Second Quarter Unaudited Financial Statements for the Period Ended 30 June 2012 `

Transcription

1 (Company Registration No : D) Second Quarter Unaudited Financial Statements for the Period Ended 30 June 2012 ` 1(a) (i) The following statements in the form presented in the group s most recently audited annual financial statements:- An income statement and statement of comprehensive income for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year:- Income Statement (in Singapore Dollars) Group 2nd Quarter ended 1st Half Year ended 30/06/ /06/ / (-) 30/06/ /06/ / (-) S$'000 S$'000 % S$'000 S$'000 % Revenue 244, ,033 (1) 484, ,916 3 Costs and expenses Costs of materials 131, ,677 (4) 257, ,681 0 Staff costs 56,396 52, , , Amortisation and depreciation 9,002 8, ,165 16,837 8 Repairs and maintenance 7,806 8,470 (8) 15,650 15,659 (0) Other operating expenses 25,464 25,728 (1) 49,996 27, Total costs and expenses 230, ,096 (1) 454, ,006 8 Profit from operating activities 13,912 13,937 (0) 30,254 50,910 (41) Finance costs (1,306) (1,783) (27) (2,673) (3,446) (22) Share of (losses)/profits of associates (12) 10 n.m. (21) 31 n.m. Profit before taxation 12,594 12, ,560 47,495 (42) Taxation - Current period (2,724) (3,698) (26) (5,841) (8,480) (31) - Over/(under)provision in prior periods - 17 n.m. (391) 12 n.m. (2,724) (3,681) (26) (6,232) (8,468) (26) Profit after taxation 9,870 8, ,328 39,027 (45) Attributable to: Owners of the parent 8,635 6, ,681 34,786 (46) Non-controlling interests 1,235 1,928 (36) 2,647 4,241 (38) 9,870 8, ,328 39,027 (45) n.m. = not meaningful Page 1 of 13

2 (i) Statement of Comprehensive Income Group 2nd Quarter ended 1st Half Year ended 30/06/ /06/ /06/ /06/2011 S$'000 S$'000 S$'000 S$'000 Profit after taxation 9,870 8,483 21,328 39,027 Other comprehensive income: - Currency translation arising on consolidation (3,754) 410 (5,311) (1,342) - Realisation of reserves upon disposal of an associate - (694) - (694) - Share of other comprehensive income of associates 30 (20) 21 (35) Other comprehensive income for the period, net of tax (3,724) (304) (5,290) (2,071) Total comprehensive income for the period 6,146 8,179 16,038 36,956 Total comprehensive income attributable to: Owners of the parent 5,389 6,695 13,832 33,221 Non-controlling interests 757 1,484 2,206 3,735 6,146 8,179 16,038 36,956 Notes to the Income Statement Please see section 8 for commentaries on the Income Statement. (ii) The following items, if significant, must be included in the income statement or in the notes to the income statement for current financial period reported on and the corresponding period of the immediately preceding financial year:- The Group s profit from operating activities is stated after (charging) / crediting: Group 2nd Quarter ended + / (-) 1st Half Year ended + / (-) 30/06/ /06/2011 % 30/06/ /06/2011 % S$'000 S$'000 S$'000 S$'000 Other income including interest income 2,514 2, ,381 3, Allowance for doubtful debts (charged)/ written back (245) (110) 123 (486) 21,329 n.m. Allowance for inventory obsolescence (charged)/written back (341) 5 n.m. (573) (237) 142 Foreign exchange loss (578) (1,402) (59) (775) (1,521) (49) Page 2 of 13

3 1(b)(i) A statement of financial position for the company and group, together with a comparative statement as at the end of the immediately preceding financial year:- Statement of Financial Position Group Company (in Singapore Dollars) 30/06/ /12/ /06/ /12/2011 S$'000 S$'000 S$'000 S$'000 Current assets Biological assets 72,057 62, Inventories 71,731 84, Trade receivables 79,469 84, Other receivables 21,211 13,896 44,390 40,668 Tax recoverable Short-term investments 5, ,536 - Cash and deposits 52,495 74,872 9,132 25,735 Assets classified as held for sale 1,659 1, , ,864 56,058 66,403 Non-current assets Property, plant & equipment 302, ,544 2,409 2,522 Investment properties 21,210 18, Subsidiaries ,718 98,718 Advances to subsidiaries , ,210 Associates 1,941 1, Advances to associates 3,485 3, Long-term investments 7,892 8,886 7,892 6,886 Intangibles 2,905 3,058 2,355 2,449 Deferred tax assets 17,450 17, , , , ,785 Total assets 661, , , ,188 Current liabilities Trade payables 73,143 87, Other payables 49,295 48,135 7,084 6,688 Short-term borrowings 61,109 71,524 4,983 7,863 Long-term loans and finance leases - current portion 5,569 2, Provision for taxation 3,979 4,057 1,380 1, , ,310 13,608 16,278 Non-current liabilities Other payables 14,943 14, Exchangeable bond 10,000 10,000 10,000 10,000 Pension liabilities 1,982 2, Long-term loans and finance leases 19,499 23, Deferred tax liabilities 11,505 11, ,929 62,523 10,450 10,450 Total liabilities 251, ,833 24,058 26,728 Net assets 410, , , ,460 Capital and reserves Share capital 230, , , ,156 Reserves 154, ,028 31,132 46,304 Equity attributable to owners of the parent 384, , , ,460 Non-controlling interests 26,194 23, Total equity 410, , , ,460 Please see section 8 for commentaries on the Group s Statement of Financial Position. Page 3 of 13

4 1(b)(ii) In relation to the aggregate amount of the group s borrowings and debt securities, the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year:- (a) Amount repayable within one year including those on demand As at 30/06/2012 As at 31/12/2011 Secured Unsecured Secured Unsecured $'000 $'000 $'000 $'000 19,026 47,652 24,516 49,562 (b) Amount repayable after one year As at 30/06/2012 As at 31/12/2011 Secured Unsecured Secured Unsecured $'000 $'000 $'000 $'000 19,499 10,000 23,080 9,500 (c) Details of any collaterals At the end of the financial period, property, plant & equipment and inventories with total net book values of $46,629,000 (as at 31/12/2011: $58,059,000) were pledged to secure certain credit facilities for the Group. Page 4 of 13

5 1(c) A statement of cash flows for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year:- Group 2nd Quarter ended Statement of Cash Flows 30/06/ /06/2011 (in Singapore Dollars) S$'000 S$'000 Cash flows from operating activities: Profit before taxation 12,594 12,164 Adjustments for: Amortisation and depreciation 9,002 8,868 Loss/(gain) on disposal of property, plant & equipment 12 (40) Share of losses/(profits) of associates 12 (10) Fair value changes on biological assets (1,074) (45) Allowance for doubtful debts charged Gain on disposal of an associate - (766) Interest expense 1,306 1,783 Dividend and interest income (391) (524) Exchange differences Operating profit before working capital changes 22,321 21,989 (Increase)/decrease in receivables (6,244) 8,350 Decrease/(increase) in inventories and biological assets 3,015 (1,904) Increase in payables 15,877 19,859 Cash from operations 34,969 48,294 Interest paid, net (875) (1,291) Income tax paid (3,681) (5,137) Net cash from operating activities 30,413 41,866 Cash flows from investing activities: Purchase of property, plant & equipment and investment properties (9,201) (16,247) Progress payment for purchase of property, plant & equipment (2,348) - Proceeds from disposal of property, plant & equipment Purchase of investments (1,015) (2,016) (Increase)/decrease in advances to associates (115) 71 Net cash inflow on disposal of an associate - 72 Dividends received from investments - 24 Net cash used in investing activities (12,580) (18,046) Cash flows from financing activities: Proceeds from issuance of share capital Dividends paid during the period (18,463) (3,199) Dividends paid to non-controlling interests (1,170) (3,730) Proceeds/(repayment) of long-term borrowings 1,266 (4,602) (Repayment of)/proceeds from short-term borrowings (11,154) 1,560 Net cash used in financing activities (29,283) (9,523) Net (decrease)/increase in cash and cash equivalents (11,450) 14,297 Cash and cash equivalents at beginning of period 64,413 65,413 Effect of exchange rate changes on cash and cash equivalents (468) (105) Cash and cash equivalents at end of period (Note A) 52,495 79,605 Page 5 of 13

6 1(c) Note A : Cash and cash equivalents For the purpose of the consolidated statement of cash flows, the consolidated cash and cash equivalents at the end of the financial period comprised of cash and deposits. 1(d)(i) A statement for the company and group showing all changes in equity, together with a comparative statement for the corresponding period of the immediately preceding financial year:- Statement of Changes in Equity (In Singapore Dollars) Foreign currency Non- Share Revaluation Capital Revenue translation controlling Total Group capital reserve reserve reserve reserve interests equity $'000 $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 April ,043 2,312 17, ,315 6,903 25, ,951 Total comprehensive income for the period Net profit for the period ,635-1,235 9,870 Other comprehensive income Currency translation arising on consolidation (3,276) (478) (3,754) Share of other comprehensive income of associates Other comprehensive income for the period, net of tax (3,246) (478) (3,724) Total comprehensive income for the period ,635 (3,246) 757 6,146 Transactions with owners in their capacity as owners Contributions by and distributions to owners Issuance of ordinary shares from exercise of options Issuance of ordinary shares in lieu of cash dividends 2, ,357 Dividends - Cash (18,463) - - (18,463) Dividends - Scrip (2,357) - - (2,357) Total transactions with owners in their capacity as owners 2, (20,820) - - (18,225) Balance at 30 June ,638 2,312 17, ,130 3,657 26, ,872 Page 6 of 13

7 1(d)(i) Foreign currency Non- Share Revaluation Capital Revenue translation controlling Total Group capital reserve reserve reserve reserve interests equity $'000 $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 April ,892 2,360 19, ,302 6,376 28, ,663 Total comprehensive income for the period Net profit for the period ,555-1,928 8,483 Other comprehensive income Currency translation arising on consolidation (444) 410 Realisation of reserves upon disposal of an associate - - (1,064) (694) Share of other comprehensive income of associates (20) - (20) Other comprehensive income for the period, net of tax - - (1,064) - 1,204 (444) (304) Total comprehensive income for the period - - (1,064) 6,555 1,204 1,484 8,179 Transactions with owners in their capacity as owners Contributions by and distributions to owners Issuance of ordinary shares from exercise of options Issuance of ordinary shares in lieu of cash dividends 11, ,743 Dividends - Cash (3,199) - (3,730) (6,929) Dividends - Scrip (11,743) - - (11,743) Total transactions with owners in their capacity as owners 12, (14,942) - (3,730) (6,481) Balance at 30 June ,083 2,360 17, ,915 7,580 26, ,361 Page 7 of 13

8 1(d)(i) Share Capital Revenue Total Company capital reserve reserve equity $'000 $'000 $'000 $'000 Balance at 1 April ,043 1,705 47, ,644 Net profit for the period, representing total comprehensive income for the period - - 2,351 2,351 Contributions by and distributions to owners Issuance of ordinary shares from exercise of options Issuance of ordinary shares in lieu of cash dividends 2, ,357 Dividends - Cash - - (18,463) (18,463) Dividends - Scrip - - (2,357) (2,357) Total transactions with owners in their capacity as owners 2,595 - (20,820) (18,225) Balance at 30 June ,638 1,705 29, ,770 Balance at 1 April ,892 1,705 50, ,052 Net profit for the period, representing total comprehensive income for the period - - 5,416 5,416 Contributions by and distributions to owners Issuance of ordinary shares from exercise of options Issuance of ordinary shares in lieu of cash dividends 11, ,743 Dividends - Cash - - (3,199) (3,199) Dividends - Scrip - - (11,743) (11,743) Total transactions with owners in their capacity as owners 12,191 - (14,942) (2,751) Balance at 30 June ,083 1,705 40, ,717 1(d)(ii) Details of any changes in the company s issued share capital. For the period ended 30 June 2012, the issued and paid-up share capital of the Company was increased from 520,057,634 shares to 524,047,411 shares due to the allotment and issue of 3,543,777 ordinary shares arising from the application of QAF Scrip Dividend Scheme in respect of the final dividend for the financial year ended 31 December 2011, as well as the allotment and issue of 446,000 ordinary shares pursuant to the exercise by option holders. The number of shares that may be issued on conversion of all outstanding options were as follows: As at As at 30/06/ /06/2011 Outstanding options 5,520,000 7,934,000 1(d)(iii) Total number of issued shares excluding treasury shares. As at 30/06/2012 As at 31/12/2011 Total number of issued shares (excluding treasury shares) 524,047, ,440,634 1(d)(iv) Statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. There are no treasury shares held by the Company during the period under review. Page 8 of 13

9 2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice. The figures have not been audited or reviewed. 3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of matter). N.A. 4. Whether the same accounting policies and methods of computation as in the company s most recently audited financial statements have been applied. The Group has applied the same accounting policies and methods of computation as in the Group s audited financial statements for the previous year ended 31 December However, the Group adopted new and revised Financial Reporting Standards ( FRS ) and interpretations that are mandatory for financial years beginning on or after 1 January The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company. 5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. N.A. 6. Earnings per ordinary share ( EPS ) of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year: 2nd Quarter ended 30/ 06/ /06/2011 Basic EPS 1.7 cents 1.3 cents Diluted EPS 1.7 cents 1.3 cents Number of shares used for the calculation of: i) Basic EPS W eighted average number of ordinary shares in issue ii) Diluted EPS W eighted average number of ordinary shares in issue 519,717, ,906, ,856, ,982, Net asset value for the company and group per ordinary share based on issued share capital of the company at the end of the period reported on: As at 30/ 06/2012 As at 31/12/2011 Group 73.4 cents 74.9 cents QAF Limited 50.0 cents 52.7 cents Number of shares used for the calculation of Net asset value: 524,047, ,440,634 Page 9 of 13

10 8. Review of the performance of the group, to the extent necessary for a reasonable understanding of the group s business. The review must discuss any significant factors that affected the turnover, costs and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors. It must also discuss any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. INCOME STATEMENT 2Q 2012 vs 2Q 2011 Group revenue decreased marginally by 1% to $244.1 million for the second quarter ended 30 June 2012 ( 2Q 2012 ) from $247.0 million for the second quarter ended 30 June 2011 ( 2Q 2011 ). There was a small decline in revenue contribution from the Group s fully integrated producer of meat located in Australia, Rivalea (Australia) Pty Ltd ( Rivalea ) as its Australian denominated sales in 2Q 2012 was translated to lower Singapore dollars due to the lower average exchange rate of the Australian dollar versus the Singapore dollar in 2Q 2012 as compared to that in 2Q If it had not been for the said lower average exchange rate of the Australian dollar versus the Singapore dollar, Rivalea would have achieved an increase in sales (in terms of Australian dollars) due to a higher overall sales volume. Sales from the Bakery business segment in 2Q 2012 was, on the whole, not materially different from that of 2Q 2011 as there has been no increase in the production capacities of the operations. The Trading & Logistics business segment saw an increase in sales and this was mainly attributable to Ben Foods (S) Pte Ltd which achieved increased sales in its wholesale, food service and export businesses. Group Profit Before Taxation ( PBT ) for 2Q 2012 increased by 4% to $12.6 million from $12.2 million for 2Q The increase in the Group s PBT is mainly attributable to the significant improvement in the profitability of the Group s producer of meat in Australia, Rivalea, which achieved higher sales of value-added and branded products while, at the same time, attaining lower feed and production costs. The Trading & Logistics segment also achieved higher profits due to higher sales and better margins. While the cost of flour declined, the Group s Bakery operations continued to face higher diesel and utility costs due to high international oil prices. There was also increased competition which has affected the margins of certain products. As such, there was a decline in profit contribution from the Bakery segment. Staff Costs rose by 8% to $56.4 million in 2Q 2012 as the Group s Bakery operations increased its distribution activities while Rivalea increased staff for its increased production and distribution activities. Repairs and Maintenance expenses declined by 8% to $7.8 million in 2Q 2012 as there is less need to repair and upgrade bakery production and livestock farming facilities. Group Finance Costs (interest expense) decreased by 27% to $1.3 million in 2Q 2012 as compared to $1.8 million in 2Q 2011 due to lower bank borrowings. Group Taxation decreased by 26% to $2.7 million in 2Q 2012 as compared to $3.7 million in 2Q 2011 and this is in line with the reduction of profits in the Group s Bakery operations. Group Profit After Taxation ( PAT ) increased by 16% to $9.9 million for 2Q 2012 as compared to a Group PAT of $8.5 million for 2Q Group Profit Attributable to Owners of the Parent (Shareholders) increased by a significant 32% to $8.6 million in 2Q 2012 when compared to that of $6.6 million which was achieved in 2Q H 2012 vs 1H 2011 Group revenue increased by 3% to $484.5 million for the first half year ended 30 June 2012 ( 1H 2012 ) from $469.9 million for the first half year ended 30 June 2011 ( 1H 2011 ). All the business segments in the Group, namely Bakery, Primary Production and Trading & Logistics achieved increases in sales. In particular, the Group s fully integrated producer of meat located in Australia, Rivalea (Australia) Pty Ltd ( Rivalea ), achieved increases in sales of its branded and value-added products as well as from a higher general sales volume. All the Group s Bakery operations in Singapore, Malaysia, the Philippines and Australia saw increases in sales from both increases in market share as well as general increases in customer demand. The Group s trading and wholesale arm, Ben Foods (S) Pte Ltd, also achieved higher sales through increased sales in its wholesale, food service and export businesses. Page 10 of 13

11 8. Review of the performance of the group (cont d) INCOME STATEMENT (cont d) The Group s producer of meat in Australia, Rivalea, achieved a significant improvement in profitability due to increased sales, higher sales of value-added and branded products as well as the achievement of lower feed and production costs. The Trading & Logistics segment also achieved higher profits due to higher sales and better margins. Despite the fall in flour costs in 1H 2012, the Group s Bakery operations continued to face high costs of diesel and utilities due to the high international oil prices. There was also increased competition which has affected the margins of certain products. As such, there was a decline in profit contribution from the bakery segment. On an overall basis, the Group would have achieved an increase in Group Profit Before Taxation ( PBT ) of about 5% to $27.6 million in 1H 2012 as compared to 1H 2011 if a one time write-back of Allowance for Doubtful Debts of $21.3 million, which was recorded in 1H 2011, was excluded. If the Allowance for Doubtful Debts of $21.3 million (which was mainly attributable to provisions previously made on advances to a former associate) was excluded, the Group s PBT for 1H 2011 would have been $26.2 million. However, as the Group had recorded the latter one time write-back in 1H 2011, and has not made any write-back of such allowances in 1H 2012, Group PBT declined by 42% to $27.6 million in 1H 2012 as compared to $47.5 million in 1H Staff Costs rose by 11% to $112.6 million in 1H 2012 as the Group s Bakery operations and Rivalea increased staff due to increased production and distribution activities. Amortisation and Depreciation increased by 8% to $18.2 million in 1H 2012 due mainly to increased depreciation charges resulting from additional production lines and facilities in the Bakery operations which were installed in the second quarter of Other Operating Expenses increased to $50.0 million in 1H 2012 as compared to $27.0 million in 1H This is mainly attributable to the abovementioned write-back of Allowance for Doubtful Debts in 1H 2011 while there were no such write-backs in 1H The Group s operations also saw higher distribution and transportation expenses due to higher petrol and diesel costs as well as higher utility costs, all of which resulted from higher world-wide oil prices. Group Finance Costs (interest expense) decreased by 22% to $2.7 million in 1H 2012 compared to $3.4 million in 1H 2011 due to lower bank borrowings. Group Taxation decreased by 26% to $6.2 million in 1H 2012 as compared to $8.5 million in 1H 2011, in line with the reduced profitability in the Group s Bakery operations. Group Profit After Taxation ( PAT ) decreased by 45% to $21.3 million for 1H 2012 as compared to a Group PAT of $39.0 million for 1H STATEMENT OF FINANCIAL POSITION Biological Assets have increased by 15% to $72.1 million as at the end of 2Q 2012 from $62.5 million as at the end of the financial year ended 31 December 2011 ( FYE 2011 ). The increase is mainly caused by an increase in numbers in Rivalea s animal inventory in 1H 2012 due to the company s restocking programme. Inventories declined by 15% to $71.7 million as at the end of 2Q 2012 from $84.6 million as at the end of FYE 2011 due mainly to reduction of inventory holdings in the Primary Production and Trading & Logistics business segments as inventories were sold. Other Receivables increased by 53% to $21.2 million as at the end of 2Q 2012 as compared to $13.9 million as at the end of FYE This is mainly attributable to down-payments made by the Group for its purchases of new bakery production equipment. Short-Term and Long-Term Investments relates mainly to the Group s and the Company s investments in certain corporate bonds and market-linked notes. These investments were made so as to achieve better returns for the Group. There is also a reclassification of a certain investment from long-term to short-term in nature as the investment s maturity date gets nearer. Page 11 of 13

12 8. Review of the performance of the group (cont d) STATEMENT OF FINANCIAL POSITION (cont d) Trade Payables decreased by 16% to $73.1 million as at the end of 2Q The reduction is largely due to the payment of balances owed to creditors. Short-Term Borrowings and total Long-Term Loans declined by 15% and 2% to $61.1 million and $25.1 million, respectively, as at the end of 2Q These reductions are largely due to the repayment of loans. 9. Where a forecast or a prospect statement has been previously disclosed to the shareholders, any variance between it and the actual results. The Group s revenue and profits are in line with prior announcements. 10. A commentary at the date of announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. The Group anticipates that the second half of the financial year ending 31 December 2012 ( FY 2012 ) may see more volatility in the regional markets and economies. Despite these challenges, the Group expects to achieve an encouraging level of profitability for FY 2012 on an overall basis. 11. Dividends (a) (b) Current financial period reported on Name of dividend Dividend type Dividend rate Tax rate Corresponding period of immediate financial year Name of dividend Dividend type Dividend rate Tax rate Interim Cash 1.00 cent per ordinary share One tier tax exempt Interim Cash 1.00 cent per ordinary share One tier tax exempt (c) Date payable 12 September 2012 (d) Book closing date Notice is hereby given that the Transfer Books and Register of Members of the Company will be closed from 5.00 p.m. on 30 August 2012 up to and including 31 August 2012 for the purpose of determining shareholders entitlements to the interim tax-exempt (one-tier) dividend of 1 cent per share for the financial year ending 31 December 2012 ( Interim Dividend 2012 ). Shareholders whose shares of the Company ( QAF Shares ) are deposited with The Central Depository (Pte) Limited ( CDP ) and whose securities accounts with CDP are credited with QAF Shares as at 5.00 p.m. on 30 August 2012 will be entitled to the Interim Dividend 2012 on the basis of the QAF Shares standing to the credit of their securities accounts with CDP as at 5.00 p.m. on such date. Duly completed registrable transfers received by the Company s Registrar, Tricor Barbinder Share Registration Services at 80 Robinson Road #02-00, Singapore up to 5.00 p.m. on 30 August 2012 will be registered to determine shareholders entitlements to the Interim Dividend Payment for the Interim Dividend 2012 shall be made on 12 September Page 12 of 13

13 12. If no dividend has been declared or recommended, a statement to the effect. N.A. 13. If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect. The Group does not have an IPT general mandate for the current financial year Negative Assurance Confirmation pursuant to Rule 705(5) of the Listing Manual To the best knowledge of the Board of Directors, nothing has come to the attention of the Board of Directors which may render the unaudited financials of the Group and the Company for the 2 nd Quarter ended 30 June 2012 to be false or misleading in any material respect. BY ORDER OF THE BOARD Ms Lee Woan Ling Company Secretary 6 August 2012 Page 13 of 13