Enporis Greenz Limited. A New Beginning

Transcription

1 Enporis Greenz Limited A New Beginning Annual Report 2007

2 contents Chairman s Statement Board of Directors Corporate Information Financial Contents

3 to our shareholders I wish to thank shareholders for supporting us during this transition. I look forward to your continued support as the Company enters a new era. Dear valued shareholders, The financial year 2007 has been one of the most significant in the history of the company and it is with a mixture of sadness and happiness that I present this annual report. There is a part of me which feels deep sadness about the sale of the company s business and assets after 25 years during which Seksun grew from a humble loss-making company with a handful of employees to a company listed on the Singapore Exchange Main Board with operations in over six countries. Shareholders had approved the sale of almost all our business undertakings and assets to Supernova Holdings (Singapore) Pte Ltd. at an Extraordinary General Meeting ( EGM ) on 19 December With the completion of the sale transaction, the company has changed its name from Seksun Corporation Ltd to Enporis Greenz Ltd. Having nurtured Seksun and witnessed it grow into a global leader in the manufacture of highprecision metal components; my feelings for Seksun remain strong. The bonds attached with customers, management and staff, suppliers and shareholders go beyond business and operations. We have been truly like a family, having gone through good and bad times together. But as with any parent watching a child grow up and start his or her own adult life, this significant turn of events has also brought me great happiness, especially for what it meant for our shareholders. The cash offer from Supernova, which valued Seksun s business undertakings and assets at a 97% premium over the company s net tangible assets (as at 30 June 2007), represented a very good opportunity for us to return value to our shareholders. Enporis Greenz Limited 01

4 to our shareholders The company has begun and will continue to distribute a significant portion of the net proceeds back to its shareholders. After accounting for transactional expenses and deposits to maintain the company operations after the sale, the company intends to distribute approximately S$270 million of the net sale proceeds to our shareholders. Subsequent to the year-end, the company paid out S$220 million, or S$ per share, in the form of a special dividend to our shareholders on 28 March We expect to pay out another S$50 million, or S$ per share, to our shareholders, once we obtain the necessary High Court approval. Enporis Greenz will continue to be listed on the Singapore Exchange, and is actively exploring and evaluating other investment opportunities to establish new core operations. The company will be making periodic announcements to update shareholders of the progress of its search for a new business. FY2007 financial overview For the year under review, the company delivered strong growth, riding on the back of new product launches from its major hard disk drive ( HDD ) customer. The company s net profit attributable to shareholders rose 28.7% to S$26.2 million from S$20.4 million in FY2006 on revenue of S$279.8 million and S$236.7 million respectively. We also remained in a strong financial position with cash balance of S$36.0 million. Basic earnings per share ( EPS ) rose to 7.02 cents from 5.46 cents in FY2006, while net asset value ( NAV ) per share rose to cents from cents as at end of FY2006. New Board of Directors With the sale of business, we have made significant changes to the Board to reflect our new business activities. We welcome the appointment of Ms Mak Bang Mui as our new Director and Mr Yeo Boon Hing as our Independent Director. Our Board now consists of the following Directors: Dr Felix Ong Mr Peter Chan Pee Teck Ms Mak Bang Mui Mr Yeo Boon Hing Executive Chairman and CEO Independent Director Non-Executive Director Independent Director We have also appointed a new Chief Financial Officer, Mr Choo Soo Kwang, who will be responsible for the company s financial reporting, accounting, investment reviews and taxation matters. Appreciation This will be the start of a new dawn for the company and I wish to give thanks to our loyal shareholders, whom have shown unwavering confidence in the company and continued to support us. I would also like to thank all the management and staff, whose dedicated efforts and hard work has enabled us to deliver a strong operational performance and to make this transaction a success. With your support, I have the confidence to once again lead this company to greater heights and I wish for all of you to join me on this exciting journey. Dr. Felix Ong Kim Huat Group Executive Chairman & CEO Enporis Greenz 02 Enporis Greenz Limited

5 We are focusing on initiatives that will generate greater gains and, therefore, more value to our company and all our stakeholders. CREATING GOOD VALUE

6 board of directors Dr. Felix Ong Kim Huat Executive Chairman and CEO Dr. Felix Ong Kim Huat is the Company s Executive Chairman and CEO. He joined the Company in 1982 and successfully turned around the loss-making outfit into a profitable company that is today listed on the Main Board of the Singapore Exchange with a wide manufacturing footprint across Singapore, Malaysia, China, Indonesia, Thailand, and the USA. Dr. Ong is responsible for the leadership and management of the Company, and is entrusted with developing strategic directions as well as identifying long-term corporate goals and expansion opportunities. Prior to joining the Company, he held various management positions in a local plywood company. Dr. Ong was conferred the Doctorate of Philosophy in Business Administration from the American University in the State of Hawaii, USA, in Mr. Peter Chan Pee Teck Non-Executive Independent Director Mr. Peter Chan Pee Teck is the Company s Non-Executive Independent Director and was appointed to the Board in He is presently the Managing Partner of Crest Capital Partners Ltd, which is responsible for managing a number of private equity funds covering Asia, and specializes in managing private equity investment funds. He also holds directorships in several other public-listed companies. Mr. Chan holds a Bachelor of Accountancy (Honours) Degree from the National University of Singapore and is a Fellow Member of both the Institutes of Certified Public Accountants in Singapore and Australia. 04 Enporis Greenz Limited

7 Mr. Yeo Boon Hing Non-Executive Independent Director Mr. Yeo Boon Hing is the Company s Non-Executive Independent Director and was appointed to the Board in February Mr. Yeo is currently the CEO of Summit CD Manufacture Pte Ltd, which is a subsidiary of SM Summit Holdings Limited. He joined the SM Summit Group in 1997 as Sales and Marketing Director and was subsequently promoted to General Manager in He was promoted to Group Executive Director in His current responsibility is towards directing and coordinating all key functions of the Group s operations in the international and domestic market. He has years of sales and marketing as well as management experience in both local and multi-national organisations. Mr. Yeo holds a Bachelor of Science degree with double majors in Finance and Marketing from the University of Oregon. Ms. Mak Bang Mui Non-Executive Director Ms. Mak Bang Mui is the Company s Non-Executive Director and was appointed to the Board in February She is currently a Director with Centurion Investment Management and is responsible for providing advice on the management of the fund. Prior to joining Centurion in 2007, she was as an Equity Analyst with UOB Kay Hian Pte Ltd, focusing on Asian markets, including Singapore, Malaysia and Indonesia. She has also worked in Daiwa Investment Research Pte Ltd, DBS Investment Research and JM Sassoon Pte Ltd. Ms Mak graduated from the National University of Singapore with a degree in Accountancy in 1986 and is a member of the Institute of Certified Public Accountants of Singapore. Enporis Greenz Limited 05

8 corporate information CORPORATE INFORMATION BOARD OF DIRECTORS Dr Felix Ong Kim Huat Executive Chairman & CEO Peter Chan Pee Teck Non-Executive Independent Director Yeo Boon Hing Non-Executive Independent Director Mak Bang Mui Non-Executive Director COMPANY SECRETARIES Lo Swee Oi Tan Ching Chek REGISTERED OFFICE 220 Orchard Road #05-01 Midpoint Orchard Singapore REGISTRARS NOMINATING COMMITTEE Yeo Boon Hing Chairman Peter Chan Pee Teck Dr Felix Ong Kim Huat REMUNERATION COMMITTEE Yeo Boon Hing Chairman Peter Chan Pee Teck Mak Bang Mui AUDITORS Deloitte & Touche 6 Shenton Way #32-00 DBS Building Tower Two Singapore Partner-in-charge: Xu Jun (Since financial year ended ) PRINCIPAL BANKERS DBS Bank Ltd Oversea-Chinese Banking Corporation Limited United Overseas Bank Limited Bangkok Bank Public Company Limited Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street, #08-01 Samsung Hub Singapore AUDIT COMMITTEE Peter Chan Pee Teck Chairman Yeo Boon Hing Mak Bang Mui 06 Enporis Greenz Limited

9 Strengthening our Group entails opening up to new ventures BROADENING HORIZONS

10 financial contents Corporate Governance Report Report of the Directors Independent Auditors Report Balance Sheets Consolidated Profit and Loss Statement Statements of Changes in Equity Consolidated Cash Flow Statement Statement of Directors Statistics of Shareholdings Notice of Annual General Meeting Proxy Form

11 Corporate Governance Report Enporis Greenz Limited (formerly known as Seksun Corporation Limited, and herein referred to as Enporis or the Company ) is committed to achieving and maintaining a high standard of corporate governance in conformity with the Code of Corporate Governance ( the Code ). The Company continues to implement further practices to comply more fully with the recommendations of the Code. Enporis upholds the principle that all involved in governing and managing the Company and its subsidiaries must act with high standards of ethics, integrity and transparency. The Company s corporate governance process and activities for the financial year are outlined below. BOARD OF DIRECTORS Principle 1: Board s Conduct of its Affairs The principal functions of the Board, apart from its statutory responsibilities, are: (1) providing entrepreneurial leadership, setting strategic aims, and ensuring that the necessary financial and human resources are in place for the Company to meet its objectives; (2) formulating and approving Group s corporate policies; (3) approving annual budgets, key operational issues and major funding and investment proposals; (4) overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance; (5) reviewing management performance; (6) approving the nomination of board directors and appointment of key personnel; (7) assuming responsibility for corporate governance; (8) drawing up Company s values and standards, and ensuring that obligations to shareholders and others are understood and met. Matters which are specifically reserved to the Board for decision and approval are those involving material acquisitions and disposal of assets, corporate or financial restructuring and share issuances and dividends. The Board delegates certain of its functions to the Audit, Nominating and Remuneration Committees. The Board and the Committees, formed to assist the Board in the execution of its responsibilities, meet at least once in every quarter or when necessary. Telephonic attendance and conference via audio-visual communication at Board meetings are allowed under the Company s Articles of Association. Enporis Greenz Limited 9

12 Corporate Governance Report In the year under review, the number of board meetings and committee meetings held and attended by each member are as follows: Board Audit Committee Nominating Committee Remuneration Committee No. of No. of No. of No. of No. of No. of No. of No. of Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Name of Director Held Attended Held Attended Held Attended Held Attended Dr. Felix Ong Kim Huat Henry Lee Choon Seng * 7 6 Alvin Ong Hong Tai * 7 7 Joseph Lam Kim Kee * 7 7 Peter Chan Pee Teck Victor Loh Kwok Hoong ** Leong Horn Kee ** Yeo Boon Hing *** Mak Bang Mui **** * Ceased to be a Board Member as of 1 February 2008 ** Ceased to be a Board Member as of 15 February 2008 *** Appointed as an Independent Non-Executive Director on 15 February Also appointed as Chairman of Remuneration Committee and Nominating Committee and a member of the Audit Committee. **** Appointed as a Non-Executive Director on 15 February Also appointed as a member of the Audit Committee and Remuneration Committee. Newly-appointed directors are briefed on the Group s businesses and Corporate Governance policies. Familiarisation visits to local and overseas plants, are organised, if necessary, to facilitate a better understanding of the Group s operations. Upon confirmation of appointment, new directors will be issued a formal letter setting out the director s duties and obligations. The Board has no dissenting view on the Chairman s statement for the year in review. Principle 2 : Board Composition and Balance Presently, the Board comprises four directors, one Executive Director, one Non-Executive Director and two Non- Executive Independent Directors. The names and key information of the directors are set out in the Report of the Directors and in the Board of Directors sections of the annual report. The Nominating Committee is of the view that the current Board size of four directors, out of which two are independent directors, is appropriate, taking into account the nature and scope of the Group s operations. The Nominating Committee is also of the view that the current Board comprises of personnel who, as a group, provide the necessary core competencies to meet the Group s needs. The composition of the Board and independence of each director are reviewed annually by the Nominating Committee. 10 Enporis Greenz Limited

13 Corporate Governance Report Principle 3: Role of Chairman and Chief Executive Officer ( CEO ) Dr. Felix Ong Kim Huat is currently the Group Executive Chairman and Chief Executive Officer ( CEO ). The Board has not adopted the recommendation of the Code to have separate Directors appointed as the Chairman and CEO. The Board believes that the current composition of the Board is able to make objective and prudent judgment on the Group s corporate affairs. This decision was arrived after due consideration of numerous factors such as the number of Independent Directors on the Board, as well as the current size and scope of the affairs and operations of the Group. However, the Board regularly reviews the situation and will make the necessary recommendation should the circumstances arise. BOARD COMMITTEES Nominating Committee Principle 4 : Board Membership Principle 5 : Board Performance The Nominating Committee ( NC ) comprises three directors, two of whom are independent directors. The Chairman of the Nominating Committee is Mr. Yeo Boon Hing. Mr Yeo is an independent director, who is not associated with the substantial shareholders of the Company. The other members are Dr. Felix Ong Kim Huat (Group Executive Chairman and CEO) and Mr. Peter Chan Pee Teck (Independent Director). The NC s principal functions are to develop and maintain a transparent and formal process for the appointment of new directors, the recommendation of directors who are due for retirement by rotation to seek re-election at the AGM, the determination of status of independence of each director, and to evaluate and assess the effectiveness of the Board as a whole, and the contribution by each director towards the effectiveness of the Board. For the purpose of its evaluation of the directors performance, the Nominating Committee focuses on whether the directors, individually or collectively possesses the background, experience, competencies in finance and management skills critical to the Group s business as well as whether each director, with his special contributions, brings to the Board an independent and objective perspective to enable sound, balanced and well-considered decisions to be made. The Board adopted a formal process for the selection and appointment of new directors, as set out below : 1) Search Process Identify the criteria that the prospective candidates should possess : age, sex, qualification, experience, personal attributes and skills. Source from recommendations of fellow Board members, business associates or trade organisations. 2) Selection Process After an initial assessment of the CVs, a verification check is conducted through various contacts such as friends, bankers, business associates, etc. Conduct formal interview of short-listed candidates to assess suitability and ensure that they are aware of the expectations and level of commitment required. Enporis Greenz Limited 11

14 Corporate Governance Report 3) Nomination Process Recommend to the Board the nominated candidates. 4) Appointment Process Based on the recommendations by the NC, the Board approves the appointment via a resolution. The Board approves any other appointments to sub-committees, if appropriate. Issue letter of appointment setting out terms and conditions of appointment such as period of office, compensation & benefits, duties & responsibilities and termination. New directors are appointed by way of a Board resolution, after the NC has approved their nomination. New directors submit themselves for re-election at the next AGM of the Company. Article 71 of the Company s Articles of Association (the Articles ) requires one third of the Board to retire by rotation at every AGM. This means that no director stays in office for more than three years before being re-elected by shareholders. Audit Committee Principle 11 : Audit Committee Principle 12 : Internal Controls The Audit Committee ( AC ) comprises three members, two of whom are independent directors while one is a nonexecutive director, having the appropriate accounting or related financial management expertise or experience to discharge the Audit Committee s functions. The members are Mr. Peter Chan Pee Teck (Chairman), Mr. Yeo Boon Hing and Ms Mak Bang Mui. The AC performs the following main functions: (1) review with the internal and external auditors, the scope, audit plans, and the results of their examinations and evaluation of the Group s system of internal accounting controls; (2) review the adequacy of the Group s financial and management reporting system including the effectiveness of material internal financial controls, operational and compliance controls, and risk management policies; (3) review the balance sheet and statement of changes in equity of the Company and the consolidated financial statements of the Group to ensure integrity before submission to the Board for approval and the external auditors report on those financial statements, if any; (4) review any related significant findings and recommendations of the internal and external auditors together with management s responses thereto; (5) review interested party transactions, if any, as may be required by the regulatory authorities or the provisions of the Singapore Companies Act; (6) review legal and regulatory matters that may have a material impact on the financial statements; (7) review the quarterly and annual announcements as well as the related press releases on the results and financial position of the Company and the Group; 12 Enporis Greenz Limited

15 Corporate Governance Report (8) review the independence of external auditors annually after considering the level of non-audit fees paid to the external auditors; (9) review the arrangements by which staff of the Company may, in confidence raise concerns about the possible improprieties in matters of financial reporting and other matters; (10) review the assistance given by the management to the internal and external auditors; and (11) make recommendations to the Board on the appointment of the external auditors. The AC has full access to and co-operation of the management and has been given the resources required for it to discharge its functions properly. In performing its functions, the AC met with the external auditors without the presence of the management. It also has full discretion to invite any director and executive officer to attend its meetings. The external auditors have unrestricted access to the AC. The Company s external auditors, Deloitte & Touche, carry out, in the course of their statutory audit, a review of the effectiveness of the Company s material internal control, including financial, operational and compliance controls. Material non-compliance and internal control weaknesses noted during their audit are reported to the AC together with their recommendations. Based on the audit reports and the management controls in place, the AC is satisfied that there are adequate internal controls in the Group. A Policy on Business Related Conduct has also been put in place by the Audit Committee to provide an independent feedback channel for employees to report any corporate wrongdoings and to ensure appropriate investigation and follow up action on such report, if any. The AC confirms that it has undertaken a review of all non-audit services provided by the external auditors and is satisfied that such services would not, in the Audit Committee s opinion, affect the independence of the auditors. The AC has recommended to the Board the nomination of Deloitte & Touche for re-appointment as external auditors of the Company at the forthcoming AGM. Remuneration Committee Principle 7 : Procedures for Developing Remuneration Policies Principle 8 : Level and Mix of Remuneration Principle 9 : Disclosure on Remuneration The Remuneration Committee ( RC ) comprises three directors, of whom two, including the Chairman, are nonexecutive and independent directors. The Chairman of the Remuneration Committee is Mr. Yeo Boon Hing. The other members are Mr. Peter Chan Pee Teck and Ms. Mak Bang Mui. The RC reviews and approves recommendations on remuneration policies and packages that attract, retain and motivate directors and senior management to exert their best efforts to work towards the growth of the Group, the protection and promotion of the interests of all shareholders and the interests of improved corporate performance. The review of remuneration package takes into consideration the long term interests of the Group and ensures that the interests of the directors and senior management align with that of the shareholders. The review covers all aspects of remuneration, including but not limited to, directors salaries, fees, allowances, bonuses, options and benefits-in-kind. The Committee s recommendations are submitted for endorsement by the entire Board. The Secretary of the RC shall be the Company Secretary who shall attend all meetings and minute the proceedings thereof. The RC administers and recommends to the Board the grant of options in respect of the Enporis Employees Share Option Scheme 2001 ( the Scheme ). Details of the Scheme are set out in the Report of the Directors. Enporis Greenz Limited 13

16 Corporate Governance Report Only independent and non-executive directors are paid directors fees. The directors recommend the payment of such fees to be approved by shareholders as a lump sum payment at the AGM of the Company. A breakdown showing the level and mix of each individual director s remuneration for the Financial Year 2007 is as follows: Name of Director Remuneration Band Salary % Bonus % Fees % Other Benefits % Total % Dr. Felix Ong Kim Huat $2,000,000 and above Henry Lee Choon Seng* $750,000 to $999, Alvin Ong Hong Tai* Joseph Lam Kim Kee* $250,000 to $499, Peter Chan Pee Teck Victor Loh Kwok Hoong** Leong Horn Kee** Below $250, The independent directors have no service contracts and their terms are specified in the Articles. The remuneration of the top five key executives of the Group who are not directors of the Company are as follows: Name of Executive Remuneration Band Salary % Bonus % Other Benefits % Total % Robert Ernest Zinn Richard John Freiberger Sim Kwang Hock*** $250,000 to $499, Chan Cheok Hong Yeo Seng Huat Below $250, * Pursuant to the Company s substantial sale of its assets and business undertakings, Messrs Henry Lee Choon Seng, Alvin Ong Hong Tai and Joseph Lam Kim Kee resigned as Directors of the Company on 1 February 2008, upon the completion of the transaction. ** Messrs Victor Loh Kwok Hoong and Leong Horn Kee ceased to be Directors of the Company on 15 February *** Mr Sim Kwang Hock is the brother-in-law of Dr. Felix Ong Kim Huat, Group Executive Chairman and CEO. Other than those mentioned above, there were no employees whose remuneration exceeds $150,000 during the year who are related to directors/ceo or substantial shareholders. Principle 6 : Access to Information In order to ensure that the Board is able to fulfill its responsibilities, management provides Board members with monthly management accounts. In addition, all relevant information on material events and transactions are circulated to directors as and when they arise. Whenever necessary, senior management staff will be invited to attend the Board meetings to answer queries and provide detailed insights into their areas of operations. The directors have been provided with the phone numbers and particulars of the Company s senior management and Company Secretary to facilitate access. 14 Enporis Greenz Limited

17 Corporate Governance Report The directors are kept informed by management on the status of on-going activities between Board meetings. Where a decision has to be made before a Board meeting, a circulating directors resolution is done in accordance with the Articles and the directors are provided with all necessary information to enable them to make informed decisions. The Company Secretary will also ensure that any queries made by the directors will be answered promptly by management. Where the directors, either individually or as a group, in the furtherance of their duties, require professional advice, the Company Secretary can be approached to assist them to obtain independent professional advice, at the Company s expense. Board members have separate and independent access to the Company Secretary at all times. Principle 13 : Internal Audits The Board supports the need and is responsible for maintaining a system of internal controls and processes to safeguard shareholders investments and the Group s assets. The Company has engaged external consultants as the internal auditors (the IA ) to perform the Group s internal audit function. The Board has assessed the competence, efficiency and integrity of the external consultants to perform the Group s internal audit functions and is satisfied with their performance. The IA reports directly to the Chairman of the Audit Committee on audit matters and to the Group Executive Chairman on administrative functions. The Audit Committee reviews (a) the adequacy of the IA s activities to ensure that the IA has adequate resource and appropriate standing within the Group and (b) the internal audit programs and ensure co-ordination between the IA, external auditors and management. COMMUNICATION WITH SHAREHOLDERS Principle 10 : Accounting and Audit Principle 14 : Communication with Shareholders Principle 15 : Greater Shareholder Participation The Company announces price sensitive announcements including quarterly and full year results via the SGXNET. Results are announced and annual reports are issued within the mandatory period. Announcements released via SGXNET and to the media are also uploaded promptly on the Company s corporate website. The Company has engaged an investor relations consultant to assist in the communication with the media and its investors on a regular basis and attends to their queries. All shareholders of the Company receive the annual report and notice of AGM. The notice is also advertised in newspapers. At the AGMs, shareholders are given the opportunity to air their views and ask directors or management questions regarding the Company. The Articles allow a member of the Company to appoint one or two proxies to attend and vote instead of the member. DEALINGS IN SECURITIES The Group has adopted an internal code which prohibits the directors and executives of the Group from dealing in the Company s shares during the periods commencing two weeks and one month prior to the announcement of the Group s quarterly and full year results respectively and ending on the date of the announcement of the results, or if they are in possession of unpublished price-sensitive information of the Group. In addition, directors and key executives are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period. Enporis Greenz Limited 15

18 Corporate Governance Report OTHER KEY INFORMATION REGARDING DIRECTORS Name of Director Age Date of first appointment as a Director Date of last re election as a Director Present directorship of other listed companies Past directorship of other listed companies over the preceding three years Dr. Felix Ong Kim Huat 62 1 June April 2007 Alantac Technology Ltd Peter Chan Pee Teck June April 2005 Teckwah Industrial Corporation Limited Armstrong Industrial Corporation Limited Popu lar Holdings Limited Kyodo Allied Industries Ltd Norelco Centreline Holdings Ltd Enzer Corporation Limited Yeo Boon Hing February 2008 Mak Bang Mui February 2008 SM Summit Holdings Ltd INTERESTED PERSON TRANSACTIONS Since the end of the previous financial year, the Company and its subsidiaries did not enter into any material contracts involving the interests of the directors or controlling shareholders and no such material contracts still subsists at the end of the financial year. 16 Enporis Greenz Limited

19 Report of the Directors The directors present their report together with the audited consolidated financial statements of the Group and balance sheet and statement of changes in equity of the Company for the financial year ended. On 1 February 2008, the Company completed the sale of its assets and business undertakings to Supernova Holdings (Singapore) Pte Ltd (the Transaction ) described in Note 10 to the financial statements. On 29 February 2008, the Company changed its name from Seksun Corporation Limited to Enporis Greenz Limited. 1 DIRECTORS The directors of the Company in office at the date of this report are: Dr. Felix Ong Kim Huat Peter Chan Pee Teck Yeo Boon Hing (Appointed on 15 February 2008) Mak Bang Mui (Appointed on 15 February 2008) 2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures in the Company or any other body corporate, except for the options mentioned in paragraphs 3 and 5 of the Report of the Directors. 3 DIRECTORS INTERESTS IN SHARES AND DEBENTURES The directors of the Company holding office at the end of the financial year had no interests in the share capital and debentures of the Company and related corporations as recorded in the Register of Directors Shareholdings kept by the Company under Section 164 of the Singapore Companies Act except as follows: Names of directors and Company in which interests are held Shareholdings registered in names of directors At beginning At end of of year year Shareholdings in which directors are deemed to have interests At beginning of year At end of year Enporis Greenz Limited - ordinary shares Dr. Felix Ong Kim Huat 19,412,992 20,612,932 67,631,932 66,431,932 Lee Choon Seng (resigned on 1 February 2008) 5, ,530 Lam Kim Kee (resigned on 1 February 2008) 6, ,000 Ong Hong Tai (resigned on 1 February 2008) 200,000 Options granted to subscribe for the Company s ordinary shares Lee Choon Seng (resigned on 1 February 2008) 200,000 Lam Kim Kee (resigned on 1 February 2008) 200,000 Ong Hong Tai (resigned on 1 February 2008) 200,000 By virtue of Section 7 of the Singapore Companies Act, Dr Felix Ong Kim Huat is deemed to have an interest in the Company and all the related corporations of the Company. The directors interests in the shares of the Company at 21 January 2008 were the same at 31 December Enporis Greenz Limited 17

20 Report of the Directors 4 DIRECTORS RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the Company or a related corporation with a director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except for salaries, bonuses and other benefits as disclosed in the financial statements. 5 SHARE OPTIONS (a) Options to take up unissued shares (i) (ii) The Seksun Employees Share Option Scheme 2001 ( the Scheme ) was approved by the shareholders of the Company at an Extraordinary General Meeting held on 19 November Under the Scheme, options granted may be exercised as follows depending on whether the exercise price is set at market price or at a discount to market price in respect of which that offer is granted as further explained in paragraph 5(a)(iii) as follows: Issued at market price (1) Executive directors and Exercisable any time after the first Group executives anniversary but before the expiry of the tenth anniversary of the date the share options were granted. (2) Non-executive directors Exercisable any time after the first anniversary but before the expiry of the fifth anniversary of the date the share options were granted. Issued at a discount to market price (3) Executive directors and Exercisable any time after the Group executives second anniversary but before the expiry of the tenth anniversary of the date the share options were granted. (4) Non-executive directors Exercisable any time after the second anniversary but before the expiry of the fifth anniversary of the date the share options were granted. (iii) The Scheme is administered by the Remuneration Committee whose members at the date of this report are: Yeo Boon Hing (Chairman) Peter Chan Pee Teck Mak Bang Mui 18 Enporis Greenz Limited

21 Report of the Directors 5 SHARE OPTIONS (Cont d) (a) Options to take up unissued shares (Cont d) Each share option entitles the director or employee of the Company to subscribe for one new ordinary share in the Company. The options are granted in consideration of $1 for all the shares in respect of which the option is granted. The options may be exercised after one year or two years as mentioned in paragraph 5(a)(ii) above but not later than five years for non-executive directors and not later than ten years for executive directors and group executives from the date the share option was granted. The shares under option may be exercised in full or in 1,000 shares or a multiple thereof on the payment of the subscription price. The subscription price is determined based on the average of the last dealt price per share for the three consecutive market days preceding the date of offer, or its nominal value, whichever is higher. The Remuneration Committee may, at its discretion, fix the subscription price at a discount up to 20% of market price. The employees to whom the options have been granted do not have the right to participate by virtue of the options in a share issue of any other company. Options granted are cancelled when the option holder ceases to be in full-time employment of the Company or any corporation in the Group subject to certain exceptions at the discretion of the Company. (iv) (v) No employee of the Company or related corporations, other than those disclosed in paragraph 5(b) of the Report of the Directors, received 5% or more of the total number of options available under the Scheme. No share options were granted under the Scheme during the financial year. (b) Unissued shares under option and options exercised The number of shares available under the Scheme shall not exceed 15% of the issued share capital of the Company. The number of outstanding share options under the scheme are as follows: Date of grant Number of options to subscribe for ordinary shares Balance at Granted Exercised Balance at Exercise price per share $ Exercisable period 15 September ,690,000 (1,690,000) September 2007 to 15 September 2015 There were no options granted to any of the Company s controlling shareholders or their associates (as defined in the Singapore Exchange Securities Trading Listing Manual), since the commencement of the Scheme. Enporis Greenz Limited 19

22 Report of the Directors 5 SHARE OPTIONS (Cont d) (b) Unissued shares under option and options exercised (Cont d) The information on directors and employees of the Company participating in the Scheme is as follows: Name of director/employee Options granted during the financial year Aggregate options granted since commencement of the Scheme to the end of financial year Aggregate options exercised since commencement of the Scheme to the end of financial year Aggregate options lapsed since commencement of the Scheme to the end of financial year Aggregate options outstanding as at the end of financial year Lee Choon Seng 200, ,000 Lam Kim Kee 200, ,000 Ong Hong Tai 200, ,000 Sim Kwang Hock 200, ,000 Chan Cheok Hong 200, ,000 Yeo Seng Huat 200, ,000 6 AUDIT COMMITTEE The Audit Committee of the Company at the date of this report is chaired by Mr Peter Chan Pee Teck and includes Mr Yeo Boon Hing and Ms Mak Bang Mui who are all non-executive directors. Mr Peter Chan Pee Teck and Mr Yeo Boon Hing are independent of the Company. The Audit Committee has met four times since the last Annual General Meeting ( AGM ) and has reviewed the following, where relevant, with the executive directors, external and internal auditors of the Company: a) the external and internal auditors audit plans and results of the internal auditors examination and evaluation of the Group s systems of internal accounting controls; b) the Group s financial and operating results and accounting policies; c) the balance sheet and statement of changes in equity of the Company and the consolidated financial statements of the Group before their submission to the directors of the Company and external auditors report on those financial statements; d) the quarterly and annual announcements as well as the related press releases on the results and financial position of the Company and the Group; e) the arrangements by which staff of the Company, may in confidence, raise concerns about possible improprieties in matters of financial reporting and other matters; f) the co-operation and assistance given by the management to the Group s internal and external auditors; and g) the re-appointment of the external auditors of the Group. The Audit Committee has full access to and has the co-operation of the management and has been given the resources required for it to discharge its function properly. It also has full discretion to invite any director and executive officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee. The Audit Committee has recommended to the directors the nomination of Deloitte & Touche for reappointment as external auditors of the Group at the forthcoming AGM of the Company. 20 Enporis Greenz Limited

23 Report of the Directors 7 AUDITORS The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment. ON BEHALF OF THE DIRECTORS Dr. Felix Ong Kim Huat Mak Bang Mui 17 March 2008 Enporis Greenz Limited 21

24 Independent Auditors Report To the members of Enporis Greenz Limited (Formerly known as Seksun Corporation Limited) We have audited the accompanying financial statements of Enporis Greenz Limited (the Company ) and its subsidiaries (the Group ) which comprise the balance sheets of the Group and the Company as at 31 December 2007, the profit and loss statement, statement of changes in equity and cash flow statement of the Group and the statement of changes in equity of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 23 to 67. Directors Responsibility The Company s directors are responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the Act ) and Singapore Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, (a) (b) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended on that date; and 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. DELOITTE & TOUCHE Certified Public Accountants Xu Jun Partner Singapore 17 March Enporis Greenz Limited

25 Balance Sheets Group Company Note $ 000 $ 000 $ 000 $ 000 ASSETS Current assets Cash and bank balances , ,016 Trade receivables 7 61,748 20,239 Other receivables and prepayments 8 1,330 1,681 1, Inventories 9 36,622 7,247 Total assets of Disposal Group classified as held-for-sale , ,897 Total current assets 284, , ,677 37,058 Non-current assets Property, plant and equipment ,729 36,614 Goodwill 12 2,581 Subsidiaries 13 65,663 Associate 14 1,608 1,686 Available-for-sale investments 15 1,800 Total non-current assets 106, ,963 Total assets 284, , , ,021 LIABILITIES AND EQUITY Current liabilities Bank overdrafts 17 1,536 Trade payables 18 1,744 45,070 1,744 21,611 Other payables , Current portion of loans 20 18,749 8,833 Current portion of finance leases Income tax payable 444 1, Total liabilities of Disposal Group classified as held-for-sale ,360 45,508 Total current liabilities 107,728 70,397 47,876 31,309 Non-current liabilities Loans - due after one year 20 5,575 5,333 Finance leases - due after one year Deferred tax liabilities 16 5,800 5,494 5,800 4,420 Total non-current liabilities 5,800 11,522 5,800 9,761 Capital, reserves and minority interests Share capital 22 58,401 57,798 58,401 57,798 Share option reserve Currency translation reserve (6,908) (6,080) Accumulated profits 114,094 91,834 63,600 42,060 Equity attributable to equity holders of the Company 165, , ,001 99,951 Minority interests 5,666 5,321 Total equity 171, , ,001 99,951 Total liabilities and equity 284, , , ,021 See accompanying notes to financial statements. Enporis Greenz Limited 23

26 Consolidated Profit and Loss Statement Year ended Note $ 000 $ 000 Revenue , ,678 Other operating income ,441 Total operating revenue 280, ,119 Changes in inventories of finished goods and work in progress 3,681 3,353 Raw materials and consumables used (168,812) (152,925) Employee benefits expense (40,938) (33,831) Depreciation expense 11 (10,551) (9,755) Other operating expenses 26 (28,334) (20,241) Total operating expenses (244,954) (213,399) Investment revenue Finance costs 28 (2,108) (1,041) Share of results of associate (127) (20) Profit before tax 33,329 24,326 Income tax expense 29 (6,585) (3,119) Profit for the year 30 26,744 21,207 Attributable to: Equity holders of the Company 26,242 20,388 Minority interests ,744 21,207 Earnings per share (cents): Basic Diluted See accompanying notes to financial statements. 24 Enporis Greenz Limited

27 Statement of Changes in Equity Year ended Share capital Share premium Share option reserve Currency translation reserve Accumulated profits Attributable to equity holders of the Company Minority interests Total $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 Group Balance at 1 January ,356 20, (3,351) 77, ,182 6, ,957 Currency translation difference recognised directly in equity (2,729) (2,729) (288) (3,017) Profit for the year 20,388 20, ,207 Total recognised income and expense for the year (2,729) 20,388 17, ,190 Transfer from share premium account 20,442 (20,442) Dividend paid to minority interests (693) (693) Decrease in minority interests due to group change (Note 33) (1,292) (1,292) Dividends (Note 37) (6,276) (6,276) (6,276) Recognition of share-based payments Balance at 31 December , (6,080) 91, ,645 5, ,966 Currency translation difference recognised directly in equity (828) (828) (12) (840) Profit for the year 26,242 26, ,744 Total recognised income and expense for the year (828) 26,242 25, ,904 Proceeds from minority shareholder of a subsidiary Dividend paid to minority interests (577) (577) Dividends (Note 37) (3,982) (3,982) (3,982) Recognition of share-based payments Issue of shares under share option scheme 603 (153) Balance at 58,401 (6,908) 114, ,587 5, ,253 Enporis Greenz Limited 25

28 Statement of Changes in Equity Year ended Company Share Share Share Accumulated capital premium option reserve profits Total $ 000 $ 000 $ 000 $ 000 $ 000 Balance at 1 January ,356 20, ,111 93,922 Profit for the year 12,225 12,225 Transfer from share premium account 20,442 (20,442) Dividends (Note 37) (6,276) (6,276) Recognition of share-based payments Balance at 31 December , ,060 99,951 Profit for the year 25,522 25,522 Dividends (Note 37) (3,982) (3,982) Recognition of share-based payments Issue of shares under share option scheme 603 (153) 450 Balance at 58,401 63, ,001 See accompanying notes to financial statements. 26 Enporis Greenz Limited

29 Consolidated Cash Flow Statement Year ended Note $ 000 $ 000 Operating activities Profit before tax 33,329 24,326 Adjustments for: Depreciation expense 10,551 9,755 Interest income (413) (667) Interest expense 2,108 1,041 Gain on disposal of associate (980) Share of results of associate Share-based payment expense Gain on dilution of investment in subsidiaries 33 (48) Reversal of allowance for inventories (140) Impairment loss on property, plant and equipment 3,212 Property, plant and equipment written off Gain on disposal of property, plant and equipment (267) (413) Operating cash flows before movements in working capital 49,178 32,982 Trade receivables (27,529) 16,196 Other receivables and prepayments (1,729) 1,376 Inventories (4,156) (9,880) Trade payables 16,832 (21,248) Other payables Cash generated from operations 32,643 19,848 Interest received Interest paid (2,108) (1,041) Income tax paid (4,763) (2,139) Dividends paid to shareholders (3,982) (6,276) Dividends paid to minority shareholders (577) (693) Net cash from operating activities 21,626 10,366 Investing activities Proceeds on disposal of property, plant and equipment 1, Disposal of associate 3,250 Purchases of property, plant and equipment A (22,371) (28,569) Net cash used in investing activities (21,263) (24,547) Financing activities Proceeds on issue of shares 450 Proceeds from loans 41,345 21,023 Repayment of loans (28,495) (14,096) Repayment of obligations under finance leases (468) (481) Net cash from financing activities 12,832 6,446 Net increase (decrease) in cash and cash equivalents 13,195 (7,735) Cash and cash equivalents at the beginning of the year 22,580 31,795 Effect of foreign exchange rate changes 195 (1,480) Cash and cash equivalents at the end of the year B 35,970 22,580 Enporis Greenz Limited 27