Unaudited Full Year Financial Statements and Dividend...

Unaudited Full Year Financial Statements and Dividend Announcement for the financial year ended 31 December 2012

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Natural Cool Holdings Limited. (Registration Number: 200509967G) This announcement has been prepared by the Company and reviewed by the Company's Sponsor, CNP Compliance Pte Ltd ("Sponsor"), for compliance with the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this announcement including the accuracy or completeness of any of the information disclosed or the correctness of any of the statements or opinions made or reports contained in this announcement .This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr Thomas Lam at 36 Carpenter Street, Singapore 059915, telephone: (65) 6323 8383; email: [email protected]

PART I – INFORMATION REQUIRED FOR ANNOUNCEMENTS OF FULL YEAR RESULT 1(a) (i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year. CONSOLIDATED INCOME STATEMENT

Group

Year Ended 31 December

2012 2011 Increase/

(Decrease)

S$’000 S$’000 %

Revenue

142,863

136,920

4.34

Cost of sales

(118,800)

(112,633)

5.48

Gross profit 24,063

24,287

Other income

3,285

1,345

144.24

Distribution expenses

(5,702)

(6,455)

(11.67) Administrative expenses

(18,976)

(20,607)

(7.91)

Other expenses

(596)

(1,563)

(61.87)

Results from operating activities 2,074

(2,993)

Finance costs

(1,315)

(1,237)

6.31

Profit / (loss) before income tax 759

(4,230)

Income tax credit

138

570

(75.79)

Profit / (loss) for the year

897

(3,660)

Profit / (loss) attributable to: Owner of Company

987

(3,474)

NM

Non-controlling interest

(90)

(186)

(51.61)

Profit / (loss) for the year 897

(3,660)

Earnings per share: Basic earnings per share (cents)

0.53

(2.27)

Diluted earnings per share (cents)

0.53

(2.27)

Notes: NM: Not meaningful.


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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Group Year Ended 31 December

2012

2011

S$’000 S$’000

Profit / (Loss) for the year 897 (3,660)

Other comprehensive income: Foreign currency translation differences for foreign operations

(70) (171)

Total Comprehensive Income for the year

827 (3,831)

Attributable to:

Owners of the Company 940 (3,589)

Non-controlling interest (113) (242) Total Comprehensive Income for the year

827 (3,831)


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1 (a) (ii) Other notes: Profit from operations is arrived at after charging/(crediting) the following items:

Group Year Ended 31 December

2012 2011 S$’000 S$’000 Interest income (27) (15) Amortisation of intangible assets 169 245 Amortisation of club membership 272 454 Impairment loss for trade receivables 404 332 Depreciation for property, plant and equipment 3,068 2,357 Depreciation for investment properties 310 328 Impairment loss for property, plant and equipment - 378 Impairment loss for inventories

- 43

Loss on foreign exchange - net 99 28 Gain on disposal of property, plant and equipment (90) (436) Gain on disposal of investment properties (1,535) - Plant and equipment written-off 24 - (Over provision)/provision for listing expenses (181) 1,618


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1 (b) (i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. STATEMENTS OF FINANCIAL POSITION

Group Company

As at 31

December As at 31

December As at 31

December As at 31

December

2012 2011 2012 2011

S$’000

S$’000

S$’000

S$’000

Non-current assets

Property, plant and equipment

20,324

16,057

-

- Intangible assets

4,187

3,754

-

-

Club memberships

137

454

137

454 Investment properties

10,637

16,312

-

-

Subsidiaries

-

-

15,007

15,007 Deferred tax asset

1,686

2,128

-

-

36,971

38,705

15,144

15,461

Current assets Inventories

18,914

19,619

-

Trade and other receivables

47,837

44,525

9,602

7,132 Cash and cash equivalents

11,966

10,257

820

130

78,717

74,401

10,422

7,262

Less: Current liabilities Trade and other payables

58,468

56,339

204

386

Financial liabilities

2,661

4,429

-

- Current tax payable

1,873

2,588

-

7

63,002

63,356

204

393

Net current assets

15,715

11,046

10,218

6,869 Less: Non-current liabilities Financial liabilities

12,811

13,578

-

-

Deferred tax liabilities

286

446

-

-

13,097

14,024

-

-

Net assets

39,589

35,726

25,362

22,330

Share capital

31,957

28,957

31,957

28,957

Reserves

(3,572)

(3,525)

-

- Accumulated profits/(losses)

10,875

9,943

(6,595)

(6,627)

Shareholders’ equity

39,260

35,375

25,362

22,330 Non-controlling interest

329

351

-

-

Total equity 39,589

35,726

25,362

22,330


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1 (b) (ii) In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year. Group

As at 31

December As at 31

December

2012

2011

S$’000 S$’000

Amount repayable in one year or less, or on demand

Unsecured

Bridging loan 801 761

Short term loans - 1,629

801 2,390

Secured

Bank overdrafts 225 112

Short term loans 155 194

Current portion of bank loans 841 877

Finance lease payables 639 856

1,860 2,039

2,661 4,429

Amount repayable after one year

Unsecured

Bridging loan 138 938

Secured

Bank loans 10,666 11,066

Finance lease payables 2,007 1,573

12,673 12,639

12,811 13,577

Details of any collateral The bank loans are secured on:- (i) property, plant and equipment, investment properties and machineries with net book values as at 31

December 2012 of S$7,591,737, S$10,636,720 and $385,858 (FY2011: S$5,963,229, S$16,312,283 and $343,180) respectively;

(ii) fixed deposit pledged amounted to S$350,870 (FY2011: S$350,457); (iii) fixed and floating charge on inventories amounted to S$154,268 (FY2011 : S$191,496); and (iv) corporate guarantee by Natural Cool Holdings Limited.

In addition to the above securities, the Group has undertaken to deposit with a bank the insurance compensation of S$4,500,000 received for purpose of reinstatement of an investment property.

The finance lease payables are secured by motor vehicles, equipments and machines under the lease.


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1 (c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. CONSOLIDATED STATEMENT OF CASH FLOWS

Group Full year ended 31 Dec

2012 2011 S$’000 S$’000

Operating activities

Profit / (Loss) for the year 897 (3,660)

Adjustments for:

Amortisation of intangible assets 169 245

Amortisation of club membership 272 454

Amortisation of deferred revenue (1,300) (1,300)

Depreciation of property, plant and equipment 3,068 2,357

Depreciation of investment properties 310 328

Gain on disposal of property, plant and equipment (90) (436)

Gain on disposal of investment properties (1,535) -

Impairment loss on plant and equipment - 378

Plant and equipment written-off 24 -

(Over provision)/provision for listing expenses (181) 1,618

Tax credit (138) (571)

Interest expenses 1,315 1,237

Interest income

(27) (15) 2,784 635

Changes in working capital:

Inventories 705 (4,099)

Trade and other receivables (3,312) (4,356)

Trade and other payables

(957) 3,676

Cash flows used in operations

(780)

(4,144)

Income taxes paid

(295) (372)

Cash flows used in operating activities

(1,075) (4,516)


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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

Investing activities

Interest received 27 15

Proceeds from disposal of property, plant and equipment 282 823

Proceeds from disposal of investment properties 6,900 -

Proceeds from disposal of club membership 45 -

Purchase of investment property - (1,600)

Purchase of computer software (585) (63)

Purchase of club memberships - (908)

Purchase of industrial certificates - (337)

Purchase of property, plant and equipment (6,218) (3,563)

Receipt of profit guarantee - 360

Cash flows generated from / (used in) investing activities 451 (5,272)

Financing activities

Computer software grant received - 99

Dividends paid - (3,272)

Fixed deposit pledged to bank (1) 101

Interest paid (1,315) (1,237)

Non-trade amounts due to subsidiaries directors 1 (1)

Payment of listing expenses (83) (491)

Proceeds from issue of shares from the exercise of warrants of the Company - 2,202

Proceeds from issuance of share capital 3,000 -

Proceeds from bank borrowings 6,840 1,630

Repayment of bank borrowings (9,704) (3,471)

Repayment of finance lease liabilities (1,290) (1,384)

Cash flows used in financing activities (2,552) (5,824)

Net decrease in cash and cash equivalents (3,176) (15,612)

Effect on changes in foreign exchange rate 271 59

Cash and cash equivalents at beginning of year 9,795 25,348

Cash and cash equivalents at end of year 6,890 9,795

Cash and cash equivalents on balance sheet 11,966 10,257

Fixed deposit pledged (351) (350)

Bank overdrafts (225) (112)

Cash restricted in use (i)

(4,500) -

Cash and cash equivalents in the statement of cash flows 6,890 9,795 (i) Being insurance compensation of S$4,500,000 which is restricted solely for the purpose of reinstatement of an investment property.


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1(d) (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share capital

Capital reserve

Foreign currency

translation reserves

Warrants reserve

Accumulated profits

Total attributable

to equity holders of

the Company

Non-controlling

interest

Total equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At 1 January 2011 25,629 (3,378) (32) 1,126 16,689 40,034 593 40,627

Total comprehensive income for the year

-Loss for the year - - - - (3,474) (3,474) (186) (3,660)

Other comprehensive income

-Foreign currency translation differences - - (115) - - (115) (56) (171)

Total comprehensive income for the year - - (115) - (3,474) (3,589) (242) (3,831)

Transactions with owners, recorded directly in equity

Issue of shares 3,328 - - (1,126) - 2,202 - 2,202

Dividends paid - - - - (3,272) (3,272) - (3,272)

Total transactions with owners 3,328 - - (1,126) (3,272) (1,070) - (1,070)

At 31 December 2011 28,957 (3,378) (147) - 9,943 35,375 351 35,726


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTIN UED)

Share capital

Capital reserve

Foreign currency

translation reserves

Warrants reserve

Accumulated profits

Total attributable

to equity holders of

the Company

Non-controlling

interest

Total equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At 1 January 2012 28,957 (3,378) (147) - 9,943 35,375 351 35,726


-Profit for the year - - - - 987 987 (90) 897

Other comprehensive income

-Foreign currency translation differences - - (47) - - (47) (23) (70)

Total comprehensive income for the year - - (47) - 987 940 (113) 827


Issue of shares 3,000 - - - - 3,000 - 3,000 Acquisition of non-controlling interest without change in control

-

-

- -

(55)

(55) 91

36

Total transactions with owners 3,000 - - - (55) 2,945 91 3,036

At 31 December 2012 31,957 (3,378) (194) - 10,875 39,260 329 39,589


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STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Share capital

Warrants reserve

Accumulated

losses

Total equity

S$’000 S$’000 S$’000 S$’000

The Company At 1 January 2011 25,629 1,126 (283) 26,472 Total comprehensive income for the year

-Loss for the year - - (3,072) (3,072)


Issue of shares 3,328 (1,126) - 2,202

Declaration of dividends - - (3,272) (3,272) Total transactions with owners

3,328

(1,126)

(3,272)

(1,070)

At 31 December 2011 28,957 - (6,627) 22,330


-Profit for the year - - 32 32


Issue of shares 3,000 - - 3,000

At 31 December 2012 31,957 - (6,595) 25,362


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1. (d) (ii) Details of any changes in the company's share capital arising from rights issue, bonus issue,

share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.

In June 2012, the Company allotted and issued 40,000,000 new ordinary shares in the capital of the Company for subscription by way of private placement at S$0.075 per share. Following the placement exercise, the share capital of the Company increased to S$31,956,902 comprising 205,447,985 ordinary shares. The Company does not have any outstanding convertibles as at 31 December 2012. The Company does not have any treasury shares as at 31 December 2012. (d) (iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

Group and Company 2012 2011

Fully paid ordinary shares, with no par value

No. of shares No. of shares

At 1 January 165,447,985 143,427,621

Issue of new shares 40,000,000 22,020,364

At 31 December 2012 / 2011 205,447,985 165,447,985

(d) (iv) A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable.

2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.

The figures have neither been audited nor reviewed by the auditors.

3. Where the figures have been audited or reviewed, the auditors' report (including any qualifications

or emphasis of a matter).

Not applicable.

4. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied.

Except as disclosed in paragraph 5 below, the Group has applied the same accounting policies and methods of computation in the financial statements for the current reporting period as in those of the audited financial statements for the year ended 31 December 2012.


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5. If there are any changes in the accounting policies and methods of computation, including any

required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

The Group has adopted the new or revised Financial Reporting Standard (FRS) and the interpretation of FRS that become effective for the entities with financial period commencing 1 January 2012. Presently, the Group does not expect the adoption of the new or revised FRS and the interpretation of FRS to have any material impact on the financial statement.

6. Earnings per ordinary share of the group for the current financial period reported on and the

corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:

(a) based on the weighted average number of ordinary shares on issue; and

(b) on a fully diluted basis (detailing any adjustments made to the earnings). Group Full year ended 31 December 2012 2011 Net Profit / (loss) attributable to shareholders (S$’000)

987

(3,474)

Weighted average number of ordinary share in issue (No. of shares)-basic 186,050,725 152,714,346

Earnings per share (cents) - basic 0.53 (2.27) Weighted average number of ordinary share in issue (No. of shares)-diluted

186,050,725 152,714,346

Earnings per share (cents) - diluted 0.53 (2.27)

7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end of the (a) current financial period reported on and (b) immediately preceding financial year: (a) current financial period reported on; and (b) immediately preceding financial year.

Group Company As at 31

December As at 31

December As at 31

December As at 31

December 2012 2011 2012 2011 Net assets attributable to shareholders (S$’000)

39,260 35,375 25,362 22,330 Net asset value per share as at respective year (cents)

19.11 21.38 12.34 13.50


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8. A review of the performance of the group, to the extent necessary for a reasonable understanding of

the group's business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and

(b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Review of Income Statement The Group achieved revenue of S$142.86 million in FY2012, an increase of S$5.94 million, or 4.34% as compared to FY2011. This was due mainly to higher revenue registered by our Aircon division. Gross profit margin decreased marginally by 0.92% and was due mainly to higher labour costs. Other income increased by S$1.94 million to S$3.29 million and was due mainly to gain on disposal of properties at Hougang and Tagore. Distribution, administrative and other expenses collectively decreased by S$3.35 million or 11.71% to S$25.27 million. This was due mainly to non-recurrence of the legal and professional expenses incurred for the discontinued listing of our Switchgear division on the Growth Enterprise Market of Hong Kong Stock Exchange and lower salaries. This was partially offset by the increase in depreciation for property, plant and equipment which was due mainly to the acquisition of properties at Toh Guan. Decreases in distribution expenses were due mainly to lower advertising and entertainment costs. Finance costs increased by S$0.08 million in FY2012 and were due mainly to higher utilization of trade finance facilities. The tax credit in FY2012 was due mainly to tax savings derived from certain new tax incentives introduced by the government and overprovision of tax liabilities in prior years. Arising from the above, the Group reported a profit attributable to shareholders of S$0.99 million in FY2012 as opposed to a loss of S$3.47 million in FY2011. Review of Statements of Financial Position

Property, plant and equipment increased by S$4.27 million to S$20.32 million in FY2012. The increase was due mainly to acquisition of two properties at Toh Guan. Investment properties decreased by S$5.68 million to S$10.64 million in FY2012. The decrease was due to sale of properties at Tagore and Hougang. Current assets increased by S$4.32 million to S$78.72 million in FY2012. The increase was due mainly to increase in trade receivables.

Current liabilities decreased by S$0.35 million to S$63.00 million in FY2012. The decrease was due mainly to repayment of bank short term loans.


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Review of Statement of Cash Flows

Cash flow from operating activities was an outflow of S$1.08 million for FY2012 as compared to outflow of S$4.52 million for FY2011. This was due mainly to better business performance in FY2012 as compared to FY2011. Net cash inflow from investing activities of S$0.45 million for FY2012 was due mainly to the proceeds received from sale of properties at Hougang and Tagore and partially offset by the acquisition of two properties at Toh Guan. Net cash outflow from financing activities of S$2.55 million for FY2012 was due mainly to repayments of bank term loans and was partially offset by the proceeds from the drawdown of new bank loans and issuance of new shares.

9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any

variance between it and the actual results.

No specific forecast or prospect statement for the current financial period was previously disclosed to shareholders.

10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.

The Board expects the operating environment in the next 12 months to remain challenging. We will continue to focus on improving operational efficiency and cost control measures. .

11. Dividend (a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on?

No. (b) Corresponding Period of the Immediately Preceding Financial Year

Any dividend declared for the corresponding period of the immediately preceding financial year? No.

(c) Date payable

Not applicable. (d) Books closure date

Not applicable. 12. If no dividend has been declared/recommended, a statement to that effect.

No dividend has been declared.


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13. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its

previous full year.

Not applicable.

PART II-ADDITIONAL INFORMATION REQUIRED FOR FULL YE AR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results) 14. Segmented revenue and results for operating segments (of the group) in the form presented in the

issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year.

(a) Operating segment

2012 Aircon Switchgear Investment

Total

S$’000 S$’000 S$’000 S$’000

Revenue and expenses

External revenue 84,556 53,848 4,459 142,863

Inter-segment revenue 74 633 2,297 3,004

Total revenue of reportable segments 84,630 54,481 6,756 145,867

Interest income 31 23 9 63

Interest expense 322 647 384 1,353

Depreciation and amortisation 1,070 1,836 641 3,547 Reportable segment profit / (loss) before income tax 1,803 245 (1,319) 729

Other material non-cash items:

-Impairment of receivables 80 324 - 404

-Bad debts written-off 70 -* - 70

Reportable segment assets 42,916 47,115 30,098 120,129

Capital expenditure 5,661 2,160 576 8,397

Reportable segment liabilities 28,600 31,129 32,651 92,380


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2011 Aircon Switchgear Investment

Total S$’000 S$’000 S$’000 S$’000

Revenue and expenses

External revenue 78,426 54,065 4,429 136,920

Inter-segment revenue 504 229 3,252 3,985

Total revenue of reportable segments 78,930 54,294 7,681 140,905

Interest income 3 2 7 12

Interest expense 234 561 442 1,237

Depreciation and amortisation 724 1,459 806 2,989 Reportable segment profit / (loss) before income tax

1,147 (1,762) (542) (1,157)

Other material non-cash items: -Impairment of receivables 103 229 - 332

-Bad debts written-off 92 -* 451 543 -Impairment of property, plant and equipment

378 - - 378

-Allowance for stock obsolescence 43 - - 43

Reportable segment assets 36,680 48,849 27,453 112,982

Capital expenditure 3,637 6,522 730 10,889

Reportable segment liabilities 24,367 31,077 28,748 84,192

*Amount less than S$1,000.

b) Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items 2012 2011

S$’000 S$’000

Revenues

Total revenue for reportable segments 145,867 140,905

Elimination of inter-segment revenue (3,004) (3,985)

Consolidated revenue 142,863 136,920

Profit or loss

Total profit or loss for reportable segments 729 (1,157)

Other profit / (loss) 32 (3,066)

761 (4,223)

Elimination of inter-segment profits (2) (7)

Consolidated profit before income tax 759 (4,230)


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Assets

Total assets for reportable segments 120,129 112,982

Other assets 25,705 22,723

Elimination of inter-segment assets (30,146) (22,599)

Consolidated total assets 115,688 113,106

Liabilities

Total liabilities for reportable segments 92,380 84,192

Other liabilities 343 394

Elimination of inter-segment liabilities (16,624) (7,206)

Consolidated total liabilities 76,099 77,380

Other Material Items 2012

Reportable segment

totals

Adjustments

Consolidated

totals S$’000 S$’000 S$’000

Finance income 63 - 63

Finance cost 1,353 - 1,353

Capital expenditure 8,397 - 8,397

Depreciation and amortisation 3,547 272 3,819

Impairment of receivables 404 - 404

Bad debts written-off 70 - 70

Other Material Items 2011

Reportable segment

totals

Adjustments

Consolidated

totals S$’000 S$’000 S$’000

Finance income 12 3 15

Finance cost 1,237 - 1,237

Capital expenditure 10,889 (3,435) 7,454

Depreciation and amortisation 2,989 395 3,384

Impairment of receivables 332 - 332

Bad debts written-off 543 - 543

Impairment of property, plant & equipment 378 - 378

Allowance for stock obsolescence 43 - 43


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(b) Geographical information

Revenue 2012 2011

S$’000 % S$’000 % Singapore 135,849 95.09 132,072 96.46 China - - 48 0.03 India 337 0.24 548 0.40 Indonesia 381 0.27 282 0.21 Sri Lanka 92 0.06 - - Malaysia 5,710 4.00 3,970 2.90 Others* 494 0.34 - -

Total 142,863 100.00 136,920 100.00

Non-current assets** Singapore 26,908 76.26 28,188 77.06 Malaysia 7,772 22.03 7,780 21.27 India 605 1.71 609 1.67

Total 35,285 100.00 36,577 100.00

* Others include Hong Kong, Thailand, Vietnam and etc. ** Non-current assets consist of property, plant & equipment, intangible assets, club membership & investment properties

Major Customer Revenue from one customer of Group’s Aircon segment represents approximately S$5.54 million (FY2011: S$11.10 million) of the Group’s total revenue.

15. In the review of performance, the factors leading to any material changes in contributions to

turnover and earnings by the operating segments.

Please refer to paragraph 8.

16. A breakdown of sales as follows: Group 2012 2011 % increase/ S$’000 S$’000 (decrease)

(a) Sales reported for first half year 70,069 63,469 10 (b) Operating profit/(loss) after tax before deducting non-controlling interests reported for first half year

259

(498)

(152)

(c) Sales reported for second half year

72,794

73,451

(1)

(d) Operating profit/(loss) after tax before deducting non-controlling interests reported for second half year

638

(3,162)

(120)


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17. If the group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect.

No general IPT mandate has been obtained. 18. Disclosure of persons occupying managerial positions in the issuer or any of its principal

subsidiaries who are relatives of a director, chief executive officer or substantial shareholder of the Company pursuant to Rule 704(10) in the format set out below.

Name Age Family relationship with any director and/or substantial shareholder

Current position and duties, and the year the position was first held

Details of changes in duties and position held, if any, during the year

Chen Choon Hui

43 Brother of Steven Chen Choon Khee, Executive Chairman and substantial shareholder Mr Steven Chen Choon Khee resigned as Executive Chairman on 30 April 2012 and also ceased as substantial shareholder on 30 May 2012

Executive Director of Natural Cool Airconditioning & Engineering Pte Ltd (“NCAE”) Responsible for overseeing the business operations of NCAE’s Integrated Projects Department Mr Chen Choon Hui joined the Group on 1 February 2006, and has been holding the current position since 26 April 2010

Resigned with effect from 1 July 2012

Yap Geok Khim

47

Spouse of Joseph Ang Choon Cheng, CEO and substantial shareholder Sister-in-law of Eric Ang Choon Beng, Executive Director

Manager for Gathergates Switchgear Private Limited (“Gathergates”) Responsible for overall administrative matters in Gathergates Madam Yap Geok Khim joined the Group on 2 March 2006, and has been holding the current position since 2 March 2006

NA

Cheong Kim Hock

47

Cousin of Joseph Ang Choon Cheng, CEO and substantial

Manager of Gathergates Responsible for assisting business manager in

NA


of 21

shareholder Cousin of Eric Ang Choon Beng, Executive Director

various business development exercise undertaken by Gathergates Mr Cheong Kim Hock joined the Group on 2 March 2006, and has been holding the current position since 2 March 2006

Ang Choon Teck 44 Brother of Joseph Ang Choon Cheng, CEO and substantial shareholder Brother of Eric Ang Choon Beng, Executive Director

Senior Manager of Gathergates Responsible for business development for Gathergates Mr Ang Choon Teck joined the Group on 2 March 2006, and has been holding the current position since 2 March 2006

NA

Ang Siew Khim 49 Sister of Joseph Ang Choon Cheng, CEO and substantial shareholder Sister of Eric Ang Choon Beng, Executive Director Spouse of Edward Chia Puay Hwee, CEO of Gathergates Holding Limited and its subsidiaries (“Gathergates Group”) and Managing Director of Titans Power Holding Ltd and its subsidiaries (“Titans Group”) and substantial shareholder

Executive Director of VNS Manufacturing Pte. Ltd. (“VNS”) Responsible For business development for VNS Madam Ang Siew Khim joined the Group on 1 October 2007, and has been holding the current position since 1 April 2012

NA

Chia Peck Huan 52 Sister of Edward Chia Puay Hwee, CEO of Gathergates Group and Managing Director of

Manager of Gathergates

NA


of 21

Titans Group and substantial shareholder Sister-in-law of Ang Siew Khim, Executive Director of VNS

Responsible for overall procurement matters in Gathergates Madam Chia Peck Huan joined the Group on 29 June 2009, and has been holding the current position since 01 Jan 2012

19. Usage of proceeds from Placement Shares

In June 2012, the Company raised approximately S$2.99 million after deducting the Placement Shares expenses from its Placement Shares exercise. The proceeds of approximately S$1.5 million were earmarked to upgrade its switchgear products to meet new international standards and the balance of approximately S$1.49 million for working capital purposes. As at 31 December 2012, approximately S$122,700 of such proceeds earmarked to upgrade its switchgear products to meet new international standards were utilised, and there is a balance of approximately S$1,377,300 from the proceeds unutilised. Pending deployment of the proceeds, the Company has utilised this sum as working capital.

BY ORDER OF THE BOARD Joseph Ang Choon Cheng Chief Executive Officer Singapore 21 February 2013

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