Epicentre 2010 AR

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Annual Report 2010


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20mm

20mm

20mm

20mm

To be the Best Digital Lifestyle

Store in Asia. Delivering a

delightful customers shopping

experience and providing value

adds to our stakeholders;

Total Commitment to Customers,

unmatched service excellence and

innovative services for their one stop

shop Digital Lifestyle needs.

This document has been prepared by the Company and its contents have been reviewed by the Companys sponsor (Sponsor), Asian Corporate Advisors Pte. Ltd., orcompliance with the relevant rules o the Singapore Exchange Securities Trading Limited (Exchange). The Companys Sponsor has not independently verifed the contentso this document including the correctness o any o the fgures used, statements or opinions made.

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

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


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1Epicentre Holdings LimitedAnnual Report 2010

Contents

Corporate Prole 1

Chairmans Statement 3

Awards and Achievements 5

Board o Directors 6

Ten Reasons to Buy rom EpiCentre 9Store Listing 10

Corporate Inormation 13

Financial Highlights 15

Group Structure 16

Corporate Governance 17

Financial Contents 27

Financial Statements 28

Statistics o Shareholdings 81

Addendum 83Notice o Annual General Meeting 101

Notice o Books Closure 107

Proxy Form

Corporate Profle

Incorporated in Singapore in April 2002 and listed on

Singapore Exchange in January 2008, Epicentre Holdings

Limited is the rst Apple Premium Reseller in Asia

specialising in the sale o Apple brand products and its

complementary products. Headquartered in Singapore

and listed on the Singapore Exchange in January 2008,

Epicentre has nine outlets in Singapore and Malaysia.

Epicentre oers customers an one-stop shop Digital

Liestyle shopping experience. Customers can enjoy

an interactive shopping experience where they are

encouraged to touch, eel and test the range o Apple

products oered.

Other than a wide range o Apple products and accessories,

Epicentre also provides training and hands-on coaching

on Everything Mac & more....

Epicentre also provides ater-sales support at its stores. This

includes the iConcierge where support and guidance or

Mac users can be obtained and trade-in service, where

Apple products can be brought in or a valuation and trade

in or a new one.

innovationProvide resh, new & eective ideas, actions,

services & value add to our customers,

employees and stakeholders.


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2 Epicentre Holdings LimitedAnnual Report 2010

learningContinuous Learning.

Open learning and

sharing o knowledge

with one another.


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Chairmans StatementDear Valued Shareholders,

While FY 2010 was a challenging year, with an erratic

economic environment persisting throughout, despite

a slower economy which impacted consumers and

the retail market, the Epicenter Group successully

overcame the odds to turn in a strong perormance.

As a reection o the nancial results, group revenue

grew by 35.4% to S$88.1 million against S$65.1 million

in FY 2009. Although revenue rom third-party andproprietary brand complementary products saw

a year-on-year increase o 53.9% to S$16.2 million,

the bulk o the Groups revenue increase can be

attributed to the consistent strong demand or our

Apple branded products. The increase in revenue

derived rom Apple branded products accounted

or 75.3% o the total increase and the revenue rom

Apple branded products contributed 88% to the total

revenue in FY 2010.

As part o our ongoing eorts to urther sharpen the

Groups brand image, we embarked on a re-branding

exercise that involved a change in name rom Aor

Limited to Epicentre Holdings Limited. This move was

careully designed to help align our marketing eorts

with our corporate branding and enable consumers

to better identiy the company as an Apple Premium

Reseller.

Three new Singapore outlets opened during the

year at 313@ Somerset, Marina Bay Sands and ION

Orchard and together successully contributed a

S$25.3 million increase to our total revenue.

Our new stores in Malaysia, which opened in 2H oFY 2010, contributed to the already positive growth

generated by improved market sentiments, with

revenue generated rom this region surging by 14.8

percent to S$10.5 million against S$9.2 million in

FY 2009.

We will continue expanding in Malaysia by setting up

more new outlets at prime locations in the country.

Two new Epicentre outlets at the Lim Kok Wing

Campus Store and IOI Mall opened in March 2010

and June 2010 respectively. The Campus Store has

already made a positive contribution to our revenue in

Malaysia, which posted a year-on-year increase o S$1.4

million to S$10.5 million.

We ended the year on a high note with nine outlets

six in Singapore and three in Malaysia and a strong

springboard or uture growth in the coming years in

existing and new markets.

One o the most exciting developments, and a

key ocus o our expansion strategy, is our plan to

venture into the China market both in the orm o

joint venture partnerships and also through mergers

and acquisitions. Designed to leverage our already

successul business model and established market

networks, we are condent that we will be able to

address Chinas pent-up demand or Apple-branded

products.

In view o the Groups protable perormance and in

appreciation o our valued shareholders, the Board

recommends a rst and nal tax-exempt (one-tier)

dividend o 2.0 cents per ordinary share or the

nancial year ended 30 June 2010, to be approved

at the orthcoming Annual General Meeting on 29

October 2010.

Going orward, we expect the economic conditions

to remain uncertain with increasing competition

in the industry and a tight labour orce. However, a

sense o optimism underpinned by the launch o the

iPad and iPhone 4, together with a backdrop o global

economic recovery, will continue to drive demand or

technology gadgets and consumer spending.

On behal o the Board o Directors, I wish to take

this opportunity to welcome Mr. Ron Tan aboard

as our non-executive independent director. Mr. Tan

brings to the Group a nely balanced mix o public,

corporate and entrepreneurial experiences in the

eld o licensing and merchandising, retail, ranchising

and intellectual property production. His wealth

o experience will greatly benet the Group as he

contributes new and resh perspectives to enhance

the Groups business strategies and directions.

I would like to express my appreciation to the

management and sta or their commitment and

dedication throughout 2010. We are grateul to all

our customers, suppliers and business associates or

their unwavering support and contribution over the

years, and we look orward to orging more closepartnerships to deliver even better value and services

to our customers in 2011.

Lastly, I would also like to thank our shareholders or their

support and condence in our Group, and the Board

members or their invaluable counsel and guidance.

Operations Review

FY 2010 was a protable year or the Group with net

prot attributable to shareholders reported to be at

S$3.4 million, which translated to a substantial 87.7%

increase as compared to S$1.8 million in FY 2009.

In view o the improved prot, earnings per share or

the year based on the weighted average number o

ordinary shares issued, rose signicantly to 3.6 cents with

net tangible assets backing per ordinary share based on

our issued share capital being reported at 19 cents.

Cost o sales was expectedly higher at S$73.8 million on

the back o a strong surge in revenue. In line with our

expansion plan, our inventory has also increased rom

S$5.1 million in FY 2009 to S$8.1 million in FY 2010. This

was partly due to the increase in the total number o

stores rom our to nine, as well as an anticipated increasein consumer demand or Apple branded products.

As a result o the higher working capital required to

support the marketing eorts and setting up o new

stores, the Groups net cash position was reported to be

S$9.3 million in FY 2010 as compared to S$10.1 million

last scal year.

During the year, we have also been consistent in our

eorts to manage costs and improve productivity

within the organization. We continue to work diligently

together with suppliers to bring the best value to our

clients. We have reaped the benets o the Enterprise

Resource Planning (ERP) system which we launched

last year, internalizing a system that acilitates aster

inormation ow, so as to enable better accountability

and aster decision-making. Additionally, our Customer

Relationship Management (CRM) system has also

enhanced our competency, enabling us to urther

improve the experience o our customers.

As we move orward, we will continue to secure more

strategic locations or the setting up o outlets. Building

on our strong established marketing competency, we

will also assess suitable opportunities with other liestylebrands to expand our business.

Jimmy Fong Teck Loon

Executive Chairman and Chie Executive Ofcer


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

Act on the best interests o the company.Speed in execution and implementation.


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Awards and Achievements

01 - Apple South Asia Conerence 2010, Platinum Partner Award

02 - Singapore Prestige Brand Award 2009 - Promising Brand Winner

03 - Apple Top 3 Merchandising Award 2009

04 - Apple Top APR POS Asia 2008

05 - Apple Top POS - Asia 2007

06 - Apple Best POS Asia 2006

07 - Best Apple Centre 2003 - Gold Singapore 2003

01 02 03 04

06 0705


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Board o Directors

Jimmy Fong Teck LoonExecutive Chairman & Chie Executive Ofcer

Mr Fong is our Executive Chairman and Chie Executive Ocer and was the

ounder o the Group. He was appointed to our Board on 9 April 2002. He

is responsible or setting the strategic direction, tracking the nancial and

protability growth o the Group, managing the business and overseeing

all aspects o business growth and development o the Group. He has

more than 12 years o experience in audit, management, IT and nance

with commercial and nancial organisations in Asia and Singapore. In

1991, he began his career as a Trainee Bank Ocer and was with Oversea-

Chinese Banking Corporation as an IT system auditor beore moving on

to hold various senior audit and nance positions in nancial institutions

and corporations, such as, Citibank, Schlumberger Oileld Services, SunMicrosystems and I.B.M. World Trade Asia Corporation. Prior to establishing

our Company in 2002, he held senior management positions in nance

and was the Director o Finance or the Asia Pacic region with Intensia

Asia Pacic. He holds a Bachelor o Commerce and Administration rom the

Victoria University o Wellington, New Zealand, majoring in accountancy

with a minor in IT. In 1998, he also obtained a Master o Business

Administration rom Rutgers, the State University o New Jersey, the USA.

Brenda Yeo

Executive Director

Ms Yeo is our Executive Director who was appointed to our Board on 21

February 2007. She oversees the human resource department o our Group

and has more than 7 years o experience in human resource. In 2005, she

rst 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 rom the International Business and Management Education

Centre.

Siow Chee KeongLead Independent Director

Mr Siow is is our Lead Independent Director and was appointed to our

Board on 10 December 2007. He has more than 25 years o audit and

management experience in operations, business systems, inormation

technology, nance and accounting with commercial and nancial

organisations in Canada, USA, England and Singapore. He is currently

the Managing Director o JF Virtus Pte. Ltd. and oers audit, risk and

consultancy services to exchange listed companies. Mr Siow qualied as a

Chartered Certied Accountant with the Association o Chartered Certied

Accountants in 1981, a Certied Internal Auditor with the Institute o Internal

Auditors Inc. in 1985, a Certied General Accountants with the Certied

General Accountants o Canada in 1990 and is a member o the Institute o

Certied Public Accountants o Singapore. He graduated rom the Universityo Warwick, England, with a Master o Business Administration. Mr Siow is

on board o several listed and private companies, and is a member o the

Singapore Institute o Directors.

From let to right: Mr. Siow Chee Keong, Mr. Lee Keen Whye, Ms. Brenda Yeo, Mr. Jimmy Fong Teck Loon, Mr. Ron Tan Aik Ti, Mr. Liu Zhipeng


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Liu ZhipengIndependent Director

Mr Liu is our Independent director and was appointed to our Board on 10

December 2007. Mr Liu is an advocate and solicitor o the Supreme Court

o Singapore and currently also a director with Quantum Law Corporation,

where he advises on corporate and commercial matters, banking, nance

and real estate matters. Mr Liu graduated rom the University o Nottingham

and joined Messrs William Lai & Alan Wong (now known as WLAW LLC) as

a legal assistant ater being called to the Singapore Bar in July 1997. Mr Liu

then joined Societe Generale as their in-house legal counsel rom 1999 to

2000. Prior to joining Quantum Law Corporation, Mr Liu was an associate

with Wong Partnership LLPs Corporate Real Estate Department rom April

2006 to April 2007 and a partner with Chang See Hiang & Partners rom

November 2000 to February 2006.

Lee Keen WhyeIndependent Director

Mr Lee is our Independent Director and was appointed to our Board on

10 December 2007. He is the Managing Director o Strategic Alliance

Capital Pte Ltd (SAC), a venture capital and investment management

advisory company. Prior to ounding SAC, Mr Lee was the ounder and

Managing Director o Rothschild Ventures Asia Pte Ltd, a member o the

N M Rothschild & Sons global merchant banking group, and worked thererom 1990 to 1997. He was Associate Director with Kay Hian James Capel

Pte Ltd which he joined in 1987 as Head o Research or Singapore and

Malaysia. Between 1985 and 1987, Mr Lee was based in Caliornia and

worked with venture capital companies seeking investments in emerging

growth companies. Prior to that, he was an Investment Manager with the

Government o Singapore Investment Corporation. Mr Lee currently sits on

the boards o several companies, including Santak Holdings Ltd, Oniontech

Limited and Ultro Technologies Limited, which are listed on the SGX-ST.

Mr Lee holds a Masters Degree in Business Administration rom Harvard

Business School and a Bachelors Degree in Business Administration rom

the University o Singapore.

Ron Tan Aik TiIndependent Director

Mr. Tan was appointed to our Board in 2010. Exercising a wealth o

experience in licensing, merchandising, retail and distribution markets,

Mr. Tan is currently the Director o Friven Asia Production (since 2008), the

exclusive Asian licensee and merchandiser o the popular Hi-5 Group. The

company was acquired by a SGX-listed company Friven& Co in March

2009. Mr. Tan is also concurrently the Managing Director o VINCI Pte Ltd

(since 2006), a licensing and merchandising company in Asia.

Mr. Tan has also served in various distinguished and management positions

at Media Corporation o Singapore, LexisNexis Asia Pacic in Singapore and

Hong Kong, and the Singapore Tourism Board/ Economic Development

Board o Singapore.

Mr. Tan was awarded the prestigious Singapore Government scholarship

to pursue his Bachelor degree in Tourism at the University o Hawaii at

Manoa.

visionAbility to think and plan ahead

according to business needs.


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excellencePerorm 2Q & 1T.

Quality Service to Customers. Quantity to Sales.

Transcend Beyond Job Scope.


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Free

Membership

Best Value

Deals

FreeSeminars and Training GreatLocations

Trade-in

ServicesLatest and Widest

Range o Apple Accessories

iConciergeServices

Qualifed and CertifedMac Evangelist

30-Day Extended

Exchange Period

One-Stop

Service Centre


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Store Listing Singapore

Malaysia

EpiCentre@ION Orchard (New)2 Orchard Turn

#B3-14, ION Orchard

Singapore 238801

Tel : +65 6509 5028

EpiCentre@313 Somerset (New)313 Orchard Road,

#01-19/20, 313@Somerset

Singapore 238895

Tel: +65 6509 5043

EpiCentre@Marina Bay Sands (New)2 Bayront Avenue #B2-100A

The Shoppes at Marina Bay Sands

Singapore 018972

Tel: +65 6688 7070

EpiCentre@IOI Mall (New)

Lot E27 & 28, Ground Floor, IOI Mall, Batu 9Jalan Puchong, Bandar Puchong Jaya

47100, Puchong, Selangor Darul Ehsan

Tel: +603 8075 0870/0871

EpiCentre@Lim Kok Wing Campus Store (New)

Lot 27, Innovasi 1-1, Jalan Teknorat 1/163000, Cyberjaya, Selangor Darul Ehsan

Tel: +603 83180300


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EpiCentre@Wheelock501 Orchard Road

#02-20/23, Wheelock Place

Singapore 238880

Tel : +65 6238 9375

EpiCentre@Bugis200 Victoria Street

#01-56, Bugis Junction

Singapore 188021

Tel : +65 6338 4855

EpiCentre@Suntec

3 Temasek Boulevard#02-179, Suntec City Mall

Singapore 038983

Tel : +65 6835 8168

EpiCentre@Pavilion KL

168 Jalan Bukit BintangLot 5.24.07, Level 5, Pavilion

55100 Kuala Lumpur

Tel : +603 2141 6378


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integrityBe honest; keep to promise and

deliver as promised.


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FULL NAME OF COMPANY

Epicentre Holdings Limited

COMPANY REGISTRATION NUMBER

200202930G

WEBSITE

www.epicentreorchard.com

BOARD OF DIRECTORS

Jimmy Fong Teck Loon (Executive Chairman and

Chie Executive Ofcer)

Brenda Yeo (Executive Director)

Lee Keen Whye (Independent Director)

Liu Zhipeng (Independent Director)

Ron Tan Aik Ti (Independent Director)

Siow Chee Keong (Independent Director)

AUDIT COMMITTEESiow Chee Keong (Chairman)

Lee Keen Whye

Liu Zhipeng

Ron Tan Aik Ti

NOMINATING COMMITTEE

Liu Zhipeng (Chairman)


Lee Keen Whye

Ron Tan Aik Ti

Siow Chee Keong

REMUNERATION COMMITTEE

Lee Keen Whye (Chairman)

Liu Zhipeng

Ron Tan Aik Ti

Siow Chee Keong

REGISTERED OFFICE

501 Orchard Road

#02-20/22, Wheelock Place

Singapore 238880

Telephone: +65 6238 9376

Facsimile: +65 6238 7681

COMPANY SECRETARY

Chew Kok Liang

Nathaniel Chelvarajah Vanniasingham

AUDITORS

BDO LLP

Public Accountants and Certied Public Accountants

19 Keppel Road

#02-01, Jit Poh Building

Singapore 089058

Partner-in-charge: Lew Wan Ming

Appointed since nancial year ended 30 June 2009

SHARE REGISTRAR & SHARE TRANSFER OFFICE

Boardroom Corporate & Advisory Services Pte. Ltd.

50 Rafes Place

#32-01, Singapore Land Tower

Singapore 048623

Telephone: +65 6536 5355

Facsimile: +65 6536 1360

PRINCIPAL BANKERS

Oversea-Chinese Banking Corporation Limited

Citibank, N.A., Singapore Branch

Standard Chartered Bank

Corporate Inormation


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teamworkBe proactive to achieve Companys

vision, mission & objective. Trust ineach others proessionalism.


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Financial Highlights

Revenue(S$M)

2010 20102009 20092008 20082007 20072006 2006

37.9 2.0

64.33.3

51.0

3.5

65.1

1.8

88.13.4

Net Proft Attributable toShareholders(S$M)

2010 20102009 20092008 20082007 20072006 2006

5.6

2.4

11.7

4.0

7.8

4.3

10.9

2.1

14.3 4.1

Gross Proft(S$M)

Proft Beore Tax(S$M)


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SINGAPORE

Epicentre Holdings Limited

501 Orchard Road, Wheelock Place,

#02-20/22 Singapore 238880

Telephone: +65 6238 9376

Facsimile: +65 6238 7681

Epicentre Pte. Ltd.


#02-20/22 Singapore 238880

Telephone: +65 6238 9376

Facsimile: +65 6238 7681

Epicentre Solutions Pte. Ltd.


#02-20/22 Singapore 238880

Telephone: +65 6238 9376Facsimile: +65 6238 7681

Epi Liestyle Pte. Ltd.


#02-20/22 Singapore 238880

Telephone: +65 6238 9376

Facsimile: +65 6238 7681

MALAYSIA

Aor Sdn. Bhd

Central Plaza Suite 170617th Floor, 34 Jalan Sultan Ismail,

Kuala Lumpur, Malaysia

Telephone: +603 2141 1787

Facsimile: +603 2141 3787

Epicentre HoldingsLimited

Epicentre Pte. Ltd.

100%

Epi Liestyle Pte. Ltd.

100%

Epicentre Solutions Pte. Ltd.

100%

Aor Sdn Bhd

100%

Group Structure

Group o Companies


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Corporate Governance

The corporate governance report sets out how the Company has eective ly applied the principles o good corporate governance in

a disclosure-based regime where accountability o the Board to the Companys shareholders and o the management to the Board

provides the ramework or achieving a mutually beneicial tripartite relationship aimed at creating, enhancing and growing sustainable

shareholders value.

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

corporate governance and transparency are practiced or the protection o shareholders interest. This report outlines the Companyscorporate governance processes with speciic reerence to the Code o Corporate Governance (the Code).

The Boards conduct o its Aairs

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

responsible or the success o the company. The Board works with Management to achieve this and the Management remains

accountable to the Board.

The Board o Directors (the Board) comprises our independent directors and two executive directors having the appropriate mix o

core competencies and diversity o experience to direct and lead the Company. At the date o this report, the Board comprises the

ollowing members:

Mr. Jimmy Fong Teck Loon (Chairman and Chie Executive Oicer)

Ms. Brenda Yeo (Executive Director)

Mr. Siow Chee Keong

Mr. Lee Keen Whye

Mr. Liu Zhipeng

Mr. Ron Tan Aik Ti (appointed on 3 August 2010)

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

Generally the responsibilities o the Board include:

reporting to the shareholders and the market; approving corporate strategy; reviewing business results, monitoring budgetary controls and corrective action (i required); sanctioning and monitoring major investment, unding decisions, and strategic commitments; ensuring adequate risk management processes; reviewing internal controls and internal and external auditor reports; approving the release o the Groups hal yearly and ull year unaudited inancial results, related party transactions o material

nature and the submission o the unaudited inancial results and the relevant checklists to the Sponsor;

assumes responsibility o the Corporate Governance Report;

monitoring the Board composition, director selection and Board processes and perormance; reviewing and approving executive directors remuneration; the reviewing, removal and appointment o the company secretary; and reviewing o material transactions o the Company.


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Regular meetings are held to review the perormance o the business and approve the public release o periodic inancial results.

The Board has ormed Board Committees namely the Audit Committee, the Nominating Committee and the Remuneration Committee

to assist in carrying out and discharging its duties and responsibilities eiciently and eectively.

The ollowing table shows the number o meetings held by the Board and Board Committees and the attendance o the Directors or

the inancial year ended 30 June 2010.

Director Board Audit Committee

Remuneration

Committee

Nominating

Committee

Number o Meetings Held 2 3 1 1

Number o Meetings Attended

Jimmy Fong Teck Loon 2 3* 1* 1

Johnson Goh Ann Ann(1) 1 1* 1* 1*

Brenda Yeo 2 3* 1* 1*

Siow Chee Keong 2 3 1 1

Lee Keen Whye 2 3 1 1

Liu Zhipeng 2 3 1 1

Ron Tan Aik Ti (2) 0 0 0 0

* By invitation

(1) Johnson Goh Ann Ann resigned on 14 December 2009.

(2) Ron Tan Aik Ti was appointed to the Board on 3 August 2010.

Board Composition and Balance

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

on corporate aairs independently, in particular, rom Management. No individual or small group o individuals should be

allowed to dominate the Boards decision making.

The Board consists o six directors o whom 4 are Independent Directors. The cr iter ion or independence is based on the deinition given

in the Code. The Board considers an independent Director as one who has no relationship with the Company, its related companies

or oicers that could interere, or be reasonably perceived to interere, with the exercise o the Directors independent judgement o

the conduct o the Groups aairs.

The composition o the Board i s reviewed on an annual basis by the Nominating Committee to ensure that the Board has the appropriate

mix o expertise and experience, and collectively possess the necessary core competencies in business, investment, industry knowledge,

accounting and legal or eective unctioning and inormed decision-making.


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As at current date, Independent Directors comprise more than one third o the Boards composition. The Board has undertaken a ull

review o its composition. It is o the opinion that, with a signiicant majority o the Directors being non-Executive and Independent

Directors, the Board continues to be able to exercise objective judgement independently o the management. The non-Executive

and Independent Directors have constructively challenged and contributed to various proposals and reviewed strategy, management

perormance and reporting ramework.

Key inormation regarding the Directors is given in the Board o Directors section on pages 6 to 7 o the annual report.

Chairman and Chie Executive Oicer

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

executive responsibility o the companys business which will ensure a balance o power and authority, such that no one

individual represents a considerable concentration o power.

The Board is o the view that it is in the best interests o the Group to adopt a single leadership structure, whereby the CEO and Chairman

o the Board is the same person, so as to ensure the decision-making process o the Group would not be unnecessarily hindered. As

such, the Board believes that there are adequate saeguards in place against an uneven concentration o power and authority in a single

individual. The respective Board Committees vet all major decisions made by the Chie Executive Oicer, Mr. Jimmy Fong Teck Loon.

The Group Executive Chairman (Executive Chairman) and Chie Executive Oicer, Mr. Jimmy Fong, plays a pivotal role overseeing

the overall management and strategic development o the Group. As Executive Chairman and Chie Executive Oicer o the Group,

he ormulates the policies and supervises the business operations. He schedules Board meetings as and when required and sets the

agenda or the Board meetings. In addition, he sets guidelines on and ensures quality, quantity, accuracy, and timeliness o inormation

low between the Board, Management and shareholders o the Company and also encourages the constructive relationship within the

Board between executive director and non-executive directors, and between the Board and the management. He is also instrumental

in increasing its geographical network by expanding into overseas market.

The Company has also appointed Mr. Siow Chee Keong as the Lead Independent Director pursuant to the recommendations o the Code.

The Lead Independent Di rector will be avai lable to shareholders where they have concerns when contact through the normal channels

o the Executive Chairman and Chie Executive Oicer has ailed to resolve or or which such contact is in-appropriate.

Board Membership

Principle 4: There should be a ormal and transparent process or the appointment o new directors to the Board. As a

principle o good corporate governance, all directors should be required to submit themselves or re-nomination and

re-election at regular intervals.

The Nominating Committee (NC) comprises the ollowing ive directors all o whom, including the Chairman are independent except

or Mr. Jimmy Fong Teck Loon.

Mr. Liu Zhipeng (Chairman)Mr. Jimmy Fong Teck Loon

Mr. Siow Chee Keong

Mr. Lee Keen Whye

Mr. Ron Tan Aik Ti


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The NC unctions under the terms o reerence which sets out its responsibi lities as ollows:

to recommend to the Board on all new board appointments, re-appointments and re-nominations; to consider and determine on an annual basis, whether or not a Director is independent; and to assess the perormance and eectiveness o the Board as a whole and the eectiveness and contribution o each Director to

the Board.

The independence o each Director is reviewed annually by the NC based on the Codes deinition o what constitute an independent

Director.

The Articles o Association o the Company require:

one-third o the Directors are to retire rom oice at each Annual General Meeting (AGM). Accordingly, the Directors will submitthemselves or re-nomination and re-election at regular intervals o at least once every three years; and

the directors appointed during the course o the year must retire and submit themselves or re-election at the next Annual GeneralMeeting o the Company ollowing their appointments.

Board Perormance

Principle 5: There should be a ormal assessment o the eectiveness o the Board as a whole and the contribution by each

director to the eectiveness o the Board.

The Nominating Committee (NC) assesses the perormance o the Board as a whole in view o the complementary and collective nature

o the Directors contributions. The NC has established objective perormance criteria by which the Boards perormance and individual

Directors perormance may be evaluated.

The NC examines and considers the Board s s ize and is satisied that it is appropriate or eective decision making, taking into account

the nature and scope o the Companys operations.

Mr. Jimmy Fong Teck Loon, Executive Chairman, Mr. Lee Keen Whye and Mr. Ron Tan Aik Ti both non-Executive Directors are due to retire

by rotation at the orthcoming annual general meeting in accordance with the Articles o Association o the Company. Arising rom the

NCs evaluation o the Board and individual Directors perormance which among other actors, includes their attendance at the Board

meetings, the intensity o participation in the proceedings at the meetings and the quality o their contributions to the Company, the

NC recommends to the Board the nomination o these Directors or re-election at the orthcoming annual general meeting.

Access to Inormation

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

inormation prior to board meetings and on an on-going basis.

All Directors are rom time to time urnished with inormation concerning the Company to enable them to be ully cognizant o thedecisions and actions o the Companys executive management. The Board has unrestricted access to the Companys records and

inormation.


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Senior members o the management sta are available to provide explanatory inormation in the orm o brieings to the Directors or

ormal presentations in attendance at Board meetings, or by external and internal auditors.

The Board has separate and independent access to the Company Secretary and to other senior management executives o the Company

and o the Group at all times in carrying out their duties. The Company Secretary attends all Board meetings and meetings o the Board

Committees and ensures that the Board procedures are ollowed and that applicable rules and regulations are complied with. The minutes

o all Board Committees meetings are circulated to the Board.

The members are aware that they can take independent proessional advice , i necessary, at the Companys expense.

Remuneration Committee

Procedures or Developing Remuneration Policies

Principle 7: There should be a ormal and transparent procedure or developing policy on executive remuneration

and or ixing the remuneration packages o individual directors. No director should be involved in deciding his own

remuneration.

The Remuneration Committee (RC) comprises our directors and all are non-executive and independent. The members o the RC are:

Mr. Lee Keen Whye (Chairman)

Mr. Siow Chee Keong

Mr. Liu Zhipeng

Mr. Ron Tan Aik Ti

The RC recommends to the Board a ramework o remuneration or the Directors and Executive Oicers, and determine speciic

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

All aspects o remuneration, including but not limited to Directors ees, salaries, allowances, bonuses and beneits in kind, are covered

by the RC. Each RC member will abstain rom voting on any resolution in respect o his remuneration package.

The RC unctions under the ollowing terms o reerence which sets out its responsibi lities:

to recommend to the Board a ramework or remuneration or the Directors and key executives o the Company; to determine speciic remuneration package o each Executive Director; to review the appropriateness o remuneration awarded to non-executive directors; and to review the remuneration o employees occupying managerial positions who are related to Directors and substantial

shareholders.

The recommendations o the RC are submitted to the Board or endorsement. The RC is provided with access to expert proessionaladvice on the remuneration matters as and when necessary. The expense o such services is borne by the Company.


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Level and Mix o Remuneration

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

company successully but companies should avoid paying more than is necessary or this purpose. A signiicant proportion

o executive directors remuneration should be structured so as to link rewards to corporate and individual perormance.

Disclosure on Remuneration

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

the procedure or setting remuneration, in the companys 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 perormance.

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

industry and in comparable companies. The remuneration o Non-Executive Directors is also reviewed to ensure that the remuneration

commensurate with the contributions and responsibilities o the Directors.

The ees structure or Directors is assessed by the Board annually ater benchmarking such ees against those in the public and privatesectors. Epicentre Holdings Limited believes that the ees are competitive and its Directors are adequately compensated in line with

market norms.

The Executive Chairman had service agreement which covers the terms o employment , salar ies and other bene its. None o the Non-

Executive Directors has any service contracts with the Company and they receive remuneration by way o Directors ees. These Directors

ees are proposed by the Company as a lump sum to be approved by shareholders at the AGM.

The details o the remuneration o Executive and Non-Executive Directors o the Company, disclosed in the relevant bands, or services

rendered during the inancial year ended 30 June 2010 are as ollows:

Remuneration Band Directors

Salary & Bonus

%

Fees

%

Total

%

S$250,000 to S$499,999 Jimmy Fong Teck Loon 100 100

Below S$250,000 Johnson Goh Ann Ann 100 100

Brenda Yeo* 100 100

Siow Chee Keong 100 100

Lee Keen Whye 100 100

Liu Zhipeng 100 100

* Brenda Yeo, Executive Director, is the spouse o Mr. Jimmy Fong Teck Loon, Executive Chairman and Chie Executive Oicer as well

as the substantial shareholder. Save as disclosed above, none o the employee who is an immediate amily member o Directors andsubstantial shareholders.


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Key Executives o the Group

The Code requires the disclosures o the remuneration o, at minimum, the top ive executives who are not Directors and who are within

the remuneration band o S$250,000. The range o the gross remuneration o the top ive executives o the Group or the inancial year

ended 30 June 2010 is shown below:

Remuneration Band Number o Key Executives

2010 2009

S$250,000 to S$499,999

Below S$250,000 5 5

Accountability and Audit

Accountability

Principle 10: The Board should present a balanced and understandable assessment o the companys perormance, position

and prospects.

The Board is accountable to the shareholders and is mindul o its obligations to urnish t imely inormation and to ensure ull disclosure

o material inormation to shareholders in compliance with statutory requirements and the Listing Manual o SGX-ST, Section B rules o

Catalist.

Price sensitive inormation is publicly released either beore the Company meets with any group o investors or analysts or simultaneously

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

In turn, management o the Company provides the Board with balanced and understandable accounts o the Groups perormance,

inancial position and business prospects on a regular basis.

Audit Committee

Principle 11: The Board should establish an Audit Committee with written terms o reerence which clearly set out its

authority and duties.

The Audit Committee comprises the ollowing members:

Mr. Siow Chee Keong (Chairman)

Mr. Lee Keen Whye

Mr. Liu Zhipeng

Mr. Ron Tan Aik Ti

All the members are Independent and Non-Executive Directors.


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The Audit Committee unct ions under the terms o reerence which sets out its responsibi lities as o llows:

to review the audit plans o both the external and internal auditors; to review the auditors reports and their evaluation o the Companys and the Groups system o internal controls; to review the eectiveness and adequacy o internal audit unction which is outsourced to a proessional irm; to review the co-operation given by the Companys oicers to the internal and external auditors; to review the inancial statements o the Company and the Group beore submission to the Board; to nominate and review the appointment o internal and external auditors; to review with auditors and Management on the general internal control procedures; to review the independence o the internal and external auditors; and to review interested person transactions, i any; to review all announcements relating to or in respect o the inancial perormance o the Group.The Audit Committee has the power to conduct or authorize investigations into any matters within the Audit Committees scope o

responsibility. The Audit Committee is authorized to obtain independent proessional advice i it deems necessary in the discharge o its

responsibilities. Each member o the Audit Committee abstains rom voting any resolutions in respect o matters he is interested in.

The Audit Committee has ull access to and co-operation o the Management and has ull discretion to invite any Director or executive

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

The Audit Committee meets with both the external and internal auditors without the presence o Management at least once a year.

The Audit Committee reviews the independence o the external auditors annually. The Audit Committee, having reviewed the range and

value o non-audit services rendered by the external auditor, BDO LLP, was satisied that the nature and extent o such services will not

prejudice the independence and objectivity o the external auditors. The Audit Committee recommended that BDO LLP be nominated

or re-appointment as auditors at the orthcoming AGM.

The Company has in place a whistle-blowing ramework where sta o the Company can access the Chairman and members o the AuditCommittee or the Head o Human Resource to raise concerns about improprieties in matters o inancial reporting or other matters.

The Audit Committee is adequately quali ied to discharge their responsibility and each member has the relevant expertise and experience

in accounting, legal business and inancial management.

Internal Controls and Risk Management

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

shareholders investments and the companys assets.

The Audit Committee ensures that a review o the eectiveness o the Companys internal controls, including inancial, operational and

compliance controls and risk management, is conducted annually. In this respect, the Audit Committee reviews the audit plans, and

the indings o the auditors and ensures that the Company ollows up on the auditors recommendations raised, i any, during the audit

process.


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The Company has in place a system o internal control and r isk management, the eectiveness o which are reviewed per iodica lly within

the inancial year o the Company, or ensuring proper accounting records and reliable inancial inormation as well as management o

business risks with a view o saeguarding shareholders investments and the Companys assets.

Risk Management

The Board , through its Audit Committee, manages the r isk proi le o the Company. In line with this, it has requested the Chie Financial

Oicer to highlight key risk areas o the Groups various businesses and review risk treatments on a regular basis. In addition, theInternal Auditors are engaged to develop a risk-based internal audit plan to review inancial, operational and compliance risks across

the Group.

Business Risk

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

aected by economic sentiment, consumer spending and market acceptance o the newly launched products in various geographical

regions in which the Group operates. In view o this, SWOT analysis is used to regularly review the ongoing viability o our retail network

and how market share may be maintained/increased.

Financial Risk

The Group maintains suicient cash reserves to meet its obligations as and when it alls due.The bulk o the Groups purchases are denominated in US Dollar. In order to minimize the Groups exposure to oreign currency luctuation,

it engages in oreign currency hedging based on purchase commitments.

Internal Audit

Principle 13: The company should establish an internal audit unction that is independent o the activities it audits.

The Company outsources its internal audit unction to an external CPA irm. The internal auditor reports directly to the Audit Committee

on all internal audit matters.

The primary unctions o internal audit are to:

assess i adequate systems o internal controls are in place to protect the unds and assets o the Group and to ensure controlprocedures are complied with;

assess i operations o the business processes under review are conducted eiciently and eectively; and identiy and recommend improvement to internal control procedures, where required.

Communications with Shareholders

Principle 14: Companies should engage in regular, eective and air 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 aecting the company.

In line with continuous obligations o the Company under the Listing Manual o the SGX-ST, Section B rules o Catalist, the Boards policy

is that all shareholders be inormed o all major developments that impact the Group.


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Inormation is also disseminated to shareholders on a timely basis through:

SGXNET announcements and news release; Annual Report prepared and issued to all shareholders; and Notices o and explanatory memoranda or AGMs and extraordinary general meetings (EGMs).

The Companys AGMs are the principal orums or dialogue with shareholders. The Chairmen o the Audit, Remuneration and Nominating

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

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

Shareholders are encouraged to attend the AGMs/EGMs to ensure a high level o accountability and to stay apprised o the Groups

strategy and goals. Notices o the meetings are advertised in newspapers and announced on SGXNET.

Dealings in Securities

In accordance with best practices and Listing Rule, the Company has in place a policy prohibiting share dealings by Directors and employees

o the Company or the period o one month prior to the announcement o the Companys hal yearly results and one month prior to the

announcement o the yearly results as the case may be, and ending on the date o the announcement o the relevant results.

Directors and employees are expected to observe the insider trading laws at all times even when dealing in securities within permitted

trading period. Oicers are also advised not to deal in the Companys securities on short-term considerations.

Interested Person Transactions

The Company adopted an internal policy in respect o any transactions with interested person and has establi shed procedures or review

and approval o the interested person transactions entered into by the Group.

The aggregate value o interested person transactions entered during the inancial year was as ollows:

Name o interested person Aggregate value o all interested person

transactions during the inancial year under

review (excluding transactions conducted

under shareholders mandate pursuant

to Rule 920)

S$

Aggregate value o all interested person

transactions conducted under shareholders

mandate pursuant to Rule 920 (excluding

transactions less than $100,000)

S$

Material Contracts

There was no material contract entered into by the Company or any o its subsidiary companies involv ing the interest o the Chie

Executive Oicer, any Director, or controlling shareholder.

Catalist Sponsor

No non-sponsored ee was paid to the Sponsor during the inancial year ended 30 June 2010.


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Financial Contents

Report o the Directors 28

Statement by Directors 31

Independent Auditors Report 32

Statements o Financial Position 33

Consolidated Statement o Comprehensive Income 34

Consolidated Statement o Changes in Equity 35

Consolidated Statement o Cash Flows 36

Notes to the Financial Statements 37

Statistics o Shareholdings 81

Addendum 83

Notice o Annual General Meeting 101

Notice o Books Closure 107

Proxy Form


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Report o the Directors

The Directors o the Company present their report to the members together with the audited inancial statements o the Group or the

inancial year ended 30 June 2010 and the statement o inancial position o the Company as at 30 June 2010.

1. Directors

The Directors o the Company in oice at the date o this report are:


Brenda Yeo

Lee Keen Whye

Siow Chee Keong

Liu Zhipeng

Ron Tan Aik Ti (Appointed on 3 August 2010)

2. Arrangements to enable Directors to acquire shares or debentures

Neither at the end o nor at any time during the inancial year was the Company a party to any arrangement whose object is to

enable the Directors o the Company to acquire beneits by means o the acquisition o shares in or debentures o the Companyor any other body corporate.

3. Directors interests in shares or debentures

According to the Register o Directors Shareholdings kept by the Company under Section 164 o the Singapore Companies Act,

Cap. 50, (the Act), none o the Directors o the Company who held oice at the end o the inancial year had any interests in

the shares or debentures o the Company or its related corporations except as detailed below:

Shareholdings registered

in the name o Directors

Shareholdings in which Directors

are deemed to have an interest

Balance at

1 July 2009

Balance at

30 June 2010

Balance at

1 July 2009

Balance at

30 June 2010Number o ordinary shares

Company

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

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

Lee Keen Whye 100,000 100,000

Siow Chee Keong 100,000 100,000

Liu Zhipeng 100,000 100,000

By virtue o Section 7 o the Act, Jimmy Fong Teck Loon is deemed to have interests in the shares o all the subsidiaries o the

Company as at the end o the inancial year. Jimmy Fong Teck Loon is deemed to be interested in the shares held by his wie,

Brenda Yeo, and vice versa.


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3. Directors interests in shares or debentures (Continued)

In accordance with the continuing listing requirements o the Singapore Exchange Securities Trading Limited, the Directors o

the Company state that, according to the Register o Directors Shareholdings, the Directors interests as at 21 July 2010 in the

shares o the Company have not changed rom those disclosed as at 30 June 2010.

4. Directors contractual beneits

Since the end o the previous inancial year, no Director o the Company has received or become entitled to receive a beneit by

reason o a contract made by the Company or by a related corporation with the Director or with a irm o which he is a member,

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

5. Share options

There were no share options granted by the Company or its subsidiar ies during the inancial year .

There were no shares issued since the commencement o the plan to the end o the inancial year pursuant to the Epicentre

Holdings Limited Perormance Share Plan.

The RC is responsible to administer the p lan.

There were no unissued shares o the Company or o its subsidiar ies under options as at the end o the inancial year .

6. Audit committee

The Audit Committee comprises the ollowing members, who are all non-executive Directors and a majority o whom, including

the Chairman, are Independent Directors. The members o the Audit Committee during the inancial year and at the date o this

report are:

Siow Chee Keong (Chairman)Lee Keen Whye

Liu Zhipeng

Ron Tan Aik Ti

The Audit Committee perorms the unctions speciied in Section 201B (5) o the Act. In perorming those unctions, the Audit

Committee reviewed the audit plans and the overall scope o examination by the external auditors o the Group and o the

Company. The Audit Committee also reviewed the independence o the external auditors o the Company and the nature and

extent o the non-audit services provided by the external auditors.

The Audit Committee also reviewed the assistance provided by the Companys oicers to the external auditors and the

consolidated inancial statements o the Group and the statement o inancial position o the Company as well as the Independent

Auditors Report thereon prior to their submission to the Directors o the Company or adoption and reviewed the interestedperson transactions as deined in Chapter 9 o the Listing Manual o the Singapore Exchange.


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6. Audit committee (Continued)

The Audit Committee has ull access to and has the co-operation o the management and has been given the resources required

or it to discharge its unction properly. It has also ull discretion to invite any Director and executive oicer to attend its meet ings.

The external auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the Board o Directors the nomination o BDO LLP, or re-appointment as auditorso the Company at the orthcoming Annual General Meeting. The Audit Committee has carried out an annual review o

non-audit services provided by the external auditors to satisy itsel that the nature and extent o such services will not prejudice

the independence and objectivity o the external auditors prior to recommending their recommendation.

7. Auditors

The auditors, BDO LLP, have expressed their wi llingness to accept re-appointment.

On behal o the Board o Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

27 September 2010


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Statement by Directors

In the opinion o the Board o Directors,

(a) the consolidated inancial statements o the Group and the statement o inancial position o the Company are drawn up in

accordance with the provisions o the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards so as to

give a true and air view o the state o aairs o the Group and o the Company as at 30 June 2010, and o the results, changes

in equity and cash lows o the Group or the inancial year then ended; and

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

they all due.

On behal o the Board o Directors

Jimmy Fong Teck Loon Brenda Yeo

Director Director

Singapore

27 September 2010


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Independent Auditors ReportTO THE MEMBERS OF EPICENTRE HOLDINGS LIMITED (FORMERLY KNOWN AS AFOR LIMITED)

We have audited the accompanying inancial statements o Epicentre Holdings Limited (Formerly known as Aor Limited) (the Company)

and its subsidiaries (the Group) which comprise the statements o inancial position o the Group and o the Company as at 30 June 2010,

the consolidated statement o comprehensive income, consolidated statement o changes in equity and consolidated statement o cash

lows o the Group or the inancial year then ended, and a summary o signiicant accounting policies and other explanatory notes.

Managements Responsibility for the Financial Statements

Management is responsible or the preparation and air presentation o these inancial statements in accordance with the provisions othe Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system o internal accounting controls suicient to provide a reasonable assurance that assets are saeguarded

against loss rom unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to

permit the preparation o true and air proit and loss accounts and balance sheets and to maintain accountability o assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors Responsibility

Our responsibility is to express an opinion on these inancial 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 perorm the audit to

obtain reasonable assurance whether the inancial statements are ree rom material misstatement.

An audit involves perorming procedures to obtain audit evidence about the amounts and disclosures in the inancial statements. The

procedures selected depend on the auditors judgement, including the assessment o the risks o material misstatement o the inancial

statements, whether due to raud or error. In making those risk assessments, the auditors consider internal control relevant to the entitys

preparation and air presentation o the inancial statements in order to design audit procedures that are appropriate in the circumstances,

but not or the purpose o expressing an opinion on the eectiveness o the entitys internal control. An audit also includes evaluating

the appropriateness o accounting policies used and the reasonableness o accounting estimates made by management, as well as

evaluating the overall presentation o the inancial statements.

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

Opinion

In our opinion,

(a) the consolidated inancial statements o the Group and the statement o inancial position o the Company are properly drawn

up in accordance with the provisions o the Act and Singapore Financial Reporting Standards so as to give a true and air view

o the state o aairs o the Group and o the Company as at 30 June 2010 and o the results, changes in equity and cash lows

o the Group or the inancial year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company and by the subsidiaries incorporated in Singapore

o which we are the auditors, have been properly kept in accordance with the provisions o the Act.

BDO LLPPublic Accountants and

Certiied Public Accountants

Singapore

27 September 2010


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Statements o Financial PositionAS AT 30 JUNE 2010

Group Company

Note 2010 2009 2010 2009

$000 $000 $000 $000

Non-current assets

Plant and equipment 4 1,860 406 146 106

Investments in subsidiaries 5 980 4801,860 406 1,126 586

Current assets

Inventories 6 8,065 5,080

Trade and other receivables 7 6,330 3,856 9,864 5,620

Derivative inancial instruments 8 45 45

Cash and cash equivalents 9 10,994 12,437 3,492 8,068

25,434 21,373 13,401 13,688

Less:

Current liabilitiesTrade and other payables 10 8,733 7,072 579 462

Provisions 11 139 54

Finance lease payable 12 6 6 6 6

Current income tax payable 575 301 9 151

9,453 7,379 648 619

Net current assets 15,981 13,994 12,753 13,069

Less:

Non-current liabilities

Finance lease payable 12 1 7 1 7

Deerred tax liabilities 13 78 42 15 15

79 49 16 22

17,762 14,351 13,863 13,633

Capital and reserves

Share capital 14 6,709 6,709 6,709 6,709

Foreign currency translation reserve 15 26 3

Accumulated proits 11,027 7,639 7,154 6,924

Equity attributable to owners o the parent 17,762 14,351 13,863 13,633

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


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Consolidated Statement o Comprehensive IncomeFOR THE FINANCIAL YEAR ENDED 30 JUNE 2010

Note 2010 2009

$000 $000

Revenue 16 88,082 65,063

Cost o sales (73,768) (54,154)

Gross proit 14,314 10,909

Other income 17 1,409 783

Administrative expenses (8,776) (6,881)

Selling and distribution costs (2,850) (2,678)

Proit beore income tax 18 4,097 2,133

Income tax expense 19 (709) (313)

Proit or the inancial year attributable to owners o the parent 3,388 1,820

Other comprehensive income 20

Foreign currency translation relating to inancial statements o

oreign subsidiary, net o tax 23 (3)

Total comprehensive income or the inancial year attributable to owners

o the parent 3,411 1,817

Earnings per share (in cents) 21 Basic/Diluted 3.62 1.95



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Consolidated Statement o Changes in EquityFOR THE FINANCIAL YEAR ENDED 30 JUNE 2010

Note Share capital

Foreign

currency

translation

reserve

Accumulated

proits

Equity

attributable

to owners o

the parent

$000 $000 $000 $000

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

Total comprehensive income or

the inancial year 23 3,388 3,411

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

Balance as at 1 July 2008 6,709 6 8,157 14,872

Total comprehensive income or

or the inancial year (3) 1,820 1,817

Dividends 22 (2,338) (2,338)

Balance as at 30 June 2009 6,709 3 7,639 14,351



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Consolidated Statement o Cash FlowsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2010

Note 2010 2009

$000 $000

Cash lows rom operating activities

Proit beore income tax 4,097 2,133

Adjustments or:

Allowance or doubtul third parties trade receivables 7Bad trade receivables written o 75

Write-back o allowance or doubtul third parties trade receivables no longer required (7)

Depreciation o plant and equipment 4 596 264

Interest income (14) (33)

Loss on disposal o plant and equipment 11

Obsolete inventories written o 53 165

Provision or reinstatement cost (139)

Plant and equipment written o 9

Operating proit beore working capital changes 4,586 2,631

Working capital changes:

Inventories (2,926) 283

Trade and other receivables (2,457) (116)

Trade and other payables 1,502 2,010

Provisions 139

Cash generated rom operations 844 4,808

Interest received 14 33

Income taxes paid (399) (796)

Net cash rom operating activities 459 4,045

Cash lows rom investing activities

Purchase o plant and equipment 4 (1,896) (266)

Proceeds rom disposal o plant and equipment 10

Net cash used in investing activities (1,896) (256)

Cash lows rom inancing activities

Dividends paid (2,338)

Decrease/(Increase) in ixed deposits pledged 585 (195)

Finance lease payments (6) (6)

Net cash rom/(used in) inancing activities 579 (2,539)

Net change in cash and cash equivalents (858) 1,250

Cash and cash equivalents at beginning o inancial year 10,139 8,889

Cash and cash equivalents at end o inancial year 9 9,281 10,139



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Notes to the Financial StatementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2010

These notes orm an integral part o and should be read in conjunction with the inancial statements.

1. General corporate inormation

The consolidated inancial statements o the Group and the statement o inancial posi tion o the Company or the inancial year

ended 30 June 2010 were authorised or issue by the Board o Directors on 27 September 2010.

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

registered oice is at 501 Orchard Road, #02-20/22, Wheelock Place, Singapore 238880. The Companys registration number is

200202930G.

With eect rom 29 June 2010, the Company has changed its name rom Aor Limited to Epicentre Holdings Limited.

The principal activities o the Company are those o distr ibution and selling o computers and investment holding company.

The principal activities o the subsidiar ies are set out in Note 5 to the inancial statements .

2. Summary o signiicant accounting policies

2.1 Basis o preparation o inancial statements

The inancial statements have been prepared in accordance with the provisions o the Singapore Companies Act, Cap.

50 and Singapore Financial Reporting Standards (FRS). The inancial statements are presented in Singapore dollar and

all values are rounded to the nearest thousand ($000) except when otherwise indicated. The inancial statements have

been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation o inancial statements in conormity with FRS requires the management to exercise judgement in the

process o applying the Groups and the Companys accounting policies and requires the use o accounting estimates and

assumptions that aect the reported amounts o assets and liabilities and disclosures o contingent assets and liabilities

at the end o the inancial year, and the reported amounts o revenue and expenses during the inancial year. Although

these estimates are based on the managements best knowledge o historical experience and other actors, includingexpectations o uture events that are believed to be reasonable under the circumstances, actual results may ultimately

dier rom those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the inancial year in which the estimate is revised i the revision aects only that

inancial year, or in the inancial year o the revision and uture inancial years i the revision aects both current and

uture inancial years.

Critical accounting judgements and key sources o estimation uncertainty used that are signiicant to the inancial

statements are disclosed in Note 3 to the inancial statements.

During the inancial year, the Group and the Company adopted the new or revised FRS and Interpretations o FRS (INT

FRS) that are relevant to their operations and eective or the current inancial year. Changes to the Groups and the

Companys accounting policies have been made as required in accordance with the relevant transitional provisions in therespective FRS and INT FRS. The adoption o the new or revised FRS and INT FRS did not result in any substantial changes

to the Groups and the Companys accounting policies and has no material eect on the amounts reported or the current

and prior inancial years except as discussed below.


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2. Summary o signiicant accounting policies (Continued)

2.1 Basis o preparation o inancial statements (Continued)

FRS 1 Presentation of Financial Statements Revised Presentation

The Group has adopted FRS 1 (2008) rom 1 July 2009. FRS 1 (2008) requires the Group to present all changes inequity arising rom transactions with non-owners in proit or loss separately rom those equity changes arising rom

transactions with owners in their capacity as owners to be presented in the statement o changes in equity. FRS 1 (2008)

also requires the Group to disclose income tax relating to each component o other comprehensive income and to

disclose reclassiication adjustments relating to components o other comprehensive income. Where the Group restates

or reclassiies comparative inormation, the Group will be required to present a restated balance as o the beginning o

the earliest comparative period in addition to the current requirement to present the statements o inancial position as

at the end o the current period and comparative period. The Group has chosen to present both income statement and

statement o comprehensive income in a single consolidated statement o comprehensive income.

FRS 27 (2009) Consolidated and Separate Financial Statements

FRS 27 (2009) requires the eects o all transactions with non-controlling interests to be recorded in equity i there is no

change in control and these transactions will no longer result in goodwill or gains and losses. In the event when control

is lost, any remaining interest in the entity is re-measured to air value, and a gain or loss is recognised in the proit or loss.

The Group will apply FRS 27 (2009) prospectively to t ransactions with non-control ling interests rom July 2010.

FRS 108 Operating Segments

The Group has adopted FRS 108 rom 1 July 2009. FRS 108 replaces FRS 14 Segment Reporting and requires a management

approach, under which segment inormation is presented on the same basis as that used or internal reporting purposes

to the chie operating decision maker.

FRS 103 Business Combinations (Revised)

The Group has adopted FRS 103 (Revised 2009) rom 1 July 2009. The amendments in FRS 103 (Revised 2009) on

accounting or business combination transactions are signiicant and the main changes relate to measurement o all items

o consideration transerred by acquirer at air value at the acquisition date, the election o measuring non-controlling

interest at air value or at its proportionate interest in air value o identiiable assets and liabilities at acquisition date

and the transaction costs incurred in connection with the business combination is expensed as and when they are

incurred and cannot be capitalised. The impact o FRS 103 (Revised) can only be determined once the detail o uture

business combination transactions is known. The amendments to this revised Standard will be adopted prospectively or

transactions ater the date o adoption o the revised Standard and thereore, no restatements will be required in respect

o transactions prior to the date o adoption.


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2.1 Basis o preparation o inancial statements (Continued)

FRS and INT FRS issued but not yet effective

The Group and the Company have not adopted the ollowing FRS and INT FRS that have been issued but not yeteective:

Eective date

(Annual periods

beginning on or ater)

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

FRS 32 : Amendment to FRS 32 Classiication o Rights Issues 1 February 2010

FRS 101 : Amendments to FRS 101 Additional Exemptions or First- time Adopters 1 January 2010

: Amendments to FRS 101 Limited Exemptions rom Comparative

FRS 107 Disclosures or First-time Adopters

1 July 2010

FRS 102 : Amendments to FRS 102 Group Cash-settled Share-based

Payment Transactions

1 January 2010

INT FRS 114 : Amendments to INT FRS 114 Prepayments o a Minimum

Funding Requirement

1 January 2011

INT FRS 115 : Agreements or the Construction o Real Estate 1 January 2011

INT FRS 119 : Extinguishing Financial Liabilities with Equity Instruments 1 July 2010

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

The Group and the Company expect that the adoption o the above pronouncements, i applicable, will have no material

impact on the inancial statements in the period o initial application.


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2.2 Basis o consolidation

The consolidated inancial statements incorporate the inancial statements o the Company and its subsidiar ies. Subsidiaries

are entities over which the Company has the power to govern the inancial operating policies, generally accompanied by

a shareholding giving rise to the majority o the voting rights, as to obtain beneits rom their activities.

Subsidiaries are consolidated rom the date on which control is transerred to the Group up to the eective date on which

control ceases, as appropriate.

Intra-group balances and transactions and any unrealised income and expenses arising rom intra-group transactions are

eliminated on consolidation. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent

that there is no impairment.

The inancial statements o the subsidiar ies are prepared or the same inancial year as that o the Company, using

consistent accounting policies. Where necessary, accounting policies o subsidiaries are changed to ensure consistency

with the policies adopted by other members o the Group.

Non-controlling interests in subsidiaries are identiied separately rom the Groups equity therein. Non-controlling interests

in the acquiree may be initially measured either at air value or at the non-controlling interests proportionate share o the

air value o the acquirees identiiable net assets. The choice o measurement basis is made on an acquisition-by-acquisition

basis. Subsequent to acquisition, the carrying amount o non-controlling interests is the amount o those interests at initial

recognition plus the non-controlling interests share o subsequent changes in equity. Total comprehensive income is

attributed to non-controlling interests even i this results in the non-controlling interests having a deicit balance.

Changes in the Groups interest in a subsidiary that do not result in a loss o control are accounted or as equity

transactions. The carrying amounts o the Groups interests and the non-controlling interests are adjusted to relect the

changes in their relative interests in the subsidiary. Any dierence between the amount by which the non-controlling

interests are adjusted and the air value o the consideration paid or received is recognised directly in equity and attributed

to owners o the parent.

When the Group loses control o a subsidiary, the proit or loss on disposal is calculated as the dierence between (i) the

aggregate o the air value o the consideration received and the air value o any retained interest and (ii) the previous

carrying amount o the assets (including goodwill), and liabilities or the subsidiary and any non-controlling interests.

Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted or (i.e.

reclassiied to proit or loss or transerred directly to retained earnings) in the same manner as would be required i the

relevant assets or liabilities were disposed o. The air value o any investment retained in the ormer subsidiary at the date

when control is lost is regarded as the air value on initial recognition or subsequent accounting under FRS 39 Financial

Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition o an investment in an

associate or jointly controlled entity.

Investments in subsidiaries are carried at cost less any impairment in net recoverable value that has been recognised in

proit or loss.


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2.3 Business combination

The acquisit ion o subsidiar ies is accounted or using the acquisit ion method. The cost o the acquisition is measured

at the aggregate o the air values, at the date o exchange, o assets given, liabilities incurred or assumed, and equity

instruments issued by the Group in exchange or control o the acquiree. Acquisition-related costs are recognised inproit or loss as incurred.

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

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

against the cost o acquisition where they qualiy as measurement period adjustments (see below). All other subsequent

changes in the air value o contingent consideration classiied as an asset or liability are accounted or in accordance with

relevant FRS. Changes in the air value o contingent consideration classiied as equity are not recognised.

The acquirees identiiable assets , liabili ties and contingent liabilit ies that meet the conditions or recognition under FRS

103 are recognised at their air values at the acquisition date, except or non-current assets (or disposal groups) that are

classiied as held or sale in accordance with FRS 105 Non-Current Assets Held or Sale and Discontinued Operations,

which are recognised and measured at the lower o cost and air value less costs to sell.

Where a business combination is achieved in stages, the Groups previously held interests in the acquired entity are

remeasured to air value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, i

any, is recognised in proit or loss. Amounts arising rom interests in the acquiree prior to the acquisition date that have

previously been recognised in other comprehensive income are reclassiied to proit or loss, where such treatment would

be appropriate i that interest were disposed o.

The acquirees identiiable assets , liabili ties and contingent liabilit ies that meet the conditions or recognition under FRS

103 are recognised at their air value at the acquisition date, except that:

deferredtaxassetsorliabilitiesandliabilitiesorassetsrelatedtoemployeebenefitarrangementsarerecognised

and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Beneits respectively;

liabilitiesorequityinstrumentsrelatedtothereplacementbytheGroupofanacquireesshare-basedpayment

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

assets(ordisposalgroups)thatareclassifiedasheldforsaleinaccordancewithFRS105Non-currentAssetsHeld

or Sale and Discontinued Operations are measured in accordance with that Standard.

I the initial accounting or a business combination is incomplete by the end o the reporting period in which the

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

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

recognised, to relect new inormation obtained about acts and circumstances that existed as o the acquisition date

that, i known, would have aected the amounts recognised as o that date.

The measurement period i the period rom the date o acquisition to the date the Group obtains complete inormation

about acts and circumstances that existed as o the acquisition date and is subject to a maximum o one year.


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2.3 Business combination (Continued)

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

excess o the sum o the consideration transerred, the amount o any non-controlling interest in the acquiree and the

air value o the acquirer previously held equity interest (i any) in the entity over net o the acquisition-date amounts othe identiiable assets acquired and the liabilities assumed.

I, ater reassessment, the Groups interest in the net air value o the acquirees identiiable net assets exceeds the sum

o the consideration transerred, the amount o any non-controlling interest in the acquiree and the air value o the

acquirers previously held equity interest in the acquiree (i any), the excess is recognised immediately in proit or loss as

a bargain purchase gain.

2.4 Plant and equipment

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

o plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location

and condition necessary or it to be capable o operating in the manner intended by management. Dismantlement,removal or restoration costs are included as part o the cost o plant and equipment i the obligation or dismantlement,

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

Depreciation is calculated on the straight-line method so as to allocate the depreciable amount o the plant and equipment

over the estimated useul lives as ollows:

Years

Demo equipment 3

Oice equipment 3

Furniture and ittings 3

Renovation 3

Motor vehicle 10

The carry ing values o plant and equipment are reviewed or impai rment when events or changes in circumstances

indicate that the carrying value may not be recoverable.

The estimated useul lives, residual values and depreciation methods are reviewed, and adjusted as appropriate, at the

end o each inancial year.

Assets held under inance leases are depreciated over their expected useul lives on the same basis as owned assets or, i

there is no certainty that the lessee will obtain ownership by the end o the lease term, the asset shall be ully depreciated

over the shorter o the lease term and its useul lie.

The gain or loss aris ing on disposal or retirement o an item o plant and equipment is determined as the dierencebetween the sales proceeds and the carrying amount o the asset and is recognised in proit or loss.

Fully depreciated plant and equipment are retained in the inancial statements until they are no longer in use.


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Documents

Epicentre 2010 AR