CLEAN AND GREEN FOR LOW CARBON ECONOMY - · PDF fileCLEAN AND GREEN FOR LOW CARBON ECONOMY. Contents Corporate Profile 06 ... compound manufacturing and tyre retreading services

annual report 2011

CLEAN AND GREEN FOR LOW CARBON ECONOMY

Contents

Corporate Profile 06

Chairman’s Statement 10

Financial Highlights 14

Financial and Operations Review 16

Business Overview 20

Corporate Social Responsibility 23

Board of Directors 24

Management Team 26

Corporate Information 28

Corporate Governance 29

Financial Statements 39

VisionTo be the preferred environmental solutions and renewable energy provider with high integrity, corporate social responsibility and to create value for all stakeholders.

MissionTo emphasize on research and development to provide environmentally friendly solutions to industrial processes.

To establish successful operations and management of renewable energy projects that contribute to social, economic and environmental benefits to stakeholders.

To establish awareness, propagate, promote and encourage use of environmentally friendly products derived from recycled organic waste.

To establish best practices in the manufacture and distribution of environmentally friendly recycled products that are in harmony with ecological principles.

this is

CLEAN20 to 50 million metric tons of computers, monitors, televisions and other electronic items are discarded across the world yearly. Recycling raw materials from the end-of-life electronics is the most effective solution to the growing e-waste problem.

ecoWise’s investment in Chongqing Zhongtian Electronic Waste Management Co.,Ltd. has contributed to the recovery of metals from e-waste since March 2010.

CLEANthis is

GREENIn 2009, an estimated 35.3% of the millions of tyres sold were recycled. Benefits of recycling tyres result in a reduction of energy consumption and an increase in energy recovery and transform waste material into marketable products.

ecoWise’s subsidiaries in Malaysia, Sunrich Integrated Group of companies, are the leading players in the rubber compound manufacturing and tyre retreading services.

The need for more electricity is growing rapidly, global renewable energy demand is set to increase by 18% by 2035. Renewable energy resources and resource recovery will play an increasingly vital role in building a low carbon economy.

Under ecoWise’s Renewable Energy segment, its Sungei Kadut biomass co-generation plant is the first registered Clean Development Mechanism (CDM) project in Singapore with resource recovery application such as the drying of wet spent grain. It also owns and operates the biomass co-generation system at the iconic NParks Gardens by the Bay.

this is

LOW CARBONECONOMY

RESOURCE RECOVERYThe Group owns 70% of Sunrich Integrated Sdn Bhd, a Malaysia based rubber compound manufacturer and tyre retreader that is sizable and has track record in profitability and growth. In China, the Group is in electrical and electronic waste recycling business through a 15% investment in Chongqing Zhongtian Electronic Waste Co., Ltd, a joint venture with Zhongtian Environment Protection Industrial Group Co., Ltd, which has an exclusive e-waste license awarded by the government in the business of collection, recovering, processing and disposal of electrical and electronic waste. The Group is an appointed term contractor of used copper slag and general waste for certain major shipyards and fabrication yards in Singapore. The used copper slag is then processed and a large portion of the recycled copper slag is sent to ready mix concrete suppliers for the production of eco-concrete. Our patented composting technology, ecoACTTM, employs the unique in-vessel thermophilic composting technology to manufacture quality organic compost in the shortest possible time. The pasteurisation process ensures that the manufactured product is free from pathogens and contaminants. Organic fertiliser manufactured at our horticultural recycling facility has been awarded the Singapore Green Label.

CORPORATE PROFILE06 ecoWise Holdings Limited annual report 2011

Founded in 1979, ecoWise Group is a Singapore based resource recovery, renewable energy and integrated environmental solutions provider. The Group was listed on SGX-SESDAQ in 2003, moved to SGX Mainboard on 9 May 2008 and is a constituent stock in the FTSE ST Small Cap Index effective from 22 September 2009.

RENEWABLE ENERGYThe Group owns and operates the biomass co-generation system at the iconic NParks Gardens by the Bay (Marina South), Singapore. The project allows an excellent opportunity for international showcase of our renewable energy business. Our biomass co-generation power plant in Sungei Kadut supplies waste steam for a number of industrial applications. The waste steam application from the plant is the first registered Clean Development Mechanism (“CDM”) project based in Singapore. The main applications of the waste steam generated from the biomass co-generation power plant are ISO tank heating and drying of waste products such as wet spent grain into raw materials for the production of animal feed.

Wuhan ecoWise Energy Co., Ltd., our subsidiary in Wuhan, China is in the process of converting a 25MW coal fired co-generation power plant that it has acquired into a 25MW biomass co-generation power plant.

INTEGRATED ENVIRONMENTAL MANAGEMENT SOLUTIONSWe provide resources management and integrated environmental engineering solutions for industrial waste and energy management. We offer a range of services including process design and optimisation; engineering, procurement, fabrication construction; commissioning, operation and maintenance of the facilities. Our team of specialists has experiences in offering management and treatment of waste to local and regional companies using proven and cost effective technologies. The Group will be focusing on providing ‘low carbon’ environmental solutions. In addition to providing these solutions, the Group aims to be the preferred partner in implementing these solutions and also as a strategic investor.

07

集团简介

资源再循环集团拥有马来西亚日升集团70%的股份。日升集团是一家制造橡胶复合材料和进行轮胎翻新业务的公司。它不仅规模大，而且拥有良好的营利和发展历史。

绿科集团通过与中天环保产业(集团)有限公司共同设立的合资公司-重庆中天电子废弃物处理有限公司，进入了中国电器、电子产品废弃物再循环领域。集团拥有合资公司15%的股份。合资公司拥有在重庆市的电器、电子产品废弃物再循环的特许经营权。

绿科集团于1979年在新加坡成立。集团的主营业务包括资源再循环、再生能源和提供综合性环境解决方案。集团为新加坡股票交易所主板上市公司，并为富时海峡时报小盘股指数成份股。　

绿科集团是新加坡一些修船厂和造船厂废铜渣和其它工业废弃物的指定回收商。大部分的废铜渣在经过处理后成为生产环保水泥的主要材料。

集团的专利堆肥技术，ecoACTTM, 使用独特的仓内高温堆肥技术可以在最短的时间内生产出高品质的有机肥料。巴氏灭菌过程确保了所有产品不含病原体和污染物。在我们园艺废物再循环基地出产的有机肥料荣获了“新加坡绿色产品标签”。

08 ecoWise Holdings Limited annual report 2011

再生能源集团在新加坡市中心地带拥有和经营着新加坡地标性建筑之一的“滨海湾花园”生物质热电厂。此生物质热电厂为集团提供一个在高技术要求下展示其生物质热电厂技术和管理能力的亮丽国际平台。

集团位于新加坡双溪加株的生物质热电厂的热能应用项目使得公司成为首家成功注册清洁发展机制项目的新加坡注册公司。生物质热电厂的废蒸汽主要运用于加热罐式集装箱和烘干湿粮渣。

集团在中国的子公司－武汉绿科有限公司，正在将现有25MW的燃煤热电厂转换为生物质热电厂。

提供综合环境管理方案我们为工业生产商提供资源管理及综合性的环境管理与解决方案。同时，我们也提供能源效率管理。综合环境管理服务范围涵盖工艺流程的设计和优化、工程采购和建设以及设备安装、调试和维修等多个领域。我们的专业团队在废物处理领域拥有丰富的管理经验并为本地和区域公司提供了多项废物处理项目。　

集团将为“低碳经济”提供有效的管理及发展方案。集团也将努力成为“低碳经济”的引航人和战略伙伴。

09

CHAIRMAN’S STATEMENT10 ecoWise Holdings Limited annual report 2011

Dear shareholders,On behalf of the Board of Directors, it is my pleasure to present to you the turnaround results for the Group for the financial year ended 31 October 2011 (“FY2011”).

The Group achieved a better result in FY2011 due mainly to the integration of the rubber compound manufacturing and tyre retreading businesses at the beginning of FY2011. The Group’s revenue grew by 112% to S$79.84 million in FY2011 and reported a net profit attributable to owners of the company of S$0.56 million in FY2011 as compared to a loss of S$1.35 million recorded in the previous financial year ended 31 October 2010.

RESOURCE RECOVERY SEGMENTThe Group would continue to expand its rubber compound manufacturing and tyre retreading businesses and together with the Group’s 15% investment in Chongqing Zhongtian Electronic Waste Management Co.,Ltd, the Group expects better contribution from the Resource Recovery businesses in Malaysia and China where we foresee growth potential.

RENEWABLE ENERGY SEGMENTIn November 2011, the Group had mechanically completed the NPark’s Design, Build and Operate (“DBO”) Gardens by the Bay’s biomass co-generation system project at Marina South which had since commenced supply of renewable energy to NParks. Going forward, revenue of the Renewable Energy Segment is expected to increase due to the contributions from the Gardens by the Bay (Marina South) project along with the existing income sources from waste steam applications from the biomass co-generation plant at Sungei Kadut Singapore.

The conversion of the coal fired co-generation power plant to a biomass co-generation power plant in Wuhan was delayed in FY2011 as there were changes in the shareholders and management of our local partner in China. The Group is in final negotiations with the local partner to finalise the financing arrangement and the implementation plan of the conversion project.

11

ENHANCING VALUEOur management team shall continue to pursue operations excellence through the streamlining of operations, improving efficiency and cost management of existing operations and new projects under development.

Besides focusing on expanding the Group’s capabilities to provide comprehensive scope of services when offering environmental solutions to our valued customers, the Group would continue to seek for strategic partnerships to expand the business and enhance the value of its investments in the Resource Recovery and Renewable Energy segments.

The Group plans to provide business and management consultancy services to cleantech companies from selected countries with the intention to establish or enhance their presence in Asia and to pursue research and development into “low carbon” business that offer environmental friendly products and services.

ACKNOWLEDGEMENTOn behalf of the Board, I would like to take this opportunity to thank the management and staff for their dedication, hard work and contributions to the Group. I would also like to express my heartfelt appreciation to all our shareholders, business associates, partners and customers for their continued support and confidence in the Group.

Lee Thiam SengExecutive ChairmanJanuary 2012

CHAIRMAN’S STATEMENT12 ecoWise Holdings Limited annual report 2011

尊敬的股东们：我谨代表董事会在此荣幸地向您呈上集团截至2011年10月31日的财政年度报告。

由于集团在2011年初对橡胶复合材料制造和轮胎翻新业务进行整合，集团在2011年取得了较好的业绩。集团营业额增长了112%，达7,984万元。净利摆脱2010年135万元的亏损，创56万元。

资源再循环业务集团将继续扩展橡胶复合材料制造和轮胎翻新业务。此外，集团在重庆中天电子废弃物处理有限公司15%的投资也将取得回报。集团预期在深具潜力的马来西亚和中国市场，资源再循环业务将为集团作出更大的贡献。

再生能源2011年11月, 集团完成了国家公园局“滨海湾花园”生物质热电厂的设计、建造及营运工程的机械建造部分，并已向国家公园局开始提供再生能源。“滨海湾花园”生物质热电厂的投产和现有双溪加株生物质热电厂的废蒸汽供热业务将在新的一年里进一步增加集团的总营业额。

在武汉，由于合作伙伴的股东结构发生变化，拖延了项目在2011年的开展。目前，合作伙伴的新管理层已经确定，集团正就项目融资和项目实施问题与其进行最后的磋商。

主席致辞

价值提升

我们的管理团队将继续致力于对现有业务和正在开发的新项目进行精简操作、提高效率和成本控制，努力追求卓越运营。

集团除了注重加强自身的能力，为客户提供更全面的环保解决方案，也将继续寻找战略伙伴，扩大经营规模，为资源再循环和再生能源业务增加市场价值。

集团同时也计划为一些国家的洁净技术公司提供商业和管理咨询服务，帮助他们涉足或建立亚洲市场，并开发节能环保的低碳产品及服务。

鸣谢

我谨此代表董事会向我们的管理层和我们的员工表示感谢，感谢他们的努力工作和辛勤奉献。我也同样籍此机会衷心地感谢我们所有的股东、合作伙伴和尊敬的客户，诚谢您们对我们的不懈支持和坚强信心。

李添胜执行主席2012年1月

13

81.3%93.2%

0.3%0.3% 18.4%6.5%

Financial Results ($’000) FY2011 FY2010 FY2009 FY2008 FY2007

Revenue 79,842 37,585 31,235 23,000 21,631

Gross profit 13,635 6,904 5,570 9,770 12,141

Profit/(Loss) before income tax 2,273 (1,479) (40) 6,898 6,076

Profit/(Loss) after income tax 932 (1,978) (589) 5,831 5,247

Non-controlling interests 370 (630) (668) (50) 386

Profit/(Loss) attributable to shareholders 562 (1,348) 79 5,881 4,861

Statement of Financial Position ($’000)

Property, plant and equipment 37,743 33,111 14,089 7,022 7,167

Cash and cash equivalents 12,785 14,956 26,629 13,216 7,400

Current assets 43,822 47,043 34,732 23,976 14,847

Total assets 87,132 86,394 51,779 32,847 22,562

Current liabilities 24,152 25,951 7,215 7,575 7,632

Total liabilities 34,312 33,205 11,998 8,744 9,006

Working capital 19,670 21,092 27,517 16,401 7,215

Equity attributable to owners of the company 40,020 39,831 35,042 23,340 12,758

Ratios

Current ratio (times) 1.81 1.81 4.81 3.17 1.95

Return on equity attributable to owners of the company (%)* 1.41 (3.60) 0.27 32.58 42.20

Return on assets (%)* 0.65 (1.95) 0.19 21.23 23.74

Basic earnings per shares (cents) 0.07 (0.16) 0.01 1.68 5.86

Net assets value per share (cents) 4.52 4.51 4.46 3.67 14.86

FY2011 FY2010

Resource Recovery 74,449 30,555

Renewable Energy 5,136 6,923

Integrated Environmental 257 107 Management Solutions

Total 79,842 37,585

FINANCIAL HIGHLIGHTS14 ecoWise Holdings Limited annual report 2011

* In calculating return on equity attributable to owners of the parent and return on assets, the average basis has been used.

REVENUE BY SEGMENTS ($’000)

FY2011 FY2010

GROUP REVENUE ($’000)

PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS ($’000)

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY ($’000)

RETURN ON EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (%)

BASIC EARNINGS PER SHARE (cents)

NET ASSETS VALUE PER SHARE (cents)

37,585

31,235

23,000

21,631

79,842

(1,348)

79

5,881

4,861

562

(0.16)

0.01

1.68*

5.86

0.07

4.51

4.46

3.67*

14.86

4.52

2011

2010

2009

2008

2007

39,831

35,042

23,340

12,758

40,0202011

2010

2009

2008

2007

2011

2010

2009

2008

2007

2011

2010

2009

2008

2007

2011

2010

2009

2008

2007

2011

2010

2009

2008

2007

(3.60)

0.27

32.58

42.20

1.41

* Due to rights cum warrants issue, rights issue, issue of performance shares and warrants exercised during the financial year.

15

STATEMENT OF COMPREHENSIVE INCOMEThe Group’s revenue increased by 112% from S$37.59 million in the financial year ended 31 October 2010 (“FY2010”) to S$79.84 million in the financial year ended 31 October 2011 (“FY2011”). The increase is mainly due to the better performance from the Resource Recovery segment through the revenue contribution by the Group’s rubber compound manufacturing and tyre retreading business in Malaysia. This was partially offset by lower contribution from used copper slag activities in the same segment and closure of the Wuhan coal fired power plant for the conversion to biomass co-generation plant from the Renewable Energy segment.

The Group’s revenue increased by 112% from S$37.59 million in the financial year ended 31 October 2010 (“FY2010”) to S$79.84 million in the financial year ended 31 October 2011 (“FY2011”).

FINANCIAL AND OPERATIONS REVIEW


The Group’s gross profit margin declined marginally from 18.4% in FY2010 to 17.1% in FY2011 mainly due to lower gross margin of the Resource Recovery segment. The gross profit margin of rubber compound manufacturing and rubber retreading business in Malaysia decreased mainly due to higher raw material costs while the gross profit margin of the used copper slag related business was lower due to overall lower collection volume resulting in higher unit production cost. The Renewable Energy segment however recorded an improved gross profit margin as a result of increase in applications of waste steam from biomass co-generation plant in Singapore and lower losses suffered by the Wuhan operations.

Other credits decreased by 43% to S$0.78 million in FY2011 from S$1.38 million in FY2010 mainly due to absence of gain on disposal of coal-fired power plant operation quota in FY2011 and partially offset by higher reversal of impairment loss on plant and equipment and higher foreign exchange gain.

Marketing and Distribution expenses increased by 359% to S$3.29 million in FY2011 from S$0.72 million in FY2010 mainly due to the effects of acquisition of the Malaysia subsidiaries in July 2010.

Administrative expenses increased by 4% to S$7.49 million in FY2011 from S$7.19 million in FY2010 mainly due to classification of staff costs and depreciation expenses of the Wuhan coal fired power plant as part of Administrative expenses when the plant was shut down to prepare for conversion. In FY2010, staff costs and depreciation from Wuhan’s operations were recorded as part of cost of sales. This was partially offset by lower staff costs and consultancy expenses incurred.

Finance costs increased by 79% to S$0.88 million in FY2011 from S$0.49 million in FY2010 mainly due to finance costs incurred by the Malaysia subsidiaries and increase in the Group’s loans and borrowings.

17

From left to right

• Tyreretreadbusiness

• Copperslagprocessingplant

• NParks’GardensbytheBaypoweredbygreenenergy

FINANCIAL AND OPERATIONS REVIEW


Other charges decreased by 84% to S$0.20 million in FY2011 from S$1.26 million in FY2010 mainly due to equity-settled share-based payment transactions, higher loss on disposal of plant and equipment and higher allowance for impairment loss on doubtful receivables incurred in FY2010.

Share of loss from associate for FY2011 was mainly due to the lower quantity of used copper slag processed by an associate company.

Profit attributable to shareholders improved from a loss in FY2010 of S$1.35 million to a profit of S$0.56 million in FY2011. Basic earnings per share for FY2011 increased from -0.16 cents in FY2010 to 0.07 cents in FY2011.

Profit attributable to shareholders improved from a loss in FY2010 of S$1.35 million to a profit of S$0.56 million in FY2011.

19

STATEMENT OF FINANCIAL POSITIONThe Group’s non-current assets as at 31 October 2011 were S$3.96 million higher as compared to 31 October 2010. The Group continued to invest in plant and equipment for the NParks Gardens by the Bay (Marina South) biomass co-generation plant project. For FY2011, total capital expenditure on the project incurred amounted to S$8.13 million. Capital expenditure was partially offset by depreciation expenses of S$2.81 million and sale of land and other assets with carrying values of S$2.05 million.

The Group’s current assets as at 31 October 2011 was S$3.22 million lower as compared to 31 October 2010. The decrease was mainly attributable to the Group’s expenditure on plant and equipment, reducing cash and cash equivalents. Trade and other receivables also decreased by S$0.97 million due to better credit management of outstanding receivables.

The Group’s non-current liabilities increased by S$2.91 million mainly due to drawing of loan facilities to finance the acquisition of plant and equipment for the NParks Gardens by the Bay Biomass co-generation plant project. This is partially offset by reclassification of a portion of loan and borrowings to current liabilities.

The Group’s current liabilities decreased by S$1.80 million as compared to 31 October 2010. This was mainly due to decrease in the Group’s trade and other payables.

STATEMENT OF CASH FLOWSThe Group’s cash and cash equivalents decreased by S$2.14 million during FY2011 mainly due to the Group’s capital expenditure on plant and equipment for the NParks Gardens by the Bay (Marina South) biomass co-generation plant project and repayments of its loans and borrowings and partially offset by drawing of loan facilities and sales proceeds from disposal of property, plant and equipment.

From left to right

• Wuhancoalpowerplanttobeconverted into biomass power plant

• Environmentalpollutioncontrolsolutions to MNC in Vietnam

BUSINESS OVERVIEW20 ecoWise Holdings Limited annual report 2011

BUSINESS OVERVIEWRESOURCE RECOVERY SEGMENTThe Group has over thirty years of experience in the Resource Recovery business which handles a diverse variety of industrial materials with operations in Singapore, Malaysia and China.

Rubber Compound Manufacturing and Tyre Retreading BusinessThe Group acquired a 70% stake in Sunrich Integrated Sdn Bhd (“SRIT”) in July 2010. The key businesses of SRIT and its subsidiaries in Malaysia (“SRIT Group”) are as follows:

The Group acquired a 70% stake in Sunrich Integrated Sdn Bhd (“SRIT”) in July 2010.

21

• Producingrubbercompoundforretreadingoftyres,industrial belting and other industries;

• Retreadingoftyresandtotaltyremanagementservices; and

• ProducingspecialtycompoundsfortheIT,automotiveand other industries.

The integrated business model of SRIT Group allows operational efficiency and cost savings to be achieved within the business units. SRIT Group continuously engages on research and development program to evaluate the manufacturing of economically viable ‘low carbon’ and environmental friendly products for the rubber and tyre industries.

ecoWise International Pte LtdThe Group’s wholly owned subsidiary, ecoWise International Pte Ltd (“eWI”) is the international marketing arm of the Group’s Resource Recovery segment. eWI focuses on developing international markets for the tyre retreading and rubber compound manufacturing businesses of SRIT Group and also explores businesses that are within the supply chain of the Group’s existing repurposed products recovered from waste.

Used Copper Slag Related Business The Group is a pioneer in repurposing the recycled copper slag as an approved sand alternative used in the construction industry. The Group’s 50% held joint venture partnership with Holcim Singapore, Geocycle Singapore Pte Ltd (“Geocycle Singapore”) owns and operates Singapore’s largest waste copper slag processing plant with Holcim Singapore provides exclusive offtake of all its products. The use of washed copper slag after proper processing by Geocycle Singapore is in ready-mix concrete for the production of eco-concreteTM remains the main use of recycled used copper slag.

Electrical and Electronic Waste ManagementThe Group has a 15% stake in Chongqing Zhongtian Electronic Waste Management Co., Ltd which holds the license to operate an exclusive special business concession as the sole operator to carry out the business of collection, recovery, processing and disposal of electrical and electronic waste in Chongqing, China for a period of 12 years with effect from October 2010.

From left to right

• RubberCompoundManufacturingandTyreRetreadingbusinessinMalaysia

• Group’s15%stakeinChongqingZhongtianElectronicWasteManagementCo.,Ltd


BUSINESS OVERVIEW

Organic Materials and ResourcesThe Group’s 15,000 m2 composting facility at Sarimbun Recycling Park is capable of processing more than 24,000 metric tonnes of horticultural waste every year. Using the Group’s proprietary in-vessel technology, ecoWise Active Composting Technology, ecoACTTM, the Group’s wholly owned subsidiary ecoWise Resources Pte Ltd produces compost that can be used as organic fertilizer and also soil conditioner that improves nutrients level, soil aeration and nutrient retention capabilities and prevents soil erosion. The Group’s compost has been awarded the Singapore Green Label by the Singapore Environmental Council for “100% Natural Organic Fertilizer”.

RENEWABLE ENERGY SEGMENTThe Group currently has three biomass co-generation projects in Singapore and China:

Design, Build and Operate of Biomass Co-generation System at Gardens by the Bay (Marina South), SingaporeThe Group’s newly constructed Gardens by the Bay (Marina South) biomass co-generation plant has been mechanically completed in November 2011 and has since commenced supplying renewable energy to the NParks Gardens by the Bay. Using horticultural and wood waste as biomass feedstock, the plant is designed with a capacity to generate 0.9 MW of electricity and 5.4 MW of heat and it will be operated by the Group for a period of fifteen years after commissioning.

Sungei Kadut Biomass Co-generation Plant, SingaporeThe Group’s first biomass co-generation plant of 1MW electricity and 15 tonnes superheated steam per hour at Sungei Kadut that uses horticultural and wood waste as biomass feedstock is the first Singapore-based Clean Development Mechanism (“CDM”) project registered with the United Nations Framework Convention on Climate Change. The main applications of the waste steam generated from the biomass co-generation plant are ISO tank heating services and drying of waste products such as wet spent grains into raw materials for the production of animal feed.

Wuhan 25MW Biomass Co-generation Project, China The Group’s subsidiary Wuhan ecoWise Energy Co., Ltd had in 2010 closed the operation of its 25MW coal fired co-generation plant in Wuhan, China pending for the commencement of the process to convert it into a 25MW biomass co-generation plant. The Group is currently finalizing its negotiation with the local partner, Wuhan Jiabao Sugar Co., Ltd. on the process of the conversion. The plant conversion will commence once the financing arrangements with the bank are agreed and finalized.

INTEGRATED ENVIRONMENTAL MANAGEMENT SOLUTIONS SEGMENTIncorporated in January 2011, the Group’s 80% held subsidiary, ecoWise Technologists and Engineers Pte Ltd (“eWTE”) provides consultancy services in the field of environmental solutions. eWTE focuses on the development of ‘low carbon’ and eco-friendly projects, technology incubation and new technology development with an aim to provide holistic scope of environmental solutions to customers while exploring partnership opportunities in energy and waste management businesses.

Corporate Social Responsibility (CSR) StatementecoWise Holdings Limited, its subsidiaries and associate company (the “Group”) view the principles of Corporate Social Responsibility (“CSR”) as an integral part of our business. As a resource recovery, renewable energy and environmental solutions provider, the Group seeks to be a sustainable and profitable organization besides improving the environment and society with like-minded partners.

ecoworld . better worldThe Group endeavors to contribute to a sustainable and better world by focusing on the environment and the well-being of the community that it serves. CSR is fundamental to ecoWise Holdings Limited’s culture and policies and reflects the corporate social and environmental sustainability commitments we make to all our stakeholders such as shareholders, employees and the communities.

These commitments have enabled us to per form with high standards of good governance and ethics; provide products and services that meet the rising expectations of clients and business partners; attract quality employees; provide meaningful support to our communities; and improve the social and environmental impacts of our business practices.

Our CSR Commitments • Ensuresoundcorporategovernanceandcompliance

policies and practices and increase transparency in reporting of those activities;

• Maintainpoliciesandensurethatallemployees perform with high standards of integrity and trust;

• Developandenhanceproductsandservicesthatprovide socially and environmentally responsible options for our stakeholders;

• Implementand/orexpandenvironmentallysustainable management and business practices; and

• BuildrelationshipswithstakeholderswhoseCSR goals and activities are aligned with our expectations.

The Group endeavors to contribute to a sustainable and better world by focusing on the environment and the well-being of the community that it serves.

CORPORATE SOCIAL RESPONSIBILITY

23

Executive Chairman and Chief Executive OfficerMr Lee joined the Board in November 2002 and was appointed as Executive Chairman in April 2004 and Chief Executive Officer in March 2007. He is a member of the Nominating Committee.

Mr Lee holds a Diploma (Merit) in Electrical Engineering from Singapore Polytechnic. He is a Chartered Financial Consultant, accredited by the American College, USA.

Mr Lee Thiam Seng

Executive Director and Deputy CEOMr. Low was appointed as an Executive Director on 1 January 2011, after having joined the Company in 1 June 2010 as the Deputy CEO. He was the Managing Director and CEO of SP Corporation, a SGX listed company, from 2000 to 2006 and was the Managing Director and CEO of Envipure Pte Ltd from 2006 till 2010.

Mr. Low has 21 years of senior management experience, covering various functions and countries in Asia, in the environmental, tyre and rubber, petrochemicals, energy and engineering services. He holds a Master of Business Administration Degree (with distinction) from Oklahoma City University, Texas (USA) and a B.SC. Degree (with honors) in Engineering from Imperial College of Science and Technology, London (UK).

Mr Low Kian Beng

Executive DirectorMr Sunny Ong was appointed as a Director in November 2002. He is the founder of the Group.

He began his career in the waste management business by forming Bee Joo Transport Co. in 1979 to undertake transportation services for the collection of used copper slag and copper slag recycling. In 1988 he formed Bee Joo Industries Pte Ltd to focus on the recycling businesses and later expanded the business to include the collection and processing of horticultural waste.

Mr Sunny Ong Keng Hua

BOARD OF DIRECTORS24 ecoWise Holdings Limited annual report 2011

From left to right

Mr Lee Thiam Seng

Mr Low Kian Beng


Mr Ng Cher Yan

Mr Ang Mong Seng

Mr Ong Teck Ghee

Lead Independent DirectorMr Ng was appointed as an Independent Director in November 2004 and is the Chairman of the Audit Committee, a member of the Remuneration Committee and the Lead Independent Director.

He is a practicing public accountant and a fellow member of the Institute of Certified Public Accountants of Singapore and a member of the Institute of Chartered Accountants in Australia. Mr Ng holds a Bachelor degree in Accountancy from the National University of Singapore.

Mr Ng is also an Independent Director of Samko Timber Ltd., Kian Ann Engineering Ltd., Wanxiang International Ltd., Kinergy Ltd., and Vicplas International Ltd.

Mr Ng Cher Yan

Independent DirectorMr Ang was appointed as an Independent Director in February 2004. He is the Chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee.

Mr Ang was a former Member of Parliament for Hong Kah GRC (Bukit Gombak) and Ex-Chariman of Hong Kah Town Council . Mr Ang has more than 34 years experience in estate management and holds a Bachelor of Arts from Nanyang University.

Mr Ang is also an Independent Director of Vicplas International Ltd, United Fiber System Ltd, Chip Eng Seng Corporation Ltd, AnnAik Ltd and Hoe Leong Corporation Ltd.

Mr Ang Mong Seng Mr Ong Teck Ghee

Independent DirectorMr Ong was appointed as an Independent Director in March 2003 and is the managing partner of Ong & Lau, a firm of advocates and solicitors. His area of practice includes corporate, commercial, property and banking law. He is the Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee.

Mr Ong holds a degree in law from the National University of Singapore in 1984 and is an advocate and solicitor of the Supreme Court of Singapore, a Commissioner for Oaths and a Notary Public.

Mr Ong is also an Independent Director of Mary Chia Holdings Ltd.

25

Mr Lee Thiam Seng

Chief Executive Officer

Mr Low Kian Beng

Deputy CEO


Executive Director

Ms Lilian Tan Yin Yen

Chief Financial Officer

Mr Aloysius Chan Buang Heng

Financial Controller

Mr Fong Seok Phoy

Director, ecoWise International Pte. Ltd.

Mr Daniel Liao Hong Hai

General Manager, China Region

MANAGEMENT TEAM26 ecoWise Holdings Limited annual report 2011

Mr Lee is responsible for setting strategic direction, formulating business strategies and overall management of the Group in resources recovery, use of sustainable resources and environmental solutions. He has accumulated more than 20 years experience in the business of waste management and environmental engineering solutions in the region.

Mr Low is responsible for the overall management of the operation of the Group’s companies, corporate planning and charting and implementing the business strategies of the Group. He has held CEO positions previously and has 21 years of senior management experience covering various functions in the environmental, tyre and rubber, petrochemical, energy and engineering services industries in the region.

Mr Ong oversees daily operations of the Group’s operation units in Singapore particularly in the waste management and environmental solutions business segments. He has more than 30 years experience in the copper slag recycling business.

Ms Tan joined the Group in December 2011 and she is responsible for the overall financial management of the Group’s business including accounting, treasury, debt and capital market activities. She supports the CEO and the Deputy CEO in the Group’s strategic business plans and investment initiatives. Ms Tan has more than 27 years finance experience covering marine, construction, manufacturing and trading industries. Ms Tan holds a Bachelor of Accountancy Degree from the National University of Singapore. She is a fellow member of the Institute of Certified Public Accountants of Singapore.

Mr Chan is responsible for the administration, accounting and financial management of the Group. He has more than 30 years experience covering auditing, accounting and financial management in the commercial, manufacturing sectors and public accounting. Mr Chan is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant with the Institute of Certified Public Accountants of Singapore. He holds a Master of Business Administration from the University of Hull (UK).

Mr Fong is responsible for international marketing and procurement of products and services that are synergetic to the Group’s businesses. Over his more than 38 years of career he has acquired vast experience in marketing and trading of rubber, chemicals and energy related products. His coverage includes the existing re-purposed environmental products, rubber compounding and tyre retreading business. He also assists in the development of environmental related projects and clean technology for Malaysia and the region. He holds an honours degree in Chemical and Materials Engineering from University of Auckland, New Zealand under the Colombo Plan scholarship.

Mr Liao is responsible for the Group’s business development in the China region. He has more than 19 years experience covering project planning and management, international trade and co-operation, international project financing and public relationship with China Governments. He holds a diploma in Economics and Trade from the Sichuan International Studies University. He is the director of Federation of Returned Overseas Chinese, Vice President of Chongqing Oversea Chinese Chamber of Commerce, the member and senior investment consultant of Chongqing Association of Enterprises with Foreign Investment and Chongqing Investment Promotion Association. He is also the Vice Chairman of Youth Committee of China Federation of Returned Overseas Chinese and Vice president of Singapore Chongqing Chamber of Commerce.

27

BOARD OF DIRECTORSExecutive DirectorsLee Thiam Seng (Chairman)Low Kian BengSunny Ong Keng Hua

Independent DirectorsNg Cher Yan (Lead Independent Director)Ang Mong SengOng Teck Ghee

AUDIT COMMITTEENg Cher Yan (Chairman)Ang Mong SengOng Teck Ghee

NOMINATING COMMITTEEOng Teck Ghee (Chairman)Ang Mong SengLee Thiam Seng

REMUNERATION COMMITTEEAng Mong Seng (Chairman)Ng Cher YanOng Teck Ghee

COMPANY SECRETARYZhong Xiaowen

AUDITORSRSM Chio Lim LLP8 Wilkie Road, #03-08 Wilkie EdgeSingapore 228095

SHARE REGISTRARBoardroom Corporate & Advisory Services Pte Ltd50 Raffles Place #32-01 Singapore Land TowerSingapore 048623

PRINCIPAL BANKERSDBS Bank LtdMalayan Banking Berhad United Overseas Bank Limited

REGISTER OFFICE / CONTACT DETAILS17 Kallang Junction #04-03 Singapore 339274Tel: 65 65362489Fax: 65 65367672Website: www.ecowise.com.sg

CORPORATE INFORMATION28 ecoWise Holdings Limited annual report 2011

The Board of Directors (the “Board”) is committed to maintaining a high standard of corporate governance within ecoWise Holdings Limited and its subsidiaries (“the Group”). The Board recognises the importance of practicing good corporate governance as a fundamental part of its responsibilities to protect and enhance shareholders’ value and the financial performance of the Group.

This Report describes the Group’s corporate governance practices with specific reference to the Code of Corporate Governance 2005 (“Code”). Where there are deviations from the Code, appropriate explanations are provided.

THE CODEThe Code is divided into four main sections, namely:

• BoardMatters

• RemunerationMatters

• AccountabilityandAudit

• CommunicationwithShareholders

BOARD MATTERSPrinciple 1: Board’s Conduct of its AffairsEvery company should be headed by an effective board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

The principal functions of the Board are:

• Reviewingandapprovingcorporatestrategies,annualbudgetsandfinancialplansandmonitoringtheorganisationalperformance towards them;

• ReviewingtheadequacyandintegrityoftheGroup’sinternalcontrols,riskmanagementsystem,andfinancialreportingsystems;

• EnsuringtheGroup’scompliancewithlaw,regulations,policies,directives,guidelineandinternalcodeofconduct;

• ApprovingthenominationstotheBoardofDirectorsbyNominatingCommittee,andendorsingtheappointmentofthemanagement team and / or external and internal auditors;

• ApprovingthepoliciesandguidelinesforBoardandManagementremunerationpackages;

• Ensuringaccurate,adequateandtimelyreportingto,andcommunicationwithshareholders;and

• AssumingtheresponsibilityforthesatisfactoryfulfillmentofsocialresponsibilitiesoftheGroup.

TheBoardhasdelegatedspecificresponsibilitiesto3committeesnamely,theAuditCommittee(“AC”),theNominatingCommittee(“NC”)andtheRemunerationCommittee(“RC”)toassistintheexecutionofitsresponsibilities.Eachcommitteehas its own written mandate and operating procedures, which are reviewed periodically.

The Board holds scheduled regular meeting to review, consider and approve strategic, operational and financial matters. ImportantmattersconcerningtheGroupareputbeforetheBoardfortheirdecisionsandapprovals.Ad-hocmeetingwillbeheldwhencircumstancesrequired.

CORPORATE GOVERNANCE29

CORPORATE GOVERNANCE30 ecoWise Holdings Limited annual report 2011

The attendance of the Directors at Board and Committee meetings since the date of the last annual report and up to the date of this statement is tabulated below:

Attendance at Meetings

Board

Board Committees

Audit Nominating Remuneration

No.ofmeetingsheld 4 4 1 3

Board Members No. of Meetings Attended

LeeThiamSeng 4 N.A. 1 N.A.

Low Kian Beng 4 N.A. N.A. N.A.

SunnyOngKengHua 4 N.A. N.A. N.A.

NgCherYan 4 4 N.A. 3

AngMongSeng 4 4 1 3

OngTeckGhee 4 4 1 3

NewlyappointedDirectorswillbegivenbriefingsandorientationsbytheManagementonthebusinessactivitiesandgovernance practices of the Group.

TheapprovaloftheBoardisrequiredformaterialtransactionssuchasmergersandacquisitions,majorinvestments,divestments and disposals, and the release of the financial results of the Group.

Principal 2: Board Composition and GuidanceThere should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group individuals should be allowed to dominate the Board’s decision making.

Currently,theBoardcomprisesthreeExecutiveDirectorsandthreeIndependentDirectors:

Name of Directors

Board of Directors

Date of Appointment

Audit Committee

Nominating Committee

Remuneration Committee

LeeThiamSeng ExecutiveDirector(Chairman)

12November2002 Member

Low Kian Beng ExecutiveDirector 1 January 2011

SunnyOngKengHua ExecutiveDirector 12November2002

NgCherYan Independent Director 19November2004 Chairman Member

AngMongSeng Independent Director 16 February 2004 Member Member Chairman

OngTeckGhee Independent Director 3March2003 Member Chairman Member

TheBoardcomprisesofhighcaliberindividualswhoaresuitablyqualifiedwiththenecessarymixofexpertise,experienceandknowledge.


TheBoard’scomposition,size,andbalanceandindependenceofeachNon-ExecutiveDirectorarereviewedannuallybytheNC.

TheDirectorsconsidertheBoard’spresentsizeandcompositionappropriate,takingintoaccountthenatureandscopeoftheGroup’soperations,thewidespectrumofskillsandknowledgeoftheDirectors.

Principle 3: Chairman and Chief Executive Officer (“CEO”)There should be a clear division of responsibilities at the top of the company – the working of the Board and executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

MrLeeThiamSeng(“MrLee”)iscurrentlytheChairmanoftheBoardandtheCEOoftheCompany.TheBoardisoftheviewthat, given the scope and nature of the operations of the Group and the strong element of independence of the Board, it is not necessarytoseparatethefunctionsoftheChairmanandCEO.

AsChairman,MrLeeisresponsibleforensuringthatBoardmeetingsareheldwhennecessary,schedulingandpreparingagendasandexercisingcontrolsovertheinformationflowbetweentheBoardandManagement.

AsCEO,MrLeeisresponsibleforourbusinessstrategyanddirection,theimplementationofGroup’scorporateplans,policiesandexecutivedecision-makings.

Inaddition,asrecommendedbytheCode,theBoardhasappointedIndependentNon-ExecutiveDirector,MrNgCherYan,asourLeadIndependentDirector.EmployeesoftheCompanywithseriousconcernsthatcouldhavealargeimpactontheGroup, which contact through the normal channels have failed to resolve or for which such contact is inappropriate shall be abletocontactMrNgCherYanortheAuditCommitteeMembersoftheGroup.

Principle 4: Board Membership There should be a formal and transparent process for appointment of new Directors to the Board.

TheNCcomprisesof3Directors,majorityofwhom,areIndependentDirectors.TheNCshallmeetatleastonceayear.

TheBoard,throughthedelegationofitsauthoritiestotheNC,hasuseditsbesteffortstoensurethatDirectorsappointedtotheBoardpossesstheparticularskill,experienceandknowledge,business,financeandmanagementskillsnecessarytotheGroup’sbusinessesandeachDirector,throughhiscontributions,bringstotheBoardanindependentandobjectiveperspectivetoenablebalancedandwell-considereddecisionstobemade.

TheNCalsohasatitsdisposal,searchcompanies,personalcontactsandrecommendationsinitssearchandnominationprocess for the right candidates for appointment of new Directors.

TheNCisresponsiblefor:

• Re-nominationofourDirectorshavingregardtotheDirector’scontributionandperformance;

• DeterminingonanannualbasiswhetherornotaDirectorisindependent;

• DecidingwhetheraDirector,whohasmultipleboardrepresentation,isabletoandhasadequatelycarriedouthisdutiesas Director; and

• MakingrecommendationstotheBoardonallBoardappointmentsandreappointmentsincludingmakingrecommendationsonthecompositionoftheBoardandthebalancebetweenExecutiveandNon-ExecutiveDirectorsappointedtotheboard.

AllDirectorsshallsubmitthemselvesforre-nominationandre-electionatregularintervalsandatleastevery3years.


Principle 5: Board PerformanceThere should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

TheNCisalsoresponsiblefordecidinghowtheBoard’sperformancemaybeevaluatedandproposedobjectiveperformance criteria for the Board’s approval and implementing corporate governance measures to achieve good stewardship of the Group.

InassessingtheperformanceoftheDirectors,theNCevaluateseachDirectorbasedonthefollowingreviewparameters,which among others, include:

• Attendanceatboard/committeemeetings;

• Participationatmeetings;

• Involvementinmanagement;

• Availabilityforconsultationandadvice,whenrequired

• Independenceofthedirectors;and

• Appropriateskill,experienceandexpertise.

TheaboveselectedcriteriawillonlybechangedifitisdeemednecessaryandisjustifiedandapprovedbytheBoard.

Inadditiontotheabove,theNCalsoevaluatestheperformanceandeffectivenessoftheBoardasawholetakingintoaccount of the Board balance and mix.

AsanintegralelementoftheprocessofappointingnewDirectors,theNCmayactontheperformanceevaluationresultandwhereappropriate,proposesnewmemberstobeappointedtotheBoardorseeksresignationofDirectors.

TheDirectorsalsoparticipateinseminarsanddiscussionstokeepthemselvesupdatedonthelatestchangesanddevelopmentsconcerningtheGroupandkeepabreastofthelatestregulatorychanges.

Principle 6: Access to InformationIn order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis.

Directors have unrestricted access to the Group’s records and information, all Board and Board’s committees’ minutes, and shall receive management accounts so as to enable them to carry out their duties. Directors may also liaise with seniorexecutivesandotheremployeestoseekadditionalinformationifrequired.

Detailed board papers and agenda are sent out to the Directors before meetings so that all the members may better understandtheissuebeforehand,allowingformoretimeatsuchmeetingforquestionsthatthemembersmayhave.

ShouldDirectors,whetherasagrouporindividually,requireprofessionaladvice,theGroup,upondirectionbytheBoard,shall appoint a professional advisor selected by the group or the individual, approved by the Chairman, to render the advice. The cost of such service shall be borne by the Group.


TheCompanySecretaryattendsallBoardmeetingsandisresponsibletotheBoardforadvisingontheimplementationoftheGroup’scompliancerequirementspursuanttotherelevantstatutesandregulations.AllDirectorshaveseparateandindependentaccesstoadviceandservicesoftheCompanySecretary.TheappointmentandremovaloftheCompanySecretaryissubjecttoapprovaloftheBoard.

REMUNERATION MATTERSPrinciple 7: Procedures for Developing Remuneration PoliciesThere should be a formal and transparent procedure for developing policy on executive remuneration and fixing remuneration packages of individual Directors. No Director should be involved in deciding his own remuneration.

TheGrouphasestablishedaRCfordeterminingtheremunerationofDirectorsandkeyexecutivesoftheGroup.TheRCcomprises3Non-ExecutiveIndependentDirectors.

The responsibilities of the RC are:

• RecommendtotheBoardallmattersrelatingtoremuneration,includingbutnotlimitedtoDirectors’fees,salaries,allowances,bonuses,PerformanceSharesandbenefits-in-kind,oftheDirectorsandkeyexecutives;

• ReviewandrecommendtotheBoardthetermsoftheserviceagreementsoftheDirectors;

• DeterminetheappropriatenessoftheremunerationoftheDirectors;

• ConsiderthedisclosurerequirementsforDirectors’andkeyexecutives’remunerationasrequiredbytheSGX-ST’;and

• AdministertheecoWisePerformanceSharePlan(“PSP”).

TheExecutiveDirectors’remunerationpackagesarebasedonservicecontracts.Theseincludeaprofitsharingschemethatis performance related to align their interest with those of the shareholders. Independent Directors are paid yearly Directors’ feesofanagreedamountandthesefeesaresubjecttoshareholders’approvalatAnnualGeneralMeeting(“AGM”).

TheRCisgiventherighttoseekprofessionaladviceinternallyandexternallypertainingtoremunerationofallDirectors.

Principle 8: Level and Mix of RemunerationThe level of remuneration for Directors should be appropriate to attract, retain and motivate the Directors needed to run the company successfully but companies should avoid paying more than necessary for this purpose. A significant proportion of executive remuneration should be structured so as to link rewards to corporate and individual performance.

TheremunerationpolicyoftheGroupistoprovidecompensationpackagesatmarketrates,whichrewardsuccessfulperformance and attract, retain and motivate managers and Directors.

The Group’s remuneration policy comprises of fixed component and variable component; fixed component is in the form of fixedmonthlysalarywhereasvariablecomponentislinkedtotheperformanceoftheGroupandindividual.

Insettingremunerationpackage,theRCensurestheDirectorsareadequatelybutnotexcessivelyremuneratedascomparedto the industry and in comparable companies.


Principal 9: Disclosure on RemunerationThe Group should provide clear disclosure of remuneration policy, level and mix of remuneration, and the procedure for setting remuneration.

DetailsoftheDirectors’remunerationforFY2011aresetoutbelow:

Directors’Fees

%

Base/FixedSalary

%

Variable or Performance

Related Income/Bonus

%

Benefits in kind

%

ecoWise PSP%

Total%

Executive Directors

$500,000 to $749,999

LeeThiamSeng – 72.1 – 2.4 25.5 100.0

$250,000 to $499,999

Low Kian Beng

SunnyOngKengHua

–

–

97.4

54.9

–

–

2.6

–

–

45.1

100.0

100.0

Independent Directors

Below $250,000

NgCherYan

AngMongSeng

OngTeckGhee

79.2

80.6

80.6

–

–

–

–

–

–

–

–

–

20.8

19.4

19.4

100.0

100.0

100.0

Theremunerationofthetop5keyexecutives(whoarenotdirectors)isnotdisclosedinthisreport.TheBoardbelievesthatdisclosure of the remuneration of individual executives is disadvantageous to the business interests of the Group, in view of the shortage of talented and experienced personnel in renewable energy and environmental services industries.

For the period under review, the RC had recommended to the Board total Directors fees of $110,000 for the Independent Directors,whichwillbetabledbytheBoardattheforthcomingAGMfortheshareholders’approval.

TheBoardisoftheopinionthatdetailsofremunerationforindividualDirectorsandkeyexecutivesareconfidential,anddisclosureof such information would not be in the interest of the Group.

There is no employee who is related to a Director whose remuneration exceeded $150,000 in the Group’s employment for the financialyearended31October2011.

There is no material contracts and loan of the Group involving the interest of any Director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year.

4,285,150(2010:5,382,000)shareshavebeenvestedbytheCompanyon3June2011undertheecoWisePerformanceSharePlan.

Duringthefinancialyearended31October2011,thereisnoperformancesharesgrantedundertheecoWisePerformanceSharePlan.


Participant

Performance Shares granted during financial

year 2011

Balance as at

1.11.2010

Shares lapsed / cancelled

during financial year

Performance Shares vested during financial

year

Balance as at

31.10.2011

Directors

LeeThiamSeng

SunnyOngKengHua

NgCherYan

AngMongSeng

OngTeckGhee

–

–

–

–

–

1,096,850

1,096,850

73,150

58,500

58,500

–

–

–

–

–

(1,096,850)

(1,096,850)

(73,150)

(58,500)

(58,500)

––

–

–

–

– 2,383,850 – (2,383,850) –

Other Staff – 1,901,300 – (1,901,300) –

– 4,285,150 – (4,285,150) –

ACCOUNTABILITY AND AUDITPrinciple 10: Accountability and auditThe Board should present a balanced and understandable assessment of the Group’s performance, position and prospects.

TheBoardisaccountabletotheshareholderswhiletheManagementisaccountabletotheBoard.

TheManagementwillprovidetheBoardwithdetailedmanagementaccountsoftheGroup’sperformance,positionandprospectsonaquarterlybasis.

TheManagementalsopresentstotheBoardthequarterlyandfullyearaccountsandtheAuditCommitteereportstotheBoardon the results for review and approval. The Board approves the results after review and authorises the release of the results to theSGX-STandthepublicviaSGXNET.

Principle 11: Audit CommitteeThe Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

TheACconsistsof3Directors,includingtheChairman,allofwhomareIndependentDirectors.Thecommitteehasspecificterms of reference and has met 4 times since the date of the last annual report and up to the date of this statement.

TheACassiststheBoardtomaintainahighstandardofcorporategovernance,particularlybyprovidinganindependentreviewoftheeffectivenessofthefinancialreporting,managementoffinancialandcontrolrisks,andmonitoringoftheinternalcontrolsystems.


Inperformingitsfunctions,theAC:

• ReviewstheauditplansoftheexternalauditorsandensurestheadequacyoftheGroup’ssystemofaccountingcontrolsandtheco-operationgivenbythemanagementtotheexternalauditors;

• ReviewsthefinancialstatementsoftheGroupbeforetheirsubmissiontotheBoard,andbeforetheirannouncement;

• Reviewslegalandregulatorymattersthatmayhaveamaterialimpactonthefinancialstatements,relatedcompliancepolicies and programs and any reports received from regulators;

• Reviewsthecosteffectivenessandtheindependenceandobjectivityoftheexternalauditors;

• Reviewsthenatureandextentofnon-auditservicesprovidedbytheexternalauditors;

• ReviewstheassistancegivenbytheGroup’sofficertotheauditors;

• Nominatesexternalauditorsforre-appointment;

• ReviewstheGroup’scompliancewithsuchfunctionsanddutiesasmayberequiredundertherelevantstatutesortheListingManual,andbysuchamendmentsmadetheretofromtimetotime;

• ReviewsinterestedpersontransactionsinaccordancewiththerequirementsoftheListingRulesoftheSGX-ST;and

• ReviewstheadequacyoftheGroup’sinternalcontrols.

TheBoardisoftheviewthatthemembersoftheACareappropriatelyqualifiedtodischargetheirresponsibilitiesandtheyhavetherequisiteaccountingorrelatedfinancialmanagementexpertiseorexperience,astheBoardexercisesinitsbusinessjudgment.

TheAChaspowertoconductorauthorizeinvestigationsintoanymatterswithintheAC’sscopeofresponsibility.

Fortheyearended31October2011,theAChasreviewedallnon-auditservicesprovidedbytheexternalauditorsandconfirmedthatthesenon-auditserviceswouldnotaffecttheindependenceandobjectivityoftheexternalauditors.TheACrecommendstotheBoardthereappointmentofMessrsRSMChioLimLLPastheexternalauditorsoftheGroupattheforthcomingAGM.

InappointingtheauditfirmsfortheGroup,theACissatisfiedthattheGrouphascompliedwiththeListingRules712and715.

The Group had implemented the whistle blowing policy. The policy aims to provide avenue for employees to raise concerns about misconducts in the Group and at the same time assure them that they will be protected from victimization for whistle blowingingoodfaith.CasesthataresignificantwillbereviewedbytheACforadequacyandindependenceofinvestigationactionsandresolutions.ContactdetailsoftheAChavebeenmadeavailabletoallemployees.

Principal 12: Internal ControlsThe Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholder’s investment and Group’s assets.

TheBoardacknowledgesthatitisresponsibleformaintainingasoundsystemofinternalcontrolframework,butrecognizesthat no cost effective internal control system will preclude all errors and irregularities. Internal control can provide only reasonable and not absolute assurance against material misstatement or loss.

During the financial year, the Group’s external and internal auditors had conducted annual review of the effectiveness of the Group’sinternalcontrols.Anynon-complianceandrecommendationforimprovementwerereportedtotheAC.

Basedonexternalandinternalauditors’reportandvariouscontrolsimplementedbythemanagement,theBoardandtheACis satisfied the internal controls in place meet the needs of the Group in its current business environment.


Principle 13: Internal AuditThe Group should establish an independent internal audit function.

The Board recognizes its responsibilities for maintaining a system of internal control processes to safeguard shareholders’ investments and the Group’s assets and business.

Currently,theChairmanoftheACenquiresandreliesonreportsfromtheManagement,internalandexternalauditorsonanymaterialnon-complianceandinternalcontrolweaknesses.TheACoverseesandmonitorstheimplementationofanyimprovementsthereto.TheAChasreviewedwiththeinternalandexternalauditorstheirfindingsoftheexistenceandadequacyofmaterialaccountingcontrolsproceduresaspartofitsauditforthefinancialyearunderreview.TheACisoftheviewthattheworkscarriedoutbytheexternalauditorsareadequate.

TheGrouphasestablishedaninternalauditfunctionwhichisindependentoftheactivitiesitaudits.AnindependentauditfirmhasbeenappointedandhasperformedtheinternalauditfunctionandreportsdirectlytotheACwhichassiststheBoardinmonitoringandmanagingrisksandinternalcontrolsoftheGroup.

COMMUNICATION WITH SHAREHOLDERSPrinciple 14: Regular, effective and fair communication with shareholdersPrinciple 15: Shareholders’ participation at AGM

TheGroupbelievesthatpromptdisclosureofpertinentinformationandhighstandardofdisclosurearethekeystoraisethelevel of corporate governance. The Board believes in regular and timely communication with our shareholders. In line with continuousdisclosureobligationsoftheGrouppursuanttotheCorporateDisclosurePolicyoftheSGX-ST,theGroup’spolicyisthatallshareholdersshouldbeequallyandtimelyinformedofallmajordevelopmentsthatimpacttheGroup.

Information is communicated to our shareholders on a timely basis and made through:

• Annualreports.TheBoardmakeseveryefforttoensurethattheannualreportincludesallrelevantinformationabouttheGroup,includingfuturedevelopments,disclosuresrequiredbytheCompaniesAct,andFinancialReportingStandards;

• SGXNETandnewsreleases;

• PressreleasesonmajordevelopmentsoftheGroup;

• DisclosurestotheSGX-ST;and

• TheGroup’swebsiteatwww.ecowise.com.sgonwhichshareholderscanaccessinformationrelatingtotheGroup.

TheAGMistheprincipalforumfordialoguewithourshareholders.OurGroupencouragesourshareholderstoattendtheAGMtoensureahighlevelofaccountabilityandtobekeptinformedoftheGroup’sstrategiesandgoals.

In general, separate resolutions are proposed for substantially separate issue and for items of special business, where appropriate, an explanation for proposed resolution.

TheBoardwelcomesquestionsandviewsofshareholdersonmattersaffectingtheGroupraisedeitherinformallyorformallybeforeorattheAGM.


Internal Code on Dealings in SecuritiesThe Group has put in place an internal code on dealings with securities (“Internal Code”). This Internal Code has been issued to all Directors and employees setting up the implications on insider trading.

The Internal Code prohibits the dealing in securities of the Company by Directors and employees while in possession of price-sensitiveinformation,andduringtheperiodcommencingtwoweeksbeforetheannouncementofquarterlyresults and one month before the announcement of full year results, and ending on the date of the announcement. Directors are requiredtoreportsecuritiesdealingstothecompanysecretarywhowillassisttomakethenecessaryannouncements.

In addition, Directors and employees are cautioned to observe insider trading laws at all times.

Risk ManagementAstheGroupdoesnothaveariskmanagementcommittee,theBoard,ACandManagementassumetheresponsibilityoftheriskmanagementfunction.ManagementreviewsregularlytheGroup’sbusinessandoperationalactivitiestoidentifyareasofsignificantrisksaswellasappropriatemeasurestocontrolandmitigatetheserisks.ManagementreviewsallsignificantpoliciesandproceduresandhighlightsallsignificantmatterstotheBoardandtheAC.

Interested Party TransactionsThe Group has established procedures to ensure that all transactions with interested persons are reported in a timely manner totheACandthetransactionsarecarriedoutonnormalcommercialtermsandwillnotbeprejudicialtotheinterestsoftheGroup and its minority shareholders.

39

Contents

Directors’ Report 40

Statement by Directors 45

Independent Auditors’ Report 46

Consolidated Statement of Comprehensive Income 47

Statements of Financial Position 48

Statements of Changes in Equity 50

Consolidated Statement of Cash Flows 52

Notes to the Financial Statements 54

Shareholdings Statistics 118

Annual General Meeting 120

Proxy Form 123

FINANCIAL STATEMENTS


DIRECTORS’ REPORT

The directors of the Company are pleased to present their report together with the audited financial statements of the Group and of the Company for the reporting year ended 31 October 2011.

1. DIRECTORS

The directors of the Company in office at the date of this report are as follows:

Executive Directors Lee Thiam Seng Low Kian Beng (appointed on 1 January 2011) Sunny Ong Keng Hua Non-Executive Independent Directors Ng Cher Yan Ang Mong Seng Ong Teck Ghee

2. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES

Neither at the end of the reporting year, nor at any time during the reporting year, did there subsist any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares, debentures, warrants and share options in the Company or any other body corporate, except as disclosed in Paragraph 5 in this report.

3. DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the “Act”), particulars of interests of directors in office at the end of the reporting year in shares, debentures, warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are as follows:

Direct Interests Deemed Interests Name of directors and corporations in which interests are held

At beginningof the reporting

year/date of appointment

At end of the

reporting year

At beginning of the reporting year/date of appointment

At end of the

reporting year

The CompanyecoWise Holdings Limited

Number of ordinary shares

Number of ordinary shares

Lee Thiam Seng 31,864,100 32,960,950 293,229,375 293,229,375Low Kian Beng 1,500,000 3,000,000 – – Sunny Ong Keng Hua 14,745,275 15,842,125 293,229,375 293,229,375Ng Cher Yan 1,093,350 1,166,500 – – Ang Mong Seng 738,450 796,950 – – Ong Teck Ghee 813,450 871,950 – –

Certain directors have interests in options to take up unissued shares of the Company, as disclosed in Paragraph 5 of this report.

The directors’ interests as at 21 November 2011 were the same as those at the end of the reporting year.

41

DIRECTORS’ REPORT

4. CONTRACTUAL BENEFITS OF DIRECTORS

Except for salaries, bonuses and fees and those benefits that are disclosed in this report and Note 3 to the financial statements, since the beginning of the reporting year, no director of the Company has received or become entitled to receive a benefit, by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

5. OPTIONS TO TAKE UP UNISSUED SHARES

ecoWise Performance Share Plan

The ecoWise Performance Share Plan (the “Share Plan”) was approved by the members of the Company at an extraordinary general meeting held on 23 March 2007, which provided for the grant of ordinary shares of the Company, their equivalent cash value or combinations thereof, to selected employees of the Company and its subsidiaries, including the directors of the Company, and other selected participants. Under the Share Plan, the maximum number of ordinary shares to be awarded to eligible participants shall not exceed 15% of the issued ordinary shares of the Company on the date preceding the grant of the award.

The Share Plan is administered by the Remuneration Committee comprising three directors, Ang Mong Seng, Ng Cher Yan and Ong Teck Ghee. Ordinary shares are awarded when the Remuneration Committee is satisfied that the prescribed performance target(s) have been achieved and the vesting period (if any) has expired. The vesting periods may be extended beyond the performance achievement periods as set out by the Remuneration Committee.

The lapsing of the award is provided for upon the occurrence of certain events, which includes:(a) the misconduct of an eligible participant;(b) the termination of the employment of an eligible participant;(c) the bankruptcy of an eligible participant;(d) the retirement, ill health, injury, disability or death of an eligible participant; and/or(e) a take-over, amalgamation, winding-up or restructuring of the Company.

The Share Plan shall continue in force at the discretion of the Remuneration Committee, subject to a maximum period of 10 years commencing on the date on which the Share Plan is adopted by the Company in general meeting. It is provided that the Share Plan may continue beyond the above stipulated period with the approval of members of the Company by ordinary resolution in a general meeting and of any relevant authorities which may then be required.

The Company may deliver ordinary shares pursuant to awards granted under the Share Plan by way of:(a) Issuance of new ordinary shares;(b) Delivery of existing ordinary shares purchased from the market or ordinary shares held in treasury; and/or (c) Cash in lieu of ordinary shares, based on the aggregate market value of such ordinary shares.

From the commencement date of the Share Plan to 31 October 2011, 42,303,550 performance shares have been granted (after adjustments for rights cum warrants issue on 1 November 2007 and rights issue on 26 September 2008).


DIRECTORS’ REPORT

5. OPTIONS TO TAKE UP UNISSUED SHARES (CONTINUED)

ecoWise Performance Share Plan (Continued)

At the end of the reporting year, details of performance shares granted under the Share Plan on unissued ordinary shares of the Company, are as follows:

Number of performance

shares outstanding at 1 November

2010(1)

Performance shares granted

Performance shares

awarded

Performance shares

cancelled/lapsed


shares outstanding

at 31 October 2011

Executive Directors Lee Thiam Seng 1,096,850 – (1,096,850) – –Sunny Ong Keng Hua 1,096,850 – (1,096,850) – –

Non-Executive Independent Directors Ng Cher Yan 73,150 – (73,150) – –Ang Mong Seng 58,500 – (58,500) – –Ong Teck Ghee 58,500 – (58,500) – –Employees 1,901,300 – (1,901,300) – –

Total 4,285,150 – (4,285,150) – –

Performance shares awarded at the vesting date are dependent on the level of achievement against the pre-set performance conditions and targets.

Details of performance shares granted under the Share Plan to directors and participants who received 5% or more of total performance shares granted under the Share Plan are as follows:

Number of

performance shares granted during reporting

year ended 31 October

2011

Aggregate performance

shares granted since

commencement of Share Plan to 31 October

2011(1)


shares awarded since

commencement of Share Plan to 31 October

2011(1)


shares outstanding

at 31 October 2011(1)

Executive Directors Lee Thiam Seng – 10,670,950 10,670,950 –Sunny Ong Keng Hua – 7,845,250 7,845,250 –

Participants who received 5% or more of total performance shares granted under Share Plan – 14,959,350 13,862,500 –

– 33,475,550 32,378,700 –

(1) The number of performance shares outstanding was adjusted by applying a ratio of 1.4625 to the number of performance shares held by each eligible participant to arrive at total adjusted number of performance shares after issuance of rights shares on 26 September 2008.

43

DIRECTORS’ REPORT

5. OPTIONS TO TAKE UP UNISSUED SHARES (CONTINUED)

Warrants of S$0.035 each

On 22 November 2007, the Company issued 83,324,862 warrants to its entitled shareholders on the basis of 1 warrant for every 3 rights shares subscribed by the shareholders. Each warrant entitles the holder to subscribe for 1 new ordinary share of the Company during the exercise period (3 years commencing on and including the date of issue of warrants and expiring at 5 p.m. on the day immediately preceding the third anniversary of the date of issue of the warrants) at an exercise price of S$0.05 for each new ordinary share.

On 3 October 2008, 2,696,828 additional warrants were issued by the Company due to the adjustment of the existing warrants as a result of a fresh issuance of rights shares. The warrants were adjusted by applying a ratio of 1.4625 (in accordance with the Deed Poll dated 12 October 2007) to the number of warrants held by each warrant holder and thereafter rounded down to the nearest whole number, to arrive at the total adjusted number of warrants to be held by a warrant holder after the rights issue, and the exercise price was adjusted to S$0.035.

Details of warrants on issue to directors and warrant holders are as follows:

Number of warrants

outstanding at 1 November

2010

Warrants exercised

Warrants forfeited/expired

Number of warrants

outstanding at 31 October

2011

Executive Directors – – – –Non-Executive Independent Directors – – – –

Subtotal – – – – Others 3,323,530 (2,801,712) (521,818) –

Total 3,323,530 (2,801,712) (521,818) –

Warrants issued have been adjusted for rights cum warrants issues and/or rights issues.

6. OPTIONS EXERCISED

During the reporting year, there were no shares of the Company or its subsidiaries issued by virtue of the exercise of an option, except as disclosed in Paragraph 5 of this report.

7. UNISSUED SHARES UNDER OPTIONS

At the end of the reporting year, there were no unissued shares of the Company or its subsidiaries, under options, except as disclosed in Paragraph 5 of this report.


DIRECTORS’ REPORT

8. AUDIT COMMITTEE

The members of the Audit Committee during the reporting year and at the date of this report are as follows:

Ng Cher Yan (Chairman of Audit Committee and Non-Executive Lead Independent Director)Ang Mong Seng (Non-Executive Independent Director)Ong Teck Ghee (Non-Executive Independent Director)

The Audit Committee performs the functions specified by Section 201B (5) of the Act and the Listing Manual of the SGX-ST.

Functions of the Audit Committee include the following:

(a) Review with the independent external auditors their audit plan;(b) Review with the independent external auditors their evaluation of the Company’s internal accounting controls, and their

report on the financial statements and the assistance given by the Company’s officers to them;(c) Review with the internal auditors their scope and results of the internal audit procedures;(d) Review the financial statements of the Group and the Company prior to their submission to the directors of the Company

for adoption; and(e) Review the interested person transactions (as defined in Chapter 9 of the Listing Manual of the SGX-ST).

Other functions performed by the Audit Committee are disclosed in the Report on Corporate Governance included in the annual report of the Company. It also includes a description of how auditors’ objectivity and independence is safeguarded, where there are non-audit services provided by the independent external auditors.

The Audit Committee has recommended to the Board of Directors that the independent external auditors, RSM Chio Lim LLP, be nominated for re-appointment as independent external auditors at the next annual general meeting of the Company.

9. INDEPENDENT EXTERNAL AUDITORS

The independent external auditors, RSM Chio Lim LLP, have expressed their willingness to accept re-appointment.

10. SUBSEQUENT DEVELOPMENTS

There are no significant developments subsequent to the release of the Group’s and the Company’s preliminary financial statements as announced on 28 December 2011, which would materially affect the Group’s and the Company’s operating and financial performance as of the date of this report.

On Behalf of the Board of Directors

Lee Thiam SengDirector

Low Kian BengDirector

12 January 2012

45

STATEMENT BY DIRECTORS

In the opinion of the directors,

(a) the financial statements set out on pages 47 to 117 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 October 2011 and the results, changes in equity and cash flows of the Group and changes in equity of the Company for the reporting year then ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

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

The Board of Directors has approved and authorised these financial statements for issue on 12 January 2012.

On Behalf of the Board of Directors

Lee Thiam SengDirector

Low Kian BengDirector

12 January 2012


REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of ecoWise Holdings Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 October 2011, and the consolidated statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group, and statement of changes in equity of the Company for the reporting year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of the financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair statement of comprehensive income and statements of financial position and to maintain accountability of assets.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

In our opinion, the consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 October 2011 and of the results, changes in equity and cash flows of the Group and the changes in equity of the Company for the reporting year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

RSM Chio Lim LLP Public Accountants andCertified Public AccountantsSingapore

12 January 2012

Partner-in-charge of audit: See Ling Ling, HelenEffective from year ended 31 October 2007

INDEPENDENT AUDITORS’ REPORT to the Members of ECOWISE HOLDINGS LIMITED (Registration No: 200209835C)

47

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year Ended 31 October 2011

Group Notes 2011

$’0002010 $’000

(Restated)

Revenue 5 79,842 37,585 Cost of Sales (66,207) (30,681)

Gross Profit 13,635 6,904Other Items of Income Finance Income 6 5 6 Other Credits 7 781 1,381 Other Items of Expenses Marketing and Distribution Expenses (3,292) (717) Administrative Expenses (7,493) (7,188) Finance Costs 8 (875) (488) Other Charges 7 (201) (1,263) Share of Results from Associate, Net of Tax (287) (114)

Profit/(Loss) Before Income Tax 2,273 (1,479)Income Tax Expense 11 (1,341) (499)

Profit/(Loss) for the Year 932 (1,978) Other Comprehensive Loss: Exchange Differences on Translating Foreign Operations, Net of Tax (614) (743)

Other Comprehensive Loss for the Year, Net of Tax (614) (743)

Total Comprehensive Income/(Loss) 318 (2,721) Profit/(Loss) for the Year Attributable to: Owners of the Company 562 (1,348) Non-Controlling Interests 370 (630)

932 (1,978) Total Comprehensive Income/(Loss) Attributable to: Owners of the Company 215 (1,506) Non-Controlling Interests 103 (1,215)

318 (2,721) Earnings Per Share

Basic Earnings Per Share (Cents) 12 0.07 (0.16)

Diluted Earnings Per Share (Cents) 12 0.07 (0.16)

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


STATEMENTS OF FINANCIAL POSITIONAs at 31 October 2011

Group Company Notes 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

(Restated)

ASSETS

Non-Current AssetsProperty, Plant and Equipment 13 37,743 33,111 501 566 Intangible Assets 14 2,119 2,283 – – Land Use Rights 15 1,074 1,084 – – Investments in Subsidiaries 16 – – 18,380 17,735 Investments in Associate 17 1,352 1,639 – – Other Financial Assets 18 422 634 – – Trade and Other Receivables 20 600 600 – –

Total Non-Current Assets 43,310 39,351 18,881 18,301 Current Assets Inventories 19 9,764 9,604 – – Trade and Other Receivables 20 20,292 21,262 21,256 24,765 Derivative Financial Instruments 29 20 82 – – Other Assets 21 961 1,139 86 72 Cash and Cash Equivalents 22 12,785 14,956 3,805 2,114

Total Current Assets 43,822 47,043 25,147 26,951

Total Assets 87,132 86,394 44,028 45,252


49

Group Company Notes 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

(Restated)

EQUITY AND LIABILITIES

Equity Share Capital 23 37,050 36,375 37,050 36,375 Retained Earnings 4,017 3,455 2,220 2,304 Other Reserves 24 (1,047) 1 – 577

Equity Attributable to Owners of the Company 40,020 39,831 39,270 39,256Non-Controlling Interests 12,800 13,358 – –

Total Equity 52,820 53,189 39,270 39,256 Liabilities Non-Current Liabilities Loans and Borrowings 25 6,853 3,912 1,518 2,496 Deferred Income 28 65 84 – – Provision for Retirement Benefit Obligations 26 542 592 – – Deferred Tax Liabilities 11 2,700 2,666 20 20

Total Non-Current Liabilities 10,160 7,254 1,538 2,516 Current Liabilities Loans and Borrowings 25 12,425 12,570 1,326 1,706 Trade and Other Payables 27 11,668 13,209 1,894 1,561 Derivative Financial Instruments 29 51 5 – – Deferred Income 28 8 – – – Income Tax Payable – 167 – 213

Total Current Liabilities 24,152 25,951 3,220 3,480

Total Liabilities 34,312 33,205 4,758 5,996

Total Equity and Liabilities 87,132 86,394 44,028 45,252

STATEMENTS OF FINANCIAL POSITIONAs at 31 October 2011



STATEMENTS OF CHANGES IN EQUITYYear Ended 31 October 2011

Share

Capital

Retained Earnings

Other

Reserves

Parent

Sub-Total

Non-Controlling Interests

Total Equity

$’000 $’000 $’000 $’000 $’000 $’000

Group

Current Year: At 1 November 2010, Previously Reported 41,640 3,455 297 45,392 12,827 58,219 Effects of FRS 103 – Business Combinations (Note 16A) (5,265) – (296) (5,561) 531 (5,030)

At 1 November 2010, Restated 36,375 3,455 1 39,831 13,358 53,189 Movements in Equity Total Comprehensive Income/(Loss) for the Year – 562 (347) 215 103 318 Issue of Ordinary Shares (Note 23) 98 – – 98 – 98 Issue of Performance Shares (Note 23 and 24A) 577 – (577) – – – Acquisition of Non-Controlling Interests without Change in Control (Note 16B) – – (124) (124) (36) (160) Disposal of Non-Controlling Interests without Change in Control (Note 16C) – – – – 20 20 Dividends Paid to Non-Controlling Interests of Subsidiaries – – – – (645) (645)

675 562 (1,048) 189 (558) (369)

At 31 October 2011 37,050 4,017 (1,047) 40,020 12,800 52,820

Share

Capital

Retained Earnings

Other

Reserves

Parent

Sub-Total

Non-Controlling Interests

Total Equity

$’000 (Restated)

$’000 $’000 (Restated)

$’000 (Restated)

$’000 (Restated)

$’000 (Restated)

Group

Previous Year: At 1 November 2009 29,927 4,803 312 35,042 4,739 39,781

Movements in Equity Total Comprehensive Loss for the Year – (1,348) (158) (1,506) (1,215) (2,721) Issue of Ordinary Shares (Note 23) 5,713 – – 5,713 – 5,713 Issue of Performance Shares (Note 23 and 24A) 735 – (735) – – – Equity-Settled Share-Based Payments (Note 24A) – – 577 577 – 577 Transfer to Capital Reserve – – 5 5 – 5 Acquisition of Subsidiaries – – – – 9,671 9,671 Disposal of Non-Controlling Interests without Change in Control – – – – 163 163

6,448 (1,348) (311) 4,789 8,619 13,408

At 31 October 2010 36,375 3,455 1 39,831 13,358 53,189 The accompanying notes form an integral part of these financial statements.

51

STATEMENTS OF CHANGES IN EQUITYYear Ended 31 October 2011

Share Capital

Retained Earnings

Other Reserves

Total Equity

$’000 $’000 $’000 $’000 Company

Current Year: At 1 November 2010, Previously Reported 41,640 2,600 577 44,817 Effects of FRS 103 – Business Combinations (Note 16A) (5,265) (296) – (5,561)

At 1 November 2010, Restated 36,375 2,304 577 39,256 Movements in Equity Total Comprehensive Loss for the Year – (84) – (84) Issue of Ordinary Shares (Note 23) 98 – – 98 Issue of Performance Shares (Note 23 and 24A) 577 – (577) –

675 (84) (577) 14

At 31 October 2011 37,050 2,220 – 39,270

Share Capital

Retained Earnings

Other Reserves

Total Equity

$’000 (Restated)

$’000 (Restated)

$’000 $’000 (Restated)

Company

Previous Year: At 1 November 2009 29,927 2,320 735 32,982 Movements in Equity Total Comprehensive Loss for the Year – (16) – (16) Issue of Ordinary Shares (Note 23) 5,713 – – 5,713 Issue of Performance Shares (Note 23 and 24A) 735 – (735) – Equity-Settled Share-Based Payments (Note 24A) – – 577 577

6,448 (16) (158) 6,274

At 31 October 2010 36,375 2,304 577 39,256



CONSOLIDATED STATEMENT OF CASH FLOWSYear Ended 31 October 2011


Group 2011

$’0002010 $’000

Cash Flows From Operating Activities Profit/(Loss) Before Income Tax 2,273 (1,479) Depreciation of Property, Plant and Equipment 2,810 2,372 Reversal of Impairment Loss on Property, Plant and Equipment (502) (392) (Gain)/Loss on Disposal of Property, Plant and Equipment (23) 468 Amortisation of Intangible Assets 105 – Amortisation of Land Use Rights 22 23 Share of Results from Associate, Net of Tax 287 114 Impairment Loss on Other Financial Assets 76 – Gain on Disposal of Other Financial Assets (9) – Net Fair Value Loss/(Gain) on Derivative Financial Instruments 108 (77) Provision for Retirement Benefit Obligations Expenses (Net) 19 14 Amortisation of Deferred Income (8) – Finance Income (5) (6) Finance Costs 875 488 Gain on Disposal of Equity Interests in a Subsidiary – (42) Equity-Settled Share-Based Payments – 577 Reversal of Assets Retirement Obligations – (100)

Operating Cash Flows Before Changes in Working Capital 6,028 1,960Inventories (367) (348) Trade and Other Receivables 557 (744) Other Assets 178 (853) Trade and Other Payables (1,392) 1,026 Retirement Benefit Obligations Paid (54) (5)

Net Cash Flows From Operations Before Income Tax 4,950 1,036Income Tax Paid (1,426) (683)

Net Cash Flows From Operating Activities 3,524 353 Cash Flows From Investing Activities Acquisition of Property, Plant and Equipment (9,308) (4,658) Proceeds from Disposal of Property, Plant and Equipment 2,073 551 Proceeds from Government Grant to Acquire Property, Plant and Equipment – 84 Acquisition of Other Financial Assets – (222) Proceeds from Disposal of Other Financial Assets 135 – Acquisition of Subsidiaries, Net of Cash (Note 16A) – (8,164) Assets Classified as Held for Sale – 49 Dividend Income Received 1 2 Interest Income Received 4 4

Net Cash Flows Used In Investing Activities (7,095) (12,354)

53

CONSOLIDATED STATEMENT OF CASH FLOWSYear Ended 31 October 2011


Group 2011

$’0002010 $’000

Cash Flows From Financing Activities Proceeds from Issue of Ordinary Shares 98 58 Proceeds from Loans and Borrowings 5,877 197 Repayments of Loans and Borrowings (2,295) (1,870) Increase in Cash Restricted in Use Over 3 Months (588) (20) Dividends Paid to Non-Controlling Interests of Subsidiaries (645) – Interest Expenses Paid (875) (488) Disposal of Non-Controlling Interests without Change in Control 20 – Acquisition of Non-Controlling Interests without Change in Control (160) –

Net Cash Flows From/(Used in) Financing Activities 1,432 (2,123)

Net Decrease in Cash and Cash Equivalents (2,139) (14,124) Effect of Exchange Rate Changes on Cash and Cash Equivalents (1) – Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance 12,495 26,619

Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance (Note 22A) 10,355 12,495


NOTES TO THE FINANCIAL STATEMENTS31 October 2011

1. GENERAL

ecoWise Holdings Limited (the “Company”) is incorporated in Singapore with limited liability. The address of the Company’s registered office is 17 Kallang Junction, #04-03, Singapore 339274. The Company is situated in Singapore.

The financial statements as at and for the reporting year ended 31 October 2011 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in an associate.

The financial statements were approved and authorised for issue by the board of directors on 12 January 2012.

The principal activities of the Company are those of an investment holding company and provision of management services to its subsidiaries. It is listed on the Singapore Exchange Securities Trading Limited. The principal activities of the subsidiaries are described in Note 16 to the financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Convention

The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”) and the related Interpretations to FRS (“INT FRS”) as issued by the Singapore Accounting Standards Council and provisions in the Singapore Companies Act, Chapter 50. The financial statements are prepared on a going concern basis under the historical cost convention except where a FRS requires an alternative treatment (such as fair values) as disclosed where appropriate in these financial statements.

Basis of Preparation

The preparation of financial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from these estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made judgements in the process of applying the Group’s accounting policies. The areas requiring management’s most subjective or complex judgements, or areas where assumptions and estimates are significant to the financial statements, are disclosed at the end of this footnote, where applicable.

55


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Presentation

The acquisition method of accounting is used to prepare the consolidated financial statements, which include the financial statements of the Company and all its directly and indirectly controlled subsidiaries, made up to the end of the reporting year. Consolidated financial statements are the financial statements of the Group presented as those of a single economic entity. The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intragroup balances and transactions, including income, expenses and dividends are eliminated upon consolidation. The results of the investees acquired or disposed of during the reporting year are included in the consolidated financial statements from the respective dates of acquisition or up to the dates of disposal, which are the dates on which effective control is obtained of the acquired business until that control ceases. Upon disposal, the attributable amount of goodwill, if any, is included in the determination of the gain or loss on disposal. The equity method of accounting is used for consolidating the results of the associate in the consolidated financial statements.

Changes in the Group’s equity interests in a subsidiary that do not result in the loss of control are accounted for within equity. When the Group ceases to control a subsidiary, it derecognises the assets and liabilities and related equity components of the former subsidiary. Any gain or loss is recognised in profit or loss. Any retained equity interests in the former subsidiary is measured at its fair value at the date when control has ceased and accounted for as an associate, joint venture or financial asset.

The Company’s financial statements have been prepared on the same basis, and as permitted by the Singapore Companies Act, Chapter 50, no statement of comprehensive income is presented for the Company.

Revenue Recognition

The revenue amount is the fair value of the consideration received or receivable from the gross inflow of economic benefits during the reporting year arising from the course of the activities of the Group and it is shown net of related sales taxes, estimated returns and rebates.

Revenue from the sale of goods is recognised when significant risks and rewards of ownership are transferred to the buyer, there is neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the amount of revenue and costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from rendering of services that are of short duration is recognised when the services are completed.

Interest income is recognised using the effective interest method.

Dividend income from equity instruments is recognised as income when the Group’s right to receive payment is established.



Employee Benefits

Short-Term Employee Benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related services are provided.

A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

For employee leave entitlement, the expected cost of short-term employee benefits in the form of compensated absences is recognised in the case of accumulating compensated absences when the employees render service that increases their entitlement to future compensated absences; and in the case of non-accumulating compensated absences, when the absences occur. A liability for bonuses is recognised where the Group is contractually obliged or where there is constructive obligation based on past practice.

Defined Contribution Benefits

Contributions to defined contribution retirement benefit plans are recorded as an expense as they fall due. The Group’s legal or constructive obligation is limited to the amount that it agrees to contribute to an independently administered fund.

Defined Benefit Plan

The Group operates an unfunded defined benefit plan for qualifying employees of its subsidiaries in Malaysia. In accordance with the terms of their employment contracts, the benefits are calculated based on the last drawn salaries, length of services and the rates set out in the said contracts. The Group’s obligations under the defined benefit plan, calculated using the projected unit credit method, are determined based on actuarial assumptions and computations. Actuarial assumptions are updated for any material transactions and changes in circumstances at each end of the reporting year.

Share-Based Payment Transactions

Benefits to employees, including the directors, are provided in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”). The fair value of the employee services rendered is determined by reference to the fair value of the shares awarded or granted, excluding the impact of any non-market vesting conditions. The amount is determined by reference to the fair value of the shares awarded or granted on grant date. This fair value amount is charged to the profit or loss over the vesting period of the share-based payment scheme, with the corresponding increase in equity. The value of the charge is adjusted in the profit or loss over the remaining vesting period to reflect expected and actual levels of shares vesting, with the corresponding adjustment made in equity. Cancellations of grants of equity instruments during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) are accounted for as an acceleration of vesting, therefore any amount unrecognised that would otherwise have been charged is recognised immediately in the profit or loss.


57


Income Tax

Income tax expense comprises current tax and deferred tax. Current and deferred taxes are recognised as an income or an expense in the profit or loss, except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

The measurements of current and deferred tax liabilities and assets are based on provisions of the enacted or substantially enacted tax laws; the effects of future changes in tax laws or rates are not anticipated.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority.

A deferred tax asset or liability is recognised for all temporary differences, unless the temporary differences arise from the initial recognition of an asset or liability in a transaction that (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax liability or asset is recognised for all temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each end of the reporting year and is reduced, if necessary, by the amount of any tax benefits, based on available evidence, are not expected to be realised.

Foreign Currency Transactions

The functional currency is the Singapore dollar as it reflects the primary economic environment in which the Company operates.

Transactions in foreign currencies are recorded in the functional currency at the exchange rates ruling at the dates of the transactions. At each end of the reporting year, monetary balances and balances measured at fair value that are denominated in non-functional currencies are translated at the exchange rates ruling at the end of the reporting year and fair value dates, respectively.

All realised and unrealised exchange adjustment gains and losses are dealt with in the profit or loss, except when recognised in other comprehensive income.

The presentation currency is the functional currency. All financial information presented in Singapore dollars have been rounded to the nearest thousand, unless otherwise stated.

Translation of Financial Statements of Other Entities

Each entity in the Group determines its appropriate functional currency to reflect the primary economic environment in which the entity operates. In translating the financial statements of an investee for incorporation in the consolidated financial statements to the presentation currency, the assets and liabilities denominated in other currencies are translated at the exchange rates ruling at the end of the reporting year and the income and expense items are translated at average exchange rates for the reporting year. The resulting translation adjustments (if any) are recognised in other comprehensive income and accumulated in a separate component of equity until the disposal of that investee.




Borrowing Costs

Finance costs comprise interest expenses on borrowings and unwinding of the discount on provisions and contingent consideration that are recognised in the profit or loss.

Borrowing costs that are interest expenses and other costs incurred in connection with the borrowing of funds that are directly attributable to the acquisition, construction or production of a qualifying asset that necessarily take a substantial period of time to get ready for their intended use or sale are capitalised as part of the cost of that asset until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed.

Other borrowing costs are recognised as an expense in the period in which they are incurred. Interest expenses are calculated using the effective interest method.

Property, Plant and Equipment

Property, plant and equipment are carried at cost on initial recognition and after initial recognition at cost less any accumulated depreciation and accumulated impairment losses.

Cost includes acquisition cost, borrowing cost capitalised and any cost directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are recognised as an asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to the profit or loss when they are incurred.

Cost also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which the Group incurs either when the item is acquired or as a consequence of having used the item during a particular period.

Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets less their residual values over their estimated useful lives of each part of an item of these assets. The annual rates of depreciation are as follows:

Land – Over remaining lease period of 65 and 68 yearsLeasehold properties and improvements – Over remaining lease period of 11 and 25 yearsPlant and equipment – 2.38% to 33.33%Construction in progress – Not depreciated

Construction in progress is not depreciated as these are not available for use.

An asset is depreciated when it is available for use even if during that period the item is idle. Fully depreciated assets still in use are retained in the financial statements.

The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item of property, plant and equipment and is recognised in the profit or loss.

The residual value and the useful life of an asset is reviewed at least at each end of the reporting year and, if expectations differ significantly from previous estimates, the changes are accounted for as a change in an accounting estimate, and the depreciation charge for the current and future periods are adjusted.


59


Leases

Whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date, that is, whether (a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset.

Leases are classified as finance leases if substantially all the risks and rewards of ownership are transferred to the lessee. All other leases are classified as operating leases.

At the commencement of the lease term, a finance lease is recognised as an asset and as a liability in the statement of financial position at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is impracticable to determine, the lessee’s incremental borrowing rate is used.

Any initial direct costs of the lessee are added to the amount recognised as an asset. The excess of the lease payments over the recorded lease liability are treated as finance costs which are allocated to each reporting year during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Contingent rents are charged as expenses in the reporting years in which they are incurred. The assets are depreciated as owned depreciable assets.

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased assets are classified as operating leases. For operating leases, lease payments are recognised as an expense in the profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the user’s benefit, even if the payments are not on that basis. Lease incentives received are recognised in the profit or loss as an integral part of the total lease expense.

Land Use Rights

Land use rights under operating leases are initially stated at cost and subsequently amortised on a straight-line basis over the remaining lease period of 50 years.

Intangible Assets

An identifiable non-monetary asset without physical substance is recognised as an intangible asset at acquisition cost if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group and cost of the asset can be measured reliably. After initial recognition, an intangible asset with finite useful life is carried at cost less any accumulated amortisation and accumulated impairment losses. An intangible asset with an indefinite useful life is not amortised. An intangible asset is regarded as having an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Group.

Identifiable intangible assets acquired as part of a business combination are initially recognised separately from goodwill if the asset’s fair value can be measured reliably, irrespective of whether the asset had been recognised by the acquiree before the business combination. An intangible asset is considered identifiable only if it is separable or if it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the Group or from other rights and obligations.

The amortisable amount of an intangible asset with finite useful life is allocated on a systematic basis over the best estimate of its useful life from the point at which the asset is ready for use.




Trademarks

Trademarks acquired in a business combination are recognised at fair value at the acquisition date. Trademarks have a finite useful life and are carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation is calculated on a straight-line basis over the estimated useful lives of 10 to 25 years.

Customer Relationships

Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships are carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation is calculated on a straight-line basis over the expected life of the customer relationships of 10 years.

Goodwill

Goodwill is recognised as of the acquisition date measured as the excess of (a) over (b) whereby (a) being the aggregate of (i) the consideration transferred measured at acquisition date fair value; (ii) the amount of any non-controlling interests in the acquiree measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s net identifiable assets; and (iii) in a business combination achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree; and (b) being the net of the identifiable assets acquired and the liabilities assumed measured at acquisition date fair values.

After initial recognition, goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Irrespective of whether there is any indication of impairment, goodwill is tested for impairment at least annually. Impairment on goodwill is not reversed in any circumstances.

For the purpose of impairment testing and since the acquisition date of the business combination, goodwill is allocated to each cash-generating unit, or groups of cash-generating units that are expected to benefit from the synergies of the business combination, irrespective of whether other assets or liabilities of the acquiree were assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes and is not larger than a segment.

Segment Reporting

Reportable segments are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is reported on the same basis as is used internally for evaluating operating segment performance and deciding how to allocate resources to operating segments.


61


Subsidiaries

A subsidiary is an entity including unincorporated and special purpose entity that is controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities accompanying a shareholding of more than one half of the voting rights or the ability to appoint or remove the majority of the members of the board of directors or to cast the majority of votes at meetings of the board of directors. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

In the Company’s own separate financial statements, the investments in subsidiaries are stated at cost less any allowance for impairment in value. Impairment loss recognised in the profit or loss for a subsidiary is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.

Associate

An associate is an entity including an unincorporated entity in which the investor has a substantial financial interest (usually not less than 20% of the voting power), significant influence and that is neither a subsidiary nor a joint venture of the investor. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The investment in associate is accounted using the equity method of accounting. The investment in associate is carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the associate less any allowance for impairment in value.

The profit or loss reflects the Group’s share of the results of operations of the associate. Losses of the associate in excess of the Group’s interests in the relevant associate are not recognised, except to the extent that the Group has an obligation. Profits and losses resulting from transactions between the Group and the associate are recognised in the financial statements only to the extent of unrelated investors’ interests in the associate. Unrealised losses are eliminated in the consolidated financial statements unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of the associate are changed where necessary to ensure consistency with the policies adopted by the Group.

The Group discontinues the use of the equity method of accounting from the date that it ceases to have significant influence over the associate and accounts for the remaining investment as financial assets. Any gain or loss is recognised in the profit or loss. Any investment retained in the former associate is measured at its fair value at the date that it ceases to be an associate.

In the Company’s own separate financial statements, the investment in associate is stated at cost less any allowance for impairment in value. Impairment loss recognised in the profit or loss for the associate is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.




Business Combinations

A business combination is a transaction or other event which requires that the assets acquired and liabilities assumed to constitute a business. It is accounted for by using the acquisition method of accounting.

The cost of a business combination includes the fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer at the acquisition date. The acquisition related costs are expensed in the periods in which the costs are incurred and the services are received, except for any costs incurred to issue debts or equity securities are recognised in accordance with FRS 32 – Financial Instruments: Presentation and FRS 39 – Financial Instruments: Recognition and Measurement.

At acquisition date, the acquirer recognises, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquiree measured at acquisition date fair values as defined in and that meet the conditions for recognition under FRS 103 – Business Combinations.

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised. If the acquirer has made a gain from a bargain purchase, that gain is recognised in the profit or loss. For gain on bargain purchase, a reassessment is made of the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business combination and any excess remaining after this reassessment is recognised immediately in the profit or loss.

For business combinations achieved in stages, any equity interest held in the acquiree is remeasured immediately before achieving control at its acquisition date fair value and any resulting gain or loss is recognised in the profit or loss.

Goodwill and fair value adjustments resulting from the application of acquisition method of accounting at the date of acquisition are treated as assets and liabilities of the acquired entity and are recorded at the exchange rates prevailing at the acquisition date and are subsequently translated at the exchange rates ruling at the end of the reporting year.

Where the fair values are estimated on a provisional basis, they are finalised within one year from the acquisition date with consequent retrospective changes to the amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. Non-Controlling Interests

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s net assets. Where the non-controlling interests are measured at fair value, the valuation techniques and key model inputs used are disclosed in the relevant note. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The non-controlling interests in the net assets and net results of a consolidated subsidiary are shown separately in the appropriate components of the consolidated financial statements.

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For acquisitions of non-controlling interests, the difference between any consideration paid and the relevant share of the carrying amount of net assets of the subsidiary acquired is recorded in equity. Gains or losses on disposals without loss of control are also recorded in equity.


63


Impairment of Non-Financial Assets

Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same time every year on an intangible asset with an indefinite useful life or an intangible asset not yet available for use. The carrying amounts of other non-financial assets are reviewed at each end of the reporting year for indications of impairment.

The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in the profit or loss. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

At each end of the reporting year, non-financial assets, other than goodwill, with impairment loss recognised in prior periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Non-Derivative Financial Assets

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets.

Financial Assets at Fair Value through Profit or Loss

A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s investment strategy.

Attributable transaction costs are recognised in the profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in the profit or loss.

Financial assets designated at fair value through profit or loss comprise equity shares that otherwise would have been classified as available-for-sale.




Non-Derivative Financial Assets (Continued)

Held-To-Maturity Financial Assets

If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortised cost using the effective interest method less any impairment losses.

Loans and Receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method less any impairment losses.

Loans and receivables comprise cash and cash equivalents and trade and other receivables.

Cash and cash equivalents comprise cash balances and bank deposits. For the purpose of the statement of cash flows, cash and cash equivalents exclude short-term deposits which are pledged to the bank as security and cannot be withdrawn on demand. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents.

Available-For-Sale Financial Assets

The Group’s investments in certain equity shares are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign exchange gains and losses on available-for-sale monetary items, are recognised directly in other comprehensive income. When an investment is derecognised, the cumulative gain or loss in other comprehensive income and presented within equity in other reserves is transferred to the profit or loss.

Non-Derivative Financial Liabilities

Financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group’s non-derivative financial liabilities comprise trade and other payables and loans and borrowings.

Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.


65


Derivative Financial Instruments, Including Hedge Accounting

The Group holds derivative financial instruments to hedge its foreign currency risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through the profit or loss.

On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship.

The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual effectiveness of each hedge are within an acceptable range. Transaction that is highly probable to occur and addresses an exposure to variations in cash flows that could ultimately affect reported profit or loss is accounted for as a cash flow hedge of a forecast transaction.

Derivatives are recognised initially at fair value and attributable transaction costs are recognised in the profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Cash Flow Hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect the profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in the profit or loss.

When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognised. In other cases, the amount accumulated in equity is reclassified to the profit or loss in the same period that the hedged item affects the profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified in the profit or loss.

Separable Embedded Derivatives

Changes in the fair value of separated embedded derivatives are recognised immediately in the profit or loss.

Other Non-Trading Derivatives

When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes in its fair value are recognised immediately in the profit or loss.




Fair Value of Financial Instruments

The carrying values of current financial instruments approximate their fair values due to the short-term maturity of these instruments. Disclosures of fair value are not made when the carrying amount of current financial instruments is a reasonable approximation of its fair value. The fair values of non-current financial instruments may not be disclosed separately unless there are significant differences at the end of the reporting year and in the event the fair values are disclosed in the relevant notes to the financial statements.

The maximum exposure to credit risk is the fair value of the financial instruments at the end of the reporting year. The fair value of a financial instrument is derived from an active market or by using an acceptable valuation technique. The appropriate quoted market price for an asset held or liability to be issued is usually the current bid price without any deduction for transaction costs that may be incurred on sale or other disposal and, for an asset to be acquired or for liability held, the asking price. If there is no market, or the markets available are not active, the fair value is established by using an acceptable valuation technique.

The fair value measurements are classified using a fair value hierarchy of 3 levels that reflects the significance of the inputs used in making the measurements that is, Level 1 for the use of quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 for the use of inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 for the use of inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. Where observable inputs require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

Inventories

Inventories are measured at the lower of cost and net realisable value. The costs of raw materials, work-in-progress and finished goods are measured using the first-in-first-out method and the costs of consumables are measured using the weighted average method.

Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A write down on inventories is made where the cost is not recoverable or if the selling prices have declined.

Equity

Equity instruments are contracts that give a residual interest in the net assets of the Company. Ordinary shares are classified as equity. Equity instruments are recognised at the amount of proceeds received net of incremental costs directly attributable to the transaction. Dividends on equity are recognised as liabilities when they are declared. Interim dividends are recognised when declared by the directors.


67


Provisions

A liability or provision is recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

The increase in the provision due to passage of time is recognised as finance costs. Changes in estimates are reflected in the profit or loss in the reporting year they occur.

Government Grants

A government grant is recognised at fair value when there is reasonable assurance that the conditions attaching to it will be complied with and that the grant will be received. A grant in recognition of specific expenses is recognised as income over the periods necessary to match them with the related costs that they are intended to compensate, on a systematic basis. A grant related to depreciable assets is allocated to income over the period in which such assets are used in the project subsidised by the grant. A government grant related to assets, including non-monetary grants at fair value, is presented in the statement of financial position as deferred income.

Critical Judgements, Assumptions and Estimation Uncertainties

The critical judgements made in the process of applying the accounting policies that have the most significant effect on the amounts recognised in the financial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities currently or within the next reporting year are discussed below.

These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information available at the date when financial statements are prepared. However, actual figures may differ from these estimates.

Property, Plant and Equipment

An assessment is made at each reporting year whether there is any indication that the assets may be impaired. If any such indication exists, an estimate is made of the recoverable amounts of the assets. The recoverable amounts of cash-generating units have been determined based on value in use calculations. These calculations require the use of estimates. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next reporting year that are different from assumptions could require adjustments to the carrying amount of certain specific items of property, plant and equipment affected.

The carrying amount of the specific assets at the end of the reporting year affected by the assumptions is $11,580,000 (2010: $7,311,000).




Critical Judgements, Assumptions and Estimation Uncertainties (Continued)

Useful Lives of Plant and Equipment

The estimates for the useful lives and related depreciation charges for plant and equipment is based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to severe market conditions. The depreciation charge is increased where useful lives are less than previously estimated useful lives, or the carrying amounts written off or written down for technically obsolete or non-strategic assets that have been abandoned. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next reporting year that are different from assumptions could require adjustments to the carrying amount of the balances affected.

Impairment of Subsidiaries and Associate

When a subsidiary or associate is in net equity deficit and has suffered operating losses, the recoverable amount of the investee is estimated to assess whether the investment in the investee has suffered any impairment. This determination requires significant judgement. An estimate is made of the future profitability of the investee, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, and operational and financing cash flows. The amount of the relevant investment is $1,450,000 (2010: $1,350,000) at the end of the reporting year. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next reporting year that are different from assumptions could require adjustments to the carrying amounts of the asset.

The specific assets at the end of the reporting year affected by the assumptions are fully impaired.

Net Realisable Value of Inventories

A review is made periodically on inventory for obsolete and excess inventory and declines in net realisable value below cost and an allowance is recorded against the carrying amount of inventories for any such obsolescence, excess and declines. These reviews require management to consider the future demands for the inventories. The realisable value represents the best estimate of the recoverable amount and is based on the acceptable evidence available at the end of the reporting year and inherently involves estimates regarding the future expected realisable value. The usual considerations for determining the amount of allowance or write-down include expected usage, ageing analysis, technical assessment and subsequent events. In general, such an evaluation process requires significant judgment and may affect the carrying amount of inventories at the end of the reporting year. Possible changes in these estimates could result in revisions to the stated value of the inventories.

The carrying amount of inventories at the end of the reporting year is $9,764,000 (2010: $9,604,000 (Restated)).


69


Critical Judgements, Assumptions and Estimation Uncertainties (Continued)

Allowance for Doubtful Trade Receivables

An allowance is made for doubtful trade receivables for estimated losses resulting from the subsequent inability of the customers to make required payments. If the financial conditions of the customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. Management generally analyses trade receivables, historical bad debts, customer concentrations, customer creditworthiness, and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful trade receivables. To the extent that it is feasible, impairment and uncollectibility is determined individually for each specific customer. In cases where that process is not feasible, a collective evaluation of impairment is performed. At the end of the reporting year, the trade receivables carrying amount approximates its fair value and the carrying amount might change within the next reporting year but the change would not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year.

Actuarial Assumptions on Retirement Benefit Obligations

Accounting for retirement benefit obligations involves actuarial assumptions required to measure the obligation and the expenses, with the possibility that actual results differ from the assumed results. These differences are known as actuarial gains and losses. Retirement benefit obligations are measured using the projected unit credit method. According to this method, the Group has to make a reliable estimate of the amount of benefits earned in return for services rendered in current and prior periods using actuarial techniques. In addition, in cases where defined benefit plans are funded, the Group has to estimate the fair value of plan assets based on the expected return on plan assets which is computed using the estimated long-term rate of return. The use of the projected unit credit method involves a number of actuarial assumptions. These assumptions include demographic assumptions such as mortality, turnover and retirement age, and financial assumptions such as discount rates, salary and benefit levels. Such assumptions are subject to judgements and actual results may develop differently than expected.

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

FRS 24 defines a related party as a person or entity that is related to the reporting entity and it includes (a) A person or a close member of that person’s family if that person (i) has control or joint control over the reporting entity; (ii) has significant influence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is related to the reporting entity if any of the following conditions apply: (i) The entity and the reporting entity are members of the same group; (ii) One entity is an associate or joint venture of the other entity; (iii) Both entities are joint ventures of the same third party; (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity; (vi) The entity is controlled or jointly controlled by a person identified in (a); or (vii) A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).



3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED)

3A. Related Parties

There are transactions and arrangements between the Group and related parties and the effects of these on the basis determined between the parties are reflected in these financial statements. The sales with related parties are based on the price lists in force with non-related parties. The current related party balances are unsecured without fixed repayment terms and interest, unless stated otherwise. For non-current balances, if significant, an interest is imputed, unless stated otherwise, based on the prevailing market interest rate for similar debt less the interest rate, if any, provided in the agreement for the balance. For financial guarantees, an amount is imputed and is recognised accordingly if significant where no charge is payable. No charge is made for the financial guarantees provided by related parties which include non-controlling interests, directors or shareholders.

In addition to the transactions and balances disclosed elsewhere in the notes to the financial statements, significant related party transactions include the following:

Group 2011

$’0002010 $’000

Non-Controlling Interests in Subsidiaries Rendering of services (7) (7)Sale of goods (6,472) (701)Rental income (65) (94)Disposal of property, plant and equipment (28) (149)Disposal of equity interests in a subsidiary – (202)Purchase of services 242 15Purchase of goods 3,568 – Rental expenses 516 247Acquisition of property, plant and equipment 16 3 Associate Rendering of services (73) (39)Management fee income (1,359) (1,864)Purchase of services 2 2,460


71

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED)

3B. Key Management Compensation

Key management personnel are the directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. Key management compensation is for all the directors and other key management personnel totalling 6 (2010: 9) persons. Key management compensation is included under employee benefits expense.

Group 2011

$’0002010 $’000

Salaries and other short-term employee benefits 1,923 1,667Equity-settled share-based payments – 515

Included in the above amounts are the following items:

Group 2011

$’0002010 $’000

Remuneration of directors of the Company 870 660Remuneration of directors of the subsidiaries 403 198Fees to directors of the Company 110 95Fees to directors of the subsidiary 198 85Equity-settled share-based payments to directors – 462

Further information about the remuneration of directors of the Company is provided in the report on corporate governance.



4. FINANCIAL INFORMATION BY OPERATING SEGMENTS

4A. Information about Operating Segment Profit or Loss, Assets and Liabilities

Disclosure of information about operating segments, products and services, the geographical areas, and the major customers is made as required by FRS 108 – Operating Segments. This disclosure standard has no impact on the reported results or financial position of the Group.

For management reporting purposes, the Group has three operating segments, which form the Group’s strategic business units. The strategic business units offer different products and services and are managed separately because they require different technology and marketing strategies. For each of the strategic business units, management reviews internal management reports on at least a quarterly basis.

The following summary describes the operations in each of the Group’s operating segments:

(a) Renewable Energy – Design, build and operate biomass co-generation systems, generate power for sale and provision of services related to the applications of heat.

(b) Resource Recovery – Process, recycle and repurpose waste and salvageable materials into environmentally friendly products for industrial applications, such as washed copper slag, compost and retreaded tyres.

(c) Integrated Environmental Management Solutions – Provision of resource management and integrated environmental engineering solutions for industrial waste and energy management, including designing, optimising, engineering, procurement, fabricating, commissioning, managing and maintenance of waste and energy management facilities.

Performance is measured based on segment results before income tax, finance income, finance costs and share of results from associate, as included in the internal management reports. Segment results is used to measure performance as management believes that such information is the most relevant in evaluating the results of the operating segments relative to other entities that operate in similar industries.

Inter-segment sales are measured on the basis that the entity actually used to price the transfers. Internal transfer pricing policies of the Group are as far as practicable based on market prices. The accounting policies of the operating segments are the same as those described in Note 2 to the financial statements.

The information about the operating segment profit or loss, assets and liabilities is set out below.


73

4. FINANCIAL INFORMATION BY OPERATING SEGMENTS (CONTINUED)

4B. Profit or Loss and Reconciliation

Renewable Energy

Resource Recovery

Integrated Environmental Management

Solutions

Elimination

Group

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

GroupRevenue Revenue from external customers 5,136 6,923 74,449 30,555 257 107 – – 79,842 37,585Inter-segment revenue 275 192 493 843 197 208 (965) (1,243) – – Segment revenue 5,411 7,115 74,942 31,398 454 315 (965) (1,243) 79,842 37,585 Segment results (1,576) (2,751) 5,518 2,099 (532) (317) – – 3,410 (969) Share of results from associate, allocated to operating segments – – (287) (114) – – – – (287) (114) Unallocated corporate results 20 86 Profit/(loss) before finance income/(costs) and income tax 3,143 (997) Finance income 5 6Finance costs (875) (488)Income tax expense (1,341) (499)Profit/(loss) for the year 932 (1,978)

4C. Assets, Liabilities and Reconciliation

Renewable Energy

Resource Recovery


Solutions

Elimination

Group

2011 $’000

2010 $’000

2011 $’000

2010 $’000

(Restated)

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

(Restated)

GroupSegment assets 32,424 22,512 65,284 63,848 8,217 7,039 (24,552) (12,375) 81,373 81,024Investments in associate, allocated to operating segments – – 1,352 1,639 – – – – 1,352 1,639Unallocated corporate assets 4,407 3,731Total assets 87,132 86,394 Segment liabilities 28,357 20,252 20,625 40,908 8,979 8,678 (46,325) (56,441) 11,636 13,397Loans and borrowings – Allocated to operating segments 4,615 92 11,819 12,188 – – – – 16,434 12,280– Unallocated corporate loans and borrowings 2,844 4,202Income tax payable – 167Deferred tax liabilities 2,700 2,666Unallocated corporate liabilities 698 493Total liabilities 34,312 33,205

Capital expenditure Allocated to operating segments 8,410 4,022 831 413 52 147 – – 9,293 4,582Unallocated corporate capital expenditure 15 76Total capital expenditure 9,308 4,658




4D. Other Material Items

Renewable Energy

Resource Recovery


Solutions

Elimination

Group

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

2011 $’000

2010 $’000

Group

Depreciation of property, plant and equipmentAllocated to operating segments 1,350 1,287 1,364 1,007 17 11 – – 2,731 2,305Unallocated corporate depreciation 79 67Total depreciation of property, plant and equipment 2,810 2,372 Reversal of impairment loss on property, plant and equipment (502) – – (392) – – – – (502) (392) (Gain)/loss on disposal of property, plant and equipment 37 414 (60) 54 – – – – (23) 468 Amortisation of land use rights 22 23 – – – – – – 22 23 Amortisation of intangible assets – – 105 – – – – – 105 – Impairment loss on other financial assets – – 76 – – – – – 76 – Gain on disposal of other financial assets – – (9) – – – – – (9) – Net fair value loss/(gain) on derivative financial instruments – – 108 (77) – – – – 108 (77) Provision for retirement benefit obligations expenses (net) – – 19 14 – – – – 19 14 Amortisation of deferred income – – (8) – – – – – (8) – Allowance for doubtful receivables – (reversal)/made (45) – 28 144 – – – – (17) 144 Allowance for inventory obsolescence – made/(reversal) 12 – (110) – – – – – (98) –


75


4E. Geographical Information

In presenting information based on geographical segments, segment revenue is based on geographical location of the customers and segment assets are based on geographical location of the assets.

Revenue Non-Current Assets 2011

$’0002010 $’000

2011 $’000

2010 $’000

(Restated)

Singapore 11,638 14,417 18,410 11,172Greater China 484 3,370 8,266 8,640Malaysia 45,427 15,491 16,634 19,539Australia 18,670 2,103 – – Japan 75 1,079 – – Others 3,548 1,125 – –

79,842 37,585 43,310 39,351

4F. Information about Major Customers

In 2011, revenue from one customer of the Group’s resource recovery operating segment contributed approximately $18,450,000 of the Group’s total revenue. In 2010, there were no customers with revenue transactions over 10% of the Group’s revenue.

5. REVENUE

Group 2011

$’0002010 $’000

Sale of goods 71,039 22,455Rendering of services 6,751 12,649Management fee income 1,359 1,864Others 693 617

79,842 37,585



6. FINANCE INCOME

Group 2011

$’0002010 $’000

Interest income from financial institutions 4 4Dividend income from unquoted corporations 1 2

5 6

7. OTHER CREDITS AND (OTHER CHARGES)

Group 2011

$’0002010 $’000

Reversal of impairment loss on property, plant and equipment 502 392 Gain/(loss) on disposal of property, plant and equipment 23 (468) Gain on disposal of coal-fired power plant operation quota – 848 Gain on disposal of equity interests in a subsidiary – 42 Impairment loss on other financial assets (76) – Gain on disposal of other financial assets 9 – Net fair value (loss)/gain on derivative financial instruments (108) 77 Foreign exchange gain/(loss) 223 (58) Equity-settled share-based payments – (577) Allowance for doubtful receivables – reversal/(made) 17 (144) Government grant 8 80 Others (18) (74)

Net 580 118

Presented in profit or loss as: Other credits 781 1,381 Other charges (201) (1,263)

Net 580 118

In 2010, the government grant represented income from Job Credit Scheme which amounted to $80,000.


77

8. FINANCE COSTS

Group 2011

$’0002010 $’000

Interest expenses on bank loans 741 411Interest expenses on finance lease liabilities 102 77Interest expenses on retirement benefit obligations 32 –

875 488

9. EMPLOYEE BENEFITS EXPENSE

Group 2011

$’0002010 $’000

Salaries, bonus and other wages 11,063 6,986Contributions to defined contribution plans 789 516Other benefits 427 202Provision for retirement benefit obligations expense (net) 19 14Equity-settled share-based payments – 577

Total employee benefits expense 12,298 8,295

10. ITEMS IN THE STATEMENT OF COMPREHENSIVE INCOME

In addition to the charges and credits disclosed elsewhere in the notes to the financial statements, this item includes the following charges:

Group 2011

$’0002010 $’000

Audit fees paid and payable to: Auditors of the Company 215 200Non-audit fees paid and payable to: Auditors of the Company 29 26 Affiliated company of the auditors of the Company 19 81



11. INCOME TAX EXPENSE

11A. Components of Income Tax Expense Recognised in Profit or Loss

Group 2011

$’0002010 $’000

Current tax expense Current tax expense 1,028 431 Adjustments to current tax in respect of prior periods 253 (48)

1,281 383

Deferred tax expense Deferred tax expense 60 116

60 116

Total income tax expense 1,341 499

The income tax in profit or loss varied from the amount of income tax amount determined by applying the Singapore income tax rate of 17% (2010: 17%) to profit or loss before income tax as a result of the following differences:

Group 2011

$’0002010 $’000

Profit/(loss) before income tax 2,273 (1,479) Add: Share of loss from associate 287 114

2,560 (1,365)

Income tax using the Company’s income tax rate of 17% (2010: 17%) 435 (232) Effect of different tax rates in foreign jurisdictions 304 (53) Non-deductible items 469 310 Tax exempt income (220) (52) Tax incentives (41) – Adjustments to current tax in respect of prior periods 253 (48) Changes in tax rates – (6) Deferred tax assets not recognised 126 552 Others 15 28

Total income tax expense 1,341 499


79

11. INCOME TAX EXPENSE (CONTINUED)

11B. Movements in Deferred Tax Liabilities in the Statements of Financial Position

At 1 November

2009

Recognised in profit or loss

Acquired in business

combinations

Exchange differences

At 31 October

2010


Exchange differences

At 31 October

2011

$’000 $’000 $’000 (Restated) (Note 16A)

$’000 $’000 (Restated)

$’000 $’000 $’000

Group

Property, plant and equipment (647) 73 (1,846) 40 (2,380) (158) 49 (2,489)Intangible assets – – (507) 11 (496) 26 13 (457)Unutilised tax losses 41 536 – – 577 337 – 914Unutilised capital allowances 549 (178) – – 371 (370) – 1Other items (1) 5 100 (3) 101 231 – 332Deferred tax assets valuation allowance (287) (552) – – (839) (126) (36) (1,001)

(345) (116) (2,253) 48 (2,666) (60) 26 (2,700)

At 1 November

2009


At 31 October

2010


At 31 October

2011

$’000 $’000 $’000 $’000 $’000

Company

Property, plant and equipment (20) – (20) – (20) It is impracticable to estimate the amount expected to be settled or used within one year.

For the Singapore companies, the realisation of the future income tax benefits from tax losses carryforwards and deductible temporary differences from capital allowances is available for an unlimited future period subject to the conditions imposed by law including the retention of majority shareholders as defined.



12. EARNINGS PER SHARE

The following table illustrates the numerators and denominators used to calculate basic and diluted earnings per share of no par value:

2011 $’000

2010 $’000

Numerator: Earnings Profit/(loss) for the year attributable to owners of the Company used in the basic and diluted earnings per share calculation 562 (1,348)

2011 ’000

2010 ’000

Denominator: Shares Weighted average number of ordinary shares in issue during the reporting year used in the basic earnings per share calculation 836,555 818,665 Effect of dilution of warrants on issue – 1,586

Weighted average number of ordinary shares in issue during the reporting year used in the diluted earnings per share calculation 836,555 820,251

At 31 October 2011, the Group had no dilutive potential ordinary shares in issue.


81

13. PROPERTY, PLANT AND EQUIPMENT

Construction in progress

Land

Leasehold properties and improvements

Plant and

equipment

Total$’000 $’000 $’000 $’000 $’000

Group:

Cost At 1 November 2009 784 – 4,192 20,578 25,554Acquisition through business combinations (Note 16A) – 1,556 2,676 13,631 17,863Effects of movements in exchange rates (9) (43) (141) (493) (686)Additions 3,734 – 9 1,138 4,881Transfers (1,513) – 326 1,187 – Disposals (323) – (85) (2,635) (3,043)At 31 October 2010 2,673 1,513 6,977 33,406 44,569Effects of movements in exchange rates 14 (27) (29) (370) (412)Additions 8,344 – 28 1,012 9,384Transfers (19) – – 19 – Disposals – (950) (1,112) (621) (2,683)At 31 October 2011 11,012 536 5,864 33,446 50,858 Accumulated depreciation and impairment losses At 1 November 2009 478 – 2,355 8,632 11,465Effects of movements in exchange rates – – (2) 39 37Transfers (188) – 188 – – Depreciation for the year – 17 175 2,180 2,372Disposals – – (7) (2,017) (2,024)Reversal of impairment loss (290) – – (102) (392)At 31 October 2010 – 17 2,709 8,732 11,458Effects of movements in exchange rates – (1) 2 (19) (18)Depreciation for the year – 18 155 2,637 2,810Disposals – (6) (31) (596) (633)Reversal of impairment loss – – – (502) (502)At 31 October 2011 – 28 2,835 10,252 13,115

Carrying amounts At 1 November 2009 306 – 1,837 11,946 14,089At 31 October 2010 2,673 1,496 4,268 24,674 33,111At 31 October 2011 11,012 508 3,029 23,194 37,743



13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Plant and equipment

$’000

Company

Cost At 1 November 2009 557 Additions 208

At 31 October 2010 765Additions 14 Disposals (2)

At 31 October 2011 777

Accumulated depreciation At 1 November 2009 132 Depreciation for the year 67

At 31 October 2010 199Depreciation for the year 79 Disposals (2)

At 31 October 2011 276 Carrying amounts

At 1 November 2009 425




83

13A. Reversal of Impairment Loss on Plant and Equipment

In previous reporting years, the Group assessed the recoverable amount of certain of its plant and equipment in the renewal energy operating segment and recorded an impairment loss on plant and equipment of $502,000. In the current reporting year, the Group considered the current usage of the plant and equipment and reassessed the recoverable amount based on its estimated value in use. The estimated value in use was determined using a pre-tax discount rate of 12.8% (2010: 12.8%). Accordingly, the Group reversed the impairment loss on plant and equipment previously recognised of $502,000. The reversal of impairment loss on plant and equipment was recognised in other credits.

In 2010, the reversal of impairment loss on plant and equipment in the resource recovery operating segment of $392,000 was due to the items of plant and equipment disposed.

13B. Plant and Machinery Acquired Under Finance Lease Arrangements

The Group and Company acquired plant and equipment under finance lease agreements and the carrying amounts of the plant and equipment are as follows:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Plant and equipment (Note 25B) 2,746 4,287 317 361

13C. Security

At 31 October 2011, certain of the Group’s leasehold properties and improvements with a carrying amount of $1,532,000 (2010: $3,952,000) and plant and equipment with a carrying amount of $18,052,000 (2010: $9,327,000) are pledged as security to secure loans and borrowings (Note 25).



14. INTANGIBLE ASSETS

Trademark

Customer relationships

Goodwill

Total

$’000 (Restated)

$’000 (Restated)

$’000 (Restated)

$’000 (Restated)

Group

Cost At 1 November 2009 – – 198 198Acquisition through business combinations (Note 16A) 1,981 56 292 2,329Effects of movements in exchange rates (42) (1) (3) (46)

At 31 October 2010 1,939 55 487 2,481Written off – – (198) (198) Effects of movements in exchange rates (51) (2) (7) (60)

At 31 October 2011 1,888 53 282 2,223

Accumulated amortisation and impairment losses At 1 November 2009 and 31 October 2010 – – 198 198Amortisation for the year 100 5 – 105Written off – – (198) (198) Effects of movements in exchange rates (1) – – (1)

At 31 October 2011 99 5 – 104

Carrying amounts

At 1 November 2009 – – – –

At 31 October 2010, restated 1,939 55 289 2,283

At 31 October 2011 1,789 48 282 2,119

The amortisation of trademarks and customer relationships was included in marketing and distribution expenses.


85

14. INTANGIBLE ASSETS (CONTINUED)

14A. Impairment Testing for Cash-Generating Units (“CGUs”) Containing Goodwill

For the purpose of impairment testing, goodwill is allocated to the Group’s CGUs identified through operating subsidiaries as follows:

2011 $’000

2010 $’000

(Restated)

Name of subsidiary Sunrich Resources Sdn. Bhd. 282 289

The recoverable amount of goodwill allocated to the CGU, Sunrich Resources Sdn. Bhd., was based on its value in use and was determined by discounting the future cash flows to be generated from the continuing use of the CGU. These calculations use cash flow projections based on financial budgets.

Key assumptions used in value in use calculations

2011 2010

Growth rate 5% to 16% 8% to 19%Discount rate 12% 9%

The growth rate used is based on management’s expectations on market performance. The discount rate used is pre-tax and reflects specific risks relating to the specific industry in which the entity operates in and cash flows beyond the periods covered by the financial budgets are projected on the assumptions of constant revenue growth and gross margins.



15. LAND USE RIGHTS

Group 2011

$’0002010 $’000

Cost At beginning of the reporting year 1,123 1,181Effects of movements in exchange rates 13 (58)

At end of the reporting year 1,136 1,123 Accumulated amortisation At beginning of the reporting year 39 18Effects of movements in exchange rates 1 (2)Amortisation for the year 22 23

At end of the reporting year 62 39 Carrying amount

At beginning of the reporting year 1,084 1,163

At end of the reporting year 1,074 1,084 Land use rights relate to the title of a land in The People’s Republic of China (“PRC”). The land use rights expire on 14 June 2059 and are non-transferrable. Amortisation of land use rights was charged as administrative expenses.


87

16. INVESTMENTS IN SUBSIDIARIES

Company 2011

$’0002010 $’000

(Restated)

Unquoted equity shares, at cost 19,524 6,259Allowance for impairment loss (1,450) (1,350)

18,074 4,909Loan to a subsidiary 306 12,826

18,380 17,735 Movements in allowance for impairment loss Balance at beginning of the reporting year 1,350 1,350Impairment loss 100 –

Balance at end of the reporting year 1,450 1,350

Loan to a subsidiary is unsecured and interest-free. The settlement of this amount is neither planned nor likely to occur in the future. As this amount is in substance, a part of the Company’s net investment in the subsidiary, it is stated at cost less impairment losses.

The subsidiaries held by the Group are listed below:

Effective Percentage of Equity Held by Group

Name of Subsidiary

Country of Incorporation/

Place of Operations

Principal Activities

2011

%

2010

%

Held by the Company Bee Joo Environmental Pte. Ltd.(a) Singapore General waste management services 100 100 Bee Joo Industries Pte. Ltd.(a) Singapore Processing and recycling of used 100 100 copper slag, horticultural and other waste and operating of biomass co-generation plant ecoWise Energy Pte. Ltd.(a) Singapore Renewable energy business 100 100 ecoWise International Pte. Ltd.(a) Singapore International procurement and trading 100 100 of rubber related goods and research and experimental development on environment and clean technologies ecoWise Resources Pte. Ltd.(a) Singapore Processing and recycling of horticultural 100 73 and other waste



16. INVESTMENTS IN SUBSIDIARIES (CONTINUED)


Name of Subsidiary


Place of Operations


2011

%

2010

%

Held by the Company (Continued) ecoWise Solutions Pte. Ltd.(a) Singapore Developing and commercialising 100 100 ecology solutions, research and development of technologies relating to environmental solutions ecoWise Ventures Pte. Ltd. Singapore Investment holding 100 – (Incorporated on 20 July 2011) Sunrich Resources Sdn. Bhd.(a) Malaysia Investment holding 100 100 Held by subsidiaries Chongqing ecoWise Investment PRC Service provider for project and 100 100 Management Co., Ltd.(c) investment consultancy and management Eco Environmental (S) Pte. Ltd.(a) Singapore Service provider for general waste 100 70 disposal and recycling ecoWise Technologists and Singapore Provision of environmental solutions 80 – Engineers Pte. Ltd.(a) consultancy services (Incorporated on 18 January 2011) ecoWise Marina Power Pte. Ltd.(a) Singapore Generation of electricity and heat by 100 100 biomass and sale of electricity and heat Envirox Pte. Ltd.(a) Singapore Research and development and 100 100 engineering in the water and wastewater sector Sunrich Corporation Pte. Ltd.(a) Singapore Processing of rubberised related goods, 100 100 retreading and vulcanising of tyres Wuhan ecoWise Energy Co., Ltd.(a) (c) (d) PRC Generation and sale of electricity and steam 49 49 Sunrich Integrated Sdn. Bhd.(a) (b) Malaysia Investment holding 70 70


89



Name of Subsidiary


Place of Operations


2011

%

2010

%

Held by subsidiaries (Continued) Sun Rubber Industry Sdn. Bhd.(a) (b) Malaysia Manufacturing and trading of rubberised 70 70 products and investment holding Sun Tyre Industries Sdn. Bhd.(a) (b) Malaysia Retreading of tyres, dealing in rubberised 70 70 products and investment holding Saiko Rubber (Malaysia) Sdn. Bhd.(a) (b) Malaysia Manufacturing and trading of rubberised 36 36 products and investment holding

Gulf Rubber (M) Sdn. Bhd.(a) (b) Malaysia Retreading of tyres, dealing in rubberised 59 59 products and investment holding Sunrich Marketing Sdn. Bhd.(a) (b) Malaysia Trading of retread tyres and related 70 70 rubberised products Sun Tyre & Auto Products Sdn. Bhd.(a) Malaysia Trading of new and retread tyres and 70 – (Incorporated on 11 February 2011) related rubber products Winner Suntex Sdn. Bhd.(a) (b) Malaysia Trading of retread tyres and related 53 53 rubberised products Autoways Industries Sdn. Bhd.(a) (b) Malaysia Trading of retread tyres and related 53 53 rubberised products Trakar Suntex Sdn. Bhd.(a) (b) Malaysia Trading of retread tyres and related 30 30 rubberised products Sun Rubber Marketing Sdn. Bhd.(a) (b) Malaysia Dormant 70 70 Gulf Rubber Suntex Sdn. Bhd.(a) (b) Malaysia Trading of retread tyres and related 49 49 rubberised products

(a) Audited by member firms of RSM International. RSM Chio Lim LLP in Singapore is the auditor for all significant Singapore-incorporated subsidiaries. RSM Robert Teo, Kuan & Co. is the auditor for all Malaysia-incorporated subsidiaries. RSM China CPA Firm, Shanghai International Division, is the auditor for all significant China-incorporated subsidiaries.

(b) The subsidiaries are part of the group of companies belonging to Sunrich Resources Sdn. Bhd., which was acquired on 2 July 2010 (Note 16A).

(c) These subsidiaries have a reporting year end of 31 December which is non-coterminous with the Group. For the purpose of consolidation, the unaudited management financial statements at 31 October 2011 had been used. The impact arising from the use of the subsidiaries’ unaudited management financial statements is not expected to be significant to the financial statements of the Group.

(d) This entity is consolidated because the Group is able to govern the financial and operating policies of the entity by virtue of an agreement with other shareholders of the entity although the Group does not own, directly or indirectly through subsidiaries, more than half of the voting power of the entity.




16A. Acquisition of Subsidiaries

Effects of FRS 103 – Business Combinations

On 2 July 2010, the Group acquired 70% equity interests in Sunrich Integrated Sdn. Bhd. (“Sunrich”). The acquisition of Sunrich was reported based on provisional amounts in the Group’s financial statements for the reporting year ended 31 October 2010.

During the current reporting year, the Group engaged an independent valuer to determine the fair values of the identifiable assets and liabilities of Sunrich at the acquisition date. Subsequent to the completion of the valuation by the valuer, the Group made certain restatements in connection with the acquisition of Sunrich as follows:

Provisional fair values

Restated fair values

$’000 $’000

Consideration Transferred Cash 7,467 7,467Equity instruments issued (39,000,000 ordinary shares) 10,920 5,655

Total consideration(a) 18,387 13,122 Fair Values of Assets and Liabilities Acquired Property, plant and equipment (Note 13) 17,863 17,863Goodwill in subsidiaries (Note 14) 147 147Intangible assets (Note 14) 9 2,037Other financial assets 337 337Inventories 8,120 7,928Trade and other receivables 15,085 14,727Cash and cash equivalents (overdrafts) (697) (697)Trade and other payables (7,164) (7,164)Loans and borrowings (9,732) (9,732)Income tax payable (49) (49)Provision for retirement benefit obligations (Note 26) (600) (600)Deferred tax liabilities (Note 11B) (1,858) (2,253)Non-controlling interests (9,084) (9,567)

Total identifiable net assets at fair value 12,377 12,977

Goodwill arising from acquisition (Note 14) 6,010 145


91


16A. Acquisition of Subsidiaries (Continued)

An analysis of the cash flows in respect of the acquisition of subsidiaries is as follows:

Provisional fair values

Restated fair values

$’000 $’000

Cash consideration 7,467 7,467Cash and cash equivalents (overdrafts) acquired 697 697

Net outflow of cash and cash equivalents included in cash flows from investing activities 8,164 8,164

(a) The fair value of the ordinary shares issued was determined based on the quoted share price of the Company at the acquisition date.

The Company has provided a quasi-equity loan, denominated in Malaysia Ringgit, to a wholly-owned subsidiary, Sunrich Resources Sdn. Bhd., for the purpose of the acquisition of Sunrich. The exchange translation difference of $296,000 arose as a result of the reduction in the quasi-equity loan due to the above acquisition.

16B. Acquisition of Non-Controlling Interests without Change in Control

In April 2011, the Company acquired an additional 27% equity interests in ecoWise Resources Pte. Ltd. for $100,000 in cash, increasing its ownership from 73% to 100%. The carrying amount of ecoWise Resources Pte. Ltd.’s net liabilities in the Group’s financial statements on the date of acquisition was $1,689,000. The Group recognised an increase in non-controlling interests of $8,000 and a decrease in other reserves of $108,000.

In July 2011, the Group acquired an additional 30% equity interests in Eco Environmental (S) Pte. Ltd. for $60,000 in cash, increasing its ownership from 70% to 100%. The carrying amount of Eco Environmental (S) Pte. Ltd.’s net assets in the Group’s financial statements on the date of acquisition was $168,000. The Group recognised a decrease in non-controlling interests of $44,000 and a decrease in other reserves of $16,000.

16C. Disposal of Non-Controlling Interests without Change in Control

In February 2011, the Group disposed off 20% equity interests in ecoWise Technologists and Engineers Pte. Ltd. for a consideration of $20,000.

In December 2009, the Group disposed off 2% of its equity interests in Wuhan ecoWise Energy Co., Ltd. for a consideration of $205,000 to an entity wholly-owned by one of the directors of a subsidiary.



17. INVESTMENTS IN ASSOCIATE

Group 2011

$’0002010 $’000

Unquoted equity shares, at cost 1,193 1,193 Share of profits or loss: At beginning of the reporting year 446 560Share of loss for the reporting year (287) (114)

At end of the reporting year 159 446

Share of carrying amount of associate 1,352 1,639

The associate held by a subsidiary is listed below:


Name of Associate


Place of Operations


2011

%

2010

%

Geocycle Singapore Pte. Ltd. Singapore Management and recycling of industrial 50 50 waste materials

The associate has a reporting year end of 31 December which is non-coterminous with the Group. For the purpose of equity accounting for the associate, the unaudited management financial statements at 31 October 2011 had been used. The impact arising from the use of the associate’s unaudited management financial statements is not expected to be significant to the financial statements of the Group.

The summarised unaudited financial information of the associate, not adjusted for the percentage ownership held by the Group, is as follows:

Group 2011

$’0002010 $’000

Assets 4,254 4,933Liabilities (1,516) (1,668)Revenue 1,743 2,505Loss for the year (574) (227)


93

18. OTHER FINANCIAL ASSETS

Group 2011

$’0002010 $’000

Unquoted equity shares in corporations, at cost 415 498Quoted equity shares in corporations, at fair value 7 136

422 634 The fair value of the unquoted equity shares is deemed to be not reliably measurable as the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value. Consequently, the investment is carried at cost less impairment losses.

The fair value of the quoted equity shares is based on current bid prices in an active market at the end of the reporting year (Level 1) (Note 30B2).

19. INVENTORIES

Group 2011

$’0002010 $’000

(Restated)

Raw materials 4,135 2,916Work-in-progress 618 938Finished goods 4,016 4,372Consumables 995 1,378

9,764 9,604

Inventories are stated after allowance for inventory obsolescence and movements in the allowance are as follows:

Group 2011

$’0002010 $’000

(Restated) At beginning of the reporting year 203 – Acquisition through business combinations – 192Effects of movements in exchange rates (3) 11Reversal of allowance included in cost of sales (98) –


The reversal of provision for inventory obsolescence was for inventories sold during the reporting year.

At 31 October 2011, the Group’s inventories with a carrying amount of $2,746,000 (2010: $2,482,000) are pledged as security to secure loans and borrowings (Note 25C).

Raw materials, consumables and changes in finished goods and work-in-progress recognised as cost of sales during the reporting year amounted to $48,983,000 (2010: $18,375,000).



20. TRADE AND OTHER RECEIVABLES

Group Company 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

Trade receivablesOutside parties 19,715 18,271 14 – Factored trade receivables 255 2,803 – – Related parties 332 – – – Subsidiaries – – 10,095 14,017 Associate 83 165 – – Allowance for doubtful receivables (665) (694) – –

Subtotal 19,720 20,545 10,109 14,017

Other receivables Subsidiaries – – 11,147 10,748 Associate 600 600 – – Director of a subsidiary 197 202 – – Other receivables 398 515 – – Allowance for doubtful receivables (23) – – –

Subtotal 1,172 1,317 11,147 10,748

Total trade and other receivables 20,892 21,862 21,256 24,765

Presented in statements of financial position as: Non-current 600 600 – – Current 20,292 21,262 21,256 24,765

20,892 21,862 21,256 24,765

Movements in the allowance for doubtful receivables are as follows:

Group Company 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

Movements in allowance for doubtful receivables At beginning of the reporting year 694 24 – – Acquisition through business combinations – 526 – – Allowance for doubtful receivables – (reversal)/made (17) 144 – – Effects of movements in exchange rates 11 – – –

At end of the reporting year 688 694 – –


95

21. OTHER ASSETS

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Prepayments 405 667 42 42Deposits to secure services 556 472 44 30

961 1,139 86 72

22. CASH AND CASH EQUIVALENTS

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Not restricted in use 12,167 14,926 3,805 2,114Restricted in use 618 30 – –

12,785 14,956 3,805 2,114

Interest earning balances 634 467 – –

Restricted bank balances include fixed deposits of $500,000 (2010: Nil), $88,000 (2010: Nil) and $30,000 (2010: $30,000) held by banks as security deposits for trust receipts, forward foreign currency contract facilities and performance bonds, respectively.

Other than the amount that is restricted in use, cash and cash equivalents represents amounts with less than 90 days maturity.

The rate of interest for the cash on interest earning accounts is between 0.1% and 0.8% (2010: 0.4% and 1.8%) per annum.

22A. Cash and Cash Equivalents in the Consolidated Statement of Cash Flows

Group 2011

$’0002010 $’000

Cash and cash equivalents in the statement of financial position 12,785 14,956Cash restricted in use (618) (30)Bank overdrafts (1,812) (2,431)

Cash and cash equivalents in the statement of cash flows for cash flows purposes 10,355 12,495



22. CASH AND CASH EQUIVALENTS (CONTINUED)

22B. Non-Cash Transactions

During the reporting year, the Group had the following major non-cash transactions:

Group 2011

$’0002010 $’000

(Restated)

Acquisition of plant and equipment under finance lease agreements 76 223Issue of ordinary shares for the acquisition of subsidiaries (Note 16A and 23) – 5,655Issue of ordinary shares for the performance shares awarded (Note 23) 577 735

23. SHARE CAPITAL

Group and Company

Number of ordinary shares Share capital 2011

’0002010 ’000

2011 $’000

2010 $’000

(Restated)

Ordinary shares of no par value At beginning of the reporting year 832,072 786,030 36,375 29,927Exercise of warrants (a) 2,802 1,660 98 58Award of performance shares (b) 4,285 5,382 577 735Issue of ordinary shares (c) – 39,000 – 5,655

At end of the reporting year 839,159 832,072 37,050 36,375

All shares rank equally with regards to the Company’s residual assets. All issued shares are fully paid, with no par value.

Ordinary Shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

Issue of ordinary shares:

(a) At 31 October 2011, a total of 85,500,000 (2010: 82,698,000) warrants were exercised and no warrants remained outstanding (2010: 3,324,000).

(b) On 3 June 2011, 4,285,000 ordinary shares were issued pursuant to the ecoWise Performance Share Plan. On 19 March 2010, 5,382,000 ordinary shares were issued pursuant to the ecoWise Performance Share Plan.

(c) On 4 August 2010, the Company issued 39,000,000 new ordinary shares at $0.145 per ordinary share in connection with the acquisition of Sunrich (Note 16A).


97

23. SHARE CAPITAL (CONTINUED)

Externally Imposed Capital Requirement

The Company is subject to externally imposed capital requirement which is to have share capital with a free float of at least 10% of the shares to maintain its listing on the Singapore Exchange Securities Trading Limited. The Company has met the externally imposed capital requirement.

Capital Management

The Company is committed to maintain an optimal capital structure to safeguard the Company’s ability to continue as a going concern, to provide returns for owners and benefits for other stakeholders, and to provide an adequate return to owners by pricing products and services commensurately with the level of risk. The management sets the amount of capital in proportion to risk. There were no changes in the approach to capital management during the reporting year.

The management manages the capital structure and makes adjustments to it where necessary or possible in the light of changes in conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the management may adjust the amount of dividends paid to owners, return capital to owners, issue new shares, or sell assets to reduce debts.

The management monitors the capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt/adjusted capital. Net debt is calculated as total borrowings less cash and cash equivalents. Adjusted capital comprises all components of equity (i.e. share capital and retained earnings).

The debt-to-adjusted capital ratio is set out below:

Group Company 2011 2010

(Restated)2011 2010

(Restated)

Debt-to-adjusted capital ratio 15.8% 3.8% NM 5.4%

(NM: Not meaningful as cash and cash equivalents exceed borrowings)

The increase in the debt-to-adjusted capital ratio resulted primarily from the increase in loans and borrowings undertaken by the Group during the reporting year.



24. OTHER RESERVES

Group Company 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

Equity-settled share-based compensation reserve (Note 24A) – 577 – 577Foreign currency translation reserve (Note 24B) (923) (576) – –Other reserve (Note 24C) (124) – – –

(1,047) 1 – 577

All reserves classified on the face of the statement of financial position as retained earnings represent past accumulated earnings and are distributable. The other reserves are not available for cash dividends unless realised.

24A. Equity-Settled Share-Based Compensation Reserve

ecoWise Performance Share Plan

The ecoWise Performance Share Plan (the “Share Plan”) was approved by the members of the Company at an extraordinary general meeting held on 23 March 2007, which provided for the grant of ordinary shares of the Company, their equivalent cash value or combinations thereof, to selected employees of the Company and its subsidiaries, including the directors of the Company, and other selected participants. Under the Share Plan, the maximum number of ordinary shares to be issued to eligible employees shall not exceed 15% of the issued ordinary shares of the Company on the date preceding the grant of the award.

The Share Plan is administered by the Remuneration Committee. Ordinary shares are awarded when the Remuneration Committee is satisfied that the prescribed performance target(s) have been achieved and the vesting period (if any) has expired. The vesting periods may be extended beyond the performance achievement periods as set out by the Remuneration Committee.

The lapsing of the award is provided for upon the occurrence of certain events, which includes:(a) the misconduct of an eligible participant;(b) the termination of the employment of an eligible participant;(c) the bankruptcy of an eligible participant;(d) the retirement, ill health, injury, disability or death of an eligible participant; and/or (e) a take-over, amalgamation, winding-up or restructuring of the Company.

The Share Plan shall continue in force at the discretion of the Remuneration Committee, subject to a maximum period of 10 years commencing on the date on which the Share Plan is adopted by the Company in general meeting. It is provided that the Share Plan may continue beyond the above stipulated period with the approval of members of the Company by ordinary resolution in general meeting and of any relevant authorities which may then be required.

The Company may deliver ordinary shares pursuant to awards granted under the Share Plan by way of:(a) Issuance of new ordinary shares;(b) Delivery of existing ordinary shares purchased from the market or ordinary shares held in treasury; and/or (c) Cash in lieu of ordinary shares, based on the aggregate market value of such ordinary shares.

The awards of performance shares are given conditional upon achieving certain performance targets such as average return on equity, total shareholders’ return, etc.


99

24. OTHER RESERVES (CONTINUED)

24A. Equity-Settled Share-Based Compensation Reserve (Continued)

From the commencement date of the Share Plan to 31 October 2011, 42,303,550 performance shares have been granted.

2011



2010(1)

Performance

shares granted

Performance shares

awarded

Performance shares

cancelled/ lapsed


shares outstanding

at 31 October 2011

Executive Directors Lee Thiam Seng 1,096,850 – (1,096,850) – –Sunny Ong Keng Hua 1,096,850 – (1,096,850) – – Non-Executive Independent Directors Ng Cher Yan 73,150 – (73,150) – –Ang Mong Seng 58,500 – (58,500) – –Ong Teck Ghee 58,500 – (58,500) – – Employees 1,901,300 – (1,901,300) – –

4,285,150 – (4,285,150) – –

2010



2009(1)

Performance

shares granted

Performance shares vested

Performance shares

cancelled/ lapsed


shares outstanding

at 31 October 2010

Executive Directors Lee Thiam Seng 2,193,750 – (1,096,900) – 1,096,850Teoh Teik Kee(2) 2,193,750 – (1,096,900) (1,096,850) –Sunny Ong Keng Hua 2,193,750 – (1,096,900) – 1,096,850 Non-Executive Independent Directors Ng Cher Yan 146,250 – (73,100) – 73,150Ang Mong Seng 117,000 – (58,500) – 58,500Ong Teck Ghee 117,000 – (58,500) – 58,500 Employees 3,802,500 – (1,901,200) – 1,901,300 10,764,000 – (5,382,000) (1,096,850) 4,285,150

(1) The number of performance shares outstanding was adjusted by applying a ratio of 1.4625 to the number of performance shares held by each eligible participant to arrive at total adjusted number of performance shares after issuance of rights shares on 26 September 2008.

(2) Teoh Teik Kee retired as the Company’s executive director on 26 February 2010 and consequently, 1,096,850 performance shares had been cancelled/lapsed.




24A. Equity-Settled Share-Based Compensation Reserve (Continued)

Number of participants 2011 2010

Category Directors 5 5Employees 8 8

13 13

The above number of performance shares represents the shares required if participants are awarded at 100% of the grant. However, the shares awarded at the vesting date are dependent on the level of achievement against the pre-set performance conditions and targets.

The above performance shares granted are subject to adjustments for rights cum warrants issues and/or rights issue.

Group and Company 2011

$’0002010 $’000

Equity-settled share-based compensation reserve At beginning of the reporting year 577 735Equity-settled share-based payments charged to profit or loss, included in other charges – 577Transfer to share capital (Note 23) (577) (735)

At end of the reporting year – 577

The equity-settled share-based compensation reserve is unrealised and not available for distribution as cash dividends.

24B. Foreign Currency Translation Reserve

Group 2011

$’0002010 $’000

(Restated)

At beginning of the reporting year (576) (423)Exchange differences on translating foreign operations (347) (153)

At end of the reporting year (923) (576)

The foreign currency translation reserve is unrealised and not available for distribution as cash dividends.


101


24C. Other Reserve

Other reserve relates to the difference between the change in non-controlling interests when acquiring additional equity interests in subsidiaries and the fair value of the consideration given for the share acquisition.

Other reserve is not available for distribution as cash dividends.

25. LOANS AND BORROWINGS

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Non-current liabilities Secured bank loans (Note 25A) 4,953 578 – – Unsecured bank loans 1,345 2,277 1,345 2,277 Finance lease liabilities (Note 25B) 555 1,057 173 219 6,853 3,912 1,518 2,496

Current liabilities Secured bank overdrafts (Note 25C) 749 2,431 – – Unsecured bank overdrafts 1,063 – – – Secured bankers’ acceptances (Note 25D) 8,484 7,266 – – Unsecured bankers’ acceptances – 156 – – Secured trust receipts (Note 25E) 224 – – – Secured bank loans (Note 25A) 75 191 – – Unsecured bank loans 1,280 1,660 1,280 1,660 Finance lease liabilities (Note 25B) 550 866 46 46

12,425 12,570 1,326 1,706

Total loans and borrowings 19,278 16,482 2,844 4,202

The non-current portion is repayable as follows:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Due within 2 to 5 years 3,834 3,768 1,495 2,452Due after 5 years 3,019 144 23 44

Total non-current portion 6,853 3,912 1,518 2,496



25. LOANS AND BORROWINGS (CONTINUED)

The range of floating interest rates paid was as follows:

Group 2011 2010

Bank loans 2.2% –Trust receipts 2.3% to 2.4% –Bank overdrafts 7.3% to 8.1% 6.6% to 7.8%Bankers’ acceptances 3.9% to 5.8% 5.2%

The range of fixed interest rates paid was as follows:

Group 2011 2010

Bank loans 5.0% to 10.4% 5.0% to 10.4%Finance lease liabilities 2.2% to 9.0% 2.2% to 9.0%

25A. Bank Loans (Secured)

The bank loan agreements relating to bank loans of $424,000 (2010:$769,000) provide, among other matters, for the following:

1. Secured by certain of the Group’s leasehold properties and improvements with a carrying amount of $1,532,000 (2010: $3,952,000) at 31 October 2011 (Note 13C).

2. Secured by way of a corporate guarantee from a subsidiary of a non-controlling interests.

3. Secured by way of a personal guarantee from a non-controlling interests.

4. Compliance with certain financial covenants.

The bank loan agreement relating to bank loan of $4,604,000 (2010: Nil) provides, among other matters, for the following:

1. Secured by certain of the Group’s plant and equipment with a carrying amount of $10,560,000 (2010: Nil) at 31 October 2011 (Note 13C).

2. Secured by way of corporate guarantees from the Company and certain subsidiaries.

3. Compliance with certain financial covenants.


103


25B. Finance Lease Liabilities

The Group’s finance lease liabilities are payable as follows:

Minimum lease payments

Finance costs

Principal

$’000 $’000 $’000

Group

2011 Due within one year 609 (59) 550Due within 2 to 5 years 592 (60) 532Due after 5 years 32 (9) 23

Total 1,233 (128) 1,105

Carrying amount of plant and equipment under finance leases (Note 13B) 2,746


Finance costs

Principal

$’000 $’000 $’000

Group

2010Due within one year 963 (97) 866Due within 2 to 5 years 1,119 (106) 1,013Due after 5 years 59 (15) 44

Total 2,141 (218) 1,923

Carrying amount of plant and equipment under finance leases (Note 13B) 4,287





25B. Finance Lease Liabilities (Continued)


Finance costs

Principal

$’000 $’000 $’000

Company

2011Due within one year 56 (10) 46Due within 2 to 5 years 185 (36) 149Due after 5 years 32 (8) 24

Total 273 (54) 219

Carrying amount of plant and equipment under finance leases (Note 13B) 317


Finance costs

Principal

$’000 $’000 $’000

Company

2010Due within one year 56 (10) 46Due within 2 to 5 years 214 (39) 175Due after 5 years 59 (15) 44

Total 329 (64) 265

Carrying amount of plant and equipment under finance leases (Note 13B) 361

It is the Group’s policy to lease certain of its plant and equipment under finance leases. The lease term is between 3 to 10 years. The fixed rate of interest for finance leases is approximately 2.2% to 9.0% per annum (2010: 2.2% to 9.0% per annum). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The obligations under finance leases are secured by the lessor’s charge over the leased assets.

The carrying amounts of the lease liabilities are not significantly different from their fair values.

105


25C. Bank Overdrafts (Secured)

The bank overdraft agreements provide, among other matters, for the following:

1. Repayable on demand.

2. Secured by certain of the Group’s plant and equipment with a carrying amount of $7,492,000 (2010: $9,327,000) at 31 October 2011 (Note 13C).

3. Secured by the Group’s inventories with a carrying amount of $2,746,000 (2010: $2,482,000) at 31 October 2011 (Note 19).



25D. Bankers’ Acceptances (Secured)

The bankers’ acceptance agreements provide, among other matters, for the following:

1. Secured by certain of the Group’s leasehold properties and improvements with a carrying amount of $1,532,000 (2010: $3,952,000) at 31 October 2011 (Note 13C).



25E. Trust Receipts (Secured)

The trust receipt agreements provide, among other matters, for the following:

1. Secured by the Group’s fixed deposits of $500,000 (2010: Nil) at 31 October 2011 (Note 22).

2. Secured by way of a corporate guarantee from the Company.

26. PROVISION FOR RETIREMENT BENEFIT OBLIGATIONS

The Group operates a defined benefit plan for qualifying employees of its subsidiaries in Malaysia. Under the scheme, the employees are entitled to 2 weeks of their last drawn salary for every year of employment served having fulfilled certain conditions. No other post-retirement benefits are provided. The scheme is not held separately by an independent administrated fund as the scheme is not a funded arrangement. New employees of the subsidiaries in Malaysia are not entitled to such retirement benefits.

Group 2011

$’0002010 $’000

Provision for retirement benefit obligations 542 592



26. PROVISION FOR RETIREMENT BENEFIT OBLIGATIONS (CONTINUED)

The movements in the provision for retirement benefit obligations and the amounts recognised in the profit or loss during the reporting year are as follows:

Group 2011

$’0002010 $’000

At beginning of the reporting year 592 –Acquisition through business combinations (Note 16A) – 600Current service cost 30 14Interest cost 32 –Actuarial gain (11) –Benefits paid (54) (5)Effects of movements in exchange rates (47) (17)


The principal actuarial assumptions used in respect of the Group’s defined benefit plan were as follows:

Group 2011

%2010

%

Discount rate 6.24 6.25Expected rate of salaries increase 4.00 4.00

The assumptions relating to longevity used to compute the retirement benefit obligations are based on the published mortality tables commonly used by the actuarial professionals in Malaysia.

27. TRADE AND OTHER PAYABLES

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Trade payables: Outside parties and accrued liabilities 11,507 11,003 1,755 1,547Related parties 15 – – –Subsidiaries – – 136 11Associate – 214 – –

Subtotal 11,522 11,217 1,891 1,558 Other payables: Outside parties 146 1,992 3 3

Subtotal 146 1,992 3 3

Total trade and other payables 11,668 13,209 1,894 1,561


107

28. DEFERRED INCOME

Group 2011

$’0002010 $’000

Income deferred relating to government grant 73 84 Presented in statement of financial position as: Non-current 65 84Current 8 –

73 84

29. DERIVATIVE FINANCIAL INSTRUMENTS

Group 2011

$’0002010 $’000

Forward foreign currency contracts (31) 77 Presented in statement of financial position as: Current assets 20 82Current liabilities (51) (5)

(31) 77

At 31 October 2011, the notional principal amounts of the outstanding forward foreign currency contracts were $4,097,000 (2010: $6,409,000). The outstanding forward foreign currency contracts are expected to be settled within the next 12 months.

Forward foreign currency contracts are utilised to hedge against significant future transactions and cash flows. They are used where possible to reduce the exposure in the fluctuations of foreign currency rates. The forward foreign currency contracts are primarily denominated in the currencies of the Group’s principal markets. The Group does not enter into derivative contracts for speculative purposes. The forward foreign currency contracts are not traded in an active market. As a result, their fair values are based on valuation techniques currently consistent with generally accepted valuation methodologies for pricing financial instruments, and incorporate all factors and assumptions that knowledgeable, willing market participants would consider in setting the price. The fair value of forward foreign currency contracts is based on the current value of the difference between the contractual exchange rate and the market rate at the end of the reporting year. The fair value is regarded as a Level 2 fair value measurement for financial instruments (Note 30B2).



30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS

30A. Classification of Financial Assets and Liabilities

The carrying amounts of financial assets and financial liabilities are as follows:

Group Company 2011

$’0002010 $’000

(Restated)

2011 $’000

2010 $’000

Financial assets Loans and receivables: Cash and cash equivalents (Note 22) 12,785 14,956 3,805 2,114 Trade and other receivables (Note 20) 20,892 21,862 21,256 24,765Financial assets at fair value through profit or loss classified as held for trading: Quoted equity shares (Note 18) 7 136 – –Available-for-sale financial assets: Unquoted equity shares (Note 18) 415 498 – –Derivative financial instruments at fair value (Note 29) 20 82 – –

34,119 37,534 25,061 26,879 Financial liabilities Financial liabilities at amortised cost: Loans and borrowings (Note 25) 19,278 16,482 2,844 4,202 Trade and other payables (Note 27) 11,668 13,209 1,894 1,561Derivative financial instruments at fair value (Note 29) 51 5 – –

30,997 29,696 4,738 5,763

Further quantitative disclosures are included throughout these financial statements.

30B. FAIR VALUES OF FINANCIAL INSTRUMENTS

30B1. Fair value of financial instruments stated at amortised cost in the statements of financial position

The carrying amounts of financial assets and liabilities at amortised cost are reasonable approximation of their fair values.

30B2. Fair value measurements recognised in the consolidated statement of financial position

The fair value measurements are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The levels are (a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and (c) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group recognised quoted equity shares of $7,000 (2010: $136,000) (Note 18), derivative financial instruments (assets) of $20,000 (2010: $82,000) (Note 29) and derivative financial instruments (liabilities) of $51,000 (2010: $5,000) (Note 29) at fair values in the consolidated statement of financial position. The quoted equity shares and derivative financial instruments were measured at Level 1 and Level 2 of the fair value hierarchy, respectively.


109

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONTINUED)

30C. Financial Risk Management

The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The board of directors is assisted by the financial controller, who is responsible for developing and monitoring the Group’s risk management policies.

Risks management policies are established to identify and analyse the risks faced by the Group, to set appropriate risks limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in the Group’s activities and market conditions.

The Group has exposure to the following risks from its use of financial instruments:• Credit risk;• Liquidity risk; and• Market risk comprising interest rate and foreign currency risk.

The information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes for measuring and managing risks are presented below.

30D. Credit Risk on Financial Assets

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables, cash and cash equivalents and equity shares. The maximum exposure to credit risk is the total of the fair values of the financial instruments.

Credit risk on cash balances with banks and financial institutions is limited because the counter-parties are entities with acceptable credit ratings.

For credit risk on receivables, an ongoing credit evaluation is performed on the financial conditions of the debtors and an impairment loss is recognised in profit or loss. The Group’s exposure to credit risk on trade receivables is influenced mainly by the individual characteristics of each customer. Management considers the demographics of the Group’s customer bases, including the default risk of the industry and country which customers operate, as these factors may have an influence on credit risk.

The Group has established a credit policy, whereby each new customer is analysed individually for credit worthiness. Each entity within the Group is responsible for managing and analysing the credit risk of each of its new customers before standard payment and delivery terms and conditions are offered. For existing customers, an ongoing credit evaluation is performed on customers’ financial conditions. The exposure to credit risk is controlled by setting credit limits to individual customers.

There is no significant concentration of credit risk, as the exposure is spread over a large number of counter-parties and customers unless otherwise disclosed in the notes to the financial statements below.

The credit terms granted to customers are generally between 14 to 90 days (2010: 14 to 90 days).




30D. Credit Risk on Financial Assets (Continued)

(a) Ageing analysis of trade receivables that are past due at the end of the reporting year but not impaired is as follows:

Group 2011

$’0002010 $’000

Past due less than 60 days 3,266 4,040Past due 61 to 90 days 436 1,702Past due 91 to 180 days 267 619Past due over 180 days 819 1,478

4,788 7,839

(b) Ageing analysis of trade receivables at the end of the reporting year that are impaired is as follows:

Group 2011

$’0002010 $’000

(Restated)

Over 180 days 665 694

The allowance for doubtful trade receivables as disclosed in Note 20 to the financial statements is based on individual accounts totalling $665,000 (2010: $694,000 (Restated)) that are determined to be impaired at the end of the reporting year.

(c) At end of the reporting year, approximately 30% (2010: 19%) of trade receivables are due from 3 customers as follows:

Group 2011

$’0002010 $’000

Concentration of trade receivables Top 1 customer 3,409 1,633 Top 2 customers 5,006 3,125 Top 3 customers 5,887 3,855


111

30E. LIQUIDITY RISK

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The following table analyses the non-derivative financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows):

Less than 1 year

Due within 2 to 5 years

Due after 5 years

Total

$’000 $’000 $’000 $’000

2011

Group Loans and borrowings 12,728 4,379 3,225 20,332Trade and other payables 11,668 – – 11,668

24,396 4,379 3,225 32,000 Company Loans and borrowings 1,438 1,567 32 3,037Trade and other payables 1,894 – – 1,894

3,332 1,567 32 4,931 2010

Group Loans and borrowings 12,667 3,974 59 16,700Trade and other payables 13,209 – – 13,209

25,876 3,974 59 29,909 Company Loans and borrowings 1,716 2,491 59 4,266Trade and other payables 1,561 – – 1,561

3,277 2,491 59 5,827

The undiscounted amounts on the loans and borrowings with fixed and floating interest rates are determined by reference to the conditions existing at the end of the reporting year.




30E. Liquidity Risk (Continued)

The average credit period taken to settle trade payables is approximately 63 days (2010: 97 days). The other payables are with short-term durations. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.

Derivative financial instruments in respect of the Group’s forward foreign currency contracts are expected to be settled within the next 12 months.

The following table analyses the financial guarantee contracts based on the earliest dates in which the maximum guaranteed amount could be drawn down:

Less than 1 year

Due within 2 to 5 years

Due after 5 years

Total

$’000 $’000 $’000 $’000

2011

Company Financial guarantee contracts 224 1,761 2,843 4,828 2010

Company Financial guarantee contracts – – – –

At the end of the reporting year, no claims on the financial guarantee contracts are expected.

The unutilised borrowing facilities available to the Group for its operating and investing activities are as follows:

Group 2011

$’0002010 $’000

Unutilised loans and borrowings 15,244 10,634Unutilised factoring facilities 3,500 3,500

The unutilised borrowing facilities are available for the Group’s operating activities and to settle other commitments. Borrowing facilities are maintained to ensure funds are available for the Group’s operations.


113


30F. Interest Rate Risk

The Group’s exposure to interest rate risk relates primarily to interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates.

The interest rate risk exposure is mainly from changes in fixed and floating interest rates. The breakdown of the significant financial instruments by type of interest rate is as follows:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Financial assets Floating rates 634 467 – –Fixed rates – – 11,147 10,748

634 467 11,147 10,748 Financial liabilities Floating rates 15,124 9,853 – –Fixed rates 4,154 6,629 2,844 4,202

19,278 16,482 2,844 4,202

Sensitivity Analysis

For the variable rate financial assets and liabilities, a hypothetical increase of 100 basis points (2010: 100 basis points) in interest rate at the end of the reporting year would increase/(decrease) pre-tax profit for the year by the amounts shown below. A decrease in 100 basis points (2010: 100 basis points) in interest rate would have an equal but opposite effect. This analysis assumes all other variables remain constant.

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Pre-tax profit for the year (145) (94) – –

The hypothetical changes in basis points are not based on observable market data (unobservable inputs).

30G. Foreign Currency Risk

The Group has exposure to foreign currency movements on financial assets and financial liabilities denominated in foreign currencies. It also incurred foreign currency risk on sales and purchases that are denominated in foreign currencies. The currencies giving rise to this risk is primarily the Australian dollar, Chinese renminbi, United States dollar and Japanese yen. The Group hedges its foreign currency exposure should the need arise through the use of forward foreign currency contracts.




30G. Foreign Currency Risk (Continued)

Other than as disclosed elsewhere in the financial statements, the Group’s exposures to foreign currencies are as follows:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Cash and cash equivalents Australia dollar 68 640 – –United States dollar 69 – – –

137 640 – – Trade and other receivables Chinese renminbi 197 195 – –Malaysia ringgit – – 306 12,826Singapore dollar 242 – – –United States dollar 3,780 3,449 – –Japanese yen – 174 – –

4,219 3,818 306 12,826 Trade and other payables United States dollar 114 344 – –Japanese yen 282 – – –

396 344 – – Loans and borrowings

United States dollar 224 – – –

Sensitivity Analysis

A hypothetical 10% (2010: 10%) strengthening of the above currencies against the functional currency of the respective subsidiaries of the Group at the end of the reporting year would increase/(decrease) pre-tax profit for the year by the amounts shown below. A 10% (2010: 10%) weakening of the above currencies against the functional currency of the respective subsidiaries would have an equal but opposite effect. This analysis assumes all other variables remain constant.

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Pre-tax profit for the year 374 411 31 1,283

The hypothetical sensitivity rate used in the above table is the reasonably possible change in foreign exchange rates.


115

31. CAPITAL COMMITMENTS

At the end of the reporting year, the Group and the Company had the following capital commitments:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Contracted but not recognised: Acquisition of property, plant and equipment 3,713 9,330 – – Authorised but not contracted: Commitments to acquire equity interests 3,994 – 3,994 –

32. OPERATING LEASE COMMITMENTS

The Group leases various offices, land and factory premises, plant and machinery, workers’ quarters under non-cancellable operating lease arrangements. The lease terms are between 1 to 10 years. Majority of the lease arrangements are renewable at the end of the lease periods at market rates.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Group Company 2011

$’0002010 $’000

2011 $’000

2010 $’000

Not later than one year 1,090 333 174 65Later than one year and not later than five years 1,651 627 242 13Later than five years 843 502 – – Rental expenses for the reporting year 1,292 420 176 167

33. CONTINGENT LIABILITIES

Group 2011

$’0002010 $’000

Tax exposure on cash grant 195 195

A cash grant was granted unconditionally by certain government authorities to a subsidiary for the purpose of assisting to expedite the commencement of its plant operations. The grant was disbursed to the ex-owners of the plant as the subsidiary intended to undertake the operations of the plant was not incorporated at the time of disbursement. The tax payable on the grant was offset against the previous tax losses carried forward by the ex-owners. As such, the Group did not recognise income tax, if any, on the grant received. There is uncertainty whether the tax payable on the grant could be offset against the previous tax losses incurred by the ex-owners. The potential tax liability of $195,000 has not been provided in these financial statements.



34. CHANGES AND ADOPTION OF FINANCIAL REPORTING STANDARDS

For the reporting year ended 31 October 2011, the following new or revised FRSs and INT FRSs were adopted. The new or revised standards did not require any material modification of the measurement methods or the presentation in the financial statements.

FRS No. Title

FRS 1 Presentation of Financial Statements (Amendments to)FRS 7 Statement of Cash Flows (Amendments to)FRS 17 Leases (Amendments to)FRS 27 Consolidated and Separate Financial Statements (Amendments to) FRS 32 Classification of Rights Issues (Amendments to) FRS 36 Impairment of Assets (Amendments to)FRS 39 Financial Instruments: Recognition and Measurement (Amendments to)FRS 103 Business Combinations (Amendments to) FRS 105 Non-Current Assets Held for Sale and Discontinued Operations (Amendments to)FRS 108 Operating Segments (Amendments to)INT FRS 119 Extinguishing Financial Liabilities with Equity Instruments

35. FUTURE CHANGES IN FINANCIAL REPORTING STANDARDS

The following new or revised FRSs and INT FRSs that have been issued will be effective in future. The transfer to the new or revised standards from the effective dates is not expected to result in material adjustments to the financial position, results of operations, or cash flows for the following year.

FRS No.

Title

Effective date for periods beginning on

or after FRS 1 Presentation of Financial Statements (Amendments to) 1 Jan 2011FRS 1 Amendments to FRS 1 – Presentation of Items of Other Comprehensive Income 1 Jul 2012FRS 12 Deferred Tax (Amendments to) – Recovery of Underlying Assets 1 Jan 2012FRS 19 Employee Benefits 1 Jan 2013FRS 24 Related Party Disclosures (Revised) 1 Jan 2011FRS 27 Consolidated and Separate Financial Statements (Amendments to) 1 Jul 2011FRS 27 Separate Financial Statements 1 Jan 2013FRS 28 Investments in Associates and Joint Ventures 1 Jan 2013FRS 34 Interim Financial Reporting (Amendments to) 1 Jan 2011FRS 107 Financial Instruments: Disclosures (Amendments to) 1 Jan 2011FRS 107 Financial Instruments: Disclosures (Amendments to) – Transfers of Financial Assets 1 Jul 2011FRS 110 Consolidated Financial Statements 1 Jan 2013FRS 111 Joint Arrangements 1 Jan 2013FRS 112 Disclosure of Interests in Other Entities 1 Jan 2013FRS 113 Fair Value Measurements 1 Jan 2013INT FRS 113 Customer Loyalty Programmes (Amendments to) 1 Jan 2011INT FRS 114 Prepayments of a Minimum Funding Requirement (Amendments to) 1 Jan 2011INT FRS 115 Agreements for the Construction of Real Estate 1 Jan 2011


117

36. COMPARATIVE FIGURES

As explained in Note 16A to the financial statements, the Group had made certain restatements in connection with the acquisition of Sunrich subsequent to the completion of the valuation to determine the identifiable assets and liabilities of Sunrich at the acquisition date. Accordingly, certain comparative figures have been restated. The statements of financial position at the beginning of the earliest comparative period had not been presented in these financial statements as the restatements in connection with the acquisition of Sunrich had no effect on the balances at that date.



SHAREHOLDINGS STATISTICSAS AT 16 JANUARY 2012

ECOWISE HOLDINGS LIMITED Registration No: 200209835C (Incorporated in Singapore)

SHARE CAPITAL

Issued and paid-up capital : S$42,718,911.02Number of shares : 839,158,877Class of shares : Ordinary sharesVoting rights : One vote per share

DISTRIBUTION OF SHAREHOLDINGS

Range of Shareholdings

No. of Shareholders

%

No. of Shares

%

1 - 999 15 0.66 6,496 0.001,000 - 10,000 424 18.61 2,901,128 0.3410,001 - 1,000,000 1,780 78.10 180,300,316 21.491,000,001 and above 60 2.63 655,950,937 78.17

2,279 100.00 839,158,877 100.00

SHAREHOLDING HELD BY THE PUBLIC

Based on the information available to the Company as at 16 January 2012, approximately 48.06% of the issued ordinary shares of the Company is held by the public. Accordingly Rule 723 of the Listing Manual of Singapore Exchange Securities Trading Limited has been complied with.

TOP TWENTY SHAREHOLDERS

No.

Name

No. of Shares

%

1 Ecohub Pte. Ltd. 225,729,375 26.902 Ma Ong Kee 88,000,000 10.493 Hong Leong Finance Nominees Pte Ltd 46,400,000 5.534 Sun Organization Sendirian Berhad 38,510,000 4.595 Bank of Singapore Nominees Pte Ltd 26,258,237 3.136 Phillip Securities Pte Ltd 23,989,884 2.867 CIMB Nominees (S) Pte Ltd 22,500,000 2.688 OCBC Securities Private Ltd 17,607,750 2.109 Ong Keng Hua Sunny 15,842,125 1.8910 Maybank Nominees (S) Pte Ltd 9,345,900 1.1111 Tan Tiong Beng 8,155,534 0.9712 Chan Buang Heng 7,969,850 0.9513 Lee Thiam Seng 7,460,950 0.8914 Ching Wee Ling (Zhong Huiling) 7,318,000 0.8715 DBS Nominees Pte Ltd 5,910,100 0.7016 Wee Yiap Fook San 5,824,000 0.6917 UOB Kay Hian Pte Ltd 5,587,447 0.6718 United Overseas Bank Nominees Pte Ltd 5,221,423 0.6219 Tan Koon Hua 5,143,000 0.6120 Neo Thiam Kee 4,254,000 0.51

577,027,575 68.76

119

SHAREHOLDINGS STATISTICSAS AT 16 JANUARY 2012

ECOWISE HOLDINGS LIMITED Registration No: 200209835C (Incorporated in Singapore)

SUBSTANTIAL SHAREHOLDERS AS AT 16 JANUARY 2012

No.

Name of Shareholders

Direct Interest No. of Shares

% of Shares

Deemed Interest No. of Share

% of Shares

1 ecoHub Pte. Ltd. 293,229,375 34.94 - -2 Ma Ong Kee 88,000,000 10.49 3 Lee Thiam Seng 32,960,950 1 3.93 293,229,375 2 34.944 Sunny Ong Keng Hua 15,842,125 1.89 293,229,375 3 34.94

Notes:

(1) 25,500,000 Shares of which are held through Bank of Singapore Nominees Pte Ltd.

(2) Lee Thiam Seng holds 49.3% in ecoHub Pte. Ltd. which in turn holds 293,229,375 shares (of which 45,000,000 and 22,500,000 shares are held through Hong Leong Finance Nominees Pte Ltd and CIMB Nominees (S) Pte Ltd respectively), representing 34.94% of the issued share capital of the Company. Accordingly, Lee Thiam Seng has a deemed interest in the 293,229,375 shares held by ecoHub Pte. Ltd.

(3) Sunny Ong Keng Hua holds 26.7% in ecoHub Pte. Ltd. which in turn holds 293,229,375 shares (of which 45,000,000 and 22,500,000 shares are held through Hong Leong Finance Nominees Pte Ltd and CIMB Nominees (S) Pte Ltd respectively), representing 34.94% of the issued share capital of the Company. Accordingly, Sunny Ong Keng Hua has a deemed interest in the 293,229,375 shares held by ecoHub Pte. Ltd.


ANNUAL GENERAL MEETINGECOWISE HOLDINGS LIMITED Registration No: 200209835C (Incorporated in Singapore)

NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting of the shareholders of the Company will be held at 17 Kallang Junction #04-03 Singapore 339274 on Tuesday, 28 February 2012 at 3.30 p.m. to transact the following businesses:

ORDINARY BUSINESS

1. To receive and consider the Audited Financial Statements of the Company and the reports of the Directors and Auditors for the year ended 31 October 2011. Resolution 1

2. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association:- a) Mr Sunny Ong Keng Hua (Article 107) Resolution 2 b) Mr Ang Mong Seng (Article 107) Resolution 3 Mr Ang Mong Seng shall, upon re-election as Director of the Company, remain as Chairman of the Remuneration Committee

and as a member of the Audit Committee and Nominating Committee and shall be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

3. To approve the Directors’ fees of SGD 110,000/- for the year ended 31 October 2011. Resolution 4 4. To re-appoint Messrs RSM Chio Lim LLP as Auditors and to authorise the Directors to fix their remuneration. Resolution 5

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Resolutions as Ordinary Resolutions, with or without amendments:

5. Authority to Allot and Issue Shares Resolution 6

That pursuant to Section 161 of the Companies Act, Cap. 50 and in accordance with Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors to issue:-

(i) shares in the capital of the Company (whether by way of rights, bonus or otherwise) or;

(ii) convertible securities; or

(iii) additional convertible securities arising from adjustments made to the number of convertible securities previously issued in the event of rights, bonus or capitalisation issues; or

(iv) shares arising from the conversion of convertible securities,

121


at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that:-

(1) the aggregate number of shares and convertible securities that may be issued shall not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to all shareholders of the Company shall not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company.

(2) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares) shall be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company as at the time of the passing of this Resolution after adjusting for:-

(a) new shares arising from the conversion or exercise of convertible securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company; and

(4) unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.

[see Explanatory Note(i)]

6. Authority to grant Awards in accordance with ecoWise Performance Share Plan Resolution 7

That approval be and is hereby given to the Directors to grant awards in accordance with the provisions of the ecoWise Performance Share Plan (“Share Plan”) and to allot and issue or deliver from time to time such number of fully paid-up Shares as may be required to be issued pursuant to the vesting of Awards under the Share Plan, provided that the aggregate number of Shares to be allotted and issued pursuant to the Share Plan shall not exceed 15% of the total number of issued ordinary shares of the Company from time to time.

[See Explanatory Note (ii)]

7. And to transact any other business which may be properly transacted at an Annual General Meeting.



Explanatory Notes:

(i) The Ordinary Resolution proposed in Resolution 6 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is earlier, to issue shares and convertible securities in the Company up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which not exceeding 20% may be issued other than on a pro rata basis to existing shareholders.

For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.

(ii) The proposed Resolution 7 above, if passed, will empower the Directors of the Company to offer and grant awards, and to allot and issue new ordinary shares in the capital of the Company, pursuant to the Share Plan (which was approved by shareholders at the Extraordinary General Meeting held on 23 March 2007) as may be modified by the Committee from time to time, provided that the aggregate number of Shares to be allotted and issued pursuant to the Share Plan shall not exceed 15% of the total number of issued ordinary shares of the Company from time to time.

BY ORDER OF THE BOARD

Zhong XiaowenCompany SecretarySingapore

Date: 13 February 2012

Proxies:

1. A member of the Company is entitled to attend and vote at the above Meeting and may appoint not more than two proxies to attend and vote instead of him.

2. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the proxies. A proxy need not be a member of the Company.

3. If the member is a corporation, the instrument appointing the proxy must be under seal of the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 17 Kallang Junction #04-03 Singapore 339274 not less than 48 hours before the time appointed for holding the above Meeting.

123

Total number of shares held

I/We of

being a member(s) of ecoWise Holdings Limited (the “Company”), hereby appoint:

Signed this day of 2012

Signature or Common Seal of shareholder

Name

Address

NRIC/ Passport Number

Proportion of Shareholdings

Name

Address

NRIC/ Passport Number

Proportion of Shareholdings

No. Resolutions For Against

1 Audited Financial Statements for the year ended 31 October 2011 together with the reports of Directors and Auditors

2 Re-election of Mr Sunny Ong Keng Hua as Director

3 Re-election of Mr Ang Mong Seng as Director

4 Approval of Directors’ fees for the year ended 31 October 2011

5 Re-appointment of Messrs RSM Chio Lim LLP as Auditors

6 Authority to allot and issue shares pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited

7 Authority to grant awards in accordance with ecoWise Performance Share Plan

and/or (delete as appropriate)

as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the 2012 Annual General Meeting of the Company to be held at 17 Kallang Junction #04-03 Singapore 339274 on Tuesday, 28 February 2012 at 3.30 p.m. and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set out in the notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)

IMPORTANT1. For investors who have used their CPF monies to buy the

Company’s shares, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

PROXY FORMECOWISE HOLDINGS LIMITED Registration No: 200209835C (Incorporated in Singapore)


NOTES:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

3. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or duly authorised officer.

5. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Cap. 50.

6. The instrument appointing a proxy or proxies, together with the power of attorney or other authority (if any) under which it is signed, or notarially certified copy thereof, must be deposited at the registered office of the Company at 17 Kallang Junction #04-03 Singapore 339274 not later than 48 hours before the time set for the Annual General Meeting.

7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members of the Company whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository Register at 48 hours before the time appointed for holding the Annual General Meeting as certified by The Central Depository (Pte) Limited to the Company.

PROXY FORMECOWISE HOLDINGS LIMITED Registration No: 200209835C (Incorporated in Singapore)

ecoWise Holdings LimitedCo. Reg: 200209835C

17 Kallang Junction #04-03 Singapore 339274 Tel: 65 - 6536 2489Fax: 65 - 6536 7672www.ecowise.com.sg

printed on environmentally friendly paper

Documents

CLEAN AND GREEN FOR LOW CARBON ECONOMY - · PDF fileCLEAN AND GREEN FOR LOW CARBON ECONOMY. Contents Corporate Profile 06 ... compound manufacturing and tyre retreading services