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We are committed to enrich the customers digital lifestyle with World Class Experience, Innovative Value and Awesomely Great (EPIC) Hospitality.
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our values
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corporate prole
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chairman statement
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operations review
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nancial highlights
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awards and achievements
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board of directors
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ten reasons to buy from Epicentre
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store listing
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corporate information
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group structure
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product showcase
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corporate governance report
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nancial statements
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statistics of shareholdings
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addendum
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notice of annual general meeting proxy form
This Annual Report has been reviewed by the Companys Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST). The Companys Sponsor has not independently veried 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
LEARNING
We, as a TEAM continuously, to improve our competency for greater fulfilment
ETHICS
We consistently act with integrity and fairness
OWNERSHIP
Our Values
VIBRANCY
We enthusiastically work towards innovative solution
corporate prole
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 mostawarded 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 Groups 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 Groups 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 Groups penchant for innovation, it has spearheaded one of Southeast Asias 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 Groups 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.
chairman statement
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. 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 customers mind space.
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 Epicentres 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.
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
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 Groups 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 Groups 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. ($000) 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000 0 Singapore Malaysia
33,515 23,476 2,354 FY 2011 FY 2012 148,019 139,127
China
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$12.9 million.
operations review
nancial highlights
Revenue (S$M)
FY 2012 FY 2011 FY 2010 FY 2009 65.0 88.1 162.6 183.9
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board of directors
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
setting the strategic direction, tracking the financial and profitability growth of the Group, as well as managing the business and overseeing all aspects of the daily operations of the Company. He holds a Bachelor of Commerce and Administration from the Victoria University of Wellington, and a Master of Business Administration from the Rutgers State University of New Jersey. He was recently awarded the Outstanding Entrepreneur Award at the Asia Pacific Entrepreneurship Awards 2011; Overall Winner and Winner of EYA for Info-Communications Technology 2011 at The Entrepreneur of the Year 2011 a Rotary-ASME Award. He was re-elected as the Director on 29 October 2010.
Brenda Yeo Executive Director Ms Yeo is our Executive Director 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.
Mr Fong is our Executive Chairman and Chief Executive Officer and the founder of the Group. He began his career in 1991 and in OverseaChinese Banking Corporation as an IT systems auditor before moving on to hold various senior positions in bluechip 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
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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 propertys licensing, merchandising, retail and distribution markets, he is currently the International Director at First Alverstone Singapore, Partners Malaysia, and other international companies based in Australia, Austria, Germany and USA including EMS Holdings and Hi-5 Operations. A former Singapore Governments 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 firms 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 Facultys 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.
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Qualied and Certied Mac Evangelists Serviced by trained Mac Lovers for Mac Lovers
iConcierge Services First-of-its-kind counter service that provides technical advice and support
7-Day Extended Exchange Period Unparalleled service with extended exchange period
Trade-in Services Only place that offers cash for old computers, laptops, iPads or iPods
One Stop Service Centre Epicentre@313@Somerset and Wheelock Place are located close to eServ, Apple troubleshoot service provider
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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
Epicentre @ Bugis Junction 200 Victoria Street Bugis Junction #01-56/57 Singapore 188021 Tel: +65 6338 4892
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 @ Marina Bay Sands 2 Bayfront Avenue The Shoppes at Marina Bay Sands B2-100A Singapore 018972 Tel: +65 6688 7070
Epicentre @ Scotts Square 6 Scotts Road Scotts Square #B1-23/24 Singapore 228209 Tel: +65 6636 2330
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
EpiLife @ 313@Somerset 313 Orchard Road 313@Somerset #B3-21 Singapore 238895 Tel: +65 6235 5997
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Epicentre @ Pavilion Lot 5.24.07 Level 5 Pavilion Kuala Lumpur 168 Jalan Bukit Bintang 55100 Kuala Lumpur Tel: +603 2141 6378
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 @ 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 @ Fahrenheit88 Lot G-23, Ground Floor, Farenheit88 179 Jalan Bukit Bintang 55100 Kuala Lumpur Tel: +603 2143 8001
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 @ 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
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corporate information
REGISTERED OFFICE 37 Jalan Pemimpin #07-04 Clarus Centre Singapore 577177 Telephone: +65 6601 9100 Facsimile: +65 6601 9133
WEBSITE www.epicentreasia.com
BOARD OF DIRECTORS Jimmy Fong Teck Loon (Executive Chairman and Chief Executive Officer) Brenda Yeo (Executive Director) Siow Chee Keong (Lead Independent Director) Ron Tan Aik Ti (Independent Director) Azman Hisham Bin Jaafar (Independent Director)
AUDIT COMMITTEE Siow Chee Keong (Chairman) Ron Tan Aik Ti Azman Hisham Bin Jaafar
AUDITORS BDO LLP Public Accountants and Certified Public Accountants 21 Merchant Road #05-01 Royal Merukh S.E.A. Building Singapore 058267 Partner-in-charge: Lew Wan Ming (Appointed since financial year ended 30 June 2009)
NOMINATING COMMITTEE Azman Hisham Bin Jaafar (Chairman) Jimmy Fong Teck Loon Ron Tan Aik Ti Siow Chee Keong
SHARE REGISTRAR & SHARE TRANSFER OFFICE Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01, Singapore Land Tower Singapore 048623 Telephone: +65 6536 5355 Facsimile: +65 6536 1360
REMUNERATION COMMITTEE Ron Tan Aik Ti (Chairman) Siow Chee Keong Azman Hisham Bin Jaafar
PRINCIPAL BANKERS Oversea-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
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group structure
Epicentre Holdings Limited
group of companies
SINGAPORE Epicentre Holdings Limited 37 Jalan Pemimpin #07-04, Clarus Centre Singapore 577177 Tel: +65 6601 9100 Fax: +65 6601 9133 Epi Lifestyle Pte. Ltd. Epicentre Pte. Ltd. 37 Jalan Pemimpin #07-04, Clarus Centre Singapore 577177 Tel: +65 6601 9100 Fax: +65 6601 9133 37 Jalan Pemimpin #07-04, Clarus Centre Singapore 577177 Tel: +65 6601 9100 Fax: +65 6601 9133 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 Solutions 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
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product showcase
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product showcase
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product showcase
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product showcase
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product showcase
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product showcase
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product showcase
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product showcase
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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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Audit Board Number of meetings held Name of Director Jimmy Fong Teck Loon Brenda Yeo Siow Chee Keong Ron Tan Aik Ti Azman Hisham Bin Jaafar
* By invitation
Remuneration Committee 1
Nominating Committee 1
Committee 2
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 Groups operations.
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The Boards 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 Groups 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 Directors independent judgment of the conduct of the Groups affairs. As at current date, Independent Directors comprise more than one third of the Boards 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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The NC comprises the following members, three of whom are Independent Directors:
Mr Azman Hisham Bin Jaafar Mr Jimmy Fong Teck Loon Mr Siow Chee Keong Mr Ron Tan Aik Ti
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The independence of each Director is reviewed annually by the NC based on the Codes 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:
Date of first Position held on Name of Director Mr Jimmy Fong Teck Loon Ms Brenda Yeo Mr Siow Chee Keong Mr Ron Tan Aik Ti Mr Azman Hisham Bin Jaafar the Board Chairman Director Director Director Director appointment to the Board 9 April 2002 21 February 2007 10 December 2007 3 August 2010 3 November 2010
Date of last re-election as Director 29 October 2010 28 October 2011 30 October 2009 29 October 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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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.
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Remuneration Band S$1,000,000 to S$1,249,999 Jimmy Fong Teck Loon S$750,000 to $999,999 Nil S$500,000 to S$749,999 Nil S$250,000 to S$499,999 Brenda Yeo Below S$250,000 Siow Chee Keong Ron Tan Aik Ti Azman Hisham Bin Jaafar
Total
95
100%
91
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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Number of Key Executives Remuneration Band S$250,000 to S$499,999 Below S$250,000 2012 1 4 2011 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 companys 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 Groups performance, financial position and business prospects on a quarterly basis for their effective monitoring and decision-making.
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The AC meets with the Groups 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 Groups 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 Companys and the Groups 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 Companys officers to the internal and external auditors; Review the financial statements of the Companys 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 ACs scope of responsibility, which has or is likely to have material impact on the Groups 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.
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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 Loons shareholding as at 30 June 2012 includes 54,969,800 shares held by Credit Suisse AG Singapore through HSBC (Singapore) Nominees Pte Ltd.
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statement by directors
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.
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BDO LLP Public Accountants and Certified Public Accountants Singapore 28 September 2012
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10 11 12 13 14 15
15 14 16
87 82 92 261 16,814
Equity Share capital Treasury shares Foreign currency translation account Retained earnings Equity attributable to owners of the parent Non-controlling interest Total equity
* Denotes less than $1,000
17 18 19
50
Equity Foreign attributable to owners Noncontrolling interest $000 36 19,732 $000 equity Total Retained of the parent $000 19,696 earnings $000 12,989 currency Share translation account $000 (2) capital $000 6,709 $000 shares Treasury
Note
984
984
(374)
610
on translation of foreign
Total comprehensive income (7) (7) (22) 984 962 (360) 602 (7)
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parent
Dividends
26
non-controlling interest 6,709 (7) (24) 10,233 16,911 227 (97) 227 16,814
Capital contribution by
non-controlling interest
51
52
Foreign Equity attributable to owners Noncontrolling interest $000 17,762 $000 equity Total Retained of the parent $000 17,762 earnings $000 11,027 currency translation Share reserve/ (account) $000 26 capital $000 6,709
Note
4,767
4,767
(20)
4,747
net of tax
Dividends
26
Attributable to incorporation of
a subsidiary
53
Investing activities Proceeds from capital contributions by non-controlling interest Purchase of club membership Purchase of plant and equipment Purchase of treasury shares Net cash used in investing activities 227 (2,435) (7) (2,215) 58 (223) (1,286) (1,451)
54
Net change in cash and cash equivalents Cash and cash equivalents at beginning of financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of financial year 9
55
56
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.
57
58
59
60
61
62
Demo equipment Office equipment Furniture and fittings Renovation Motor vehicles
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.
63
64
65
66
67
68
69
70
71
72
2.17
Foreign currency transactions and translation In preparing the financial statements of the individual entities, transactions in currencies other than the entitys 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.
73
74
75
76
77
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 Furniture Demo Group 2012 Cost Balance at 1 July 2011 Additions Written off Currency translation adjustment Balance at 30 June 2012 Accumulated depreciation Balance at 1 July 2011 Depreciation for the year Written off Currency translation adjustment Balance at 30 June 2012 Carrying amount Balance at 30 June 2012 25 680 606 1,976 319 3,606 46 7 53 530 329 (43) (2) 814 196 156 (4) (4) 344 1,431 964 (49) (5) 2,341 33 56 89 2,236 1,512 (96) (11) 3,641 50 28 78 985 553 (43) (1) 1,494 520 436 (4) (2) 950 2,783 1,585 (49) (2) 4,317 408 408 4,746 2,602 (96) (5) 7,247 $000 Office $000 and fittings $000 Renovation $000 Motor vehicles $000 Total $000 equipment equipment
78
79
80
6.
Investments in subsidiaries Company 2012 $000 Unquoted equity investments, at cost 3,476 2011 $000 1,120
81
Principal activities
Epicentre Solutions Pte. Ltd.(1) (Singapore) Epicentre Pte. Ltd.(1) (Singapore) Epicentre Lifestyle Sdn. Bhd.(2) (Malaysia) Epi Lifestyle Pte. Ltd.(1) (Singapore) Epicentre (Shanghai) Co., Ltd.(3) (Peoples Republic of China)
Providing IT solutions to educational institutions within Singapore Retail of Apple brand and complementary products Retail of Apple brand and complementary products Retail, trading, repair and service of consumer electronics and digital lifestyle products Retail of Apple brand and complementary products
Audited by BDO LLP, Singapore Audited by BDO, Malaysia, a member firm of BDO International Limited Audited by BDO China Shu Lun Pan Certified Public Accountants LLP, Peoples 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 Companys 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.
82
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 2012 $000 Trade receivables third parties Due from subsidiaries non-trade Other receivables and rebate accruals Rental and other deposits Total trade and other receivables Add: Cash and cash equivalents (Note 9) Total loans and receivables 4,124 955 2,284 7,363 12,953 20,316 2011 $000 3,644 809 1,388 5,841 14,870 20,711 2012 $000 3,493 64 3,557 279 3,836 Company 2011 $000 6,431 65 6,496 3,124 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.
83
9.
Cash and cash equivalents Group 2012 $000 Cash and bank balances Fixed deposits 12,953 12,953 2011 $000 13,675 1,195 14,870 2012 $000 279 279 Company 2011 $000 1,929 1,195 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 2012 $000 Singapore dollar United States dollar Ringgit Malaysia Chinese renminbi 10,674 188 1,959 132 12,953 2011 $000 11,391 1,298 2,028 153 14,870 2012 $000 257 22 279 Company 2011 $000 1,906 1,218 3,124
84
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 2012 $000 Singapore dollar United States dollar Ringgit Malaysia Chinese renminbi 3,049 14,110 400 623 18,182 2011 $000 3,627 8,844 448 48 12,967 2012 $000 459 459 Company 2011 $000 450 450
85
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 $000 Customer Loyalty Programme Balance at beginning of the financial year Revenue deferred in respect of award credits earned Revenue recognised on discharge of obligations of award Balance at end of the financial year 8 * 8 2011 $000
The Group operates the Epicentre Loyalty Programme, where every dollar on the purchase of the Groups products entitles the member to earn one reward point. Reward points accumulated can be used to redeem cash vouchers.
86
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 Companys 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: Average exchange Group 2012 Buy United States dollar 1.28 rates Foreign currency 000 $8,932 Notional amount 000 US$7,000 Fair value $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 2011 Buy United States dollar 1.23 $1,235 US$1,000 (6) 21 July 2011 1.27 $1,270 US$1,000 * 18 December 2012 Settlement date
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
87
Non-current liabilities After one financial year but within five financial years 87 171 (5) (10) 82 161
Non-current liabilities After one financial year but within five financial years After five financial years 197 29 226 266 (23) (3) (26) (31) 174 26 200 235
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 Groups and the Companys 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 Groups and the Companys lease obligations approximate their fair values. The finance lease payables are denominated in Singapore dollar.
88
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 Groups borrowings approximate their fair values. The bank borrowings are denominated in the following currencies: Group 2012 $000 Singapore dollar Chinese renminbi 2,715 862 3,577 2011 $000
89
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 2011 Number of ordinary 2012 shares $000
2012 Number of ordinary shares Issued and fully-paid: Balance at beginning and end of financial year
2011 $000
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 2011 Number of ordinary 2012 shares $000 7 7
2012 Number of ordinary shares Issued and fully-paid: Balance at beginning of financial year Purchased during the financial year Balance at end of financial year 20,000 20,000
2011 $000
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.
90
22.
Finance costs Group 2012 $000 Interest expense bank borrowings finance lease payables 25 6 31 2 2 2011 $000
91
Included in the employee benefits expense were Directors remuneration as shown in Note 29 to the financial statements.
92
Reconciliation of effective income tax rate Profit before income tax Income tax calculated at Singapores statutory income tax rate of 17% (2011: 17%) Effect of different income tax rate in other countries Tax effect of expenses not deductible for income tax purposes Tax effect of income not taxable for income tax purposes Singapores statutory stepped income tax exemption Deferred tax asset not recognised in profit or loss Over provision of current income tax in prior financial years Over provision of deferred tax in prior financial years Enhanced income tax deduction Others 146 (18) 419 (47) 13 (21) (13) (77) (154) 248 974 47 167 (19) (26) (23) (108) (29) 983 858 5,730
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.
93
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 Special one-off (one-tier) dividend declared and paid of $0.02 per share in respect of financial year ended 30 June 2011 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 Final tax-exempt (one-tier) dividend declared and paid of $0.02 per share in respect of financial year ended 30 June 2011 935
1,870
1,870
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.
94
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.
95
96
Group 2012 $000 With a Director of the Company Payments made by a Director on behalf of the Company Rent expense paid to a Director 54 112 17 2011 $000 2012 $000
112
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 $000 Directors fees Short-term benefits Post-employment benefits 302 1,251 19 1,572 2011 $000 262 2,692 27 2,981
97
98
99
100
Location of non-current assets Peoples Republic of Singapore $000 2012 Non-current assets 2,304 410 1,115 3,829 Malaysia $000 China $000 Total $000
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 Groups revenue.
101
102
31.
31.2
Market risk
(i)
Foreign currency risk arises from transactions denominated in currencies other than the respective functional currency of the entities within the Group. The currency that gives rise to the risk is primarily United States dollar. The risk is managed either by foreign currency forward contracts in respect of actual or forecast currency exposures or through natural hedges arising from a matching of assets and liabilities of the same currency and amount.
The Groups and the Companys currency exposure based on the information available to key management is as follows: Financial assets Financial liabilities
Group 2012 5,325 436 904 698 7,363 4,513 524 780 24 5,841 14,870 (12,199) 11,391 1,298 2,028 153 (2,891) (8,844) (416) (48) 12,953 (17,606) (161) (235) (235) (3,577) 10,674 188 1,959 132 (2,477) (14,110) (396) (623) (161) (2,715) (862)
Trade and other payables excluding Trade and Cash and deposits other cash placed by receivables equivalents customers $000 $000 $000 Finance lease payables $000 Bank borrowings $000 10,646 (13,486) 2,467 (655) (1,028) 12,778 (7,022) 2,392 129 8,277 (12,778) (2,392) (129) (10,646) (2,467) 655
Net financial assets/ (liabilities) denominated in the Net respective financial entities assets/ functional Currency (liabilities) currencies exposure $000 $000 $000 (13,486)
2011 Singapore dollar United States dollar Ringgit Malaysia Chinese renminbi
(7,022)
31.
31.2
(i)
The Groups and the Companys currency exposure based on the information available to key management is as follows:
(Continued) Financial assets Net financial assets denominated in the Trade and Cash and Trade and Finance Net Companys functional currency $000 (3,194) Currency exposure $000 22 financial assets $000 3,194 22 3,216 lease payables $000 (161) (161) other payables $000 (459) (459) cash equivalents $000 257 22 279 other receivables $000 3,557 3,557 Financial liabilities
Company
2012
Singapore dollar
2011 6,496 6,496 3,124 (450) 1,218 (235) 1,906 (450) (235) 7,717 1,218 8,935 (7,717) 1,218
Singapore dollar
103
104
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 Groups and the Companys foreign currency exchange rate exposure on monetary assets and monetary liabilities denominated in United States dollar. (ii) Interest rate risk The Groups 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 decreased by 0.5% per annum (18) 18
105
Financial liabilities Non-interest bearing Variable interest bearing 18,203 3,671 21,874 180 180 18,203 3,851 22,054
2011 Financial assets Non-interest bearing Variable interest bearing 19,516 1,200 20,716 19,516 1,200 20,716
Financial liabilities Non-interest bearing Variable interest bearing 12,981 40 13,021 197 197 29 29 12,981 266 13,247
106
Financial liabilities Non-interest bearing Variable interest bearing 459 84 543 87 87 459 171 630
2011 Financial assets Non-interest bearing Variable interest bearing 8,425 1,200 9,625 8,425 1,200 9,625
Financial liabilities Non-interest bearing Variable interest bearing 456 40 496 197 197 29 29 456 266 722
107
22
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.
108
statistics of shareholdings
AS AT 11 SEPTEMBER 2012 SHAREHOLDERS INFORMATION Total number of shares excluding treasury shares Class of Shares Voting Rights TREASURY SHARES Total number of shares held as treasury shares Voting Rights Percentage of holding against the total number of issued shares excluding treasury shares DISTRIBUTION OF SHAREHOLDINGS Size of Shareholding 1 1,000 10,001 1,000,001 999 10,000 1,000,000 and above Number of Shareholders 0 531 180 10 721 % 0.00 73.65 24.96 1.39 100.00 Number of Shares 0 2,358,000 11,373,000 79,750,600 93,481,600 % 0.00 2.52 12.17 85.31 100.00 : : : 20,000 None 0.02% : : : 93,481,600 Ordinary Shares One vote per ordinary share (excluding treasury shares)
TOP TWENTY SHAREHOLDERS No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Name of Shareholders HSBC (SINGAPORE) NOMINEES PTE LTD GOH ANN ANN JOHNSON ROWSLEY SPORTS PTE LTD CITIBANK NOMINEES SINGAPORE PTE LTD LAM WAI HENG LI CHOW CHIN HONG LEONG FINANCE NOMINEES PTE LTD LIM & TAN SECURITIES PTE LTD LEONG MEE WAN NARONG INTANATE BRENDA YEO RAFFLES NOMINEES (PTE) LTD CHEW BEE CHOO DBS NOMINEES PTE LTD LAI WENG KAY ONG JEK YAW RUPERT JAMES PHILIP MORTON TAY BOON HUAT LIM HO KEE MERRILL LYNCH (SINGAPORE) PTE LTD TOTAL Number of Shares 55,579,800 6,110,000 4,861,000 4,229,000 1,892,800 1,669,000 1,600,000 1,500,000 1,209,000 1,100,000 630,000 604,000 575,000 414,000 315,000 260,000 258,000 255,000 200,000 192,000 83,453,600 % 59.46 6.54 5.20 4.52 2.02 1.79 1.71 1.60 1.29 1.18 0.67 0.65 0.62 0.44 0.34 0.28 0.28 0.27 0.21 0.21 89.28
109
statistics of shareholdings
AS AT 11 SEPTEMBER 2012 SUBSTANTIAL SHAREHOLDERS (As recorded in the Register of Substantial Shareholders) Direct Interest Jimmy Fong Teck Loon Brenda Yeo
(2) (1)(2)
Johnson Goh Ann Ann Rowsley Sports Pte. Ltd. Rowsley Ltd(3) Garville Pte Ltd(3) Lim Eng Hock(3)
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.
28.68% of the Companys 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.
110
addendum
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 Companys 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 Companys sponsor (Sponsor), RHT Capital Pte. Ltd. for compliance with the relevant rules of the SGX-ST. The Companys 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.
ADDENDUM TO ANNUAL REPORT IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE
111
addendum
DEFINITIONS For the purpose of this Addendum, the following definitions apply throughout unless otherwise requires: ACRA Act or Companies Act : : Accounting and Corporate Regulatory Authority Companies Act (Chapter 50) of Singapore, as amended, modified or supplemented from time to time 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, nonexecutive, independent and non-independent directors of the Company for the time being The provisions of Section A and Section B: Rules of Catalist of the SGXST of the Listing Manual (excluding the Best Practices Guide, the Code, and the Practice Notes) as amended, supplemented or modified from time to time The Central Depository (Pte) Limited Companies (Amendment) Act 2005 of Singapore
Addendum
Catalist Rules
: :
: : : :
Epicentre Holdings Limited A director of the Company Earnings per Share The financial year ended or ending 30 June (as the case may be) unless otherwise specified The Company and its subsidiaries, collectively
Group
112
addendum
Latest Practicable Date : The latest practicable date prior to the printing of this Addendum, being 26 September 2012 The Listing Manual of the SGX-ST, as amended, modified or supplemented from time to time A day on which the SGX-ST is open for trading in securities 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 Net tangible assets of the Group The annual general meeting of the Company held on 28 October 2011 A securities account maintained by a Depositor with CDP but does not include a securities sub-account Catalist, a market regulated by the SGX-ST, formerly known as the SGX-ST Dealing and Automated Quotation System Singapore Exchange Securities Trading Limited The SGXNET Corporate Announcement System 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 General mandate to be given by the Shareholders to authorise the Directors to effect Share Buyback 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 Ordinary shares in the share capital of the Company and each a Share RHT Capital Pte. Ltd.
Listing Manual
: :
: : :
: : :
Shareholders
Shares Sponsor
: :
113
addendum
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 The Singapore Code on Take-overs and Mergers, as amended or modified from time to time (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 Has been held by the Company continuously since the treasury share was so purchased
Take-over Code
Treasury Shares
(b)
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 % or per cent. : : Singapore dollars and cents, respectively 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.
114
addendum
EPICENTRE HOLDINGS LIMITED
(Company Registration Number: 200202930G) (Incorporated in the Republic of Singapore)
Directors Mr Jimmy Fong Teck Loon (Executive Chairman and Chief Executive Officer) Ms Brenda Yeo (Executive Director) Mr Siow Chee Keong (Lead Independent Director) Mr Azman Hisham Bin Jaafar (Independent Director) Mr Ron Tan Aik Ti (Independent Director) 10 October 2012 To: The Shareholders of Epicentre Holdings Limited
Registered Office 37 Jalan Pemimpin #07-04 Clarus Centre Singapore 577177 Tel No: +65 6601 9100 Fax No: +65 6601 9133
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 Companys Share Buyback Mandate (Resolution 10). The purpose of this Addendum is to provide Shareholders with information relating to Resolution 10. 1. 1.1 THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE 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.
115
addendum
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 Companys 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 Companys 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).
116
addendum
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) (b) (c) the next annual general meeting of the Company is held or required by law to be held; Share Buybacks have been carried out to the full extent mandated; or 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 Exchanges 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 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).
(b)
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; all of the abovementioned persons shall be given a reasonable opportunity to accept the offers made; and 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;
(b)
(c)
117
addendum
(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) (b) (c) (d) the terms and conditions of the offer; the period and procedures for acceptances; the reasons for the proposed Share Buyback; 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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addendum
(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) (ii) (iii) sell the Treasury Shares for cash; transfer the Treasury Shares for the purposes of or pursuant to an employees share scheme; 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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addendum
(iv) (v) cancel the Treasury Shares (or any of them); or 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 delisted 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 Companys 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 Companys 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 Companys 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) (b) the likelihood of the contingency occurring; and 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.
120
addendum
1.6 Financial Effects of the Share Buyback Mandate It is not possible for the Company to realistically calculate or quantify the financial effects on the Company and the Group arising from purchases or acquisitions of Shares that may be made pursuant to the Share Buyback Mandate on the NTA and EPS as the resultant effect would depend on, inter alia, the aggregate number of Shares purchased or acquired, whether the purchase or acquisition is made out of capital or profits, the purchase price paid for such Shares and the amount borrowed (if any) by the Company to fund the purchase or acquisition of the Shares and whether the Shares purchased or acquired are cancelled or held as Treasury Shares. The financial effects on the Company and the Group, based on the audited financial statements of the Company and the Group for the financial year ended 30 June 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 Companys 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.
121
addendum
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) (B) Purchases made entirely out of capital and cancelled Purchases made entirely out of capital and held as Treasury Shares Group After Share After Share Before Share Buyback (000) As at 30 June 2012 Total equity NTA(2) Current assets Current liabilities Working capital Total borrowings
(3)
Company After Share After Share Before Share Buyback (000) Buyback and cancelled (000) Buyback and held as Treasury Shares(1) (000) Buyback and held as Treasury Shares(1) (000)
Number of Shares(4) Financial ratios NTA per Share (cents) Gearing (%) Current Ratio(6) (times)
Notes: (1)
(5)
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.
NTA equals total equity less intangible assets. Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations. Based on issued Share capital of 93,481,600 Shares as at 30 June 2012. Gearing equals total borrowings divided by total equity. Current ratio equals current assets divided by current liabilities. 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.
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addendum
OFF-MARKET PURCHASES (A) (B) Purchases made entirely out of capital and cancelled Purchases made entirely out of capital and held as Treasury Shares Group After Share After Share Before Share Buyback (000) As at 30 June 2012 Total equity NTA
(2)
Company After Share After Share Before Share Buyback (000) Buyback and cancelled (000) Buyback and held as Treasury Shares(1) (000) Buyback and held as Treasury
(1)
Shares (000)
(1)
Current assets Current liabilities Working capital Total borrowings Number of Shares(4) Financial ratios NTA per Share (cents) Gearing(5)(%) Current Ratio(6) (times)
Notes: (1)
3,738 93,481,600
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.
NTA equals total equity less intangible assets. Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations. Based on issued Share capital of 93,481,600 Shares as at 30 June 2012. Gearing equals total borrowings divided by total equity. Current ratio equals current assets divided by current liabilities. 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.
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addendum
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 Companys 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 Companys 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.
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addendum
The Catalist Rules also specify that a listed company shall announce all purchases or acquisitions of its shares via SGXNET not later than 9.00 a.m.: (a) in the case of an On-Market Purchase, on the Market Day following the day of purchase of any of its shares; and (b) in the case of an Off-Market Purchase under an equal access scheme, by 9.00 a.m. on the second Market Day after the close of acceptances of the offer. Such announcement shall be in the form of Appendix 8D of the Catalist Rules which includes, without limitation, details of the total number of shares authorised for purchase, the date of purchase, prices paid for the total number of shares purchased, the purchase price per share, the highest and lowest shares purchased to date and the number of issued shares after purchase. While the Catalist Rules do not expressly prohibit any purchase of shares by a listed company during any particular time(s), because the listed company would be regarded as an insider in relation to any proposed purchase or acquisition of its issued shares, the Company will not undertake any purchase of Shares pursuant to the Share Buyback Mandate at any time after any matter or development of a price-sensitive nature has occurred or has been the subject of consideration and/or a decision of the Board until such price-sensitive information has been publicly announced. In particular, in line with the best practices guide on securities dealings under Rule 1204(19) of the Catalist Rules, the Company will not purchase or acquire any Shares through OnMarket 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.
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addendum
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) (b) 1.9 adversely affect the listing status of the Shares on the Catalist; or adversely affect the orderly trading of Shares.
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 Shareholders 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 Companys 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 Companys 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.
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addendum
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not be required to make a take-over offer for the Company under Rule 14 if, as a result of Share Buybacks, the voting rights of such Shareholder would increase to thirty per cent. (30%) or more, or, if such Shareholder holds between thirty per cent. (30%) and fifty per cent. (50%) of the Companys 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:
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Before the Share Buyback Direct Interest No. of Shares Directors Jimmy Fong Teck Loon(1)(2) Brenda Yeo(2) Siow Chee Keong Substantial Shareholders Johnson Goh Ann Ann Rowsley Sports Pte. Ltd. Rowsley Ltd(3) Garville Pte Ltd(3) Lim Eng Hock(3)
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.
After the Share Buyback Direct Interest No. of % Shares % Deemed Interest No. of Shares %
630,000
630,000
0.75
6,110,000 4,801,000
6,110,000 4,801,000
7.26 5.71
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: Total number Date of Purchase of Shares purchased Purchase price per Shares ($) 06/06/2012 20,000 0.33675 Highest price per Share ($) 0.34 0.33 Lowest Price per Share Total consideration (excluding stamp duties, clearing charges, etc) ($) 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.
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addendum
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 Companys Register of Directors Shareholdings and the Register of Substantial Shareholders respectively, are set out as follows. Directors Interests Direct interest No. of Shares Directors Jimmy Fong Teck Loon(1)(2) Brenda Yeo(2) Siow Chee Keong Substantial Shareholders Interests Direct interest No. of Shares % Deemed interest No. of Shares % 55,025,800 630,000 100,000 58.86 0.67 0.11 630,000 55,025,800
0.67
58.86
Johnson Goh Ann Ann Rowsley Sports Pte. Ltd. Rowsley Ltd(3) Garville Pte Ltd(3) Lim Eng Hock(3)
Notes: (1)
6,110,000 4,801,000
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.
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addendum
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 Companys 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
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2.
3.
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) 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) To transact any other ordinary business which may properly be transacted at the Annual General Meeting.
5.
6.
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) (ii) issue shares in the Company (shares) whether by way of rights, bonus or otherwise; and/or 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
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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)
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Chew Kok Liang Yun Chee Keen Joint Company Secretaries Singapore 10 October 2012
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134
Chew Kok Liang Yun Chee Keen Joint Company Secretaries Singapore 10 October 2012
IMPORTANT: 1. For investors who have used their CPF monies to buy Epicentre Holdings Limiteds shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 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. 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.
PROXY FORM
(Please see notes overleaf before completing this Form)
2.
3.
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. Ordinary Business 1 2 3 4 5 6 7 8 9 10 Directors Report and Audited Accounts for the financial year ended 30 June 2012 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 Re-election of Mr Siow Chee Keong as a Director Re-election of Mr Ron Tan Aik Ti as a Director Approval of Directors Fees amounting to S$245,000 Re-appointment of Messrs BDO LLP as Auditors Authority to issue shares Authority to issue shares under the Epicentre Holdings Limited Performance Share Plan Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme Renewal of Share Buyback Mandate day of 2012 Total number of Shares in: (a) CDP Register (b) Register of Members Signature of Shareholder(s) or, Common Seal of Corporate Shareholder IMPORTANT: PLEASE READ NOTES OVERLEAF No. of Shares Resolutions relating to: For Against
Special Business
Dated this
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.