the green combination - listed companyenvirohub.listedcompany.com/misc/ar2007.pdf · the green...

ReducePlastic to Fuel &Energy

Reprocess

Recycle

Reuse Recover

RefinePlatinum

Group Metals

Ferrous & Non-ferrous Metals

T H E G R E E N C O M B I N AT I O N

A N N U A L R E P O R T 2 0 0 7

[Company Registration No: 199802709E]20 Gul Way, Singapore 629196

Tel: 6863 2100Fax: 6861 2100

Email: [email protected] D

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02 THE GREEN COMBINATION

Our VisionTo be the global leader in the provision of Total Environmental

Management Solutions and Services, offering quality, secure

and cost-effective services to the Global Electronics, Electrical &

Equipment Industries.

Our MissionTo build Enviro-Hub Holdings Ltd into a total environmental hub

(e-hub), providing quality Total Environmental Management

Solutions and Services to the Global Electronics, Electrical

and Equipment Industries through cost effective, innovative and

pollution free technologies.

To offer a safe and secure environment towards protection of

Customers’ Proprietary Rights.

To be a Corporate Environmental Leader and a Leader of

Corporate Social Responsibility towards our environment and

natural resources.

Contents01 Corporate Profile / Group Structure

02 Chairman’s Statement

04 Board of Directors

05 Board of Directors / Executive Officers

06 Corporate Review

08 Financial Highlights

09 Corporate Governance Report

19 Directors’ Report

22 Statement by Directors

23 Independent Auditors’ Report

24 Balance Sheets

25 Consolidated Income Statement

26 Consolidated Statement of Changes in Equity

27 Consolidated Cash Flow Statement

29 Notes to the Financial Statements

70 Statistics Of Shareholdings

72 Notice of Annual General Meeting

75 Letter to Shareholders on Shareholders’ Mandate

Proxy Form

Corporate Information

THE GREEN COMBINATION

01ANNuAL REPORT 2007

Enviro-Hub Holdings Ltd (“Enviro-Hub”) is one of the largest providers of Total Environmental Management Solutions & Services for the Global Electrical & Electronic Equipment industries. The Group provides a whole spectrum of services such as management and recycling of electronic waste (“e-waste”), extracting & refining Platinum Group Metals, melting and refining of Copper, recovery and processing of ferrous & non-ferrous metals & chemicals, recycling of engineering plastics and recycling of other waste plastics by conversion to fuel.

In 2007, Enviro-Hub acquired the balance 36.3% of Cimelia Resource Recovery Pte Ltd making it a 100% owned subsidiary. The acquisition enables Enviro-Hub to consolidate and integrate all its electronic recycling businesses to achieve operational synergies, greater economies of scale and eliminate interested party transactions.

The commencement of commercial operations of the Group’s copper melting and refining plant during the financial year further consolidated our Group’s operations and extended the Group’s range of services.

The Group also proudly announced the successful completion of its Plastic-to-Fuel Pilot Plant, clearing the way for us to build the world’s first commercially viable facility that converts waste mixed plastics into industrial fuels. Once completed, this plant will be the world’s first commercial plastic to fuel plant and the Group has the exclusive rights to market and sell similar plants worldwide.

Enviro-Hub now provides, amongst others:

a) Recovery and refining of Platinum Group Metals;b) Recovery and processing of ferrous and non-ferrous metals;c) Melting and refining of Copper; d) Recycling of engineering plastics; ande) Recycling of waste plastics by conversion to fuel.

The group now possesses a seamless value-creation chain in the provision of Total Environment Management Solutions & Services. Leveraging on respective subsidiaries’ capabilities, Enviro-Hub is better poised to serve the Global Electrical & Electronic Equipment industries. The Enviro-Hub brand is now at the threshold of the next level.

Enviro-Hub Holdings Ltd (“Enviro-Hub”) is one of the largest providers of Total Environmental Management Solutions & Services for the Global Electrical & Electronic Equipment industries. The Group provides a whole spectrum of services such as management and recycling of electronic waste (“e-waste”), extracting & refining Platinum Group Metals, melting and refining of Copper, recovery and processing of ferrous & non-ferrous metals & chemicals, recycling of engineering plastics and recycling of other waste plastics by conversion to fuel.

Corporate Profile

Group StructureENVIRO-HUB HOLDINGS LTD

• CIMELIARESOURCERECOVERYPTELTD100%

• E-HUBMETALSPTELTD 100%

• ENVIRO-POWERPTELTD 100%

• HLSELECTRONICSPTELTD65%

• LEONGHINCRANESPTELTD100%

• LEONGHINENTERPRISEPTELTD100%

• LEONG HIN (NEWTON) PTE LTD100%

• LEONGHINPILING(PTE)LIMITED100%

• LEONGHINGEOTECHNICPTELTD100%


My Dear ShareholdersOur position as a Total Environmental Management Solutions and Services provider for the Global Electronics Electrical and Equipment Industries has been strengthened with our complete acquisition of Cimelia Resource Recovery Pte Ltd (“Cimelia”) and the commencement of commercial operations of our copper plant, further consolidating our Group’s operations and extending our range of services. Withour reputationestablishedand the relationshipwith our customers secure, we have also taken the opportunity to expand into the global arena with some joint ventures (“JV”). Our eyes are constantly on the look out for new technologies and other capabilities to integrate into our production capacity, with the aim of increasing our value add to our customers and drive the business further forward.

Figures for the year continue to reflect Enviro-Hub’s strong position in the

e-waste management business. The Group’s revenue rose S$67.8 million or an impressive 73.6% from S$92.1 million in FY2006

to reach S$159.9 million in FY2007. This milestone eventof breaking through the S$100 million level was

mainly contributed by our trading of e-waste and metals and copper refining segments, which respectively contributed 50.4% and 18.4% of total revenue in FY2007.It has been one of the best years for our trading of e-waste and metals with revenue jumping by 39.7% to reach S$80.6 million for the year.

In line with our record sales performance, gross profit surged by 99.4% from S$15.9million in FY2006 toS$31.8 million in FY2007. Other income benefitedfrom gains arising from the sale of assets, hedging on copper and products produced by our new refinery and technical fee income earned to increase by S$17.2 million. Overall, we managed to achieve a net profit after tax of S$20.3 million.

Our copper melting and refinery plant is also Singapore’s first to recover and extract copper from electronic wastes. Our copper plant commenced commercial operations in the second quarter of 2007. Copper cathodes produced at our copper plant have a purity of 99.95% (minimum) conforming to London Metal Exchange’s specifications Grade A. The sheer quality of the copper cathodes at our facility has attracted a variety of international buyers who are keen to explore alternate supply following the global raw material crunch. This had a positive impact on our revenue, adding S$29.4 million in its first year of operations.

Our plans to be a global leader in the industry came into further fruition with a number of key acquisitions wemadeduringtheyear.Weacquiredtheremaining36.3% shareholdings of Cimelia in April 2007 which enabled us to consolidate and integrate all our e-waste recycling business. The establishment of new JV and added capabilities and resources resultant from our acquisitions places the Group in an ideal position to capitalize on the tremendous potential of e-waste management.

In the latter half of 2007, we announced a JV between our wholly owned subsidiary, Cimelia, and the Ramky Group, a leading waste management and services provider in India. Since then we have attained the necessary National Operating License from the Indian Government and are poised to begin the construction

Figures for the year continue to reflect Enviro-Hub’s strong position in the waste management business. The Group’s revenue rose S$67.8 million or an impressive 73.6% from S$92.1 million in FY2006 to reach S$159.9 million in FY2007.

Chairman’s Statement


The Group also proudly announced the successful completion of its Plastic-to-Fuel Pilot Plant (“PTF”), clearing the way for us to build the world’s first commercially viable facility that converts waste mixed plastics into industrial fuels.

and operation of a facility for e-waste management, recycling and Platinum Group Metals (“PGM”) recovery and refining in Hyderabad, India. In addition to the facility, the JV will set up 5 collection centers in major Indian cities. This JV will help Enviro-hub gain a foothold in the burgeoning Indian e-waste management industry and cement our presence in India.

The Group also proudly announced the successful completion of its Plastic-to-Fuel Pilot Plant (“PTF”), clearing the way for us to build the world’s first commercially viable facility that converts waste mixed plastics into industrial fuels. Construction is expected to be completed by 2Q 2008 with an initial investment cost of S$15.0 million. This will be the world’s first commercial plastic to fuel plant and the Group has exclusive rights to market and sell such plants worldwide. In addition, the method is also emissions-free and will be qualified to earn carbon credits. According to figures released by the uS Environment Protection Agency, plastic waste in the united States amounted to 30 million tones with only 3.9 million tones of this being recycled. Our method will provide an efficient and profitable means of solving the disposal of waste plastics worldwide.

We are also optimistic about the growth prospects of our industry, due to theshortening of product life cycles from technological advancements and the Group’s geographical proximity to production giants like China and India. Rapid technological advances and an unorganized recycling sector have resulted in large stockpiles of unwantedolderproductsaccumulatinginmanycountries.Wearepositionedtotapinto the abundant source of e-waste for recycling. Add to this the fact that 80 percent of the world’s 500 million tones of e-waste is being exported to Asian countries and it is clear to see why we are poised for better growth next year.

I would like to conclude by thanking our shareholders, customers and business partners for your continual support. I would also like to mention especially the management and staff for their tremendous effort and dedicated contribution towards the success of our Group.

I look forward to continue bringing greater shareholder value to you in the years ahead.

Raymond Ng Ah HuaExecutive Chairman

Plastic-to-Fuel Pilot Plant

Liquid hydrocarbon fuel extracted by Plastic-to-Fuel Pilot Plant


Chin Teck Chuan

Raymond Ng Ah Hua

Executive ChairmanAppointed as Director on 28 October 2004 and last re-elected on 27 April 2007. A member of Nominating Committee.

As the Executive Chairman, Mr Ng is responsible for the Group’s overall management, business development, investment decisions and strategic direction and planning. He has a keen and astute business mindset which has enabled him to identify business opportunities and is instrumental in spearheading the Group’s business transformation into an environmental hub. He has more than 15 years of experience in the recycling and e-waste management & recovery business. He is also an experienced property developer.

Chin Teck ChuanNon-Executive DirectorAppointed as Director on 28 October 2004, last re-elected on 28 April 2006 and will be due for re-election at the forthcoming AGM on 29 April 2008. Member of Audit and Remuneration Committees.

Besides being a Non-Executive Director of the Group, Mr Chin is currently the CEO of BS Capital Pte Ltd. He has more than 15 years of experience in the Singapore real estate market. Mr Chin holds a Bachelor of Science degree (with Honours) in Estate Management from the university of Reading. He is a licensed real estate appraiser in Singapore.

Seow Bao ShuenNon-Executive DirectorAppointed as Non-Executive Director on 26 August 2005 and last re-elected on 28 April 2006.

Besides being a Non-Executive Director of the Group, Ms Seow is the Managing Director of Cimelia Resource Recovery Pte Ltd

(“Cimelia”). She is responsible for overseeing the business activities of Cimelia. Ms Seow has accumulated vast experience of more than 10 years in the area of and not limited to waste recycling and PGM recovery & refining. Her further expertise are in areas of overall strategic formulation, development, and implementation of corporate policies. Ms Seow holds a Bachelor of Arts (Economics) degree from the National university of Singapore. She also sits on the boards of an Australian listed company, CordLife Ltd and Professional Waste Technology (1999) Public Co Ltd which islisted on the Stock Exchange of Thailand.

Tan Gim SooIndependent DirectorAppointed as Director on 5 April 2005 and last re-elected on 28 April 2005. Chairman of the Nominating Committee and member of the Audit and Remuneration Committees.

Mr Tan has more than 30 years of experience in accounting, auditing and taxation work. Besides being Independent Director of the Group, he is the proprietor of his own public accounting firm, G S Tan & Co., which he set up in 1976. Prior to setting up his own practice, Mr Tan was an Executive Director of a group of trading companies between 1974 and 1976. Mr Tan is a Fellow of the Institute of Chartered Accountants in England & Wales, a Fellow of the Instituteof Certified Public Accountants of Singapore (“ICPAS”) and a member of the Singapore Institute of Directors. He is also an Independent Director of Juken Technologies Limited and Global Ariel Ltd., which are listed on the main board and catalyst of the SGX-ST. Mr Tan has sat on various committees including ICPAS’ Practice Review Committee, Advisory Committee of Nanyang Technological university’s School of Accountancy & Business (now known as Nanyang Business School) and the Asset Realisation Committee formed by the Ministry of Law to advise the Insolvency and Public Trustee’s Office.

Board of Directors

Raymond Ng Ah Hua

Tan Gim Soo Samuel Poon Hon Thang

Tan Kok HiangSeow Bao Shuen


Board of Directors/Executive Officers

Tan Kok Hiang

Independent DirectorAppointed as Director on 21 May 1999, last re-elected on 28 April 2005 and will be due for re-election at the forthcoming AGM on 29 April 2008. Chairman of the Audit and Remuneration Committees and member of the Nominating Committee

Besides being an Independent Director of the Group, Mr Tan is an Executive Director of Viz Branz Limited. Mr Tan has more than 28 years of experience in accounting, corporate finance, strategic planning and business development. Besides being Chairman of the Audit and Remuneration Committees, he is also a member of the Nominating Committee. Mr Tan holds a Bachelor of Accountancy (with Honours) from the university of Singapore and is a member of the Singapore Institute of Directors. He also sits on the boards of a few other public listed companies in Singapore.

Samuel Poon Hon ThangIndependent DirectorAppointed as Director on 26 September 2006 and last re-elected on 27 April 2007. Member of Audit Committee.

Mr Poon is a distinguished ex-banker with experience that spans almost three decades in the financial industry. From 1979 to 1988, he served at Citibank NA (Singapore), responsible for credit, marketing, remedial management, structured finance, etc. Most recently, Mr Poon was the Senior Executive Vice President at united Overseas Bank Ltd. (“uOB”) where he had been intimately involved in running many parts of the bank including corporate banking, corporate finance to branch and consumer banking, etc. He retired from uOB in May 2006 after almost two decades of service. In addition, Mr Poon had previously held Directorships in various uOB’s associated companies and subsidiaries. Besides being an Independent Director of the Group, he is also an Independent Director of another public listed company in Singapore.

Executive OfficersMr Chew Ban Chuan Victor MarkGroup General Manager

Mr Chew oversees the Group’s daily operations and he is a Qualified Person as defined by the Legal Profession Act and holds a Bachelor of Law (Hons) degree from the National university of Singapore. Mr Chew ran his law practice together with other partners till 2003 when he left practice for the corporate world. Prior to joining the Company, Mr Chew was a Chief Executive Officer of a local medical specialist centre. He was previously an

Executive Director of a Public Listed Company and is currently an Independent Director of another company listed on the main board of the SGX-ST.

Mr Dennis Kwek Ngak BoonGroup Operations Manager

Mr Kwek was appointed on 1 Sep 2005 and is responsible for the Group’s local and overseas equipment rental and trading business and piling projects. He has 10 years’ experience in the building and construction trade. Prior to his current appointment, he was the Director of Finance of an international chain of hotels. He holds a Diploma in Management Studies.

Mdm Tan Lay MaiGroup Financial Controller

Mdm Tan Lay Mai was re-designated from Finance Manager to Group Financial Controller of the Company on 1 July 2006. She has more than 10 years experience in accounting and auditing. Before joining the Group, Mdm Tan was with Miyoshi Precision Limited, a company listed on the main board of the SGX-ST as a Group Accountant for 4 years. She is a Certified Practicing Accountant of CPA Australia and holds the Bachelor of Business Major in Accounting from the Edwin Cowan university (Perth, WesternAustralia).

Mr Mohamed Gani Mohamed AnsariHead of Group Business Development

Mr Ansari was appointed as Head of Group Business Development of the Group on 1 March 2008. He has been with Cimelia Resource Recovery Pte Ltd (“Cimelia”) since its incorporation in Singapore and is currently the Director of Business Development of Cimelia. He was the key person who was instrumented to formulate, develop and implement business development strategies for Cimelia globally. He is overall responsible for Cimelia’s global network operations and raw material procurement. He pocketed more than 25 years of business qualifications, hands-on experience in strategic planning, business development, sales & marketing and project developments. He started his career life in Metals and Commodity industries in Saudi Arabia and spent twelve years prior to his migration into Singapore. He is fluent in English, multi-Indian languages, Arabic and Portuguese. Mr Ansari holds Bachelor of Commerce (B.Com) degree from Madurai Kamaraj university (India) and First Class Master of Business Administration (MBA) degree with distinction in Global Marketing from Annamalai university (India). He is also the Fellow Member of Institute of Commercial Management (ICM), Dorset, England.


Financial Review

Total Group revenue surged pass the S$100 million mark growing fromS$92.1millioninFY2006toS$159.9millioninFY2007.Thiswas attributed mainly to stellar revenue contributions from the trading of e-waste/ metals and the commencement of our copper refining divisions. In line with this, the Group’s gross profit posted an impressive increase of 99.4% to reach S$31.8 million for the year.

Segmental Review

A. Provision of Total Environmental Solutions and Services to the Global Electronics, Electrical and Equipment Industries

1. E-waste recycling and PGM refining Division This division focused on providing e-waste management

solution services including the recycling, extraction and refining of Platinum Group Metals (PGM) to its customers. Revenue contributed by the Division amounted to S$19.5 million in FY 2007 or a gain of 32.3% over the previousyear.

2. Trading of E-waste and Ferrous & Non-Ferrous Metals Division

under this business segment, we are involved in the trading of e-wastes and the recovery and processing of a wide range of ferrous and non-ferrous scrap metals. The businesses in this segment contributed the most to the Group’s revenue, bringing in S$80.6 million or 50.4% of the Group’s total revenue.

3. Copper Melting and Refining Division The Group currently runs one of the largest copper

melting and refining plants in the Asia Pacific region for the production of refined copper recovered from e-waste. Since beginning operations in March 2007 the division has already contributed S$29.4 million, making it the second highest revenue generator for the Group.

4. Recycling & Manufacturing of IC Trays Division This division has emerged as one of the leading recycling

company in Singapore for the manufacturing of IC trays from recycled engineering plastics. The division contributed S$4millionof2.5%ofGroup’srevenueinFY2007.

The year was spent to further the Group as a global provider of Total Environmental Management Solutions and Services, offering an expanding range of quality, secure and cost effective services to the Global Electronics, Electrical and Equipment Industries. The Group is in a prime position to tap into the growing global environmental sector.

Corporate Review

PGM plated pins

Gold ingot

Gold nugget/flake

Copper strip


5. Plastic-to-Fuel Division Revenue for this division was generated from the sale of

equipment for the conversion of waste plastics to fuel, earningS$1.6millioninFY2007.

B. The Group’s Piling, Rental & Servicing of Machinery, Sale of Machinery & Spares and the Sale of property Development Divisions

The wealth of construction contracts available from the construction boom had a significant positive impact on the revenue earned from the piling division, increasing by 53.4% inFY2007.ThedivisioncontributedS$20.4millionor12.7%of the Group’s revenue.

Revenue from rental & servicing of machinery and sale of machinery & spares’ division posted an increase of 16.0% to S$3.3millioninFY2007.

Revenue earned from the property development division remainedataconstantofS$1.2millionforFY2006andFY2007.

Outlook

Initial findings from united Nations estimate that approximately 20 to 50 million tonnes of e-waste are generated worldwide

each year. Greenpeace expects this volume to triple by 2010. The seriousness of the issue is exemplified when as much as 80% of e-waste is destined for Asian countries with most ending up at illegal recyclers in hard to reach rural areas. In order to turn a quick buck, the methods of extracting materials remain primitive and workers are subject to inhumane conditions and exposed to greater health risk. Greater initiatives by manufacturers and Governments to reduce their reliance on such businesses will mean that Enviro-Hub is in the right position to capitalize on such business opportunities as a responsible corporate citizen and established recycler.

The impending completion of Enviro-Hub’s commercially viable Plastic-to-Fuel Plant in second quarter of 2008 should add a whole new dimension to the Group’s offering to our customers, adding a host of value added services. This has come at a time of skyrocketing global energy prices and global demand for new and renewable energy sources. This has fueled the Group’s growing optimism of the demand for our products.

Going forward, Enviro-Hub will not only push towards our vision of establishing a global brand within the Global Electronics, Electrical & Equipment Industries providing Total Environmental Management Solutions. We will also push our solutions forwaste plastics worldwide and continue to build Enviro-Hub into a household brand name.

Precious metal extraction process

Platinum ingot Recyled material

Copper Cathode

Liquid hydrocarbon fuels


Plastics-to-Fuel

E-waste recycling & PGM refining

Copper refining

Piling Contract

Rental and Servicing of machinery & Sale of machinery and spares

Sale of development properties

Recyling & Manufacturing of

IC trays

Trading of e-waste/ metals

2005

2006

2007

2005

2006

2007 28.5

23.8

Profit before Income Tax

Profit for the Year

Revenue by Segment

3.4

2.9

4.4

3.4

20.4

80.6

57.7

11.0

4.0

2.4

1.6

1.6

29.4

19.5

14.7

10.6

13.3

4.4

3.3

1.2

2.8

1.23.7

5.4

Financial Highlights

2007

2006

2005

million

09annual report 2007

Corporate Governance report

enviro-Hub Holdings limited (the “Company”) remains committed to maintaining a high standard of corporate governance within the Company and its subsidiaries (the “Group”). Good corporate governance establishes and maintains an ethical environment in the Group, which strives to enhance the interests of the shareholders of the Company. this report outlines the Company’s corporate governance processes and activities with specific reference to the Code of Corporate Governance 2005 (the “Code”). Where there are deviations from the Code, appropriate explanations are provided.

Board Matters

Codeprinciple 1 :the Board’s Conduct of its affairs

the Company is led and managed by an effective Board that has overall responsibility for corporate governance, strategic policies and direction, key business initiatives, major funding and investments proposals, key capital expenditure decisions and other matters to be implemented by management to ensure that the Group’s strategies and affairs are in the interests of the Company and its shareholders. In addition to its statutory responsibilities, the Board approves the Group’s financial plans and reviews its financial performance periodically.

Code Guideline 1.3: Delegation of authority on certain Board matters

to facilitate effective management, certain functions have been delegated by the Board to various Board Committees. the Board Committees operate under clearly defined terms of reference. the Chairman of the respective Committees will report to the Board the outcome of the Committee meetings.

Code Guideline 1.4: Meetings of the Board and Board Committees

During the financial year ended 31 December 2007 (“FY2007”), the Board has held meetings for particular and specific matters as and when necessary. the Company’s articles of association (the “articles”) allow the Board to convene meetings by tele-conferencing. Details of the frequency of Board and Board Committee meetings held in FY2007, as well as the attendance of each Board member at these meetings are disclosed below:-

ATTENDANCE AT BOARD & BOARD COMMITTEE MEETINGSBOARD AUDIT REMUNERATION NOMINATING

No. of

Meetings Attendance

No. of

Meetings Attendance

No. of

Meetings Attendance

No. of

Meetings Attendance

raymond ng ah Hua 5 5 na na na na 1 1tan Kok Hiang 5 5 4 4 2 2 1 1Chin teck Chuan 5 5 4 4 2 2 na natan Gim Soo 5 5 4 4 2 2 1 1Seow Bao Shuen 5 5 na na na na na naSamuel poon Hon thang 5 4 4 3 na na na na

Code Guideline 1.5:Matters requiring board approval

the Board has identified a number of areas for which the Board has direct responsibility for decision-making. Matters which are specifically reserved for decision making by the full Board include those involving corporate plans and budgets, material acquisitions and disposal of assets, corporate or financial restructuring, share issues, dividends, other returns to shareholders and interested person transactions.

the Board also meets to review and consider the following corporate matters:-

• approval of quarterly and year-end results announcement;• approval of the annual reports and financial statements;• convening of shareholders’ meetings;• material acquisition and disposal of assets;• major investments and funding decisions;• financial performance and key operational initiative; and• oversee the implementation of appropriate systems to manage the Group’s business risk.



Code Guideline 1.6:Directors to receive appropriate training

new directors, upon appointment, are briefed on the business and organization structure of the Group. Directors of the Company will also be updated from time to time of any news and relevant changes to statutes and regulatory requirements applicable to the Company’s business. Where possible and when the opportunity arises, the non-executive directors will be invited to location of plants where the Group operates to enable them to obtain a better perspective of the business and enhance their understandings of the Group’s operations.

Code Guideline 1.7:Formal letter to be provided to directors, setting out duties and obligations

Formal letters had been issued to non-executive and independent directors upon their appointments, setting out their duties and obligations.

BOARD Of DIRECTORS

Code principle 2 :Board MembersComposition and Balance

the Board comprises six directors, of whom one is an executive director, two are non-independent non-executive directors and three are independent non-executive directors. the Board consists of high caliber members with a wealth of knowledge, expertise and experience who contribute valuable direction and insight to the Company.

Guideline 2.1: Independent Directors to make up at least one-third of the Board

the composition of the Board is determined in accordance with the following principles:-

• Independentdirectorsshouldconstituteatleastonethirdoftheboard.• ThereshouldbeadequatenumberofdirectorstoservethevariousBoardcommitteeswithoutoverburdeningthe

directors or making it difficult for them to effectively discharge their responsibilities.

CodeGuideline 2.3: appropriate size of Board

the Board considers that the present Board size is appropriate, taking into account the nature and scope of the Group’s operation. the Board comprises directors who as a group provide core competencies, such as business and management experience, industry knowledge, financial and strategic planning experience and knowledge that are necessary and critical to meet the Group’s objectives.

Code Guideline 2.5 and 2.6 role of neDs and meetings of neDs

Where warranted, the non-executive directors (“neDs”) meet without the presence of management or executive directors to review any matters that must be raised privately.

ChAIRMAN AND ChIEf ExECUTIvE OffICER

Code principle 3 :Chairman and Chief executive officer

the Company does not have the position of Chief executive officer. Mr raymond ng currently fulfills the role of the executive Chairman and is responsible for the day-to-day running of the Group, business development, investment decisions, and strategic direction and planning as well as the exercise of control over the quality, quantity and timeliness of information flow between the Board and the management.

all major decisions made by the Chairman are reviewed by the Board. His performance and re-appointment to the Board are reviewed periodically by the nominating Committee (“nC”) and his remuneration package will be reviewed periodically by the remuneration Committee (“rC”). the Chairman and other executive and non-executive directors have regular meetings. all important and major decisions relating to the operations and management of the Group are made jointly and collectively by them. the Board believes that there is a balance of power and authority within the Board as all the committees are chaired by independent directors.



the Chairman bears responsibility for the Board process and ensures the integrity and effectiveness of the governance process of the Board.

the Chairman is also responsible for representing the Board to the shareholders, ensuring that Board meetings are held when necessary, setting the board meeting agenda in consultation with the Group Financial Controller and/or Company Secretary, acting as facilitator at Board meetings and maintaining regular dialogue with the management on all operational matters. the Chairman reviews Board papers before they are presented to the Board and ensures that Board members are provided with adequate and timely information.

BOARD COMMITTEES

Nominating Committee

Code principle 4nominating Committee

the nominating Committee (“nC”)’s main role is to ensure a rigorous process of board appointments and re-appointments, the determination of independence of each director and identification of new directors who have the appropriate knowledge, experience and skills to contribute effectively to the board.

Code Guideline 4.1nominating Committee to comprise at least three directors, majority of whom independent; chairman not associated with a substantial shareholder

the nC comprises three directors, a majority of whom are non-executive directors (including the Chairman of the nC), who are independent of management and free from any business or other relationships. the members of the nC are as follows:-

Independent and Non-executive Directors

Mr tan Gim Soo (Chairman)Mr tan Kok Hiang

Executive DirectorMr raymond ng ah Hua

the nC is responsible for making recommendations to the Board on all Board appointments and re-appointments. the nC’s responsibilities include the following:-

• to review the background, academic and professional qualifications of each individual director;• to review and recommend the nomination of retiring directors for re-election at each annual General Meeting

(“aGM”);• to nominate and recommend all new appointments to the Board;• to decide, where a director has multiple board representation, whether the director is able to and has been

adequately carrying out his duties as a director of the Company; • to assess the performance of the Board as a whole, as well as the contribution of each director to the effectiveness

of the Board;• to review and determine annually the independence of each director, and ensure that the Board comprises at

least one-third independent directors; and • to review the Board structure, size and composition and makes recommendations to the Board with regards to

any adjustments that are deemed necessary.



Codeprinciple 4.2:re-nomination and re-election of directors

In accordance with the Company’s articles of association, each director (other than the managing or joint managing director or an equivalent office) will have to retire at least once every three years by rotation and all newly appointed directors will have to retire at the next aGM following their appointments. the retiring directors may offer themselves for re-election.

the nC had recommended the re-election of the following directors who will be retiring at the forthcoming aGM:-

1) Mr tan Kok Hiang (article 104)2) Mr Chin teck Chuan (article 104)

the Board had accepted the nC’s recommendation and accordingly, Mr tan (with the exception of Mr Chin) will be offering himself for re-election at the forthcoming aGM. Mr Chin will not be seeking re-election at the forthcoming aGM.

each member of the nC has abstained from reviewing and approving his own re-election.

Code principle 4.3:Independence of Directors

the nC has reviewed the independence of each director for the financial year ended 31 December 2007 in accordance with the Code’s definition of independence and is satisfied that one-half of the Board comprises independent directors.

Codeprinciple 4.4:Multiple board representations

notwithstanding that some of the directors have multiple board representations, the nC is satisfied that each director is able to and has been adequately carrying out his duties as a director of the Company.

Code Guideline 4.5 :Description of process of selection and appointment of new directors

the search and nomination process for new directors, if any, will be through search companies, contacts and recommendations that go through the normal selection process for the right candidate.

CodeGuideline 4.6 :Key Information regarding Directors

the directors who held office during the year up to the date of this report are disclosed in the report of Directors on page 19. Details of the Directors’ profiles are set out on pages 4 and 5 of this annual report.

Codeprinciple 5:Board performance

the nC is responsible for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual director. the nC is also responsible for deciding how the Board’s performance may be evaluated and proposes objective performance criteria for the Board’s approval and implementing corporate governance measures to achieve good stewardship of the Company.

Code Guideline 5.1:Board to implement process to assess board performance and disclose the process

In FY2007, the nC adopted a formal system of evaluating the Board as a whole. a Board performance evaluation was carried out to assess and evaluate the Board’s composition, size and expertise, timeliness of Board information as well as Board accountability and processes. the objective of the evaluation exercise is to uncover strengths and challenges so that the Board is in a better position to provide the required expertise and oversight.

Code principle 6 :access to information

Code Guideline 6.1:Board members to be provided with timely information

Board members are provided with adequate and timely information prior to Board meetings, and on an on-going basis. the Board has separate and independent access to the Group’s senior management and the Company Secretary at all times. requests for information from the Board are dealt with promptly by management. the Board is informed of all material events and transactions as and when they occur.



CodeGuideline 6.2:to include background and explanatory information

Code Guideline 6.3:role of Company Secretary

Code Guideline 6.5:procedure for board to take independent professional advice at company’s cost

the Company Secretary provides corporate secretarial support to the Board and ensures adherence to Board procedures and relevant rules and regulations which are applicable to the Company.

the Board seeks independent professional advice as and when necessary to enable it to discharge its responsibilities effectively. the directors, whether as a group or individually, may seek and obtain legal and other independent professional advice, at the Company’s expense, concerning any aspect of the Group’s operations or undertakings in order to fulfill their roles and responsibilities as directors.

REMUNERATION COMMITTEE

Codeprinciples 7:remuneration Matters

Guideline 7.1 :rC to consist entirely neDs; majority, including rC chairman, must be independent

the remuneration Committee (“rC”) comprises three members, all of whom are non-executive directors (including the Chairman of the rC), who are independent of management and free from any business or other relationships which may materially interfere with the exercise of their independent judgement. During the financial year, the members of the rC are:-

Independent Non-Executive DirectorsMr tan Kok Hiang (Chairman)Mr tan Gim Soo

Non-Independent Non-Executive DirectorMr Chin teck Chuan

In compliance with the provisions of the Code, the rC comprises entirely of non-executive directors at the date of this report:

Code Guideline 7.2:Duties of remuneration Committee

the rC’s role is to review and recommend to the Board the remuneration packages and terms of employment of the executive directors and senior executives of the Group including those employees related to the executive directors and controlling shareholders of the Group. the review will cover all aspects of remuneration including but not limited to directors’ fees, salaries, allowances, bonus, options and benefits in kind. the rC recommendations are made in consultation with the Chairman of the Board and submitted for endorsement by the entire Board.

Code principle 8 :level and Mix of remuneration

the Company’s remuneration policy is to provide compensation packages at market rates which reward good performance and attract, retain and motivate directors and managers.

CodeGuideline 8.3Fixed appointment period for executive director; rC to review compensation for early termination

the Chairman has an unexpired service contract for the duration of his appointment as a director. the service contract may be terminated by not less than three month’s notice in writing served by either party or salary in lieu of notice.

CodeGuideline 8.1 :package should align executive directors’ interests with shareholders’ interest

Guideline 8.2 :remuneration to consider contribution, effort, time spent and responsibilities

non-executive directors (“neDs”) are remunerated under a framework of basic fees for serving on the board and board committees. the Chairman of the Board also received a minimal fee for chairing the Board meetings.

Fees for neDs and Chairman of the Board are subject to the approval of shareholders at the aGM.



Code principle 9 :Disclosure of remuneration

a breakdown showing the level and mix of each individual director’s remuneration paid and payable for FY2007 is as follows:-

No. of directors in remuneration bands

2007 2006

$2,500,000 to below $2,799,999 1 -$250,000 to below $499,999 1 2Below $250,000 4 4total 6 6

NameSalary Bonus

Other Benefits

Directors’ fees Total

% % % % %

Remuneration band from $ 2,500,000 to below $ 2,799,999

Executive Director raymond ng ah Hua 19.4 79.9 0.7 - 100 Remuneration band from $ 250,000 to below $ 499,999

Non-Executive DirectorSeow Bao Shuen 83.1 7.7 - 9.2 100 Remuneration band below $ 250,000

Non-Executive Director Chin teck Chuan - - - 100 100 Independent Directorstan Kok Hiang - - - 100 100tan Gim Soo - - - 100 100Samuel poon Hon thang - - - 100 100

Remuneration band below $150,000 for key executives

NameSalary Bonus

Other Benefits Total

% % % %Chew Ban Chuan Victor Mark 74.3 20.6 5.1 100.0Dennis Kwek ngak Boon 53.3 42.8 3.9 100.0tan lay Mai 60.6 34.6 4.8 100.0Mohamed Gani Mohamed ansari 87.5 7.8 4.7 100.0Venkatesha Murthy 87.8 7.8 4.4 100.0Chung thim Sui 81.0 7.0 12.0 100.0Soh Han Meng 71.2 25.3 3.5 100.0

the Company does not have a share option scheme and there is no employee in the Group’s employment who is related to a director and whose remuneration exceeds S$150,000 during the year.



ACCOUNTABIlITy

Code principle 10 :accountability

the Board provides shareholders with quarterly and annual financial reports. results for the first three quarters are released to shareholders within 45 days of the end of the quarter. annual results are released within 60 days of the financial year-end. In presenting the Company’s annual and quarterly financial results to shareholders, the Board aims to provide shareholders with a balanced and understandable assessment of the Company’s performance, position and prospects.

Guideline 10.2Management should provide board with management accounts on a monthly basis

Management will provide directors with monthly management accounts and an analysis of those accounts, when the need arises.

AUDIT COMMITTEE

Code principle 11 :audit Committee

the audit Committee (“aC”) comprises four non-executive directors, three of whom are independent directors. the members of the aC at the date of this report are:-

Independent Non-Executive DirectorsMr tan Kok Hiang (Chairman) Mr tan Gim Soo Mr Samuel poon Hon thang

Non Independent Non-Executive DirectorsMr Chin teck Chuan

CodeGuideline 11.8

Disclosure of names of Members of audit Committee and their activities

there are corporate governance practices in place where a director will not recommend or participate in decision of the Board or a Board Committee he sits on, if he is interested or deemed to be interested in the said decisions. the independent directors have performed and will continue to perform their duties independently of management. the Board is confident that the corporate governance of the Company has not been and will not be compromised by the existing composition of the aC.

the aC held four meetings during the year to review the following:-

1. the scope of the internal audit function, internal control systems and the scope of work with the external auditors, and their evaluation of the system of internal accounting controls arising from the audit and audit reports and matters which the external auditors want to raise;

2. the quarterly and full year announcements of the results and the financial position of the Group before submission to the Board for approval;

3. the consolidated financial statements of the Group and the auditors’ report on those financial statements before submission to the Board;

4. the adequacy of the assistance given by the Group’s officers to the external and internal auditors;



5. the adequacy of the assistance given by the Group’s officers to the external and internal auditors;6. the requirements for approval and disclosure of interested person transactions, and where necessary, review

and seek approval for interested persons transactions;7. the non-audit services provided by the external auditors and whether the provision of such services affects their

independence; 8. the arrangements by which staff of the Company or the Group may, in confidence, raise concerns about

possible improprieties in matters of financial reporting or any other matters and, to conduct an independent investigation of such matters for appropriate follow up action; and

9. the recommendation to the Board for the re-appointment of external auditors at the forthcoming aGM.

In performing its functions, the aC:-

• hasmetwiththeexternalauditors,withoutthepresenceofManagement;• hasexplicitauthoritytoinvestigateanymatterwithinitstermsofreference;• hasfullaccesstoandcooperationfromManagementandhasfulldiscretiontoinviteanydirectorandexecutive

officer to attend its meetings; and• hasgivenreasonableresourcestoenableittodischargeitsfunctionsproperly.

Save for the fees paid for audit engagement, the non-audit services provided by the Company’s external auditors, KpMG, are immaterial and would not affect the independence of the auditors. the aC had recommended and the Board had approved the re-appointment of KpMG as external auditors at the forthcoming aGM.

the Group has in place, a Whistle-Blowing policy where employees of the Group can raise concerns about improprieties. Such a policy serves to encourage and provide a channel to employees to report in good faith and in confidence, without fear of reprisals, concerns about possible improprieties in financial reporting or other matters. the objective for such arrangement is to ensure independent investigation of such matters and for appropriate follow-up action.

RISk AND MANAGEMENT

Code principles 12:Internal Controls

the Group’s system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. It can only provide reasonable and not absolute assurance against material misstatement or loss. During the year, the aC, on behalf of the Board, had reviewed the effectiveness of the Group’s material internal controls, including financial, operational and compliance controls, and risk management. the process used by the aC to review the effectiveness of the system of internal controls and risk management includes:-

• discussionswithManagementonriskidentifiedbyManagement;• theauditprocesses;• thereviewofinternalandexternalauditplans;and• thereviewofsignificantissuesarisingfrominternalandexternalaudits.



Code principles 12:Internal Controls

the Board is responsible for ensuring that Management maintains a sound system of internal controls to safeguard shareholders’ investment and the Group’s assets. the Board believes that in the absence of any evidence to the contrary and from due enquiry, the system of internal controls that has been maintained by the Group’s Management and that was in place throughout the financial year and up to the date of this report is adequate to meet the needs of the Group in its current business environment.

any material non-compliance and internal control weakness noted during the internal audit and the recommendations thereof will be reported to the aC as part of the review of the Group’s internal control system.

the Company manages risk under an overall strategy determined by the Board and supported by the aC, rC and nC. the Company sets acceptable risk management standards and periodically reviews the risks that the Company is subject to.

CodeGuideline 12.2Internal Controls, including financial operational and compliance controls and risk management

Generally, the risks are exposure to foreign currency, interest rate, insurance, credit, liquidity and project management risks arising in the normal course of the Group’s business. the details of the Group’s exposure to financial risk and methods used by management to control risks are summarized on note 25 under notes to financial statements from pages 63-66.

Based on the information and reports provided by the internal auditor and the external auditors, nothing has come to the aC’s attention that suggests internal control and risk processes are not satisfactory.

INTERNAl AUDIT

Code principle 13 :Internal audit

the internal audit function of the Group has been outsourced to an audit/accounting firm. the internal auditors report directly and independently to the aC. Being an independent function, the audit work is conducted with impartiality and professional care.

the aC has full access to and the cooperation of the management and internal auditors and has full discretion to invite any director and executive officers to attend its meeting. the aC would review the effectiveness of the Company’s financial, operational and compliance controls, risk management and interested person transactions on an annual basis.

COMMUNICATIONS wITh ShAREhOlDERS

Code principle 15 :Communication with Shareholders

the Company is in regular communication with shareholders. It does not practice selective disclosure. In line with continuous obligations of the Company pursuant to the listing Manual of the SGX-St, the Board’s policy is that all shareholders should be equally informed of all major developments impacting the Group.

price-sensitive information and results are released to the public through SGXnet on a timely basis in accordance with the requirements of SGX-St.

all shareholders of the Company receive the annual report and notice of annual General Meeting within the mandatory notice period. Shareholders are encouraged to participate at the Company’s general meetings. the Board (including the Chairman of the respective Board Committees), Management, as well as the external auditors attend the Company’s aGM to address any question that shareholders may have.

Code of Business Conduct

the Company’s Code of Business Conduct also sets the standards and ethical conduct expected of employees of the enviro-Hub Group. Directors, officers and employees are required to observe and maintain high standards of integrity, as are in compliance with the law and the regulations, and company policies.



INTERNAl CODE ON DEAlINGS wITh SECURITIES

listing rule 1207Sub-rule (18) on Dealings in Securities

an internal code on dealing in securities of the Company has been issued to directors and officers setting out the implications on insider trading. the Company’s directors and officers are not allowed to deal in the Company’s shares within two weeks and one month of the announcement of the Company’s quarterly and full year results respectively.

the directors and officers are not expected to deal in the Company’s securities on considerations of a short-term nature.

Directors and officers are required to observe insider trading provisions under the Securities Industries act at all times even when dealing in the Company’s securities within the permitted periods. Directors of the Company are required to report all dealings to the Company Secretary.

MATERIAl CONTRACTS

Material Contracts

SGX-St listing Manual rule 1207(8)

the dates of, parties to and general nature of all material contracts entered into by the Company, not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company during the year are as follows:-

1. on 2 March 2007 the Company has entered into a Share Subscription agreement with professional Waste technology (1999) public Company limited (“pWt”) for the acquisition of 230,000,000 ordinary shares in the share capital of pWt for a total consideration of approximately S$ 10,215,415. the new pWt Shares of 230,000,000 constituted 23% of the enlarged share capital of pWt.

2. on 11 December 2007 the Company has entered into an Investment agreement with asean China Investment Fund lp, portchester asset Management ltd and Ms leow lay Choo (Collectively the “shareholder”) for an equity investment in enviro energy limited (“eel”). the investment of S$ 6,085,800 represented 50% equity stake in eel.

INTERESTED PERSON TRANSACTIONS (“IPTs”)

Interested person transaction

(rule 907 of the SGX – St listing Manual)

the Group has established procedures to ensure that all transactions with interested persons are reported on a timely manner to the audit Committee and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

For FY2007, the aC had reviewed all relevent Ipts. Saved as disclosed in pages 67 and 68 of this annual report, the Group did not have any other Ipts during the financial year.

19annual report 2007annual report 2007

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 2007.

DIRECTORSthe directors in office at the date of this report are as follows:

ng ah HuaChin teck ChuanSamuel poon Hon thangSeow Bao Shuentan Kok Hiangtan Gim Soo

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 in related corporations (other than wholly-owned subsidiaries) are as follows:

Name of director and corporation in which interests are held

holdings in the nameof the director, spouse

or infant children

At beginningof the year

At endof the year

Enviro-hub holdings ltdOrdinary shares

ng ah Hua 155,836,816 202,286,816Chin teck Chuan 1,000,000 1,000,000Samuel poon Hon thang 280,000 280,000Seow Bao Shuen 57,777,777 127,734,077tan Kok Hiang 1,666,666 1,666,666

Cimelia Resource Recovery Pte ltd

Ordinary shares

Seow Bao Shuen 2,492,593 -

Other holdings in which the director is deemed to have an interest

Cimelia Resource Recovery Pte ltd

Ordinary shares

ng ah Hua 4,814,814 7,558,579

hlS Electronics Pte ltd

Ordinary shares

ng ah Hua 650,000 650,000


DIRECTORS’ INTERESTS (CONT’D)

By virtue of Section 7 of the act, ng ah Hua is deemed to have interests in all other subsidiaries of the Company which are wholly-owned, at the beginning and at the end of the financial year.

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 related corporations, either at the beginning or at the end of the financial year.

there were no changes in any of the above mentioned interests in the Company between the end of the financial year and 21 January 2008.

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 of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 28 to 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

During the financial year, there were:

(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its subsidiaries; and

(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.

as at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.

AUDIT COMMITTEE

the members of the audit Committee during the year and at the date of this report are as follows:

• TanKokHiang(Chairmanandindependentdirector)

• TanGimSoo(Independentdirector)

• SamuelPoonHonThang(Independentdirector)

• ChinTeckChuan(Non-executivedirector)

the audit Committee performs the functions specified in Section 201B of the act, the Singapore exchange Securities trading limited (SGX-St) listing Manual (the listing Manual) and the Code of Corporate Governance.

the audit Committee has held four meetings since the last directors’ report. In performing its functions, the audit Committee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Group’s internal accounting control system.

Directors’ report


AUDIT COMMITTEE (CONT’D)

the audit Committee also reviewed the following:

• assistanceprovidedbytheGroup’sofficerstotheinternalandexternalauditors;

• quarterly financial informationandannual financial statementsof theGroupand theCompanyprior to their submission to thedirectors of the Company for adoption; and

• interestedpersontransactions(asdefinedinChapter9oftheListingManual).

the audit Committee has full access to the Group’s management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive officer to attend its meetings. the audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.

the audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KpMG, be nominated for re-appointment as auditors at the forthcoming annual General Meeting of the Company.

the auditors, KpMG, have indicated their willingness to accept re-appointment.

on behalf of the Board of Directors

Ng Ah huaDirector

Seow Bao ShuenDirector

26 March 2008

Directors’ report


In our opinion:

(a) the financial statements set out on pages 24 to 69 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2007 and the results, changes in equity and cash flows of the Group 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

Ng Ah huaDirector

Seow Bao ShuenDirector

26 March 2008

Statement by Directors


We have audited the accompanying financial statements of enviro-Hub Holdings ltd. (the Company) and its subsidiaries (the Group), which comprise the balance sheets of the Group and the Company as at 31 December 2007, the income statement, statement of changes in equity and cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory notes , as set out on pages 24 to 69.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies act, Chapter 50 (the act) and Singapore Financial reporting Standards. this responsibility includes:

(a) 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;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

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 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 and fair presentation of the financial statements 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:

(a) the consolidated financial statements of the Group and the balance sheet of the Company 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 Group and of the Company as at 31 December 2007 and the results, changes in equity and cash flows of the Group for the year ended on that date; and

(b) the accounting and other records required by the act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the act.

kPMGPublic Accountants and Certified Public Accountants

Singapore

26 March 2008

Independent auditors’ reportMembers of the Company

Enviro-Hub Holdings Ltd.


Group Company

Note 2007 2006 2007 2006

$ $ $ $

Non-current assetsproperty, plant and equipment 3 29,917,579 38,058,214 305,627 341,007Goodwill on consolidation 4 110,893,859 43,466,773 – –Subsidiaries 5 – – 169,410,535 78,335,969associates and joint venture 6 12,861,354 421,553 14,205,828 –other investments 7 75 25,325 – –trade and other receivables 8 182,385 404,343 – –

153,855,252 82,376,208 183,921,990 78,676,976Current assetsassets classified as held for sale 9 – 12,227,461 – –Inventories 10 73,916,560 93,690,864 – –trade and other receivables 8 63,297,170 15,177,344 2,535,084 18,809,239Income tax recoverable 141,430 115,594 141,430 115,594Cash and cash equivalents 12 20,012,616 12,769,007 210,163 3,015,998

157,367,776 133,980,270 2,886,677 21,940,831

Total assets 311,223,028 216,356,478 186,808,667 100,617,807

Equity attributable to equity holders of the CompanyShare capital 13 194,351,049 117,278,040 194,351,049 117,278,040Foreign currency translation reserve 14 (3,011,776) (1,041,897) – –accumulated profits/(losses) 8,065,106 (12,217,293) (14,261,553) (17,199,644)

199,404,379 104,018,850 180,089,496 100,078,396Minority interest 5,115,053 11,578,017 – –Total equity 204,519,432 115,596,867 180,089,496 100,078,396

Non-current liabilitiesFinancial liabilities 15 6,969,008 17,307,311 75,437 115,915Deferred tax liabilities 16 2,667,217 1,883,777 – –trade and other payables 17 21,403,137 – – –

31,039,362 19,191,088 75,437 115,915Current liabilitiestrade and other payables 17 43,940,656 35,727,587 6,603,256 384,930Financial liabilities 15 28,123,171 45,073,226 40,478 38,566Current tax payable 3,600,407 767,710 – –

75,664,234 81,568,523 6,643,734 423,496Total liabilities 106,703,596 100,759,611 6,719,171 539,411

Total equity and liabilities 311,223,028 216,356,478 186,808,667 100,617,807

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

Balance sheetsAs at 31 December 2007


Group

Note 2007 2006

$ $

revenue 18 159,875,831 92,070,735Cost of sales (128,122,699) (76,144,689)Gross profit 31,753,132 15,926,046other income 19,345,046 2,098,169Selling and distribution expenses (3,961,352) (3,465,323)General and administrative expenses (11,002,514) (8,068,184)other expenses (3,426,804) (241,850)Results from operating activities 32,707,508 6,248,858

Finance income 242,344 193,511Finance expenses (3,199,607) (3,089,818)Net finance expenses 19 (2,957,263) (2,896,307)

Share of (loss)/profit of an associate, net of tax (1,234,721) 67,959Profit before income tax 28,515,524 3,420,510Income tax expense 20 (4,674,417) (568,012)Profit for the year 21 23,841,107 2,852,498

Attributable to:equity holders of the Company 20,282,399 1,866,952Minority interest 3,558,708 985,546Profit for the year 23,841,107 2,852,498

Earnings per share (cents):Basic and diluted 22 3.35 0.40


Consolidated income statementYear ended 31 December 2007


Sharecapital

Sharepremium

foreign currencytranslation

reserveAccumulated

losses

Total attributable to equity

holders of the Company

Minority interests

Totalequity

$ $ $ $ $ $ $

at 1 January 2006 68,510,667 29,063,831 (155,712) (14,084,245) 83,334,541 11,246,057 94,580,598translation differences relating to

financial statements of foreign subsidiaries/net losses recognised directly in equity – – (886,185) – (886,185) (653,586) (1,539,771)

profit for the year – – – 1,866,952 1,866,952 985,546 2,852,498total recognised income and

expense for the year – – (886,185) 1,866,952 980,767 331,960 1,312,727Issue of shares pursuant to

share placement exercise (net of expenses) 19,703,542 – – – 19,703,542 – 19,703,542

transfer from share premium account to share capital upon implementation of the Companies (amendment) act 2005 29,063,831 (29,063,831) – – – – –

at 31 December 2006 117,278,040 – (1,041,897) (12,217,293) 104,018,850 11,578,017 115,596,867

noteSharecapital

foreign currencytranslation

reserveAccumulated

profits/(losses)

Total attributable to equity

holders of the Company

Minority interests

Totalequity

$ $ $ $ $ $

at 1 January 2007 117,278,040 (1,041,897) (12,217,293) 104,018,850 11,578,017 115,596,867translation differences relating to

financial statements of foreign subsidiaries/net losses recognised directly in equity – (1,969,879) – (1,969,879) – (1,969,879)

profit for the year – – 20,282,399 20,282,399 3,558,708 23,841,107total recognised income and expense

for the year – (1,969,879) 20,282,399 18,312,520 3,558,708 21,871,228Issue of shares for the acquisition of

remaining interest in a subsidiary 24 77,073,009 – – 77,073,009 – 77,073,009acquisition of minority interest 24 – – – – (9,853,372) (9,853,372)Dividends paid to minority shareholders

of a subsidiary – – – – (168,300) (168,300)at 31 December 2007 194,351,049 (3,011,776) 8,065,106 199,404,379 5,115,053 204,519,432


Consolidated statement of changes in equityYear ended 31 December 2007


Note 2007 2006

$ $

Operating activitiesprofit for the year 23,841,107 2,852,498adjustments for:amortisation of deferred income (1,827,415) –Depreciation of property, plant and equipment 4,557,903 4,903,401exchange differences – (105,034)Gain on disposal of other investments (56,200) (104,010)Gain on disposals of assets classified as held for sale (11,992,356) –Gain on disposal of property, plant and equipment (1,091,443) (2,472,068)Share issue expenses written off 925,041 –loss on disposal of interest in an associate 106,772 9,639reversal of impairment losses on property, plant and equipment (163,111) (179,919)Interest income (242,344) (193,511)Interest expense 3,199,607 3,089,818property, plant and equipment written off 4,582 31,624Share of loss/(profit) of an associate 1,234,721 (67,959)Income tax expense 4,674,417 568,012

23,171,281 8,332,491Changes in working capital:Inventories 16,264,575 (60,058,336)trade and other receivables (47,484,579) 2,762,244trade and other payables 4,873,675 7,144,543Cash used in operations (3,175,048) (41,819,058)Income taxes paid (923,829) (1,038,791)Cash flows from operating activities (4,098,877) (42,857,849)

Investing activitiesInterest received 242,344 193,511Dividend received from an associate – 16,282acquisition of an associate and a joint venture (16,301,215) –purchase of assets classified as held for sale (1,158,297) –purchase of property, plant and equipment (note a) (4,372,664) (18,766,063)proceeds from disposal of property, plant and equipment 2,100,171 4,756,229proceeds from disposal of interest in an associate 424,535 33,986proceeds from disposal of other investments 81,450 139,730Costs incurred in connection of acquisition of minority interest 24 (207,449) –proceeds from disposal of assets classified as held for sale 58,858,450 –Cash flows from investing activities 39,667,325 (13,626,325)


Consolidated cash flow statementYear ended 31 December 2007


Note 2007 2006

$ $

financing activitiesDividends paid to minority shareholders of a subsidiary (168,300) –Interest paid (2,829,223) (2,755,485)payment of finance lease liabilities (1,287,843) (708,600)proceeds from borrowings 2,358,466 39,172,208repayment of borrowings (25,918,818) (1,960,460)Fixed deposits pledged 3,162,485 (3,545,100)loans from a director 2,099,740 9,683,505proceeds from shares issued – 20,350,000Share issue expenses paid (61,645) (1,216,464)Cash flows from financing activities (22,645,138) 59,019,604

Net increase in cash and cash equivalents 12,923,310 2,535,430Cash and cash equivalents at beginning of the year 7,675,200 5,325,784effect of exchange rate changes on balances held

in foreign currencies(1,062,643) (186,014)

Cash and cash equivalents at end of the year 12 19,535,867 7,675,200

NOTE A

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of $5,323,964 (2006: $20,100,786) of which $951,300 (2006: $1,334,723) were acquired under finance leases.


Consolidated cash flow statementYear ended 31 December 2007


these notes form an integral part of the financial statements.

the financial statements were authorised for issue by the Board of Directors on 26 March 2008.

1 DOMICIlE AND ACTIvITIES

enviro-Hub Holdings ltd. (the Company) is incorporated in the republic of Singapore and has its registered office at 20 Gul Way, Singapore 629196.

the principal activity of the Company is that of an investment holding company. the principal activities of the Group consist of sale, rental and servicing of engineering hardware, construction machinery and equipment, investment holding, trading of ferrous and non-ferrous metals, melting and refining of copper, recycling and manufacturing of integrated circuit (IC) trays, trading of electronic waste (e-waste), e-waste recycling and platinum Group Metals (pGM) refining, plastic to fuel refining and that of a contractor in all kinds of contract works, in particular, geotechnic and piling works.

the consolidated financial statements relate to the Company and its subsidiaries (together referred to as the Group) and the Group’s interests in associates and a joint venture.

2 SUMMARy Of SIGNIfICANT ACCOUNTING POlICIES

2.1 Basis of preparation

the financial statements have been prepared in accordance with Singapore Financial reporting Standards (FrS).

the financial statements have been prepared on the historical cost basis except for certain financial assets and financial liabilites which are measured at fair value as stated in the respective accounting policies detailed below. non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell.

the financial statements are presented in Singapore dollars which is the Company’s functional currency.

the preparation of financial statements in conformity with FrS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the 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 period in which the estimates are revised and in any future periods affected.

Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in note 30.

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

2.2 Consolidation

Business combinations

Business combinations are accounted for under the purchase method. the cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

notes to the financial statementsYear ended 31 December 2007



2 SUMMARy Of SIGNIfICANT ACCOUNTING POlICIES (CONT’D)

2.2 Consolidation (cont’d)

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights presently exercisable are taken into account. the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Associates and joint ventures

associates are those entities in which the Group has significant influence, but not control, over their financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. associates and joint ventures are accounted for using the equity method. the consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates and joint ventures, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an associate or a joint venture, the carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Accounting for subsidiaries, associates and joint ventures by the Company

Investments in subsidiaries, associates and joint ventures are stated in the Company’s balance sheet at cost less accumulated impairment losses.

the Group has elected to adopt purchasing accounting in relation to common control transactions.

2.3 Foreign currencies

Foreign currency transactions

transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined.

Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on the retranslation of monetary items that in substance form part of the Group’s net investment in a foreign operation (see below) and available-for-sale equity instruments.




2.3 Foreign currencies (cont’d)

Foreign operations

the assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing at the reporting date. the income and expenses of foreign operations are translated to Singapore dollars at exchange rates prevailing at the dates of the transactions. Goodwill and fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operation and translated at the closing rate. For acquisitions prior to 1 January 2006, the exchange rates at the date of acquisition were used.

Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to the income statement.

Net investment in a foreign operation

exchange differences arising from monetary items that in substance form part of the Company’s net investment in a foreign operation are recognised in the Company’s income statement. Such exchange differences are reclassified to equity in the consolidated financial statements. When the foreign operation is disposed of, the cumulative amount in equity is transferred to the income statement as an adjustment to the profit or loss arising on disposal.

2.4 Property, plant and equipment

property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. the cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the site on which they are located. purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

the cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. the costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.

property, plant and equipment under construction are not depreciated. Depreciation on other property, plant and equipment is recognised in the income statement on a straight-line basis over the estimated useful lives (or lease term, if shorter) of each part of an item of property, plant and equipment.

the estimated useful lives are as follows:

leasehold properties over the remaining lease term of 20 yearsplant and machinery 3 to 20 yearsMotor vehicles 5 to 10 yearsFurniture and fixtures 3 to 10 yearsoffice equipment 3 to 10 yearsrenovations 5 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.




2.5 Goodwill

Goodwill and negative goodwill arise on the acquisition of subsidiaries and associates.

Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill arising on the acquisition of subsidiaries is presented in intangible assets. Goodwill arising on the acquisition of associates is presented together with investments in associates.

Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 2.8. negative goodwill is recognised immediately in the income statement.

the excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is credited to the income statement in the period of the acquisition.

Acquisition of minority interest

Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost of the additional investment over the carrying amount of net assets acquired at the date of exchange.

2.6 Financial instruments

Non-derivative financial instruments

non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, financial liabilities, and trade and other payables.

non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

a financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or transfers substantially all the risks and rewards of the asset. regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are repayable on demand and that form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the cash flow statement.

Available-for-sale financial assets

the Group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than for impairment losses and foreign exchange gains and losses, are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to the income statement.




2.6 Financial instruments (cont’d)

Other

other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

Derivative financial instruments

the Group holds derivative financial instruments to hedge its exposure to fluctuations to the commodity prices. Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the income statement when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognised in the income statement as part of other income.

Economic hedges

Hedge accounting is not applied to derivative instruments that economically hedge monetary assets and liabilities.

Impairment of financial assets

a financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

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 original effective interest rate. an impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. the remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

all impairment losses are recognised in the income statement. any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to the income statement.

an impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the income statement.

Impairment losses once recognised in the income statement in respect of available-for-sale equity securities are not reversed through the income statement. any subsequent increase in fair value of such assets is recognised directly in equity.

Intra-group financial guarantees

Financial guarantees are financial instruments issued by the Group that requires the issuer to make specified payments to reimburse the holder for the loss it incurs because a specified debtor fails to meet payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantees are recognised initially at fair value and are classified as financial liabilities. Subsequent to initial measurement, the financial guarantees are stated at the higher of the initial fair value less cumulative amortisation and the amount that would be recognised if they were accounted for as contingent liabilities. When financial guarantees are terminated before their original expiry date, the carrying amount of the financial guarantees is transferred to the income statement.




2.6 Financial instruments (cont’d)

Share capital

ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

2.7 Leases

When entities within the Group are lessees of a finance lease

leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. upon initial recognition, property, plant and equipment acquired through finance leases are capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. leased assets are depreciated over the shorter of the lease term and their useful lives. lease payments are apportioned between finance expense and reduction of the lease liability. the finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

at inception, an arrangement that contains a lease is accounted for as such based on the terms and conditions even though the arrangement is not in the legal form of a lease.

When entities within the Group are lessees of an operating lease

Where the Group has the use of assets under operating leases, payments made under the leases are recognised in the income statement on a straight-line basis over the term of the lease. lease incentives received are recognised in the income statement as an integral part of the total lease payments made. Contingent rentals are charged to the income statement in the accounting period in which they are incurred.

2.8 Impairment – non-financial assets

the carrying amounts of the Group’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified.

an impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. a cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognised in the income statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

the recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.

an impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.




2.9 Inventories

Trading inventories, raw materials and consumables

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the first-in, first-out cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured and processed inventories, and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity. net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Construction work-in-progress

Construction work-in-progress represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity.

Construction work-in-progress is presented as part of inventories in the balance sheet. If payments received from customers exceed the income recognised, the difference is presented as deferred income in the balance sheet.

Completed properties held for resale

Completed properties are those properties which are held with the intention of sale in the ordinary course of business and are classified as current assets.

Completed properties held for resale are stated at the lower of cost and estimated net realisable value. net realisable value represents the estimated selling price less costs to be incurred in selling the property.

2.10 Assets classified as held for sale

non-current assets that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group’s accounting policies. thereafter, generally the assets are measured at the lower of their carrying amount and fair value less cost to sell. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in the income statement. Gains are not recognised in excess of any cumulative impairment loss.

2.11 Employee benefits

Defined contribution plans

obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

a provision is recognised for the amount expected to be paid under short-term cash bonus or profit sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.




2.12 Revenue recognition

Goods sold

revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.

Completed properties held for resale

profit from the sale of completed properties is recognised when the sale and purchase agreement is finalised and the beneficial legal interest is transferred to the purchaser.

Construction contracts

as soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the income statement in proportion to the stage of completion of the contract. Contract revenue includes the initial amount agreed in the contract plus any variations in contract work and claims to the extent that it is probable that they will result in revenue and can be measured reliably.

the stage of completion is assessed by reference to the value of work done certified by customers. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. an expected loss on a contract is recognised immediately in the income statement.

Rental income

rental income is recognised on a straight-line basis over the term of the lease.

Services rendered

revenue from the provision of services is recognised when the services are rendered.

Dividends

Dividend income is recognised on the date that the Group’s right to receive payment is established.

Interest income

Interest income is recognised as it accrues, using the effective interest method.

2.13 Finance expenses

Borrowing costs are recognised in the income statement using the effective interest method, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.

2.14 Income tax expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

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




2.14 Income tax expense (cont’d)

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by 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 to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.



3 PROPERTy, PlANT AND EqUIPMENT

Noteleaseholdproperties

Plant and machinery

Motorvehicles

furnitureand fixtures

Officeequipment Renovations

Construction-in-progress Total

$ $ $ $ $ $ $ $

Group

Costat 1 January 2006 19,125,241 24,406,116 3,379,254 657,964 1,141,646 2,956,218 1,396,038 53,062,477additions – 7,872,282 314,068 148,918 217,918 1,145,324 10,402,276 20,100,786transfers – 10,804,737 – – 257,500 654,234 (11,716,471) –Disposals (3,102,809) (2,479,797) (328,283) (18,093) (34,070) (45,043) (2,603) (6,010,698)Write offs – (37,720) (58,948) (461,927) (56,922) – – (615,517)transfer to assets

classified as held for sale (12,654,914) – – – – – – (12,654,914)

translation differences on consolidation (479,585) (595,800) (35,897) (7,345) (55,984) (203,083) (1,367) (1,379,061)

at 31 December 2006 2,887,933 39,969,818 3,270,194 319,517 1,470,088 4,507,650 77,873 52,503,073additions – 2,973,360 149,538 24,008 76,000 607,070 1,493,988 5,323,964transfers – 1,082,092 (221,683) 4,000 17,200 276,832 (1,158,441) –Disposals – (889,787) (728,558) – – – – (1,618,345)transfer to assets

classified as held for sale 9 – (4,196,588) – – (674,240) (4,139,947) (169,476) (9,180,251)

translation differences on consolidation – (451,062) (24,573) (5,153) (21,087) – (12,940) (514,815)

at 31 December 2007 2,887,933 38,487,833 2,444,918 342,372 867,961 1,251,605 231,004 46,513,626

Accumulated depreciation and impairment lossesat 1 January 2006 3,286,606 8,246,404 1,535,674 495,229 418,815 660,810 – 14,643,538Depreciation charge for

the year 465,626 2,929,879 373,969 82,959 271,333 779,635 – 4,903,401reversal of impairment

losses – (179,919) – – – – – (179,919)Disposals (2,844,241) (537,485) (256,516) (15,814) (34,026) (38,455) – (3,726,537)Write offs – (30,670) (58,948) (438,725) (55,550) – – (583,893)transfer to assets

classified as held for sale (427,453) – – – – – – (427,453)

translation differences on consolidation (17,501) (86,063) (6,357) (1,764) (16,993) (55,600) – (184,278)

at 31 December 2006 463,037 10,342,146 1,587,822 121,885 583,579 1,346,390 – 14,444,859Depreciation charge for

the year 146,224 3,649,550 273,244 76,362 195,053 217,470 – 4,557,903reversal of impairment

losses – (163,111) – – – – – (163,111)transfer – 18,156 (18,156) – – – – –Disposals – (305,733) (299,302) – – – – (605,035)transfer to assets

classified as held for sale 9 – (177,938) – – (143,884) (1,157,362) – (1,479,184)

translation differences on consolidation – (135,267) (7,211) (2,875) (14,032) – – (159,385)

at 31 December 2007 609,261 13,227,803 1,536,397 195,372 620,716 406,498 – 16,596,047

Carrying amountat 1 January 2006 15,838,635 16,159,712 1,843,580 162,735 722,831 2,295,408 1,396,038 38,418,939at 31 December 2006 2,424,896 29,627,672 1,682,372 197,632 886,509 3,161,260 77,873 38,058,214at 31 December 2007 2,278,672 25,260,030 908,521 147,000 247,245 845,107 231,004 29,917,579



3 PROPERTy, PlANT AND EqUIPMENT (CONT’D)

Motorvehicles

Officeequipment

Total

$ $ $

Company

Cost

at 1 January 2006 350,000 3,645 353,645additions 2,991 49,273 52,264at 31 December 2006 352,991 52,918 405,909additions 1,214 23,899 25,113at 31 December 2007 354,205 76,817 431,022

Accumulated depreciation and impairment losses

at 1 January 2006 8,750 356 9,106Depreciation charge for the year 37,991 17,805 55,796at 31 December 2006 46,741 18,161 64,902Depreciation charge for the year 35,101 25,392 60,493at 31 December 2007 81,842 43,553 125,395

Carrying amount

at 1 January 2006 341,250 3,289 344,539at 31 December 2006 306,250 34,757 341,007at 31 December 2007 272,363 33,264 305,627

the carrying amounts of property, plant and equipment of the Group and the Company include amounts totalling $3,184,924 and $271,250 (2006: $3,459,971 and $306,250), respectively, in respect of property, plant and equipment held under finance leases.

the following property, plant and equipment are pledged as security to secure bank loans:

Group

2007 2006

$ $

leasehold properties 2,278,673 2,424,896plant and machinery 8,811,247 11,774,485

11,089,920 14,199,381

Details of the relevant banking facilities are set out in note 15 below.

Impairment loss and subsequent reversal

the Group assessed the carrying values of its property, plant and equipment against their recoverable amounts at each reporting date to determine whether there is any indication of impairment. Based on this annual impairment assessment, the carrying amount of certain plant and machinery was determined to be $163,111 lower than its recoverable amount, and an impairment loss was recognised in 2004. In 2007, the Group reassessed the recoverable amount of its plant and machinery based on a valuation report obtained from an independent professional valuer and $163,111 of the impairment loss recognised in prior years was reversed. the recoverable amount was determined on the estimated selling price on an open market value basis. the increase in the recoverable amounts of these plant and machinery was primarily attributed to the recovery of the Singapore construction sector in the current year. the impairment losses and subsequent reversal were recognised as part of other expenses in the income statement.



4 GOODwIll ON CONSOlIDATION

Group

Note $

Cost

at 1 January 2006 and 31 December 2006 43,466,773acquisitions of minority interest 24 67,427,086at 31 December 2007 110,893,859

Impairment tests for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes.

the aggregate carrying amounts of goodwill allocated to each unit are as follows:

2007 2006

$ $

recycling and manufacturing of IC trays and trading of e-waste (CGu 1) 29,110,714 29,110,714

e-waste recycling and pGM refining (CGu 2) 81,783,145 14,356,059110,893,859 43,466,773

the recoverable amounts of the cash-generating units were based on their values in use.

Values in use were determined by discounting the future cash flows generated from the continuing use of the units and were based on the following key assumptions:

• CashflowswereprojectedbasedonactualoperatingresultsandtheCGUs’three-yearbusinessplans.

• TheanticipatedannualrevenuegrowthincludedinthecashflowprojectionsforCGU1was0%fortheyearsfrom2008to2010, with constant gross profit margins.

• TheanticipatedannualrevenuegrowthincludedinthecashflowprojectionsforCGU2wasbetween10%to20%fortheyears from 2008 to 2010, plus management’s estimation of revenue from new contracts secured in relation to new services undertaken by CGu 2. Gross profit margins were assumed to remain constant in the stated forecast period above.

• Apre-taxdiscount rateof8.4% (2006:7.3%)wasapplied tobothCGUs indetermining their recoverableamounts.Thediscount rate was estimated based on the weighted average cost of capital of the respective entity to which the CGu belongs.

• Theterminalvaluewasestimatedusingprojectedcashflowsattheendoftheexplicitforecastperiod.

the values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and are based on both external sources and internal sources (historical data).



5 SUBSIDIARIES

Company

2007 2006

$ $

unquoted equity shares, at cost 180,081,535 86,357,969Impairment losses (10,671,000) (8,022,000)

169,410,535 78,335,969

amount due from a subsidiary (non-trade) – 7,900,000Impairment loss – (7,900,000)

– –

169,410,535 78,335,969

the amount due from a subsidiary amounting to $nil (2006: $7,900,000) formed part of the Company’s net investments in the subsidiary as at 31 December 2007 and 2006. this amount is unsecured and interest-free, and settlement is neither planned nor likely to occur in the foreseeable future. as this balance is, in substance, part of the Company’s net investment in the subsidiary, it is stated at cost less impairment loss. During the year, the Company has waived the repayment of $7,450,000 due from the subsidiary and the waiver and corresponding impairment was recognised as part of its investment in the subsidiary. the balance of $450,000 was fully repaid during the year.

In 2007, the Company recognised net impairment losses on its investments in subsidiaries of $2,649,000 (2006: net impairment losses of $77,000). Impairment losses amounting to $7,450,000 pertains to the waiver of amount due from subsidiary as described above. this was partially offset by a reversal of impairment losses amounting to $4,801,000 during the year, as a result of the improvement in the financial positions/performances of certain subsidiaries. the reversal of impairment losses were recognised as part of other expenses in the Company’s income statement.

Details of subsidiaries are as follows:

Name of subsidiary Principal activitiesCountry of

incorporationEffective equity interest

held by the Group

2007 2006

% %

1 Cimelia resource recovery pte ltd

e-waste recycling and pGM refining Singapore 100 63.7

1 e-Hub Metals pte. ltd. recovery and processing of ferrous and non-ferrous metals, melting and refining of copper and rental, servicing and sale of machinery and equipment

Singapore 100 100

1 HlS electronics pte ltd recycling and manufacturing of IC trays and trading of e-waste

Singapore 65 65

1 leong Hin Cranes pte ltd

and its subsidiary:

rental and sale of machinery and equipment and investment holding

Singapore 100 100

2 leong Hin equipment (HK) limited

rental and sale of machinery and equipment Hong Kong 100 100



5 SUBSIDIARIES (CONT’D)

Name of subsidiary Principal activitiesCountry of


held by the Group

2007 2006

% %

1 enviro-power pte ltd plastics to fuel refining Singapore 100 –

1 leong Hin enterprise pte ltd and its subsidiary:

property development and investment holding Singapore 100 100

1 leong Hin (newton) pte ltd property development Singapore 100 100

1 leong Hin piling (pte.)

ltd and its subsidiary:

piling contractor and investment holding Singapore 100 100

1 leong Hin Geotechnic

pte ltd

Geotechnic and general contractor Singapore 100 100

1 audited by KpMG, Singapore

2 audited by KpMG, Hong Kong

6 ASSOCIATES AND jOINT vENTURE

Group Company

2007 2006 2007 2006

$ $ $ $

Investment in associates 6,775,554 421,553 8,120,028 –Investment in a joint venture 6,085,800 – 6,085,800 –

12,861,354 421,553 14,205,828 –

Fair value of quoted shares of associate 9,839,400 – – –

Details of the associates and joint venture are as follows:

Name of associates and joint venture Principal activitiesCountry of


held by the Group

2007 2006

% %

Associatesleong Hin equipment

(M) Sdn Bhdrental, sale and servicing of machinery and equipment

Malaysia – 40

professional Waste technology (1999) public Company limited

Disposal of industrial waste, including industrial hazardous waste, industrial on-hazardous waste, chemical wastewater and biological wastewater

thailand 23 –

joint ventureenviro energy limited Investment holding Cayman Islands 50 –



6 ASSOCIATES AND jOINT vENTURE (CONT’D)

the financial information of the associates and joint venture, which are not adjusted for the percentage of ownership held by the Group, are as follows:

Associates joint venture

2007 2006 2007 2006

$ $ $ $

Assets and liabilitiestotal assets 51,137,357 1,585,288 12,172,257 –total liabilities 10,824,896 381,284 – –

Resultsrevenue 4,290,447 954,038 – –(loss)/profit after tax (5,551,578) 37,425 – –

Joint venture’s capital commitment 25,966,600 –

at the respective balance sheet dates, the associates and joint venture do not have any contingent liabilities.

7 OThER INvESTMENTS

Group

2007 2006

$ $

Quoted equity securities available-for-sale 75 25,325unquoted equity securities available-for-sale* – –

75 25,325

* these investments were fully impaired at the balance sheet dates.

all equity securities are denominated in Singapore dollars.

8 TRADE AND OThER RECEIvABlES

Group

2007 2006

$ $

Non-currentretention sums receivable after 12 months 182,385 404,343



8 TRADE AND OThER RECEIvABlES (CONT’D)

Group Company

2007 2006 2007 2006

$ $ $ $

Currenttrade receivables 43,537,233 9,482,845 – 17,241accrued trade receivables 4,187,462 2,367,877 – –

47,724,695 11,850,722 – 17,241Impairment losses (435,985) (695,857) – –net trade receivables 47,288,710 11,154,865 – 17,241

Deposits placed for proposed acquisition of an investment 590,605 629,555 – –other deposits 6,720,408 489,794 62,400 –prepayments 1,228,475 324,446 109,430 26,103advances to suppliers 1,361,739 987,767 – –Share issue expenses – 1,295,856 – –other receivables 2,312,151 157,200 2,095,387 1,336loan to a director 200,000 – – –receivables from brokers in relation to realised gains on

forward copper contracts 2,694,833 – – –amounts due from subsidiaries- trade – – 7,867 659,063- non-trade – – 260,000 18,105,496amount due from an associate- trade 900,249 137,861 – –

63,297,170 15,177,344 2,535,084 18,809,239

Current trade receivables of the Group include retention sums of $1,135,696 (2006: $464,307).

other deposits of the Group are stated after an impairment loss of $nil (2006: $76,776). the impairment loss was recognised as part of other expenses in the income statement.

Share issue expenses represent expenditure incurred in connection with the proposed public offering and listing of the shares of a subsidiary on the Singapore exchange Securities trading limited (SGX). In 2006, the Group announced a restructuring exercise under which the subsidiary sought to list on the SGX by way of an introduction (the Introduction). In 2007, the Group aborted the restructuring exercise. as a result, the share issue expenses incurred by the subsidiary were written off to the Group’s income statement in the current year.

outstanding trade balances with subsidiaries and associate are unsecured. there is no impairment loss arising from the outstanding trade balances.

the non-trade amounts due from subsidiaries are unsecured, interest-free and are repayable on demand.

the loan to a director is unsecured, interest-free and repayable on demand. the loan was granted to an individual, who was subsequently appointed as director of one of the subsidiaries in 2007. the purpose of the loan is to provide the director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Group.

the Group’s primary exposure to credit risk arises through its trade receivables. Concentration of credit risk relating to trade receivables is limited due to the Group’s many varied customers. the Group’s historical experience in the collection of accounts receivable falls within the recorded impairment losses. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.



8 TRADE AND OThER RECEIvABlES (CONT’D)

the maximum exposure to credit risk for loans and receivables at the reporting date (by type of customer) is:

Group Company

2007 2006 2007 2006

$ $ $ $

Contractors 6,806,501 4,144,626 – –traders 13,982,537 5,286,823 – –Manufacturers 25,300,911 395,895 – –others 7,305,994 1,622,582 2,363,254 18,783,136

53,395,943 11,449,926 2,363,254 18,783,136

the Group’s most significant customer, an overseas trader, accounts for $8,719,028 (2006: $848,419) of the trade receivables carrying amount at 31 December 2007.

Impairment losses

the ageing of loans and receivables at the reporting date is:

GrossImpairment

losses GrossImpairment

losses

2007 2007 2006 2006

$ $ $ $

Groupnot past due 40,781,563 – 7,851,518 –past due 0 – 30 days 10,260,493 359,046 1,372,625 –past due 31 – 120 days 1,504,797 – 1,063,084 160,218past due 121 – 365 days 1,143,410 – 983,884 –More than one year 141,665 76,939 874,672 535,639

53,831,928 435,985 12,145,783 695,857Companynot past due 2,363,254 – 18,783,136 –

the change in impairment loss in respect of trade receivables during the year is as follows:

Group Company

2007 2006 2007 2006

$ $ $ $

at 1 January 695,857 590,343 – –Impairment loss recognised 359,046 433,886 – –Impairment loss reversal (13,030) (221,713) – –Impairment loss written off (593,141) (102,946) – –translation differences (12,747) (3,713) – –at 31 December 435,985 695,857 – –

Based on historical default rates, the Group believes that no additonal impairment allowance is necessary in respect of trade receivables not past due nor impaired. these receivables are mainly arising from customers that have a good record with the Group.



9 ASSETS ClASSIfIED AS hElD fOR SAlE

the Group entered into put and call option agreements in December 2006 for the sale and leaseback of certain leasehold properties held by the Group. these leasehold properties were hence classified as assets held for sale as at 31 December 2006. additional plant and equipment were identified and transferred to assets classified as held for sale in 2007, upon the complete designation of plant and equipment to be sold, pursuant to the sale and leaseback arrangement. the sale and leaseback arrangements were completed in april 2007.

10 INvENTORIES

Group

Note 2007 2006

$ $

trading inventories, at cost 18,087,630 13,082,330trading inventories, at net realisable value 3,586,161 1,983,692raw materials and consumables 52,053,851 74,487,990Goods-in-transit 42,829 3,061,812

73,770,471 92,615,824

Completed properties held for resale, at cost – 979,443Construction work-in-progress 11 146,089 95,597

146,089 1,075,040

73,916,560 93,690,864

Inventories recognised as cost of sales in the income statement during the year amounted to $119,044,677 (2006: $72,837,053).

Certain inventories of the Group have been pledged as collaterals for banking facilities granted to the Group, details of which are set out in note 15 below.

In 2007, the Group reversed an allowance for write-down of inventories amounting to $68,667 (2006: allowance of $405,472). the reversal/allowance is recognised as part of cost of sales in the income statement.

11 CONSTRUCTION wORk-IN-PROGRESS

Group

2007 2006

$ $

Costs incurred and attributable profits 18,697,749 10,902,819progress billings (15,211,081) (8,992,931)accrued progress billings (3,340,579) (1,814,291)

146,089 95,597Comprising:Work-in-progress 146,089 95,597



12 CASh AND CASh EqUIvAlENTS

Group Company

Note 2007 2006 2007 2006

$ $ $ $

Cash at banks and in hand 17,512,439 5,682,427 210,613 515,998Deposits with financial institutions 2,500,177 7,086,580 – 2,500,000Cash and cash equivalents 20,012,616 12,769,007 210,613 3,015,998

Bank overdrafts 15 (94,134) (1,548,707)Deposits pledged (382,615) (3,545,100)Cash and cash equivalents in

the consolidated cash flow statement 19,535,867 7,675,200

the effective interest rates relating to deposits with financial institutions at the balance sheet date for the Group and the Company range from 1.5% to 5.1% (2006: 0.1% to 5.1%) and nil% (2006: 3.25%) per annum, respectively. Interest rates reprice within 1 year.

Deposits pledged represent bank balances of certain subsidiaries pledged as security to obtain credit facilities, details of which are set out in note 15 below.

13 ShARE CAPITAl

Group and Company

Number of shares

Number of shares

fully paid ordinary shares, with no par value:at 1 January 511,737,457 342,553,333Issue of shares 137,630,373 169,184,124at 31 December 649,367,830 511,737,457

In april 2007, the company issued 137,630,373 new ordinary shares at $0.56 per share as consideration for the acquisition of the remaining 36.3% interest in a subsidiary, Cimelia resource recovery pte ltd.

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. all shares rank equally with regard to the Company’s residual assets.

Capital Management

the Company’s policy is to maintain a strong capital base so as to preserve investor, creditor and market confidence and to sustain the future development of the business. the Board of Directors regularly monitors the Group’s debt/equity ratios and is of the opinion that the Group’s capital is adequate.

14 fOREIGN CURRENCy TRANSlATION RESERvE

the foreign currency translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the functional currency of the Company.



15 fINANCIAl lIABIlITIES

Group Company

Note 2007 2006 2007 2006

$ $ $ $

Non-current liabilitiesSecured bank loans 5,822,842 15,598,154 – –Finance lease liabilities 1,146,166 1,709,157 75,437 115,915

6,969,008 17,307,311 75,437 115,915Current liabilitiesBank overdrafts (unsecured) 12 94,134 1,548,707 – –Secured bank loans 4,308,869 5,764,862 – –trust receipts (secured) 22,658,266 36,877,423 – –Finance lease liabilities 1,061,902 882,234 40,478 38,566

28,123,171 45,073,226 40,478 38,566

total borrowings 35,092,179 62,380,537 115,915 154,481

Terms and debt repayment schedule

terms and conditions of outstanding loans and borrowings are as follows:

(a) Secured bank loans of the Group include:

(i) an amount of $1,691,722 (2006: $1,769,713), which is repayable over 240 monthly instalments commencing in December 2003 and bears interest as follows:

- First year at a fixed rate of 3.25% per annum

- Second year at a fixed rate of 3.5% per annum

- third year at a fixed rate of 3.0% per annum

- Fourth year at a fixed rate of 3.25% per annum

- Fifth year at a fixed rate of 0.25% per annum below the bank’s commercial financing rate

- thereafter at the bank’s prevailing commercial financing rate

(ii) an amount of $nil (2006: $3,676,662) which is repayable over 180 monthly instalments commencing in august 2004 and bears interest as follows:

- First year at a fixed rate of 2.75% per annum

- Second year at a fixed rate of 3% per annum

- third year at the bank’s prevailing prime rate per annum

- thereafter at a fixed rate of 0.5% over the bank’s prevailing prime rate



15 fINANCIAl lIABIlITIES (CONT’D)

(b) terms and conditions of all other interest-bearing liabilities are as follows:

2007 2006

Nominal interest rate

year of maturity

face value

Carrying amount

face value

Carrying amount

Group $ $ $ $

S$ floating rate loans CoF^ + 1.75 2008 1,000,000 1,000,000 3,666,000 3,666,000S$ fixed rate loans 2.65 – 5.75 2009 – 2010 7,439,989 7,439,989 12,250,641 12,250,641S$ finance lease liabilities 4.50 – 7.98 2008 – 2012 2,208,068 2,208,068 2,591,391 2,591,391JpY trust receipts 1.32 2008 – – 279,953 279,953S$ trust receipts 3.91 – 5.50 2008 8,744,734 8,744,734 7,271,436 7,271,436uS$ trust receipts 6.44 – 7.22 2008 13,553,605 13,553,605 29,326,034 29,326,034euro trust receipts 6.25 2008 335,220 335,220 – –HK$ trust receipts 5.53 2008 24,707 24,707 – –S$ bank overdrafts prime lending

rate + 0.25

– 0.50 2008 94,134 94,134 1,548,707 1,548,70733,400,457 33,400,457 56,934,162 56,934,162

Company

S$ finance lease liabilities 4.62 2010 115,915 115,915 154,481 154,481

^ the respective bank’s cost of funds

the bank loans and trust receipts are secured as follows:

(a) legal mortgages over the Group’s leasehold properties with carrying amounts of $2,278,672 (2006: $2,424,896);

(b) legal mortgage over one of the Group’s leasehold properties included in assets classified as held for sale with carrying amount of $nil (2006: $5,344,662);

(c) legal mortgages over the Group’s development properties with carrying amounts of $nil (2006: $979,443);

(d) Fixed charges on certain plant and machinery of the Group with carrying amounts of $8,811,247 (2006: $11,774,485);

(e) Fixed charges on inventory of the Group with carrying amounts of $22,658,266 (2006: $35,661,643);

(f) pledge of certain quoted shares held by a director of the Company;

(g) Fixed deposits of the Group amounting to $nil (2006: $3,018,000);

(h) personal fixed deposits of a director of the Company of not less than $nil (2006: $1,173,937);

(i) personal guarantees provided by a director of the Company amounting to $5,240,640 (2006: $13,381,686); and

(j) Joint and several personal guarantees provided by certain directors of a subsidiary (one of these directors is a director of the Company up to 5 august 2006) amounting to $nil (2006: $1,346,326).




Finance lease liabilities

at the balance sheet date, the Group and the Company have obligations under finance leases that are payable as follows:

Principal Interest Payments Principal Interest Payments

2007 2007 2007 2006 2006 2006

$ $ $ $ $ $

Group

payable within 1 year 1,061,902 89,983 1,151,885 882,234 110,236 992,470

payable after 1 year but within 5 years 1,146,166 43,498 1,189,664 1,709,157 135,852 1,845,009

total 2,208,068 133,481 2,341,549 2,591,391 246,088 2,837,479

Company

payable within 1 year 40,478 4,222 44,700 38,566 6,134 44,700

payable after 1 year but within 5 years 75,437 2,788 78,225 115,915 7,010 122,925

total 115,915 7,010 122,925 154,481 13,144 167,625

the finance lease liabilities are secured by property, plant and equipment under the leases with carrying amounts of $3,184,924 (2006: $3,459,971) for the Group and $271,250 (2006: $306,250) for the Company, respectively. In addition, certain finance lease liabilities of the Group are secured as follows:

(a) Finance lease liabilities totalling $290,061 (2006: $404,614) are secured by fixed deposits of $382,615 (2006: $527,100);

(b) Finance lease liabilities totalling $nil (2006: $292,434) are secured by personal or joint and several personal guarantees provided by certain directors of certain subsidiaries (one of these directors is a director of the Company up to 5 august 2006); and

(c) Finance lease liabilities totalling $277,775 (2006: $438,920) are secured by personal guarantees provided by a director of the Company.




the following are the expected contractual undiscounted cash inflows (outflows) of financial liabilities, including interest payments and excluding the impact of netting agreements:

Carrying amount Cash flows

Contractual cash flows

within 1 year

within 1 to 5 years

$ $ $ $

Group

2007Non-derivative financial liabilitiesVariable interest rate loans 1,000,000 1,010,665 1,010,665 –Fixed interest rate loans 9,131,711 10,243,341 3,683,440 6,559,901Finance lease liabilities 2,208,068 2,341,549 1,151,885 1,189,664Bank overdrafts 94,134 94,134 94,134 –trust receipts 22,658,266 22,751,980 22,751,980 –trade and other payables* 33,588,970 33,588,970 33,588,970 –

68,681,149 70,030,639 62,281,074 7,749,565

2006Non-derivative financial liabilitiesVariable interest rate loans 3,666,000 3,853,211 3,853,211 –Fixed interest rate loans 17,697,016 20,230,847 6,651,544 13,579,303Finance lease liabilities 2,591,391 2,837,479 992,470 1,845,009Bank overdrafts 1,548,707 1,548,707 1,548,707 –trust receipts 36,877,423 37,094,500 37,094,500 –trade and other payables* 28,614,584 28,614,584 28,614,584 –

90,995,121 94,179,328 78,755,016 15,424,312

* Excludes accrued expenses and deferred income.

Carrying amount Cash flows

Contractual cash flows

within 1 year

within 1 to 5 years

$ $ $ $

Company

2007Finance lease liabilities 115,915 122,925 44,700 78,225trade and other payables* 6,151,137 6,151,137 6,151,137 –

6,267,052 6,274,062 6,195,837 78,225

2006Finance lease liabilities 154,481 167,625 44,700 122,925trade and other payables* 41,138 41,138 41,138 –

195,619 208,763 85,838 122,925

* Excludes accrued expenses and deferred income.



16 DEfERRED TAx lIABIlITIES

Movements in deferred tax assets and liabilities (prior to offsetting of balances) during the year are as follows:

At 1 january

2006

Recognised in income statement (note 20)

Translation difference

At 31 December

2006

Recognised in income statement (note 20)

Translation difference

At 31 December

2007

$ $ $ $ $ $ $

Group

Deferred tax liabilityproperty, plant and

equipment 1,903,041 1,090,163 (53,254) 2,939,950 425,145 (44,459) 3,320,636

Deferred tax assetstax value of unabsorbed

capital allowances carry-forward – – – – (279,943) – (279,943)

tax value of unutilised losses carry-forward – (1,056,173) – (1,056,173) 682,697 – (373,476)

others (88,088) 88,088 – – – – –(88,088) (968,085) – (1,056,173) 402,754 – (653,419)

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. the amounts determined after appropriate offsetting are included in the balance sheet as follows:

Group

2007 2006

$ $

Deferred tax liabilities 2,667,217 1,883,777

the following temporary differences have not been recognised:

Group

2007 2006

$ $

unutilised tax losses 8,095,354 7,581,537unabsorbed wear and tear allowances 1,479,630 –(taxable)/Deductible temporary differences (35,686) 35,238

9,539,298 7,616,775

the utilisation of tax losses and wear and tear allowances are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which certain subsidiaries operate. the temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items due to the uncertainty of the availability of future taxable profit against which the Group can utilise the benefits.



17 TRADE AND OThER PAyABlES

Group

2007 2006

$ $

Non-currentDeferred income 21,403,137 –

Group Company

2007 2006 2007 2006

$ $ $ $

Currenttrade payables 4,153,914 8,690,682 17,698 41,138accrual for directors’ fees – 45,250 – 45,250accrual for share issue expenses – 472,963 – –Deferred commission income 1,555,072 – – –Deferred income 2,578,550 – – –other accruals 6,218,064 6,568,389 452,119 298,542loans from a director 14,644,940 13,372,547 – –Fair value derivative – 26,401 – –other payables 12,790,116 6,534,274 122,892 –amounts due to subsidiaries (non-trade) – – 4,010,547 –Short-term employee bonus payable to a director 2,000,000 – 2,000,000 –amount due to related parties (trade) – 17,081 – –

43,940,656 35,727,587 6,603,256 384,930

the deferred income on sale and leaseback relates to the excess profits (the excess of the sale price over the fair value) arising from the sale and leaseback of certain leasehold properties previously held by the Group. the excess profits are deferred and amortised over the lease period of 10 years.

trade payables and other accruals of the Group include retention sums of $1,586,368 (2006: $1,196,247).

the loans from a director are unsecured and interest-free and are repayable either on demand or within the next twelve months.

Current and non-current other payables of the Group include an amount of $nil (2006: $6,451,147) payable to JtC in connection with the purchase of a leasehold property. this amount bears interest at an effective rate of nil% (2006: 4.97%) per annum and is repayable over 24 monthly instalments from october 2005.

outstanding trade balances with related parties are unsecured. the related parties are corporations in which certain directors of a subsidiary have substantial financial interests.

the non-trade amounts due to subsidiaries were interest-free, and were repayable on demand.



18 REvENUE

Group

2007 2006

$ $

Sales of goods 133,369,350 74,437,504revenue from piling contracts 20,365,228 13,278,908revenue from rental of machinery and equipment 3,190,596 2,688,273Gross proceeds from properties sold 1,245,000 1,200,000rendering of services 1,705,657 466,050

159,875,831 92,070,735

19 fINANCE INCOME AND ExPENSE

Group

2007 2006

$ $

Recognised in the income statementInterest income:- Cash and cash equivalents 242,344 193,511Finance income 242,344 193,511

Interest expense:- bank overdrafts (21,797) (110,207)- trust receipts (1,983,919) (1,498,421)- bank loans (997,782) (1,027,203)- finance leases (121,969) (119,654)Imputed interest on other payables (74,140) (334,333)Finance expenses (3,199,607) (3,089,818)

net finance expenses recognised in income statement (2,957,263) (2,896,307)

the imputed interest expense on other payables was determined based on a subsidiary’s cost of funds of 4.97% (2006: 4.97%) per annum.



20 INCOME TAx ExPENSE

Group

Note 2007 2006

$ $

Current tax expenseCurrent year 3,721,881 570,407under/(over) provided in prior years 124,637 (124,473)

3,846,518 445,934

Deferred tax expenseorigination of temporary differences (net) 1,175,489 237,757reduction in tax rate (92,664) –recognition of previously unrecognised tax losses – (115,679)overprovided in prior years (254,926) –

16 827,899 122,078

Total income tax expense 4,674,417 568,012

Reconciliation of effective tax rate

Group

2007 2006

$ $

profit before income tax 28,515,524 3,420,510

tax calculated using Singapore tax rate of 18% (2006: 20%) 5,132,794 684,102effect of reduction in tax rates (92,664) –effect of different tax rates in other countries 331 –Income not subject to tax (2,135,372) (313,030)expenses not deductible for tax purposes 404,860 638,495tax exempt revenue (54,226) (18,382)effect of taxable income eliminated on consolidation 1,220,996 17,595effect of tax incentives 28,662 (186,218)Deferred tax assets not recognised 346,056 7,048recognition of previously unrecognised tax losses – (115,679)utilisation of previously unrecognised:- tax losses (1,411) (72,704)- unabsorbed wear and tear allowances – (37,558)- temporary differences – 98,308overprovided in prior years (130,289) (124,473)others (45,320) (9,492)

4,674,417 568,012

In the announcement of Budget 2007, the rate of tax for companies is reduced from the 20% to 18% with effect from year of assessment 2008 (financial year 2007).

Subject to compliance with certain conditions of the economic expansion Incentives (relief from Income tax) act, a subsidiary has been granted investment allowance in respect of certain qualifying fixed capital expenditure for a period of 5 years commencing from 1 october 2004.



21 PROfIT fOR ThE yEAR

the following items have been included in arriving at profit for the year:

Group

2007 2006

Note $ $

Bad trade receivables recovered (23,547) (29,046)Changes in fair value of derivative financial instruments – 26,401exchange loss (net) 2,160,963 539,794Gain on disposal of other investments (56,200) (104,010)

Gain on disposal of assets classified as held for sale (11,992,356) –Gain on disposal of property, plant and equipment (1,091,443) (2,472,068)Impairment loss on other deposits – 76,776Impairment losses on trade receivables (net) 346,016 212,173Interest income (242,344) (193,511)loss on disposal of interest in an associate 106,772 9,639operating lease expenses (net of amortisation in respect of deferred income amounting to $1,827,415 (2006:$nil)) 3,072,986 1,182,218property, plant and equipment written off 4,582 31,624realised gain on financial derivative contracts (3,222,663) –reversal of impairment losses on property, plant and equipment (163,111) (179,919)Share issue expenses written off 8 925,041 –Staff costs 11,240,859 8,813,779Contributions to defined contribution plans included in staff costs 593,432 556,522technical transfer income from an associate (3,004,400) –unrealised loss on financial derivative contracts 165,783 –(reversal)/allowance for write-down of inventories (68,667) 405,472

22 EARNINGS PER ShARE

Group

2007 2006

$ $

Basic earnings per share is based on:profit attributable to ordinary shareholders 20,282,399 1,866,952

Group

2007 2006

Number of shares

Number of shares

Issued ordinary shares at beginning of the year 511,737,457 342,553,333effect of bonus shares issued – 114,184,124effect of shares issued during the year 93,890,309 9,342,466 Weighted average number of ordinary shares at the end of the year 605,627,766 466,079,923

there was no potential dilutive ordinary share for the years ended 31 December 2007 and 2006. as such, the profit attributable to ordinary shareholders and the weighted average number of ordinary shares used in the calculation of diluted earnings per share are the same as those used in the calculation of basic earnings per share.



23 SEGMENT REPORTING

Segment information is presented in respect of the Group’s business and geographical segments. the primary format, business segments, is based on the Group’s management and internal reporting structure.

Inter-segment pricing is determined on mutually agreed terms.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. unallocated items mainly comprise loans and expenses, corporate assets and expenses, and income tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets other than goodwill.

Business segments

the Group is organised into eight main business segments:

(a) Copper refining

(b) piling contracts

(c) rental and servicing of machinery, and sale of machinery and spares

(d) property development

(e) trading of e-waste/metals

(f) recycling and manufacturing of IC trays

(g) e-waste recycling and pGM refining

(h) plastics to fuel refining

Geographical segments

the Group’s eight business segments operate in four main geographical areas: Singapore, Hong Kong and China, Malaysia and europe.

Singapore is the country of domicile of the Group. the areas of business are principally rental and servicing of machinery, sale of machinery and spares, piling contracts, property development, trading of metals, plastics to fuel refining, recycling and manufacturing of IC trays, trading and recycling of e-waste, and pGM and copper refining.

Hong Kong and China – the areas of business are mainly rental of machinery, recycling of IC trays, trading and recycling of e-waste and pGM refining.

Malaysia and europe – the areas of business are mainly recycling of IC trays, trading and recycling of e-waste and pGM refining.

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.



23

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23 SEGMENT REPORTING (CONT’D)

Geographical segments

Singaporehong kongand China Malaysia Europe Others Total operations

$ $ $ $ $ $

2007

total external revenue 71,889,437 55,563,472 12,114,138 7,833,166 12,475,618 159,875,831

Segment assets 311,223,028 – – – – 311,223,028

Capital expenditure 5,323,964 – – – – 5,323,964

Singaporehong kongand China Malaysia Europe Others Total operations

$ $ $ $ $ $

2006

total external revenue 43,760,444 34,481,253 6,198,271 5,427,193 2,203,574 92,070,735

Segment assets 216,356,478 – – – – 216,356,478

Capital expenditure 20,100,786 – – – – 20,100,786

24 ACqUISITION Of MINORITy INTEREST

Acquisiton of minority interest

In april 2007, the Group acquired an additional 36.3% interest in Cimelia resource recovery pte ltd, via the issuance of 137,630,373 new ordinary shares at $0.56 per share as consideration, increasing its ownership of Cimelia resource recovery pte ltd from 63.7% to 100%. the carrying amount of Cimelia resource recovery pte ltd’s net assets on the date of the acquisition amounted to $26,968,637. accordingly, the Group recognised a decrease in minority interest of $9,853,372 and an increase in provisional goodwill of $67,427,086 (note 4). Included in the cost of investment are costs incurred in connection with this acquisition amounting to $207,449.

the Group is in the process of allocating the purchase consideration to the identified assets, liabilities and contingent liabilites of Cimelia resource recovery pte ltd at their fair values as at the date of acquisition. accordingly, the identifiable assets, liabilities and contingent liabilites have been accounted for at their provisional values and adjustments will be made to these provisional values upon the completion of the purchase price allocation exercise.



25 fINANCIAl RISk MANAGEMENT

Overview

the Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. the management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

the audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. the audit Committee is assisted in its oversight role by Internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit Committee.

Credit risk

the Group has a credit policy in place which establishes credit limits for customers and monitors their balances on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. the credit quality of customers is assessed after taking into account its financial position and the Group’s past experience with the customers.

the Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. the main component of this allowance is a specific loss component that relates to individually significant exposures.

the allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. at that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

Cash and fixed deposits are placed with banks and financial institutions which are regulated. the Group invests its surplus cash in only those financial instruments of high credit rating and with pre-approved counterparties of high credit quality.

Liquidity risk

the Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

In addition, the Group maintains the following lines of credit:

• $3,550,000overdraftfacilitythatisunsecured.InterestwouldbepayableattherateofCOFplus25basispoints(bp).

• $2,000,000creditfacilitythatcanbedrawndowntomeetshort-termfinancingneeds.Thefacilityhasa120to180-daymaturitythat renews automatically at the option of the Group. Interest would be payable at a rate of CoF plus 150 to 175 bp.

Market risk

Market risk is the risk that changes in market prices, such as interest rates, commodity prices, foreign exchange rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. the objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

the Group’s exposure to fluctuations in commodity prices arises from its trading in copper and precious metals inventories. the Group enters into forward copper and pGM contracts, as and when management deems fit, in order to hedge against the exposure.



25 fINANCIAl RISk MANAGEMENT (CONT’D)

Interest rate risk

the Group’s exposure to changes in interest rates relates primarily to its interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates. the Group does not use any derivative financial instruments to hedge against its interest rate risk.

Sensitivity analysis

Profit before tax

100 bp increase 100 bp decrease

$ $

2007Floating rate loans (10,000) 10,000trust receipts (226,583) 226,583Bank overdrafts (941) 941Deposits with financial institutions 25,002 (25,002)

2006Floating rate loans (36,660) 36,660trust receipts (368,774) 368,774Bank overdrafts (15,487) 15,487Deposits with financial institutions 70,866 (70,866)

Foreign currency risk

the Group is exposed to foreign currency risk on sales, purchases, expenses and borrowings that are denominated in currencies other than the respective functional currencies of Group entities. the currencies giving rise to this risk are primarily united States dollars and euro.

the Group’s exposure to foreign currency risk is closely monitored by management on an ongoing basis.

the Group’s and Company’s exposures to foreign currencies are as follows:

31 December 2007 31 December 2006

Singapore dollar

US dollar

Euro Others Singapore dollar

US dollar

Others

$ $ $ $ $ $ $

Grouptrade and other

receivables 352,330 2,244,252 – 8,843 2,506,426 1,141,376 –Cash and cash

equivalents 9,217,905 3,052,056 – – 746,573 3,086,769 –Financial

liabilities (5,254,934) (1,275,462) (355,220) (24,707) (9,754,755) (1,275,482) (279,953)trade and other

payables (716,414) (63,686) (6,718) – (712,601) (137,925) (55,564)3,598,887 3,957,160 (361,938) (15,864) (7,214,357) 2,814,738 (335,517)

the Company has no significant foreign currency exposures.




Sensitivity analysis

a 10% strengthening of Singapore dollar against all other currencies, apart from the functional currency of the Company, at the reporting date would increase/(decrease) profit before tax by the amounts shown below. this analysis assumes that all other variables, in particular interest rates, remain constant.

Group Profitbefore tax

$

31 December 2007uS dollar (395,716)euro 36,194others 1,586

(357,936)31 December 2006uS dollar (281,474)others 33,552

(247,922)

a 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Estimation of fair values

the following summarises the significant methods and assumptions used in estimating the fair values of financial instruments of the Group and Company.

Investments in equity securities

the fair value of available-for-sale financial assets is determined by reference to their quoted bid prices at reporting date.

Derivatives

the fair value of forward commodity contracts are based on their quoted market prices.

Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.

Intra-group financial guarantees

the value of financial guarantees provided by the Company to its subsidiaries is determined by reference to the difference in the interest rates, by comparing the actual rates charged by the bank with these guarantees made available, with the estimated rates that the banks would have charged had these guarantees not been available. Management of the Group has determined the differentials and estimated the fair values of the intra-group financial guarantees and noted that they were not material at year-end.

Other financial assets and liabilities

the notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents, and trade and other payables) are assumed to approximate their fair values because of the short period to maturity. all other financial assets and liabilities are discounted to determine their fair values.




Interest rates used in determining fair values

the interest rates used are as follows:

Group

2007 2006

% %

Bank loans 6.25 – 6.75 5.16 – 6.25Finance leases 5.45 – 6.75 5.90 – 7.98

the aggregate net fair values of recognised financial liabilities of the Group which are not carried at fair value in the balance sheet at 31 December are represented in the following table:

Carrying amount fair value Carrying amount fair value

Note 2007 2007 2006 2006

$ $ $ $

Group

financial liabilitiesSecured bank loans 15 9,131,711 8,795,062 15,697,016 15,525,266Finance lease liabilities 15 2,208,068 2,180,209 2,591,391 2,568,897

11,339,779 10,975,271 18,288,407 18,094,163

unrecognised gain 364,508 194,244

26 COMMITMENTS

Group

2007 2006

$ $

(a) Capital commitments not provided for in the financial statements: - contracted but not provided for 23,065,548 282,190 - authorised but not contracted for 165,000 –

23,230,548 282,190

Group

2007 2006

$ $

(b) non-cancellable operating leases payable: - Within 1 year 6,501,262 1,142,294 - after 1 year but within 5 years 26,428,797 4,572,638 - after 5 years 29,515,375 34,644,670

62,445,434 40,359,602

the Group leases a number of office cum warehouse premises under operating leases. the operating leases arose from the sale and leaseback transaction as noted in note 17. the leases run for an initial period of ten years, with an option to renew leases after that date.

the lease payments are subject to annual revisions based on the market rates at the respective revision dates.



27 CONTINGENT lIABIlITIES

(i) the Company issued financial guarantees to certain banks in respect of banking facilities granted to certain subsidiaries amounting to $85,848,388 (2006: $65,350,121), of which the amount utilised at the balance sheet date was $36,192,124 (2006: $47,420,062). the periods in which the financial guarantees will expire are as follows:

2007 2006

$ $

Within 1 year 30,170,096 33,085,388after 1 year but within 5 years 4,934,492 10,807,171after 5 years 1,087,536 3,527,503

36,192,124 47,420,062

(ii) In 2007, e-Hub Metals pte ltd (“eHM”), a wholly-owned subsidiary of the Company, took legal action against a metal scraps supplier for the refund of two deposits amounted to $250,000 and the refund of an overpayment of uS$28,590 (equivalent to S$41,000). these deposits were initially placed for two purchasing contracts with the latter to purchase scrap materials. these contracts have since expired in September 2006 and March 2007 respectively but the supplier did not refund the deposits to eHM. the supplier counterclaimed against eHM for alleged repudiation of the purchase contracts and sought to seek damages of uS$351,000 (equivalent to S$506,000) from eHM. In the event that the supplier succeeds in its counterclaim, eHM’s potential exposure is estimated to S$192,000. Based on legal advise, the directors do not expect the outcome of the action to have a material effect on the Group’s financial position and no provision has been made in the financial statements at this stage in respect of the counterclaim.

28 RElATED PARTIES

For the purposes of these financial statements, parties are considered to be related to the Group if the Group 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, where the Group and the party are subject to common control or common significant influence. related parties may be

individuals or other entities.

Key management personnel compensation

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. the directors and members of the management team are considered as key management personnel of the Group.

Key management personnel compensation comprised:

Group

2007 2006

$ $

Short-term employee benefits 4,447,461 2,272,774

the above included short-term employee benefits amounting to $571,476 which relate to key management personnel who resigned from the Company during the year ended 31 December 2007.



28 RElATED PARTIES (CONT’D)

Other transactions with key management personnel

Group

2007 2006

$ $

Directors fee paid/payable to directors of the Group 161,000 121,000

Other related party transactions

other than as disclosed elsewhere in the financial statements, the transactions carried out in the normal course of business on terms agreed with related parties are as follows:

Group

2007 2006

$ $

purchase of goods from corporations in which certain directors of a subsidiary have substantial financial interests 940,459 507,553

rendering of services to an associate 3,004,400 –

29 SUBSEqUENT EvENTS

(a) In February 2008, a subsidiary had entered into a put and call option to dispose its leasehold building, office equipments and furniture and fittings for a consideration of $5,000,000.

(b) Subsequent to the balance sheet date, a subsidiary entered into a sale and purchase agreement with a third party for the sale of the subsidiary’s entire shareholdings in a subsidiary, leong Hin equipment (HK) limited, for a cash consideration of $138,000.

30 ACCOUNTING ESTIMATES AND jUDGEMENT

estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Management discussed with the audit Committee the development, selection and disclosure of the Group and Company’s critical accounting polices and estimates, and the application of these policies and estimates.

the Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the financial statements.

Depreciation of and impairment loss on property, plant and equipment

property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated residual value. the Group reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting period. the useful lives are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes. Depreciation expense for future periods is adjusted if there are significant changes from previous estimates.



30 ACCOUNTING ESTIMATES AND jUDGEMENT (CONT’D)

Depreciation of and impairment loss on property, plant and equipment (cont’d)

Impairment losses would be made for property, plant and equipment whenever there is objective evidence that the assets are impaired. the required level of impairment losses to be made is estimated by reference to price quotations from independent third parties.

Impairment loss on trade receivables

the Group evaluates whether there is any objective evidence that trade receivables are impaired, and determine the amount of impairment loss as a result of the inability of the debtors to make required payments. the Group bases the estimates on the ageing of the trade receivables balance, credit-worthiness of the debtors and historical write-off experience. If the financial conditions of the debtors were to deteriorate, actual write-offs would be higher than estimated.

Allowance for inventory obsolescence

Where necessary, allowance for inventory obsolescence would be set up for estimated losses which may result from obsolete inventories held. the Group estimates the level of allowance based on the prevailing market conditions and historical provisioning experience. the required level of allowance could change significantly as a result of changes in market conditions.

Impairment of goodwill

note 4 contains information about the assumptions and their risk factors relating to goodwill impairment.

31 NEw ACCOUNTING STANDARDS AND INTERPRETATIONS NOT yET ADOPTED

the Group has not applied the following accounting standards (including its consequential amendments) and interpretations that have been issued as of the balance sheet date but are not yet effective:

• FRS23 Borrowing Costs• FRS108 Operating Segments• INTFRS111 FRS 102 Group and Treasury Share Transactions• INTFRS112 Service Concession Arrangements

FrS 23 will become effective for financial statements for the year ending 31 December 2009. FrS 23 removes the option to expense borrowing costs and requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. the Group’s current policy is consistent with the FrS 23 requirement to capitalise borrowing costs.

FrS 108 will become effective for financial statements for the year ending 31 December 2009. FrS 108, which replaces FrS 14 Segment Reporting, requires identification and reporting of operating segments based on internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segment and to assess its performance. Currently, the Group presents segment information in respect of its business and geographical segments (see note 23). under FrS 108, the Group will present segment information in respect of its operating segments.

other than the change in disclosures relating to FrS 108, the initial application of these standards (and its consequential amendments) and interpretations is not expected to have any material impact on the Group’s financial statements. the Group has not considered the impact of accounting standards issued after the balance sheet date.


Statistics of ShareholdingsAs At 25 March 2008

Issued and Fully-paid Capital : S$ 194,351,049 Class of Shares : ordinary Shares Voting rights : one vote per share

Distribution of Shareholdings

No. of

Size of Shareholdings Shareholders % No. of Shares %

1 - 999 46 2.64 14,803 0.001,000 - 10,000 759 43.47 4,909,745 0.7610,001 - 1,000,000 898 51.43 67,266,595 10.361,000,001 and above 43 2.46 577,176,687 88.88total 1,746 100.00 649,367,830 100.00

twenty largest Shareholders

Name No. of Shares %

1 united overseas Bank nominees pte ltd 99,971,675 15.402 Seow Bao Shuen 86,734,077 13.363 DBS nominees pte ltd 63,776,673 9.824 Citibank nominees Singapore pte ltd 47,766,666 7.365 ng ah Hua 40,161,484 6.186 Merrill lynch (Singapore) pte ltd 26,766,666 4.127 oversea-Chinese Bank nominees pte ltd 25,000,000 3.858 uoB Kay Hian pte ltd 22,944,997 3.539 Chen Ho-Ching 22,852,333 3.5210 Hong leong Finance nominees pte ltd 21,747,000 3.3511 HSBC (Singapore) nominees pte ltd 20,855,666 3.2112 low Chin Kwee 10,084,000 1.5513 phillip Securities pte ltd 9,819,998 1.5114 Kim eng Securities pte. ltd. 9,071,666 1.4015 CIMB-GK Securities pte. ltd. 7,585,717 1.1716 Venkatesha Murthy 6,608,057 1.0217 ong Chee Kang 6,412,959 0.9918 Mohamed Gani Mohamed ansari 5,460,057 0.8419 lim Swee Yeow @ Quak Beng Wee 2,857,000 0.4420 oCBC Securities private ltd 2,584,666 0.40

total 539,061,357 83.02


Statistics of ShareholdingsAs At 25 March 2008

Substantial Shareholders as at 25 Mar 2008

Name

No. of sharesregistered inthe name of

the substantialshareholders

No. of sharesheld by the substantial

shareholdersin the name of

nominees

No. of sharesin which

substantialshareholders are

deemed to beinterested

TotalNo. ofshares

%of issued

shares

ng ah Hua 40,161,484 166,125,332 (1) - 206,286,816 31.76

Seow Bao Shuen 86,734,077 41,000,000 (2) - 127,734,077 19.67

Chen Ho-Ching 22,852,333 15,303,333 (3) - 38,155,666 5.88

(1) this represents Mr ng ah Hua’s direct interests of:- a. 71,546,666 shares held in the name of united overseas Bank nominees pte ltd; b. 26,666,666 shares held in the name of Merrill lynch (Singapore) pte ltd; c. 20,000,000 shares held in the name of Hong leong Finance nominees pte ltd; d. 16,000,000 shares held in the name of oversea-Chinese Bank nominees pte ltd; e. 1,912,000 shares held in the name of uoB Kay Hian pte ltd; and f. 30,000,000 shares held in the name of Citibank nominees Singapore pte ltd.

(2) this represents Ms Seow Bao Shuen’s direct interests of:- a. 12,000,000 shares held in the name of Citibank nominees Singapore pte ltd; b. 9,000,000 shares held in the name of oCBC nominees pte ltd; and c. 20,000,000 shares held in the name of DBS nominees pte ltd.

(3) this represents Mr Chen Ho-Ching’s direct interests of:- a. 5,303,333 shares held in the name of uoB Kay Hian ptd ltd; and b. 10,000,000 shares held in the name of DBS nominees pte ltd.

puBlIC SHareHolDInGS

Based on the register of Substantial Shareholders, the percentage of shareholding of the Company held in the hands of the public is more than 10% and this complies with rule 723 of the SGX-St listing Manual.


notICe IS HereBY GIVen that the tenth annual General Meeting of enviro-Hub Holdings ltd (the “Company”) will be held at 20 Gul Way, Singapore 629196 on tuesday, 29 april 2008 at 9.30 a.m. to transact the following business:-

AS ORDINARy BUSINESS

1. to receive and consider the audited Financial Statements for the financial year ended 31 December 2007 and the reports of the Directors and auditors thereon. (Resolution 1)

2. to approve Directors’ fees of S$216,000 for the financial year ending 31 December 2008, payable quarterly in arrears. (Resolution 2)

3(a). to re-elect Mr tan Kok Hiang who retires in accordance with article 104 of the Company’s articles of association. (Resolution 3)

Mr Tan Kok Hiang will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and will be considered

independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

3(b). to note the retirement of Mr Chin teck Chuan as Director of the Company who retires in accordance with article 104 of the Company’s articles of association and will not be seeking re-election at the annual General Meeting

Upon Mr Chin Teck Chuan’s retirement at the conclusion of this Annual General Meeting, he will accordingly relinquish his position as a member

of the Audit Committee and Remuneration Committee.

4. to re-appoint Messrs KpMG as auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 4)

5. to transact any other ordinary business that may properly be transacted at an annual General Meeting.

AS SPECIAL BuSINESS

to consider and if thought fit, pass the following ordinary resolutions, with or without modifications:-

6. Authority to allot and issue shares

(a) “that, pursuant to Section 161 of the Companies act, Chapter 50 and the listing rules of the Singapore exchange Securities trading limited (“SGX-St”), authority be and is hereby given to the Directors to:-

(i) 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 Instruments made or granted by the Directors while this resolution was in force,

notice of annual General Meeting


provided that:

(i) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued pursuance of Instruments made or granted pursuant to this resolution) does not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued pursuance of Instruments made or granted pursuant to this resolution) does not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) of the Company (as calculated in accordance with sub-paragraph (ii) below);

(ii) (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 (i) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) of the Company at the time this resolution is passed, after adjusting for:-

a) new shares arising from the conversion or exercise of convertible securities,

b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed, provided the options or awards were granted in compliance with the provisions of the listing Manual of the SGX-St; and

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

(iii) in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the listing Manual of the SGX-St 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

(iv) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force (i) until the conclusion of the next annual General Meeting or the date by which the next annual General Meeting of the Company is required by law to be held, whichever is the earlier; or (ii) in the case of shares to the issued in pursuance of the Instruments, made or granted pursuant to this resolution, until the issuance of such shares in accordance with the terms of the Instruments ” (Resolution 5)

7. Interested Person Transaction Mandate

“that:

(a) approval be and is hereby given for the purpose of Chapter 9 of the listing Manual of the Singapore exchange Securities trading limited, for the grant of corporate guarantees by the Company to banks and financial institutions for banking and financing facilities to be granted to the Company’s subsidiaries provided that such transactions are carried out in normal commercial terms and not prejudicial to the interests of the Company and its minority shareholders (the “Shareholders Mandate”);

(b) the Shareholders Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the next annual general meeting of the Company; and



(c) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Shareholders Mandate and/or this resolution.” (Resolution 6)

By order of the Board

Joanna lim lan SimCompany Secretary14 april 2008

Statement pursuant to Article 64 of the Company’s Articles of Association

the effect of the resolutions under the heading “Special Business” in the notice of the annual General Meeting are:-

1. the Ordinary Resolution 5 is to allow the Directors of the Company from the date of that meeting until the next annual General Meeting to issue further shares in the Company. the maximum number of shares which the Directors may issue under this resolution shall not exceed the quantum set out in the resolution.

2. the Ordinary Resolution 6, if passed, will authorise the Interested person transactions as described in the Circular dated 31 March 2006 and recurring in the year and will empower the Directors to do all acts necessary to give effect to the Shareholders’ Mandate. this authority will, unless previously revoked or varied by the Company at a general meeting, expire at the conclusion of the next annual General Meeting of the Company. please refer to the letter to Shareholders on Shareholders Mandate for details.

notes:

1) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.

2) a proxy need not be a member of the Company.

3) If the appointer is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.

4) the instrument appointing a proxy must be deposited at the registered office of the Company at 20 Gul Way, Singapore 629196 not later than 48 hours before the time appointed for the Meeting.



Directors Registered Office

raymond ng ah Hua (executive Director) 20 Gul Way Chin teck Chuan (non-executive Director) Singapore 629196Seow Bao Shuen (non-executive Director)Samuel poon Hon thang (Independent Director)tan Kok Hiang (Independent Director)tan Gim Soo (Independent Director)

To: The Shareholders of Enviro-hub holdings ltd

Dear Shareholder

ThE PROPOSED RENEwAl Of ThE IPT MANDATE fOR INTERESTED PERSON TRANSACTIONS

1. INTRODUCTION

the Directors propose to renew the Ipt Mandate (as defined in the Schedule) that will permit the Group to enter into certain transactions disclosed in this letter.

the purpose of this letter is to provide the shareholders of the Company (the “Shareholders”) with the relevant information relating to the renewal of the Ipt Mandate. the approval of Shareholders for the renewal of the Ipt Mandate will be sought at the aGM of the Company to be held at 20 Gul Way, Singapore 629196 on 29 april 2008 (the “2008 AGM”).

2. BACkGROUND

listing Manual Requirements

Chapter 9 of the listing manual of the SGX-St (“Listing Manual”) applies to transactions which an entity at risk (defined below) proposes to enter into with an interested person (defined below) of the listed company.

under Chapter 9 of the listing Manual:

(i) an “entity at risk” means:

1) the listed company;

2) a subsidiary of the listed company that is not listed on the SGX-St or an approved exchange; or

3) an associated Company of the listed company that is not listed on the SGX-St or an approved exchange, provided that the listed company and/or its Subsidiaries (the “listed group”), or the listed group and its interested person(s), has control over the associated Company;

(ii) an “interested person” means a director, chief executive officer or controlling shareholder of the listed company or an associate of such director, chief executive officer or controlling shareholder;

enVIro-HuB HolDInGS ltD(Incorporated in the Republic of Singapore)

Company Reg. No. 199802709E


(iii) an “associate” in relation to an interested person who is a director, chief executive officer or controlling shareholder includes an immediate family member (that is, the spouse, child, adopted-child, step-child, sibling or parent) of such director, chief executive officer or controlling shareholder, the trustees of any trust of which the director/his immediate family, the chief executive officer/his immediate family or controlling shareholder/his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object, and any company in which the director/his immediate family, the chief executive officer/his immediate family or controlling shareholder/his immediate family has or have an aggregate interest (directly or indirectly) of 30% or more, and, where a controlling shareholder is a corporation, its subsidiary or holding company or fellow subsidiary or a company in which it and/or they have (directly or indirectly) an interest of 30% or more;

(iv) an “approved exchange” means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the listing Manual; and

(v) an “interested person transaction” means a transaction between an entity at risk and an interested person.

Save for the transactions which are excluded under Chapter 9 of the listing Manual, the listed company is required to make an immediate announcement, and/or seek shareholders approval for an interested person transaction if the value of that transaction alone or on aggregation with other transactions conducted with the same interested person during the financial year reaches, or exceeds, certain materiality thresholds. In particular, an immediate announcement is required where:

(a) the value of a proposed transaction is equal to or exceeds 3% of the group’s latest audited consolidated nta; or

(b) the aggregate value of all transactions entered into with the same interested person during the same financial year, is equal to or more than 3% of the group’s latest audited consolidated nta. an announcement will have to be made immediately of the latest transaction and all future transactions entered into with that same interested person during the financial year.

Shareholder approval is required where:

(a) the value of the proposed transaction is equal to or exceeds 5% of the group’s latest audited nta; or

(b) the aggregate value of all transactions entered into with the same interested person during the same financial year is equal to or exceeds 5% of the group’s latest audited nta. However, a transaction which has been approved by shareholders, or is the subject of aggregation with another transaction that has been approved by shareholders, need not be included in any subsequent aggregation.

the above does not apply to any transaction below S$100,000.

For illustration purposes, 5% of the latest audited nta of the Group would be approximately S$ 4.7 million. this is computed based on the latest audited nta of the Group for the financial year ended 31 December 2007 of approximately S$ 93.6 million.

rule 920 of Chapter 9 allows for a listed company to seek a general mandate, the Ipt Mandate, from its shareholders for recurrent transactions of a revenue or trading nature, or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials (but not in respect of the purchase or sale of assets, undertakings or businesses) that may be carried out with the listed company’s Interested persons. Such a general mandate must be disclosed in the annual report and is subject to annual renewal provided that the audit Committee confirms that the methods or procedures for determining the prices for the Ipts have not been changed since last shareholder approval and are sufficient to ensure that the Ipts will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders.


Existing IPT Mandate

the Ipt Mandate obtained pursuant to Chapter 9 of the listing Manual was last renewed at the Company’s aGM held on 27 april 2007, such renewal being in effect until the date of the forthcoming annual General Meeting, the 2008 aGM. the Ipt Mandate enables the Company, its Subsidiaries and associated Companies which are considered to be “entities at risk” within the meaning of rule 904 of the listing Manual, in their ordinary course of businesses, to enter into categories of transactions with specified classes of the Company’s interested persons, provided that such transactions are entered into on an arm’s length basis and on normal commercial terms.

Proposed Renewal of the IPT Mandate

the Ipt Mandate was expressed to take effect until the date of the forthcoming annual General Meeting, the 2008 aGM. accordingly, the directors of the Company as at the date of this letter (the “Directors”) propose that the Ipt Mandate be renewed at the 2008 aGM, to take effect until the conclusion of the next following aGM of the Company. the particulars of the interested person transactions in respect of which the Ipt Mandate is sought to be renewed are disclosed below.

Details of the IPT Mandate

Details of the Ipt Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transactions prices with interested persons and other general information relating to Chapter 9 of the listing Manual, are set out below.

3. PROPOSED RENEwAl Of ThE IPT MANDATE fOR INTERESTED PERSON TRANSACTIONS

3.1 Information on the Group

Enviro-hub holdings ltd.

The E-hub companies(companies involved in the recovery and recycling of e-waste)

The non E-hub companies (companies not involved in the

recovery and recycling of e-waste)

65%

hlS Electronics

limited

•UsedICtrays•Electronicscraps

100.0%

e-hub Metals

Pte. ltd.

•Ferrousandnon- ferrous metals

100%

Cimelia Resource

Recovery Pte ltd

•Platinumgroup of metals

100%

Enviro-Power

Pte. ltd.

•PlastictoFuel refinery

leong Hin piling(pte.) limited

100.0% 100.0%

leong Hinenterprise pte ltd

100.0% 100.0%

leong Hin (newton) pte. ltd.

100.0%

leong Hin Cranespte ltd

leong Hin Geotechnic

pte ltd


3.2 Categories of Interested Persons

Currently there is no Interested person within the meaning of Chapter 9 of the listing Manual by virtue.

3.3 Nature and Scope of Interested Person Transactions

It is anticipated that enviro-Hub may be required to provide corporate guarantees in future to secure banking and financing facilities for its Subsidiaries, which is deemed an interested person within the meaning of Chapter 9 of the listing Manual. the Ipt Mandate does not cover any Interested person transaction which has a value below S$100,000 as the threshold and aggregation requirements of Chapter 9 of the listing Manual do not apply to such transactions. In addition, the Ipt Mandate will not cover the granting of corporate guarantees to support facilities of Interested persons where such facilities are not used for the Group’s ordinary course of business.

transactions with other interested persons (i.e., other than Subsidiaries of enviro-Hub) which do not fall within the ambit of the Ipt Mandate will be subject to the relevant provisions of Chapter 9 and/or other applicable provisions of the listing Manual.

3.4 Rationale for and Benefits of the IPT Mandate

the Directors are of the view that it will be beneficial for the Company to be able to grant corporate guarantees to support facilities to be obtained by its Subsidiaries if the granting of such corporate guarantees will enable the Subsidiaries to secure banking and financing facilities on more favourable terms. Due to the time-sensitive nature of obtaining banking and financing facilities, the Company is proposing to seek Shareholders’ approval to grant corporate guarantees to support banking and financing facilities obtained by its Subsidiaries provided that such transactions are entered into on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

the Ipt Mandate and the renewal of the Ipt Mandate on an annual basis is intended to enhance the Group’s ability to pursue business opportunities which are time-sensitive in nature, and will eliminate the need for the Company to announce, or to announce and convene separate general meetings on each occasion to seek Shareholders’ prior approval for the granting of corporate guarantees to support facilities obtained by its Subsidiaries. this will substantially reduce the expenses associated with the convening of such general meetings from time to time, improve administrative efficiency, and allow resources and time to be focused on other corporate and business opportunities.

3.5 Review Procedures for Interested Person Transactions under the IPT Mandate

(a) to ensure that grant of corporate guarantees by enviro-Hub are on normal commercial terms and not prejudicial to the interests of the Company and its minority Shareholders, the audit Committee will review and approve the terms of all corporate guarantees.

(b) the audit Committee will review and approve the terms of all corporate guarantees, taking into consideration (but not limited to) the following factors:

(i) whether the corporate guarantee given by the Company to support banking and financing facilities to be obtained by its Subsidiaries is in approximate proportion to the shareholdings of the Company of the Subsidiaries;

(ii) whether the granting of the corporate guarantee is required before banking and financing facilities can be secured and/or whether the terms of the banking and financing facilities are made more favourable with the corporate guarantee; and

(iii) whether the interests of the Company and its minority Shareholders are prejudiced through the granting of the corporate guarantee to banks and financial institutions for banking and financing facilities to be granted to the Subsidiary.


(c) the Group shall maintain a register to record all Interested person transactions entered into pursuant to the Ipt Mandate, with details on the nature of the transaction and the amount and basis thereto.

(d) the audit Committee currently comprises Mr tan Kok Hiang (Chairman), Mr tan Gim Soo , Mr Chin teck Chuan and Mr. Samuel poon Hon thang. In the event that a member of the audit Committee is interested in a transaction, he shall abstain from participating in the review and approval process in relation to that particular transaction. the audit Committee shall:

(i) examine the transaction and its supporting documents or such other data deemed necessary by them;

(ii) when it deems fit, have the right to require the appointment of independent sources, advisers and/or valuers to provide additional information pertaining to the transaction under review; and

(iii) be provided with the register of Interested person transactions and such other relevant information which it may reasonably require, and it shall review the information on a quarterly basis and consider if the existing review procedures under the Ipt Mandate have become inappropriate and/or commercially impracticable to ensure that the granting of corporate guarantee will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

a new general mandate from Shareholders shall be sought if the periodic reviews by the audit Committee indicate that the existing guidelines and review procedures under the Ipt Mandate are no longer adequate and/or commercially practicable to ensure that the Interested person transactions will be conducted on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

the Ipt Mandate will not cover an interested person transaction which has a value below $100,000 as the threshold and aggregation requirements contained in Chapter 9 of the listing Manual would, in any event, not apply to such transactions. transactions which do not fall within the ambit of the Ipt Mandate will be subject to the relevant provisions of Chapter 9 of the listing Manual. In addition, the Ipt Mandate will not cover the granting of corporate guarantees to support facilities of Interested persons where such facilities are not used for the Group’s ordinary course of business.

If approved at the 2008 aGM, the Ipt Mandate will take effect from the date of the passing of the resolution pertaining to the Ipt Mandate to be proposed at the 2008 aGM and will continue to be in force until the next aGM of the Company. the Company will seek the approval of Shareholders for the renewal of the Ipt Mandate annually. the renewal of the Ipt Mandate shall be subject to satisfactory review by the audit Committee and advisers of the continued requirements of the Ipt Mandate and the procedures for the transactions.

pursuant to rules 907 and 920(1) of the listing Manual, the Company is required to:

(a) disclose in the Company’s annual report of the aggregate value of transactions conducted pursuant to the Ipt Mandate during the current financial year, as well as in the annual reports for the subsequent financial years during which the Ipt Mandate is in force; and

(b) announce the aggregate value of transactions conducted pursuant to the Ipt Mandate during each of the first three quarters and the financial year ending 31 December, not later than 45 days after the relevant financial period.


the name of the interested persons and the corresponding aggregate value of the Ipt Mandate will be presented in the following format:

Name of interested person Aggregate value of all Interested Person Transactions during the financial year under the review (excluding transactions less than $100,000 and transactions conducted under the IPT Mandate

Aggregate value of all Interested Person Transactions, conducted under the IPT Mandate (excluding transactions less than $100,000)

the audit Committee believes that the above guidelines and procedures are sufficient to ensure that the Interested person transactions will be on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

4. DIRECTORS’ AND SUBSTANTIAl ShAREhOlDERS’ INTERESTS

as at the date of this letter, the interests of Directors and Substantial Shareholders in Shares in the capital of the Company are as follows:

Number of SharesDirect

Interest %DeemedInterest %

DirectorRaymond Ng Ah Hua 206,286,816 31.76 - -Seow Bao Shuen 127,734,077 19.67 - -Tan Kok Hiang 1,666,666 0.26 - -Chin Teck Chuan 1,000,000 0.15 - -Tan Gim Soo - - - -Samuel Poon Hon Thang 280,000 0.04 - -

holders of 5% or moreChen Ho-Ching 38,155,666 5.88 - -

Save as disclosed above, the Substantial Shareholders and the Directors do not have any interest, whether direct or indirect, in the Ipt Mandate.

5. AUDIT COMMITTEE’S STATEMENT

the audit Committee has reviewed the terms of the proposed Ipt Mandate and is satisfied that the review procedures as set out above have not been changed since the Ipt Mandate was obtained on 18 april 2006. the audit Committee is also of the view that the review procedures for the Ipt as well as the reviews to be made periodically by the audit Committee in relation thereto, are adequate to ensure that the Ipt will be transacted on arm’s length basis and on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

If during the periodic reviews by the audit Committee, it is of the view that the established guidelines and procedures are no longer appropriate or adequate to ensure that the Ipt will be transacted on arm’s length basis and on normal commercial terms and would not be prejudicial to the interests of the Company and its minority shareholders, the Company will seek a fresh mandate from Shareholders based on new guidelines and procedures.


6. DIRECTORS’ RECOMMENDATION

Having fully considered the rationale set out in paragraph 3.4 of this letter for the proposed mandate, the Directors believe that the Ipt Mandate is in the interest of the Company and recommend that you vote in favour of the ordinary resolution as set out in the notice of aGM.

the Independent Directors of the Company are of the opinion that the Ipt Mandate is transacted on arm’s length basis and on normal commercial terms and would not be prejudicial to the interests of the Company and its minority Shareholders. accordingly, they recommend that Shareholders vote in favour of the ordinary resolution relating to the Ipt Mandate as set out in the notice of aGM.

as different Shareholders would have different investment objectives, it is recommended that any individual Shareholder who may require specific advice in relation to his Shares should consult his stockbroker, bank manager, solicitor, accountant or other professional advisers.

7. ANNUAl GENERAl MEETING

the 2008 aGM, notice of which is set out in the annual report 2007 of the Company, will be held at 20 Gul Way, Singapore 629196 on 29 april 2008 at 9.30 a.m. for the purpose of considering and, if thought fit, passing with or without any modifications, the ordinary resolution relating to the renewal of the Ipt Mandate at the 2008 aGM as set out in the notice of aGM.

8. ACTION TO BE TAkEN By ShAREhOlDERS

If a Shareholder is unable to attend the 2008 aGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the proxy Form attached to the notice of aGM, in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive at the register office of the Company not less than 48 hours before the time fixed for holding the 2008 aGM.

Completion and return of the proxy Form by a Shareholder will not prevent him from attending and voting at the 2008 aGM if he so wishes.

9. DIRECTORS’ RESPONSIBIlITy STATEMENT

the Directors collectively and individually accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief this letter constitutes full and true disclosure of all material facts about the Ipt Mandate and that there are no other material facts the omission of which would make any statement in this letter misleading

10. SGx-ST DISClAIMER

the SGX-St assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this letter.

Dated this 25 March 2008

Yours faithfully For and on behalf of the Board of Directors of enviro-Hub Holdings ltd

raymond ng ah Hua executive Chairman

THE GREEN COMBINATION

For the purposes of this letter,

“aGM” : the annual general meeting of the Company

“associated Company” :

means a company in which at least 20% but not more than 50% of its shares are held by the listed company or the group

“audit Committee” : the audit committee of the Company

“Company” or ”enviro-Hub” : enviro-Hub Holdings ltd

“controlling shareholder”

:

a person who:holds directly or indirectly 15% or more of the nominal amount of all a. voting shares in the company; or

b. in fact exercises control over a company

“Group” : the Company and its Subsidiaries

“Ipt” or “Interested person transactions”

: transactions proposed to be entered into between the Group and its interested persons as defined under Chapter 9 of the SGX-St listing Manual

“Ipt Mandate” the general mandate to be obtained from Shareholders at the general meetings pursuant to Chapter 9 of the SGX-St listing Manual that will permit the Group to enter into certain transactions specifically disclosed in this letter

“nta” : net tangible assets

“SGX-St” : Singapore exchange Securities trading limited

“Subsidiaries”:

the subsidiaries of a company (as defined in Section 5 of the act) including those which are deemed interested persons, as the case may be, and “Subsidiary” shall be construed accordingly

“Substantial Shareholder” : a person who has an interest in the Shares the nominal amount of which is not less than five per cent. (5%) of the nominal amount of all the voting Shares of the Company

“S$” : Singapore dollars

“%” or “per cent” : per centum or percentage

Schedule82

ENvIRO-hUB hOlDINGS lTD.(Company registration no. 199802709e)(Incorporated in the republic of Singapore)

proXY ForM

*I / We,

ofbeing *a member/members of enviro-Hub Holdings ltd. (the “Company”), hereby appoint:

Name Address NRIC/ Passport No.

Proportion of Shareholding(s) (%)

and/or (delete as appropriate)

as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the tenth annual General Meeting (“aGM”) of the Company to be held at 20 Gul Way, Singapore 629196 on tuesday, 29 april 2008 at 9.30 a.m. and at any adjournment thereof. the *proxy is/proxies are to vote for or against the resolutions to be proposed at the aGM as indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/their discretion, as *he/they will on any other matter arising at the Meeting:-

Ordinary Resolutions for Against

1. to receive and consider the audited Financial Statements of the Company for the financial year ended 31 December 2007 and the reports of the Directors and auditors thereon. (Resolution 1)

2. to approve Directors’ fees of S$216,000 for the financial year ending 31 December 2008, payable quarterly in arrears (Resolution 2)

3. to re-elect Mr tan Kok Hiang (retiring under article 104) (Resolution 3)

4. to re-appoint Messrs KpMG as auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 4)

5. to authorise the Directors to allot and issue shares pursuant to Section 161 of the Companies act, Chapter 50. (Resolution 5)

6. to approve the renewal of the Shareholders Mandate for Interested person transactions (Resolution 6)

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 ________________________ 2008 Total Number of Shares held

_____________________________________Signature(s) of Member(s) / Common Seal

* Delete where applicable

IMPORTANT

1. For investors who have used their CpF monies to buy enviro-Hub Holdings ltd.’s

shares, this annual report 2007 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 purposes if used or purported to be used by them.

3. CpF Investors who wish to vote should contact their CpF approved nominees.

notes:-

1. a member of the Company entitled to attend and vote at the annual General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. Such proxy need not be a member of the Company.

2. Where a member of the Company appoints two proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each such proxy.

3. the instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or duly authorised officer.

4. a corporation which is a member of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the annual General Meeting, in accordance with its articles of association and Section 179 of the Companies act, Chapter 50 of Singapore.

5. the instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it is signed, or notarially certified copy thereof, must be deposited at the registered office of the Company at 20 Gul Way, Singapore 629196 not later than 48 hours before the time set for the annual General Meeting.

6. a member should insert the total number of shares held. If the member has shares entered against his name in the Depository register (as defined in Section 130a of the Companies act, Chapter 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository register and shares registered in his name in the register of Members of the Company, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by the member of the Company.

7. 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 members of the Company whose shares are entered against their names in the Depository register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository register 48 hours before the time appointed for holding the annual General Meeting as certified by the Central Depository (pte) limited to the Company.

8. a Depositor shall not be regarded as a member of the Company entitled to attend the annual General Meeting and to speak and vote thereat unless his name appears on the Depository register 48 hours before the time set for the annual General Meeting.

AffixPostage Stamphere

the Company Secretary

ENvIRO-hUB hOlDINGS lTD.

20 Gul WaySingapore 629196

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Corporate Information

Board of Directors

raymond ng ah HuaExecutive Chairman

Chin teck ChuanNon-Executive Director

Seow Bao ShuenNon-Executive Director

Samuel poon Hon thangIndependent Director

tan Gim SooIndependent Director

tan Kok HiangIndependent Director

Nominating Committee

tan Gim Soo Chairman

tan Kok Hiangraymond ng ah Hua

Remuneration Committee

tan Kok Hiang Chairman

Chin teck Chuantan Gim Soo

Audit Committee

tan Kok Hiang Chairman

Chin teck ChuanSamuel poon Hon thangtan Gim Soo

Company SecretariesJoanna lim lan Simlim aik Kun

Registered Office

20 Gul Way, Singapore 629196tel: 6863 2100Fax: 6861 2100email: [email protected]: http://www.enviro-hub.com

Registrar & Transfer Office

Boardroom Corporate & advisory Services pte ltd3 Church Street#08-01 Samsung HubSingapore 049483

Auditors

KpMGCertified public accountantsSingapore16 raffles Quay #22-00Hong leong BuildingSingapore 048581partner-in-Charge: ling Su Min(Appointed since financial year ended31 December 2007)

Principal Bankers

united overseas Bank ltdBangkok Bank public Company limitedaBn aMro Bank n.V.

Investor Relations Contact

1. enviro-Hub Holdings ltdVictor ChewGroup General Manager

2. Financial pr pte ltd4 robinson road#04-01 the House of eden Singapore 048543tel : 6438 2990Fax : 6438 0064Mark leeKamal Samuel

annual report 2007

ReducePlastic to Fuel &Energy

Reprocess

Recycle

Reuse Recover

RefinePlatinum

Group Metals

Ferrous & Non-ferrous Metals

T H E G R E E N C O M B I N AT I O N

A N N U A L R E P O R T 2 0 0 7

[Company Registration No: 199802709E]20 Gul Way, Singapore 629196

Tel: 6863 2100Fax: 6861 2100

Email: [email protected] D

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