epicentre holdings limited_
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Annual Report 2012TRANSCRIPT
INNOVATING FOR TOMORROWANNUAL REPORT 2012
Be a World Class
Digital Lifestyle Brand in Asia.
We are committed to enrich the
customer’s digital lifestyle with World
Class Experience, Innovative Value and
Awesomely Great (EPIC) Hospitality.
1ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
02 our values
03 corporate profi le
04
chairman statement
06
operations review
08fi nancial highlights
09awards and achievements
10
board of directors
13ten reasons to buy from Epicentre
14
store listing
17corporate information
18
group structure
19
product showcase
27 corporate governance report
43
fi nancial statements
108
statistics of shareholdings
110addendum
130notice of annual general meeting
proxy form
This Annual Report has been reviewed by the Company’s Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verifi ed the contents of this Annual Report.
This Annual Report has not been examined or approved by the SGX-ST and the SGX-ST 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 Annual Report.
The details of the contact person for the Sponsor are:
Name: Mr. Lawrence Wong Chee Meng
Address: Six Battery Road #10-01, Singapore 049909
Tel: +65 6381 6757
2 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
LEARNING
We, as a TEAM
continuously, to improve
our competency for
greater fulfilment
VIBRANCY
We enthusiastically
work towards
innovative solution
OWNERSHIP
We act pridefully
with accountability and speed
ETHICS
We consistently
act with integrity
and fairness
Our Values
3ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Epicentre Holdings Limited (“Epicentre” or the “Group”)
is one of the fastest-growing and most prominent digital
lifestyle companies in Singapore. Established in 2002 as the
first Apple Premium Reseller (“APR”) in the region, Epicentre
is not only the longest-serving, but also one of the most-
awarded APR in Asia.
Epicentre has redefined the shopping experience for Apple
consumers by offering a comprehensive range of Apple and
Apple-related products as well as pre and post-sale services
in a one-stop lifestyle digital hub. The Group is emphatic
on locating its stores within prime districts that experience
heavy footfall and this is a key consideration to the Group’s
expansion both locally and regionally. Today, the Group
operates 8 Epicentre stores in Singapore, 6 in Malaysia
(Kuala Lumpur) and 3 in China (Shanghai and Beijing); with plans to further extend its footprint within these cities.
Apart from retailing Apple and Apple-related products in Epicentre stores, the Group also offers an extensive range of
accessories in EpiLife concept stores-where Fashion meets IT. EpiLife is a lifestyle chain that completes the shopping
experience of fashion-forward consumers. EpiLife also carries merchandise under iWorld, the Group’s proprietary
brand of accessories targeted at the young and trendy. To date, the Group has launched 2 EpiLife stores in Singapore.
In line with the Group’s penchant for innovation, it has spearheaded one of Southeast Asia’s pioneering m-commerce
platforms. Coined EpiLife On-The-Go, this unique shopping experience drives sales through the clever placements of
Quick Response (QR) codes on both traditional and non-traditional promotional mediums. By offering diverse products
ranging from IT to beauty, F&B and fashion amongst other lifestyle-oriented merchandise, EpiLife-On-The Go is primed
to engage consumers in a new and refreshing way.
Over the years, the Group has achieved multiple awards and accolades for its sterling performance. Winner of the
Singapore Prestigious Brand Award (“SPBA”) — Promising Brand for three consecutive years since 2009, Epicentre
claimed the Overall Winner title in 2010 and was inducted into the SPBA — Hall of Fame in 2011. As a testament to
the Group’s commitment towards high service standards, Epicentre won the Singapore Retailers Association (SRA)
Premium Service GEM Award in 2010 and 2011. Since 2003, the Group has also bagged numerous accolades for its
accomplishments as a partner of Apple. These include the honour of winning the Platinum Partner Award during the
South Asia Conference 2010 and achieving Apple Best POS Asia from 2006 to 2008.
Epicentre was listed on the Catalist Board of the Singapore Exchange Securities Trading Limited on 18 January 2008.
corporate profi le
4 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
chairman statement
Ann City opened in December 2011 and the second, at 313@
Somerset in March 2012.
In April 2012, we made a quantum leap by teaming up with
International Enterprise (IE) Singapore via its Global Company
Partnership (GCP) to strategically build our capability across
markets and gain access to financial assistance. Through this
programme, we collaborated with CellCity and DBS Bank to
offer virtual stores with EpiLife On-The-Go; moving beyond
the conventional brick-and-mortar retail model into the mobile
commerce (“m-commerce”) platform. By scanning the Quick
Response (QR) codes placed on everyday mediums like
catalogues, flyers, billboards and advertising walls in public
spaces like MRT and movie theatre screens, customers
are able to make EpiLife purchases at their convenience
and opt to collect their merchandises at designated stores
or have it delivered. Traditional media spaces can now be
transformed into business channels, diversifying our income
stream, while providing our customers the flexibility they desire.
With m-commerce, we bring the shop right to the consumer,
allowing us to win their hearts and minds. More importantly,
this new initiative opens up a new business channel, allowing
us to generate sales without the hefty overheads associated
with a physical store.
We also forged partnerships with five polytechnics in
Singapore, namely Singapore Polytechnic, Nanyang
Polytechnic, Ngee Ann Polytechnic, Temasek Polytechnic
and Republic Polytechnic during the year to collaborate on
m-commerce related entrepreneurship initiatives. Through
these partnerships, we are able to gather feedback to fine-tune
and improve on our existing m-commerce platform. It also
serves as a good avenue for us to understand our consumer
profile and latest trends.
While committed to developing new sales platforms to
build our long term competitive advantage, we have been
actively looking at ways to differentiate and enhance our
brand equity and service. During the year, we embarked on
various projects such as Customer Relationship Management
and Customer Centric Initiatives with the aim of providing
exceptional customer experience to turn customers into
our advocates. Using these tools, we are able to identify
and anticipate customers’ needs, at the same time, provide
personalised service to make our customers feel appreciated.
We also launched BrandPact-Epicentre & EpiLife to improve
our branding by boosting our desirability and exclusivity in the
customer’s mind space.
Dear Shareholders
Financial year ended 30 June 2012 (“FY 2012”) was an active
year for Epicentre as we focused on putting in place the
building blocks for new growth amidst slowing retail spending
from the volatile economy. The Group delivered record
revenue of S$183.9 million, up 13.1% year-on-year (“y-o-y”) for
FY 2012. We sought to expand our reach through the launch
of 8 new retail stores, boosting our presence to 18 outlets
across 3 countries. Leveraging on our innovative spirit to drive
future sustainable growth, we introduced several new sales
platforms such as EpiLife concept store, EpiLife On-The-Go
mobile commerce (“m-commerce”) platform and phase 2 of
Epicentre iPhone Application, to cater to the convenience of
our busy customers. We also embarked on brand-building and
customer excellence projects during the year to strengthen our
corporate identity and brand equity. As these initiatives are
in their gestation period, we had to endure some short-term
impact on our financial performance. Consequently, the Group
recorded a net profit attributable to owners of the parent of
S$1.0 million for FY 2012, down 79.4% y-o-y.
To thank shareholders for their continued support, the Board
declared a final dividend of 0.6 cents per share for FY 2012.
Delivering Innovative Solutions
Our constant drive to introduce enterprising initiatives is a clear
reflection of our strong entrepreneurial spirit. At Epicentre, we
challenge ourselves to look at existing practices and processes
with a fresh perspective and do not shy away from taking the
untried and untested route.
Innovation is very much ingrained in the make-up of Epicentre.
We launched phase 2 of Epicentre iPhone application and
introduced EpiLife, the first-of-its-kind concept store that
portrays IT products as lifestyle and fashion covetable in
January 2012. Sourcing the world for unique designs, we offer
an extensive range of accessories from established brands
such as Ice Watch, Paul Frank, MRKT, UNIE FRENCHIE and
Nakamichi. The new spin off from Epicentre aims to cater to
the growing demand for individualist designs that bridges the
gap between technology and lifestyle. On top of that, through
our in-depth understanding of customers’ preferences, we
create our very own unique fashion-statement pieces under
the proprietary brand, “iWorld”. To date, we have launched
2 EpiLife stores in Singapore, with the maiden store at Ngee
5ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Our competitive edge is clear: At Epicentre, we offer a comprehensive range of Apple products
and unique digital lifestyle fashion accompanied with impeccable customer experience and
comprehensive pre-and post-sale services, at your convenience.
Investing in Tomorrow
Moving forward, the economic outlook looks set to remain challenging with ongoing weakness
in the western economies and softening of the Chinese economy.
In line with Epicentre’s determination to grow long term shareholder value, we will continue
to invest in our future by consciously balancing between increasing the distribution network
and managing costs while supporting our new sales platform. We see more opportunities
in Malaysia, where consumer sentiments remained robust. Given the strong revenue boost
from Malaysia, surging 42.8% y-o-y to S$33.5 million for FY 2012, we will continue to commit
resources to boost our market share through the launch of new stores. Our largest revenue
contributor, Singapore, accounted for 80.5% of FY 2012 revenue or S$148.0 million. As our
key market, the Group will continue to support initiatives to diversify revenue stream such as
EpiLife and EpiLife On-The-Go. With our first mover advantage in capturing the younger, more
fashion-conscious customers, who regularly use the internet or participate in social media, we
are confident that these strategic investments will provide good returns gradually.
Corporate Social Responsibility
While working towards generating long term returns for our shareholders, we are keenly
aware of the need to play our part as a responsible corporate citizen. On 20 November
2011, we collaborated with the Singapore Children Cancer Foundation to organise a charity
run for our network of corporate clients, business associates, employees, friends, families,
and shareholders. The funds raised by the participants amounted to a total of S$14,320.
In Appreciation
I would like to express my deepest appreciation to our shareholders, partners
and customers for your continuous support. I would like to acknowledge too, the
invaluable insights and guidance of our Board.
To our staff, thank you for your dedication and passion. Together, we will work
hand-in-hand to build the Best Digital Lifestyle Brand in Asia.
Jimmy Fong Teck Loon
Executive Chairman & Chief Executive Officer
6 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
operations review
The Group delivered record revenue of
S$183.9 million, up 13.1% year-on-year
(“y-o-y”) for financial year ended 30 June
2012 (“FY 2012”).
Revenue breakdown by Geographical Segment
Revenue from Singapore increased 6.4% y-o-y to S$148.0
million, accounting for 80.5% of the Group’s revenue for FY
2012. The increase was due to the full year operation of 2
additional stores and the strong demand for Apple products.
Further boosted by strong consumer sentiments in Malaysia,
revenue from Malaysia surged 42.8% y-o-y to S$33.5 million,
contributing 18.2% to the Group’s revenue for FY 2012.
Meanwhile, the Group received maiden revenue contribution
of S$2.4 million from PRC, with the launch of 2 new stores in
Shanghai and 1 in Beijing in FY 2012.
Revenue breakdown by Products
Apple products continued to be the key driver, contributing
S$157.8 million or 85.8% to the Group’s revenue for FY 2012.
The Group’s efforts to increase sales in higher margin third
party brand complementary products was reflected in the
9.3% y-o-y increase in revenue to S$26.1 million for FY 2012.
Gross profit declined 2.5% y-o-y to S$23.6 million for FY 2012
mainly attributable to the volatility in USD/SGD, affecting the
margins of Apple products. However, with effect from 30
September 2012, the purchase of Apple products for the
Singapore operations will be denominated in SGD, thereby
eliminating majority of the Group’s foreign exchange risk.
Total operating expenses increased 23.7% y-o-y to S$24.5
million for FY 2012, mainly due to higher administrative,
advertising and promotional expenses incurred with the
opening of the 8 outlets in FY 2012. Other initiatives rolled out
during the financial year such as the launch of new enterprising
sales platforms, Customer Centric Initiatives and Brandpact
projects, also contributed to the rise in administrative expenses.
As the new initiatives launched during the year are in their
gestation period, the Group had to bear the initial costs
needed for it to take off. Consequently, the Group recorded a
net profit attributable to owners of the parent of S$1.0 million
for FY 2012, down 79.4% y-o-y.
Earnings per share of the Group declined to 1.05 cents
per share for FY2012 from 5.10 cents per share in the
corresponding period last year.
Inventories increased S$4.0 million to S$14.1 million as at
30 June 2012 with the launch of 8 new stores in FY 2012.
As at 30 June 2012, the Group was in a net cash position of
S$12.9 million.
160,000
140,000
120,000
100,000
80,000
60,000
40,000
20,000
0
139,127148,019
23,47633,515
2,354
Singapore Malaysia China
FY 2011
FY 2012
($’000)
7ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
operations review
8 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
fi nancial highlights
Revenue (S$M)
183.9FY 2012
162.6FY 2011
88.1FY 2010
65.0FY 2009
Net Profi t Attributable to Owners of the Parent (S$M)
1.0FY 2012
4.8FY 2011
1.8FY 2009
3.4FY 2010
Gross Profi t (S$M)
23.6FY 2012
14.3FY 2010
24.2FY 2011
10.9FY 2009
Profi t Before Tax (S$M)
0.9FY 2012
4.1FY 2010
5.7FY 2011
2.1FY 2009
9ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
awards and achievements
1 Singapore Prestige Brand Award 2011
Hall of Fame 2011
Promising Brand Winner
2 The Entrepreneur of the Year 2011
A Rotary – ASME Award
Overall Winner
3 The Entrepreneur of the Year 2011
A Rotary – ASME Award
Winner of EYA for Info-Communications Technology
4 Asia Pacifi c Entrepreneurship Awards
2011
Outstanding Entrepreneurship Award
5 Singapore Retailers Association (SRA)
2011
Premium Service GEM Award
6 Singapore Prestige Brand Award 2010
Overall Winner, Promising Brand
7 Apple South Asia Conference 2010
Platinum Partner Award
8 Singapore Retailers Association (SRA)
2010
Premium Service GEM Award
9 Singapore Prestige Brand Award 2009
Promising Brand Winner
10 Apple Top 3 Merchandising Award 2009
11 Apple Top APR POS Asia 2008
12 Apple Top POS Asia 2007
13 Apple Best POS Asia 2006
14 Best Apple Centre 2003
Gold Singapore 2003
5
9 10 11
6 7 8
21
3 4
10 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
board of directors
Brenda Yeo
Executive Director
Ms Yeo is our Executive Director
and was appointed to our Board on
21 February 2007. She was re-elected
as a Director on 30 October 2008.
She oversees the management of the
Group. In 2005, she 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.
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
Jimmy Fong Teck Loon
Executive Chairman &
Chief Executive Officer
Mr Fong is our Executive Chairman
and Chief Executive Officer and the
founder of the Group. He began
his career in 1991 and in 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.
11ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 sits
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 and Sunvic
Chemicals 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 intellectual property’s
licensing, merchandising, retail and
distribution markets, he is currently
the International Director at First
Alverstone Partners and other
international companies based in
Singapore, Malaysia, Australia,
Austria, Germany and USA including
EMS Holdings and Hi-5 Operations.
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 RHTLaw Taylor Wessing 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 received a
Long Service Award. He obtained LL.B
(Hons) from the National University of
Singapore.
12 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
13ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
10 reasons to buy from
Epitude Membership
Exclusive membership privileges at and
beyond Epicentre
Best Apple Deals
Attractive Apple offers under one roof
EpiAcademy
Established complimentary learning hub for
Apple Products
One Stop Service Centre
Epicentre@313@Somerset and Wheelock
Place are located close to eServ, Apple
troubleshoot service provider
iConcierge Services
First-of-its-kind counter service that provides
technical advice and support
Trade-in Services
Only place that offers cash for old
computers, laptops, iPads or iPods
Qualifi ed and Certifi ed Mac Evangelists
Serviced by trained Mac Lovers for Mac
Lovers
EpiGuard
Exclusive insurance policy available for our
valued customers
7-Day Extended Exchange Period
Unparalleled service with extended exchange
period
Great Locations
Conveniently located at prime districts
14 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
store listing singapore
Epicentre @ ION Orchard
2 Orchard Turn
ION Orchard #B3-14
Singapore 238801
Tel: +65 6509 8190
Epicentre @ 313@Somerset
313 Orchard Road
313@Somerset #01-19/20
Singapore 238895
Tel: +65 6509 6681
Epicentre @ Bugis Junction
200 Victoria Street
Bugis Junction #01-56/57
Singapore 188021
Tel: +65 6338 4892
Epicentre @ Marina Bay Sands
2 Bayfront Avenue
The Shoppes at Marina Bay Sands
B2-100A Singapore 018972
Tel: +65 6688 7070
Epicentre @ Wheelock Place
501 Orchard Road
Wheelock Place #02-20/23
Singapore 238880
Tel: +65 6238 6780
Epicentre @ Suntec City Mall
3 Temasek Boulevard
Suntec City #02-179
Singapore 038983
Tel: +65 6337 8246
14 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
Epicentre @ Scotts Square
6 Scotts Road
Scotts Square #B1-23/24
Singapore 228209
Tel: +65 6636 2330
EpiLife @ 313@Somerset
313 Orchard Road
313@Somerset #B3-21
Singapore 238895
Tel: +65 6235 5997
Epicentre @ Takashimaya S.C.
391 Orchard Road
Takashimaya S.C. Ngee Ann City
#B2-32 Singapore 238872
Tel: +65 6238 9378
EpiLife @ Takashimaya S.C.
391 Orchard Road
Takashimaya S.C. Ngee Ann City
#B2-32 Singapore 238872
Tel: +65 6733 4850
15ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
store listing malaysia
Epicentre @ Lim Kok Wing
Campus Store, Lot 27, Innovasi 1-1
Jalan Teknorat 1/1, 63000 Cyberjaya
Selangor Darul Ehsan
Tel: +603 8313 0300
Epicentre @ Yu Fashion Garden
(Shanghai)
L126/L127 Yu Fashion Garden
168 Fang Bang Zhong Road
Huang Pu District, Shanghai
Tel: +86 21 3376 7500
Epicentre @ Crystal Mall (Beijing)
L111/L112 Crystal Mall
51 Fu Xing Road
Hai Dian District, Beijing
Tel: +86 10 6826 0361
Epicentre @ Plaza 96 (Shanghai)
L139/140 Plaza 96
796 Dong Fang Road
Pu Dong District, Shanghai
Tel: +86 21 6106 0076
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
Epicentre @ Pavilion
Lot 5.24.07 Level 5 Pavilion
Kuala Lumpur
168 Jalan Bukit Bintang
55100 Kuala Lumpur
Tel: +603 2141 6378
store listing china
Epicentre @ e@Curve
Lot G36-38, Ground Floor
e@Curve, No. 2A Jalan
PJU 7/3, Mutiara Damansara
47810 Petaling Jaya
Tel: +603 7726 1006
Epicentre @ Bangsar Village II
UGF-21, Floor Level Upper
Ground Floor Bangsar Village II No. 2
Jalan Telawi Satu
Bangsar Baru 59100
Kuala Lumpur
Tel: +603 2287 8970
Epicentre @ Fahrenheit88
Lot G-23, Ground Floor, Farenheit88
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Tel: +603 2143 8001
15ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
16 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
17ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
corporate information
FULL NAME OF COMPANYEpicentre Holdings Limited
COMPANY REGISTRATION NUMBER200202930G
WEBSITEwww.epicentreasia.com
BOARD OF DIRECTORSJimmy 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)
Azman Hisham Bin Jaafar (Independent Director)
AUDIT COMMITTEESiow Chee Keong (Chairman)
Ron Tan Aik Ti
Azman Hisham Bin Jaafar
NOMINATING COMMITTEEAzman Hisham Bin Jaafar (Chairman)
Jimmy Fong Teck Loon
Ron Tan Aik Ti
Siow Chee Keong
REMUNERATION COMMITTEERon Tan Aik Ti (Chairman)
Siow Chee Keong
Azman Hisham Bin Jaafar
REGISTERED OFFICE37 Jalan Pemimpin
#07-04 Clarus Centre
Singapore 577177
Telephone: +65 6601 9100
Facsimile: +65 6601 9133
COMPANY SECRETARIESYun Chee Keen
Chew Kok Liang
AUDITORSBDO 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 OFFICEBoardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01, Singapore Land Tower
Singapore 048623
Telephone: +65 6536 5355
Facsimile: +65 6536 1360
PRINCIPAL BANKERSOversea-Chinese Banking Corporation Limited
Australia and New Zealand Banking Group Limited
Citibank N.A. Singapore Branch
Standard Chartered Bank
The Hongkong and Shanghai Banking Corporation Limited
18 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
group structure
Epicentre HoldingsLimited
group of companies
SINGAPORE
Epicentre Holdings Limited
37 Jalan Pemimpin
#07-04, Clarus Centre
Singapore 577177
Tel: +65 6601 9100
Fax: +65 6601 9133
Epicentre Pte. Ltd.
37 Jalan Pemimpin
#07-04, Clarus Centre
Singapore 577177
Tel: +65 6601 9100
Fax: +65 6601 9133
Epicentre Solutions Pte. Ltd.
37 Jalan Pemimpin
#07-04, Clarus Centre
Singapore 577177
Tel: +65 6601 9100
Fax: +65 6601 9133
Epi Lifestyle Pte. Ltd.
37 Jalan Pemimpin
#07-04, Clarus Centre
Singapore 577177
Tel: +65 6601 9100
Fax: +65 6601 9133
MALAYSIA
Epicentre Lifestyle Sdn. Bhd.
34 Jalan Sultan Ismail
Unit 1706 Central Plaza Suite
50250 Kuala Lumpur, Malaysia
Tel: +603 2141 1787
Fax: +603 2141 3787
CHINA
Epicentre (Shanghai) Co., Ltd.
No 710 Dong Fang Road
Unit 1404
200122 Shanghai, P.R.China
Tel: +86 21 6044 2776
Fax: +86 21 5830 2203
Epicentre
Pte. Ltd.
100%
Epicentre
Solutions
Pte. Ltd.
100%
Epi Lifestyle
Pte. Ltd.
100%
Epicentre
Lifestyle
Sdn. Bhd.
100%
Epicentre
(Shanghai)
Co., Ltd.
87%
19ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
product showcase
20 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
product showcase
21ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
product showcase
22 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
product showcase
23ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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24 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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25ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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26 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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corporate governance report
27ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
The Board of Directors (the “Board”) of Epicentre Holdings Limited (the “Company”) together with its subsidiaries (the
“Group”) 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”). Unless otherwise stated,
these practices were in place throughout the financial year.
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.
The key roles 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, Directors’ 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); and
• Approve annual budgets, major funding proposals, investment and divestment proposals.
Board Committees
Our Directors recognise the importance of good corporate governance and in offering high standards of accountability
to our shareholders. In order to provide an independent oversight and to discharge its responsibilities more efficiently,
the Board has delegated certain functions to various Board Committees. The Board Committees consist of Audit
Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”).
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28 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
These Board Committees function within clearly defined terms of reference and operating procedures and are reviewed
on a regular basis to ensure their continued relevance. The Chairman of the respective Committee will report to the
Board on the outcome of the Committee meetings and their recommendations on the specific agendas mandated to
the Committee by the Board. The effectiveness of each Committee is also constantly reviewed by the Board.
Matters which specifically require Board’s approval are those involving material acquisitions and disposals of assets,
corporate or financial restructuring, dividends, share issuances and other shareholder matters.
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.
The number of meetings held by the Board and Board Committees and attendance of Directors at the meetings for
the financial year ended 30 June 2012 is set out as follows:
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee
Number of meetings held 3 2 1 1
Name of Director Number of meetings attended
Jimmy Fong Teck Loon 3 2* 1* 1
Brenda Yeo 3 2* 1* 1*
Siow Chee Keong 3 2 1 1
Ron Tan Aik Ti 3 2 1 1
Azman Hisham Bin Jaafar 3 2 1 1
* By invitation
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.
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.
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29ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Board Composition and Guidance
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.
The list of the Directors is 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 Hisman Bin Jaafar Independent Director
The Board’s structure, size and composition are reviewed on an annual basis by the NC to ensure that the Board has
the appropriate size and with the right mix of skills and diverse expertise and experience given the nature and scope
of the Group’s operations 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 43 to 45 of the Annual Report.
Non-Executive Directors meet regularly without the presence of the Management.
Non-Executive Directors are encouraged to constructively challenge and help to develop the management reporting
framework and review management performance.
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30 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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 the 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 ensures the quality, quantity, accuracy and
the timelines of information flow between the Board, the Management and shareholders of the Company and also
encourages the constructive relationship within the Board between the Executive and Non-Executive Directors and
between the Board and the Management.
The Company has also appointed Mr Siow Chee Keong as Lead Independent Director of the Company pursuant to the
recommendation in Guideline 3.3 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 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
corporate governance report
31ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
The NC functions under its terms of reference which sets out its responsibilities as follows:
• Recommend to the Board on all new Board appointments, re-appointments and re-nominations;
• Ensure that Independent Directors meet the Code’s guidelines and criteria;
• Assess the effectiveness of the Board as a whole; and
• Ensure that the Directors with multiple board representation commit adequately in carrying out his/her duties.
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”) of the Company. 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 of the Company following their appointments.
The dates of initial appointment and last re-election of each Director are set out below:
Name of Director
Position held on
the Board
Date of first
appointment to
the Board
Date of last
re-election as
Director
Mr Jimmy Fong Teck Loon Chairman 9 April 2002 29 October 2010
Ms Brenda Yeo Director 21 February 2007 28 October 2011
Mr Siow Chee Keong Director 10 December 2007 30 October 2009
Mr Ron Tan Aik Ti Director 3 August 2010 29 October 2010
Mr Azman Hisham Bin Jaafar Director 3 November 2010 28 October 2011
The NC is of the view that despite multiple board representations in certain instances, each Director is able to allocate
sufficient time and attention to the affairs of the Company and has been adequately discharging his/her duties as a
Director of the Company.
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32 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
The Board has accepted the NC’s nomination of the retiring Directors who have given their consent for re-election at
the forthcoming AGM of the Company. The retiring Directors are Mr Siow Chee Keong and Mr Ron Tan Aik Ti who will
retire pursuant to Article 93 of the Articles of Association of the Company.
The NC has assessed the independence of the Non-Executive Directors, Mr Siow Chee Keong, Mr Ron Tan Aik Ti
and Mr Azman Hisham Bin Jaafar, and is satisfied that there are no relationships which would deem them not to be
independent.
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 a formal process for assessment of the
effectiveness of the Board as a whole.
The NC undertakes a process to assess the effectiveness of the Board as a whole for the financial year ended 30 June
2012. The appraisal parameters focused on evaluation of factors such as the size and composition of the Board, the
Board’s access to information, Board’s processes and accountability, Board’s performance in relation to discharging
its principal responsibilities, communication with the Management and the standards of conduct of the Directors. The
performance measurements ensure that the mix of skills and experience of the Directors continue to meet the needs
of the Group.
Through the evaluation process and the intensity of participation by the Directors 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 and the results of the assessment has been communicated to and accepted by the Board.
The NC 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. However, the NC 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.
corporate governance report
33ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 the Management 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 assist the
Board to 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 entirely Independent Directors and the members of the RC are:
Mr Ron Tan Aik Ti Chairman
Mr Siow Chee Keong Member
Mr Azman Hisham Bin Jaafar Member
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34 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
The RC functions under its terms of reference which sets out its responsibilities as follows:
• 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 packages for each Executive Director; and
• Review the appropriateness of remuneration package awarded to Non-Executive Directors.
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. All aspects of remuneration, including but not limited to
Directors’ fees, salaries, allowances, bonuses and benefits in kind, are covered by the RC.
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 the need arises. The expense of such services is
borne by the Company. No individual Director shall be involved in deciding his/her own remuneration.
Each member of the RC shall abstain from making any recommendation on or voting on any resolutions in respect of
his own remuneration package.
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 of the Company.
corporate governance report
35ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
The service agreement of the Executive Chairman and CEO covered 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 six months’ notice in writing.
The Company has an existing performance share plan known as Epicentre Holdings Limited Performance 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.
A breakdown of the remuneration of the Directors of the Company, in percentage terms showing the level and mix,
for the financial year ended 30 June 2012 falling within the broad bands are set out below:
Remuneration Band
Fixed
Salary
Directors’
Fees
Performance Related
Income/Bonus Total
S$1,000,000 to S$1,249,999
Jimmy Fong Teck Loon 95 5 – 100%
S$750,000 to $999,999
Nil – – – –
S$500,000 to S$749,999
Nil – – – –
S$250,000 to S$499,999
Brenda Yeo 91 9 – 100%
Below S$250,000
Siow Chee Keong – 100% – 100%
Ron Tan Aik Ti – 100% – 100%
Azman Hisham Bin Jaafar – 100% – 100%
The Code requires the disclosures 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.
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36 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
The range of the gross remuneration of the top five key executives of the Group (who are not Directors) for the financial
year ended 30 June 2012 are set out below:
Remuneration Band
Number of Key Executives
2012 2011
S$250,000 to S$499,999 1 –
Below S$250,000 4 5
Ms Brenda Yeo, an Executive Director of the Company, is the spouse of Mr Jimmy Fong Teck Loon, the Executive
Chairman and the CEO of the Company as well as the substantial shareholder of the Company.
Save as disclosed, there is no employee of the Group who is an immediate family member of any Director or the CEO
or a controlling shareholder and whose remuneration has exceeded S$150,000 during the financial year ended 30
June 2012.
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 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, the 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 for their effective monitoring and
decision-making.
corporate governance report
37ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 entirely Independent Directors and the members of the AC are:
Mr Siow Chee Keong Chairman
Mr Ron Tan Aik Ti Member
Mr Azman Hisham Bin Jaafar Member
The AC meets 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 its 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.
corporate governance report
38 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
The AC has full access to and cooperation of the Management, internal and external auditors. It also has full discretion
to invite any Director or executive officer to attend its meetings and has been given adequate resources to enable it
to discharge its functions properly.
The AC meets with the external and internal auditors, separately without the presence of Management, at least once
a year. The AC reviews the findings from the auditors and the assistance given to the auditors by the Management.
The AC, having reviewed the range and value of non-audit services rendered by the external auditors, Messrs BDO
LLP, which comprise tax advisory services and is satisfied that the nature and extent of such services will not prejudice
the independence and objectivity of the external auditors. The audit and non-audit fees paid/payable to the external
auditors for the financial year ended 30 June 2012 were $74,000 and $15,000 respectively.
The Company has complied with Rule 715 of the Listing Manual Section B: Rules of Catalist of the SGX-ST as all
subsidiaries of the Company are audited by Messrs BDO LLP for the purposes of the consolidated financial statements
of the Group.
The AC will undertake a review of the scope of services provided by the external auditors, the independence and
the objectivity of the external auditors on annual basis. Messrs BDO LLP, the external auditors of the Company, has
confirmed that they are a Public Accounting Firm registered with Accounting and Corporate Regulatory Authority and
provide a confirmation of their independence to the AC. The AC had assessed the external auditors based on factors
such as performance, adequacy of resources and experience of their audit engagement partner and auditing team
assigned to the Group’s audit the size and complexity of the Group. Accordingly, the AC is satisfied that Rule 712
of the Listing Manual Section B: Rules of Catalist of the SGX-ST is complied with and has recommended the Board
that Messrs BDO LLP be nominated for re-appointment as external auditors at the forthcoming AGM of the Company.
The Company’s internal auditors, during their course of audit, will evaluate the effectiveness of the Company’s internal
controls and report to the AC, together with their recommendations, any material weakness and non-compliance of
the internal controls. The AC has reviewed the internal audit reports and based on the controls in place, is satisfied
that there are adequate internal controls in the Group.
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 the whistle blowing framework, endorsed by the AC, which provides the mechanisms to
encourage and provide a channel 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.
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39ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Internal Controls
Principle 12: The Board should ensure that the 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 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.
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 internal auditors 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 internal auditors in this respect.
Relying on the reports from the internal auditors and the management letter points provided by external auditors, the
AC carried out assessment of the effectiveness of key internal controls during the year. Any material non-compliance
or weaknesses in internal controls or recommendations from the internal and external auditors to further improve the
internal controls were reported to the AC. The AC will also follow up on the actions taken by the Management on the
recommendations made by the internal auditors.
Based on the various management controls in place, the reports from the internal auditors and the management letter
points provided by external auditors, reviews conducted by the Management, the Board with the concurrence of the AC,
is of the opinion that the system of internal controls addressing financial, operational and compliance risks maintained
by the Group during the year are adequate in meeting the needs of the Group’s business operations and provide
reasonable assurance against material financial misstatements or material loss and to safeguarding the Group’s assets.
The Board also notes that all internal control systems and risk managements systems contain inherent limitations and
no system of internal controls or risk management system could provide absolute assurance against the occurrence
of material errors, poor judgement in decision making, human error, losses, fraud or other irregularities.
As the Group continues to grow the business, the Board will continue to review and take appropriate steps to strengthen
the Group’s overall system of internal controls and risk management.
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40 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
Internal Audit
Principle 13: The Company should establish an internal audit function that is independent of the activities
it audits.
The Board recognises the importance of maintaining a system of internal controls, procedures and processes for the
Group to safeguard the shareholders’ investments and the Company’s assets.
The Company has outsourced the internal audit functions of the Group to Messrs 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 through administratively liaises with the Chief Financial Officer.
Management is responsible for designing and implementing a system of internal controls, procedures and processes
for the Group to safeguard the shareholders’ investments and Company’s assets. The internal auditors assess the
reliability, adequacy and effectiveness of these internal controls and risk management processes of the Group, assisting
the AC in the review of interested person transactions and checking 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, 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 raise 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.
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41ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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.
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 Chairman
of the AC, NC and RC are normally available at the meetings to answer any question relating to the work of these
Board 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 during the period commencing one month immediately preceding the announcement of
the Company’s half year 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, on normal commercial terms and will not be prejudicial to
the interests of the Company and its minority shareholders.
There were no interested person transactions between the Company and any of its interested person (Directors,
executive officers or controlling shareholders of the Group or the associates of such Directors, executive officers or
controlling shareholders) subsisting for the financial period from 1 July 2011 to 30 June 2012.
The Company does not have any shareholders’ mandate for interested person transactions.
corporate governance report
42 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
MATERIAL CONTRACTS
Save as disclosed in the Directors’ report and financial statements, there were 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 2012 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 minimise the Group’s exposure to foreign currency fluctuation, it
engages in foreign currency hedging based on purchase commitments.
CATALIST SPONSOR
The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of the
Company is RHT Capital Pte. Ltd.
For the purposes of Rule 1204(21) of the Listing Manual Section B: Rules of Catalist of the SGX-ST, there was no
non-sponsor fee paid to RHT Capital Pte. Ltd. as at the date of this report.
NON-CONFLICT OF INTEREST
Mr Azman Hisham Bin Jaafar, Independent Director of the Company, has declared to the Directors that he is the Partner
of RHTLaw Taylor Wessing LLP (“RHTLaw Taylor Wessing”). We are not presently aware of any conflict of interest
arising from his aforesaid role. He abstains from any voting on any resolution where it relates to the appointment of
RHTLaw Taylor Wessing, RHT Corporate Advisory Pte. Ltd., RHT Capital Pte. Ltd. and their related companies.
report of the directors
43ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 2012 and the statement of financial position of the Company as at 30
June 2012.
1. Directors
The Directors of the Company in office at the date of this report are:
Jimmy Fong Teck Loon
Brenda Yeo
Siow Chee Keong
Ron Tan Aik Ti
Azman Hisham Bin Jaafar
2. Arrangements to enable Directors to acquire shares or debentures
Except as disclosed under the section “Share options and performance shares plan”, 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 under Section 164 of the Singapore
Companies Act, Cap. 50 (the “Act”), none of the Directors of the Company who held office at the 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
or nominees
Shareholdings in which
Directors are deemed to
have interest
Balance at
1 July 2011
Balance at
30 June 2012
Balance at
1 July 2011
Balance at
30 June 2012
Number of ordinary shares
Company
Jimmy Fong Teck Loon 50,369,800 55,025,800 630,000 630,000
Brenda Yeo 630,000 630,000 50,369,800 55,025,800
Siow Chee Keong 100,000 100,000 – –
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.
Jimmy Fong Teck Loon’s shareholding as at 30 June 2012 includes 54,969,800 shares held by Credit Suisse
AG Singapore through HSBC (Singapore) Nominees Pte Ltd.
report of the directors
44 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
3. Directors’ interests in shares or debentures (Continued)
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 2012 in the shares of the Company have not changed from those disclosed
as at 30 June 2012.
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 and performance shares plan
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”) and the participation of Jimmy Fong Teck
Loon, a controlling shareholder in the Company, in 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.
At the Annual General Meeting held on 28 October 2011, the shareholders of the Company approved the
participation of Brenda Yeo in the Scheme, and the grant of Awards for 1,400,000 and 1,200,000 shares to two
Executive Directors, namely Jimmy Fong Teck Loon and Brenda Yeo respectively. Notwithstanding approval of
shareholders at the Annual General Meeting to the grant of such Awards, the Awards have not, as at 30 June
2012, been granted to Jimmy Fong Teck Loon and Brenda Yeo.
The aggregate number of new shares issued pursuant to the Scheme shall not exceed 15% of the issued share
capital of the Company.
As at 30 June 2012, no options and conditional awards have been granted to controlling shareholders of the
Company or associates of the Company and no employees have received 5% or more of the total options and
conditional awards available under the Scheme.
The Scheme is administered by the Remuneration Committee.
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.
report of the directors
45ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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
Azman Hisham Bin Jaafar
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 and
internal auditors and the consolidated financial statements of the Group 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
28 September 2012
statement by directors
46 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
In the opinion of the Board of Directors,
(a) the consolidated financial statements of the Group and the statement of financial position of the Company are
drawn up 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 2012, and of the results changes, in equity and cash flows of the Group for the financial year then ended;
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
28 September 2012
independent auditors’ report
47ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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”) set out on pages 49 to 107, which comprise the statements of financial position of the Group
and of the Company as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and a
summary of significant accounting policies and other explanatory information.
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
48 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
TO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED
Report on the financial statements (Continued)
Opinion
In our opinion, the consolidated 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 2012 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
28 September 2012
statements of fi nancial positionAS AT 30 JUNE 2012
49ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Note Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Non-current assets
Club membership 4 223 223 223 223
Plant and equipment 5 3,606 2,510 732 900
Investments in subsidiaries 6 – – 3,476 1,120
3,829 2,733 4,431 2,243
Current assets
Inventories 7 14,124 10,137 – –
Trade and other receivables 8 7,363 5,841 3,557 6,496
Prepayments 880 493 77 76
Current income tax recoverable 103 – – –
Cash and cash equivalents 9 12,953 14,870 279 3,124
35,423 31,341 3,913 9,696
Less:
Current liabilities
Trade and other payables 10 18,182 12,967 459 450
Provisions 11 244 135 50 50
Deferred revenue 12 8 – – –
Derivative financial instruments 13 21 14 –* 6
Finance lease payables 14 79 35 79 35
Current income tax payable 153 913 – –
Bank borrowings 15 3,490 – – –
22,177 14,064 588 541
Net current assets 13,246 17,277 3,325 9,155
Less:
Non-current liabilities
Bank borrowings 15 87 – – –
Finance lease payables 14 82 200 82 200
Deferred tax liabilities 16 92 78 15 15
261 278 97 215
16,814 19,732 7,659 11,183
Equity
Share capital 17 6,709 6,709 6,709 6,709
Treasury shares 18 (7) – (7) –
Foreign currency translation account 19 (24) (2) – –
Retained earnings 10,233 12,989 957 4,474
Equity attributable to owners of
the parent 16,911 19,696 7,659 11,183
Non-controlling interest (97) 36 – –
Total equity 16,814 19,732 7,659 11,183
* Denotes less than $1,000
The accompanying notes form an integral part of these financial statements.
consolidated statement of comprehensive incomeFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
50 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
Note 2012 2011
$’000 $’000
Revenue 20 183,888 162,603
Cost of sales (160,280) (138,397)
Gross profit 23,608 24,206
Other items of income
Interest income 5 13
Other income 21 1,824 1,365
Other items of expense
Administrative expenses (18,829) (15,311)
Selling and distribution costs (5,719) (4,541)
Finance costs 22 (31) (2)
Profit before income tax 23 858 5,730
Income tax expense 24 (248) (983)
Profit for the year 610 4,747
Other comprehensive income
Foreign currency differences on translation of foreign operations (8) (30)
Income tax relating to components of other comprehensive income – –
Other comprehensive income for the financial year, net of tax (8) (30)
Total comprehensive income for the year 602 4,717
Profit attributable to:
Owners of the parent 984 4,767
Non-controlling interest (374) (20)
610 4,747
Total comprehensive income attributable to:
Owners of the parent 962 4,739
Non-controlling interest (360) (22)
602 4,717
Earnings per share (in cents)
– Basic and diluted 25 1.05 5.10
The accompanying notes form an integral part of these financial statements.
consolidated statement of changes in equityFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
51ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
No
te
Sh
are
ca
pit
al
Tre
as
ury
sh
are
s
Fo
reig
n
cu
rre
nc
y
tra
ns
lati
on
ac
co
un
t
Re
tain
ed
ea
rnin
gs
Eq
uit
y
att
rib
uta
ble
to o
wn
ers
of
the
pa
ren
t
No
n-
co
ntr
oll
ing
inte
res
t
To
tal
eq
uit
y
$’0
00
$’0
00
$’0
00
$’0
00
$’0
00
$’0
00
$’0
00
Ba
lan
ce
at
1 J
uly
20
11
6,7
09
–(2
)1
2,9
89
19
,69
63
61
9,7
32
Pro
fit
for
the
ye
ar
––
–9
84
98
4(3
74
)6
10
Oth
er
co
mp
reh
en
siv
e i
nc
om
e
fo
r th
e y
ea
r
Fo
reig
n c
urr
en
cy d
iffe
ren
ces
o
n t
ran
sla
tio
n o
f fo
reig
n
o
pera
tio
ns,
net
of
tax
––
(22
)–
(22
)1
4(8
)
To
tal
co
mp
reh
en
siv
e i
nc
om
e
fo
r th
e y
ea
r–
–(2
2)
98
49
62
(36
0)
60
2
Pu
rch
ase o
f tr
easu
ry s
hare
s1
8–
(7)
––
(7)
–(7
)
Dis
trib
uti
on
to
ow
ne
rs o
f th
e
p
are
nt
– D
ivid
en
ds
26
––
–(3
,74
0)
(3,7
40
)–
(3,7
40
)
Tra
ns
ac
tio
ns
wit
h t
he
n
on
-co
ntr
oll
ing
in
tere
st
– C
ap
ital co
ntr
ibu
tio
n b
y
no
n-c
on
tro
llin
g in
tere
st
––
––
–2
27
22
7
Ba
lan
ce
at
30
Ju
ne
20
12
6,7
09
(7)
(24
)1
0,2
33
16
,91
1(9
7)
16
,81
4
Th
e a
cco
mp
an
yin
g n
ote
s f
orm
an
in
teg
ral p
art
of
these f
inan
cia
l sta
tem
en
ts.
consolidated statement of changes in equityFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
52 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
No
te
Sh
are
ca
pit
al
Fo
reig
n
cu
rre
nc
y
tra
ns
lati
on
res
erv
e/
(ac
co
un
t)
Re
tain
ed
ea
rnin
gs
Eq
uit
y
att
rib
uta
ble
to o
wn
ers
of
the
pa
ren
t
No
n-
co
ntr
oll
ing
inte
res
t
To
tal
eq
uit
y
$’0
00
$’0
00
$’0
00
$’0
00
$’0
00
$’0
00
Ba
lan
ce
at
1 J
uly
20
10
6,7
09
26
11
,02
71
7,7
62
–1
7,7
62
Pro
fit
for
the
ye
ar
––
4,7
67
4,7
67
(20
)4
,74
7
Oth
er
co
mp
reh
en
siv
e i
nc
om
e
fo
r th
e y
ea
r
Fo
reig
n c
urr
en
cy d
iffe
ren
ces
o
n t
ran
sla
tio
n o
f fo
reig
n o
pera
tio
ns,
n
et
of
tax
–(2
8)
–(2
8)
(2)
(30
)
To
tal
co
mp
reh
en
siv
e i
nc
om
e
fo
r th
e y
ea
r–
(28
)4
,76
74
,73
9(2
2)
4,7
17
Dis
trib
uti
on
to
ow
ne
rs o
f th
e p
are
nt
– D
ivid
en
ds
26
––
(2,8
05
)(2
,80
5)
–(2
,80
5)
Tra
ns
ac
tio
ns
wit
h t
he
n
on
-co
ntr
oll
ing
in
tere
st
– A
t trib
uta
ble
to
in
co
rpo
ratio
n o
f
a s
ub
sid
iary
––
––
58
58
Ba
lan
ce
at
30
Ju
ne
20
11
6,7
09
(2)
12
,98
91
9,6
96
36
19
,73
2
Th
e a
cco
mp
an
yin
g n
ote
s f
orm
an
in
teg
ral p
art
of
these f
inan
cia
l sta
tem
en
ts.
consolidated statement of cash fl owsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
53ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2012 2011
$’000 $’000
Operating activities
Profit before income tax 858 5,730
Adjustments for:
Allowance for inventory obsolescence 10 31
Third parties trade receivables written off 46 23
Changes in value of derivative financial instruments 7 59
Depreciation of plant and equipment 1,512 996
Interest income (5) (13)
Interest expense 31 2
Loss on disposals of plant and equipment – 1
Inventories written off 80 72
Plant and equipment written off – 4
Reversal of provision for reinstatement cost not utilised (58) (30)
Operating cash flows before working capital changes 2,481 6,875
Working capital changes:
Inventories (4,025) (2,290)
Trade and other receivables (1,559) 56
Prepayments (386) (108)
Trade and other payables 5,143 4,279
Deferred revenue 8 –
Cash generated from operations 1,662 8,812
Interest received 5 13
Interest paid (31) (2)
Income taxes paid (1,093) (644)
Net cash from operating activities 543 8,179
Investing activities
Proceeds from capital contributions by non-controlling interest 227 58
Purchase of club membership – (223)
Purchase of plant and equipment (2,435) (1,286)
Purchase of treasury shares (7) –
Net cash used in investing activities (2,215) (1,451)
The accompanying notes form an integral part of these financial statements.
consolidated statement of cash fl owsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
54 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
Note 2012 2011
$’000 $’000
Financing activities
Dividends paid (3,740) (2,805)
Decrease in fixed deposits pledged – 1,713
Proceeds from bank borrowings 7,643 –
Repayments of bank borrowings (4,066) –
Repayments of finance lease payables (74) (16)
Net cash used in financing activities (237) (1,108)
Net change in cash and cash equivalents (1,909) 5,620
Cash and cash equivalents at beginning of financial year 14,870 9,281
Effects of exchange rate changes on cash and cash equivalents (8) (31)
Cash and cash equivalents at end of financial year 9 12,953 14,870
The accompanying notes form an integral part of these financial statements.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
55ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 2012 were authorised for issue in accordance with a Directors’ resolution
dated 28 September 2012.
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”) including related
Interpretation of FRS (“INT FRS”) and are prepared under the historical cost convention, except as
disclosed in the accounting policies below.
The individual financial statements of each Group entity are measured and presented in the currency of
the primary economic environment in which the entity operates (its functional currency). The consolidated
financial statements of the Group and the statement of financial position of the Company are presented
in Singapore dollar (“$”), which is the functional currency of the Company. All values are rounded to the
nearest thousand ($’000) except when otherwise indicated.
In the current financial year, the Group has adopted all the new or revised FRS and INT FRS that are
relevant to its operations and effective for the current financial year. The adoption of the new or revised
FRS and INT FRS did not result in changes to the Group’s accounting policies and has no material effect
on the amounts reported for the current and prior financial years.
FRS 24 (Revised) Related Party Disclosures
FRS 24 (Revised) has been adopted beginning 1 July 2011 and has been applied retrospectively. The
revised standard clarified the definition of a related party and does not have any impact on the amounts
reported for the current or prior financial years.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
56 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.1 Basis of preparation of financial statements (Continued)
FRS and INT FRS issued but not yet effective
As at the date of the authorisation of these financial statements, the Group has 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 : Amendments to FRS 1 – Presentation of Items of Other
Comprehensive Income
1 July 2012
FRS 12 : Amendments to FRS 12 Deferred Tax: Recovery of
Underlying Assets
1 January 2012
FRS 19 : Employee Benefits 1 January 2013
FRS 27 : Separate Financial Statements 1 January 2014
FRS 28 : Investments in Associates and Joint Ventures 1 January 2014
FRS 32 : Offsetting of Financial Assets and Financial Liabilities 1 January 2014
FRS 101 : Amendments to FRS 101: Government Loans 1 January 2013
FRS 107 : Amendments to FRS107: Offsetting of Financial Assets
and Financial Liabilities
1 January 2013
FRS 110 : Consolidated Financial Statements 1 January 2014
: Consolidated Financial Statements, Joint Arrangements
and Disclosure of Interests in Other Entities:
Transition Guidance (Amendments to FRS 110,
FRS 111 and FRS 112)
1 January 2014
FRS 111 : Joint Arrangements 1 January 2014
FRS 112 : Disclosure of Interests in Other Entities 1 January 2014
FRS 113 : Fair Value Measurements 1 January 2013
INT FRS 120 : Stripping Costs in the Production Phase
of a Surface Mine
1 January 2013
Improvements to FRSs 2012 1 January 2013
Consequential amendments were also made to various standards as a result of these new or revised
standards.
The Group expects 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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
57ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.1 Basis of preparation of financial statements (Continued)
FRS and INT FRS issued but not yet effective (Continued)
Amendments to FRS 1 Presentation of Items of Other Comprehensive Income
The amendments to FRS 1 changes the grouping of items presented in other comprehensive income.
Items that could be reclassified to profit or loss at a future point in time would be presented separately
from items which will never be reclassified. As the amendments only affect the presentation of items
that are already recognised in other comprehensive income, the Group does not expect any impact on
its financial position or performance upon adoption of this standard from the financial year beginning
1 July 2012.
FRS 110 Consolidated Financial Statements
FRS 110 changes the definition of control and applies it to all investees to determine the scope of
consolidation. FRS 110 requirements will apply to all types of potential subsidiary. FRS 110 requires an
investor to reassess the decision on whether to consolidate an investee when events indicate that there
may be a change to one of the three elements of control, i.e. power, variable returns and the ability to
use power to affect returns. This FRS is to be applied for annual periods beginning on or after 1 January
2013. The Group will determine the impact of this standard when it becomes effective.
FRS 112 Disclosure of Interests in Other Entities
FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interest in other
entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet
vehicles. FRS 112 requires an entity to disclose information that helps users of its financial statements
to evaluate the nature and risks associated with its interests in other entities and the effects of those
interests on its financial statements. The Group is currently determining the impact of the disclosure
requirements. As this is a disclosure standard, it will have no impact to the financial position and financial
performance of the Group upon adoption of this standard from the financial year beginning 1 July 2013.
FRS 113 Fair Value Measurements
FRS 113 provides guidance on how to measure fair values including those for both financial and
non-financial items and introduces significantly enhanced disclosure about fair values. It does not address
or change the requirements on when fair values should be used. When measuring fair value, an entity is
required to use valuation techniques that maximise the use of relevant observable inputs and minimise
the use of unobservable inputs. It establishes a fair value hierarchy for doing this. This FRS is to be
applied for annual periods beginning on or after 1 January 2013. The Group will determine the impact
of this standard when it becomes effective.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
58 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.1 Basis of preparation of financial statements (Continued)
FRS and INT FRS issued but not yet effective (Continued)
FRS 113 Fair Value Measurements (Continued)
The preparation of financial statements in conformity with FRS requires management to make judgements,
estimates and assumptions that affect the Company and the Group’s application of accounting policies
and reported amounts of assets, liabilities, revenue and expenses. Although these estimates are based
on management’s best knowledge of current events and actions actual results may differ from those
estimates.
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,
so 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, as appropriate.
Intra-group balances and transactions and any unrealised gains and losses arising from intra-group
transactions are eliminated on consolidation.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
59ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.2 Basis of consolidation (Continued)
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.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
60 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.3 Business combinations (Continued)
Business combinations from 1 July 2010 (Continued)
Where a business combination is achieved in stages, the Group’s previously held interests in the acquired
entity are remeasured 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.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
61ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.3 Business combinations (Continued)
Business combinations from 1 July 2010 (Continued)
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 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.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
62 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.4 Plant and equipment (Continued)
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
63ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
64 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
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 transaction date where the purchase of a financial asset is
under a contract whose terms require delivery of the financial asset within the time frame 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 and cash and cash equivalents 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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
65ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.8 Financial instruments (Continued)
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 assets 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.
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.
If in a subsequent period, 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 assets 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.
Derecognition of financial assets
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
66 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.8 Financial instruments (Continued)
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.
When shares recognised as equity is reacquired, the amount of consideration paid is recognised directly
in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total
equity. No gain or loss is recognised in profit or loss on the purchase, sale issue or cancellation of
treasury shares.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the
share capital account if these shares are purchased out of capital of the Company, or against the retained
earnings of the Company if the shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to the employee share option scheme,
the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on
sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is
recognised in the capital reserve of the Company.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
67ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.8 Financial instruments (Continued)
Financial liabilities and equity instruments (Continued)
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.
Bank borrowings
Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at
amortised cost, using the effective interest method. Any difference between the proceeds (net of
transaction costs) and the settlement or redemption of borrowings is recognised over the term of the
borrowings in accordance with the Group’s accounting policy for borrowing costs.
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
68 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
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.
2.10 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a
past event, it is probable that the Group 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 customers which coincides with
the delivery and acceptance.
The consideration received from the sale of goods to customers under the customer loyalty programme
“Epicentre Loyalty Programme” is allocated to the good sold and the points issued (award credits) that
are expected to be redeemed. The consideration allocated to the award credits is at the fair value of
the points. It is recognised as a liability (deferred revenue) on the statements of financial position and
recognised as revenue when the points are redeemed, expired or are no longer expected to be redeemed.
The amount of revenue is based on the number of award credits that have been redeemed, relative to
the total number expected to be redeemed.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
69ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.11 Revenue recognition (Continued)
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.
Membership fees income is recognised upon the amount received on the issuance of the membership
cards.
2.12 Government grant
Grants from government are recognised as a receivable at their fair value when there is a reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivables are recognised as income over the periods necessary to match them with
the related costs which they intended to compensate on a systematic basis. Government grants relating
to expense are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
2.13 Borrowing costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
2.14 Employee benefits
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or
voluntary basis. The Group participates in the national schemes as defined by laws of the countries in
which it operates. The Group has no further payment obligations once the contributions have been paid.
The Group’s contributions are recognised as expense in profit or loss as and when they are incurred.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
70 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.14 Employee benefits (Continued)
Employee leave entitlements
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.
Performance share plan
The fair value of employee services received in exchange for the grant of the awards would be recognised
as a charge to the consolidated statement of comprehensive income over the vesting period and
is determined by reference to the fair value of each award granted on the date of the award with a
corresponding credit to equity.
The expense recognised in the consolidated statement of comprehensive income at each reporting date
reflects the manner in which the benefits will accrue to employees under the share plan over the vesting
period. The charge or credit for a period represents the movement in cumulative expense recognised as
at the beginning and end of the period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon market condition, which are treated as vested irrespective of whether or not the market
condition is satisfied, provided that all other performance conditions are satisfied.
2.15 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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
71ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.15 Leases (Continued)
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.
2.16 Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in profit or loss because it excludes items of income or expense that are taxable or deductible
in other 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 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.
Deferred tax liabilities are recognised on taxable temporary differences arising on investments in
subsidiaries, except where the Group and the Company are able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
72 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
2. Summary of significant accounting policies (Continued)
2.16 Income tax (Continued)
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 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.
Unrecognised deferred tax assets are reassessed at the end of the 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.
Revenue, expenses and assets are recognised net of the amount of sales tax except:
• when the sales tax that is incurred on purchase of assets or services is not recoverable from the tax
authorities, in which case the sales tax is recognised as part of cost of acquisition of the asset or as
part of the expense item as applicable; and
• receivables and payables that are stated with the amount of sales tax included.
2.17 Foreign currency transactions and translation
In preparing the financial statements of the individual entities, 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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
73ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
2. Summary of significant accounting policies (Continued)
2.17 Foreign currency transactions and translation (Continued)
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.
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 in equity.
2.18 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.
2.19 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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
74 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in Note 2, management made
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily
apparent from other sources. The estimates and associated assumptions were based on historical experience
and other factors that were considered to be reasonable under the circumstances. Actual results may differ
from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
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 accounting policies and which have significant effect on
the amounts recognised in the financial statements.
(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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
75ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
3. Critical accounting judgements and key sources of estimation uncertainty (Continued)
3.2 Key sources of estimation uncertainty (Continued)
(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 2012 were
approximately $3,606,000 and $732,000 (2011: $2,510,000 and $900,000) 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 2012 was approximately $14,124,000 (2011: $10,137,000).
(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 2012 were
approximately $7,363,000 and $3,557,000 (2011: $5,841,000 and $6,496,000) respectively.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
76 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
3. Critical accounting judgements and key sources of estimation uncertainty (Continued)
3.2 Key sources of estimation uncertainty (Continued)
(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 amount of the Group’s current income tax payable as at 30 June 2012 was
approximately $153,000 (2011: $913,000). The carrying amount of the Group’s current income
tax recoverable as at 30 June 2012 was approximately $103,000 (2011: $Nil).
The carrying amounts of the Group’s and the Company’s deferred tax liabilities as at 30 June 2012
were approximately $92,000 and $15,000 (2011: $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 2012 were approximately $244,000 and $50,000
(2011: $135,000 and $50,000) respectively.
(vi) Customer loyalty programme
The Group allocates the consideration received from the sale of goods to the goods sold and the
points issued under the Epicentre Loyalty Programme. The consideration allocated to the points
issued is measured at their fair values. Fair values are determined by considering, among others,
the following factors: the range of products available to the customers, the prices at which the
Group sells the products which can be redeemed and the changing patterns in the redemption
rates. The carrying amount of the Group’s deferred revenue as at 30 June 2012 was approximately
$8,000 (2011: $Nil).
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
77ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
4. Club membership
Group and Company
2012 2011
$’000 $’000
Club membership, at cost 223 223
Club membership comprises transferable membership from a country club in Singapore.
As at 30 June 2012, the club membership with carrying amount of approximately $223,000 (2011: $223,000)
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
2012
Cost
Balance at 1 July 2011 50 985 520 2,783 408 4,746
Additions 28 553 436 1,585 – 2,602
Written off – (43) (4) (49) – (96)
Currency translation adjustment – (1) (2) (2) – (5)
Balance at 30 June 2012 78 1,494 950 4,317 408 7,247
Accumulated depreciation
Balance at 1 July 2011 46 530 196 1,431 33 2,236
Depreciation for the year 7 329 156 964 56 1,512
Written off – (43) (4) (49) – (96)
Currency translation adjustment – (2) (4) (5) – (11)
Balance at 30 June 2012 53 814 344 2,341 89 3,641
Carrying amount
Balance at 30 June 2012 25 680 606 1,976 319 3,606
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
78 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
5. Plant and equipment (Continued)
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 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
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
79ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
5. Plant and equipment (Continued)
Demo
equipment
Office
equipment
Furniture
and
fittings Renovation
Motor
vehicles Total
Company $’000 $’000 $’000 $’000 $’000 $’000
2012
Cost
Balance at 1 July 2011 31 239 96 369 408 1,143
Additions – 23 1 – – 24
Balance at 30 June 2012 31 262 97 369 408 1,167
Accumulated depreciation
Balance at 1 July 2011 31 139 9 31 33 243
Depreciation for the year – 58 17 61 56 192
Balance at 30 June 2012 31 197 26 92 89 435
Carrying amount
Balance at 30 June 2012 – 65 71 277 319 732
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
Accumulated depreciation
Balance at 1 July 2010 31 77 15 19 15 157
Depreciation for the 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
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
80 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
5. Plant and equipment (Continued)
As at 30 June 2012, the carrying amounts of motor vehicles of the Group and the Company which were acquired
under finance lease arrangements were approximately $319,000 (2011: $375,000). Finance leased assets are
pledged as securities for the related finance lease payables (Note 14).
As at 30 June 2012, the motor vehicle with carrying amount of approximately $292,000 (2011: $343,000) 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
2012 2011
$’000 $’000
Additions of plant and equipment 2,602 1,692
Less:
Provision for reinstatement costs (167) (50)
Finance lease agreements – (244)
Other payables – (112)
Cash payments to acquire plant and equipment 2,435 1,286
6. Investments in subsidiaries
Company
2012 2011
$’000 $’000
Unquoted equity investments, at cost 3,476 1,120
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
81ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
6. Investments in subsidiaries (Continued)
The details of the subsidiaries are as follows:
Name of company Effective equity
interest(Country of incorporation) Principal activities
2012 2011
% %
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 and complementary
products
Epicentre Lifestyle Sdn. Bhd.(2)
(Malaysia)
100 100 Retail of Apple brand and complementary
products
Epi Lifestyle Pte. Ltd.(1)
(Singapore)
100 100 Retail, trading, repair and service of consumer
electronics and digital lifestyle products
Epicentre (Shanghai) Co., Ltd.(3)
(People’s Republic of China)
87 70 Retail of Apple brand and complementary
products
(1) Audited by BDO LLP, Singapore
(2) Audited by BDO, Malaysia, a member firm of BDO International Limited
(3) Audited by BDO China Shu Lun Pan Certified Public Accountants LLP, People’s Republic of China, a member firm of
BDO International Limited
Additional investments in subsidiaries
On 11 August 2011 and 9 September 2011, the Company increased the paid-up capital of its subsidiary,
Epicentre (Shanghai) Co., Ltd., by RMB2,786,000 (approximately $534,000) and RMB7,000,000 (approximately
$1,434,000) respectively by way of cash contributions. The increased resulted to a change in the Company’s
effective equity interest from 70% to 87%.
On 2 September 2011, the Company increased the paid-up capital of its wholly-owned subsidiary, Epicentre
Pte. Ltd. by $185,000 by way of cash contribution.
On 7 September 2011, the Company increased the paid-up capital of its wholly-owned subsidiary, Epicentre
Lifestyle Sdn. Bhd. (“Epicentre Lifestyle”) by RM300,000 (approximately $203,000) by way of capitalisation of
amounts due from Epicentre Lifestyle to the Company.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
82 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
6. Investments in subsidiaries (Continued)
Incorporation of subsidiaries
On 14 February 2011, the Company subscribed for 70% equity interest in the paid-up capital of Epicentre
(Shanghai) Co., Ltd., a company incorporated in People’s Republic of China for a consideration of approximately
RMB714,000 (approximately $140,000).
7. Inventories
Group
2012 2011
$’000 $’000
Trading goods 14,124 10,137
The cost of inventories recognised as an expense and included in “cost of sales” line item in profit or loss
amounted to approximately $160,280,000 (2011: $138,397,000).
As at 30 June 2012, 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 $10,000
and $80,000 (2011: $31,000 and $72,000) respectively that have been included in “administrative expenses”
line item in consolidated statement of comprehensive income.
8. Trade and other receivables
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Trade receivables – third parties 4,124 3,644 – –
Due from subsidiaries – non-trade – – 3,493 6,431
Other receivables and rebate accruals 955 809 – –
Rental and other deposits 2,284 1,388 64 65
Total trade and other receivables 7,363 5,841 3,557 6,496
Add:
Cash and cash equivalents (Note 9) 12,953 14,870 279 3,124
Total loans and receivables 20,316 20,711 3,836 9,620
Trade receivables are unsecured, interest-free and generally on 30 to 60 days’ (2011: 30 to 60 days’) credit
terms.
The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
83ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
8. Trade and other receivables (Continued)
Trade and other receivables are denominated in the following currencies:
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Singapore dollar 5,325 4,513 3,557 6,496
United States dollar 436 524 – –
Ringgit Malaysia 904 780 – –
Chinese renminbi 698 24 – –
7,363 5,841 3,557 6,496
9. Cash and cash equivalents
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Cash and bank balances 12,953 13,675 279 1,929
Fixed deposits – 1,195 – 1,195
12,953 14,870 279 3,124
In the previous financial year, fixed deposits matured on varying dates within one year from the end of the
reporting period with options for early termination. The effective interest rates on the fixed deposits ranged from
0.25% to 0.50% per annum.
Cash and cash equivalents are denominated in the following currencies:
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Singapore dollar 10,674 11,391 257 1,906
United States dollar 188 1,298 22 1,218
Ringgit Malaysia 1,959 2,028 – –
Chinese renminbi 132 153 – –
12,953 14,870 279 3,124
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
84 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
10. Trade and other payables
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Trade payables – third parties 16,131 10,939 82 3
Deposits placed by customers 576 768 – –
Accrued operating expenses 691 577 299 286
Other payables
– third parties 784 571 78 49
– a Director of the Company – 112 – 112
Total trade and other payables 18,182 12,967 459 450
Add:
Finance lease payables (Note 14) 161 235 161 235
Bank borrowings (Note 15) 3,577 – – –
Total financial liabilities carried
at amortised cost 21,920 13,202 620 685
Trade payables are unsecured, interest-free and are normally settled between 30 to 60 days’ (2011: 30 to 60
days’) credit terms.
The non-trade amount due to a Director of the Company was unsecured, interest-free and repayable on demand.
Trade and other payables are denominated in the following currencies:
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Singapore dollar 3,049 3,627 459 450
United States dollar 14,110 8,844 – –
Ringgit Malaysia 400 448 – –
Chinese renminbi 623 48 – –
18,182 12,967 459 450
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
85ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
11. Provisions
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Provision for reinstatement costs
Balance at beginning of financial year 135 139 50 54
Provision made during the financial year 167 50 – 50
Reversal of provision not utilised (58) (54) – (54)
Balance at end of financial year 244 135 50 50
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.
12. Deferred revenue
Group
2012 2011
$’000 $’000
Customer Loyalty Programme
Balance at beginning of the financial year – –
Revenue deferred in respect of award credits earned 8 –
Revenue recognised on discharge of obligations of award –* –
Balance at end of the financial year 8 –
* Denotes less than $1,000
The Group operates the Epicentre Loyalty Programme, where every dollar on the purchase of the Group’s
products entitles the member to earn one reward point. Reward points accumulated can be used to redeem
cash vouchers.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
86 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
13. Derivative financial instruments
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Liabilities
Foreign currency forward contracts 21 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 or equal to 6 months.
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
2012 ’000 ’000 $’000
Buy United States dollar 1.28 $8,932 US$7,000 (21) 13 August to
18 December 2012
2011
Buy United States dollar 1.23 $4,684 US$3,800 (14) 21 July to
29 July 2011
Company
2012
Buy United States dollar 1.27 $1,270 US$1,000 –* 18 December 2012
2011
Buy United States dollar 1.23 $1,235 US$1,000 (6) 21 July 2011
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.
* Denotes less than $1,000
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
87ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
14. Finance lease payables
Group and Company
Minimum
lease
payments
Future
finance
charges
Present value
of minimum
lease
payments
$’000 $’000 $’000
2012
Current liabilities
Within one financial year 84 (5) 79
Non-current liabilities
After one financial year but within five financial years 87 (5) 82
171 (10) 161
2011
Current liabilities
Within one financial year 40 (5) 35
Non-current liabilities
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
The finance lease term is 3 (2011: ranges from 4 to 7) years and the effective interest rate for finance lease
obligation is 3.60% (2011: ranges from 3.57% to 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 carrying amounts of the Group’s and the Company’s lease obligations approximate their fair values.
The finance lease payables are denominated in Singapore dollar.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
88 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
15. Bank borrowings
Group
2012 2011
$’000 $’000
Current liabilities
Unsecured
Invoice financings 2,715 –
Short term bank loans 775 –
3,490 –
Non-current liabilities
Unsecured
Long term bank loan 87 –
3,577 –
Invoice financings bear interests from 1.55% to 1.60% per annum and repayable within 3 months from the end
of the reporting period.
Short term bank loans are supported by the corporate guarantee from the Company, bear interests from 6.91%
to 7.20% per annum and repayable from July 2012 to June 2013.
Long term bank loan is supported by the corporate guarantee from the Company, bears interest at 7.20% per
annum and is repayable in June 2014.
Management estimates that the carrying amounts of the Group’s borrowings approximate their fair values.
The bank borrowings are denominated in the following currencies:
Group
2012 2011
$’000 $’000
Singapore dollar 2,715 –
Chinese renminbi 862 –
3,577 –
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
89ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
16. Deferred tax liabilities
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Balance at beginning of financial year 78 78 15 15
Charged to profit or loss 14 – – –
Balance at end of financial year 92 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.
17. Share capital
Group and Company
2012
Number of
ordinary
shares
2011
Number of
ordinary
shares
2012
$’000
2011
$’000
Issued and fully-paid:
Balance 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.
18. Treasury shares
Group and Company
2012
Number of
ordinary
shares
2011
Number of
ordinary
shares
2012
$’000
2011
$’000
Issued and fully-paid:
Balance at beginning of financial year – – – –
Purchased during the financial year 20,000 – 7 –
Balance at end of financial year 20,000 – 7 –
The Company purchased 20,000 of its own ordinary shares by way of on-market purchases at approximately
$0.34 per ordinary share. The total amount paid to purchase the shares was approximately $7,000 and this is
presented as a component within equity attributable to owners of the parent.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
90 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
19. Foreign currency translation account
The foreign currency translation account 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.
20. Revenue
Revenue represents the invoiced value of goods sold less goods returned, discounts allowed and goods and
services tax.
21. Other income
Group
2012 2011
$’000 $’000
Facilities fees 300 300
Government grants 113 3
Marketing income 234 146
Sponsorship income 639 622
Reversal of provision for reinstatement cost not utilised 58 30
Membership fee income 221 –
Others 259 264
1,824 1,365
22. Finance costs
Group
2012 2011
$’000 $’000
Interest expense
– bank borrowings 25 –
– finance lease payables 6 2
31 2
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
91ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
23. Profit before income tax
In addition to the charges and credits disclosed elsewhere in the notes to the consolidated statement of
comprehensive income, the above includes the following charges:
Group
2012 2011
$’000 $’000
Administrative expenses
Allowance for inventory obsolescence 10 31
Third parties trade receivables written off 46 23
Depreciation of plant and equipment 1,512 996
Directors’ fees – Directors of the Company 302 262
Foreign exchange loss, net 55 238
Loss on disposals of plant and equipment – 1
Inventories written off 80 72
Audit fees paid to auditors
– auditors of the Company 74 64
– other auditors 18 7
Non-audit fees paid to auditors
– auditors of the Company 15 12
– other auditors 6 6
Operating lease expenses
– minimum lease payments 5,039 3,675
– contingent rents 292 538
Plant and equipment written off – 4
Employee benefits expense
– salaries, wages and bonuses 7,354 6,845
– contributions to defined contribution plans 949 608
– other employee benefits 666 362
Selling and distribution costs
Advertising and promotion 2,103 1,579
Commission expenses 694 569
Credit card charges 2,464 2,190
Included in the employee benefits expense were Directors’ remuneration as shown in Note 29 to the financial
statements.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
92 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
24. Income tax expense
Group
2012 2011
$’000 $’000
Current income tax
– current financial year 255 1,006
– over provision in prior financial years (21) (23)
234 983
Deferred income tax
– current financial year 27 –
– over provision in prior financial years (13) –
14 –
Total income tax expense recognised in profit or loss 248 983
Reconciliation of effective income tax rate
Profit before income tax 858 5,730
Income tax calculated at Singapore’s statutory
income tax rate of 17% (2011: 17%) 146 974
Effect of different income tax rate in other countries (18) 47
Tax effect of expenses not deductible for income tax purposes 419 167
Tax effect of income not taxable for income tax purposes – (19)
Singapore’s statutory stepped income tax exemption (47) (26)
Deferred tax asset not recognised in profit or loss 13 –
Over provision of current income tax in prior financial years (21) (23)
Over provision of deferred tax in prior financial years (13) –
Enhanced income tax deduction (77) (108)
Others (154) (29)
248 983
As at 30 June 2012, a subsidiary of the Group have potential tax benefits of approximately $52,000 (2011: $Nil)
arising from unutilised tax losses which are available for set-off against future taxable profits for a period of 5
years from the year incurred.
These tax benefits have not been recognised in the financial statements due to the uncertainty of the sufficiency
of future taxable profits to be generated for this subsidiary in the foreseeable future. The use of these potential
tax benefits is subject to the agreement of the tax authority and compliance with certain provisions of the tax
legislation of the country in which the subsidiary operates.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
93ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
25. Earnings per share
The calculation for earnings per share is based on:
Group
2012 2011
Profit for the financial year attributable to owners of the parent ($’000) 984 4,767
Weighted average (2011: Actual) number of ordinary shares 93,500,230 93,501,600
Basic and diluted earnings per share (in cents) 1.05 5.10
Basic earnings per share is calculated by dividing profit for the financial year attributable to owners of the parent
by the weighted average (2011: 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.
26. Dividends
Group and Company
2012 2011
$’000 $’000
Interim tax-exempt (one-tier) dividend declared and paid of $0.01
per share in respect of financial year ended 30 June 2011 – 935
Special one-off (one-tier) dividend declared and paid of $0.02 per share in
respect of financial year ended 30 June 2011 1,870 –
First and final tax-exempt (one-tier) dividend declared and paid of
$0.02 per share in respect of financial year ended 30 June 2010 – 1,870
Final tax-exempt (one-tier) dividend declared and paid of $0.02
per share in respect of financial year ended 30 June 2011 1,870 –
3,740 2,805
The Directors of the Company recommend a final tax-exempt dividend of $0.006 per share with an aggregate
amount of approximately $561,000 to be paid in respect of the financial year ended 30 June 2012. These final
tax-exempt 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.
The proposed final and special one-off tax-exempt dividends in respect of the financial year ended 30 June
2011 have been accounted for in the shareholders’ equity as an appropriation of retained earnings in the current
financial year.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
94 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
27. Operating lease commitments
As at the end of the reporting period, there were operating lease commitments for rental payable in subsequent
accounting periods as follows:
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Within one financial year 5,259 3,904 231 247
After one financial year but within
five financial years 4,255 4,303 96 366
9,514 8,207 327 613
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.
28. Contingent liabilities
The Company has issued corporate guarantees to a bank for banking facilities granted to a subsidiary, Epicentre
(Shanghai) Co., Ltd. These guarantees are financial guarantee contract as they require the Company to reimburse
the banks if the subsidiary fails to make principal or interest payments when due in accordance with the terms
of the facilities drawn. As at 30 June 2012, the total banking facilities granted to the subsidiary amounted to
approximately $6,640,000 (2011: $Nil) and the amount utilised by the subsidiary amounted to approximately
$862,000 (2011: $Nil). These financial guarantees have not been recognised in the financial statements of the
Company as the requirements to reimburse are remote.
As at end of the financial year, the Company has given written confirmation of its continued financial support
to its subsidiaries Epicentre Solutions Pte. Ltd. and Epi Lifestyle Pte. Ltd. to enable these subsidiaries to meet
their obligations as and when they fall due, such that they continue their operations on a going concern basis.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
95ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
29. Significant related party transactions
A related party is defined as follows:
(a) A person or a close member of that person’s family is related to the Group and Company if that person:
(i) Has control or joint control over the Company;
(ii) Has significant influence over the Company; or
(iii) Is a member of the key management personnel of the Group or Company or of a parent of the
Company.
(b) An entity is related to the Group and the Company if any of the following conditions applies:
(i) The entity and the Company are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others);
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint ventures of a third entity and the other entity is an associate of the third entity;
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Company
is itself such a plan, the sponsoring employers are also related to the Company;
(vi) The entity is controlled or jointly controlled by a person identified in (a); or
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
The Group’s and Company’s transactions and arrangements with related parties and the effect of these on the
basis determined between the parties is reflected in these financial statements.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
96 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
29. Significant related party transactions (Continued)
During the year, in addition to those disclosed elsewhere in these financial statements, the Group and the
Company entered into the following transactions with related parties:
Company
2012 2011
$’000 $’000
With subsidiaries
Advances made to a subsidiary 8,640 5,008
Management fees charged to subsidiaries 5,231 5,912
Settlement of liabilities on behalf of subsidiaries 2,834 34
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
With a Director of the Company
Payments made by a Director on
behalf of the Company – 112 – 112
Rent expense paid to a Director 54 17 – –
Compensation of key management personnel
The remuneration of the key management personnel who are also the Directors of the Group and of the Company
during the financial year are as follows:
Group and Company
2012 2011
$’000 $’000
Directors’ fees 302 262
Short-term benefits 1,251 2,692
Post-employment benefits 19 27
1,572 2,981
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
97ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
30. 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 market
strategies.
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 corporate
expenses, non-recurring gains and losses.
During the year, the Group has not allocated the corporate expenses, including employee benefits expense,
professional fees and other administrative expenses to the respective segment as the management is of the
opinion that there is no reasonable basis to allocate these expenses for the purpose of monitoring the operating
results of the respective segment. Accordingly, the comparative figures of the segment information have been
reclassified for consistency. With the reclassification, the corporate expenses of approximately $5,804,000
previously allocated to the respective segment is now included as unallocated in the segment information.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
98 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
30. Segment information (Continued)
The Group accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, which
approximate market prices. These inter-segment transactions are eliminated on consolidation.
Apple brand
products
Third party and
proprietary
brand
complementary
products Elimination Total
$’000 $’000 $’000 $’000
2012
Revenue
External revenue 157,777 26,111 – 183,888
Inter-segment revenue 294 166 (460) –
158,071 26,277 (460) 183,888
Results
Segment results 1,698 4,145 – 5,843
Unallocated expenses, net (4,959)
Finance costs (31)
Interest income 5
Profit before income tax 858
Other material non-cash expenses
Allowance for inventory obsolescence (9) (1) – (10)
Depreciation of plant and equipment (1,297) (215) – (1,512)
Third parties trade receivables written off (39) (7) – (46)
Inventories written off (69) (11) – (80)
Reversal of provision for reinstatement
cost not utilised 50 8 – 58
Capital expenditure
Plant and equipment 2,232 370 – 2,602
Assets and liabilities
Segment assets 38,983 8,610 (8,444) 39,149
Segment liabilities 23,307 3,858 (4,972) 22,193
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
99ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
30. Segment information (Continued)
Apple brand
products
Third party and
proprietary
brand
complementary
products Elimination Total
$’000 $’000 $’000 $’000
2011
Revenue
External revenue 138,703 23,900 – 162,603
Inter-segment revenue 485 10 (495) –
139,188 23,910 (495) 162,603
Results
Segment results 7,216 4,307 – 11,523
Unallocated expenses, net (5,804)
Finance costs (2)
Interest income 13
Profit before income tax 5,730
Other material non-cash expenses
Allowance for inventory obsolescence (26) (5) – (31)
Third parties trade receivables
written off (20) (3) – (23)
Depreciation of plant and equipment (737) (127) – (996)
Inventories written off (61) (11) – (72)
Plant and equipment written off (3) (1) – (4)
Reversal of provision for reinstatement
cost not utilised 26 4 – 30
Capital expenditure
Plant and equipment 1,443 249 – 1,692
Assets and liabilities
Segment assets 35,293 8,656 (9,875) 34,074
Segment liabilities 18,856 3,249 (8,754) 13,351
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
100 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
30. Segment information (Continued)
Geographic information
The Group’s business segments operate in three main geographical areas. Revenue is based on the countries
in which the customers are located.
Revenue from external customers
Singapore Malaysia
People’s
Republic of
China Total
$’000 $’000 $’000 $’000
2012
Revenue from external customers 148,019 33,515 2,354 183,888
2011
Revenue from external customers 139,127 23,476 – 162,603
Location of non-current assets
Singapore Malaysia
People’s
Republic of
China Total
$’000 $’000 $’000 $’000
2012
Non-current assets 2,304 410 1,115 3,829
2011
Non-current assets 2,090 632 11 2,733
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.
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
101ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
31. Financial instruments and financial risks
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.
31.1 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 $3,493,000 (2011: $6,431,000) 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
2012 2011
$’000 $’000
Not impaired
Not past due 3,783 3,488
Past due 61 to 90 days 93 132
Past due more than 90 days 248 24
Total trade receivables 4,124 3,644
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
102 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
31
. F
ina
nc
ial
ins
tru
me
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notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
103ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
31
. F
ina
nc
ial
ins
tru
me
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(C
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)
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35
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
104 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
31. Financial instruments and financial risks (Continued)
31.2 Market risk (Continued)
(i) Foreign currency risk (Continued)
Foreign currency sensitivity analysis
The Group’s and the Company’s are mainly exposed to 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. 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
2012 2011 2012 2011
$’000 $’000 $’000 $’000
United States dollar
Strengthened 5% (674) (351) 1 60
Weakened 5% 674 351 (1) (60)
The potential impact on profit or loss of the Group and the Company 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
The Group’s exposure to market risk for changes in interest rates relates primarily to finance lease
payables and bank borrowings as shown in Note 14 and Note 15 to the financial statements
respectively.
The Company has no significant exposure to market risk for changes in interest rates.
The sensitivity analysis below has been determined based on the exposure to interest rate risks
for financial liabilities as at the end of the reporting period. For floating rate liabilities, the analysis
is prepared assuming amount of liability outstanding at the end of the reporting period was
outstanding for the whole year. The sensitivity analysis assumes an instantaneous 0.5% change
in the interest rates from the end of the reporting period, with all variables held constant.
Group
Increase/(Decrease)
Profit or (loss)
2012 2011
$’000 $’000
Interest rate
– increased by 0.5% per annum (18) –
– decreased by 0.5% per annum 18 –
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
105ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
31. Financial instruments and financial risks (Continued)
31.3 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 cycles.
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
2012
Financial assets
Non-interest bearing 20,316 – – 20,316
Financial liabilities
Non-interest bearing 18,203 – – 18,203
Variable interest bearing 3,671 180 – 3,851
21,874 180 – 22,054
2011
Financial assets
Non-interest bearing 19,516 – – 19,516
Variable interest bearing 1,200 – – 1,200
20,716 – – 20,716
Financial liabilities
Non-interest bearing 12,981 – – 12,981
Variable interest bearing 40 197 29 266
13,021 197 29 13,247
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
106 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
31. Financial instruments and financial risks (Continued)
31.3 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
2012
Financial assets
Non-interest bearing 3,836 – – 3,836
Financial liabilities
Non-interest bearing 459 – – 459
Variable interest bearing 84 87 – 171
543 87 – 630
2011
Financial assets
Non-interest bearing 8,425 – – 8,425
Variable interest bearing 1,200 – – 1,200
9,625 – – 9,625
Financial liabilities
Non-interest bearing 456 – – 456
Variable interest bearing 40 197 29 266
496 197 29 722
notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
107ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
32. 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 a 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.
The gearing ratio is calculated as total borrowings divided by equity. Total borrowings consists of bank
borrowings and finance lease payables. Total equity consists of share capital, treasury shares, foreign currency
translation account, retained earnings and non-controlling interest.
Group Company
2012 2011 2012 2011
$’000 $’000 $’000 $’000
Total borrowings 3,738 235 161 235
Total equity 16,814 19,732 7,659 11,183
Gearing ratio (%) 22 1 2 2
The Group and the Company are in compliance with all bank covenants for the financial years ended 30 June
2012 and 2011. The Group and the Company have no externally imposed capital requirements for the financial
years ended 30 June 2012 and 2011.
33. Fair value of financial assets and financial liabilities
The carrying amounts of the current financial assets and liabilities in the financial statements approximate their
fair values due to the relative short-term maturity of these financial instruments. The fair values of non-current
liabilities in relation to bank borrowings and finance lease payables are disclosed in Notes 14 and 15 to the
financial statements.
statistics of shareholdingsAS AT 11 SEPTEMBER 2012
108 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
SHAREHOLDERS’ INFORMATION
Total number of shares excluding treasury shares : 93,481,600
Class of Shares : Ordinary Shares
Voting Rights : One vote per ordinary share (excluding treasury shares)
TREASURY SHARES
Total number of shares held as treasury shares : 20,000
Voting Rights : None
Percentage of holding against the total number of
issued shares excluding treasury shares
: 0.02%
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholding
Number of
Shareholders %
Number of
Shares %
1 – 999 0 0.00 0 0.00
1,000 – 10,000 531 73.65 2,358,000 2.52
10,001 – 1,000,000 180 24.96 11,373,000 12.17
1,000,001 and above 10 1.39 79,750,600 85.31
721 100.00 93,481,600 100.00
TOP TWENTY SHAREHOLDERS
No. Name of Shareholders Number of Shares %
1. HSBC (SINGAPORE) NOMINEES PTE LTD 55,579,800 59.46
2. GOH ANN ANN JOHNSON 6,110,000 6.54
3. ROWSLEY SPORTS PTE LTD 4,861,000 5.20
4. CITIBANK NOMINEES SINGAPORE PTE LTD 4,229,000 4.52
5. LAM WAI HENG 1,892,800 2.02
6. LI CHOW CHIN 1,669,000 1.79
7. HONG LEONG FINANCE NOMINEES PTE LTD 1,600,000 1.71
8. LIM & TAN SECURITIES PTE LTD 1,500,000 1.60
9. LEONG MEE WAN 1,209,000 1.29
10. NARONG INTANATE 1,100,000 1.18
11. BRENDA YEO 630,000 0.67
12. RAFFLES NOMINEES (PTE) LTD 604,000 0.65
13. CHEW BEE CHOO 575,000 0.62
14. DBS NOMINEES PTE LTD 414,000 0.44
15. LAI WENG KAY 315,000 0.34
16. ONG JEK YAW 260,000 0.28
17. RUPERT JAMES PHILIP MORTON 258,000 0.28
18. TAY BOON HUAT 255,000 0.27
19. LIM HO KEE 200,000 0.21
20. MERRILL LYNCH (SINGAPORE) PTE LTD 192,000 0.21
TOTAL 83,453,600 89.28
statistics of shareholdingsAS AT 11 SEPTEMBER 2012
109ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
SUBSTANTIAL SHAREHOLDERS
(As recorded in the Register of Substantial Shareholders)
Direct Interest % Deemed Interest %
Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67
Brenda Yeo(2) 630,000 0.67 55,025,800 58.86
Johnson Goh Ann Ann 6,110,000 6.54 – –
Rowsley Sports Pte. Ltd. 4,801,000 5.14 – –
Rowsley Ltd(3) – – 4,801,000 5.14
Garville Pte Ltd(3) – – 4,801,000 5.14
Lim Eng Hock(3) – – 4,801,000 5.14
The percentage of shareholding above is computed based on the total issued shares of 93,481,600 excluding treasury
shares.
Notes:
(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore through HSBC (Singapore)
Nominees Pte Ltd.
(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda Yeo, and vice versa
by virtue of Section 7 of the Companies Act, Cap. 50.
(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 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
28.68% 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 BL Rules of Catalist of the SGX-ST.
addendum
110 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
ADDENDUM DATED 10 OCTOBER 2012
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 2012. 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 Sapphire
3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road, Singapore 769162, on 25 October 2012 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 the Company, 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 2012.
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”), RHT Capital Pte. Ltd. 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 Wong Chee Meng Lawrence with his address
at Six Battery Road #10-01, Singapore 049909 and Telephone: 6381-6757.
Epicentre Holdings Limited(Company Registration No: 200202930G)
(Incorporated in the Republic of Singapore)
ADDENDUM TO ANNUAL REPORT IN RELATION TO THE
PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE
addendum
111ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
DEFINITIONS
For the purpose of this Addendum, the following definitions apply throughout unless otherwise requires:
“ACRA” : Accounting and Corporate Regulatory Authority
“Act” or “Companies Act” : Companies Act (Chapter 50) of Singapore, as amended, modified or
supplemented from time to time
“Addendum” : This Addendum to Shareholders dated 10 October 2012 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 Sapphire 3,
Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road,
Singapore 769162, on 25 October 2012 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 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” : The financial year ended or ending 30 June (as the case may be) unless
otherwise specified
“Group” : The Company and its subsidiaries, collectively
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112 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
“Latest Practicable Date” : The latest practicable date prior to the printing of this Addendum, being
26 September 2012
“Listing Manual” : The Listing Manual of the SGX-ST, as amended, modified or supplemented
from time to time
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Notice of AGM” : The notice of AGM found in the annual report of the Company for 2012,
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
“October 2011 AGM” : The annual general meeting of the Company held on 28 October 2011
“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
“Shareholders” : 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 share capital of the Company and each a “Share”
“Sponsor” : RHT Capital Pte. Ltd.
addendum
113ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
“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 on Take-overs and Mergers, as amended or modified
from time to time
“Treasury Shares” : (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
Currencies, Units and Others
“S$” and “cents” or “F” : Singapore dollars and cents, respectively
“%” or “per cent.” : Per centum or percentage
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
reenacted. 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
114 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
EPICENTRE HOLDINGS LIMITED(Company Registration Number: 200202930G)
(Incorporated in the Republic of Singapore)
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
10 October 2012
To: The Shareholders of Epicentre Holdings Limited
Dear Sir or Madam
We refer to item 10 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 10”). The purpose of this Addendum is to
provide Shareholders with information relating to Resolution 10.
1. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE
1.1 Background
At the October 2011 AGM, Shareholders had approved, inter-alia, the renewal of a Share Buyback Mandate to
enable the Company to purchase or otherwise acquire Shares.
The Share Buyback Mandate which was previously approved on 28 October 2011 will expire on the date of the
forthcoming AGM to be held on 25 October 2012. 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.
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115ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 necessarily
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 2011 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
116 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
Purely for illustrative purposes, on the basis of 93,481,600 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 9,348,160
(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;
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117ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
(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 Purchase), 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
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118 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
(b) in the case of Off-Market Purchase, 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;
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119ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
(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
120 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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 2012, 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 93,481,600 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 9,348,160 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 9,348,160 Shares at the Maximum Price of approximately 0.403 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 9,348,160
Shares is approximately S$3,767,308.
For illustrative purposes only, in the case of an Off-Market Purchase by the Company and assuming that the
Company purchases or acquires the 9,348,160 Shares at the Maximum Price of approximately 0.461 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 9,348,160 Shares is approximately S$4,309,502.
addendum
121ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 2012 are set out in the following pages.
As at 30 June 2012
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
After Share
Buyback
and held as
Treasury
Shares(1)
(’000) (’000) (’000) (’000) (’000) (’000)
As at 30 June 2012
Total equity 16,814 13,047 13,047 7,659 3,892 3,892
NTA(2) 16,591 12,824 12,824 7,436 3,669 3,669
Current assets 35,423 33,539 33,539 3,913 2,029 2,029
Current liabilities 22,177 24,061 24,061 588 2,472 2,472
Working capital 13,246 9,478 9,478 3,325 (442) (442)
Total borrowings (3) 3,738 5,622 5,622 161 2,045 2,045
Number of Shares(4) 93,481,600 84,133,440 93,481,600 93,481,600 84,133,440 93,481,600
Financial ratios
NTA per Share (cents) 17.75 15.24 13.72 7.95 4.36 3.92
Gearing(5)(%) 22.23 43.09 43.09 2.10 52.54 52.54
Current Ratio(6) (times) 1.60 1.39 1.39 6.65 0.82 0.82
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 93,481,600 Shares as at 30 June 2012.
(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
122 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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
After Share
Buyback
and held as
Treasury
Shares(1)
(’000) (’000) (’000) (’000) (’000) (’000)
As at 30 June 2012
Total equity 16,814 12,504 12,504 7,659 3,349 3,349
NTA(2) 16,591 12,281 12,281 7,436 3,126 3,126
Current assets 35,423 33,268 33,268 3,913 1,758 1,758
Current liabilities 22,177 24,332 24,332 588 2,743 2,743
Working capital 13,246 8,936 8,936 3,325 (985) (985)
Total borrowings(3) 3,738 5,893 5,893 161 2,316 2,316
Number of Shares(4) 93,481,600 84,133,440 93,481,600 93,481,600 84,133,440 93,481,600
Financial ratios
NTA per Share (cents) 17.75 14.60 13.14 7.95 3.72 3.34
Gearing(5)(%) 22.23 47.13 47.13 2.10 69.15 69.15
Current Ratio(6) (times) 1.61 1.37 1.37 6.65 0.64 0.64
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 93,481,600 Shares as at 30 June 2012.
(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
123ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 2012 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
124 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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(19) 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 26,744,800 Shares in the hands of the public (as defined above),
representing approximately 28.63 per cent. 28.63% 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 9,348,160 Shares, the resultant percentage of
the issued Shares held by public Shareholders would be reduced to approximately 18.61 per cent. 18.61%.
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
125ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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 (1) a company with any of its
Directors; and (2) 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
126 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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 93,481,600 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 9,348,160
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 9,348,160 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
127ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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
Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67 55,025,800 65.40 630,000 0.75
Brenda Yeo(2) 630,000 0.67 55,025,800 58.86 630,000 0.75 55,025,800 65.40
Siow Chee Keong 100,000 0.11 – 0.00 100,000 0.12 – –
Substantial Shareholders
Johnson Goh Ann Ann 6,110,000 6.54 – 0.00 6,110,000 7.26 – –
Rowsley Sports Pte. Ltd. 4,801,000 5.14 – 0.00 4,801,000 5.71 – –
Rowsley Ltd(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71
Garville Pte Ltd(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71
Lim Eng Hock(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71
Notes:
(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore
through HSBC (Singapore) Nominees Pte Ltd.
(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda
Yeo, and vice versa by virtue of Section 7 of the Companies Act, Cap. 50.
(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 shares held
by Rowsley Sports Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.
1.10 Details of Shares Purchased or Acquired in the Previous Twelve Months
In the 12 months preceding the Latest Practicable Date, the Company has acquired its Shares by way of Market
Purchases pursuant to the Share Buyback Mandate. Details of the purchase are set out below:–
Date of
Purchase
Total number
of Shares
purchased
Purchase
price per
Shares
($)
Highest
price per
Share
($)
Lowest
Price per
Share
Total consideration
(excluding stamp duties,
clearing charges, etc)
($)
06/06/2012 20,000 0.33675 0.34 0.33 6,735.00
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.
addendum
128 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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.
Directors’ Interests
Direct interest Deemed interest
No. of Shares % No. of Shares %
Directors
Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67
Brenda Yeo(2) 630,000 0.67 55,025,800 58.86
Siow Chee Keong 100,000 0.11 – –
Substantial Shareholders’ Interests
Direct interest Deemed interest
No. of Shares % No. of Shares %
Johnson Goh Ann Ann 6,110,000 6.54 – 0.00
Rowsley Sports Pte. Ltd. 4,801,000 5.14 – 0.00
Rowsley Ltd(3) – 0.00 4,801,000 5.14
Garville Pte Ltd(3) – 0.00 4,801,000 5.14
Lim Eng Hock(3) – 0.00 4,801,000 5.14
Notes:
(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore through
HSBC (Singapore) Nominees Pte Ltd.
(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda Yeo and
vice versa by virtue of Section 7 of the Companies Act, Cap. 50.
(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 shares held by Rowsley
Sports Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.
3. ACTION 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.
addendum
129ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
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.
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 10 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 FY2012 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 of
Epicentre Holdings Limited
Jimmy Fong Teck Loon
Executive Chairman and Chief Executive Officer
notice of annual general meeting
130 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Epicentre Holdings Limited (the “Company”) will
be held at Sapphire 3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road Singapore 769162, on
Thursday, 25 October 2012 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 2012 together with the Auditors’ Report thereon. (Resolution 1)
2. To declare a tax exempt one-tier final dividend of 0.6 Singapore cents per ordinary share for the financial year
ended 30 June 2012 (2011: 2 Singapore cents per ordinary share). (Resolution 2)
3. To re-elect the following Directors of the Company retiring pursuant to Article 93 of the Articles of Association
of the Company:
Mr Siow Chee Keong (Retiring under Article 93) (Resolution 3)
Mr Ron Tan Aik Ti (Retiring under Article 93) (Resolution 4)
[See Explanatory Note (i)]
4. To approve the payment of Directors’ Fees of S$245,000 for the financial year ended 30 June 2012
(2011: S$261,668). (Resolution 5)
5. To re-appoint Messrs BDO LLP, Certified Public Accountants, as the Auditors of the Company and to authorise
the Directors of the Company to fix their remuneration. (Resolution 6)
6. To transact any other ordinary business which may properly be transacted at the Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any
modifications:
7. 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
notice of annual general meeting
131ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuant 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 pursuant of the Instruments, made
or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall
not exceed one hundred per centum (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 fifty per centum (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 total 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 7)
[See Explanatory Note (ii)]
notice of annual general meeting
132 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
8. 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 share 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 share 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 8)
[See Explanatory Note (iii)]
9. 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 SGX-ST, 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
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 9)
[See Explanatory Note (iv)]
10. Renewal of Share Buyback Mandate
That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50, the Directors of the Company be
and are hereby authorised to make purchases or otherwise acquire issued shares in the capital of the Company
from time to time (whether by way of market purchases or off-market purchases on an equal access scheme)
of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital
of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up
to but not exceeding the Maximum Price as defined in the Addendum to shareholders dated 10 October 2012
(the “Addendum”, in accordance with the “Terms of the Share Purchase Mandate” set out in the Addendum,
and this mandate shall, unless revoked or varied by the Company in 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 (v)]
By Order of the Board
Chew Kok Liang
Yun Chee Keen
Joint Company Secretaries
Singapore
10 October 2012
notice of annual general meeting
133ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED
Explanatory Notes:
(i) Mr Siow Chee Keong will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee, a
member of the Nominating Committee and Remuneration Committee respectively and will be considered independent.
Mr Ron Tan Aik Ti will, upon re-election as a Director of the Company, remain as Chairman of the Remuneration Committee,
a member of the Audit Committee and Nominating Committee respectively and will be considered independent.
(ii) Resolution 7 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, one hundred per centum (100%) of the total number of issued
shares (excluding treasury shares) in the capital of the Company, of which up to fifty per centum (50%) may be issued other
than on a pro rata basis to existing shareholders of the Company.
For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the
Company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the
Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of the
Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting
at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.
(iii) Resolution 8 above, if passed, will empower the Directors of the Company, from the date of this Annual General 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 share awards under the Plan provided that the aggregate additional
shares to be issued pursuant to the Plan do not exceeding in total (for the entire duration of the Scheme) 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) Resolution 9 above, if passed, will empower the Directors of the Company, from the date of this Annual General 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 Scrip Dividend Scheme.
(v) Resolution 10 above, if passed, will empower the Directors of the Company from the date of this Annual General 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 purchase ordinary shares of the Company by way of market purchases
or off-market purchases of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in
the capital of the Company up to the Maximum Price as defined in Addendum. The rationale for, the authority and limitation
on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects
of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited
consolidated financial statements of the Company for the financial year ended 30 June 2012 are set out in greater detail in
the Addendum.
notice of annual general meeting
134 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012
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 reviewed by the Company’s Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of
the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verified the
contents of this notice.
This notice has not been examined or approved by the SGX-ST and the SGX-ST 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:
Name: Mr Wong Chee Meng Lawrence, Registered Professional, RHT Capital Pte. Ltd.
Address: Six Battery Road #10-01, Singapore 049909
Tel: 6381 6757
NOTICE OF BOOK CLOSURE DATE
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 7 November
2012 for the purpose of determining the members’ entitlements to the tax exempt one tier final dividend to be proposed at the Annual
General Meeting of the Company to be held on 25 October 2012.
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 7 November 2012 will be registered to determine
members’ entitlements to such dividend. Member whose Securities Accounts with The Central Depository (Pte) Ltd are credited with
shares of the Company as at 5.00 p.m. on 7 November 2012 will be entitled to such proposed dividend.
Payment of the said dividend, if approved by the members at the Annual General Meeting, will be paid on 21 November 2012.
By Order of the Board
Chew Kok Liang
Yun Chee Keen
Joint Company Secretaries
Singapore
10 October 2012
EPICENTRE HOLDINGS LIMITED(Company Registration No. 200202930G)
(Incorporated in the Republic of Singapore)
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 Sapphire 3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road, Singapore 769162, Thursday, 25 October 2012 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
Ordinary Business
1 Directors’ Report and Audited Accounts for the financial year ended 30 June 2012
2 Payment of proposed tax exempt one-tier final dividend of 0.6 Singapore cents per ordinary share for the financial year ended 30 June 2012
3 Re-election of Mr Siow Chee Keong as a Director
4 Re-election of Mr Ron Tan Aik Ti as a Director
5 Approval of Directors’ Fees amounting to S$245,000
6 Re-appointment of Messrs BDO LLP as Auditors
Special Business
7 Authority to issue shares
8 Authority to issue shares under the Epicentre Holdings Limited Performance Share Plan
9 Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme
10 Renewal of Share Buyback Mandate
Dated this day of 2012
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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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 9111
Website: www.epicentreasia.com
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