Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 1 of 15

Natural Cool Holdings Limited. (Registration Number: 200509967G)

This announcement has been prepared by the Company and reviewed by the Company’s sponsor, CNP Compliance

Pte. Ltd. (“Sponsor”), for compliance with the Singapore Exchange Securities Trading Limited (“SGX-ST”)

Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this announcement

including the accuracy or completeness of any of the information disclosed or the correctness of any of the

statements or opinions made or reports contained in this announcement. This announcement has not been

examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of

this announcement including the correctness of any of the statements or opinions made or reports contained in this

announcement.

The contact person for the Sponsor is Mr Thomas Lam at 36 Carpenter Street, Singapore 059915, telephone: (65)

6323 8383; email: tlam@cnplaw.com.

PART I – INFORMATION REQUIRED FOR ANNOUNCEMENTS OF HALF YEAR RESULT

1(a) (i) An income statement (for the group) together with a comparative statement for corresponding period

of the immediately preceding financial year

CONSOLIDATED INCOME STATEMENT

Group

Period Ended 30 June

2013 2012

Increase/

(Decrease)

S$’000 S$’000 %

Revenue 75,642 70,069 8

Cost of sales (64,274) (57,612) 12

Gross profit 11,368 12,457

Other income 554 860 (36)

Distribution expenses (3,020) (2,737) 10

Administrative expenses (7,871) (9,438) (17)

Other expenses (223) (79) NM

Results from operating activities

808

1,063

Finance costs (550) (687) (20)

Profit before income tax

258

376

Income tax expenses (55) (117) (53)

Profit for the period

203

259

Profit attributable to:

Owners of Company 257 271

Non-controlling interests (54) (12)

Profit for the period

203

259

Notes:

NM: Not meaningful

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 2 of 15

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Group

Period Ended 30 June

2013

2012

S$’000 S$’000

Profit for the period 203 259

Other comprehensive income:

Foreign currency translation

differences for foreign operations

(34) (38)

Total comprehensive income for the

period

169 221

Attributable to:

Owners of the Company 229 217

Non-controlling interests (60) 4

Total comprehensive income for the

period

169 221

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 3 of 15

1 (a) (ii) Other notes:

Profit from operations is arrived at after charging/(crediting) the following items:

Group

Period Ended 30 June

2013 2012

S$’000 S$’000

Amortisation of club memberships 68 136

Amortisation of deferred revenue (650) (650)

Amortisation of intangible assets 111 76

Bad debt written-off/(written-back) 111 (165)

Depreciation of property, plant and equipment 1,594 1,498

Depreciation of investment properties 144 166

Foreign exchange loss – net 112 77

Gain on disposal of property, plant and

equipment

- (66)

Interest income (2) (22)

Impairment loss on trade and other receivables

– net

- (209)

Plant and equipment written-off - 2

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 4 of 15

1 (b) (i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of

immediately preceding financial year.

STATEMENTS OF FINANCIAL POSITION

Group Company

As at

30 Jun 2013

As at

31 Dec 2012

As at

30 Jun 2013

As at

31 Dec 2012

S$’000 S$’000 S$’000 S$’000

Non-current assets

Property, plant and equipment 19,126 20,324 - -

Intangible assets

4,898 4,187 - -

Club memberships 69 137 69 137

Investment properties 10,492 10,637 - -

Subsidiaries - - 15,007 15,007

Other investments 3,750 - 3,750 -

Deferred tax asset 1,593 1,686 - -

39,928 36,971 18,826 15,144

Current assets

Inventories 17,374 18,914 - -

Trade and other receivables 44,757 47,836 9,815 9,740

Cash and cash equivalents 16,565 11,966 126 820

78,696 78,716 9,941 10,560

Less:

Current liabilities

Trade and other payables 57,683 58,468 56 342

Loans & borrowings 2,984 2,690 - -

Current tax payable 1,659 1,873 - -

62,326 63,031 56 342

Net current assets 16,370 15,685 9,885 10,218

Less:

Non-current liabilities

Loans & borrowings 16,285 12,781 3,750 -

Deferred tax liabilities 255 286 - -

16,540 13,067 3,750 -

Net assets 39,758 39,589 24,961 25,362

Share capital 31,957 31,957 31,957 31,957

Reserves (3,600) (3,572) - -

Accumulated profits/(losses) 11,132 10,875 (6,996) (6,595)

Equity attributable to owners

of the Company 39,489 39,260 24,961

25,362

Non-controlling interests 269 329 - -

Total equity 39,758 39,589 24,961 25,362

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 5 of 15

1 (b) (ii) Aggregate amount of group’s borrowing and debt securities.

Group

Company

As at

As at

As at

As at

30-Jun-13 31-Dec-12

30-Jun-13 31-Dec-12

S$’000 S$’000

S$’000 S$’000

Amount repayable in one year or less, or on

demand

Unsecured

Bridging loan 553 801

- -

Term loan 315 -

- -

868

801

-

-

Secured

Bank overdrafts 378 225

- -

Current portion of bank loans 975 996

- -

Finance lease liabilities 763 668

- -

2,116

1,889

-

-

2,984

2,690

-

-

Amount repayable after one year

Unsecured

Bridging loan

-

138

-

-

Convertible loan notes

3,750

-

3,750

-

Term loan

535

-

-

-

4,285

138

3,750

-

Secured

Bank loans 10,219 10,666

- -

Finance lease liabilities 1,781 1,977

- -

12,000

12,643

-

-

16,285

12,781

3,750

-

Details of any collateral

The bank loans are secured on:-

(i) freehold land & property, leasehold properties, machineries and investment property with net book values

as at 30 June 2013 of S$5,380,659, S$4,174,685, S$334,973 and $10,492,330 (FY2012: S$5,426,943,

S$4,221,677, $385,858 and S$10,636,720) respectively;

(ii) fixed deposit pledged amounted to S$201,359 (FY2012: S$350,870);

(iii) fixed and floating charge on inventories amounted to S$268,519 (FY2012 : S$154,268); and

(iv) corporate guarantee by Natural Cool Holdings Limited.

In addition to the above securities, the Group has undertaken to deposit with a bank the insurance compensation of

S$4,500,000 received for the purpose of reinstatement of an investment property.

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

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 6 of 15

1 (c) A cash flow statement (for the group), together with a comparative statement for the corresponding

period of the immediately preceding financial year.

CONSOLIDATED STATEMENT OF CASH FLOWS

Group

Half year ended 30 June

2013 2012

S$’000 S$’000

Cash flows from operating activities

Profit/(Loss) for the period 203 259

Adjustments for:

Amortisation of deferred revenue (650) (650)

Amortisation of club memberships 68 136

Amortisation of intangible assets 111 76

Depreciation of property, plant and equipment 1,594 1,498

Depreciation of investment properties 144 166

Gain on disposal of plant and equipment - (66)

Plant and equipment written-off - 2

Income tax expenses 55 117

Interest expenses 550 687

Interest income (2) (22)

2,073 2,203

Changes in working capital:

Inventories 1,540 (1,691)

Trade and other receivables 3,081 1,580

Trade and other payables (176) 816

Cash flows generated from operations 6,518 2,908

Income taxes paid (206) (108)

Net cash from operating activities 6,312 2,800

Cash flows from investing activities

Acquisition of other investment (3,750) -

Interest received 2 22

Proceeds from disposal of property, plant and

equipment

-

160

Purchase of computer software (816) (89)

Purchase of property, plant and equipment (159) (5,479)

Net cash used in investing activities (4,723) (5,386)

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 7 of 15

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

Group

Half year ended 30 June

Note 2013 2012

S$’000 S$’000

Cash flows from financing activities

Fixed deposits released/(pledged) 150 (3)

Interest paid (550) (687)

Payment of listing expenses - (122)

Proceeds from issue of shares - 3,000

Proceeds from issue of convertible loan notes 3,750 -

Non-trade amounts due to subsidiary’s directors - 108

Proceeds from borrowings 1,015 4,940

Repayment of borrowings (1,003) (2,556)

Repayment of finance lease liabilities (362) (928)

Net cash from financing activities

3,000

3,752

Net increase in cash and cash equivalents

4,589

1,166

Effect on changes in foreign exchange rate

7

195

Cash and cash equivalents at beginning of period

6,890

9,795

Cash and cash equivalents at end of period

11,486

11,156

Cash and cash equivalents in the balance sheet

16,565

11,667

Fixed deposits pledged to banks (201) (353)

Cash restricted in use (i) (4,500) -

Bank overdrafts (378) (158)

Cash and cash equivalents in the statement of cash

flows

11,486

11,156

(i) Cash restricted in use relates to an undertaking by the Group to deposit with a bank the insurance

compensation of $4,500,000 which is restricted solely for the purpose of reinstatement of an

investment property.

Unaudited Half Year Financial Statements and Dividend Announcement for the financial period ended 30 June 2013

Page 8 of 15

1(d) (i) A statement (for issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and

distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share

capital

Capital

reserve

Foreign

currency

translation

reserves

Accumulated

profits

Total

attributable

to equity

holders of

the

Company

Non-

controlling

interests

Total

equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

At 1 January 2012 28,957 (3,378) (147) 9,943 35,375 351 35,726

Total comprehensive income for the period

-Profit/(Loss) for the period

-

-

-

271

271

(12)

259

Other comprehensive income

-Foreign currency translation differences

-

-

(54)

-

(54)

16

(38)

Total comprehensive income for the year

-

-

(54) 271

217

4

221

Transactions with owners, recorded directly in

equity

Issuance of new shares

3,000

-

-

-

3,000 -

3,000

Total transactions with owners

3,000

-

-

-

3,000 -

3,000

30 June 2012

31,957

(3,378)

(201)

10,214

38,592

355

38,947

Unaudited Half Year Financial Statements and Dividend Announcement for the financial period ended 30 June 2013

Page 9 of 15

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Share

capital

Capital

reserve

Foreign

currency

translation

reserves

Accumulated

profits

Total

attributable

to equity

holders of

the

Company

Non-

controlling

interests

Total

equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

At 1 January 2013

31,957

(3,378)

(194) 10,875

39,260 329

39,589

Total comprehensive income for the period

-Profit/(Loss) for the period - - - 257 257 (54) 203

Other comprehensive income

-Foreign currency translation differences - - (28) - (28) (6) (34)

Total comprehensive income for the year

-

-

(28) 257

229 (60)

169

30 June 2013

31,957

(3,378)

(222) 11,132

39,489 269

39,758

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 10 of 15

STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Share capital

Accumulated

profits/(losses)

Total equity

S$’000 S$’000 S$’000

The Company

At 1 January 2012 28,957 (6,627) 22,330

Total comprehensive

income for the period

-Profit for the period

- 193 193

Transactions with

owners, recorded

directly in equity

Issue of new shares

3,000 - 3,000

At 30 June 2012

31,957 (6,434) 25,523

At 1 January 2013 31,957 (6,595) 25,362

Total comprehensive

income for the period

-Loss for the period

- (401) (401)

At 30 June 2013

31,957

(6,996)

24,961

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 11 of 15

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

share buy-backs, exercise of share options or warrants, conversion of other issues of equity

securities, issue of shares for cash or as consideration for acquisition for acquisition or for any other

purpose since the end of the previous period reported on. State also the number of shares that may

be issued on conversion of all outstanding convertibles as at the end of the current financial period

reported on and as the end of the corresponding period of the immediately preceding financial year.

There were no changes to the share capital of the Company since the end of the previous period reported

on, up to 30 June 2013.

During the half year ended 30 June 2013, the Company has completed the subscription of the convertible

loan notes amounting to S$3,750,000. The Notes are convertible into 25,000,000 shares in the capital of

the Company. The Company does not have any outstanding convertibles as at 30 June 2012.

The Company does not have any treasury shares as at 30 June 2013 and 30 June 2012

(d) (iii) To show the total number of issued shares excluding treasury shares as at the end of current

financial period and as at end of immediately preceding year.

Group and Company

2013 2012

Fully paid ordinary shares, with

no par value

No. of shares No. of shares

At 1 January 205,447,985 165,447,985

Issue of new shares - 40,000,000

At 30 June 2013 / 31 December

2012

205,447,985 205,447,985

(d) (iv) A statement showing all sales, transfers, disposal, cancellation and/ or use of treasury shares

as at the end of the current financial period reported on.

Not applicable.

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

or practice.

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

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

or emphasis of a matter).

Not applicable.

4. Whether the same accounting policies and methods of computation as in the issuer’s most recently

audited annual financial statements have been applied.

Except as disclosed in paragraph 5 below, the Group has applied the same accounting policies and

methods of computation in the financial statements for the current reporting period as in those of the

audited financial statements for the year ended 31 December 2012.

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 12 of 15

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

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

the change.

The Group has adopted the new and/or revised Financial Reporting Standards (FRSs) and interpretations

that are effective for annual periods beginning 1 January 2013. Presently, the Group does not expect the

adoption of the new and/or revised FRS and the interpretations to have any material impact on the

financial statements.

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

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

preference dividends.

Group

Half year ended 30 June

2013 2012

Net Profit / (loss) attributable to

shareholders (S$’000)

257

271

Weighted average number of ordinary share

in issue (No. of shares)-basic 205,447,985 205,447,985

Earnings per share (cents) - basic 0.12 0.16

Weighted average number of ordinary share

in issue (No. of shares)-diluted 205,447,985 205,447,985

Earnings per share (cents) - diluted 0.12 0.16

No dilutive effect in relation to the convertible loan notes as it have been classified as non-current

liabilities

7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the

issuer at the end of the (a) current financial period reported on and (b) immediately preceding

financial year.

Group Company

As at

30 June

As at 31

December

As at

30 June

As at 31

December

2013 2012 2013 2012

Net assets

attributable to

shareholders

(S$’000)

39,489 39,260 24,961 25,362

Net asset value per

share as at respective

year (cents)

19.22 19.11 12.15 12.34

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 13 of 15

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

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

(a) any significant factors that affected the turnover, cost, and earnings of the group for the current

financial period reported on including (where applicable) seasonal or cyclical factors.

(b) any material factors that affected the cash flow, working capital , assets or liabilities of the group

during the current financial reported on.

Review of Income Statement

The Group achieved revenue of S$75.64 million in HY2013, an increase of S$5.57 million, or 7.95% as

compared to HY2012. This was due mainly to higher revenue registered by our Aircon division.

Gross profit decreased by S$1.09 million or 8.74% to S$11.37 million in HY2013 and was due mainly to

higher sub-contractors costs.

Other income decreased by S$0.31 million or 35.58% to S$0.55 million and was due mainly to lower

rental income.

Administrative expenses decreased by S$1.57 million or 15.54% and were due mainly to lower salaries

and lower rental expenses.

Finance costs decreased by S$0.14 million or 19.94% and were due mainly to repayment of term loans.

Lower income tax expense rate was due mainly to tax savings derived from Productivity and Innovation

Credit Scheme.

Arising from the above, the Group reported a profit before income tax of S$0.26 million in HY2013.

Review of Statements of Financial Position

Other investments increased by S$3.75 million due to investment in HMK Energy Pte Ltd pursuant to a

subscription agreement.

Trade and other receivables decreased by S$3.08 million and were due mainly to faster collection.

Non-current liabilities increased by S$3.47 million to S$16.54 million in HY2013. The increase was due

mainly to convertible loan notes issued to HT Holdings (HK) Ltd pursuant to a convertible loan agreement.

Review of Statement of Cash Flows

Cash flow from operating activities was an inflow of S$6.31 million for HY2013 as compared to inflow of

S$2.80 million for HY2012. This was due mainly to better collections with reduced trade and other

receivables and better inventory management with lower inventories.

Cash flow from investing activities was an outflow of S$4.72 million and was due mainly to investment in

HMK Energy Pte Ltd.

Cash flow from financing activities was an inflow of S$3.00 million and was due mainly to proceeds from

issue of convertible loan notes for the purpose of investing in HMK Energy Pte Ltd.

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 14 of 15

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

variance between it and the actual results.

The current results are in line with the Company’s discussion presented in Note 10 of the unaudited results

announcement dated 21 February 2013.

10. A commentary at the date of the announcement of the significant trends and competitive conditions

of the industry in which the group operates and any known factors or events that may affect the

group in the next reporting period and the next 12 months.

The Board expects the operating environment and conditions for the next 12 months to be challenging.

The Group will continue to enhance margins by improving operational efficiency and rationalising cost

structure in order to enhance our competitiveness.

11. Dividend

(a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on?

No.

(b) Corresponding Period of the Immediately Preceding Financial Year

Any dividend declared for the corresponding period of the immediately preceding financial year?

No.

(c) Date payable

Not applicable.

(d) Books closure date

Not applicable.

12. If no dividend has been declared/recommended, a statement to that effect.

No dividend has been declared.

Unaudited Half Year Financial Statements and Dividend Announcement for the

financial period ended 30 June 2013

Page 15 of 15

PART II-ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT

(This part is not applicable to Q1, Q2, Q3 or Half Year Results)

13. Interested person transaction

During the year, there were following significant related party transactions carried out in the

normal course of business (excluding transaction less than S$100,000) on term agreed between the

parties.

No general mandate has been previously obtained and there are no IPTs disclosures for the current period.

14. Usage of proceeds from Shares Issue

In June 2012, the Company raised approximately S$2.99 million after deducting the placement shares

expenses from its placement shares exercise.

The proceeds of approximately S$1.5 million were earmarked to upgrade its switchgear products to meet

new international standards and the balance of approximately S$1.49 million for working capital purposes.

As at 30 June 2013, approximately S$626,700 of such proceeds earmarked to upgrade its switchgear

products to meet new international standards were utilized. Pending deployment of the remaining proceeds,

the Company has utilized this sum as working capital.

In 2013, the Company entered into a convertible loan note agreement with HT Holdings(HK) Ltd to

obtain a loan of $3,750,000. The convertible notes, comprising ten notes with a principal face value of

$375,000 and is convertible into new ordinary shares in the capital of the Company.

The agreement has been completed on 3 April 2013. The Company has used the entire proceeds of

S$3,750,000 to invest in HMK Energy Pte Ltd in which the principal activities are in the minerals oil and

gas industry in Indonesia.

15. Negative Assurance Confirmation on Interim Financial Result Pursuant to Rule 705 (5) of the

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

We, the undersigned, hereby confirm to the best of our knowledge, nothing has come to the attention of

the Board of Directors of the Company which may render the unaudited interim financial results for the

half year ended 30 June 2013 to be false or misleading in any material aspect.

On behalf of the Board of Directors

Wu Chiaw Ching Joseph Ang Choon Cheng

Non-Executive Chairman and Independent Director Chief Executive Officer

BY ORDER OF THE BOARD

Wu Chiaw Ching

Non-Executive Chairman and Independent Director

Singapore

6 August 2013