Vashion Group Ltd

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1 annual report 2010

2 Content 1. CHAIRMAN S STATEMENT FINANCIAL HIGHLIGHTS DIRECTORS PROFILE MANAGEMENT PROFILE CORPORATE GOVERNANCE STATEMENT STATISTICS OF SHAREHOLDINGS STATISTICS OF WARRANT HOLDINGS CORPORATE INFORMATION NOTICE OF ANNUAL GENERAL MEETING PROXY FORM This annual report has been prepared by the Company and its contents have been reviewed by the Company s Sponsor, KW Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). KW Capital Pte. Ltd. has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Ms Nicole Tan at 80 Raffles Place, #25-01, UOB Plaza I, Singapore , contact no. (65)

3 CHAIRMAN S STATEMENT On behalf of the board of directors, I am pleased to present the Annual Report for the financial year of Financial Review The Group reported a turnover of S$13.04 million for the financial year under review. With the benign but challenging economic climate and the steps the Group took, we have achieved improvement to the gross margin for the financial year under review, in which we have reduced the selling and distribution expenses from S$5.097 million to S$1.971 million, which in effect brought down the loss after tax from S$3.967 million in FY2009 to about S$300,000 in FY2010. The final loss of S$3.4 million was contributed majorly by the write down of S$3.1 million, representing 100 per cent of the goodwill that was standing in the company accounts. Going forward, we are reassured that we would not be facing such goodwill write down in the next financial year onward. We made some rationalization measures which took and saw the retail division closing down some 33 stores from 84 stores in the FY2010 to about 51 stores which in turn exerted downward pressures on the sales, revenue and profitability for entire year performance of the Group. These closures were executed in response to the continued locality sales weakness and also in taking step to discontinue certain range of collections having colder reception and in the face of more intense competition with the entrance of more foreign brands. The retail division is making efforts to improve operational and cost efficiency in the mechandising, marketing and sales areas and is eliminating unprofitable stores and non-performing sales staff. In addition the division has adopted some business development initiatives that will be implemented in the next financial year intending and seeking to replace the discontinued product range, to change the product focus and range, to revamp store concept and image and also to strengthen the franchise-distributor networks and sales. On a positive note, the gradual recovery of electronics and computer industry put an improvement on the order books of the electronics division with its resultant higher gross margin largely mitigating the lower revenue and income registered by the retail division and which in turn has also helped to check the negative impact on the Group s overall performance and cash flow throughout the FY2010. Expansion through JV and Acquisition We have expanded during the year with the creation of Vashion Asset Management in Hong Kong, a wholly-owned subsidiary which has contributed some S$0.762 million to the Group s revenue, registering S$0.534 million and 8.8% to the gross profit. We intend to develop its business and enrich its networks and business opportunities in the still buoyant IPO activities in the currently top IPO market in the world. We are on a look out for JVs and acquisition to expand our business or strategic alliances which can better synergize and complement with our current businesses. We are keen to enrich our business models to make it not only just viable but also profitable in the long run. In this effort, the Group will seek to develop new product opportunities such as cosmetics to enhance its revenue and widen its customer base and profile. Going forward While we are stepping out of the shadows of the global economic and credit crisis and walking into a more sanguine outlook for FY2011, we are not lowering down our guards against any unexpected shocks and volatility in the global economy. We will still continue to maintain some caution given the sensitivity to the varying changes and reverberation in the political and economic landscape in the region and those in the Middle-East and Japan and their concomitant impact and other potential repercussions on the global economic activities and growth. We shall continue to strengthen the retail by exercising more cost control to every part of the retail and logistical chain and to enhance our customer base and relationship at the personal service level. We will also build on the newly formed subsidiary s networks and previous projects records to create more business developments and opportunities. On the electronics side, we are maintaining efforts to capture any potential new projects and avenues of growth coming into the industry on the back of a more sanguine economic, investment and real economy prospects. The electronics business should be able to maintain its present revenue contribution to the Group in the next financial year. 2

4 CHAIRMAN S STATEMENT Note of Appreciation I would like express our appreciation and gratitude to all our shareholders for their continued support and trust in the Group. I would like to take this opportunity to thank all the cooperation and supports that our clients, suppliers and business associates have given the Group throughout the entire year. I would like to register my appreciation to all my management team for their relentless commitments and efforts and to my fellow directors for their invaluable advice and guidance in moving and navigating though a challenging phase in FY2010. We strive to deliver results that live up to shareholders expectations of growing the Group s businesses, performance and revenue and in maximizing shareholders value. Khoo Yick Wai Chairman & CEO Vashion Group Ltd 3

5 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS Registration No: H ($ 000) FY2010 FY2009 FY2008 Revenue 13,044 14,515 15,425 Operating Profit/(Loss) (3,093) (3,812) (15) Profit/(Loss) attributable to shareholders (3,444) (3,967) 271 Total Assets 15,179 20,446 19,889 Total Shareholdings Funds 7,028 10,266 13,951 Issued Paid-up Capital 17,673 16,423 16,423 Working Capital 3,998 5,192 9,506 Earnings/(Loss) Per share (cents) (0.17) (0.21) 0.01 NTA Per share (cents) ($ 000) 4

6 DIRECTORS PROFILE Mr Khoo Yick Wai Executive Chairman and Chief Executive Officer Mr Khoo Yick Wai, a Hongkong SAR citizen is Executive Chairman and Chief Executive Officer of Vashion Group Ltd, appointed on 15 October He has been an Executive Director of the Company since Mr Khoo is currently the sole director of Rennace Investments Ltd and has been in the financial field for more than 10 years. After pursuing his studies in Canada, he returned to Hong Kong where he gathered much experience in both the insurance and financial industry. Upon leaving his managerial position in the insurance and financial industry, Mr Khoo established his own investment firm. Mr Tansri Saridju Benui@ Chen Bing Wen Executive Director Prior to his appointment as Executive Director in May 2010, Mr Tansri was the Business Development Director appointed on 1st November 2009 tasked and responsible for developing new business. He was the Managing Director of International Steel. He holds a Diploma in Information Management Systems from Ontario, Canada and a degree in Bachelor of Science from Ohio, USA. After graduating in 1988, he started his own business and has over 20 years of experience and wide network in Southeast Asia and Indo-China. Mr Chan Siew Wei Non-executive, Lead Independent Director Mr Chan Siew Wei, a certified public accountant, was appointed Independent Director and Lead Independent Director of Vashion Group Ltd on 8 October 2009 and 28 October 209 respectively. He is also the Chairman of the Audit Committee and a Member of Nominating and Remuneration Committees at Vashion Group. Mr Chan has extensive audit experience. Between 1984 and 1985, he was with Cooper & Lybrand. Since 1985, he joined Chan Hock Seng & Co and became an audit partner at Chan Hock Seng & Co 1989 till Nov Mr Chan is currently the Managing Director of a business consultancy company, Arigo Pte Ltd. He is currently the Chairman of INPACT Asia Pacific, an organization for professional accountants in Asia Pacific region. Mr Chan is also a Director at World Future Foundation, a charitable organization registered in Singapore. Mr Lee Yik Ming Non-executive, Independent Director Mr Lee Yik Ming, a Canadian resident, is a director of World Sheen International Group Ltd since He has worked in China for five years in China Correspondence Association and has amassed extensive network and in-depth knowledge of China s social and economic developments. Mr Lee is also an honorary consultant of China Correspondence Association. Ms Zhou Jia Lin Non-executive and Non-Independent Director Ms Zhou has some 14 years of working experience in the investment portfolio, having worked as director of Pinnacle Investment Hong Kong from 1998 to 2002 where she first started and later undertook some corporate finance projects and was assisting in looking for viable businesses to invest in. As director of Lissington Investment Ltd HK, she manages her own investment and overseas financing portfolio. Her many years of involvement in investment businesses brought her to expand and diversify her existing investment portfolio into Vashion Group. In her investment portfolio, she has a wide network with corporate finance professionals, capital advisors and bankers exploring other potential tie-up, acquisition, investment and alternative investment opportunities both in China and overseas. 5

7 MANAGEMENT INTRODUCTION Louis Gianni Key Management Mr Ngai Kat Man General Manager Mr Ngai Kat Man is the founder and General Manager of Shenzhen Louis Gianni Co., Ltd (SZLG). He founded SZLG in 2001 and has some 16 years of experience in the apparels and especially men s fashion industry and market. From 1996 to 1998, he was the sole agent for the French label Montagut and from 1992 to 1995, the unique retail agent for the Italian label Novelli. Vashion Group Singapore Mr Pius Nelson Tay Song Kok Chief Operating Officer Mr Nelson Tay oversees the operations of the head office and local wholly-owned subsidiaries. He was with Prospaq Marine Pte Ltd as their General Manager overseeing the logistical and corporate planning and preparation for the reclamation project. Prior to Prospaq, he was with another new local start-up company to assist in developing related sand business and securing a multi-million dollars sand reclamation project. In 2005, Mr Nelson Tay was appointed as the independent director of Startech Electronics Ltd, now Vashion Group Ltd. Later in 2006, he was appointed non-executive director with the group. Between 1997 and 2005, he was an independent trader in the foreign exchange, fixed income and stock derivatives, after working some seven years at the Treasury divisions of major banks spanning from 1989 to He holds a Bachelor of Arts and Social Sciences Degree in Economics, Political Science and Statistics from the National University. Mr Yong Kuen Shoo General Manager - Switech Systems and Marketing Pte Ltd Mr. Yong is the Executive Director and co-founder of Switchgear Design and Assembly Division. His primary responsibility covers the purchasing, sales and marketing and administrative functions and tasks for this division. He was the product manager in Esco M&E Industries (S) Pte Ltd prior to joining the company. He graduated from the Chartered Institute of Marketing (UK) with a Diploma in Marketing. He holds both an Industrial Technician Certificate from the Singapore Technological Institute and a Full Technological Certificate in Electrical Engineering from City & Guilds (London). Mr Yong has approximately some 30 years of experience in this electrical industry, many of which were accumulated from the planning, execution and completion of many local and overseas projects. Mr Yap Soo Kiat General Manager - Switech Systems and Marketing Pte Ltd Mr. Yap is the Executive Director and co-founder of Switchgear Design and Assembly Division. Prior to Switech, Mr Yap was with Esco M&E Industries (S) Pte Ltd. He holds both an Industrial Technician Certificate from the Singapore Technological Institute and a Full Technological Certificate in Electrical Engineering from City & Guilds (London). After the stint as Operations Manager at Esco, he and Collin Yong took the major step to start up Switech System & Marketing Pte Ltd in Collectively, Mr Yap has more than 30 years relevant experience in the various aspects of switchgear business, including project management, engineering design, production, installation and maintenance. Ms Priscilla Tan Finance Manager Ms Tan is the Finance Manager of Vashion Group. She has more than 17 years of experience in the professional fields of audit and finance. Prior to joining our Group, Priscilla worked in several multi-national companies. She was with the Shell Petroleum Group for the East Asia region, responsible for the financial reporting in the business unit. Priscilla had also worked with the financial services division of DaimlerChrysler (Asia Pacific). She was admitted as member of the Institute of Certified Public Accountants of Singapore ( ICPAS ) in 2001 and graduated with a Bachelor Degree (Hons) in major in Accountancy. 6

8 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT The Board of Directors (the Board ) of Vashion Group Ltd (the Company ) is committed to ensuring and maintaining a high standard of corporate governance within the Group. This report describes the corporate governance framework and practices of the Company with specific reference to the principles and guidelines set out in the Corporate Governance 2005 (the Code ). Board Matters Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board. Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board s decision making. Role of Board of Directors The Board s primary role is to protect and enhance long-term shareholder value. It sets the overall strategy for the Group and supervises executive management. To fulfill this role, the Board sets the Group s strategic direction, establishes goals for management and monitors the achievement of these goals, thereby taking responsibility for the overall corporate governance of the Group. Board Composition The Board examines its size to satisfy that it is an appropriate size for effective decision making, taking into account the nature and scope of the Company s operations. The Directors are also from diverse background and areas of expertise, such as accounting, law, business management and finance and information technology. The Directors bring to the Board their related experience, knowledge and also provides guidance in the various board committees, that is, the audit committee, remuneration committee, and nominating committee. Key information regarding the Directors is provided on page 5 of this annual report. The Board of Directors currently comprises five directors, two of whom are Independent directors. As at the date of this Report, the Board members are: Khoo Yick Wai Tansri Saridju Benui@ Chen Bing Wen Lee Yik Ming Chan Siew Wei Ms Zhou Jia Lin (Executive Chairman) (Executive Director) (Non-Executive and Independent Director) (Non-Executive and Lead Independent Director) (Non-Executive Director and Non-Independent Director) Independent Directors The Board of Directors has two directors who are independent members. The criteria for independence are determined based on the definition provided in the Code. The Board considers an Independent Director as one who has no relationship with the Company, its related companies or its officer that could interfere, or be reasonably perceived to interfere, with the exercise of the directors independent judgement of the Group s affairs. Board Processes To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating Committee and Remuneration Committee. These committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis by the Board. The Board also constantly reviews the effectiveness of each committee. The Board meets as and when necessary to address any specific significant matters that may arise. The Board considers its Non-Executive Directors to be of sufficient calibre and number and their views to be of sufficient weight that no individual or small group can dominate the Board s decision-making processes. 7

9 CORPORATE GOVERNANCE STATEMENT The number of meetings held for the financial year 2010 and the attendance of every Board member are as follows: No. of meetings held during financial year ended 31 December 2010 Board Audit Committee Remuneration Committee Nominating Committee Name of Directors Number of meetings Attended Board Audit Committee Remuneration Committee Nominating Committee Khoo Yick Wai 2 NA NA 1 Lee Yik Ming Chan Siew Wei Tan Meng Dong [Resigned on 30 June 2010] Tansri Saridju Benui@ Chen Bing Wen [appointed on 21 May 2010] Zhou Jia Lin [Appointed on 26 October 2010] NA NA NA While the Board considers Directors attendance at Board meetings to be important, it should not be the only criterion to measure their contributions. It also takes into account the contributions by Board members in other forms including periodical reviews and provision of guidance and advice on various matters relating to the Group. Matters Requiring Board s Approval The Board has identified a number of areas for which the Board has direct responsibility for decision-making. Interested Person Transactions and the Group s internal control procedures are also reviewed by the Audit Committee and reported to the Board. The Board also meets to consider the following corporate matters: - Approval of half-yearly and year-end results announcement - Major investments and funding decisions; - Approval of the annual reports and accounts; - Convening of shareholder s meetings, and - Material acquisitions and disposal of assets Principle 3: There should be a clear division of responsibilities at the top of the company the working of the Board and the executive responsibility of the company s business which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power. Chairman and Chief Executive Officer The current Chairman of the Board, Mr Khoo Yick Wai is also the Chief Executive Officer of the Company. Although both roles are not segregated, the Board believes that the various Board Committees comprising majority of Independent Directors are able to ensure that the Board exercises prudence and independent decision-making for the benefit of the Group and all shareholders. 8

10 CORPORATE GOVERNANCE STATEMENT Board Committees Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board. As a principle of good corporate governance, all directors should be required to submit themselves for re-nomination and re-election at regular intervals. Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board. Nominating Committee (NC) As at the date of this Report, the NC comprises the following members: - - Mr Lee Yik Ming (Chairman and Independent Director) - Mr Chan Siew Wei (Lead Independent Director) - Mr Khoo Yick Wai (Executive Chairman) The primary function of the NC is to determine the criteria for identifying candidates and to review nominations for the appointment of Directors to the Board, to decide how the Board s performance may be evaluated and to propose objective performance criteria for the Board s approval. Its duties and functions are outlined as follows: - a. to make recommendations to the Board on all board appointments and re-nomination having regard to the director s contribution and performance (eg. attendance, preparedness, participation, candour and any other salient factors); b. to ensure that all Directors would be required to submit themselves for re-nomination and re-election at regular intervals and at least once in every three years; c. to determine annually whether a Director is independent, in accordance with the independence guidelines contained in the Code; d. to decide whether a Director is able to and has adequately carried out his duties as a Director of the Company, in particular, where the Director concerned has multiple board representations; and e. to decide how the Board s performance may be evaluated and to propose objective performance criteria. The NC has conducted an annual review of the independence of the Independent Directors, using the criteria of independence in the Code, and has ascertained that they are independent. The NC has assessed the effectiveness of the Board as a whole and the contributions of each director to the effectiveness of the Board. In assessing the Board s effectiveness, the NC considers a number of factors, including the discharge of the Board s functions, access to information, Directors participation at board meetings and communication and guidance given by the Board to top management. The NC s assessment of the Board does not take into account financial indicators set out in the Code as such financial performance criteria do not relate to the supervisory and oversight functions of the Board. These financial indicators are more appropriate measures of management performance. Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis. Access to Information The Board has separate and independent access to senior management and the secretary of the Company at all times. Management deals with requests for information from the Board promptly. The Board is informed of all material events and transactions as and when they occur. The Company Secretary assists the Board to ensure that board procedures are followed and that the Company complies with all rules and regulations that are applicable to the Company. 9

11 CORPORATE GOVERNANCE STATEMENT Each Director has the right to seek independent legal and other professional advice, at the Company s expense, concerning any aspect of the Group s operations or undertakings in order to fulfill their duties and responsibilities as directors. 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. Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors remuneration should be structured so as to link rewards to corporate and individual performance. 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 executives, and performance. Remuneration Committee At the date of this Report, the Remuneration Committee ( RC ) comprises two independent directors and one executive director as follows: - Mr. Lee Yik Ming (Chairman and Independent Director) - Mr Chan Siew Wei (Lead Independent Director) - Tansri Saridju Benui@ Chen Bing Wen (Executive Director) The Board considers its Independent Directors to be of sufficient calibre and independent from management while excercising their independent judgement. The RC will have access to expert advice in the field of executive compensation outside the Company when required. The RC s role is to review and approve recommendations on remuneration policies and packages for key executives. The review will cover all aspects of remuneration including but not limited to directors fees, salaries, allowances, bonus, options and benefits in kind. The RC s recommendations are made in consultation with the Chairman of the Board and submitted for endorsement by the entire Board. The payment of fees to Directors is subject to approval at the annual general meeting of the Company. No Director is involved in deciding his own remuneration. Remuneration Matters A breakdown showing the level and mix of each Director s remuneration payable (all below $250,000) for Financial Year 2010 is as follows: Remuneration Band & Name of Director 10 Salary Bonus Other Benefits % Directors Fees % % % % Khoo Yick Wai Lee Yik Ming Chan Siew Wei Zhou Jia Lin Tansri Saridju Benui@ Chen Bing Wen Tan Meng Dong Remuneration Band & Name of Key executives <S$250,000 Salary Bonus Other Benefits % % % % Pius Nelson Tay Song Kok, Chief Operating Officer Ngai Kat Man, General Manager Yong Kuen Shoo, General Manager Yap Soo Kiat, General Manager Priscilla Tan, Finance Manager Total Total

12 CORPORATE GOVERNANCE STATEMENT There were no employees during the financial period from 1 January 2010 to 31 December 2010 who were immediate family members of a Director whose remuneration exceeded S$ 150,000. The Company has not granted any options under its shares scheme during the financial year. 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 furnish timely information and to ensure full disclosure of material information to shareholders in compliance with statutory requirements and Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited ( Rules of Catalist ). Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issued within legally prescribed periods. Principle 11: The Board should establish an Audit Committee with written terms of reference, which clearly set out its authority and duties. Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders investments and the company s assets. Principle 13: The Company should establish an internal audit function that is independent of the activities it audits. Audit Committee (AC) At the date of this Report, the Audit Committee ( AC ) comprises three directors, the majority of whom are non executive and independent. The members of the AC are: - Mr Chan Siew Wei (Chairman and Lead Independent Director) - Mr Lee Yik Ming (Independent Director) - Tansri Saridju Benui@ Chen Bing Wen (ExecutiveDirector) While the AC does not have the composition specified in the Code of Corporate Governance, there are corporate governance practices in place where a Director will not recommend or participate in decisions of the Board or a Board Committee he sits on, if he is interested or deemed to be interested in the said decisions. The Independent Directors have performed and will continue to perform their duties independently of management. The Board is confident that the corporate governance of the Company has not been and will not be compromised by the existing AC. The role and functions of the AC are specified in the Companies Act, Cap 50 and is guided by the AC s Terms of Reference adopted by the Board, which are as follows:- a. review with the external auditors the audit plan, their evaluation of the system of internal accounting controls, their audit report, their management letter and the management s response; b. review the interim and annual financial statements, announcements and balance sheets and income statements before submission to the Board for its approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with Financial Reporting Standards as well as compliance with any stock exchange and statutory regulatory requirements; c. ensure co-ordination between the external auditors and the management, review the assistance given by management to the auditors and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of management where necessary); d. review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group s operating results or financial position, and the management s response; 11

13 CORPORATE GOVERNANCE STATEMENT e. consider the appointment or re-appointment of the external auditors, the audit fee, and matters relating to the resignation or dismissal of the auditors; f. where needed, the AC shall meet with the external auditors without the presence of the Company s management. g. review transactions falling within the scope of the Audit Committee Charter in respect of Interested Person Transactions and the Rules of Catalist. h. undertake such other reviews and projects as may be requested by the Board and will report to the Board its findings from time to time on matters arising and requiring the attention of the AC; and i. generally undertake such other functions and duties as may be required under the Audit Committee Charter, by statute or the Rules of Catalist, and by such amendments made thereto from time to time. The AC has reviewed the non-audit services performed by the external auditors, and being satisfied that the nature and extent of such services will not prejudice the independence and objectively of the external auditors. The AC has recommended to the Board of Directors that the external auditors, Crowe Horwath First Trust LLP be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company. The Company has in place a whistle-blowing framework where staff of the Company can access the Audit Committee Chairman to raise concerns about improprieties. Internal Audit and Internal Controls The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. The Board believes that in the absence of any evidence to the contrary and from due enquiry, the system of internal controls that has been maintained by the Company s management throughout the financial year is adequate to meet the needs of the Company. Throughout the year, the management has focused and dedicated its attention and resources on restructuring the Company. Accordingly, the Company and the AC have not initiated any internal audit activities in view of existing controls and lower Group activities. Principle 14: Companies should engage in regular effective and fair communication with shareholders. Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company. The Company does not practice selective disclosure. In line with continuous obligations of the Company pursuant to the Rules of Catalist, the Board s policy is that all shareholders would be equally informed of all major developments impacting the Group. In presenting the annual financial statements and announcements of financial results to shareholders, it is the aim of the Board to provide shareholders with a balanced and understandable assessment of the Company s performance, position and prospects. The financial results for the half-year and full year are released to shareholders within 45 and 60 days of the half-year end and full year-end, respectively. All shareholders of the Company receive the annual report and notice of Annual General Meeting ( AGM ). At the AGM, shareholders are given the opportunity to voice their views and ask Directors or management questions regarding the Company. The Chairmen of the AC, NC, RC, and the External Auditors will normally be present at general meetings to address any questions raised. Material Contracts Except as disclosed in the accompanying financial statements, there was no material contracts entered into by the Company or any of its subsidiaries involving the interest of the Chairman and Managing Director, any Director, or controlling shareholder. 12

14 CORPORATE GOVERNANCE STATEMENT Interested Person Transactions The Company has an internal policy in respect of any transactions with interested person and has in place a process to review and approve any interested person transaction. In compliance with the Rules of Catalist, the Company confirms that there was no interested person transaction during the financial year under review. Non-Audit Fees There were no non-audit fees rendered by the Auditors to the Company and the Group for the financial year ended 31 December Non-Sponsor Fees There were no non-sponsor fees to the Sponsor for the financial year ended 31 December Securities Transactions In line with Rule 1204(18) of the Section B: Rules of Catalist of the SGX-ST Listing Manual on Dealing in Securities, the Company issues circulars to its directors and employees, to remind them that (1) they should not deal in shares of the Company on short-term considerations or if they are in possession of unpublished material price-sensitive information; and (2) they are required to report on their dealings in shares of the Company. The directors and employees are also reminded of the prohibition in dealing in shares of the Company one month before the release of the half year and year-end financial results and ending on the date of the announcement of the relevant results. Use of proceeds During the year 2010, there was no funds raise from the public. The group and its subsidiaries use its internal sources and bank borrowings as its short term working capital. Risk Management The Group and the Company does not hold or issue derivative financial instruments for trading purposes or hedge against fluctuation in interest rates and foreign exchange rates. The Group has policies on risk management and the accounting system has been fully reviewed by the external auditor, Horwath First Trust LLP. 13

15 STATISTICS OF SHAREHOLDINGS STATISTICS OF SHAREHOLDINGS Share Capital Information Number of Shares - 1,981,268,241 Class of shares Voting rights - Ordinary share - One vote per share Distribution of Shareholdings as at 16 March 2011 Size of Shareholdings No. of Shareholders % No. of Shares % , ,000-10, ,664, ,001-1,000,000 2, ,374, ,000,001 and above ,699,220, Total 2, ,981,268, List of 20 Largest Shareholders as at 16 March 2011 No. Name No. of Shares % 1 NGAI KAT MAN 367,740, MAYBAN NOMINEES (S) PTE LTD 294,279, RENNACE INVESTMENTS LTD 292,260, MERRILL LYNCH (S PORE) P L 154,700, PHILLIP SECURITIES PTE LTD 143,071, HERJANTO RUSLI 74,500, NG SEOW YUEN 34,000, LEUNG KAI JO 30,000, KIM ENG SECURITIES PTE. LTD. 27,436, TEO CHIN HUAT 22,000, TAN HONG PHENG 15,000, OCBC SECURITIES PRIVATE LTD 10,203, HENRY QUEK PENG HOCK 9,000, YUE TECK YING 7,061, DBS NOMINEES PTE LTD 6,725, OCBC NOMINEES SINGAPORE 6,475, CHUA CHOON CHYE 6,411, CHAN LAI FONG 5,598, SOH CHIN KHOON STANLEY 5,414, CHAN FOOK MENG 5,280, TOTAL 1,517,153,

16 STATISTICS OF SHAREHOLDINGS Substantial Shareholders as at 16 March 2011 (As shown in the Register of Substantial Shareholders) Name of Shareholders Direct Interest % Deemed Interest % Malayan Banking Berhad 292,279, Rennace Investments Ltd 292,260, Khoo Yick Wai * ,260, Ngai Kat Man 367,740, Lissington Ltd 151,900, Zhou Jia Lin** ,900, Zhou Qilin 150,000, * Mr Khoo Yick Wai is Director and Shareholder of Rennace Investments Ltd and thus he is deemed to be interested in the shares held by Rennace Investments Ltd. **Ms. Zhou Jia Lin is Director and Shareholder of Lissington Ltd and thus she is deemed to be interested in the shares held by Lissington Ltd through the registered holder of Phillip Securities Pte Ltd. Percentage Of Shareholdings In Public Hands Based on information available to the Company as at 16 March 2011approximately 36.70% of the issued ordinary shares of the Company is held by the public, and therefore, Rule 723 of the Section B: Rules of Catalist of the SGX-ST Listing Manual is complied with. 15

17 STATISTICS OF WARRANTHOLDINGS. STATISTICS OF WARRANTHOLDINGS WARRANT STATISTICS Distribution of Warrant holdings as at 16 March 2011 Size of Warrant holdings No. of Warrant holders % No. of Shares % , ,000-10, , ,001-1,000, ,347, ,000,001 and above ,481, Total ,522, List of 20 Largest Warrant holders as at 16 March 2011 No. Name No. of Warrants % 1 DMG & PARTNERS SECURITIES P L 30,219, KIM ENG SECURITIES PTE. LTD. 27,570, DBS NOMINEES PTE LTD 17,050, YEE TAH MING 13,333, HENRY QUEK PENG HOCK 6,440, LEUNG KAI JO 3,900, HSBC (SINGAPORE) NOMS PTE LTD 3,000, CHAN LAI FONG 2,000, CHUA CHOON CHYE 2,000, PHILLIP SECURITIES PTE LTD 1,978, CHOO TIAN WANG 1,600, CHER LAY SENG 1,390, HO GEOK ENG 1,000, KOH TIONG CHWEE 990, YAP AH SENG ALVIN 960, TAN HOON NGOR 800, HO KOON POH 655, OCBC SECURITIES PRIVATE LTD 582, LOW TIAH SENG 503, TAN MENG DONG 500, TOTAL 116,471,

18 CORPORATE INFORMATION (Company Registration Number: H) CORPORATE INFORMATION Board of Directors : Khoo Yick Wai Tansri Saridju Benui@Chen Bing Wen Lee Yik Ming Chan Siew Wei Zhou Jia Lin Company Secretary : Foo Soon Soo Registered office : 29 Senoko Way Singapore Tel: (65) Fax: (65) Share Registrar : KCK Corpserve Pte Ltd 333, North Bridge Road, #08-00 KH KEA Building, Singapore Auditors : Crowe Horwath First Trust LLP Certified Public Accountants 7 Temasek Boulevard #11-01 Suntec Tower One Singapore Appointed on 3 December 2007 Partner-in-charge: Alfred Cheong Keng Chuan with effect from financial year 2007 Bankers : Malayan Banking Berhad DBS Bank Ltd United Overseas Bank Ltd Overseas Chinese Banking Corporation RHB Bank Sponsor : KW Capital Pte Ltd 80, Raffles Place, #25-01, UOB Plaza 1 Singapore Appointed on 1 January

19 The directors present their report to the members together with the audited consolidated financial statements of Vashion Group Ltd (the Company ) and its subsidiaries (the Group ) and the balance sheet of the Company for the financial year ended 31 December Directors The directors of the Company in office at the date of this report are as follows: Khoo Yick Wai (Executive Chairman and Chief Executive Officer) Tansri Saridju Benui (Executive Director) (appointed on 21 May 2010) Zhou Jia Lin (Non-executive Director and non-independent director) (appointed on 26 October 2010) Lee Yik Ming (Independent Director) Chan Siew Wei (Independent Director) Arrangements to enable directors to acquire benefits by means of the acquisition of shares and 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 in, or debentures of, the Company or any other body corporate. Directors interests in shares or debentures According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Cap. 50, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows: Company Ordinary shares Shareholdings registered in name of director At 1 January 2010 or date of appointment, if later At 31 December 2010 and 21 January 2011 Shareholdings in which a director is deemed to have an interest At 1 January 2010 or date of appointment, if later At 31 December 2010 and 21 January 2011 Khoo Yick Wai ,000, ,000,000 Zhou Jia Lin ,900, ,900,000 The directors interests in the ordinary shares of the Company as at 21 January 2011 were the same as those as at 31 December

20 DIRECTORS REPORT (Continued) Directors contractual benefits Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member or with a company in which the director has a substantial financial interest, except as disclosed in the financial statements. Certain directors received remuneration from related corporations in their capacity as directors and/or executives of those related corporations. Share options On 21 November 2006, the Company granted an investor an option to subscribe for up to 300,000,000 new ordinary shares in the capital of the Company at an issue price of $0.01 per share. On 3 July 2008, the share option of 100,000,000 shares at $0.01 per share was exercised and the proceeds of $1,000,000 were received. There were no unissued shares of the Company or of its subsidiaries under options as at the end of the financial year, except as follows: Number of shares under option Grant date Balance as at Total exercised Balance as at Exercise price $ Expiry date 24 July ,000, ,000, July 2011 Since the commencement of the Vashion Employee Share Option Scheme in July 2001, no employee share option has been granted. There is no committee administering the share option scheme in the current financial year. During the financial year, no option to take up unissued shares of the Company or any corporation in the Group was granted. Warrants During the financial year, no shares were issued as a result of exercise at any warrants. On 12 February 2008, the Company completed the renounceable non-underwritten rights issue of 135,522,828 warrants at issue price of $0.015 per warrant on the basis of four (4) warrants for every twenty-five (25) ordinary shares in the Company. Each warrant shall carry the right to subscribe for one (1) new share at the exercise price of $0.045 for each new share, subject to the adjustments under certain circumstances in accordance with the terms and conditions as set out in the Deed Poll. The warrants were listed on the Catalist on 18 February 2008 and will expire on 13 February Listing date Balance as at Total lapsed Balance as at Exercise price $ Expiry date 18 February ,522, ,522, February

21 DIRECTORS REPORT (Continued) Audit Committee The members of the Audit Committee at the date of this report are as follows: Chan Siew Wei Tansri Saridju Benui Lee Yik Ming (Chairman and Independent Director) (Executive director) (Independent director) The Audit Committee carried out its functions in accordance with Section 201B (5) of the Singapore Companies Act, Cap. 50. Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited and the Code of Corporate Governance. In performing those functions, the Audit Committee reviewed: - the audit plan of the Company s independent auditors and its report on the weaknesses of internal accounting controls arising from the statutory audit; - the assistance given by the Company s management to the independent auditors; - the periodic results announcements prior to their submission to the Board for approval; - the balance sheet and statement of changes in equity of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2010 prior to their submission to the Board of Directors, as well as the independent auditors report on the balance sheet and statement of changes in equity of the Company and the consolidated financial statements of the Group; and - interested person transactions (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited). The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and discretion to invite any director or executive officer to attend its meetings. The Audit Committee convened two meeting during the year with attendance from majority of the members and has also met with the independent auditors, without the presence of the Company s management, at least once a year. The Audit Committee has recommended to the Board of Directors that the independent auditors, Crowe Horwath First Trust LLP, be nominated for re-appointment as auditor at the forthcoming Annual General Meeting of the Company. The Audit Committee has conducted an annual review of non-audit services to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the independent auditors before confirming their re-nomination. Further details regarding the Audit Committee are disclosed in the Corporate Governance Statement. 20

22 DIRECTORS REPORT (Continued) Independent auditors The independent auditors, Horwath First Trust LLP, who are now practising under the name of Crowe Horwath First Trust LLP with effect from 18 November 2010, have expressed their willingness to accept re-appointment as auditors of the Company. On behalf of the Board of Directors TANSRI SARIDJU BENUI Director KHOO YICK WAI Director Singapore 6 April

23 Statement by Directors In the opinion of the directors, (a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 25 to 81 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2010 and of the results, changes in equity and cash flows of the Group for the financial year then ended; and (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. On behalf of the Board of Directors TANSRI SARIDJU BENUI Director KHOO YICK WAI Director 6 April

24 Crowe Horwath First Trust LLP Certified Public Accountants 7 Temasek Boulevard #11-01 Suntec Tower One Singapore INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF VASHION GROUP LTD Tel: (65) Fax: (65) We have audited the accompanying financial statements of Vashion Group Ltd (the Company ) and its subsidiaries (the Group ) set out on pages 25 to 81, which comprise the balance sheets of the Group and the balance sheet of the Company as at 31 December 2010, the statements of changes in equity of the consolidated Group and the consolidated statement of comprehensive income and consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, (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 profit and loss accounts and balance sheets and to maintain accountability of assets. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 23

25 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF (Continued) Opinion In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010, and of the results, changes in equity and cash flows of the Group for the financial year ended on that date. Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. Crowe Horwath First Trust LLP Public Accountants and Certified Public Accountants Singapore 6 April

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