Epicentre Holdings Limited_

INNOVATING FOR TOMORROWANNUAL REPORT 2012

Be a World Class

Digital Lifestyle Brand in Asia.

We are committed to enrich the

customer’s digital lifestyle with World

Class Experience, Innovative Value and

Awesomely Great (EPIC) Hospitality.

1ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED

02 our values

03 corporate profi le

04

chairman statement

06

operations review

08fi nancial highlights

09awards and achievements

10

board of directors

13ten reasons to buy from Epicentre

14

store listing

17corporate information

18

group structure

19

product showcase

27 corporate governance report

43

fi nancial statements

108

statistics of shareholdings

110addendum

130notice of annual general meeting

proxy form

This Annual Report has been reviewed by the Company’s Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities

Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verifi ed the contents of this Annual Report.

This Annual Report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document, including the

correctness of any of the statements or opinions made or reports contained in this Annual Report.

The details of the contact person for the Sponsor are:

Name: Mr. Lawrence Wong Chee Meng

Address: Six Battery Road #10-01, Singapore 049909

Tel: +65 6381 6757

2 EPICENTRE HOLDINGS LIMITED ANNUAL REPORT 2012

LEARNING

We, as a TEAM

continuously, to improve

our competency for

greater fulfilment

VIBRANCY

We enthusiastically

work towards

innovative solution

OWNERSHIP

We act pridefully

with accountability and speed

ETHICS

We consistently

act with integrity

and fairness

Our Values

3ANNUAL REPORT 2012 EPICENTRE HOLDINGS LIMITED

Epicentre Holdings Limited (“Epicentre” or the “Group”)

is one of the fastest-growing and most prominent digital

lifestyle companies in Singapore. Established in 2002 as the

first Apple Premium Reseller (“APR”) in the region, Epicentre

is not only the longest-serving, but also one of the most-

awarded APR in Asia.

Epicentre has redefined the shopping experience for Apple

consumers by offering a comprehensive range of Apple and

Apple-related products as well as pre and post-sale services

in a one-stop lifestyle digital hub. The Group is emphatic

on locating its stores within prime districts that experience

heavy footfall and this is a key consideration to the Group’s

expansion both locally and regionally. Today, the Group

operates 8 Epicentre stores in Singapore, 6 in Malaysia

(Kuala Lumpur) and 3 in China (Shanghai and Beijing); with plans to further extend its footprint within these cities.

Apart from retailing Apple and Apple-related products in Epicentre stores, the Group also offers an extensive range of

accessories in EpiLife concept stores-where Fashion meets IT. EpiLife is a lifestyle chain that completes the shopping

experience of fashion-forward consumers. EpiLife also carries merchandise under iWorld, the Group’s proprietary

brand of accessories targeted at the young and trendy. To date, the Group has launched 2 EpiLife stores in Singapore.

In line with the Group’s penchant for innovation, it has spearheaded one of Southeast Asia’s pioneering m-commerce

platforms. Coined EpiLife On-The-Go, this unique shopping experience drives sales through the clever placements of

Quick Response (QR) codes on both traditional and non-traditional promotional mediums. By offering diverse products

ranging from IT to beauty, F&B and fashion amongst other lifestyle-oriented merchandise, EpiLife-On-The Go is primed

to engage consumers in a new and refreshing way.

Over the years, the Group has achieved multiple awards and accolades for its sterling performance. Winner of the

Singapore Prestigious Brand Award (“SPBA”) — Promising Brand for three consecutive years since 2009, Epicentre

claimed the Overall Winner title in 2010 and was inducted into the SPBA — Hall of Fame in 2011. As a testament to

the Group’s commitment towards high service standards, Epicentre won the Singapore Retailers Association (SRA)

Premium Service GEM Award in 2010 and 2011. Since 2003, the Group has also bagged numerous accolades for its

accomplishments as a partner of Apple. These include the honour of winning the Platinum Partner Award during the

South Asia Conference 2010 and achieving Apple Best POS Asia from 2006 to 2008.

Epicentre was listed on the Catalist Board of the Singapore Exchange Securities Trading Limited on 18 January 2008.

corporate profi le


chairman statement

Ann City opened in December 2011 and the second, at 313@

Somerset in March 2012.

In April 2012, we made a quantum leap by teaming up with

International Enterprise (IE) Singapore via its Global Company

Partnership (GCP) to strategically build our capability across

markets and gain access to financial assistance. Through this

programme, we collaborated with CellCity and DBS Bank to

offer virtual stores with EpiLife On-The-Go; moving beyond

the conventional brick-and-mortar retail model into the mobile

commerce (“m-commerce”) platform. By scanning the Quick

Response (QR) codes placed on everyday mediums like

catalogues, flyers, billboards and advertising walls in public

spaces like MRT and movie theatre screens, customers

are able to make EpiLife purchases at their convenience

and opt to collect their merchandises at designated stores

or have it delivered. Traditional media spaces can now be

transformed into business channels, diversifying our income

stream, while providing our customers the flexibility they desire.

With m-commerce, we bring the shop right to the consumer,

allowing us to win their hearts and minds. More importantly,

this new initiative opens up a new business channel, allowing

us to generate sales without the hefty overheads associated

with a physical store.

We also forged partnerships with five polytechnics in

Singapore, namely Singapore Polytechnic, Nanyang

Polytechnic, Ngee Ann Polytechnic, Temasek Polytechnic

and Republic Polytechnic during the year to collaborate on

m-commerce related entrepreneurship initiatives. Through

these partnerships, we are able to gather feedback to fine-tune

and improve on our existing m-commerce platform. It also

serves as a good avenue for us to understand our consumer

profile and latest trends.

While committed to developing new sales platforms to

build our long term competitive advantage, we have been

actively looking at ways to differentiate and enhance our

brand equity and service. During the year, we embarked on

various projects such as Customer Relationship Management

and Customer Centric Initiatives with the aim of providing

exceptional customer experience to turn customers into

our advocates. Using these tools, we are able to identify

and anticipate customers’ needs, at the same time, provide

personalised service to make our customers feel appreciated.

We also launched BrandPact-Epicentre & EpiLife to improve

our branding by boosting our desirability and exclusivity in the

customer’s mind space.

Dear Shareholders

Financial year ended 30 June 2012 (“FY 2012”) was an active

year for Epicentre as we focused on putting in place the

building blocks for new growth amidst slowing retail spending

from the volatile economy. The Group delivered record

revenue of S$183.9 million, up 13.1% year-on-year (“y-o-y”) for

FY 2012. We sought to expand our reach through the launch

of 8 new retail stores, boosting our presence to 18 outlets

across 3 countries. Leveraging on our innovative spirit to drive

future sustainable growth, we introduced several new sales

platforms such as EpiLife concept store, EpiLife On-The-Go

mobile commerce (“m-commerce”) platform and phase 2 of

Epicentre iPhone Application, to cater to the convenience of

our busy customers. We also embarked on brand-building and

customer excellence projects during the year to strengthen our

corporate identity and brand equity. As these initiatives are

in their gestation period, we had to endure some short-term

impact on our financial performance. Consequently, the Group

recorded a net profit attributable to owners of the parent of

S$1.0 million for FY 2012, down 79.4% y-o-y.

To thank shareholders for their continued support, the Board

declared a final dividend of 0.6 cents per share for FY 2012.

Delivering Innovative Solutions

Our constant drive to introduce enterprising initiatives is a clear

reflection of our strong entrepreneurial spirit. At Epicentre, we

challenge ourselves to look at existing practices and processes

with a fresh perspective and do not shy away from taking the

untried and untested route.

Innovation is very much ingrained in the make-up of Epicentre.

We launched phase 2 of Epicentre iPhone application and

introduced EpiLife, the first-of-its-kind concept store that

portrays IT products as lifestyle and fashion covetable in

January 2012. Sourcing the world for unique designs, we offer

an extensive range of accessories from established brands

such as Ice Watch, Paul Frank, MRKT, UNIE FRENCHIE and

Nakamichi. The new spin off from Epicentre aims to cater to

the growing demand for individualist designs that bridges the

gap between technology and lifestyle. On top of that, through

our in-depth understanding of customers’ preferences, we

create our very own unique fashion-statement pieces under

the proprietary brand, “iWorld”. To date, we have launched

2 EpiLife stores in Singapore, with the maiden store at Ngee


Our competitive edge is clear: At Epicentre, we offer a comprehensive range of Apple products

and unique digital lifestyle fashion accompanied with impeccable customer experience and

comprehensive pre-and post-sale services, at your convenience.

Investing in Tomorrow

Moving forward, the economic outlook looks set to remain challenging with ongoing weakness

in the western economies and softening of the Chinese economy.

In line with Epicentre’s determination to grow long term shareholder value, we will continue

to invest in our future by consciously balancing between increasing the distribution network

and managing costs while supporting our new sales platform. We see more opportunities

in Malaysia, where consumer sentiments remained robust. Given the strong revenue boost

from Malaysia, surging 42.8% y-o-y to S$33.5 million for FY 2012, we will continue to commit

resources to boost our market share through the launch of new stores. Our largest revenue

contributor, Singapore, accounted for 80.5% of FY 2012 revenue or S$148.0 million. As our

key market, the Group will continue to support initiatives to diversify revenue stream such as

EpiLife and EpiLife On-The-Go. With our first mover advantage in capturing the younger, more

fashion-conscious customers, who regularly use the internet or participate in social media, we

are confident that these strategic investments will provide good returns gradually.

Corporate Social Responsibility

While working towards generating long term returns for our shareholders, we are keenly

aware of the need to play our part as a responsible corporate citizen. On 20 November

2011, we collaborated with the Singapore Children Cancer Foundation to organise a charity

run for our network of corporate clients, business associates, employees, friends, families,

and shareholders. The funds raised by the participants amounted to a total of S$14,320.

In Appreciation

I would like to express my deepest appreciation to our shareholders, partners

and customers for your continuous support. I would like to acknowledge too, the

invaluable insights and guidance of our Board.

To our staff, thank you for your dedication and passion. Together, we will work

hand-in-hand to build the Best Digital Lifestyle Brand in Asia.

Jimmy Fong Teck Loon

Executive Chairman & Chief Executive Officer


operations review

The Group delivered record revenue of

S$183.9 million, up 13.1% year-on-year

(“y-o-y”) for financial year ended 30 June

2012 (“FY 2012”).

Revenue breakdown by Geographical Segment

Revenue from Singapore increased 6.4% y-o-y to S$148.0

million, accounting for 80.5% of the Group’s revenue for FY

2012. The increase was due to the full year operation of 2

additional stores and the strong demand for Apple products.

Further boosted by strong consumer sentiments in Malaysia,

revenue from Malaysia surged 42.8% y-o-y to S$33.5 million,

contributing 18.2% to the Group’s revenue for FY 2012.

Meanwhile, the Group received maiden revenue contribution

of S$2.4 million from PRC, with the launch of 2 new stores in

Shanghai and 1 in Beijing in FY 2012.

Revenue breakdown by Products

Apple products continued to be the key driver, contributing

S$157.8 million or 85.8% to the Group’s revenue for FY 2012.

The Group’s efforts to increase sales in higher margin third

party brand complementary products was reflected in the

9.3% y-o-y increase in revenue to S$26.1 million for FY 2012.

Gross profit declined 2.5% y-o-y to S$23.6 million for FY 2012

mainly attributable to the volatility in USD/SGD, affecting the

margins of Apple products. However, with effect from 30

September 2012, the purchase of Apple products for the

Singapore operations will be denominated in SGD, thereby

eliminating majority of the Group’s foreign exchange risk.

Total operating expenses increased 23.7% y-o-y to S$24.5

million for FY 2012, mainly due to higher administrative,

advertising and promotional expenses incurred with the

opening of the 8 outlets in FY 2012. Other initiatives rolled out

during the financial year such as the launch of new enterprising

sales platforms, Customer Centric Initiatives and Brandpact

projects, also contributed to the rise in administrative expenses.

As the new initiatives launched during the year are in their

gestation period, the Group had to bear the initial costs

needed for it to take off. Consequently, the Group recorded a

net profit attributable to owners of the parent of S$1.0 million

for FY 2012, down 79.4% y-o-y.

Earnings per share of the Group declined to 1.05 cents

per share for FY2012 from 5.10 cents per share in the

corresponding period last year.

Inventories increased S$4.0 million to S$14.1 million as at

30 June 2012 with the launch of 8 new stores in FY 2012.

As at 30 June 2012, the Group was in a net cash position of

S$12.9 million.

160,000

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

139,127148,019

23,47633,515

2,354

Singapore Malaysia China

FY 2011

FY 2012

($’000)


operations review


fi nancial highlights

Revenue (S$M)

183.9FY 2012

162.6FY 2011

88.1FY 2010

65.0FY 2009

Net Profi t Attributable to Owners of the Parent (S$M)

1.0FY 2012

4.8FY 2011

1.8FY 2009

3.4FY 2010

Gross Profi t (S$M)

23.6FY 2012

14.3FY 2010

24.2FY 2011

10.9FY 2009

Profi t Before Tax (S$M)

0.9FY 2012

4.1FY 2010

5.7FY 2011

2.1FY 2009


awards and achievements

1 Singapore Prestige Brand Award 2011

Hall of Fame 2011

Promising Brand Winner

2 The Entrepreneur of the Year 2011

A Rotary – ASME Award

Overall Winner

3 The Entrepreneur of the Year 2011

A Rotary – ASME Award

Winner of EYA for Info-Communications Technology

4 Asia Pacifi c Entrepreneurship Awards

2011

Outstanding Entrepreneurship Award

5 Singapore Retailers Association (SRA)

2011

Premium Service GEM Award


Overall Winner, Promising Brand

7 Apple South Asia Conference 2010

Platinum Partner Award

8 Singapore Retailers Association (SRA)

2010

Premium Service GEM Award


Promising Brand Winner

10 Apple Top 3 Merchandising Award 2009

11 Apple Top APR POS Asia 2008

12 Apple Top POS Asia 2007

13 Apple Best POS Asia 2006

14 Best Apple Centre 2003

Gold Singapore 2003

5

9 10 11

6 7 8

21

3 4


board of directors

Brenda Yeo

Executive Director

Ms Yeo is our Executive Director

and was appointed to our Board on

21 February 2007. She was re-elected

as a Director on 30 October 2008.

She oversees the management of the

Group. In 2005, she joined our Group

as a human resource executive and

was promoted to a personal assistant

in 2006. She holds a Diploma in

Human Resource Management

from the International Business and

Management Education Centre.

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


Executive Chairman &

Chief Executive Officer

Mr Fong is our Executive Chairman

and Chief Executive Officer and the

founder of the Group. He began

his career in 1991 and in Oversea-

Chinese Banking Corporation as an IT

systems auditor before moving on to

hold various senior positions in blue-

chip companies such as Citibank,

Schlumberger Oilfield Services, Sun

Microsystems and I.B.M. World

Trade Asia Corporation. Prior to

establishing our Company in 2002,

he was the Director of Finance for the

Asia Pacific region with Intensia Asia

Pacific. Appointed to the Board on 9

April 2002, Mr Fong is responsible for

setting the strategic direction, tracking

the financial and profitability growth

of the Group, as well as managing

the business and overseeing all

aspects of the daily operations of

the Company. He holds a Bachelor

of Commerce and Administration

from the Victoria University of

Wellington, and a Master of Business

Administration from the Rutgers State

University of New Jersey. He was

recently awarded the Outstanding

Entrepreneur Award at the Asia Pacific

Entrepreneurship Awards 2011;

Overall Winner and Winner of EYA

for Info-Communications Technology

2011 at The Entrepreneur of the Year

2011 — a Rotary-ASME Award. He

was re-elected as the Director on 29

October 2010.


Siow Chee Keong

Lead Independent Director

Mr Siow is our Lead Independent

Director and was appointed to our

Board on 10 December 2007. He

was re-elected as the Director on 30

October 2009. He has many years of

audit and management experience

in operations, business systems,

information technology, finance and

accounting with commercial and

financial organisations in Canada,

USA, England and Singapore. He is

currently the Managing Director of

JF Virtus Pte. Ltd. and offers audit,

risk and consultancy services to listed

companies. Mr Siow qualified as a

Chartered Certified Accountant with

the Association of Chartered Certified

Accountants in 1981, a Certified

Internal Auditor with the Institute

of Internal Auditors Inc. in 1985, a

Certified General Accountants with

the Certified General Accountants of

Canada in 1990 and is a member

of the Institute of Certified Public

Accountants of Singapore. He

graduated from the University of

Warwick, England, with a Master of

Business Administration. Mr Siow sits

on the board of several listed and

private companies, and is a member

of the Singapore Institute of Directors.

The listed companies are Darco Water

Technologies Limited and Sunvic

Chemicals Holdings Limited.

Ron Tan Aik Ti

Independent Director

Mr Tan was appointed to our

Board on 3 August 2010. He was

re-elected as the Director on 29

October 2010. Exercising a wealth of

experience in intellectual property’s

licensing, merchandising, retail and

distribution markets, he is currently

the International Director at First

Alverstone Partners and other

international companies based in

Singapore, Malaysia, Australia,

Austria, Germany and USA including

EMS Holdings and Hi-5 Operations.

A former Singapore Government’s

Scholar, Mr Tan has also served in

various distinguished and management

positions at Media Corporation of

Singapore, LexisNexis Asia Pacific in

Singapore and Hong Kong, and the

Singapore Tourism Board/Economic

Development Board of Singapore.

He brings with him a balanced yet

rare mix of public, corporate, and

entrepreneurial experiences. Mr Tan

holds a Bachelor of Science degree

from the University of Hawaii, Manoa.

Azman Hisham Bin Jaafar

Independent Director

Mr Azman was appointed to our

Board on 3 November 2010. He is

an Advocate & Solicitor, and Partner

of RHTLaw Taylor Wessing LLP,

heading the firm’s Indonesia Practice.

He has advised and represented

clients in numerous transactions

involving mergers and acquisitions,

corporate finance, mining, and oil and

gas transactions in Singapore, China

and Indonesia. He fluently speaks

and writes Mandarin and Bahasa

Indonesia, and is a guest tutor at

the National University of Singapore

Law Faculty’s Legal Case Studies

programme. He is also a regular

speaker at seminars on mergers and

acquisitions, initial public offerings and

regulatory compliance in Singapore

and Indonesia. Mr Azman was named

AsiaLaw Leading Lawyers 2009 —

Capital Markets/Corporate Finance

and Corporate Governance. In 2007,

he was awarded a Public Service

Medal (Pingat Bakti Masyarakat,

PBM) by the President of the

Republic of Singapore in recognition

of his contribution as a councillor with

Northeast Community Development

Council, from which he received a

Long Service Award. He obtained LL.B

(Hons) from the National University of

Singapore.


10 reasons to buy from

Epitude Membership

Exclusive membership privileges at and

beyond Epicentre

Best Apple Deals

Attractive Apple offers under one roof

EpiAcademy

Established complimentary learning hub for

Apple Products

One Stop Service Centre

Epicentre@313@Somerset and Wheelock

Place are located close to eServ, Apple

troubleshoot service provider

iConcierge Services

First-of-its-kind counter service that provides

technical advice and support

Trade-in Services

Only place that offers cash for old

computers, laptops, iPads or iPods

Qualifi ed and Certifi ed Mac Evangelists

Serviced by trained Mac Lovers for Mac

Lovers

EpiGuard

Exclusive insurance policy available for our

valued customers

7-Day Extended Exchange Period

Unparalleled service with extended exchange

period

Great Locations

Conveniently located at prime districts


store listing singapore

Epicentre @ ION Orchard

2 Orchard Turn

ION Orchard #B3-14

Singapore 238801

Tel: +65 6509 8190

Epicentre @ 313@Somerset

313 Orchard Road

313@Somerset #01-19/20

Singapore 238895

Tel: +65 6509 6681

Epicentre @ Bugis Junction

200 Victoria Street

Bugis Junction #01-56/57

Singapore 188021

Tel: +65 6338 4892

Epicentre @ Marina Bay Sands

2 Bayfront Avenue

The Shoppes at Marina Bay Sands

B2-100A Singapore 018972

Tel: +65 6688 7070

Epicentre @ Wheelock Place

501 Orchard Road

Wheelock Place #02-20/23

Singapore 238880

Tel: +65 6238 6780

Epicentre @ Suntec City Mall

3 Temasek Boulevard

Suntec City #02-179

Singapore 038983

Tel: +65 6337 8246


Epicentre @ Scotts Square

6 Scotts Road

Scotts Square #B1-23/24

Singapore 228209

Tel: +65 6636 2330

EpiLife @ 313@Somerset

313 Orchard Road

313@Somerset #B3-21

Singapore 238895

Tel: +65 6235 5997

Epicentre @ Takashimaya S.C.

391 Orchard Road

Takashimaya S.C. Ngee Ann City

#B2-32 Singapore 238872

Tel: +65 6238 9378

EpiLife @ Takashimaya S.C.

391 Orchard Road

Takashimaya S.C. Ngee Ann City

#B2-32 Singapore 238872

Tel: +65 6733 4850


store listing malaysia

Epicentre @ Lim Kok Wing

Campus Store, Lot 27, Innovasi 1-1

Jalan Teknorat 1/1, 63000 Cyberjaya

Selangor Darul Ehsan

Tel: +603 8313 0300

Epicentre @ Yu Fashion Garden

(Shanghai)

L126/L127 Yu Fashion Garden

168 Fang Bang Zhong Road

Huang Pu District, Shanghai

Tel: +86 21 3376 7500

Epicentre @ Crystal Mall (Beijing)

L111/L112 Crystal Mall

51 Fu Xing Road

Hai Dian District, Beijing

Tel: +86 10 6826 0361

Epicentre @ Plaza 96 (Shanghai)

L139/140 Plaza 96

796 Dong Fang Road

Pu Dong District, Shanghai

Tel: +86 21 6106 0076

Epicentre @ IOI Mall

Lot E27 & 28, Ground Floor

IOI Mall, Batu 9 Jalan Puchong

Bandar Puchong Jaya

47100 Puchong, Selangor Darul Ehsan

Tel: +603 8075 0870

Epicentre @ Pavilion

Lot 5.24.07 Level 5 Pavilion

Kuala Lumpur

168 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel: +603 2141 6378

store listing china

Epicentre @ e@Curve

Lot G36-38, Ground Floor

e@Curve, No. 2A Jalan

PJU 7/3, Mutiara Damansara

47810 Petaling Jaya

Tel: +603 7726 1006

Epicentre @ Bangsar Village II

UGF-21, Floor Level Upper

Ground Floor Bangsar Village II No. 2

Jalan Telawi Satu

Bangsar Baru 59100

Kuala Lumpur

Tel: +603 2287 8970

Epicentre @ Fahrenheit88

Lot G-23, Ground Floor, Farenheit88

179 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel: +603 2143 8001



corporate information

FULL NAME OF COMPANYEpicentre Holdings Limited

COMPANY REGISTRATION NUMBER200202930G

WEBSITEwww.epicentreasia.com

BOARD OF DIRECTORSJimmy Fong Teck Loon

(Executive Chairman and Chief Executive Officer)

Brenda Yeo (Executive Director)

Siow Chee Keong (Lead Independent Director)

Ron Tan Aik Ti (Independent Director)

Azman Hisham Bin Jaafar (Independent Director)

AUDIT COMMITTEESiow Chee Keong (Chairman)

Ron Tan Aik Ti


NOMINATING COMMITTEEAzman Hisham Bin Jaafar (Chairman)


Ron Tan Aik Ti

Siow Chee Keong

REMUNERATION COMMITTEERon Tan Aik Ti (Chairman)

Siow Chee Keong


REGISTERED OFFICE37 Jalan Pemimpin

#07-04 Clarus Centre

Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9133

COMPANY SECRETARIESYun Chee Keen

Chew Kok Liang

AUDITORSBDO LLP

Public Accountants and

Certified Public Accountants

21 Merchant Road #05-01

Royal Merukh S.E.A. Building

Singapore 058267

Partner-in-charge: Lew Wan Ming

(Appointed since financial year ended 30 June 2009)

SHARE REGISTRAR & SHARE TRANSFER OFFICEBoardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place

#32-01, Singapore Land Tower

Singapore 048623

Telephone: +65 6536 5355

Facsimile: +65 6536 1360

PRINCIPAL BANKERSOversea-Chinese Banking Corporation Limited

Australia and New Zealand Banking Group Limited

Citibank N.A. Singapore Branch

Standard Chartered Bank

The Hongkong and Shanghai Banking Corporation Limited


group structure

Epicentre HoldingsLimited

group of companies

SINGAPORE

Epicentre Holdings Limited

37 Jalan Pemimpin

#07-04, Clarus Centre

Singapore 577177

Tel: +65 6601 9100

Fax: +65 6601 9133

Epicentre Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Tel: +65 6601 9100

Fax: +65 6601 9133

Epicentre Solutions Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Tel: +65 6601 9100

Fax: +65 6601 9133

Epi Lifestyle Pte. Ltd.

37 Jalan Pemimpin


Singapore 577177

Tel: +65 6601 9100

Fax: +65 6601 9133

MALAYSIA

Epicentre Lifestyle Sdn. Bhd.

34 Jalan Sultan Ismail

Unit 1706 Central Plaza Suite

50250 Kuala Lumpur, Malaysia

Tel: +603 2141 1787

Fax: +603 2141 3787

CHINA

Epicentre (Shanghai) Co., Ltd.

No 710 Dong Fang Road

Unit 1404

200122 Shanghai, P.R.China

Tel: +86 21 6044 2776

Fax: +86 21 5830 2203

Epicentre

Pte. Ltd.

100%

Epicentre

Solutions

Pte. Ltd.

100%

Epi Lifestyle

Pte. Ltd.

100%

Epicentre

Lifestyle

Sdn. Bhd.

100%

Epicentre

(Shanghai)

Co., Ltd.

87%


product showcase

corporate governance report


The Board of Directors (the “Board”) of Epicentre Holdings Limited (the “Company”) together with its subsidiaries (the

“Group”) is committed to ensure that high standards of corporate governance and transparency are practiced for the

protection of shareholders’ interest.

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

principles and guidelines of the Singapore Code of Corporate Governance 2005 (the “Code”). Unless otherwise stated,

these practices were in place throughout the financial year.

BOARD MATTERS

The Board’s conduct of its Affairs

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

The Board is collectively responsible for the success of the company. The Board works with

Management to achieve this and the Management remains accountable to the Board.

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

effective stewardship and corporate governance of the Company and the Group.

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

The key roles of the Board include:

• Set the corporate strategy and directions to the Group;

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

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

governance;

• Monitor the Board composition, Directors’ selection and Board processes and performance;

• Review and monitor Executive Directors’ remuneration;

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

(if required); and

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

Board Committees

Our Directors recognise the importance of good corporate governance and in offering high standards of accountability

to our shareholders. In order to provide an independent oversight and to discharge its responsibilities more efficiently,

the Board has delegated certain functions to various Board Committees. The Board Committees consist of Audit

Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”).



These Board Committees function within clearly defined terms of reference and operating procedures and are reviewed

on a regular basis to ensure their continued relevance. The Chairman of the respective Committee will report to the

Board on the outcome of the Committee meetings and their recommendations on the specific agendas mandated to

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

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

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

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

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

The number of meetings held by the Board and Board Committees and attendance of Directors at the meetings for

the financial year ended 30 June 2012 is set out as follows:

Board

Audit

Committee

Remuneration

Committee

Nominating

Committee

Number of meetings held 3 2 1 1

Name of Director Number of meetings attended

Jimmy Fong Teck Loon 3 2* 1* 1

Brenda Yeo 3 2* 1* 1*

Siow Chee Keong 3 2 1 1

Ron Tan Aik Ti 3 2 1 1

Azman Hisham Bin Jaafar 3 2 1 1

* By invitation

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

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

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

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

the Group’s operations.



Board Composition and Guidance

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

objective judgment on corporate affairs independently, in particular, from Management. No

individual or small group of individuals should be allowed to dominate the Board’s decision

making.

The Board comprises three Independent Directors and two Executive Directors.

The list of the Directors is as follows:

Executive Directors

Mr Jimmy Fong Teck Loon Executive Chairman and Chief Executive Officer

Ms Brenda Yeo Executive Director

Non-Executive Directors

Mr Siow Chee Keong Lead Independent Director

Mr Ron Tan Aik Ti Independent Director

Mr Azman Hisman Bin Jaafar Independent Director

The Board’s structure, size and composition are reviewed on an annual basis by the NC to ensure that the Board has

the appropriate size and with the right mix of skills and diverse expertise and experience given the nature and scope

of the Group’s operations and collectively possess the necessary core competencies for effective functioning and

informed decision-making.

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

Director as one who has no relationship with the Company, its related companies or officers that could interfere, or

be reasonably perceived to interfere, with the exercise of the Director’s independent judgment of the conduct of the

Group’s affairs.

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

undertaken a full review of its composition. It is of the opinion that, with a significant majority of the Directors being

Non-Executive and Independent Directors, the Board continues to exercise objective judgment independently of the

Management.

Key information regarding the Directors is given in the “Board of Directors” section of the Annual Report. Particulars

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

Company and in related corporations are set out in the Directors’ Report on pages 43 to 45 of the Annual Report.

Non-Executive Directors meet regularly without the presence of the Management.

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

framework and review management performance.



Chairman and Chief Executive Officer

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

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

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

power.

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

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

that there are adequate safeguards in place against uneven concentration of power and authority in a single individual.

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

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

responsible for overseeing the overall management and strategic development of the Company. He schedules Board

meetings as and when required and sets the agenda for the Board meetings. As the CEO, he formulates the policies

and supervises the business operations. He also sets guidelines and ensures the quality, quantity, accuracy and

the timelines of information flow between the Board, the Management and shareholders of the Company and also

encourages the constructive relationship within the Board between the Executive and Non-Executive Directors and

between the Board and the Management.

The Company has also appointed Mr Siow Chee Keong as Lead Independent Director of the Company pursuant to the

recommendation in Guideline 3.3 of the Code. The Lead Independent Director serves as a principal liaison on Board

issues between the Independent Directors and the Chairman of the Board. The Lead Independent Director is available

to shareholders who have concerns which contact through the normal channels of the Chairman, CEO, Executive

Directors or Chief Financial Officer have failed to resolve or for which such contact is inappropriate.

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

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

Board Membership

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

Board.

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

Mr Azman Hisham Bin Jaafar Chairman

Mr Jimmy Fong Teck Loon Member

Mr Siow Chee Keong Member

Mr Ron Tan Aik Ti Member



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

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

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

• Assess the effectiveness of the Board as a whole; and

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

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

an Independent Director.

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

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

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

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

Meeting (“AGM”) of the Company. Accordingly, the Directors will submit themselves for re-nomination and re-election

at regular intervals of at least once every three years. It was also provided in the Articles of Association of the Company

that the Directors appointed during the course of the year must retire and submit themselves for re-election at the next

AGM of the Company following their appointments.

The dates of initial appointment and last re-election of each Director are set out below:

Name of Director

Position held on

the Board

Date of first

appointment to

the Board

Date of last

re-election as

Director

Mr Jimmy Fong Teck Loon Chairman 9 April 2002 29 October 2010

Ms Brenda Yeo Director 21 February 2007 28 October 2011

Mr Siow Chee Keong Director 10 December 2007 30 October 2009

Mr Ron Tan Aik Ti Director 3 August 2010 29 October 2010

Mr Azman Hisham Bin Jaafar Director 3 November 2010 28 October 2011

The NC is of the view that despite multiple board representations in certain instances, each Director is able to allocate

sufficient time and attention to the affairs of the Company and has been adequately discharging his/her duties as a

Director of the Company.



The Board has accepted the NC’s nomination of the retiring Directors who have given their consent for re-election at

the forthcoming AGM of the Company. The retiring Directors are Mr Siow Chee Keong and Mr Ron Tan Aik Ti who will

retire pursuant to Article 93 of the Articles of Association of the Company.

The NC has assessed the independence of the Non-Executive Directors, Mr Siow Chee Keong, Mr Ron Tan Aik Ti

and Mr Azman Hisham Bin Jaafar, and is satisfied that there are no relationships which would deem them not to be

independent.

Board Performance

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

contribution by each director to the effectiveness of the Board.

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

the nature and scope of the Company’s operations. The NC has in place a formal process for assessment of the

effectiveness of the Board as a whole.

The NC undertakes a process to assess the effectiveness of the Board as a whole for the financial year ended 30 June

2012. The appraisal parameters focused on evaluation of factors such as the size and composition of the Board, the

Board’s access to information, Board’s processes and accountability, Board’s performance in relation to discharging

its principal responsibilities, communication with the Management and the standards of conduct of the Directors. The

performance measurements ensure that the mix of skills and experience of the Directors continue to meet the needs

of the Group.

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

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

effectively and the results of the assessment has been communicated to and accepted by the Board.

The NC noted that the performance evaluation should consider the performance of the Company’s share price over a

five-year period vis-à-vis the Singapore Straits Times Index. However, the NC did not adopt it and have instead bench

mark the performance against industry peers and adopt other criteria that include revenue growth year-on-year and

gross margin as well as profit margin.



Access to Information

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

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

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

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

to the Company’s records and information.

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

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

projects.

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

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

The Company Secretaries or their representatives attend all Board and Board Committees meetings and assist the

Board to ensure that Board procedures are followed and that applicable rules and regulations are complied with. The

minutes of all Board Committees’ meetings are circulated to the Board.

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

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

Directors.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

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

remuneration and for fixing the remuneration packages of individual directors. No director

should be involved in deciding his own remuneration.

The RC comprises entirely Independent Directors and the members of the RC are:

Mr Ron Tan Aik Ti Chairman

Mr Siow Chee Keong Member

Mr Azman Hisham Bin Jaafar Member



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

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

Executive Directors and key executives of the Company;

• Determine the specific remuneration packages for each Executive Director; and

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

The RC recommends to the Board a framework of remuneration for the Directors and executive officers, and determine

specific remuneration package for each Executive Director. All aspects of remuneration, including but not limited to

Directors’ fees, salaries, allowances, bonuses and benefits in kind, are covered by the RC.

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

to expert professional advice on remuneration matters as and when the need arises. The expense of such services is

borne by the Company. No individual Director shall be involved in deciding his/her own remuneration.

Each member of the RC shall abstain from making any recommendation on or voting on any resolutions in respect of

his own remuneration package.

Level and Mix of Remuneration

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

needed to run the company successfully but companies should avoid paying more than is

necessary for this purpose. A significant proportion of executive directors’ remuneration should

be structured so as to link rewards to corporate and individual performance.

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

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

related elements of remuneration form a significant part of the total remuneration package of Executive Directors and

is designed to align the Directors’ interests with those of shareholders and link rewards to corporate and individual

performance. The RC also reviews all matters concerning the remuneration of Non-Executive Directors to ensure that

the remuneration commensurate with the contribution and responsibilities of the Directors.

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

public and private sectors. The Company believes that the fees are competitive and its Directors are adequately

compensated in line with market norms.

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

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

shareholders at the AGM of the Company.



The service agreement of the Executive Chairman and CEO covered the terms of employment, salaries and other

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

five years unless otherwise terminated by either party giving not less than six months’ notice in writing.

The Company has an existing performance share plan known as Epicentre Holdings Limited Performance Share Plan

(the “Plan”) for the eligible participants. The Plan will provide eligible participants with an opportunity to participate

in the equity of the Company and to increase the Company’s flexibility and effectiveness in its continuing efforts to

reward, retain and motivate employees to improve their performance.

Disclosure on Remuneration

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

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

It should provide disclosure in relation to its remuneration policies to enable investors

to understand the link between remuneration paid to directors and key executives, and

performance.

A breakdown of the remuneration of the Directors of the Company, in percentage terms showing the level and mix,

for the financial year ended 30 June 2012 falling within the broad bands are set out below:

Remuneration Band

Fixed

Salary

Directors’

Fees

Performance Related

Income/Bonus Total

S$1,000,000 to S$1,249,999

Jimmy Fong Teck Loon 95 5 – 100%

S$750,000 to $999,999

Nil – – – –

S$500,000 to S$749,999

Nil – – – –

S$250,000 to S$499,999

Brenda Yeo 91 9 – 100%

Below S$250,000

Siow Chee Keong – 100% – 100%

Ron Tan Aik Ti – 100% – 100%

Azman Hisham Bin Jaafar – 100% – 100%

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

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

in, the names of the top five executives are not disclosed.



The range of the gross remuneration of the top five key executives of the Group (who are not Directors) for the financial

year ended 30 June 2012 are set out below:

Remuneration Band

Number of Key Executives

2012 2011

S$250,000 to S$499,999 1 –

Below S$250,000 4 5

Ms Brenda Yeo, an Executive Director of the Company, is the spouse of Mr Jimmy Fong Teck Loon, the Executive

Chairman and the CEO of the Company as well as the substantial shareholder of the Company.

Save as disclosed, there is no employee of the Group who is an immediate family member of any Director or the CEO

or a controlling shareholder and whose remuneration has exceeded S$150,000 during the financial year ended 30

June 2012.

ACCOUNTABILITY AND AUDIT

Accountability

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

performance, position and prospects.

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

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

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

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

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

prescribed periods.

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

Group’s performance, financial position and business prospects on a quarterly basis for their effective monitoring and

decision-making.



Audit Committee

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

set out its authority and duties.

The AC comprises entirely Independent Directors and the members of the AC are:

Mr Siow Chee Keong Chairman

Mr Ron Tan Aik Ti Member

Mr Azman Hisham Bin Jaafar Member

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

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

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

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

internal controls and the contents and presentation of its reports.

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

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

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

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

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

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

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

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

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

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

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

obtain independent professional advice if it deems necessary in the discharge of its responsibilities. Such expenses

are borne by the Company. Each member of the AC abstains from voting any resolutions in respect of matters he is

interested in.



The AC has full access to and cooperation of the Management, internal and external auditors. It also has full discretion

to invite any Director or executive officer to attend its meetings and has been given adequate resources to enable it

to discharge its functions properly.

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

a year. The AC reviews the findings from the auditors and the assistance given to the auditors by the Management.

The AC, having reviewed the range and value of non-audit services rendered by the external auditors, Messrs BDO

LLP, which comprise tax advisory services and is satisfied that the nature and extent of such services will not prejudice

the independence and objectivity of the external auditors. The audit and non-audit fees paid/payable to the external

auditors for the financial year ended 30 June 2012 were $74,000 and $15,000 respectively.

The Company has complied with Rule 715 of the Listing Manual Section B: Rules of Catalist of the SGX-ST as all

subsidiaries of the Company are audited by Messrs BDO LLP for the purposes of the consolidated financial statements

of the Group.

The AC will undertake a review of the scope of services provided by the external auditors, the independence and

the objectivity of the external auditors on annual basis. Messrs BDO LLP, the external auditors of the Company, has

confirmed that they are a Public Accounting Firm registered with Accounting and Corporate Regulatory Authority and

provide a confirmation of their independence to the AC. The AC had assessed the external auditors based on factors

such as performance, adequacy of resources and experience of their audit engagement partner and auditing team

assigned to the Group’s audit the size and complexity of the Group. Accordingly, the AC is satisfied that Rule 712

of the Listing Manual Section B: Rules of Catalist of the SGX-ST is complied with and has recommended the Board

that Messrs BDO LLP be nominated for re-appointment as external auditors at the forthcoming AGM of the Company.

The Company’s internal auditors, during their course of audit, will evaluate the effectiveness of the Company’s internal

controls and report to the AC, together with their recommendations, any material weakness and non-compliance of

the internal controls. The AC has reviewed the internal audit reports and based on the controls in place, is satisfied

that there are adequate internal controls in the Group.

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

“Guidance to Audit Committees on Evaluation of Quality of Work performed by External Auditors” which aims to facilitate

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

based on the key indicators of audit quality set out in the guidance.

The Company has in place the whistle blowing framework, endorsed by the AC, which provides the mechanisms to

encourage and provide a channel where employees of the Company may, in confidence, raise concerns about possible

corporate improprieties in matters of financial reporting or other matters and to ensure that arrangements are in place

for the independent investigations of such matters and for appropriate follow up actions. The details of the whistle

blowing policies and arrangements have been made available to all employees. As at the date of this report, there was

no report received through the whistle blowing mechanism.



Internal Controls

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

to safeguard the shareholders’ investments and the company’s assets.

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

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

AC which conducts the reviews.

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

periodically within the financial year of the Company, for ensuring proper accounting records and reliable financial

information as well as management of business risks with a view of safeguarding shareholders’ investments and the

Company’s assets.

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

operational and compliance controls and risk assessment, is conducted by the internal auditors to ensure the adequacy

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

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

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

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

Relying on the reports from the internal auditors and the management letter points provided by external auditors, the

AC carried out assessment of the effectiveness of key internal controls during the year. Any material non-compliance

or weaknesses in internal controls or recommendations from the internal and external auditors to further improve the

internal controls were reported to the AC. The AC will also follow up on the actions taken by the Management on the

recommendations made by the internal auditors.

Based on the various management controls in place, the reports from the internal auditors and the management letter

points provided by external auditors, reviews conducted by the Management, the Board with the concurrence of the AC,

is of the opinion that the system of internal controls addressing financial, operational and compliance risks maintained

by the Group during the year are adequate in meeting the needs of the Group’s business operations and provide

reasonable assurance against material financial misstatements or material loss and to safeguarding the Group’s assets.

The Board also notes that all internal control systems and risk managements systems contain inherent limitations and

no system of internal controls or risk management system could provide absolute assurance against the occurrence

of material errors, poor judgement in decision making, human error, losses, fraud or other irregularities.

As the Group continues to grow the business, the Board will continue to review and take appropriate steps to strengthen

the Group’s overall system of internal controls and risk management.



Internal Audit

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

it audits.

The Board recognises the importance of maintaining a system of internal controls, procedures and processes for the

Group to safeguard the shareholders’ investments and the Company’s assets.

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

professional accounting firm providing internal audit, risk and compliance services. The internal auditors report directly

to the AC on all internal audit matters through administratively liaises with the Chief Financial Officer.

Management is responsible for designing and implementing a system of internal controls, procedures and processes

for the Group to safeguard the shareholders’ investments and Company’s assets. The internal auditors assess the

reliability, adequacy and effectiveness of these internal controls and risk management processes of the Group, assisting

the AC in the review of interested person transactions and checking that the internal controls of the Group is adequate

in proper recording of transactions and safeguarding the assets of the Group. The internal auditors will also carry out

major internal control checks and compliance tests as instructed by the AC. The AC will review the internal auditors’

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

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

audit work and its independence, to ensure that the internal auditors has the necessary resources to adequately

perform its functions.

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

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

Communications with Shareholders

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

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

shareholders the opportunity to communicate their views on various matters affecting the

company.

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

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

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

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

is first disseminated via SGXNet followed by a news release.



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

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

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

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

Provident Fund investors of the Company’s securities may attend shareholders’ meetings as observers provided they

have submitted to do so with the agent banks within the specified time frame.

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

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

their views and ask the Directors and Management questions regarding the Group and its businesses. The Chairman

of the AC, NC and RC are normally available at the meetings to answer any question relating to the work of these

Board Committees. The external auditors are also present to assist the Board in addressing any relevant queries by

the shareholders.

DEALINGS IN SECURITIES

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

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

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

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

in the Company’s securities during the period commencing one month immediately preceding the announcement of

the Company’s half year and full year financial results and ending on the date of announcement of such results on the

SGX-ST, or when they are in possession of the unpublished price sensitive information of the Group. In addition, the

Directors, key executives and employees are expected to observe insider trading laws at all times even when dealing

in securities within the permitted trading period. They are also discouraged from dealing in the Company’s shares on

short term considerations.

INTERESTED PERSON TRANSACTIONS

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

reviewed, approved and conducted at arm’s length basis, on normal commercial terms and will not be prejudicial to

the interests of the Company and its minority shareholders.

There were no interested person transactions between the Company and any of its interested person (Directors,

executive officers or controlling shareholders of the Group or the associates of such Directors, executive officers or

controlling shareholders) subsisting for the financial period from 1 July 2011 to 30 June 2012.

The Company does not have any shareholders’ mandate for interested person transactions.



MATERIAL CONTRACTS

Save as disclosed in the Directors’ report and financial statements, there were no material contracts to which the

Company or any of its subsidiary, is a party and which involve the interests of the CEO, any Director or the controlling

shareholder, were subsisting at the end of the financial year ended 30 June 2012 or entered into since the date of

listing of the Company.

RISK MANAGEMENT

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

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

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

and compliance risks across the Group.

Business Risk

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

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

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

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

Financial Risk

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

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

engages in foreign currency hedging based on purchase commitments.

CATALIST SPONSOR

The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor of the

Company is RHT Capital Pte. Ltd.

For the purposes of Rule 1204(21) of the Listing Manual Section B: Rules of Catalist of the SGX-ST, there was no

non-sponsor fee paid to RHT Capital Pte. Ltd. as at the date of this report.

NON-CONFLICT OF INTEREST

Mr Azman Hisham Bin Jaafar, Independent Director of the Company, has declared to the Directors that he is the Partner

of RHTLaw Taylor Wessing LLP (“RHTLaw Taylor Wessing”). We are not presently aware of any conflict of interest

arising from his aforesaid role. He abstains from any voting on any resolution where it relates to the appointment of

RHTLaw Taylor Wessing, RHT Corporate Advisory Pte. Ltd., RHT Capital Pte. Ltd. and their related companies.

report of the directors


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

the Group for the financial year ended 30 June 2012 and the statement of financial position of the Company as at 30

June 2012.

1. Directors

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


Brenda Yeo

Siow Chee Keong

Ron Tan Aik Ti


2. Arrangements to enable Directors to acquire shares or debentures

Except as disclosed under the section “Share options and performance shares plan”, neither at the end of nor

at any time during the financial year was the Company a party to any arrangement whose object is to enable

the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the

Company or any other body corporate.

3. Directors’ interests in shares or debentures

According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Singapore

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

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

as detailed below:

Shareholdings registered

in the name of Directors

or nominees

Shareholdings in which

Directors are deemed to

have interest

Balance at

1 July 2011

Balance at

30 June 2012

Balance at

1 July 2011

Balance at

30 June 2012

Number of ordinary shares

Company

Jimmy Fong Teck Loon 50,369,800 55,025,800 630,000 630,000

Brenda Yeo 630,000 630,000 50,369,800 55,025,800

Siow Chee Keong 100,000 100,000 – –

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

shares of all the subsidiaries of the Company as at the end of the financial year. Jimmy Fong Teck Loon is

deemed to be interested in the shares held by his wife, Brenda Yeo, and vice versa.

Jimmy Fong Teck Loon’s shareholding as at 30 June 2012 includes 54,969,800 shares held by Credit Suisse

AG Singapore through HSBC (Singapore) Nominees Pte Ltd.



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

In accordance with the continuing listing requirements of the Singapore Exchange Securities Trading Limited

(“SGX-ST”), the Directors of the Company state that, according to the Register of Directors’ Shareholdings, the

Directors’ interests as at 21 July 2012 in the shares of the Company have not changed from those disclosed

as at 30 June 2012.

4. Directors’ contractual benefits

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

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

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

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

5. Share options and performance shares plan

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

Epicentre Holdings Limited Performance Share Plan (the “Scheme”) and the participation of Jimmy Fong Teck

Loon, a controlling shareholder in the Company, in the Scheme. In relation to the Scheme, the Company will grant

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

Awards represent the right of a Participant to receive fully paid ordinary shares of the Company (“Shares”) free

of charge, upon the Participant achieving prescribed performance targets. Awards may only be vested and

consequently any Shares comprised in such Awards shall only be delivered upon the Committee’s (as defined

below) satisfaction that the prescribed performance targets have been achieved.

At the Annual General Meeting held on 28 October 2011, the shareholders of the Company approved the

participation of Brenda Yeo in the Scheme, and the grant of Awards for 1,400,000 and 1,200,000 shares to two

Executive Directors, namely Jimmy Fong Teck Loon and Brenda Yeo respectively. Notwithstanding approval of

shareholders at the Annual General Meeting to the grant of such Awards, the Awards have not, as at 30 June

2012, been granted to Jimmy Fong Teck Loon and Brenda Yeo.

The aggregate number of new shares issued pursuant to the Scheme shall not exceed 15% of the issued share

capital of the Company.

As at 30 June 2012, no options and conditional awards have been granted to controlling shareholders of the

Company or associates of the Company and no employees have received 5% or more of the total options and

conditional awards available under the Scheme.

The Scheme is administered by the Remuneration Committee.

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

shares of the Company or its subsidiaries.

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



6. Audit committee

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

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

Siow Chee Keong (Chairman)

Ron Tan Aik Ti


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

functions, the Audit Committee reviewed the audit plans and the overall scope of examination by the external

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

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

by the external auditors.

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

internal auditors and the consolidated financial statements of the Group and the statement of financial position

of the Company as well as the Independent Auditors’ Report thereon prior to their submission to the Directors

of the Company for adoption and reviewed the interested person transactions as defined in Chapter 9 of the

Listing Manual Section B: Rules of Catalist of the SGX-ST.

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

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

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

Committee.

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

appointment as auditors of the Company at the forthcoming Annual General Meeting. The Audit Committee

has carried out an annual review of non-audit services provided by the external auditors to satisfy itself that the

nature and extent of such services will not prejudice the independence and objectivity of the external auditors

prior to recommending their recommendation.

7. Auditors

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

On behalf of the Board of Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

28 September 2012

statement by directors


In the opinion of the Board of Directors,

(a) the consolidated financial statements of the Group and the statement of financial position of the Company are

drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30

June 2012, and of the results changes, in equity and cash flows of the Group for the financial year then ended;

and

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

debts as and when they fall due.

On behalf of the Board of Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

28 September 2012

independent auditors’ report


TO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED

Report on the financial statements

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

subsidiaries (the “Group”) set out on pages 49 to 107, which comprise the statements of financial position of the Group

and of the Company as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement

of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and a

summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

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

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

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

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

and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance

sheets and to maintain accountability of assets.

Auditors’ responsibility

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

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

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

material misstatement.

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

statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the

auditors consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view

in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating

the overall presentation of the financial statements.

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

independent auditors’ report


TO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED

Report on the financial statements (Continued)

Opinion

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

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

as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2012 and of the

results, changes in equity and cash flows of the Group for the financial year ended on that date.

Report on other legal and regulatory requirements

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

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

provisions of the Act.

BDO LLP

Public Accountants and

Certified Public Accountants

Singapore

28 September 2012

statements of fi nancial positionAS AT 30 JUNE 2012


Note Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Non-current assets

Club membership 4 223 223 223 223

Plant and equipment 5 3,606 2,510 732 900

Investments in subsidiaries 6 – – 3,476 1,120

3,829 2,733 4,431 2,243

Current assets

Inventories 7 14,124 10,137 – –

Trade and other receivables 8 7,363 5,841 3,557 6,496

Prepayments 880 493 77 76

Current income tax recoverable 103 – – –

Cash and cash equivalents 9 12,953 14,870 279 3,124

35,423 31,341 3,913 9,696

Less:

Current liabilities

Trade and other payables 10 18,182 12,967 459 450

Provisions 11 244 135 50 50

Deferred revenue 12 8 – – –

Derivative financial instruments 13 21 14 –* 6

Finance lease payables 14 79 35 79 35

Current income tax payable 153 913 – –

Bank borrowings 15 3,490 – – –

22,177 14,064 588 541

Net current assets 13,246 17,277 3,325 9,155

Less:

Non-current liabilities

Bank borrowings 15 87 – – –

Finance lease payables 14 82 200 82 200

Deferred tax liabilities 16 92 78 15 15

261 278 97 215

16,814 19,732 7,659 11,183

Equity

Share capital 17 6,709 6,709 6,709 6,709

Treasury shares 18 (7) – (7) –

Foreign currency translation account 19 (24) (2) – –

Retained earnings 10,233 12,989 957 4,474

Equity attributable to owners of

the parent 16,911 19,696 7,659 11,183

Non-controlling interest (97) 36 – –

Total equity 16,814 19,732 7,659 11,183

* Denotes less than $1,000

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

consolidated statement of comprehensive incomeFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012


Note 2012 2011

$’000 $’000

Revenue 20 183,888 162,603

Cost of sales (160,280) (138,397)

Gross profit 23,608 24,206

Other items of income

Interest income 5 13

Other income 21 1,824 1,365

Other items of expense

Administrative expenses (18,829) (15,311)

Selling and distribution costs (5,719) (4,541)

Finance costs 22 (31) (2)

Profit before income tax 23 858 5,730

Income tax expense 24 (248) (983)

Profit for the year 610 4,747

Other comprehensive income

Foreign currency differences on translation of foreign operations (8) (30)

Income tax relating to components of other comprehensive income – –

Other comprehensive income for the financial year, net of tax (8) (30)

Total comprehensive income for the year 602 4,717

Profit attributable to:

Owners of the parent 984 4,767

Non-controlling interest (374) (20)

610 4,747

Total comprehensive income attributable to:

Owners of the parent 962 4,739

Non-controlling interest (360) (22)

602 4,717

Earnings per share (in cents)

– Basic and diluted 25 1.05 5.10


consolidated statement of changes in equityFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012


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consolidated statement of cash fl owsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012


2012 2011

$’000 $’000

Operating activities

Profit before income tax 858 5,730

Adjustments for:

Allowance for inventory obsolescence 10 31

Third parties trade receivables written off 46 23

Changes in value of derivative financial instruments 7 59

Depreciation of plant and equipment 1,512 996

Interest income (5) (13)

Interest expense 31 2

Loss on disposals of plant and equipment – 1

Inventories written off 80 72

Plant and equipment written off – 4

Reversal of provision for reinstatement cost not utilised (58) (30)

Operating cash flows before working capital changes 2,481 6,875

Working capital changes:

Inventories (4,025) (2,290)

Trade and other receivables (1,559) 56

Prepayments (386) (108)

Trade and other payables 5,143 4,279

Deferred revenue 8 –

Cash generated from operations 1,662 8,812

Interest received 5 13

Interest paid (31) (2)

Income taxes paid (1,093) (644)

Net cash from operating activities 543 8,179

Investing activities

Proceeds from capital contributions by non-controlling interest 227 58

Purchase of club membership – (223)

Purchase of plant and equipment (2,435) (1,286)

Purchase of treasury shares (7) –

Net cash used in investing activities (2,215) (1,451)


consolidated statement of cash fl owsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012


Note 2012 2011

$’000 $’000

Financing activities

Dividends paid (3,740) (2,805)

Decrease in fixed deposits pledged – 1,713

Proceeds from bank borrowings 7,643 –

Repayments of bank borrowings (4,066) –

Repayments of finance lease payables (74) (16)

Net cash used in financing activities (237) (1,108)

Net change in cash and cash equivalents (1,909) 5,620

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

Effects of exchange rate changes on cash and cash equivalents (8) (31)

Cash and cash equivalents at end of financial year 9 12,953 14,870


notes to the fi nancial statementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2012


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

1. General corporate information

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

for the financial year ended 30 June 2012 were authorised for issue in accordance with a Directors’ resolution

dated 28 September 2012.

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

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

registration number is 200202930G.

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

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

2. Summary of significant accounting policies

2.1 Basis of preparation of financial statements

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

Companies Act, Cap. 50 and Singapore Financial Reporting Standards (“FRS”) including related

Interpretation of FRS (“INT FRS”) and are prepared under the historical cost convention, except as

disclosed in the accounting policies below.

The individual financial statements of each Group entity are measured and presented in the currency of

the primary economic environment in which the entity operates (its functional currency). The consolidated

financial statements of the Group and the statement of financial position of the Company are presented

in Singapore dollar (“$”), which is the functional currency of the Company. All values are rounded to the

nearest thousand ($’000) except when otherwise indicated.

In the current financial year, the Group has adopted all the new or revised FRS and INT FRS that are

relevant to its operations and effective for the current financial year. The adoption of the new or revised

FRS and INT FRS did not result in changes to the Group’s accounting policies and has no material effect

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

FRS 24 (Revised) Related Party Disclosures

FRS 24 (Revised) has been adopted beginning 1 July 2011 and has been applied retrospectively. The

revised standard clarified the definition of a related party and does not have any impact on the amounts

reported for the current or prior financial years.



2. Summary of significant accounting policies (Continued)

2.1 Basis of preparation of financial statements (Continued)

FRS and INT FRS issued but not yet effective

As at the date of the authorisation of these financial statements, the Group has not adopted the following

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

Effective date

(Annual periods

beginning on or after)

FRS 1 : Amendments to FRS 1 – Presentation of Items of Other

Comprehensive Income

1 July 2012

FRS 12 : Amendments to FRS 12 Deferred Tax: Recovery of

Underlying Assets

1 January 2012

FRS 19 : Employee Benefits 1 January 2013

FRS 27 : Separate Financial Statements 1 January 2014

FRS 28 : Investments in Associates and Joint Ventures 1 January 2014

FRS 32 : Offsetting of Financial Assets and Financial Liabilities 1 January 2014

FRS 101 : Amendments to FRS 101: Government Loans 1 January 2013

FRS 107 : Amendments to FRS107: Offsetting of Financial Assets

and Financial Liabilities

1 January 2013

FRS 110 : Consolidated Financial Statements 1 January 2014

: Consolidated Financial Statements, Joint Arrangements

and Disclosure of Interests in Other Entities:

Transition Guidance (Amendments to FRS 110,

FRS 111 and FRS 112)

1 January 2014

FRS 111 : Joint Arrangements 1 January 2014

FRS 112 : Disclosure of Interests in Other Entities 1 January 2014

FRS 113 : Fair Value Measurements 1 January 2013

INT FRS 120 : Stripping Costs in the Production Phase

of a Surface Mine

1 January 2013

Improvements to FRSs 2012 1 January 2013

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

standards.

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

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





FRS and INT FRS issued but not yet effective (Continued)

Amendments to FRS 1 Presentation of Items of Other Comprehensive Income

The amendments to FRS 1 changes the grouping of items presented in other comprehensive income.

Items that could be reclassified to profit or loss at a future point in time would be presented separately

from items which will never be reclassified. As the amendments only affect the presentation of items

that are already recognised in other comprehensive income, the Group does not expect any impact on

its financial position or performance upon adoption of this standard from the financial year beginning

1 July 2012.

FRS 110 Consolidated Financial Statements

FRS 110 changes the definition of control and applies it to all investees to determine the scope of

consolidation. FRS 110 requirements will apply to all types of potential subsidiary. FRS 110 requires an

investor to reassess the decision on whether to consolidate an investee when events indicate that there

may be a change to one of the three elements of control, i.e. power, variable returns and the ability to

use power to affect returns. This FRS is to be applied for annual periods beginning on or after 1 January

2013. The Group will determine the impact of this standard when it becomes effective.

FRS 112 Disclosure of Interests in Other Entities

FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interest in other

entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet

vehicles. FRS 112 requires an entity to disclose information that helps users of its financial statements

to evaluate the nature and risks associated with its interests in other entities and the effects of those

interests on its financial statements. The Group is currently determining the impact of the disclosure

requirements. As this is a disclosure standard, it will have no impact to the financial position and financial

performance of the Group upon adoption of this standard from the financial year beginning 1 July 2013.

FRS 113 Fair Value Measurements

FRS 113 provides guidance on how to measure fair values including those for both financial and

non-financial items and introduces significantly enhanced disclosure about fair values. It does not address

or change the requirements on when fair values should be used. When measuring fair value, an entity is

required to use valuation techniques that maximise the use of relevant observable inputs and minimise

the use of unobservable inputs. It establishes a fair value hierarchy for doing this. This FRS is to be

applied for annual periods beginning on or after 1 January 2013. The Group will determine the impact

of this standard when it becomes effective.





FRS and INT FRS issued but not yet effective (Continued)

FRS 113 Fair Value Measurements (Continued)

The preparation of financial statements in conformity with FRS requires management to make judgements,

estimates and assumptions that affect the Company and the Group’s application of accounting policies

and reported amounts of assets, liabilities, revenue and expenses. Although these estimates are based

on management’s best knowledge of current events and actions actual results may differ from those

estimates.

2.2 Basis of consolidation

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

subsidiaries. Subsidiaries are entities over which the Company has the power to govern the financial

operating policies, generally accompanied by a shareholding giving rise to the majority of the voting rights,

so as to obtain benefits from their activities.

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

date on which control ceases, as appropriate.

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

transactions are eliminated on consolidation.

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

Company, using consistent accounting policies. Where necessary, accounting policies of subsidiaries are

changed to ensure consistency with the policies adopted by other members of the Group.

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

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

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

measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the

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

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

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

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

as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests

are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the

amount by which the non-controlling interests are adjusted and the fair value of the consideration paid

or received is recognised directly in equity and attributed to owners of the parent.




2.2 Basis of consolidation (Continued)

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

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

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

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

income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred

directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities

were disposed of. The fair value of any investment retained in the former subsidiary at the date when

control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 39

Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition

of an investment in an associate or jointly controlled entity.

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

financial position.

2.3 Business combinations

Business combinations from 1 July 2010

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

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

incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.

Acquisition-related costs are recognised in profit or loss as incurred.

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

contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes

in such fair values are adjusted against the cost of acquisition where they qualify as measurement period

adjustments (see below). All other subsequent changes in the fair value of contingent consideration

classified as an asset or liability are accounted for in accordance with relevant FRS. Changes in the fair

value of contingent consideration classified as equity are not recognised.

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

recognition under FRS 103 are recognised at their fair values at the acquisition date, except for

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

Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at

the lower of cost and fair value less costs to sell.




2.3 Business combinations (Continued)

Business combinations from 1 July 2010 (Continued)

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

entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the

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

prior to the acquisition date that have previously been recognised in other comprehensive income are

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

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

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

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

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

Benefits respectively;

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

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

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

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

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

in which the combination occurs, the Group reports provisional amounts for the items for which the

accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see

below), or additional assets or liabilities are recognised, to reflect new information obtained about facts

and circumstances that existed as of the acquisition date that, if known, would have affected the amounts

recognised as of that date.

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

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

maximum of one year.

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

at cost, being the excess of the sum of the consideration transferred, the amount of any non-controlling

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

over net acquisition-date fair value amounts of the identifiable assets acquired and the liabilities assumed.




2.3 Business combinations (Continued)

Business combinations from 1 July 2010 (Continued)

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

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

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

excess is recognised immediately in profit or loss as a bargain purchase gain.

Business combinations before 1 July 2010

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

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

attributable to the acquisition formed part of the acquisition costs. The non-controlling interest was

measured at the proportionate share of the acquiree’s identifiable net assets.

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

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

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

acquiree are not reassessed on acquisition unless the business combination results in a change in the

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

the contract.

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

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

contingent consideration affected goodwill.

2.4 Plant and equipment

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

are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost

of plant and equipment includes its purchase price and any costs directly attributable to bringing the

asset to the location and condition necessary for it to be capable of operating in the manner intended

by management. Dismantlement, removal or restoration costs are included as part of the cost of plant

and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence

of acquiring or using the plant and equipment.




2.4 Plant and equipment (Continued)

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

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

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

the Company and the cost can be measured. Other subsequent expenditure is recognised as an expense

during the financial year in which it is incurred.

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

plant and equipment over their estimated useful lives as follows:

Years

Demo equipment 3

Office equipment 3

Furniture and fittings 3

Renovation 3

Motor vehicles 7 to 10

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

circumstances indicate that the carrying values may not be recoverable.

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

appropriate, at the end of each reporting period.

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

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

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

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

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

profit or loss.

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

in use.

2.5 Club membership

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

accumulated impairment loss, if any.




2.6 Impairment of non-financial assets

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

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

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

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

amount of an individual asset, the Group and the Company estimate the recoverable amount of the

cash-generating unit to which the asset belongs.

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

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

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

of money and the risks specific to the asset.

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

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

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a

revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount

does not exceed the carrying amount that would have been determined had no impairment loss been

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

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

which case the reversal of the impairment loss is treated as a revaluation increase.

2.7 Inventories

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

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

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

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

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

for obsolete, slow-moving and defective inventories to adjust the carrying value of those inventories to

the lower of cost and net realisable value.




2.8 Financial instruments

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

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

the instruments.

Effective interest method

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

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

discounts estimated future cash receipts or payments (including all fees on points paid or received that

form an integral part of the effective interest rate, transaction costs and other premiums or discounts)

through the expected life of the financial instrument, or where appropriate, a shorter period, to the net

carrying amount of the financial instrument. Income and expense are recognised on an effective interest

basis for debt instruments other than those financial instruments at fair value through profit or loss.

Financial assets

All financial assets are recognised on a transaction date where the purchase of a financial asset is

under a contract whose terms require delivery of the financial asset within the time frame established by

the market concerned, and are initially measured at fair value, plus transaction costs, except for those

financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

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

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

The classification depends on the nature and purpose for which these financial assets were acquired

and is determined at the time of initial recognition.

Loans and receivables

Trade and other receivables and cash and cash equivalents that have fixed or determinable payments

that are not quoted in active market are classified as loans and receivables. Loans and receivables

are measured at amortised cost, using the effective interest method less impairment loss. Interest

is recognised by applying the effective interest method, except for short-term receivables when the

recognition of interest would be immaterial.




2.8 Financial instruments (Continued)

Impairment of financial assets

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

assets are impaired where there is objective evidence that, as a result of one or more events that occurred

after the initial recognition of the financial asset, the estimated future cash flows of the assets have been

impacted.

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

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

original effective interest rate.

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

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

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

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related

objectively to an event occurring after the impairment loss was recognised, the previously recognised

impairment loss is reversed through profit or loss to the extent the carrying amount of the assets at the

date the impairment loss is reversed does not exceed what the amortised cost would have been had the

impairment loss not been recognised.

Derecognition of financial assets

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

cash flows from the asset expire, or they transfer the financial asset and substantially all the risks and

rewards of ownership of the asset to another entity. If the Group and the Company neither transfer nor

retain substantially all the risks and rewards of ownership of the financial asset and continue to control

the transferred asset, the Group and the Company recognise their retained interest in the asset and an

associated liability for amounts they may have to pay. If the Group and the Company retain substantially all

the risks and rewards of ownership of a transferred financial asset, the Group and the Company continue

to recognise the financial asset and also recognise a collateralised borrowing for the proceeds receivables.





Financial liabilities and equity instruments

Classification as debt or equity

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

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

and an equity instrument.

Equity instruments

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

Company after deducting all of their liabilities.

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

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

instruments are shown in the equity as a deduction from the proceeds.

When shares recognised as equity is reacquired, the amount of consideration paid is recognised directly

in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total

equity. No gain or loss is recognised in profit or loss on the purchase, sale issue or cancellation of

treasury shares.

When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the

share capital account if these shares are purchased out of capital of the Company, or against the retained

earnings of the Company if the shares are purchased out of earnings of the Company.

When treasury shares are subsequently sold or reissued pursuant to the employee share option scheme,

the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on

sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is

recognised in the capital reserve of the Company.

Financial liabilities

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

financial liabilities.

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

for trading or it is designated as such upon initial recognition.





Financial liabilities and equity instruments (Continued)

Other financial liabilities

Trade and other payables

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

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

recognised on an effective yield basis.

Bank borrowings

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at

amortised cost, using the effective interest method. Any difference between the proceeds (net of

transaction costs) and the settlement or redemption of borrowings is recognised over the term of the

borrowings in accordance with the Group’s accounting policy for borrowing costs.

Derecognition of financial liabilities

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

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

Derivative financial instruments and hedging activities

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

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

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

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

recognising the resulting gain or loss depends on whether the derivative is designated and effective as

a hedging instrument, and if so, the nature of the item being hedged.

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

recognised in profit or loss when the changes arise.




2.9 Cash and cash equivalents

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

institutions. Cash and cash equivalents are short-term, highly liquid investments that are readily convertible

to known amounts of cash and which are subject to an insignificant risk of changes in value.

2.10 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a

past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate

can be made of the amount of the obligation.

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

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

surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the

present obligation, its carrying amount is the present value of those cash flows.

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

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

be received and the amount of the receivable can be measured reliably.

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

or loss when the changes arise.

2.11 Revenue recognition

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

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

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

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

the delivery and acceptance.

The consideration received from the sale of goods to customers under the customer loyalty programme

“Epicentre Loyalty Programme” is allocated to the good sold and the points issued (award credits) that

are expected to be redeemed. The consideration allocated to the award credits is at the fair value of

the points. It is recognised as a liability (deferred revenue) on the statements of financial position and

recognised as revenue when the points are redeemed, expired or are no longer expected to be redeemed.

The amount of revenue is based on the number of award credits that have been redeemed, relative to

the total number expected to be redeemed.




2.11 Revenue recognition (Continued)

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

Sponsorship income is recognised upon public presentation for media advertising.

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

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

Membership fees income is recognised upon the amount received on the issuance of the membership

cards.

2.12 Government grant

Grants from government are recognised as a receivable at their fair value when there is a reasonable

assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivables are recognised as income over the periods necessary to match them with

the related costs which they intended to compensate on a systematic basis. Government grants relating

to expense are shown separately as other income.

Government grants relating to assets are deducted against the carrying amount of the assets.

2.13 Borrowing costs

Borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.14 Employee benefits

Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed

contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or

voluntary basis. The Group participates in the national schemes as defined by laws of the countries in

which it operates. The Group has no further payment obligations once the contributions have been paid.

The Group’s contributions are recognised as expense in profit or loss as and when they are incurred.




2.14 Employee benefits (Continued)

Employee leave entitlements

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

made for estimated liability for unutilised annual leave as a result of services rendered by employees up

to the end of the reporting period.

Performance share plan

The fair value of employee services received in exchange for the grant of the awards would be recognised

as a charge to the consolidated statement of comprehensive income over the vesting period and

is determined by reference to the fair value of each award granted on the date of the award with a

corresponding credit to equity.

The expense recognised in the consolidated statement of comprehensive income at each reporting date

reflects the manner in which the benefits will accrue to employees under the share plan over the vesting

period. The charge or credit for a period represents the movement in cumulative expense recognised as

at the beginning and end of the period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is

conditional upon market condition, which are treated as vested irrespective of whether or not the market

condition is satisfied, provided that all other performance conditions are satisfied.

2.15 Leases

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

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

are classified as finance leases.

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

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

added to the amount capitalised.

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

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

finance charge and reduction of the lease liability. The finance charge is allocated to each period during

the lease term so as to achieve a constant periodic rate of interest on the remaining balance of the finance

lease liability. Finance charge is recognised in profit or loss.




2.15 Leases (Continued)

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

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

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

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

lease.

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

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

termination takes place.

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

incurred.

2.16 Income tax

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as

reported in profit or loss because it excludes items of income or expense that are taxable or deductible

in other years and it further excludes items that are not taxable or tax deductible. The Group’s and the

Company’s liabilities for current tax is calculated using tax rates (and tax laws) that have been enacted

or substantively enacted in countries where the Company and subsidiaries operate by the end of the

reporting period.

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

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

are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable

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

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

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

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

the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in

subsidiaries, except where the Group and the Company are able to control the reversal of the temporary

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




2.16 Income tax (Continued)

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

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

part of the asset to be recovered.

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

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

enacted by the end of the reporting period.

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

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

authority and the Group and the Company intend to settle their current tax assets and liabilities on a

net basis.

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

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

temporary differences can be utilised.

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

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

in equity, or where they arise from the initial accounting for a business combination. In the case of a

business combination, the tax effect is taken into account in calculating goodwill or determining the

excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and

contingent liabilities over cost.

Revenue, expenses and assets are recognised net of the amount of sales tax except:

• when the sales tax that is incurred on purchase of assets or services is not recoverable from the tax

authorities, in which case the sales tax is recognised as part of cost of acquisition of the asset or as

part of the expense item as applicable; and

• receivables and payables that are stated with the amount of sales tax included.

2.17 Foreign currency transactions and translation

In preparing the financial statements of the individual entities, transactions in currencies other than the

entity’s functional currency (“foreign currencies”) are recorded at the rates of exchange prevailing on the

date of the transactions. At the end of each reporting period, monetary items denominated in foreign

currencies are re-translated at the rates prevailing at the end of the reporting period. Non-monetary items

carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing

on the date when the fair value was determined. Non-monetary items that are measured in terms of

historical cost in a foreign currency are not re-translated.




2.17 Foreign currency transactions and translation (Continued)

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

items are included in profit or loss for the financial year. Exchange differences arising on the re-translation

of non-monetary items carried at fair value are included in profit or loss for the financial year except

for differences arising on the re-translation of non-monetary items in respect of which gains and losses

are recognised directly in other comprehensive income. For such non-monetary items, any exchange

component of that gain or loss is also recognised directly in other comprehensive income.

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

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

the presentation currency are translated into the presentation currency as follows:

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

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

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

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

at the dates of the transactions); and

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

and presented in the foreign currency translation account in equity.

2.18 Dividends

Equity dividends are recognised when they become legally payable. Interim dividends are recorded in

the financial year in which they are declared payable. Final dividends on ordinary shares are recognised

as a liability in the financial year in which the dividends are approved by the shareholders.

2.19 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision maker. The chief operating decision maker, who is responsible for allocating resources

and assessing performance of the operating segments, has been identified as the group of executive

Directors and the chief executive officer who makes strategic decisions.



3. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in Note 2, management made

judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily

apparent from other sources. The estimates and associated assumptions were based on historical experience

and other factors that were considered to be reasonable under the circumstances. Actual results may differ

from these estimates.

These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period

of the revision and future periods if the revision affects both current and future periods.

3.1 Critical judgements in applying the accounting policies

The following are the critical judgements, apart from those involving estimations that management has

made in the process of applying the Group’s accounting policies and which have significant effect on

the amounts recognised in the financial statements.

(i) Impairment of investments in subsidiaries and financial assets

The Group and the Company follow the guidance of FRS 36 and FRS 39 on determining whether

an investment or a financial asset is impaired. This determination requires significant judgement.

The Group and the Company evaluate, among other factors, the duration and extent to which the

fair value of an investment in subsidiary or a financial asset is less than its cost and the financial

health of and near-term business outlook for the investment in subsidiary or financial asset,

including factors such as industry and sector performance, changes in technology and operational

and financing cash flow.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of

the reporting period that have a significant risk of causing a material adjustment to the carrying amounts

of assets and liabilities and reported amounts of revenue and expenses within the next financial year,

are discussed below.



3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

(i) Depreciation of plant and equipment

Plant and equipment are depreciated on a straight-line basis over their estimated useful lives. The

management estimates the useful lives of these assets to be within 3 to 10 years. The carrying

amounts of the Group’s and the Company’s plant and equipment as at 30 June 2012 were

approximately $3,606,000 and $732,000 (2011: $2,510,000 and $900,000) respectively. Changes

in the expected level of usage and technological developments could impact the economic useful

lives and the residual values of these assets, therefore future depreciation charges could be

revised.

(ii) Allowance for inventory obsolescence

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

determines cost of inventories using the “first-in, first-out” method. The management estimates

the net realisable value of inventories based on assessment of receipt or committed sales prices

and provides for excess and obsolete inventories based on historical and estimated future demand

and related pricing. In determining excess quantities, the management considers recent sales

activities, related margin and market positioning of its products. However, factors beyond its

control, such as demand levels and pricing competition, could change from period to period. Such

factors may require the Group to reduce the value of its inventories. The carrying amount of the

Group’s inventories as at 30 June 2012 was approximately $14,124,000 (2011: $10,137,000).

(iii) Allowance for doubtful receivables

The management establishes allowance for doubtful receivables on a case-by-case basis when

they believe that payment of amounts owed is unlikely to occur. In establishing these allowances,

the management considers the historical experience and changes to the customers’ financial

position. If the financial conditions of receivables were to deteriorate, resulting in impairment of

their abilities to make the required payments, additional allowances may be required. The carrying

amounts of the Group’s and the Company’s trade and other receivables as at 30 June 2012 were

approximately $7,363,000 and $3,557,000 (2011: $5,841,000 and $6,496,000) respectively.



3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

(iv) Income taxes

Significant judgements are involved in determining the Group’s and the Company’s income

taxes. There are certain transactions and computations for which the ultimate tax determination

is uncertain during the ordinary course of business. Where the final tax outcome of these matters

differs from the amounts that were initially recognised, such differences will impact the current

income tax and deferred tax provisions in the financial year in which such determination is

made. The carrying amount of the Group’s current income tax payable as at 30 June 2012 was

approximately $153,000 (2011: $913,000). The carrying amount of the Group’s current income

tax recoverable as at 30 June 2012 was approximately $103,000 (2011: $Nil).

The carrying amounts of the Group’s and the Company’s deferred tax liabilities as at 30 June 2012

were approximately $92,000 and $15,000 (2011: $78,000 and $15,000) respectively.

(v) Provision for reinstatement costs

The Group and the Company measure the provision for reinstatement costs of leased premises

to their original state with reference to the terms and conditions of each respective tenancy

agreement, and the expected date of reinstatement. The calculation of provision for reinstatement

costs requires management to estimate the expected future cash outflows as a result of site

restoration at their best estimate. The carrying amounts of the Group’s and the Company’s

provision for reinstatement costs as at 30 June 2012 were approximately $244,000 and $50,000

(2011: $135,000 and $50,000) respectively.

(vi) Customer loyalty programme

The Group allocates the consideration received from the sale of goods to the goods sold and the

points issued under the Epicentre Loyalty Programme. The consideration allocated to the points

issued is measured at their fair values. Fair values are determined by considering, among others,

the following factors: the range of products available to the customers, the prices at which the

Group sells the products which can be redeemed and the changing patterns in the redemption

rates. The carrying amount of the Group’s deferred revenue as at 30 June 2012 was approximately

$8,000 (2011: $Nil).



4. Club membership

Group and Company

2012 2011

$’000 $’000

Club membership, at cost 223 223

Club membership comprises transferable membership from a country club in Singapore.

As at 30 June 2012, the club membership with carrying amount of approximately $223,000 (2011: $223,000)

is registered in the name of a Director of the Company who is holding the club membership in trust for the

Group and the Company.

5. Plant and equipment

Demo

equipment

Office

equipment

Furniture

and

fittings Renovation

Motor

vehicles Total

Group $’000 $’000 $’000 $’000 $’000 $’000

2012

Cost

Balance at 1 July 2011 50 985 520 2,783 408 4,746

Additions 28 553 436 1,585 – 2,602

Written off – (43) (4) (49) – (96)

Currency translation adjustment – (1) (2) (2) – (5)

Balance at 30 June 2012 78 1,494 950 4,317 408 7,247

Accumulated depreciation

Balance at 1 July 2011 46 530 196 1,431 33 2,236

Depreciation for the year 7 329 156 964 56 1,512

Written off – (43) (4) (49) – (96)


Balance at 30 June 2012 53 814 344 2,341 89 3,641

Carrying amount

Balance at 30 June 2012 25 680 606 1,976 319 3,606



5. Plant and equipment (Continued)

Demo

equipment

Office

equipment

Furniture

and

fittings Renovation

Motor

vehicles Total

Group $’000 $’000 $’000 $’000 $’000 $’000

2011

Cost

Balance at 1 July 2010 50 670 225 2,221 52 3,218

Additions – 384 319 633 356 1,692

Disposals – (1) – – – (1)

Written off – (57) (15) (59) – (131)


Balance at 30 June 2011 50 985 520 2,783 408 4,746


Balance at 1 July 2010 40 369 141 793 15 1,358

Depreciation for the year 6 225 75 672 18 996

Disposals – –* – – – –*

Written off – (57) (15) (31) – (103)


Balance at 30 June 2011 46 530 196 1,431 33 2,236

Carrying amount

Balance at 30 June 2011 4 455 324 1,352 375 2,510





Demo

equipment

Office

equipment

Furniture

and

fittings Renovation

Motor

vehicles Total

Company $’000 $’000 $’000 $’000 $’000 $’000

2012

Cost

Balance at 1 July 2011 31 239 96 369 408 1,143

Additions – 23 1 – – 24

Balance at 30 June 2012 31 262 97 369 408 1,167


Balance at 1 July 2011 31 139 9 31 33 243

Depreciation for the year – 58 17 61 56 192

Balance at 30 June 2012 31 197 26 92 89 435

Carrying amount

Balance at 30 June 2012 – 65 71 277 319 732

2011

Cost

Balance at 1 July 2010 31 151 15 54 52 303

Additions – 89 96 369 356 910

Written off – (1) (15) (54) – (70)

Balance at 30 June 2011 31 239 96 369 408 1,143


Balance at 1 July 2010 31 77 15 19 15 157

Depreciation for the year – 63 9 42 18 132

Written off – (1) (15) (30) – (46)

Balance at 30 June 2011 31 139 9 31 33 243

Carrying amount

Balance at 30 June 2011 – 100 87 338 375 900




As at 30 June 2012, the carrying amounts of motor vehicles of the Group and the Company which were acquired

under finance lease arrangements were approximately $319,000 (2011: $375,000). Finance leased assets are

pledged as securities for the related finance lease payables (Note 14).

As at 30 June 2012, the motor vehicle with carrying amount of approximately $292,000 (2011: $343,000) is

registered in the name of a Director of the Company who is holding the motor vehicle in trust for the Group

and the Company.

For the purpose of consolidated statement of cash flows, the Group’s additions to plant and equipment were

financed as follows:

Group

2012 2011

$’000 $’000

Additions of plant and equipment 2,602 1,692

Less:

Provision for reinstatement costs (167) (50)

Finance lease agreements – (244)

Other payables – (112)

Cash payments to acquire plant and equipment 2,435 1,286

6. Investments in subsidiaries

Company

2012 2011

$’000 $’000

Unquoted equity investments, at cost 3,476 1,120



6. Investments in subsidiaries (Continued)

The details of the subsidiaries are as follows:

Name of company Effective equity

interest(Country of incorporation) Principal activities

2012 2011

% %

Epicentre Solutions Pte. Ltd.(1)

(Singapore)

100 100 Providing IT solutions to educational institutions

within Singapore

Epicentre Pte. Ltd.(1)

(Singapore)

100 100 Retail of Apple brand and complementary

products

Epicentre Lifestyle Sdn. Bhd.(2)

(Malaysia)


products

Epi Lifestyle Pte. Ltd.(1)

(Singapore)

100 100 Retail, trading, repair and service of consumer

electronics and digital lifestyle products

Epicentre (Shanghai) Co., Ltd.(3)

(People’s Republic of China)


products

(1) Audited by BDO LLP, Singapore

(2) Audited by BDO, Malaysia, a member firm of BDO International Limited

(3) Audited by BDO China Shu Lun Pan Certified Public Accountants LLP, People’s Republic of China, a member firm of

BDO International Limited

Additional investments in subsidiaries

On 11 August 2011 and 9 September 2011, the Company increased the paid-up capital of its subsidiary,

Epicentre (Shanghai) Co., Ltd., by RMB2,786,000 (approximately $534,000) and RMB7,000,000 (approximately

$1,434,000) respectively by way of cash contributions. The increased resulted to a change in the Company’s

effective equity interest from 70% to 87%.

On 2 September 2011, the Company increased the paid-up capital of its wholly-owned subsidiary, Epicentre

Pte. Ltd. by $185,000 by way of cash contribution.

On 7 September 2011, the Company increased the paid-up capital of its wholly-owned subsidiary, Epicentre

Lifestyle Sdn. Bhd. (“Epicentre Lifestyle”) by RM300,000 (approximately $203,000) by way of capitalisation of

amounts due from Epicentre Lifestyle to the Company.



6. Investments in subsidiaries (Continued)

Incorporation of subsidiaries

On 14 February 2011, the Company subscribed for 70% equity interest in the paid-up capital of Epicentre

(Shanghai) Co., Ltd., a company incorporated in People’s Republic of China for a consideration of approximately

RMB714,000 (approximately $140,000).

7. Inventories

Group

2012 2011

$’000 $’000

Trading goods 14,124 10,137

The cost of inventories recognised as an expense and included in “cost of sales” line item in profit or loss

amounted to approximately $160,280,000 (2011: $138,397,000).

As at 30 June 2012, the Group carried out a review of the realisable values of its inventories and the review led

to the recognition of an allowance for obsolete inventories and inventories written off of approximately $10,000

and $80,000 (2011: $31,000 and $72,000) respectively that have been included in “administrative expenses”

line item in consolidated statement of comprehensive income.

8. Trade and other receivables

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Trade receivables – third parties 4,124 3,644 – –

Due from subsidiaries – non-trade – – 3,493 6,431

Other receivables and rebate accruals 955 809 – –

Rental and other deposits 2,284 1,388 64 65

Total trade and other receivables 7,363 5,841 3,557 6,496

Add:

Cash and cash equivalents (Note 9) 12,953 14,870 279 3,124

Total loans and receivables 20,316 20,711 3,836 9,620

Trade receivables are unsecured, interest-free and generally on 30 to 60 days’ (2011: 30 to 60 days’) credit

terms.

The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand.



8. Trade and other receivables (Continued)

Trade and other receivables are denominated in the following currencies:

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Singapore dollar 5,325 4,513 3,557 6,496

United States dollar 436 524 – –

Ringgit Malaysia 904 780 – –

Chinese renminbi 698 24 – –

7,363 5,841 3,557 6,496

9. Cash and cash equivalents

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Cash and bank balances 12,953 13,675 279 1,929

Fixed deposits – 1,195 – 1,195

12,953 14,870 279 3,124

In the previous financial year, fixed deposits matured on varying dates within one year from the end of the

reporting period with options for early termination. The effective interest rates on the fixed deposits ranged from

0.25% to 0.50% per annum.

Cash and cash equivalents are denominated in the following currencies:

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Singapore dollar 10,674 11,391 257 1,906

United States dollar 188 1,298 22 1,218

Ringgit Malaysia 1,959 2,028 – –


12,953 14,870 279 3,124



10. Trade and other payables

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Trade payables – third parties 16,131 10,939 82 3

Deposits placed by customers 576 768 – –

Accrued operating expenses 691 577 299 286

Other payables

– third parties 784 571 78 49

– a Director of the Company – 112 – 112

Total trade and other payables 18,182 12,967 459 450

Add:

Finance lease payables (Note 14) 161 235 161 235

Bank borrowings (Note 15) 3,577 – – –

Total financial liabilities carried

at amortised cost 21,920 13,202 620 685

Trade payables are unsecured, interest-free and are normally settled between 30 to 60 days’ (2011: 30 to 60

days’) credit terms.

The non-trade amount due to a Director of the Company was unsecured, interest-free and repayable on demand.

Trade and other payables are denominated in the following currencies:

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Singapore dollar 3,049 3,627 459 450

United States dollar 14,110 8,844 – –

Ringgit Malaysia 400 448 – –


18,182 12,967 459 450



11. Provisions

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Provision for reinstatement costs

Balance at beginning of financial year 135 139 50 54

Provision made during the financial year 167 50 – 50

Reversal of provision not utilised (58) (54) – (54)

Balance at end of financial year 244 135 50 50

The provision for reinstatement costs are the estimated costs of dismantlement, removal or restoration of

plant and equipment arising from the use of assets which are capitalised and included in the cost of plant and

equipment.

12. Deferred revenue

Group

2012 2011

$’000 $’000

Customer Loyalty Programme

Balance at beginning of the financial year – –

Revenue deferred in respect of award credits earned 8 –

Revenue recognised on discharge of obligations of award –* –

Balance at end of the financial year 8 –


The Group operates the Epicentre Loyalty Programme, where every dollar on the purchase of the Group’s

products entitles the member to earn one reward point. Reward points accumulated can be used to redeem

cash vouchers.



13. Derivative financial instruments

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Liabilities

Foreign currency forward contracts 21 14 –* 6

Foreign currency forward contracts

Foreign currency forward contracts are agreements to buy or sell fixed amounts of currency at agreed exchange

rates to be settled in the future. The Group and the Company enter into various foreign currency forward contracts

to reduce its exposure on anticipated transactions and firm commitments, primarily for forecasted cash outflows

denominated in currencies other than the Company’s and the respective subsidiaries’ functional currencies. These

foreign currency forward contracts generally have maturity dates of less than or equal to 6 months.

As at the end of the reporting period, the Group and the Company entered into foreign currency forward

contracts as follows:

Group

Average

exchange

rates

Foreign

currency

Notional

amount Fair value Settlement date

2012 ’000 ’000 $’000

Buy United States dollar 1.28 $8,932 US$7,000 (21) 13 August to

18 December 2012

2011

Buy United States dollar 1.23 $4,684 US$3,800 (14) 21 July to

29 July 2011

Company

2012

Buy United States dollar 1.27 $1,270 US$1,000 –* 18 December 2012

2011

Buy United States dollar 1.23 $1,235 US$1,000 (6) 21 July 2011

The above derivatives are measured at fair values at the end of the reporting period. Their fair values are

determined based on the market prices for equivalent instruments at the end of the reporting period.




14. Finance lease payables

Group and Company

Minimum

lease

payments

Future

finance

charges

Present value

of minimum

lease

payments

$’000 $’000 $’000

2012

Current liabilities

Within one financial year 84 (5) 79


After one financial year but within five financial years 87 (5) 82

171 (10) 161

2011

Current liabilities

Within one financial year 40 (5) 35


After one financial year but within five financial years 197 (23) 174

After five financial years 29 (3) 26

226 (26) 200

266 (31) 235

The finance lease term is 3 (2011: ranges from 4 to 7) years and the effective interest rate for finance lease

obligation is 3.60% (2011: ranges from 3.57% to 6.04%) per annum.

Interest rates are fixed at contract date and thus expose the Group and the Company to fair value interest

rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent

rental payments.

The Group’s and the Company’s obligations under finance leases are secured by the lessors’ title to the leased

assets, which will revert to the lessors in the event of default by the Group and the Company.

The carrying amounts of the Group’s and the Company’s lease obligations approximate their fair values.

The finance lease payables are denominated in Singapore dollar.



15. Bank borrowings

Group

2012 2011

$’000 $’000

Current liabilities

Unsecured

Invoice financings 2,715 –

Short term bank loans 775 –

3,490 –


Unsecured

Long term bank loan 87 –

3,577 –

Invoice financings bear interests from 1.55% to 1.60% per annum and repayable within 3 months from the end

of the reporting period.

Short term bank loans are supported by the corporate guarantee from the Company, bear interests from 6.91%

to 7.20% per annum and repayable from July 2012 to June 2013.

Long term bank loan is supported by the corporate guarantee from the Company, bears interest at 7.20% per

annum and is repayable in June 2014.

Management estimates that the carrying amounts of the Group’s borrowings approximate their fair values.

The bank borrowings are denominated in the following currencies:

Group

2012 2011

$’000 $’000

Singapore dollar 2,715 –

Chinese renminbi 862 –

3,577 –



16. Deferred tax liabilities

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Balance at beginning of financial year 78 78 15 15

Charged to profit or loss 14 – – –

Balance at end of financial year 92 78 15 15

Deferred tax liabilities arise as a result of temporary differences between the tax written down values and the

carrying amounts of plant and equipment.

17. Share capital

Group and Company

2012

Number of

ordinary

shares

2011

Number of

ordinary

shares

2012

$’000

2011

$’000

Issued and fully-paid:

Balance at beginning and

end of financial year 93,501,600 93,501,600 6,709 6,709

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All

ordinary shares have no par value and carry one vote per share without restriction.

18. Treasury shares

Group and Company

2012

Number of

ordinary

shares

2011

Number of

ordinary

shares

2012

$’000

2011

$’000

Issued and fully-paid:

Balance at beginning of financial year – – – –

Purchased during the financial year 20,000 – 7 –

Balance at end of financial year 20,000 – 7 –

The Company purchased 20,000 of its own ordinary shares by way of on-market purchases at approximately

$0.34 per ordinary share. The total amount paid to purchase the shares was approximately $7,000 and this is

presented as a component within equity attributable to owners of the parent.



19. Foreign currency translation account

The foreign currency translation account comprises all foreign exchange differences arising from the translation

of the financial statements of foreign operations whose functional currency is different from that of the Group’s

presentation currency and is non-distributable.

20. Revenue

Revenue represents the invoiced value of goods sold less goods returned, discounts allowed and goods and

services tax.

21. Other income

Group

2012 2011

$’000 $’000

Facilities fees 300 300

Government grants 113 3

Marketing income 234 146

Sponsorship income 639 622

Reversal of provision for reinstatement cost not utilised 58 30

Membership fee income 221 –

Others 259 264

1,824 1,365

22. Finance costs

Group

2012 2011

$’000 $’000

Interest expense

– bank borrowings 25 –

– finance lease payables 6 2

31 2



23. Profit before income tax

In addition to the charges and credits disclosed elsewhere in the notes to the consolidated statement of

comprehensive income, the above includes the following charges:

Group

2012 2011

$’000 $’000

Administrative expenses

Allowance for inventory obsolescence 10 31

Third parties trade receivables written off 46 23

Depreciation of plant and equipment 1,512 996

Directors’ fees – Directors of the Company 302 262

Foreign exchange loss, net 55 238

Loss on disposals of plant and equipment – 1

Inventories written off 80 72

Audit fees paid to auditors

– auditors of the Company 74 64

– other auditors 18 7

Non-audit fees paid to auditors

– auditors of the Company 15 12

– other auditors 6 6

Operating lease expenses

– minimum lease payments 5,039 3,675

– contingent rents 292 538

Plant and equipment written off – 4

Employee benefits expense

– salaries, wages and bonuses 7,354 6,845

– contributions to defined contribution plans 949 608

– other employee benefits 666 362

Selling and distribution costs

Advertising and promotion 2,103 1,579

Commission expenses 694 569

Credit card charges 2,464 2,190

Included in the employee benefits expense were Directors’ remuneration as shown in Note 29 to the financial

statements.



24. Income tax expense

Group

2012 2011

$’000 $’000

Current income tax

– current financial year 255 1,006

– over provision in prior financial years (21) (23)

234 983

Deferred income tax

– current financial year 27 –

– over provision in prior financial years (13) –

14 –

Total income tax expense recognised in profit or loss 248 983

Reconciliation of effective income tax rate

Profit before income tax 858 5,730

Income tax calculated at Singapore’s statutory

income tax rate of 17% (2011: 17%) 146 974

Effect of different income tax rate in other countries (18) 47

Tax effect of expenses not deductible for income tax purposes 419 167

Tax effect of income not taxable for income tax purposes – (19)

Singapore’s statutory stepped income tax exemption (47) (26)

Deferred tax asset not recognised in profit or loss 13 –

Over provision of current income tax in prior financial years (21) (23)

Over provision of deferred tax in prior financial years (13) –

Enhanced income tax deduction (77) (108)

Others (154) (29)

248 983

As at 30 June 2012, a subsidiary of the Group have potential tax benefits of approximately $52,000 (2011: $Nil)

arising from unutilised tax losses which are available for set-off against future taxable profits for a period of 5

years from the year incurred.

These tax benefits have not been recognised in the financial statements due to the uncertainty of the sufficiency

of future taxable profits to be generated for this subsidiary in the foreseeable future. The use of these potential

tax benefits is subject to the agreement of the tax authority and compliance with certain provisions of the tax

legislation of the country in which the subsidiary operates.



25. Earnings per share

The calculation for earnings per share is based on:

Group

2012 2011

Profit for the financial year attributable to owners of the parent ($’000) 984 4,767

Weighted average (2011: Actual) number of ordinary shares 93,500,230 93,501,600

Basic and diluted earnings per share (in cents) 1.05 5.10

Basic earnings per share is calculated by dividing profit for the financial year attributable to owners of the parent

by the weighted average (2011: actual) number of ordinary shares in issue during the financial year. As the

Group has no dilutive potential ordinary shares, the diluted earnings per share is equivalent to basic earnings

per share for the financial year.

26. Dividends

Group and Company

2012 2011

$’000 $’000

Interim tax-exempt (one-tier) dividend declared and paid of $0.01

per share in respect of financial year ended 30 June 2011 – 935

Special one-off (one-tier) dividend declared and paid of $0.02 per share in

respect of financial year ended 30 June 2011 1,870 –

First and final tax-exempt (one-tier) dividend declared and paid of

$0.02 per share in respect of financial year ended 30 June 2010 – 1,870

Final tax-exempt (one-tier) dividend declared and paid of $0.02

per share in respect of financial year ended 30 June 2011 1,870 –

3,740 2,805

The Directors of the Company recommend a final tax-exempt dividend of $0.006 per share with an aggregate

amount of approximately $561,000 to be paid in respect of the financial year ended 30 June 2012. These final

tax-exempt dividends have not been recognised as liabilities as at the end of the reporting period as these

dividends are subject to approval at the Annual General Meeting of the Company.

The proposed final and special one-off tax-exempt dividends in respect of the financial year ended 30 June

2011 have been accounted for in the shareholders’ equity as an appropriation of retained earnings in the current

financial year.



27. Operating lease commitments

As at the end of the reporting period, there were operating lease commitments for rental payable in subsequent

accounting periods as follows:

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Within one financial year 5,259 3,904 231 247

After one financial year but within

five financial years 4,255 4,303 96 366

9,514 8,207 327 613

The above operating lease commitments are based on existing rental rates. Some of the operating leases of

premises provide for rentals based on percentage of sales derived from the rented premises. The Group and

the Company have the options to renew certain agreements on the lease premises for 3 years.

28. Contingent liabilities

The Company has issued corporate guarantees to a bank for banking facilities granted to a subsidiary, Epicentre

(Shanghai) Co., Ltd. These guarantees are financial guarantee contract as they require the Company to reimburse

the banks if the subsidiary fails to make principal or interest payments when due in accordance with the terms

of the facilities drawn. As at 30 June 2012, the total banking facilities granted to the subsidiary amounted to

approximately $6,640,000 (2011: $Nil) and the amount utilised by the subsidiary amounted to approximately

$862,000 (2011: $Nil). These financial guarantees have not been recognised in the financial statements of the

Company as the requirements to reimburse are remote.

As at end of the financial year, the Company has given written confirmation of its continued financial support

to its subsidiaries Epicentre Solutions Pte. Ltd. and Epi Lifestyle Pte. Ltd. to enable these subsidiaries to meet

their obligations as and when they fall due, such that they continue their operations on a going concern basis.



29. Significant related party transactions

A related party is defined as follows:

(a) A person or a close member of that person’s family is related to the Group and Company if that person:

(i) Has control or joint control over the Company;

(ii) Has significant influence over the Company; or

(iii) Is a member of the key management personnel of the Group or Company or of a parent of the

Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies:

(i) The entity and the Company are members of the same group (which means that each parent,

subsidiary and fellow subsidiary is related to the others);

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a

member of a group of which the other entity is a member);

(iii) Both entities are joint ventures of the same third party;

(iv) One entity is a joint ventures of a third entity and the other entity is an associate of the third entity;

(v) The entity is a post-employment benefit plan for the benefit of employees of either the Company

is itself such a plan, the sponsoring employers are also related to the Company;

(vi) The entity is controlled or jointly controlled by a person identified in (a); or

(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key

management personnel of the entity (or of a parent of the entity).

The Group’s and Company’s transactions and arrangements with related parties and the effect of these on the

basis determined between the parties is reflected in these financial statements.



29. Significant related party transactions (Continued)

During the year, in addition to those disclosed elsewhere in these financial statements, the Group and the

Company entered into the following transactions with related parties:

Company

2012 2011

$’000 $’000

With subsidiaries

Advances made to a subsidiary 8,640 5,008

Management fees charged to subsidiaries 5,231 5,912

Settlement of liabilities on behalf of subsidiaries 2,834 34

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

With a Director of the Company

Payments made by a Director on

behalf of the Company – 112 – 112

Rent expense paid to a Director 54 17 – –

Compensation of key management personnel

The remuneration of the key management personnel who are also the Directors of the Group and of the Company

during the financial year are as follows:

Group and Company

2012 2011

$’000 $’000

Directors’ fees 302 262

Short-term benefits 1,251 2,692

Post-employment benefits 19 27

1,572 2,981



30. Segment information

Management has determined the operating segments based on the reports reviewed by the chief operating

decision maker.

A segment is a distinguishable component of the Group that is engaged either in providing products or services

(business segment), or in providing products or services within a particular economic environment (geographical

segment), which is subject to risks and rewards that are different from those of other segments.

Management monitors the operating results of the segments separately for the purpose of making decision

about resources to be allocated and of assessing performance. Segments performances are evaluated based

on operation profit or loss which is similar to the accounting profit or loss.

The Group has two reportable segments being apple brand products and third party and proprietary brand

complementary products.

The Group’s reportable segments are strategic business units that are organised based on their function and

targeted customers group. They are managed separately because each business unit requires different market

strategies.

Income taxes are managed on a Group basis.

The accounting policies of the operating segments are the same of those described in the summary of significant

accounting policies. There is no asymmetrical allocation to reportable segments. Management evaluates

performance on the basis of profit or loss from operations before income tax expense not including corporate

expenses, non-recurring gains and losses.

During the year, the Group has not allocated the corporate expenses, including employee benefits expense,

professional fees and other administrative expenses to the respective segment as the management is of the

opinion that there is no reasonable basis to allocate these expenses for the purpose of monitoring the operating

results of the respective segment. Accordingly, the comparative figures of the segment information have been

reclassified for consistency. With the reclassification, the corporate expenses of approximately $5,804,000

previously allocated to the respective segment is now included as unallocated in the segment information.



30. Segment information (Continued)

The Group accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, which

approximate market prices. These inter-segment transactions are eliminated on consolidation.

Apple brand

products

Third party and

proprietary

brand

complementary

products Elimination Total

$’000 $’000 $’000 $’000

2012

Revenue

External revenue 157,777 26,111 – 183,888

Inter-segment revenue 294 166 (460) –

158,071 26,277 (460) 183,888

Results

Segment results 1,698 4,145 – 5,843

Unallocated expenses, net (4,959)

Finance costs (31)

Interest income 5

Profit before income tax 858

Other material non-cash expenses

Allowance for inventory obsolescence (9) (1) – (10)

Depreciation of plant and equipment (1,297) (215) – (1,512)

Third parties trade receivables written off (39) (7) – (46)

Inventories written off (69) (11) – (80)

Reversal of provision for reinstatement

cost not utilised 50 8 – 58

Capital expenditure

Plant and equipment 2,232 370 – 2,602

Assets and liabilities

Segment assets 38,983 8,610 (8,444) 39,149

Segment liabilities 23,307 3,858 (4,972) 22,193




Apple brand

products

Third party and

proprietary

brand

complementary

products Elimination Total

$’000 $’000 $’000 $’000

2011

Revenue

External revenue 138,703 23,900 – 162,603

Inter-segment revenue 485 10 (495) –

139,188 23,910 (495) 162,603

Results

Segment results 7,216 4,307 – 11,523

Unallocated expenses, net (5,804)

Finance costs (2)

Interest income 13

Profit before income tax 5,730

Other material non-cash expenses

Allowance for inventory obsolescence (26) (5) – (31)

Third parties trade receivables

written off (20) (3) – (23)

Depreciation of plant and equipment (737) (127) – (996)

Inventories written off (61) (11) – (72)

Plant and equipment written off (3) (1) – (4)

Reversal of provision for reinstatement

cost not utilised 26 4 – 30

Capital expenditure

Plant and equipment 1,443 249 – 1,692

Assets and liabilities

Segment assets 35,293 8,656 (9,875) 34,074

Segment liabilities 18,856 3,249 (8,754) 13,351




Geographic information

The Group’s business segments operate in three main geographical areas. Revenue is based on the countries

in which the customers are located.

Revenue from external customers

Singapore Malaysia

People’s

Republic of

China Total

$’000 $’000 $’000 $’000

2012

Revenue from external customers 148,019 33,515 2,354 183,888

2011

Revenue from external customers 139,127 23,476 – 162,603

Location of non-current assets

Singapore Malaysia

People’s

Republic of

China Total

$’000 $’000 $’000 $’000

2012

Non-current assets 2,304 410 1,115 3,829

2011

Non-current assets 2,090 632 11 2,733

Non-current assets shown by the geographical area in which the assets are located.

Major customers

The Group does not have a major customer whose revenue is 10% or more of the Group’s revenue.



31. Financial instruments and financial risks

The Group’s and the Company’s activities expose them to credit risk, market risk (including foreign currency

risk and interest rate risk) and liquidity risk. The Group’s and the Company’s overall risk management strategy

seek to minimise adverse effects from the volatility of financial markets on the Group’s and the Company’s

financial performance.

The Board of Directors of the Company is responsible for settling the objectives and underlying principles of

financial risk management for the Group and the Company. The Group’s and the Company’s management

then establish the detailed policies such as risk identification and measurement, exposure limits and hedging

strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

There has been no change to the Group’s and the Company’s exposure to these financial risks or the manner

in which they manage and measure these risks.

31.1 Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a loss

to the Group and the Company.

The Group does not have any significant credit exposure to any single counterparty or any group of

counterparties having similar characteristics on trade receivables from third parties. The Company has

significant credit exposure arising from the non-trade amounts due from subsidiaries amounting to

approximately $3,493,000 (2011: $6,431,000) as at the end of the reporting period.

As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each

class of financial instrument is the carrying amount of that class of financial instrument.

The Group’s and the Company’s major classes of financial assets are cash and cash equivalents and

trade and other receivables.

Trade receivables that are neither past due nor impaired are substantially companies with good collection

track records within the Group. The Group’s historical experience in the collection of receivables falls

within the credit terms.

The table below is an analysis of gross trade receivables as at the end of the reporting period.

Group

2012 2011

$’000 $’000

Not impaired

Not past due 3,783 3,488

Past due 61 to 90 days 93 132

Past due more than 90 days 248 24

Total trade receivables 4,124 3,644



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31. Financial instruments and financial risks (Continued)

31.2 Market risk (Continued)

(i) Foreign currency risk (Continued)

Foreign currency sensitivity analysis

The Group’s and the Company’s are mainly exposed to United States dollar.

The following table details the Group’s and the Company’s sensitivity to a 5% increase and

decrease in United States dollar. The 5% is used when reporting sensitivity of foreign currency risk.

The sensitivity analysis includes only outstanding United States dollar monetary items and adjusts

their translation at the end of the reporting period for a 5% change in foreign currency rates.

Profit or loss

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

United States dollar

Strengthened 5% (674) (351) 1 60

Weakened 5% 674 351 (1) (60)

The potential impact on profit or loss of the Group and the Company as described in the sensitivity

analysis above is attributable mainly to the Group’s and the Company’s foreign currency exchange

rate exposure on monetary assets and monetary liabilities denominated in United States dollar.

(ii) Interest rate risk

The Group’s exposure to market risk for changes in interest rates relates primarily to finance lease

payables and bank borrowings as shown in Note 14 and Note 15 to the financial statements

respectively.

The Company has no significant exposure to market risk for changes in interest rates.

The sensitivity analysis below has been determined based on the exposure to interest rate risks

for financial liabilities as at the end of the reporting period. For floating rate liabilities, the analysis

is prepared assuming amount of liability outstanding at the end of the reporting period was

outstanding for the whole year. The sensitivity analysis assumes an instantaneous 0.5% change

in the interest rates from the end of the reporting period, with all variables held constant.

Group

Increase/(Decrease)

Profit or (loss)

2012 2011

$’000 $’000

Interest rate

– increased by 0.5% per annum (18) –

– decreased by 0.5% per annum 18 –




31.3 Liquidity risk

Liquidity risks refer to the risks in which the Group and the Company encounter difficulties in meeting

short-term obligations. Liquidity risks are managed by matching the payment and receipt cycles.

The Group and the Company manage their debt maturity profile, operating cash flows and the availability

of funding so as to ensure that all repayment and funding needs are met. As part of the overall prudent

liquidity management, the Group and the Company maintain sufficient levels of cash and available banking

facilities to meet their working capital requirements.

The table below analyses the maturity profile of the Group’s and Company’s financial assets and liabilities

based on contractual undiscounted cash flows.

Within one

financial year

After one

financial year

but within five

financial years

After five

financial years Total

$’000 $’000 $’000 $’000

Group

2012

Financial assets

Non-interest bearing 20,316 – – 20,316



Variable interest bearing 3,671 180 – 3,851

21,874 180 – 22,054

2011

Financial assets


Variable interest bearing 1,200 – – 1,200

20,716 – – 20,716



Variable interest bearing 40 197 29 266

13,021 197 29 13,247




31.3 Liquidity risk (Continued)

Within one

financial year

After one

financial year

but within five

financial years

After five

financial years Total

$’000 $’000 $’000 $’000

Company

2012

Financial assets



Non-interest bearing 459 – – 459

Variable interest bearing 84 87 – 171

543 87 – 630

2011

Financial assets


Variable interest bearing 1,200 – – 1,200

9,625 – – 9,625


Non-interest bearing 456 – – 456

Variable interest bearing 40 197 29 266

496 197 29 722



32. Capital management policies and objectives

The Group and the Company manage their capital to ensure that the Group and the Company will be able to

continue as a going concern and to maintain an optimal capital structure so as to maximise shareholders’ value.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes in

economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the

return capital to shareholders or issue new share, make dividend payment or obtain new borrowings.

The gearing ratio is calculated as total borrowings divided by equity. Total borrowings consists of bank

borrowings and finance lease payables. Total equity consists of share capital, treasury shares, foreign currency

translation account, retained earnings and non-controlling interest.

Group Company

2012 2011 2012 2011

$’000 $’000 $’000 $’000

Total borrowings 3,738 235 161 235

Total equity 16,814 19,732 7,659 11,183

Gearing ratio (%) 22 1 2 2

The Group and the Company are in compliance with all bank covenants for the financial years ended 30 June

2012 and 2011. The Group and the Company have no externally imposed capital requirements for the financial

years ended 30 June 2012 and 2011.

33. Fair value of financial assets and financial liabilities

The carrying amounts of the current financial assets and liabilities in the financial statements approximate their

fair values due to the relative short-term maturity of these financial instruments. The fair values of non-current

liabilities in relation to bank borrowings and finance lease payables are disclosed in Notes 14 and 15 to the

financial statements.

statistics of shareholdingsAS AT 11 SEPTEMBER 2012


SHAREHOLDERS’ INFORMATION

Total number of shares excluding treasury shares : 93,481,600

Class of Shares : Ordinary Shares

Voting Rights : One vote per ordinary share (excluding treasury shares)

TREASURY SHARES

Total number of shares held as treasury shares : 20,000

Voting Rights : None

Percentage of holding against the total number of

issued shares excluding treasury shares

: 0.02%

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholding

Number of

Shareholders %

Number of

Shares %

1 – 999 0 0.00 0 0.00

1,000 – 10,000 531 73.65 2,358,000 2.52

10,001 – 1,000,000 180 24.96 11,373,000 12.17

1,000,001 and above 10 1.39 79,750,600 85.31

721 100.00 93,481,600 100.00

TOP TWENTY SHAREHOLDERS

No. Name of Shareholders Number of Shares %

1. HSBC (SINGAPORE) NOMINEES PTE LTD 55,579,800 59.46

2. GOH ANN ANN JOHNSON 6,110,000 6.54

3. ROWSLEY SPORTS PTE LTD 4,861,000 5.20

4. CITIBANK NOMINEES SINGAPORE PTE LTD 4,229,000 4.52

5. LAM WAI HENG 1,892,800 2.02

6. LI CHOW CHIN 1,669,000 1.79

7. HONG LEONG FINANCE NOMINEES PTE LTD 1,600,000 1.71

8. LIM & TAN SECURITIES PTE LTD 1,500,000 1.60

9. LEONG MEE WAN 1,209,000 1.29

10. NARONG INTANATE 1,100,000 1.18

11. BRENDA YEO 630,000 0.67

12. RAFFLES NOMINEES (PTE) LTD 604,000 0.65

13. CHEW BEE CHOO 575,000 0.62

14. DBS NOMINEES PTE LTD 414,000 0.44

15. LAI WENG KAY 315,000 0.34

16. ONG JEK YAW 260,000 0.28

17. RUPERT JAMES PHILIP MORTON 258,000 0.28

18. TAY BOON HUAT 255,000 0.27

19. LIM HO KEE 200,000 0.21

20. MERRILL LYNCH (SINGAPORE) PTE LTD 192,000 0.21

TOTAL 83,453,600 89.28

statistics of shareholdingsAS AT 11 SEPTEMBER 2012


SUBSTANTIAL SHAREHOLDERS

(As recorded in the Register of Substantial Shareholders)

Direct Interest % Deemed Interest %

Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67

Brenda Yeo(2) 630,000 0.67 55,025,800 58.86

Johnson Goh Ann Ann 6,110,000 6.54 – –

Rowsley Sports Pte. Ltd. 4,801,000 5.14 – –

Rowsley Ltd(3) – – 4,801,000 5.14

Garville Pte Ltd(3) – – 4,801,000 5.14

Lim Eng Hock(3) – – 4,801,000 5.14

The percentage of shareholding above is computed based on the total issued shares of 93,481,600 excluding treasury

shares.

Notes:

(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore through HSBC (Singapore)

Nominees Pte Ltd.

(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda Yeo, and vice versa

by virtue of Section 7 of the Companies Act, Cap. 50.

(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 shares held by Rowsley Sports

Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

28.68% of the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing

Manual Section BL Rules of Catalist of the SGX-ST.

addendum


ADDENDUM DATED 10 OCTOBER 2012

THIS ADDENDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This addendum (the “Addendum”) is circulated to the shareholders of Epicentre Holdings Limited (the “Company”)

together with the Company’s annual report for financial year ended 30 June 2012. The purpose of this Addendum is to

provide the shareholders of Epicentre Holdings Limited with relevant information relating to and to seek shareholders’

approval to renew the share buyback mandate to be tabled at the Annual General Meeting to be held at Sapphire

3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road, Singapore 769162, on 25 October 2012 at

10.00 a.m.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor,

accountant, tax adviser or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of the Company, you should immediately send this

Addendum, the Notice of Annual General Meeting and the Proxy Form to the purchaser or transferee or to the bank,

stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or

transferee.

The Notice of the Annual General Meeting and the Proxy Form are enclosed with the Annual Report 2012.

The Singapore Exchange Securities Trading Limited (“SGX-ST”) has not examined the contents of this Addendum.

The SGX-ST assumes no responsibility for the contents of this Addendum, including the correctness of any of the

statements or opinions made or reports contained in this Addendum.

This Addendum has been prepared by the Company and its contents have been reviewed by the Company’s sponsor

(“Sponsor”), RHT Capital Pte. Ltd. for compliance with the relevant rules of the SGX-ST. The Company’s Sponsor

has not independently verified the contents of this Addendum including the correctness of any of the figures used,

statements or opinions made. The contact person for the Sponsor is Mr Wong Chee Meng Lawrence with his address

at Six Battery Road #10-01, Singapore 049909 and Telephone: 6381-6757.

Epicentre Holdings Limited(Company Registration No: 200202930G)

(Incorporated in the Republic of Singapore)

ADDENDUM TO ANNUAL REPORT IN RELATION TO THE

PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

addendum


DEFINITIONS

For the purpose of this Addendum, the following definitions apply throughout unless otherwise requires:

“ACRA” : Accounting and Corporate Regulatory Authority

“Act” or “Companies Act” : Companies Act (Chapter 50) of Singapore, as amended, modified or

supplemented from time to time

“Addendum” : This Addendum to Shareholders dated 10 October 2012 in relation to the

proposals as set out in section 1.1

“AGM” or “Annual General

Meeting”

: The annual general meeting of the Company to be held at Sapphire 3,

Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road,

Singapore 769162, on 25 October 2012 at 10.00 a.m., to approve,

inter-alia, the adoption of a share buyback mandate in accordance with

the terms and conditions as set out in this Addendum as well as the

Companies Act and the Catalist Rules

“Board” or “Directors” : The board of Directors of the Company, including executive, non-

executive, independent and non-independent directors of the Company

for the time being

“Catalist Rules” : The provisions of Section A and Section B: Rules of Catalist of the SGX-

ST of the Listing Manual (excluding the Best Practices Guide, the Code,

and the Practice Notes) as amended, supplemented or modified from

time to time

“CDP” : The Central Depository (Pte) Limited

“Companies Amendment

Act 2005”

: Companies (Amendment) Act 2005 of Singapore

“Company” or “Epicentre” : Epicentre Holdings Limited

“Director” : A director of the Company

“EPS” : Earnings per Share

“FY” : The financial year ended or ending 30 June (as the case may be) unless

otherwise specified

“Group” : The Company and its subsidiaries, collectively

addendum


“Latest Practicable Date” : The latest practicable date prior to the printing of this Addendum, being

26 September 2012

“Listing Manual” : The Listing Manual of the SGX-ST, as amended, modified or supplemented

from time to time

“Market Day” : A day on which the SGX-ST is open for trading in securities

“Notice of AGM” : The notice of AGM found in the annual report of the Company for 2012,

for the purposes of considering and, if thought fit, passing with or without

modifications, the resolutions as set out therein

“NTA” : Net tangible assets of the Group

“October 2011 AGM” : The annual general meeting of the Company held on 28 October 2011

“Securities Account” : A securities account maintained by a Depositor with CDP but does not

include a securities sub-account

“SGX Catalist” or “Catalist” : Catalist, a market regulated by the SGX-ST, formerly known as the SGX-ST

Dealing and Automated Quotation System

“SGX-ST” : Singapore Exchange Securities Trading Limited

“SGXNET” : The SGXNET Corporate Announcement System

“Share Buyback” : The buy back of Shares by the Company in accordance with the terms set

out in this Addendum as well as the Companies Act and the Catalist Rules

“Share Buyback Mandate” : General mandate to be given by the Shareholders to authorise the

Directors to effect Share Buyback

“Shareholders” : Registered holders of Shares in the Register of Members of the Company,

except that where the registered holder is CDP, the term “Shareholders”

shall, in relation to such Shares and where the context so admits, mean

the Depositors in the Depository Register maintained by the CDP and

whose Securities Accounts are credited with those Shares. Any reference

to Shares held by or shareholdings of Shareholders shall include Shares

standing to the credit of their respective Securities Accounts

“Shares” : Ordinary shares in the share capital of the Company and each a “Share”

“Sponsor” : RHT Capital Pte. Ltd.

addendum


“Substantial Shareholder” : A person who has an interest (directly or indirectly) of five per cent. (5%)

or more of the total issued share capital of the Company

“Take-over Code” : The Singapore Code on Take-overs and Mergers, as amended or modified

from time to time

“Treasury Shares” : (a) A Share which was (or is treated as having been) purchased by

the Company in circumstances in which Section 76H of the Act

applies; and

(b) Has been held by the Company continuously since the treasury

share was so purchased

“Unit Share Market” : The unit share market of the SGX-ST which allows trading of shares in

single shares

Currencies, Units and Others

“S$” and “cents” or “F” : Singapore dollars and cents, respectively

“%” or “per cent.” : Per centum or percentage

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them

respectively by Section 130A of the Act. The term “Direct Account Holder” shall have the meaning ascribed to the term

“account holder” in Section 130A of the Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the

masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include

corporations.

Any reference in this Addendum to any enactment is a reference to that enactment as for the time being amended or

reenacted. Any term or word defined under the Securities and Futures Act (Chapter 289) of Singapore or the Companies

Act or the Catalist Rules or any statutory or regulatory modification thereof and used in this Addendum shall where

applicable have the same meaning ascribed to it under the Securities and Futures Act (Chapter 289) of Singapore, the

Companies Act or the Catalist Rules or such statutory modification, as the case may be, unless otherwise provided.

All discrepancies in the figures included herein between the listed amounts and totals thereof are due to rounding.

Accordingly, figures shown as totals in this Addendum may not be an arithmetic aggregation of the figures that precede

them.

Any reference to a time of a day in the Addendum is a reference to Singapore time unless otherwise stated and shall

include such other date(s) or time(s) as may be announced from time to time by or on behalf of the Company.

addendum


EPICENTRE HOLDINGS LIMITED(Company Registration Number: 200202930G)


Directors Registered Office

Mr Jimmy Fong Teck Loon (Executive Chairman and Chief Executive Officer) 37 Jalan Pemimpin

Ms Brenda Yeo (Executive Director) #07-04 Clarus Centre

Mr Siow Chee Keong (Lead Independent Director) Singapore 577177

Mr Azman Hisham Bin Jaafar (Independent Director) Tel No: +65 6601 9100

Mr Ron Tan Aik Ti (Independent Director) Fax No: +65 6601 9133

10 October 2012

To: The Shareholders of Epicentre Holdings Limited

Dear Sir or Madam

We refer to item 10 of the Notice of AGM for the Company, which is an ordinary resolution to be proposed at the AGM

for the renewal of the Company’s Share Buyback Mandate (“Resolution 10”). The purpose of this Addendum is to

provide Shareholders with information relating to Resolution 10.

1. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

1.1 Background

At the October 2011 AGM, Shareholders had approved, inter-alia, the renewal of a Share Buyback Mandate to

enable the Company to purchase or otherwise acquire Shares.

The Share Buyback Mandate which was previously approved on 28 October 2011 will expire on the date of the

forthcoming AGM to be held on 25 October 2012. Accordingly, the Directors propose that the Share Buyback

Mandate be renewed at the forthcoming AGM.

Approval is being sought from Shareholders at the AGM for the adoption of a Share Buyback Mandate for the

purchase by the Company of its issued Shares. If approved, the Share Buyback Mandate will take effect from

the date of the AGM and continue in force until the date of the next annual general meeting of the Company or

such date as the next annual general meeting is required by law to be held, unless prior thereto, Share Buybacks

are, carried out to the full extent mandated or the Share Buyback Mandate is revoked or varied by the Company

in a general meeting. The Share Buyback Mandate will be put to Shareholders for renewal at each subsequent

annual general meeting of the Company.

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 Company’s

ordinary working capital requirements, in an expedient and cost-efficient manner;

(c) The Share Buyback Mandate would also allow the Directors to exercise greater control over the

Company’s share capital structure, dividend policy and cash reserves and may lead to an enhancement

of EPS and/or NTA per Share of the Company and the Group;

(d) The Directors further believe that a Share Buyback by the Company may help mitigate short-term market

or price volatility, offset the effects of short-term share speculation or demand and bolster Shareholders’

confidence; and

(e) The Share Buyback Mandate will only be exercised as and when the Directors consider it to be in the

best interests of the Company taking into consideration factors such as market conditions and funding

arrangements as applicable, and in appropriate circumstances which the Directors believe will not result

in any material adverse effect on the liquidity and the orderly trading of the Shares, as well as the working

capital requirements and the gearing level of the Group.

Shareholders should note that purchases of Shares pursuant to the Share Buyback Mandate may not necessarily

be carried out to the full limit as authorised.

1.3 Authority and Limits of the Share Buyback Mandate

The authority and limitations placed on purchases or acquisitions of Shares by the Company under the Share

Buyback Mandate, if renewed at the forthcoming AGM, are the same as previously approved by Shareholders

at the October 2011 AGM. The authority and limitations, subject to compliance with the Companies Act and the

Catalist Rules as well as such other rules, laws or regulations as may be applicable, are summarised below:–

1.3.1 Maximum Number of Shares

Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total

number of Shares that may be purchased or acquired is limited to that number of Shares representing

not more than ten per cent. (10%) of the issued ordinary share capital of the Company as at the date of

the respective general meetings at which the Share Buyback Mandate is approved or renewed (as the

case may be).

addendum


Purely for illustrative purposes, on the basis of 93,481,600 Shares in issue as at the Latest Practicable

Date, and assuming that no further Shares are issued on or prior to the AGM, not more than 9,348,160

(representing approximately ten per cent. (10%) of the total number of issued Shares (excluding Treasury

Shares) may be purchased or acquired by the Company pursuant to the Share Buyback Mandate.

1.3.2 Duration of Authority

Purchases of Shares may be made, at any time and from time to time, on and from the date of approval

up to the earliest of the date on which:–

(a) the next annual general meeting of the Company is held or required by law to be held;

(b) Share Buybacks have been carried out to the full extent mandated; or

(c) the authority contained in the Share Buyback Mandate is varied or revoked.

1.3.3 Manner of Purchase of Shares

Purchases or acquisitions of Shares can be effected by the Company by way of:–

(a) on-market purchases transacted through the Exchange’s Central Limited Order Book Trading

System on Catalist through the ready market through one or more duly licensed stock brokers

appointed by the Company for the purpose of the Share Buyback (“On-Market Purchases”);

and/or

(b) an off-market (if effected otherwise than on Catalist) in accordance with any equal access scheme

as defined in Section 76C of the Companies Act, and otherwise in accordance with all other

applicable laws and regulations and Catalist Rules (“Off-Market Purchase”).

The Directors may impose such terms and conditions, which are consistent with the Share Buyback

Mandate, the Catalist Rules and the Companies Act, as they consider fit in the interests of the Company

in connection with or in relation to an equal access scheme or schemes. Under the Companies Act, an

equal access scheme must satisfy all the following conditions:–

(a) offers for the purchase or acquisition of issued Shares shall be made to every person who holds

issued Shares to purchase or acquire the same percentage of their issued Shares;

(b) all of the abovementioned persons shall be given a reasonable opportunity to accept the offers

made; and

(c) the terms of all the offers shall be the same, except that there shall be disregarded:

(i) differences in consideration attributable to the fact that the offers may relate to Shares with

different accrued dividend entitlements;

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) the terms and conditions of the offer;

(b) the period and procedures for acceptances;

(c) the reasons for the proposed Share Buyback;

(d) the consequences, if any, of Share Buyback by the Company that will arise under the Take-over

Code or other applicable take-over rules;

(e) whether the Share Buyback, if made, would have any effect on the listing of the Shares on the

Catalist;

(f) details of any Share Buyback made by the Company in the previous twelve (12) months (whether

On-Market Purchases or Off-Market Purchase), giving the total number of Shares purchased, the

purchase price per Share or the highest and lowest prices paid for the purchases, where relevant,

and the total consideration paid for the purchases; and

(g) whether the Shares purchased by the Company will be cancelled or held as Treasury Shares.

1.3.4 Maximum Purchase Price

The purchase price to be paid for a Share in the event of any Share Buyback shall not exceed the

Maximum Price (as defined below), which:–

(a) in the case of On-Market Purchases, shall mean the price per Share based on not more than five

per cent. (5%) above the average of the closing market prices of the Shares over the last five

(5) Market Days on the Catalist, on which transactions in the Shares were recorded immediately

preceding the day of the market purchase by the Company and deemed to be adjusted for any

corporate action occurring after the relevant five (5) day period; and

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) sell the Treasury Shares for cash;

(ii) transfer the Treasury Shares for the purposes of or pursuant to an employees’ share scheme;

(iii) transfer the Treasury Shares as consideration for the acquisition of shares in or assets of another

company or assets of a person;

addendum


(iv) cancel the Treasury Shares (or any of them); or

(v) sell, transfer or otherwise use the Treasury Shares for such other purposes as may be prescribed

by the Minister for Finance.

(c) Where shares purchased or acquired by a company are cancelled, such shares will be automatically de-

listed by the SGX-ST. Certificates in respect of such cancelled shares will be cancelled and destroyed

by the Company as soon as is reasonably practicable after the shares have been acquired.

(d) The shares held in treasury shall be treated as having no voting rights and shall not be entitled to any

dividend or other distribution (whether in cash or otherwise) of the Company’s assets (including any

distribution of assets to members on a winding up).

However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a

sub-division or consolidation of any treasury share into Treasury Shares of a smaller or larger amount is allowed

so long as the total value of the Treasury Shares after the sub-division or consolidation is the same as before.

1.5 Sources of funds

Previously, any purchase of Shares could only be made out of the Company’s distributable profits that are

available for payment as dividends. However the Companies Act, as amended by the Companies Amendment Act

2005, now permits the Company to also purchase its own Shares out of capital, as well as from its distributable

profits, provided that:–

(a) the Company is able to pay its debts in full at the time it purchases the Shares and will be able to pay its

debts as they fall due in the normal course of business in the twelve (12) months immediately following

the purchase; and

(b) the value of the Company’s assets is not less than the value of its liabilities (including contingent liabilities)

and will not after the purchase of Shares become less than the value of its liabilities (including contingent

liabilities).

Further, for the purpose of determining the value of a contingent liability, the Directors or managers of the

Company may take into account the following:

(a) the likelihood of the contingency occurring; and

(b) any claim the Company is entitled to make and can reasonably expect to be met to reduce or extinguish

the contingent liability.

The Company intends to use its internal resources and/or external borrowings to finance purchases of its Shares

pursuant to the proposed Share Buyback Mandate.

addendum


1.6 Financial Effects of the Share Buyback Mandate

It is not possible for the Company to realistically calculate or quantify the financial effects on the Company and

the Group arising from purchases or acquisitions of Shares that may be made pursuant to the Share Buyback

Mandate on the NTA and EPS as the resultant effect would depend on, inter alia, the aggregate number of Shares

purchased or acquired, whether the purchase or acquisition is made out of capital or profits, the purchase price

paid for such Shares and the amount borrowed (if any) by the Company to fund the purchase or acquisition of

the Shares and whether the Shares purchased or acquired are cancelled or held as Treasury Shares.

The financial effects on the Company and the Group, based on the audited financial statements of the Company

and the Group for the financial year ended 30 June 2012, are based on the assumptions set out below:

Share Buyback made out of capital or profits

Under the Companies Act, Share Buyback may be made out of the Company’s profits and/or capital so long

as the Company is solvent.

Where the consideration paid by the Company for a Share Buyback is made out of profits, such consideration

(excluding related brokerage, goods and services tax, stamp duties and other related expenses) will

correspondingly reduce the amount available for the distribution of cash dividends by the Company. Where

the consideration paid by the Company for Share Buyback is made out of capital, the amount available for the

distribution of cash dividends by the Company will not be reduced.

Maximum Price to be Paid for Share Buyback

Based on 93,481,600 Shares in issue as at the Latest Practicable Date, the exercise in full of the Share Buyback

Mandate will result in the purchase or acquisition of 9,348,160 Shares, representing approximately ten per cent.

(10%) of the issued Shares.

For illustrative purposes only, in the case of an On-Market Purchase by the Company and assuming that the

Company purchases or acquires the 9,348,160 Shares at the Maximum Price of approximately 0.403 for one

Share (being five per cent. (5%) above the average of the closing market prices of the Shares over the last five

Market Days on which transactions in the Shares were recorded on the Catalist immediately preceding the Latest

Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 9,348,160

Shares is approximately S$3,767,308.

For illustrative purposes only, in the case of an Off-Market Purchase by the Company and assuming that the

Company purchases or acquires the 9,348,160 Shares at the Maximum Price of approximately 0.461 for one

Share (being the price equivalent to twenty per cent. (20%) above the average of the closing market prices of

the Shares over the last five Market Days on which transactions in the Shares were recorded on the Catalist

immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase

or acquisition of the 9,348,160 Shares is approximately S$4,309,502.

addendum


For illustrative purposes, on the basis of the foregoing assumptions, the financial effects of the purchase or acquisition

of such Shares by the Company on the audited accounts of the Company and the Group for the financial year ended

30 June 2012 are set out in the following pages.

As at 30 June 2012

ON-MARKET PURCHASES

(A) Purchases made entirely out of capital and cancelled

(B) Purchases made entirely out of capital and held as Treasury Shares

Group Company

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

Before

Share

Buyback

After Share

Buyback

and

cancelled

After Share

Buyback

and held as

Treasury

Shares(1)

(’000) (’000) (’000) (’000) (’000) (’000)

As at 30 June 2012

Total equity 16,814 13,047 13,047 7,659 3,892 3,892

NTA(2) 16,591 12,824 12,824 7,436 3,669 3,669

Current assets 35,423 33,539 33,539 3,913 2,029 2,029

Current liabilities 22,177 24,061 24,061 588 2,472 2,472

Working capital 13,246 9,478 9,478 3,325 (442) (442)

Total borrowings (3) 3,738 5,622 5,622 161 2,045 2,045

Number of Shares(4) 93,481,600 84,133,440 93,481,600 93,481,600 84,133,440 93,481,600

Financial ratios

NTA per Share (cents) 17.75 15.24 13.72 7.95 4.36 3.92

Gearing(5)(%) 22.23 43.09 43.09 2.10 52.54 52.54

Current Ratio(6) (times) 1.60 1.39 1.39 6.65 0.82 0.82

Notes:

(1) The above is calculated on the assumption that Share Buybacks by the Group are funded by 50% of internal sources

of funds and 50% of current borrowings with no interest charge on the borrowings.

(2) NTA equals total equity less intangible assets.

(3) Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations.

(4) Based on issued Share capital of 93,481,600 Shares as at 30 June 2012.

(5) Gearing equals total borrowings divided by total equity.

(6) Current ratio equals current assets divided by current liabilities.

(7) All discrepancies in the figures included herein between the listed and total amounts thereof are due to rounding.

Accordingly, figures shown as totals in this addendum may not be an arithmetic aggregation of the figures that precede

them.

addendum


OFF-MARKET PURCHASES

(A) Purchases made entirely out of capital and cancelled

(B) Purchases made entirely out of capital and held as Treasury Shares

Group Company

Before

Share

Buyback

After Share

Buyback

and

cancelled(1)

After Share

Buyback

and held

as Treasury

Shares(1)

Before

Share

Buyback

After Share

Buyback

and

cancelled

After Share

Buyback

and held as

Treasury

Shares(1)

(’000) (’000) (’000) (’000) (’000) (’000)

As at 30 June 2012

Total equity 16,814 12,504 12,504 7,659 3,349 3,349

NTA(2) 16,591 12,281 12,281 7,436 3,126 3,126

Current assets 35,423 33,268 33,268 3,913 1,758 1,758

Current liabilities 22,177 24,332 24,332 588 2,743 2,743

Working capital 13,246 8,936 8,936 3,325 (985) (985)

Total borrowings(3) 3,738 5,893 5,893 161 2,316 2,316

Number of Shares(4) 93,481,600 84,133,440 93,481,600 93,481,600 84,133,440 93,481,600

Financial ratios

NTA per Share (cents) 17.75 14.60 13.14 7.95 3.72 3.34

Gearing(5)(%) 22.23 47.13 47.13 2.10 69.15 69.15

Current Ratio(6) (times) 1.61 1.37 1.37 6.65 0.64 0.64

Notes:

(1) The above is calculated on the assumption that Share Buybacks by the Group are funded by 50% of internal sources

of funds and 50% of current borrowings with no interest charge on the borrowings.

(2) NTA equals total equity less intangible assets.

(3) Total borrowings equal aggregate of short-term loans, long-term loans and finance lease obligations.

(4) Based on issued Share capital of 93,481,600 Shares as at 30 June 2012.

(5) Gearing equals total borrowings divided by total equity.

(6) Current ratio equals current assets divided by current liabilities.

(7) All discrepancies in the figures included herein between the listed and total amounts thereof are due to rounding.

Accordingly, figures shown as totals in this addendum may not be an arithmetic aggregation of the figures that precede

them.

addendum


The actual impact will depend on the number and price of the Shares bought back. The Directors do not propose

to exercise the Share Buyback Mandate to such an extent that it would have a material adverse effect on the

working capital requirements and capital adequacy position of the Company. Share Buyback will only be effected

after assessing the relative impact of a Share Buyback taking into consideration both financial factors (such as

cash surplus, debt position and working capital requirements) and non-financial factors (such as share market

conditions and performance of the Shares). The Directors will be prudent in exercising the Share Buyback

Mandate only to such extent which the Directors believe will enhance Shareholders’ value giving consideration

to the prevailing market conditions, the financial position of the Group and other relevant factors.

Shareholders should note that the financial effects illustrated above are based on certain assumptions

and are purely for illustration purposes only. In particular, it is important to note that the above

analysis is based on the audited accounts of the Company and the Group as at 30 June 2012 is not

necessarily representative of the future financial performance of the Group or the Company or the

Shares.

Although the Share Buyback Mandate would authorise the Company to buy back up to ten per cent.

(10%) of the Company’s issued Shares, the Company may not necessarily buy back or be able to buy

back the total number of Shares that may be purchased or acquired in accordance to or as permitted

under the Share Buyback Mandate. In addition, the Company may cancel all or part of the Shares

repurchased or hold all or part of the Shares repurchased as Treasury Shares.

1.7 Requirements under the Companies Act and Catalist Rules

Within thirty (30) days of the passing of a Shareholders’ resolution to approve the Share Buyback Mandate, the

Company shall lodge a copy of such resolution with ACRA.

Within thirty (30) days of a Share purchase or acquisition on the Catalist or otherwise, the Company shall lodge

with ACRA a notification of the Share purchase or acquisition in the prescribed form. Such notification shall

include, inter alia, the date of the purchase, the number of Shares purchased, the number of Shares cancelled

and/or the number of Shares held as Treasury Shares, the Company’s issued share capital before and after the

Share purchase, the amount of consideration paid by the Company for the purchase and whether the Shares

were purchased out of the profits or capital of the Company.

Under the Catalist Rules, a listed company may purchase shares by way of On-Market Purchases at a price

per share which is, inter alia, not more than five per cent. (5%) above the average of the closing market prices

of the shares over the last five (5) Market Days, on which transactions in the shares were recorded, preceding

the day on which the purchases were made (the “average closing market price”). The Maximum Price for a

Share in relation to On-Market Purchases by the Company conforms to this restriction.

addendum


The Catalist Rules also specify that a listed company shall announce all purchases or acquisitions of its shares

via SGXNET not later than 9.00 a.m.:–

(a) in the case of an On-Market Purchase, on the Market Day following the day of purchase of any of its

shares; and

(b) in the case of an Off-Market Purchase under an equal access scheme, by 9.00 a.m. on the second

Market Day after the close of acceptances of the offer.

Such announcement shall be in the form of Appendix 8D of the Catalist Rules which includes, without limitation,

details of the total number of shares authorised for purchase, the date of purchase, prices paid for the total

number of shares purchased, the purchase price per share, the highest and lowest shares purchased to date

and the number of issued shares after purchase.

While the Catalist Rules do not expressly prohibit any purchase of shares by a listed company during any

particular time(s), because the listed company would be regarded as an “insider” in relation to any proposed

purchase or acquisition of its issued shares, the Company will not undertake any purchase of Shares pursuant

to the Share Buyback Mandate at any time after any matter or development of a price-sensitive nature has

occurred or has been the subject of consideration and/or a decision of the Board until such price-sensitive

information has been publicly announced. In particular, in line with the best practices guide on securities dealings

under Rule 1204(19) of the Catalist Rules, the Company will not purchase or acquire any Shares through On-

Market Purchases and/or Off-Market Purchases during the period of one month immediately preceding the

announcement of the half year or the annual (full-year) results.

1.8 Listing Status

The Company is required under Rule 723 of the Catalist Rules to ensure that at least ten per cent. (10%) of

its Shares are in the hands of the public at all times. The “public”, as defined under the Catalist Rules, are

persons other than the Directors, chief executive officer, substantial shareholders or controlling shareholders of

the Company and its subsidiaries, as well as the associates (as defined in the Catalist Rules) of such persons.

As at the Latest Practicable Date, there are 26,744,800 Shares in the hands of the public (as defined above),

representing approximately 28.63 per cent. 28.63% of the issued share capital of the Company. Assuming that

the Company purchases its Shares through Market Purchases up to the full ten per cent. (10%) limit pursuant

to the Share Buyback Mandate and all such Shares purchased are held by the public, the number of Shares

in the hands of the public would be reduced by approximately 9,348,160 Shares, the resultant percentage of

the issued Shares held by public Shareholders would be reduced to approximately 18.61 per cent. 18.61%.

Accordingly, based on the data available as the Latest Practicable Date as aforesaid, and assuming that there is

no change in the individual shareholdings of the respective public and non-public shareholders of the Company,

the Company is of the view that there is a sufficient number of the Shares in issue held by public Shareholders

which would permit the Company to undertake purchases or acquisitions of its Shares through On-Market

Purchases up to the full ten per cent. (10%) limit pursuant to the Share Buyback Mandate without affecting the

listing status of the Shares on the Catalist and the number of Shares remaining on the hands of the public will

not fall to such a level as to cause market illiquidity.

addendum


In undertaking any purchases of its Shares through Market Purchases, the Directors will use their best efforts

to ensure that a sufficient number of Shares remain in public hands so that the Share Buyback(s) will not:–

(a) adversely affect the listing status of the Shares on the Catalist; or

(b) adversely affect the orderly trading of Shares.

1.9 Take-over Implications

Appendix 2 of the Take-over Code contains the Share Buy-Back Guidance Note applicable as at the Latest

Practicable Date. The take-over implications arising from any purchase or acquisition by the Company of its

Shares are set out below.

(i) Under Appendix 2 of the Take-over Code, an increase of a Shareholder’s proportionate interest in the

voting rights of the Company resulting from a Share Buyback by the Company will be treated as an

acquisition for the purpose of Rule 14 of the Take-over Code (“Rule 14”). Consequently, a Shareholder

or group of Shareholders acting in concert with a Director could obtain or consolidate effective control

of the Company, and become obligated to make a take-over offer for the Company under Rule 14.

(ii) Pursuant to Rule 14, a Shareholder and persons acting in concert with the Shareholder will incur an

obligation to make a mandatory take-over offer if, inter alia, he and persons acting in concert with him

increase their voting rights in the Company to thirty per cent. (30%) or more or, if they, together holding

between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, increase their

voting rights in the Company by more than one per cent. (1%) in any period of six (6) months.

(iii) Persons acting in concert comprise individuals or companies who, pursuant to an agreement or

understanding (whether formal or informal) co-operate, through the acquisition by any of them of shares in

a company to obtain or consolidate effective control of that company. Unless the contrary is established,

the following persons will be presumed to be acting in concert, namely (1) a company with any of its

Directors; and (2) a company, its parent, subsidiaries and fellow subsidiaries, and their associated

companies, and companies of which such companies are associated companies, all with each other.

For this purpose, ownership or control of at least twenty per cent. (20%) but not more than fifty per cent.

(50%) of the voting rights of a company will be regarded as the test of associated company status.

(iv) The effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, Directors and

persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as

a result of the Company purchasing or acquiring its Shares, the voting rights of such Directors and their

concert parties would increase to thirty per cent. (30%) or more, or if the voting rights of such Directors

and their concert parties fall between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s

voting rights, the voting rights of such Directors and their concert parties would increase by more than

one per cent. (1%) in any period of six (6) months. In calculating the percentage of voting rights of such

Directors and their concert parties, treasury shares shall be excluded.

addendum


Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not

be required to make a take-over offer for the Company under Rule 14 if, as a result of Share Buybacks,

the voting rights of such Shareholder would increase to thirty per cent. (30%) or more, or, if such

Shareholder holds between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights,

the voting rights of such Shareholder would increase by more than one per cent. (1%) in any period of

six (6) months. Such Shareholder need not abstain from voting in respect of the resolution authorising

the Share Buyback Mandate. Shareholders will be subject to the provisions of Rule 14 if they acquire any

Shares after Share Buybacks by the Company. For the purpose of the Take-over Code, an increase in

the percentage of voting rights as a result of Share Buybacks will be taken into account in determining

whether a Shareholder and persons acting in concert with him have increased their voting rights by more

than one per cent. (1%) in any period of six (6) months.

(v) If the Company decides to cease the purchase of Shares before it has purchased such number of Shares

authorised by its Shareholders at the latest annual general meeting, the Company will promptly inform

its Shareholders of such cessation. This will assist Shareholders to determine if they can buy any more

Shares without incurring an obligation under Rule 14.

Based on the shareholdings of the Directors and Substantial Shareholders of the Company as at

the Latest Practicable Date, the Share Buyback Mandate is not expected to result in any Director or

Substantial Shareholder incurring an obligation to make a general offer for the Shares of the Company

under Rule 14 or Appendix 2 of the Take-over Code.

Shareholders who are in doubt as to their obligations, if any, to make a mandatory takeover

offer under the Take-over Code as a result of Share Buybacks by the Company are advised to

consult their professional advisers and/or the Securities Industry Council and/or other relevant

authorities at the earliest opportunity.

Purely for illustrative purposes, on the basis of 93,481,600 Shares in issue as at the Latest Practicable

Date, and assuming that no further Shares are issued on or prior to the AGM, not more than 9,348,160

Shares (representing ten per cent. (10%) of the Shares in issue as at that date) may be purchased or

acquired by the Company pursuant to the Share Buyback Mandate, if so approved by Shareholders at

the AGM.

Assuming that such granted Share Buyback Mandate is validly and fully exercised prior to the next AGM

for it to re-purchase the maximum allowed number of Shares being 9,348,160 Shares (on the basis that

there would have been no change to the number of Shares in issue at the time of such exercise) and

that such re-purchased Shares are not acquired from Directors and the Substantial Shareholders and are

deemed cancelled immediately upon purchase, based on the Register of Directors’ Shareholdings and

Register of Substantial Shareholders of the Company as at the Latest Practicable Date, the shareholdings

of the Directors and Substantial Shareholders would be changed as follows:

addendum


Before the Share Buyback After the Share Buyback

Direct Interest Deemed Interest Direct Interest Deemed Interest

No. of

Shares %

No. of

Shares %

No. of

Shares %

No. of

Shares %

Directors

Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67 55,025,800 65.40 630,000 0.75

Brenda Yeo(2) 630,000 0.67 55,025,800 58.86 630,000 0.75 55,025,800 65.40

Siow Chee Keong 100,000 0.11 – 0.00 100,000 0.12 – –

Substantial Shareholders

Johnson Goh Ann Ann 6,110,000 6.54 – 0.00 6,110,000 7.26 – –

Rowsley Sports Pte. Ltd. 4,801,000 5.14 – 0.00 4,801,000 5.71 – –

Rowsley Ltd(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71

Garville Pte Ltd(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71

Lim Eng Hock(3) – 0.00 4,801,000 5.14 – – 4,801,000 5.71

Notes:

(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore

through HSBC (Singapore) Nominees Pte Ltd.

(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda

Yeo, and vice versa by virtue of Section 7 of the Companies Act, Cap. 50.

(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 shares held

by Rowsley Sports Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.

1.10 Details of Shares Purchased or Acquired in the Previous Twelve Months

In the 12 months preceding the Latest Practicable Date, the Company has acquired its Shares by way of Market

Purchases pursuant to the Share Buyback Mandate. Details of the purchase are set out below:–

Date of

Purchase

Total number

of Shares

purchased

Purchase

price per

Shares

($)

Highest

price per

Share

($)

Lowest

Price per

Share

Total consideration

(excluding stamp duties,

clearing charges, etc)

($)

06/06/2012 20,000 0.33675 0.34 0.33 6,735.00

1.11 Taxation

Shareholders who are in doubt as to their respective tax positions or any tax implications, or who may be subject

to tax in a jurisdiction outside Singapore, should consult their own professional advisers.

addendum


2. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

The interests of the Directors and Substantial Shareholders of the Company as at the Latest Practicable Date,

as recorded in the Company’s Register of Directors’ Shareholdings and the Register of Substantial Shareholders

respectively, are set out as follows.

Directors’ Interests

Direct interest Deemed interest

No. of Shares % No. of Shares %

Directors

Jimmy Fong Teck Loon(1)(2) 55,025,800 58.86 630,000 0.67

Brenda Yeo(2) 630,000 0.67 55,025,800 58.86

Siow Chee Keong 100,000 0.11 – –

Substantial Shareholders’ Interests

Direct interest Deemed interest

No. of Shares % No. of Shares %

Johnson Goh Ann Ann 6,110,000 6.54 – 0.00

Rowsley Sports Pte. Ltd. 4,801,000 5.14 – 0.00

Rowsley Ltd(3) – 0.00 4,801,000 5.14

Garville Pte Ltd(3) – 0.00 4,801,000 5.14

Lim Eng Hock(3) – 0.00 4,801,000 5.14

Notes:

(1) Mr Jimmy Fong Teck Loon has direct interest of 54,969,800 shares held by Credit Suisse AG Singapore through

HSBC (Singapore) Nominees Pte Ltd.

(2) Mr Jimmy Fong Teck Loon is deemed to be interested in the 630,000 shares held by his spouse, Ms Brenda Yeo and

vice versa by virtue of Section 7 of the Companies Act, Cap. 50.

(3) Rowsley Ltd, Garville Pte Ltd and Lim Eng Hock are deemed to be interested in the 4,801,000 shares held by Rowsley

Sports Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap. 50.

3. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on their behalf

should sign and return the Proxy Form attached to the Notice of AGM in accordance with the instructions printed

thereon as soon as possible and in any event so as to arrive at the registered office of the Company at 37 Jalan

Pemimpin, #07-04 Clarus Centre, Singapore 577177, not later than forty-eight (48) hours before the time fixed

for the AGM. The appointment of a proxy by a Shareholder does not preclude him/her from attending and voting

in person at the AGM if he/she subsequently wishes to do so, in place of his/her proxy.

addendum


CPF investors may wish to check with their CPF Approved Nominees on the procedure and deadline for the

submission of their written instructions to their CPF Approved Nominees to vote on their behalf.

A Depositor shall not be regarded as a Shareholder entitled to attend the AGM and to speak or vote thereat

unless he/she is shown to have Shares entered against his/her name in the Depository Register, as certified by

the CDP, as at forty-eight (48) hours before the AGM.

4 DIRECTORS’ RECOMMENDATION

The Directors are of the opinion that the renewal of the Share Buyback Mandate is in the best interests of the

Company. Accordingly, they recommend that Shareholders vote in favour of the Resolution 10 relating to the

renewal of the Share Buyback Mandate at the forthcoming AGM.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in

this Addendum and confirm after making all reasonable enquiries, that to the best of their knowledge and belief,

this Addendum constitutes full and true disclosure of all material facts about the Proposed Renewal of the Share

Buyback Mandate, the issuer and its subsidiaries, and the Directors are not aware of any facts the omission

of which would make any statement in this Addendum misleading. Where information in the Addendum has

been extracted from published or otherwise publicly available sources or obtained from a named source, the

sole responsibility of the Directors has been to ensure that such information has been accurately and correctly

extracted from those sources and/or reproduced in the Addendum in its proper form and context.

6. DOCUMENTS FOR INSPECTION

Copies of the Company’s annual report for FY2012 and its memorandum and articles of association are available

for inspection at the registered office of the Company at 37 Jalan Pemimpin #07-04 Clarus Centre, Singapore

577177 during normal business hours from the date hereof up to and including the date of the forthcoming AGM.

Yours faithfully

For and on behalf of the Board of Directors of



Executive Chairman and Chief Executive Officer

notice of annual general meeting


NOTICE IS HEREBY GIVEN that the Annual General Meeting of Epicentre Holdings Limited (the “Company”) will

be held at Sapphire 3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road Singapore 769162, on

Thursday, 25 October 2012 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the financial year

ended 30 June 2012 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a tax exempt one-tier final dividend of 0.6 Singapore cents per ordinary share for the financial year

ended 30 June 2012 (2011: 2 Singapore cents per ordinary share). (Resolution 2)

3. To re-elect the following Directors of the Company retiring pursuant to Article 93 of the Articles of Association

of the Company:

Mr Siow Chee Keong (Retiring under Article 93) (Resolution 3)

Mr Ron Tan Aik Ti (Retiring under Article 93) (Resolution 4)

[See Explanatory Note (i)]

4. To approve the payment of Directors’ Fees of S$245,000 for the financial year ended 30 June 2012

(2011: S$261,668). (Resolution 5)

5. To re-appoint Messrs BDO LLP, Certified Public Accountants, as the Auditors of the Company and to authorise

the Directors of the Company to fix their remuneration. (Resolution 6)

6. To transact any other ordinary business which may properly be transacted at the Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any

modifications:

7. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act,

Cap. 50 and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange

Securities Trading Limited

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual Section B:

Rules of Catalist of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Directors of the

Company be authorised and empowered to:

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would

require shares to be issued, including but not limited to the creation and issue of (as well as

adjustments to) options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as

the Directors of the Company may in their absolute discretion deem fit; and



(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares

in pursuant of any Instrument made or granted by the Directors of the Company while this Resolution

was in force,

(the “Share Issue Mandate”)

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuant of the Instruments, made

or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall

not exceed one hundred per centum (100%) of the total number of issued shares (excluding treasury

shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of

which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to

existing shareholders of the Company shall not exceed fifty per centum (50%) of the total number of

issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance

with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the

aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the

percentage of issued shares and Instruments shall be based on the total number of issued shares

(excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution,

after adjusting for:

(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding and

subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the

provisions of the Listing Manual Section B: Rules of Catalist of the SGX-ST for the time being in force

(unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company;

and

(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue

in force (i) until the conclusion of the next Annual General Meeting of the Company or the date by which

the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or

(ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this

Resolution, until the issuance of such shares in accordance with the terms of the Instruments.

(Resolution 7)

[See Explanatory Note (ii)]



8. Authority to issue shares under the Epicentre Holdings Limited Performance Share Plan

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised and

empowered to offer and grant share awards under the Epicentre Holdings Limited Performance Share Plan (the

“Plan”) and to issue from time to time such number of shares in the capital of the Company as may be required

to be issued pursuant to the vesting of share awards under the Plan, whether granted during the subsistence of

this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued

pursuant to the Plan shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding

treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or

varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General

Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by

law to be held, whichever is earlier. (Resolution 8)

[See Explanatory Note (iii)]

9. Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual Section B: Rules

of Catalist of the SGX-ST, the Directors of the Company be authorised and empowered to issue such number

of shares in the Company as may be required to be issued pursuant to the Epicentre Holdings Limited Scrip

Dividend Scheme (the “Scheme”) from time to time in accordance to the terms and conditions of the Scheme

set out on pages 81 to 86 of the Circular dated 7 June 2010” and that such authority shall, unless revoked or

varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General

Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by

law to be held, whichever is earlier. (Resolution 9)

[See Explanatory Note (iv)]

10. Renewal of Share Buyback Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50, the Directors of the Company be

and are hereby authorised to make purchases or otherwise acquire issued shares in the capital of the Company

from time to time (whether by way of market purchases or off-market purchases on an equal access scheme)

of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital

of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up

to but not exceeding the Maximum Price as defined in the Addendum to shareholders dated 10 October 2012

(the “Addendum”, in accordance with the “Terms of the Share Purchase Mandate” set out in the Addendum,

and this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the

conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General

Meeting of the Company is required by law to be held, whichever is earlier (Resolution 10)

[See Explanatory Note (v)]

By Order of the Board

Chew Kok Liang

Yun Chee Keen

Joint Company Secretaries

Singapore

10 October 2012



Explanatory Notes:

(i) Mr Siow Chee Keong will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee, a

member of the Nominating Committee and Remuneration Committee respectively and will be considered independent.

Mr Ron Tan Aik Ti will, upon re-election as a Director of the Company, remain as Chairman of the Remuneration Committee,

a member of the Audit Committee and Nominating Committee respectively and will be considered independent.

(ii) Resolution 7 above, if passed, will empower the Directors of the Company from the date of this Annual General Meeting

until the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting

of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting,

whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to

such instruments, up to a number not exceeding, in total, one hundred per centum (100%) of the total number of issued

shares (excluding treasury shares) in the capital of the Company, of which up to fifty per centum (50%) may be issued other

than on a pro rata basis to existing shareholders of the Company.

For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the

Company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the

Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of the

Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting

at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.

(iii) Resolution 8 above, if passed, will empower the Directors of the Company, from the date of this Annual General Meeting until

the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is

required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier,

to issue shares in the Company pursuant to the vesting of share awards under the Plan provided that the aggregate additional

shares to be issued pursuant to the Plan do not exceeding in total (for the entire duration of the Scheme) fifteen per centum

(15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.

(iv) Resolution 9 above, if passed, will empower the Directors of the Company, from the date of this Annual General Meeting until

the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is

required by law to be held or when varied or revoke by the Company in a general meeting, whichever is the earlier, to issue

shares in the Company from time to time pursuant to the Epicentre Holdings Limited Scrip Dividend Scheme.

(v) Resolution 10 above, if passed, will empower the Directors of the Company from the date of this Annual General Meeting until

the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is

required by law to be held, whichever is the earlier, to purchase ordinary shares of the Company by way of market purchases

or off-market purchases of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in

the capital of the Company up to the Maximum Price as defined in Addendum. The rationale for, the authority and limitation

on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects

of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited

consolidated financial statements of the Company for the financial year ended 30 June 2012 are set out in greater detail in

the Addendum.



Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint not more than two

proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. If the appointer is a corporation, the instrument appointing a proxy must be executed either under its seal or under the hand

of an officer or attorney duly authorised.

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 37 Jalan Pemimpin, #07-

04, Clarus Centre, Singapore 577177 not less than forty-eight (48) hours before the time appointed for holding the Meeting.

4. This notice has been reviewed by the Company’s Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of

the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Company’s Sponsor has not independently verified the

contents of this notice.

This notice has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents

of this notice including the correctness of any of the statements or opinions made or reports contained in this notice.

The contact person for the Sponsor is:

Name: Mr Wong Chee Meng Lawrence, Registered Professional, RHT Capital Pte. Ltd.

Address: Six Battery Road #10-01, Singapore 049909

Tel: 6381 6757

NOTICE OF BOOK CLOSURE DATE

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 7 November

2012 for the purpose of determining the members’ entitlements to the tax exempt one tier final dividend to be proposed at the Annual

General Meeting of the Company to be held on 25 October 2012.

Duly completed registrable transfers in respect of the shares of the Company received by the Company’s Share Transfer Agent in

Singapore, Boardroom Corporate & Advisory Services Pte. Ltd. up to 5.00 p.m. on 7 November 2012 will be registered to determine

members’ entitlements to such dividend. Member whose Securities Accounts with The Central Depository (Pte) Ltd are credited with

shares of the Company as at 5.00 p.m. on 7 November 2012 will be entitled to such proposed dividend.

Payment of the said dividend, if approved by the members at the Annual General Meeting, will be paid on 21 November 2012.

By Order of the Board

Chew Kok Liang

Yun Chee Keen

Joint Company Secretaries

Singapore

10 October 2012

EPICENTRE HOLDINGS LIMITED(Company Registration No. 200202930G)


PROXY FORM

(Please see notes overleaf before completing this Form)

IMPORTANT:

1. For investors who have used their CPF monies to buy Epicentre

Holdings Limited’s shares, this Report is forwarded to them at the

request of the CPF Approved Nominees and is sent solely FOR

INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be

ineffective for all intents and purposes if used or purported to be

used by them.

3. CPF investors who wish to attend the Meeting as an observer must

submit their requests through their CPF Approved Nominees within

the time frame specified. If they also wish to vote, they must submit

their voting instructions to the CPF Approved Nominees within the

time frame specified to enable them to vote on their behalf.

I/We,

of

being a member/members of EPICENTRE HOLDINGS LIMITED (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at Sapphire 3, Level II, Social Clubhouse, Orchid Country Club, 1 Orchid Club Road, Singapore 769162, Thursday, 25 October 2012 at 10.00 a.m and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.)

No. Resolutions relating to: For Against

Ordinary Business

1 Directors’ Report and Audited Accounts for the financial year ended 30 June 2012

2 Payment of proposed tax exempt one-tier final dividend of 0.6 Singapore cents per ordinary share for the financial year ended 30 June 2012

3 Re-election of Mr Siow Chee Keong as a Director

4 Re-election of Mr Ron Tan Aik Ti as a Director

5 Approval of Directors’ Fees amounting to S$245,000

6 Re-appointment of Messrs BDO LLP as Auditors

Special Business

7 Authority to issue shares

8 Authority to issue shares under the Epicentre Holdings Limited Performance Share Plan

9 Authority to issue shares under the Epicentre Holdings Limited Scrip Dividend Scheme

10 Renewal of Share Buyback Mandate

Dated this day of 2012

Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Signature of Shareholder(s)or, Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register

(as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you

have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares

entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should

insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the

Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the

Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to

attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints more than one proxy, he/she shall specify the proportion of his/her shareholding to be represented by

each proxy. If no such proportion or number is specified the appointments shall be invalid unless he/she specifies the proportion

of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting.

Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such

event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the

Meeting.

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 37, Jalan Pemimpin,

#07-04 Clarus Centre, Singapore 577177 not less than forty-eight (48) hours before the time appointed for the Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in

writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its

seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed

by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the

instrument.

7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit

to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or

illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the

instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may

reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered

against his/her name in the Depository Register as at forty-eight (48) hours before the time appointed for holding the Meeting, as

certified by The Central Depository (Pte) Limited to the Company.

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Designed and produced by

(65) 6578 6522


37 Jalan Pemimpin

#07-04 Clarus Centre

Singapore 577177

Telephone: +65 6601 9100

Facsimile: +65 6601 9111

Website: www.epicentreasia.com

SINGAPORE | MALAYSIA | CHINA

Epicentre Holdings Limited_

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