

Movement in allowance for doubtful third parties trade receivables was as follows:

Group

2011 2010

$’000 $’000

Balance at beginning of financial year – 7

Write-back of allowance no longer required – (7)

Balance at end of financial year – –





8. Trade and other receivables (Continued)

The write-back of allowance for doubtful third parties trade receivables no longer required of approximately $Nil (2010:

$7,000) were included in “administrative expenses” line item in profit or loss subsequent to the recovery of the related

receivables.

Trade and other receivables are denominated in the following currencies:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Singapore dollar 4,513 5,033 6,496 9,645

United States dollar 524 487 – –

Ringgit Malaysia 780 423 – –

Chinese renminbi 24 – – –

5,841 5,943 6,496 9,645

9. Derivative financial instruments

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Assets

Foreign currency forward contracts – 45 – 45

Liabilities

Foreign currency forward contracts 14 – 6 –

Foreign currency forward contracts

Foreign currency forward contracts are agreements to buy or sell fixed amounts of currency at agreed exchange rates

to be settled in the future. The Group and the Company enter into various foreign currency forward contracts to reduce

its exposure on anticipated transactions and firm commitments, primarily for forecasted cash outflows denominated

in currencies other than the Company’s and the respective subsidiaries’ functional currencies. These foreign currency

forward contracts generally have maturity dates of less than 6 months.



67


9. Derivative financial instruments (Continued)

Foreign currency forward contracts (Continued)

As at the end of the reporting period, the Group and the Company entered into foreign currency forward contracts

as follows:

Group

Average

exchange rates

Foreign

currency

Notional

amount Fair value Settlement date

2011 ’000 ’000 $’000

Buy United States dollar 1.23 $4,684 US$3,800 (14) 21 July to

29 July 2011

2010

Buy United States dollar 1.39 $9,176 US$6,600 45 16 August to

23 December 2010

Company

2011

Buy United States dollar 1.23 $1,235 US$1,000 (6) 21 July 2011

2010

Buy United States dollar 1.39 $9,176 US$6,600 45 16 August to

23 December 2010

The above derivatives are measured at fair values at the end of the reporting period. Their fair values are determined

based on the market prices for equivalent instruments at the end of the reporting period.

10. Cash and cash equivalents

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Cash and bank balances 13,675 8,737 1,929 1,346

Fixed deposits 1,195 2,257 1,195 2,146

Cash and cash equivalents on statements

of financial position 14,870 10,994 3,124 3,492

Fixed deposits pledged – (1,713)

Cash and cash equivalents included in

consolidated statement of cash flows 14,870 9,281

Fixed deposits mature on varying dates within 1 year (2010: 1 to 2 years) from the end of the reporting period with

options for early termination. The effective interest rates on the fixed deposits range from 0.25% to 0.50% (2010: 0.35%

to 1.83%) per annum.





10. Cash and cash equivalents (Continued)

As at the end of the reporting period, the Group and the Company have banking facilities as follows:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Banking facilities granted 62,398 29,338 14,173 29,338

Banking facilities utilised

– currency forward exchange 4,684 9,176 1,235 9,176

– bankers’ guarantee 4,472 2,499 1,381 2,499

9,156 11,675 2,616 11,675

As at 30 June 2011, the banking facilities of approximately $44,953,000 were granted jointly to certain entities within

the Group.

As at 30 June 2011, the Group’s and the Company’s banking facilities are unsecured.

As at 30 June 2010, the Group’s and the Company’s banking facilities of approximately $29,338,000 and $29,338,000

are secured by fixed deposits of approximately $1,713,000 and $1,713,000 respectively.

Cash and cash equivalents are denominated in the following currencies:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Singapore dollar 11,391 8,348 1,906 2,104

United States dollar 1,298 2,220 1,218 1,388

Ringgit Malaysia 2,028 426 – –


14,870 10,994 3,124 3,492



69


11. Trade and other payables

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Trade payables – third parties 10,939 7,314 3 44

Deposits placed by customers 768 438 – –

Accrued operating expenses 577 811 286 502

Other payables

– third parties 571 170 49 33

– a director of the Company 112 – 112 –

12,967 8,733 450 579

Trade payables are unsecured, non-interest bearing and are normally settled between 30 to 60 days’ (2010: 30 to 60

days’) credit terms.

The non-trade amount due to a Director of the Company is unsecured, non-interest bearing and repayable on

demand.

Trade and other payables are denominated in the following currencies:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Singapore dollar 3,627 3,118 450 579

United States dollar 8,844 5,131 – –

Ringgit Malaysia 448 484 – –


12,967 8,733 450 579





12. Provisions

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Provision for reinstatement costs

Balance at beginning of financial year 139 – 54 –

Provision made during the financial year 50 139 50 54

Reversal of provision unutilised (54) – (54) –

Balance at end of financial year 135 139 50 54

The provision for reinstatement costs are the estimated costs of dismantlement, removal or restoration of plant and

equipment arising from the use of assets which are capitalised and included in the cost of plant and equipment.

13. Finance lease payables

Group and Company

Minimum

lease

payments

Future

finance

charges

Present value

of minimum

lease

payments

$’000 $’000 $’000

2011

Current liabilities

Within one financial year 40 (5) 35


After one financial year but within five financial years 197 (23) 174

After five financial years 29 (3) 26

226 (26) 200

266 (31) 235



71


13. Finance lease payables (Continued)

Group and Company

Minimum

lease

payments

Future

finance

charges

Present value

of minimum

lease

payments

$’000 $’000 $’000

2010

Current liabilities

Within one financial year 7 (1) 6


After one financial year but within five financial years 1 – 1

8 (1) 7

The finance lease terms are 4 to 7 (2010: 4) years and the effective interest rates for finance lease obligations ranges

from 3.57% to 6.04% (2010: 6.04%) per annum.

Interest rates are fixed at contract date and thus expose the Group and the Company to fair value interest rate risk. All

leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The Group’s and the Company’s obligations under finance leases are secured by the lessors’ title to the leased assets,

which will revert to the lessors in the event of default by the Group and the Company.

The fair values of non-current finance leases as at the end of the reporting period approximate their carrying

amounts.

The finance lease payables are denominated in Singapore dollar.

14. Deferred tax liabilities

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Balance at beginning of financial year 78 42 15 15

Charged to profit or loss – 36 – –

Balance at end of financial year 78 78 15 15

Deferred tax liabilities arise as a result of temporary differences between the tax written down values and the carrying

amounts of plant and equipment.





15. Share capital

Group and Company

2011 2010

Number of Number of

ordinary

shares

ordinary

shares

2011

$’000

2010

$’000

Issued and fully-paid:

At beginning and end of financial year 93,501,600 93,501,600 6,709 6,709

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary

shares have no par value and carry one vote per share without restriction.

16. Foreign currency translation (account)/reserve

The foreign currency translation (account)/reserve comprises all foreign exchange differences arising from the translation

of the financial statements of foreign operations whose functional currency is different from that of the Group’s

presentation currency and is non-distributable.

17. Revenue

Revenue represents the invoiced value of goods sold less goods returned, discounts allowed and goods and services

tax.

18. Other income

Group

2011 2010

$’000 $’000

Facilities fees 300 203

Foreign exchange gain, net – 532

Government grant – Jobs credit scheme 3 102

Marketing income 146 127

Sponsorship income 622 358

Reversal of provision for reinstatement cost unutilised 30 –

Others 264 73

1,365 1,395



73


19. Profit before income tax

In addition to the charges and credits disclosed elsewhere in the notes to the financial statements, the above includes

the following charges/(credits):

Group

2011 2010

$’000 $’000

Administrative expenses

Allowance for inventory obsolescence 31 –

Bad third parties trade receivables written off 23 –

Depreciation of plant and equipment 996 596

Directors’ fees – Directors of the Company 262 100

Foreign exchange loss, net 238 –

Loss on disposals of plant and equipment 1 –

Non-audit fees paid

– auditors of the Company 12 11

– other auditors of subsidiaries 6 2

Inventories written off 72 53

Operating lease expenses 4,213 2,607

Plant and equipment written off 4 –

Write-back of allowance for doubtful third parties trade

receivables no longer required – (7)

Employee benefits expense

– salaries, wages, and bonuses 6,845 3,582

– contributions to defined contribution plans 608 394

– other employee benefits 362 292

Selling and distribution costs

Advertising and promotion 1,579 1,105

Commission expenses 569 339

Credit card charges 2,190 1,302

Included in the employee benefits expense were Directors’ remuneration as shown in Note 24 to the financial

statements.





20. Income tax expense

Group

2011 2010

$’000 $’000

Current income tax

– current financial year 1,006 657

– (over)/under provision in prior financial years (23) 16

983 673

Deferred income tax

– current financial year – 36

Total income tax expense recognised in profit or loss 983 709

Reconciliation of effective income tax rate

Group

2011 2010

$’000 $’000

Profit before income tax 5,730 4,097

Income tax calculated at Singapore’s statutory income tax rate of 17% 974 696

Effect of different income tax rate in other countries 47 30

Expenses not deductible for income tax purposes 167 54

Income not taxable for income tax purposes (19) (36)

Singapore’s statutory stepped income tax exemption (26) (35)

(Over)/Under provision of current income tax in prior financial years (23) 16

Enhanced income tax deduction (108) (8)

Others (29) (8)

983 709



75


21. Earnings per share

The calculation for earnings per share is based on:

Group

2011 2010

Profit for the financial year attributable to owners of the parent ($’000) 4,767 3,388

Actual number of ordinary shares 93,501,600 93,501,600

Basic and diluted earnings per share (in cents) 5.10 3.62

Basic earnings per share is calculated by dividing profit for the financial year attributable to owners of the parent by

the actual number of ordinary shares in issue during the financial year. As the Group has no dilutive potential ordinary

shares, the diluted earnings per share is equivalent to basic earnings per share for the financial year.

22. Dividends

Group and Company

2011 2010

$’000 $’000

Interim tax-exempt (one-tier) dividend declared and paid of

$0.01 (2010: $Nil) per share in respect of the current financial year 935 –

First and final tax-exempt (one-tier) dividend declared and paid of

$0.02 (2010: $Nil) per share in respect of financial years ended 30 June 2010

and 2009 1,870 –

2,805 –

The Directors of the Company recommend a final and a special one-off tax-exempt dividends of $0.02 and $0.02 per

share respectively with an aggregate amount of approximately $3,740,000 to be paid in respect of the financial year

ended 30 June 2011. These final and special one-off dividends have not been recognised as liabilities as at the end of

the reporting period as these dividends are subject to approval at the Annual General Meeting of the Company.





23. Commitments

Operating lease commitments

Group and Company as lessees

As at the end of the reporting period, there were operating lease commitments for rental payable in subsequent

accounting periods as follows:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Within one financial year 3,904 3,188 247 149

After one financial year but within

five financial years 4,303 3,508 366 122

8,207 6,696 613 271

The above operating lease commitments are based on existing rental rates. Some of the operating leases of premises

provide for rentals based on percentage of sales derived from the rented premises. The Group and the Company have

the options to renew certain agreements on the lease premises for 3 years.



77


24. Significant related party transactions

For the purpose of these financial statements, parties are considered to be related to the Group and the Company if the

Group or the Company have the ability, directly or indirectly, to control the party or exercise significant influence over

the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party

are subject to common control or common significant influence. Related parties may be individuals or other entities.

In addition to the information disclosed elsewhere in the financial statements, the following are significant related party

transactions during the financial year at rates and terms agreed between the parties:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

With subsidiaries

Advances made to a subsidiary – – 5,008 5,719

Management fees charged to subsidiaries – – 5,912 2,747

Settlement of liabilities on behalf of subsidiaries – – 34 7,216

Transfers of plant and equipment to a subsidiary – – – 26

With a Director of the Company

Payments made by a Director on behalf of the

Company 112 – 112 –

Compensation of key management personnel

The remuneration of the key management personnel who are also the Directors of the Company during the financial

year are as follows:

Group and Company

2011 2010

$’000 $’000

Directors’ fees 262 100

Short-term benefits 2,692 632

Post-employment benefits 27 27

2,981 759





25. Segment information

Management has determined the operating segments based on the reports reviewed by the chief operating decision

maker.

A segment is a distinguishable component of the Group that is engaged either in providing products or services

(business segment), or in providing products or services within a particular economic environment (geographical

segment), which is subject to risks and rewards that are different from those of other segments.

Management monitors the operating results of the segments separately for the purpose of making decision about

resources to be allocated and of assessing performance. Segments performances are evaluated based on operation

profit or loss which is similar to the accounting profit or loss.

The Group has two reportable segments being apple brand products and third party and proprietary brand

complementary products.

The Group’s reportable segments are strategic business units that are organised based on their function and targeted

customers group. They are managed separately because each business unit requires different skill sets and market

strategies.

Management monitors the operating results of the segments separately for the purpose of making decisions about

resources to be allocated and of assessing performance. Segment performance is evaluated based on operation profit

or loss which is similar to the accounting profit or loss.

Income taxes are managed on a Group basis.

The accounting policies of the operating segments are the same of those described in the summary of significant

accounting policies. There is no asymmetrical allocation to reportable segments. Management evaluates performance

on the basis of profit or loss from operations before income tax expense not including non-recurring gains and losses

and foreign exchange gains or losses.

There is no change from prior periods in the measurement methods used to determine reportable segment profit or

loss.



79


25. Segment information (Continued)

The Group accounts for intersegment sales and transfers as if the sales or transfers were to third parties, which

approximate market prices. These intersegment transactions are eliminated on consolidation.

Apple brand

products

Third party and

proprietary

brand

complementary

products Unallocated Elimination Consolidated

$’000 $’000 $’000 $’000 $’000

2011

Revenue

External revenue 138,703 23,900 – – 162,603

Inter-segment revenue 485 10 5,912 (6,407) –

139,188 23,910 5,912 (6,407) 162,603

Results

Interest income – – 13 – 13

Depreciation of plant and

equipment (850) (146) – – (996)

Operating lease expenses (3,594) (619) – – (4,213)

Other material non-cash expenses

– allowance for inventory obsolescence (26) (5) – – (31)

– bad third parties trade receivables

written off (20) (3) – – (23)

– inventories written off (61) (11) – – (72)

– plan and equipment written off (3) (1) – – (4)

– reversal of provision for reinstatement

cost unutilised 26 4 – – 30

Segment profit 2,139 2,853 738 – 5,730

Capital expenditure

Plant and equipment 1,443 249 – – 1,692

Asset and liabilities

Segment assets 35,293 8,656 – (9,875) 34,074

Segment liabilities 18,856 3,249 78 (8,754) 13,429

Current income tax payable – – 913 – 913

14,342






Apple brand

products

Third party and

proprietary

brand

complementary

products Unallocated Elimination Consolidated

$’000 $’000 $’000 $’000 $’000

2010

Revenue

External revenue 71,857 16,225 – – 88,082

Inter-segment revenue 225 122 2,747 (3,094) –

72,082 16,347 2,747 (3,094) 88,082

Results

Interest income – – 14 – 14

Depreciation of plant and

equipment (486) (110) – – (596)

Operating lease expenses (2,127) (480) – – (2,607)

Other material non-cash expenses

– inventories written off (43) (10) – – (53)

– write-back of allowance for doubtful

third parties trade receivables

no longer required (6) (1) – – (7)

Segment profit 1,050 2,438 609 – 4,097

Capital expenditure

Plant and equipment 1,660 375 – – 2,035

Asset and liabilities

Segment assets 22,078 6,196 – (980) 27,294

Segment liabilities 7,245 1,634 78 – 8,957

Current income tax payable – – 575 – 575

9,532



81



Geographic information

The Group’s business segments operate in two main geographical areas. Revenue is based on the countries in which

the customers are located.

Revenue from external customers

Singapore Malaysia Consolidated

$’000 $’000 $’000

2011

Revenue from external customers 139,127 23,476 162,603

2010

Revenue from external customers 77,543 10,539 88,082

Non-current assets

Singapore Malaysia

People’s

Republic

of China Consolidated

$’000 $’000 $’000 $’000

2011

Non-current assets 2,090 632 11 2,733

2010

Non-current assets 1,561 299 – 1,860

Non-current assets shown by the geographical area in which the assets are located.

Major customers

The Group does not have a major customer whose revenue is 10% or more of the Group’s revenue.

26. Financial instruments, financial risks and capital management

The Group’s and the Company’s activities expose them to credit risk, market risk (including foreign currency risk and

interest rate risk) and liquidity risk. The Group’s and the Company’s overall risk management strategy seek to minimise

adverse effects from the volatility of financial markets on the Group’s and the Company’s financial performance.

The Board of Directors of the Company is responsible for settling the objectives and underlying principles of financial

risk management for the Group and the Company. The Group’s and the Company’s management then establish the

detailed policies such as risk identification and measurement, exposure limits and hedging strategies, in accordance

with the objectives and underlying principles approved by the Board of Directors.

There has been no change to the Group’s and the Company’s exposure to these financial risks or the manner in which

they manage and measure these risks.





26. Financial instruments, financial risks and capital management (Continued)

26.1 Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a loss to the

Group and the Company.

The Group does not have any significant credit exposure to any single counterparty or any group of counterparties

having similar characteristics on trade receivables from third parties. The Company has significant credit exposure

arising from the non-trade amounts due from subsidiaries amounting to approximately $6,431,000 (2010:

$9,551,000) as at the end of the reporting period.

As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class

of financial instrument is the carrying amount of that class of financial instrument.

The Group’s and the Company’s major classes of financial assets are cash and cash equivalents and trade and

other receivables.

Trade receivables that are neither past due nor impaired are substantially companies with good collection

track records within the Group. The Group’s historical experience in the collection of receivables falls within

the credit terms.

The table below is an analysis of gross trade receivables as at the end of the reporting period.

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Not impaired

Not past due 3,488 3,620 – 43

Past due 61 to 90 days 132 357 – –

Past due more than 90 days 24 150 – 4

Total trade receivables 3,644 4,127 – 47

The table below is an analysis of the Company’s gross non-trade receivables from its subsidiaries as at the end

of the reporting period.

Company

2011 2010

$’000 $’000

Not impaired

Not past due 4,165 9,375

Past due 61 to 90 days 1,229 –

Past due more than 90 days 1,037 176

Total non-trade receivables from subsidiaries 6,431 9,551



83


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85



26.2 Market risk (Continued)

(i) Foreign currency risk (Continued)

Foreign currency sensitivity analysis

The Group’s and the Company’s exposure to foreign currency risks is mainly in United States dollar.

The following table details the Group’s and the Company’s sensitivity to a 5% increase and decrease

in United States dollar against Singapore dollar. The 5% is used when reporting sensitivity of foreign

currency risk. The sensitivity analysis includes only outstanding United States dollar monetary items and

adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates.

Profit or loss

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

United States dollar

Strengthened 5% (351) (121) 60 69

Weakened 5% 351 121 (60) (69)

The potential impact on profit or loss of the Group as described in the sensitivity analysis above is

attributable mainly to the Group’s and the Company’s foreign currency exchange rate exposure on

monetary assets and monetary liabilities denominated in United States dollar.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the Group’s and the Company’s

financial instruments will fluctuate because of changes market interest rate.

No sensitivity analysis is prepared as the Group and the Company do not expect any material effect on

the Group’s profit or loss arising from the effects of reasonably possible changes to interest rates on

interest-bearing financial instruments at the end of the reporting period.






26.3 Liquidity risk

Liquidity risks refer to the risks in which the Group and the Company encounter difficulties in meeting short-

term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

The Group and the Company manage their debt maturity profile, operating cash flows and the availability of

funding so as to ensure that all repayment and funding needs are met. As part of the overall prudent liquidity

management, the Group and the Company maintain sufficient levels of cash and available banking facilities to

meet their working capital requirements.

The table below analyses the maturity profile of the Group’s and Company’s financial assets and liabilities based

on contractual undiscounted cash flows.

Within one

financial

year

After one

financial

year but

within five

financial

years

After five

financial

years Total

$’000 $’000 $’000 $’000

Group

2011

Financial assets

Non-interest bearing 19,516 – – 19,516

Variable interest bearing 1,200 – – 1,200

20,716 – – 20,716



Variable interest bearing 40 197 29 266

13,021 197 29 13,247

2010

Financial assets



17,031 – – 17,031



Variable interest bearing 7 1 – 8

8,740 1 – 8,741



87



26.3 Liquidity risk (Continued)

Within one

financial

year

After one

financial

year but

within five

financial

years

After five

financial

years Total

$’000 $’000 $’000 $’000

Company

2011

Financial assets



9,625 – – 9,625


Non-interest bearing 456 – – 456

Variable interest bearing 40 197 29 266

496 197 29 722

2010

Financial assets



13,229 – – 13,229


Non-interest bearing 579 – – 579

Variable interest bearing 7 1 – 8

586 1 – 587






26.4 Capital management policies and objectives

The Group and the Company manage their capital to ensure that the Group and the Company will be able

to continue as going concern and to maintain an optimal capital structure so as to maximise shareholders’

value.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes

in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust

the return capital to shareholders or issue new share, make dividend payment or obtain new borrowings. No

changes were made in the objectives, policies or processes during the financial year.

The Group and the Company are in compliance with all bank covenants for the financial years ended 30 June

2011 and 2010.

26.5 Fair value of financial assets and financial liabilities

The carrying amounts of the Group’s and the Company’s cash and cash equivalents, finance lease payables,

trade and other receivables and payables approximate their respective fair values due to the relatively short

term maturity of these financial instruments. The fair values non-current liabilities in relation to finance lease

payables are disclosed in Note 13 to the financial statements.

26.6 Categories of financial instruments

The following table sets out the financial instruments as at the end of the reporting period:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Financial assets

Loans and receivables (including cash

and cash equivalents) 20,711 16,937 9,620 13,137

Derivative financial instruments – 45 – 45


Amortised cost (including finance lease

payables) 13,202 8,740 685 586

Derivative financial instruments 14 – 6 –



89


27. Events subsequent to the reporting date

27.1 Capital injection in subsidiaries

On 11 August 2011, the Company injected RMB2,800,000 into Epicentre (Shanghai) Co., Ltd to meet its capital

commitment. The increase did not change the Company’s effective equity interest in the subsidiary.

On 2 September 2011, Epicentre Pte Ltd, a subsidiary, increased its issued and paid-up share capital from

$315,000 comprising 315,000 ordinary shares to $500,000 comprising 500,000 ordinary shares through allotment

and issuance of 185,000 new ordinary shares to the Company for a cash consideration of $185,000.

On 7 September 2011, Epicentre Lifestyle Sdn. Bhd., a subsidiary, increased its issued and paid-up share capital

from approximately $129,000 (RM300,000) comprising 300,000 ordinary shares to approximately $332,000

(RM800,000) comprising 800,000 ordinary shares through allotment and issuance of 800,000 new ordinary shares

to the Company for a cash consideration of approximately $203,000 (RM500,000).

28. Comparative information

During the current financial year, the Group and the Company have presented “prepayments” separately from the “trade

and other receivables” on the face of the statements of financial position of the Group and the Company to better reflect

the nature of the accounts. Accordingly, the comparative figures of the Group and the Company have been reclassified

for consistency. As a result, certain line items have been amended on the face of the statements of financial position

of the Group and the Company and the consolidated statement of cash flows as follows:

Group Company

As previously

reported

After

reclassification

As previously

reported

After

reclassification

$’000 $’000 $’000 $’000

Statements of financial position

2010

Trade and other receivables 6,330 5,943 9,864 9,645

Prepayments – 387 – 219

Consolidated statement of cash flows

2010

Trade and other receivables (2,457) (2,365) – –

Prepayments – (122) – –

The reclassification has no effect on the reported profit or loss, total income and expense or net assets for the period

reported. Accordingly, the management did not present statements of financial position of the Group and the Company

at the beginning of the earliest comparative period.

statistics of shareholdingsAS AT 20 SEPTEMBER 2011



SHAREHOLDERS’ INFORMATION AS AT 20 SEPTEMBER 2011

Total Number of Shares : 93,501,600

Class of Shares : Ordinary Shares

Voting Rights : One vote per ordinary share (excluding treasury shares)

Treasury Shares : Nil

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings

No. of

Shareholders %

No. of

Shares %

1 – 999 0 0.00 0 0.00

1,000 – 10,000 515 71.93 2,183,000 2.34

10,001 – 1,000,000 193 26.95 15,422,000 16.49

1,000,001 and above 8 1.12 75,896,600 81.17

TOTAL 716 100.00 93,501,600 100.00

TOP TWENTY SHAREHOLDERS

Name No. of Shares %

1. FONG TECK LOON 50,369,800 53.87

2. GOH ANN ANN JOHNSON 10,710,000 11.45

3. ROWSLEY SPORTS PTE LTD 4,861,000 5.20

4. DBS NOMINEES PTE LTD 3,168,000 3.39

5. LAM WAI HENG 2,538,800 2.72

6. LI CHOW CHIN 1,639,000 1.75

7. LIM & TAN SECURITIES PTE LTD 1,510,000 1.61

8. ABN AMRO NOMINEES SINGAPORE PTE LTD 1,100,000 1.18

9. RAFFLES NOMINEES (PTE) LTD 881,000 0.94

10. CITIBANK NOMINEES SINGAPORE PTE LTD 832,000 0.89

11. HONG LEONG FINANCE NOMINEES PTE LTD 800,000 0.86

12. BRENDA YEO 630,000 0.67

13. LEONG MEE WAN 500,000 0.53

14. CHEW BEE CHOO 472,000 0.50

15. CIMB SECURITIES (SINGAPORE) PTE LTD 420,000 0.45

16. MERRILL LYNCH (SINGAPORE) PTE LTD 398,000 0.43

17. CHAN MUN-E 350,000 0.37

18. LAI WENG KAY 320,000 0.34

19. RUPERT JAMES PHILIP MORTON 258,000 0.28

20. DMG & PARTNERS SECURITIES PTE LTD 248,000 0.27

TOTAL 82,005,600 87.70

The percentage of shareholding above is computed based on the total issued shares of 93,501,600.

statistics of shareholdingsAS AT 20 SEPTEMBER 2011


91

SUBSTANTIAL SHAREHOLDERS

(As recorded in the Register of Substantial Shareholders)

Direct Interest % Deemed Interest %

Jimmy Fong Teck Loon(1) 50,369,800 53.87 630,000 0.67

Brenda Yeo(1) 630,000 0.67 50,369,800 53.87

Johnson Goh Ann Ann 10,710,000 11.45 – –

Rowsley Sports Pte. Ltd. 4,861,000 5.20 – –

Rowsley Ltd(2) – – 4,861,000 5.20

Garville Pte Ltd(2) – – 4,861,000 5.20

Lim Eng Hock(2) – – 4,861,000 5.20

Notes:–

(1) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his wife, Ms Brenda Yeo and vice versa by virtue

of Section 7 of the Companies Act, Cap. 50.

(2) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,861,000 shares held by Rowsley Sports Pte. Ltd.

by virtue of Section 7 of the Companies Act, Cap. 50.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

28.7% of the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the

Listing Manual Section B: Rules of Catalist of the SGX-ST.

addendum



ADDENDUM DATED 11 OCTOBER 2011

THIS ADDENDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This addendum (the “Addendum”) is circulated to the shareholders of Epicentre Holdings Limited (the “Company”) together

with the Company’s annual report for financial year ended 30 June 2011. The purpose of this Addendum is to provide the

shareholders of Epicentre Holdings Limited with relevant information relating to and to seek shareholders’ approval to renew

the share buyback mandate to be tabled at the Annual General Meeting to be held at 1 Orchid Club Road, Orchid Country

Club Level 1, Golf Clubhouse, Octagon, Singapore 769162, on Friday, 28 October 2011 at 10.00 a.m..

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor,

accountant, tax adviser or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Epicentre Holdings Limited, you should immediately send this

Addendum, the Notice of Annual General Meeting and the Proxy Form to the purchaser or transferee or to the bank, stockbroker

or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Notice of the Annual General Meeting and the Proxy Form are enclosed with the Annual Report 2011.

The Singapore Exchange Securities Trading Limited (“SGX-ST”) has not examined the contents of this Addendum. The SGX-ST

assumes no responsibility for the contents of this Addendum, including the correctness of any of the statements or opinions

made or reports contained in this Addendum.

This Addendum has been prepared by the Company and its contents have been reviewed by the Company’s sponsor

(“Sponsor”), Asian Corporate Advisors Pte. Ltd. (“Asian Corporate Advisors”), for compliance with the relevant rules of the

SGX-ST. The Company’s Sponsor has not independently verified the contents of this Addendum including the correctness of

any of the figures used, statements or opinions made. The contact person for the Sponsor is Mr Liau H.K. Telephone number:

6221 0271.

Epicentre Holdings Limited(Company Registration No: 200202930G)

(Incorporated in the Republic of Singapore)

ADDENDUM TO ANNUAL REPORT IN RELATION TO THEPROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

addendum


93

DEFINITIONS

For the purpose of this Addendum, the following definitions apply throughout, unless the context otherwise requires:

“ACRA” Accounting and Corporate Regulatory Authority of Singapore

“Act” or “Companies Act” Companies Act (Chapter 50) of Singapore, as amended or modified from time to

time

“Addendum” This Addendum to Shareholders dated 11 October 2011 in relation to the proposals

as set out in section 1.1

“AGM” or “Annual General

Meeting”

The annual general meeting of the Company to be held at 1 Orchid Club Road,

Orchid Country Club Level 1, Golf Clubhouse, Octagon, Singapore 769162 on Friday,

28 October 2011 at 10.00 a.m., to approve, inter-alia, the adoption of a share buyback

mandate in accordance with the terms and conditions as set out in this Addendum

as well as the Companies Act and the Catalist Rules

“Board” or “Directors” The board of directors or directors of the Company, including executive, non-

executive, independent and non-independent directors of the Company for the

time being

“Catalist Rules” The provisions of Section A and Section B: Rules of Catalist of the SGX-ST of the Listing

Manual (excluding the Best Practices Guide, the Code, and the Practice Notes) as

amended, supplemented or modified from time to time

“CDP” The Central Depository (Pte) Limited

“Companies Amendment Act 2005” Companies (Amendment) Act 2005 of Singapore

“Company” or “Epicentre” Epicentre Holdings Limited

“Director” A director of the Company

“EPS” Earnings per Share

“FY” Financial year ended or ending 30 June (as the case may be) unless other specified

“Group” The Company and its subsidiaries, collectively

“Latest Practicable Date” The latest practicable date prior to the printing of this Addendum, being 4 October

2011

“Listing Manual” The listing manual of the SGX-ST, as amended, supplemented or modified from time

to time

“Market Day” A day on which the SGX-ST is open for trading in securities

addendum



“Notice of AGM” The notice of AGM found in the annual report of the Company for 2011, for the

purposes of considering and, if thought fit, passing with or without modifications,

the resolutions as set out therein

“NTA” Net tangible assets of the Group

“Securities Account” A securities account maintained by a Depositor with CDP but does not include a

securities sub-account

“SGX Catalist” or “Catalist” Catalist, a market regulated by the SGX-ST, formerly known as the SGX-ST Dealing

and Automated Quotation System

“SGX-ST” Singapore Exchange Securities Trading Limited

“SGXNET” The SGXNET Corporate Announcement System

“Share Buyback” The buy back of Shares by the Company in accordance with the terms set out in this

Addendum as well as the Companies Act and the Catalist Rules

“Share Buyback Mandate” General mandate to be given by the Shareholders to authorise the Directors to effect

Share Buyback

“Shareholder(s)” Registered holders of Shares in the Register of Members of the Company, except

that where the registered holder is CDP, the term “Shareholders” shall, in relation to

such Shares and where the context so admits, mean the Depositors in the Depository

Register maintained by the CDP and whose Securities Accounts are credited with

those Shares. Any reference to Shares held by or shareholdings of Shareholders shall

include Shares standing to the credit of their respective Securities Accounts

“Shares” Ordinary shares in the capital of the Company and each a “Share”

“Sponsor” Asian Corporate Advisors Pte. Ltd.

“Substantial Shareholder” A person who has an interest (directly or indirectly) of five per cent. (5%) or more of

the total issued share capital of the Company

“Take-over Code” The Singapore Code of Takeovers and Mergers, as amended or modified from time

to time

“Treasury Share(s)” (a) A Share which was (or is treated as having been) purchased by the Company

in circumstances in which Section 76H of the Act applies; and

(b) Has been held by the Company continuously since the treasury share was so

purchased.

“Unit Share Market” The unit share market of the SGX-ST which allows trading of shares in single shares.

addendum


95

Currencies, Units and Others

“S$” and “cents” or “˘F” Singapore dollars and cents, respectively

“%” or “per cent.” Percentage or per centum

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively

by Section 130A of the Act. The term “Direct Account Holder” shall have the meaning ascribed to the term “account holder”

in Section 130A of the Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine

gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Any reference in this Addendum to any enactment is a reference to that enactment as for the time being amended or re-

enacted. Any term or word defined under the Securities and Futures Act (Chapter 289) of Singapore or the Companies Act or

the Catalist Rules or any statutory or regulatory modification thereof and used in this Addendum shall where applicable have

the same meaning ascribed to it under the Securities and Futures Act (Chapter 289) of Singapore, the Companies Act or the

Catalist Rules or such statutory modification, as the case may be, unless otherwise provided.

All discrepancies in the figures included herein between the listed amounts and totals thereof are due to rounding. Accordingly,

figures shown as totals in this Addendum may not be an arithmetic aggregation of the figures that precede them.

Any reference to a time of a day in the Addendum is a reference to Singapore time unless otherwise stated and shall include

such other date(s) or time(s) as may be announced from time to time by or on behalf of the Company.

addendum



EPICENTRE HOLDINGS LIMITED(Company Registration No: 200202930G)


Directors Registered Office

Mr Jimmy Fong Teck Loon (Executive Chairman and Chief Executive Officer) 37 Jalan Pemimpin

Ms Brenda Yeo (Executive Director) #07-04 Clarus Centre

Mr Siow Chee Keong (Lead Independent Director) Singapore 577177

Mr Azman Hisham Bin Jaafar (Independent Director) Tel No.: +65 6601 9100

Mr Ron Tan Aik Ti (Independent Director) Fax No.: +65 6601 9133

11 October 2011

To: The shareholders of Epicentre Holdings Limited

Dear Sir or Madam

We refer to item 14 of the Notice of AGM for the Company, which is an ordinary resolution to be proposed at the AGM for the

renewal of the Company’s Share Buyback Mandate (“Resolution 14”). The purpose of this Addendum is to provide Shareholders

with information relating to Resolution 14.

1. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

1.1 Background

At the October 2010 AGM, Shareholders had approved, inter alia, the adoption of a Share Buyback Mandate to enable

the Company to purchase or otherwise acquire Shares.

The Share Buyback Mandate which was previously approved on 29 October 2010 will expire on the date of the

forthcoming AGM to be held on 28 October 2011. Accordingly, the Directors propose that the Share Buyback Mandate

be renewed at the forthcoming AGM.

Approval is being sought from Shareholders at the AGM for the adoption of a Share Buyback Mandate for the purchase

by the Company of its issued Shares. If approved, the Share Buyback Mandate will take effect from the date of the AGM

and continue in force until the date of the next annual general meeting of the Company or such date as the next annual

general meeting is required by law to be held, unless prior thereto, Share Buybacks are, carried out to the full extent

mandated or the Share Buyback Mandate is revoked or varied by the Company in a general meeting. The Share Buyback

Mandate will be put to Shareholders for renewal at each subsequent annual general meeting of the Company.

addendum


97

1.2 Rationale for the Share Buyback Mandate

The rationale for the Company to undertake the purchase or acquisition of its issued Shares is as follows:–

(a) Directors and management are constantly seeking to increase Shareholders’ value and to improve, inter alia, the

return on equity of the Group. The purchase by a company of its issued shares at the appropriate price level is

one of the ways through which the return on equity of the Group may be enhanced;

(b) The Share Buyback Mandate will give the Directors the flexibility to purchase or acquire Shares as and when

circumstances permit. The Directors believe that the Share Buyback Mandate provides the Company and its

Directors with a mechanism to facilitate the use of surplus cash over and above the Company’s ordinary working

capital requirements, in an expedient and cost-efficient manner;

(c) The Share Buyback Mandate would also allow the Directors to exercise greater control over the Company’s

share capital structure, dividend policy and cash reserves and may lead to an enhancement of EPS and/or NTA

per Share of the Company and the Group;

(d) The Directors further believe that a Share Buyback by the Company may help mitigate short-term market or price

volatility, offset the effects of short-term share speculation or demand and bolster Shareholders’ confidence;

and

(e) The Share Buyback Mandate will only be exercised as and when the Directors consider it to be in the best

interests of the Company taking into consideration factors such as market conditions and funding arrangements

as applicable, and in appropriate circumstances which the Directors believe will not result in any material adverse

effect on the liquidity and the orderly trading of the Shares, as well as the working capital requirements and the

gearing level of the Group.

Shareholders should note that purchases of Shares pursuant to the Share Buyback Mandate may not be carried out to

the full limit as authorised.

1.3 Authority and Limits of the Share Buyback Mandate

The authority and limitations placed on purchases or acquisitions of Shares by the Company under the Share Buyback

Mandate, if renewed at the forthcoming AGM, are the same as previously approved by Shareholders at the October

2010 AGM. The authority and limitations, subject to compliance with the Companies Act and the Catalist Rules as well

as such other rules, laws or regulations as may be applicable, are summarised below:–

1.3.1 Maximum Number of Shares

Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total number

of Shares that may be purchased or acquired is limited to that number of Shares representing not more than

ten per cent. (10%) of the issued ordinary share capital of the Company as at the date of the respective general

meetings at which the Share Buyback Mandate is approved or renewed (as the case may be).

addendum



Purely for illustrative purposes, on the basis of 93,501,600 Shares in issue as at the Latest Practicable Date, and

assuming that no further Shares are issued on or prior to the AGM, not more than 9,350,160 (representing

approximately ten per cent. (10%) of the total number of issued Shares (excluding Treasury Shares) may be

purchased or acquired by the Company pursuant to the Share Buyback Mandate.

1.3.2 Duration of Authority

Purchases of Shares may be made, at any time and from time to time, on and from the date of approval up to

the earliest of the date on which:–

(a) the next annual general meeting of the Company is held or required by law to be held;

(b) Share Buybacks have been carried out to the full extent mandated; or

(c) the authority contained in the Share Buyback Mandate is varied or revoked.

1.3.3 Manner of Purchase of Shares

Purchases or acquisitions of Shares can be effected by the Company by way of:–

(a) on-market purchases transacted through the Exchange’s Central Limited Order Book Trading System on

Catalist through the ready market through one or more duly licensed stock brokers appointed by the

Company for the purpose of the Share Buyback (“On-Market Purchases”); and/or

(b) an off-market (if effected otherwise than on Catalist) in accordance with any equal access scheme as

defined in Section 76C of the Companies Act, and otherwise in accordance with all other applicable laws

and regulations and Catalist Rules (“Off-Market Purchase”).

The Directors may impose such terms and conditions, which are consistent with the Share Buyback Mandate,

the Catalist Rules and the Companies Act, as they consider fit in the interests of the Company in connection

with or in relation to an equal access scheme or schemes. Under the Companies Act, an equal access scheme

must satisfy all the following conditions:–

(a) offers for the purchase or acquisition of issued Shares shall be made to every person who holds issued

Shares to purchase or acquire the same percentage of their issued Shares;

(b) all of the abovementioned persons shall be given a reasonable opportunity to accept the offers made;

and

(c) the terms of all the offers shall be the same, except that there shall be disregarded:

(i) differences in consideration attributable to the fact that the offers may relate to Shares with

different accrued dividend entitlements;

addendum


99

(ii) (if applicable) differences in consideration attributable to the fact that the offers relate to Shares

with different amounts remaining unpaid; and

(iii) differences in the offers introduced solely to ensure that each person is left with a whole number

of Shares.

In addition, if the Company wishes to make an Off-Market Purchase in accordance with an equal access scheme,

the Company must, as required by the Catalist Rules, issue an offer document to all Shareholders containing at

least the following information:–

(a) the terms and conditions of the offer;

(b) the period and procedures for acceptances;

(c) the reasons for the proposed Share Buyback;

(d) the consequences, if any, of Share Buyback by the Company that will arise under the Take-over Code or

other applicable take-over rules;

(e) whether the Share Buyback, if made, would have any effect on the listing of the Shares on the Catalist;

(f) details of any Share Buyback made by the Company in the previous twelve (12) months (whether On-

Market Purchases or Off-Market Purchases), giving the total number of Shares purchased, the purchase

price per Share or the highest and lowest prices paid for the purchases, where relevant, and the total

consideration paid for the purchases; and

(g) whether the Shares purchased by the Company will be cancelled or held as Treasury Shares.

1.3.4 Maximum Purchase Price

The purchase price to be paid for a Share in the event of any Share Buyback shall not exceed the Maximum

Price (as defined below), which:

(a) in the case of On-Market Purchases, shall mean the price per Share based on not more than five per cent.

(5%) above the average of the closing market prices of the Shares over the last five (5) Market Days on

the Catalist, on which transactions in the Shares were recorded immediately preceding the day of the

market purchase by the Company and deemed to be adjusted for any corporate action occurring after

the relevant five (5) day period; and

addendum



(b) in the case of Off-Market Purchases, shall mean the price per Share based on not more than twenty per

cent. (20%) above the average of the closing market prices of the Shares over the last five (5) Market

Days on the Catalist, on which transactions in the Shares were recorded immediately preceding the day

on which the Company makes an announcement of an offer under an equal access scheme,

in either case, excluding related expenses of the purchase or acquisition (the “Maximum Price”).

For the above purposes, “Average Closing Price” means the average of the closing market prices of the Shares

over the last five (5) Market Days on which transactions in the Share were recorded on the Catalist immediately

preceding the date of the On-Market Purchase by the Company, or as the case may be, the date of the making

of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that

occurs after the relevant five (5) day period.

“date of making of the offer” means the date on which the Company announces its intention to make an

offer for the purchase or acquisition of Shares from Shareholders, stating therein the relevant terms of the equal

access scheme for effecting the Off-Market Purchase.

1.4 Status of Purchased Shares

Under Section 76B of the Companies Act, any Shares purchased or acquired by the Company through a Share Buyback

shall be deemed to be cancelled immediately on purchase or acquisition (and all rights and privileges attached to the

Share will expire on such cancellation) unless held as Treasury Shares in accordance with Section 76H of the Companies

Act.

Pursuant and subject to the Companies Act, Shares are deemed to be purchased or acquired on the date on which the

Company would become entitled to exercise the rights attached to the shares.

Some of the provisions on Treasury Shares under the Companies Act are summarised below:

(a) The number of shares held as Treasury Shares cannot at any time exceed 10% of the total number of shares

issued by a company. The Company shall be entered in its register of members as the member holding those

shares.

(b) Where shares purchased or acquired by the Company are held as Treasury Shares, the Company may at any

time:

(i) sell the Treasury Shares for cash;

(ii) transfer the Treasury Shares for the purposes of or pursuant to an employees’ share scheme;

(iii) transfer the Treasury Shares as consideration for the acquisition of shares in or assets of another company

or assets of a person;

addendum


101

(iv) cancel the Treasury Shares (or any of them); or

(v) sell, transfer or otherwise use the Treasury Shares for such other purposes as may be prescribed by the

Minister for Finance.

(c) Where shares purchased or acquired by a company are cancelled, such shares will be automatically de-listed by

the SGX-ST. Certificates in respect of such cancelled shares will be cancelled and destroyed by the Company as

soon as is reasonably practicable after the shares have been acquired.

(d) The shares held in treasury shall be treated as having no voting rights and shall not be entitled to any dividend

or other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets

to members on a winding up).

However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a sub-division

or consolidation of any treasury share into Treasury Shares of a smaller or larger amount is allowed so long as the total

value of the Treasury Shares after the sub-division or consolidation is the same as before.

1.5 Sources of funds

Previously, any purchase of Shares could only be made out of the Company’s distributable profits that are available for

payment as dividends. However the Companies Act, as amended by the Companies Amendment Act 2005, now permits

the Company to also purchase its own Shares out of capital, as well as from its distributable profits, provided that:–

(a) the Company is able to pay its debts in full at the time it purchases the Shares and will be able to pay its debts

as they fall due in the normal course of business in the twelve (12) months immediately following the purchase;

and

(b) the value of the Company’s assets is not less than the value of its liabilities (including contingent liabilities)

and will not after the purchase of Shares become less than the value of its liabilities (including contingent

liabilities).

Further, for the purpose of determining the value of a contingent liability, the Directors or managers of the Company

may take into account the following:

(a) the likelihood of the contingency occurring; and

(b) any claim the Company is entitled to make and can reasonably expect to be met to reduce or extinguish the

contingent liability.

The Company intends to use its internal resources and/or external borrowings to finance purchases of its Shares pursuant

to the proposed Share Buyback Mandate.

addendum



1.6 Financial Effects of the Share Buyback Mandate

It is not possible for the Company to realistically calculate or quantify the financial effects on the Company and the

Group arising from purchases or acquisitions of Shares that may be made pursuant to the Share Buyback Mandate on

the NTA and EPS as the resultant effect would depend on, inter alia, the aggregate number of Shares purchased or

acquired, whether the purchase or acquisition is made out of capital or profits, the purchase price paid for such Shares

and the amount borrowed (if any) by the Company to fund the purchase or acquisition of the Shares and whether the

Shares purchased or acquired are cancelled or held as Treasury Shares.

The financial effects on the Company and the Group, based on the audited financial statements of the Company and

the Group for the financial year ended 30 June 2011, are based on the assumptions set out below:

Share Buyback made out of capital or profits

Under the Companies Act, Share Buyback may be made out of the Company’s profits and/or capital so long as the

Company is solvent.

Where the consideration paid by the Company for a Share Buyback is made out of profits, such consideration (excluding

related brokerage, goods and services tax, stamp duties and other related expenses) will correspondingly reduce the

amount available for the distribution of cash dividends by the Company. Where the consideration paid by the Company

for Share Buyback is made out of capital, the amount available for the distribution of cash dividends by the Company

will not be reduced.

Maximum Price to be Paid for Share Buyback

Based on 93,501,600 Shares in issue as at the Latest Practicable Date, the exercise in full of the Share Buyback Mandate

will result in the purchase or acquisition of 9,350,160 Shares, representing approximately ten per cent. (10%) of the

issued Shares.

For illustrative purposes only, in the case of an On-Market Purchase by the Company and assuming that the Company

purchases or acquires the 9,350,160 Shares at the Maximum Price of approximately 0.5544 for one Share (being

five per cent. (5%) above the average of the closing market prices of the Shares over the last five Market Days on

which transactions in the Shares were recorded on the Catalist immediately preceding the Latest Practicable Date),

the maximum amount of funds required for the purchase or acquisition of the 9,350,160 Shares is approximately

S$5.2 million.

For illustrative purposes only, in the case of an Off-Market Purchase by the Company and assuming that the Company

purchases or acquires the 9,350,160 Shares at the Maximum Price of approximately 0.6336 for one Share (being the

price equivalent to twenty per cent. (20%) above the average of the closing market prices of the Shares over the last

five Market Days on which transactions in the Shares were recorded on the Catalist immediately preceding the Latest

Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 9,350,160 Shares is

approximately S$5.9 million.

addendum


103

For illustrative purposes, on the basis of the foregoing assumptions, the financial effects of the purchase or acquisition

of such Shares by the Company on the audited accounts of the Company and the Group for the financial year ended

30 June 2011 are set out in the following pages.

As at 30 June 2011

ON-MARKET PURCHASES

(A) Purchases made entirely out of capital and cancelled

(B) Purchases made entirely out of capital and held as Treasury Shares

Group Company

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

(‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

As at 30 June 2011

Total equity 19,732 14,548 14,548 11,183 5,999 5,999

NTA(2) 19,509 14,325 14,325 10,960 5,776 5,776

Current assets 31,341 28,749 28,749 9,696 7,104 7,104

Current liabilities 14,064 16,656 16,656 541 3,133 3,133

Working capital 17,277 12,093 12,093 9,155 3,971 3,971

Total borrowings(3) 235 2,827 2,827 235 2,827 2,827

Number of Shares(4) 93,501,600 84,151,440 93,501,600 93,501,600 84,151,440 93,501,600

Financial ratios

NTA per Share (cents) 20.86 17.02 15.32 11.72 6.86 6.18

Gearing(5) (%) 1.19 19.43 19.43 2.10 47.12 47.12

Current Ratio(6) (times) 2.23 1.73 1.73 17.92 2.27 2.27

Notes:

(1) The above is calculated on the assumption that Share Buybacks by the Group are funded by 50% of internal sources

of funds and 50% of current borrowings with no interest charge on the borrowings.

(2) NTA equals total equity less intangible assets.

(3) Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations.

(4) Based on issued Share capital of 93,501,600 Shares as at 30 June 2011.

(5) Gearing equals total borrowings divided by total equity.

(6) Current ratio equals current assets divided by current liabilities.

(7) All discrepancies in the figures included herein between the listed and total amounts thereof are due to rounding.

Accordingly, figures shown as totals in this addendum may not be an arithmetic aggregation of the figures that

precede them.

addendum



OFF-MARKET PURCHASES

(A) Purchases made entirely out of capital and cancelled

(B) Purchases made entirely out of capital and held as Treasury Shares

Group Company

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

(‘000) (‘000) (‘000) (‘000) (‘000) (‘000)

As at 30 June 2011

Total equity 19,732 13,808 13,808 11,183 5,259 5,259

NTA(2) 19,509 13,585 13,585 10,960 5,036 5,036

Current assets 31,341 28,379 28,379 9,696 6,734 6,734

Current liabilities 14,064 17,026 17,026 541 3,503 3,503

Working capital 17,277 11,353 11,353 9,155 3,231 3,231

Total borrowings(3) 235 3,197 3,197 235 3,197 3,197

Number of Shares(4) 93,501,600 84,151,440 93,501,600 93,501,600 84,151,440 93,501,600

Financial ratios

NTA per Share (cents) 20.86 16.14 14.53 11.72 5.98 5.39

Gearing(5) (%) 1.19 23.15 23.15 2.11 60.79 60.79

Current Ratio(6) (times) 2.23 1.67 1.67 17.92 1.92 1.92

Notes:

(1) The above is calculated on the assumption that Share Buybacks by the Group are funded by 50% of internal sources

of funds and 50% of current borrowings with no interest charge on the borrowings.

(2) NTA equals total equity less intangible assets.

(3) Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations.

(4) Based on issued Share capital of 93,501,600 Shares as at 30 June 2011.

(5) Gearing equals total borrowings divided by total equity.

(6) Current ratio equals current assets divided by current liabilities.

(7) All discrepancies in the figures included herein between the listed and total amounts thereof are due to rounding.

Accordingly, figures shown as totals in this addendum may not be an arithmetic aggregation of the figures that

precede them.

addendum


105

The actual impact will depend on the number and price of the Shares bought back. The Directors do not propose to

exercise the Share Buyback Mandate to such an extent that it would have a material adverse effect on the working capital

requirements and capital adequacy position of the Company. Share Buyback will only be effected after assessing the

relative impact of a Share Buyback taking into consideration both financial factors (such as cash surplus, debt position

and working capital requirements) and non-financial factors (such as share market conditions and performance of the

Shares). The Directors will be prudent in exercising the Share Buyback Mandate only to such extent which the Directors

believe will enhance Shareholders’ value giving consideration to the prevailing market conditions, the financial position

of the Group and other relevant factors.

Shareholders should note that the financial effects illustrated above are based on certain assumptions and

are purely for illustration purposes only. In particular, it is important to note that the above analysis is based

on the audited accounts of the Company and the Group as at 30 June 2011 is not necessarily representative

of the future financial performance of the Group or the Company or the Shares.

Although the Share Buyback Mandate would authorise the Company to buy back up to ten per cent. (10%)

of the Company’s issued Shares, the Company may not necessarily buy back or be able to buy back the total

number of Shares that may be purchased or acquired in accordance to or as permitted under the Share

Buyback Mandate. In addition, the Company may cancel all or part of the Shares repurchased or hold all or

part of the Shares repurchased as Treasury Shares.

1.7 Requirements under the Companies Act and Catalist Rules

Within thirty (30) days of the passing of a Shareholders’ resolution to approve the Share Buyback Mandate, the Company

shall lodge a copy of such resolution with ACRA.

Within thirty (30) days of a Share purchase or acquisition on the Catalist or otherwise, the Company shall lodge with

ACRA a notification of the Share purchase or acquisition in the prescribed form. Such notification shall include, inter

alia, the date of the purchase, the number of Shares purchased, the number of Shares cancelled and/or the number of

Shares held as Treasury Shares, the Company’s issued share capital before and after the Share purchase, the amount

of consideration paid by the Company for the purchase and whether the Shares were purchased out of the profits or

capital of the Company.

Under the Catalist Rules, a listed company may purchase shares by way of On-Market Purchases at a price per share

which is, inter alia, not more than five per cent. (5%) above the average of the closing market prices of the shares

over the last five (5) Market Days, on which transactions in the shares were recorded, preceding the day on which the

purchases were made (the “average closing market price”). The Maximum Price for a Share in relation to On-Market

Purchases by the Company conforms to this restriction.

addendum



The Catalist Rules also specify that a listed company shall announce all purchases or acquisitions of its shares via SGXNET

not later than 9.00 a.m.:–

(a) in the case of an On-Market Purchase, on the Market Day following the day of purchase of any of its shares;

and

(b) in the case of an Off-Market Purchase under an equal access scheme, by 9.00 a.m. on the second Market Day

after the close of acceptances of the offer.

Such announcement shall be in the form of Appendix 8D of the Catalist Rules which includes, without limitation, details

of the total number of shares authorised for purchase, the date of purchase, prices paid for the total number of shares

purchased, the purchase price per share, the highest and lowest shares purchased to date and the number of issued

shares after purchase.

While the Catalist Rules do not expressly prohibit any purchase of shares by a listed company during any particular

time(s), because the listed company would be regarded as an “insider” in relation to any proposed purchase or

acquisition of its issued shares, the Company will not undertake any purchase of Shares pursuant to the Share Buyback

Mandate at any time after any matter or development of a price-sensitive nature has occurred or has been the subject

of consideration and/or a decision of the Board until such price-sensitive information has been publicly announced.

In particular, in line with the best practices guide on securities dealings under Rule 1204(18) of the Catalist Rules, the

Company will not purchase or acquire any Shares through On-Market Purchases and/or Off-Market Purchases during

the period of one month immediately preceding the announcement of the half year or the annual (full-year) results.

1.8 Listing Status

The Company is required under Rule 723 of the Catalist Rules to ensure that at least ten per cent. (10%) of its Shares

are in the hands of the public at all times. The “public”, as defined under the Catalist Rules, are persons other than the

Directors, chief executive officer, substantial shareholders or controlling shareholders of the Company and its subsidiaries,

as well as the associates (as defined in the Catalist Rules) of such persons.

As at the Latest Practicable Date, there are 26,830,800 Shares in the hands of the public (as defined above), representing

approximately 28.7 per cent. (28.7%) of the issued share capital of the Company. Assuming that the Company purchases

its Shares through Market Purchases up to the full ten per cent. (10%) limit pursuant to the Share Buyback Mandate and

all such Shares purchased are held by the public, the number of Shares in the hands of the public would be reduced

by approximately 9,350,160 Shares, the resultant percentage of the issued Shares held by public Shareholders would

be reduced to approximately 20.8 per cent. (20.8%). Accordingly, based on the data available as the Latest Practicable

Date as aforesaid, and assuming that there is no change in the individual shareholdings of the respective public and

non-public shareholders of the Company, the Company is of the view that there is a sufficient number of the Shares

in issue held by public Shareholders which would permit the Company to undertake purchases or acquisitions of its

Shares through On-Market Purchases up to the full ten per cent. (10%) limit pursuant to the Share Buyback Mandate

without affecting the listing status of the Shares on the Catalist and the number of Shares remaining on the hands of

the public will not fall to such a level as to cause market illiquidity.

addendum


107

In undertaking any purchases of its Shares through Market Purchases, the Directors will use their best efforts to ensure

that a sufficient number of Shares remain in public hands so that the Share Buyback(s) will not:–

(a) adversely affect the listing status of the Shares on the Catalist; or

(b) adversely affect the orderly trading of Shares.

1.9 Take-over Implications

Appendix 2 of the Take-over Code contains the Share Buy-Back Guidance Note applicable as at the Latest Practicable

Date. The take-over implications arising from any purchase or acquisition by the Company of its Shares are set out

below.

(i) Under Appendix 2 of the Take-over Code, an increase of a Shareholder’s proportionate interest in the voting

rights of the Company resulting from a Share Buyback by the Company will be treated as an acquisition for the

purpose of Rule 14 of the Take-over Code (“Rule 14”). Consequently, a Shareholder or group of Shareholders

acting in concert with a Director could obtain or consolidate effective control of the Company, and become

obligated to make a take-over offer for the Company under Rule 14.

(ii) Pursuant to Rule 14, a Shareholder and persons acting in concert with the Shareholder will incur an obligation

to make a mandatory take-over offer if, inter alia, he and persons acting in concert with him increase their voting

rights in the Company to thirty per cent. (30%) or more or, if they, together holding between thirty per cent.

(30%) and fifty per cent. (50%) of the Company’s voting rights, increase their voting rights in the Company by

more than one per cent. (1%) in any period of six (6) months.

(iii) Persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding

(whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain

or consolidate effective control of that company. Unless the contrary is established, the following persons will be

presumed to be acting in concert, namely (i) a company with any of its Directors; and (ii) a company, its parent,

subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies

are associated companies, all with each other. For this purpose, ownership or control of at least twenty per cent.

(20%) but not more than fifty per cent. (50%) of the voting rights of a company will be regarded as the test of

associated company status.

(iv) The effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, Directors and persons

acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of the

Company purchasing or acquiring its Shares, the voting rights of such Directors and their concert parties would

increase to thirty per cent. (30%) or more, or if the voting rights of such Directors and their concert parties fall

between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, the voting rights of

such Directors and their concert parties would increase by more than one per cent. (1%) in any period of six

(6) months. In calculating the percentage of voting rights of such Directors and their concert parties, treasury

shares shall be excluded.

addendum



Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not be

required to make a take-over offer for the Company under Rule 14 if, as a result of Share Buybacks, the voting

rights of such Shareholder would increase to thirty per cent. (30%) or more, or, if such Shareholder holds

between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, the voting rights of such

Shareholder would increase by more than one per cent. (1%) in any period of six (6) months. Such Shareholder

need not abstain from voting in respect of the resolution authorising the Share Buyback Mandate. Shareholders

will be subject to the provisions of Rule 14 if they acquire any Shares after Share Buybacks by the Company. For

the purpose of the Take-over Code, an increase in the percentage of voting rights as a result of Share Buybacks

will be taken into account in determining whether a Shareholder and persons acting in concert with him have

increased their voting rights by more than one per cent. (1%) in any period of six (6) months.

(v) If the Company decides to cease the purchase of Shares before it has purchased such number of Shares

authorised by its Shareholders at the latest annual general meeting, the Company will promptly inform its

Shareholders of such cessation. This will assist Shareholders to determine if they can buy any more Shares

without incurring an obligation under Rule 14.

Based on the shareholdings of the Directors and Substantial Shareholders of the Company as at the Latest

Practicable Date, the Share Buyback Mandate is not expected to result in any Director or Substantial Shareholder

incurring an obligation to make a general offer for the Shares of the Company under Rule 14 or Appendix 2 of

the Take-over Code.

Shareholders who are in doubt as to their obligations, if any, to make a mandatory takeover offer

under the Take-over Code as a result of Share Buybacks by the Company are advised to consult their

professional advisers and/or the Securities Industry Council and/or other relevant authorities at the

earliest opportunity.

Purely for illustrative purposes, on the basis of 93,501,600 Shares in issue as at the Latest Practicable Date, and

assuming that no further Shares are issued on or prior to the AGM, not more than 9,350,160 Shares (representing

ten per cent. (10%) of the Shares in issue as at that date) may be purchased or acquired by the Company pursuant

to the Share Buyback Mandate, if so approved by Shareholders at the AGM.

Assuming that such granted Share Buyback Mandate is validly and fully exercised prior to the next AGM for it

to re-purchase the maximum allowed number of Shares being 9,350,160 Shares (on the basis that there would

have been no change to the number of Shares in issue at the time of such exercise) and that such re-purchased

Shares are not acquired from Directors and the Substantial Shareholders and are deemed cancelled immediately

upon purchase, based on the Register of Directors’ Shareholdings and Register of Substantial Shareholders of

the Company as at the Latest Practicable Date, the shareholdings of the Directors and Substantial Shareholders

would be changed as follows:

addendum


109

Before the Share Buyback After the Share Buyback

Direct interest Deemed interest Direct interest Deemed interest

No. of

Shares %

No. of

Shares %

No. of

Shares %

No. of

Shares %

Directors

Directors

Jimmy Fong Teck Loon(1) 50,369,800 53.87 630,000 0.67 50,369,800 59.86 630,000 0.75

Brenda Yeo(1) 630,000 0.67 50,369,800 53.87 630,000 0.75 50,369,800 59.86

Siow Chee Kheong 100,000 0.11 – 0.00 100,000 0.12 – 0.00

Substantial Shareholders

Johnson Goh Ann Ann 10,710,000 11.45 – 0.00 10,710,000 12.73 – 0.00

Rowsley Sports Pte. Ltd. 4,861,000 5.20 – 0.00 4,861,000 5.78 – 0.00

Rowsley Ltd(2) – 0.00 4,861,000 5.20 – 0.00 4,861,000 5.78

Garville Pte Ltd(2) – 0.00 4,861,000 5.20 – 0.00 4,861,000 5.78

Lim Eng Hock(2) – 0.00 4,861,000 5.20 – 0.00 4,861,000 5.78

Notes:

(1) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his wife, Ms Brenda Yeo and vice

versa by virtue of Section 7 of the Companies Act, Cap. 50.

(2) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,861,000 shares held by Rowsley

Sports Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.

1.10 No Shares Purchased or Acquired in the Previous Twelve Months

The Company has not made any purchase or acquisition of its Shares (whether via On-Market Purchases or Off-Market

Purchases in the 12 months preceding the Latest Practicable Date).

1.11 Taxation

Shareholders who are in doubt as to their respective tax positions or any tax implications, or who may be subject to

tax in a jurisdiction outside Singapore, should consult their own professional advisers.

2. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

The interests of the Directors and Substantial Shareholders of the Company as at the Latest Practicable Date, as recorded

in the Company’s Register of Directors’ Shareholdings and the Register of Substantial Shareholders respectively, are

set out as follows.

addendum



Directors’ Interests

Direct interest Deemed interest

No. of Shares % No. of Shares %

Directors

Jimmy Fong Teck Loon(1) 50,369,800 53.87 630,000 0.67

Brenda Yeo(1) 630,000 0.67 50,369,800 53.87

Siow Chee Kheong 100,000 0.11 – 0.00

Substantial Shareholders’ Interests

Direct interest Deemed interest

Johnson Goh Ann Ann 10,710,000 11.45 – 0.00

Rowsley Sports Pte. Ltd. 4,861,000 5.20 – 0.00

Rowsley Ltd(2) – 0.00 4,861,000 5.20

Garville Pte Ltd(2) – 0.00 4,861,000 5.20

Lim Eng Hock(2) – 0.00 4,861,000 5.20

Notes:

(1) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his wife, Ms Brenda Yeo and vice versa

by virtue of Section 7 of the Companies Act, Cap. 50.

(2) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,861,000 shares held by Rowsley Sports

Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.

3. ACTIONS TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on their behalf should

sign and return the Proxy Form attached to the Notice of AGM in accordance with the instructions printed thereon

as soon as possible and in any event so as to arrive at the registered office of the Company at 37 Jalan Pemimpin

#07-04 Clarus Centre, Singapore 577177, not later than forty-eight (48) hours before the time fixed for the AGM. The

appointment of a proxy by a Shareholder does not preclude him/her from attending and voting in person at the AGM

if he/she subsequently wishes to do so, in place of his/her proxy.

CPF investors may wish to check with their CPF Approved Nominees on the procedure and deadline for the submission

of their written instructions to their CPF Approved Nominees to vote on their behalf.

A Depositor shall not be regarded as a Shareholder entitled to attend the AGM and to speak or vote thereat unless

he/she is shown to have Shares entered against his/her name in the Depository Register, as certified by the CDP, as at

forty-eight (48) hours before the AGM.

addendum


111

4. DIRECTORS’ RECOMMENDATION

The Directors are of the opinion that the renewal of the Share Buyback Mandate is in the best interests of the Company.

Accordingly, they recommend that Shareholders vote in favour of the Resolution 14 relating to the renewal of the Share

Buyback Mandate at the forthcoming AGM.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this

Addendum and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this

Addendum constitutes full and true disclosure of all material facts about the Proposed Renewal of the Share Buyback

Mandate, the issuer and its subsidiaries, and the Directors are not aware of any facts the omission of which would make

any statement in this Addendum misleading. Where information in the Addendum has been extracted from published or

otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been

to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in

the Addendum in its proper form and context.

6. DOCUMENTS FOR INSPECTION

Copies of the Company’s annual report for FY 2011 and its memorandum and articles of association are available for

inspection at the registered office of the Company at 37 Jalan Pemimpin #07-04 Clarus Centre, Singapore 577177 during

normal business hours from the date hereof up to and including the date of the forthcoming AGM.

Yours faithfully

For and on behalf of the Board of Directors



Executive Chairman and Chief Executive Officer

notice of annual general meeting



NOTICE IS HEREBY GIVEN that the Annual General Meeting of EPICENTRE HOLDINGS LIMITED (the “Company”) will be held

at 1 Orchid Club Road, Orchid Country Club, Level 1, Golf Clubhouse, Octagon, Singapore 769162 on Friday, 28 October 2011

at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the financial year ended 30

June 2011 together with the Auditors’ Report thereon.

(Resolution 1)

2. To declare a tax exempt one-tier final dividend of 2 Singapore cents per share for the financial year ended 30 June 2011

(2010: 2 Singapore cents per share).

(Resolution 2)

3. To declare a tax exempt one-tier special one-off dividend of 2 Singapore cents per share for the financial year ended

30 June 2011 (2010: Nil).

(Resolution 3)

4. To re-elect the following Directors of the Company retiring pursuant to Article 92 and Article 93 of the Articles of

Association of the Company:

Mr Azman Hisham Bin Jaafar (Retiring under Article 92) (Resolution 4)

Ms Brenda Yeo (Retiring under Article 93) (Resolution 5)

[See Explanatory Note (i)]

5. To approve the payment of Directors’ Fees of S$261,668 for the financial year ended 30 June 2011 (2010: S$100,000).

(Resolution 6)

6. To re-appoint Messrs BDO LLP as the Auditors of the Company and to authorise the Directors of the Company to fix

their remuneration.

(Resolution 7)

7. To transact any other ordinary business which may properly be transacted at the Annual General Meeting.



113

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

8. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Cap. 50

and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading

Limited

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual Section B: Rules of Catalist

of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Directors of the Company be authorised and

empowered to:

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require

shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)

options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors

of the Company may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in

pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in

force,

(the “Share Issue Mandate”)

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted

pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed 100%

of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated

in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be

issued other than on a pro rata basis to existing shareholders of the Company shall not exceed 50% of the total

number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance

with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate

number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued

shares and Instruments shall be based on the number of issued shares (excluding treasury shares) in the capital

of the Company at the time of the passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;




(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting

at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions

of the Listing Manual Section B: Rules of Catalist of the SGX-ST for the time being in force (unless such compliance

has been waived by the SGX-ST) and the Articles of Association of the Company; and

(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force

(i) until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual

General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares

to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance

of such shares in accordance with the terms of the Instruments.

(Resolution 8)

[See Explanatory Note (ii)]

9. Authority to issue shares under the Epicentre Holdings Limited Performance Share Plan

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised and empowered

to offer and grant awards under the Epicentre Holdings Limited Performance Share Plan (the “Plan”) and to issue from

time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the

vesting of awards under the Plan, whether granted during the subsistence of this authority or otherwise, provided always

that the aggregate number of additional ordinary shares to be issued pursuant to the Plan shall not exceed fifteen

per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from

time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in

force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual

General Meeting of the Company is required by law to be held, whichever is earlier.

(Resolution 9)

[See Explanatory Note (iii)]

10. Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual Section B: Rules of Catalist

of the Singapore Exchange Securities Trading Limited, the Directors of the Company be authorised and empowered

to issue such number of shares in the Company as may be required to be issued pursuant to the Epicentre Holdings

Limited Scrip Dividend Scheme (the “Scheme”) from time to time in accordance to the “Terms and Conditions of the

Scheme as set out on pages 81 to 86 of the Circular dated 7 June 2010” and that such authority shall, unless revoked

or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General

Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law

to be held, whichever is earlier.

(Resolution 10)

[See Explanatory Note (iv)]



115

11. The proposed Participation by an Associate of the Controlling Shareholder under the Epicentre Holdings

Limited Performance Share Plan

THAT Ms Brenda Yeo, an Associate of the Controlling Shareholder, be authorised to participate in the Epicentre Holdings

Limited Performance Share Plan provided always that the Performance Shares to be issued to the Associate of the

Controlling Shareholder pursuant to the Plan, shall not exceed 10% of the aggregate number of Performance Shares

issued under the Plan in conformity with the limits prescribed therein.

(Resolution 11)

12. The proposed Grant of Award to the Controlling Shareholder under the Epicentre Holdings Limited

Performance Share Plan

THAT the proposed grant of Award to Mr Jimmy Fong Teck Loon, the Controlling Shareholder, in accordance with the

terms under the Epicentre Holdings Limited Performance Share Plan and the following terms, is hereby approved:

Proposed date of grant of Award : 1 November 2011

Number of Shares in the proposed grant of Award : 1,400,000 Shares

Date of issue and allotment of Shares : 31 October 2013

(Resolution 12)

13. The proposed Grant of Award to an Associate of the Controlling Shareholder under the Epicentre Holdings

Limited Performance Share Plan

THAT subject to and contingent upon the passing of Resolution 11 above, the proposed grant of Award to Ms Brenda

Yeo, an Associate of the Controlling Shareholder, in accordance with the terms under the Epicentre Holdings Limited

Performance Share Plan and the following terms, is hereby approved:

Proposed date of grant of Award : 1 November 2011

Number of Shares in the proposed grant of Award : 1,200,000 Shares

Date of issue and allotment of Shares : 31 October 2013

(Resolution 13)

14. Renewal of Share Buyback Mandate

That:

(a) for the purposes of the Companies Act Cap. 50 (the “Act”), the exercise by the Directors of the Company of all

the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company

not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined

by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether

by way of:

(i) market purchases (“On-Market Purchase”), transacted on the Catalist through the Singapore Exchange

Securities Trading Limited’s Central Limit Order Book trading system or, as the case may be, any other

securities exchange on which the Shares may for the time being be listed and quoted, through one or

more duly licensed stockbrokers appointed by the Company for the purpose; and/or




(ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the Catalist in

accordance with any equal access schemes (subject to Section 76C of the Act) as may be determined

or formulated by the Directors of the Company as they consider fit, which schemes shall satisfy all the

conditions prescribed by the Act, and otherwise in accordance with all other listing rules and regulations

of the Singapore Exchange Securities Trading Limited as may for the time being be applicable, be and

is hereby authorised and approved generally and unconditionally (the “Share Buyback Mandate”);

(b) unless varied or revoked by an ordinary resolution of shareholders of the Company in general meeting, the

authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised

by the Directors at any time and from time to time during the period commencing from the passing of this

Resolution and expiring on the earlier of:

(i) the date on which the next Annual General Meeting of the Company is held or required by law to be

held; or

(ii) the date on which the authority contained in the Share Buyback Mandate is varied or revoked by an

ordinary resolution of shareholders of the Company in general meeting;

(c) in this Resolution:

“Prescribed Limit” means ten per centum (10%) of the total number of ordinary shares of the Company as at

the date of the last Annual General Meeting or as at the date of passing of this Resolution (whichever is the

higher) unless the Company has effected a reduction of the share capital of the Company in accordance with

the applicable provisions of the Act, at any time during the Relevant Period, in which event the total number of

ordinary shares of the Company shall be taken to be the amount of the total number of ordinary shares of the

Company as altered (excluding any treasury shares that may be held by the Company from time to time);

“Relevant Period” means the period commencing from the date on which the last Annual General Meeting

was held and required by law to held and expiring on the date the next Annual General Meeting is held or is

required by law to be held, whichever is the earlier, after the date of this Resolution; and

“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties,

applicable goods and services tax and other related expenses) not exceeding:

(i) in the case of an On-Market Purchase: 105% of the Average Closing Price; and

(ii) in the case of an Off-Market Purchase: 120% of the Average Closing Price:



117

where:

“Average Closing Price” means, in the case of a Market Purchase, the average of the closing market prices of

the Shares over the last five (5) market days, on which transactions in the Shares on the Catalist were recorded,

before the day on which an On-Market purchase was made by the Company or, in the case of an Off-Market

Purchase, the date of the announcement of the offer pursuant to an Off-Market Purchase, and deemed to be

adjusted in accordance with the Catalist Rules for any corporate action which occurs after the relevant period

of five (5) market days; and

(d) the Directors of the Company and each of them be and are hereby authorised and empowered to complete

and do all such acts and things (including executing such documents as may be required) as they may consider

desirable, expedient or necessary in the interest of the Company in connection with or for the purposes of giving

full effect to the Share Buyback Mandate.

(Resolution 14)

[See Explanatory Note (v)]

By Order of the Board

Chew Kok Liang

Nathaniel C. V.

Company Secretaries

Singapore

11 October 2011

Explanatory Notes:

(i) Mr Azman Hisham Bin Jaffar will, upon re-election as a Director of the Company, remain as Chairman of the Nominating Committee,

a member of the Audit Committee and Remuneration Committee respectively and will be considered independent.

(ii) the Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors of the Company from the date of this Annual General

Meeting until the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of

the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is

the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to

a number not exceeding, in total, 100% of the total number of issued shares (excluding treasury shares) in the capital of the Company,

of which up to 50% may be issued other than on a pro rata basis to existing members of the Company.

(iii) The Ordinary Resolution 9 in item 9 above, if passed, will empower the Directors of the Company, from the date of this Meeting until

the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required

by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares

in the Company pursuant to the vesting of awards under the Epicentre Holdings Limited’s Performance Share Plan up to a number

not exceeding in total (for the entire duration of the Plan) fifteen per centum (15%) of the total number of issued shares (excluding

treasury shares) in the capital of the Company from time to time.




(iv) The Ordinary Resolution 10 in item 10 above, if passed, will empower the Directors of the Company, from the date of this Meeting

until the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is

required by law to be held or when varied or revoke by the Company in a general meeting, whichever is the earlier, to issue shares in

the Company from time to time pursuant to the Epicentre Holdings Limited’s Scrip Dividend Scheme.

(v) The Ordinary Resolution 14 in item 14 above, if passed, will empower the Directors of the Company from the date of the above Meeting

until the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is

required by law to be held, whichever is the earlier, to repurchase ordinary shares of the Company by way of on-market purchases or

Off-Market Purchase of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of

the Company at the Maximum Price as defined in Addendum.

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint not more than two proxies

to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. If the appointer is a corporation, the instrument appointing a proxy must be executed either under its seal or under the hand of an

officer or attorney duly authorised.

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 37 Jalan Pemimpin #07-04 Clarus

Centre, Singapore 577177 not less than forty-eight (48) hours before the time appointed for holding the Meeting.

4. This notice has been prepared by the Company and its contents have been reviewed by the Company’s sponsor (“Sponsor”), Asian

Corporate Advisors Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“Exchange”).

The Company’s Sponsor has not independently verified the contents of this notice including the correctness of any of the figures

used, statements or opinions made.

This notice has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this

notice including the correctness of any of the statements or opinions made or reports contained in this notice.

The contact person for the Sponsor is Mr Liau H.K.

Telephone number: 6221 0271

notice of book closure date


119

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on

9 November 2011 for the purpose of determining the members’ entitlements to the tax exempt one-tier final dividend and

tax exempt one-tier special one-off dividend to be proposed at the Annual General Meeting of the Company to be held on

28 October 2011.

Duly completed registrable transfers in respect of the shares of the Company received by the Company’s Share Transfer Agent

in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd. up to 5.00 p.m. on 8 November 2011 will be registered to

determine members’ entitlements to such dividends. Member whose Securities Accounts with The Central Depository (Pte) Ltd

are credited with shares of the Company as at 5.00 p.m. on 8 November 2011 will be entitled to such proposed dividends.

Payment of the said dividends, if approved by the members at the Annual General Meeting, will be paid on 23 November

2011.

By Order of the Board

Chew Kok Liang

Nathaniel C. V.

Company Secretaries

Singapore

11 October 2011

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EPICENTRE HOLDINGS LIMITED(Company Registration No. 200202930G)


PROXY FORM(Please see notes overleaf before completing this Form)

IMPORTANT:

1. For investors who have used their CPF monies to buy Epicentre Holdings Limited’s shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.

I/We,

of

being a member/members of EPICENTRE HOLDINGS LIMITED (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at 1 Orchid Club Road, Orchid Country Club, Level 1, Golf Clubhouse, Octagon, Singapore 769162 on Friday, 28 October 2011 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.)

No. Resolutions relating to: For Against

1. Directors’ Report and Audited Accounts for the financial year ended 30 June 2011

2. Payment of proposed tax exempt one-tier final dividend of 2 Singapore cents per ordinary

share for the financial year ended 30 June 2011

3. Payment of proposed tax exempt one-tier special one-off dividend of 2 Singapore cents per

ordinary share for the financial year ended 30 June 2011

4. Re-election of Mr Azman Hisham Bin Jaafar as a Director

5. Re-election of Ms Brenda Yeo as a Director

6. Approval of Directors’ Fees amounting to S$261,668

7. Re-appointment of Messrs BDO LLP as Auditors

8. Authority to issue shares

9. Authority to issue award of shares under the Epicentre Holdings Limited Performance

Share Plan

10. Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme

11. The proposed Participation by an Associate of the Controlling Shareholder under the

Epicentre Holdings Limited Performance Share Plan

12. The proposed Grant of Award to the Controlling Shareholder under the Epicentre

Holdings Limited Performance Share Plan

13. The proposed Grant of Award to an Associate of the Controlling Shareholder under the

Epicentre Holdings Limited Performance Share Plan

14. Renewal of Share Buyback Mandate

Dated this day of 2011

Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Signature of Shareholder(s)

or, Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register

(as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you

have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares

entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you

should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your

name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to

relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies

to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints more than one proxy, he/she shall specify the proportion of his/her shareholding to be represented

by each proxy. If no such proportion or number is specified the appointments shall be invalid unless he/she specifies the

proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the

Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person,

and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument

of proxy to the Meeting.

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 37 Jalan Pemimpin

#07-04 Clarus Centre, Singapore 577177 not less than forty-eight (48) hours before the time appointed for the Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised

in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under

its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is

executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be

lodged with the instrument.

7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit

to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or

illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the

instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may

reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered

against his/her name in the Depository Register as at forty-eight (48) hours before the time appointed for holding the Meeting, as

certified by The Central Depository (Pte) Limited to the Company.

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To be the Best Digital Lifestyle Store in Asia.

Delivering a delightful customer’s shopping

experience and providing value adds to our

stakeholders.

Total Commitment to Customers, unmatched

service excellence and innovative services

for their one stop Digital Lifestyle needs.

Innovation Learning Ownership

Vision Excellence Integrity Teamwork

This document has been prepared by the Company and its contents have been reviewed by the Company’s sponsor (“Sponsor”), Asian Corporate Advisors Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“Exchange”). The Company’s Sponsor has not independently verifi ed the contents of this document including the correctness of any of the fi gures used, statements or opinions made.

This document has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Mr Liau H.K.Telephone number: 6221 0271

Designed and produced by

(65) 6578 6522


37 Jalan Pemimpin


Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

Website: www.epicentreasia.com

EpiCentre Holdings Limited37 Jalan Permimpin, Clarus Centre

Block A, #08-02B, Singapore 577177

Tel: +65 6100 9100 Fax: +65 6101 9111

Annual Report 2011

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