penton international ltd annual reportlibapps2.nus.edu.sg/nus_hlc/annrep/penton2006.pdf · penton...

PENTON INTERNATIONAL LTD ANNUAL REPORT

FINANCIAL YEAR ENDED 31 DECEMBER 2006

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CONTENTS Corporate Data I Chairman’s Statement II Board of Directors and Key Management III – V Report on Corporate Governance VI – X Report of the Directors 1 - 3 Statement by the Directors 4 Independent Auditors’ Report 5 - 6 Financial Statements 7 - 45 Analysis of Ordinary Shareholdings 46 - 47 Notice of Annual General Meeting 48 – 49 Proxy Form

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Registration Number 200003044C

DIRECTORS The Tje Min Chairman Abdul Khader Mohamed Ismail Managing Director Dr Wong Kwei Cheong Independent Director Khor Peng Soon Independent Director Nadeem Akhtar Independent Director William Yiu (Appointed on 1 March 2007) Executive Director COMPANY SECRETARY Mrs Sabrina Ruskin LL.B. (Hons) A.C.I.S REGISTERED OFFICE 10 Anson Road #19-06A International Plaza Singapore 079903 AUDITORS Pannell Kerr Forster LLP (Singapore) 152 Beach Road #24-03 Gateway East Singapore 189721 Partner-in-charge: David Tong (Appointed since 2006) BANKERS Malayan Banking Berhad

2 Battery Road Maybank Tower Singapore 049907 DBS Bank Ltd 2 Malacca Street #01-00 Royal Brothers Building Singapore 048980 SHARE REGISTRAR Lim Associates (Pte) Ltd 3 Church Street #08-01 Samsung HUB Singapore 049483

II



CHAIRMAN’S STATEMENT

Dear Shareholders I would first of all like to thank all Shareholders and Stakeholders of the Company for your patience, valuable support and encouragement during FY 2006. As you all know, Management functions best when it knows that it has your backing as well as that of the Board. This is especially so when the Company is embarking on the challenging task of building a business platform that must satisfy all the conditions set by the SGX for a lifting of the suspension of trading in its shares. I said in last year’s Annual Report that, whilst the Company had come to the conclusion that it was not in the interest of the Company or Shareholders to persist trying to develop the coal mines in Jambi, Indonesia, it was nevertheless hopeful that it would be able to work with the holders of a number of other mining concessions in Indonesia to build a mining and mineral business in conjunction with our existing marble quarry operations in Sulawesi, Indonesia. However this strategy has now been superseded by events. Management has since recommended to the Board and the Board has agreed that the best plan going forward is to source a candidate with a viable and profitable business to undertake a Reverse Take Over (RTO) of the Company. Management and the Board believe that this is the quickest and best way to return value to our existing Shareholders. Accordingly, the Company has come to an agreement with the Loan Note holders of the marble quarry to return the marble quarry assets to them in exchange for the cancellation of the Loan Notes. Henceforth, the entire efforts of Management and the Board will be directed towards a RTO. I can report that we are currently in discussions with a number of potential candidates who have expressed an interest in a RTO. At this time, it is premature to speculate on when a successful outcome can be achieved as Management and the Board will have to first work towards ensuring that the interests of Shareholders are protected in any RTO. At an appropriate time, I will call for an Extraordinary General Meeting to obtain Shareholders approval as a condition precedent. Finally, please join me in welcoming back Mr William Yiu who has kindly agreed to accept the Company’s invitation to re-join the Board as an Executive Director on 1 March 2007. Mr Yiu, who had previously served on the Board in 2004, brings with him many years of business experience and a wide range of business contacts in China, Hong Kong and Indonesia. As such, he will be able to help the Board evaluate and negotiate opportunities for a RTO and most importantly, to assist the Board to bring the process to a conclusion that is both timely and beneficial for all Shareholders. The Tje Min Chairman 11 June 2007

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FINANCIAL PERIOD ENDED 31 DECEMBER 2006

BOARD OF DIRECTORS

The Tje Min, 53, Chairman B.Sc. Business Administration, University of California (Berkeley) Mr. The Tje Min was appointed Chairman and Executive Director of the company on 3 November 2004. He holds a Bachelor of Science in Business Administration from University of California Berkeley, USA and has more than 25 years of working experience in both financial and commercial sectors. He started his career in Citibank, Jakarta in September 1978 and after 5 years there he moved on to Lippo bank where he worked his way up to become senior managing director in April 1989. William Yiu King Sing, 54, Executive Director M.A (Cantab), Dip. Arch, University of Cambridge Mr. William Yiu was appointed Executive Director of the company on 1 March 2007 (previously on the Board from 27 Nov 2003 to 3 Nov 2004). He holds a Master of Arts from Cambridge University and is a professional Architect by training. He has more than 25 years of working experience in both financial and property sectors in the region. He is a serial entrepreneur in various companies and projects focussing on property development, education and multimedia. Abdul Khader Mohamed Ismail (AKM Ismail), 45, Managing Director B.Engineering (Electrical & Electronics), National University of Singapore Mr. AKM Ismail was appointed to the board as its Managing Director on 23 November 2003. He graduated from National University of Singapore with an Honors degree in Electrical and Electronic engineering in 1984. He started his career in DBS Bank as a trainee officer in International loans and worked there to rise through the ranks to become the Assistant Vice President in one of the Real Estate teams. In 1993, he moved to Citibank where he later first became the Vice President in the Real Estate team then Head of Offshore Loans and then Head of Restructuring and Recapitalisation department. In May 2001, he left Citibank to form Regional Capital in Partnership with Mr. Robert Tan to focus on restructuring business. In 2003, he also became the Managing Director of Asia Pacific Investments plc which focuses on the companies which have cross-border investments.

IV

Dr. Wong Kwei Cheong, 65, Independent Director B Sc (Hons), PhD in Solid State Physics (UK) Dr. Wong has been an independent Director since 30 January 2004. He completed a distinguished political career with the government of Singapore where he was the Minister of State for Trade and Industry before joining the private sector. He has served as a member of parliament in the Singapore government as well as the Chairman of the former National Productivity Board and Vicom Pte Ltd. He was also the Chairman of Singapore Tourist Promotion board in 1985 and Aiwa Singapore in the 1970’s. From 1986 to 1993, he worked as an associate professor at the school of management in the University of Singapore. Dr Wong presently runs his own business. He has been an independent director of several listed companies and is currently director of two other listed companies. He chairs the Audit Committee and is a member of both the Nominating and Remuneration committee. Khor Peng Soon, 57, Independent Director Master of Engineering Science, University of New South Wales Mr Khor Peng Soon was appointed to the Board as its Independent Director of the company on 18 Jul 2005. A Colombo Plan Scholar, he graduated from University of Auckland, New Zealand with a Bachelor of Engineering (Mechanical) with a First Class Honours. He later graduated with a Masters of Engineering Science (Industrial Engineering) from the University of New South Wales, Australia. He currently serves as an Independent Director, Member of Audit, Remuneration & Nomination Committees on the board of OSIM International Ltd and Independent Director, Chairman Remuneration Committee, member Audit & Nomination Committees on the board of Global Active ltd. He was previously Managing Director (Strategic Development) of Temasek Holdings (Pte) Ltd, an Asia Investment company established in 1974 that manages a diversified global portfolio of S$90 billion, spanning Singapore, Asia and the OECD economies. Prior to that he also worked overseas for several years and was formerly the Centre Director for the EDB in New York. His experience will greatly enhance that Board’s ability to chart the growth of the Company. He chairs the Remuneration Committee and is a member of both the Audit Committee and the Nominating Committee. Nadeem Akhtar, 34, Independent Director LLB (Hons) In Business Law, London Guildhall University Mr Nadeem Akhtar, a UK citizen, qualified to practice in UK as a lawyer in 1999 and now specialises in corporate and commercial law, mergers and acquisitions, corporate finance, intellectual property, information technology, corporate reorganisation and employment law. In 2004, he started his own law firm where his clients range from SME’s to major UK and international companies. He was appointed to the Board on 25 July 2005. He chairs the Nominating Committee and is a member of both the Audit and Remuneration committee.

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KEY MANAGEMENT The Tje Min, 53, Chairman B.Sc. Business Administration, University of California (Berkeley) Mr. The Tje Min was appointed Chairman and Executive Director of the company on 3 November 2004. He holds a Bachelor of Science in Business Administration from University of California Berkeley, USA and has more than 25 years of working experience in both financial and commercial sectors. He started his career in Citibank, Jakarta in September 1978 and after 5 years there he moved on to Lippo bank where he worked his way up to become senior Managing Director in April 1989. William Yiu King Sing, 54, Executive Director M.A (Cantab), Dip. Arch, University of Cambridge Mr. William Yiu was appointed Executive Director of the company on 1 March 2007 (previously on the Board from 27 Nov 2003 to 3 Nov 2004). He holds a Master of Arts from Cambridge University and is a professional Architect by training. He has more than 25 years of working experience in both financial and property sectors in the region. He is a serial entrepreneur in various companies and projects focussing on property development, education and multimedia. He is currently assisting the Board in analyzing Reverse Take Over opportunities especially in the Real Estate Sector where he has a wealth of experience. Abdul Khader Mohamed Ismail (AKM Ismail), 45, Managing Director B.Engineering (Electrical & Electronics), National University of Singapore Mr AKM Ismail was appointed to the board as its managing Director on 23 November 2003. He graduated from National University of Singapore with an Honors degree in Electrical and Electronic engineering 1984. He started his career in DBS Bank as a trainee officer in International loans and worked there to rise through the ranks to become the Assistant Vice President in one of the Real Estate teams. In 1993, he moved to Citibank where he later first became the Vice President in the Real estate team then Head of Offshore Loans and then Head of the Restructuring and Recapitalisation department. In May 2001, he left to form Regional Capital in partnership with Mr Robert Tan to focus on restructuring business. In 2003, he also became the managing Director of Asia Pacific Investments plc with focuses on the companies which have cross-border investment. He owns 51% of Regional Capital which directly owns 480,833,333 shares in the Company which represents about 65.89% of the equity. He also owns an additional 4.5 million shares on behalf of Regional Capital thereby making him the controlling shareholder of the company. Rashid Thaiyar, 49, Chief Financial Officer Mr Rashid Thaiyar obtained his Chartered Institute of Management Accountants (UK) in London during the period 1981 – 1986. He started his career in Singer (Sri Lanka) as an Assistant Accountant and later moved on to become the Internal Audit Manager. He has a number of jobs ranging to Internal Audit to Management Accounts in a number of companies in London, Sri Lanka, Singapore and Dubai. More recently, he has been the Financial Controller of Almasa Group which has interests in Electronics, Computer peripherals and Property. He has also been the Director – Finance and Operations (Middle East and Asia) of Siemens Mobile in Dubai.

VI



REPORT ON CORPORATE GOVERNANCE

In upholding the values of transparency, accountability and integrity, the Company adheres to the principles set out in the new Code of Corporate Governance 2005 (the “Code”). In areas where the Company deviates from the Code, the rationale is provided. BOARD’S CONDUCT OF AFFAIRS Principle 1: Effective Board to lead and control the Company The Board sets broad and overall business objectives of the Group, provides guidance to and monitors the performance of management. The Board meets regularly and as warranted by particular circumstances, as deemed appropriate by the board members. During the financial year 2006, the Board reviews and advises on overall strategy and objectives and monitors business performance. The Board works with Management to achieve this and the Management remains accountable to the Board. The Company’s Articles of Association permits the conduct of meetings by telephone conferencing which were held to deliberate on various matters of the Group including annual budget, review of financial results and proposals from potential investors. All major decisions are made by the Board and independent directors’ opinions and decisions are sought. For effective and efficient execution of its responsibilities, the Board has established and delegated certain functions to the Audit Committee, Remuneration Committee and Nominating Committee. Any newly appointed director will be given an orientation program to ensure familiarity with the Company’s business and governance practices. At meetings and as when necessary, the Directors are kept updated on relevant new laws and regulations which are adopted by the Board where applicable. BOARD COMPOSITION AND BALANCE Principle 2: Strong and independent element on the Board The Board comprises six members, three of whom are executive and three are non-executive independent directors. By having three independent directors, there is a strong independent element on the Board which enable independent business judgement for the best interest of the Company. Executive Directors: Mr The Tje Min, Chairman Mr. William Yiu Mr. AKM Ismail Non-Executive, Independent Directors: Dr. Wong Kwei Cheong Mr. Khor Peng Soon Mr. Nadeem Akhtar The Company is of the view that the experience, knowledge and expertise of the existing members of the Board as a group provide core competencies necessary to facilitate effective decision making, taking into account the scope and nature of the Company’s operations. The experience and qualifications of the Board members are set out in the section “Board of Directors” of this Annual Report.

VII

CHAIRMAN AND MANAGING DIRECTOR Principle 3: Clear division of responsibilities at the top of the Company The Company has a Managing Director instead of a Chief Executive Officer. The Chairman and Managing Director are separate persons to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making. The Chairman manages the business of the Board and Board committees which assist in ensuring compliance with Company’s guidelines on corporate governance. In consultation with the Managing Director, the Chairman sets Board and Board Committee meetings at appropriate intervals during the year. The Managing Director, with executive responsibilities, manages the Group’s day-to-day operations. BOARD MEMBERSHIP Principle 4: Formal and transparent process for appointment of new directors The Nominating Committee (“NC) comprises entirely of non-executive independent directors, namely, Mr. Nadeem Akhtar, Chairman, Dr. Wong Kwei Cheong and Mr. Khor Peng Soon. The NC makes recommendations to the Board on all nominations for appointments and re-appointments to the Board and the Board Committees, having regard to the director’s contribution and performance. The NC makes an annual assessment of the independence of directors in accordance with the guidelines set out in the Code. The Company’s Articles of Association provides that save for the Managing Director, at least one-third of the directors shall retire from office by rotation and that a retiring director shall be eligible for re-election. The NC thus reviews and recommends to the Board and shareholders, the nomination of directors for re-election at AGMs. The NC has considered the re-nomination of retiring directors at the forthcoming Annual General Meeting (“AGM”) of the Company, and taking into account the contribution, performance and/or expertise of the retiring directors, the NC recommends to the Board and shareholders, their re-nomination and re-election as directors. BOARD PERFORMANCE Principle 5: Formal assessment of the effectiveness of the Board and contribution by each director The Company is of the view that the Board has performed well in steering the Company through difficult times, having successfully completed various restructuring exercises during the last few years. The Board is satisfied with each director’s contribution and/or his level of participation in various Board Committees. At an appropriate time, the NC hopes to implement a formal evaluation process to assess the effectiveness of the Board as a whole and the contribution of each individual director to the effectiveness of the Board. ACCESS TO INFORMATION Principle 6: Board members to have complete, adequate and timely information On an on-going basis and prior to Board meetings, members of the Board are provided with appropriate relevant materials to facilitate the Board to make informed decisions. The Board has separate and independent access to the Company’s senior management and the company secretary. In addition, the Board or Independent Directors may seek independent professional advice if necessary at the Company’s expense. The company secretary assists the Chairman in the preparation of Board meetings and attendances thereof as well as overseeing compliance matters.

VIII

REMUNERATION MATTERS Principle 7: Formal and transparent procedure for fixing remuneration packages of directors The Remuneration Committee (“RC”) comprises entirely of non-executive independent directors, namely, Mr. Khor Peng Soon, Chairman, Dr. Wong Kwei Cheong and Mr. Nadeem Akhtar. The RC in consultation with the Chairman of the Board reviews and recommends to the Board for endorsement, the remuneration packages of all executive directors and senior management of the Group and non-executive directors’ fees which are subject to shareholders’ approval at an AGM. LEVEL AND MIX OF REMUNERATION/DISCLOSURE ON REMUNERATION Principle 8: Level of remuneration of directors should be appropriate, not excessive Principle 9: Remuneration policy, level and mix of remuneration and procedure for setting remuneration Whilst the Code encourages companies to fully disclose the remuneration of each individual director and at least the top 5 executives of the Company, the Board is of the opinion that details of remuneration of individual directors and key executives are confidential and disclosure of such information would not be in the interest of the Company. Nonetheless, during the year under review, there are no directors or key executives earning more than $250,000. There is also no employee who is related to a director and whose remuneration exceeds S$150,000 in the Group’s employment. ACCOUNTABILITY AND AUDIT Principle 10: Accountability of the Board and management The Board is accountable to the shareholders whilst the Management is accountable to the Board. Thus, the half-year and full-year financial results with performance review and commentaries on prospects by the Management were reviewed by the Board and released to the shareholders through SGXNET during the year under review. The Management has made available to the Board, all adequate and timely information prior to meetings and on an on-going basis. AUDIT COMMITTEE (“AC”) Principle 11: Establishment of audit committee with written terms of reference The AC was established in January 2004 and is regulated by its charter which is subject to review from time to time by the Board. The AC comprises entirely of non-executive, independent directors, namely, Dr Wong Kwei Cheong, Chairman, Mr Khor Peng Soon and Mr Nadeem Akhtar, all of whom are qualified professionals in their respective fields. The Board is of the opinion that the members have sufficient financial management expertise and/or experience to discharge their duties. The AC meets half-yearly and as and when deemed appropriate to carry out its functions which are set out in the Report of the Directors. The AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by Management, full discretion to invite any director or executive officer to attend its meetings and has been given adequate resources to enable it to discharge its functions properly. The AC oversees the scope and results of external audit and its cost effectiveness and the independence and objectivity of the external auditors annually. For the financial under review, the AC has reviewed all non-audit services provided by the Company’s existing external auditors, Pannell Kerr Forster LLP, and is satisfied with their independence and objectivity. The AC has recommended to the Board the re-appointment of Messrs. Pannell Kerr Forster LLP as the Company’s external auditors for the financial year 2007, at the forthcoming AGM of the Company.

IX

INTERNAL CONTROLS Principle 12: Sound system of internal controls The Board ensures that the Management maintains a system of internal controls for companies within the Group to safeguard assets, ensure that operational controls, financial risk management objectives and policies and compliance controls are adequately met and that proper accounting records are maintained. The AC reviews regularly as deemed fit, operational controls and annually the external auditors’ audit plan and their evaluation of the system of internal controls as well as the internal auditor’s report and management’s responses and ensures that if necessary, corrective actions are taken on a timely basis. The Board is satisfied that with close monitoring by the Management, the AC, the external and internal auditors’ reviews and recommendations and timely corrective actions taken when necessary, the Group’s internal control system is adequate to safeguard shareholders’ investments and the Company’s assets. INTERNAL AUDIT (“IA”) Principle 13: Establishment of an independent internal audit function Currently the Company does not have an Internal Auditor. The Company has entrusted the AC to review the appointment of an Internal Auditor. COMMUNICATION WITH SHAREHOLDERS Principle 14: Regular, effective and fair communication with shareholders In line with continuous disclosure obligations, the Company is committed to regular and proactive communication with shareholders. It is the Board’s policy that shareholders be informed of all major developments that impact the Group. Principle 15: Shareholder participation at AGMs At AGMs, shareholders have the opportunity to participate effectively by expressing their views and asking the Board and management questions on the Company’s operations. They can vote in person or in absentia, by proxy. The external auditors are present at AGMs to assist the directors in addressing any relevant queries by shareholders. SECURITIES TRANSACTIONS The directors and key executives of the Group have complied with the set of guidelines modelled on the SGX-ST Best Practices Guide and adopted by the Company to govern the dealings in securities by directors and officers of the Group. In accordance with the guidelines, directors and key executives of the Group are not permitted to deal in the Company’s shares during the periods commencing one month before the announcement of the Group’s half-year or annual results and ending on the date of the announcement of the relevant results. INTERESTED PERSON TRANSACTION AND MATERIAL CONTRACTS The Group confirms that there were no interested person transaction and material contracts during the financial year under review.

X

ATTENDANCE OF MEETINGS For the period 1 January 2006 to 31 December 2006, there were 3 board meetings where all directors participated and 3 audit committee meetings. There are no formal nominating committee or remuneration committee meetings conducted. On behalf of the directors, The Tje Min Chairman 11 June 2007

PENTON INTERNATIONAL LTD Company Registration No. 200003044C

(Incorporated in Singapore) AND ITS SUBSIDIARIES

REPORTS AND FINANCIAL STATEMENTS FOR FINANCIAL YEAR ENDED 31 DECEMBER 2006



REPORTS AND FINANCIAL STATEMENTS FOR FINANCIAL YEAR ENDED 31 DECEMBER 2006

C O N T E N T S

Page Report of the Directors 1 - 3 Statement by the Directors 4 Independent Auditors’ Report 5 - 6 Balance Sheets 7 Consolidated Income Statement 8 Statement of Changes in Equity 9 - 10 Consolidated Cashflow Statement 11 - 12 Notes to the Financial Statements 13 – 45

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REPORT OF THE DIRECTORS The directors are pleased to present their report to the members together with the audited financial statements of the Company and the Group for the financial year ended 31 December 2006. The statement by directors and the attached financial statements are deemed to be part of this report under Section 201 of the Companies Act, Cap. 50. DIRECTORS The directors of the Company in office at the date of this report are: THE TJE MIN WONG KWEI CHEONG ABDUL KHADER MOHAMED ISMAIL KHOR PENG SOON NADEEM AKHTAR WILLIAM YIU (Appointed on 1 March 2007) DIRECTORS’ CONTRACTUAL BENEFITS Since the end of the previous financial period, no director has received or become entitled to receive a benefit required to be disclosed by Section 201(8) of the Singapore 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 accompanying financial statements. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits through the acquisition of shares in, or debentures of, the Company or any other body corporate. DIRECTORS’ INTEREST IN SHARES OR DEBENTURES According to the register of directors’ shareholdings kept by the Company for the purposes of Section 164 of the Companies Act, Cap. 50, the directors of the Company holding office at the end of the financial year, had an interest in shares of the Company as detailed below:-

Held by directors Deemed to have an interest

At beginning of the year

At end of year

At beginning of the year

At end of year

AKM Ismail 4,500,000 4,500,000 480,833,333 480,833,333

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REPORT OF THE DIRECTORS SHARE OPTIONS The options for 6,850,913 shares (2005: 6,850,913) of S$0.005 (2005: S$0.005) per share had lapsed as no option was exercised during the option exercise period which expired on 6 December 2006. Accordingly there were no options outstanding as at 31 December 2006. AUDIT COMMITTEE The members of the Audit Committee during the year end at the end of the financial year were as follows: WONG KWEI CHEONG (Chairman – Independent) KHOR PENG SOON (Independent) NADEEM AKHTAR (Independent) The Audit Committee carries out its functions in accordance with Section 201 B(5) of the Singapore Companies Act, Cap.50, the Listing Manual and the Code of Corporate Governance and performs the following :- (a) reviews with the external auditors the audit plan, their evaluation of the system of internal accounting

controls, their letter to management and the management’s response; (b) reviews the half-yearly and annual financial statements and the balance sheet and income statement

before submission to the Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from audit, compliance with accounting standards and compliance with SGX-ST Listing Manual and other relevant statutory or regulatory requirements;

(c) reviews the internal control procedures and ensure co-ordination between the external auditors and the

management, and reviews the assistance given by the management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of the management, where necessary);

(d) reviews and discusses with the external auditors any suspected fraud or irregularity, or suspected

infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Company’s operating results or financial position, and the management’s response;

(e) considers the appointment and re-appointment of the external auditors and matters relating to the

resignation or dismissal of the auditors; (f) reviews interested person transactions (if any) falling within the scope of Chapter 9 of the SGX-ST

Listing Manual; (g) reviews potential conflicts of interest, if any;

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REPORT OF THE DIRECTORS AUDIT COMMITTEE (continued) (h) undertakes such other reviews and projects as may be requested by the Board and when required, will

report to the Board its findings from time to time on matters arising and requiring the attention of the Audit Committee; and

(i) generally undertakes such other functions and duties as may be required by statute or the SGX-ST

Listing Manual, or by such amendments as may be made thereto from time to time. It held four meetings during the financial year. No non-audit fee was paid to auditors for the year ended 31 December 2006. The Audit Committee has recommended to the Board that the auditors, Pannell Kerr Forster LLP (formerly known as Pannell Kerr Forster) be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. AUDITORS The auditors Pannell Kerr Forster LLP (formerly known as Pannell Kerr Forster) have expressed their willingness to accept re-appointment. On behalf of the Board of Directors ABDUL KHADER MOHAMED ISMAIL NADEEM AKHTAR Director Director 11 June 2007

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STATEMENT BY THE DIRECTORS In the opinion of the Directors:- (a) financial statement of the Group as set out on pages 7 to 45 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 December 2006 and of the results of the business and cash flows of the Group, and the changes in equity of the Company and the Group for the financial year ended on that date; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its

debts as and when they fall due. The Board of Directors has, on the date of this statement, authorised these financial statements for issue. On behalf of the Board of Directors ABDUL KHADER MOHAMED ISMAIL NADEEM AKHTAR Director Director 11 June 2007

5

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF


(Incorporated in Singapore) Report on the Financial Statements We have audited the accompanying financial statements set on pages 7 to 45 of PENTON INTERNATIONAL LTD for the year ended 31 December 2006, which comprise the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company. Directors’ Responsibility for the Financial Statements The Company’s directors are 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: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ 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 as to whether the financial statements are free from material misstatement. An audit includes performing procedures to obtain 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 directors, 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.

6

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF


(Incorporated in Singapore) Opinion In our opinion, (a) the consolidated financial statements of the Group, the balance sheet and the statement of changes in

equity of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 (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 December 2006 and the results, changes in equity and cash flows of the Group and of 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 have been properly kept in

accordance with the provisions of the Act. Pannell Kerr Forster LLP Certified Public Accountants Singapore 11 June 2007

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BALANCE SHEETS AS AT 31 DECEMBER 2006

Group Company Note 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Assets Non-current assets Coal mine concessions 3 - 746,101 - - Marble quarry 4 - 5,000,000 - - Property, plant and equipment 5 31,654 1,146,158 18,520 50,310 Investment in subsidiaries 6 - - 888,807 554,153 Other receivables 7 - 120,137 - - Amount due from subsidiaries 8 - - - 5,000,000 Deferred tax assets 9 - 49,695 - - Total non-current assets 31,654 7,062,091 907,327 5,604,463 Current assets Inventories 10 - 148,569 - - Trade and other receivables 11 46,327 295,658 13,367 30,163 Amounts due from subsidiaries 8 - - - 434,379 Cash and cash equivalents 12 922,548 2,320,395 75,912 1,892,341 968,875 2,764,622 89,279 2,356,883 Non-current asset held for sale 4,8 5,000,000 - 5,000,000 - Loan note payable attached to non-current asset held for sale 17 (5,000,000) - (5,000,000) - - - - - Total current assets 968,875 2,764,622 89,279 2,356,883

Total assets 1,000,529 9,826,713 996,606 7,961,346 Equity and Liabilities Equity attributable to equity holders of the company Share capital 13 11,576,502 3,648,974 11,576,502 3,648,974 Share premium 14 - 7,927,528 - 7,927,528 Reserves 15 (10,660,857) (9,106,436) (10,660,857) (9,302,614) 915,645 2,470,066 915,645 2,273,888 Minority interests - 328,875 - - Total equity 915,645 2,798,941 915,645 2,273,888 Liabilities Non-current liabilities Other long-term payables 16 - 1,152,336 - - Loan notes payable 17 - 5,000,000 - 5,000,000 Total non-current liabilities - 6,152,336 - 5,000,000 Current liabilities Trade and other payables 18 84,884 712,741 72,545 591,577 Finance lease liabilities 19 - 17,066 - - Amount due to subsidiary 8 - - 8,416 - Provision for income tax - 145,629 - 95,881 Total current liabilities 84,884 875,436 80,961 687,458

Total liabilities 84,884 7,027,772 80,961 5,687,458 Total equity and liabilities 1,000,529 9,826,713 996,606 7,961,346

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

8



CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006

Continuing operations Discontinued operations Total Consolidated

Note

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ S$ S$ S$ S$ Revenue 20 - - 356,988 259,422 356,988 259,422 Cost of sales - - (201,463) (167,029) (201,463) (167,029) Gross Profit - - 155,525 92,393 155,525 92,393 Other income 21 75,214 565,640 2,276 7,497 77,490 573,137 Depreciation 5 (38,340) (23,632) (14,918) (90,704) (53,258) (114,336) Administrative expenses (346,756) (366,823) (269,586) (253,071) (616,342) (619,894) Impairment loss for coal mine concession - - - (618,830) - (618,830) Other operating expenses (289,537) (349,183) (224,092) (3,114) (513,629) (352,297) Expense under corporate guarantees issued - (455,000) - - - (455,000) Negative Goodwill recognised 26 - - - 764,589 - 764,589 Investment in deconsolidated subsidiary written off 6 - - (247,847) - (247,847) - Amount due from deconsolidated subsidiaries written off 8 - - (314,637) - (314,637) - Loss before taxation 22 (599,419) (628,998) (913,279) (101,240) (1,512,698) (730,238) Taxation 24 - - - 6,008 - 6,008 Loss for the year / period (599,419) (628,998) (913,279) (95,232) (1,512,698) (724,230) Attributable to : Equity holders of the parent (599,419) (628,998) (862,259) (48,828) (1,461,678) (677,826) Minority interest - - (51,020) (46,404) (51,020) (46,404) (599,419) (628,998) (913,279) (95,232) (1,512,698) (724,230)

Loss per share from continuing operations attributable to the equity holders of the Company (cents) – (Note 25) -Basic (0.08) (0.09) -Diluted (0.08) (0.09)

Loss per share from discontinued operations attributable to the equity holders of the Company (cents) – (Note 25)

-Basic (0.12) (0.01) -Diluted (0.12) (0.01)


9



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2006

GROUP Share

Capital Share

Premium Translation

Reserve Accumulated

Losses

Attributable to Equity Holders of the Company

Minority Interest Total

S$ S$ S$ S$ S$ S$ S$

At 1 May 2005 3,363,974 6,487,528 - (8,371,498) 1,480,004 - 1,480,004

Issue of shares 285,000 1,440,000 - - 1,725,000 - 1,725,000

Acquisition of subsidiary companies - - - - - 405,056 405,056 Translation differences relating to Financial Statements of foreign Subsidiaries - - (57,112) - (57,112) (29,777) (86,889)

Net loss for year ended 31 December 2005 - - - (677,826) (677,826) (46,404) (724,230)

At 31 December 2005 and 1 January 2006 3,648,974 7,927,528 (57,112) (9,049,324) 2,470,066 328,875 2,798,941

Transfer pursuant to Companies’ Act Amendment 7,927,528 (7,927,528) - - - - -

Net loss for year ended 31 December 2006 - - 9,383 (1,461,678) (1,452,295) (51,020) (1,503,315)

Net loss on deconsolidation - - 49,671 (151,797) (102,126) (277,855) (379,981)

At 31 December 2006 11,576,502 - 1,942 (10,662,799) 915,645 - 915,645

10



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2006

COMPANY Share

Capital Share

Premium Accumulated

Losses Total

Equity S$ S$ S$ S$ At 1 May 2005 3,363,974 6,487,528 (8,371,498) 1,480,004 Issue of Shares 285,000 1,440,000 - 1,725,000 Net Loss for 31 December 2005 - - (931,116) (931,116) At 31 December 2005 and 1 January 2006 3,648,974 7,927,528 (9,302,614) 2,273,888 Transfer pursuant to Companies’ Act Amendment 7,927,528 (7,927,528) - - Net Loss for the year - - (1,358,243) (1,358,243) At 31 December 2006 11,576,502 - (10,660,857) 915,645

11



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006

Note

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ Cash flows from operating activities Loss before Tax (1,512,698) (730,238) Adjustments for: Interest Income (19,854) (12,326) Negative Goodwill Recognised - (764,589) Depreciation 5 38,340 114,336 Impairment Loss for Coal Mine Concession - 618,830 Settlement of Liability under Corporate Guarantee - 125,000 Provision for Liability under Corporate Guarantee - 330,000 Currency Realignment 9,383 (73,561) Reversal of excess provision for liabilities (130,675) - Loss from discontinued operation 913,279 - Operating cash flow before Working Capital changes (702,225) (392,548) Changes in Working Capital: Inventories - 1,432 Trade and other receivables (15,980) 93,898 Trade and other payables (381,393) (87,305) Cash used in operations (1,099,598) (384,523) Income Taxes Paid (95,881) (49,749) Net cash used in operating activities (1,195,479) (434,272) Cash flows from investing activities Interest Received 19,854 12,326 Payment to acquire plant and equipment 5 (15,882) (136,440) Acquisition of Mining Concession at Cost - (19,868) Net Cash Outflow on Acquisition of Subsidiaries 26 - (514,569) Advances to subsidiaries disposed of and deconsolidated (50,755) - Net Cash Outflow arising from deconsolidation and disposal of Subsidiaries (see Note a(ii) below)

(155,585) -

Net cash used in Investing Activities (202,368) (658,551) Cash flows from financing activities Payment for Finance Lease Obligations - (8,443) Proceeds from Issue of Shares - 1,600,000 Contributions from Minority Shareholders of Subsidiary Companies - 85,423 Net Cash generated from Financing Activities - 1,676,980 Net (decrease) / increase in cash and cash equivalents (1,397,847) 584,157 Cash and cash equivalents at beginning of year / period 2,320,395 1,736,238 Cash and cash equivalents at end of year / period 12 922,548 2,320,395


12



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 (CONT’D) Note (a) The effects on the Group’s cash flows arising from the deconsolidation and disposal of subsidiaries are shown in the statement of cash flow as a single item. i) The fair values of the assets and liabilities deconsolidated and disposed of are set out below: S$ Investment in deconsolidated subsidiary 1,021,746 Property, plant and equipment (Note 5) (1,092,047) Marble Quarry (Note 4) (5,000,000) Coal mine Concession (Note 3) (746,101) Employee receivable (Note 7) (12,751) Receivable from shareholders (Note 7) (107,386) Deferred tax assets (Note 9) (49,695) Inventory (Note 10) (148,569) Amount due from related party (89,572) Other receivables and prepayments (125,729) Cash and bank balances (155,585) Other payables and accruals 111,594 Obligations under lease (Note 19) 17,066 Local taxes payable (Note 24) 49,748 Loan note payable (Note 17) 5,000,000 Other payables-long term (Note 16) 1,132,576 Employee benefits obligation (Note 16) 19,760 Minority (Note 32) 277,855 Coal mine Concession -written off-Fair value adjustment (Note 3) (618,830) Negative good will on acquisition-Fair value adjustment (Note 26) 764,589 Current year loss- from subsidiaries sold and deconsolidated (350,795) (102,126) Transfer of translation difference on deconsolidation (49,671) Net Loss on deconsolidation and disposal of subsidiaries (151,797) ii) Net cash used in deconsolidation and disposal of subsidiaries

Cash consideration received - Less: Cash and cash equivalent in deconsolidated and subsidiaries sold (155,585) (155,585)

Note (b) Continuing operations Discontinued operations Total Consolidated

1 Jan 06

to 31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ S$ S$ S$ S$ Cash flows from operating activities (1,195,479) (709,708) - 275,436 (1,195,479) (434,272) Cash flows from investing activities (46,783) (461,720) (155,585) (196,831) (202,368) (658,551) Cash flows from Financing Activities - 1,600,000 - 76,980 - 1,676,980 Net (decrease) / increase in cash and cash equivalents (1,242,262) 428,572 (155,585) 155,585 (1,397,847) 584,157 Cash and cash equivalents at beginning of year / period 2,164,810 1,736,238 155,585 - 2,320,395 1,736,238

Cash and cash equivalents at end of year / period 922,548 2,164,810 - 155,585 922,548 2,320,395

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NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 These notes form an integral part of the financial statements. 1. General Information

PENTON INTERNATIONAL LTD (the Company) is incorporated in the Republic of Singapore. The registered address of its registered office is at 10 Anson Road, #19-06A International Plaza, Singapore 079903. The principal activities of Company are those of investment holdings. During the financial year, the Company disposed of the subsidiaries and sub-subsidiaries which were involved in coal mine operations and the Company classified the subsidiaries and sub-subsidiaries in marble operation as non-current assets held for sale (refer Note 4 and 17). The principal activities of the remaining subsidiaries along with their subsidiaries are disclosed in Note 6 to the Financial Statements. The Company listed on the SGX-ST on 28 December 2001. The shares of the Company were suspended from trading on the SGX-ST on 29 August 2002. The Company listed on the OFEX on 14 December 2005 and the shares can be traded on OFEX (now known as PLUS Markets).

2. Summary of Significant Accounting Policies

2.1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared on a historical cost basis and in accordance with Singapore Financial Reporting Standards ("FRS"). The accounting policies have been consistently applied by the Group and the Company and are consistent with those used in the previous financial year. FRS and INT FRS not yet effective The Group and the Company have not applied the following FRS and INT FRS that have been issued but not yet effective:

Effective date (Annual periods

beginning on or after) FRS 1 : Amendment to FRS 1 (revised), Presentation of financial statements (Capital Disclosures) 1 January 2007 FRS 4 : Investment Property 1 January 2007 FRS 107 : Financial Instruments: Disclosures 1 January 2007 INT FRS 107 : Applying the Restatement Approach under FRS 29, Financial Reporting in Hyperinflationary Economies 1 March 2006 INT FRS 108 : Scope of FRS 102, Share-based Payment 1 May 2006 INT FRS 109 : Reassessment of Embedded Derivatives 1 June 2006 INT FRS 110 : Interim Financial Reporting and Impairment 1 November 2006

14



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 2. Summary of Significant Accounting Policies (Cont’d)

2.1 Basis of preparation (Cont’d)

FRS and INT FRS not yet effective (Cont'd) The directors expect that the adoption of the above pronouncements will have no material impact to the financial statements in the period of initial application, except for FRS 107 and the amendment to FRS 1 as indicated below. FRS 107, Financial Instruments: Disclosures and amendment to FRS 1 (revised), Presentation of financial statements (Capital Disclosures) FRS 107 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The amendment to FRS 1 requires the Group to make new disclosures to enable users of the financial statements to evaluate the group’s objectives, policies and processes for managing capital. The Group will apply FRS 107 and the amendment to FRS 1 from annual period beginning 1 January 2007.

2.2 Significant accounting estimates and judgements Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group's accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. There were no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year except as discussed below. Critical judgements made in applying accounting policies Impairment of investments in subsidiary companies The Company carries investment in subsidiary companies at cost less impairment losses in its balance sheet. These investments are reviewed for impairment whenever there is any indication that these assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated to determine the amount of impairment loss. In determining the recoverable value, an estimate of the expected future cash flows from each cash generating unit and an appropriate discount rate is required to be made.

15




2.3 Currency Translation

Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Singapore Dollars, which is the Company’s functional and presentation currency. Foreign currency transactions Transactions in foreign currencies are translated at foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Singapore dollars at foreign exchange rates ruling at that date. Foreign exchange differences arising from translation are recognised in the income statements. Non-monetary assets and liabilities measured at cost in a foreign currency are translated using exchange rates at the date of the transaction. Non-monetary assets and liabilities measured at fair value in foreign currencies are translated to Singapore dollars at foreign exchange rates ruling at the dates the fair value was determined. Translation of Group entities’ financial statements The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

i. Assets and liabilities are translated at the closing rates at the date of the balance sheet;

ii. Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions);

iii. All resulting exchange differences are taken to the currency translation reserve within equity.

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of the balance sheet. For acquisitions prior to 1 January 2005, the exchange rates at the dates of acquisition are used. Consolidation adjustments On consolidation, currency translation differences arising from the net investment in foreign operations, borrowings in foreign currencies, and other currency instruments designated as hedges of such investments are taken to the currency translation reserve. When a foreign operation is sold, such currency translation differences recorded in the currency translation reserve are recognised in the income statement as part of the gain or loss on sale.

16




2.4 Consolidation

Subsidiaries are companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. Investments in subsidiaries are stated in the Company’s balance sheet at cost less impairment losses. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. In preparing the consolidated financial statements, inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value of the assets held, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition, except when the losses applicable to the minority interest in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority interest are attributable to the equity holders of the Company, unless the minority interest has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits attributable to the minority interest are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. All the commercial transactions with the minority interest are on an arm’s length basis.

2.5 Goodwill

Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. Goodwill is stated at cost less impairment losses. Goodwill on the acquisition of subsidiaries is presented as intangible assets.

Negative Goodwill

The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is credited to the income statement in the year of the acquisition. Disposal

Gains and losses on the disposal of the subsidiaries include the carrying amount of goodwill relating to the entity sold.

17




2.6 Property, plant and equipment

Measurement

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses except for land rights, which are not depreciated.

The cost of property and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.

Depreciation

Land rights are not depreciated. Depreciation on other property, plant and equipment is provided on a straight-line basis so as to write off items of property, plant and equipment over their estimated useful lives as follows:

Years

Buildings and improvements 20 Machinery and equipment 8 - 16 Transportation equipment 4 Mining equipment 4 Furniture, fixtures and office equipment 3 - 4

The useful lives and residual values, if not insignificant, are reassessed annually.

Subsequent expenditures

Subsequent expenditures relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the standard performance of the asset before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred. Disposal

On disposal of an item of property, plant and equipment, the differences between the net disposal proceeds and its carrying amount is taken to the income statement. Any amount in revaluation reserve relating to that asset is transferred to retained earnings.

2.7 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated by dividing the production cost by quantity of marble produced and is determined based on the weighted-average method. Net realisable value is the estimated selling price less the estimated cost of completion and the estimated costs necessary to make the sale.

18




2.8 Cash and bank balances

Cash and bank balances comprise of cash on hand and with banks. For the purpose of the consolidated statement of cash flows, cash and bank balances are presented net of bank overdrafts which are repayable on demand and which form an integral part of the Group’s cash management.

2.9 Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. An allowance for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the transactions.

2.10 Impairment

The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is charged to the income statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.

Goodwill is tested for impairment annually and as and when indicators of impairment are identified.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

Calculation of recoverable amount

The recoverable amount of other assets is the greater of their net selling price and 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 an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Reversals of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

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.

19




2.11 Trade and other payables and borrowings

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method.

Borrowings are recognised initially at cost less attributable transaction costs. Subsequent to initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis.

Borrowings which are due to be settled within twelve months after the balance sheet date are included in current borrowings in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in non-current borrowings in the balance sheet.

2.12 Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event where it is probable that it will result in an outflow of economic benefits that can be reasonably estimated. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. An asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

2.13 Current and Deferred tax

Current tax is the amount of income tax payable in respect of the taxable profit for the period. Deferred tax is the estimated future tax consequences of transactions and balances that are recognised in the current or previous periods. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised for goodwill not deductible for tax purposes and for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

20




2.14 Employee benefits Defined contribution plans Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense when they are due. Retirement benefit costs Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. For defined contribution retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. The accumulated unrecognised actuarial gains and losses that exceed 10% of the greater of the present value of the defined obligations and the fair value of plan assets are recognised on a straight-line basis over the expected average remaining working lives of the participating employees. Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The benefit obligation recognised in the balance sheet represents the present value of the defined obligation, as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost and as reduced by the fair value of the program assets. Share Option The employee share options were granted before 22 November 2002 and lapsed prior to 31 December 2006. During the exercisable period, no option was exercised. Hence FRS 102 “Share Based Payment” was not applicable.

2.15 Revenue recognition Revenue is recognised when goods are delivered at the customers’ premises which are taken to be the point in time when the customer has accepted the goods and the related risks and rewards of ownership. Revenue excludes goods and services taxes or other sales taxes and is arrived at after deduction of trade discounts. Transactions within the Group have been excluded Interest income from bank deposits is accrued on a time-apportioned basis on the principal outstanding and at the rate applicable. Rental income from a sub-lease is recognised on a straight-line basis over the lease term.

21




2.16 Leases Finance leases Leases of assets in which the Group assumes substantially the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges are included in borrowings. The interest element of the finance cost is taken to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Operating leases Where the Group has the use of assets under operating leases, payments made under the leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease payments made.

2.17 Finance costs Interest expense and similar charges are expensed in the income statement in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the income statement using the effective interest rate method.

2.18 Deferred exploration expenditures Deferred exploration costs incurred are capitalised and carried forward on an area of interest basis provided one of the following conditions is met: (i) Such costs are expected to be recovered through successful development and exploration of

the area of interest or, alternatively, by its sale; and (ii) Exploration in the area of interest has not yet reached a stage that permits a reasonable

assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in or in relation to the area are continuing.

Deferred exploration and development costs in respect of an area of interest that has been abandoned and, based on the Company’s management decision that it no longer has commercial viability, are written-off in the period the decision is made.

22




2.19 Deferred exploration expenditures (Cont’d)

Each area of interest is reviewed at the end of each accounting period and, where appropriate, an adjustment is made to write off deferred exploration and development costs to the extent that these are no longer recoverable.

2.20 Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments.

2.21 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance new ordinary shares are deducted against the share capital account.

2.22 Non-current assets (or disposal groups) held for sale and discontinued operations Non-current assets (or disposal groups) are classified as assets held for sale and carried at the lower of carrying amount and fair value costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use. Any impairment loss on initial classification and subsequent measurement is recognised in the income statement. Subsequent increase in fair value less costs to sell up (not exceeding the accumulated impairment loss that has been previously recognised) is recognised in the income statement. A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held-for-sale and (a) represents a separate major line of business or geographical area of operations; or (b) is part of a single co-ordinated plan to dispose of a separate major line of business or

geographical area of operations; or (c) is a subsidiary acquired exclusively with a view to resale. Results and cash flows attributable to a discontinued operation (including comparative figures) are presented or disclosed separately from the continuing operations.

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NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 3. Coal Mine Concessions

Group 31 December

2006 31 December

2005 S$ S$ Beginning of the year / period 746,101 - Acquisition - 618,830 Expenditure during the year / period - 746,101 Impairment loss for coal mine concession - (618,830) Due to deconsolidation (746,101) - End of the year / period - 746,101

During the preceding financial year, the Group acquired subsidiaries with concessions for coal mining. These concessions were obtained on 23 July 2004 for the period of one year and in 2005 they were extended for a period of two years. The concession area is located at Pauh district, Sarolangun municipal, Jambi province Indonesia. As part of the acquisition, the Company and one of its subsidiaries entered into a collaboration agreement with the coal mining subsidiaries and its minority shareholders. As a party to the collaboration agreement the Company agreed to provide loan facilities of US$5,000,000/- to the coal mining subsidiaries and the minority shareholders agreed to assist in documentation, government approval and local arrangement. During the financial year, in view of certain difficulties the Company had in managing the coal mining operation, the Directors of the Company decided to rescind the collaboration agreement and withdraw from the coal mining operation. The Group had provided an impairment loss of S$618,830/- in the last financial year and further losses up to the date of sale from the beginning of the financial year have been accounted for under the discontinued operations.

4. Marble Quarry Group 31 December

2006 31 December

2005 S$ S$ Beginning of the year / period 5,000,000 - Acquisition during the year / period - 5,000,000 Transfer to current assets as “ Non-current asset held for sale” (5,000,000) - End of the year / period - 5,000,000 The marble quarry is located at Siloro area, Bungoro District, Sulawesi, Indonesia. At the end of the financial year, in preparation for the proposed Reverse Take Over the Company decided to discontinue its involvement in the marble operation. As a result of this decision, subsequent to the financial year end the Company came to an agreement with the loan note holders of the Marble Quarry such that the Company would no longer be liable to the loan note holders in exchange for the shares in PT Penton Indonesia which currently owns the Marble Quarry asset through its subsidiaries. The assets and liabilities of these subsidiaries are treated as deconsolidated subsidiaries held for sale. The current year’s results of the deconsolidated subsidiaries are reported under the discontinued operations.

24



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 5. Property, Plant and Equipment

Land, Furniture, Buildings Machinery Fixtures And And and office Improvements Equipment equipment Renovation Total Group S$ S$ S$ S$ S$ Cost At 1 January 2006 379,842 799,248 156,773 10,759 1,346,622 Additions - - 15,882 - 15,882 Due to disposal and deconsolidation of subsidiaries (379,842) (799,248) (44,031) (10,759) (1,233,880) At 31 December 2006 - - 128,624 - 128,624 Accumulated depreciation At 1 January 2006 2,324 131,058 67,082 - 200,464 Depreciation charge for the year -Continuing operation - - 38,340 - 38,340 -Discontinued operation - - 14,918 - 14,918 Due to deconsolidation of subsidiaries (2,324) (131,058) (23,370) - (156,752) At 31 December 2006 - - 96,970 - 96,970 Carrying amount At 31 December 2006 - - 31,654 - 31,654

Cost At 1 May 2005 - - 103,080 - 103,080 Additions - 91,222 34,352 10,866 136,440 Assets acquired through business combinations 387,541 722,397 19,959 - 1,129,897 Translation differences on consolidation (7,699) (14,371) (618) (107) (22,795) At 31 December 2005 379,842 799,248 156,773 10,759 1,346,622 Accumulated depreciation At 1 May 2005 - - 35,000 - 35,000 Assets acquired through business combinations - 48,390 4,684 - 53,074 Depreciation charge for the year 2,347 84,459 27,530 - 114,336 Translation differences on consolidation (23) (1,791) (132) - (1,946) At 31 December 2005 2,324 131,058 67,082 - 200,464 Carrying amount At 31 December 2005 377,518 668,190 89,691 10,759 1,146,158

The carrying amount of machinery and equipment held under finance lease at 31 December 2006 is nil (2005: S $270,143).

25



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 5. Property, Plant and Equipment (Cont’d)

Furniture and office Company equipment S$ Cost At 1 January 2006 108,942 Additions 5,323 At 31 December 2006 114,265 Accumulated depreciation At 1 January 2006 58,632 Depreciation charge for the year 37,113 At 31 December 2006 95,745 Carrying amount At 31 December 2006 18,520

Furniture and office Company equipment S$ Cost At 1 May 2005 103,080 Additions 5,862 At 31 December 2005 108,942 Accumulated depreciation At 30 April 2005 35,000 Depreciation charge for the period 23,632 At 31 December 2005 58,632 Carrying amount At 31 December 2005 50,310

26



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 6. Subsidiaries

Company 31 Dec 06 31 Dec 05 S$ S$ Investment in subsidiaries 1,343,378 554,153 Less: Provision for impairment loss (454,571) - Carrying value of the investment 888,807 554,153

The following were subsidiaries at 31 December 2006:

Name of Companies Principal Activities Country of

Incorporation Cost Percentage of Equity held by the Company

31.12.06 31.12.05 31.12.06 31.12.05 S$ S$ % % 1. Penton Resources UK Ltd Investment holding England Beginning of the year 306,306 306,306 Additional investment 1,037,072 - End of the year 1,343,378 306,306 100 100 2. PT Penton Indonesia Investment holding Indonesia Beginning of the year 247,847 247,847 Amount written off *(247,847) - End of the year - 247,847

1,343,378 554,153 99 99

* Investment in PT Penton Indonesia has been written off as the Company was unable recover any amount from the disposal of Coal mine operation and the proposed disposal of Marble quarry operation.

Companies held by subsidiaries:


Incorporation Effective Interest held by the Group

31.12.06 31.12.05 % % 1. PT Buana Nusa Cemerlang Trading & investment holding Indonesia - 98.01 2. PT Sukses Lancar Sentosa Investment holding Indonesia - 72.13 3. PT Anekatama Bumiserasi Marble quarry mining Indonesia - 73.51 4. PT Anugerah Jambi Coalindo Coal mining Indonesia - 50.49 5. PT Sinar Anugerah Sukses Coal mining Indonesia - 50.49 7. PT Bakti Sarolangun Sejahtera Coal mining Indonesia - 50.49 8. Penton Balkans Ltd Investment holding England - 51.00

27



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 6. Subsidiaries-(cont’d)

Disposal of subsidiaries During the financial year in view of certain difficulties the Company had in managing the coal mining operation the Directors of the Company decided to rescind the collaboration agreement and withdraw from the coal mining operation. As a result of this decision, the Group disposed of the following subsidiaries.

The details of the subsidiaries disposed of are as follows:



% 1. PT Sukses Lancar Sentosa Investment holding Indonesia 72.13 2. PT Anugerah Jambi Coalindo Coal mining Indonesia 50.49 3. PT Sinar Anugerah Sukses Coal mining Indonesia 50.49 4 PT Bakti Sarolangun Sejahtera Coal mining Indonesia 50.49 The following subsidiary has been deregistered during the financial year



% 1. Penton Balkans Ltd Investment holding England 51.00 Subsidiaries held for sale Subsequent to the balance sheet date, the Company came to an agreement with the loan note holders of the Marble Quarry to cancel the loan note and effect cancellation of the loan note in exchange for the shares in PT Penton Indonesia which currently owns the Marble Quarry asset through its subsidiaries. The assets and liabilities of these subsidiaries are treated in the financial statements as deconsolidated subsidiaries held for sale. The current year’s results of the deconsolidated subsidiaries are reported under discontinued operations. The details of the subsidiaries held for sale are as follows:



% 1 PT Penton Indonesia Investment holding Indonesia 99 2. PT Buana Nusa Cemerlang Trading & investment holding Indonesia 98.01 3. PT Anekatama Bumiserasi Marble quarry mining Indonesia 73.51

28



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 7. Other receivables

At 31 December 2006, there were no other receivables as these receivables were related to the subsidiaries and sub-subsidiaries disposed of and deconsolidated.

Group 31 Dec 2006 31 Dec 2005 S$ S$ Advance to employees - 12,751 Receivable from minority shareholders - 107,386 - 120,137

The receivables from minority shareholders were unsecured, non-interest bearing and repayable on demand. The advances to employees represented an advance provided to a subsidiary’s employee for travel and related expenses.

8. Amount Due from/(to) Subsidiaries

Company 31 Dec 06 31 Dec 05 Non-current assets S$ S$ Beginning of the year/period 5,000,000 - For acquisition of Marble quarry - 5,000,000 Transfer to current assets as “ deconsolidated subsidiary held for sale” (5,000,000) - End of the year/period - 5,000,000 Current assets/(liabilities) Beginning of the year/period 434,379 - Advances during the year/period 50,755 434,379 Net amount received (178,913) - Amount written off on deconsolidation (314,637) - End of the year/period (8,416) 434,379

Non-current The amount due from subsidiaries is non-trade in nature, unsecured, interest-free and is not expected to be repaid within the next twelve months from the balance sheet date. Current The amount due from/ (to) subsidiaries is non-trade in nature, unsecured, interest free and repayable on demand.

29



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 9. Deferred Tax Assets

At 31 December 2006, deferred tax assets were as follows:

Group 31 Dec 06 31 Dec 05 S$ S$ Tax losses carried forward - 42,918 Employee benefits - 5,928 Depreciation of fixed assets - 849 Deferred tax assets - 49,695 S$ S$ Balance at beginning of the year / period 49,695 - Due to deconsolidation (49,695) - Deferred tax assets at acquisition (Note 26) - 43,687 Credited to income statement (Note 24) - 6,008 Balance at end of year / period - 49,695

The Company has a tax loss of approximately S$3,000,000 that would not be available for carry forward because the Scheme of Arrangement and Compromise carried out in financial year ended 30 April 2005 has resulted in a substantial change in shareholders and their shareholdings. The Company will nevertheless still request the Inland Revenue Authority of Singapore to allow the tax losses as the restructuring of the Company was not for the purpose of gaining any tax benefit.

10. Inventories At 31 December 2006, there were no inventories as those inventories were carried by a deconsolidated subsidiary.

Group 31 Dec 06 31 Dec 05 S$ S$ Finished goods, at cost - 148,569

Finished goods represented marble that was ready for sale.

30



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 11. Trade and Other Receivables

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Deposits - 13,418 - 13,418 Prepayments - 58,557 - 5,770 Others 46,327 223,683 13,367 10,975 46,327 295,658 13,367 30,163

12. Cash and Cash Equivalents

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Cash at bank and in hand 922,548 2,320,395 75,912 1,892,341

At the balance sheet date, the carrying amounts of cash and cash equivalents approximate their fair values. Cash and cash equivalents were denominated in the following currencies:

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Singapore dollar 64,008 1,442,949 64,008 1,442,949 Great British pound 846,636 272,469 - - United States dollar 4,083 567,078 4,083 449,392 Indonesian rupiah 7,821 37,899 7,821 - 922,548 2,320,395 75,912 1,892,341

31



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 13. Share Capital

Group and Company 31 Dec 06 31 Dec 05 No. of shares S$ No. of shares S$ Authorised: Balance at beginning of the year / period 3,600,000,000 18,000,000 3,600,000,000 18,000,000 Effect of Companies (Amendment) Act 2005 (3,600,000,000) (18,000,000) - - Balance at end of the year / period - - 3,600,000,000 18,000,000 Issued and fully-paid: Balance at beginning of the year / period 729,794,588 3,648,974 672,794,588 3,363,974 Issuance of ordinary shares - - 57,000,000 285,000 Effect of Companies (Amendment) Act 2005-Tranfer from share premium account (Note 14)

- 7,927,528 - -

Balance at end of the year / period 729,794,588 11,576,502 729,794,588 3,648,974

Under the Companies (Amendment) Act 2005 that came into effect on 30 January 2006, the concepts of par value and authorised share capital were abolished and the amount in share premium account as at 30 January 2006 became part of the Company’s share capital.

14. Share Premium

Group and Company 31 Dec 06 31 Dec 05 S$ S$ Balance at beginning of the year/period 7,927,528 6,487,528 Premium from issue of shares - 1,440,000 Effect of Companies (Amendment) Act 2005 - Transfer to share capital account (Note 13) (7,927,528) -

Balance at end of the year/period - 7,927,528

32



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 15. Reserves

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Accumulated losses (10,662,799) (9,049,324) (10,660,857) (9,302,614) Translation difference 1,942 (57,112) - - (10,660,857) (9,106,436) (10,660,857) (9,302,614)

16. Other long-term payables

At 31 December 2006, there were no other long-term payables as the liabilities related to the subsidiaries and sub-subsidiaries that were disposed of or deconsolidated.

Group 31 Dec 06 31 Dec 05 S$ S$ Amount due to a related party (non-trade) - 1,103,597 Provision for employee benefits - 19,760 Others - 28,979 Total - 1,152,336

The details of other long term payables as at 31 December 2005 were as follows: (a) The amount due to a related party represents unsecured and non-interest bearing working capital loan,

reimbursement of expenses and advances. This payable did not have a definite repayment date. (b) The composition of the provision for employee benefits was as follows:

The estimated actuarial liability as at 31 December 2005 was calculated by PT Sakura Aktualita Indonesia, an independent actuary, through its reports dated 17 April 2006, which used the Projected Unit Credit method together with the following assumptions: Discount rate : 11% per annum Salary increment rate : 10% per annum Resignation rate : 1% CSO80 Mortality rate : 100% CSO80 Disability rate : 1% CSO80 Normal retirement age : 55

33



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 16. Other long-term payable (Cont’d)

Funding status of employee benefits and balance of provision for employee benefits as of 31 December 2005 was as follows:

Group 31 Dec 06 S$ Present value of benefits obligation 33,962 Fair value of plan assets - Unfunded status 33,962 Unrecognised actuarial losses (4,656) Unrecognised past service cost – non-vested (9,546) Provision for Employee Benefits – net 19,760

Movements of provision of employee benefits during 2005 is as follows: Group 31 Dec 05 S$ Balance at date of acquisition 12,101 Employee benefit expense during the year (see below) 7,977 Currency realignment (318) Balance at the end of the period 19,760

Reconciliation of employee benefits expenses for 2005 is as follows:

Group 31 Dec 05

S$ Current service cost 4,928 Interest 2,508 Amortisation past service cost – non-vested 541 Total employee benefits expenses 7,977

34



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 17. Loan Notes Payable

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Balance at beginning of the year/period 5,000,000 - 5,000,000 - Issued during the year/period - 5,000,000 - 5,000,000 Off- set against the marble quarry to be handed over (5,000,000) - (5,000,000) - Balance at end of the year/period - 5,000,000 - 5,000,000

Subsequent to the financial year, the Company came to an agreement with the loan note holders of the Marble Quarry such that the Company would no longer be liable to the loan note holders and to effect cancellation of the loan note in exchange for shares in PT Penton Indonesia which currently owns the Marble Quarry asset through its subsidiaries. The Company treated the above subsidiary and its sub-subsidiaries as deconsolidated subsidiaries held for sale and presented the net assets and the liabilities to be exchanged under current assets in the balance sheet.

18. Trade and Other Payables

Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Accrued operating expenses - 96,540 - 60,919 Provision for liability under Corporate Guarantee - 330,000 - 330,000 Other payables 84,884 286,201 72,545 200,658 Total 84,884 712,741 72,545 591,577

The liability under corporate guarantee was settled in cash during the current financial year.

35



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 19. Finance Lease Liabilities

At 31 December 2006, there was no finance lease liabilities as the liabilities arose from the subsidiaries disposed of and deconsolidated. At 31 December 2005, the Group had obligations under finance lease that were payable as follows: Principal Interest Payable S$ S$ S$ Repayable within 1 year 18,039 973 17,066 The effective interest rate of the finance lease outstanding was approximately 14.25% per annum.

20. Revenue

There were no sales for the current year from continuing operations. Sales for the period ended 31 December 2005 represented the net revenue from sale of marble.

21. Other Income from continuing operations

Group 1 Jan 06

to 31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ Profit from one-off sale transaction - 549,088 Rental income 44,040 - Sundry income 11,320 - Interest income 19,854 9,765 Exchange gain - 6,787

75,214 565,640

36



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 22. Loss from Continuing Operations before Taxation

The following items have been charged or (credited) in arriving at loss from operations:

Group

Note

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ Profit from one-off sale transaction - (549,088) Interest income (19,654) (12,326) Exchange gain - (11,723) Operating lease expense 112,452 28,381 Professional fee paid to a director 22,500 7,500 Provision for liability under corporate guarantee - 330,000 Corporate guarantee expense - 125,000 Staff costs (including a director) 23 106,644 242,916

23. Staff Costs – continuing operation

Group

Note

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ Salaries and wages 80,025 183,378 CPF 10,404 7,161 Other - 7,977 90,429 198,516 Director’s remuneration: Director of the Company 15,000 40,000 CPF – director of the Company 1,215 4,400 16,215 44,400 Total 22 106,644 242,916

The key management personnel comprise directors of the Group and Company and their compensations are disclosed in the above notes.

37



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 24. Taxation

Group

Discontinued operations: Note

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ Current income tax - - Deferred income tax benefit 9 - 6,008 - 6,008

A reconciliation between tax (benefit) / expense and the product of (loss) / profit before income tax multiple by the applicable tax rate for the financial year are as follows:

Continuing operations Discontinued operations Group 1 Jan 06

to 31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$ S$ S$ S$ S$ Loss before income tax (599,419) (628,998) (913,279) (101,240) (1,512,698) (730,238) Tax calculated at a rate of 20% (119,884) (125,799) (182,656) (20,249) (302,540) (146,048) Effects of: Different tax rates in other countries 2,582 1,982 (27,888) (36,541) (25,306) (34,559) Expenses not deductible for tax purposes 117,302 123,817 210,544 124,166 327,846 247,983 Utilisation of previously unutilised tax losses - - - (61,368) - (61,368)

- - - 6,008 - 6,008

Movement in current income tax liabilities Group Company 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 S$ S$ S$ S$ Balance brought forward 145,629 95,881 95,881 95,881 Payment during the year/period (95,881) - (95,881) - At acquisition - 49,748 - - Due to deconsolidation and disposal (49,748) - - - Balance carried forward - 145,629 - 95,881

38



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 25. Loss per Share

Basic loss per share is calculated by dividing the net loss from continuing operations for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year/period.

Diluted loss per share is calculated by dividing the net loss for the year/period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year/period (adjusted for the effects of dilutive options).

Group 1 Jan 06

to 31 Dec 06

1 May 05 to

31 Dec 05 Continuing operations: S$ S$ Net loss attributable to ordinary shareholders from continuing operations for basic and diluted earnings per share (599,419) (628,998) Weighted average number of ordinary shares on issue applicable to basic earnings per share 729,794,588 712,414,996 Basic loss per ordinary share (cents) (0.08) (0.09) Diluted loss per ordinary share (cents) (0.08) (0.09) Discontinued operations: Net loss attributable to ordinary shareholders from discontinued operation for basic and diluted earnings per share (862,259) (48,828) Weighted average number of ordinary shares on issue applicable to basic earnings per share 729,794,588 712,414,996 Basic loss per ordinary share (cents) (0.12) (0.01) Diluted loss per ordinary share (cents) (0.12) (0.01)

39



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 26. Acquisitions of Subsidiaries

There were no acquisitions in the current financial year ended 31 December 2006. The aggregate effect of acquisitions of subsidiaries in 2005 is set out below. Fair value before combination 31 December 2005 S$

Property, plant and equipment 1,076,823 Inventories 150,000 Trade and other receivables 1,173,873 Deferred tax assets 43,687 Cash and cash equivalents 68,679 Trade and other payables (1,479,095) Coal mine concessions 618,830 Net identifiable assets and liabilities 1,652,797 Minority interests (304,960) Group portion of the net assets acquired 1,347,837 Negative goodwill on acquisition transferred to income statement (764,589) Cash consideration paid 583,248 Cash acquired (68,679) Net cash outflow 514,569

27. Operating Lease Commitments At the balance sheet date, the Group was committed to make the following payments in connection with the operating lease of office premises. The future aggregate minimum lease payments under operating lease contracted for at the balance sheet date but not recognised as liabilities are analysed as follows:- Group Company 31 Dec 2006 31 Dec 2005 31 Dec 2006 31 Dec 2005

S$ S$ S$ S$ Due within one year 128,421 56,147 14,037 56,147 Due after one year but within 5 years 115,002 14,037 - 14,037 243,423 70,184 14,037 70,184

40



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 28. Segment Information

Segment information is presented in respect of the Group’s business and geographical segments. The primary format – business segment is based on the Group’s management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly of corporate assets and expenses, interest income, interest expenses and related assets and liabilities. The Group comprise of the following main business segments: Marble Quarry - Mining and sale of marble. Coal Mine - Mining processing, disposal and sale of coal. Others - Intermediate holding companies of above

Primary reporting format – business segment For the year ended 31 December 2006

Discontinued operations Continuing

operations

Coal Mine

Marble Quarry Others Total Others Total

S$ S$ S$ S$ S$ S$ Revenue - 356,988 - 356,988 - 356,988 Results Operating profit - 155,525 - 155,525 - 155,525 Expenses (614,762) (248,285) (208,033) (1,071,080) (674,633) (1,745,713) Interest income - 2,007 - 2,007 19,854 21,861 Rental income - - - - 44,040 44,040 Other income - 269 - 269 11,320 11,589 Net loss (614,762) (90,484) (208,033) (913,279) (599,419) (1,512,698)

41



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 28. Segment Reporting (Cont’d)

For the year ended 31 December 2006 (Cont’d) Discontinued operations Continuing

operations

Other information Coal Mine


S$ S$ S$ S$ S$ S$ Segment assets Non current - - - - 31,654 31,654 Current - - - - 968,875 968,875 Consolidated assets - - - - 1,000,529 1,000,529

Segment liabilities Other current liabilities - - - - 84,884 84,884

Consolidated total liabilities - - - - 84,884 84,884 Capital expenditure - - - - 15,882 15,882

Depreciation - - - - 38,340 38,340

For the period from 1 May 2005 to 31 December 2005

Discontinued operations Continuing operations



S$ S$ S$ S$ S$ S$ Revenue - 259,422 - 259,422 - 259,422 Results Operating profit - 92,393 - 92,393 - 92,393 (Expenses)/Income (728,619) 605,106 (77,617) (201,130) (1,194,638) (1,395,768) Interest income 700 995 960 2,655 9,671 12,326 Other income - - - - 549,088 549,088 Net foreign exchange gain from operating activities - 377 4,465 4,842 6,881 11,723 Income tax - 6,008 - 6,008 - 6,008 Net (loss)/income (727,919) 704,879 (72,192) (95,232) (628,998) (724,230)

42



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 28. Segment Reporting (Cont’d)

For the period from 1 May 2005 to 31 December 2005 (Cont’d) Discontinued operations Continuing

operations



S$ S$ S$ S$ S$ S$ Segment assets Non current - - 1,119,826 5,888,155 54,110 7,062,091 Current - - 138,743 292,474 2,333,405 2,764,622

Consolidated assets - - 1,258,569 6,180,629 2,387,515 9,826,713

Segment liabilities Non current borrowing - - 1,103,597 48,739 5,000,000 6,152,336 Other current liabilities - - 25,126 52,358 652,323 729,807 Tax liabilities - - 12,120 37,628 95,881 145,629

Consolidated total liabilities - - 1,140,843 138,725 5,748,204 7,027,772

Capital expenditure - - 35,434 91,342 9,664 136,440 Depreciation - - 45,483 45,220 23,633 114,336

Secondary reporting format – geographical segments The following table shows the distribution of the Group’s consolidated sales by geographical market regardless of where the products were manufactured:

Turnover by geographical market

1 Jan 06 to

31 Dec 06

1 May 05 to

31 Dec 05 S$ S$

Indonesia-Discontinued operation 356,988 259,422

43



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 29. Share options

The options for 6,850,913 shares (2005: 6,850,913) of S$0.005 (2005: S$0.005) per share had lapsed as no option had been exercised during the option exercise period which expired on 6 December 2006. Accordingly, there were no options outstanding as at 31 December 2006.

30. Financial Instruments

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Credit risk At the balance sheet date, there is no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of other receivables. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Interest rate risk The Group was not exposed to any significant interest rate risk as at the balance sheet date. Foreign currency risk The Group incurs foreign currency risk on deposits that are maintained in currencies other than Singapore dollar. The currency giving rise to this risk is primarily Great British Pound. The Group does not have any formal hedging policy against foreign exchange fluctuations. However, the Group continuously monitor the exchange rate of the major currencies and ensure net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rate, where necessary, to address short term imbalance.

31. Fair Values of Financial Instruments

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

44



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 31. Fair Values of Financial Instruments (Cont’d)

Cash and cash equivalents, trade debtors, other current financial assets, trade creditors and other current liabilities The carrying amounts of these financial instruments approximate their fair values due to the relatively short-term maturity of these financial instruments.

32. Minority interest

Group 31 Dec 06 31 Dec 05 S$ S$

Balance at beginning of the year / period 328,875 - Acquisition of Subsidiary Companies - 405,056 Translation differences relating to Financial Statements of foreign Subsidiaries - (29,777) Net loss for the year / period (51,020) (46,404) Net loss on deconsolidation (277,855) - Balance at end of the year / period - 328,875

The minority interest has been eliminated as a result of disposal of and discontinuation of the subsidiaries which had share holdings by minority shareholders. As at 31 December 2006, the Group had no minority shareholdings.

33. Comparative Figures

The following comparative figures have been reclassified to conform to the current year’s presentation. i) An amount of S$455,000/- has been reclassified from other operating expenses to Expenses Under

Corporate Guarantee issued. ii) The expenses of S$349,183/- have been reclassified from administrative expenses to Other Operating

Expenses. 34. Subsequent event

The Company has been included as a forth party in a lawsuit for an amount of S$150,000/-. The Directors are of the opinion that there is no basis for this lawsuit against the Company.

45



NOTES TO THE FINANCIAL STATEMENTS as at 31 DECEMBER 2006 35. Other matters

Announcement of Reverse Take Over The Board of Penton International Ltd (“Penton” or “the Company”) has announced on 19 May 2007, that it is considering a proposal from an Indian Real Estate Company who have expressed interest in injecting their real estate assets based in Chennai and Bangalore. The deal is subject to all regulatory approvals including SGX approvals for lifting of suspension, white-wash resolution, Independent Financial Advisor report and Shareholders approval. Issue of Shares The Management proposed to issue S$70,000 worth of shares to Mr Ong Chee Han for his past services rendered as CFO of the Company. As at balance sheet date there is no liability by the Company to pay this amount in cash.

36. Contingencies and commitments Except as disclosed in Note 35, the Group had no contingent liability and commitment outstanding as at 31 December 2006. The contingencies and significant commitments reported in the last financial period are in the opinion of the Directors and Management are no longer binding on or enforceable against the Group as a result of disposal and discontinuation of the affected subsidiaries.

46

PENTON INTERNATIONAL LTD ANNUAL REPORT FY 2006

ANALYSIS OF ORDINARY SHARE HOLDINGS As at 18 June 2007

ANALYSIS OF SHAREHOLDERS

Size of Shareholdings Number of

Shareholders % Number of

Shares % 1 - 999 2 0.38 1,320 0.00 1,000 - 10,000 199 37.22 1,456,000 0.20 10,001 - 1,000,000 304 57.14 26,049,317 3.57 1,000,001 and above 28 5.26 698,662,753 95.75 Transfer to PLUS 10,001 - 1,000,000 700,000 0.10 1,000,001 and above 2,925,198 0.40 Grand Total 533 100.00 729,794,588 100.00 LIST OF TWENTY LARGEST SHAREHOLDERS

Name Number of

Shares % Regional Capital Pte Ltd 480,833,333 65.89 Budi Kartika 25,000,000 3.43 DBSN Services Pte. Ltd. 24,400,000 3.34 Christopher John Culley 21,183,850 2.90 Dexia Trust Services Singapore Limited 20,000,000 2.74 DBS Nominees Pte Ltd 16,433,000 2.25 Soedjono Halim 16,000,000 2.19 Earl Edward Payton as Trustee for the Earl and Elma Payton Revocable Trust 15,000,000 2.06 Redshore Group Inc 11,676,041 1.60 Dragon Asia Worldwide Limited 7,160,589 0.98 Venkatesh Narayanaswamy 6,683,668 0.92 Gallen Enterprise Limited 5,728,472 0.78 Bagworth Assets Limited 5,728,471 0.78 The Trustees of The T.T. Pension Scheme 5,054,335 0.69 Asia Dynamic Pte Ltd 5,000,000 0.69 Abdul Khader Mohamed Ismail 4,500,000 0.62 Chan Mun Lye 4,484,745 0.61 Chow Kok Kee 3,449,720 0.47 Derrick Kuek Buck Wan 3,000,000 0.41 Koh Kwee Ngee 2,855,392 0.39 Total 684,171,616 93.75

47

PENTON INTERNATIONAL LTD ANNUAL REPORT FY 2006

ANALYSIS OF ORDINARY SHARE HOLDINGS As at 18 June 2007

SUBSTANTIAL SHAREHOLDERS

Name

No. of shares registered in the name of Substantial Shareholder or Nominee

No. of shares in which Substantial Shareholders are

deemed to be interested Total

Percentage of issued

shares Regional Capital Pte Ltd 480,833,333 4,500,000 485,333,333 66.51 Abdul Khader Mohamed Ismail 4,500,000 480,833,333* 485,333,333 66.51 * This represent Mr Abdul Khader Mohamed Ismail’s deemed interest of 480,833,333 shares held in the name of

Regional Capital Pte Ltd. Public Shareholdings Rule 723 of the Listing Manual of the SGX-ST requires that at least 10% of the equity securities (excluding preference shares and convertible equity securities) of a listed company in a class that is listed is at all times held by the public. Based on information available to the Company as at 18 June 2007, the percentage shareholding of the Company held in the hands of the public is more than 10 per cent, and this complies with Rule 723 of the Listing Manual.

48

PENTON INTERNATIONAL LTD

(Company Registration Number 200003044C, Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of Penton International Ltd (“the Company”) will be held at 20 Maxwell Road, #02-02 Maxwell House, Singapore 069113 on Friday, 27 July 2007 at 3.00 p.m. to transact the following business: AS ORDINARY BUSINESS 1. To receive and adopt the directors’ report and the audited accounts of the Company for the year ended 31

December 2006 together with the auditors’ report thereon. (Resolution 1) 2. To re-elect the following directors:-

i) Mr Nadeem Akhtar, a director retiring pursuant to Articles 104 & 105 of the Company’s Articles of Association (Resolution 2)

ii) Mr William King Sing, Yiu, a director retiring pursuant to Article 108 of the Company’s Articles of

Association. (Resolution 3) 3. To re-appoint Messrs. Pannell Kerr Forster LLP as the Company’s auditors and authorise the directors to fix

their remuneration. (Resolution 4) 4. To transact any other ordinary business of an annual general meeting of which due notice shall have been

given. AS SPECIAL BUSINESS 5. To consider and, if thought fit, pass the following resolution as Ordinary Resolution, with or without any

modifications: “THAT pursuant to the provisions of Section 161 of the Companies Act, Cap. 50 and subject to Rule 806(2)

of the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the directors of the Company to issue shares in the capital of the Company (whether by way of rights, bonus or otherwise) 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 provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed fifty per cent. (50%) of the issued share capital of the Company at the time of the passing of this resolution, of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company does not exceed twenty per cent. (20%) of the issued share capital of the Company at the time of the passing of this resolution, and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier”. (Resolution 5)

By Order of the Board Abdul Khader Mohamed Ismail Director Singapore, 11 July 2007

49

Notes: 1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint

one or two proxies to attend and vote instead of him/her. A proxy need not be a member of the Company. 2. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at

10 Anson Road #19-06A International Plaza, Singapore 079903 not less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof.

3. Mr. Nadeem Akhtar will, upon re-election, continue to serve as an independent member of the Audit

Committee as well as the Chairman of the Nomination Committee and member of the Remuneration Committee.

Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited In accordance with Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the percentage of issued share capital referred to in Resolution 5 is based on the Company’s issued ordinary share capital at the time of passing of the said resolution after adjusting for: (a) new shares in the capital of the Company arising from the conversion of convertible securities or share

options in issue when the resolution is passed; and (b) any subsequent consolidation or subdivision of shares. Currently, the Company does not have any convertible securities or any share options in issue for exercise. Statement pursuant to Article 64 of the Company’s Articles of Association Resolution 5, if passed, will empower the directors of the Company, from the date of the above annual general meeting until the date of the next annual general meeting, to allot and issue new shares in the capital of the Company in the manner as described in the proposed resolution. This authority will, unless previously revoked or varied at a general meeting, expire at the next annual general meeting of the Company.

50

PROXY FORM PENTONINTERNATIONAL LTD (Incorporated in the Republic of Singapore) Registration Number 200003044C PROXY FORM – ANNUAL GENERAL MEETING *I / We (Name) _____________________________________________________________________________

of (Address) _______________________________________________________________________________

being a shareholder / shareholders of Penton International Ltd (the “Company”), hereby appoint:

Name Address NRIC / Passport No

Proportion of Shareholdings

(%)

And / or (delete as appropriate)

And / or or failing *him / her, the Chairman as *my / our *proxy / proxies to attend and vote for *me / us on *my / our behalf at the Annual General Meeting (the “AGM”) of the Company to be held at 20 Maxwell Road, #02-02 Maxwell House, Singapore 069113, on Friday 27 July 2007 at 3pm and at any adjournment thereof. I / We direct my / our proxy / proxies to vote for / against the Resolutions to be proposed at the AGM as indicated hereunder. In the absence of specific directions, the *proxy / proxies may vote or abstain from voting at his / her discretion. *Delete accordingly

No. Resolutions relation to For* Against* 1 Directors’ Report and Accounts for the year ended 31 December 2006 2 Re-election of Mr Nadeem Akhtar as a Director 3 Re-election of Mr William Yiu as a Director 4 Re-appointment of Messrs Pannell Kerr Forster LLP as Auditors 5 Authority to allot and issue new shares

* Please indicate your vote “For” or “Against” with an “X” within the box provided ** If you wish to use all your votes “For” or “Against”, please indicate with and “X” within the box provided Otherwise, please indicate the number of votes as appropriate Dated this ___________ day of ______________ 2007 ____________________________________________ Signatures(s) of shareholder(s) or Common Seal of Corporate Shareholder

IMPORTANT 1. For investors who have used their CPF monies to buy shares in the

capital of Penton International Ltd, this Circular is forwarded to them at the request of their CPF Approved Nominees and is FOR INFORMATION ONLY.

2. This proxy Form is not valid for use by such CPF investors and shall be

ineffective for all intents and purposes if used or purported to be used by them.

Total number of Shares held

Number of Ordinary Shares

(a) CDP Register (b) Register of Members

0

Notes: Please insert the total number of Ordinary Shares held by you. If you have Ordinary Share (a) entered against your name in the Depository Register (as defined in Section 30A of the Companies Act, Chapter 50 of Singapore), and/or (b) registered in your name in the Register of Members of the Company, you should insert accordingly that (those) number (numbers) of Ordinary Shares in the appropriate boxes. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Ordinary Shares held by you. 1. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one

or two proxies to attend and vote instead of him/her. A proxy need not be a member of the company. 2. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the

proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at

10 Anson Road, #19-06A International Plaza, Singapore 079903 not less than forty-eight (48) hours before the time appointed for the Meeting.

4. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly

authorised in writing in the form of a letter or power of attorney or a duly certified copy thereof which must be lodged with the instrument. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

Fold along this line (1)

Affix Postage Stamp

PENTON INTERNATIONAL LTD

10 Anson Road

#19-06A International Plaza Singapore 079903

Fold along this line (2)

5. A corporation which is a member may authorise by resolution of its directors or other governing body such

person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore

General: 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 appointer are not ascertainable from the instructions of the appointer specified in the instrument appointing a proxy or proxies. In addition, in the case of Ordinary Shares entered in the Depository Register and/or Register of Members, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointer is not shown to have Ordinary Shares entered against his name in the Depository Register and/or Register of Members as at forty-eight (48) hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited and/or Share Registrar to the Company.

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