Ascent of Strength. Challenger Technologies Limited ANNUAL REPORT 04

Ascent of Strength Challenger Technologies Limited ANNUAL REPORT 04

01 02 03 04 06 07 08 09 Mission Statement Corporate Profile Challenger Group of Companies Chief Executive s Message Profile of Board of Directors Profile of Key Management Corporate Information Financial Highlights 10 Operations Review contents 12 19 22 23 24 28 47 49 Corporate Governance Report of The Directors Statement of Directors Auditors Report Audited Financial Statements Notes to Financial Statements Statistics of Shareholdings Notice of Annual General Meeting

mission statement TO ENSURE ALL CUSTOMERS GET THE VALUE FOR ALL PRODUCTS AND SERVICES PROVIDED BY US, AND HAVE A PLEASANT SHOPPING EXPERIENCE.

02 03 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Challenger Group of Companies 100% Matrix Integration Pte Ltd Singapore [Small Format Outlet - Retail] Challenger Infortech (Beijing) Co., Ltd People s Republic of China 40% [Marketing and Development of Anti-Virus Software] 100% Itechcare (S) Pte Ltd Singapore [IT Service Provider] Challenger Technologies Limited Singapore [Superstore - Retail] OA Supplies Pte Ltd Singapore [Supplying Office Supplies] 55% 80% Challenger Technologies (M) Sdn Bhd* Malaysia [Superstore - Retail] CBD evision Pte Ltd Singapore [Electronic Signage] 100% 60% CBD evision (M) Sdn Bhd Malaysia [Electronic Signage] 52% CBD evision (Thailand) Company Limited* Thailand [Electronic Signage] * = Currently dormant

Chief Executive s Message We believe our revenue superstores increased and smallformat by profit of 12.2% outlets will $3.7million remain profitable. revenue of $75.5 million The Group registered revenue of $75.5 million and profit before taxation of $3.7 million for the financial year ended 31 December 2004. Group revenue increased by 12.2%. 83% of group revenue was derived from providing IT products and services by our superstores. 10% revenue was derived from our small-format outlets, Matrix IT Gallery. The office supplies segment contributed 5% of the group revenue. Itechcare and CBD evision group of companies contributed less than 2% to the total group revenue. t t w s Challenger Superstore and Matrix IT Gallery FY2004 saw some changes in our outlet structure. Our core business in providing IT products and services by our two superstores remained strong, while our two small-format outlets in Sim Lim Square closed down due to expiry of leases and poor business conditions. Retailing in Singapore is a challenge with many chain store operators paying a premium on leases. In turn, mall owners charge higher rentals as a result of higher rent expectations. Despite this and other retail challenges, going forward, we believe our superstores and small-format outlets will remain profitable. Matrix IT Gallery s remaining two outlets in Funan The IT Mall are also expected to perform well and remain profitable in the coming year. There is also the possibility of opening more outlets provided strategic locations with reasonable rentals are available. To increase operational efficiency and productivity as well as to reduce operational costs, Matrix IT Gallery, which is a business unit of Matrix Integration Pte Ltd, will be transferred in FY2005 to Challenger Technologies Limited, which operates Challenger Superstores. CBD evision Pte Ltd The company s principal activities are the supplying, installing and maintenance of electronic signage and services. CBD evision s expansion in Thailand and Malaysia in FY2004 were in line with our listing prospectus. The establishment of CBD evision s Malaysia and Thailand subsidiaries in FY2004 are expected to contribute to higher sales in FY2005. CBD evision is expected to be profitable in FY2005. OA Supplies Pte Ltd The sales contribution from Office Supplies segment is likely to be significantly reduced due to the Group s intention of disposing of OA Supplies in FY2005. This is due to a divergence

04 05 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 We will strive to achieve the highest standards of We will strive to achieve the transparency highest standards of as transparency well as well as as to to increase increase shareholders value. shareholders value. in strategy and differences in management culture between The company has been profitable in FY2004 and is expected the management of OA Supplies and the Company, as well to remain profitable in FY2005. as the additional capital required for commercial expansion of OA Supplies business. The Group As a listed company with the interest of our shareholders at Challenger Infortech (Beijing) Co. Ltd stake, our group views corporate governance as a top priority. The company was established as a joint venture with two Thus, we will strive to achieve the highest standards of Chinese nationals in Q2 FY2004, with 40% of shareholdings transparency as well as to increase shareholders value. held by Challenger Technologies Limited. The principal activities are the development and marketing of anti-virus, Barring unforeseen circumstances, our Directors are of the anti-spamming and data recovery software under the Oriental view that the group will continue to be profitable for the Guard brand name. current financial year based on our performance achieved to-date. With manpower of about 16 employees, the company has progressed into providing free online downloads of anti-virus The final gross dividend declared was 3 cents per ordinary software as an initial marketing program to more than 400,000 share, subject to shareholders' approval at the Annual General subscribers in People s Republic of China ( PRC ) as at 31 Meeting to be held on 12 April 2005. The company had earlier December 2004. The English version of this software is declared and paid out an interim gross dividend on 10 marketed under the Hercules brand name, which is now September 2004 of 0.7 cents per ordinary share, bringing the available in single-user version for distribution outside the total gross dividend to 3.7 cents per ordinary share for FY2004. PRC. The network version will be available in FY2005. I would like to thank my fellow directors, management team Currently, the company is developing anti-virus software for and all employees for their hard work and commitment to mobile phone users and online game operators, which will the company, as well as suppliers and business associates be ready in FY2005 to cater to a wider market base. for their invaluable support.

06 07 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Profile of Key Management - FY2004 Mr Chia Kang Whye General Manager of CBD evision Pte Ltd He is responsible for the day-to-day management of the electronic signage business, which includes the marketing of electronic signage products and overseeing turnkey projects for the supply and installation of electronic signage. He also oversees the CBD evision group of companies. He joined CBD evision in 1986 and has more than 18 years of experience in Ms Lim Kim Huay Operations Manager She is responsible for the day-to-day operations of the Challenger Superstore at Funan The IT Mall and also assists in merchandising. She joined the company in 1985 and has more than 19 years of experience in the IT industry. She holds a diploma in retail management from the Singapore Retailers Association. the electronic signage business. Ms Chua Leh Suan Administration Director She is responsible for the day-to-day operations of the accounts and human resource department for the Singapore group of companies where she handles group accounts and human resource matters. She is also in charge of the management information system (MIS) department of the Singapore group companies. She joined the company in 1984 and has more than 20 years of experience in the IT industry. Ms Ding Tsui Eng Finance Manager She joined the group in April 2003 as finance manager and has been the overall in-charge of matters relating to accounting, financial and funding requirements of the group, ad hoc investment project evaluations, compliance and reporting requirements of Singapore stock exchange requirements. She is a fellow member of the Association of Chartered Certified Accountants (United Kingdom) and a certified public accountant with the Institute of Certified Public Accountants of Singapore.

Corporate Information BOARD OF DIRECTORS Loo Leong Thye Chief Executive Ong Sock Hwee Executive Director Ng Leong Hai Non-Executive Director Ng Kian Teck Alternate Director to Ng Leong Hai Ho Boon Chuan Wilson Independent Director Choo Swee Cher Independent Director AUDIT COMMITTEE Ho Boon Chuan Wilson (Chairman) Choo Swee Cher Ng Leong Hai NOMINATING COMMITTEE Choo Swee Cher (Chairman) Ho Boon Chuan Wilson Ng Leong Hai REMUNERATION COMMITTEE Choo Swee Cher (Chairman) Ho Boon Chuan Wilson Ng Leong Hai REGISTERED OFFICE 109 North Bridge Road #06-00 Funan The IT Mall Singapore 179097 Tel: (65) 6336 7747 Fax: (65) 6337 2588 Email: corp-affair@challenger.com.sg SHARE REGISTRAR AND SHARE TRANSFER OFFICE Lim Associates (Pte) Ltd 10 Collyer Quay #19-08 Ocean Building Singapore 049315 AUDITORS COMPANY SECRETARY Wee Woon Hong, LLB (Hons) Chio Lim & Associates Certified Public Accountants (a member of Horwath International) 18 Cross Street #08-01 Marsh & McLennan Centre Singapore 048423 Partner In-charge: Lim Lee Meng (since financial year ended 31 December 2003) PRINCIPAL BANKER United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624

08 09 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Financial Highlights For The Year Ended 31 December 2004 FY2004 FY2003 FY2002 FY2001 FY2000 $'000 $'000 $'000 $'000 $'000 Revenue 75,478 67,265 59,058 56,095 61,323 Profit/(Loss) Before Tax 3,715 4,024 2,190 1,610 (4,011) Profit/(Loss) After Tax 2,798 3,169 1,839 1,225 (3,993) Earnings/(Loss) Per Share (cents) 1.88 2.61 1.51 1.01 (3.29) Shareholders' Funds 14,573 6,129 4,649 9,368 9,982 Net Tangible Assets Per Share (cents) 9.48 5.01 3.83 7.71 8.22 Key Financial Ratios Net Profit Margin (%) 4% 5% 3% 2% -7% Inventory Turnover (days) 36 40 37 39 27 Trade Receivable Turnover (days) 10 10 14 10 18 Return on Equity (%) 19% 52% 40% 13% -40% Quick Ratio (times) 1.93 0.87 0.79 1.51 1.80 Current Ratio (times) 2.69 1.73 1.45 2.20 2.45

Operations Review - FY2004 31.12.2004 31.12.2003 Inc/(Dec) $'000 $'000 $'000 % Revenue 75,478 67,265 8,213 12% Revenue increased by 12% mainly due to: (1) small format outlets (i.e. Matrix), which were established in second half FY2003, being fully operational in FY2004; (2) Itechcare (established in March 2003) being fully operational in FY2004; (3) higher revenue achieved at the four IT shows in FY2004; and (4) acquisition of a new subsidiary, OA Supplies in April 2004. Other operating income 303 95 208 219% Increase mainly due to interest income from fixed deposits. Changes in inventories (421) 1,171 (1,592) n.m. Cost of goods purchased (60,326) (55,226) 5,100 9% Other consumables used (229) (111) 118 106% Staff costs (4,891) (3,998) 893 22% Increase in cost of goods purchased of 9% was in line with higher revenue and was attributable to: (1) higher purchase of inventories in line with increased small format outlets and IT shows; and (2) new acquisition of OA Supplies in FY2004. Increase in other consumable used by 106% was in line with higher volume of trading and purchase transactions. Staff costs increased by 22% mainly due to higher number of staff recruited to cater for expansion of small format outlets and higher commission paid in line with achievement of higher revenue. Depreciation expense (526) (470) 56 12% Other operating expenses (5,231) (4,774) 457 10% Other operating expenses increased by 10% mainly due to: (1) increase in rental expense in line with full year operations of small format outlets and increase in rental rates for superstores; and (2) increase in travelling expenses for overseas expansion programme. Other (charges) / credits (407) 75 (482) n.m. Profit from operations 3,750 4,027 (277) -7% Finance costs (39) (3) 36 n.m. Finance costs increased mainly due to higher interest expense incurred by OA Supplies on short-term borrowings. Profit before share of profit 3,711 4,024 (313) -8% of associate Share of profit of associate 4-4 n.m. Increase due to share of profit in investment in associated company in People s Republic of China, Beijing. Profit before income tax 3,715 4,024 (309) -8% Income tax expense (917) (855) 62 7% Income tax increased by 7% mainly due to underprovision of income tax in prior years and higher income tax provision for FY2004. Net profit for the year 2,798 3,169 (371) -12% Minority interest 76-76 n.m. Net profit attributable 2,874 3,169 (295) -9% to shareholders

10 11 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Operations Review - FY2004 31.12.2004 31.12.2003 Inc/(Dec) $'000 $'000 $'000 Non-Current Assets Plant and equipment 1,208 1,139 69 Investments in subsidiaries - - - Investment in associate 313-313 Other assets 22 39 (17) 1,543 1,178 Current Assets Cash and cash equivalents 12,737 3,519 9,218 Trade receivables 2,011 1,764 247 Other receivables and 435 809 (374) prepayments Increase due to new investment in Challenger Infortech (Beijing), in the People s Republic of China. Increase mainly due to proceeds from the issue of new shares to public from the Company's IPO on 14 January 2004. Increase mainly due to trade receivables from a new subsidiary in the Group. Decrease mainly due to partial prepayments of IPO expenses in FY2003. Inventories 5,976 6,063 (87) 21,159 12,155 Total Assets 22,702 13,333 Current Liabilities Short-term borrowings 852-852 Increase in short-term borrowings drawn down by a subsidiary, OA Supplies for working capital purposes. Trade payables and 5,713 5,651 62 accrued liabilities Other payables 318 518 (200) Deferred franchise fee income 13 14 (1) Income tax payable 963 854 109 Current portion of finance leases 16 3 13 7,875 7,040 Non-Current Liabilities Finance leases 92-92 Deferred taxation 127 164 (37) 219 164 Capital and Reserves Share capital 6,140 4,860 1,280 Share premium 5,155-5,155 Increased in line with the issuance of 32 million new ordinary shares at par value $0.04 per share to public from the Company's IPO on 14 January 2004. Share premium arose from the issuance of 32 million new ordinary shares at IPO price $0.23 per share and net of IPO expenses. Accumulated profits 3,283 1,269 2,014 Translation reserve (5) - (5) Total equity 14,573 6,129 Minority ineterests 35-35 14,608 6,129 Total liabilities and equity 22,702 13,333

12 13 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Corporate Governance 1. THE BOARD S CONDUCT OF ITS AFFAIRS (cont d) To ensure new Directors have an insight to the workings of the Group, management or such other appropriate persons will brief these newly appointed members to the Board on the Group s business operations and corporate governance practices. From time to time, the Directors will be informed of developments relevant to the Group, including changes in laws, regulations and risks that may impact the Group. The Directors will be sent to certain external seminars to obtain the latest updates in business and regulatory changes from time to time. 2. BOARD COMPOSITION AND BALANCE The Board has 5 Directors, comprising 2 Executive Directors, 1 Non-Executive Director and 2 Independent Directors. This composition complies with the Code s requirement that at least one-third of the Board should be made up of Independent Directors. The independence of each director is reviewed annually by the NC. The NC is of the view that the current Board has an independent element ensuring objectivity in the exercise of judgment on corporate affairs independently from the management. The NC is also of the view that no individual or small group of individuals dominates the Board s decision making process. The Board is of the opinion that its current board size of 5 Directors is appropriate, taking into account the nature and scope of the Group s operations. The Board composition reflects the broad range of experience, skills and knowledge necessary for the effective stewardship of the Group. The Board comprises business persons and professionals with industry and financial backgrounds and its composition enables the management to benefit from a diverse and objective external perspective on issues raised before the Board. The profile of the Directors are set out on page 6 of this Annual Report. 3. ROLE OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER Mr Loo Leong Thye, is the Chief Executive Officer ( CEO ) of the Group. His responsibilities pertaining to the workings of the Board and his executive responsibilities pertaining to the Group s business are kept distinct, increasing the accountability and greater capacity of the Board for independent decision making. The chairman shall: (i) in consultation with the management, schedule meetings that enable the Board to perform its duties responsibly while not interfering with the flow of the company s operations; (ii) prepare meeting agenda in consultation with the management; (iii) in consultation with the management, exercise control over quality, quantity and timeliness of the flow of information between the management and the Board; and (iv) assist in ensuring compliance with company s guidelines on corporate governance. However, the Company has not created a separate Chairman position as the Directors are of the view that the current Board composition is appropriate and effective for the purposes for which the Board s roles and responsibilities are set up. The Directors are satisfied that the establishment of the three committees, namely AC, NC and RC would be sufficient to provide the necessary increased accountability and independence for decision-making. 4. BOARD MEMBERSHIP The NC comprises three members, two of whom are Independent Directors. Chairman: Choo Swee Cher (Independent Director) Members: Ho Boon Chuan Wilson (Independent Director) Ng Leong Hai (Non-Executive Director) The NC meets at least twice a year to discuss issues relating to Board appointments.

Corporate Governance 4. BOARD MEMBERSHIP (cont d) The functions of the NC include the following: i. recommendations to the Board on all Board appointments or re-appointments; ii. iii. iv. assessment of the effectiveness of the Board as a whole and the contributions of each Director to the effectiveness of the Board; determination of the independence of the members of the Board; and determination of 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. Board appointments are made by way of a Board resolution after the NC has recommended such appointment to the Board, reviewed his or her resume and conducted appropriate interviews. Pursuant to the Articles of Association of the Company, each Director is required to retire at least once every three years by rotation and all newly appointed Directors would have to retire at the next Annual General Meeting following their appointment. The retiring Directors are eligible to offer themselves for re-election. The dates of initial appointment and re-election of the Directors are set out below: Director Position Date of Initial Appointment Date of Last Re-election Loo Leong Thye Chief Executive Officer 14 January 1984 21 April 2004 Ong Sock Hwee Executive Director 28 December 1994 30 June 2003 Ng Leong Hai Non-Executive Director 15 July 2003 21 April 2004 Ho Boon Chuan Wilson Independent Director 17 November 2003 21 April 2004 Choo Swee Cher Independent Director 17 November 2003 21 April 2004 The NC in determining whether to recommend a Director for re-appointment will have regard to such Director s performance and contribution to the Group and whether such Director has adequately carried out his or her duties as a Director. The NC has nominated Ong Sock Hwee and Ng Leong Hai, who will be retiring as directors at the forthcoming Annual General Meeting, to the Board for their re-election as directors at the forthcoming Annual General Meeting. 5. BOARD PERFORMANCE The Board s performance is ultimately reflected in the performance of the Group. The members of the Board shall, at all times, act honestly and use reasonable diligence and care in the discharge of the duties of their office. They have to carry their duties in the best interests of the Company and its shareholders. Board members must attend at least 75% of all Board Meetings. The NC in considering the re-appointment of a Director evaluates such Director s contribution and performance, such as his or her attendance at meetings of the Board or Board committees, where applicable, participation, candour and any other special contributions. The NC is tasked with the assessment of the Board s performance and is in the process of adopting performance criteria which will take into consideration quantitative and qualitative criteria such as the success of the strategic and long term objectives set by the Board. 6. ACCESS TO INFORMATION The members of the Board in their individual capacities have complete access to information on a timely basis in the form and quality necessary for the discharge of their duties and responsibilities. Prior to each Board meeting, the members of the Board are each provided with the relevant documents and information to enable them to obtain a comprehensive understanding of the issues to be deliberated upon to enable them to arrive at an informed decision. Management will update the Independent Directors on a regular basis on the Group s operations and performance.

14 15 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Corporate Governance 6. ACCESS TO INFORMATION (cont d) The Directors have direct access to management and the advice and services of the Company Secretary, who attends all Board meetings and is responsible for ensuring that Board meeting procedures are followed and that applicable rules, acts and regulations are complied with. The Board (whether individually or as a Group), has direct access to the independent professional advisors to obtain advice. Any cost of obtaining such professional advice will be borne by the Company. 7. REMUNERATION MATTERS The RC comprises of 3 Directors, a majority of whom are Independent Directors. Chairman: Choo Swee Cher (Independent Director) Members: Ho Boon Chuan Wilson (Independent Director) Ng Leong Hai (Non-Executive Director) The RC meets at least twice a year to discuss matters relating to remuneration of the Board and key management personnel. The main terms of reference of the RC are as follows: i. recommendation to the Board of a framework of remuneration for the Board and key management personnel, which covers all aspects of remuneration, including but not limited to Directors fees, salaries, allowances, bonuses and benefits in kind; ii. recommend to the Board the remuneration of non-executive Directors (which should be appropriate to the level of contribution and the responsibilities of the Directors); iii. determine specific remuneration packages for each Executive Director; and iv. determine targets for any performance-related pay schemes operated by the Company. The recommendations of the RC should be submitted to the Board for endorsement. The RC has access to expert professional advice on human resource matters whenever there is a need to consult externally. In its deliberations, the RC will take into consideration industry practices and norms in compensation in addition to the Company s performance relative to the industry and the performance of the individual Directors. No individual Director should be involved in deciding his or her own remuneration. 8. LEVEL AND MIX OF REMUNERATION The remuneration, including an incentive bonus, of the Executive Directors, Mr Loo Leong Thye and Madam Ong Sock Hwee are based on service agreements made on 15 September 2003 as disclosed to shareholders in the Company s Prospectus dated 5 January 2004. The service agreements are for an initial period of three years commencing on 1 October 2003 and thereafter shall be automatically renewed for successive periods of two years each on such terms and conditions as the parties may agree. Either party may terminate the service agreement by giving 3 months written notice or payment in lieu of notice. Both Mr Loo Leong Thye and Mdm Ong Sock Hwee are spousal to each other. The Independent Directors are each paid a director s fee for their efforts and time spent, responsibilities and contribution to the Board, subject to approval by the shareholders at the Annual General Meeting. Future service contracts to be entered into by the Company with Directors shall have a fixed appointment period and shall not be excessively long or contain onerous removal clauses. The RC will consider what compensation the Directors contracts of service would entail in the event of early termination and will aim to be fair and avoid rewarding poor performance. The RC will also consider whether Directors should be eligible for benefits under long-term incentive schemes, such as share option scheme. Currently, the Executive Directors do not have long-term incentive schemes because they are also the major shareholders of the Company and their interests are aligned with the interests of the Company.

Corporate Governance 9. DISCLOSURE ON REMUNERATION Remuneration is fixed in accordance with the experience of the person in question, the role performed, market comparison, the contribution of the individual and/or the performance of the Company. Breakdown of remuneration of each Director by % (financial year 31 December 2004). Remuneration Band Variable or Performance & Name of Directors Fixed Salary Directors Fees Related Income/Bonus Total Below $250,000 Loo Leong Thye 92% - 8%* 100% Ong Sock Hwee 92% - 8%* 100% Ng Leong Hai - - - - Ng Kian Teck 77% - 23% 100% Ho Boon Chuan Wilson - 100% - 100% Choo Swee Cher - 100% - 100% * In view of the lower recorded Group profit in FY2004 as compared to FY2003, both Mr Loo Leong Thye and Mdm Ong Sock Hwee have waived their incentive bonus entitlement as per their respective service agreements dated 15 September 2003. The Company has no share option plans. Accordingly, no share option has been granted to the above Directors. Breakdown of remuneration of each Key Executive (who are not Directors) by % (financial year 31 December 2004). Remuneration Band & Name of Key Executives Fixed Salary Variable or Performance Related Income/Bonus Total Below $250,000 Chia Kang Whye 89% 11% 100% Chua Leh Suan 77% 23% 100% Lim Kim Huay 70% 30% 100% Ding Tsui Eng 86% 14% 100% The Company has no share option plans. Accordingly, no share options have been granted to the above Key Executives. No employee of the Company or its subsidiaries is an immediate family member of any Director or the CEO and whose remuneration has exceeded $150,000 during the financial year ended 31 December 2004. Immediate family member means the spouse, child, adopted child, stepchild, brother, sister and parent. 10. ACCOUNTABILITY The Company recognises that the Board should provide shareholders with a balanced and understandable assessment of the Group s performance, position and prospects on a regular basis and adopts the practice of communicating major developments in its business operations to the SGX-ST, its shareholders and its employees. Management provides the Directors with balanced and understandable management accounts of the Group on a quarterly basis. The halfyear and full-year accounts will be provided to Directors prior to Board meetings. The Directors also have separate and independent access to all levels of key personnel in the Group.

16 17 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Corporate Governance 11. AUDIT COMMITTEE The AC comprises three non-executive Directors, two of whom are independent. Chairman: Ho Boon Chuan Wilson (Independent Directors) Members: Choo Swee Cher (Independent Director) Ng Leong Hai (Non-Executive Director) The members of the AC have the relevant experience in the areas of business, accounting and finance, and are appropriately qualified to discharge their responsibilities. The detailed profile of the members of the AC are set out in the Profile of Board of Directors section on page 6 in this Annual Report. The main terms of reference of the AC are as follows: i. review the audit plans, the system of internal accounting controls, the audit report, the management letter and the management s response in conjunction with the external auditors; ii. review the assistance given by the Company s officers to the external auditors; iii. ensure that the internal audit function is adequate and has appropriate standing within the Company, (such adequacy of the internal audit function to be reviewed at least annually) and review the scope and results of the internal audit procedures; iv. ensure a review of the effectiveness of the Company s material internal controls, including financial, operational and compliance controls, and risk management, is conducted at least annually by the external auditors; v. review and discuss with the external auditors if necessary any suspected fraud or irregularity or suspected failure of internal controls, which may have a material impact on the Group s operating results; vi. review the scope and results of the external audit and its cost effectiveness, as well as the independence and objectivity of the external auditors annually; vii. consider the appointment or re-appointment of the external auditors; viii. review the financial statements of the Company, including the half-year and full-year results and the respective announcements before the submission to the Board of Directors; ix. approve internal control procedures and arrangements for all interested person transactions; and x. give due consideration to the requirements of the Stock Exchange Listing Rules. The AC has direct access to and enjoys the full co-operation of the Company s management. It has full discretion to invite any Director or executive officer to attend its meetings and has been given reasonable resources to enable it to discharge its functions. The AC is to meet at least twice a year to review the announcements of the half-year and full-year results before being approved by the Board for release to the SGX-ST. The AC also meets with the external auditors and reviews the scope and results of the external audit. The AC may meet the external auditors at any time, without the presence of the Company s management. The aggregate amount of non-audit fees paid to the external auditors for the financial period review was approximately $7,000 in FY2004. The AC having reviewed all non-audit services to the Group by the external auditors is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors. The AC has recommended to the Board the nomination of Chio Lim & Associates, for re-appointment as auditors of the Company at the forthcoming Annual General Meeting. 12. INTERNAL CONTROLS The Group s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliability of the financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify major business risks and evaluate potential financial effects, as well as for the authorisation of capital expenditure and investments. Comprehensive budgeting systems are in place to develop annual budgets covering key aspects of the business. Actual performance is compared against budgets and revised forecasts for the year are prepared on a regular basis. The Board believes that the system of internal controls and risk management maintained by the Group is adequate to safeguard shareholders investments and the Group s assets.

Corporate Governance 13. INTERNAL AUDIT The Board recognises that it is responsible for maintaining a system of internal control processes to safeguard shareholders investments and the Group s business and assets. The effectiveness of the internal financial control systems and procedures are monitored by the management and the internal audit function is out-sourced to a qualified CPA firm. The internal auditors report primarily to the Chairman of the Audit Committee. The internal auditor plans its internal audit schedules in consultation with, but independent of the management. The audit plan is submitted to the Audit Committee for approval prior to the commencement of the audit. The Audit Committee reviews the activities of the internal auditors on a regular basis, including overseeing and monitoring of the implementation of improvements required on internal control weakness identified. 14. COMMUNICATIONS WITH SHAREHOLDERS The Board is mindful of its obligations to provide timely disclosure of material information to shareholders and does so through: i. annual reports issued to all shareholders. Non-shareholders may access the SGX-ST s website for a soft copy of the annual report; ii. announcement of half-year and full-year results on the SGXNET; iii. other SGXNET announcements; iv. press releases on major developments of the Company; and v. company s website through which shareholders can access information on the Company. The Board regards the Annual General Meeting as an opportunity to communicate directly with shareholders and encourages greater shareholder participation. The CEO and the other Directors attend the Annual General Meeting and are available to answer questions from shareholders at the Annual General Meeting. 15. CODE ON SECURITIES TRANSACTIONS BY OFFICERS In compliance with the Best Practices Guide, Directors and employees of the Company have been advised not to deal in the Company s shares on short term considerations or when they are in the possession of unpublished price-sensitive information. Dealings in the Company s shares during the period commencing one month before any announcement of the Company s financial statements and ending on the date of announcements of the results is prohibited. 16. INTERESTED PERSON TRANSACTIONS ( IPT ) The Company has established internal control policies to ensure that transactions with interested persons are properly reviewed and approved, and are conducted at arm s length basis. For the period under review, the Group carried out an interested person transaction with Columbia Computer Products, Inc ( Columbia ) involving the sales of IT products to the Group. Mr Ng Leong Hai is the director of Columbia as well as the Company, and hence an interested person. The total value of all transactions with Columbia for the financial year ended 31 December 2004 was approximately $805,000.

18 19 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Report Of The Directors The directors of the company are pleased to present their report together with the audited financial statements of the company and of the group for the financial year ended 31 December 2004. 1. DIRECTORS AT DATE OF REPORT The directors of the company in office at the date of this report are: Loo Leong Thye Ong Sock Hwee Ng Leong Hai Ng Kian Teck Ho Boon Chuan Wilson Choo Swee Cher (Chief Executive) (Executive Director) (Non-Executive Director) (a) (b) (c) (Alternate Director to Ng Leong Hai) (Independent Director) (a) (b) (c) (Independent Director) (a) (b) (c) (a) (b) (c) Members of Audit Committee Members of Remuneration Committee Members of Nominating Committee 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. 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 of the company and related corporations as recorded in the register of directors' shareholdings kept by the company under section 164 of the Companies Act, Cap. 50 except as follows : Name of directors and companies in which interests are held At beginning of year At end of year Challenger Technologies Limited Ordinary shares Ordinary shares (the company) of $0.04 each of $0.04 each Loo Leong Thye 64,175,000 65,693,000 Ong Sock Hwee 13,825,000 14,019,000 Ng Leong Hai 37,750,000 37,830,000 Ng Kian Teck 200,000 200,000 Ho Boon Chuan Wilson 100,000 100,000 Choo Swee Cher 100,000 100,000 By virtue of section 7 of the Companies Act, Cap. 50, Mr Loo Leong Thye and Mr Ng Leong Hai with the above shareholdings in the company are deemed to have an interest in all the related corporations of the company. The directors interests as at 21 January 2005 were the same as those at the end of the year.

Report of the Directors 4. CONTRACTUAL BENEFITS OF DIRECTORS Since the beginning of the financial year, no director of the company has received or become entitled to receive a benefit which is required to be disclosed under section 201(8) of the Companies Act, Cap. 50 by reason of a contract made by the company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. There were certain transactions (shown in the financial statements) with corporations in which certain directors have an interest. 5. OPTIONS TO TAKE UP UNISSUED SHARES During the financial year, no option to take up unissued shares of the company or any corporation in the group was granted. 6. OPTIONS EXERCISED During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the exercise of an option to take up unissued shares. 7. UNISSUED SHARES UNDER OPTION At the end of the financial year, there were no unissued shares of the company or any corporation in the group under option. 8. AUDIT COMMITTEE The members of the audit committee at the date of this report are as follows: Ho Boon Chuan Wilson Choo Swee Cher Ng Leong Hai Chairman of audit committee and Independent Director Independent Director Non-Executive Director The audit committee was established after the company became a listed company on 14 January 2004. The audit committee performs the functions specified by section 201B (5) of the Companies Act, Cap. 50. Among others, it performed the following functions: reviewed with the external auditors the external audit plan; reviewed with the external auditors their evaluation of the company s internal accounting controls and their audit report; reviewed the adequacy of the assistance provided by the company s officers to the external auditor; reviewed with the internal auditors the scope and results of the internal audit procedures; reviewed the financial statements of the group and the company prior to their submission to the directors of the company for adoption; and reviewed the interested party transactions (as defined in Chapter 9 of the Listing Manual of the SGX). The audit committee has recommended to the board of directors that the auditors, Chio Lim & Associates, be nominated for re-appointment as auditors at the next annual general meeting of the company. Other functions performed by the audit committee are described in the report on corporate governance included in the annual report.

20 21 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Report of the Directors 9. SUBSEQUENT DEVELOPMENTS There are no significant developments subsequent to the release of the group s and the company s preliminary financial statements, as announced on 22 February 2005, which would materially affect the group s and the company s operating and financial performance as of the date of this report. 10. AUDITORS The auditors, Chio Lim & Associates, have expressed their willingness to accept re-appointment. ON BEHALF OF THE DIRECTORS Loo Leong Thye Chief Executive Ong Sock Hwee Executive Director 28 February 2005

Statement Of Directors In the opinion of the directors, the accompanying financial statements 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 2004 and changes in equity of the company and of the group, and of the results and cash flows of the group for the financial year then ended and at the date of this statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due. ON BEHALF OF THE DIRECTORS Loo Leong Thye Chief Executive Ong Sock Hwee Executive Director 28 February 2005

22 23 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Auditors Report AUDITORS REPORT TO THE MEMBERS OF CHALLENGER TECHNOLOGIES LIMITED We have audited the accompanying financial statements of Challenger Technologies Limited for the year ended 31 December 2004. These financial statements are the responsibility of the company s directors. 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, a) 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 Companies Act, Cap. 50 (the Act ) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group and of the company as at 31 December 2004 and the results, changes in equity and cash flows of the group and the changes in equity of the company for the year ended on that date; and b) the accounting and other records required by the Act to be kept by the company and by the subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. Chio Lim & Associates Certified Public Accountants Singapore 28 February 2005 Partner in charge : Lim Lee Meng Effective from year ended 31 December 2003

Balance Sheets As at 31 December 2004 Group Company Notes 2004 2003 2004 2003 $'000 $'000 $'000 $'000 ASSETS Current assets Cash and cash equivalents 5 12,737 3,519 12,269 3,381 Trade receivables 6 2,011 1,764 1,697 2,341 Other receivables and prepayments 7 435 809 294 893 Inventories 8 5,976 6,063 5,270 5,097 Total current assets 21,159 12,155 19,530 11,712 Non-current assets Investment in associate 9 313 311 Investments in subsidiaries 10 865 832 Plant and equipment 11 1,208 1,139 794 902 Other assets 12 22 39 Goodwill 13 Total non-current assets 1,543 1,178 1,970 1,734 Total assets 22,702 13,333 21,500 13,446 LIABILITIES AND EQUITY Current liabilities Short-term borrowings 14 852 Trade payables and accrued liabilities 15 5,713 5,651 4,910 5,597 Other payables 16 331 532 270 723 Income tax payable 963 854 954 836 Current portion of finance leases 17 16 3 Total current liabilities 7,875 7,040 6,134 7,156 Non-current liabilities Deferred tax 26 127 164 124 161 Finance leases 17 92 Total non-current liabilities 219 164 124 161 Minority interest 35 Capital and reserves Issued capital 18 6,140 4,860 6,140 4,860 Reserves 8,433 1,269 9,102 1,269 Total equity 14,573 6,129 15,242 6,129 Total liabilities and equity 22,702 13,333 21,500 13,446 See accompanying notes to financial statements.

24 25 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Consolidated Income Statement Year ended 31 December 2004 Group Notes 2004 2003 $'000 $'000 Revenue 19 75,478 67,265 Other operating income 20 303 95 Changes in inventories (421) 1,171 Cost of goods purchased (60,326) (55,226) Other consumables used (229) (111) Staff costs 21 (4,891) (3,998) Depreciation expense (526) (470) Other operating expenses (5,231) (4,774) Other (charges)/credits 23 (407) 75 Profit from operations 3,750 4,027 Finance costs 24 (39) (3) Share of profit of associate 4 Profit before income tax 25 3,715 4,024 Income tax expense 26 (917) (855) Profit after income tax 2,798 3,169 Attributable to: Equity holders of the company 2,874 3,169 Minority interest (76) 2,798 3,169 Earnings per share for profit attributable to the equity holders of the company during the year 27 (expressed in cents per share of $0.04 each) Basic 1.88 2.61 Diluted 1.88 2.61 See accompanying notes to financial statements.

Statements Of Changes In Equity Year ended 31 December 2004 Issued Share Translation Accumulated Capital Premium Reserve Profit Total $'000 $'000 $'000 $'000 $'000 Group Balance at 31 December 2002 3,750 909 4,659 Issue of share capital 1,110 (1,110) Dividends paid (Note 28) (1,699) (1,699) Net profit for the year 3,169 3,169 Balance at 31 December 2003 4,860 1,269 6,129 Issue of share capital (Note 18) 1,280 6,080 7,360 Share issue expenses (b) (925) ( 925) Dividends paid (Note 28) (860) ( 860) Foreign currency translation differences (b) (5) (5) Net profit for the year 2,874 2,874 Balance at 31 December 2004 6,140 5,155 (5) 3,283 14,573 (a) (a) Company Balance at 31 December 2002 3,750 909 4,659 Issue of share capital 1,110 (1,110) Dividends paid (Note 28) (1,699) (1,699) Net profit for the year 3,169 3,169 Balance at 31 December 2003 4,860 1,269 6,129 Issue of share capital (Note 18) 1,280 6,080 7,360 Share issue expenses (b) (925) (925) Dividends paid (Note 28) (860) (860) Net profit for the year 3,538 3,538 Balance at 31 December 2004 6,140 5,155 3,947 15,242 (a) (a) Unrealised and not available for distribution as cash dividends. (b) Recognised directly in equity. See accompanying notes to financial statements.

26 27 CHALLENGER TECHNOLOGIES LIMITED ANNUAL REPORT 2004 Consolidated Cash Flow Statement Year ended 31 December 2004 2004 2003 $'000 $'000 Cash flows from operating activities : Profit before income tax 3,715 4,024 Adjustments for : Depreciation expense 526 470 Amortisation of goodwill on consolidation 15 Amortisation of master franchise fee 17 11 Impairment loss of goodwill on consolidation 388 Loss/(gain) on disposal of plant and equipment 33 (10) Gain on disposal of other investments (9) Share of profit of associate (4) Interest income (247) (45) Interest expense 39 3 Operating profit before working capital changes 4,482 4,444 Trade receivables 639 479 Other receivables and prepayments 398 (344) Inventories 400 (1,111) Trade payables and accrued liabilities (1,329) (92) Other payables (201) 119 Cash generated from operations 4,389 3,495 Interest received 247 45 Interest paid (39) (3) Income tax paid (843) (493) Net cash from operating activities 3,754 3,044 Cash flows from investing activities : Acquisition of subsidiary net of cash acquired (Note 29) 59 Increase in investment in associate (311) Payment of other assets (50) Disposal of other investments 409 Disposal of plant and equipment 30 38 Purchase of plant and equipment (Note 5) (427) (613) Net cash used in investing activities ( 649) ( 216) Cash flows from financing activities : Proceeds from issuing shares 7,360 Share issue expenses (925) Increase in short-term borrowings 478 Repayment in finance leases (Note 5 and 29) (46) (2) Dividends paid (860) (1,699) Increase in minority interest 112 Net cash from/(used in) financing activities 6,119 (1,701) Net effect of exchange rate changes in consolidating foreign subsidiaries (6) Net increase in cash 9,218 1,127 Cash at beginning of year 3,519 2,392 Cash at end of year (Note 2 and 5) 12,737 3,519 See accompanying notes to financial statements.

Notes To Financial Statements 31 December 2004 1. GENERAL The company is incorporated in Singapore. The financial statements are presented in Singapore dollars. They are drawn up in accordance with the provisions of the Companies Act, Cap. 50 and the Singapore Financial Reporting Standards. The financial statements were approved and authorised for issue by the board of directors on 28 February 2005. The principal activities of the company are to provide IT products and services through the sale of IT and related products. It is listed on the Stock Exchange of Singapore Dealing and Automated Quotation System ("SESDAQ"). The principal activities of the subsidiaries are disclosed in Note 10 to the financial statements. The registered office address of the company is 109 North Bridge Road, #06-00 Funan The IT Mall, Singapore 179097. The company domiciled in Singapore. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING CONVENTION The financial statements are prepared in accordance with the historical cost convention. BASIS OF PRESENTATION The consolidation accounting method is used for the consolidated financial statements which include the financial statements made up to 31 December each year of the company and of those companies in which it holds, directly or indirectly through subsidiaries, over 50 percent of the shares and voting rights. The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany balances and transactions have been eliminated on consolidation. The equity accounting method is used for associates in the group financial statements. The results of the investees acquired or disposed of during the financial year are consolidated from the respective dates of acquisition or up to the dates of disposal. On disposal the attributable amount of unamortised goodwill is included in the determination of the gain or loss on disposal. REVENUE RECOGNITION Revenue from sale of goods is recognised when significant risks and rewards of ownership are transferred to the buyer and the amount of revenue and the costs of the transaction (including future costs) can be measured reliably. Revenue from rendering of services that are of short duration is recognised when the services are completed. Franchise fee income is recognised on a straight-line basis over the period of the franchise agreement. Interest revenue is recognised on a time-proportion basis using the effective interest rate. Dividend revenue is recognised when the shareholder's right to receive the dividend is legally established. Revenue is measured at the fair value of the consideration received or receivable, taking into account the amount of any trade discounts and volume rebates allowed by the entity. INVENTORIES Inventories are measured at the lower of cost (first-in first-out method) and net realisable value. GOODWILL Goodwill or negative goodwill arising on acquisition is based on the purchase method. Goodwill arising on consolidation represents the excess of cost of acquisition over the acquirer's interest in the fair value of the identifiable assets and liabilities of the subsidiary or associate acquired as at the date of acquisition. Goodwill is carried at cost less any accumulated amortisation and any accumulated impairment losses. It is amortised on the straight-line method over its useful life to reflect the best estimate of the period during which future economic benefits are expected to flow to the acquirer. The group will adopt FRS 103 Business Combination with effect from 1 January 2005. FRS prohibits the amortisation of goodwill acquired in a business combination and instead requires the goodwill to be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, in accordance with FRS 36 Impairment of Assets. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. MINORITY INTERESTS Minority interests are stated at the appropriate proportion of the post-acquisition values of the identifiable assets and liabilities of the subsidiaries. SUBSIDIARIES In the company's own financial statements, the investments in subsidiaries are carried at cost less any provision for impairment in value. The book values of the subsidiaries are not necessarily indicative of the amounts that would be realised in a current market exchange.