Epicentre 2009 AR

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AFOR LIMITED ANNUAL REPORT 2009


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This document has been prepared by the Company and its contents have been reviewed by the Companys sponsor (Sponsor), Asian Corporate Advisors Pte. Ltd., or compliance with the relevant rules o the

Singapore Exchange Securities Trading Limited (Exchange). The Companys Sponsor has not independently veried the contents o this document including the correctness o any o the gures used, statements or

opinions made.

This document has not been examined or approved by the Exchange and the Exchange assumes no responsibility or the contents o this document including the correctness o any o the statements or opinions

made or reports contained in this document.

Corporate Prole 1

Awards & Achievements 3

Chairmans Statement 5

Board o Directors 6

Key Management 8

Corporate Inormation 11

Group Structure 12

Group o Companies 12

Retail Locations 12

Financial Highlights 15

Corporate Governance 17

Financial Statements 26

Statistic o Shareholdings 74

Notice o Annual General Meeting 76

Proxy Form 79

.contents

Provide resh, new & efective ideas, actions, services &

value add to our customers, employees and stakeholders.

i.LOVE.it


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.corporateprole

To be the Best Digital Liestyle Store in Asia.

Delivering a delightul customers shopping

experience and providing value adds to our

stakeholders;

innovation . learning . ownership . vision

excellence . integrity . teamwork

i.LOVE.it

Total Commitment to Customers, unmatched

service excellence and innovative services or their

one stop shop Digital Liestyle needs.

Incorporated in Singapore in April 2002, and listed on

Singapore Exchange in January 2008, Aor Limited (Aor), is

the rst Apple Premium Reseller in Asia specialising in the sale

o Apple brand products and its complementary products. As

an Apple Premium Reseller, Aor carries a wide range o Apple

brand products, accessories and a variety o sotwares as well

as complementary products under its own proprietary iWorld

brand.

Headquartered in Singapore and listed on the Singapore

Exchange in January 2008, Aor has ve outlets in Singapore

and Malaysia named EpiCentre.

Aor ofers customers a one-stop shop Digital Liestyle

shopping experience. At its EpiCentre outlets, customerscan enjoy an interactive shopping experience where they

are encouraged to touch, eel and test the range o Apple

products ofered.

Other than a wide range o Apple products and accessories,

Aor also provides training and hands-on coaching on

Everything Mac & more....

As a one-stop service centre, it also provides ater-sales support

at its EpiCentre outlets. This would include the iConcierge

where support and guidance or Mac users can be obtained

and trade-in services, where Apple products can be brought

in or a valuation and trade-in or a new one.

As an Apple PremiumReseller, Afor carries a

wide range of Applebrand products,accessories and a variety

of softwares as well ascomplementary productsunder its own proprietary

iWorld brand.

.vision

.core values

.mission


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Continuous Learning. Open learning and sharing o

knowledge with each other.

i.LOVE.it


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We hae been recognised by Apple or our growth rate and the quality o our serice. In this regard, we

receied the ollowing awards or our successul retailing eorts :

TOP APPLE POINT-OF-SALE (RETAIL STORE) IN ASIA 2008TOP APPLE POINT-OF-SALE (RETAIL STORE) IN ASIA 2007

BEST APPLE SERvICE PROvIDER IN ASEAN 2006

BEST APPLE POINT-OF-SALE (RETAIL STORE) IN ASIA 2006BEST APPLE CENTRE IN SINGAPORE IN 2003

.awards&achievements


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.chairmansstatement

Dear Shareholders

Despite the challenging year or retail

business resulted rom the subprime

nancial crisis around the world that

aects the consumer condence and

spending, I am pleased to announce

yet another year o protability or the

Group.

For FY2009, the Group recorded a

1.2 % growth in reenues to S$65.1

million, compared to S$64.3 million

in FY2008. The Group continued to

remain protable with the net prot

attributable to equity holders stood at

S$1.8 million, a decrease o 44.3% as

compared with S$3.3 million in FY2008.

Concurrently, the Groups cash and

cash equialents increased by S$1.4

million. Earnings per share or the

year based on the weighted aerage

number o ordinary shares issued was

1.95 cents while net tangible assetsbacking per ordinary share based on

our issued share capital was 15.35

cents.

The reenue rom Thirdparty and

proprietary brand complementary

products increased by S$1.5 million

or 16.4% rom S$9.1 million in FY2008

to S$10.6 million in FY2009, while the

reenue rom Apple branded products

dropped by S$0.7 million or 1.3%

rom S$55.2 million to S$54.5 million.

Neertheless, the reenue rom our

Apple branded products remained the

main contributor which accounted

or about 83.8% and 85.9% o the total

reenue in FY2009 and FY2008.

Our Malaysia outlet at Pailion, Kuala

Lumpur has been in ull operation

and contributed positiely to theGroups reenue and prot. It had

shown promising growth with reenue

increased by S$4.7 million or 104.4%

rom S$4.5 million in FY2008 to S$9.2million in FY2009.

We continue to extend our market

reach in Singapore with the opening

o our new outlets in Bugis in July

2008 and ION Orchard in July 2009.

With these two additions, our Group

has a total o 5 outlets including one

in Malaysia. Our new outlets in 313

Somerset and Marina Bay Sands are

scheduled to open in the second hal

2009 and rst hal 2010 respectiely.

On an operating leel, we hae been

eer mindul o managing costs

and improing productiity. We

implemented arious operational and

quality control processes oer the last

year to ully maximize our resources.

One o the Groups IT initiaties oer

the last year has been the successulimplementation o our new ERP

system linking the operations o

the Group. This competency has

enhanced the centralised inormation

management capability o the Group

and has helped improe our oerall

customer relationship management

as well.

In line with another year o protability

and our healthy cash ow, we had

declared and paid out an interim

exempt onetier diidend o 0.5 cents

per ordinary share or FY2009.

Going orward, The Group will ocus its

strategy to inest in brand building and

training to strengthen its marketing

and sales. More eorts will be put on

serices and increasing the range o

liestyle products that we represent, toimproe product margins and enhance

the standing o our Group among its

customers and peers. Concurrently,

we will also continue to extend our

coerage by looking or other suitable

and strategic locations in the Asia

region as well as looking or mergers,

acquisitions and joint entures

opportunities in the region. We beliee

that with the strategic locations

that the Group has already secured,

coupled with a strong cash position

o S$12.4 million and working capital

o S$14.0 million, the Group is able to

remain competitie and continue to

grow in the market.

Current market conditions look set

to continue to be uncertain in the

retail industry but there is reason to

be optimistic. With signs o a recoery

slowly emerging, positie consumer

sentiments and good economic

undamentals in the region, we are

condent that we shall continue toremain protable.

I am grateul to the management team

and employees or the hard work and

dedication in riding out this years

challenging business climate. I would

also like to thank my ellow Board

members or their inaluable insights,

wisdom and support, which hae

helped to make the Group stronger.

On behal o the Board o Directors

and the management team, I would

like to sincerely thank our customers,

suppliers and business associates or

their support and contribution to

making EpiCentre the leading Apple

Premium Reseller in Singapore. Last

but not least, I would also like to thank

our shareholders or their loyalty and

condence in the company.

Jimmy Fong Teck Loon

Executie Chairman andChie Executie Ocer


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.boardodirectors

Jimmy Fong Teck LoonExecutive Chairman & Chie Executive Ofcer

Mr Fong is our Executie Chairman and Chie Executie Ocer

and was the ounder o the Group. He was appointed to our

Board on 9 April 2002. He is responsible or setting the strategic

direction, tracking the nancial and protability growth o the

Group, managing the business and oerseeing all aspects o

business growth and deelopment o the Group. He has more

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

nance with commercial and nancial organisations in Asia

and Singapore. In 1991, he began his career as a Trainee BankOcer and was with OerseaChinese Banking Corporation

as an IT system auditor beore moing on to hold arious

senior audit and nance positions in nancial institutions and

corporations, such as, Citibank, Schlumberger Oileld Serices,

Sun Microsystems and I.B.M. World Trade Asia Corporation.

Prior to establishing our Company in 2002, he held senior

management positions in nance and was the Director o

Finance or the Asia Pacic region with Intensia Asia Pacic.

He holds a Bachelor o Commerce and Administration rom

the victoria Uniersity o Wellington, New Zealand, majoring

in accountancy with a minor in IT. In 1998, he also obtaineda Master o Business Administration rom Rutgers, the State

Uniersity o New Jersey, the USA.

Jonson Go Ann AnnChie Operations Ofcer

Mr Goh is our Executie Director and Chie Operations Ocer

who was appointed to our Board on 10 December 2007.

He is responsible or our Companys local and regional sales

and operations, including the oerall management and

continued deelopment o strategic partners and supplier

relationships. He also leads the ormulation and execution o

EpiCentres retail strategy and heads the ODM and distribution

business units or third party products, playing a key role in

securing exclusie rights to major accessories brands as wellas deeloping new accessory products under our Companys

own brand, iWorld. He has more than 15 years o experience

in sales, operations and business deelopment and prior to

joining our Group in 2004, he was also the Director o Business

Deelopment or Aantlogic Computer Technology Pte Ltd.

He holds an Adanced Diploma in Marketing Management

rom Oklahoma City Uniersity as well as a Graduate Diploma

in Marketing Management rom the Marketing Institute

o Singapore. In 2003, he receied a Master in Business

Administration Marketing rom the Uniersity o Leicester.

The Board o Directors is entrusted with the responsibility or the oerall management o our Group. Our Directors particulars are

listed below :

rom let: Mr Liu Zhipeng, Mr Siow Chee Keong, Ms Brenda Yeo, Mr Jimmy Fong Teck Loon, Mr Johnson Goh Ann Ann, Mr Lee Keen Whye


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Brenda YeoExecutive Director

Ms Yeo is our Executie Director who was appointed to

our Board on 21 February 2007. She oersees the human

resource department o our Group and has more than 7

years o experience in human resource. In 2005, she rst

joined our Group as a human resource executie and

was promoted to a personal assistant in 2006. She holdsa Diploma in Human Resource Management rom the

International Business and Management Education Centre.

Siow Cee KeongLead Independent Director

Mr Siow is is our Lead Independent Director and was

appointed to our Board on 10 December 2007. He has

more than 25 years o audit and management experience

in operations, business systems, inormation technology,

nance and accounting with commercial and nancial

organisations in Canada, USA, England and Singapore. He

is currently the Managing Director o JF virtus Pte. Ltd. and

oers audit, risk and consultancy serices to exchange

listed companies. Mr Siow qualied as a Chartered

Certied Accountant with the Association o Chartered

Certied Accountants in 1981, a Certied Internal Auditor

with the Institute o Internal Auditors Inc. in 1985, a

Certied General Accountants with the Certied General

Accountants o Canada in 1990 and is a member o the

Institute o Certied Public Accountants o Singapore. He

graduated rom the Uniersity o Warwick, England, with a

Master o Business Administration. Mr Siow is on board o

seeral listed and priate companies, and is a member o

the Singapore Institute o Directors.

Liu ZipengIndependent Director

Mr Liu is our Independent director and was appointed to

our Board on 10 December 2007. Mr Liu is an adocate and

solicitor o the Supreme Court o Singapore and currently

also a director with Quantum Law Corporation, where he

adises on corporate and commercial matters, banking,

nance and real estate matters. Mr Liu graduated romthe Uniersity o Nottingham and joined Messrs William

Lai & Alan Wong now known as WLAW LLC as a legal

assistant ater being called to the Singapore Bar in July 1997.

Mr Liu then joined Societe Generale as their inhouse legal

counsel rom 1999 to 2000. Prior to joining Quantum Law

Corporation, Mr Liu was an associate with Wong Partnership

LLPs Corporate Real Estate Department rom April 2006 to

April 2007 and a partner with Chang See Hiang & Partners

rom Noember 2000 to February 2006.

Lee Keen WyeIndependent Director

Mr Lee is our Independent Director and was appointed to our

Board on 10 December 2007. He is the Managing Director

o Strategic Alliance Capital Pte Ltd SAC, a enture capital

and inestment management adisory company. Prior

to ounding SAC, Mr Lee was the ounder and Managing

Director o Rothschild ventures Asia Pte Ltd, a member o the

N M Rothschild & Sons global merchant banking group, and

worked there rom 1990 to 1997. He was Associate Director

with Kay Hian James Capel Pte Ltd which he joined in 1987 as

Head o Research or Singapore and Malaysia. Between 1985

and 1987, Mr Lee was based in Caliornia and worked with

enture capital companies seeking inestments in emerging

growth companies. Prior to that, he was an Inestment

Manager with the Goernment o Singapore Inestment

Corporation. Mr Lee currently sits on the boards o seeral

companies, including Santak Holdings Ltd, Oniontech Limited

and Ultro Technologies Limited, which are listed on the SGXST.

Mr Lee holds a Masters Degree in Business Administration

rom Harard Business School and a Bachelors Degree inBusiness Administration rom the Uniersity o Singapore.


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.keymanagement

The particulars o our Executie Ocers are set out below :

Ong Omar Peter YoungChie Financial Ofcer

Mr Ong is our Chie Financial Ocer responsible or the oerall

group nance and corporate aairs o our Group. Mr Ong

joined our Group in June 2008 prior to which he was a Chie

Financial Ocer and Executie Director o Esmart Holdings

Limited, an SGX listed company. Prior to joining Esmart

Holdings Limited, Mr Ong held the posts o nance manager

o Price Johnson Controls Pte Ltd and nance manager

and logistics manager o Shanghai Johnson Controls Air

Conditioning Co. Ltd., both subsidiaries o Johnson Controls,

Inc., a global market leader in automotie systems, acility

management and control. Mr Ong has approximately 15

years experience in accounting and nance. Mr Ong holds

a Bachelor o Business Accounting rom the Uniersity o

Technology Sydney and is a member o CPA Australia and

Singapore Institute o Directors.

Allan Tan Lee ChyeOperations General Manager

Mr Tan is our Operations General Manager and joined

our Group in September 2009. He is responsible or themanagement o the Groups business and assisting the Chie

Operations Ocer in strategic planning and the execution

o business plans or the Group. He has more than 14 years

o experience in retail business. Prior to joining our Group, he

was an Assistant Operations and Merchandise Director or

Carreour S Pte. Ltd. Mr Tan has also held managerial positions

in with Courts Singapore Limited and Robinson & Co. S Pte.

Ltd. Mr Tan holds a Diploma in Retail Management rom the

Uniersity o Stirling. Mr Tan was also the award winner or the

prestigious Retail Executie o the Year in year 2003.

Joanne Lee Sieu WeiOperations Manager

Ms Lee is our Operations Manager who is responsible or the

retail management o the Group. In 1999, she started her

career as a sales executie with Challenger Technologies LtdChallenger, and was subsequently promoted to become

its assistant manager. Prior to joining our Group in August

2005, she was tasked with oerseeing the operations o two o

Challengers subsidiary companies. She holds an International

Diploma in Computer Studies rom Inormatics Computer

School, Singapore, as well as a Diploma in Retail Management

rom the Uniersity o Stirling.

Go Ling CuanGeneral Manager, Malaysia

Mr Goh is our General Manager or Aor Malaysia who is

responsible or the general operations o Aor Malaysia. He

rom let: Mr Andy Koh, Mr Allan Tan Lee Chye, Mr Ong Omar Peter Young, Mr Chia Choy Heng, Mr Goh Ling Chuan, Ms Joanne Lee Sieu Wei


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i.LOVE.it

Take pride in your work;

be accountable with your job.Act on best interests o the company.

Speed in execution and implementation.

joined our Group in August 2007. Between 1980 and 1985, he

was employed as the Customer Serice Manager or Unidata

Sdn Bhd and was the Operations Manager Operations &

Serices or Pan Malaysian Pools Sdn Bhd rom 1985 to 1991.

Between 1991 and 2007, Mr Goh was employed as the Senior

Manager or OCE System M Sdn Bhd, SiS Distribution M

Sdn Bhd and Basis Bay Sdn Bhd, respectiely, where he was

responsible or the management and deelopment o the

respectie companies nancial targets and business goals. Mr

Goh holds a Diploma in Electrical Engineering rom the Federal

Institute o Technology o Kuala Lumpur and was awarded

certicates or Telecommunication Technician by the City

and Guilds o London Institute. He has also receied seeral

certicates or completing arious management, technology

and deelopment courses rom institutions including Oce

Nederland B.v. venlo, Concurrent Computer Corporation o the

USA, Robert Lam English Language Centre, Malaysian Institute

o Management and Singapore Institute o Management.

Andy Koh Beng LeeGroup Marketing Manager

Mr Koh is our Group Marketing Manager who is responsible

or the brand and marketing communications management

o the Group. He joined our Group in August 2008 and brings

with him more than 9 years o experience. Mr Koh has wonnumerous awards in the marketing and adertising industry,

with the most notable one being the rst rom a local agency

to win a Gold in the Ee awards, which is an illustrious eent

in the industry. Subsequently, he was inited as a speaker

at the inaugural World Ee Festial 2008 presenting his

case on eectieness o marketing. He was also a judge at

the Singapore Ee 2008. Andy holds an Honours degree in

Economics and Management rom Uniersity o London; lead

college London School o Economics and also a Diploma in

Business Administration.

Joseph Chia Choy HengHuman Resources Manager

Mr Joseph Chia is our Human Resources Manager who is

responsible or the management o the Groups Human

Resources. Equipped with more than 18 years o experience in

the Human Resources, he has managed the Human Resources

unctions in both operational as well as strategic capacities in

industries like the manuacturing, community serices, country

clubs and hotel industry. He has also been inited to gie talks

at the Singapore Tourism Board to the public on working in the

serice sector and has represented companies he has worked

or in meetings with the releant goernment ministries and

industry counterparts on workorce issues in Singapore. Some

o the other international groups he has sered in prior to

joining our Group include hotel groups like the Pan Pacic, the

ShangriLa, the InterContinental and manuacturing grouplike Shimano. He holds a Diploma in Personnel Management

rom the National Productiity Board.


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Ability to think and plan ahead

according to business needs.

i.LOVE.it


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FULL NAME OF COMPANY : AFOR LIMITED

COMPANY REGISTRATION NUMBER : 200202930G

WEBSITE : www.epicentreorchard.com

BOARD OF DIRECTORS : Jimmy Fong Teck Loon Executie Chairman and Chie Executie Ocer

Johnson Goh Ann Ann Chie Operations Ocer

Brenda Yeo Executie Director

Siow Chee Keong Independent Director

Lee Keen Whye Independent Director

Liu Zhipeng Independent Director

AUDIT COMMITTEE : Siow Chee Keong Chairman

Lee Keen WhyeLiu Zhipeng

NOMINATING COMMITTEE : Liu Zhipeng Chairman

Siow Chee Keong

Lee Keen Whye


REMUNERATION COMMITTEE : Lee Keen Whye Chairman

Siow Chee Keong

Liu Zhipeng

COMPANY SECRETARY : Tham Lee Meng

REGISTERED OFFICE : 501 Orchard Road, Wheelock Place,

#0220/22 Singapore 238880

Telephone: 65 62389378

Facsimile: 65 62387681

AUDITORS : BDO Rafes

Public Accountants and Certied Public Accountants

19 Keppel Road, Jit Poh Building,

#0201 Singapore 089058

Partnerincharge: Lew Wan Ming

Appointed since nancial year ended 30 June 2009

SHARE REGISTRAR AND : Boardroom Corporate & Adisory Serices Pte. Ltd.

SHARE TRANSFER OFFICE 3 Church Street, Samsung Hub,


TELEPHONE : 65 65365355

FACSIMILE : 65 65361360

PRINCIPAL BANKERS : OerseaChinese Banking Corporation Limited

Citibank, N.A., Singapore Branch

Standard Chartered Bank

.corporateinormation


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SINGAPORE

Aor Limited

501 Orchard Road, Wheelock Place,

#0220/22 Singapore 238880

Telephone: +65 6238 9378

Facsimile: +65 6238 6780

EpiCentre Pte. Ltd.

501 Orchard Road, Wheelock Place,#0220/22 Singapore 238880

Telephone: +65 6238 9378

Facsimile: +65 6238 6780

SINGAPOREEpiCentre@Orchard

501 Orchard Road, Wheelock Place

#0220/23 Singapore 238880

Tel : +65 6238 9378

Fax : +65 6238 6780

EpiCentre@Suntec

3 Temasek Bouleard

#02179 Singapore 038983

Tel : +65 6835 8168

Fax : +65 6337 8246

MALAYSIA

Aor Sdn. Bhd

Central Plaza Suite 1706

17th Floor, 34 Jalan Sultan Ismail,

Kuala Lumpur, Malaysia

Telephone: +603 2141 1787

Facsimile: +603 2141 3787

EpiCentre Solutions Pte. Ltd.

501 Orchard Road, Wheelock Place,

#0220/22 Singapore 238880

Telephone: +65 6238 9378

Facsimile: +65 6238 6780

EpiCentre@Bugis Junction

200 victoria Street,


Tel : +65 6338 4855

Fax : +65 6338 4892

EpiCentre@ION Orchard

ION Orchard, 2 Orchard Turn

#B314 Singapore 238801

Tel : +65 6509 5028

Fax : +65 6509 8190

MALAYSIAEpiCentre@Pavilion

Lot 5.24.07, Leel 5, Pailion

168 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel : +603 2141 6378

Fax : +603 2141 6318

.groupocompanies

.groupstructure

.retaillocations

Aor Limited

EpiCentre Pte. Ltd.

100%

EpiCentre Solutions Pte. Ltd.

100%

Aor Sdn. Bhd.

100%


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i.LOVE.it

Perorm 2Q & 1T.

Quality Serice to Customers. Quantity to Sales.

Transcend Beyond Job Scope.


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i.LOVE.it

Be honest; keep to promise and

delier as promise.


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.nancialhighlights

REvENUE

S$M

2005

26.1

3.7

2005

0.9

1.2

2005 2005

2007

51.0

7.8

2007

3.5

4.3

2007 2007

2006

37.9

5.6

2006

2.0

2.4

2006 2006

2008 2009

64.365.1

11.710.9

2008 2009

3.3

1.8

4.0

2.1

2008 2009 2008 2009

GROSS PROFITS$M

NET PROFIT ATTRIBUTABLE

TO SHAREHOLDERSS$M

PROFIT BEFORE TAXS$M


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i.LOVE.it

Be proactie to achiee Companys ision,

mission & objectie. Trust in each other

proessionalism.


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.corporategoernancereport

The Board o Directors the Board o Aor Limited the Company is committed and dedicated to maintaining a high standard

o corporate goernance in order to protect and enhance the interests o its shareholders. This report outlines the Companyscorporate goernance processes and actiities that were in place throughout the inancial year, with speciic reerence made to

the principles and guidelines o the Code o Corporate Goernance Code.

In compliance with the Listing Manual Section B o the SGXST Listing Manual Catalist Rules, the Company has engaged Asian

Corporate Adisors Pte. Ltd. as its Continuing Sponsor as part o the Companys transition to the Catalist sponsorsuperised

regime. The Company will comply with the Catalist Rules with eect rom 5 October 2009.

The Boards conduct of its Affairs

Principle 1: Eery company should be headed by an eectie Board to lead and control the company. The Board is collectiely

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

accountable to the Board.

The Boards primary role is to protect and enhance longterm shareholder alue . It sets the oerall strategy or the Group

and superises executie management. To ulill this role, the Board sets the Groups strategic direction, establishes goals or

management and monitors the achieement o these goals, thereby taking responsibility or the oerall corporate goernance

o the Group.

The Board meets at least twice a year and Ad hoc meetings are conened when circumstances require. Important and crit ical

matters concerning the Group are also tabled or the Boards decision by way o written resolutions, axes, electronic mails and

teleconerencing.

In addition to its statutory duties, the Boards principal unctions are:

1. approing the Groups strategic plans, key operational initiaties, major inestments and diestments and unding

requirements;

2. approing the annual budget, reiewing the perormance o the business and approing the release o the inancial results

o the Group to shareholders;

3. proiding guidance in the oerall management o the business and aairs o the Group;

4. oerseeing the processes or risk management, inancial reporting and compliance; and

5. approing the recommended ramework o remuneration or the Board and key executies.

The Group has adopted internal guidelines that require the approal o the Board. The types o material transactions that requireBoard approal includes the:

a. approal o release o inancial results to the Singapore Exchange Securities Trading Limited SGXST;

b. approal o annual results and accounts;

c. declaration o interim and proposal o inal diidends;

d. approal o corporate strategy;

e. conening o shareholders meetings; and

. authorization o major transactions.

All newly appointed Directors are gien brieings by Management on the history and business operations and corporate

goernance practices o the Group. The Company will, rom time to time, organise seminars and brieing sessions or the Directors

to enable them to keep pace with regulatory changes, where changes to regulations and accounting standards hae a material

bearing on the Company.


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Board Composition and Balance

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

corporate aairs independently, in particular, rom Management. No indiidual or small group o indiiduals should be allowed

to dominate the Boards decision making.

As at the end o the inancial year, the Board comprises six Directors, three o whom are Independent Directors. The criteria or

independence are determined based on the deinition proided in the Code.

The Board is supported by arious subcommittees, namely, the Nominating Committee, the Audit Committee and the

Remuneration Committee, whose unctions are described below. The Board is able to exercise objectie judgment independently

rom Management and no indiidual or small group o indiiduals dominate the decisions o the Board.

The Board is o the opinion that , gien the scope and nature o the Groups operations, the present size o the Board is appropriate

or eectie decision making. The Board is made up o Directors who are qualiied and experienced in arious ields including

manuacturing, legal, business administration and inance. Accordingly, the current Board comprises o persons who as a group,

hae core competencies necessary to lead and manage the Company.

Chairman and Chief Executive Officer

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

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

indiidual represents a considerable concentration o power.

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

Chairman o the Board is the same person, so as to ensure the decisionmaking process o the Group would not be unnecessarily

hindered.

The Group Executie Chairman Executie Chairman and Chie Executie Oicer, Mr Jimmy Fong Teck Loon, plays a piotal

role in the Groups business deelopment and proides the Group with strong leadership and ision. As Executie Chairman and

Chie Executie Oicer o the Group, he superises the business operations, as well as ormulating longterm corporate strategies

and policies or the Group. He schedules Board meetings as and when required and sets the agenda or the Board meetings.

In addition, he sets guidelines on and ensures quality, quantity, accurateness, and timeliness o inormation low between the

Board, Management and shareholders o the Company. He encourages and builds constructie relation between the Board andManagement. He also takes a leading role in ensuring the Companys compliance with corporate goernance guidelines.

As all major decisions made by Mr Fong are reiewed by the respectie Board Committees, the Board is o the iew that there

are suicient saeguards to ensure accountability and independent decision making.

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

the Code. The Lead Independent Director will be aailable to shareholders where they hae concerns which contact through

the normal channels o the Executie Chairman and Chie Executie Oicer has ailed to resole or or which such contact is

inappropriate.


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Nominating Committee

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

o good corporate goernance, all directors should be required to submit themseles or renomination and reelection at regular

interals.

To aci litate a ormal and transparent process or the appointment o new Directors , the Board has ormed the Nominating

Committee NC.

The Nominating Committee comprises:

Mr Liu Zhipeng Chairman

Mr Jimmy Fong Teck Loon Member

Mr Siow Chee Keong Member

Mr Lee Keen Whye Member

Sae or Mr Jimmy Fong Teck Loon, the other members o the Committee are independent Directors.

The NC has written terms o reerence and their role includes:

1. making recommendations to the Board on all board appointments, including the deelopment o a set o criteria or

Director appointments;

2. renominating Directors haing regard to the Directors contribution to the Group and his perormance at Board Meetings,

or example, attendance, participation and critical assessment o issues deliberated upon by the Board;

3. considering and determining on an annual basis, whether or not a Director is independent; and

4. to decide on how the Boards perormance may be ealuated and propose objectie perormance criteria to the Board.

The independence o each Director is reiewed annually by the NC based on the Codes deinition o what consti tutes an

independent director.

Pursuant to the Articles o Association o the Company:

a one third o the Directors are to retire rom oice and be subject to reelection at eery Annual General Meeting; and

b directors appointed during the course o the year must retire and submit themseles or reelection at the next Annual

General Meeting o the Company ollowing their appointments.

Principle 5: There should be a ormal assessment o the eectieness o the Board as a whole and the contribution by eachdirector to the eectieness o the Board.

The NC assesses the perormance o the Board as a whole in iew o the complementary and collectie nature o the Directors

contributions. The Committee has established objectie perormance criteria by which the Boards perormance may be

ealuated.

Access to Information

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

inormation prior to board meetings and on an ongoing basis.


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The Board is proided with complete and adequate inormation prior to Board meetings and kept inormed o ongoing

deelopments within the Group. Board papers are generally made aailable to Directors beore the meeting and would includeinancial management reports, reports on perormance o the Group, papers pertaining to matters requiring the Boards decision,

updates on key outstanding issues, strategic plans and deelopments in the Group.

The Directors hae separate and independent access to the Companys senior management and the Company Secretary at all

times. Should the Directors, whether as a group or indiidually, require independent proessional adice, such proessionals who

will be selected with the approal o the Chairman or the Chairman o the Committee requiring such adice will be appointed

at the Companys expense.

The Company Secretary attends all Board Meetings and is responsible or ensuring that Board procedures are ollowed. The

Company Secretary assists senior management in ensuring that the Company complies with rules and regulations which are

applicable to the Company.

Remuneration Committee

Principle 7: There should be a ormal and transparent procedure or deeloping policy on executie remuneration and or ixing

the remuneration packages o indiidual directors. No director should be inoled in deciding his own remuneration.

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

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

the remuneration especially that o executie directors should be structured so as to link rewards to corporate and indiidual

perormance.

The Remunerat ion Committee comprises:

Mr Lee Keen Whye Chairman

Mr Liu Zhipeng Member

Mr Siow Chee Keong Member

All members o the Committee are Independent Directors.

The Remunerat ion Committee RC has written terms o reerence and their role includes:

1. making recommendations to the Board on a ramework o remuneration or the directors and key executies to ensure

that it is appropriate to attract, retain and motiate them to run the Group successully;2. reiewing and determining speciic remuneration packages or each executie director and key executies;

3. reiewing and recommending to the Board terms o renewal o serice contracts;

4. considering arious disclosure requirements or directors remuneration; and

5. considering the participation o directors, CEO and key executies in the share schemes and other longterm incentie

schemes as may rom time to time be implemented.

In setting remuneration packages, RC took into account the perormance o the Group as well as the Directors and key executies

aligning their interests with those o shareholders and linking rewards to corporate and indiidual perormance as well as industry

benchmarks. The reiew o remuneration packages takes into consideration the longer term interests o the Group. The reiew

coers all aspects o remuneration including salaries, ees, allowances, bonuses, options and beneitsinkind. The Committees

recommendations are made in consultation with the Chairman o the Board and submitted or endorsement by the entire Board.

The payment o Directors ees is subject to the approal o shareholders.


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Disclosure on Remuneration

Principle 9: Each company should proide clear disclosure o its remuneration policy, leel and mix o remuneration,

and the procedure or setting remuneration, in the companys annual report. It should proide disclosure in relation to its

remuneration policies to enable inestors to understand the link between remuneration paid to directors and key executies,

and perormance.

Details o remuneration o Directors o the Company or FY2009 is set out below:

Directors of the Company Salary & Bonus

%

Fees

%

Total

%

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

Johnson Goh Ann Ann 100 100

Below $250,000 Brenda Yeo 100 100

Siow Chee Keong 100 100

Lee Keen Whye 100 100

Liu Zhipeng 100 100

Rather than set out the names o the top ie executies who are not also Directors o the Company, the remuneration o the

top ie executies or FY 2009 are set out below in bands o S$250,000. This will maintain conidentiality o the remuneration

packages o the key executies:

> S$250,000 < S$500,000 : 0

< S$250,000 : 5

Brenda Yeo, our Executie Director, is the spouse o Jimmy Fong Teck Loon, our Executie Chairman & Chie Executie Oicer as

well as Substantial Shareholder.

Sae as disclosed aboe, none o our Directors or employees are immediate amily members o the Directors or the Executie

Chairman & Chie Executie Oicer.

Accountability and Audit

Principle 10: The Board is accountable to the shareholders while the Management is accountable to the Board.

Accountability

Management proides the Board with the necessary inancial inormation on a regular basis or the discharge o its duties.

In presenting the hal year and ull year inancial statement and diidend announcement to shareholders, as well as timely

announcements o other matters as prescribed by the releant rules and regulation, it is the aim o the Board to proide

shareholders with a balanced and understandable assessment o the Companys and Groups perormance, position and

prospects.


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Audit Committee

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

and duties.

The Audit Committee comprises:

Mr Siow Chee Keong Chairman

Mr Lee Keen Whye Member

Mr Liu Zhipeng Member

All three Audit Committee AC members are independent Directors o the Company. The members hae had many years

o experience in accounting, legal, business and inancial management. The Board considers that the members o the AC are

appropriately qualiied to discharge the responsibilities o the AC.

The AC has written terms o reerence . Speci ically, the AC meets on a periodic basis to perorm the ollowing unct ions:

1. reiew with the external and internal auditors their respectie audit plans, scope, reports, indings and action taken by

management on the indings.

2. reiew the independence o the external and internal auditors annually.

3. recommend the appointment or reappointment o external and internal auditors and remuneration o the external and

internal auditors.

4. reiew the adequacy o internal inancial controls, operational and compliance controls, and risk management policies

and systems established by Management collectiely internal controls.

5. reiew the eectieness o the internal audit unction.

6. reiew the cooperation gien by the Management to the auditors.

7. reiew the perormance o external and internal auditors with the management.

8. reiew the inancial statements o the Company and drat announcements to SGX beore their submission to the

Board.

9. reiew Interested Party Transactions IPT.

10. reiew arrangements by which sta o the company may, in conidence, raise concerns about possible improperties in

matters o inancial reporting or other matters.

11. undertake such other unctions and duties as may be required by statute or the Listing Manual, and by such amendments

made thereto rom time to time.

12. to meet with the external and internal auditors without the presence o Management at least once a year.

13. to note any signiicant actions commenced against the Company and to note any signiicant breaches o regulations orlegislation.

14. to consider any other topics speciically delegated to the Committee by the Board rom time to time.

The AC has ull access to and the cooperation o Management and the ull discretion to inite any Director or executie oicer

to attend its meetings, and has reasonable resources to enable it to discharge its unctions properly.

The AC has undertaken a reiew o all nonaudit serices proided by the auditors and in the ACs opinion, the pro ision o these

serices does not aect the independence o the auditors.

The AC has recommended to the Board the nomination o Messrs BDO Rales or reappointment as external auditors o the

Company at the orthcoming AGM.


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The AC has reiewed arrangements by which the sta o the Company may, in conidence, raise any impropriet ies in matters o

inancial reporting or other matters, with the objectie o ensuring that arrangements are in place or the independent inestigationo such matters or appropriate ollowup action. In this regard, the Management has adopted a whistleblower policy.

Internal Controls

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

shareholders inestments and the companys assets.

The Company has in place a system o internal controls to saeguard shareholders inestment and the Groups assets. The AC has,

during the year, reiewed, with the assistance o the external and internal auditors, the eectieness o the Companys material

internal controls, including inancial, operational and administratie controls and inancial risk management. Based on the reiew

o the AC, the Board is satisied that the internal controls o the Group are adequate to saeguard shareholders inestments and

the Companys assets and ensure the integrity o its inancial statements.

The Board, howeer, recognizes that no system o internal controls could proide absolute assurance against human error , poor

judgement in decision making, raud and other irregular ities. The Board conducts regular reiew on the eectieness o the

Companys system o internal controls.

Internal Audit

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

The Company outsources its internal audit unction to an external CPA irm. The internal auditors plan its internal audit schedules

in consultation with, but independent o the Management. The audit plan is submitted to the Audit Committee or approal prior

to the commencement o the internal audit.

The Audit Committee reiews the internal auditors report on a regular basis , including oerseeing and monitoring o the

implementation or the improements required on internal control weaknesses identiied.

Communications with the Shareholders

Principle 14: Companies should engage in regular, eectie and air communication with shareholders.

Communications with Shareholders

The Company ensures that timely and adequate disclosure o inormation on matters o material impact on the Company are

made to shareholders o the Company ia SGXNET and press releases where appropriate, in compliance with the requirements

set out in the Listing Manual o the Singapore Exchange Securities Trading Limited with particular reerence to the Corporate

Disclosure Policy set out therein.

Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity

to communicate their iews on arious matters aecting the company.


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Greater Shareholder Participation

At general meetings, shareholders o the Company are gien the opportunity to air their iews and ask Directors or Management

questions regarding the Company. The Board and Management are present at these meetings to address any questions that

shareholders may hae. The external auditors are also present to assist the Board in addressing queries by shareholders.

The Articles o Association o the Company Articles allow a member o the Company to appoint a proxy or two proxies to attend

and ote in place o the member at general meetings. For the time being, the Board is o the iew that this is adequate to enable

shareholders to participate in general meetings o the Company and is not proposing to amend their Articles to allow otes in

absentia. Separate resolutions on each distinct issue are tabled at general meetings and the Chairman o the Audit Committee

and the external auditors will be present to address any queries rom the shareholders attending the meeting.

Dealings in Securities

The Company has adopted the Singapore Exchange Securities Trading Limiteds Best Practices Guide applicable in relat ion to

dealings in the Companys securities by its oicers. The Company has inormed its oicers not to deal in the Companys shares

whilst they are in possession o unpublished material price sensitie inormation and during the period commencing one

month beore the announcement o the Companys inancial results and ending on the date o announcement o such inancial

results.

Interested Person Transaction

The aggregate alue o interested person transaction entered during the inancial year was as ollows:

Name of interested person Aggregate value of all interested

person transactions during the

financial year under review (excluding

transactions conducted under

shareholders mandate pursuant to

Rule 920)

S$

Aggregate value of all interested

person transactions conducted under

shareholders mandate pursuant to

Rule 920 (excluding transactions less

than $100,000)

S$

Material Contracts

Since the end o the preious year, the company and its subsidiaries did not enter into any material contract inoling interests

o the Executie Chairman & Chie Executie Oicer, directors or controlling shareholders and no such material contract still

subsist at the inancial year.

Catalist Sponsor

No nonsponsor ee was paid to the Sponsor during the inancial year.


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Directors Attendance at Board and Committee Meetings

The number o Directors and other committees meetings and the record o attendance o each Director during the inancial

year ended 30 June 2009 is set out below:

Director Board Audit Committee

Remuneration

Committee

Nominating

Committee

Number of Meetings Held 2 2 1 1

Number of Meetings Attended

Jimmy Fong Teck Loon 2 2* 1* 1

Johnson Goh Ann Ann 2 2* 0 0

Brenda Yeo 2 2* 0 0

Siow Chee Keong 2 2 1 1

Lee Keen Whye 2 1 1 1

Liu Zhipeng 2 2 1 1

* By initation


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.reportothedirectors

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

year ended 30 June 2009 o the Group and the balance sheet o the Company as at 30 June 2009.

1. Directors

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


Brenda Yeo

Lee Keen Whye

Goh Ann Ann Johnson

Siow Chee Keong

Liu Zhipeng

2. Arrangements to enable Directors to acquire shares or debentures

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

is to enable the Directors o the Company to acquire beneits by means o the acquisition o shares in or debentures o

the Company or any other body corporate.

3. Directors interests in shares or debentures

According to the register o Directors shareholdings kept by the Company or the purposes o Section 164 o the Singapore

Companies Act, Cap. 50 the Act, none o the Directors o the Company who held oice at the end o the inancial year

had any interests in the shares or debentures o the Company or its related corporations except as detailed below:

Shareholdings registered in the

name of Directors

Shareholdings in which Directors

are deemed to have an interest

Balance at

1 July 2008

Balance at

30 June 2009

Balance at

1 July 2008

Balance at

30 June 2009

Number of ordinary shares

Company

Jimmy Fong Teck Loon 51,629,800 50,369,800 630,000 630,000Brenda Yeo 630,000 630,000 51,629,800 50,369,800

Lee Keen Whye 100,000 100,000

Goh Ann Ann Johnson 9,450,000 10,710,000

Siow Chee Keong 100,000 100,000

Liu Zhipeng 100,000 100,000

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

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

by his wie, Brenda Yeo, and ice ersa.


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3. Directors interests in shares or debentures (Continued)

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

o the Company state that, according to the register o Directors shareholdings, the Directors interests as at 21 July 2009

in the shares o the Company hae not changed rom those disclosed as at 30 June 2009.

4. Directors contractual benefits

Since the end o the preious inancial year, no Director o the Company has receied or become entitled to receie a

beneit by reason o a contract made by the Company or by a related corporation with the Director or with a irm o which

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

statements.

5. Share options

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

There were no shares i ssued during the inancial year by irtue o the exercise o options to take up unissued shares o

the Company or its subsidiaries.

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

6. Audit committee

The Audit Committee comprises the ollowing members, who are all nonexecutie Directors and a majority o whom,

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

at the date o this report are:

Siow Chee Keong Chairman

Lee Keen Whye

Liu Zhipeng

The Audit Committee perorms the unct ions speciied in Section 201B 5 o the Act. In perorming those unct ions, the

Audit Committee reiewed the audit plans and the oerall scope o examination by the external auditors o the Groupand o the Company. The Audit Committee also reiewed the independence o the external auditors o the Company

and the nature and extent o the nonaudit serices proided by the external auditors.

The Audit Committee also reiewed the assistance proided by the Companys oicers to the external auditors and the

consolidated inancial statements o the Group and the balance sheet o the Company as well as the Independent Auditors

Report thereon prior to their submission to the Directors o the Company or adoption and reiewed the interested person

transactions as deined in Chapter 9 o the Listing Manual o the Singapore Exchange.

The Audit Committee has ull access to and has the cooperation o the management and has been gien the resources

required or it to discharge its unction properly. It has also ull discretion to inite any Director and executie oicer to

attend its meetings. The external auditors hae unrestricted access to the Audit Committee.


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6. Audit committee (Continued)

The Audit Committee has recommended to the Board o Directors the nomination o BDO Rales, or reappointment

as auditors o the Company at the orthcoming Annual General Meeting. The Audit Committee has carried out an

annual reiew o nonaudit serices proided by the external auditors to satisy itsel that the nature and extent o

such serices will not prejudice the independence and objectiity o the external auditors prior to recommending their

recommendation.

7. Auditors

The auditors, BDO Rales, hae expressed their wi llingness to accept reappointment .


Jimmy Fong Teck Loon Goh Ann Ann Johnson

Director Director

Singapore18 September 2009


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.statementbydirectors

In the opinion o the Board o Directors,

a the accompanying inancial statements comprising the balance sheets, consolidated income statement, consolidated

statement o changes in equity and consolidated cash low statement together with the notes thereon are properly

drawn up in accordance with the proisions o the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting

Standards so as to gie a true and air iew o the state o aairs o the Group and o the Company as at 30 June 2009

and o the results, changes in equity and cash lows o the Group or the inancial year ended on that date; and

b at the date o this statement, there are reasonable grounds to beliee that the Company will be able to pay its debts as

and when they all due.


Jimmy Fong Teck Loon Goh Ann Ann Johnson

Director Director

Singapore

18 September 2009


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.independentauditorsreportTO ThE MEMBERS OF AFOR LIMITED

We hae audited the accompanying inancial statements o Aor Limited the Company and its subsidiaries the Group as set

out on pages 32 to 73 which comprise the balance sheets o the Group and o the Company as at 30 June 2009, the consolidatedincome statement, consolidated statement o changes in equity and consolidated cash low statement o the Group or the

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

Managements Responsibility for the Financial Statements

Management is responsible or the preparation and air presentation o these inancial statements in accordance with the

proisions o the Singapore Companies Act, Cap. 50 the Act and Singapore Financial Reporting Standards. This responsibility

includes:

a deising and maintaining a system o internal accounting controls suicient to proide a reasonable assurance that assets

are saeguarded against loss rom unauthorised use or disposition; and transactions are properly authorised and that they

are recorded as necessary to permit the preparation o true and air income statement and balance sheets and to maintain

accountability o assets;

b selecting and applying appropriate accounting policies; and

c making accounting estimates that are reasonable in the circumstances.

Auditors Responsibility

Our responsibility is to express an opinion on these inancial statements based on our audit. We conducted our audit in accordance

with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perorm

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

An audit inoles perorming procedures to obtain audit eidence about the amounts and disclosures in the inancial statements.

The procedures se lected depend on the auditors judgement , including the assessment o the risks o material misstatement o

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

releant to the entitys preparation and air presentation o the inancial statements in order to design audit procedures that are

appropriate in the circumstances, but not or the purpose o expressing an opinion on the eectieness o the entitys internal

control. An audit also includes ealuating the appropriateness o accounting policies used and the reasonableness o accounting

estimates made by management, as well as ealuating the oerall presentation o the inancial statements.

We beliee that the audit eidence we hae obtained is suicient and appropriate to proide a basis or our audit opinion.


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.independentauditorsreportTO ThE MEMBERS OF AFOR LIMITED

Opinion

In our opinion,

a the consolidated inancial statements o the Group and the balance sheet o the Company are properly drawn up in

accordance with the proisions o the Act and Singapore Financial Reporting Standards so as to gie a true and air iew

o the state o aairs o the Group and o the Company as at 30 June 2009 and o the results, changes in equity and cash

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

b the accounting and other records required by the Act to be kept by the Company and by the subsidiary incorporated in

Singapore o which we are the auditors, hae been properly kept in accordance with the proisions o the Act.

BDO Raffles

Public Accountants and

Certiied Public Accountants

Singapore

18 September 2009


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.balancesheetsAS AT 30 JUNE 2009

Group Company

Note 2009 2008 2009 2008

$000 $000 $000 $000

Non-current assets

Plant and equipment 4 406 437 106 229

Inestments in subsidiaries 5 480 165

406 437 586 394

Current assets

Inentories 6 5,080 5,528 4,725

Trade and other receiables 7 3,856 3,822 5,620 6,091

Cash and cash equialents 8 12,437 10,992 8,068 9,451

21,373 20,342 13,688 20,267

Less:

Current liabilities

Trade and other payables 9 7,072 5,062 462 4,658

Finance lease payable 10 6 6 6 6

Current income tax payable 301 775 151 775

7,379 5,843 619 5,439

Net current assets 13,994 14,499 13,069 14,828

Less :

Non-current liabilities

Finance lease payable 10 7 13 7 13

Deerred tax liabilities 11 42 51 15 51

49 64 22 64

14,351 14,872 13,633 15,158

Capital and reserves

Share capital 12 6,709 6,709 6,709 6,709

Foreign currency translation resere 13 3 6

Accumulated proits 7,639 8,157 6,924 8,449

Equity attributable to equity holders ofthe Company 14,351 14,872 13,633 15,158

The accompanying notes orm an integral part o these inancial statements.


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.consolidatedincomestatementFOR ThE FINANCIAL YEAR ENDED 30 JUNE 2009

Note 2009 2008

$000 $000

Reenue 14 65,063 64,312

Cost o sales 54,154 52,628

Gross proit 10,909 11,684

Other income 15 783 415

Administratie expenses 6,881 5,759

Selling and distribution costs 2,678 2,293

Proit beore income tax 16 2,133 4,047

Income tax expense 17 313 779

Proit ater income tax attributable to equity holders o the Company 1,820 3,268

Earnings per share in cents 18

Basic 1.95 6.42

Diluted 1.95 6.42



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.consolidatedstatementochangesinequityFOR ThE FINANCIAL YEAR ENDED 30 JUNE 2009

Not e Shar e capit al

Foreign

currency

translation

reserve

Accumulated

profits

Total equity

attributable to

equity holders

of the Company

$000 $000 $000 $000

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

Currency translation adjustment recognised

directly in equity 3 3

Net proit or the inancial year 1,820 1,820

Total recognised income and expense or

the inancial year 3 1,820 1,817

Diidends 19 2,338 2,338

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

Balance as at 1 July 2007 315 4,889 5,204

Issue o shares 12 7,790 7,790

Share issue expenses 12 1,396 1,396

Currency translation adjustment recognised

directly in equity 6 6

Net proit or the inancial year 3,268 3,268

Total recognised income and expense or

the inancial year 6 3,268 3,274

Balance as at 30 June 2008 6,709 6 8,157 14,872



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FOR ThE FINANCIAL YEAR ENDED 30 JUNE 2009

.consolidatedcashfowstatement

Note 2009 2008

$000 $000

Cash flows from operating activities

Proit beore income tax 2,133 4,047

Adjustments or:

Allowance or doubtul trade receiables 7

Bad trade receiables written o 75 9

Depreciation o plant and equipment 4 264 274

Goodwill on acquisition o subsidiaries written o 5 13

Interest income 33 22

Loss on disposal o plant and equipment 11

Obsolete inentories written o 165 Plant and equipment written o 9

Currency translation adjustment 15

Operating proit beore working capital changes 2,631 4,336

Working capital changes:

Inentories 283 1,700

Trade and other receiables 116 580

Trade and other payables 2,010 312

Cash generated rom operations 4,808 2,368

Interest receied 33 22

Income taxes paid 796 910

Net cash rom operating actiities 4,045 1,480

Cash flows from investing activities

Purchase o plant and equipment 4 266 384

Acquisition o subsidiaries 5 29

Proceeds rom disposal o plant and equipment 10

Net cash used in inesting actiities 256 355

Cash flows from financing activities

Diidends paid 2,338

Increase in ixed deposits pledged 195 1,740

Net proceeds rom issue o shares 6,359Finance lease payments 6 6

Net cash used in/rom inancing actiities 2,539 4,613

Net change in cash and cash equialents 1,250 5,738

Cash and cash equialents at beginning o inancial year 8 8,889 3,151

Cash and cash equialents at end o inancial year 8 10,139 8,889



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.notestothenancialstatementsFOR ThE FINANCIAL YEAR ENDED 30 JUNE 2009

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

1. General corporate information

The balance sheet o Aor Limited the Company and the consolidated inancial statements o the Company and

its subsidiaries the Group or the inancial year ended 30 June 2009 were authorised or issue in accordance with a

Directors resolution dated 18 September 2009.

The Company is a public limited company, incorporated and domici led in Singapore with its registered oice address and

principal place o business at 501 Orchard Road, #0220/22 Wheelock Place, Singapore 238880. The Companys registration

number is 200202930G.

The principal actiities o the Company are those o distribution and selling o computers and computer products and

proiding maintenance and computer related serices.

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

2. Summary of significant accounting policies

2.1. Basis of preparation of financial statements

The inancial statements hae been prepared in accordance with the proisions o the Singapore Companies Act,

Cap. 50 and Singapore Financial Reporting Standards FRS. The inancial statements are presented in Singapore

dollar and all alues are rounded to the nearest thousand $000 except when otherwise indicated. The inancial

statements hae been prepared under the historical cost conention, except as disclosed in the accounting

policies below.

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

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

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

assets and liabilities at the balance sheet date, and the reported amounts o reenue and expenses during

the inancial year. Although these estimates are based on the managements best knowledge o historical

experience and other actors, including expectations o uture eents that are belieed to be reasonable under the

circumstances, actual results may ultimately dier rom those estimates. The estimates and underlying assumptionsare reiewed on an ongoing basis. Reisions to accounting estimates are recognised in the inancial year in which

the estimate is reised i the reision aects only that inancial year, or in the inancial year o the reision and

uture inancial years i the reision aects both current and uture inancial years.

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

statements are disclosed in Note 3 to the inancial statements.

During the inancial year, the Group and the Company adopted the new and reised FRS and Interpretations o

FRS INT FRS that are releant to their operations and eectie or the current inancial year. The adoption o

the new or reised FRS and INT FRS did not result in any substantial change to the Groups and the Companys

accounting policies and has no material eect on the amount reported or the current or prior inancial years.


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.notestothenancialstatements

2. Summary of significant accounting policies (Continued)

2.1. Basis of preparation of financial statements (Continued)

FRS and INT FRS issued but not yet effective

The Group and the Company hae not adopted the ollowing FRS and INT FRS that hae been issued but not yet

eectie:

Effective date

(Annual periods

beginning on or after)

FRS 1 : Presentation o Financial Statements Reised Presentation 1 January 2009

: Amendments FRS 1 Puttable o Financial Instruments and

Obligations Arising on Liquidation

1 January 2009

FRS 23 : Borrowing Costs Reised 1 January 2009

FRS 27 : Amendments to FRS 27 Cost o an Inestment in a Subsid iary,

Jointly Controlled Entity or Associate

1 January 2009

: Consolidated and Separate Financial Statements Reised 1 July 2009

FRS 32 : Financial Inst ruments: Presentat ion Amendments re lating to

Puttable Financial Instruments and Obligations Arising on

Liquidation

1 January 2009

FRS 39 : Amendments to FRS 39 Financial Inst ruments: Recognition and

Measurement and FRS 107, Financial Instruments: Disclosures

Reclassiication o Financial Assets

1 July 2009

: Amendments to FRS 39 Financial Instruments Recognition and

Measurement Eligible Hedge Items

1 July 2009

: Amendments to FRS 39 Financial Instruments Embedded

Deriaties

30 June 2009

FRS 101 : Amendments to FRS 101 Cost o an Inestment in a Subsidiary,

Jointly Controlled Entity or Associate

1 January 2009

FRS 102 : Sharebased Payment vesting Conditions and Cancellations 1 January 2009

FRS 103 : Business Combinations Reised 1 July 2009

FRS 107 : Amendments to FRS 107 Financial Instruments: Disc losures

Improing Disclosures about Financial Instruments

1 January 2009

FRS 108 : Operating Segments 1 January 2009

INT FRS 109 : Amendments to FRS 109 Embedded Deriaties 30 June 2009

INT FRS 112 : Serice Concession Arrangements Reised 1 January 2009

INT FRS 116 : Hedges o a Net Inestment in a Foreign Operation 1 October 2008

INT FRS 117 : Distributions o Noncash Assets to Owners 1 July 2009

INT FRS 118 : Transer o Assets rom Customers 1 July 2009


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2.1. Basis of preparation of financial statements (Continued)

The Group and the Company expect that the adopt ion o the aboe pronouncements, i applicable will hae no

material impact on the inancial statements in the period o initial application, except as disclosed below.

FRS 1, Presentation of Financial Statements - Revised Presentation

FRS 1 Reised requires an entity to present, in a statement o changes in equity, all owner changes in equity.

All nonowner changes in equity i.e. comprehensie income are required to be presented in one statement o

comprehensie income or in two statements a separate income statement and a statement o comprehensie

income. Components o comprehensie income are not permitted to be presented in the statement o changesin equity. In addition, a statement o inancial position is required at the beginning o the earliest comparatie

period ollowing a retrospectie application o an accounting policy, a retrospectie restatement o items in its

inancial statements or a reclassiication o items in the inancial statements. FRS 1 Reised does not hae any

impact on the Groups and the Companys inancial position or results.

FRS 27, Consolidated and Separate Financial Statements (Revised)

The amendments in FRS 27 Reised 2009 are principal ly in respect o the accounting treatment or transact ions

that result rom changes in a parents interest in a subsidiary. These amendments will signiicantly aect the

accounting or such transactions in uture accounting periods, but the extent o the impact on the inancial

statements will depend on the nature and type o the transactions, which cannot be anticipated. The changeswill be adopted prospectiely or transactions ater the date o adoption o the reised Standard and, thereore,

no restatements will be required in respect o transactions prior to the date o adoption.

FRS 103, Business Combination (Revised)

The amendments in FRS 103 Reised 2009 on accounting or business combination transactions are signiicant

and the main changes relate to measurement o all items o consideration transerred by acquirer at air alue at

the acquisition date, the election o measuring noncontrolling interest at air alue or at its proportionate interest

in air alue o identiiable assets and liabilities at acquisition date and the transaction costs incurred in connection

with the business combination is expensed as and when they are incurred and cannot be capitalised. The impact

o FRS 103 Reised can only be determined once the detail o uture business combination transactions isknown. The amendments to this reised Standard will be adopted prospectiely or transactions ater the date o

adoption o the reised Standard and, thereore, no restatements will be required in respect o transactions prior

to the date o adoption.

FRS 108, Operating Segments

FRS 108 requires an entity to adopt a management perspectie approach in reporting inancial and descriptie

inormation about its reportable segment. Financial inormation is required to be reported on the basis that it is

used internally or ealuating operating segment perormance and deciding how to allocate resources to operating

segments. FRS 108 introduces additional segment disclosures to be made to improe the inormation about the

operating segments.

The Group and the Company will apply FRS 1, FRS 27, FRS 103 and FRS 108 rom inancial year beginning 1 July

2009.


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2.2. Basis of consolidation

The consolidated inancial statements comprise the inancial statements o the Company and its subsidiaries made

up to end o the inancial year. The inancial statements o the subsidiaries are prepared or the same reporting

date as the parent company.

The purchase method o accounting is used to account or the acquisition o subsidiaries. The cost o an acquisition

is measured as the air alue o the assets gien, equity instruments issued or liabilities incurred or assumed at

the date o exchange, plus costs directly attributable to the acquisition. Identiiable assets acquired and liabilities

and contingent liabilities assumed in a business combination are measured initially at their air alues on the date

o acquisition, irrespectie o the extent o any minority interest. Cost directly attributable to an acquisition are

included as part o the cost o acquisition.

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

that control ceases. In preparing the consolidated inancial statements, intercompany transactions, balances and

unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated

unless the transaction proides eidence o an impairment o the asset transerred. Where necessary, adjustments

are made to the inancial statements o subsidiaries to ensure consistency o accounting policies with those o

the Group.

2.3. Subsidiaries

Subsidiaries are entities including special purpose entities oer which the Group has power to goern the inancial

and operating policies, generally accompanying a shareholding o more than one hal o the oting rights. The

existence and eect o potential oting rights that are currently exercisable or conertible are considered when

assessing whether the Group controls another entity.

Inestments in subsidiaries are stated at cost on the Companys balance sheet less accumulated impairment in

alue, i any.

2.4. Plant and equipment

Plant and equipment are initially recorded at cost. Subsequent to initial recognition, plant and equipment are

stated at cost less accumulated depreciation and impairment in alue, i any.

The cost o plant and equipment includes expenditure that is directly attr ibutable to the acquisition o the

items. Dismantlement, remoal or restoration costs are included as part o the cost o plant and equipment i

the obligation or dismantlement, remoal or restoration is incurred as a consequence o acquiring or using the

plant and equipment.

Subsequent expenditure relating to the plant and equipment that has already been recognised is added to the

carrying amount o the asset when it is probable that the uture economic beneits, in excess o the standard o

perormance o the asset beore the expenditure was made, will low to the Group and the Company and the

cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the inancial

year in which it is incurred.


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2.4. Plant and equipment (Continued)

On disposal o an item o plant and equipment, the dierence between the net disposal proceeds and its carrying

amount is taken to the income statement.

Depreciation is calculated on the straightline method so as to write o the depreciable amount o the plant and

equipment oer the estimated useul lies as ollows:

Years

Demo equipment 3

Oice equipment 3

Furniture and ittings 3

Renoation 3

Motor ehicle 10

The residual alues, useul l ie and depreciation method are reiewed at each balance sheet date to ensure that

the residual alues, period o depreciation and depreciation method are consistent with preious estimates

and the expected pattern o consumption o the uture economic beneits embodied in the items o plant and

equipment.

2.5. Impairment of non-financial assets

The carry ing amounts o non inancial assets are reiewed at each balance sheet date to determine whether

there is any indication o impairment in alue and wheneer eents or changes in circumstances indicate that

the carrying amount may not be recoerable. I any such indication exists, or when annual impairment testing or

an asset is required, the assets recoerable amount is estimated.

An impairment in alue is recognised wheneer the carrying amount o an asset or its cashgenerating unit

exceeds its recoerable amount. A cashgenerating unit is the smallest identiiable asset group that generates

cash lows that largely are independent rom other assets and groups o assets. Impairment in alue is recognised

in the income statement, unless it reerses a preious realuation, credited to equity, in which case it is charged

to equity.

The recoerable amount o an asset or cashgenerating unit is the higher o its air alue less costs to sell and its

alue in use. Recoerable amount is determined or indiidual asset, unless the asset does not generate cash inlows

that are largely independent o those rom other assets or groups o assets. I this is the case, the recoerable

amount is determined or the cashgenerating unit to which the assets belong. The air alue less costs to sell is

the amount obtainable rom the sale o an asset or cashgenerating unit in an arms length transaction between

knowledgeable, willing parties, less costs o disposal. value in use is the present alue o estimated uture cash

lows expected to be deried rom the continuing use o an asset and rom its disposal at the end o its useul lie,

discounted at pretax rate that relects current market assessment o the time alue o money and the risks speciic

to the asset or cashgenerating unit or which the uture cash low estimates hae not been adjusted.


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2.5. Impairment of non-financial assets (Continued)

An assessment is made at each balance sheet date as to whether there is any indication that an impairment in

alue recognised in prior periods or an asset may no longer exist or may hae decreased. I such indication exists,

the recoerable amount is estimated. An impairment in alue recognised in prior periods is reersed only i there

has been a change in the estimates used to determine the recoerable amount since the last impairment in alue

was recognised. I that is the case, the carrying amount o the asset is increased to its recoerable amount. An

impairment in alue is reersed only to the extent that the assets carrying amount does not exceed the carrying

amount that would hae been determined, net o depreciation, i no impairment in alue has been recognised.

Reersals o impairment in alue are recognised in the income statement unless the asset is carried at realued

amount, in which case the reersal in excess o impairment in alue recognised in the income statement in prior

periods is treated as a realuation increase. Ater such a reersal, the depreciation is adjusted in uture periods

to allocate the assets reised carrying amount, less any residual alue, on a systematic basis oer its remaining

useul lie.

2.6. Inventories

Inentories are stated at the lower o cost and net realisable alue.

Cost is determined on a irstin, irstout basis and includes all costs o purchase, costs o conersion and other

costs incurred in bringing the inentories to their present location and condition.

Net realisable alue is the estimated selling price at which inentories can be realised in the ordinary course obusiness ater allowing or the costs o realisation. Allowance is made or obsolete, slowmoing and deectie

inentories.

2.7. Financial assets

The Group and the Company classi y their inancial assets as loans and receiables. The c lassiication depends on

the purpose o which the assets were acquired. The management determines the classiication o the inancial

assets at initial recognition and reealuate this designation at the balance sheet date, where allowed and

appropriate.

Loans and receiables are nonderiatie inancial assets with ixed or determinable payments that are not quoted

in an actie market. Loans and receiables are classiied within trade and other receiables and cash and cash

equialents on the balance sheets.

Recognition and derecognition

Regular way purchases and sales o inancial assets are recognised on tradedate, the date on which the Group

and the Company commit to purchase or sell the asset.

Financial assets are derecognised when the rights to receie cash lows rom the inancial assets hae expired

or hae been transerred and the Group and the Company hae transerred substantially all risks and rewards o

ownership.

On sale o a inancial asset, the dierence between the carrying amount and the net sale proceeds is recognised

in the income statement.


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2.7. Financial assets (Continued)

Initial and subsequent measurement

Financial assets are initially recognised at air alue plus transaction costs.

Ater initial recognition, loans and receiables are carried at amortised cost using the eectie interest method,

less impairment in alue, i any.

Effective interest method

The eectie interest method is a method o calculating the amortised cost o a inancial instrument and o

allocating interest income or expense oer the releant period. The eectie interest rate is the rate that exactly

discounts estimated uture cash receipts or payments through the expected lie o the inancial instrument, or

where appropriate, a shorter period. Income and expense are recognised on an eectie interest basis or debt

instruments other than those inancial instruments at air alue through proit or loss.

Impairment

The Group and the Company assess at each balance sheet date whether there is objectie eidence that a inancial

asset or a group o inancial assets is impaired.

An allowance or impairment in alue o loans and receiables is recognised when there is objectie eidence

that the Group and the Company will not be able to collect all amounts due according to the original terms o

the receiables. The amount o allowance is the dierence between the assets carrying amount and the present

alue o estimated uture cash lows, discounted at the original eectie interest rate. The carrying amount o the

asset is reduced through the use o an allowance account. The amount o the loss is recognised in the income

statement.

I, in a subsequent period, the amount o the impairment in alue decreases and the decrease can be related

objectiely to an eent occurring ater the impairment was recognised, the preiously recognised impairment in

alue is reersed either di rectly or by adjusting an allowance account. Any subsequent reersal o an impairment inalue is recognised in the income statement, to the extent that the carrying amount o the asset does not excee

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Epicentre 2009 AR

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