Contents
Corporate Information Chairmans Statement Board of Directors Key Management Corporate Structure Report on Corporate Governance Report of the Directors Statement by Directors Independent Auditors Report Consolidated Statement of Comprehensive Income Statements of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Shareholders Information Notice of Annual General Meeting Appendix A Proxy Form 1 2 3 6 8 9 19 23 24 26 27 28 29 30 70 72 76
Corporate Information
BOARD OF DIRECTORS
Anthony Brian Taylor Gary Patrick Stafford Malcolm John Burrell Cosimo Borrelli John Lim Yew Kong Dali Kumar @ Dali Bin Sardar Executive Chairman Executive Director Executive Director Non-Executive Director Lead Independent Director Independent Director Chairman
AUDIT COMMITTEE
John Lim Yew Kong Dali Kumar @ Dali Bin Sardar Cosimo Borrelli Dali Kumar @ Dali Bin Sardar John Lim Yew Kong Cosimo Borrelli Anthony Brian Taylor Dali Kumar @ Dali Bin Sardar John Lim Yew Kong Cosimo Borrelli Yvonne Choo, FCIS Lim Keng San Shirley, FCIS
NOMINATING COMMITTEE
Chairman
REMUNERATION COMMITTEE
Chairman
COMPANY SECRETARIES
REGISTERED OFFICE
9 Temasek Boulevard, #32-02A Suntec Tower Two, Singapore 038989 Tel: 68848270 Fax: 68848273 Website: www.radiance-sin.com.sg
SHARE REGISTRAR
B.A.C.S. Private Limited 63 Cantonment Road, Singapore 089758 Tel: 65934848 Fax: 65934847
AUDITORS
Moore Stephens LLP Certified Public Accountants 10 Anson Road, #29-15 International Plaza, Singapore 079903 Tel: 62213771 Fax: 62213815 Partner-in-charge: Ng Chiou Gee Willy (Appointed since the financial period ended 31 December 2008)
PRINCIPAL BANKERS
Industrial and Commercial Bank of China The Hongkong and Shanghai Banking Corporation Limited
RADIANCE GROUP LIMITED ANNUAL REPORT 2010 1
Chairmans Statement
Dear Shareholders, Despite a disruptive and busy year, the Group performed well for the year under review. Global Invacom Limited (GIL) became the new major shareholder of the Company. GIL is the largest customer of the Groups Electronics Manufacturing Services (EMS) division, manufacturing subsystems for satellite communications broadcasters in the Groups Shanghai facility. The Group is also the largest supplier to GIL. Revenue improved by 18.5% in the second half of the year. The Group achieved total revenue of S$85.2 million compared to S$112.2 million last year. The EMS business concentration on high mix/low volume category and the satellite communications segments, coupled with better cost controls contributed to a higher gross profit margin and profitability for the year. Overall, the Group achieved profit before tax of S$8.5 million; a significant increase compared to the previous year and recorded net profit of S$5.8 million for the year after taxes of S$2.7 million. The Groups total equity stood at S$38.3 million, an increase of S$2.2 million from the previous year, with non-current assets at S$3.4 million and net current assets at S$34.9 million. Earnings per share was 2.19 cents per share and net assets per share was 14.51 cents for the year. No dividend was declared for the year under review. The Companys new board is also facilitating the Groups acquisition of the operating entities of Global Invacom Holdings Limited and its subsidiaries (the GIHL Group) (the Acquisition), resulting in the Company becoming the common holding entity of both the Group and the GIHL Groups business. We are expecting completion of the Acquisition within the year. The Acquisition is expected to enable synergistic upward integration for the Group into the satellite and cable peripherals business. It will enhance and diversify the Companys commercial offering and will enable the Group to maximise its current production capacity. The Board believes that the Acquisition will enable the Company to capitalise on its listing status and enhance the value of shareholders equity interests in the Company. If completed, it may also increase the market capitalisation of the Company, which would enable the Company to attract more extensive analyst coverage and consequently lead to an overall increase in trading liquidity in the shares of the Company. On behalf of the Board, I would like to thank all our shareholders, customers, suppliers and business associates for their support and confidence. I would also like to express my sincere appreciation to the management and staff for their continued hard work and dedication.
Board of Directors
ANTHONY BRIAN TAYLOR
Executive Chairman Mr Anthony Brian Taylor was appointed as Executive Director on 18 August 2010 and Executive Chairman of the Board of Directors on 26 October 2010. He is also a member of the Nominating Committee. Mr Taylor is the Managing Director of Global Invacom Holdings Limited and was appointed to the Board of Global Invacom Holdings Limited in 2006. Mr Taylors entire professional career has been spent working within international high technology businesses with diverse commercial propositions which include semiconductors, automotive electronics, military and satellite-related products. He also has over 11 years of experience in senior executive leadership roles. He was formerly the District Sales Manager at Harris-MHS/MHS Semiconductor Sales Limited from 1984 to 1987. From 1987 to 1990, he was the European & Export Sales Manager at Marconi Electronic Devices before becoming the Product Manager at SGS-THOMSON Microelectronics between 1991 and 1998. Mr Taylor was appointed the Chief Executive Officer of TechnoFusion GmbH where he served from 1999 to 2002, and was the General Manager of Amphenol Limited from 2002 to 2006. Mr Taylor holds a Bachelor of Science, Electronics degree (with honours) from Coventry University in the United Kindgom.
Board of Directors
MALCOLM JOHN BURRELL
Executive Director Mr Malcolm John Burrell was appointed as Executive Director on 18 August 2010. Mr Burrell is the Technical Director of Global Invacom Limited and has held this position since November 1997. Mr Burrell is a Chartered Engineer with 29 years of RF design, technical management and corporate management experience, gained whilst working in businesses within the consumer electronics, satellite earth station and military communications sectors. Prior to joining Global Invacom Limited, he was a Senior Development Engineer at Marconi Communication Systems Ltd, from September 1981 to September 1987. From October 1987 to December 1991, he was the Technical Manager at Multipoint Communications Ltd, and thereafter was the Principal Systems Engineer at Marconi Radar Systems Ltd from January 1992 to October 1997. Mr Burrell holds a Bachelor of Science Engineering (Electronic Engineering) degree from the University of Southampton, United Kingdom and a Certificate in Management (CIM). He is a member of the Institution of Engineering and Technology.
COSIMO BORRELLI
Non-Executive Director Mr Cosimo Borrelli was appointed as Non-Executive Director on 4 December 2009. He was the Chairman of the Board of Directors from 4 December 2009 to 25 October 2010. He is also a member of the Audit, Nominating and Remuneration Committees. Mr Borrelli is a Chartered Accountant with over 21 years of experience in formal and informal corporate restructuring, forensic accounting and financial investigations. This experience has included being appointed by courts, lenders and financiers, distressed companies, secured and unsecured creditors, investors and other interested parties. He has a track record in establishing and delivering restructuring and corporate advisory arrangements in industries including financial services, property, telecommunications, retail, manufacturing and professional services. Mr Borrelli holds a Bachelors degree in Economics from University of Adelaide, Australia. He is a member of the Institute of Chartered Accountants in Australia, member of the Institute of Certified Public Accountants and Institute of Certified Public Accountants Insolvency Interest Group of Hong Kong and a member of the Insolvency Practitioners Association of Australia.
Board of Directors
JOHN LIM YEW KONG
Lead Independent Director Mr John Lim Yew Kong was appointed as Independent Director on 13 September 2010. He is the Chairman of the Audit Committee, Lead Independent Director and a member of the Nominating and Remuneration Committees. Mr Lim is currently a director of AXIA Equity Pte Ltd, a firm which provides business and financial advisory services to companies in Singapore and the region. Prior to this and since 1991, Mr Lim was involved in the private equity and venture capital industry in Asia as a director of an investment advisory firm engaged in direct investment in the region. From 1989 to 1991, Mr Lim worked in Dowell Schlumberger in the United Kingdom, where he was United Kingdom division controller. Between 1984 and 1988, he was with Arthur Andersen & Co, London. Mr Lim holds a Bachelors degree in Economics from London School of Economics and Political Science, United Kingdom. He is a qualified chartered accountant since 1987.
Key Management
GOH BOON LENG
General Manager, EMS Division Mr Goh Boon Leng was appointed as General Manager, EMS Division on 16 September 2010. He is responsible for the overall operations as well as charting the direction and strategic development of the Electronics Manufacturing Services (EMS) business of the Group. Mr Goh is also responsible for formulating marketing strategies and has been instrumental in securing and building strong relationships with customers. Mr Goh has more than 26 years of experience in the electronics industry in areas of quality control, production engineering and operations. He was the Executive Director and Chief Executive Officer of the Company from May 2002 to October 2006, and the Executive Director of the Company from 22 October 2007 to 15 September 2010. Mr Goh holds a Diploma in Mechanical Engineering from the Singapore Polytechnic.
Key Management
YU LAI HOE
General Manager, RESH Mr Yu Lai Hoe is the General Manager of Radiance Electronics (Shanghai) Co., Ltd. (RESH) He oversees the day-to-day operations of the plant and is also responsible for the business development and strategic planning of the manufacturing operations in Shanghai. He has more than 23 years of experience in the EMS industry. Prior to joining the Group, Mr Yu has held various management positions in several design and event management companies. Mr Yu graduated with a Bachelor of Science in Production Technology and Production Management (Honours) from the Aston University, Birmingham, United Kindgom.
Corporate Structure
(Chairman)
The Board currently has a total of six (6) members, one third of whom are independent directors. The Board comprises members with a broad range of knowledge, expertise and experience such as accounting, finance, business and management. Management together with the Board Committees including the Audit, Nominating and Remuneration Committees support the Board in discharging its responsibilities. The roles and powers of the Board committees are set out separately in this Report. All committees have been constituted with clear written terms of reference. The Board conducts regular scheduled meetings at least twice yearly and as warranted by particular circumstances. The Companys Articles of Association provides for directors to convene meetings by way of telephone conferencing or any other electronic means of communication. When a physical Board meeting is not possible, timely communication with members of the Board can be achieved through electronic means or via circular of written resolutions for approval by the Board.
No. of Meetings Held Anthony Brian Taylor(1) Gary Patrick Stafford(2) Malcolm John Burrell(2) Cosimo Borrelli(3) John Lim Yew Kong(4) Dali Kumar @ Dali Bin Sardar(5) Goh Boon Leng(6) Hamish Alexander Christie(7) Chi Lai Man Jocelyn(8) Chan Thye Aun Ivan(9)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Board 7 3 3 3 7 2 7 5 5 5 2
Mr Anthony Brian Taylor was appointed as Executive Director on 18 August 2010. Mr Taylor was appointed as Executive Chairman of the Board and a member of the Nominating Committee on 26 October 2010. Both Mr Gary Patrick Stafford and Mr Malcolm John Burrell were appointed as Executive Directors on 18 August 2010. Mr Cosimo Borrelli stepped down as Non-Executive Chairman of the Board and was appointed a member of the Audit Committee and Remuneration Committee on 26 October 2010. Mr John Lim Yew Kong was appointed as Independent Director and Chairman of the Audit Committee on 13 September 2010. Mr Lim was also appointed Lead Independent Director and a member of the Nominating Committee and Remuneration Committee on 26 October 2010. Mr Dali Kumar @ Dali Bin Sardar stepped down as Chairman of Audit Committee on 12 September 2010 and was appointed as Chairman of Nominating Committee on 16 March 2010. Mr Sardar remains as Chairman of the Remuneration Committee. Mr Goh Boon Leng resigned as Executive Director on 15 September 2010. Mr Hamish Alexander Christie resigned as Non-Executive Director and member of the Audit Committee on 31 August 2010. Ms Chi Lai Man Jocelyn resigned as Non-Executive Director and member of the Remuneration Committee on 31 August 2010. Mr Chan Thye Aun Ivan resigned as Independent Director, Chairman of Nominating Committee and member of Audit and Remuneration Committees on 16 March 2010.
Directors are kept informed of the relevant laws, regulations and challenging commercial risks from time to time. Relevant updates, news releases issued by the Singapore Exchange Securities Trading Limited (SGX-ST) and the Accounting and Corporate Regulatory Authority (ACRA) are circulated to the Board for information. Newly appointed directors are provided with information on the Groups business and are briefed on the business activities and the strategic direction of the Group. Directors also have the opportunity to meet with Management to gain a better understanding of the Groups business operations. New directors have been briefed on their duties, responsibilities and obligations.
The Nominating Committee makes recommendations to the Board on all nominations for the appointment and re-appointment to the Board, and the Board Committees. It ascertains the independence of directors annually with reference to the guidelines set out in the Code and has determined Messrs Dali Kumar @ Dali Bin Sardar and John Lim Yew Kong are independent. The Nominating Committee, in recommending the nomination of any director for re-election, considers the contribution of each director, which includes his attendance record, overall participation, expertise, strategic vision, business judgement and sense of accountability. Pursuant to the Companys Article of Association, an election of directors shall take place each year. All directors shall retire at least every three (3) years but shall be eligible for re-election at the Annual General Meeting. Messrs Anthony Brian Taylor, Gary Patrick Stafford, Malcom John Burrell and John Lim Yew Kong who are retiring under Article 88 at the forthcoming Annual General Meeting have offered themselves for re-election. The Board has accepted the Nominating Committees recommendation and the abovenamed directors will be offering themselves for re-election at the forthcoming Annual General Meeting. Each member of the Nominating Committee had abstained from voting on any resolutions and making any recommendations/ participating in any deliberations of the Nominating Committee in respect of his re-nomination as director. Set out below are the names, dates of appointment and last re-election of each director: Name Anthony Brian Taylor Gary Patrick Stafford Malcolm John Burrell Cosimo Borrelli John Lim Yew Kong Dali Kumar @ Dali Bin Sardar Position Executive Chairman Executive Director Executive Director Non-Executive Director Lead Independent Director Independent Director Date of Appointment 18 August 2010 18 August 2010 18 August 2010 4 December 2009 13 September 2010 22 October 2007 Date of Last Re-election 30 April 2010 24 April 2009
The Remuneration Committee reviews and recommends to the Board: (a) (b) the remuneration packages of the executive directors and key management of the Group; and directors fees for all directors, taking into factors such as work undertaken and time spent, their responsibilities; and long term incentive schemes which may be set up from time to time.
(c)
The Remuneration Committee is also responsible for administering the Radiance Electronics Share Option Scheme 2003 (the Scheme). Details of the options granted and the Scheme are as disclosed in Note 5 of the Report of the Directors. In setting remuneration packages for the executive directors and key management of the Group, the pay and employment conditions within the industry and in comparable companies are taken into account to maintain an appropriate and competitive level of remuneration that will attract, retain and motivate key management. Directors fees take into account the relevant directors level of contribution and responsibilities. For the financial year under review, the Remuneration Committee has recommended to the Board directors fees of S$158,230, which will be tabled at the forthcoming Annual General Meeting for shareholders approval. The Remuneration Committee has adopted a framework for directors fees and within the framework, the Remuneration Committee has recommended that directors fees of S$280,000 be paid quarterly at the end of each calendar quarter for the year ending 31 December 2011. No director was involved in determining his own remuneration. Messrs Anthony Brian Taylor, Gary Patrick Stafford and Malcolm John Burrell, as executive directors, do not receive any directors fees.
Key Management S$500,000 and above S$250,000 to below S$500,000 Below S$250,000
Goh Boon Leng** Yu Lai Hoe Goh Chwee Heong Wong Pei Fern
* **
Mr Chan Thye Aun Ivan resigned on 16 March 2010. Mr Goh Boon Leng resigned as Executive Director on 15 September 2010 but remains a key manager of the Company.
The Board is of the opinion that the details of remuneration for the individual director and the key management are confidential, and disclosure of such information would not be in the interest of the Company. There are no employees of the Group who are immediate family members of a director or the CEO and whose remuneration exceeds S$150,000 during the year. Principle 10: Accountability Management is accountable to the Board and provides the Board with appropriately detailed management accounts of the Groups performance, position and prospects on a regular basis. In the discharge of its duties to shareholders, the Board, when presenting annual financial statements and announcements, seek to provide shareholders with detailed analysis, explanation and assessment of the Groups financial position and prospects.
The Board is satisfied that the members of the Audit Committee are appropriately qualified to discharge their responsibilities. All Audit Committee members possess extensive business and financial management experience at both senior management and Board levels. The Audit Committee meets at least two (2) times a year and as and when necessary to carry out its functions which are set out in Note 6 of the Report of the Directors. The Audit Committee has full access to and the co-operation of management, has full discretion to invite any director or executive officer to attend its meetings, and has been given adequate resources to enable it to discharge its functions. The Audit Committee met with the external and internal auditors, without the presence of management, at least once a year and had established that the external auditors have had full co-operation of management in carrying out the audit. No non-audit services were rendered by the external auditors during FY2010. The Audit Committee has also reviewed the Companys material internal controls including financial, operational and compliance controls. The Audit Committee is satisfied that there are adequate internal controls in the Group in its current business environment. The Whistle-Blowing Policy programme provides an avenue for staff of the Group to raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for the independent investigation of such matters and appropriate follow-up actions to be taken. No reports of whistle blowing incidents were recorded in FY2010. The Audit Committee has recommended the re-appointment of Moore Stephens LLP as external auditors for the ensuing year. Principle 12: Internal Controls The Groups internal control systems are designed to ensure the reliability and integrity of financial information and to safeguard the assets of the Group. For the financial year under review, the Audit Committee and the Board have reviewed the Groups internal controls system and were satisfied with the adequacy of the Groups system of internal controls in its current business environment.
At the Annual General Meeting, shareholders will be given the opportunity to voice their views and seek clarifications. The Chairmen of the Audit, Remuneration and Nominating Committees and the external auditors are normally available at the Annual General Meeting to answer shareholders queries. Securities Transactions The Group has adopted an internal compliance code of conduct which provides guidance to directors and officers with regards to dealing in the Companys securities. Directors and officers are prohibited from dealing in securities of the Company one month before the release of the half year and full year results and at all times, whilst in possession of price-sensitive information. The Group confirmed that it had adhered to its policy for securities transaction for FY2010.
Aggregate value of all interested person transactions conducted under shareholders mandate pursuant to Rule 920 of the Listing Manual (excluding transactions less than S$100,000)
Relates to transactions entered into between the Group and Global Invacom Limited from 1 August 2010 to 31 December 2010 and the transactions were ratified, confirmed and approved by the shareholders at the Extraordinary General Meeting held on 25 January 2011.
Material Contracts There were no material contracts, not being contracts entered into in the ordinary course of business, had been entered into by the Company and its subsidiaries involving the interest of the executive director, any director or controlling shareholder of the Company during FY2010. Risk Management Management, led by the CEO, regularly reviews the Groups operations and activities to identify areas of risks as well as appropriate measures to control and mitigate these risks. Significant matters would be reported to the Audit Committee and the Board. The Groups financial risk management is described under Note 28 of the Notes to the Financial Statements on page 62 of this Annual Report.
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Radiance Group Limited (the Company) and its subsidiaries (collectively the Group) for the financial year ended 31 December 2010 and the statement of financial position of the Company as at 31 December 2010. 1 DIRECTORS The directors of the Company in office at the date of this report are: Anthony Brian Taylor Gary Patrick Stafford Malcolm John Burrell Cosimo Borrelli John Lim Yew Kong Dali Kumar @ Dali Bin Sardar 2 Executive Chairman Executive Director Executive Director Non-Executive Director Lead Independent Director Independent Director Appointed on 18 August 2010 Appointed on 18 August 2010 Appointed on 18 August 2010 Appointed on 13 September 2010
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.
DIRECTORS INTERESTS IN SHARES OR DEBENTURES As recorded in the register of directors shareholdings under Section 164 of the Singapore Companies Act, Chapter 50, none of the directors holding office at the end of the financial year had any interest in the shares of the Company and its related corporations.
DIRECTORS CONTRACTUAL BENEFITS Since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except as disclosed in the notes to the financial statements.
SHARE OPTIONS RADIANCE ELECTRONICS SHARE OPTION SCHEME 2003 The Radiance Electronics Share Option Scheme 2003 (the Scheme) was approved and adopted by shareholders at an Extraordinary General Meeting held on 25 April 2003. The Remuneration Committee administering the Scheme comprises directors, Messrs Dali Kumar @ Dali Bin Sardar (Chairman of the Remuneration Committee), John Lim Yew Kong and Cosimo Borrelli. The Scheme forms an integral and important component of the employee compensation plan, which is designed to primarily reward and retain executive directors, non-executive directors and employees of the Group whose services are integral to the success and the continued growth of the Group.
SHARE OPTIONS RADIANCE ELECTRONICS SHARE OPTION SCHEME 2003 (contd) Principal Terms of the Scheme (a) Participants Under the rules of the Scheme, executive and non-executive directors (including independent directors) and employees of the Group, who are not controlling shareholders or their associates, are eligible to participate in the Scheme. (b) Size of the Scheme The aggregate number of shares over which the Remuneration Committee may grant options on any date, when added to the number of shares issued and issuable in respect of all options granted under the Scheme, shall not exceed 15% of the issued shares of the Company on the day preceding that date. (c) Options, Exercise Period and Exercise Price The options that are granted under the Scheme may have exercise prices that are, at the Remuneration Committees discretion, set at a price (the Market Price) equal to the weighted average share price of the shares for the last trading day immediately preceding the relevant date of grant of the option or at a discount to the Market Price (subject to a maximum discount of 20%). Options which are fixed at the Market Price (Market Price Option) may be exercised after the first anniversary of the date of grant of that option while options exercisable at a discount to the Market Price (Discounted Option) may only be exercised after the second anniversary from the date of grant of the options. Options granted under the Scheme to all employees (including executive directors) and non-executive directors will have a life span of 10 and 5 years respectively. (d) Grant of Options Under the rules of the Scheme, there are no fixed periods for the grant of options during the options life span. As such, offers for the grant of options may be made at any time from time to time at the discretion of the Remuneration Committee. In addition, in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, offers may only be made after the second market day from the date on which the aforesaid announcement is made. (e) Termination of Options Special provisions in the rules of the Scheme deal with the lapse or earlier exercise of options in circumstances which include the termination of the participants employment by the Group, the bankruptcy of the participant, the death of the participant, a take-over of the Company and the winding-up of the Company. (f) Acceptance of Options The grant of options shall be accepted within 30 days from the date of offer. Offers of options made to grantees, if not accepted before the closing date, will lapse. Upon acceptance of the offer, the grantee must pay the Company a consideration of S$1.00.
SHARE OPTIONS RADIANCE ELECTRONICS SHARE OPTION SCHEME 2003 (contd) Principal Terms of the Scheme (contd) (g) Duration of the Scheme The Scheme shall continue in operation for a maximum duration of 10 years and may be continued for any further period thereafter with the approval of shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. Options Granted Under the Scheme There were: (a) (b) no options granted to take up unissued shares of the Company or its subsidiaries during the financial year; no shares of the Company and its subsidiaries issued by virtue of the exercise of options to take up unissued shares of the Company and its subsidiaries during the financial year; and no unissued shares of the Company or its subsidiaries under options at the end of the financial year.
(c) 6
AUDIT COMMITTEE The Audit Committee (AC) comprises all non-executive directors. The members of the Audit Committee are: John Lim Yew Kong Dali Kumar @ Dali Bin Sardar Cosimo Borrelli (Chairman)
The AC carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Chapter 50, the Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual and the Code of Corporate Governance, which includes the following: (a) Reviews the audit plans of the internal and external auditors of the Company, and reviews the internal auditors evaluation of the adequacy of the Companys system of internal accounting controls and the assistance given by the Companys management to the external and internal auditors; Reviews the half-yearly announcement on financial performance, annual financial statements and the auditors report on the annual financial statements of the Company before their submission to the Board of Directors; Reviews the effectiveness of the Companys material internal controls, including financial, operational and compliance controls and risk management via reviews carried out by the internal auditors; Meets with the external auditors, other committees and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC;
(b)
(c)
(d)
AUDIT COMMITTEE (contd) (e) Reviews legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any reports received from regulators; Reviews the cost effectiveness and the independence and objectivity of the external auditors; Reviews the nature and extent of non-audit services provided by the external auditors; Recommends to the Board of Directors the external auditors to be nominated, and reviews the scope and results of the audit; Reports actions and minutes of the AC to the Board of Directors with such recommendations as the AC considers appropriate; Reviews interested person transactions in accordance with the requirements of the SGX-ST Listing Manual; and Undertakes such other functions and duties as may be agreed to by the AC and the Board of Directors.
(i)
(j)
(k)
Further details regarding the AC are disclosed in the Report on Corporate Governance in this Annual Report. The AC has recommended to the Board of Directors the nomination of Moore Stephens LLP for their appointment as independent auditors of the Company at the forthcoming Annual General Meeting. 7 INDEPENDENT AUDITORS The auditors, Moore Stephens LLP, Public Accountants and Certified Public Accountants, have expressed their willingness to accept re-appointment.
Statement by Directors
31 DECEMBER 2010
In the opinion of the directors: (a) the accompanying consolidated financial statements of the Group and the statement of financial position of the Company together with the notes thereto, as set out on pages 26 to 69, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and the results, changes in equity and cash flows of the Group for the year ended on that date; 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.
(b)
We have audited the accompanying financial statements of Radiance Group Limited (the Company) and its subsidiaries (collectively the Group), as set out on pages 26 to 69, which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 December 2010, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year ended 31 December 2010, and a summary of significant accounting policies and other explanatory notes. Managements Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, 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 controls relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
(contd) Opinion In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and the results, changes in equity and cash flows of the Group for the year ended on that date. Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Group Note 2010 S$000 85,218 (70,173) 15,045 763 (119) (7,159) (75) 139 (93) 8,501 (2,722) 5,779 2009 S$000 112,176 (100,844) 11,332 432 (175) (8,221) (645) 39 (256) 2,506 (1,422) 1,084
Revenue Cost of sales Gross profit Other income Distribution costs Administrative expenses Other operating expenses Finance income Finance costs Profit before income tax Income tax Profit after income tax Other comprehensive income Exchange differences on translation of foreign subsidiaries Total comprehensive income for the year attributable to equity holders of the Company Earnings per share (cents) Basic and diluted
(4)
(3,642)
(905)
2,137
179
(9)
2.19
0.41
ASSETS Non-current Assets Plant and equipment Investments in subsidiaries Club membership
(10) (11)
3,337 82 3,419
4,636 82 4,718
Current Assets Due from subsidiaries Inventories Trade receivables Other current assets Cash and cash equivalents
Total assets EQUITY AND LIABILITIES Share Capital and Reserves Share capital Reserves Total equity Non-current Liabilities Obligations under hire purchase
(17) (18)
(19)
98 98
98 98
Current Liabilities Trade payables Other payables Borrowings Obligations under hire purchase Provision for income tax Total liabilities Total equity and liabilities
Note
Foreign Retained currency profits/ translation (Accumulated reserve losses) S$000 S$000
Total S$000
Group Balance as at 1 January 2010 Total comprehensive income for the year Transfer to capital reserve in accordance with statutory requirements Balance as at 31 December 2010 Balance as at 1 January 2009 Total comprehensive income for the year Capital reduction Transfer to capital reserve in accordance with statutory requirements Balance as at 31 December 2009
28,553
4,172
(2,752) (3,642)
6,159 5,779
36,132 2,137
(18)
(17)
(18)
28,553
230 4,172
(2,752)
(230) 6,159
36,132
Group Note Cash Flows from Operating Activities Profit before income tax Adjustments for: Depreciation of plant and equipment Loss on disposal of plant and equipment Impairment of plant and equipment (Write-back of)/Allowance for inventory obsolescence Gain on de-registration of subsidiary Interest income Interest expense Operating cash flow before working capital changes Changes in working capital: Inventories Trade receivables Other current assets Trade and other payables Cash generated from operating activities Interest paid Income tax paid Prior year tax rebate received Net cash generated from operating activities Cash Flows from Investing Activities Interest received Purchase of plant and equipment Proceeds from disposal of plant and equipment Net cash used in investing activities Cash Flows from Financing Activities Proceeds from borrowings Repayment of borrowings Repayment to hire purchase creditors (Increase)/Decrease in restricted cash Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of foreign exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at the end of the year 2010 S$000 2009 S$000
8,501 1,238 70 (800) (139) 93 8,963 (6,430) (4,377) 417 6,330 4,903 (93) (2,235) 31 2,606 139 (495) 174 (182) 3,917 (3,745) (147) (4,093) (4,068) (1,644) 24,833 (2,522) 20,667
2,506 1,740 443 94 178 (2) (39) 256 5,176 4,703 9,665 1,895 (7,382) 14,057 (256) (1,446) 68 12,423 39 (344) 3 (302) 45 (3,165) (98) 106 (3,112) 9,009 16,525 (701) 24,833
(16)
(ii)
FRS 27 (Revised) Consolidated and Separate Financial Statements The revised standard is a result of consequential amendments to changes to FRS 103 (Revised). The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The revised standard has been applied prospectively and will affect future transactions with non-controlling interests, if any.
On adoption of these revised standards, the Group changed its accounting policies where relevant (see (c) below) but the changes had no effect on the financial performance and financial position of the Group for the financial year ended 31 December 2010. FRS 102 (Amendment) Group Cash-settled Share-based Payment Transactions - the amendments clarify the scope of FRS 102, as well as the accounting for Group cash-settled share-based payments transactions in the separate (or individual) financial statements of an entity receiving the goods and services when another group entity or parent entity has the obligation to settle the award. The adoption of amendment has no material impact to the consolidated financial statements of the Group for the financial year ended 31 December 2010. New/Revised IFRS which are not yet effective At the date of these financial statements, the following revised or amended standards which have been issued and are relevant to the Group but are not yet effective: Effective for accounting periods beginning on or after 1 January 2011 1 July 2010 1 July 2010 1 January 2011
Related Party Disclosures Consolidated and Separate Financial Statements Business Combinations Financial Instruments: Disclosures
Except for FRS 24 (Revised) and FRS107 (Amendment), the adoption of the other amended standards will have no material impact on the financial statements in the period of initial application. The nature of the impending changes on adoption of FRS 24 (Revised) and FRS 107 (Amendment) is discussed below.
32 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
(ii)
(b)
Critical Accounting Estimates, Assumptions and Judgements The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the financial year. Although these judgements and estimates are based on historical experience and other relevant factors, including managements expectation of future events that are believed to be reasonable under the circumstances, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical accounting estimates and assumptions used that are significant to the financial statements, and areas involving a higher degree of judgement are summarised below: Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the financial year that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
On the disposal of a foreign operation, all of the accumulated currency translation differences in respect of that operation attributable to the Group are reclassified to profit or loss. Any currency translation differences that have previously been attributed to non-controlling interests are derecognised, but they are not reclassified to profit or loss. In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated currency translation differences are re-attributed to non-controlling interests and are not recognised in profit or loss.
36 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The carrying amounts of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The residual value, useful life and depreciation method are reviewed annually to ensure that the method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of plant and equipment. Plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the plant and equipment is included in profit or loss in the year the plant and equipment is derecognised. (f) Investments in Subsidiaries In the Companys separate financial statements, investments in subsidiaries are accounted for at cost less any impairment losses. An assessment of investments in subsidiaries is performed when there is an indication that the investments may have been impaired. On disposal of investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investment is recognised in profit or loss. (g) Club Membership Club membership is stated at cost less any impairment losses.
Unrecognised deferred tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the statement of financial position date. (u) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the management who are responsible for allocating resources and assessing performance of the operating segments.
87 6 93
242 14 256
PROFIT BEFORE INCOME TAX Group 2010 S$000 This is arrived at after charging/(crediting): Cost of inventories recognised as an expense (included in cost of sales) Depreciation of plant and equipment included in: cost of sales administrative expenses Loss on disposal of plant and equipment Impairment of plant and equipment Operating lease expense Gain on de-registration of subsidiary (Write-back of)/Allowance for inventory obsolescence (Gain)/Loss on foreign exchange 2009 S$000
There were no non-audit fees paid/payable to the Companys auditors during the financial year ended 31 December 2010 (2009: Nil).
RADIANCE GROUP LIMITED ANNUAL REPORT 2010 43
The income tax expense on the profit before income tax varies from the amount of income tax expense determined by applying the applicable tax rates in each jurisdiction the Group operates due to the following factors: Group 2010 S$000 Profit before income tax Income tax expense calculated at applicable tax rates Non-deductible items Non-taxable income Deferred tax assets not recognised Withholding tax Cash tax rebate with regard to prior year 8,501 2,001 113 (32) 469 202 (31) 2,722 2009 S$000 2,506 586 214 587 103 (68) 1,422
The corporate tax rate applicable to the Company and those subsidiaries of the Group incorporated in Singapore is 17% (2009: 17%). In March 2007, the Enterprise Income Tax Law (EIT), effective 1 January 2008, was adopted at the Fifth Session of the Tenth National People Congress of the Peoples Republic of China (PRC) to unify income tax rates on domestic and foreign enterprises, including new preferential tax policies and tax deduction policies. Income tax rates for domestic and foreign enterprises are unified and set at 25%. Foreign enterprises that are enjoying preferential tax rates under the previous tax regime are given a 5-year transitional period before the new rate applies. The transitional tax rates, which are applicable to the subsidiaries of the Group in the PRC, based on calendar year are as follows: 2008 2009 2010 2011 2012 18% 20% 22% 24% 25%
263,771 2.19
263,771 0.41
Machinery & equipment S$000 Group 2010 Cost Balance as at 1 January 2010 Currency realignment Additions Disposals Balance as at 31 December 2010 Accumulated depreciation Balance as at 1 January 2010 Currency realignment Depreciation charge Disposals Balance as at 31 December 2010 Net book value Balance as at 31 December 2010 2009 Cost Balance as at 1 January 2009 Currency realignment Additions Disposals Impairment of plant and equipment Balance as at 31 December 2009 Accumulated depreciation Balance as at 1 January 2009 Currency realignment Depreciation charge Disposals Balance as at 31 December 2009 Net book value Balance as at 31 December 2009
Renovations S$000
Total S$000
2,866
176
295
3,337
3,945
143
487
61
4,636
As at 31 December 2010, the net book value of the Groups motor vehicles in respect of which hire purchase instalments are outstanding amounted to S$172,000 (2009: S$299,000).
46 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
Total S$000
16 2 (5) 13
8 5 (5) 8
172
177
13 7 (4) 16
2 6 8
113 54 167
115 60 175
299
307
As at 31 December 2010, the net book value of the Companys motor vehicles in respect of which hire purchase instalments are outstanding amounted to S$172,000 (2009: S$299,000).
Details of the subsidiaries as at the end of the financial year are as follows: Percentage of equity held by the Company 2010 2009 % %
Held by the Company Radiance Manufacturing Pte Ltd(1) Singapore Radiance Cayman Ltd(2) Cayman Islands Radiance Electronics (Shenzhen) Co., Ltd(5) PRC Sino-Brilliant Energy Pte Ltd(1) Singapore
Trading and investment holding Singapore Marketing and promotion Cayman Islands Electronics manufacturing services PRC Investment holding Singapore
100 100
100 100
19,694 #
19,694 #
100 100
100 100
Held by a Subsidiary Radiance Electronics (Shanghai) Co., Ltd(3)(5) PRC Radiance Energy Technology Co., Ltd(4)(5) PRC
100
100
100
100
Capital Commitment and Deregistration of RET Radiance Energy Technology Co., Ltd (RET), a wholly-owned subsidiary of Sino-Brilliant Energy Pte Ltd (SBE), was incorporated with a registered capital of RMB50,000,000 to be fully paid up by 2010. As at 31 December 2010, SBE had invested approximately RMB31,000,000 (equivalent to S$6,530,000) in RET. SBE has applied for the exemption from fulfilling the outstanding capital commitment of approximately RMB19,000,000 with the relevant PRC authorities and the application was approved subsequent to the financial year end. At the date of these financial statements, RET is undergoing deregistration. However, the deregistration of RET cannot be completed before the Proceedings (see Note 25) are resolved. Moreover, the Beijing Administration for Industry and Commerce may, at its discretion, require RET to pay a fine to be determined by reference to the time delayed in finalising the deregistration to a maximum of RMB100,000 (approximately S$20,000) upon the submission of the final application by RET for deregistration. No provision has been made in the financial statements for the potential fine as the Board of Directors is of the view that the amount involved is not material. 12 DUE FROM SUBSIDIARIES Company 2010 S$000 Due from subsidiaries 1,409 2009 S$000 5,436
The amounts due from subsidiaries are non-trade in nature, unsecured, interest-free and are repayable on demand, and will be settled in cash.
Analysis of allowance for inventory obsolescence: Balance at the beginning of the year Currency realignment (Write-back of)/Allowance recognised for the year Balance at the end of the year
The previous allowance for inventory obsolescence recognised has been reversed, amounting to approximately S$800,000 (2009: Nil), as a result of a change in the estimate of the future demand of the Groups products based on a review carried out by the Board of Directors as at the year end. 14 TRADE RECEIVABLES Group 2010 S$000 Trade receivables Related party Third parties Less: Impairment of trade receivables (Note 28(b)(ii)) 2009 S$000
The amount due from a related party is unsecured, interest-free and repayable on normal trade terms and in cash.
61 27 88 32 120
16
CASH AND CASH EQUIVALENTS Group 2010 S$000 Cash and bank balances Fixed deposits 20,109 9,006 29,115 2009 S$000 23,380 5,808 29,188 2010 S$000 68 68 Company 2009 S$000 235 235
The fixed deposits mature on varying short-term periods and earned interest ranging from 0.06% to 1.71% (2009: 0.02% to 3.00%) per annum during the financial year. For the purpose of presentation in the consolidated statement of cash flows, the consolidated cash and cash equivalents comprise the following: Group 2010 S$000 Cash and bank balances Fixed deposits Less: Restricted cash Cash and cash equivalents per the consolidated statement of cash flows 20,109 9,006 29,115 (8,448) 20,667 2009 S$000 23,380 5,808 29,188 (4,355) 24,833
Restricted cash includes fixed deposits amounted to S$3,858,000 (2009: S$4,355,000) pledged with the banks for loans granted to the Group (see Note 21) and bank balances of S$4,590,000 which are subject to the Preservation Order (see Note 25).
28,553 28,553
Movements in reserves for the Group are set out in the consolidated statement of changes in equity. Capital Reserve In accordance with the relevant laws and regulations of the PRC, the subsidiaries of the Group in the PRC are required to set aside a statutory reserve fund by way of appropriation of 10% of their profit after tax as reported in the PRC statutory financial statements each year. The statutory reserve fund may be used to offset any accumulated losses or increase the registered capital of the subsidiaries, subject to approval from the relevant PRC authorities. The appropriation is required until the cumulative total of the statutory reserve fund reaches 50% of the subsidiarys registered capital. The statutory reserve is not available for dividend distribution to shareholders.
52 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
Minimum lease payments 2010 S$000 Group and Company Amount payable under hire purchase: Within 1 year Between 2 to 5 years Total minimum lease payments Less: Future finance charges Present value of minimum lease payments Less: Repayable within 1 year included under current liabilities Repayable between 2 to 5 years included under non-current liabilities
54 54 (1) 53
53 53 53
(53)
(102) 98
The effective interest rate for the Companys hire purchase arrangements was 5.43% (2009: 5.37% to 5.43%) per annum during the financial year.
The amount due to a related party is unsecured, interest-free, and is repayable on demand. 21 BORROWINGS Group 2010 S$000 Current Secured Unsecured Total 2009 S$000 2010 S$000 Company 2009 S$000
3,858 59 3,917
3,700 45 3,745
3,700 3,700
The secured loan outstanding as at 31 December 2010 is secured over a subsidiarys bank deposit of US$3,000,000 (see Note 16) and incurred interest at 0.90% (2009: 2.56% to 2.93%) per annum during the financial year. The secured loan outstanding as at 31 December 2009 was fully repaid during the financial year. The unsecured loan outstanding, which is equivalent to US$46,000, is secured on a corporate guarantee from the Company and incurred interest at a rate of 3.68% (2009: 3.40%) per annum during the financial year. The loan was subsequently repaid in full in February 2011.
(b)
Employee Share Options The Radiance Electronics Share Option Scheme 2003 (the Scheme) of the Company was approved and adopted by shareholders at an Extraordinary General Meeting held on 25 April 2003. The Scheme is administered by the Companys Remuneration Committee (the Committee). Information regarding the Scheme is as follows: The exercise price of the options (Market Price Option), at the Committees discretion, may be set at a price (the Market Price) equal to the weighted average share price of the shares for the last trading day immediately preceding the relevant date of the grant of the option or the nominal value of the shares, whichever is greater, or at a discount to the Market Price (Discounted Option), subject to a maximum discount of 20%. The options may be exercised after 1 year after the grant for a Market Price Option and 2 years for a Discounted Option. The options granted will expire after 5 years for non-executive directors and 10 years for the employees including executive directors of the Group. No Discounted Options have been granted.
No share options were granted during the financial year (2009: Nil) and there were no outstanding share options as at 31 December 2010 (2009: Nil).
(16,587) 6 (299) 65
1,038 92
842 1,012
240
240 240
For management purposes, the Group is organised into business segments based on their products as the Groups risks and rates of return are affected predominantly by differences in the products produced. Each product segments represents a strategic business unit and management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. The accounting policies of the reportable segments are the same as the Groups accounting policies discussed in Note 3. Segment results represent the profit earned by each segment without allocation of finance income/costs and taxation. Assets of the Group are organised interchangeably between the different segments and there is no reasonable basis to allocate liabilities of the Group between the different segments. Accordingly, assets and liabilities of the Group are disclosed as unallocated in the segment information. Segment revenue includes transfers between operating segments. Such transfers are accounted for at competitive market prices charged to unaffiliated customers for similar goods. The transfers are eliminated on consolidation. No operating segments have been aggregated to form the following reportable operating segments.
85,218 85,218 8,455 139 (93) (2,722) 5,779 1,238 495 (800)
337 337 30
Plant and equipment purchased by the Group are used interchangeably in the manufacture of the different product categories. Accordingly, additions to plant and equipment and depreciation of plant and equipment are disclosed unallocated in this segment reporting.
Asean S$000 2010 Total revenue from external customers Non-current assets 2009 Total revenue from external customers Non-current assets (c) Information about Major Customers
Europe S$000
Group S$000
16 289
16,134
62,027
7,041 3,130
85,218 3,419
425
9,534
80,900
21,742 4,293
112,176 4,718
Included in revenue arising from the Satellite Communications and Other Products segments of S$84,759,000 (2009: S$111,839,000) are sales of approximately S$58,752,000 (2009: S$84,218,000) which are sales to the Groups 2 largest customers.
39 4 43
3 3
Financial liabilities Borrowings Obligations under hire purchase Trade and other payables
Net financial assets/(liabilities) Less: Net financial liabilities/(assets) denominated in the Groups entities functional currency Currency exposure
1,008 (20)
(24,578) 33
(4,376) (3,094)
(339)
(60)
(27,946) (3,480)
36 36
3 3
Financial liabilities Term loans Obligations under hire purchase Trade and other payables
Net financial assets/(liabilities) Less: Net financial liabilities/(assets) denominated in the Groups entities functional currency Currency exposure
4,272 (42)
(27,307) 6
(5,144) (2,743)
(184)
(28,179) (2,960)
2 (2)
(155) 155
(137) 137
(17) 17
(9) 9
The Groups trade receivables that are impaired at the date of the statement of financial position and the movement of the allowance account used to record the impairment is as follows: Group 2010 S$000 Trade receivables Less: Allowance for impairment 4,911 (4,911) 5,366 (455) 4,911 2009 S$000 5,366 (5,366) 5,495 (129) 5,366
Balance at the beginning of the year Currency realignment Balance at the end of the year (Note 14)
66 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
2009 Trade and other payables Borrowings Obligations under hire purchase
101 101
1,132 53 1,185
1,132 54 1,186
1,132 54 1,186
101 101
1,286
1,405
As the Group was in a net cash position as at 31 December 2010 and 2009, the disclosure on net-debt-toequity ratio is not meaningful.
68 RADIANCE GROUP LIMITED ANNUAL REPORT 2010
Shareholders Information
SHAREHOLDERS INFORMATION AS AT 15 MARCH 2011 Number of shares issued Class of shares Voting rights : : : 263,771,400 Ordinary shares One vote per share
DISTRIBUTION OF SHAREHOLDINGS Size of Shareholdings 1 999 1,000 10,000 10,001 1,000,000 1,000,001 and above No. of Shareholders 48 123 444 20 635 % 7.56 19.37 69.92 3.15 100.00 No. of Shares 19,644 540,000 40,969,939 222,241,817 263,771,400 % 0.01 0.20 15.53 84.26 100.00
TREASURY SHARES Pursuant to Rule 1207(9)(f) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Company does not hold any treasury shares. TWENTY LARGEST SHAREHOLDERS No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Name of Shareholders Kim Eng Securities Pte. Ltd. Phillip Securities Pte Ltd OCBC Securities Private Ltd Bank of China Nominees Pte Ltd Boon Suan Lee United Overseas Bank Nominees Pte Ltd Bank of East Asia Nominees Pte Ltd UOB Kay Hian Pte Ltd HSBC (Singapore) Nominees Pte Ltd Hong Leong Finance Nominees Pte Ltd Lim & Tan Securities Pte Ltd Ng Choon Ngoi @ Ng Choon Ngo CIMB Securities (Singapore) Pte Ltd DBS Vickers Securities (S) Pte Ltd Neo Hock Tien or Goh Peck Hoon Neo Keng Lim Xu Ming Koh Jiak Chuang or Heng Boon Choo Tan Tien Seng Steven Ng Cheong Lian Total No. of Shares 149,627,093 16,833,800 9,562,500 6,696,000 6,688,000 5,039,800 4,070,000 3,388,800 2,500,000 2,354,824 2,353,000 2,199,000 1,983,000 1,564,000 1,406,000 1,359,000 1,265,000 1,182,000 1,100,000 1,070,000 222,241,817 % 56.73 6.38 3.63 2.54 2.54 1.91 1.54 1.28 0.95 0.89 0.89 0.83 0.75 0.59 0.53 0.52 0.48 0.45 0.42 0.41 84.26
Shareholders Information
SUBSTANTIAL SHAREHOLDERS (As recorded in the Register of Substantial Shareholders) Direct Interest Vistra Corporate Services Limited as Trustee of The Pacific Trust Prospect China Limited 148,527,093 14,000,000 % 56.31 5.31 Deemed Interest %
SHAREHOLDINGS HELD IN THE HANDS OF PUBLIC Based on the information available and to the best knowledge of the Company, as at 15 March 2011, approximately 38.01% of the issued ordinary shares of the Company are held by the public. Accordingly, the Company has complied with Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited.
2.
Mr Anthony Brian Taylor will, upon re-election as a Director of the Company, remain as the Chairman of the Board and a member of the Nominating Committee. Mr John Lim Yew Kong will, upon re-election as a Director of the Company, remain as Lead Independent Director, Chairman of the Audit Committee and a member of the Remuneration and Nominating Committees respectively and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. 3. To approve the payment of Directors fees of S$158,230 for the year ended 31 December 2010 (FY2010) (2009: S$127,500). (Resolution 6) To approve the payment of Directors fees of S$280,000 for the year ending 31 December 2011 (FY2011), to be paid quarterly, at the end of each calendar quarter. [See Explanatory Note (i)] (Resolution 7) To re-appoint Moore Stephens LLP as the Companys Auditors and to authorise the Directors to fix their remuneration. (Resolution 8) To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
4.
5.
6.
(b)
and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force (i) until the conclusion of the Companys next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of such convertible securities. [See Explanatory Note (ii)] (Resolution 9)
(b)
(c)
(d)
Yvonne Choo Lim Keng San Shirley Company Secretaries Singapore 11 April 2011
(ii)
(iii)
(iv)
Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney. The instrument appointing a proxy must be deposited at the registered office of the Company at 9 Temasek Boulevard, #32-02A Suntec Tower Two, Singapore 038989 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
2.
3.
Appendix A
1.2
2. 2.1
2.2 2.3
Appendix A
3. 3.1 BACKGROUND AND RATIONALE FOR THE IPT MANDATE The Group, through its subsidiary, Radiance Shanghai, has been providing electronics manufacturing services on a recurring basis to GIL since 1999, pursuant to the terms contained in the Manufacturing Agreement. Radiance Manufacturing, Radiance Shanghai and GIL entered into a new manufacturing agreement on 27 January 2011 (New Manufacturing Agreement) to continue the electronics manufacturing services to replace the existing Manufacturing Agreement which was to have expired on 30 March 2011. The terms of the New Manufacturing Agreement are substantially similar to the Manufacturing Agreement save that Radiance Manufacturing is also a party to the New Manufacturing Agreement and assumes the role of seller to enter into the Interested Person Transactions with GIL within the scope of the IPT Mandate, whereas Radiance Shanghai assumes the role of a subcontractor who will carry out the actual electronics manufacturing services. GIL is the main customer of the Group in respect of the Groups provision of electronics manufacturing services of components for satellite communications products, and the Group is the main appointed vendor of the satellite communications products to GIL. Under the existing IPT Mandate, orders from GIL are sent to Radiance Shanghai by way of purchase orders. Under the terms of the New Manufacturing Agreement, purchase orders will be sent to Radiance Manufacturing; however the actual electronics manufacturing services will continue to be provided by Radiance Shanghai as a sub-contractor. Such electronics manufacturing services include the manufacture of components for satellite communications products such as low noise block converters and satellite signal distribution equipment and accessories such as multiswitches, high isolation switches, booster splitters and distribution amplifiers. As the components manufactured for GIL are highly customised and specific for GILs purposes, the Group does not sell any of such components to non-interested third parties. It is envisaged that in the ordinary course of business, transactions between the Group and the GIL Group are likely to continue to occur frequently. Such transactions would include, but are not limited to, the provision of goods and services in the ordinary course of business of the Group to the GIL Group. These transactions occur frequently and constitute a core component of the Groups business. In view of the time-sensitive nature and the frequency of commercial transactions between the Group and GIL Group, obtaining a renewal of the IPT Mandate pursuant to Chapter 9 of the Listing Manual will enable: (a) (b) the Company; and subsidiaries of the Company (excluding subsidiaries listed on the SGX-ST or an approved exchange)
3.2
3.3
3.4
3.5
or any of them, in the ordinary course of their business, to enter into the categories of transactions set out in Section 4 below with the specified Interested Person as set out in Section 5 below which are necessary for the day-to-day operations of the Group, provided such Interested Person Transactions are carried out on an arms length basis and made on normal commercial terms.
Appendix A
3.6 Benefits to Shareholders (a) The IPT Mandate will eliminate the need for the Company to announce, or to announce and convene separate general meetings on each occasion to seek Shareholders prior approval for the entry by the Group into, such Interested Person Transactions. This will substantially reduce the expenses associated with the convening of general meetings (including the engagement of external advisers and preparation of documents) on an ad hoc basis, improve administrative efficacy considerably, and allow manpower resources and time to be channelled towards attaining the Groups business objectives. The IPT Mandate is intended to facilitate transactions in the normal course of business of the Group which are transacted from time to time with the GIL Group, provided that they are carried out on an arms length basis and on normal commercial terms, and are not prejudicial to the interests of the Company and its minority Shareholders.
(b)
4. 4.1
SCOPE OF THE IPT MANDATE The Group envisages that in the ordinary course of their business, transactions between the Group and the GIL Group are likely to occur frequently. Such transactions would be limited to transactions stated in Section 3.4. For the avoidance of doubt, there will be no sale or purchase of any assets, undertakings or businesses within the scope of the IPT Mandate. The IPT Mandate will not cover any transactions by a member in the Group with an Interested Person that is below S$100,000 in value as Chapter 9 of the Listing Manual provides that such transactions be excluded from the threshold and aggregation requirements of Chapter 9. Transactions with other Interested Persons (other than the GIL Group) that do not fall within the ambit of the IPT Mandate will be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or other applicable provisions of the Listing Manual. CLASS OF INTERESTED PERSON The IPT Mandate applies to the Interested Person Transactions (as described in Section 3 above) which are carried out with the GIL Group1.
4.2
4.3
4.4
5.
As The Pacific Trust is a discretionary trust for the benefit of, inter alia, all bona fide employees of any member of the GIL Group (which currently includes directors and shareholders of GIL), the SGX-ST is of the view that GIL is not wholly independent of The Pacific Trust and therefore, although GIL is not an Associate of The Pacific Trust as defined under the Listing Manual, it is an Interested Person for the purposes of Rule 904(4) of the Listing Manual.
Appendix A
6. 6.1 GUIDELINES AND REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS Review Procedures for the Provision of Electronics Manufacturing Services to GIL Group The Group has internal procedures in place to ensure that the Interested Persons Transactions are undertaken on an arms length basis and on normal commercial terms which are no more favourable to the Interested Person than those extended to unrelated third parties and are in the interest of the Company and are not prejudicial to the interests of the Company and its minority Shareholders. In particular, the following review procedures have been and shall continue to be implemented: (a) Transactions entered into by the Group with the GIL Group, approved by the relevant approving authority (as identified in the table below) are to be carried out on prevailing market rates or prices, on terms which are no more favourable to the GIL Group than commercial terms which the Group would extend to unrelated third parties for the provision of similar electronics manufacturing services. The relevant approving authority will consider whether the pricing of the transaction is in accordance with the Groups usual business practices and pricing policies.
(b)
The General Manager will conduct an estimated costing of the electronics manufacturing service or product to be provided or sold and a mark-up on the cost will be made when providing the quote to the Interested Person. In determining the mark-up, the margin achieved will be comparable to margins achieved when providing similar electronics manufacturing services to unrelated third parties. In reviewing the prices and terms, all pertinent factors including but not limited to, prevailing market conditions, quantity, volume, material and labour consumption, customer requirements, product specifications, duration of contract, strategic purpose of the transaction or the resources available to the Group will be taken into consideration. If the relevant approving authority has any interest in the transaction, then he/she shall not be involved in the decision making process. Each purchase order between the Group and the GIL Group in relation to the provision of electronics manufacturing services of satellite communications components will be monitored as an individual transaction and, based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an Interested Person or its Associate) and does not have any interest, whether direct or indirect, in relation to the transaction as follows: Approval Limits < 3% of latest audited NTA 3% of latest audited NTA Relevant Approving Authority General Manager (not being an Associate of the Interested Person) Audit Committee
The above approval limits have been arrived at by the Group after taking into consideration the nature and size of the transactions, so as to provide for business efficiency and at the same time ensure that material transactions with the Interested Person are reviewed and approved by the Audit Committee. In reviewing and approving transactions equal or exceeding 3% of the Groups latest audited NTA, the Audit Committee will consider the estimated costing and the mark-up described above in respect of the electronics manufacturing service or product to be provided or sold. All transactions will be properly documented and a quarterly report will be forwarded to the Audit Committee for its review and approval.
Appendix A
6.2 Register of Interested Person Transactions The Company will maintain a register of all Interested Person Transactions carried out with the GIL Group pursuant to the IPT Mandate which shall include all information pertinent to the evaluation of the Interested Person Transactions such as, but not limited to, the amount of the Interested Person Transactions, the basis for determining the transaction prices and supporting evidence and quotations obtained to support such basis. The register of Interested Person Transactions shall be prepared, maintained and monitored by personnel of the Company (not being an Associate of the Interested Person) who are duly delegated to do so by the Audit Committee, and shall be reviewed by internal auditors on an annual basis. 6.3 Internal/External Auditors The Companys internal audit plan incorporates a review of all transactions entered into in the relevant financial year pursuant to the IPT Mandate to ensure that the relevant approvals have been obtained and the review procedures in respect of such transactions had been adhered to. Such compliance review will be performed by the internal auditors, being an external audit firm appointed or to be appointed by the Company, on an annual basis and the annual report on such transactions will be forwarded to the Audit Committee. The internal auditors shall assist the Audit Committee in the review, and carry out such tests as they deem necessary on the Interested Person Transactions entered into pursuant to the IPT Mandate. As part of the Companys annual audit, external Auditors will review the Interested Person Transactions on a sampling basis. The external Auditors will report to the Audit Committee in the event of any non-compliance based on the audit sample. 6.4 Review by the Audit Committee As mentioned in Section 6.3 above, the Audit Committee shall review these annual internal audit reports on Interested Person Transactions to ascertain that the established review procedures to monitor Interested Person Transactions have been complied with. If during these annual reviews by the Audit Committee, the Audit Committee is of the view that the review procedures as stated above have become inappropriate or insufficient in light of changes to the nature of or the manner in which the business activities of the Company are conducted, in order to ensure that the mandated Interested Person Transactions will be conducted based on the Companys normal commercial terms and hence, will not be prejudicial to the interests of the Company and its minority Shareholders, the Company will then revert to Shareholders for a fresh mandate based on new guidelines and review procedures for transactions to be entered into with the Interested Person to ensure that the Interested Person Transactions will be on an arms length basis and on normal commercial terms. During the period prior to obtaining a fresh mandate from the Shareholders, all Interested Person Transactions, including those covered under the IPT Mandate, will be subject to prior review and approval by the Audit Committee. If any member of the Audit Committee has an interest in a transaction, he shall abstain from participating in the review and approval process in relation to that transaction.
Appendix A
7. VALIDITY PERIOD OF THE IPT MANDATE The IPT Mandate will take effect from the passing of the Proposed Resolution, and will (unless revoked or varied by the Company in general meeting) continue in force until the next AGM of the Company. Approval from the Shareholders will be sought for the renewal of the IPT Mandate at the next AGM and at each subsequent AGM of the Company, subject to satisfactory review by the Audit Committee of its continued application to the transactions with the GIL Group. 8. DISCLOSURE IN THE ANNUAL REPORT The Company will announce the aggregate value of transactions conducted with the GIL Group pursuant to the IPT Mandate for the relevant financial periods which the Company is required to report on pursuant to the Listing Manual and within the time required for the announcement of such reports. Disclosure will also be made in the Companys annual report of the aggregate value of transactions conducted with the GIL Group pursuant to the IPT Mandate during the financial year, and in the annual reports for subsequent financial years that the IPT Mandate continues in force, in accordance with the requirements of Chapter 9 of the Listing Manual. The name of the Interested Person and the corresponding aggregate value of the Interested Person Transactions will be presented in the following format: Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than S$100,000 and transactions conducted under shareholders mandate pursuant to Rule 920 of the Listing Manual)
Aggregate value of all interested person transactions conducted under shareholders mandate pursuant to Rule 920 of the Listing Manual (excluding transactions less than S$100,000)
DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS As at the Latest Practicable Date, none of the Directors hold any Shares in the Company. The interests of the substantial Shareholders of the Shares, as recorded in the Companys Register of Substantial Shareholders as at the Latest Practicable Date, are as follows: Name of Substantial Shareholder Vistra Corporate Services Limited as trustee of The Pacific Trust(2) Prospect China Limited
Notes: (1) (2) Based on 263,771,400 Shares as at the Latest Practicable Date. Mr Anthony Brian Taylor, Mr Gary Patrick Stafford and Mr Malcolm John Burrell, who are Directors of the Company, are also employees of GIL and are therefore part of the class of beneficiaries of The Pacific Trust.
Direct Interest
%(1)
Deemed Interest
%(1)
148,527,093 14,000,000
56.31 5.31
Appendix A
10. STATEMENT OF THE AUDIT COMMITTEE The Audit Committee has reviewed the terms of the IPT Mandate and is satisfied that the review procedures for mandated Interested Person Transactions, as well as the annual reviews to be made by the Audit Committee in relation thereto, are sufficient to ensure that Interested Person Transactions with GIL will be entered into in accordance with the Companys normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 11. INDEPENDENT DIRECTORS RECOMMENDATION Having fully considered the rationale set out in Section 3 of this Appendix A, the Directors who are deemed to be independent in relation to the proposed renewal of the IPT Mandate, namely, Mr John Lim Yew Kong, Mr Cosimo Borrelli and Mr Dali Kumar @ Dali Bin Sardar (Independent Directors) unanimously believe that the proposed renewal of the IPT Mandate is in the interests of the Company. The Independent Directors of the Company are of the unanimous opinion that the review procedures for determining transaction prices as stated in Section 6 for mandated Interested Person Transactions, as well as the annual reviews to be made by the Audit Committee in relation thereto, are sufficient to ensure that Interested Person Transactions will be made with the GIL Group on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. Accordingly, they unanimously recommend that Shareholders vote in favour of the Proposed Resolution. 12. ACTION TO BE TAKEN BY SHAREHOLDERS If a Shareholder is unable to attend the AGM and wishes to appoint a proxy or proxies to attend and vote on his behalf, he should complete, sign and return the accompanying Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company at 9 Temasek Boulevard, #32-02A Suntec Tower Two, Singapore 038989, not less than 48 hours before the time appointed for holding the AGM. The completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting in person at the AGM if he subsequently wishes to do so. A Depositor shall not be regarded as a Shareholder entitled to attend the AGM and to speak and vote thereat unless he is shown to have Shares entered against his name in the Depository Register, as certified by CDP as at 48 hours before the AGM. 13. ABSTAINING FROM RECOMMENDATIONS AND VOTING GIL and The Pacific Trust has undertaken to ensure that their respective Associates will abstain from voting on the board resolution in connection with the proposed renewal of the IPT Mandate herein. Mr Anthony Brian Taylor, Mr Gary Patrick Stafford and Mr Malcolm John Burrell, being executive directors of GIL, are deemed to be interested in the outcome of the proposed renewal of the IPT Mandate. Accordingly, Mr Anthony Brian Taylor, Mr Gary Patrick Stafford and Mr Malcolm John Burrell shall abstain from voting on the board resolution in connection with the proposed renewal of the IPT Mandate herein. In addition, Mr Anthony Brian Taylor, Mr Gary Patrick Stafford and Mr Malcolm John Burrell have not voted and will also refrain from voting on the review and approval of any Interested Person Transactions with GIL.
Appendix A
The Pacific Trust, being interested in the proposed renewal of the IPT Mandate, will abstain from voting at the AGM in connection with the Proposed Resolution in respect of its Shares. Save as disclosed herein, none of the Directors or substantial Shareholders of the Company has any interest, direct or indirect, in the Interested Person Transactions. 14. DOCUMENTS FOR INSPECTION Copies of the annual report of the Company for FY2010 may be inspected at the registered office of the Company during normal office hours up to and including the date of the AGM. 15. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this Appendix A and confirm that, after having made all reasonable enquiries, to the best of their knowledge and belief, the facts stated and opinions expressed in this Appendix A are accurate and fair in all material respects as at the date of this Appendix A and that there are no other material facts, the omission of which would make any statement in this Appendix A misleading in any material respect.
Appendix A
APPENDIX A-1 In this Appendix, the following definitions apply throughout unless otherwise stated: AGM Associate : : The annual general meeting of the Company In the case of a company: (a) In relation to any director, chief executive officer, substantial shareholder or Controlling Shareholder (being an individual) means: (i) his immediate family; (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more (b) In relation to a substantial shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
Associated Companies
Companies in which at least 20% but not more than 50% of its shares are held by the Company, and such associated companies are not listed on the SGX-ST or an approved exchange provided that the Company or the Company and its Interested Person, has control over the associated companies The auditors of the Company for the time being The audit committee of the Company, consisting of Mr John Lim Yew Kong, Mr Dali Kumar @ Dali Bin Sardar and Mr Cosimo Borrelli The Central Depository (Pte) Limited Radiance Group Limited A person who (a) holds directly or indirectly 15% or more of the nominal amount of all voting shares in a company; or (b) in fact exercises control over the company Shall have the meaning ascribed to them under section 130A of the Companies Act, Chapter 50 of the statutes of the Republic of Singapore Shall have the meaning ascribed to them under section 130A of the Companies Act, Chapter 50 of the statutes of the Republic of Singapore The directors of the Company as at the Latest Practicable Date
: :
: : :
Depositor
Depository Register
Directors
Appendix A
: : : : :
Financial year ended 31 December Global Invacom Limited GIL and its subsidiaries The Company and its subsidiaries In the context of this Appendix A, this means the directors who are deemed to be independent in relation to the proposed IPT Mandate, namely, Mr John Lim Yew Kong, Mr Cosimo Borrelli, and Mr Dali Kumar @ Dali Bin Sardar Shall have the meaning ascribed to it in the Listing Manual as amended from time to time Shall have the meaning ascribed to it in the Listing Manual as amended from time to time The general mandate for the purposes of Chapter 9 of the Listing Manual, for the companies within the Group or any of them, to enter into the Interested Person Transactions, provided that such transactions are on an arms length basis, on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders The latest practicable date prior to the printing of this Appendix A, being 31 March 2011 The listing manual of the SGX-ST The agreement entered into between GIL and Radiance Shanghai dated 1 April 2008 containing the general terms and conditions that govern Radiance Shanghais provision of electronics manufacturing services to GIL Net tangible assets Ordinary Resolution number 11 as set out in the Notice of Annual General Meeting of the Company dated 11 April 2011, relating to the renewal of the IPT Mandate Radiance Manufacturing Pte Ltd Radiance Electronics (Shanghai) Co., Ltd Securities accounts maintained by a Depositor with CDP but does not include securities sub-accounts Singapore Exchange Securities Trading Limited
Interested Person
: :
: :
: : :
SGX-ST
Appendix A
Shareholders
Registered holders of the Shares except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors into whose Securities Accounts those Shares are credited. Any reference to Shares held by Shareholders shall include Shares standing to the credit of the respective Shareholders Securities Accounts Ordinary shares in the capital of the Company A discretionary trust established on 15 July 2010 in Jersey, the United Kingdom Singapore dollars and cents respectively, unless otherwise stated Per centum
: :
: :
PROXY FORM
(Please see notes overleaf before completing this Form)
IMPORTANT: 1. For investors who have used their CPF monies to buy Radiance Group Limiteds shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to vote should contact their CPF Approved Nominees.
*I/We, of being a member/members of RADIANCE GROUP LIMITED (the Company), hereby appoint: Name Address NRIC/Passport No. Proportion of Shareholdings No. of Shares %
and/or (delete as appropriate) Name Address NRIC/Passport No. Proportion of Shareholdings No. of Shares %
or failing *him/her, the Chairman of the Meeting as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held on Wednesday, 27 April 2011 at 10.00 a.m. and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the *proxy/proxies will vote or abstain from voting at *his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. (Please indicate your vote For or Against with a tick [] within the box provided.) No. Resolutions relating to: 1 2 3 4 5 6 7 8 9 10 11 Directors Report and Audited Accounts for the year ended 31 December 2010 Re-election of Mr Anthony Brian Taylor as a Director Re-election of Mr Gary Patrick Stafford as a Director Re-election of Mr Malcolm John Burrell as a Director Re-election of Mr John Lim Yew Kong as a Director Approval of Directors fees for FY2010 amounting to S$158,230 Approval of Directors fees for FY2011 amounting to S$280,000 Re-appointment of Moore Stephens LLP as Auditors Authority to allot and issue new shares Authority to allot and issue shares under the Radiance Electronics Share Option Scheme 2003 Renewal of Shareholders Mandate for Interested Person Transactions For Against
Total Number of Shares in: (a) CDP Register (b) Register of Members Signature of Shareholder(s)/ and, Common Seal of Corporate Shareholder
No. of Shares
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 9 Temasek Boulevard, #32-02A Suntec Tower Two, Singapore 038989 not less than forty-eight (48) hours before the time appointed for the Meeting. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.
2.
3.
4.
5.
6.
General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at forty-eight (48) hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.