a rapid transition towards a low carbon · pdf filea rapid transition towards a low carbon ......

ESSENTIAL

A RAPIDTRANSITION

TOWARDS ALOW CARBONECONOMY IS

annual report 2010

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

VMissionTo emphasise 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 waste.

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

M

Contents14

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Corporate ProfileChairman’s StatementFinancial HighlightsFinancial and Operations ReviewBoard of DirectorsManagement Team

SRIT Management TeamCorporate Social ResponsibilityCorporate InformationCorporate GovernanceFinancial StatementsSources & Footnote

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47IBC32

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Why has the transition for a Low Carbon Economy gained particular momentum in the last few years ?

It is for a sustainable world for now and in the future for our children. That afterall, is the simple truth and fact of the matter.

2015If global warming remains unchanged

10 billion tonnes is projected to be the maximum volume of carbon dioxide that humans may emit to remain below the critical threshold for climate warming of two degrees Celsius. Temperatures on Earth projected by 2020 to be at the hottest levels in 150,000 years .2

1

Energy should be produced using renewable energy sources.

By using products made with recycled materials.

Green vechicles or public transports to reduce greenhouse gas emissions.

Reduce and control industrial pollution through cleaner technology.

Be responsible. All waste should be minimised - reduce, reuse, recycle.

Burning of fossil fuelsRapid deforestationTransportation vehiclesIndustrial pollutionIncrease of world population

2025If global population remains growing

Projected Global Water Scarcity by 2025

Physical water scarcity

Approaching physical water scarcity

Economic water scarcity

Little or no water scarcity

Not estimated

The global population will reach 8.012 billion and living in a world where resources (such as clean water, clean air, oil, rubber, metal) will become scarce and costly.

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Major challenges for the population

Handling of large amount of industrial waste.Insufficient clean water and air.Peaked oil - the point in time when the maximum rate of global petroleum extraction is reached, after which the rate of production enters terminal decline.

Recover and repurpose of resources to reduce the need to extract or produce these resources.

What can we do to prevent this from happening?

Apply and upgrade advanced waste treatment technology to achieve economics of scale in implementation.

Invest in environmental solutions to reduce pollution and increase the availability of clean air and water.

Develop more renewable energy to reduce the reliance on fossil fuel.

Resource scarcity – rubber, metal and other commodities.

2030If global transportation trends remain

The global car f leet is set to reach 1.6 billion vehicles by 2030. The need to recycle resources has never been greater.

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What we can do to prevent this from happening?

Recycling and reusing the tyres of vehicles.

Choose to drive an energy - saving hybrid car.

Recycling and reusing transportation batteries.

Effects of not recycling

Limited landfills for wasteAir pollutionWater and soil pollutionScarcity of resources

...where wasteis the

newWe are right at the heart of a global directive for a low carbon

economic revolution...

...where wasteis the

new

2050If global warming remains unchanged

More than species of plants and animals worldwide are projected to be extinct by 2050 based on 2001 predicted global warming temperatures.

1,000,000 7

Major causes of endangerment

Habitat lossPollution

What we can do to prevent this from happening?

By using products made with recycled materials.

Energy should be produced using renewable energy sources.

Reduce and control pollution through innovative technology. Deforestation

There are billions of planets but only 1 earth. Resources* are finite and the need for energy is insatiable. A ecoworld is a better world for now and for the future.

PROFILEcorporate

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 a constituent stock in the FTSE ST Small Cap Index effective from 22 September 2009.

InvestmentInvestmentInvestment?Investment?

14

Our 3 Core BusinessesResource RecoveryOn 2 July 2010, the Group completed the acquisition of 70% of Sunrich Integrated Sdn Bhd, a Malaysia based rubber compound manufacturer and tyre retreader that is sizable and has a track record of growth and profitability. With the appointment of a few senior managers with relevant experiences in the sector, the Group aims to expand the business in overseas market.

The Group also entered into China’s 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 supplier 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.

Renewable EnergyThe Group is in the midst of constructing 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 joint-venture 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 and 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 focus on providing ‘low carbon’ environmental solutions that will result in the lowering of carbon for processes. In addition to providing these solutions, the Group aims to be the preferred partner in implementing these solutions and alsoas a strategic investor.

15ecoWise Holdings Limited • annual report 2010 •

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。　

集团

简介

17ecoWise Holdings Limited • annual report 2010 •16

资源再循环2010年7月2日，绿科集团完成了对马来西亚日升集团旗下70％生产橡胶复合材料和轮胎翻新业务的收购。日升集团是一家具有规模和拥有良好营利和发展历史的公司。收购项目完成后，集团聘用了一些在相关领域经验丰富的高级管理人员，期望在海外扩展相关的业务。

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-重庆中天电子废物管理有限公司，进入了中国电器、电子产品废物再循环的领域。合资公司拥有在重庆市的电器、电子产品废物再循环的特许经营权。

绿科集团是新加坡主要的固体废弃物处理和资源回收公司，是新加坡一些主要修船厂和造船厂废铜渣和其它工业废弃物指定回收商，也是主要食品工业公司的指定废弃物回收商。集团的固体废弃物处理和资源回收业务也同时服务其他工业领域如进出口、建筑业、家俱业和园艺业等。　

集团在有机资源回收再循环领域拥有丰富的经验。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”奖。

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再生能源集团正在兴建具有新加坡地标性建筑的“滨海湾花园”生物质热电厂。此生物质热电厂位于新加坡市中心地带，紧邻金融中心。它将为绿科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其管理能力的亮丽的国际平台。

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湿粮渣的烘干和ISO油罐的加热。

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

2

提供综合环境管理方案我们为工业废弃物和能源管理提供资源管理和综合环境管理方案服务。我们的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。我们的专业团队拥有在废物处理领域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。　

集团将注重于发展提供“低碳”环保管理方案。除此，集团也有意成为“低碳”环保项目的首选伙伴和战略投资者。

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Dear shareholders,

On behalf of the Board of Directors, it is my pleasure to present to you our Annual Report for the financial year ended 31 October 2010 (“FY2010”).FY2010 marks a significant year to the Group as it has successfully diversified the scope of its Resource Recovery segment and made reasonable progress in its Renewable Energy segment.

STATEMENTchairman’s


The Group achieved a 20.3% increase in revenue to S$37.59 million but suffered a loss attributable to shareholders of S$1.35 million. The increase in revenue is mainly due to the completion of acquisition related to Sunrich Integrated Sdn Bhd (“SRIT”) in July 2010 and partially offset by lower contributions from used copper slag activities and closure of Wuhan coal fired co-generation power plant for the conversion to biomass co-generation power plant.

RESOURCE RECOVERY SEGMENTFY2010 marks the successful diversification of this segment through not only the acquisition and integration of 70% of the rubber compound manufacturing and tyre retreading businesses of SRIT into the Group, but also the investment of a 15% stake in Chongqing Zhongtian Electronic Waste Management Co., Ltd. The acquisition has added a new source of recurring income to the Group. With these acquisition and investment, the Group’s Resource Recovery segment has also successfully expanded into the new Malaysia and China markets.

These two initiatives are in line with the Group’s emphasis on expanding into synergetic environmental friendly businesses that involves the process of reduce, reuse, recycle and recovery of scare resources, such as rubber and metal.

RENEWABLE ENERGY SEGMENTThe Group continues to make progress in its Renewable Energy segment through:• expansion of waste steam application businesses (heating of ISO tank and drying of wet spent grain) from our existing co-generation power plant at Sungei Kadut, Singapore;

• smooth and timely implementation of the Design, Build and Operate of Biomass Co-generation System at Gardens by the Bay (Marina South) with NParks Singapore for commercial operation by end of 2011; and• reduction in operational loss incurred by our Wuhan coal fired co-generation power plant.

While we are experiencing a slow-down in our biomass co-generation (conversion) project in Wuhan, due to the possible change in ownership of our main JV partner, the joint venture implementing the project has taken measures to reduce cost and continue with the necessary project preparation work.

ENHANCING VALUEHuman Capital, Operations Excellence & Technology BuildingThe Group had successfully recruited professionals with track records from the environmental and relevant fields to lead existing and new business units. With the strengthened management team, we are now in a better position to pursue operational excellence through streamlining of operations, improving efficiency and cost management of both our existing operations and new projects under development.

The Group will also focus on expanding its capabilities to provide a more holistic scope when offering environmental solutions to our valued customers and welcomes partnership opportunities in the energy and waste management businesses. The Group plans to pursue research and development into ‘low carbon’ business and manufacturing processes to produce environmental friendly products.

Markets The Group takes the view that Singapore, Malaysia and China remain its key markets. For Malaysia, the Group aims to continue to expand its market share in the rubber compound manufacturing and tyre retreading business and develop renewable energy projects. For China, the Group will continue to pursue and implement renewable energy projects and resource recovery and total tyre management (including retreading) businesses.

The Group has also established a new business unit, ecoWise International Pte Ltd, to develop the international market for our existing products.

CHANGE IN BOARD OF DIRECTORSOn behalf of the Board, I would like to take this opportunity to thank Mr. Teoh Teik Kee who had retired from the Board on 26 February 2010, for his past contributions to the Group as an Executive Director. We would also like to welcome Mr. Low Kian Beng, our Deputy CEO who joined the Board with effect from 1 January 2011.

ACKNOWLEDGEMENTFY2010 has been a challenging year for the Group and we would like to take this opportunity to express our heartfelt thanks to all our shareholders, business associates, partners, customers and staffs for their continual support, hard work and faith in us. With your support, we are confident that we can overcome many challenges and attain greater height and success in FY2011 and beyond.


STATEMENTchairman’s

Lee Thiam SengExecutive ChairmanJanuary 2011

尊敬的股东们：

我谨代表董事会在此荣幸地向您呈上截至2010年10月31日的财政年度报告。

2010年集团成功地将资源再循环业务多元化并在再生能源的业务方面取得进展。

2010年7月，集团完成了收购马来西亚日升集团的生产橡胶复合材料和轮胎翻新业务。日升集团增加了集团的营业额，使集团的营业额在2010年增长了20.3％，但是由于废铜渣回收业务的疲软和关闭武汉燃煤热电厂以便将其转换为生物质热电厂在一定程度上抵消了营业额的增长。

资源再循环业务

集团资源再循环业务多元化的转型包括在马来西亚顺利地收购了日升集团的相关业务和在中国入股重庆中天电子废物管理有限公司15％的股份。成功收购为集团带来更多稳定的收入。以上两项投资布署完全吻合集团致力于促进资源节约和环境友好的理念。

再生能源

集团将继续通过以下途径促进再生能源的发展：－

• 在新加坡继续扩大双溪加株生物质热电厂废蒸汽供热业务（加热ISO油罐和烘干湿粮渣）；

• 努力按计划完成设计、建造和经营“滨海湾花园”的生物质热电厂，于2011年底投入商业运营；　

• 继续降低武汉燃煤热电厂的营运亏损。

由于武汉的合资伙伴有可能出售其公司的股份，武汉燃煤热电厂转换为生物质热电厂的项目进展有些滞缓。合资企业已采取了一些相应的措施，努力减少运作成本。

价值提升

发展人才、优化运营、技术开发

集团聘请了多名资深的环境工程和其他相关行业的专业人士，让他们领导和管理现有的和新成立的业务部门。管理团队力量的加强，将更有利于我们对现有的营运以及正在发展的项目进行效益整合和成本管理。

另外，集团也将重点发展综合环境管理方案业务，努力为客户提供全方位的综合环境管理方案，同时，我们也欢迎新的商业伙伴同我们一起在能源和废物管理方面探索新的发展机遇。鉴此，集团计划在“低碳”领域加强科技开发，研发和生产环保产品。

市场

集团将依旧以新加坡、马来西亚和中国为主要市场。在马来西亚力图继续

主席

致辞


提高集团在橡胶复合材料生产和轮胎翻新业务的市场占有率，同时也开发一些再生能源项目。在中国，集团将继续拓展再生能源、资源再循环和轮胎整体管理（包括轮胎翻新）业务。

集团在此年度设立了一个新的商业部门－绿科国际私人有限公司。主要为集团的现有产品进行国际市场开发。

董事会

我也谨此代表董事会感谢上届董事张德麒先生。感谢张先生在任期内对集团所作出贡献。张先生于2010年2月26日退选董事会。同时，我们也欢迎我们的副总裁刘建民先生于2011年1月1日进入董事会。

鸣谢

2010年对集团而言是充满挑战的一年。我们籍此机会衷心地感谢我们所有的合作伙伴、客户和员工。诚谢您们的不懈支持、辛勤工作和对我们的信心。有了您们的支持，我们有信心在2011年战胜重重的挑战，迈向更高的巅峰、取得更大的进步！

李添胜执行主席2011年1月

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

Financial Results ($’000) FY2010 FY2009 FY2008 FY2007 FY2006Revenue 37,585 31,235 23,000 21,631 18,780

Grossprofit 6,904 5,570 9,770 12,141 10,013

(Loss)/Profitbeforetax (1,479) (40) 6,979 6,076 4,598

(Loss)/Profitaftertax (1,978) (589) 5,831 5,247 3,913

Non-controllinginterest (630) (668) (50) 386 366

(Loss)/Profitattributabletoshareholders (1,348) 79 5,881 4,861 3,547

Statement of Financial Position ($’000)Property,plantandequipment 33,111 14,089 7,022 7,167 6,659

Cashandcashequivalents 14,956 26,629 13,216 7,400 4,662

Currentassets 47,432 34,732 23,976 14,847 11,015

Totalassets 91,025 51,779 32,847 22,562 18,393

Currentliabilities 25,951 7,215 7,575 7,632 5,794

Totalliabilities 32,806 11,998 8,744 9,006 7,068

Workingcapital 21,481 27,517 16,401 7,215 5,221

Equityattributabletoownersoftheparent 45,392 35,042 23,340 12,758 10,278

RatiosCurrentratio(times) 1.83 4.81 3.17 1.95 1.90

Returnonequityattributabletoownersoftheparent(%)* (3.35) 0.27 32.58 42.20 43.04

Returnonassets(%)* (1.89) 0.19 21.23 23.74 24.28

Basicearningspershares(cents) (0.16) 0.01 1.68 5.86 4.51

Netassetsvaluepershare(cents) 5.46 4.46 3.67 14.86 12.60

23ecoWiseHoldingsLimited•annualreport2010•22

HIGHLIGHTSfinancial

Group Revenue ($’000)

2010

2009

2008

2007

2006 18,780

21,631

23,000

31,235

37,585

(Loss)/ Prof it Attributable to Shareholders ($’000)

2010

2009

2008

2007

2006 3,547

4,861

5,881

79

(1,348)

Equity Attributable to Owners of the Parent ($’000)

2010

2009

2008

2007

2006 10,278

12,758

23,340

35,042

45,392

Return on Equity Attributable to Owners of the Parent (%)

2010

2009

2008

2007

2006 43.04

42.20

32.58

0.27

(3.35)

Basic Earnings per Share (cents)

2010

2009

2008

2007

2006 4.51

5.86

1.68*

0.01

(0.16)

Net Assets Value per Share (cents)

2010

2009

2008

2007

2006 12.60

14.86

3.67*

4.46

5.46

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

23ecoWiseHoldingsLimited•annualreport2010•22


OPERATIONS REVIEWfinancial and

The Group’s revenue increased 20.3% from S$31.24 million in FY2009 to S$37.59 million in FY2010.

REVIEW OF FINANCIAL PERFORMANCESTATEMENT OF COMPREHENSIVE INCOMEThe Group’s revenue increased 20.3% from S$31.24 million in FY2009 to S$37.59 million in FY2010. The increase was mainly due to the better performance from the Resource Recovery segment through the completion of acquisition of Malaysia subsidiaries in July 2010. 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.

Gross profit margin improved slightly from 17.8% in FY2009 to 18.4% in FY2010. The slight improvement was due to an increase in the business of applications of waste steam from the biomass co-generation plant in Singapore, partially offset by gross loss margin suffered by Wuhan subsidiary, both from the Renewable Energy segment. The loss from Wuhan subsidiary had been mitigated with the closure of the coal fired power plant in January 2010 for conversion.

Profit attributable to equity holders in FY2009 of S$0.08 million became a loss attributable to equity holders of S$1.35 million in FY2010.


STATEMENT OF FINANCIAL POSITIONThe variances for the balance sheet items were largely due to the acquisition of the Malaysia subsidiaries.

The Group’s current assets as at 31 October 2010 increased by S$12.70 million as compared to the financial year ended 31 October 2009. The increase was mainly contributed by the Malaysia subsidiaries partially offset by the decrease in cash and cash equivalents used in the acquisition of the Malaysia subsidiaries and purchase of plant and equipment for projects in Singapore.

The increase in the Group’s non-current assets amounted to S$26.55 million. Besides the non-current assets from the acquired Malaysia subsidiaries of S$21.01 million, we have also purchased plant and equipment for our NParks Gardens by the Bay biomass co-generation power plant project and spent grain dryer project amounting to S$2.48 million and S$0.81 million respectively and this was partially offset by the disposal of the Wuhan coal fired boiler of S$0.43 million. An investment has also been

made in a JV Company, Chongqing Zhongtian Electronic Waste Management Co. Ltd. The intangible assets of S$7.61 million were mainly from goodwill on acquisition of the Malaysia subsidiaries.

The Group’s current liabilities increased by S$18.74 million mainly due to the acquisition of the Malaysia subsidiaries which has bank borrowings.

The Group’s non-current liabilities increased by S$2.07 million mainly due to the Malaysia subsidiaries.

STATEMENT OF CASH FLOWSThe Group’s cash and cash equivalents decreased by S$14.12 million during FY2010 mainly due to the acquisition of the Malaysia subsidiaries, purchase of plant and equipment for projects in Singapore and repayment of bank borrowings and finance leases.

• Headquarters of Sunrich Integrated Sdn Bhd.• Completion of acquisition related to Sunrich Integrated Sdn Bhd.• Construction of the biomass co-generation system is underway with the rest of the construction of the Gardens by the Bay.

From left to right:



OPERATIONS REVIEWRESOURCE RECOVERY SEGMENTThe Group has over thirty years of experience in the Resource Recovery business. From a niche player in Singapore, it has become a Group capable of handling a diverse variety of industrial materials and has expanded into Malaysia and China.

Rubber Compound Manufacturing and Tyre Retreading BusinessThe Group completed its acquisition of a 70% stake in Sunrich Integrated Sdn Bhd (“SRIT”), which is in the business of:• Producing rubber compound for retreading of tyres, industrial belting and other industries;

• Retreading of tyres and offering total tyre management services; and• Producing specialty compounds for the IT, automotive and other industries.

The retreading of tyres for reuse and the use of suitable recovered materials in the manufacturing processes is in line with the principle of our Resource Recovery segment that provides products and services which minimise the use of new resources. The integrated business model of our rubber compound manufacturing and tyre retreading allows for operational efficiency and cost savings to be achieved within the business unit. SRIT has plans to pursue research and development into ‘low carbon’ and environmental friendly products and manufacturing processes.

The Group has over 30 years of experience in Resource Recovery business.


ecoWise International Pte LtdecoWise International Pte Ltd was set up as the international marketing arm of the Group’s Resource Recovery segment. The marketing arm is currently focused on:• developing international markets for the rubber compound manufacturing and tyre retreading business of SRIT; and• exploring new business opportunities in enhancing the value of Group’s existing repurposed products (produced by the waste recovery segment).

Copper Slag Collection and Recovery The Group continues to be the market leader in the recycling of used copper slag. It is the pioneer in repurposing the recycled copper slag as an approved sand alternative used in the construction industry. The main use of recycled copper slag processed by Geocycle Singapore Pte Ltd is in ready-mix concrete for production of eco-concreteTM.

The used copper slag market is expected to remain competitive with the entry of a new competitor. However, the Group will continue to strive to maintain its leadership position.

Geocycle Singapore Pte LtdThe joint venture established between the Group and Holcim Singapore, a wholly owned subsidiary of Holcim

Ltd, owns and operates Singapore’s largest used copper slag processing plant. Holcim Singapore provides offtake of the product arising from the JV, thus providing stability on the use of the washed copper slag.

Development in Chongqing MunicipalityThe Group has also entered into China’s electronic and electrical waste management market through a 15% stake in Chongqing Zhongtian Electronic Waste Management Co., Ltd. The joint venture has started the collection and implementation of the project. With this investment, the Group marks its entry into China’s resource recovery market.

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 ecoWise Active Composting Technology, ecoACTTM, our proprietary in-vessel technology, we produce compost that can be used as organic fertilizer and soil conditioner that improves nutrients level, soil aeration and nutrient retention capabilities and prevents soil erosion. Our compost has been awarded the Singapore Green Label by the Singapore Environmental Council as “100% Natural Organic Fertilizer”.

• Operations at Sunrich Integrated Sdn Bhd.• Signing ceremony with Chongqing Development & Reform Commission for exclusive operation rights for recovery, processing and disposal of electrical and electronic waste to Chongqing Zhongtian Electronic Waste Management Co., Ltd.• Used copper slag processing facilities.

From left to right:



RENEWABLE ENERGY SEGMENTDesign, Build and Operate of Biomass Co-generation System at Gardens by the Bay (Marina South), SingaporeThe project awarded by National Parks Board will have the capacity to generate 0.9MW of electricity and 5.4MW of heat. The project implementation is well on schedule and within budget. The project is targeted for commercial operation by the end of 2011. The plant will be operated by the Group for a period of 15 years after commissioning and will run using horticultural and wood waste as biomass feedstock.

Sungei Kadut Biomass Co-generation Power PlantThis plant is our first biomass co-generation project that uses horticultural and wood waste as biomass feedstock. It 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 power 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 ProjectThe Group’s subsidiary Wuhan ecoWise Energy Co., Ltd had acquired a 25MW coal fired co-generation power plant in Wuhan, China to convert it into a 25MW biomass co-generation power plant.

The recent upward revision of the feed-in tariffs related to biomass energy projects in China will have a positive effect on the conversion project. The project has experienced slowdown as the main local JV partner Wuhan Jiabao Sugar Co., Ltd is in the midst of possible restructuring with equity participation by a State-Owned Enterprise. Project preparation is still underway and the Group has implemented loss reduction actions such as stopping the coal fired co-generation operations of the plant. After the ownership of Wuhan Jiabao Sugar Co., Ltd is certain, the joint venture will proceed to secure project financing and the conversion shall be implemented in phases.

The DBO of Biomass Co-generation System at Gardens by the Bay (Marina South) awarded by NParks is targeted for commercial operations by end of 2011 and will be operated by the Group for a period of 15 years.


INTEGRATED ENVIRONMENTAL MANAGEMENT SOLUTIONS SEGMENTThe Group will also focus on expanding its capabilities to provide a more holistic scope when offering environmental solutions to our valued customers and welcome partnership opportunities in the energy and waste management business. The Group also plans to pursue research and development into ‘low carbon’ business and manufacturing process to produce environmental friendly products.

The Group has incorporated ecoWise Technologists and Engineers Pte Ltd (“eWTE”) to provide consultancy services in the field of environmental solutions. eWTE will also focus on the development of ‘low carbon’ and eco-friendly projects, technology incubation and new technology development.

BUILDING CAPABILITIES AND EXPANSION PLANThe Group has successfully recruited professionals with track records from the environmental and relevant fields to lead existing and new business units. With the strengthened management team, we are in a better position to pursue operational excellence through streamlining operations, improving efficiency and cost management of our existing operations. The Group will offer more value added services to further strengthen its relationship with the large customer base in Singapore and Malaysia.

The Group will provide more resources to increase the market share of its rubber compound manufacturing and tyre retreading business in Malaysia.

The Group aims to expand through developing renewable energy projects in Malaysia and resource recovery, total tyremanagement and renewable energy projects in China.

• Application of waste steam for drying of wet spent grain.• Engineering Model of Systems Layout for Biomass Co-generation System at NParks Gardens by the Bay (Marina South), Singapore.• Dismantling of equipment and unwanted structure for the conversion project in Wuhan, China.

From left to right:

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 Jan 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 20 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

30

DIRECTORSboard of

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

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 several listed companies.

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 respectively.

Mr. Ang is the Member of Parliament for Hong Kah GRC (Bukit Gombak), Chairman of Hong Kah Town Council, Vice Chairman of South West Community Development Council and the Chief Operating Officer of EM Services Pte Ltd. Mr Ang has more than 33 years experience in estate management and holds a Bachelor of Arts from Nanyang University.

Mr. Ang also serves as an Independent & Non-Executive Director in various public listed companies.

Mr. Ang Mong Seng

Independent DirectorMr. Ong was appointed as an Independent Director in March 2003 and is the proprietary owner 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 respectively.

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.

Mr. Ong Teck Ghee

Mr. Lee Thiam Seng

Chief Executive OfficerMr. 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 Kian Beng

Executive Director and Deputy CEOMr. Low is responsible for the overall management of the operation of the Group’s companies, corporate planning (including mergers and acquisition) and charting and implementing the business strategies of the Group. He has held CEO positions previously and has 20 years of senior management experience, covering various functions, in the environmental, tyre and rubber, petrochemicals, energy and engineering services industries that are relevant to the Group’s businesses.

Mr. Sunny Ong Keng Hua

Executive DirectorMr. Ong oversees daily running and operations of the Group. He is instrumental in propelling the growth of our Group in the waste management and environmental solutions industry.

With his experience in the copper slag recycling business of more than 30 years, he has strengthened our position as a leader in the copper slag recycling industry in Singapore.


TEAMmanagement

Mr. Aloysius Chan Buang Heng

Financial ControllerMr. Chan is responsible for the overall 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 Seok Phoy

Director, ecoWise International Pte. Ltd. Mr. Fong is responsible for international marketing and procurement of products and services that are synergetic to the Group of companies. He has many years of experience in marketing and trading business in rubber, chemicals and energy related products. His coverage includes the existing repurposed 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. Daniel Liao Hong Hai

General Manager,China RegionMr. Liao is responsible for the Group’s business development in the China region. He has more than 18 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 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 an executive member of Chongqing Overseas Chinese of Commerce.



MANAGEMENT TEAMSRIT

Headed by Mr. Low Kian Beng (Managing Director) and the Executive Committee, consisting of Mr. Loh Moi Sung (Exco Chairman), Mr. Low Kian Beng and Mr. Aloysius Chan (Director), together with Mr. Fong Seok Phoy (Commercial Head) and the Operation Management Team. The Operation Management Team members are as follows:

Loh Pit FongDirector (Finance & HR), Sunrich Integrated Group of CompaniesMs. Loh is responsible for the overall administration, accounting and financial management of Sunrich Integrated Sdn Bhd and its subsidiaries (Sunrich Integrated Group of Companies). Ms. Loh joined the Group since 2007 and was involved in the restructuring of Sunrich Integrated Sdn Bhd and the acquisition of Sunrich Integrated Group of Companies.

Chin Hon MengGeneral Manager (Manufacturing), Sunrich Integrated Group of CompaniesMr. Chin is the General Manager, Manufacturing of Sun Rubber Industry Sdn Bhd, Saiko Rubber (M) Sdn Bhd and Sun Tyre Industries Sdn Bhd. Mr. Chin joined Sun Rubber Industry Sdn Bhd as the General Manager of manufacturing in 2001 and is responsible for organising, planning and overseeing the manufacturing operations.

He is also responsible for the quality management system and heads the R&D department which is instrumental to the continuous improvement of products of Sunrich Integrated Group of Companies.

He holds a Master of Business Administration from Universiti Malaya, a Bachelor of Science majoring in Chemistry from Universiti Sains Malaysia and a Diploma in Rubber Technology from the Plastics and Rubber Institute of Malaysia.

Lau Chee BoonGeneral Manager (Sales & Marketing), Sunrich Integrated Group of CompaniesMr. Lau is the General Manager, Sales & Marketing of Sun Rubber Industry Sdn Bhd and Saiko Rubber (M) Sdn Bhd. His main responsibilities include organising and planning the sales strategies and annual sales budget as well as monitoring the overall sales and marketing performance.

Mr. Lau has been with Sunrich Integrated Group of Companies for more than 20 years. He holds a Master of Business Administration from the University of Hull, a Diploma in Personnel Management from the Malaysian Institute of Human Resources Management, and a Certificate in Materials Technology from the Tunku Abdul Rahman College.

• Technical rubber compounding operations.• Sheogography inspection in the tyre retreading process.• Specialty rubber compounding operations.

From left to right:

Corporate Social Responsibility (CSR) StatementecoWise Holdings Limited, its subsidiaries and associate companies (the “Group”) views 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 perform with high standards of good governance and ethics; provide products and services that meet the rising expectation 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 • Ensure sound corporate governance and compliance policies and practices and increase transparency in reporting of those activities;• Maintain policies and ensure that all employees perform with high standards of integrity and trust;• Develop and enhance products and services that provide socially and environmentally responsible options for our stakeholders;• Implement and/or expand environmentally sustainable management and business practices; and• Build relationships with stakeholders whose CSR goals and activities are aligned with our expectations.


SOCIAL RESPONSIBILITYcorporate

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.

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 BANKERSAmBank (M) Berhad DBS Bank LtdMalayan Banking Berhad Overseas-Chinese Banking Corporation LimitedThe Hongkong and Shanghai Banking CorporationUnited Overseas Bank Limited

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

INFORMATIONcorporate

36


GOVERNANCEcorporate

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:• Board Matters• Remuneration Matters• Accountability and Audit• Communication with Shareholders

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:• Reviewing and approving corporate strategies, annual budgets and financial plans and monitoring the organisational performance towards them;• Reviewing the adequacy and integrity of the Group’s internal controls, risk management system, and financial reporting systems;• Ensuring the Group’s compliance with law, regulations, policies, directives, guideline and internal code of conduct;• Approving the nominations to the Board of Directors by Nominating Committee, and endorsing the appointment of the management team and / or external and internal auditors;• Approving the policies and guidelines for Board and Management remuneration packages;• Ensuring accurate, adequate and timely reporting to, and communication with shareholders; and• Assuming the responsibility for the satisfactory fulfillment of social responsibilities of the Group.

The Board has delegated specific responsibilities to 3 committees namely, the Audit Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”) to assist in the execution of its responsibilities. Each committee has 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. Important matters concerning the Group are put before the Board for their decisions and approvals. Ad-hoc meeting will be held when circumstances required.

GOVERNANCEcorporate

38

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 Committees

Board Audit Nominating Remuneration

No. of meetings held 4 4 2 3

Board Members No. of Meetings Attended

Lee Thiam Seng 4 N.A. 2 N.A.

Low Kian Beng(appointed on 01.01.2011)

N.A. N.A. N.A. N.A.

Sunny Ong Keng Hua 4 N.A. N.A. N.A.

Ng Cher Yan 4 4 N.A. 3

Ang Mong Seng 4 4 2 3

Ong Teck Ghee 4 3 2 3

Newly appointed Directors will be given briefings and orientations by the Management on the business activities and governance practices of the Group.

The approval of the Board is required for material transactions such as mergers and acquisitions, major investments, divestments and disposals, and the release of the financial result 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, the Board comprises three Executive Directors and three Independent Directors:

Name of Directors

Board of Directors

Date of Appointment

Audit Committee

Nominating Committee

Remuneration Committee

Lee Thiam Seng Executive Director (Chairman)

12 November 2002 Member

Low Kian Beng Executive Director 1 January 2011

Sunny Ong Keng Hua Executive Director 12 November 2002

Ng Cher Yan Independent Director 19 November 2004 Chairman Member

Ang Mong Seng Independent Director 16 February 2004 Member Member Chairman

Ong Teck Ghee Independent Director 3 March 2003 Member Chairman Member


The Board comprises of high caliber individuals who are suitably qualified with the necessary mix of expertise, experience and knowledge.

The Board’s composition, size, and balance and independence of each Non-Executive Director are reviewed annually by the NC.

The Directors consider the Board’s present size and composition appropriate, taking into account the nature and scope of the Group’s operations, the wide spectrum of skills and knowledge of the Directors.

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

Mr Lee Thiam Seng (“Mr Lee”) is currently the Chairman of the Board and the CEO of the Company. The Board is of the view that, given the scope and nature of the operations of the Group and the strong element of independence of the Board, it is not necessary to separate the functions of the Chairman and CEO.

As Chairman, Mr Lee is responsible for ensuring that Board meetings are held when necessary, scheduling and preparing agendas and exercising controls over the information flow between the Board and Management.

As CEO, Mr Lee is responsible for our business strategy and direction, the implementation of Group’s corporate plans, policies and executive decision-makings.

In addition, as recommended by the Code, the Board has appointed Independent Non-Executive Director, Mr Ng Cher Yan, as our Lead Independent Director. Employees of the Company with serious concerns that could have a large impact on the Group, which contact through the normal channels have failed to resolve or for which such contact is inappropriate shall be able to contact Mr Ng Cher Yan or the Audit Committee Members of the Group.

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

The NC comprises of 3 Directors, majority of whom, are Independent Directors. The NC shall meet at least once a year.

The Board, through the delegation of its authorities to the NC, has used its best efforts to ensure that Directors appointed to the Board possesses the particular skill, experience and knowledge, business, finance and management skills necessary to the Group’s businesses and each Director, through his contributions, brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

The NC also has at its disposal, search companies, personal contacts and recommendations in its search and nomination process for the right candidates for appointment of new Directors.

The NC is responsible for:• Re-nomination of our Directors having regard to the Director’s contribution and performance;• Determining on an annual basis whether or not a Director is independent;

40

• Deciding whether a Director, who has multiple board representation, is able to and has adequately carried out his duties as Director; and• Making recommendations to the Board on all Board appointments and reappointments including making recommendations on the composition of the Board and the balance between Executive and Non-Executive Directors appointed to the board.

All Directors shall submit themselves for re-nomination and re-election at regular intervals and at least every 3 years.

Principle 5: Board PerformanceThere should be a formal assessment of the effectiveness of the Board as a whole and the contributions by each Director towards Board’s effectiveness.

The NC is also responsible for deciding how the Board’s performance may be evaluated and proposed objective performance criteria for the Board’s approval and implementing corporate governance measures to achieve good stewardship of the Group.

In assessing the performance of the Directors, the NC evaluates each Director based on the following review parameters, which among others, include:• Attendance at board/committee meetings;• Participation at meetings;• Involvement in management;• Availability for consultation and advice, when required;• Independence of the directors; and• Appropriate skill, experience and expertise.

The above selected criteria will only be changed if it is deemed necessary and is justified and approved by the Board.

In addition to the above, the NC also evaluates the performance and effectiveness of the Board as a whole taking into account of the Board balance and mix.

As an integral element of the process of appointing new Directors, the NC may act on the performance evaluation result and where appropriate, proposes new members to be appointed to the Board or seeks resignation of Directors.

The Directors also participate in seminars and discussions to keep themselves updated on the latest changes and developments concerning the Group and keep abreast of the latest regulatory changes.

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 senior executives and other employees to seek additional information if required.

GOVERNANCEcorporate


Detailed board papers and agenda are send out to the Directors before meetings so that all the members may better understand the issue beforehand, allowing for more time at such meeting for questions that the members may have.

Should Directors, whether as a group or individually, require professional advice, the Group, upon direction by the Board, 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.

The Company Secretary attends all Board meetings and is responsible to the Board for advising on the implementation of the Group’s compliance requirements pursuant to the relevant statutes and regulations. All Directors have separate and independent access to advice and services of the Company Secretary. The appointment and removal of the Company Secretary is subject to approval of the Board.

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.

The Group has established a RC for determining the remuneration of Directors and key executives of the Group. The RC comprises 3 Non-Executive Independent Directors.

The responsibilities of the RC are:• Recommend to the Board all matters relating to remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, Performance Shares and benefits-in-kind, of the Directors and key executives;• Review and recommend to the Board the terms of the service agreements of the Directors;• Determine the appropriateness of the remuneration of the Directors;• Consider the disclosure requirements for Directors’ and key executives’ remuneration as required by the SGX-ST; and• Administer the ecoWise Performance Share Plan (“PSP”).

The Executive Directors’ remuneration packages are based on service contracts. These include a profit sharing scheme that is performance related to align their interest with those of the shareholders. Independent Directors are paid yearly Directors’ fees of an agreed amount and these fees are subject to shareholders’ approval at Annual General Meeting (“AGM”).

The RC is given the right to seek professional advice internally and externally pertaining to remuneration of all Directors.

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 the corporate and individual.

The remuneration policy of the Group is to provide compensation packages at market rates, which reward successful performance and attract, retain and motivate managers and Directors.

42

The Group’s remuneration policy comprises of fixed component and variable component; fixed component is in the form of fixed monthly salary whereas variable component is linked to the performance of the Group and individual.

In setting remuneration package, the RC ensures the Directors are adequately but not excessively remunerated as compared to 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.

Details of the Directors’ remuneration for FY 2010 are set out below:

Directors’Fees

%

Base/FixedSalary

%

Variable or Performance

Related Income/

Bonus%

Benefits in kind

%

ecoWise PSP

%Total

%

Executive Directors

$250,000 to $499,999Lee Thiam Seng – 96.7 – 3.3 – 100.0

Below $250,000Sunny Ong Keng HuaTeoh Teik Kee(retired on 26 February 2010)

––

100.0100.0

––

––

––

100.0100.0

Independent Directors

Below $250,000Ng Cher Yan Ang Mong SengOng Teck Ghee

100.0100.0100.0

–––

–––

–––

–––

100.0100.0100.0

The remuneration of the top 5 key executives (who are not directors) is not disclosed in this report. The Board believes that disclosure 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 $95,000 for the Independent Directors, which will be tabled by the Board at the forthcoming AGM for the shareholders’ approval.

The Board is of the opinion that details of remuneration for individual Directors and key executives are confidential, and disclosure of such information would not be in the interest of the Group.

GOVERNANCEcorporate


There is no employee who is related to a Director whose remuneration exceeded $150,000 in the Group’s employment for the financial year ended 31 October 2010.

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.

5,382,000 (2009: none) shares have been vested by the Company on 19 March 2010 under the ecoWise Performance Share Plan.

During the financial year ended 31 October 2010, there is no performance shares granted under the ecoWise Performance Share Plan.

Participant

Performance Shares

granted during financial year

2010

Balance as at

1.11.2009*

Shares lapsed / cancelled

during financial year

Performance Shares

vested during financial year

Balance as at

31.10.2010

DirectorsLee Thiam SengTeoh Teik Kee(retired on 26 February 2010) Sunny Ong Keng HuaNg Cher YanAng Mong SengOng Teck Ghee

––

––––

2,193,750 2,193,750

2,193,750 146,250 117,000 117,000

–(1,096,850)

––––

(1,096,900)(1,096,900)

(1,096,900) (73,100) (58,500) (58,500)

1,096,850–

1,096,850 73,150 58,500 58,500

– 6,961,500 (1,096,850) (3,480,800) 2,383,850

Other Staff – 3,802,500 – (1,901,200) 1,901,300

– 10,764,000 – (5,382,000) 4,285,150*The balance of performance shares as at 1 November 2009 was after adjustments for rights issues.

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

The Board is accountable to the shareholders while the Management is accountable to the Board.

The Management will provide the Board with detailed management accounts of the Group’s performance, position and prospects on a quarterly basis.

The Management also presents to the Board the half yearly and full year accounts and the Audit Committee reports to the Board on the results for review and approval. The Board approves the results after review and authorises the release of the results to the SGX-ST and the public via SGXNET.

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

The AC consists of 3 Directors, including the Chairman, all of whom are Independent Directors. The committee has specific terms of reference and has met 4 times since the date of the last annual report and up to the date of this statement.

The AC assists the Board to maintain a high standard of corporate governance, particularly by providing an independent review of the effectiveness of the financial reporting, management of financial and control risks, and monitoring of the internal control systems.

In performing its functions, the AC:• Reviews the audit plans of the external auditors and ensures the adequacy of the Group’s system of accounting controls and the co-operation given by the management to the external auditors;• Reviews the financial statements of the Group before their submission to the Board, and before their announcement;• Reviews legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programs and any reports received from regulators;• Reviews the cost effectiveness and the independence and objectivity of the external auditors;• Reviews the nature and extent of non-audit services provided by the external auditors;• Reviews the assistance given by the Group’s officer to the auditors;• Nominates external auditors for re-appointment;• Reviews the Group’s compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, and by such amendments made thereto from time to time; • Reviews interested person transactions in accordance with the requirements of the Listing Rules of the SGX-ST; and• Reviews the adequacy of the Group’s internal controls.

The Board is of the view that the members of the AC are appropriately qualified to discharge their responsibilities and they have the requisite accounting or related financial management expertise or experience, as the Board exercises in its business judgment.

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

For the year ended 31 October 2010, the AC has reviewed all non-audit services provided by the external auditors and confirmed that these non-audit services would not affect the independence and objectivity of the external auditors. The AC recommends to the Board the reappointment of Messrs RSM Chio Lim as the external auditors of the Group at the forthcoming AGM.

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 blowing in good faith. Cases that are significant are reviewed by the AC for adequacy and independence of investigation actions and resolutions. Contact details of the AC have been made available to all employees.

GOVERNANCEcorporate


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.

The Board acknowledges that it is responsible for maintaining a sound system of internal control framework, but recognizes that 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’s internal controls. Any non-compliance and recommendation for improvement were reported to the AC.

Based on external and internal auditors’ report and various controls implemented by the management, the AC is 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, the Chairman of the AC enquires and relies on reports from the Management, internal and external auditors on any material non-compliance and internal control weaknesses. The AC oversees and monitors the implementation of any improvements thereto. The AC has reviewed with the internal and external auditors their findings of the existence and adequacy of material accounting controls procedures as part of its audit for the financial year under review. The AC is of the view that the works carried out by the external auditors are adequate.

The Group has recently established an internal audit function which is independent of the activities it audits. An independent audit firm has been appointed and will perform the internal audit function and reports directly to the AC which assists the Board in monitoring and managing risks and internal controls of the Group.

COMMUNICATION WITH SHAREHOLDERSPrinciple 14: Regular, effective and fair communication with shareholdersPrinciple 15: Shareholders’ participation at AGMThe Group believes that prompt disclosure of pertinent information and high standard of disclosure are the keys to raise the level of corporate governance. The Board believes in regular and timely communication with our shareholders. In line with continuous disclosure obligations of the Group pursuant to the Corporate Disclosure Policy of the SGX-ST, the Group’s policy is that all shareholders should be equally and timely informed of all major developments that impact the Group.

Information is communicated to our shareholders on a timely basis and made through:• Annual reports. The Board makes every effort to ensure that the annual report includes all relevant information about the Group, including future developments, disclosures required by the Companies Act, and Financial Reporting Standards;• SGXNET and news releases;

46

• Press releases on major developments of the Group;• Disclosures to the SGX-ST; and• The Group’s website at www.ecowise.com.sg on which shareholders can access information relating to the Group.

The AGM is the principal forum for dialogue with our shareholders. Our Group encourages our shareholders to attend the AGM to ensure a high level of accountability and to be kept informed of the Group’s strategies and goals.

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

The Board welcomes questions and views of shareholders on matters affecting the Group raised either informally or formally before or at the AGM.

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-sensitive information, and during the period commencing two weeks before the announcement of quarterly results and one month before the announcement of full year results, and ending on the date of the announcement. Directors are required to report securities dealings to the company secretary who will assist to make the necessary announcements.

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

RISK MANAGEMENTAs the Group does not have a risk management committee, the Board, AC and Management assume the responsibility of the risk management function. Management reviews regularly the Group’s business and operational activities to identify areas of significant risks as well as appropriate measures to control and mitigate these risks. Management reviews all significant policies and procedures and highlights all significant matters to the Board and the AC.

INTERESTED PARTY TRANSACTIONSThe Group has established procedures to ensure that all transactions with interested persons are reported on a timely manner to the AC and the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Group and its minority shareholders.

GOVERNANCEcorporate


ContentsDirectors’ ReportStatement by DirectorsIndependent Auditors’ ReportConsolidated Statement of Comprehensive IncomeStatements of Financial Position

Statements of Changes in Equity Consolidated Statement of Cash FlowsNotes to the Financial StatementsShareholdings StatisticsNotice of Annual General MeetingProxy Form

STATEMENTSfinancial

48

54

55

57

58

60

62

64

126

128

131

48

REpoRTdirectors’

The directors of the company are pleased to present their report together with the audited financial statements of the company and of the group for the financial year ended 31 October 2010.

1. Directors at Date of reportThe directors of the company in office at the date of this report are:

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 financial year nor at any time during the financial 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 or debentures in the company or any other body corporate except for the options rights mentioned below.

3. Directors’ interests in shares anD DebenturesThe directors of the company holding office at the end of the financial year had no interests in the share capital and options of the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under section 164 of the Companies Act, Cap. 50, except as follows:

Direct interest Deemed interestname of directors and companies in which interests are held

at beginningof the year

at endof the year

at beginningof the year

at endof the year

the companyecoWise holdings limited

number of shares of no par value

number of shares of no par value

Lee Thiam Seng 30,767,200 31,864,100 293,229,375 293,229,375Sunny Ong Keng Hua 13,648,375 14,745,275 293,229,375 293,229,375Ng Cher Yan 1,020,250 1,093,350 – – Ang Mong Seng 679,950 738,450 – – Ong Teck Ghee 754,950 813,450 – –

Additionally, certain directors have interests under the Performance Share Plan (Refer to Paragraph 5 below).

The directors’ interests as at 21 November 2010 were the same as those at the end of the financial year.


REpoRTdirectors’

4. contractual benefits of DirectorsSince the beginning of the financial year, no director of the company has received or become entitled to receive a benefit which is required to be disclosed under section 201(8) of the Companies Act, Cap. 50, 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 except as disclosed in the financial statements.

5. options to take up unissueD sharesECOWISE PERFORMANCE SHARE PLAN (“THE SHARE PLAN”)

The ecoWise Performance Share Plan was approved by the members of the company at an extraordinary general meeting held on 23 March 2007 which provides for the grant of fully paid-up ordinary shares in the capital of the company, their equivalent cash value or combinations thereof, to selected employees of the company and/or its subsidiaries, including the directors of the company, and other selected participants. Under the Share Plan, the maximum number of shares to be issued to eligible employees shall not exceed 15% of the issued shares of the company on the date preceding the grant of the award.

The Share Plan is administered by the Remuneration Committee. Awards are released once the Remuneration Committee is satisfied that the prescribed performance target(s) have been achieved and the vesting period (if any) has expired. There may be vesting periods beyond the performance achievement periods, imposed by the Remuneration Committee.

The lapsing of the award is provided for upon the occurrence of certain events which includes:

(a) the misconduct of a participant;(b) the termination of the employment of a participant;(c) the bankruptcy of a participant;(d) the retirement, ill health, injury, disability or death of a participant; and (e) a take-over, amalgamation, winding-up or reconstruction 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 provided always that the Share Plan may continue beyond the above stipulated period with the approval of Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required.

The company may deliver shares pursuant to awards granted under the Share Plan by way of:

1. Issuance of new shares and; or2. Delivery of existing shares purchased from the market or shares held in treasury and; or 3. Cash in lieu of shares, based on the aggregate market value of such shares.

50

REpoRTdirectors’

5. options to take up unissueD shares (continueD)ECOWISE PERFORMANCE SHARE PLAN (“THE SHARE PLAN”) (Continued)

From the commencement of the Share Plan, 13,810,000 shares (before adjustments for rights cum warrants issues and/or rights issues) have been granted as of the date of the financial statements and approved for issue by the Board of Directors.

2010:

category

number of performance

shares outstanding

as at 1.11.2009(1)

performance shares

granted

performance shares vested

performance shares

cancelled/ lapsed


shares outstanding

as at 31.10.2010

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) – 58,500Subtotal 6,961,500 – (3,480,800) (1,096,850) 2,383,850 Employees 3,802,500 – (1,901,200) – 1,901,300Total 10,764,000 – (5,382,000) (1,096,850) 4,285,150

(1) The number of performance shares outstanding as at 1 November 2009 was adjusted by applying a ratio of 1.4625 (in accordance with the Deed Poll dated 12 October 2007) following the corporate exercise of Rights Issue dated 20 October 2008.

(2) Teoh Teik Kee retired as the company’s Executive Director on 26 February 2010.


REpoRTdirectors’

5. options to take up unissueD shares (continueD)ECOWISE PERFORMANCE SHARE PLAN (“THE SHARE PLAN”) (Continued)

2009:

category


shares outstanding

as at 1.11.2008

performance shares

granted


performance shares

cancelled/ lapsed


shares outstanding

as at 31.10.2009

Executive Directors Lee Thiam Seng 1,500,000 – – – 1,500,000Teoh Teik Kee 1,500,000 – – – 1,500,000Sunny Ong Keng Hua 1,500,000 – – – 1,500,000 Non-Executive Independent Directors Ng Cher Yan 100,000 – – – 100,000Ang Mong Seng 80,000 – – – 80,000Ong Teck Ghee 80,000 – – – 80,000Subtotal 4,760,000 – – – 4,760,000 Employees 3,600,000 – – (1,000,000) 2,600,000Total 8,360,000 – – (1,000,000) 7,360,000

number of participants category 2010 2009

Directors 5 6Employees 8 8 13 14

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

52

REpoRTdirectors’

5. options to take up unissueD shares (continueD)WARRANTS OF S$0.035 EACH

On 22 November 2007, the company issued 83,325,000 warrants to its entitled shareholders on a 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 in the capital 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 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 was 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.

category

number of warrants

outstanding as at

1.11.2009

Warrants exercised

number of warrants

outstanding as at

31.10.2010

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

Others 4,983,694 (1,660,164) 3,323,530Total 4,983,694 (1,660,164) 3,323,530

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

6. options exerciseDDuring the financial year, there were no shares of the company or any corporation in the group issued by virtue of the exercise of an option to take up unissued shares, except as disclosed in Paragraph 5 above.

7. unissueD shares unDer optionAt the end of the financial year, there were no unissued shares of the company or any corporation in the group, under option, except as disclosed in Paragraph 5 above.


REpoRTdirectors’

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

9. auDit committeeThe members of the audit committee during the 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 Companies Act, Cap. 50, and the SGX Listing Manual of the SGX-ST. Among others, it performed the following functions:

• Reviewed with the independent external auditors their audit plan;• Reviewed with the independent auditors their evaluation of the company’s internal accounting control, and their

report on the financial statements and the assistance given by the company’s officers to them;• Reviewed with the internal auditors the scope and results of the internal audit procedures;• Reviewed the financial statements of the group and the company prior to their submission to the directors of

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

Other functions performed by the audit committee are described in the report on corporate governance included in the annual report of the company. It also includes an explanation of how auditors’ objectivity and independence is safeguarded where the independent auditors provide non-audit services.

The audit committee has recommended to the board of directors that the independent auditors, RSM Chio Lim LLP, be nominated for re-appointment as independent auditors at the next annual general meeting of the company.

10. subsequent DevelopmentsThere are no significant developments subsequent to the release of the group’s and the company’s preliminary financial statements as announced on 30 December 2010, 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

sunny ong keng huaDirector

15 January 2011

54

DiREcToRSstatement by

In the opinion of the directors,

(a) the accompanying consolidated statement of comprehensive income, statements of financial position, statements of changes in equity, consolidated statement of cash flows, and notes set out on pages 57 to 125 are drawn up so as to give a true and fair view of the state of affairs of the company and of the group as at 31 October 2010 and of the results and cash flows of the group and changes in equity of the company and of the group for the financial year then ended; and

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

The board of directors approved and authorised these financial statements for issue on 15 January 2011.

On Behalf of the Board of Directors

lee thiam sengDirector

sunny ong keng huaDirector

15 January 2011


AuDiToRS’ REpoRTto the Members of EcoWiSE HoLDiNGS LiMiTED

independent

We have audited the accompanying financial statements of ecoWise Holdings Limited and its subsidiaries (the group), which comprise the statements of financial position of the group and the company as at 31 October 2010, and the 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 year then ended, and a summary of significant accounting policies and other explanatory notes as set out on pages 57 to 125.

management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (“the Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) 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 positions and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

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

independent 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 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 and fair presentation of the financial statements 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.

56

AuDiToRS’ REpoRTto the Members of EcoWiSE HoLDiNGS LiMiTED

independent

opinion

In our opinion,

(a) 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 2010 and the results, changes in equity and cash flows of the group and the changes in equity of the company for the year ended on that date; and

(b) 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 independent auditors have been properly kept in accordance with the provisions of the Act.

rsm chio lim llp Public Accountants andCertified Public AccountantsSingapore

15 January 2011

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


coMpREHENSivE iNcoMEYear Ended 31 october 2010

consolidated statement of

group notes 2010

$’0002009 $’000

revenue 5 37,585 31,235 Cost of Sales (30,681) (25,665) gross profit 6,904 5,570

other items of income Interest Income 6 4 12 Dividend Income 8 2 – Other Credits 7 1,381 1,042

other items of expense Marketing and Distribution Expenses (717) (213) Administrative Expenses (7,188) (5,491) Finance Costs 9 (488) (154) Other Charges 7 (1,263) (989) Share of Results from Associate Net of Tax (114) 183 loss before income tax (1,479) (40)Income Tax Expense 12 (499) (549) loss for the year (1,978) (589)

other comprehensive loss: Exchange Differences on Translating Foreign Operations, Net of Tax (447) (423) other comprehensive loss for the year (447) (423) total comprehensive loss (2,425) (1,012) (Loss)/Profit Attributable to: Owners of the Parent (1,348) 79 Non-controlling Interest (630) (668) Total (1,978) (589) Total Comprehensive Loss Attributable to: Owners of the Parent (1,210) (344) Non-controlling Interest (1,215) (668) Total (2,425) (1,012)

cents cents

earnings per share Earnings per Share Currency Unit Basic 13 (0.16) 0.01

Diluted 13 (0.16) 0.01

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

58

FiNANciAL poSiTioN As at 31 october 2010

statements of

group company notes 2010

$’0002009 $’000

2010 $’000

2009 $’000

assets non-current assets Property, Plant and Equipment 14 33, 1 1 1 14,089 566 425 Intangible Assets 15 7,609 1,163 – – Investments in Subsidiaries 16 – – 23,296 4,907 Investments in Associate 17 1,639 1,753 – – Other Financial Assets 18 634 – – – Deferred Tax Assets 12 – 42 – – Trade and Other Receivables 21 600 – – – total non-current assets 43,593 17,047 23,862 5,332 current assets Assets Classified as Held for Sale 19 – 49 – – Inventories 20 9,807 1,363 – – Trade and Other Receivables 21 21,448 6,405 24,765 17,916 Derivative Financial Instruments 30 82 – – – Other Assets 22 1,139 286 72 77 Cash and Cash Equivalents 23 14,956 26,629 2,114 16,594 total current assets 47,432 34,732 26,951 34,587

total assets 91,025 51,779 50,813 39,919



FiNANciAL poSiTioN As at 31 october 2010

statements of

group company notes 2010

$’0002009 $’000

2010 $’000

2009 $’000

equity anD liabilities equity Share Capital 24 41,640 29,927 41,640 29,927 Retained Earnings 3,455 4,803 2,600 2,320 Other Reserves 25 297 312 577 735 equity, attributable to owners of the parent 45,392 35,042 44,817 32,982Non-Controlling Interest 12,827 4,739 – – total equity 58,219 39,781 44,817 32,982

non-current liabilities Loans and Borrowings 26 3,912 4,396 2,496 3,985 Deferred Income 29 84 – – – Provision 27 592 – – – Deferred Tax Liabilities 12 2,267 387 20 20 total non-current liabilities 6,855 4,783 2,516 4,005

current liabilities Trade and Other Payables 28 13,209 5,057 1,561 1,512 Derivative Financial Instruments 30 5 – – – Loans and Borrowings 26 12,570 1,641 1,706 1,178 Provisions 27 – 100 – – Income Tax Payable 167 417 213 242 total current liabilities 25,951 7,215 3,480 2,932

total liabilities 32,806 11,998 5,996 6,937

total equity and liabilities 91,025 51,779 50,813 39,919


60

cHANGES iN EquiTY Year Ended 31 october 2010

statements of

total

equity

parent

sub-total

share

capital

retained earnings

other

reserves

non-controlling

interest$’000 $’000 $’000 $’000 $’000 $’000

group:

current year: Opening Balance at 1 November 2009 39,781 35,042 29,927 4,803 312 4,739

movements in equity: Total Comprehensive Income (Loss) for the Year (2,425) (1,210) – (1,348) 138 (1,215)Issue of Ordinary Share (Note 24) 10,978 10,978 10,978 – – – Issue of Performance Shares (Note 25) – – 735 – (735) – Equity-Settled Share-Based Compensation (Note 25) 577 577 – – 577 – Capital Reserve 5 5 – – 5 – Acquisition of Non-Controlling Interest 9,140 – – – – 9,140Disposal of Equity Interest in Subsidiary 163 – – – – 163closing balance at 31 october 2010 58,219 45,392 41,640 3,455 297 12,827

previous year: Opening Balance at 1 November 2008 24,103 23,340 17,735 4,724 881 763

movements in equity: Total Comprehensive Income (Loss) for the Year (1,012) (344) – 79 (423) (668)Issue of Ordinary Share (Note 24) 11,479 11,479 11,479 – – – Issue of Performance Shares (Note 25) – – 713 – (713) – Equity-Settled Share-Based Compensation (Note 25) 567 567 – – 567 – Acquisition of Non-Controlling Interest 4,644 – – – – 4,644closing balance at 31 october 2009 39,781 35,042 29,927 4,803 312 4,739



cHANGES iN EquiTY Year Ended 31 october 2010

statements of

total equity

share capital

retained earnings

other reserves

$’000 $’000 $’000 $’000 company:

current year: Opening Balance at 1 November 2009 32,982 29,927 2,320 735

movements in equity: Total Comprehensive Income for the Year 280 – 280 – Issue of Ordinary Share (Note 24) 10,978 10,978 – – Issue of Performance Shares (Note 25) – 735 – (735)Equity-Settled Share-Based Compensation (Note 25) 577 – – 577closing balance at 31 october 2010 44,817 41,640 2,600 577

previous year: Opening Balance at 1 November 2008 18,911 17,735 295 881

movements in equity: Total Comprehensive Income for the Year 2,025 – 2,025 – Issue of Ordinary Share (Note 24) 11,479 11,479 – – Issue of Performance Shares (Note 25) – 713 – (713)Equity-Settled Share-Based Compensation (Note 25) 567 – – 567closing balance at 31 october 2009 32,982 29,927 2,320 735


62

STATEMENT oF cASH FLoWSYear Ended 31 october 2010

consolidated


group 2010

$’0002009 $’000

cash flows from operating activities Loss Before Tax (1,479) (40)Depreciation of Property, Plant and Equipment 2,372 1,973 Amortisation of Land Use Rights 23 19 Interest Income (4) (12) Finance Costs 488 145 Impairment of Plant and Equipment - (reversal)/loss (392) 94 Impairment Loss on Goodwill – 198 (Gain)/Loss on Disposal of Plant and Equipment 468 (47) Gain on Disposal of Equity Interest in Subsidiary (42) – Increase in Provision for Retirement Benefit Obligations 14 – Fair Value Gains on Derivative Financial Instruments (77) – Equity-Settled Share-Based Payment Transactions 577 567 Share of Results from Associate 114 (183) (Decrease)/Increase in Provision for Dismantling (100) 31 Operating Cash Flows before Changes in Working Capital 1,962 2,745Inventories (348) (560) Trade and Other Receivables (744) 2,238 Other Assets (853) (79) Trade and Other Payables 1,026 (1,412) Retirement Benefits Paid (5) – Net Cash Flows From Operations Before Interest And Tax 1,038 2,932Income Tax Paid (683) (609) Net Cash Flows From Operating Activities 355 2,323

cash flows from investing activities Proceeds from Disposal of Property, Plant and Equipment 551 105 Assets Classified as Held for Sale 49 891 Purchase of Property, Plant and Equipment (Note 14) (4,658) (9,195) Proceeds from Government Grant to Purchase of Plant and Equipment 84 – Payments for Land Use Rights (Note 15) – (1,181) Acquisition of Subsidiary (Net of Cash Disposed) (Note 16A) (8,164) – Increase in Other Financial Assets (222) – Interest Received 4 12 Net Cash Flows Used In Investing Activities (12,356) (9,368)


STATEMENT oF cASH FLoWSYear Ended 31 october 2010

consolidated


group 2010

$’0002009 $’000

cash flows from financing activities Proceeds from Issue of Share Capital (Note 24) 58 11,479 Increase in Loans and Borrowings 197 5,000 Finance Lease Repayments (723) (520) Interest Paid (488) (145) (Increase)/Decrease in Cash Restricted in Use Over 3 Months (20) 30 Increase in Non-Controlling Interest – New Subsidiary – 4,644 Repayments of Loans and Borrowings (1,147) – Net Cash Flows (Used in)/From Financing Activities (2,123) 20,488

net (Decrease)/increase in cash and cash equivalents (14,124) 13,443Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance 26,619 13,176 cash and cash equivalents, statement of cash flows, ending balance (note 23a) 12,495 26,619

64

FiNANciAL STATEMENTS31 october 2010

notes to the

1. generalThe company is incorporated in Singapore with limited liability. The financial statements are presented in Singapore dollars and they cover the parent and the group’s subsidiaries.

The financial statements were approved and authorised for issue by the board of directors on 15 January 2011.

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 the notes to the financial statements below.

The address of the company’s registered office is 17 Kallang Junction, #04-03, Singapore 339274. The company is domiciled in Singapore.

2. summary of significant accounting policiesaccounting 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 Companies Act, Cap. 50. The financial statements are prepared on a going concern basis under the historical cost convention except where an FRS requires an alternative treatment (such as fair value) as disclosed where appropriate in these financial statements.

basis of preparation of the financial statements

The preparation of financial statements in conformity with generally accepted accounting principles and FRS 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 entity’s accounting policies. The areas requiring management’s 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.

basis of presentation

The acquisition method of accounting is used for the consolidated financial statements that include the financial statements made up to the end of the reporting year of the company and all of its directly and indirectly controlled subsidiaries. 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 in full on consolidation. The results of the investees acquired or disposed off during the financial year are accounted for from the respective dates of acquisition or up to the dates of disposal which is the date on which effective control is obtained of the acquired business until that control ceases. On disposal, the attributable amount of goodwill, if any, is included in the determination of the gain or loss on disposal. The equity accounting method is used for consolidating the results of the associates in the group financial statements.

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



notes to the

2. summary of significant accounting policies (continueD)revenue recognition

The revenue amount is the fair value of the consideration received or receivable from the gross inflow of economic benefits during the year arising from the course of the activities of the entity and it is shown net of related sales taxes, estimated returns and rebates. Revenue from rendering of services that are of short duration is recognised when the services are completed. 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 the costs incurred or to be incurred in respect of the transaction can be measured reliably. Interest is recognised using the effective interest method. Dividend from equity instruments is recognised as income when the entity’s right to receive payment is established.

employee benefits

Contributions to defined contribution retirement benefit plans are recorded as an expense as they fall due. The entity’s legal or constructive obligation is limited to the amount that it agrees to contribute to an independently administered fund. 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 entity is contractually obliged or where there is constructive obligation based on past practice. Certain subsidiaries operate a defined benefit provident fund scheme in which employees are entitled to join upon fulfilling certain conditions. The fund is not held separately from those of the entity in an independently administered fund. The entity contributes an amount equal to a fixed percentage of the salary of each participating employee. Contributions are charged to profit or loss in the period to which they relate. share-based compensation

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 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 of the 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.

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2. summary of significant accounting policies (continueD)income tax

The income taxes are accounted using the asset and liability method that requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequence of events that have been recognised in the financial statements or tax returns. 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.

Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred income taxes are recognised as income or as an expense in profit or loss unless the tax relates to items that are recognised in the same or a different period outside profit or loss. For such items recognised outside profit or loss the current tax and deferred tax are recognised (a) in other comprehensive income if the tax is related to an item recognised in other comprehensive income and (b) directly in equity if the tax is related to an item recognised directly in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority. 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 that, based on available evidence, are not expected to be realised. A deferred tax amount is recognised for all temporary differences, unless the deferred tax amount arises from the initial recognition of an asset or liability in a transaction which (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 taxable temporary differences associated with investments in subsidiaries and associates except where the company is able to control the timing of the reversal of the taxable temporary difference and it is probable that the taxable temporary difference will not reverse in the foreseeable future or for deductible temporary differences, they will not reverse in the foreseeable future and they cannot be utilised against taxable profits.

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 rates ruling at the dates of the transactions. At each end of the reporting year, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies are translated at the rates ruling at the end of the reporting year and fair value dates respectively. All realised and unrealised exchange adjustment gains and losses are recognised in profit or loss except when recognised in other comprehensive income. The presentation currency is in the functional currency.

translation of financial statements of other entities

Each entity in the group determines the appropriate functional currency as it reflects the primary economic environment in which the entity operates. In translating the financial statements of an investee for incorporation in the consolidated financial statements in the presentation currency, the assets and liabilities denominated in other currencies are translated at the rates ruling at the end of the reporting year and the income and expense items are translated at average rates of exchange for the 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.


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2. summary of significant accounting policies (continueD)borrowing costs

All borrowing costs that are interest 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 takes 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 complete. Other borrowing costs are recognised as an expense in the period in which they are incurred. The interest expense is calculated using the effective interest method.

property, plant and equipment

Depreciation is provided on a straight-line basis to allocate the gross carrying amounts 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

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

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

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. 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 and is recognised in 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.

Cost also includes acquisition cost, 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 cost is recognised as an asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repairs and maintenance cost are charged to profit or loss when they are incurred.

Cost includes the initial estimate of the cost of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period. See Note 27 on provisions.


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2. summary of significant accounting policies (continueD)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 practicable 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 charges which are allocated to each period 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 periods in which they are incurred. The assets are depreciated as owned depreciable assets.

For operating leases, lease payments are recognised as an expense in 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 profit or loss as an integral part of the total lease expense. Rental income from operating leases is recognised in 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. Initial direct cost incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

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 entity 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 any accumulated impairment loss. An intangible asset with an indefinite life is not amortised. An intangible asset is regarded as having foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. 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. The rates of amortisation or useful lives are as follows:

Land use rights – Over remaining lease period of 50 yearsTrademarks – Over 25 years

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 separate from the entity or from other rights and obligations.


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2. summary of significant accounting policies (continueD)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 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. The net book values of the subsidiaries are not necessarily indicative of the amounts that would be realised in a current market exchange.

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 carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of net assets of the associate, less any impairment in value. The profit or loss reflects the group’s share of the results of operations of the associate. Profits and losses resulting from transactions between the group and an 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. Losses of associate in excess of the group’s interest in the relevant entity are not recognised except to the extent that the group has an obligation. 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 profit or loss for an 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. The net book value of the associate is not necessarily indicative of the amounts that would be realised in a current market exchange.


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70

2. summary of significant accounting policies (continueD)business combinations

A business combination is transaction or other event which requires that the assets acquired and liabilities assumed constitute a business. It is accounted for by applying the acquisition method of accounting. The cost of a business combination includes the fair values, at the date of exchange, of assets acquired, liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree. The acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received, except for any costs to issue debt or equity securities shall be recognised in accordance with FRS 32 – Financial Instruments: Presentation and FRS 39 – Recognition and Measurement. As of the acquisition date, the acquirer recognises, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest 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 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 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 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 foreign entity and are recorded at the exchange rates prevailing at the acquisition date and are subsequently translated at the rates ruling at the end of the reporting period.

Where the fair value is 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 interest

The non-controlling interest in the net assets and net results of consolidated subsidiaries are shown separately in the appropriate components of the consolidated financial statements. For each business combination, any non-controlling interest in the acquiree (subsidiary) is initially measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Where the non-controlling interest is measured at fair value, the valuation techniques and key model inputs used are disclosed in the relevant note. Losses applicable to the non-controlling interest in excess of the non-controlling interest’s interest in the subsidiary’s equity are not allocated against the interests of the owners of the parent.


notes to the


2. summary of significant accounting policies (continueD)goodwill

Goodwill is recognised as of the acquisition date measured as the excess of (a) over (b); (a) being the aggregate of: (i) the consideration transferred which generally requires acquisition-date fair value; (ii) the amount of any non-controlling interest in the acquiree measured in accordance with FRS 103 – Business Combinations (measured either at fair value or at the non-controlling interest’s 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 acquire; and (b) being the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with this FRS 103 – Business Combinations.

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 (and also an intangible asset with an indefinite useful life or an intangible asset not yet available for use) are tested for impairment, at least annually. Goodwill impairment 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 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 entity at which the goodwill is monitored for internal management purposes and is not larger than a segment.

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 and where an asset is impaired, it is written down through profit or loss to its estimated recoverable amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in profit or loss unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 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.


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2. summary of significant accounting policies (continueD)financial assets

Initial recognition and measurement and derecognition of financial assets:

A financial asset is recognised in the statement of financial position when, and only when, the entity becomes a party to the contractual provisions of the instrument. The initial recognition of financial assets is at fair value normally represented by the transaction price. The transaction price for financial asset not classified at fair value through profit or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial asset. Transaction costs incurred on the acquisition or issue of financial assets classified at fair value through profit or loss are recognised in profit or loss. The transactions are recorded at the trade date.

Irrespective of the legal form of the transactions performed, financial assets are derecognised when they pass the “substance over form” based derecognition test prescribed by FRS 39 relating to the transfer of risks and rewards of ownership and the transfer of control.

Subsequent measurement:

Subsequent measurements of financial assets are based on the classification of the financial assets in one of the following four categories under FRS 39, as follows:

1. Financial assets at fair value through profit or loss: Assets are classified in this category when they are principally for the purpose of selling or repurchasing in the near term (trading assets) or are derivatives (except for a derivative that is a designated and effective hedging instrument) or have been classified in this category because the conditions are met to use the “fair value option” and it is used. These assets are carried at fair value by reference to the transaction price or current bid prices in an active market. All changes in fair value relating to assets at fair value through profit or loss are recognised directly in profit or loss. They are classified as non-current assets unless management intends to dispose the asset within 12 months of the end of the reporting year.

2. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets that are for sale immediately or in the near term are not classified in this category. These assets are carried at amortised costs using the effective interest method (except that short-duration receivables with no stated interest rate are normally measured at original invoice amount unless the effect of imputing interest would be significant) minus any reduction (directly or through the use of an allowance account) for impairment or uncollectibility. Impairment charges are provided only when there is objective evidence that an impairment loss has been incurred as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The methodology ensures that an impairment loss is not recognised on the initial recognition of an asset. Losses expected as a result of future events, no matter how likely, are not recognised. For impairment, the carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. Typically the trade and other receivables are classified in this category.

3. Held-to-maturity financial assets: As at end of the reporting year, there were no financial assets classified in this category.


notes to the


2. summary of significant accounting policies (continueD)Subsequent measurement: (Continued)

4. Available-for-sale financial assets: These are non-derivative financial assets that are designated as available-for- sale on initial recognition or are not classified in one of the previous categories. These assets are carried at fair value by reference to the transaction price or current bid prices in an active market. If such market prices are not reliably determinable, management establishes the fair value by using valuation techniques. Changes in fair value of available-for-sale financial assets (other than those relating to foreign exchange translation differences on non-monetary investments) are recognised in other comprehensive income and accumulated in separate component of equity. Such reserves are recycled to profit or loss when realised through disposal. Impairments below cost are recognised in profit or loss. When there is objective evidence that the asset is impaired, the cumulative loss is reclassified from equity to profit or loss as a reclassification adjustment. If, in a subsequent period, the fair value of an equity instrument classified as available-for-sale increases and the increase can be objectively relate to an event occurring after the impairment loss, it is reversed against reserves and are not subsequently reversed through profit or loss. However, for debt instruments classified as available-for-sale, impairment losses recognised in profit or loss are subsequently reversed if an increase in fair value of the instrument can be objectively relate to an event occurring after the recognition of the impairment loss. The weighted average method is used when determining the cost basis of publicly listed equities being disposed off. For non-equity instruments classified as available-for-sale, the reversal of impairment is recognised in profit or loss. They are classified as non-current assets unless management intends to dispose the investment within 12 months of the end of the reporting year. Non-current investments in equity shares and debt securities are typically classified in this category but do not include subsidiaries and associates. Unquoted investments are stated at cost less allowance for impairment in value when there are no market prices and management is unable to establish fair value by using valuation techniques.

cash and cash equivalents

Cash and cash equivalents include bank and cash balances and on demand deposits. For the statement of cash flows the item includes cash and cash equivalents less cash subject to restriction and bank overdrafts payable on demand that form an integral part of cash management.

hedging

The group is exposed to currency and interest rate risks. The policy is to reduce currency and interest rate exposures through derivatives and other hedging instruments. From time to time, there may be borrowings and foreign exchange arrangements or interest rate swap contracts or similar instruments entered into as hedges against changes in interest rates, cash flows or the fair value of the financial assets and liabilities. These arrangements are not used for trading or speculative purposes. They are carried at fair value. The gain or loss from remeasuring these hedging or other arrangement instruments at fair value are recognised in profit or loss. The derivatives and other hedging instruments used are described below in the notes to the financial statements.


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2. summary of significant accounting policies (continueD)Derivatives

All derivatives are initially recognised at fair value and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes in fair value are recognized in profit or loss.

financial liabilities

Initial recognition and measurement and derecognition of financial liabilities:

A financial liability is recognised in the statement of financial position when, and only when, the entity becomes a party to the contractual provisions of the instrument. The initial recognition of financial liability is at fair value normally represented by the transaction price. The transaction price for financial liability not classified at fair value through profit or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial liability. Transaction costs incurred on the acquisition or issue of financial liability classified at fair value through profit are expensed immediately. The transactions are recorded at the trade date. Financial liabilities including trade and other payables and loans and borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Subsequent measurement:

Subsequent measurements based on the classification of the financial liabilities in one of the following two categories under FRS 39, as follows:

1. Liabilities at fair value through profit or loss: As at end of the reporting year, there were no financial liabilities classified in this category.

2. Other financial liabilities: All liabilities, which have not been classified as in the previous category fall into this residual category. These liabilities are carried at amortised cost using the effective interest method. Trade and other payables and loans and borrowings are usually classified in this category. Items classified within current trade and other payables are not usually re-measured, as the obligation is usually known with a high degree of certainty and settlement is short-term.

financial guarantees

A financial guarantee contract requires that the issuer makes specified payments to reimburse the holder for a loss when a specified debtor fails to make payment when due. Financial guarantee contracts are initially recognised at fair value and are subsequently measured at the greater of (a) the amount determined in accordance with FRS 37 – Provisions, Contingent Liabilities and Contingent Assets and (b) the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with FRS 18 – Revenue.


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2. summary of significant accounting policies (continueD)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 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. 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 reflect 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 (ie. as prices) or indirectly (ie. 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 that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

assets classified as held for sale

Identifiable assets, liabilities and contingent liabilities and disposal groups are classified as held for sale if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. It includes a subsidiary acquired exclusively with a view to resale. Assets that meet the criteria to be classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell and are presented separately on the face of the statement of financial position. Once an asset is classified as held for sale or included in a group of assets held for sale no further depreciation or amortisation is recorded. Impairment losses on initial classification of the balances as held for sale are included in profit or loss, even when there is a revaluation. The same applies to gains and losses on subsequent remeasurement.

inventories

Inventories are measured at the lower of cost (weighted average method and first-in-first-out method) and net realisable value. The cost of raw materials, work-in-progress and finished goods are measured using first-in-first-out method and cost of consumables using weighted average method. 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 for where the cost is not recoverable or if the selling prices have declined. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

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.


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2. summary of significant accounting policies (continueD)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 interest expense. Changes in estimates are reflected in profit or loss in the period 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 that compensates the group for the expenses incurred is recognised as income over periods necessary to match 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 useful lives of such assets subsidised by the grant. A government grant related to assets, 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 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 within the next financial 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:

Property, plant and equipment of the group are stated at carrying value of $33,111,000 (2009: $14,089,000). 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 financial year that are different from assumptions could require adjustments to the carrying amount of the balances affected. The carrying amount of the specific asset at the end of the reporting year affected by the assumption is $7,311,000 (2009: $7,942,000).

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 competitor actions in response to severe market conditions. The depreciation charge is increased where useful lives are less than previously estimated lives, or the carrying amounts written off or written down for technically obsolete or non-strategic assets that have been abandoned or sold. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a adjustments to the carrying amount of the balances affected.


notes to the


2. summary of significant accounting policies (continueD)critical Judgements, assumptions and estimation uncertainties (continued)

Estimated impairment of goodwill:

An assessment is made annually whether goodwill has suffered any impairment loss, based on the recoverable amounts of the cash generating units (“CGU”). The recoverable amounts of the CGUs was determined based on value in use calculations and these calculations require the use of estimates in relation to future cash flows and suitable discount rates as disclosed in Note 15.

Estimated impairment of subsidiaries and associate:

When a subsidiary or associate is in net equity deficit and has suffered operating losses, a test is made whether the investment in the investee has suffered any impairment, in accordance with the stated accounting policy. 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 flow. The amount of the relevant investment is $1,350,000 (2009: $1,350,000) at the end of the reporting year. It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require adjustments to the carrying amount of the asset. The carrying amount of the specific asset at the end of the reporting year affected by the assumptions is $ nil (2009: $ nil).

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 inventory balance for any such obsolescence, excess and declines. These reviews require management to consider the future demand of the inventories. In any case 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 was $9,807,000 (2009: $1,363,000).

Allowance for impairment of 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, analyses historical bad debts, customer concentrations, customer creditworthiness, and changes in customer payment terms when evaluating the adequacy of the allowance for impairment of trade receivables. To the extent that it is feasible impairment and uncollectibility is determined individually for each specific customers. 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 the fair value and the carrying amounts might change within the next financial year but these changes would not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year.


notes to the

78

2. summary of significant accounting policies (continueD)critical Judgements, assumptions and estimation uncertainties (continued)

Actuarial assumptions on defined benefit retirement plans

Accounting for defined benefit plan 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. Defined 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. As a result, 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 transactionsFRS 24 defines a related party as an entity or person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common or joint control with, the entity in governing the financial and operating policies, or that has an interest in the entity that gives it significant influence over the entity in financial and operating decisions. It also includes members of the key management personnel or close members of the family of any individual referred to herein and others who have the ability to control, jointly control or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any such individual. The definition includes parents, subsidiaries, fellow subsidiaries and associates.

3.1 Related companies:

Related companies in these financial statements include the members of the ecoWise group of companies. Associate also include those that are associates of the parent and/or related companies.

There are transactions and arrangements between the company and members of the group and the effects of these on the basis determined between the parties are reflected in these financial statements. The current intragroup balances are unsecured without fixed repayment terms and interest unless stated otherwise. For non-current balances, an interest is imputed unless 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, a fair value is imputed and is recognised accordingly if significant where no charge is payable.

Intragroup transactions and balances that have been eliminated in these consolidated financial statements are not disclosed as related party transactions and balances.


notes to the


3. relateD party transactions (continueD)3.2 Other related parties:

There are transactions and arrangements between the company 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 on the basis of 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 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 a fair value is imputed and is recognised accordingly if significant where no charge is payable.

Significant related party transactions:

In addition to the transactions and balances disclosed elsewhere in the notes to the financial statements, these items include the following:

group other related parties

2010 $’000

2009 $’000

Rendering of services (7) (4) Sales of goods (701) (1,219) Disposal of property, plant and equipment (149) – Disposal of equity interest in subsidiary (202) – Acquisition of property, plant and equipment 3 – Purchase of services 15 – Rental expenses paid and payable 247 118

group

associate 2010

$’0002009 $’000

Rendering of services (39) (186) Disposal of assets held for sale – (600) Management fee income (1,864) (2,483) Purchase of services 2,460 4,779


notes to the

80

3. relateD party transactions (continueD)3.3 Key management compensation:

group 2010

$’0002009 $’000

Salaries and other short-term employee benefits 1,667 1,593 Equity-settled share-based compensation 515 412

The above amounts are included under employee benefits expense. Included in the above amounts are following items:

group 2010

$’0002009 $’000

Remuneration of directors of the company 660 871 Remuneration of directors of the subsidiaries 198 81 Fees to directors of the company 95 95 Fees to directors of the subsidiary 85 15 Equity-settled share-based compensation for directors 462 370

Key management personnel are directors and those persons having authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly. The above amounts for key management compensation are for all the directors and other key management personnel totalling 9 (2009: 6) persons.

Further information about the remuneration of individual director is provided in the report on corporate governance.


notes to the


4. financial information by segments4a. information about reportable segment profit or loss, assets and liabilities

FRS 108 – Operating Segments was applied for the first time this year. FRS 108 requires the disclosure of information about operating segments, products and services, the geographical areas and the major customers. It is a disclosure standard which results in a redesignation of the group’s reportable segments but has no impact on the reported results or financial position of the group. The segment information for the prior year that is reported as comparative information is restated to conform to the requirements of FRS 108.

For management purposes, the group has three reportable segments as described below, which are 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, the Group reviews internal management reports on at least a quarterly basis.

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

(a) Renewable Energy – Design, build and operate biomass co-generation systems, generate power for sale and sale 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, interest income, finance costs and share of results of associate, as included in the internal management reports that are reviewed by the group.

Segment results is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis.

The information about the reportable segment profit or loss, assets and liabilities are set out in the notes below.


notes to the

82


notes to the

4. financial information by segments (continueD)4b. profit or loss and reconciliation

renewable energy

resource recovery

integrated environmental

management solutions

eliminations

group2010

$’0002009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

grouprevenue and expensesTotal revenue from external customers 6,923 15,875 30,555 15,268 107 92 37,585 31,235Inter-segment revenue 192 181 843 55 208 120 (1,243) (356) – – Total revenue by segment 7,115 16,056 31,398 15,323 315 212 (1,243) (356) 37,585 31,235

Segment results (2,751) (2,317) 2,101 1,459 (317) (164) (967) (1,022)Unallocated corporate results – – – – – – 86 941Share of results of associate allocated to reportable segments – – (114) 183 – – (114) 183Profit or loss before interest income/(expenses) and taxation (995) 102Interest income 4 12Finance costs (488) (154)Income tax expense (499) (549)Loss for the year (1,978) (589)

4c. assets, liabilities and reconciliation

renewable energy

resource recovery



eliminations

group2010

$’0002009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

groupSegment assets 22,512 16,781 68,479 19,298 7,039 8,610 (12,375) (11,773) 85,655 32,916Investments in associate- Allocated to reportable segments – – 1,639 1,753 – – 1,639 1,753Unallocated corporate assets 3,731 17,110Total assets 91,025 51,779 Segment liabilities 20,252 12,990 40,908 11,827 8,678 9,333 (56,441) (29,439) 13,397 4,711Loans and borrowings - Allocated to reportable segments 92 146 12,188 728 – – 12,280 874- Unallocated corporate loans and borrowings 4,202 5,163Income tax payable 167 417Deferred tax liabilities 2,267 387Unallocated corporate liabilities 493 446Total liabilities 32,806 11,998 Capital expenditure - Allocated to reportable segments 4,022 10,115 413 242 147 – 4,582 10,357 - Unallocated corporate capital expenditure 76 19 4,658 10,376



notes to the

4. financial information by segments (continueD)4c. assets, liabilities and reconciliation (continued)

renewable energy

resource recovery



eliminations

group2010

$’0002009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

2010 $’000

2009 $’000

groupother non-cash items Depreciation of property, plant and equipment - Allocated to reportable segments 1,287 1,222 1,007 686 11 7 2,305 1,915- Unallocated corporate depreciation – – – – – – 67 58 Amortisation of intangible assets - Allocated to reportable segments 23 19 – – – – 23 19 Gain/(loss) on disposal of property, plant and equipment - Allocated to reportable segments (414) 4 (54) 43 – – (468) 47 Impairment losses on property, plant and equipment – (loss)/reversal - Allocated to reportable segments – (197) (392) 291 – – (392) 94 Allowance for doubtful trade receivables – (loss)/reversal - Allocated to reportable segments – – 141 – – – 141 –

4D. geographical information

The following table provides an analysis of the revenue and other items by geographical market, irrespective of the origin of the goods and services:

revenue segment assets capital expenditure2010

$’0002009$’000

2010 $’000

2009$’000

2010 $’000

2009 $’000

Singapore 14,417 17,624 34,143 43,693 3,714 5,270Greater China 3,370 13,611 6,312 8,086 763 5,106Malaysia 15,491 – 50,570 – 181 – Australia 2,103 – – – – – Japan 1,079 – – – – – Others 1,125 – – – – – 37,585 31,235 91,025 51,779 4,658 10,376

Revenues are attributed to countries on the basis of the customer’s location. The assets and capital expenditure are analysed by the geographical area in which the assets are located.

4e. information about major customers

There are no customers with revenue transactions of over 10% of the group revenue.

84

5. revenue

group 2010

$’0002009 $’000

Rendering of services 12,649 26,985Sales of goods 22,455 1,312Management fee income 1,864 2,483Others 617 455 37,585 31,235

6. interest income

group 2010

$’0002009 $’000

Interest income received and receivable from financial institutions 4 12

7. other creDits anD (other charges)

group 2010

$’0002009 $’000

Allowance for impairment on trade receivables - loss (144) – Bad debts written-off – trade receivables – (3)Equity-settled share-based payment transactions (577) (567)Foreign exchange adjustment gains / (losses) 19 (127)Gain on disposal of coal-fired power plant operation quota 848 – Gain on disposal of equity interest in subsidiary 42 – Government grant 80 995Impairment loss on goodwill – (198)Impairment of plant and equipment – reversal / (loss) 392 (94)(Loss) / gain on disposal of plant and equipment – net (468) 47Others (74) –Net 118 53

Presented in profit or loss as: Other Credits 1,381 1,042Other Charges (1,263) (989)Net 118 53

The government grant above includes income from Job Credit Scheme amounting to $80,000 (2009: $141,000).


notes to the


8. DiviDenD income

group 2010

$’0002009 $’000

Dividend income from unquoted corporations 2 –

9. finance costs

group 2010

$’0002009 $’000

Interest expenses 488 154

10. employee benefits expense

group 2010

$’0002009 $’000

Employee benefits expenses 6,986 5,237Contributions to defined contribution plans 516 338Other benefits 216 205Equity-settled Share-based payments 577 567Total employee benefits expenses 8,295 6,347


notes to the

86

11. 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 2010

$’0002009 $’000

Non-audit fees paid to: Auditors of the company 26 21 Affiliated company 81 12

12. income tax12a. components of tax expense (income) recognised in profit or loss include:

group 2010

$’0002009 $’000

Current tax expense (income): Current tax expense (income) 431 657(Over) / under adjustments to current tax in respect of prior periods (48) 29Sub-total 383 686

Deferred tax expense (income): Deferred tax expense (income) 116 (137)Sub-total 116 (137)

Total income tax expense 499 549


notes to the


12. income tax (continueD)12a. components of tax expense (income) recognised in profit or loss include: (continued)

The income tax in profit or loss varied from the amount of income tax determined by applying the Singapore income tax rate of 17% (2009: 17%) to profit or loss before income tax as a result of the following differences:

group 2010

$’0002009 $’000

Loss before tax (1,479) (40)Less: Share of results from equity-accounted associate 114 (183) (1,365) (223) Income tax benefit at above rate (232) (38)Not deductible items 310 477Tax exemptions (52) (52)Deferred tax assets valuation allowance 552 169(Over) / Under adjustments to tax in respect of prior periods (48) 29Changes in tax rates (6) 24Effect of different tax rates in different countries (53) (72)Other minor items less than 3% each 28 12Total income tax expense 499 549

There are no income tax consequences of dividends to shareholders of the company.

12b. Deferred tax expense (income) recognised in profit or loss include:

group 2010

$’0002009 $’000

Excess of net book value of plant and equipment over tax value 1,733 19Acquisition of subsidiaries (1,858) – Effects of movements in exchange rates 51 – Tax loss carryforwards (406) (150) Unused capital allowance 178 (190) Other temporary differences (5) 15Deferred tax assets valuation allowance 552 169Tax loss carryforwards used in group relief (129) – Total deferred income tax expense (income) recognised in profit or loss 116 (137)

company 2010

$’0002009 $’000

Excess of net book value of plant and equipment over tax value 3 – Other temporary differences 3 – Other deferred tax liabilities not recognised (6) –Total deferred income tax expense (income) recognised in profit or loss – –


notes to the

88

12. income tax (continueD)12c. Deferred tax balance in the statement of financial position:

group 2010

$’0002009 $’000

Deferred tax assets (liabilities) recognised in profit or loss: Excess of net book value of plant and equipment over tax value (2,380) (647)Tax loss carryforwards 939 533Unused capital allowance 371 549Other temporary differences 4 (1)Tax loss carryforwards used in group relief (362) (492)Deferred tax assets valuation allowance (839) (287)Net balance (2,267) (345) Presented in the statement of financial position as follows:-

group 2010

$’0002009 $’000

Deferred tax assets – 42 Deferred tax liabilities (2,267) (387) Net balance (2,267) (345)

company 2010

$’0002009 $’000

Excess of net book value of plant and equipment over tax value (35) (32) Other temporary differences 9 12 Other deferred tax liabilities not recognised 6 – Net balance (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 loss carryforwards and 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 are defined.

Temporary differences arising in connection with interest in subsidiaries and associate are insignificant.


notes to the


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

2010 $’000

2009 $’000

Numerators: Earnings attributable to owners of the Parent: (Loss)/profit for the year attributable to Owners of the Parent (1,348) 79 Basic / Diluted earnings (1,348) 79

number of ordinary

shares ‘000

number of ordinary

shares ‘000

Denominators: weighted average number of ordinary shares: Basic 818,665 648,612Dilutive warrants and performance share effects 1,586 3,046Diluted 820,251 651,658

The weighted average number of ordinary shares refers to shares in circulation during the year.

The dilutive effect derives from two categories of transaction: warrants and performance shares.

Basic earnings per share ratio are based on the weighted average number of ordinary shares outstanding during each year. The diluted earnings per share are based on the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during each year. The ordinary share equivalents included in these calculations are (1) shares of ordinary share issuable upon assumed exercise of warrants which would have a dilutive effect; and (2) the average number of ordinary shares assumed to be outstanding during the year, as if the employee performance share vested had been converted into ordinary shares.


notes to the

90

14. 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 2008 1,551 – 2,703 12,281 16,535Additions 258 – 1,489 7,448 9,195Impairment reversal 58 – – – 58Transfers (987) – – 987 – Disposals (96) – – (138) (234)At 31 October 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 – Disposal (323) – (85) (2,635) (3,043)At 31 October 2010 2,673 1,513 6,977 33,406 44,569 Accumulated depreciation and impairment losses: At 1 November 2008 – – 1,915 7,598 9,513Depreciation for the year – – 266 1,707 1,973Impairment loss/(reversal) 478 – 176 (560) 94Disposals – – – (105) (105)Effects of movements in exchange rates – – (2) (8) (10)At 31 October 2009 478 – 2,355 8,632 11,465Effects of movements in exchange rates – – (2) 39 37Depreciation for the year – 17 175 2,180 2,372Transfers (188) – 188 – – Disposals – – (7) (2,017) (2,024)Impairment reversal (290) – – (102) (392) At 31 October 2010 – 17 2,709 8,732 11,458

Carrying amount: At 1 November 2008 1,551 – 788 4,683 7,022

At 31 October 2009 306 – 1,837 11,946 14,089

At 31 October 2010 2,673 1,496 4,268 24,674 33,111


notes to the


14. property, plant anD equipment (continueD)The depreciation expense is charged as follows:

cost of sales

administrative expenses

total

$’000 $’000 $’000

2010 1,989 383 2,3722009 1,603 370 1,973

The reversal of impairment loss is for items which were disposed during the year. The amount is charged to profit or loss included in other credits.

plant and equipment

$’000

company:

Cost: At 1 November 2008 538 Additions 19 At 31 October 2009 557Additions 208 At 31 October 2010 765 Accumulated depreciation and impairment losses: At 1 November 2008 74 Depreciation for the year 58At 31 October 2009 132Depreciation for the year 67 At 31 October 2010 199 Carrying amount: At 1 November 2008 464

At 31 October 2009 425

At 31 October 2010 566

The depreciation expense is charged as administrative expenses.

Certain items are under finance lease arrangements and charged as security for bank facilities (see Note 26).


notes to the

92

15. intangible assets

land use rights

trademark

goodwill

total

$’000 $’000 $’000 $’000

group:

Cost: At 1 November 2008 – – 198 198Additions 1,297 – – 1,297Effects of movement in exchange rates (116) – – (116)At 31 October 2009 1,181 – 198 1,379Acquisition through business combinations (Note 16A) – 9 6,157 6,166Translation difference on consolidation (58) – 359 301At 31 October 2010 1,123 9 6,714 7,846 Accumulated amortisation and impairment losses: At 1 November 2008 – – 198 198Amortisation for the year 19 – – 19Effects of movement in exchange rates (1) – – (1)At 31 October 2009 18 – 198 216Amortisation for the year 23 – – 23Effects of movement in exchange rates (2) – – (2)At 31 October 2010 39 – 198 237 Carrying amount: At 1 November 2008 – – – –

At 31 October 2009 1,163 – – 1,163

At 31 October 2010 1,084 9 6,516 7,609

15a. land use rights

The land use rights relates to the title of land in The People’s Republic of China. The land use rights expire on 14 June 2059 and is non-transferable. Amortisation of land use rights is charged as administrative expenses.

15b. goodwill

Annual impairment tests for cash-generating units containing goodwill for the purpose of impairment testing, goodwill is allocated to the group’s cash-generating units (“CGU”) identified through operating entities which represents the lowest level within the group at which goodwill is monitored for internal management purposes as follows:

2010 $’000

2009 $’000

Name of subsidiaries: Eco Environmental (S) Pte. Ltd. (a) 183 183Envirox Pte. Ltd. (a) 15 15Sunrich Resources Sdn. Bhd. (b) 6,516 – 6,714 198


notes to the


15. intangible assets (continueD)15b. goodwill (continued)

(a) For CGUs, Eco Environmental (S) Pte. Ltd. and Envirox Pte. Ltd., management has anticipated the lack of demand for the CGUs products and services to continue in the foreseeable future. Accordingly, goodwill relating to these CGUs has been fully impaired.

( b) The above goodwill arises from acquisition of subsidiaries during the current financial year. The amount is provisional and subject to change as the hindsight period allowed by FRS 103 – Business Combinations has not expired.

The above goodwill includes a call option which gives the group the right to purchase land at an exercise price of Malaysian Ringgit 7,000,000. The period of the option is 2 years from the acquisition date of the subsidiaries.

The amount of goodwill is expected to be finalised upon completion of the evaluation of the fair values of assets, liabilities and identifiable intangibles (if any). The evaluation is ongoing as at the date of this report and expected to be completed within the next financial reporting year end date.

The recoverable amount of CGU, Sunrich Resources Sdn Bhd, is determined annually based on value-in-use calculations. These calculations use cash flow projections based on financial budgets covering a five-year period.

Key assumptions used for value-in-use calculations:

Growth rate 8% to 19%Discount rate 9%

The growth rate used is consistent with forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the specific industry in which the entity operates in cash flow beyond the periods covered by the financial budgets are projected on assumptions of constant revenue growth and gross margins.

16. investments in subsiDiaries

company 2010

$’0002009 $’000

Unquoted equity shares, at cost 6,259 6,257Less allowance for impairment (1,350) (1,350) 4,909 4,907Loan to a subsidiary 18,387 – 23,296 4,907

Movements in above allowance: Balance at beginning of the year 1,350 1,149Charged to profit or loss included in other charges – 201Balance at end of the year 1,350 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.


notes to the

94

16. investments in subsiDiaries (continueD) The subsidiaries held by the group are listed below:

effective percentage of equity

held by groupname of subsidiary, country of incorporation, place of operations (and independent auditors)

principal activities

2010 %

2009 %

Held by the company Bee Joo Industries Pte. Ltd. Processing and recycling of used copper slag, 100 100Singapore horticultural and other waste and operating(RSM Chio Lim LLP) of biomass co-generation plant

Bee Joo Environmental Pte. Ltd. General waste management services 100 100Singapore(RSM Chio Lim LLP)

ecoWise Solutions Pte. Ltd. Developing and commercialising ecology 100 100Singapore solutions, research and development of(RSM Chio Lim LLP) technologies relating to environmental solutions

ecoWise Resources Pte. Ltd. Processing and recycling of horticultural 73 73Singapore and other waste(RSM Chio Lim LLP)

ecoWise Energy Pte. Ltd. Renewable energy business 100 100Singapore(RSM Chio Lim LLP)

ecoWise International Pte. Ltd. International procurement and trading of 100 –Singapore rubber related goods and research and(Incorporated on 5 July 2010) experimental development on environment (RSM Chio Lim LLP) and clean technologies

Sunrich Resources Sdn. Bhd. (a) Investment holding 100 –Malaysia(RSM Robert Teo, Kuan & Co.)

Held by subsidiaries Eco Environmental (S) Pte. Ltd. Service provider for general waste disposal 70 70 Singapore and recycling(RSM Chio Lim LLP)

Envirox Pte. Ltd. Research and development and engineering 100 100Singapore in the water and wastewater sector(RSM Chio Lim LLP)


notes to the






2010 %

2009 %

Held by subsidiaries (Continued) Wuhan ecoWise Energy Co., Ltd. (a) (c) Generation and sale of electricity 49 51The People’s Republic of China (“PRC”) and steam (RSM China CPA firm, Shanghai International Division)

Chongqing ecoWise Investment Management Co., Ltd. (d) Service provider for project and 100 –(Incorporated on 19 March 2010) investment consultancy and management The People’s Republic of China (“PRC”)

ecoWise Marina Power Pte. Ltd. Generation of electricity by biomass 100 –(Incorporated on 9 November 2009) and sale of electricity Singapore(RSM Chio Lim LLP)

Sunrich Corporation Pte. Ltd. Processing of rubberised related goods, 100 – (Incorporated on 9 July 2010) retreading and vulcanising of tyres Singapore(RSM Chio Lim LLP)

Sunrich Integrated Sdn. Bhd. (a) (b) Investment holding 70 –Malaysia(RSM Robert Teo, Kuan & Co.)

Sun Rubber Industry Sdn. Bhd. (a) (b) Manufacturing and trading of rubberised 70 –Malaysia products and investment holding(RSM Robert Teo, Kuan & Co.)

Sun Tyre Industries Sdn. Bhd. (a) (b) Retreading of tyres, dealing in rubberised products 70 –Malaysia and investment holding(RSM Robert Teo, Kuan & Co.)

Saiko Rubber Sdn. Bhd. (a) (b) Manufacturing and trading of rubberised 36 –Malaysia products and investment holding(RSM Robert Teo, Kuan & Co.)

Gulf Rubber (M) Sdn. Bhd. (a) (b) Retreading of tyres, dealing in rubberised products 59 –Malaysia and investment holding(RSM Robert Teo, Kuan & Co.)


notes to the

96





2010 %

2009 %

Held by subsidiaries (Continued) Sunrich Marketing Sdn. Bhd. (a) (b) Trading of retread tyres and related 70 –Malaysia rubberised products.(RSM Robert Teo, Kuan & Co.)

Winner Suntex Sdn. Bhd. (a) (eb) Trading of retreat tyres and related 53 –Malaysia rubberised products (RSM Robert Teo, Kuan & Co.)

Autoways Industries Sdn. Bhd. (a) (b) Trading of retread tyres and related 53 –Malaysia rubberised products(RSM Robert Teo, Kuan & Co.)

Trakar Suntex Sdn. Bhd. (a) (b) Trading of retread tyres and related 30 –Malaysia rubberised products(RSM Robert Teo, Kuan & Co.)

Sun Rubber Marketing Sdn. Bhd. (a) (b) Dormant 70 –Malaysia(RSM Robert Teo, Kuan & Co.)

Gulf Rubber Suntex Sdn. Bhd. (a) (b) Trading of retread tyres and related 49 –Malaysia rubber products (RSM Robert Teo, Kuan & Co.)

(a) Audited by member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member. Their names are indicated above.( b) The subsidiaries are a part of the group of companies belonging to Sunrich Resources Sdn. Bhd., which was acquired on 2 July 2010. (see also

Note 16A) (c) On 7 December 2009, the group disposed off 2% of its equity interest in Wuhan ecoWise Energy Co., Ltd for a cash consideration of $202,000 to

an entity wholly owned by one of its directors of a subsidiary (Note 21). The entity is consolidated subsequent to the disposal because it is able to govern the financial and operating policies of the investee by virtue of an agreement with other shareholders of the investees although the group does not own, directly or indirectly through subsidiaries, more than half of the voting power of the entity.

(d) The subsidiary has a reporting year end of 31 December which is non-coterminous with the group. For the purpose of consolidating for the subsidiary, the unaudited management financial statements at 31 October 2010 has been used. The impact arising from the use of the subsidiary’s unaudited management financial statements is not expected to be significant to the financial statements of the group.


notes to the


16. investments in subsiDiaries (continueD) 16a. acquisition of subsidiaries

On 2 July 2010, the Group acquired 70% equity interest of Sunrich Integrated Sdn Bhd for a purchase consideration of $18,387,000 of which $7,467,000 is paid in cash and the remaining amount is payable through the issuance of 39,000,000 ordinary shares of the Company at $0.28 per share.

During the period from the date of acquisition to 31 October 2010, the newly acquired subsidiary contributed profit after tax and before non-controlling interest of $998,000.

The fair values shown below for Sunrich Integrated Sdn Bhd and its subsidiaries are provisional as the hindsight period allowed by the FRS 103 – Business Combinations has not expired. A detailed expert report on the fair value of provisions is expected to be available within twelve months from the date of acquisition.

The acquisition had the following effect on the group’s assets and liabilities on acquisition date:

pre acquisition book value under frs

fair valve

adjustments

provisional

fair value $’000 $’000 $’000

Property, plant and equipment 11,738 6,125 17,863Intangible assets 9 – 9Other financial assets 337 – 337Inventories 8,120 – 8,120Trade and other receivables 15,085 – 15,085Cash and cash equivalents (overdraft) (697) – (697)Provisions (600) – (600)Deferred tax liabilities (327) (1,531) (1,858)Loans and borrowings (9,732) – (9,732)Trade and other payables (7,164) – (7,164)Income tax payable (49) – (49)Non-controlling interest (9,628) 544 (9,084)Goodwill 147 6,010 6,157Net identifiable assets and liabilities 7,239 11,148 18,387 39,000,000 ordinary shares issued at $0.28 per share (Note 24) (10,920)Purchase consideration paid in cash 7,467Overdraft acquired 697Net cash out flow on acquisition 8,164

The non-controlling interest of 30% in the acquiree at the acquisition date is measured based on the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The goodwill arising on these acquisitions are not deductible for tax purposes.

The acquisition has been accounted for by the acquisition method of accounting defined under FRS 103 – Business Combinations.

The plant and equipment was revalued by Asian Appraisal Company Pte Ltd, a firm of independent professional valuer in December 2010 based on the existing use basis to reflect the actual market state and circumstances as of the reporting year and not as of either a past or future date. The fair value is regarded as the lowest level for fair value measurement as the valuation includes inputs for the asset that are not based on observable market data (unobservable inputs).


notes to the

98

17. investments in associate

group 2010

$’0002009 $’000

Movement in carrying amount: Unquoted equity shares at cost 1,193 1,193

Share of profits or loss for the year: At beginning of the year 560 377Share for the year (114) 183At end of the year 446 560

Share of net book value of associate 1,639 1,753

The associate held by a subsidiary is listed below:

percentage of equity held by group

name of associate

country of incorporation/place of operations


2010 %

2009 %

Geocycle Singapore Pte Ltd. Singapore Management and recycling 50 50 of industrial 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 group used the associate’s unaudited management financial statements as at 31 October. The impact arising from the use of the associate’s unaudited 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 2010

$’0002009 $’000

Assets 4,933 5,458Liabilities (1,668) (1,967)Revenue 2,505 4,810(Loss)/Profit for the year (227) 367


notes to the


18. other financial assets

group 2010

$’0002009 $’000

Balance is made up of: Unquoted equity shares in corporations 498 – Quoted equity shares in corporation 136 – Balance at end of the year 634 –

group 2010

$’0002009 $’000

Movements during the year: Acquisition through business combinations (Note 16A) 337 – Additions 222 – Effects of movement in exchange rates 75 – Balance at end of the year 634 –

The fair value of the unquoted investments is deemed to be not reliably measurable as the probabilities of the various estimates within the range cannot be reasonably assessed as used in estimating fair values. Consequently, the investment is carried at cost less impairment allowance.

The fair value of the quoted equity shares in corporations is based on current bid prices in an active market at the end of the reporting year.


notes to the

100

19. assets classifieD as helD for sale

group 2010

$’0002009 $’000

Non-current assets classified as held for sale: Plant and machinery at net book value – 49 – 49

The plant and machinery are presented as held for sale following the decision of management to sell the assets upon the completion in the installation and commissioning of these assets.

20. inventories

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Raw materials 3,119 – – – Work-in-progress 938 – – Finished goods 4,372 367 – – Consumables 1,378 996 – – 9,807 1,363 – – There were no allowances for the years ended 31 October 2009 and 2010 respectively.

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Changes in inventories of finished goods and work in progress (1,104) (10) – – Raw materials and consumables used 19,479 13,734 – –

Certain inventories are charged as securities for bank facilities (See Note 26).


notes to the


21. traDe anD other receivables

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Trade receivables: Outside parties 18,271 3,853 – – Less: allowance for impairment (508) (24) – – Factored trade receivables 2,803 789 – – Related parties – 726 – – Subsidiaries – – 14,017 10,026Associate 765 999 – – Subtotal 21,331 6,343 14,017 10,026 Other receivables: Related parties 202 – – – Subsidiaries – – 10,748 7,878Associate – – – – Director of subsidiary – 35 – – Other receivables 515 27 – 12Subtotal 717 62 10,748 7,890

Total trade and other receivables 22,048 6,405 24,765 17,916 Presented in statements of financial position as: Non-current 600 – – – Current 21,448 6,405 24,765 17,916 22,048 6,405 24,765 17,916

Movements in above allowance: Balance at beginning of the year 24 24 – – Acquisition through business combination (Note 16A) 340 – – – Charge for trade receivables to profit or loss included in other charges 144 – – – Balance at end of the year 508 24 – –

22. other assets

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Prepayments 667 172 42 52Deposits to secure services 472 114 30 25 1,139 286 72 77


notes to the

102

23. cash anD cash equivalents

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Not restricted in use 14,926 26,619 2,114 16,594Restricted in use (a) 30 10 – – Cash at end of the year 14,956 26,629 2,114 16,594 Interest earning balances 467 89 – –

(a) Restricted bank balances are held by bankers to cover the bank guarantee issued.

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 0.36% and 1.80% per annum (2009: 0.42% and 2.35% per annum).

23a. cash and cash equivalents in the consolidated statement of cash flows:

group 2010

$’0002009 $’000

Amount as shown above 14,956 26,629Cash restricted in use (30) (10)Bank overdraft (2,431) – Cash and cash equivalents for statement of cash flows purposes at end of the year 12,495 26,619

23b. non-cash transactions:

During the year, there were acquisition of plant and equipment with a total cost of $223,000 (2009: $Nil) acquired by means of finance leases.


notes to the


24. share capital

number of ordinary shares

issued

share capital

$’000

company

Ordinary shares of no par value: Balance at beginning of the year 1 November 2008 636,664,231 17,735Issue of Performance shares 16,782,700 713Issue of ordinary shares at $0.0882 each 129,038,474 11,381Warrants exercised 3,544,446 124Share issue expenses – (26)Balance at end of the year 31 October 2009 786,029,851 29,927Issue of Performance shares (a) 5,382,000 735Issue of ordinary shares at $0.28 each (Note 16A) (b) 39,000,000 10,920Warrants exercised (c) 1,660,164 58Balance at end of the year 31 October 2010 832,072,015 41,640

(a) On 19 March 2010, 5,382,000 ordinary shares were issued pursuant to the ecoWise Performance Share Plan.( b) On 4 August 2010, the Company issued 39,000,000 new ordinary shares at $0.28.(c) As at 31 October 2010, a total of 82,698,160 warrants were exercised and 3,323,530 warrants remained outstanding.

The ordinary shares of no par value which are fully paid carry no right to fixed income.

The only externally imposed capital requirement is that for the company to maintain its listing on the Singapore Stock Exchange, it has to have share capital with a free float of at least 10% of the shares. The company met the capital requirement on its initial listing and the rules limiting treasury share purchases mean it will automatically continue to satisfy that requirement, as it did throughout the year. Management receives a report from the registrars frequently on substantial share interests showing the non-free float and it demonstrated continuing compliance with the 10% limit throughout the year.

Share warrants – Share warrants outstanding at the end of the reporting year totalled 3,323,530 (2009: 4,983,694). These may be converted into shares at the conversion rate of S$0.035 for each ordinary share of no par value before the expiry date of 21 November 2010.


notes to the

104

24. share capital (continueD)capital management

The objectives when managing capital are: to safeguard the entity’s ability to continue as a going concern, so that it can continue 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 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 debt.

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 (ie. share capital, retained earnings).

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

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Debt-to-adjusted capital ratio 3.4% N.M 4.7% N.M

(N.M: Not Meaningful as cash and cash equivalents exceed borrowings)

The increase in the debt-to-adjusted capital ratio during 2010 resulted primarily from the increase in new debt undertaken by the acquired subsidiaries.

25. other reserves

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Equity-settled share-based compensation / payments (Note 25A) 577 735 577 735Foreign currency translation reserve (Note 25B) (280) (423) – – Total 297 312 577 735

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


notes to the


25. other reserves (continueD)25a. equity-settled share-based compensation / payments

ECOWISE PERFORMANCE SHARE PLAN (“THE SHARE PLAN”)

The ecoWise Performance Share Plan was approved by the members of the company at an extraordinary general meeting held on 23 March 2007 which provides for the grant of fully paid-up ordinary shares in the capital of the company, their equivalent cash value or combinations thereof, to selected employees of the company and/or its subsidiaries, including the directors of the company, and other selected participants. Under the Share Plan, the maximum number of shares to be issued to eligible employees shall not exceed 15% of the issued shares of the company on the date preceding the grant of the award.

The Share Plan is administered by the Remuneration Committee. Awards are released once the Remuneration Committee is satisfied that the prescribed performance target(s) have been achieved and the vesting period (if any) has expired. There may be vesting periods beyond the performance achievement periods, imposed by the Remuneration Committee.

The lapsing of the award is provided for upon the occurrence of certain events which includes:

(a) the misconduct of a participant;(b) the termination of the employment of a participant;(c) the bankruptcy of a participant;(d) the retirement, ill health, injury, disability or death of a participant; and (e) a take-over, amalgamation, winding-up or reconstruction 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 provided always that the Share Plan may continue beyond the above stipulated period with the approval of Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required.

The company may deliver shares pursuant to awards granted under the Share Plan by way of:

1. Issuance of new shares and; or2. Delivery of existing shares purchased from the market or shares held in treasury and; or 3. Cash in lieu of shares, based on the aggregate market value of such shares.

The awards of performance shares are given conditional upon achieving certain performance targets such as Average Return on Equity, Total Shareholders’ Return, etc.


notes to the

106

25. other reserves (continueD)25a. equity-settled share-based compensation / payments (continued)

From the commencement of the Share Plan, 13,810,000 shares (before adjustments for rights cum warrants issues and/or rights issues) have been granted as of the date of the financial statements and approved for issue by the Board of Directors.

2010:

category


shares outstanding

as at 1.11.2009(1)

performance shares

granted


performance shares

cancelled/ lapsed


shares outstanding

as at 31.10.2010

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) – 58,500Subtotal 6,961,500 – (3,480,800) (1,096,850) 2,383,850 Employees 3,802,500 – (1,901,200) – 1,901,300Total 10,764,000 – (5,382,000) (1,096,850) 4,285,150

(1) The number of performance shares outstanding as at 1 November 2009 was adjusted by applying a ratio of 1.4625 (in accordance with the Deed Poll dated 12 October 2007) following the corporate exercise of Rights Issue dated 20 October 2008.

(2) Teoh Teik Kee retired as the company’s Executive Director on 26 February 2010.


notes to the



2009:

category


shares outstanding

as at 1.11.2008

performance shares

granted


performance shares

cancelled/ lapsed


shares outstanding

as at 31.10.2009

Executive Directors Lee Thiam Seng 1,500,000 – – – 1,500,000Teoh Teik Kee 1,500,000 – – – 1,500,000Sunny Ong Keng Hua 1,500,000 – – – 1,500,000 Non-Executive Independent Directors Ng Cher Yan 100,000 – – – 100,000Ang Mong Seng 80,000 – – – 80,000Ong Teck Ghee 80,000 – – – 80,000Subtotal 4,760,000 – – – 4,760,000 Employees 3,600,000 – – (1,000,000) 2,600,000Total 8,360,000 – – (1,000,000) 7,360,000

number of participants category 2010 2009

Directors 5 6Employees 8 8 13 14

The above number of 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.


notes to the

108


Equity-settled share-based compensation reserve:

group and company 2010

$’0002009 $’000

At beginning of the year 735 881Equity-settled share-based compensation expense charged to profit or loss included in other charges 577 567Transfer to share capital (Note 24) (735) (713)At end of the year 577 735

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

25b. foreign currency translation reserve

group 2010

$’0002009 $’000

At beginning of the year (423) – Exchange differences on translating foreign operations 143 (423)At end of the year (280) (423)

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

26. loans anD borroWings

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Non-current: Bank borrowings (secured) (Note 26A) 2,855 3,842 2,277 3,842Finance lease liabilities (Note 26B) 1,057 554 219 143Non-current, total 3,912 4,396 2,496 3,985 Current: Bank borrowings (secured) (Note 26A) 1,851 1,158 1,660 1,158Finance lease liabilities (Note 26B) 866 483 46 20Bank overdraft (secured) (Note 26C) 2,431 – – – Bankers’ acceptance (secured) (Note 26D) 7,422 – – – Current, total 12,570 1,641 1,706 1,178Total 16,482 6,037 4,202 5,163


notes to the


26. loans anD borroWings (continueD)The non-current portion is repayable as follows:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Due within 2 to 5 years 3,768 4,332 2,452 3,921After 5 years 144 64 44 64Total non-current portion 3,912 4,396 2,496 3,985

The range of floating interest rates paid were as follows:

group 2010 2009

Bank overdraft (secured) 6.55% to 7.75% –Bankers’ acceptance (secured) 5.23% –

The range of fixed interest rates paid were as follows:group

2010 2009

Bank borrowings (secured) 5.00% to 10.35% 5%

26a. bank borrowings (secured)

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

1. The bank borrowings undertaken are repayable by:

- 48 equal monthly instalments of $115,148 over four years commencing on November 2009- 95 equal monthly instalments of $11,319 over eight years commencing on November 2007- 180 equal monthly instalments of $3,263 over 15 years commencing on October 2008- 60 equal monthly instalments of $5,797 over 5 years commencing on July 2009

2. Secured by way of joint corporate guarantee from certain subsidiaries.

3. Need to comply with certain financial covenants.


notes to the

110


notes to the

26. loans anD borroWings (continueD)26b. finance lease liabilities

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

minimumlease payments

finance charges

present value

$’000 $’000 $’000

group2010:Due within one year 963 (97) 866Due within 2 to 5 years 1,119 (106) 1,013Due after 5 years 59 (15) 44Total 2,141 (218) 1,923

Net book value of plant and equipment under finance leases 4,287

2009:Due within one year 525 (42) 483Due within 2 to 5 years 561 (71) 490Due after 5 years 86 (22) 64Total 1,172 (135) 1,037

Net book value of plant and equipment under finance leases 1,564



notes to the

26. loans anD borroWings (continueD)26b. finance lease liabilities (continued)

minimum lease payments

finance charges

present value

$’000 $’000 $’000

company2010:Due within one year 56 (10) 46Due within 2 to 5 years 214 (39) 175Due after 5 years 59 (15) 44Total 329 (64) 265

Net book value of plant and equipment under finance leases 361

2009:Due within one year 27 (7) 20Due within 2 to 5 years 108 (29) 79Due after 5 years 86 (22) 64Total 221 (58) 163

Net book value of plant and equipment under finance leases 208

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 about 2.15% to 9.01% per annum (2009: 2.15% to 6.25% 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 value.

26c. bank overdraft (secured)

The bank overdraft agreement provides, among other matters, for the following:

1. Repayable on demand;2. Legal charge over leasehold land and building as held by Malaysian subsidiaries;3. Fixed and floating charge on certain plant and equipment and inventories as held by Malaysian subsidiaries;4. Corporate guarantee from a related party; and5. Joint and personal guarantee by a related party.

26D. bankers’ acceptance (secured)

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

1. Legal charge over leasehold land and building as held by Malaysian subsidiaries;2. Corporate guarantee from a related party; and3. Joint and personal guarantee by a related party.

112


notes to the

27. provisions

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Non-current: Retirement benefits obligations (Note 27B) 592 – – –Provision, non-current, Total 592 – – – Current: Provision for dismantling (Note 27A) – 100 – –Provision, current, Total – 100 – –

27a. provision for Dismantling

Provision for dismantling and removing the plant and equipment and restoring the site:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Movements in above provision: Balance at beginning of the year 100 69 – – Unwinding of discount included in finance costs – 31 – – Amount utilised during the year (100) – – – Balance at end of the year – 100 – –


27. provisions (continueD)27b. retirement benefit obligations

Defined benefit plan:

The management 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 after the acquisition are not entitled to such retirement benefits.

The principal actuarial assumptions used for the purpose of the actuarial valuation were as follows:

group 2010

$’0002009 $’000

Discount rate 6.25% – Expected rate of salary increase 4.00% –

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

The amount recognised in the profit or loss was as follows:

group 2010

$’0002009 $’000

Current service cost 14 – 14 –

The amount recognised in the statement of financial position was as follows:

group 2010

$’0002009 $’000

Present value of defined benefit obligations 592 – 592 –


notes to the

114

27. provisions (continueD)27b. retirement benefit obligations (continued)

Movements in retirement benefit obligations were as follows:

group 2010

$’0002009 $’000

Acquisition through business combination (Note 16A) 600 – Current service cost 14 – Benefits paid (5) – Effects of movement in exchange rates (17) – Balance at end of the year 592 –

28. traDe anD other payables

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Trade payables: Outside parties and accrued liabilities 11,003 4,477 1,547 1,501Related parties – 17 – – Subsidiaries – – 11 11Associate 214 514 – – Subtotal 11,217 5,008 1,558 1,512 Other payables: Related parties – 31 – – Director of subsidiary – 3 – – Other payables 1,992 15 3 – Subtotal 1,992 49 3 – Total trade and other payables 13,209 5,057 1,561 1,512

29. DeferreD income

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Income deferred relating to government grant 84 – – –


notes to the


30. Derivative financial instrumentsThe table below summarises the fair value of derivatives engaged by the group at reporting year end date:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Assets – Derivatives with positive fair values: Non-hedging instruments – forward currency contracts 82 – – – Liabilities – Derivatives with negative fair values: Non-hedging instruments – forward currency contracts (5) – – – 77 – – –

Presented in statement of financial position as: Derivative financial assets 82 – – – Derivative financial liabilities (5) – – – 77 – – –

30a. forward currency contracts

These include the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a measure or indication of market risk, as the exposure of certain contracts may be offset by that of other contracts.

principal

reference currency

fair value

$’000 $’000 $’000

Forward currency contracts 5,310 USD 82Forward currency contracts 101 EURO (2)Forward currency contracts 998 Japanese Yen (3)

Currency derivatives are utilised to hedge against significant future transactions and cash flows. The group is party to a variety of forward currency contracts in the management of its exchange rate exposures. The maturity dates for the above contracts ranges from 8 November 2010 to 28 April 2011.

The instruments purchased are primarily denominated in the currencies of the group’s principal markets. As a matter of principle, the group does not enter into derivative contracts for speculative purposes.


notes to the

116

31. financial instruments: information on financial risks31a. classification of financial assets and liabilities

The following table summarises the carrying amount of financial assets and liabilities recorded at the end of the reporting year by FRS 39 categories:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Financial assets: Cash and bank balances 14,956 26,629 2,114 16,594Trade and other receivables 22,048 6,405 24,765 17,916Other financial assets 634 – – – Derivative financial assets 82 – – – At end of the year 37,720 33,034 26,879 34,510 Financial liabilities: Loans and borrowings 16,482 6,037 4,202 5,163Trade and other payables 13,209 5,057 1,561 1,512Derivative financial liabilities 5 – – – At end of the year 29,696 11,094 5,763 6,675

Further quantitative disclosures are included throughout these financial statements.

31b. financial risk management

The main purpose for holding or issuing financial instruments is to raise and manage the finances for the entity’s operating, investing and financing activities. There is exposure to the financial risks on the financial instruments such as credit risk, interest risk and market price risk comprising interest rate, currency risk and price risk exposures. The management has certain practices for the management of financial risks and action to be taken in order to manage the financial risks. The major guidelines are the following:

1. Minimise interest rate, currency, credit and market risk for all kinds of transactions.

2. Maximise the use of “natural hedge”: favouring as much as possible the natural off-setting of sales and costs and payables and receivables denominated in the same currency and therefore put in place hedging strategies only for the excess balance. The same strategy is pursued with regards to interest rate risk.

3. All financial risk management activities are carried out and monitored by senior management staff.

4. All financial risk management activities are carried out following good market practices.

The financial controller who monitors the procedures reports to the board. Checks by management are conducted to ensure that policies and procedures are followed in practice.


notes to the


31. financial instruments: information on financial risks (continueD)31b. financial risk management (continued)

With regard to derivatives, the policies include the following:

1. The management documents carefully all derivatives including the relationship between them and the hedged items at inception and throughout their life.

2. Ineffectiveness is recognised in profit or loss as soon as it arises.

3. Effectiveness is assessed at the inception of the hedge and at each end of the reporting year ensuring that FRS 39 criteria are met.

4. Only financial institutions with acceptable credit ratings are used as counterparties for derivatives.

31c. fair values of financial instruments

31c1. fair value of financial instruments stated at amortised cost in the statement of financial position

The financial assets and financial liabilities at amortised cost are at a carrying amount that is a reasonable approximation of fair value.

31c2. fair value measurements recognised in 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: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for asset or liability, either directly (ie. prices) or indirectly (ie. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The quantitative disclosures for the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements are disclosed below:

level 1 level 2 level 3 total $’000 $’000 $’000 $’000

At 31 October 2010 Financial assets at fair value through profit or loss: Quoted equity shares in corporations 136 – – 136 Financial instruments at fair value Derivative financial assets – net – 77 – 77Total 136 77 – 213

There are no significant transfers between Level 1 and Level 2 of the fair value hierarchy.

There are no significant fair value measurements recognised in the statement of financial position at company level.


notes to the

118

31. financial instruments: information on financial risks (continueD)31D. credit risk on financial assets

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents, receivables and other financial assets. The maximum exposure to credit risk is: the fair value of the financial instruments; the maximum amount the entity could have to pay if the guarantee is call on; and the full amount of any loan payable commitment at the end of the reporting year. Credit risk on cash balances with banks and derivative financial instruments is limited because the counter-parties are entities with acceptable credit ratings. Credit risk on other financial assets is limited because the other parties are entities with acceptable credit ratings. For credit risk on receivables, an ongoing credit evaluation is performed of the debtors’ financial condition and a loss from impairment is recognised in profit or loss. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management. 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.

Note 23 disclose the maturity of the cash and cash equivalent balances.

As part of the process of setting customer credit limits, different credit terms are used. The average credit period generally granted to trade receivables customers is between 14 to 90 days (2009: 14 to 90 days). (a) Ageing analysis of the age of trade receivable amounts that are past due as at the end of the reporting year but not

impaired:

group 2010

$’0002009 $’000

Trade receivables: Less than 60 days 10,364 2,720 61- 90 days 3,639 1,691 91- 180 days 4,413 1,363 Over 180 days 2,915 34 At end of the year 21,331 5,808

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

group 2010

$’0002009 $’000

Trade receivables: Over 180 days 508 24

The allowance which is disclosed in the Note on trade receivables is based on individual accounts totalling $508,000 (2009: $24,000) that are determined to be impaired at the end of the reporting year. These are not secured.

Other receivables are normally with no fixed terms and therefore there is no maturity.


notes to the


31. financial instruments: information on financial risks (continueD)31D. credit risk on financial assets (continued)

group 2010

$’0002009 $’000

Concentration of trade receivable Top 1 customer 1,633 3,218Top 2 customers 3,125 4,819Top 3 customers 3,855 5,157

Included within trade receivables are factored trade receivables of $2,803,000 (2009: $789,000). Since those receivables did not meet the FRS 39 derecognition requirements, they were recognised as receivables even though they were legally sold without recourse. Amongst other clauses, there was a deferred purchase price clause, under which a portion of transferred receivables were paid to the company only upon full collection of the receivables. This resulted in substantial risks and rewards not being transferred to the transferee and therefore the FRS 39 derecognition criteria were not met.

31e. liquidity risk

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

gross loans and

borrowings

trade and other payables

total 2010

$’0002010

$’0002010

$’000

group Less than 1 year 12,667 13,209 25,876Due within 2 to 5 years 3,974 – 3,974Due after 5 years 59 – 59 16,700 13,209 29,909 company Less than 1 year 1,716 1,561 3,277Due within 2 to 5 years 2,491 – 2,491Due after 5 years 59 – 59 4,266 1,561 5,827


notes to the

120

31. financial instruments: information on financial risks (continueD)31e. liquidity risk (continued)

gross loans and

borrowings

trade and other

payables

total 2009

$’0002009 $’000

2009 $’000

group Less than 1 year 1,907 5,057 6,964Due within 2 to 5 years 4,706 – 4,706Due after 5 years 86 – 86 6,699 5,057 11,756

company Less than 1 year 1,409 1,512 2,921Due within 2 to 5 years 4,253 – 4,253Due after 5 years 85 – 85 5,747 1,512 7,259

All derivative financial instruments are expected to be settled within the next financial year. For financial guarantee contracts, the maximum earliest period in which the guarantee is called is used – At the end of the reporting year, no claims on financial guarantees are expected. The liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. It is expected that all the liabilities will be paid at their contractual maturity. The average credit period taken to settle trade payables is about 157 days (2009: 71 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.

Bank facilities:

group 2010

$’0002009 $’000

Unused bankers’ acceptance 1,134 – Unused factoring limit 3,500 3,500Unused bank guarantees – 17

The undrawn borrowing facilities are available for operating activities and to settle other commitments. Borrowing facilities are maintained to ensure funds are available for the operations. A schedule showing the maturity of financial liabilities and unused bank facilities is provided regularly to management to assist monitoring the liquidity risk.


notes to the


31. financial instruments: information on financial risks (continueD)31f. interest rate risk

The interest rate risk exposure is mainly from changes in fixed rate and floating interest rates. The following table analyses the breakdown of the significant financial instruments (excluding derivatives) by type of interest rate:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Financial AssetsFloating rates 467 89 – – Total at end of the year 467 89 – – Financial Liabilities Floating rates 9,853 – – – Fixed rates 6,629 6,037 4,202 5,163Total at end of the year 16,482 6,037 4,202 5,163

Sensitivity analysis:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

A hypothetical variation in interest rates by 100 basis points with all other variables held constant would have an increase/decrease in pre-tax profit (loss) for the year by (160) (59) (42) (52)

The analysis has been performed separately for fixed interest rate and floating interest rate financial instruments. The impact of a change in interest rates on fixed interest rate financial instruments has been assessed in terms of changing their fair values. The impact of a change in interest rates on floating interest rate financial instruments has been assessed in terms of changing their cash flows and therefore in terms of the impact on net expenses. The hypothetical changes in basis points are not based on observable market data (unobservable inputs).


notes to the

122

31. financial instruments: information on financial risks (continueD)31g. foreign currency risk

Analysis of amounts denominated in non-functional currency:


trade and other receivables

total

$’000 $’000 $’000

group2010:Financial Assets: United States dollars 640 3,449 4,089Japanese Yen – 174 174Chinese Renminbi – 195 195At end of the year 640 3,818 4,458


trade and other receivables

total

$’000 $’000 $’000

group 2009:Financial Assets: United States dollars 688 – 688At end of the year 688 – 688

There is exposure to foreign currency risk as part of its normal business.

Sensitivity analysis:

2010 $’000

2009 $’000

A hypothetical 10% strengthening in the exchange rate of the functional $ against all other currencies with all other variables held constant would have a favourable effect on post-tax profit (loss) of (446) (69)

The above table shows sensitivity to a hypothetical 10% variation in the functional currency against the relevant foreign currencies. The sensitivity rate used is the reasonably possible change in foreign exchange rates. For similar rate weakening of the functional currency against the relevant foreign currencies, there would be comparable impacts in the opposite direction on the profit or loss.

The hypothetical changes in exchange rate are not based on observable market data (unobservable inputs). The sensitivity analysis is disclosed for each currency to which the entity has significant exposure at end of the reporting year. The analysis above has been carried out without taking into consideration hedged transactions.

In management’s opinion, the above sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposures do not reflect the exposures during the year.


notes to the


31. financial instruments: information on financial risks (continueD)31h. equity price risk

There are investments in quoted equity shares or similar instruments. As at the end of the reporting year, some equity shares were held in companies listed in the stock exchange (see Note 18). As a result, such investments are exposed to both currency risk and changes in fair value risk. The fair values of those assets are disclosed in Note 18.

Sensitivity analysis: The effect on post tax profit (loss) is not significant.

32. capital commitmentsEstimated amounts committed at end of the reporting year for future capital expenditure but not recognised in the financial statements are as follows:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Commitments to purchase plant and equipment 9,330 1,047 – –

33. operating lease payment commitmentsAt the end of the reporting year, the total of future minimum lease payments under non-cancellable operating leases are as follows:

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Not later than one year 333 425 65 163Later than one year and not later than five years 627 788 13 61Later than five years 502 557 – – Rental expenses for the year 420 466 167 163

Operating lease payments represent rentals payable by the company’s office premises and group for rental of land and worker hostel.

i) The lease from Jurong Town Corporation is for 40 years from 16 March 1980. ii) The lease from Singapore authorities is for 3 years from 15 January 2010.ii) The lease from Beauchamp Industries Pte Ltd for rental of its office premises is for 3 years from 16 March 2008. iv) The lease from City Pacific Resources Pte Ltd for rental of worker hostel is for 1 year from 1 October 2010.

The lease rental terms are negotiated for an average term of 2 years and rentals are subject to an escalation clause but the amount of the rent increase is not to exceed a certain percentage. Such increases are not included in the above amounts.


notes to the

124

34. contingent liabilities

group company 2010

$’0002009 $’000

2010 $’000

2009 $’000

Tax exposure on cash grant 195 222 – – Corporate guarantees on behalf of its subsidiaries to third parties (unsecured) – – 188 5,192

A cash grant was granted unconditionally by certain government authorities. This is for the purpose of assisting one of the subsidiaries to expedite the commencement of the biomass cogeneration plant operations.

The grant was disbursed to the ex-owners of the plant as the subsidiary intended to undertake the above operations has not been 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. Accordingly, the group submitted a nil income tax payable for the year where the grant was received. There is uncertainty whether the tax payable on the grant could be offset against the previous tax losses. The potential tax liability is $195,000 and has not been provided in these financial statements.

35. changes anD aDoption of financial reporting stanDarDsFor the year ended 31 October 2010, the following new or revised Singapore Financial Reporting Standards 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 (Revised)FRS 18 Revenue (Amendments to)FRS 23 Borrowing Costs (Amendments to)FRS 32 Financial Instruments: Presentation and FRS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation (Amendments to)FRS 27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate (Amendments to)FRS 102 Share-based Payment – Vesting Conditions and Cancellations (Amendments to)FRS 103 Business Combinations and consecutive amendments in other FRSs (Revised)

FRS 107 Financial Instruments: Disclosures (Amendments to)FRS 108 Operating SegmentsINT FRS 109 Reassessment of Embedded Derivatives and FRS 39 Financial Instruments: Recognition and Measurement – Embedded Derivatives (Amendments to)INT FRS 113 Customer Loyalty Programs (*)

INT FRS 116 Hedges of a Net Investment in a Foreign Operation (*)

INT FRS 117 Distributions of Non-cash Assets to Owners (*)

INT FRS 118 Transfers of Assets from Customers (*) (*) Not relevant to the entity.


notes to the


35. changes anD aDoption of financial reporting stanDarDs (continueD)The main objective of revising FRS 1 was to aggregate information in the financial statements on the basis of shared characteristics. All owner changes in equity is presented in the statement of changes in equity, separately from non-owner changes in equity. It does not change the recognition, measurement or disclosure of specific transactions and other events required by other FRSs. It introduces a requirement to include in a complete set of financial statements, a statement of financial position as at the beginning of the earliest comparative period whenever the entity retrospectively applies an accounting policy or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements.

36. future changes in financial reporting stanDarDs The following new or revised Singapore Financial Reporting Standards 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) 01.01.2010FRS 7 Statement of Cash Flows (Amendments to) 01.01.2010FRS 17 Leases (Amendments to) 01.01.2010FRS 36 Impairment of Assets (Amendments to) 01.01.2010FRS 39 Financial Instruments: Recognition and Measurement (Amendments to) 01.01.2010FRS 105 Non-current Assets Held for Sale and Discontinued Operations (Amendments to) 01.01.2010FRS 108 Operating Segments (Amendments to) 01.01.2010

(*) Not relevant to the entity.


notes to the

126

STATiSTicSAs at 18 January 2011ecoWise holDings limiteD Registration No: 200209835C (Incorporated in Singapore)

shareholdings

share capitalIssued and paid-up capital : S$42,141,076.00Number of shares : 834,873,727Class of shares : Ordinary sharesVoting rights : One vote per share

Distribution of shareholDings

range of shareholdings

no. of shareholders

%

no. of shares

%

1 - 999 16 0.66 7,417 0.00 1,000 - 10,000 451 18.55 3,116,981 0.3710,001 - 1,000,000 1,909 78.53 181,426,502 21.731,000,001 and above 55 2.26 650,322,827 77.90 2,431 100.00 834,873,727 100.00

shareholDing helD by the publicBased on the information available to the Company as at 18 January 2011, approximately 48.26% 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 27.042 Ma Ong Kee 88,000,000 10.543 Hong Leong Finance Nominees Pte Ltd 47,352,375 5.674 Sun Organization Sendirian Berhad 39,000,000 4.675 Citibank Nominees Singapore Pte Ltd 25,688,000 3.086 CIMB Nominees (S) Pte Ltd 22,500,000 2.707 OCBC Securities Private Ltd 18,391,750 2.208 Phillip Securities Pte Ltd 15,792,461 1.899 Ong Keng Hua Sunny 14,745,275 1.7710 Maybank Nominees (S) Pte Ltd 12,790,900 1.5311 Tan Tiong Beng 11,155,534 1.3412 CIMB Securities (Singapore) Pte Ltd 8,581,447 1.0313 DBS Vickers Securities (S) Pte Ltd 8,176,000 0.9814 Chan Buang Heng 7,604,200 0.9115 Chan Sen Meng 7,600,000 0.9116 Ching Wee Ling (Zhong Huiling) 7,468,000 0.8917 Lee Thiam Seng 6,364,100 0.7618 Toh Ah Tee 6,045,000 0.7219 United Overseas Bank Nominees Pte Ltd 4,957,810 0.5920 Wee Yiap Fook San 4,424,000 0.53 582,366,227 69.75


STATiSTicSAs at 18 January 2011ecoWise holDings limiteD Registration No: 200209835C (Incorporated in Singapore)

shareholdings

substantial shareholDers as at 18 January 2010

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 35.12 - -2 Ma Ong Kee 88,000,000 10.54 - - 3 Lee Thiam Seng 31,864,100 1 3.82 293,229,375 2 35.124 Sunny Ong Keng Hua 14,745,275 1.77 293,229,375 3 35.12

notes:(1) 25,500,000 Shares of which are held through Citibank Nominees Singapore 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 35.12% 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 35.12% 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.

expiry of ecoWise Warrants (W101121)The ecoWise Warrants (W101121) had expired on Friday, 19 November 2010 in accordance to the Deed Poll.

128

notice is hereby given that the 2011 Annual General Meeting of the shareholders of the Company will be held at 17 Kallang Junction #04-03 Singapore 339274 on Monday, 28 February 2011 at 10.00 a.m. to transact the following businesses:

orDinary business1. 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 2010. resolution 1 2. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association:- a) Mr Lee Thiam Seng (Article 107) resolution 2 b) Mr Ong Teck Ghee (Article 107) resolution 3 c) Mr Low Kian Beng (Article 117) resolution 4 Mr Ong Teck Ghee shall, upon re-election as Director of the Company, remain as a Chairman of the Nominating Committee

and as a member of the Audit Committee and Remuneration 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 95,000/- for the year ended 31 October 2010. resolution 5 4. To re-appoint Messrs RSM Chio Lim LLP as Auditors and to authorise the Directors to fix their remuneration.

resolution 6

special businessTo 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 7

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

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

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

ANNuAL GENERAL MEETiNGecoWise holDings limiteD Registration No: 200209835c (incorporated in Singapore)

notice of


(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force,

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per cent (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty per cent (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

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

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

(b) new shares arising from exercising share options or vesting of share awards which are 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 a 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 8

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 fifteen per cent (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.


notice of

130

explanatory notes:(i) The Ordinary Resolution proposed in resolution 7 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, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, 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 up to 20% may be issued other than on a pro rata basis to 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 any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.

(ii) The proposed resolution 8 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 fifteen per cent (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: 11 February 2011

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.

130


notice of


total number of shares held

I/We of

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

Signed this day of 2011

Signature or Common Seal of shareholder

name

address

nric/ passport number

proportion of shareholdings

no. resolutions for against

1 Audited Financial Statements for the year ended 31 October 2010 together with the reports of Directors and Auditors

2 Re-election of Mr Lee Thiam Seng as Director

3 Re-election of Mr Ong Teck Ghee as Director

4 Re-election of Mr Low Kian Beng as Director

5 Approval of Directors’ fees for the year ended 31 October 2010

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

7 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

8 Approval of the ecoWise Performance Share Plan (“Share Plan”)

name

address

nric/ passport number

proportion of shareholdings

and/or (delete as appropriate)

as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the 2011 Annual General Meeting of the Company to be held on Monday, 28 February 2011 at 17 Kallang Junction #04-03 Singapore 339274 at 10.00 a.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.

FoRMecoWise holDings limiteD Registration No: 200209835c (incorporated in Singapore)

proxy

132

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.

FoRMecoWise holDings limiteD Registration No: 200209835c (incorporated in Singapore)

proxy

Sources:1. Intergovernmental Panel on Climate Change (IPCC)2. Carl Sagan, Astronomer and Astrophysicist3. National Oceanic and Atmospheric Administration4. World Population Prospects: The 2008 Revision Population Database5. International Water Management Institute6. European Commission - Enterprise and Industry, Online Magazine7. Lee Hannah, a climate change biologist with Conservation International’s Center

Footnote:* Scarce resources include clean air, clean water, food, precious metals, rare earth, energy that are vital for a sustainable living hood for the human population.

ecoWise Holdings LimitedCo. Reg: 200209835C

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

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