Page 31 - ar2012

27 Annual Report 2012
Interested Person Transactions
The Company has established procedures to ensure that all transactions with interested persons are reported to the
AC which will review, at least twice a year, to ensure that they are carried out at arm’s length, not prejudicial to the
interest of the Group and its minority interests and in accordance with the established procedures. When a potential
confict of interest arises, the Director concerned will not participate in discussions and will refrain from exercising any
infuence over other members of the Board.
The Group does not have a general mandate for recurrent interested person transactions and there were no
interested person transactions of more than S$100,000 entered into during FY2012.
Material Contracts
Save as otherwise disclosed, there was no material contract or loan entered into between the Company and any
of its subsidiaries involving interests of the CEO, Director or controlling shareholder, either still subsisting at the end of
FY2012 or if not then subsisting, entered into since the end of the previous fnancial year.
Use of Proceeds from Rights Issue of Warrants and Exercise Proceeds of the Warrants
The Company issued 115,048,800 warrants at a price of S$0.01 per warrant pursuant to the completion of the rights
issue of warrants on 22 February 2011 (“Rights Issue of Warrants”). The proceeds from the Rights Issue of Warrants have
been fully utilised as at the date of this Annual Report.
As of 2 January 2013, the proceeds from the exercise of the Warrants amounting to S$97,280 have not been utilised.
The Company will continue to make periodic announcements on the material disbursement of any proceeds arising
from the exercise of the Warrants as and when such proceeds are materially disbursed.
Non-Sponsor Fees
The amount of non-sponsor fees paid to the Company’s sponsor, PrimePartners Corporate Finance Pte.Ltd. for FY2012
was $15,000 for fnancial advisory services rendered.
Audit and Non-Audit Fees
The amount of audit fees paid / payable by the Group to the external auditors, Moore Stephens LLP for FY2012
was approximately S$150,000. There were no non-audit services rendered by the Group’s external auditors, Moore
Stephens LLP, to the Group for FY2012.
Corporate Governance Report