Memstar Technology Ltd. (Incorporated in Singapore) MEMSTAR TECHNOLOGY 2016 LTD. ANNUAL REPORT

Transcription

1 MEMSTAR TECHNOLOGY ANNUAL REPORT 2016 LTD.

2 CONTENTS 1 Chairman s Statement and Operations Review 22 Statement of Financial Position 2 Board of Directors 23 Statement of Changes in Equity 4 Corporate Governance Report 24 Statement of Cash Flows 15 Directors Statement 25 Notes to the Financial Statements 19 Independent Auditors Report 43 Statistics of Shareholdings 21 Statement of Comprehensive Income 45 Notice of Annual General Meeting Proxy Form CORPORATE PROFILE Memstar Technology Ltd. had on April 2014 completed the disposal of its membrane business and principal operating subsidiary. The net proceeds from this sale were mainly distributed to shareholders as dividends and capital repayments both in cash and in-specie of Citic Envirotech Ltd. (formerly known as United Envirotech Ltd ) Shares. Following the completion, Memstar Technology Ltd. became a cash company under Rule 1018 (Cash Companies) of the Listing Manual of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Company does not have any subsidiary as at 30 June The Company refers to the announcements made on SGXNET in relation to the termination of the RTO sale and purchase agreement ( RTO SPA ) with Longmen Group Ltd and the notification of delisting from the Official List of the SGX-ST. The Company is not presently able to provide a reasonable exit offer for the following reasons: (a) (b) the Company had, in its capacity as a cash company, utilised a significant portion of its then remaining cash to, inter alia, engage legal, financial, accounting and technical professionals and advisers in accordance with the RTO SPA; and none of the Company s controlling shareholders have expressed any intention to make an exit offer.

3 CHAIRMAN S STATEMENT AND OPERATIONS REVIEW Dear Shareholders On behalf of the Board, I present to you Memstar Technology Ltd. (the Company ) Annual Report for the financial year ended 30 June 2016 ( FY2016 ). The Year in Review Income Statement Review Following the completion of the disposal of its membrane business and principal operating subsidiary in April 2014, the Company became a cash company under Rule 1018 (Cash Companies) of the Listing Manual of the Singapore Exchange Securities Trading Limited. Administrative expenses increased from S$1.7 million for the financial year ended 30 June 2015 to S$2.1 million for the financial year ended 30 June 2016 due mainly to professional fees incurred for the RTO transaction with Longmen Group Ltd which had since been terminated. Other expense of S$6.75 million relates to the provision for impairment of other receivable for the refundable deposit from Longmen Group Ltd. Other income for the previous year relates to the gain on foreign currencies translation and recovery of doubtful debt. Balance Sheet Review The assets of the Company comprise mainly cash of approximately S$0.4 million. Other payables of S$1.4 million comprise mainly accruals of statutory costs and professional fees. Cash Flow & Liquidity Net cash used in operating activities amounted to approximately S$1.0 million mainly due to losses incurred arising from the payment of professional fees for the proposed RTO which had since been terminated. Moving Forward The Company is continuing its efforts to source for a suitable business to be acquired. It has also appointed the law firm Rajah & Tann Singapore LLP to commence legal action against Longmen Group Ltd. and other relevant parties under the RTO SPA.The legal process is still on-going and the refundable deposit has yet to be recovered.the shareholders will be updated on any material developments in this regard. Appreciation On behalf of the Board of Directors, I would like to thank our shareholders and business associates for their unwavering support during the past year. Ms Pan Shuhong Non-Executive Chairman 1

4 BOARD OF DIRECTORS PAN SHUHONG Non-Executive Director/Chairman Ms Pan Shuhong is a Non-Executive Director of the Company following the disposal by the Company of its operating subsidiary and business assets in April She is responsible for ensuring the integrity and effectiveness of the governance process of the Board and representing the Board to Shareholders. She is a member of the Company s Nominating Committee. Prior to joining Memstar, Ms Pan was the General Manager of NOVO Envirotech (Guangzhou) Co., Ltd. (a wholly-owned subsidiary of United Envirotech Ltd.) during which she was responsible for the marketing and investment activities. Prior to joining NOVO Envirotech (Guangzhou) Co., Ltd. in 2003, she was the General Manager and Executive Director of NOVO Safety & Environmental Technology (Guangzhou) Co., Ltd. and a Senior Manager (China) of NOVO Environmental Technology Services Pte Ltd (NOVO ETS), both subsidiaries of PSB Corporation. From 1993 to 1995, she was Department Manager of Shenzhen Zhonghongda Import & Export Co., Ltd. and joined Landtop Corporation Pte. Ltd. in 1996 as Technical Manager. In 1998, she started her own business, Sinland Technology Services, which was in the business of providing environmental consultancy and coordination services, prior to joining NOVO ETS in Ms Pan specialises in electrochemistry and water treatment using advanced membrane technology. She holds a Bachelor and Master degrees in Chemistry from Jilin University. GE HAILIN Non-Executive Director Dr Ge has many years of R&D experience in conducting polymer, membrane materials and chemical engineering. In February 1992, he worked at the Singapore Institute of Standards and Industrial Research (SISIR) as a senior research fellow and then PSB Corporation as a section head to conduct R&D work, in particular conducting polymer and membrane separation technology. In 1997, he founded his own company HW Electrochem Technology Pte Ltd focusing on development of functional materials and membrane technology for environmental and water treatment application. Dr Ge graduated from Wuxi Institute of Light Industry, China in 1977 and obtained his Master in Chemical Engineering from East China University of Science and Technology, China in He was awarded a scholarship by Wollongong University, Australia to undertake his PhD study in chemistry. He obtained his PhD in 1990 and conducted his Post- Doctoral research for two years at the same university. LAM PECK HENG Lead Independent Director Mr Lam had been a teacher at Raffles Institution, a senior officer at the Economic Development Board, an Assistant Secretary at the Ministry of Finance of Singapore, an Assistant General Manager at Intraco Ltd and the Registrar and Executive Director of the Singapore Society of Accountants (now known as Institute of Singapore Chartered Accountants (ISCA)). He was appointed Head of Mission in Myanmar from 1988 to He was Singapore s High Commissioner to India from 1993 to 1996 and High Commissioner to New Zealand from 1996 to He was Bhutan s Honorary Consul in Singapore from 1983 to He was awarded the Public Service Medal in 1982 and made a Friend of Labour in Mr. Lam is also an independent director of Eratat Lifestyle Limited. Mr Lam obtained his Bachelor of Science (Honours) degree in Mathematics from the University of Singapore, and Master of Arts degree in Mathematics from the University of Kansas, USA. 2

5 BOARD OF DIRECTORS HONG PIAN TEE Independent Director Mr Hong was the Managing Director of PricewaterhouseCoopers Intrust Limited from 1985 to 1999, prior to retiring from professional practice. His experience and areas of expertise are in corporate advisory, financial reconstruction and corporate insolvencies since He has been a corporate/financial advisor to clients with businesses in Singapore and Indonesia and in addition, was engaged to restructure companies with operations in Taiwan, Indonesia and Malaysia. Mr Hong is also the Chairman of the Pei Hwa Foundation Limited, Lead Independent Director of Golden Agri-Resources Ltd, Lead Independent Director of XMH Holdings Ltd. and Non-Executive Chairman/Independent Director of AsiaPhos Limited. LEE SUAN HIANG Independent Director Mr Lee was the Chief Executive of the Real Estate Developers Association of Singapore. A Colombo Plan Scholar in Industrial Design (Engineering), he had a varied career in the public service as Deputy Managing Director of the Economic Development Board and Chief Executive of SPRING Singapore, National Productivity Board, Singapore Institute of Standards and Industrial Research and National Arts Council. He was also Chairman of PSB Corporation, Deputy Chairman of the International Federation of Arts Councils and Cultural Agencies and Council Member of the International Standards Organisation. He is the current President of the EDB Society and a Fellow of the UK Chartered Management Institute, Chartered Institute of Marketing and the World Academy of Productivity Science. He was awarded the Public Administration (Gold) Medal in 1998, the World SME Association Award in 2001, the Japan External Trade Organisation Award in 2002, the Chevalier de l Ordre des Arts et Lettres from France in 2010 and the NTUC Friend of Labour Award in Mr Lee is also an Independent Director of Citic Envirotech Ltd and Viking Offshore and Marine Limited. CHIA CHUNG MUN ALPHONSUS Independent Director From 2012 to 2015, Mr Chia was the Deputy Chief Executive Officer of XMH Holdings Limited. Prior to this, he was the Chief Executive Officer of Singapore Cooperation Enterprise (SCE), an agency formed by Ministry of Trade and Industry and the Ministry of Foreign Affairs of Singapore in May 2006 with the aim of building long term partnerships with foreign parties and create spin-offs in terms of business opportunities for Singapore s private sector. From 2004 to 2007, he was the Deputy Chief Executive Officer of International Enterprise (IE) Singapore and concurrently, Senior Director, International Business Division at the Ministry of Trade and Industry. Mr Chia resigned as an Independent Director on 19 April

6 CORPORATE GOVERNANCE REPORT The Board of Directors of Memstar Technology Ltd. is committed to maintaining a high standard of corporate governance and transparency within the Company to protect the interests of its shareholders and enhance long-term shareholder value. The Board is pleased to report the Company s corporate governance processes with specific reference to the principles and guidelines of the Code of Corporate Governance 2012 (the Code ). BOARD MATTERS THE BOARD S CONDUCT OF AFFAIRS Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the long-term success of the company. The Board works with Management to achieve this objective and the Management remains accountable to the Board. The Board has overall responsibility for the corporate governance of the Company so as to protect and enhance longterm shareholder value. It sets the overall strategy for the Company and supervises executive management and monitors their performance. Apart from its statutory responsibilities, the principal functions of the Board are: 1. To review the performance, position and prospects of the Company; 2. To approve the Company s strategic plans, key operational initiatives, major investments and funding decisions; and 3. To identify principal risks of the Company s business and ensure adequate risk management processes and systems are in place. To assist in the execution of its responsibilities, the Board has established an Audit Committee, a Nominating Committee and a Remuneration Committee which are chaired by Independent Directors. These Committees function within clearly defined terms of references and operating procedures. The effectiveness of each Committee is reviewed by the Board on a regular basis. During the financial year, the Directors received updates on regulatory changes to the Listing Manual of the Singapore Exchange Securities Trading Limited ( SGX-ST ) and changes to the Companies Act and Accounting Standards. The Board meets regularly at least 4 times a year to review and deliberate on the key activities and business strategies of the Company, including reviewing and approving significant acquisitions and disposals, reviewing financial performance and to approve the public release of quarterly and annual financial results. The Board also periodically reviews the internal control and risk management systems of the Company to ensure that there are sufficient guidelines and procedures in place to monitor its operations. Where necessary, additional meetings may be held to address significant transactions or issues. The Company s Constitution provides for meetings to be held via telephone and video conferencing whereby all directors participating in the meeting are able to communicate as a group without requiring the directors physical presence at the meeting. All relevant information on material events and transactions are circulated to Directors as and when they arise. 4

7 CORPORATE GOVERNANCE REPORT The attendance of the Directors at Board meetings and Board Committee meetings during the financial year ended 30 June 2016 is set out as follows: Board Audit Nominating Remuneration Committee Committee Committee Number of meetings held Ms Pan Shuhong 5 1 Dr Ge Hailin 5 1 Mr Lam Peck Heng Mr Hong Pian Tee Mr Chia Chung Mun Alphonsus * Mr Lee Suan Hiang * Resigned on BOARD COMPOSITION AND GUIDANCE Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs independently, in particular, from Management and 10% Shareholders. No individual or small group of individuals should be allowed to dominate the Board s decision making. As at 30 June 2016, the Board comprises two Non-Executive Directors and three Independent Directors. The current Board members are qualified professionals with a diverse range of expertise and skills to provide a balanced view within the Board. Key information regarding the Directors is given in the section titled Board of Directors in this Annual Report. The composition of the Board enables management to benefit from a broad and objective perspective as each Director brings to the Board a diverse background, experience and knowledge which provide for effective direction for the Company. The Board adopts the Code s definition of what constitutes an Independent Director in assessing the independence of the Directors. The Board is of the view that the three Independent Directors (who represent more than half of the Board) are able to act with independent judgement. No individual or small group of individuals dominates the decision making process of the Board. The Board is satisfied that its current size is adequate and appropriate and that the present composition of the Board allows it to effectively exercise objective judgement independently of the management. The composition of the Board will be reviewed on an annual basis by the Nominating Committee to ensure that the Board has the appropriate mix of expertise and experience and collectively possesses the necessary core competencies for effective decision making. CHAIRMAN AND CHIEF EXECUTIVE OFFICER Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company s business. No one should represent a considerable concentration of power. 5

8 CORPORATE GOVERNANCE REPORT The roles of the Chairman and Chief Executive Officer ( CEO ) are undertaken by two separate persons who are not related to each other, and each has her/his own responsibilities. Ms Pan Shuhong, the Non-Executive Chairman bears responsibilities for the workings of the Board and ensures the integrity and effectiveness of the governance process of the Board. She is responsible for representing the Board to shareholders. As the Company is a cash company without a business pursuant to Rule 1018(1) of the Listing Manual of the SGX-ST, it did not have a CEO during the financial year ended 30 June BOARD MEMBERSHIP Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the Board. The Nominating Committee ( NC ) comprises four members, of whom the Chairman is an Independent Director. The Chairman is Mr Lam Peck Heng and the other three members are Ms Pan Shuhong, Dr Ge Hailin and Mr Lee Suan Hiang. The NC s responsibilities include the following: (i) (ii) (iii) (iv) To make recommendations to the Board on all Board appointments and re-nominations, having regard to the Director s contributions and performance (such as attendance, preparedness, participation and candour) including, as applicable, as an Independent Director. All Directors are required to submit themselves for re-nomination and re-election at regular intervals and at least once every three years; To determine annually whether or not a Director is independent; In respect of a Director who has multiple board representations on various companies, to review and decide whether or not such Director is able to perform and has been adequately carrying out his duties as Director, having regard to the competing time commitments that are faced by the Director when serving on multiple boards; and To decide how the Board s performance may be evaluated and propose objective performance criteria, as approved by the Board, that allows comparison with industry peers, and assess how the Board has enhanced long-term shareholder value. The NC reviews and recommends to the Board the re-nomination of retiring Directors for re-election at each Annual General Meeting ( AGM ) and the appointment of new Directors. The review ensures that the Director to be re-nominated or appointed is able to contribute to the ongoing effectiveness of the Board, has the ability to exercise sound business judgement, and has demonstrated leadership capability, high level of professional skills and appropriate personal qualities. Each member of the NC shall abstain from voting on any resolution relating to his/her own re-nomination as Director. Mr Lam Peck Heng has served as Independent Director for more than nine years. The Board has reviewed the NC s recommendation on Mr Lam s independence and is of the view that Mr Lam has always demonstrated independence in character and judgement in the discharge of his responsibilities as a Director of the Company in the best interest of the Company and that his length of service has not affected his independence. 6

9 BOARD PERFORMANCE Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board. The Company believes that the Board s performance is ultimately reflected in the performance of the Company. The Board is tasked with making sound commercial decisions and setting strategic directions so as to act in the best interests of the Company and its shareholders. The Board is of the opinion that the financial indicators set out in the Code as guidelines for the evaluation of Directors are more of a measure of management s performance and hence are less applicable to Directors. The financial indicators do not fully measure the long term wealth creation and shareholder value of the Company. The Nominating Committee is tasked with the assessment of the Board s performance. The assessment process will adopt both quantitative and qualitative criteria. ACCESS TO INFORMATION Principle 6: In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely information prior to Board meetings and on an on-going basis. So as to enable them to make informed decision to discharge their duties and responsibilities. Directors are from time to time furnished with information concerning the Company to enable them to be fully cognizant of the decisions and actions of the management. The Board has unrestricted access to the Company s records and information. In order to ensure that the Board is able to fulfill its responsibilities, the management will provide complete, adequate and timely information to the Board on the affairs of the Company in the form of on-going reports relating to the operational and financial performance of the Company. The Board has separate and independent access to the Company Secretary and to other key executives of the Company at all times in carrying out their duties. The Company Secretary or his representative attends all Board meetings and meetings of the Board committees of the Company and ensures that Board procedures are followed and that applicable rules and regulations are complied with. The minutes of all Board and Board committee meetings are circulated to the Board members. Directors have the right to seek independent legal and other professional advice, at the Company s expense, concerning any aspect of the Company s operations or undertakings in order to fulfill their duties and responsibilities as Directors. REMUNERATION MATTERS PROCEDURES FOR DEVELOPING REMUNERATION POLICIES Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration. The Remuneration Committee ( RC ) comprises three members, all of whom are Independent Directors. The Chairman is Mr Chia Chung Mun Alphonsus and the two members are Mr Hong Pian Tee and Mr Lam Peck Heng. Mr Chia Chung Mun Alphonsus resigned on and a replacement will be appointed in due course. 7

10 CORPORATE GOVERNANCE REPORT The RC is primarily responsible for recommending to the Board a framework of remuneration for the Board and the key executives and determining the specific remuneration packages for each Executive Director. The recommendations will be submitted for endorsement by the Board. The main duties of the RC include the following: (i) (ii) (iii) (iv) Recommending a framework and reviewing the procedures for fixing the remuneration packages of Executive Directors and key executives of the Company; Reviewing from time to time the appropriateness of remuneration awarded to Directors including, but not limited to, Director s fees, salaries, allowances, bonuses, share options and benefits-in-kind; Ensuring that the level of remuneration offered will be appropriate to the level of contribution and after taking into account factors such as industry and comparable company standards, relevant Company and the Company s performance and individual performance and responsibilities undertaken; and Recommending a formal and transparent process for determining Directors fees for the Non-Executive Directors of the Company. Each RC member will abstain from voting on any resolution in respect of his own remuneration. The RC is provided with access to expert professional advice on remuneration matters, if required, and the expenses of such services will be borne by the Company. LEVEL AND MIX OF REMUNERATION Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key management personnel to successfully manage the company. However, companies should avoid paying more than is necessary for this purpose. In setting remuneration packages, the RC will take into consideration the pay and employment conditions within the industry and in comparable companies. The Non-Executive and Independent Directors receive Directors fees, in accordance with their contribution, taking into consideration factors such as effort and time spent and responsibilities of the Directors. The Directors fees are recommended by the entire Board for shareholders approval at each AGM. No Director is involved in deciding his own remuneration. DISCLOSURE ON REMUNERATION Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration, in the company s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key management personnel, and performance. 8

11 CORPORATE GOVERNANCE REPORT A breakdown showing the level and mix of each individual director s remuneration payable/accrued for financial year ended 30 June 2016 are as follows: Salary Bonus Fees Allowances Total and Other Total (round off to Benefits Compensation thousand dollars) % % % % % S$ 000 Ms Pan Shuhong Dr Ge Hailin Mr Lam Peck Heng Mr Hong Pian Tee Mr Chia Chung Mun Alphonsus* Mr Lee Suan Hiang * Resigned on The Company did not have any key management personnel (who are not Directors) during the financial year ended 30 June The Company does not have any employees who are immediate family members of a Director and whose remuneration exceeded S$50,000 during the financial year ended 30 June No share options were granted to any employee during the financial year ended 30 June Other information on the Company s Share Options can be found on page 16 of the Directors Statement. ACCOUNTABILITY AND AUDIT ACCOUNTABILITY Principle 10: The Board should present a balanced and understandable assessment of the company s performance, position and prospects. The Board is accountable to the shareholders and is mindful of its obligations to comply with statutory requirements and the Listing Manual of the SGX-ST. The Board currently provides shareholders with the Company s performance, position and prospects on an annual and quarterly basis via announcements to the SGX-ST within the prescribed periods. Announcements are also released from time to time in compliance with the Listing Manual to keep shareholders informed of material developments in the Company. The management provides financial reports to the Board on a regular basis. The Directors have separate and independent access to all levels of key personnel in the Company. RISK MANAGEMENT AND INTERNAL CONTROLS Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management maintains a sound system of risk management and internal controls to safeguard shareholders interests and the company s assets, and should determine the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives. 9

12 CORPORATE GOVERNANCE REPORT The Company has established a Risk Assessment Framework for the identification of key risks within the business, namely Business and Strategic Risks, Financial Risks and Operational Risks. The Company recognises risk management as a collective effort beginning with the individual subsidiaries and business units, followed by the operating segments and ultimately the Management and the Board, working as a team. A selfassessment process, conducted regularly by the Management, was introduced to ensure that the Company s risk management controls are satisfactory. Minimum acceptable controls have been implemented to enhance the Company s internal control function in areas such as finance, operations and compliance. The internal control measures aim to ensure that the Company s assets are safeguarded, proper accounting records are maintained, and that financial information used within the business and for publication is reliable. The Board has received assurance from the Financial Controller that: (a) the financial records have been properly maintained and the financial statements give a true and fair view of the Company s operations and finances; and (b) an effective risk management and internal control system has been put in place. Based on the framework of risk management controls and internal controls established and maintained in the Company, the work performed by the Management and the review undertaken by the independent auditor as part of their statutory audit, the written assurance from the Financial Controller that the financial records have been properly maintained, the Board, with the concurrence of the AC, is of the opinion that the Company internal controls in place were adequate to address financial, operational, compliance and information technology control risks which the Company considers relevant and material to its operations. AUDIT COMMITTEE ( AC ) Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. The AC comprises four members, all of whom are Independent Directors. The AC is chaired by Mr Hong Pian Tee and the other three members are Mr Lam Peck Heng, Mr Chia Chung Mun Alphonsus and Mr Lee Suan Hiang. Mr Chia Chung Mun Alphonsus resigned on The main responsibilities of the AC are to assist the Board in fulfilling its statutory and other duties relating to corporate governance, financial and accounting matters and reporting practices of the Company. The AC meets periodically to perform the following functions: (i) (ii) (iii) Review the audit plans of the Company s external auditors, including the results of the Company s external auditors review and evaluation of the Company s system of internal controls; Review the annual financial statements and the external auditors report on those financial statements, and discuss any significant adjustments, major risk areas, changes in accounting policies, compliance with financial reporting standards, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before submission to the Board for approval; Review the quarterly financial results prior to recommending their approval to the Board for public release; 10

13 CORPORATE GOVERNANCE REPORT (iv) (v) (vi) (vii) Review and discuss with external auditors, any suspected fraud, irregularity or 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; Review the co-operation given by the management to the external auditors; Consider the appointment and re-appointment of the external auditors; Review and approve any interested person transactions falling within the scope of Chapter 9 of the Listing Manual; (viii) Review any potential conflicts of interests; (ix) Undertake generally such other functions and duties as may be required by law or the Listing Manual, and by such amendments made thereto from time to time. Apart from the duties above, the AC shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Company s operating results and/or financial position. Each member of the AC shall abstain from voting any resolutions in respect of matters he is interested in. The AC has full access to and co-operation of the Management and has full discretion to invite any Director or executive officer to attend its meetings, and has been given reasonable resources to enable it to discharge its functions. The AC meets with the external auditors separately, without the presence of the Management, at least once a year. The Company has complied with Rule 712 and Rules 715 or 716 of the SGX-ST Listing Manual in relation to its independent auditor. The Company has in place a whistle blowing framework for employees to raise concerns about improprieties in matters of financial reporting or other matters. The AC has reviewed the non-audit services (if any) provided by the external auditors and is satisfied that the nature and extent of such services would not prejudice the independence and objectivity of the external auditors. 11

14 CORPORATE GOVERNANCE REPORT INTERNAL AUDIT Principle 13: The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits. The Company outsources its internal audit function to Baker Tilly Consultancy (S) Pte Ltd, a consultancy firm which adopts a risk-based methodology to review the material internal controls of the Company. However, following the sale of the businesses and assets and having regard to the scope and nature of the Company s current operations, the AC and the Board are of the opinion that the current system of internal controls in place are adequate to mitigate normal operational risks. Accordingly, no internal audit had been scheduled for the financial year ended 30 June SHAREHOLDERS RIGHTS AND RESPONSIBLILITIES SHAREHOLDER RIGHTS Principle 14: Companies should treat all shareholders fairly and equitably and should recognise, protect and facilitate the exercise of shareholders rights, and continually review and update such governance arrangements. The Company s corporate governance practices promote fair and equitable treatment of all shareholders. To facilitate shareholders ownership rights, the Company ensures all material information is disclosed on a comprehensive, accurate and timely basis via SGXNET, especially information pertaining to the Company s business development and financial performance which could have a material impact on the share price of the Company so as to enable shareholders to make informed decision in respect of their investments in the Company. Any notice of a general meeting of Shareholders is issued at least 14 days before the scheduled date of such meeting. At the general meetings, shareholders are given the opportunity to voice their views, raise their concerns with the Directors or question the Management on matters relating to the Company and its operations. COMMUNICATION WITH SHAREHOLDERS Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to promote regular, effective and fair communication with shareholders. The Company maintains full and adequate disclosure, in a timely manner, of material events and matters concerning its business through SGXNET, public announcements, circulars to Shareholders and annual reports. The Company does not practise selective disclosure of material information. Quarterly, half yearly and full year financial results and price sensitive information is disclosed in an accurate and comprehensive manner through SGXNET on a timely basis. The Company does not have a fixed dividend policy. The form, frequency and amount of dividends will depend on the Company s earnings, general financial condition, results of operations, capital requirements, cash flow, general business condition, development plans and other factors as the Directors may deem appropriate, Notwithstanding the foregoing, any pay-out of dividends would be clearly communicated to Shareholders via announcements released on SGXNET. 12

15 CONDUCT OF SHAREHOLDER MEETINGS Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and allow shareholders the opportunity to communicate their views on various matters affecting the company. To facilitate participation by Shareholders, all general meetings of the Company are held in Singapore. Shareholders have the opportunity to participate effectively in and to vote at general meetings of Shareholders. Shareholders are informed of the rules, including voting procedures that govern general meetings of Shareholders. The Company s Constitution provides that Shareholders of the Company are allowed to vote in person or by way of duly appointed proxies. All directors are required to attend general meetings of shareholders and the chairman of the Board and the respective chairman of the AC, NC and RC are usually present and available to address Shareholders queries at these meetings. The Company s independent auditors will be present at the AGM to address Shareholders queries about the conduct of audit and the preparation and content of the auditors report. The Company Secretary prepares minutes of general meetings that include substantial and relevant comments or queries from Shareholders relating to the agenda items of the meeting, and responses from the Board and the Management, and such minutes are available to Shareholders upon their request. DEALINGS IN SECURITIES The Company has adopted an internal code which prohibits the Directors and officers of the Company from dealing in the Company s shares during the period commencing two weeks and one month, as the case may be, before the announcement of the Company s quarterly and full-year financial results and ending on the date of announcement of the relevant results or if they are in possession of unpublished material price-sensitive information of the Company. In addition, Directors and officers are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period. They are also advised to refrain from dealing in securities for short-term considerations. INTERESTED PERSON TRANSACTIONS The Company ensures that interested person transactions, if any, comply with its internal control procedures and Chapter 9 of the Listing Manual of SGX-ST. The AC will review all interested person transactions, to ensure that they are carried out on normal commercial basis and in accordance with the internal control procedures and are not prejudicial to the interests of the shareholders. The Company confirms that there were no interested person transactions that required disclosure under Rule 907 of the SGX-ST Listing Manual for the financial year ended 30 June MATERIAL CONTRACTS There are no material contracts entered into by the Company that involve the interests of any Director, or the controlling shareholder of the Company. RISK MANAGEMENT POLICIES AND PROCESSES The Company regularly reviews and improves its business and operational activities to identify areas of significant business risks as well as takes appropriate measures to control and mitigate these risks. The Company also considers the various financial risks and their management, details of which are found on pages 39 to 41of the Annual Report. 13

16 Financial Contents CONTENTS PAGE Directors Statement Independent Auditors Report Statement of Comprehensive Income 21 Statement of Financial Position 22 Statement of Changes in Equity 23 Statement of Cash Flows 24 Notes to the Financial Statements

17 DIRECTORS STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016 The directors are pleased to present their statement to the members together with the financial statements of Memstar Technology Ltd. (the Company ) for the financial year ended 30 June In the opinion of the directors, (a) (b) the financial statements of the Company together with the notes thereto, as set out on pages 21 to 42, are drawn up so as to give a true and fair view of the financial position of the Company as at 30 June 2016 and the financial performance, changes in equity and cash flows of the Company for the financial year then ended; and 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, for the reasons and assumptions as mentioned in Note 2 to the financial statements. 1 Directors The directors of the Company in office at the date of this statement are: Pan Shuhong Dr Ge Hailin Lam Peck Heng Hong Pian Tee Lee Suan Hiang 2 Arrangements to Enable Directors to Acquire Shares or Debentures Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate. 3 Directors Interests in Shares or Debentures According to the register of the directors shareholdings, none of the directors holding office at the end of the financial year had any interest in shares or debentures of the Company, except as follows: 15

18 DIRECTORS STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE Directors Interests in Shares or Debentures (cont d) Shareholdings registered Shareholdings in which director Name of directors in the name of directors is deemed to have an interest As at As at As at As at The Company No. of ordinary shares Pan Shuhong 256,977,698 (1) 256,977,698 (1) 563,803,426 (2) 563,803,426 (2) Dr Ge Hailin 152,817, ,817, Hong Pian Tee 1,590,000 1,590, Lee Suan Hiang 100,000 (3) 100,000 (3) - - Lam Peck Heng 1,000,000 1,000, (1) Includes 55,000,000 shares held by a nominee (2) Ms Pan Shuhong is deemed interested in the shares held by Joyfield Group Limited as she is the controlling shareholder of Joyfield Group Limited (3) Shares held by a nominee There was no change in any of the above-mentioned interests between the end of the financial year and 21 July Share Options Options Granted During the financial year, there were no share options granted by the Company. Options Exercised During the financial year, there were no shares issued by virtue of the exercise of options to take up unissued shares of the Company. Options Outstanding At the end of the financial year, there were no unissued shares of the Company under option. 16

19 DIRECTORS STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE Audit Committee The members of the Audit Committee ( AC ) at the end of the financial year were as follows: Hong Pian Tee Lam Peck Heng Lee Suan Hiang (Chairman) The AC carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Chapter 50, the Singapore Exchange Securities Trading Limited ( SGX-ST ) Listing Manual and the Code of Corporate Governance. The main responsibilities of the AC are to assist the Board of Directors (the Board ) in fulfilling its statutory and other duties relating to corporate governance, financial and accounting matters and reporting practices of the Company. The AC meets periodically to perform the following functions: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Review the audit plans of the Company s external auditors, including the results of the Company s external auditors review and evaluation of the Company s system of internal controls; Review the annual financial statements and the external auditors report on those financial statements, and discuss any significant adjustments, major risk areas, changes in accounting policies, compliance with financial reporting standards, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before submission to the Board for approval; Review the quarterly financial results prior to recommending their approval to the Board for public release; Review and discuss with external auditors, any suspected fraud, irregularity or 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; Review the co-operation given by the management to the external auditors; Consider the appointment and re-appointment of the external auditors; Review and approve any interested person transactions falling within the scope of Chapter 9 of the Listing Manual; Review any potential conflicts of interest; and Undertake generally such other functions and duties as may be required by law or the Listing Manual, and by such amendments made thereto from time to time. 17

20 DIRECTORS STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE Audit Committee (cont d) The AC, having reviewed all non-audit services (if any) provided by the external auditors to the Company, is satisfied that the nature and extent of such services would not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions. Further details regarding the AC are disclosed in the Corporate Governance report in the Company s Annual Report. The AC has recommended to the Board of Directors the nomination of Moore Stephens LLP for their reappointment as independent auditors of the Company at the forthcoming Annual General Meeting of the Company. 6 Independent Auditors The independent auditors, Moore Stephens LLP have expressed their willingness to accept reappointment. On behalf of the Board of Directors, Pan Shuhong Director Dr Ge Hailin Director Singapore 28 September

21 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF MEMSTAR TECHNOLOGY LTD Report on the Financial Statements 1. We were engaged to audit the accompanying financial statements of Memstar Technology Ltd. (the Company ), as set out on pages 21 to 42, which comprise the statement of financial position as at 30 June 2016, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements 2. Management is responsible for the preparation of the financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act ) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. Auditors Responsibility 3. Our responsibility is to express an opinion on these financial statements based on conducting the audit in accordance with Singapore Standards on Auditing. Because of the matter discussed in the Basis for Disclaimer of Opinion paragraphs, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Basis for Disclaimer of Opinion Going Concern Assumption 4. As disclosed in Note 2 to the financial statements, the Company incurred a net loss and total comprehensive loss of S$8,815,000 for the financial year ended 30 June 2016, and as of that date, the Company s current and total liabilities exceeded its current and total assets by S$1,023, These factors indicate the existence of a material uncertainty which may cast significant doubt as to the ability of the Company to continue as a going concern and to realise its assets and discharge its liabilities in the normal course of business. 19

22 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF MEMSTAR TECHNOLOGY LTD (cont d) Basis for Disclaimer of Opinion (cont d) Going Concern Assumption (cont d) 6. The financial statements have been prepared on the assumption that the Company will remain as a going concern, and discharge its liabilities in the normal course of business, the validity of which is dependent on its ability to source for a suitable business to generate positive operating cash flows in the future. This assumption is premised on future events, the outcome of which is inherently uncertain. 7. In view of the material uncertainty as discussed above, we are unable to obtain sufficient audit assurance regarding the use of the going concern assumption in the preparation of the financial statements. Accordingly, we are unable to form a view as to the use of the going concern assumption in the preparation of the financial statements. 8. In the event the Company is unable to continue as a going concern, adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statement of financial position. In addition, the Company may have to provide for further liabilities that might arise. No such adjustments have been made to these financial statements. Disclaimer of Opinion 9. Because of the significance of the matter discussed in the Basis for Disclaimer of Opinion paragraphs, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements of the Company. Report on Other Legal and Regulatory Requirements 10. In our opinion, 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. Moore Stephens LLP Public Accountants and Chartered Accountants Singapore 28 September

23 STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016 Note S$ 000 S$ 000 Other income Expenses: Administrative expenses (2,087) (1,705) Other expenses (6,750) - Loss before income tax 5 (8,815) (1,493) Income tax Net loss for the year (8,815) (1,493) Other comprehensive income - - Total comprehensive loss for the year (8,815) (1,493) Losses per share - Basic and diluted (S$ cents) 7 (0.28) (0.05) The accompanying notes form an integral part of these financial statements 21

24 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016 Note S$ 000 S$ 000 ASSETS Current assets Available-for-sale investment Other receivables ,743 Cash and cash equivalents , ,122 Total assets 401 8,122 EQUITY AND LIABILITIES Share capital and reserves Share capital 11 6,884 6,884 Accumulated losses/retained earnings (7,907) 908 Total equity (1,023) 7,792 Current liabilities Other payables 12 1, Total liabilities 1, Total equity and liabilities 401 8,122 The accompanying notes form an integral part of these financial statements 22