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ANNUAL REPORT 2014

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SHC CAPITAL ASIA LIMITED302 Orchard Road #10-01, Singapore 238862Tel: (65) 6715 9319 Fax: (65) 6733 4383

Contents01 Corporate Profile 02 Chairman’s Message04 Board of Directors06 Key Management07 Corporate Information08 Corporate Governance Report & Financial Contents51 Shareholding Statistics 53 Notice of Annual General Meeting Proxy Form

This annual report has been reviewed by the Company’s sponsor, CIMB Bank Berhad, Singapore Branch (“Sponsor”), for compliance with the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist. The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Ms Tan Cher Ting, Director, Investment Banking, CIMB Bank Berhad, Singapore Branch, at 50 Raffles Place, #09-01 Singapore Land Tower, Singapore 048623, Telephone: +65 6337 5115.

ANNUAL REPORT 2014SHC CAPITAL ASIA LIMITED 1

Corporate Profile

On 1 August 2014, SHC Capital Asia Limited (the “Company”)

completed the disposal of the entire issued and paid-up share

capital of SHC Insurance Pte. Ltd. (the “Disposal”).

Following the completion of Disposal, the Company ceased to

have any operating business and has become a cash company

under Rule 1017 of the Singapore Exchange Securities Trading

Limited Listing Manual Section B: Rules of Catalist.

On 27 March 2015, the Company has entered into a non-binding

memorandum of understanding to acquire 100% equity interest

in Tong Da Medical Limited for a purchase consideration of

approximately S$120 million, subject to fulfilment of certain

conditions (“Proposed Acquisition”). Please refer to the

Company’s announcement dated 27 March 2015 released

via SGXNET in relation to the Proposed Acquisition for further

details.

The Company will make the appropriate announcement(s) as

and when there are any material updates or developments in

relation to the Proposed Acquisition.

SHC Capital Asia Limited

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Chairman’s Message

The Company recorded a profit of S$66.561 million for FY2014, out of which

S$64.725 million is attributed to the gain on the sale of its insurance subsidiary.


Chairman’s Message

On behalf of the Board, I am pleased to present to you SHC Capital Asia Limited (the “Company”) Annual Report for the financial year ended 31 December 2014 (“FY2014”).

The Year In ReviewOn 1 August 2014, the Company completed the disposal of its wholly-owned subsidiary, SHC Insurance Pte. Ltd. to ERGO International AG for a consideration of S$117.340 million. The Company recorded a profit of S$66.561 million for FY2014, out of which S$64.725 million is directly attributed to the gain on the sale of its insurance subsidiary. The Company has since the close of the sale transaction, declared a special dividend of S$0.12 per ordinary share which returned S$36.718 million to shareholders. Your Board is also proposing the payment of a final dividend of S$0.09 per ordinary share amounting to S$27.538 million for FY2014. With the payment of the proposed final dividend, the Company would have returned a total of S$64.256 million back to shareholders, representing substantially the profit arising from the sale of the Company’s insurance subsidiary. The Board will continue to review the Company’s capital management policy and to consider the return of all surplus capital to shareholders as part of the on-going new business acquisition process.

Following the completion of the disposal, the Company ceased to have any operating subsidiaries or businesses and accordingly, the Company is rendered a cash company within the meaning of Rule 1017 of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist with effect from 1 August 2014.

On 27 March 2015, the Company has entered into a non-binding memorandum of understanding to acquire 100% equity interest in Tong Da Medical Limited for a purchase consideration of approximately S$120 million, subject to fulfilment of certain conditions (“Proposed Acquisition”). Please refer to the Company’s announcement dated 27 March 2015 released via SGXNET in relation to the Proposed Acquisition for further details.

The Company will make the appropriate announcement(s) as and when there are any material updates or developments in relation to the Proposed Acquisition.

AppreciationWith the completion of the sale of the insurance subsidiary, the Board of Directors and Committees were reconstituted on 1 August 2014, with four directors stepping down. On behalf of the Company, I would like to extend my thanks and appreciation to Messrs Adrian Peh Nam Chuan, Chua Kee Lock, Low Seow Juan and Tan Hup Foi for their contributions to the Company.

As part of the Board reconstitution process, we welcomed three new directors to the Board. They are Messrs Ng Fook Ai, Victor, Teo Eu Jin, Nicholas and Teo Hsi Leang. I thank them for taking up the challenges in joining me as directors together with Messrs Teo Soo Chew and Teo Chiang Khai. I look forward to working closely with our new Board.

Special mention and a big thank you must be accorded to our former Group Chief Executive Officer of the Company, Mr. Quek Sun Hui. His dedication, strong leadership and loyalty made it all possible for us to grow from strength to strength through the years. I would also like to thank the management team and employees of SHC Insurance Pte. Ltd. for their years of dedicated service leading to the success of the Company and I wish them well in all their future endeavors.

Last but not least, I would like to thank our shareholders, business associates and customers for their unwavering support during the past year.

Mr. Teo Soo KiatChairman and Interim Chief Executive Officer


Board of Directors

Mr. Teo Soo Kiat Chairman and Interim Chief Executive Officer

Mr. Teo Soo Kiat was appointed as a Non-Executive Director of the Company on 19 January 2012 upon its incorporation. He was appointed as the Non-Executive Chairman of the Board on 15 March 2012 and was last re-appointed as Director on 30 April 2013. Mr. Teo Soo Kiat was appointed as Interim Chief Executive Officer of the Company on 1 August 2014 following the completion of the disposal of the Company’s entire shareholding interest in SHC Insurance Pte. Ltd.. Mr. Teo is a member of the Nominating Committee of the Company. He is also the Executive Chairman of the See Hoy Chan Sdn. Berhad Group.

Mr. Teo Soo Kiat holds an MBA from Florida State University, US and a Bachelor of Science in Business Administration (Cum Laude) from Syracuse University. Starting his insurance career in the US with Johnson & Higgins of Washington Inc., Mr. Teo was with the company for over six years before moving on to acquire experiences in other areas. Mr. Teo Soo Kiat has accumulated more than 30 years of extensive experience in the areas of general insurance, property development and investment.

Mr. Teo Soo Chew Non-Executive and Non-Independent Director

Mr. Teo Soo Chew was appointed to the Board as a Non-Executive Director on 15 March 2012 and was last re-appointed as a Director on 30 April 2014. He is a member of Audit Committee and Remuneration Committee of the Company. Mr. Teo Soo Chew also holds the post of Director in the See Hoy Chan Sdn. Berhad Group.

Having graduated with a Bachelor of Economics degree from Flinders University of South Australia in 1972, Mr. Teo Soo Chew has since worked and gained extensive experience in the areas of general insurance, property development and investment. Mr. Teo was also a Director of the Singapore Reinsurance Corporation Limited till 2004.

From left to right back row: Mr. Teo Eu Jin, Nicholas, Mr. Teo Hsi Leang, Mr. Teo Chiang Khai, Mr. Teo Soo Chew

From left to right front row: Mr. Teo Soo Kiat, Mr. Ng Fook Ai, Victor


Board of Directors

Mr. Teo Chiang KhaiNon-Executive and Non-Independent Director

Mr. Teo Chiang Khai was appointed to the Board as a Non-Executive Director on 15 March 2012 and was last re-appointed as a Director on 30 April 2013. He holds a Bachelor of Engineering (Mechanical) degree from the South Australia Institute of Technology, now known as the University of South Australia. He is also a Director of the See Hoy Chan Sdn. Berhad Group.

With over 30 years of experience in the property sector including property development and management of properties, Mr. Teo Chiang Khai is equipped with expertise in the areas of feasibility studies and concept design, design development, tender, construction, testing and commissioning, defects management during the liability period, marketing and tenancy management, security and car park operations.

Pursuant to Article 99, Mr. Teo Chiang Khai will retire at the forthcoming Annual General Meeting and is being nominated for re-election as a Director.

Mr. Teo Hsi LeangNon-Executive and Non-Independent Director

Mr. Teo Hsi Leang was appointed to the Board as a Non-Executive Director on 1 August 2014. He is also a Director of the See Hoy Chan Sdn. Berhad Group since 2007 and is responsible for strategic and corporate planning.

Mr. Teo Hsi Leang holds a Bachelor of Business Degree from Edith Cowan University Australia. Pursuant to Article 81, Mr. Teo Hsi Leang will retire at the forthcoming Annual General Meeting and is being nominated for re-election as a Director.

Mr. Ng Fook Ai, VictorNon-Executive and Lead Independent Director

Mr. Ng Fook Ai, Victor was appointed to the Board as the Lead Independent Director on 1 August 2014. Mr. Ng is the Chairman of the Audit Committee and the Remuneration Committee of the Company. He also serves as a member of the Nominating Committee of the Company.

Mr. Ng Fook Ai, Victor is the chairman of 1 Rockstead GIP Fund Limited and the founder and executive chairman of New Climate Pte. Ltd., an investment company headquartered in Asia focused on investments in Greater China. Mr. Ng has founded and managed a number of China focused funds, including China Growth Opportunities, a £50 million UK-listed fund that focuses on private equity investment in China, and Changjiang Investment, a US$100 million fund focused on China. Mr. Ng is also an independent non-executive director

of SHC Investments Ltd (formerly known as The Nanyang Insurance Company Limited) (a related company of See Hoy Chan Sdn Berhad). Mr. Ng is currently an independent non-executive director of Sunshine 100 China Holdings Ltd, a company listed on the Main Board of the Stock Exchange of Hong Kong Limited, and MY E.G. Services Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad. Mr. Ng had also previously served as an independent director of Asia Power Corporation Limited, Devotion Energy Group Limited and SIIC Environment Holdings Ltd which are companies listed on the Main Board of the SGX-ST. Mr. Ng is also currently the Chairman of the Social Services Innovation and Productivity Council under the aegis of National Council of Social Services.

Mr. Ng was a Resource Person of the Singapore Government Parliamentary Committee (National Development) from 1984 to 1985 and the Singapore Government Parliamentary Committee (Defence and Foreign Affairs) from 1986 to 1988. He was also on the Board of the Public Transport Council of Singapore from 1988 to 1989. In 1992, Mr. Ng was conferred the Public Service Medal (PBM) (Community Services) by the President of the Republic of Singapore. He is currently a Patron at Chong Pang Citizen’s Consultative Committee.

Mr. Ng holds a Bachelor of Science (Economics) (Honours) and Master Science (Economics) from Birkbeck College, University of London. He was awarded the University of London Convocation Book Prize (First) and the Lord Hailsham Scholarship in 1974. Pursuant to Article 81, Mr. Ng Fook Ai, Victor will retire at the forthcoming Annual General Meeting and is being nominated for re-election as a Director.

Mr. Teo Eu Jin, NicholasNon-Executive and Independent Director

Mr. Teo Eu Jin, Nicholas was appointed to the Board as an Independent Director on 1 August 2014. Mr. Teo is the Chairman of the Nominating Committee of the Company and also serves as a member of the Audit Committee and the Remuneration Committee of the Company.

Mr. Teo Eu Jin, Nicholas is currently a partner at Kelvin Chia Partnership, a commercial law firm established in Singapore. Mr. Teo first started his practice in 1997 and joined the Corporate and Commercial Department of Kelvin Chia Partnership in 2001.

Mr. Teo holds a Bachelor of Law (Honours) degree from the Leicester University United Kingdom. After his appointment to the Board on 1 August 2014, Mr. Teo has also attended courses to understand the roles and responsibilities of a director of a listed company at the Singapore Institute of Directors.

Pursuant to Article 81, Mr. Teo Eu Jin, Nicholas will retire at the forthcoming Annual General Meeting and is being nominated for re-election as a Director.


Key Management

Mr. Teo Yiam Beng StevenInterim Chief Financial Officer

Mr. Teo Yiam Beng Steven was appointed as the Interim Chief Financial Officer of the Company on 1 August 2014 following the completion of the disposal of the Company’s entire shareholding interest in SHC Insurance Pte. Ltd.. Mr. Teo is responsible for the Company’s finance and general management.

Mr. Teo Yiam Beng Steven has extensive experience in corporate finance, audit and taxation. He was previously the financial controller of SHC Investments Ltd (formerly known as The Nanyang Insurance Company Limited) from 1987 to 1995 and was the general manager of the See Hoy Chan Sdn. Berhad Group from 1996 to 2001. Mr. Teo practices as a Public Accountant in Singapore over the last 12 years and is a fellow member of the Institute of Singapore Chartered Accountants, Association of Chartered Certified Accountants, CPA Australia and Singapore Institute of Accredited Tax Professionals.

Mr. Teo is currently a non-executive director of the See Hoy Chan Holdings Pte Ltd and SHC Technology (Singapore) Pte Ltd.


Corporate Information

Board Of DirectorsMr. Teo Soo Kiat Chairman and Interim Chief Executive OfficerMBA

Mr. Teo Soo ChewNon-Executive and Non-Independent Director B. Econs

Mr. Teo Chiang KhaiNon-Executive and Non-Independent Director B. Eng (Mech)

Mr. Teo Hsi LeangNon-Executive and Non-Independent Director B. Business

Mr. Ng Fook Ai, VictorNon-Executive and Lead Independent DirectorB. Sc. (Econs) (Hons)M.Sc. (Econs)

Mr. Teo Eu Jin, NicholasNon-Executive and Independent DirectorLLB (Hons)

Audit CommitteeMr. Ng Fook Ai, Victor (Chairman) Mr. Teo Soo ChewMr. Teo Eu Jin, Nicholas

Nominating CommitteeMr. Teo Eu Jin, Nicholas (Chairman)Mr. Teo Soo KiatMr. Ng Fook Ai, Victor

Remuneration CommitteeMr. Ng Fook Ai, Victor (Chairman) Mr. Teo Soo ChewMr. Teo Eu Jin, Nicholas

Registered Office302 Orchard Road#10-01 Singapore 238862Tel: (65) 6715 9319Fax: (65) 6733 4383

Company SecretaryMs. Chan Lai Yin, ACIS

Share RegistrarTricor Barbinder Share Registration Services(A division of Tricor Singapore Pte. Ltd.)80 Robinson Road #02-00 Singapore 068898Tel: (65) 6236 3333

AuditorsKPMG LLP16 Raffles Quay #22-00 Hong Leong BuildingSingapore 048581Partner: Jeya Poh Wan S/O K. Suppiah(With effect from the financial year ended 31 December 2012)


Corporate Governance Report & Financial Contents09 Corporate Governance Report22 Directors’ Report 26 Statement by Directors 27 Independent Auditors’ Report 28 Statement of Financial Position29 Statement of Comprehensive Income 30 Statement of Changes in Equity 31 Statement of Cash Flows 32 Notes to the Financial Statements

Corporate Governance Report

Report on Corporate Governance

The Board of Directors (the “Board”) of SHC Capital Asia Limited (the “Company”) is committed to maintaining a high standard of corporate governance to safeguard the interests of shareholders of the Company (the “Shareholders”) and to promote investors’ confidence and support in complying with the Code of Corporate Governance 2012 (“Code 2012”) required by the Singapore Exchange Securities Trading Limited (“SGX-ST”).

The Board is pleased to confirm that for the financial year ended 31 December 2014 (“FY2014”), the Company has adhered to the principles and guidelines as set out in the Code 2012, except where otherwise stated.

Board Matters

The Board’s Conduct of Affairs(in accordance with Principle 1 of the Code)

The Board has overall responsibility for the corporate governance of the Company so as to protect and enhance long-term Shareholders’ value. It sets the overall strategy for the Company and supervises executive management and monitors their performance. Apart from its statutory responsibilities, the principal functions of the Board are:

(a) To approve the broad policies, strategies and financial objectives of the Company;

(b) To review Management’s performance, annual budget, significant financial and operating expenditures, acquisition and disposal of significant investments, significant related-party transactions and prospects of the Company;

(c) To approve nominations to the Board and the removal and appointment of senior management staff, as may be recommended by the Nominating Committee of the Company (“NC”);

(d) To identify principal risks of the Company’s business and ensure adequate system of internal controls, risk management processes and systems are in place;

(e) To assume responsibility for corporate governance of the Company; and

(f) To consider any sustainability issues as part of its strategic formulation.

To facilitate effective execution of its responsibilities, certain functions have been delegated to various Board Committees, namely, the Audit Committee (“AC”), the NC and the Remuneration Committee (“RC”) which are chaired by Independent Directors, without abdicating its responsibility. The Board Committees were established to assist the Board. The Board Committees function within clearly defined terms of references and operating procedures. The effectiveness of each Board Committee is reviewed by the Board on a regular basis. The ultimate responsibility for the final decision on all matters lies with the entire Board.

Prior to completion of the disposal of its wholly owned subsidiary, SHC Insurance Pte Ltd (“SHC Insurance”), on 1 August 2014 (the “Disposal”), the Board meetings were mainly to review and deliberate on the key activities and business strategies of SHC Insurance. Following the Disposal and as the Company has become a cash company without any operating business, the Board meets at least twice a year, with additional meetings convened when circumstances arise. These Board meetings are convened mainly to review and approve the release of financial results’ announcements and to deliberate on potential acquisition opportunities.

The Articles of Association of the Company provide that meetings can be held via tele-conferencing, video conferencing or other means of similar communications equipment. All relevant information on material events and transactions are circulated to Directors on timely basis. Prior to a Board meeting, the agenda for the meeting, relevant information on material events and transactions will be circulated to all the directors of the Company (“Directors”) for their perusal to enable them to obtain further clarifications/explanations and to ensure smooth proceeding of the meeting. The proceedings and resolutions reached at each Board meeting will be minuted and signed by the Chairman of the meeting. Besides Board meetings, the Board exercises control on matters that require the Board’s deliberation and approval through circulation of the Directors’ resolution(s).

9ANNUAL REPORT 2014SHC CAPITAL ASIA LIMITED


The attendance of the Directors at Board meetings and Board Committee meetings during FY2014 is set out as follows:-

Name of Directors

Board AC NC RC

No. of Meetings

AttendanceNo. of

MeetingsAttendance

No. of Meetings

AttendanceNo. of

MeetingsAttendance

Teo Soo Kiat(Chairman and Interim CEO)

3 3 – – 1 1 – –

Teo Soo Chew (Non-Executive Non-Independent Director)

3 3 – – – – 1 1

Teo Chiang Khai(Non-Executive Non-Independent Director)

3 3 – – – – – –

Teo Hsi Leang¹(Non-Executive Non-Independent Director)

3 1 – – – – – –

Ng Fook Ai, Victor¹(Non-Executive Lead Independent Director)

3 1 – – 1 1 1 1

Teo Eu Jin, Nicholas¹(Non-Executive Independent Director)

3 1 – – 1 1 1 1

Adrian Peh Nam Chuan² (Non-Executive Independent Director)

3 2 2 2 – – – –

Chua Kee Lock²(Non-Executive Independent Director)

3 2 2 2 – – – –

Tan Hup Foi²(Non-Executive Independent Director)

3 2 2 2 – – – –

Low Seow Juan²(Non-Executive Non-Independent Director)

3 2 – – – – – –

Notes:

(1) Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas were appointed as Directors on 1 August 2014 following completion of the Disposal. Each of Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas had attended all the meetings during their term as a Director.

(2) Messrs Adrian Peh Nam Chuan, Chua Kee Lock, Tan Hup Foi and Low Seow Juan had resigned as Directors on 1 August 2014 following completion of the Disposal. Each of Messrs Adrian Peh Nam Chuan, Chua Kee Lock, Tan Hup Foi and Low Seow Juan had attended all the meetings during their term as a Director.

The Board has identified, without limitation, the following matters that require its approval:–

(a) Approval of periodic financial results announcements and annual audited financial statements;

(b) Declaration of dividends and other returns to shareholders;

(c) Major funding proposals or bank borrowings;

(d) Corporate or financial restructuring and share issuances;

(e) Mergers and acquisitions;

(f) Material acquisitions and disposals;

(g) Approval of transaction(s) involving interested person(s); and

(h) Appointments of new Director(s).

Upon appointment, new Directors are briefed on the Company’s structure, operations, policies, government practices as well as duties and obligations of a Director. A formal letter will be provided to newly appointed Directors. They are also encouraged to attend trainings or seminars in areas such as accounting, legal and industry specific knowledge at the expense of the Company.

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During FY2014, Mr. Teo Eu Jin, Nicholas had attended training programmes organised by the Singapore Institute of Directors to familiarise himself with the roles and responsibilities of a director of a listed company. Mr. Teo Hsi Leang had also attended relevant courses organised by the Singapore Institute of Directors relating to his role as a director of a listed company.

The Board has instituted a process to review the training needs of all the Directors on an annual basis to ensure that they are equipped with the appropriate skills and knowledge to effectively perform their roles on the Board and Board Committees.

The Directors are informed from time to time of developments relevant to the Company including any new or changes in the laws and regulations that will impact the Company and have access to all information concerning the Company.

The Interim Chief Financial Officer (“Interim CFO”) of the Company provides regular updates to the Board relating to cash utilisation and investment activities and the Board has separate and independent access to the Interim CFO.

Board Composition and Guidance (in accordance with Principle 2 of the Code)

The Board at the beginning of FY2014 comprised the following:

Mr. Teo Soo Kiat, Non-Executive Chairman Mr. Teo Soo ChewMr. Teo Chiang KhaiMr. Low Seow JuanMr. Adrian Peh Nam ChuanMr. Tan Hup FoiMr. Chua Kee Lock

Following the completion of the Disposal on 1 August 2014, Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock resigned as Directors and Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas, were appointed as Directors contemporaneously. Mr. Teo Soo Kiat was also appointed as the Interim Chief Executive Officer (“Interim CEO”) of the Company on 1 August 2014 following the completion of the Disposal.

The names of the Directors in office as at the date of this report are:

Mr. Teo Soo Kiat, Chairman and Interim CEOMr. Teo Soo ChewMr. Teo Chiang KhaiMr. Teo Hsi LeangMr. Ng Fook Ai, VictorMr. Teo Eu Jin, Nicholas

The current Board members collectively have a combination of experience in various fields, as well as legal, business and finance expertise.

Mr. Teo Soo Kiat is the Chairman of the Board and was appointed the Interim CEO of the Company with effect from 1 August 2014. Mr. Teo Hsi Leang was appointed to the Board as a Non-Executive Non-Independent Director on 1 August 2014. Messrs Teo Soo Kiat, Teo Soo Chew, Teo Chiang Khai and Teo Hsi Leang are not independent by virtue of their family relationship and interests in SHC Capital Holdings Pte Ltd, the major shareholder of the Company.

Messrs Ng Fook Ai, Victor and Teo Eu Jin, Nicholas were appointed as Non-Executive Independent Directors on 1 August 2014. Mr. Ng Fook Ai, Victor was also appointed as the Lead Independent Director of the Company with effect from 1 August 2014. The Board has determined that Messrs Ng Fook Ai, Victor and Teo Eu Jin, Nicholas are independent in character and there are no relationships or circumstances which are likely to affect or could appear to affect their judgement.

There is a strong and independent element on the Board, with one-third of the Directors being independent. No individual or small group of individuals dominates the decision making process of the Board. It is unlikely that the discharge of responsibilities in these roles will be compromised as all major financial decisions made are reviewed by the AC and approved by the Board. Nevertheless, as the Chairman of the Board is a controlling shareholder and not an Independent Director, in accordance with Guideline 2.2 of the Code 2012, the Board will seek to make changes to its composition such that Independent Directors make up at least half of the Board by the time of the Annual General Meeting following the financial year ending 31 December 2017.


The Board, after taking into account that the Company has ceased to have any operating business following completion of the Disposal and is deemed a cash company under Rule 1017 of the SGX-ST Listing Manual Section B: Rules of Catalist (“Listing Manual”), is satisfied that its current size is adequate and appropriate and that the present composition of the Board allows it to effectively exercise objective judgement independently of the Interim CEO and Interim CFO. The composition of the Board will be reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise and experience and collectively possesses the necessary core competencies for effective decision making.

The Non-Executive Directors review the performance of Interim CEO and Interim CFO. Their views and opinions provide alternative perspectives to the Company’s directions and investment criteria. To facilitate a more effective check on management, the Non-Executive Directors are encouraged to meet regularly without the presence of the Interim CEO and Interim CFO.

Chairman and Chief Executive Officer (in accordance with Principle 3 of the Code)

The current role of the Chairman is not separated from the Interim CEO. Following the completion of the Disposal on 1 August 2014, Mr. Teo Soo Kiat was appointed as the Interim CEO of the Company. Taking into consideration that the Company is presently a cash company with no significant business activities, the Board is of the view that it is appropriate for the Chairman to also assume the role of the CEO on an interim basis.

The Chairman is responsible for leading the Board and ensures that all Directors receive complete, adequate and timely information (both financial and non-financial) to enable them to participate effectively in Board discussions and decisions. The Chairman also assists in ensuring compliance with the corporate governance policy of the Company.

The Interim CEO is responsible for overall corporate direction and establishing investment criteria. He is also responsible for the day-to-day management of the Company’s general corporate affairs.

Following completion of the Disposal, Mr. Tan Hup Foi had resigned as Lead Independent Director on 1 August 2014 and Mr. Ng Fook Ai, Victor was appointed to replace him as the Lead Independent Director.

The Lead Independent Director provides checks and balances without diffusing Board leadership and is available to Shareholders where they have concerns and for which contact through the normal channels of the Chairman, the Interim CEO or the Interim CFO has failed to resolve or is inappropriate.

Board Membership

Board Membership and Board Performance(in accordance with Principles 4 & 5 of the Code)

Nominating Committee (“NC”)

The NC at the beginning of FY2014 comprised the following members, all of whom were Independent Directors:

Mr. Tan Hup Foi, ChairmanMr. Adrian Peh Nam ChuanMr. Chua Kee Lock

The NC was reconstituted following the resignations of Messrs Tan Hup Foi, Adrian Peh Nam Chuan and Chua Kee Lock on 1 August 2014 after the completion of the Disposal, and as at the date of this report, the NC comprised the following members:

Mr. Teo Eu Jin, Nicholas, ChairmanMr. Teo Soo KiatMr. Ng Fook Ai, Victor

The majority of the members of the NC, including the Chairman are Independent Directors. Mr. Ng Fook Ai, Victor, the Lead Independent Director, is a member of the NC. The NC has adopted written terms of reference and its principal functions are as follows:

(a) Identify candidates and review all nominations on appointment and re-appointment of Directors for recommendation to the Board;

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(b) Review the Board structure, size and composition regularly;

(c) Determine the independence of Directors annually;

(d) Assess the effectiveness of the Board and Board Committees and the contribution of each individual Director; and

(e) Review the training programme for the Board. The Board, through the NC, reviews annually the effectiveness of the Board as a whole and its required mix of skills and experiences and other qualities, including core competencies, which Directors should bring to the Board. The assessment process includes criteria such as the success of the strategic and long-term objectives set by the Board and the effectiveness of the Board in monitoring management’s performance against the goals that have been set by the Board.

Article 81 of the Company’s Articles of Association requires that a Director appointed to fill a casual vacancy or as an additional Director from time to time and at any time, shall retire from office at the next Annual General Meeting of the Company (“AGM”). Accordingly, Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas are subject to retirement by rotation at the forthcoming AGM.

Mr. Teo Chiang Khai, who was appointed to the Board as a Non-Executive Non-Independent Director on 15 March 2012, is subject to retirement by rotation at the forthcoming AGM in accordance with Article 99 of the Company’s Articles of Association which requires one-third of the Directors to retire by rotation at every AGM.

The NC meets at least once a year. During FY2014, the NC met once. Additional meetings can be scheduled if considered necessary by the Chairman of the NC.

The Company has internal guidelines stipulating that each Director could serve on a maximum of five boards of publicly listed companies to address competing time commitments that are faced when Directors serve on multiple boards. As at the date of this report, none of the Directors holds directorships in more than five publicly listed companies. The NC has reviewed and is satisfied that all the Directors, including those who serve on multiple boards, are able to perform their duties effectively. Each NC member abstains from deliberating on his own performance and re-election as a Director.

In its search and nomination process for new Directors, the NC has, at its disposal, search companies, personal contacts and recommendations, to cast its net as wide as possible for the right candidates. The NC also takes into consideration the skill base of each Director.

During FY2014, the NC has reviewed and recommended to the Board that Messrs Ng Fook Ai, Victor and Teo Eu Jin, Nicholas are independent in character as there are no relationships or circumstances which are likely to affect or could appear to affect their judgement.

The date of initial appointment and last re-election of each Director, together with their directorships held in other listed companies as at the date of this report are as below:–

DirectorsDate of Initial Appointment

Date of LastRe-election

Current Directorships held in other listed companies

Past Directorships held in other listed companies in the

preceding three years

Teo Hsi Leang 1 August 2014 – – –

Ng Fook Ai, Victor 1 August 2014 –Sunshine 100 China Holdings

Ltd and MY E.G. Services Berhad

Devotion Energy Group Limited and Asia Power Corporation

Limited

Teo Eu Jin, Nicholas 1 August 2014 – Nil Nil

Teo Chiang Khai 15 March 2012 30 April 2013 Nil Nil

Teo Soo Chew 15 March 2012 30 April 2014 Nil Nil

Teo Soo Kiat 19 January 2012 30 April 2013 Nil Nil

Directors’ Profile

Please refer to the “Board of Directors” section of the Annual Report. Details of other principal commitments of the Directors are also set out in the “Board of Directors” section of the Annual Report.


ANNUAL REPORT 2014SHC CAPITAL ASIA LIMITED

Access to Information

Access to Information(in accordance to Principle 6 of the Code)

The Board is provided with monthly reports on cash utilisation. The Board reports are circulated prior to Board meetings and the reports provide, amongst others, financial and corporate information, significant investment, financial and corporate issues, information on all potentially material risks facing the Company, performance of the Company and management proposals which require the approval of the Board.

All Directors have access to the Interim CFO for any information required, either through e-mails or phone calls, to effectively fulfill their responsibilities.

The Interim CFO attends the Board meetings and is responsible for advising the Board on compliance with the relevant statutes and regulations, as well as implementation of these requirements. The Interim CFO, in consultation with the Company’s Continuing Sponsor and the Company Secretary, advises the Board on corporate governance matters. All proceedings of meetings of the Board and Board Committees are recorded with a view of taking into account the key deliberations and decisions taken. Minutes of all Board and Board Committee meetings are circulated to members for review and confirmation. These minutes enable Directors to keep abreast of matters discussed. The appointment and the removal of the Company Secretary is a matter of consideration for the Board as a whole. Directors have separate and independent access to the Company Secretary.

The Directors can seek independent professional advice in the furtherance of their duties from time to time. The adviser so selected shall be approved by either the Chairman or the CEO and the fees incurred are borne by the Company.

Remuneration Matters

Procedures for developing remuneration policies and level and mix of remuneration(in accordance to Principles 7 & 8 of the Code)

Remuneration Committee (“RC”)

The RC at the beginning of FY2014 comprised the following members, the majority of whom, including the Chairman of the RC, were Independent Directors:

Mr. Chua Kee Lock, ChairmanMr. Teo Soo KiatMr. Tan Hup Foi

The RC was reconstituted following the resignations of Messrs Chua Kee Lock and Tan Hup Foi on 1 August 2014 after the completion of the Disposal, and as at the date of this report, the RC comprised the following members:

Mr. Ng Fook Ai, Victor, ChairmanMr. Teo Soo Chew Mr. Teo Eu Jin, Nicholas

The RC comprises three members, Mr. Ng Fook Ai, Victor and Mr. Teo Eu Jin, Nicholas, both of whom are Non-Executive Independent Directors, and Mr. Teo Soo Chew who is a Non-Executive and Non-Independent Director. All the members of the RC are Non-Executive Directors, a majority of whom, including the Chairman, are independent.

The RC has adopted written terms of reference and its principal functions are as follows:

(a) To review and recommend to the Board a general framework of remuneration for Directors;

(b) To determine the specific remuneration packages for each Director and the Interim CEO and the Interim CFO based on experience and scope of responsibility;

(c) To review Directors’ remuneration packages annually; and

(d) To administer the SHC Capital Asia Employee Share Option Scheme.



For Non-Executive Directors, the quantum of fees reflects the level of responsibilities undertaken by them. Except for the Chairman and Interim CEO, Non-Executive Directors are paid a basic Director’s fee and an additional fee for serving on any of the Board Committees. In determining the quantum of such fees, factors such as frequency of meetings, time spent and responsibilities of Directors are taken into account. In addition, Non-Executive Directors who are not controlling shareholders of the Company or its associates are entitled to participate in the SHC Capital Asia Employee Share Option Scheme. The RC has recommended for shareholders’ approval the payment of Additional Directors’ Fees to the three new Non-Executive Directors appointed during FY2014. The Additional Directors’ Fees comprise the basic Directors’ fees in respect of FY2014 payable to the three new Non-Executive Directors for serving on the Board and Board Committee since their appointment on 1 August 2014.

The Lead Independent Director is paid a fee in addition to the remuneration due to him for his duties and responsibilities as a director on the Board and for assuming roles in the various Board committees.

According to the service agreement entered into between the Company and the Interim CEO, Mr. Teo Soo Kiat is paid a monthly retainer fee and a variable performance bonus in the event that the Company successfully acquires a business which meets the listing criteria. The service agreement is for an initial period of one year commencing on 1 August 2014 and the agreement can be extended on terms and conditions to be agreed between the Company and the Interim CEO. The service agreement may be terminated by the Company or the Interim CEO by giving not less than three months’ written notice of such termination.

During FY2014, the RC met once. Additional meetings will be scheduled if considered necessary by the Chairman of the RC. All revisions to the remuneration packages for the Directors and the Interim CEO and Interim CFO are subject to the review and approval of the Board. No Director shall take part in decisions pertaining to his own remuneration. Where necessary, the RC will consult human resource experts on remuneration matters of the Directors and key management personnel.

As certain Directors and the Group CEO have already resigned from the Company following the Disposal and to maintain confidentiality, the Board has decided not to disclose the specific remuneration of each individual Director and the Company’s CEO(s) but will disclose such information in bands of S$250,000 instead.

Disclosure on remuneration (in accordance with Principle 9 of the Code)

Directors’ and Interim CEO’s Remuneration (5)

Remuneration Band Fees Salary Bonus Other Benefits Total

Less than S$250,000:

- Teo Soo Chew 100% – – – 100%

- Teo Chiang Khai 100% – – – 100%

- Teo Hsi Leang (1) 100% – – – 100%

- Teo Eu Jin, Nicholas (1) 100% – – – 100%

- Ng Fook Ai, Victor (1) 100% – – – 100%

S$250,000 to S$500,000:

- Teo Soo Kiat (2) 100% – – – 100%

- Adrian Peh Nam Chuan (3) 17% – – 83% 100%

S$500,000 to S$750,000:

- Low Seow Juan (3) 28% – – 72% 100%

- Chua Kee Lock (3) 36% – – 64% 100%

- Tan Hup Foi (3) 38% – – 62% 100%

S$3,000,000 to S$3,250,000:

- Quek Sun Hui (4) 5% 11% 4% 80% 100%

Notes:

(1) Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas were appointed to the Board as Non-Executive Directors with effect from 1 August 2014.

(2) Mr. Teo Soo Kiat was the Non-Executive Chairman of the Board prior to 1 August 2014 and was appointed as the Interim CEO of the Company with effect from 1 August 2014 following the completion of the Disposal. The remuneration in the table above reflects director’s fee to be paid to him from 1 January 2014 to 31 December 2014, the monthly fee paid to him as the Interim CEO with effect from 1 August 2014, and a fee of S$150,000 paid to him as a member of the project committee overseeing the Disposal.



(3) Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock had resigned from the Board as Non-Executive Directors with effect from 1 August 2014. The remuneration in the table above reflects (i) directors’ fees paid to each of them during their term, (ii) other benefits which include a cash amount of S$386,650 paid to each of them pursuant to cancellation of the 1,500,000 options held by each of them in connection with the Disposal; and (iii) in respect of Messrs Low Seow Juan, Tan Hup Foi and Chua Kee Lock, an additional fee of S$150,000 paid to each of them as members of the project committee overseeing the Disposal.

(4) Mr Quek Sun Hui was the Group CEO prior to the completion of the Disposal and had resigned as the Group CEO on 1 August 2014. The remuneration in the table above reflects the salary and bonus paid to him during his term as Group CEO, a fee of S$150,000 paid to him as a member of the project committee overseeing the Disposal and other benefits which include a cash amount of S$2,607,015 paid to him pursuant to cancellation of the options held by him in connection with the Disposal.

(5) The remuneration includes all forms of remuneration from the Company and SHC Insurance (prior to the completion of the Disposal) during FY2014 and in deciding whether an item or benefit is to be included in the table above, consideration has been given to the taxability of that item. The remuneration shown above is the actual value of the benefit received and not the taxable value only. The salary and bonus shown above includes employer’s CPF contribution. In cases where a person served in the capacity as a director or CEO for part of the financial year (not the full year), the disclosure is in respect of that person’s actual remuneration for the period that he had served.

Prior to the completion of the Disposal on 1 August 2014, the top five executives of the Company are members of the management of SHC Insurance. As these executives are no longer serving the Company following the Disposal and to maintain confidentiality, the Company is not disclosing in this report the remuneration of such executives during their term of service with the Company.

As at the date of this report, apart from the Interim CEO, the key management of the Company comprises only the Interim CFO. The remuneration of the Interim CFO comprises a monthly fee and the aggregate amount paid during FY2014 did not exceed S$250,000.

None of the employees of the Company whose remuneration exceeds S$50,000 is an immediate family member of the Directors or the Interim CEO.

SHC Capital Asia Employee Share Option Scheme (“SHC Capital Asia ESOS”)

The SHC Capital Asia ESOS is administered by the RC, currently comprising Messrs Ng Fook Ai, Victor, Teo Eu Jin, Nicholas and Teo Soo Chew.

The SHC Capital Asia ESOS provides an opportunity for employees of the Company who have contributed to the growth and performance of the Company (including Executive and Non-Executive Directors) and who satisfy the eligibility criteria as set out under the rules of the SHC Capital Asia ESOS, to participate in the equity of the Company. Controlling shareholders of the Company and their associates are not eligible to participate in the SHC Capital Asia ESOS. The total number of shares in the capital of the Company (“Shares”) over which the RC may grant options under the SHC Capital Asia ESOS Scheme (“Options”) on any date, when added to the number of Shares issued and issuable in respect of all Options, shall not exceed 15% of the number of the issued Shares on the day immediately preceding the date on which the Options shall be granted. Under the rules of the SHC Capital Asia ESOS, the Options that are granted may have exercise prices that are, at the RC’s discretion, set at the price (“Market Price”) equal to the average of the last dealt prices for the Shares on Catalist for the five consecutive market days immediately preceding the relevant date of grant of the relevant Option, or (provided that Shareholders’ approval is obtained in a separate resolution) at a discount to the Market Price (subject to a maximum discount of 20%). Options which are fixed at the Market Price may be exercisable at any time by the participant after the first anniversary of the date of grant of that Option while Options granted at a discount to the Market Price may only be exercised after the second anniversary from the date of grant of the Option. Options granted under the SHC Capital Asia ESOS will have a life span of five years.

As at the date of this report, the Company does not have any outstanding Option under the SHC Capital Asia ESOS. As the Company had completed the Disposal of SHC Insurance on 1 August 2014 and does not presently have any operating business, the Board has decided that there is no need to seek the approval of Shareholders for grant of options and issuance of Shares under the SHC Capital Asia ESOS at the forthcoming AGM.



Varied Options granted under the SHC Capital Employee Share Option Scheme (“SHC Capital ESOS”) and Options granted under the SHC Capital Asia ESOS (collectively “Options”)

The information on the Options granted under the SHC Capital ESOS and the SHC Capital Asia ESOS to Directors and participants as required to be disclosed under Rule 851 of the Listing Manual are as follows:

Name of participant

Options granted during FY2014

(including terms)

Aggregate Options

granted since commencement

of scheme to end of FY2014

Aggregate Options

exercised since commencement

of scheme to end of FY2014

Aggregate Options

redeemed since commencement

of scheme to end of FY2014 (2)

Aggregate Options

outstanding as at end of

FY2014

Directors

Low Seow Juan (1) – 2,000,000 500,000 1,500,000 –

Adrian Peh Nam Chuan (1) – 2,000,000 500,000 1,500,000 –

Tan Hup Foi (1) – 2,000,000 500,000 1,500,000 –

Chua Kee Lock (1) – 2,000,000 500,000 1,500,000 –

Participants who received 5% or more of the total number of Options granted

Quek Sun Hui (1) – 9,348,000 – 9,348,000 –

Ong Chong King (1) – 3,027,000 – 3,027,000 –

Claire Choy Sock Yu (1) – 4,170,000 – 4,170,000 –

Notes:

(1) These Directors and employees resigned from the Company following the completion of the Disposal on 1 August 2014.

(2) On 13 November 2014, in connection with the completion of the Disposal, the Company announced that all outstanding Options had been redeemed and cancelled on 13 November 2014 following the approval of the Shareholders being obtained for the same at the extraordinary general meeting held on 25 July 2014.

No Options were granted under the SHC Capital Asia ESOS during FY2014. No Options were granted under the SHC Capital Asia ESOS since the commencement of the SHC Capital Asia ESOS on 28 June 2012 to (i) controlling shareholders of the Company and their associates, and (ii) Directors and employees of the Company’s parent company and its subsidiaries as these persons are not eligible to participate in the SHC Capital Asia ESOS. No Options were granted at a discount under the SHC Capital Asia ESOS since the commencement of the SHC Capital Asia ESOS on 28 June 2012.

No Options were granted under the SHC Capital ESOS since the commencement of the SHC Capital ESOS on 10 October 2008 to the termination of the SHC Capital ESOS on 28 June 2012 to (i) controlling shareholders of SHC Insurance and their associates, and (ii) Directors and employees of SHC Insurance’s parent company and its subsidiaries as these persons are not eligible to participate in the SHC Capital ESOS. No Options were granted at a discount under the SHC Capital ESOS since the commencement of the SHC Capital ESOS on 10 October 2008 to the termination of the SHC Capital ESOS on 28 June 2012.

Approval by Shareholders

Directors’ fees are recommended by the RC and submitted for endorsement by the Board. Directors’ fees (as a lump sum payment) are subject to the approval of Shareholders at the AGM. The remuneration framework for key management personnel of the Company (including the Interim CEO and the Interim CFO) has been approved by the RC and endorsed by the Board.

Accountability and Audit(in accordance with Principles 10, 11, 12 & 13 of the Code)

The Board is accountable to the Shareholders and the Interim CEO and Interim CFO are accountable to the Board. The Board is provided with management accounts and such explanation and information to safeguard the Company’s utilisation of cash and make informed decisions on monthly basis. For its financial reporting, the Company will continue to provide a clear and understandable assessment of the Company’s performance, position and prospects. Pursuant to Rule 1017(1)(b) of the Listing Manual, the Company is required to make quarterly announcements to update Shareholders of milestones in obtaining a new business.



The Board reviews legislative and regulatory compliance reports from the management to ensure that the Company complies with the relevant requirements.

Audit Committee (“AC”)

The AC at the beginning of FY2014 comprised the following members, all of whom, including the Chairman of the AC, were Independent Directors:

Mr. Tan Hup Foi, ChairmanMr. Adrian Peh Nam ChuanMr. Chua Kee Lock

The AC was reconstituted following the resignations of Messrs Tan Hup Foi, Adrian Peh Nam Chuan and Chua Kee Lock on 1 August 2014 after the completion of the Disposal, and as at the date of this report, the AC comprised the following members:

Mr. Ng Fook Ai, Victor, Chairman Mr. Teo Soo Chew Mr. Teo Eu Jin, Nicholas

The AC comprises three members. All the members of the AC are Non-Executive Directors, the majority of whom, including the Chairman, are independent.

Messrs Ng Fook Ai, Victor and Teo Soo Chew have extensive management and financial experiences while Mr. Teo Eu Jin, Nicholas is a lawyer by profession. The Board is of the view that the AC has sufficient financial management expertise and experience amongst its members to discharge the AC’s responsibilities.

The terms of reference of the AC provides that the AC shall meet at least four times a year. The AC, having considered that the Company has become a cash company under Rule 1017 of the Listing Manual following the completion of the Disposal on 1 August 2014, has decided that the frequency of AC meetings be reduced to at least twice a year, with additional meetings will be scheduled, if necessary, during the period while the Company remains as a cash company.

During FY2014, two AC meetings were held. The AC carried out its functions in accordance with the requirements of the Singapore Companies Act, Cap. 50 and the Listing Manual.

The AC, which has its written terms of reference, performs, inter-alia, the following functions:

(a) To review the audit plans of the internal and external auditors, the results of their audits and their effectiveness in evaluating the Company’s system of internal controls;

(b) To review the Company’s financial results and its accounting policies to ensure the integrity of the financial statements of the Company;

(c) To review the financial statements, accounting policies and any significant financial reporting issues and judgments of the Company so as to ensure the integrity of the financial statements before their submission to the Board and the auditors’ report on those financial statements;

(d) To review the half-yearly and annual announcements on the financial results and financial position of the Company;

(e) To review the co-operation given by the management to the external auditors;

(f) To review the appointment of the external auditors; (g) To review the adequacy and effectiveness of the Company’s material internal controls, including financial, operational,

compliance and information technology controls and risk management via review of internal auditor’s reports and reporting to the Board annually;

(h) To examine the cost effectiveness, independence and objectivity of the external auditors;

(i) To evaluate the nature and extent of non-audit services provided by the external auditors;

(j) To recommend to the Board the external auditors to be nominated, to approve the compensation of the external auditors and to review the scope and results of the audit;



(k) To report actions of the AC to the Board with such recommendations as the AC considers appropriate; and

(l) To review interested person transactions (if any) in accordance with the requirements of the Listing Manual.

The AC has full access to and co-operation of the management. The internal and external auditors have unrestricted access to the AC. During FY2014, the AC met with the external auditors, without the presence of the management. The AC also conducted a review of the independence and objectivity of external auditors annually. The AC is satisfied that the Company’s external auditors are able to meet the audit requirements and statutory obligation of the Company. The AC also received from the external auditors regular updates on changes and amendments to accounting standards to enable the AC’s members to keep abreast of such changes, and issues which have a direct impact on financial statements.

During FY2014, the aggregate amount of fees paid to the external auditors, Messrs KPMG LLP, amounted to approximately S$16,000, comprising S$12,000 paid for the provision of audit services and S$4,000 paid for the provision of non-audit services to the Company. The AC has reviewed the non-audit services provided by the external auditors and noted the fees charged by the external auditors for the provision of non-audit services in FY2014. The AC has confirmed that during FY2014, such services would not, in its opinion, affect the independence of Messrs KPMG LLP as external auditors. The AC has recommended to the Board the nomination of the external auditors for re-appointment at the forthcoming AGM.

The Company complies with Rules 712 and 715 of the Listing Manual in relation to the appointment of Messrs KPMG LLP as its external auditors.

Under the AC’s direction, the Company has instituted a whistle-blowing policy by which staff may raise their concerns in confidence about possible improprieties in matters of financial reporting or other matters.

Interested Person Transactions

The AC has also reviewed the interested person transactions (“IPTs”) during FY2014. The aggregate value of IPTs for FY2014 as required to be disclosed under Rule 907 of the Listing Manual are as follows:

Description and name of interested person

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)

Aggregate value of all interested person transactions conducted during the financial year under

review under shareholders’ mandate pursuant to Rule 920 (excluding transactions less

than S$100,000)

FY2014(S$’000)

FY2013(S$’000)

FY2014 (S$’000)

FY2013(S$’000)

IPTs entered into by SHC Insurance (which has since been disposed by the Company) Payment of office rental to: (1)

- See Hoy Chan Realty Pte Ltd- See Hoy Chan Land Pte Ltd

Other IPTs:Payment of Project Directors’ Fees (2)

Payment of advisory fee to Mr Low Seow Juan (3)

––

450270

––

–220

376–

––

592112

––

Notes:

(1) This relates to the rental of the office at 302 Orchard Road #09-01/02/03/04 and #10-03 Singapore 238862 by SHC Insurance from See Hoy Chan Realty Pte Ltd and See Hoy Chan Land Pte Ltd. In respect of FY2014, the amount of rental paid was for the period from 1 January 2014 to 31 July 2014. Upon completion of the Disposal on 1 August 2014, such transaction has ceased. Messrs Teo Soo Kiat, Teo Soo Chew and Teo Chiang Khai were deemed interested in these transactions.

(2) This relates to the fees of S$150,000 paid to each of Mr. Teo Soo Kiat (a director and a controlling shareholder of the Company) and Messrs Tan Hup Foi and Chua Kee Lock (who were directors of the Company at the relevant time and who have resigned upon completion of the Disposal), amounting to S$450,000 in aggregate (“Project Directors’ Fees”). The Company had at its extraordinary general meeting held on 25 July 2014, obtained the approval of the Shareholders for the payment of the Project Directors’ Fees.

(3) This refers to the fee paid to Mr. Low Seow Juan for advisory fees rendered for the period from 1 January 2014 to 31 July 2014 pursuant to a service agreement entered into between the Company and Mr. Low Seow Juan dated 21 January 2009. Mr. Low Seow Juan has resigned as a Director on 1 August 2014 following completion of the Disposal. Accordingly, the service agreement has been terminated.



As the Company had completed the Disposal of SHC Insurance on 1 August 2014 and does not presently have any operating business, the Board has decided not to renew the general mandate previously approved by the Company’s shareholders relating to IPTs at the forthcoming AGM.

Save as disclosed above, there were no material contracts or loans entered into by the Company involving the interests of the CEO, any Director or controlling Shareholder of the Company, either still subsisting at the end of FY2014 or if not subsisting, were entered into since 31 December 2014.

Risk Management, Internal Controls and Internal Audit

The Board is entrusted to review the Company’s business and investment activities to identify areas of significant risks as well as appropriate measures to control and mitigate these risks. The Board reviews all significant control policies and procedures and highlights all significant matters to the management.

As the Company is currently a cash company and does not have any operating business following the completion of the Disposal, the AC is of the view that the current status does not warrant the Company having an in-house internal audit function or to outsource its internal audit function. The management and the Board will review the adequacy and integrity of the Company’s internal controls system and report directly to the AC on any material non-compliance and internal control weakness, and will recommend improvements, where necessary. The AC will oversee and monitor the implementation of any improvements thereto.

The Board is of the view that the present level of internal control is appropriate for a cash company. The Board will continue to review such internal control system at least on an annual basis.

Based on the internal controls established and maintained by the Company, work performed by the external auditors and reviews performed by the management and the Board, the Board, with the concurrence of the AC, is of the opinion that the Company’s internal controls, including financial, operational, compliance and information technology controls and risk management framework which the Company considers relevant and material to its operations, were adequate and effective as at 31 December 2014.

In accordance with the scope laid out in the audit plan, the external auditors carry out a review of the effectiveness of the Company’s material financial controls in the course of their annual statutory audit. Material non-compliance and financial control weaknesses noted during their audit are reported to the AC together with the auditors’ recommendations.

The Board has received assurance from the Interim CEO and the Interim CFO that:

(a) the financial records have been properly maintained and the financial statements give a true and fair view of the Company’s operations and finances; and

(b) the Company’s risk management and internal control systems are effective and adequate.

Shareholder Rights and Responsibilities

Shareholder Rights, Communication with Shareholders and Conduct of Shareholders’ Meetings(in accordance with Principles 14, 15 and 16 of the Code)

The Board acknowledges the importance of regular communication with Shareholders and investors through which Shareholders can have an overview of the Company’s financial position and progress in seeking an acquisition. This is made amongst others by way of the Company’s annual report, circulars to Shareholders (in the event of a corporate action), results announcements, monthly cash utilisation reports and quarterly announcements to update Shareholders of milestones in obtaining a new business.

At each AGM, to solicit and understand the views of Shareholders, Shareholders are encouraged to meet and communicate with the Board and to vote on all resolutions. At the AGM, the performance of the Company’s business will be presented by the Board. Shareholders can seek clarification on any issues so as to understand the Company’s business. The Chairman of the Audit, Remuneration and Nominating Committees will be present and available to address questions at the meeting to answer those questions relating to the work of these committees. The external auditors are also present to assist the Directors in addressing any relevant questions by Shareholders.

The Articles allow a member of the Company to appoint one proxy or two proxies to attend and vote instead of the member. The Directors may, at their discretion, allow absentia-voting methods such as mail, e-mail or fax.



The Board will review its Articles of Association from time to time. Where amendment to its Articles of Association is required to align the relevant provisions with the requirements of the Listing Manual, Shareholders’ approval will be obtained.

The Company ensures that there are separate resolutions at general meetings on each distinct issue. The Company maintains minutes of general meetings that include substantial and relevant comments or queries from shareholders relating to the agenda of the meeting and responses from the Board and Management. These minutes can be made available to the Shareholders upon their request.

The Company has a dividend policy whereby the Board will take into consideration the Company’s cash position, projected capital requirements for business opportunities and other factors as the Board may deem appropriate in determining the form, frequency and amount of dividends to be declared each year. The Board has declared and paid an interim special dividend (tax-exempt one-tier) dividend of S$0.12 per ordinary share and is also proposing a final dividend of S$0.09 per ordinary share (tax-exempt one-tier) in respect of FY2014. The final dividend will be subject to the approval of the Shareholders at the forthcoming AGM.

Related Party Transactions (in accordance with Principle 17 of the Guidelines)

The AC reviews and monitors all related party transactions to ensure that it is conducted on arm’s length and report to the Board. The Board is satisfied with the related party transactions during FY2014 that have been undertaken at arm’s length basis.

Securities Transactions

The Company has adopted an Internal Code of Conduct on Dealing in Securities. This code was modeled in line with Rule 1204(19) of the Listing Manual and all Directors and employees are prohibited from dealing in the Company’s securities on short-term considerations and during the period commencing one month before the announcement of the Company’s half-year and full-year financial statements and ending on the date of announcement of the relevant results and any such dealings should be immediately reported to the Company Secretary. Reminders are also sent to all Directors and employees on the law on insider trading.

Corporate Disclosure

The Company believes that a high level of disclosure is essential to enhance the standard of corporate governance. Hence, the Company is committed to providing a high level of disclosure in all public announcements, press releases and annual reports.

Continuing Sponsor

During FY2014, the Company paid S$130,000 (excluding Goods and Services Tax) to its continuing sponsor, CIMB Bank Berhad, Singapore Branch (“Sponsor”), relating to advisory services provided. Save as disclosed, no fees relating to non-sponsorship activities or services were paid to the Sponsor during FY2014.



Directors’ Report

We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended 31 December 2014.

Directors

The directors of the Company (“Directors”) in office as at the date of this report are as follows:

Teo Soo Kiat

Teo Soo Chew

Teo Chiang Khai

Teo Hsi Leang (appointed on 1 August 2014)

Ng Fook Ai, Victor (appointed on 1 August 2014)

Teo Eu Jin, Nicholas (appointed on 1 August 2014)

In accordance with Article 99 of the Company’s Articles of Association, Mr Teo Chiang Khai will retire at the forthcoming annual general meeting of the Company (“AGM”) and in accordance with Article 81 of the Company’s Articles of Association, Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas will retire at the forthcoming AGM and being eligible, offered themselves for re-election as Directors.

Directors’ interests

According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the “Act”), particulars of interests of Directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and its ultimate holding company are as follows:

Holdings in the name of the Directors, spouse or infant children

Other holdings in which Directors are deemed to have an interest

At1.1.2014

At31.12.2014

At21.1.2015

At1.1.2014

At31.12.2014

At21.1.2015

The Company

SHC Capital Asia Limited

Ordinary shares with no par value

Teo Soo Chew – – – 249,639,317 249,639,317 249,639,317

Teo Soo Kiat – – – 249,639,317 249,639,317 249,639,317

Teo Chiang Khai – – – 249,639,317 249,639,317 249,639,317

Ultimate holding company

See Hoy Chan Sdn. Berhad

Ordinary shares of RM1 each

Teo Soo Chew 1,041,112 1,041,112 1,041,112 4,069,571 4,069,571 4,069,571

Teo Soo Kiat – – – 2,515,034 2,515,034 2,515,034

Teo Chiang Khai 105,640 105,640 105,640 1,756,809 1,756,809 1,756,809

Teo Hsi Leang – 483,376 483,376 – – –

By virtue of Section 7 of the Act, Messrs Teo Soo Chew, Teo Soo Kiat and Teo Chiang Khai are deemed to have an interest in the shares of the Company held by See Hoy Chan Sdn. Berhad Group as at 31 December 2014.

Except as disclosed in this report, no Director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of its related corporations, either at the beginning or at the end of the financial year, or date of appointment if later, or at the end of the financial year.

22New Chapter

Writing a

Directors’ Report

Directors’ interests (cont’d)

Except as disclosed under the section entitled “Share Options” of this report, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Except as disclosed in the financial statements, since the end of the last financial year, no Director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

Share options

SHC Capital Asia ESOS

The Company has an employees’ share option scheme, known as the SHC Capital Asia ESOS, which was approved by its then shareholders at a general meeting of the Company held on 22 March 2012 and which took effect on 28 June 2012.

The information regarding the grant of options under the SHC Capital Asia ESOS is set out below:

• On 21 January 2013, the Board of Directors of the Company granted options to the Directors and employees of the Company and its subsidiary, SHC Insurance Pte Ltd (“SHC Insurance”), under the SHC Capital Asia ESOS, giving them the right to subscribe for a total of 1,830,000 shares at an exercise price of $0.1220 per share. The options were vested over various vesting periods of 12 months, 24 months and 36 months from the date of grant in respect of 33%, 33% and 34% respectively of the options granted to each participant and exercisable upon vesting at any time until 20 January 2018 at $0.1220 per share. Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 125,000 shares. Of the total options granted, an aggregate of 1,330,000 options were granted to the employees of SHC Insurance.

• On 19 June 2013, the Board of Directors of the Company granted options to the Directors and employees of the Company and its subsidiary, SHC Insurance, under the SHC Capital Asia ESOS, giving them the right to subscribe for a total of 10,888,000 shares at an exercise price of $0.1482 per share. The options were vested over various vesting periods of 12 months, 24 months and 36 months from the date of grant in respect of 33%, 33% and 34% respectively of the options granted to each participant and exercisable upon vesting at any time until 18 June 2018 at $0.1482 per share. Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 625,000 shares. Of the total options granted, an aggregate of 8,388,000 options were granted to the employees of SHC Insurance.

The options granted by the Company under the SHC Capital Asia ESOS do not entitle the holders of such options, by virtue of such holding, to any rights to participate issue in any share of any other company.

SHC Capital ESOS

The SHC Capital ESOS (which was replaced by the SHC Capital Asia ESOS) was terminated on 28 June 2012. Pursuant to variation agreements entered into between the relevant option holders, the Company and SHC Insurance, the terms of the then outstanding options granted under the SHC Capital ESOS were varied such that new ordinary shares in the capital of the Company were to be issued and allotted upon the exercise of such options (“varied options”), as approved by the then shareholders of SHC Insurance at the extraordinary general meeting of SHC Insurance held on 26 April 2012.

The information regarding the varied options granted under the SHC Capital ESOS is set out below:

• On 3 March 2009 (first grant date), the board of directors of SHC Insurance (“SHC Insurance Board”) granted options to the directors and employees of SHC Insurance under the SHC Capital ESOS giving them the right to subscribe for a total of 9,675,000 shares at an exercise price of $0.0944 per share. The options were exercisable at any time from 3 March 2010 to 2 March 2014 at $0.0944 per share. On 28 February 2014, the last date for the exercise of 6,800,000 of these options was varied to 20 January 2015 by the Committee (as defined in the rules of the SHC Capital Asia ESOS). Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 500,000 shares, and such options were exercised by each of them on 1 March 2014.


Share options (cont’d)

SHC Capital ESOS (cont’d)

• On 21 January 2010 (second grant date), the SHC Insurance Board granted options to the directors and employees of SHC Insurance under the SHC Capital ESOS giving them the right to subscribe for a total of 8,190,000 shares at an exercise price of $0.075 per share. The options were exercisable at any time from 21 January 2011 to 20 January 2015 at $0.075 per share. Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 500,000 shares.

• On 21 January 2011 (third grant date), the SHC Insurance Board granted options to the directors and employees of SHC Insurance under the SHC Capital ESOS giving them the right to subscribe for a total of 1,543,000 shares at an exercise price of $0.130 per share. The options were vested over various vesting periods of 12 months, 24 months and 36 months from the date of grant in respect of 33%, 33% and 34% respectively of the options granted to each participant and exercisable upon vesting at any time until 20 January 2016 at $0.130 per share. Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 125,000 shares.

• On 20 January 2012 (fourth grant date), the SHC Insurance Board granted options to the directors and employees of SHC Insurance under the SHC Capital ESOS giving them the right to subscribe for a total of 1,621,000 shares at an exercise price of $0.091 per share. The options were vested over various vesting periods of 12 months, 24 months and 36 months from the date of grant in respect of 33%, 33% and 34% respectively of the options granted to each participant and exercisable upon vesting at any time until 19 January 2017 at $0.091 per share. Each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, was granted and had accepted options giving each of them the right to subscribe for 125,000 shares.

Since the commencement of the SHC Capital ESOS till its termination on 28 June 2012, no option was granted to employees of the Company’s holding company or its related companies.

Save as varied under the variation agreements described above, the options granted by SHC Insurance do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company.

Redemption and cancellation of all outstanding share options

On 13 November 2014, following the completion of the disposal by the Company of its entire equity interest in SHC Insurance, the Company announced that all outstanding options under the SHC Capital Asia ESOS had been redeemed and cancelled on 13 November 2014 following the approval of the Company’s shareholders being obtained for the same at the extraordinary general meeting held on 25 July 2014.

As at the date of the report, there is no outstanding share option granted by the Company.

Audit committee

The members of the Audit Committee (“AC”) of the Company from 1 August 2014 up to and at the date of this report are:

• Ng Fook Ai, Victor (AC Chairman), Non-Executive Director• Teo Eu Jin, Nicholas, Non-Executive Director• Teo Soo Chew, Non-Executive Director

Prior to 1 August 2014, the members of the Audit Committee of the Company were:• Tan Hup Foi (AC Chairman), Non-Executive Director• Adrian Peh Nam Chuan, Non-Executive Director• Chua Kee Lock, Non-Executive Director

The AC performs the functions specified in Section 201B of the Act, the listing manual of SGX-ST and the Code of Corporate Governance 2012. The functions performed are detailed in the Report on Corporate Governance.

Directors’ Report24


Auditors

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

Teo Soo Kiat Teo Soo ChewDirector Director

16 March 2015

Directors’ Report25


In our opinion:

(a) the financial statements set out on 28 to 50 are drawn up so as to give a true and fair view of the state of affairs of the Company as at 31 December 2014 and the results, changes in equity and cash flows of the Company for the year ended on that date, in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

On behalf of the Board of Directors

Teo Soo Kiat Teo Soo ChewDirector Director

16 March 2015

Statement by Directors26


Report on the financial statements

We have audited the accompanying financial statements of SHC Capital Asia Limited (the “Company”), which comprise the statements of financial position as at 31 December 2014, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 28 to 50.

Management’s responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 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 auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Company as at 31 December 2014 and the results, changes in equity and cash flows of the Company 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 have been properly kept in accordance with the provisions of the Act.

KPMG LLPPublic Accountants andChartered Accountants

Singapore16 March 2015

Independent Auditors’ ReportMembers of the Company SHC Capital Asia Limited


Company

Note 2014 2013

$’000 $’000

Assets

Property, plant and equipment 6 564 –

Investment in subsidiary 7 – 39,955

Financial assets:

- Option 8 – 300

Deposits, prepayments and other receivable 9 26 409

Cash and cash equivalents 10 68,901 664

Total assets 69,491 41,328

Shareholders’ equity

Share capital 11 40,144 39,955

Share option reserve 11 – 32

Accumulated profits/(losses) 28,935 (140)

Total shareholders’ equity 69,079 39,847

Liabilities

Other payables 12 412 1,481

Total liabilities 412 1,481

Total equity and liabilities 69,491 41,328

Statement of Financial PositionAs at 31 December 2014

The accompanying notes form an integral part of these financial statements.

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Company

Note 2014 2013

$’000 $’000

Gain on disposal of investment in subsidiary 13 64,725 –

Finance and other income 14 3,597 1,612

Total income 68,322 1,612

Staff costs 15 (140) (153)

Depreciation of property, plant and equipment 6 (62) –

Other operating expenses 17 (1,559) (1,020)

Total expenses (1,761) (1,173)

Profit before income tax 66,561 439

Income tax expense 18 – –

Profit for the year 66,561 439

Other comprehensive income – –

Other comprehensive income for the year, net of tax – –

Total comprehensive income for the year 66,561 439

Earnings per share

Basic earnings per share (cents) 19 21.78 0.14

Diluted earnings per share (cents) 19 21.59 0.14

Statement of Comprehensive IncomeYear ended 31 December 2014



Attributable to owners of the Company

NoteSharecapital

Share optionreserve

Accumulated profits/(losses) Total

$’000 $’000 $’000 $’000

Company

At 1 January 2014 39,955 32 (140) 39,847

Total comprehensive income for the year

Profit for the year – – 66,561 66,561

Total comprehensive income for the year – – 66,561 66,561

Transactions with owners, recognised directly in equity

Contributions by and distributions to owners

Issue of employee share options 11 – 57 – 57

Employee share options exercised 11 189 – – 189

Transfer of share option reserve to accumulated profits 11 – (89) 89 –

Dividend declared 11 – – (37,575) (37,575)

Total transactions with owners of the Company 189 (32) (37,486) (37,329)

At 31 December 2014 40,144 – 28,935 69,079

At 1 January 2013 39,955 10 90 40,055

Total comprehensive income for the year

Profit for the year – – 439 439

Total comprehensive income for the year – – 439 439

Transactions with owners, recognised directly in equity

Contributions by and distributions to owners

Issue of employee share options 11 – 22 – 22

Dividend declared 11 – – (669) (669)

Total transactions with owners of the Company – 22 (669) (647)

At 31 December 2013 39,955 32 (140) 39,847

Statement of Changes In EquityYear ended 31 December 2014


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Company

Note 2014 2013

$’000 $’000

Cash flows from operating activities


Adjustments for:

Depreciation of property, plant and equipment 6 62 –

Gain on disposal of investment in subsidiary 13 (64,725) –

Fair value loss/(gain) on option derivative designated at fair value through profit or loss 400 (400)

Transfer of share option reserve to accumulated profits 89 –

(Termination)/Issue of employee share options (32) 23

Interest income 14 (61) (1)

Dividend income 14 (3,526) (1,611)

(1,232) (1,550)

Changes in working capital:

Other receivable (9) –

Deposits, prepayments and other assets (8) 5

Amount due to related companies (1,025) 1,025

Other payables (44) 97

Cash used in operations (2,318) (423)

Interest received 61 1

Dividend received 3,526 1,611

Net cash from operating activities 1,269 1,189

Cash flows from investing activities

Purchase of property, plant and equipment 6 (626) –

Receipt from termination of option/(acquisition) of option 300 (300)

Net proceeds from disposal of investment in subsidiary 13 104,680 –

Deposit withheld as collateral for Standby Letter of Credit (12,500) –

Deposit withheld in escrow account (46,894) –

Net cash from/(used in) investing activities 44,960 (300)

Cash flows from financing activities

Proceeds from issuance of shares 189 –

Dividends paid 11 (37,575) (669)

Net cash used in financing activities (37,386) (669)

Net increase in cash and cash equivalents 8,843 220

Cash and cash equivalents at 1 January 664 444

Cash and cash equivalents at 31 December 10 9,507 664

Analysis of cash and cash equivalents

Fixed deposits 9,167 500

Cash and bank balances 59,734 164

Cash and cash equivalents 10 68,901 664

Less: Deposits withheld as collateral for Standby Letter of Credit (12,500) –

Deposit withheld in escrow account (46,894) –

Cash and cash equivalents in the Statement of Cash Flows 10 9,507 664

Statement of Cash FlowsYear ended 31 December 2014



Notes to the Financial StatementsYear ended 31 December 2014

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 16 March 2015.

1 Domicile and activities

SHC Capital Asia Limited (the “Company”) is a company incorporated in Singapore. The address of the Company’s registered office is 302 Orchard Road #10-01, Singapore 238862.

The immediate holding company is SHC Capital Holdings Pte Ltd which is incorporated in Singapore. The ultimate holding company is See Hoy Chan Sdn. Berhad which is incorporated in Malaysia.

The principal activity of the Company is that of an investment holding company.

The Company had on 20 June 2014 entered into a conditional sale and purchase agreement with ERGO International AG to dispose off its wholly owned subsidiary, SHC Insurance Pte. Ltd. (“SHC Insurance”) (the “Disposal”). The Disposal was completed on 1 August 2014. With the completion of the Disposal, the Company did not have any subsidiary nor associated company as at 31 December 2014. Accordingly, only the financial statements of the Company are presented herein.

Following the completion of the Disposal on 1 August 2014, the Company ceased to have any operating business and accordingly, the Company is deemed a cash company within the meaning of Rule 1017 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (“Catalist Rules”). The Company has been seeking out new businesses which will meet the listing criteria of the SGX-ST. Pursuant to Rule 1017(1)(b) of the Catalist Rules, the Company is required to make quarterly announcements to update its shareholders of milestones in obtaining a new business.

Under Rule 1017(2) of the Catalist Rules, the SGX-ST will proceed to remove the Company from the Catalist board if it is unable to meet the requirements for a new listing within 12 months from the time it becomes a cash company. The Company may apply to the SGX-ST for a maximum 6-month extension to the 12-month period if it has already signed a definitive agreement for the acquisition of a new business, of which the acquisition must be completed in the 6-month extension period. In the event the Company is unable to meet its milestones or complete the relevant acquisition within the stipulated time period, the Company will be delisted from the SGX-ST.

2 Basis of preparation

2.1 Statement of compliance

The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”).

2.2 Basis of measurement

The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies or the explanatory notes set out below.

2.3 Functional and presentation currency

These financial statements are presented in Singapore dollars which is the Company’s functional currency. The financial information is presented in Singapore dollars, rounded to the nearest thousand, unless otherwise stated.

The functional currency of the Company is the Singapore dollar as its operating expenses are denominated primarily in Singapore dollars and receipts from operations are usually retained in Singapore dollars, the Directors of the Company are of the opinion that the Singapore dollar reflects the economic substance of the underlying events and circumstances relevant to the Company.

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2 Basis of preparation (cont’d)

2.4 Use of estimates and judgements

The preparation of financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in the period in which the estimate is revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements and information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following note:

• Note 4 – critical accounting estimates and judgements in applying accounting policies.

3 Significant accounting policies

The accounting policies set out below have been applied consistently by the Company to all periods presented in these financial statements.

3.1 Property, plant and equipment

Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. All items of property, plant and equipment are initially recorded at cost.

The initial cost of property, plant and equipment comprises its purchase price, including any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after the property, plant and equipment has been put into operation, such as repairs and maintenance and overhaul costs, are normally charged to the profit or loss in the period in which the costs are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment beyond its originally assessed standard of performance, the expenditure is capitalised as part of the property, plant and equipment.

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

The estimated useful lives for the current and comparative years are as follows:

Motor vehicles – 5 years

Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets.

The useful lives and depreciation methods are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. An assessment of the carrying value of the property, plant and equipment is made when there are indications that the assets have been impaired or the impairment losses recognised in prior years no longer exist.



3 Significant accounting policies (cont’d)

3.2 Investment in subsidiary

Subsidiary is an entity controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Investment in subsidiary is stated at cost less any accumulated impairment losses. An assessment of recoverable amounts of investment in subsidiary is performed when there is an indication that the investment may have been impaired.

Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

On disposal of investment in subsidiary, the difference between the net disposal proceeds and the carrying amount of the investment is recognised in the profit or loss.

3.3 Financial instruments

Non-derivativefinancialassets

The Company initially recognised loans and receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Company has the following non-derivatives financial assets: Loans and receivables.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using effective interest rate method, less any impairment losses.

Loans and receivables comprise other receivables, deposits and cash and cash equivalents.

Non-derivativefinancialliabilities

The Company initially recognises financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Company has the following non-derivative financial liabilities: Other payables.

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

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3.4 Impairment

Non-derivativefinancialassets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

Loans and receivables

The Company considers evidence of impairment for receivables at a specific asset level. All individually significant receivables are assessed for specific impairment.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

3.5 Provisions

A provision is recognised in the statement of financial position when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

3.6 Employee benefits

Definedcontributionplans

Obligations for contributions to a statutory defined contribution plan are recognised as an expense in the profit or loss as incurred.

A liability is recognised for employee benefits arising from services rendered by employees to the reporting date. Employee benefits expected to be settled within one financial year arising from annual leave are measured at their nominal amount.

Share-based payment transactions

The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

3.7 Revenue

Other income

Other income comprises gains on disposal of available-for-sale financial assets and investment in subsidiary and sundry income.




3.8 Finance income

Finance income comprises interest income from available-for-sale financial assets and cash and cash equivalents, dividend income and fair value gain on option derivative designated at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

3.9 Dividends

Dividends payable on the issued ordinary shares are recognised as a liability in the financial year in which they are declared.

3.10 Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is provided in full using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3.11 Key management personnel

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The Directors, the Interim Chief Executive Officer and Interim Chief Financial Officer are considered as key management personnel of the Company.

3.12 Government grants

Special Employment Credit Scheme

Cash grants received from the government in relation to the Special Employment Credit Scheme are recognised upon receipt. Such grants are provided to defray the wage costs incurred by the Company to encourage hiring of older Singapore workers, and are offset against staff costs in the financial statements.

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3.13 Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprises share options granted to employees of the Company.

3.14 New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Company.

4 Critical accounting estimates and judgements in applying accounting policies

Management has assessed the development, selection and disclosure of the critical accounting policies and estimates, and the application of these policies and 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 judgements in applying accounting policies

In the preparation of the financial statements, there were no critical judgements that management made in the process of applying the Company’s accounting policies that have a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Estimated useful lives of property, plant and equipment

The cost of the property, plant and equipment is depreciated on a straight-line basis over their estimated economic useful lives. The Company reviews the residual values and useful lives of the property, plant and equipment at the balance sheet date in accordance with the accounting policy in Note 3.1. Significant judgement is required in determining the residual values and useful lives, the Company considered the expected usage, maintenance and repair costs of property, plant and equipment. Any changes to these judgements could impact the economic useful lives and residual values of these property, plant and equipment and therefore future depreciation charges could be revised. A reduction in the estimated useful lives of property, plant and equipment would increase the recorded depreciation and decrease the carrying amount of property, plant and equipment. The carrying amount of property, plant and equipment at the balance sheet date is disclosed in Note 6.



5 Financial risk

The main risks arising from the Company’s financial instruments are credit risk, liquidity risk and market risk (comprising interest rate risk, foreign currency risk and price risk). The Board reviews and agrees policies for managing each of these risks and they are summarised below:

(i) Credit risk

The carrying amount of other receivables, and cash and cash equivalents represent the Company’s maximum exposure to credit risk.

Cash and fixed deposits are placed with banks and financial institutions which are regulated in Singapore and have high credit ratings assigned by international credit-rating agency.

At the reporting date, the Company has no significant concentration of credit risk.

(ii) Liquidity risk

An important aspect of the Company’s management of assets and liabilities is to ensure that cash is available to settle liabilities as they fall due. The Company maintains cash and liquid deposits to meet these demands on a daily basis.

The undiscounted cash outflows of other payables as at the reporting date are expected to occur within 1 year and approximate their carrying amounts.

(iii) Interest rate risk

The Company’s exposure to changes in interest rates relates primarily to its short term fixed deposits.

The Company does not have any debt securities with variable interest rate. The Company’s cash holdings are held mainly in fixed deposits, and are thus exposed to interest rate risks when the deposits have to be rolled over.

The Company’s operating and investing cash flows are substantially independent of changes in market interest rate. As at the reporting date, since the interest rates earned are at very low levels, the risk that interest rates will fall significantly lower or become zero is very low.

(iv) Foreign currency risk

During the ordinary course of business, the Company may engage in foreign currency denominated transactions or invest in foreign currency equity or debt securities. As a result, the Company is exposed to movements in foreign currency exchange rates.

The Company does not use derivative financial instruments to protect itself against the volatility associated with foreign currency transactions, and other financial assets and liabilities created in the ordinary course of business.

The Company’s foreign currency exposures as at 31 December 2014 are not significant.

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5 Financial risk (cont’d)

(v) Equity price risk

The Company does not have any exposure to equity price risks as it does not hold any equity securities.

Derivative financial instruments

The fair value of derivative financial instrument-option was determined by an independent professional valuer. During the year, the option was terminated with the deposit of $300,000 (2013: Nil) received by the Company. See Note 8 for details.

Other financial assets and liabilities

The carrying amounts of other financial assets and liabilities with maturities of less than one year (including other receivables, cash and cash equivalents, and other payables), less any allowance for impairment losses, are assumed to approximate their fair values because of their short periods to maturity, repricing to market interest rates within a short period or are receivable/payable on demand.

6 Property, plant and equipment

Motor vehicle Total

$’000 $’000

Cost

At 1 January and 31 December 2013 – –

Additions 626 626

Disposals – –

At 31 December 2014 626 626

Accumulated depreciation and impairment losses

At 1 January and 31 December 2013 – –

Additions 62 62

Disposals – –

At 31 December 2014 62 62

Carrying amounts

At 1 January 2013 – –

At 31 December 2013 – –

At 31 December 2014 564 564



7 Investment in subsidiary

Company

2014 2013

$’000 $’000

Equity investments at cost – 39,955

Country of incorporation Ownership interest

Note 2014 2013

% %

SHC Insurance Pte. Ltd. (1) 1 Singapore – 100

(1) Audited by KPMG LLP

As stated in note 1, the Company completed the Disposal on 1 August 2014.

8 Financial assets - Options

The Company entered into an option to purchase shares agreement to purchase shares in the issued capital of PT Asuransi Parolamas. On 22 December 2011, the deposit of $300,000 was paid and this was then accounted as the initial investment of the option. The option entitled the Company to purchase up to 55% of the issued and paid up share capital of PT Asuransi Parolamas within 5 years from the date of agreement. The exercisability of these options were subject to conditions and relevant approvals from the regulators in Indonesia and Singapore.

On 13 August 2014, the option to purchase shares in the capital of PT Asuransi Parolamas was terminated and the deposit of $300,000 was refunded to the Company on 14 August 2014. Pursuant to the agreement of termination dated 13 August 2014 entered into between the Company and PT Asuransi Parolamas, the Call Option Agreement, the Investment and Shareholders Agreement and the Technical Services Agreement had been terminated and had ceased to be legally binding or have any effect.

The contractual or underlying principal amount of the derivative financial instrument and their corresponding gross positive and negative fair values at reporting date is as follows:

2014 2013

Notional Fair value Notional Fair value

Principal amount Positive Negative Principal amount Positive Negative

$ $’000 $’000 $ $’000 $’000

Option – – – 1 400 –

Fair value hierarchy

The table below analyses financial assets carried at fair value, by valuation method. The different levels have been defined as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

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8 Financial assets - Options (cont’d)

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

31 December 2014

Derivative financial asset

- Option – – – –

– – – –

31 December 2013

Derivative financial asset

- Option – 700 – 700

– 700 – 700

During the current and prior financial years, there have been no transfers between the different levels.

9 Deposits, prepayments and other receivable

Company

2014 2013

$’000 $’000

Deposits and prepayments 17 9

Positive mark-to-market adjustment arising from derivative financial instrument – 400

Other receivable 9 –

26 409

10 Cash and cash equivalents

Company

2014 2013

$’000 $’000

Fixed deposits 9,167 500

Cash and bank balances 59,734 164

68,901 664

Less: Deposit withheld as collateral for Standby Letter of Credit(1) (12,500) –

Deposit withheld in escrow account(2) (46,894) –

Cash and cash equivalents in the statement of cash flows 9,507 664

The weighted average effective interest rate per annum relating to cash and cash equivalents at the reporting date for the Company is 0.40% (2013: 0.47%). Interest rates reprice at intervals of one, three or six months.

(1) This relates to bank balances of $12,500,000 placed as collateral under two Standby Letter of Credit (“SBLC”) required under the Sale and Purchase agreement for the Disposal. The SBLC is obtained and secured by the same amount of deposit placed in a current account maintained with the bank. The first SBLC amounting to $11,200,000 will expire on 31 January 2016 and the second SBLC amounting to $1,300,000 will expire on 1 August 2020. The bank balances do not earn any interest.

(2) This relates to cash placed in an escrow account in accordance with Rule 1017 (1)(a) of the Catalist Rules, representing the disposal proceeds on the sale of its subsidiary which earns an interest of 0.15% p.a.



11 Share capital and reserves

Company

2014 2013

No. of shares’000

No. of shares’000

Issued and fully paid ordinary shares, with no par value:

At 1 January 303,983 303,983

Issued during the year 2,000 –

At 31 December 305,983 303,983

Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

On 1 March 2014, each of the then Non-Executive Directors, namely Messrs Low Seow Juan, Adrian Peh Nam Chuan, Tan Hup Foi and Chua Kee Lock, exercised their varied options under SHC Capital Asia ESOS at $0.0944 per share and subscribed for 500,000 ordinary shares each in the share capital of the Company amounting to $188,800.

Capital management

Prior to the Disposal, the Company’s capital management policy aims to:– maintain a strong capital base to sustain and grow the business so as to uphold investors, creditors and market

confidence; and– provide an adequate return to shareholders through prudent underwriting of insurance risks and optimising

investment returns within the risk parameters established by the Board.

Following the completion of the Disposal on 1 August 2014, the Company ceased to have any operating business and has become a cash company within the meaning of Rule 1017 of the Catalist Rules.

When the proposed final dividend is approved by shareholders and eventually paid subsequent to year end, the Company would have returned a total of $64.256 million back to its shareholders, representing substantially the profit from the sale of SHC Insurance.

The Board will continue to review the Company’s capital management policy and will assess the capital position of the Company taking into consideration any new business opportunities and investments that may present themselves from time to time and which the Board regards to be in the interest of the Company and its shareholders.

The Board monitors the return on shareholders’ equity, which is defined as net profit after tax divided by total shareholders’ equity, and the level of dividends to ordinary shareholders.

Share option reserves

The movement in share option reserve is as follows:

Company

2014 2013

$’000 $’000

As at 1 January 32 10

Issue of employee share option 57 22

Transferred to accumulated profits (89) –

– 32

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11 Share capital and reserves (cont’d)

Share option reserves (cont’d)

The share option reserve comprises the cumulative value of employee services received for the issue of share options under the SHC Asia Employee Share Options Scheme (“ESOS”) included in staff costs in note 14.

The share option reserve is transferred to accumulated profits following the redemption and cancellation of all outstanding options granted under the ESOS on 13 November 2014 following the approval of the Company’s shareholders at an extraordinary general meeting held on 25 July 2014. See note 15.

Dividends

The following exempt and special (one-tier) dividend was declared and paid by the Company:

For the year ended 31 December

Company

2014 2013

$’000 $’000

Paid by the Company to owners of the Company

Exempt (one-tier) dividend

0.28 cents per qualifying ordinary share (2013: 0.22 cents) 857 669

Special (one-tier) dividend

12 cents per qualifying ordinary share (2013: Nil) 36,718 –

37,575 669

Following the completion of the Disposal, the Company declared and paid an interim special dividend of 12 Singapore cents per Share (tax-exempt one-tier) (“Interim Special Dividend”) on 12 August 2014.

After the reporting date, the following exempt (one-tier) dividend was proposed by the Directors.

The exempt (one-tier) dividend has not been provided for.

Company

2014 2013

$’000 $’000

9 cents per qualifying ordinary share (2013: 0.28 cents) 27,538 857



12 Other payables

Company

2014 2013

$’000 $’000

Accrued operating expenses 404 456

Other creditors 8 1,025

412 1,481

Other creditors in the comparative include the amounts due to the Company’s previous subsidiary and are unsecured, interest-free and repayable on demand.

Other creditors are due within 30 days (2013: 30 days) from the reporting date.

13 Gain on disposal of investment in subsidiary

On 1 August 2014, the Company disposed of its entire interest in SHC Insurance Pte. Ltd. for a consideration of $117,340,283. The gain on disposal was derived as follows:

2014

$’000

Consideration from the sale of subsidiary 117,340

Less:

Retention bonus 948

Redemption of ESOS (see note 16) 7,817

Other professional fees 3,895

Net cash inflow on disposal 104,680

Less:

Investment in subsidiary (see note 7) 39,955

Gain on disposal of subsidiary recognised in profit and loss 64,725

Retention bonus relates to the amount contributed by the Company towards the management retention bonuses payable to certain key management of SHC Insurance.

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14 Finance and other income

Company

2014 2013

$’000 $’000

Finance income:

Interest income

- Fixed deposits with banks 31 1

- Cash and cash equivalents 30 –

61 1

Dividend income 3,526 1,611

Total finance income 3,587 1,612

Other income:

Other sundry income 10 –

Total finance and other income 3,597 1,612

15 Staff costs

Company

2014 2013

$’000 $’000

Salaries, bonuses and other benefits 139 151

Employer’s Central Provident Fund Contributions 1 2

140 153

16 Share-based payment

The Company has a share-based payment arrangement under its SHC Capital Asia Employee Share Option Scheme (“ESOS”) (equity-settled).

Options granted under the ESOS entitles executive and non-executive directors and employees to purchase shares in the Company.

In connection with the Disposal of SHC Insurance, all outstanding options granted under the ESOS were cancelled and redeemed by the Company on 13 November 2014.

A total of $7,816,780 was paid to all holders of the outstanding options granted under the ESOS on 14 November 2014 and this was based on fair market value of the outstanding options as at 1 August 2014 as assessed by Ernst & Young Solutions LLP.



16 Share-based payment (cont’d)

Inputs for measurement of the grant date fair value

The grant date fair value of the options granted under SHC Capital ESOS and SHC Capital Asia ESOS Capital was measured using the Trinomial Option Pricing Model (TOPM). Expected volatility is estimated by considering historical average share price volatility. The inputs used in the measurement of the fair values at grant date of the share based payment plan are as follows:

Fair value of varied options and assumptions for 2012 ESOS

Fair value at grant date

33% exercisable 12 months from date of grant $0.033



Share price at grant date $0.091

Exercise price $0.091

Expected volatility 57.7%

Option life 3.5 years

Expected dividends 0.0018

Risk-free interest rate (based on Singapore government bond with comparable maturity) 0.48%

Fair value of varied options and assumptions for 21 January 2013 ESOS









Expected dividends –


Fair value of varied options and assumptions for 19 June 2013 ESOS









Expected dividends 0.0022


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16 Share-based payment (cont’d)

The number and weighted average exercise prices of the options are as follows:

Weighted average exercise

price(cents)

Number of options

Weighted average exercise

price(cents)

Number of options

2014 2014 2013 2013

’000 ’000

Outstanding at 1 January 11.12 31,972 8.92 19,254

Granted during the year – – 14.44 12,718

Exercised during the year 9.44 (2,000) – –

29,972 31,972

Less: Redeemed during the year (29,972) –

Outstanding at 31 December – – 11.12 31,972

Exercisable at 31 December – – 8.80 17,698

17 Other operating expenses

Company

2014 2013

$’000 $’000

Other operating expenses include:

Audit fees paid/payable to:

- auditors for the Company 12 8

Director fees paid 443 239



18 Income tax expense

Major components of income tax expense are as follows:

2014 2013

$’000 $’000

Current tax expense/(credit)

Current year – –

– –

2014 2013

$’000 $’000

Reconciliation of effective tax rate


Income tax using domestic statutory tax rate of 17% 11,315 75

Non-deductible expenses 299 198

Tax exempt income (11,614) (273)

– –

19 Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 31 December 2014 was based on the profit attributed to ordinary shareholders of $66,561,000 (2013: $439,000), and a weighted average number of ordinary shares outstanding of 305,660,000 (2013: 303,983,000), calculated as follows:

2014 2013

$’000 $’000

Net profit attributable to ordinary shareholders 66,561 439

No. of shares

2014 2013

’000 ’000

Issued ordinary shares at beginning of the year 303,983 303,983

Effect of share option exercised 1,677 –

Weighted average number of ordinary shares during the year 305,660 303,983

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19 Earnings per share (cont’d)

Diluted earnings per share

The calculation of diluted earnings per share at 31 December 2014 was based on profit attributed to ordinary shareholders of $66,561,000 (2013: $439,000), and a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of 308,354,000 (2013: 309,190,399), calculated as follows:

2014 2013

$’000 $’000

Net profit attributable to ordinary shareholders 66,561 439

No. of shares

2014 2013

’000 ’000

Weighted average number of ordinary shares (basic) 305,660 303,983

Effect of potential ordinary shares issuable under share options 2,694 5,207

Weighted average number of ordinary issued and potential shares assuming full conversion 308,354 309,190

At 31 December 2014, nil options (2013: nil) were excluded from the diluted weighted average number of ordinary shares calculation as their effect would be anti-dilutive.

The average market value of the Company’s shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices during the year.

20 Operating segment

Prior to completion of the Disposal, the Company has only one operating segment, which is insurance operation undertaken by its subsidiary covering various classes of general insurance risk. Technology, staffing, underwriting and marketing strategies are not differentiated between the classes of risk.

Following completion of the Disposal on 1 August 2014, the Company did not have any operating activity and accordingly, there is no applicable operating segment. As at 31 December 2014, the Company was dormant and remained as a cash company under Rule 1017 of the Catalist Rules.



21 Related parties

For the purposes of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Transactions with key management personnel

Key management personnel remuneration

Directors’ fees amounted to $442,625 (2013: $238,500).

Other key management personnel’s remuneration amounted to $319,044 (2013: $123,146) (1).

The employer’s Central Provident Fund contribution included in other key management personnel’s remuneration amounted to $1,050 (2013: $1,800) (1).

(1) Other key management personnel include the Chief Executive Officer and Group Financial Controller who were management of SHC Insurance and who had resigned on 1 August 2014 and Interim Chief Executive Officer and Interim Chief Financial Officer who were appointed on 1 August 2014 upon completion of the Disposal of SHC Insurance.

22 Comparative figure

The comparatives are presented at the Company level amounts as consolidated financial statements are not required to be prepared because the entity is no longer a parent at the reporting date.

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Shareholding StatisticsAs at 17 March 2015

No. of issued shares (excluding treasury shares) : 305,982,583No. of treasury shares : NilClass of shares : Ordinary shareVoting rights : One vote per share

SIZE OF NO. OF

SHAREHOLDINGS SHAREHOLDERS % NO. OF SHARES %

1 - 99 23 0.89 375 –

100 - 1,000 1,046 40.53 1,036,860 0.34

1,001 - 10,000 1,068 41.38 5,231,540 1.71

10,001 - 1,000,000 434 16.81 30,003,441 9.81

1,000,001 and above 10 0.39 269,710,367 88.14

Total 2,581 100.00 305,982,583 100.00

TWENTY-THREE LARGEST SHAREHOLDERS

SHAREHOLDER’S NAME NO OF SHARES %

1 SHC CAPITAL HOLDINGS PTE LTD 249,639,317 81.59

2 CIMB SECURITIES (SINGAPORE) PTE LTD 5,732,100 1.87

3 DBS VICKERS SECURITIES (S) PTE LTD 2,491,000 0.81

4 LAM SOON REALTY PTE LTD 2,343,000 0.77

5 WONG JUAT JIONG 1,976,000 0.65

6 PHILLIP SECURITIES PTE LTD 1,907,000 0.62

7 DBS NOMINEES PTE LTD 1,711,000 0.56

8 KOH CHIN HWA 1,500,000 0.49

9 MAYBANK KIM ENG SECURITIES PTE LTD 1,241,950 0.41

10 OCBC SECURITIES PRIVATE LTD 1,169,000 0.38

11 CRICHTON GREGORY ROBERT SCOTT 1,000,000 0.33

12 TOH SAY HONG 1,000,000 0.33

13 LAU KIM HOON 994,000 0.32

14 SEOW MING LIANG 750,000 0.25

15 NG KIN MUN (WU JIANWEN) 600,000 0.20

16 UNITED OVERSEAS BANK NOMINEES PTE LTD 586,000 0.19

17 LEE BOON LEONG 548,000 0.18

18 CHUA KEE LOCK 500,000 0.16

19 LOW SEOW JUAN 500,000 0.16

20 PEH NAM CHUAN ADRIAN 500,000 0.16

21 SEAH SOON PENG 500,000 0.16

22 TAN HUP FOI 500,000 0.16

23 TAN SOO CHYE RONNIE 500,000 0.16

Total 278,188,367 90.91


REGISTER OF SUBSTANTIAL SHAREHOLDERS AS AT 17 MARCH 2015(As recorded in the Register of Substantial Shareholders)

Name of Shareholder

Direct Interest Deemed Interest

Number of shares % Number of shares %

SHC Capital Holdings Pte Ltd1 249,639,317 81.59 – –

See Hoy Chan Holdings Pte Ltd2 – – 249,639,317 81.59

See Hoy Chan Sdn. Berhad3 – – 249,639,317 81.59

Teo Soo Chew3 – – 249,639,317 81.59

Teo Soo Kiat3 – – 249,639,317 81.59

Teo Chiang Khai3 – – 249,639,317 81.59

Notes:

1) See Hoy Chan Holdings Pte Ltd has a deemed interest in 249,639,317 shares arising from its 100% interest in SHC Capital Holdings Pte Ltd which holds 249,639,317 shares.

2) See Hoy Chan Sdn. Berhad, the controlling Shareholder, has a deemed interest in 249,639,317 shares arising from its 100% interest in See Hoy Chan Holdings Pte Ltd.

3) Messrs Teo Soo Chew, Teo Soo Kiat and Teo Chiang Khai are deemed to be interested in the shares held by SHC Capital Holdings Pte Ltd by virtue of their respective interests in See Hoy Chan Sdn. Berhad.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

As at 17 March 2015, based on the Company’s register of shareholders, the percentage of the Company’s shareholding interest held in the hands of the public is 18.41%. The Company is therefore in compliance with Rule 723 of the SGX-ST Listing Manual Section B: Rules of Catalist.

The Company has no treasury shares as at 17 March 2015.

Shareholding StatisticsAs at 17 March 2015

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of SHC Capital Asia Limited (the “Company”) will be held at Orchard Hotel Singapore, Room Nutmeg, Level 2, 442 Orchard Road, Singapore 238879 on Thursday, 30 April 2015 at 2.30p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company for the financial year ended 31 December 2014 (“FY2014”) together with the Auditors’ Report thereon. (Resolution 1)

2. To approve the payment of a final tax-exempt (one-tier) dividend of S$0.09 per ordinary share in the capital of the Company for FY2014. (Resolution 2)

3. To re-elect the retiring director of the Company (“Director”), Mr. Teo Chiang Khai, retiring pursuant to Article 99 of the Company’s Articles of Association. (Resolution 3)

Please refer to the “Board of Directors” section of the Company’s Annual Report 2014 for information on Mr. Teo Chiang Khai. Mr. Teo Chiang Khai is a nephew of Messrs Teo Soo Kiat and Teo Soo Chew and a cousin of Mr. Teo Hsi Leang. Messrs Teo Soo Chew, Teo Soo Kiat and Teo Chiang Khai are deemed to be interested in the shares held by SHC Capital Holdings Pte Ltd by virtue of their respective interests in See Hoy Chan Sdn. Berhad. Save for the abovementioned relationships, Mr. Teo Chiang Khai has no relationship (including immediate family relationships) with other Directors and the Company or its 10% shareholders.

4. To re-elect the retiring Director, Mr. Teo Hsi Leang, retiring pursuant to Article 81 of the Company’s Articles of Association. (Resolution 4)

Please refer to the “Board of Directors” section of the Company’s Annual Report 2014 for information on Mr. Teo Hsi Leang. Mr. Teo Hsi Leang is a nephew of Messrs Teo Soo Chew and Teo Soo Kiat and a cousin of Mr. Teo Chiang Khai. Save for the abovementioned relationships, Mr. Teo Hsi Leang has no relationship (including immediate family relationships) with other Directors and the Company or its 10% shareholders.

5. To re-elect the retiring Director, Mr. Ng Fook Ai, Victor, retiring pursuant to Article 81 of the Company’s Articles of

Association. (Resolution 5)

Mr. Ng Fook Ai, Victor is considered independent for the purpose of Rule 704(7) of the SGX-ST Listing Manual Section B: Rules of Catalist (the “Listing Manual”), and if re-elected, will remain as the Lead Independent Director, Chairman of the Audit Committee and Remuneration Committee and a member of the Nominating Committee of the Company. Please refer to the “Board of Directors” section of the Company’s Annual Report 2014 for information on Mr. Ng Fook Ai, Victor. There is no relationship (including immediate family relationships) between Mr. Ng Fook Ai, Victor and the other Directors, the Company or its 10% shareholders.

6. To re-elect the retiring Director, Mr. Teo Eu Jin, Nicholas, retiring pursuant to Article 81 of the Company’s Articles of Association. (Resolution 6)

Mr. Teo Eu Jin, Nicholas is considered independent for the purpose of Rule 704(7) of the Listing Manual, and if re-elected, will remain as an Independent Director, Chairman of the Nominating Committee and member of the Audit Committee and Remuneration Committee of the Company. Please refer to the “Board of Directors” section of the Company’s Annual Report 2014 for information on Mr. Teo Eu Jin, Nicholas. There is no relationship (including immediate family relationships) between Mr. Teo Eu Jin, Nicholas and the other Directors, the Company or its 10% shareholders.

7. To approve the payment of Directors’ fees of S$104,750 (“Additional Directors’ Fees”) for FY2014 (previous year: S$477,000.00).

[See explanatory note 1] (Resolution 7)

8. To re-appoint Messrs KPMG LLP as the Company’s Auditors and to authorise the Directors to fix their remuneration. (Resolution 8)


AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications: 9. Authority to issue shares (“Company General Share Issue Mandate”)

That, pursuant to Section 161 of the Singapore Companies Act, Cap. 50 (“Companies Act”) and Rule 806 of the Listing Manual, authority be and is hereby given to the Directors to:-

(a) (i) allot and issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or

otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed one hundred per cent (100%) of the total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent (50%) of the Company’s total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (2) below).

(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of

determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of the total number of issued Shares is based on the total number of issued Shares (excluding treasury shares) at the time this Resolution is passed, after adjusting for:

(i) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed;

(ii) new Shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual; and

(iii) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Directors shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. [See explanatory note 2] (Resolution 9)

Notice of Annual General Meeting54


10. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

By Order of the Board

Chan Lai YinCompany Secretary

Singapore, 15 April 2015

Explanatory Notes:

1. The Company had at its extraordinary general meeting held on 25 July 2014, obtained the approval of its shareholders for the payment of Directors’ fees of up to S$477,000 in respect of FY2014. Under Resolution 7, approval is being sought at the forthcoming Annual General Meeting for the Additional Directors’ Fees, comprising the basic Directors’ fees in respect of FY2014 to be paid to the three new Non-Executive Directors appointed during FY2014, namely, Messrs Teo Hsi Leang, Ng Fook Ai, Victor and Teo Eu Jin, Nicholas for serving on the Board and Board Committees since their appointment on 1 August 2014. The three new Non-Executive Directors are not entitled to the Directors’ fees which were approved by shareholders on 25 July 2014.

2. Resolution 9, if passed, will empower the Directors from the date of the above meeting until the date of the next Annual General Meeting of the Company, to allot and issue Shares and convertible securities in the Company. The aggregate number of Shares (including any Shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed one hundred per cent (100%) of the total number of issued Shares excluding treasury shares. For issues of Shares other than on a pro-rata basis to all shareholders of the Company, the aggregate number of Shares to be issued will not exceed fifty per cent (50%) of total number of issued Shares excluding treasury shares. This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. However, notwithstanding the cessation of this authority, the Directors are empowered to issue Shares pursuant to any Instrument made or granted under this authority.

Notes :

1. A depositor’s name must appear on the Depository Register not less than 48 hours before the time appointed for holding the meeting.

2. A Member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.

3. The instrument appointing a proxy must be deposited at the Registrar’s Office of the Company at 80 Robinson Road,

#02-00, Singapore 068898 not less than 48 hours before the time appointed for holding the meeting.



NOTICE OF BOOKS CLOSURE

NOTICE IS HEREBY GIVEN that, subject to shareholders’ approval to the proposed final dividend at the forthcoming Annual General Meeting, the Share Transfer Books and Register of Members of the Company will be closed on 8 May 2015 for the purpose of determining Members’ entitlements to a final tax exempt (one-tier) dividend of S$0.09 per ordinary share.

Duly completed registrable transfers in respect of the shares in the Company received up to the close of business at 5.00p.m. on 7 May 2015 by the Company’s Singapore Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00, Singapore 068898 will be registered to determine Members’ entitlements to the proposed final dividend. Members whose Securities Accounts with The Central Depository (Pte) Ltd are credited with shares in the Company as at 5.00 p.m. on 7 May 2015 will be entitled to the proposed final dividend.

The proposed final dividend, if approved at the forthcoming Annual General Meeting, will be paid on 28 May 2015.



SHC Capital Asia Limited(Incorporated in the Republic of Singapore)(Company Registration No. 201201631D)

Proxy Form(Please see notes overleaf before completing this form)

IMPORTANT

1. For investors who have used their CPF monies to buy SHC Capital Asia Limited shares, the Annual Report is forwarded to them at the request of their 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 purpose if used or purported to be used by them.

3. CPF Investors who wish to vote should contact their CPF Approved Nominees.

*I / We (Name) NRIC / Passport No.

of (Address) being a

* member / members of SHC CAPITAL ASIA LIMITED (the “Company”), hereby appoint:

Name AddressNRIC/Passport

NumberProportion of

Shareholdings (%)

and /or (delete as appropriate)

Name AddressNRIC/Passport

NumberProportion of

Shareholdings (%)

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf and, if necessary, demand for a poll at the Annual General Meeting of the Company to be held at Orchard Hotel Singapore, Room Nutmeg, Level 2, 442 Orchard Road, Singapore 238879 on Thursday, 30 April 2015 at 2.30 p.m. or at any adjournment thereof. The proxy is to vote on the business before the meeting as indicated below. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arising at the Meeting:

No Resolutions relating to: For Against

1 Directors’ Report and Audited Financial Statements for the financial year ended 31 December 2014

2 Final Tax Exempt (one-tier) Dividend of S$0.09 per ordinary share

3 Re-election of Mr. Teo Chiang Khai as a Director

4 Re-election of Mr. Teo Hsi Leang as a Director

5 Re-election of Mr. Ng Fook Ai, Victor as a Director

6 Re-election of Mr. Teo Eu Jin, Nicholas as a Director

7 Approval of Additional Directors’ fees amounting to S$104,750 for the financial year ended 31 December 2014

8 Re-appointment of Messrs KPMG LLP as Auditors and to authorise Directors to fix their remuneration.

9 Authority to issue new shares in the capital of the Company pursuant to Section 161 of the Companies Act, Cap. 50.

(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the Resolutions as set out in the Notice of the Meeting.)

Dated this day of 2015

Total Number of Shares Held

Signature of Shareholder(s)or, Common Seal of Corporate Shareholder

* Delete accordingly IMPORTANT. Please read notes overleaf#

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.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

3. Where a member appoints more than one proxy, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy and if no percentage is specified, the first named proxy shall be treated as representing 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the first named.

4. The instrument appointing a proxy or proxies must be deposited at the office of the Company’s Share Registrar either by hand at 80 Robinson Road #11-02 Singapore 068898 or by post at 80 Robinson Road #02-00 Singapore 068898 not less than forty-eight (48) hours before the time appointed for the Annual General Meeting.

5. 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.

6. 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.

7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

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.

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SHC CAPITAL ASIA LIMITED302 Orchard Road #10-01, Singapore 238862Tel: (65) 6715 9319 Fax: (65) 6733 4383

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