PROSPECTUS DATED 10 JANUARY 2008 (Registered by the Monetary Authority of Singapore on 10 January 2008)

This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser. We have made an application to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Afor Limited (the Company) already issued and the new shares which are the subject of this Invitation (the New Shares). Such permission to deal in, and for quotation of, all the Shares and New Shares will be granted under the existing rules applicable to the SGX-ST Dealing and Automated Quotation System (the SGX-SESDAQ) when we have been admitted to the Official List of Catalist. The dealing and quotation of the Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all the existing issued Shares and the New Shares. If the completion of the Invitation does not occur because the SGX-STs permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claims against us or the Joint Lead Managers, the Underwriter or the Placement Agent (as defined in this Prospectus). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus. Admission to the Official List of Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares and the New Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority) on 17 December 2007 and 10 January 2008, respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Shares and the New Shares, as the case may be, being offered or in respect of which an invitation is made for investment. We have not lodged or registered this Prospectus in any other jurisdiction. We would like to draw the attention of all potential investors to the fact that our Companys revenue is highly dependent on Apple Inc. and Apple brand products. In particular, approximately 76.2% of our revenue for FY2007 is derived from the sale of Apple brand products and the on-going success of our Company is dependent on our ability to continue as a premium reseller or authorised reseller of Apple brand products. In the event that we are unable to continue to sell Apple brand products, we would lose our main revenue contribution, and our profitability, business and financial performance will be adversely affected and we will not be able to maintain our current financial performance. Investing in our Shares involves risks which are described in the section entitled RISK FACTORS of this Prospectus. No Shares will be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. As part of the transitional arrangement announced by the SGX-ST on 26 November 2007, our Company has been approved to be listed on Catalist. Our Company has submitted its listing application under the listing rules of the SGXSESDAQ and the SGX-ST has reviewed the application based on the SGX-SESDAQ framework and listing rules. The offer will be accompanied by a prospectus registered by the Authority. The SGX-ST will publish a date from which the Company and all former SGX-SESDAQ listed companies are required to comply with the listing rules of Catalist (please refer to the section entitled Replacement of SGX-SESDAQ by Catalist and Appendix IV of this Prospectus for more information).

Top Apple Point-of-Sale (Retail Store) in Asia 2007

Afor Limited
(Incorporated in the Republic of Singapore on 9 April 2002) (Company Registration No.: 200202930G)

Invitation in respect of 23,500,000 ordinary shares comprising:(a) 1,000,000 Offer Shares at $0.33 for each Offer Share by way of public offer; and (b) 22,500,000 Placement Shares by way of placement, comprising:(i) 21,800,000 Placement Shares at $0.33 for each Placement Share; and (ii) 700,000 Reserved Shares at $0.33 for each Reserved Share reserved for Independent Directors, management, employees and those who have contributed to the success of our Group, payable in full on application.
Joint Lead Managers

DMG & Partners

SECURITIES

DMG & Partners Securities Pte. Ltd.

PrimePartners Corporate Finance Pte. Ltd.

Underwriter and Placement Agent

DMG & Partners

SECURITIES

DMG & Partners Securities Pte. Ltd.

Applications should be received by 12.00 noon on 16 January 2008 or such other time and date as our Company may, in consultation with the Joint Lead Managers, decide, subject to any limitation under all applicable laws.

Corporate Prole

AFor Limited is a one-stop premium retailer specialising in the sale of Apple brand products and its complementary products. To the best of our knowledge, we are the first Apple Premium Reseller in Asia and our EpiCentre retail outlets offer a one-stop interactive retail experience. At our EpiCentre stores, customers are encouraged to test, touch and feel the showcased products and we provide first hand product knowledge via our suite of seminars, personalised coaching and comprehensive after-sales services. EpiCentre@Orchard is located in Wheelock Place and EpiCentre@Suntec is located in Suntec City Mall. In September 2007, we opened EpiCentre@ Pavilion at Pavilion Kuala Lumpur. ACHIEVEMENTS We have been recognised by Apple for our growth rate and the quality of our service. In this regard, we received the following awards for our successful retailing efforts: Best Apple Centre in Singapore in 2003 Best Apple Point-of-Sale (Retail Store) in Asia 2006 Best Apple Service Provider in ASEAN 2006 Top Apple Point-of-Sale (Retail Store) in Asia 2007

Product Range

Our products may be categorised into the following groups:(a) (b) Apple Brand Products Third-Party and Proprietary Brand Complementary Products and Other Products We select our range of complementary products based on expected consumer demand, product quality, functionality, appearance, finishing, packaging and pricing. i. Third-Party Brand Complementary Products We source for complementary products of other brands to meet the varied needs of our customers. ii. Proprietary Brand Complementary Products We started to market and retail a range of complementary products under our own proprietary brand, iWorld, in December 2004 as part of our strategy to capitalise on our strengths in the complementary products business. iii. Other products We carry other products which appeal to our gadget savvy customers, some of these include the Xbox and gaming software.

Competitive Strengths

Strong public image and customer confidence To the best of our knowledge, we are the first Apple Premium Reseller in Asia and are known for our excellent customer service and commitment to providing the best shopping experience. Despite our short presence in the industry, we built an established track record and carved a strong brand name. Building on customer goodwill, we have approximately 60,000 loyalty customers and about 400 customers make purchases at our two EpiCentre stores in Singapore on each business day. One-stop service We are a one-stop concept store that caters to our customers every need, from the primary product to a wide range of complementary products. In addition, we also offer further value-added and after-sales services such as: Complimentary seminars on how to operate iPods and Macs and training and workshop programmes on specialised topics; An iConcierge service which provides consultancy services at our EpiCentres and necessary assistance to customers; An after-sales support hotline manned by the iConcierge for seven days a week during the operational hours of our EpiCentres; and Trade-in services for iPods and Macs.

Premium Reseller

Customer service-oriented approach We place our customers needs first, which is why our sales team is encouraged to spend as much time as required with customers and allow them to take as much time as needed to examine products of interest to them. The layout of our Epicentres are also designed to provide customers with an interactive retail experience, allowing our customers to view and test our full range of products prior to purchase. Economies of scale We enjoy economies of scale due to the size of our operations. This allows us to negotiate for more favourable pricing terms with third-party brand complementary product principals / distributors who can offer us lower prices for bulk purchases. Lower costs due to economies of scale allow us to have more flexibility in the pricing of third-party brand complementary products. Good relationships with our principals/distributors We have developed good working relationships with our principals as seen by the numerous awards we have received from Apple. With respect to third-party brand complementary products, we have maintained long-term relationships with the respective principals / distributors and have not been terminated by any of them.

Revenue S$m

Prot After Tax S$m

R 39 CAG

.8%

51.0m 23.8%

37.8m 24.4% 26.1m 14.9% 85.1% 75.6%

Apple brand products (S$mil) Third-party & Propriety brand complimentary products & other products (S$mil) TOTAL 22.2 28.6 38.8

G CA
76.2%
FY05 FY06 FY07

7 R9

.2%

3.5m

2.0m

3.9

9.2

12.2

0.9m

26.1

37.8

51.0

FY05

FY06

FY07

FY05

FY06

FY07

Prospects

With the improving quality of life and growing consumer affluence in South East Asian countries like Singapore and Malaysia, we see an apparent shift in consumer demand, from functional merchandise to aesthetic merchandise. Electronic goods are becoming fashion statements for consumers with a myriad of designs, styles and colours available now. With our offering of digital lifestyle products at our EpiCentres, we are wellpositioned to cater to this trend. The economic growth in Singapore and Malaysia will continue to drive consumer spending in the retail sector. With growing affluence and improving lifestyle, digital goods are becoming part and parcel of an urbanites life and the demand for such goods is likely to increase. Affordable air travel and the promotion of tourism by Singapore and Malaysia, in particular, augur well for our business as our EpiCentres are strategically located in shopping districts which are likely to benefit from the increased tourist traffic. There is also a growing popularity for Apple brand products among consumers. This was contributed in part when Apple Inc. in 2005, started to produce Apple brand PCs and notebooks which use Intel processors that enable them to run both the Windows operating system and the Mac OS. Furthermore, with the impending launch of the iPhone in Asia in 2008, we believe that the sales of Apple brand products and their related accessories would continue to increase.

Future Plans

Expansion of business operations in Singapore and increase of our geographical presence in the Asian market We intend to extend our coverage of the Singapore market and increase our market share by increasing the number of our EpiCentres in other suitable locations in Singapore. As such, we are constantly looking for suitable locations to set up new retail outlets. We have been invited to set up a retail outlet in Marina Bay Sands, which is currently under construction and expected to commence operations in 2009. We are currently in discussion with the landlord on the terms and conditions of the lease. We are also actively looking for opportunities to expand our operations into Malaysia and have in September 2007 set up our flagship store, EpiCentre@ Pavilion, at Pavilion Kuala Lumpur in Malaysia. We also intend to penetrate new markets in other parts of Asia through various means. To expand our product range We intend to expand our product range by sourcing for new distributorships and principals and expanding the distribution rights from our existing principals. We are also looking to develop our range of proprietary brand products by starting an in-house industrial design team for our proprietary brand products. To expand our business through acquisitions, joint ventures or strategic alliances We intend to expand our business through acquisitions, joint ventures or form strategic alliances with companies which we believe are complementary to our business.

CONTENTS
CORPORATE INFORMATION ............................................................................................................ DEFINITIONS ...................................................................................................................................... GLOSSARY OF TECHNICAL TERMS ................................................................................................ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................... SELLING RESTRICTIONS .................................................................................................................. DETAILS OF THE INVITATION ............................................................................................................ INDICATIVE TIMETABLE FOR LISTING ............................................................................................ PLAN OF DISTRIBUTION .................................................................................................................. REPLACEMENT OF SGX-SESDAQ BY CATALIST .......................................................................... PROSPECTUS SUMMARY ................................................................................................................ THE INVITATION.................................................................................................................................. SUMMARY FINANCIAL DATA ............................................................................................................ EXCHANGE RATES ............................................................................................................................ RISK FACTORS .................................................................................................................................. 5 7 12 14 16 17 21 22 24 25 28 29 31 32 32 36 38 39 42 44 45 46 48 48 49 50 52 52

RISKS RELATING TO OUR BUSINESS ............................................................................................ RISKS RELATING TO THE RETAIL INDUSTRY ................................................................................ RISKS RELATING TO OPERATIONS IN MALAYSIA ........................................................................ RISKS RELATING TO OWNERSHIP OF OUR SHARES ..................................................................
INVITATION STATISTICS .................................................................................................................... USE OF PROCEEDS .......................................................................................................................... DIVIDEND POLICY .............................................................................................................................. SHARE CAPITAL ................................................................................................................................ SHAREHOLDERS ..............................................................................................................................

OWNERSHIP STRUCTURE .............................................................................................................. MORATORIUM ..................................................................................................................................

CAPITALISATION AND INDEBTEDNESS ..........................................................................................

RELEASE OF PERSONAL GUARANTEES ...................................................................................... CONTINGENT LIABILITIES ..............................................................................................................

DILUTION ............................................................................................................................................ RESTRUCTURING EXERCISE .......................................................................................................... GROUP STRUCTURE ........................................................................................................................ SELECTED GROUP FINANCIAL INFORMATION.............................................................................. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ....................................................................................................................................

53 54 55 56

58 58 60 64 65 66 67 67 68 68 69 73 73 74 74 74 75 75 76 77 77 78 79 80

OVERVIEW ........................................................................................................................................ RESULTS OF OPERATIONS ............................................................................................................ REVIEW OF FINANCIAL POSITION ................................................................................................ LIQUIDITY AND CAPITAL RESOURCES .......................................................................................... CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS .............................................. INFLATION ........................................................................................................................................ FOREIGN EXCHANGE EXPOSURE ................................................................................................
GENERAL INFORMATION ON OUR GROUP ....................................................................................

HISTORY ............................................................................................................................................ BUSINESS OVERVIEW .................................................................................................................... SEASONALITY .................................................................................................................................. QUALITY ASSURANCE .................................................................................................................... STAFF TRAINING .............................................................................................................................. MAJOR CUSTOMERS ...................................................................................................................... CREDIT MANAGEMENT .................................................................................................................. MAJOR SUPPLIERS .......................................................................................................................... INVENTORY MANAGEMENT ............................................................................................................ MARKETING AND PROMOTION ...................................................................................................... INSURANCE ...................................................................................................................................... INTELLECTUAL PROPERTY ............................................................................................................ GOVERNMENT REGULATIONS........................................................................................................ RESEARCH AND DEVELOPMENT .................................................................................................. COMPETITION ..................................................................................................................................

COMPETITIVE STRENGTHS ............................................................................................................ PROPERTIES AND FIXED ASSETS ................................................................................................ PROSPECTS...................................................................................................................................... TREND INFORMATION .................................................................................................................... BUSINESS STRATEGIES .................................................................................................................. FUTURE PLANS ................................................................................................................................
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS ..........

80 82 83 85 85 87 88 88 88 88 89 90 90 91 91 92 92 95 96 97 97 99 100 100 100 101 101 102 106

INTERESTED PERSON TRANSACTIONS........................................................................................ PAST INTERESTED PERSON TRANSACTIONS ............................................................................ PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS ........................................ REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS .................... ADDITIONAL PROCEDURES FOR ALL INTERESTED PERSON TRANSACTIONS ...................... POTENTIAL CONFLICTS OF INTERESTS ...................................................................................... INTERESTS OF EXPERTS................................................................................................................ INTERESTS OF UNDERWRITERS OR FINANCIAL ADVISERS......................................................
DIRECTORS, MANAGEMENT AND STAFF ......................................................................................

DIRECTORS ...................................................................................................................................... EXECUTIVE OFFICERS .................................................................................................................... MANAGEMENT REPORTING STRUCTURE .................................................................................... DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION ...................................................... SERVICE AGREEMENTS .................................................................................................................. EMPLOYEES ......................................................................................................................................
CORPORATE GOVERNANCE ............................................................................................................

NOMINATING COMMITTEE .............................................................................................................. REMUNERATION COMMITTEE ........................................................................................................ AUDIT COMMITTEE .......................................................................................................................... BOARD PRACTICES ........................................................................................................................
DESCRIPTION OF ORDINARY SHARES .......................................................................................... EXCHANGE CONTROLS ....................................................................................................................

TAXATION ............................................................................................................................................ CLEARANCE AND SETTLEMENT .................................................................................................... GENERAL AND STATUTORY INFORMATION .................................................................................. APPENDIX I INDEPENDENT AUDITORS REPORT ON COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 .............................................................................................................. SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY ............................................................................................................

107 110 111

I-1

APPENDIX II

II-1

APPENDIX III TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ...................................................................................................... APPENDIX IV KEY CHANGES UNDER CATALIST RULES ......................................................

III-1 IV-1

CORPORATE INFORMATION
BOARD OF DIRECTORS : Mr Jimmy Fong Teck Loon (Chief Executive Officer) Mr Johnson Goh Ann Ann (Chief Operations Officer) Ms Brenda Yeo (Executive Director) Mr Siow Chee Keong (Lead Independent Director) Mr Lee Keen Whye (Independent Director) Mr Liu Zhipeng (Independent Director) Ng Peishi Loseana, LLB (Honours) 501 Orchard Road, #02-20/22 Wheelock Place Singapore 238880 Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street, #08-01 Samsung Hub Singapore 049483 DMG & Partners Securities Pte. Ltd. 20 Raffles Place, #22-01 Ocean Towers Singapore 048620 PrimePartners Corporate Finance Pte. Ltd. 1 Raffles Place, #30-03 OUB Centre Singapore 048616 UNDERWRITER AND PLACEMENT AGENT : DMG & Partners Securities Pte. Ltd. 20 Raffles Place, #22-01 Ocean Towers Singapore 048620 BDO Raffles Certified Public Accountants 5 Shenton Way, #07-01 UIC Building Singapore 068808 Partner-in-charge: Chia Soo Hien (Certified Public Accountant, a member of the Institute of Certified Public Accountants of Singapore) SOLICITORS TO THE INVITATION : Shook Lin & Bok LLP 1 Robinson Road, #18-00 AIA Tower Singapore 048542 Lee & Tengku Azrina Unit 13.01 Level 13 Mailbox 101 Menara Landmark 12 Jalan Ngee Heng 80000 Johor Bahru Johor, Malaysia

COMPANY SECRETARY REGISTERED OFFICE

: :

SHARE REGISTRAR AND SHARE TRANSFER OFFICE

JOINT LEAD MANAGERS

INDEPENDENT REPORTING AUDITORS

LEGAL ADVISOR TO OUR COMPANY ON MALAYSIAN LAW

PRINCIPAL BANKER

Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513

RECEIVING BANKER

DEFINITIONS
In this Prospectus and the accompanying Application Forms, the following definitions apply where the context so admits:-

GROUP COMPANIES Company or Afor Limited

: Afor Limited. The terms we, our, our Company or us have correlative meanings Our Company and our subsidiaries ACDC Technologies Pte. Ltd. Afor Sdn. Bhd.

Group ACDC Afor (Malaysia)

: : :

OTHER CORPORATIONS AND AGENCIES Apple

: Apple Inc., a USA multinational corporation incorporated under the laws of the State of California The Monetary Authority of Singapore Sponsor-supervised board The Central Depository (Pte) Limited Digital Lifestyle Outfitters DMG & Partners Securities Pte. Ltd. DMG and PrimePartners United Overseas Bank Limited (UOB) and its subsidiary, Far Eastern Bank Limited (the UOB Group); DBS Bank Ltd (including POSB) (DBS) and Oversea-Chinese Banking Corporation Limited (OCBC) PrimePartners Corporate Finance Pte. Ltd. Securities Clearing & Computer Services (Pte) Ltd SGX-ST Dealing and Automated Quotation System Singapore Exchange Securities Trading Limited Boardroom Corporate & Advisory Services Pte. Ltd. DMG & Partners Securities Pte. Ltd.

Authority Catalist CDP DLO DMG Joint Lead Managers Participating Banks

: : : : : : :

PrimePartners SCCS SGX-SESDAQ SGX-ST Share Registrar Underwriter, or Placement Agent GENERAL ATM Application Forms

: : : : : :

: :

Automated teller machines of a Participating Bank The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus The list of applications for subscription of the Invitation Shares

Application List

Articles of Association
Associate

: :

The articles of association of our Company (a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means:(i) (ii) his immediate family; the trustees, acting in their capacity as such trustees, of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more of the aggregate of the nominal amount of all the voting shares;

(iii)

(b)

in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a fellow subsidiary of any such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more

associated company

In relation to a corporation, means:(a) any corporation in which the corporation or its subsidiary has, or the corporation and its subsidiary together have, a direct interest of not less than 20% but not more than 50% of the aggregate of the nominal amount of all the voting shares; or any corporation, other than a subsidiary of the corporation or a corporation which is an associated company by virtue of paragraph (a), the policies of which the corporation or its subsidiary, or the corporation together with its subsidiary, is able to control or influence materially.

(b)

Audit Committee

The audit committee of our Company as at the date of this Prospectus, unless otherwise stated The board of Directors of our Company as at the date of this Prospectus, unless otherwise stated The Central Provident Fund The Companies Act (Chapter 50) of Singapore In relation to a corporation, (a) a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or

Board or Board of Directors

CPF Companies Act Controlling Shareholder

: : :

(b)

a person who has an interest of 15% or more of the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation

Directors

The directors of our Company as at the date of this Prospectus, unless otherwise stated Earnings per Share EpiCentres located at Wheelock Place, Suntec City Mall and Pavilion Kuala Lumpur in Malaysia, or any one of them Applications for the Offer Shares made through an ATM or through IB websites in accordance with the terms and conditions of this Prospectus The executive Directors of our Company as at the date of this Prospectus, namely Messrs Jimmy Fong Teck Loon, Johnson Goh Ann Ann and Brenda Yeo The executive officers of our Group as at the date of this Prospectus, unless otherwise stated Financial year ended or, as the case may be, ending 30 June Foreign Worker Levy Singapore goods and services tax of 7% Internet Banking IB website of the Participating Banks The independent Directors of our Company as at the date of this Prospectus Our invitation to the public in Singapore to subscribe for the Invitation Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus $0.33 for each New Share 10 December 2007, being the latest practicable date for the purposes of lodgement of this Prospectus The Listing Manual of the SGX-ST A day on which the SGX-ST is open for trading in securities The memorandum of association of our Company The 23,500,000 new Shares for which we invite applications to subscribe for pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus The nominating committee of our Company as at the date of this Prospectus, unless otherwise stated

EPS EpiCentre(s)

: :

Electronic Applications

Executive Directors

Executive Officers

FY FWL GST IB IB Website Independent Directors

: : : : : :

Invitation

Issue Price Latest Practicable Date

: :

Listing Manual Market Day Memorandum of Association New Shares or Invitation Shares

: : : :

Nominating Committee

NTA Offer

: :

Net tangible assets The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Issue Price subject to and on the terms and conditions of this Prospectus 1,000,000 of the New Shares which are the subject of the Offer Profit before income tax Price earnings ratio The period which comprises FY2005, FY2006 and FY2007 The placement of the Placement Shares by the placement agent(s) on behalf of our Company for subscription at the Issue Price subject to and on the terms and conditions of this Prospectus 22,500,000 of the New Shares (including the Reserved Shares), which are the subject of the Placement This prospectus dated 10 January 2008 issued by our Company in respect of the Invitation The remuneration committee of our Company as at the date of this Prospectus, unless otherwise stated The 700,000 Placement Shares reserved for Independent Directors, management, employees and those who have contributed to the success of our Group The corporate restructuring exercise undertaken in connection with the Invitation as described in the section entitled Restructuring Exercise of this Prospectus The Securities and Futures Act (Chapter 289) of Singapore Singapore inter-bank offered rate The securities account maintained by a depositor with CDP The service agreements entered into between our Company and Messrs Jimmy Fong Teck Loon and Johnson Goh Ann Ann as described in the section entitled Service Agreements of this Prospectus Ordinary shares in the capital of our Company The registered shareholders of our Company, except where the registered shareholder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with Shares Skills Development Fund

Offer Shares PBT PER period under review Placement

: : : : :

Placement Shares

Prospectus

Remuneration Committee

Reserved Shares

Restructuring Exercise

SFA SIBOR Securities Account Service Agreements

: : : :

Shares Shareholders

: :

SDF

10

Substantial Shareholders

Persons who have an interest in the Shares, the nominal amount of which is not less then 5% of the aggregate of the nominal amount of all the voting shares of our Company

CURRENCIES, UNITS AND OTHERS RM $ or S$ and cents sq ft USA or United States US$ and US cents % or per cent.
: : : : : : Malaysian Ringgit Singapore dollars and cents respectively Square feet United States of America United States dollars and cents respectively Per centum or percentage

The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or any statutory modification thereof, as the case may be. Any reference in this Prospectus, the Application Forms and Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that Applicant. Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless otherwise stated. References in this Prospectus to we, us, our and ourselves refer to our Group, our Company, or any member of our Group as the context requires. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

11

GLOSSARY OF TECHNICAL TERMS

The glossary contains explanations of certain technical terms and abbreviations used in this Prospectus in connection with our Group and our business. The terms and abbreviations and the assigned meanings may not correspond to standard industry meanings and usage of these terms.

AppleCentre or Apple Premium Reseller

A retail outlet specialising in the sale of Apple brand products and its complementary products. AppleCentres were rebranded as Apple Premium Resellers in July 2006 as part of the renaming requirements by Apple. A digital media receiver manufactured, marketed and sold by Apple. It is a network device designed to play digital content originating from any Mac OS or Windows computer running iTunes onto an enhanced-definition or high-definition widescreen television. Apple TV can function as either a home theatre-connected iPod device or a digital media receiver, depending on the needs of the user. (Apple TV is a trademark of Apple Inc.) A qualifying reseller, integrator, and/or service provider who offers customers service and support by performing upgrades, setup and installation, warranty repairs, and other value-added services. A home entertainment device used to connect a home theatre system to a computer network in order to retrieve media files (music, pictures, video). It allows user(s) to play media such as movies or music through their home entertainment system. The designated speed at which radio signals are transmitted. A portable device that plugs into the output port of a portable media device and broadcasts the output through a transmitter through a FM frequency. Such FM transmitters allow portable media devices to play music through a car stereo or a radio. A popular form of specialty software which is mainly used for entertainment purposes. Gaming software can be categorised into software designed for the personal computer (PC) or console (e.g. Nintendo, Xbox, PS2). Web-based and arcade specialty software are also available. A digital television broadcasting system with a significantly higher resolution than traditional formats. A multimedia and Internet-enabled mobile phone designed and sold by Apple. (iPhone is a trademark of Apple Inc.) Portable digital music players from Apple. (iPod is a trademark of Apple Inc.) Information technology; the science and activity of using computers and other electronic equipment to store and send information.

Apple TV

Apple Authorised Service Provider

digital media receiver

FM frequency FM transmitter

: :

gaming software

High-definition television (HDTV) iPhone

iPod

IT

12

iTunes

A digital media player application meant for playing and organising digital music and video files. The program is also an interface to manage the contents on Apples iPod digital media players. (iTunes is a trademark of Apple Inc.) Products that appeal aesthetically to targeted consumers or customers and through the use of these products portrays to others or themselves as sophisticated customers in respect of attitude, motivation and aspirations. A personal computer designed, developed, manufactured and marketed by Apple. (Macintosh and Mac are trademarks of Apple Inc.) Mac OS is the trademarked name for a series of operating systems developed by Apple Inc. for their Macintosh line of computer systems. (Mac OS is a trademark of Apple Inc.) A set of computer programs that manage the hardware and software resources of a computer. Original design manufacturer; a company that designs and manufactures a product which ultimately will be branded by another company for sale. Original equipment manufacturer; a company that manufactures a product and sells it to a reseller who resells the product usually under its own brand name. An interactive entertainment computer or electronic device that manipulates the video display signal of a display device (a television, monitor, etc.) to display a game. The generic name for the series of operating systems designed by Microsoft for use on personal computers. A video game console system created by Microsoft.

lifestyle products

Macintosh or Mac

Mac OS

operating system or OS

ODM

OEM

video game console

Windows operating system

Xbox

13

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. You can identify some of these forward-looking statements by terms such as expects, believes, plans, intends, estimates, anticipates, may, will, would and could or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including, statements as to:(a) (b) (c) (d) (e) our revenue and profitability; expected growth in demand; expected industry trends; anticipated expansion plans; and other matters discussed in this Prospectus regarding matters that are not historical fact,

are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forwardlooking statements. These risks, uncertainties and other factors include, among others:(i) changes in political, social and economic conditions, stock or securities market conditions and the regulatory environment in Singapore and other countries in which we conduct business; changes in currency exchange rates; our anticipated growth strategies and expected internal growth; changes in the availability and prices of goods which we require to operate our business; changes in customer preferences; changes in competitive conditions and our ability to compete under such conditions; changes in our future capital needs and the availability of financing and capital to fund such needs; and other factors beyond our control.

(ii) (iii) (iv) (v) (vi) (vii)

(viii)

Some of these risk factors are discussed in more detail under the section entitled Risk Factors of this Prospectus. All forward-looking statements made by or attributable to us or our Directors, Executive Officers or employees acting on our behalf, or other persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety by such factors.

14

Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different than expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance should not be placed on these statements which apply only as at the date of this Prospectus. Neither our Company, the Joint Lead Managers, the Underwriter and the Placement Agent nor any other person represents or warrants that our Groups actual future results, performance or achievements will be as discussed in those statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We, the Joint Lead Managers, the Underwriter and the Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances. We are, however, subject to the provisions of the SFA and the Listing Manual of the SGX-ST regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus of any information that should have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since the Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially adverse from the point of view of an investor, our Company may lodge a supplementary or replacement prospectus with the Authority.

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SELLING RESTRICTIONS
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory authorities of any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore in order to permit a public offering of the New Shares and the public distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of the New Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by our Company, the Joint Lead Managers, the Underwriter and the Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to us, the Joint Lead Managers, the Underwriter and the Placement Agent.

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DETAILS OF THE INVITATION

LISTING ON CATALIST
We have applied to the SGX-ST for permission to deal in and for quotation of, all our Shares already issued, including the New Shares, which are subject of the Invitation. Such permission will be granted when our Company has been admitted to the Official List of Catalist. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares and the New Shares. Monies paid in respect of any application accepted will be returned to the applicant, without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk, if the said permission is not granted for any reason and the applicant will not have any claims whatsoever against us, the Joint Lead Managers, the Underwriter or the Placement Agent. No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of: (a) (b) a false or misleading statement or matter in the Prospectus; an omission from the Prospectus of any information that should be have been included in it under Section 243 of the SFA; or a new circumstance that has arisen since the Prospectus was lodged with the Authority which would have been required by Section 243 of the SFA to be included in the Prospectus if it had arisen before this Prospectus was lodged,

(c)

and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the SFA. In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the New Shares and: (a) where the New Shares have not been issued to the applicants, our Company shall either: (ii) within two days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to the applicants if they have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus;

17

(ii)

within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and our Company shall, within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies to the applicants paid in respect of any application, without interest or a share of revenue or other benefit arising therefrom; or

(iii)

(b)

where the New Shares have been issued to the applicants, our Company shall, either: (i) within two days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return to our Company the New Shares which they do not wish to retain title in and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to the applicants if they have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return to our Company the New Shares, which they do not wish to retain title in; or treat the issue of the New Shares as void, in which case the issue shall be deemed void and our Company shall, within seven days from the lodgement of the supplementary or replacement prospectus, return all monies paid to the applicants in respect of any application, without interest or a share of revenue or other benefit arising therefrom and at their own risk, and the applicants will not have any claims whatsoever against us, the Joint Lead Managers, the Underwriter or the Placement Agent.

(ii)

(iii)

Any applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall, within seven days from the receipt of such notification, return to him the application monies without interest or any share of revenue or other benefit arising therefrom and at the applicants risk. An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return our Shares issued/sold to him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify us of this and return all documents, if any, purporting to be evidence of title to those Shares to our Company, whereupon our Company shall, within 7 days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those Shares without interest or any share of revenue or benefit arising therefrom, at the applicants own risk and the issue of those Shares shall be deemed void. Under the SFA, the Authority may, in certain circumstances issue a stop order (the Stop Order) to our Company, directing that no Shares or no further Shares to which this Prospectus relates, be allotted or issued. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter, which in the opinion of the Authority is false or misleading, (ii) omits any information that should be included in accordance with the SFA or (iii) does not in the opinion of the Authority, comply with the requirements of the SFA or (iv) if the Authority is of the opinion that it is in the public interest to do so.

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Where the Authority issues a Stop Order pursuant to Section 242 of the SFA, and: (a) in the case where the New Shares have not been issued to the applicants, the applications of the New Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the New Shares; or in the case where the New Shares have been issued to the applicants, the issue of the New Shares pursuant to the Invitation shall be deemed to be void and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the New Shares.

(b)

Such monies paid in respect of any application will be returned to the applicant at the applicants own risk, without interest or any share or revenue or other benefit arising therefrom, and the applicant will not have any claim against us, the Joint Lead Managers, the Underwriter or the Placement Agent. This Prospectus has been seen and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions, intentions and expectations expressed in this Prospectus are true, fair and accurate and not misleading in all material respects as at the date of this Prospectus and that there are no material facts the omission of which would make any statements in the Prospectus misleading, and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation, our Group, our Shares and the New Shares. Neither our Company, the Joint Lead Managers, the Underwriter and the Placement Agent nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Joint Lead Managers, the Underwriter and the Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in our affairs or in the statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may make an announcement of the same to the SGX-ST and/or the Authority and will comply with the requirements of the SFA and/or any other requirements of the SGX-ST and/or the Authority. All applicants should take note of any such announcements and, upon the release of such an announcement, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any other persons other than the applicants in connection with their application for the New Shares or for any other purpose. This Prospectus does not constitute an offer, solicitation or invitation of the New Shares in any jurisdiction in which such offer, or solicitation or invitation is unlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make such offer, solicitation or invitation.

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Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability during office hours, from:DMG & Partners Securities Pte. Ltd. 20 Raffles Place, #22-01 Ocean Towers Singapore 048620 PrimePartners Corporate Finance Pte. Ltd. 1 Raffles Place, #30-03 OUB Centre Singapore 048616

and members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website http://www.sgx.com and the Authoritys website http://masnet.mas.gov.sg/opera/sdrprosp.nsf. The Invitation will be open from 11 January 2008 to 16 January 2008. The Application List will open at 10.00 a.m. on 16 January 2008 and will remain open until 12.00 noon on the same day or for such further period or periods as our Directors may, in consultation with the Joint Lead Managers, the Underwriter and the Placement Agent, in their absolute discretion decide, subject to any limitation under all applicable laws and regulations. In the event a supplementary prospectus or replacement prospectus is lodged with the Authority, the Application List will remain open for at least 14 days after the lodgement of the supplementary or replacement prospectus. Details of the procedures for applications to subscribe for the New Shares are set out in Appendix III of this Prospectus.

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INDICATIVE TIMETABLE FOR LISTING

An indicative timetable is set out below for reference:Indicative date/time 16 January 2008 at 12.00 noon 17 January 2008 Event Close of Application List Balloting of applications, if necessary (in the event of oversubscription for the Offer Shares) Commence trading on a ready basis Settlement date for all trades done on a ready basis on 18 January 2008

18 January 2008 at 9.00 a.m. 23 January 2008

The above timetable is only indicative as it assumes that the date of closing of the Application List is 16 January 2008, the date of admission of our Company to the Official List of Catalist is 18 January 2008, the SGX-STs shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 18 January 2008. The above timetable and procedures may be subject to such modification as the SGX-ST may, in its absolute discretion, decide, including the commencement date of trading on a ready basis. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same:(a) through SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com; and in a local newspaper(s).

(b)

We will provide details of the results of the Invitation through the channels described in (a) and (b) above. Investors should consult the SGX-STs announcement on ready trading date on the Internet (at SGX-ST website http://www.sgx.com), Teletext or the newspapers or check with their brokers on the date on which trading on a ready basis will commence.

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PLAN OF DISTRIBUTION

CATALIST
The Invitation is for 23,500,000 New Shares offered in Singapore by way of public offer and placement comprising 1,000,000 Offer Shares and 22,500,000 Placement Shares (including up to 700,000 Reserved Shares) jointly managed by DMG and PrimePartners and underwritten by DMG. The Issue Price is determined by us in consultation with the Joint Lead Managers, the Underwriter and the Placement Agent based on market conditions and estimated market demand for our Shares determined through a book-building process. The Issue Price is the same for each New Share and is payable in full on application. There are no arrangements whereby the number of Shares being offered pursuant to this Invitation may be increased by the exercise of an underwriters over-allotment option.

OFFER SHARES
Pursuant to the Management and Underwriting Agreement entered into between us and the Joint Lead Managers and the Underwriter as set out in the section General and Statutory Information of this Prospectus, we have appointed DMG and PrimePartners to manage the Invitation and DMG to underwrite the 1,000,000 Offer Shares. DMG and PrimePartners will receive a management fee and DMG an underwriting commission of 2.50 per cent. of the Issue Price for the Offer Shares payable by us for subscribing or procuring subscribers for such Offer Shares not subscribed for by the public and will pay or procure payment to us for such Offer Shares. DMG may, at is absolute discretion, appoint one or more sub-underwriters for the Offer Shares. Members of the public may apply for the Offer Shares by way of printed Application Forms or by Electronic Application as described under Terms, Conditions and Procedures for Application and Acceptance as set out in Appendix III of this Prospectus. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed for shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Company after consultation with the Joint Lead Managers and the SGX-ST.

PLACEMENT SHARES
Pursuant to the Placement Agreement entered into between us and the Placement Agent as set out in the section General and Statutory Information of this Prospectus, the Placement Agent agreed to subscribe and/or procure subscribers for the 22,500,000 Placement Shares for a placement commission of 2.75 per cent. of the Issue Price for the Placement Shares payable by us. The Placement Agent may, at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares. Applications for Placement Shares may only be made by way of printed Application Forms as described under Terms, Conditions and Procedures for Application and Acceptance as set out in Appendix III of this Prospectus. In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of 1.0% of the Issue Price.

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RESERVED SHARES
Up to 700,000 Placement Shares shall be reserved for Independent Directors, management, employees and those who have contributed to the success of our Group. However, none of them will be offered more than 5% of the total Invitation size or 1,175,000 Invitation Shares. In the event that any of the Reserved Shares are not taken up as at the close of the Application List, they will be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List or, in the event of an under-subscription for the Placement Shares as at the close of the Application List, to satisfy excess applications made by members of the public for the Offer Shares to the extent there is an oversubscription for the Offer Shares as at the close of the Application List. None of our Executive Directors or Substantial Shareholders intends to subscribe for the New Shares in the Invitation. None of our Independent Directors, members of our management or employees intends to subscribe for more than 5% of the New Shares in the Invitation. To the best of our knowledge and belief, we are not aware of any person who intends to subscribe for more than 5% of the New Shares. However, through a book-building process to access market demand for our Shares, there may be persons who may indicate an interest to subscribe for Shares amounting to more than 5% of the New Shares. If such person (s) were to make an application for Shares amount to more than 5% of the New Shares and are subsequently allotted such number of Shares, we will make the necessary announcements at an appropriate time. The final allotment of Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 210 of the SGX-ST Listing Manual. No Shares shall be allotted on the basis of this Prospectus later than six months after the date of this Prospectus.

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REPLACEMENT OF SGX-SESDAQ BY CATALIST

As announced by the SGX-ST on 26 November 2007, the SGX-SESDAQ has been replaced by a sponsor-supervised board named Catalist on 17 December 2007. As our Company will be listed after 17 December 2007, it will be listed on Catalist. The SGX-ST will publish a date (the Transition Date) from which our Company and all former SGX-SESDAQ issuers now listed on Catalist will be required to comply with the listing rules of Catalist (the Catalist Rules). At least 12 months notice will be given and the SGX-ST may impose conditions. Our Company must meet the following requirements by the Transition Date:(a) (b) (c) submit an undertaking to, inter alia, comply with the Catalist Rules to the SGX-ST; comply with any conditions imposed by the SGX-ST; announce our intention to the market giving no less than one months notice, including the name of our Sponsor (as defined below) and the date from which we will comply with the Catalist Rules as agreed with the SGX-ST; and send a copy of the announcement to each Shareholder on our register at the date of the announcement.

(d)

Until the above requirements have been met, our Company must continue to comply with the SGX-SESDAQ rules. Our Company may be delisted if we fail to comply with the above requirements by the Transition Date. A key feature of Catalist is that intermediaries (Sponsors) will be authorised by the SGX-ST to act as either:(a) a full Sponsor, authorised to undertake activities set out in Catalist Rule 225 in preparing a listing applicant for admission or advising an existing issuer in a very substantial acquisition or reverse takeover as well as activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules; or a continuing Sponsor, authorised to undertake activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules.

(b)

With effect from the day from which we shall comply with the Catalist Rules, we must retain a Sponsor at all times or face delisting. The Sponsor will review all documents to be released by us on Catalist to Shareholders or to the market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that our Company complies with the Catalist Rules and makes the appropriate disclosures. Please refer to the Key Changes Under Catalist Rules in Appendix IV of this Prospectus for information on the key changes which will affect our Company upon the Catalist Rules coming into effect.

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PROSPECTUS SUMMARY
The following summary highlights certain information found in greater detail elsewhere in this Prospectus. In addition to this summary, prospective investors should read the entire Prospectus carefully, especially the section entitled Risk Factors of this Prospectus, before deciding to invest in our Shares. OVERVIEW OF OUR GROUP
Our company registration number is 200202930G. Our company was incorporated in Singapore under the Companies Act on 9 April 2002 as a private company under the name of Afor Pte. Ltd. On 10 December 2007, we converted to a public company and changed our name to Afor Limited.

OUR BUSINESS
We are a one-stop premium retailer specialising in the sale of Apple brand products and its complementary products. Our products are sold to the retail market through our EpiCentres located in Wheelock Place and Suntec City Mall. In September 2007, we opened our EpiCentre@Pavilion at Pavilion Kuala Lumpur in Malaysia. Our products may be categorised primarily into the following groups:(a) (b) Apple Brand Products Third-Party and Proprietary Brand Complementary Products and Other Products (i) Third-Party Brand Complementary Products We source for complementary products of other brands to meet the varied needs of our customers. Products offered under third-party brands complement our Apple brand products. (ii) Proprietary Brand Complementary Products We started to market and retail a range of complementary products under our own proprietary brand, iWorld, in December 2004. These products are manufactured by thirdparty OEM or ODM. (iii) Other products We carry other products which appeal to our gadget savvy customers. Some of these include the Xbox and gaming software. In order to maintain our competitive edge, we also offer the following value-added and after-sales services:(a) (b) (c) (d) (e) Exchange/Return Policy iConcierge and After-Sales Service Trade-in Services Training on Use of Our Products Membership Loyalty Programme

Please refer to section entitled Business Overview of this Prospectus for further details.

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OUR COMPETITIVE STRENGTHS

We believe our competitive strengths are as follows: Strong public image and customer confidence To the best of our knowledge, we are the first Apple Premium Reseller in Asia and are known for our excellent customer service and commitment to providing the best shopping experience. Despite our short presence in the industry, we have established a strong brand name. One-stop service We are a one-stop concept store that aims to cater to our customers every need, from the primary product to a wide range of complementary products for the Apple brand products. We also offer further value added and after-sales services such as an exchange/return policy, iConcierge and after-sales services, trade-in services, training on how to operate our products and membership loyalty programme. Customer service-oriented approach We have implemented a selling policy whereby our sales team is encouraged to spend as much time with customers, and allowing customers as much time as needed to examine the various products of interest to them. We have designed the layout of our EpiCentres to provide customers with an interactive retail experience. Economies of scale We enjoy economies of scale due to the size of our operations. We are able to negotiate for more favourable pricing terms with third-party brand complementary product principals/distributors who are willing to supply the products to us at a lower price as we purchase in bulk. Due to lower costs from economies of scale, we may have more flexibility in the pricing of our third-party brand complementary products. Good relationships with our principals/distributors We were awarded the Best Apple Centre in Singapore in 2003, Best Apple Point-of-Sale (Retail Store) in Asia 2006, Best Apple Service Provider in ASEAN 2006 and Top Apple Point-of-Sale (Retail Store) in Asia 2007 by Apple. With respect to our third-party brand complementary products, we have maintained long-term relationships with the respective principals/distributors and have not been terminated by any of them. Please refer to section entitled Competitive Strengths of this Prospectus for further details.

OUR PROSPECTS
With improving quality of living in general and growing consumer affluence in South East Asian countries such as Singapore and Malaysia, our Directors believe that there is an apparent shift in consumer demand, from consumption of functional merchandise to aesthetic merchandise. Electronic goods have evolved from being merely functional to becoming fashion statements for consumers, with the myriad of designs, styles and colours available now. At our EpiCentres, we offer digital lifestyle products and are well-positioned to cater to the shifting trend. Barring unforeseen circumstances, our Directors are optimistic about the prospects for our business in view of the following factors in the foreseeable future:Growing Consumer Affluence The economic outlook for Singapore is expected to remain favourable in the foreseeable future. Consumer affluence and accordingly, consumer retail sales, had grown largely in line with the growth in the gross domestic product (GDP) and per capita GDP in Singapore over the past three years.

26

The Directors believe that the economic growth in Singapore as well as Malaysia will continue to drive consumer spending in the retail sector. With growing affluence and improving lifestyle, digital goods are becoming part and parcel of an urbanites life and the demand for such goods is likely to increase. Promotion of Tourism With the advent of budget airlines, air travel has become more affordable to consumers. Singapore and Malaysia, in particular, have been actively promoting their respective tourism industry. These developments augur well for our business as our EpiCentres are strategically located in major shopping districts which are likely to benefit from the increased tourist traffic. Our Directors believe that the increase in number of tourists to Singapore and Malaysia is likely to contribute to the growth of our business. Growing Popularity of Apple Brand Products In 2005, Apple Inc. started producing Apple brand PCs and notebooks that use Intel processors (central processing units) which enable them to run both the Windows operating system as well as the Mac OS. Our Directors believe that this has, amongst other factors, increased the popularity of the Apple brand products among consumers. Further, with the impending launch of the iPhone in Asia in 2008, our Directors believe that the sales of Apple brand products and their related accessories would continue to increase. For more details, see section entitled Prospects of this Prospectus.

OUR FUTURE PLANS

Our future plans are as follows:Expansion of business operations in Singapore and increase of our geographical presence in the Asian market We intend to extend our coverage of the Singapore market and increase our market share by increasing the number of our EpiCentres in other suitable locations in Singapore. We are also actively looking for opportunities to expand our operations into Malaysia and have in September 2007 set up our flagship store, EpiCentre@Pavilion, at Pavilion Kuala Lumpur in Malaysia. We also intend to penetrate new markets in other parts of Asia through various means, including setting up subsidiaries or representative offices, forming joint ventures or appointing local agents, increasing our number of sales and marketing personnel and intensifying our marketing activities. To expand our product range We intend to expand our product range by sourcing for new distributorships and principals and expanding the distribution rights from our existing principals. We are also looking to develop our range of proprietary brand products by starting an in-house industrial design team for our proprietary brand products. To expand our business through acquisitions, joint ventures or strategic alliances We intend to expand our business through acquisitions, joint ventures or form strategic alliances with companies which we believe are complementary to our business. Please refer to section entitled Future Plans of this Prospectus for further details.

OUR CONTACT DETAILS

Our principal and registered office is located at 501 Orchard Road #02-20/22, Wheelock Place, Singapore 238880. Our telephone number is (65) 6238 9378 and our facsimile number is (65) 6238 6780. Our internet address is http://www.epicentreorchard.com. Information contained in our website does not constitute part of this Prospectus.

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THE INVITATION
Issue Size : 23,500,000 New Shares offered in Singapore comprising 1,000,000 Offer Shares and 22,500,000 Placement Shares (including 700,000 Reserved Shares). The New Shares, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares. Issue Price Purpose of the Invitation : : $0.33 for each New Share. Our Directors consider that the listing of our Company and the quotation of our Shares on the Official List of Catalist will enhance our public image locally and overseas and enable us to tap the capital markets for the expansion of our operations. The Invitation will also provide members of the public, our Independent Directors, our management, employees and those who have contributed to our success with an opportunity to participate in the equity of our Company. Prior to the Invitation, there had been no public market for our Shares. Our Shares will be quoted on the Official List of Catalist, subject to admission of our Company to the Official List of Catalist and permission for dealing in and for quotation of our Shares being granted by the SGX-ST.

Listing status

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SUMMARY FINANCIAL DATA

The following selected group financial information should be read in conjunction with the full text of this Prospectus, including the Independent Auditors Report on Combined Financial Statements for the Financial Years Ended 30 June 2005, 2006 and 2007 as set out in Appendix I of this Prospectus and the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Prospectus. OPERATING RESULTS OF OUR GROUP
$000
Revenue Cost of sales Gross profit Other income Administrative expenses Selling and distribution costs Profit before income tax Income tax expense
(1)

FY2005 26,113 (22,410) 3,703 40 (1,929) (639) 1,175 (242)

(1)

FY2006 37,863 (32,276) 5,587 45 (2,394) (856) 2,382 (406) 1,976 2.82 2.11

FY2007 50,998 (43,247) 7,751 644 (3,147) (914) 4,334 (861) 3,473 4.96 3.71

Profit after income tax attributable to equity holders Basic EPS (cents)
(1) (2)

933 1.33

EPS as adjusted for the Invitation (cents)

(3)

1.00

Notes:(1) Had the Service Agreements been in effect for FY2007, our profit before income tax and profit after income tax attributable to equity holders and basic EPS for FY2007 would have been approximately S$4,051,000, approximately S$3,241,000 and 4.63 cents respectively. For comparative purposes, basic EPS for the period under review is computed based on profit after income tax attributable to equity holders and the pre-Invitation share capital of 70,001,600 Shares. For comparative purposes, EPS as adjusted for the Invitation has been computed based on profit after income tax attributable to equity holders and the post-Invitation share capital of 93,501,600 Shares.

(2)

(3)

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FINANCIAL POSITION OF OUR GROUP (1)

$000
Non-current assets Plant and equipment Investment in an associate 310 310 Current assets Inventories Trade and other receivables Cash and cash equivalents 3,828 3,178 3,543 10,549 Less: Current liabilities Trade and other payables Current income tax payable 4,676 906 5,582 Net current assets 4,967 As at 30 June 2007

Less: Non-current liabilities Deferred tax liabilities Net assets Capital and reserve Share capital Accumulated profits 350 4,876 5,226 NTA per Share (cents)
(2)

51 5,226

7.47

Note:(1) The combined financial statements of our Group for the period under review have been prepared on the basis that our Group has been in existence throughout the period under review. Please refer to the combined financial statements in Appendix I of this Prospectus. The NTA per Share is computed based on the net assets of our Group and the pre-Invitation share capital of 70,001,600 Shares.

(2)

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EXCHANGE RATES
Our revenue, purchases and operating costs are denominated mainly in S$, RM and US$. Our overseas revenue, cost of sales and operating costs are mostly denominated in RM and US$. The reporting currency of our combined financial statements is in S$. We translate the financial statements of our subsidiary in Malaysia from RM to S$ based on the relevant average exchange rates prevailing as at the relevant period of the respective financial statements in order to prepare our combined financial statements. The exchange rates between (a) RM and S$; and (b) US$ and S$ as at the Latest Practicable Date are as follows:RM per S$ rate US$ per S$ rate : : 2.3064 0.6947

The following tables set forth the high and low exchange rates between (a) RM and S$; and (b) US$ and S$ for each of the six months preceding the Latest Practicable Date:RM per S$ rate High November 2007 October 2007 September 2007 August 2007 July 2007 June 2007 2.3452 2.3154 2.3268 2.3039 2.2979 2.2681 Low 2.2944 2.2906 2.2799 2.2710 2.2449 2.2077 US$ per S$ rate High Low 0.6955 0.6915 0.6746 0.6626 0.6649 0.6545 0.6866 0.6727 0.6540 0.6478 0.6536 0.6470

The exchange rates quoted above have been calculated with reference to exchange rates quoted from Bloomberg L.P. The tables illustrate how many RM and US$ it would take to purchase one S$ respectively. These transactions should not be construed as a representation that those RM and US$ amounts could have been, or could be, converted into RM and US$, as the case may be, at any particular rate, the rates stated above, or at all. The following table sets forth, for the financial years indicated, the average exchange rates between (a) RM and S$; and (b) US$ and S$, calculated by using the average of the exchange rates on the last day of each month during each financial year:RM per S$ rate Average Year end FY2005 FY2006 FY2007
Note:We have not sought the consent of Bloomberg L.P. nor has Bloomberg L.P. provided its consent for the inclusion of the information set out above. Bloomberg L.P. is therefore not liable for such information under Sections 253 and 254 of the SFA. Our Company has included the above information in its proper form and context in this Prospectus and has not separately verified the accuracy of the contents of the information.

US$ per S$ rate Average Year end 0.6018 0.6100 0.6477 30 June 2005 30 June 2006 30 June 2007

2.2867 2.2713 2.2960

30 June 2005 30 June 2006 30 June 2007

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RISK FACTORS
Prospective investors should consider carefully the following risk factors and all other information contained in this Prospectus, before deciding to invest in our Shares. It should also be noted that certain of the statements set forth below constitute forward-looking statements that involve risks and uncertainties. If any of the following risk factors and uncertainties develops into actual events, our business, financial condition or results of operations or cash flows may be adversely affected. In such circumstances, the trading price of our Shares could decline and investors may lose all or part of their investment. To the best of our Directors belief and knowledge, all the risk factors that are material to investors in making an informed judgment have been set out below. RISKS RELATING TO OUR BUSINESS
We are reliant on our major principals, in particular, Apple As a retailer of digital lifestyle products, our success depends on our ability to maintain our good relationships with and retain our principals. The agreements we have with our principals are subject to review and renewal on a periodic basis. In the event that the agreements are terminated or not renewed upon their expiry date, or if the agreements are renewed on less favourable terms, our business and financial performance will be adversely affected. There is also no guarantee that our principals will be able to meet our requirements and supply sufficient quantities of products to us as and when we require. In the event that we cannot meet the demands of our customers, our business and profitability will be materially affected. In particular, we are dependent on Apple as approximately 76.2% of our revenue for FY2007 is derived from the sale of Apple brand products and our ability to continue as a premium reseller or authorised reseller of Apple brand products is important to the ongoing success of our Company. In the event that we are unable to continue to sell Apple brand products, we would lose our main revenue contribution, and our profitability, business and financial performance will be adversely affected and we will not be able to maintain our current financial performance. Our appointment by Apple is on a renewable basis. Our current term is from 1 April 2007 to 30 September 2008. In addition, we may also lose our customers at our retail outlets if we are unable to sell Apple brand products. This will result in a loss of sales of other products carried by our retail outlets and therefore revenue and profitability will be further affected. We may be affected by the brand value of our major principals Our success depends on the value of the Apple brand and other brands we carry. We are susceptible to others imitating the Apple brand and infringing the intellectual property rights of our principals. Imitation or counterfeiting of the products would diminish the value of these brands and negatively affect our revenue. In addition, should there be any adverse publicity against any of these brands that may erode the consumers confidence and perception of the products, or decreased customer acceptance of the brands, it may have a negative impact on our business and financial performance. We face the risks of customers buying directly from Apple Even though Apple does not have a presence in the retail industry here in Singapore there is no assurance that it will not do so in the future. Also, currently, customers are able to buy direct from Apple by buying the products online. We are disadvantaged in that we cannot offer online retail services for Apple brand products as Apple retains that right. Furthermore, Apple has attractive promotions for purchases made online, such as free engraving services and limited edition models, which we are unable to offer in our stores.

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Expansion of our business is dependant on our ability to secure good locations The location of a retail outlet plays a paramount role in its success in the retail industry. The quality of an outlets location is determined by various factors, such as the flow of human traffic, the shopping malls targeted market segment and the location of the outlet within the shopping mall. We believe that one of the reasons for our success thus far is the excellent location of our stores. In the event that we would like to expand our operations by opening more retail premises, we would have to source for, not only a big enough space, but also one strategic enough with a high volume of human traffic. Good locations like these are limited and failure to secure such locations would hinder the expansion of our business. Our business may be adversely affected by parallel imports Parallel imports refer to the commercial practice whereby genuine goods bearing the same trademarks are purchased from one country and imported into another country for resale. Parallel imports are goods that were manufactured and released for sale by authorised distributors and licensors who are the owners of the trademarks. These parallel imports are usually imported because the particular style is unavailable in the country. Parallel imports are also imported as their cost is lower. Lower cost arises from, inter alia, the fluctuations in currencies or the cost structure of distribution imposed by the licensor. Should there be an increase in the parallel imports of the goods we market, it may lower our sales and/or the prices of our products and erode our gross profit margins, which would in turn affect our revenue and profitability. We are subject to price control by some of our principals/distributors. Inability to implement pricing discount strategies causes difficulties in differentiating ourselves from the other retailers We are subject to price floors set by some of our principals/distributors for their products. This means that we are subject to price control and as it is difficult for us to implement pricing discount strategies, we can only differentiate ourselves from the other retailers by other means such as providing value-added services. Our profitability is dependant on the incentive schemes offered by our principals/distributors at their own discretion The incentive schemes offered to us by our principals/distributors include volume rebates upon achievement of certain sales quotas. Special promotion programmes are offered to us as encouragement by the principals/distributors to increase purchases of their products and are by way of rebates in the form of credit to be utilised against purchases. In addition, we also receive marketing development funds which we expense for our marketing efforts and programmes. The incentive schemes are offered to us at the sole discretion of the principals/distributors. In the event that we are unable to continue to secure such incentive schemes from the principals/distributors, our profitability will be adversely affected. Our profitability will also be adversely affected if we are unable to meet the targets set by the principals/distributors. Our revenue and profitability is dependant on trade credit from our principals/suppliers We are dependent on trade credit from Apple and other suppliers in the form of credit for the products purchased from them. As of the Latest Practicable Date, the outstanding amount due to such companies was approximately S$7.8 million. As we rely on the extension of such credit to us, we are exposed to potentially high liquidity risk as our revenue and profitability will be adversely affected should a significant amount of such credit be withdrawn. In addition, any withdrawal or reduction in credit extended to us may result in us not being able to maintain our current level of inventory. If our cash flow and working capital requirements are not well managed, our business and financial performance may be adversely affected.

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The financial well-being of our principals/distributors and suppliers will determine whether they will be able to continue to support us by granting us credit terms and also to honour the financial terms in the relevant agreements such as terms relating to price protection, stock returns, rebates, performance incentives, credit from returned products and reimbursement of advertising expenses incurred during joint promotion campaigns. Should our principals/distributors and suppliers experience any financial difficulties, they will not be able to honour such financial terms, and such situations will require us to write-off those amounts due to us from the principals/suppliers. We are exposed to credit risks of our corporate customers Whilst a majority of our products are sold through our stores directly to customers, we also sell our products on credit terms to our corporate customers. For our corporate customers, we are subject to their credit risks and our profitability is dependent on such customers making payment. We manage these risks by monitoring the credit limits and credit repayment history of each of our corporate customers. Generally, we give our corporate customers up to 30 days to pay us. However, there is no assurance that we will be able to collect all our trade receivables within any credit terms granted by us or at all and if so, our cash flow and financial performance would be adversely affected. Defaults from our customers may arise from events that are difficult to anticipate, detect or prevent. In particular, if any of our customers were to go into liquidation, we may not be able to receive full or any payment on uncollected sums due to us or enforce any judgment debts on such customers in accordance with the terms. We may be affected by claims of infringement of third-party intellectual property rights We may unknowingly infringe intellectual property rights of third-parties and may face third-party claims for infringement of such intellectual property rights. For instance, there is no assurance that the OEM/ODM manufactured products that are supplied to us have not been patented by third-parties. If we are not able to stop or prevent infringement of the said OEM/ODM manufactured products, we may face litigation or incur licensing expenses or be prevented from selling our products. Third parties may also infringe our intellectual property rights. For instance, there is no assurance that our OEM/ODM manufacturers will not make unauthorised disclosure of our proprietary information to third-parties who manufacture products based on our proprietary information. Although we may take legal action against those who infringe our intellectual property rights, we may need to incur substantial time and resources and there is no assurance that we will be able to stop or prevent such infringement completely. If we are not able to protect our intellectual property rights, any loss of sales or reputation as a result of such infringement may adversely affect our business. We have a limited operating history and are unable to ascertain our ability to successfully address the risks we face in the industry We were incorporated in 2002 and have a limited operating history upon which investors may evaluate us. Being involved in the competitive retail industry for digital lifestyle products, we face numerous risks and uncertainties and we cannot with certainty assure investors that we can successfully address the risks that we face in this environment. Some of the risks relate to our ability to:maintain and increase the size of our customer base; maintain and expand our range of products and services; compete with other players in the industry; keep pace with changing technology and evolving consumer tastes; provide reliable services; and attract and retain qualified personnel. If we are unable to successfully address these risks and uncertainties in a timely fashion, our business and operations will be adversely affected. 34

Our marketing efforts to promote the merchandise of any particular brand may not yield favourable results The nature of our business requires us to advertise and promote new products or new brands that we sell. Such marketing campaigns are generally costly and may not yield the favourable results that we expect. This could be the case even when the brands are already established in the market as the success of any marketing campaign is also dependent on the consumers acceptance of the products. In the event that the sales of any of our products are not satisfactory after having incurred substantial marketing costs, our business and financial performance will be adversely affected. We are reliant on key and skilled personnel Our continued success is dependent to a large extent on our ability to retain our senior management and experienced personnel - our Chief Executive Officer, Mr Jimmy Fong Teck Loon and our Chief Operations Officer, Mr Johnson Goh Ann Ann. The loss of the services of senior management personnel without suitable replacement or the inability to attract and retain qualified personnel can adversely affect our performance until such time when suitable replacements are found. Please refer to the section entitled Directors, Management and Staff of this Prospectus for further details of our Directors and Executive Officers. We are dependent on our trained and motivated sales personnel One of the contributing factors to our success is our trained and motivated staff who are equipped with the necessary product knowledge and marketing skills. Should a significant number of them terminate their employment with us and if we are unable to attract suitably qualified and motivated personnel as replacements, our marketing and promotional efforts will be adversely affected. This will in turn have an adverse effect on the volume of our sales and hence, our operating results. We may face uncertainties associated with the expansion of our business Since our inception, we have experienced rapid growth in our business. Our future operating results will depend on our ability to manage our growth including our ability to control costs, implement and improve our operational and financial control systems and to hire, expand, train and manage our employees. Any unexpected decline in the growth of our revenue without a corresponding decline in the growth of our operating costs and the inability to manage our growth effectively will result in our financial conditions and operating results being adversely affected. Our future growth and prospects also depend on our ability to differentiate ourselves from all the other players on the market. We need to enter into strategic marketing plans and establish ourselves as a premium one-stop digital lifestyle products store. We also intend to actively pursue a strategy of expansion in several countries in the region. We will need to successfully penetrate our target markets and compete successfully against the local competitors. Consequently, we will have to face different regulatory, legal, economic and competitive environments in these countries. If such plans are not undertaken or managed successfully, our future growth and prospects will be adversely affected. Please see the sections on Prospects and Future Plans for further details. We face foreign exchange risks Our Companys operations are undertaken in Singapore and Malaysia. Our revenues are denominated in S$ and RM and our financial statements are reported in S$. Our purchases from Apple are denominated in US$. Foreign exchange risks arise mainly from a mismatch between the currency of our sales and the currency of our purchases and net expenses. Accordingly, we may face foreign exchange risk if there are any significant fluctuations in currency exchange rates between the time of our purchases and payments in foreign currencies. At present, we do not have any formal policy for hedging against foreign exchange exposure. We also maintain US$ and RM bank accounts for our business. Given the current position of our foreign currency exposure, appreciation of the US$ against the S$ or depreciation of the RM against the S$ will result in us incurring foreign exchange losses due to revaluation of the relevant financial assets.

35

In addition, given that the reporting currency of our combined financial statements is in S$, in order to prepare our combined financial statements, we translate the financial statements of our subsidiary in Malaysia from RM to S$ based on the applicable average and/or financial year end exchange rates prevailing as at the relevant period of the respective financial statements. Any such translation gains or losses will be recorded as foreign currency translation reserves or deficits as part of our Shareholders equity. Movements in the exchange rates may adversely affect our financial performance. We are exposed to risk of loss arising from business interruption and loss of key personnel We are insured against claims arising from fire, burglary and public liability as well as workmen's compensation that occur in connection with our business and operations. However, in the event that the amount of such claims exceed the coverage of the insurance policies which we have taken up, we may be liable for shortfalls of the amounts claimed. We are not insured against loss of key personnel and business interruption. If such events were to occur, our business and financial position will be adversely affected. Please refer to the section Insurance Coverage of this Prospectus for more details.

RISKS RELATING TO THE RETAIL INDUSTRY

We are dependent on Apples ability to capture market share The demand for digital lifestyle products is susceptible to changes in consumer tastes. Apple brand products are marketed not only as digital products but also as lifestyle goods. This means that the sale of these products is dependent on consumer trends. In the event that we and/or Apple are unable to keep up with the rapidly changing consumer tastes and continue to develop novel products that are capable of satisfying the evolving consumer tastes, there will be a negative impact on our revenue. Consumer demand is also influenced by the availability of substitutes on the market. As an Apple Premium Reseller, we are dependent on Apples continued success in capturing market share. In the event that other players are able to wrestle some of that market share away from Apple, our performance will be seriously affected. The industry is characterised by rapid technology changes and changing consumer preferences. Inability to keep abreast with such advances and changes will affect our business The demand for digital lifestyle products is dependent on consumer spending patterns. This is in turn dependent on various factors including the state of the economy, changes in income levels and changes in demographic profiles. A slow-down in the economy or lower income levels for example will affect discretionary consumer spending and have a negative impact on the demand for digital lifestyle products. The industry is characterised by rapid changes in technology, introduction of new products and services, and changing consumer needs, demands and preferences. As a result of this, we are required to constantly keep abreast of the changes in technology in the industry in order to provide the most up-todate digital lifestyle products and services to meet our customers needs, demands and preferences. If, for example, due to the loss of our relationship with our principals/distributors or for any other reasons and we are unable to provide the most up-to-date products and services to our customers, our products and services may become obsolete and our customers may go to our competitors who are able to do so. We are exposed to risks of stock obsolescence and price erosion The dynamic and competitive nature of the retail industry makes it difficult for us to forecast our sales and inventory needs. As a one-stop digital lifestyle products store, we are obliged to maintain a certain level of inventory to meet the demands of our customers. If we fail to anticipate the demands of our customers and manage our inventory effectively, we may accumulate large amounts of obsolete inventory. Due to this inventory forecast uncertainty, we are exposed to risks of any stock obsolescence and price erosion. In particular, Apple does not have a policy of disclosing information about new products before they are officially launched. As such, we are exposed to risks of accumulating stocks of older models which we may be unable to sell after the launch of the new products or which may have to be sold at discounted prices.

36

Historically, Apple and some of our other major third-party principals/distributors protect us against a loss in the value of inventory due to technological change or price reductions. Some of our principals/distributors may give us a rebate in the form of credit to be utilised against future purchases. These price protection schemes are not formalised in written agreements and will not in all cases protect us from declines in inventory value. There is no assurance that such practices will continue, or that we will be able to successfully manage our existing and future inventory. Any significant decline in inventory value in excess of inventory reserves could adversely affect our business. On the other hand, if we are too conservative in forecasting our sales and inventory needs, our inventory may not be able to handle an unexpected surge in demand from our customers. This will result in loss of potential sales and will adversely impact our financial performance. Please refer to the section entitled Inventory Management of this Prospectus for further details. We are subject to intense competition due to the low barriers to entry in our industry and may not be able to compete successfully The digital lifestyle products retail industry is competitive. The entry of new players into the industry will increase competitive pressure faced by existing operators, like us. There are few barriers to prevent a new player, who is prepared to invest time and effort into retailing the right products from entering into this industry. Should our competitors become more successful at meeting the requirements of our customers and gain market share at our expense, our future growth and profitability will be adversely affected. For most of the products we carry, we do not have exclusive reseller rights. For instance, we are not the only Apple reseller in Singapore and Apple has granted such rights to other resellers. While we expect the current good relationship with our principals to continue for the foreseeable future, there can be no assurance that there will be such continued relationships. We may also be adversely affected if they were to appoint additional resellers or if Apple were to decide to enter the retail market in Singapore and open an Apple Store directly. Our operations may be affected by the termination of our leases and/or increase in rent We lease all of our retail premises from third-party lessors under existing leases. Details of our leases can be found under the section entitled Properties and Fixed Assets of this Prospectus. The rental that we pay under these leases represents a substantial portion of our Groups total operating expenses. If for any reason, our lessors increase rental upon expiry of the current leases, this would result in a substantial increase in our operating costs which would affect our competitiveness. Moreover, if our existing leases are not renewed upon expiry, due to the size of our operations, there is no assurance that we may be able to lease alternative premises at comparable locations at the same rental. We may also lose customers if we are unable to renew our leases at current locations and have to move to new locations which our customers may be unaware of. If there is an increase in rental costs or if we are unable to renew our existing leases, our business and financial performance will be adversely affected. We are exposed to risk of loss from theft or fraud We may be subject to fraud when our customers do not use cash to pay for our products and/or services. For example, we may be subject to credit card fraud should our cashier accept a fake credit card for payment at our stores and we are not be able to claim the price of the products from the credit card company subsequently. We may also be subject to theft from our cash registers or shop-lifting at our stores, by either our own employees or customers. If we are unable to implement effective security measures to prevent such cases of fraud or theft, we may incur losses which will affect our business and financial performance adversely. Whilst our insurance policies cover some losses, our insurance may not be sufficient to cover all our potential losses. In the event such losses exceeds the insurance coverage or is not covered by the insurance policies we have taken up, we may be liable to cover the shortfall of the amounts claimed.

37

Our business is exposed to risks of bad publicity arising from complaints from customers Being in the retail industry, one important component of our operations lies in our interaction with our customers. Although we pride ourselves on providing excellent customer service, it is inevitable that we may, from time to time, be the subject of complaints from customers. The bad publicity arising from such complaints, regardless of whether these allegations are valid, would have an adverse effect on our business. Our business is exposed to risks of loss of market reputation The retail of digital products is highly dependent on businesses from tourists and repeat customers. With respect to repeat customers, factors such as the quality of customer service, the shopping experience and the reasonable pricing of the digital products are essential in ensuring their business. While we strive to address any customers complaint, there is no assurance that we will be able to adequately address all customers complaints. The bad publicity arising from such complaints and/or any legal proceedings arising out of such complaints would have an adverse effect on our business regardless of whether these allegations are valid. With respect to tourists, any bad publicity resulting in the Singapore Tourism Board blacklisting our stores will also adversely affect our business. We may be affected by an outbreak of diseases An outbreak of infectious diseases such as severe acute respiratory syndrome (SARS) and bird flu in the countries in which we operate may adversely affect our operations and financial performance. If an outbreak of such infectious diseases occurs in any of the countries in which we have operations in the future, consumer sentiment and spending could be affected and this may adversely affect our business and financial performance. Our staff and employees in these countries may also be affected by any outbreak of such infectious diseases and this may adversely affect our day-to-day operations, thereby adversely affecting our business and financial performance. Consumer and corporate spending on our products and services are dependent on the political and economic conditions in the world Terrorist attacks in Asia and other parts of the world and possible responses to such attacks have led to political and economic uncertainty and affected confidence in the economy both in Singapore and in other parts of the world. If there is a protracted economic slowdown due to political and economic uncertainty in the world, this would affect consumer and corporate spending on digital lifestyle products and services, which would affect our business and financial performance adversely.

RISKS RELATING TO OPERATIONS IN MALAYSIA

We are subject to the guidelines in Malaysia concerning foreign ownership of equity interest To ensure an equitable distribution of equity ownership in the corporate sector, the acquisition of assets or any interests, mergers and takeovers of companies and businesses incorporated or registered in Malaysia, are subject to the guidelines of the Foreign Investment Committee (FIC) which regulate both foreign and local investments in Malaysia. Under the present Guidelines on the Acquisition of Interests, Mergers and Takeovers by Local and Foreign Interests issued by the FIC (FIC Guidelines), which was issued on 1 August 2004 but had retrospective effect from 21 May 2003, the prior approval of the FIC is required, inter alia, for any proposed acquisition of 15% or more of the voting right of a Malaysian company by any foreign interest. Pursuant to the FIC Guidelines, companies which do not have any bumiputra equity or having less than 30% bumiputra equity are required to increase the bumiputra equity to at least 30%. The remaining equity shareholding can be held either by local interest, foreign interest or both. As at the date of this Prospectus, we have not applied to the FIC for approval in respect of our acquisition of the entire equity interest in Afor (Malaysia).

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Under the Guidelines on Foreign Participation in the Distributive Trade Services, Malaysia (Distributive Trade Guidelines) issued by the Ministry of Domestic Trade and Consumer Affairs on 1 December 2004, distributive trade is defined to include all linkage activities that channel goods and services down the supply chain to intermediaries for resale or to final buyers. Distributive traders include, inter alia, wholesalers and retailers who channel their goods in the Malaysian market. Pursuant to the Distributive Trade Guidelines, all proposals for foreign involvement in distributive trade must obtain the approval of the Committee on Distributive Trade (CDT), which comes under the purview of the Ministry of Domestic Trade and Consumer Affairs. Similar to the FIC Guidelines, the Distributive Trade Guidelines also impose a requirement of at least 30% bumiputra equity in companies with foreign participation carrying on distributive trade. As at the date of this Prospectus, we have not applied to CDT for approval in respect of our acquisition of the entire equity interest in Afor (Malaysia). Currently, we have no intention to apply for approval from the FIC or CDT in respect of our acquisition of the entire equity interest in Afor (Malaysia). Neither the FIC Guidelines nor the Distributive Trade Guidelines have the force of law as they are not legislation passed by Parliament or regulations made under any existing laws, and these guidelines do not impose any penalty for non-compliance. However, the FIC Guidelines and Distributive Trade Guidelines are enforced through other government authorities (such as the immigration department, land registries and the local town council) which may refuse to grant to companies which are not in compliance with the FIC Guidelines and/or Distributive Trade Guidelines, licences or permits that may be required under Malaysian law in relation to the operations of the company or reject any registrations relating to dealings in land or refuse to issue work permits for foreign employees of the company. Notwithstanding the foregoing, we may be required to apply for approval from FIC or CDT in the event that there are any changes in existing laws requiring us to do so. In order to secure the approval of the FIC or CDT, we may have to dilute our shareholding in our Malaysian subsidiary, namely Afor (Malaysia), such that we only hold 70% equity in this subsidiary within the period stipulated by the FIC or CDT by divesting to bumiputras and other Malaysians according to the shareholding spread prescribed by the FIC or CDT (as applicable). In such event, the contribution from our Malaysian subsidiary, Afor (Malaysia), to our business would be adversely affected, thereby reducing our revenue and profits. We are subject to the foreign exchange legislation and regulations in Malaysia Local and foreign investors are subject to Foreign Exchange Administration Rules in Malaysia. The rules are aimed to influence capital flows and facilitate currency risk management to promote financial and economic stability of Malaysia. These rules are reviewed regularly by Bank Negara Malaysia, the central bank of Malaysia, in line with the changing environment. As at the Latest Practicable Date, foreign investors are free to repatriate capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investments in Malaysia. Any future restriction by the rules on repatriation of funds may limit our ability on dividends distribution to our Shareholders or business expansion outside Malaysia.

RISKS RELATING TO OWNERSHIP OF OUR SHARES

Any future sales of our Shares by our Substantial Shareholders could adversely affect our Share price Any future sale or availability of our Shares can have an adverse effect on our Share price. The sale of a significant amount of Shares in the public market after the Invitation, or the perception that such sales may occur, could adversely affect the market price of Shares. These factors also affect our ability to sell additional equity securities. Except as otherwise described under the section Moratorium of this Prospectus, there are no restrictions imposed on our Substantial Shareholders to dispose of their shareholdings.

39

Control by our existing Shareholders could influence the outcome of decisions requiring the approval of Shareholders Messrs Jimmy Fong Teck Loon, Johnson Goh Ann Ann, Lam Wai Heng and Brenda Yeo are our Substantial Shareholders. Upon the completion of the Invitation, they will beneficially own approximately 71.5 per cent. of our Companys post-Invitation share capital. Therefore, they will be able to exercise significant influence over all matters requiring Shareholders approval, including the election of directors and the approval of significant corporate transactions. They will also have veto power with respect to any shareholder action or approval requiring a majority vote except where they are required by the rules of the Listing Manual to abstain from voting. Such concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Group which may benefit our Shareholders. Our share price may be volatile, which could result in substantial losses for investors purchasing shares pursuant to this Invitation Prior to this Invitation, you could not buy or sell our Shares publicly. An active public market for our Shares may not develop or be sustained following this Invitation. You may be unable to sell your Shares at or above the Issue Price. Further, the market price of our Shares may fluctuate significantly and rapidly in response to, inter alia, the following factors, some of which are beyond our control:Variations in our operating results Changes in securities analysts estimates of our financial performance Difference between our actual financial results and those expected by investors or analysts Announcements by our competitors or ourselves of gain or loss of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments Fluctuations in stock market price and volume Our involvement in litigation Investors in our Shares will face immediate and substantial dilution in the book value per Share and may experience future dilution Our Issue Price of S$0.33 per Share is substantially higher than our NTA per Share based on the postInvitation issued share capital. If we were liquidated for NTA immediately following the Invitation, each shareholder subscribing to the Invitation would receive less than the price they paid for their Shares. Details of the immediate dilution of our Shares incurred by new investors are described under the section entitled Dilution of this Prospectus. Future profitability or dividends are not assured No assurance as to future profitability or dividends can be given as these are dependent on future earnings and working capital requirements of our Company. In particular profit forecasts will depend on certain assumptions being achieved. Potential investors should note that there can be no guarantees with respect to the payment of dividends and return of capital. There has been no prior market for our Shares and this Offering may not result in an active or liquid market and there is a possibility that our Share price may be volatile Prior to the Invitation, there has been no public market for our Shares. Although we have made an application to the SGX-ST to list our Shares on Catalist, there is no assurance that an active trading market for our Shares will develop, or if it develops, be sustained. There is also no assurance that the market price for our Shares will not decline below the Issue Price. The market price of our Shares could be subject to significant fluctuations due to various external factors and events including the liquidity of our Shares in the market, difference between our actual financial or operating results and those expected by investors and analysts, the general market conditions and broad market fluctuations.

40

We may require additional financing in the future Although we have identified our future growth plans set out in the section entitled Future Plans of this Prospectus as the avenues to pursue growth in our business, the issue proceeds from the Invitation will not be sufficient to fully cover the estimated costs of implementing all these plans. We may need to obtain additional debt or equity to fund such expansion plans, acquisitions or capital expenditure. We are continuously evaluating expansion plans, which will require more funds. Accordingly, we are unable to predict the amount of funds required in the near future. If new shares placed to new and/or existing shareholders are issued after the Invitation, they may be priced at discount to the then prevailing market price of our Shares trading on Catalist, therefore, the issue of additional equity may result in the dilution to the holders of our Shares. If we fail to utilise the new equity to generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to a decline in our share price. In addition, debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that: Limit our ability to pay dividends or require us to seek consents for the payment of dividends; Increase our vulnerability to general adverse economic and industry conditions; Require us to dedicate a portion of our cash flow from operations to payments on our debts, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and Limit our flexibility in planning for, or reacting to, changes in our business and our industry. In addition, there is no assurance that we will be able to obtain any additional financing or on terms acceptable to us. If we are unable to procure the additional funding that may be required, our growth or financial performance will be adversely affected. Apart from the specific factors listed above and general business and economic conditions to which all commercial businesses are exposed to, we are of the view that we are not vulnerable in any material way to any other factors which can be reasonably anticipated.

41

INVITATION STATISTICS
Issue Price NTA NTA per Share based on the combined balance sheet of our Group as at 30 June 2007 adjusted for the Restructuring Exercise and the Share Split (Adjusted NTA):(a) before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 70,001,600 Shares after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 93,501,600 Shares 7.47 cents S$0.33

(b)

12.66 cents

Premium of Issue Price of S$0.33 over the Adjusted NTA per Share as at 30 June 2007:(a) before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 70,001,600 Shares after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 93,501,600 Shares 341.77%

(b)

160.66

Earnings Historical net EPS FY2007 and based on the pre-Invitation share capital of 70,001,600 Shares Historical net EPS had the Service Agreements been in effect for FY2007 and based on the pre-Invitation share capital of 70,001,600 Shares Price earnings ratio Historical PER based on the historical net EPS for FY2007 and the preInvitation share capital of 70,001,600 Shares Historical PER based on the historical net EPS had the Service Agreements been in effect for FY2007 and the pre-Invitation share capital of 70,001,600 Shares Net operating cash flow
(1)

4.96 cents

4.63 cents

6.65 times

7.13 times

Historical net operating cash flow per Share for FY2007, based on the pre-Invitation share capital of 70,001,600 Shares Historical net operating cash flow per Share for FY2007, had the Service Agreements been in effect for FY2007 and based on the pre-Invitation share capital of 70,001,600 Shares Price to net operating cash flow ratio Ratio of Issue Price to historical net operating cash flow per Share for FY2007, based on the pre-Invitation share capital of 70,001,600 Shares

5.23 cents

4.90 cents

6.31 times

42

Ratio of Issue Price to historical net operating cash flow per Share for FY2007, had the Service Agreements been in effect for FY2007 and based on the pre-Invitation share capital of 70,001,600 Shares Market capitalisation Our market capitalisation based on the post-Invitation share capital of 93,501,600 Shares and the Issue Price of $0.33
Note:(1)

6.73 times

30,855,528

Net operating cash flow is defined as profit after income tax attributable to equity holders with depreciation expense added back.

43

USE OF PROCEEDS
The net proceeds to be raised by our Company from the issue of the New Shares (after deducting the estimated issue expenses in relation to the Invitation, comprising listing fees, underwriting and placement commission, professional fees and other expenses, of approximately S$1.14 million) is approximately S$6.61 million.
AS A PERCENTAGE OF GROSS PROCEEDS FROM THE NEW SHARES (%) 51.6 33.7

PURPOSE Expansion of business operations (1) Working capital Invitation expenses: i. Listing fees and processing fees ii Professional fees and charges iii. Underwriting commission, placement commission and brokerage iv. Miscellaneous expenses Total
Note:(1)

AMOUNT OF PROCEEDS ($000) 4,000 2,612

70 660 213 200 7,755

0.9 8.5 2.7 2.6 100.0

As at the date of this Prospectus, our Company is still in the midst of evaluating the feasibility of various expansion opportunities, and as these are still preliminary, we are unable to provide any specific details regarding our expansion plans.

Please refer to the sections entitled Prospects and Future Plans of this Prospectus for further details on our plans above. Pending the deployment of the net proceeds as aforesaid, the funds will be placed in short-term deposits or money market instruments as our Directors may deem fit. There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by the Invitation.

44

DIVIDEND POLICY
Our Company has declared and paid interim dividends of S$350,000, S$156,200 and S$1,000,000 in FY2005, FY2006 and FY2007, respectively. Save as aforementioned, no dividend has been declared or paid by our Company or our subsidiaries in FY2005, FY2006, FY2007 and up to the Latest Practicable Date. We currently do not have a fixed dividend policy. We may declare annual dividends with the approval of the shareholders in a general meeting, but the amount of such dividends shall not exceed the amount recommended by our Directors. Our Directors may also declare an interim dividend. Future dividends will be paid by us as and when approved by our shareholders and Directors. Any such dividend payments will be subject to the level of our future earnings, cash flow, financial condition, projected levels of capital expenditures and investment plans, including such legal or contractual restrictions as may apply from time to time. For information relating to taxes payable on dividends, please refer to the section entitled Taxation of this Prospectus.

45

SHARE CAPITAL
Our Company (company registration number 200202930G) was incorporated in Singapore on 9 April 2002 under the Act as a private limited company under the name of Afor Pte. Ltd. Our Companys name was changed to Afor Limited on 10 December 2007. As at 30 June 2007, our issued and paid-up capital was S$315,006 comprising 315,006 ordinary shares. Pursuant to the completion of the Restructuring Exercise, our issued and paid-up share capital was increased to S$350,008 comprising 350,008 Shares. At an extraordinary general meeting held on 5 December 2007, our shareholders approved, inter alia, the following:(a) the sub-division of each ordinary share in the share capital of our Company into 200 ordinary shares (the Share Split); the conversion of our Company into a public limited company and the change of our name to Afor Limited; the approval of the listing and quotation of all the issued Shares (including the New Shares to be allotted and issued) on the Official List of the SGX-SESDAQ; the adoption of a new set of Articles of Association; the issue of 23,500,000 New Shares which are the subject of the Invitation on the basis that the New Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the existing Shares; and the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to (i) issue shares whether by way of rights, bonus or otherwise (including Shares as may be issued pursuant to any Instrument (as defined below) made or granted by our Directors while this Resolution is in force notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time of issue of such Shares), and/or 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 warrants, debentures or other instruments convertible into Shares,

(b)

(c)

(d) (e)

(f)

(ii)

at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem fit provided that the aggregate number of Shares issued pursuant to such authority (including Shares issued pursuant to any Instrument but excluding Shares which may be issued pursuant to any adjustments (Adjustments) effected under any relevant Instrument, which Adjustment shall be made in compliance 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 our Company), shall not exceed 50 per cent. of the issued share capital of our Company immediately after the Invitation, and provided that the aggregate number of such Shares to be issued other than on a pro rata basis in pursuance to such authority (including Shares issued pursuant to any Instrument but excluding shares which may be issued pursuant to any Adjustment effected under any relevant Instrument) to the existing Shareholders shall not exceed 20 per cent. of the issued share capital of our Company immediately after the Invitation, and, unless revoked or varied by our Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of our Company or the date by which the next Annual General Meeting of our Company is required by law to be held, whichever is the earlier.

46

As at the Latest Practicable Date, there is only one class of shares in the capital of our Company, being ordinary shares. A summary of the Articles of Association of our Company relating to the voting rights of shareholders is set out on in Appendix II of this Prospectus. There is no founder, management, deferred or unissued Shares reserved for issuance for any purpose. Details of changes in our issued and paid-up capital since 30 June 2007, being the date of our last audited financial statements and immediately after the Invitation are as follows:
Number of Shares Issued and fully paid ordinary shares as at 30 June 2007 Issue of new ordinary shares pursuant to the Restructuring Exercise Share Split New Shares issued pursuant to the Invitation Post-Invitation issued and paid-up share capital 315,006 35,002 70,001,600 23,500,000 93,501,600 S$ 315,006 35,002 350,008 6,612,000 6,962,008
(1)

Note:(1) The issued and paid up capital of $6,612,000 arising from the issue of New Shares is derived after deducting estimated expenses of approximately $1.14 million incurred in connection with the issue of such New Shares.

The capital and reserve of our Company as at 30 June 2007, after adjustments to reflect the Restructuring Exercise and the Share Split and the issue of the New Shares pursuant to the Invitation are set out below. This should be read in conjunction with the financial statements:After the Restructuring Exercise and the Share Split S$

As at 30 June 2007 S$ Capital and reserve Issued and paid-up ordinary shares Accumulated profits Total Capital and Reserve

After the Invitation S$

315,006 4,875,869 5,190,875

350,008 4,875,869 5,225,877

6,962,008 4,875,869 11,837,877

Save as disclosed in the section Restructuring Exercise, there are no significant changes in the percentages of ownership of our Company held by our Directors and our Substantial Shareholders within the three years preceding the date of this Prospectus.

47

SHAREHOLDERS

OWNERSHIP STRUCTURE
The shareholders of our Company and their respective shareholdings immediately before and after the Invitation are set out below:Before the Invitation Direct Interest Deemed Interest Number of Number of Shares % Shares % Directors Jimmy Fong Teck Loon (1) Johnson Goh Ann Ann Brenda Yeo (1) Siow Chee Keong (2) Lee Keen Whye (2) Liu Zhipeng (2) Substantial Shareholders (other than Directors) Lam Wai Heng Christina Wong Chan Chan Public (including Reserved Shares) (2) Total 5,933,800 3,150,000 70,001,600 8.48 4.50 100.00 5,933,800 3,150,000 23,200,000 93,501,600 6.35 3.37 24.81 100.00 (3) After the Invitation Direct Interest Deemed Interest Number of Number of Shares % Shares %

50,837,800 9,450,000 630,000

72.62 13.50 0.90

630,000 50,837,800

0.90 72.62

50,837,800 9,450,000 630,000 100,000 100,000 100,000

54.37 630,000 10.11 0.67 50,837,800 0.11 0.11 0.11

0.67 54.37

Notes:(1) (2) Jimmy Fong Teck Loon is deemed interested in the 630,000 Shares (0.67%) held by his wife, Brenda Yeo, and vice versa. Our Independent Directors, Siow Chee Keong, Lee Keen Whye and Liu Zhipeng will be offered 100,000 Reserved Shares each at the Issue Price in recognition for their future contributions to our Group. In the event that such Independent Directors accept any or all of the Reserved Shares offered to them, they may dispose of or transfer any or all their Shares after the admission of our Company to the Official List of Catalist. Does not add up to 100% due to rounding.

(3)

Mr Jimmy Fong Teck Loon, our Chief Executive Officer and Substantial Shareholder, is the husband of Ms Brenda Yeo, our Executive Director. Save as disclosed above, there are no other relationships between the Directors and Substantial Shareholders. The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the New Shares. Our Directors are not aware of any arrangement, the operation which may, at a subsequent date, result in a change in control of our Company. Save as disclosed above, our Company is not directly or indirectly owned or controlled by another corporation, any government or other natural or legal person whether severally or jointly. There has not been any public take-over offer by a third-party in respect of our Shares or by our Company in respect of the shares of another corporation which has occurred during the last or current financial year.

48

MORATORIUM
To demonstrate their commitment to our Group, our Companys Substantial Shareholders, namely Messrs Jimmy Fong Teck Loon, Johnson Goh Ann Ann, Lam Wai Heng and Brenda Yeo who will hold 50,837,800 Shares, 9,450,000 Shares, 5,933,800 Shares and 630,000 Shares in our Company, representing approximately 54.37%, 10.11%, 6.35% and 0.67% of our Companys enlarged issued and paid-up capital after the Invitation, respectively, have undertaken not to transfer, assign, dispose or realise any part of each of their respective direct and indirect interests in our Company for a period of six months from the date of our Companys admission to the Official List of Catalist (the Initial Period) and for a period of six months after the Initial Period, not to sell, transfer, assign or otherwise dispose of more than 50% of each of their respective shareholdings held in our Company immediately after the Invitation.

49

CAPITALISATION AND INDEBTEDNESS

The following table shows our cash and cash equivalents and capitalisation:(a) (b) on an actual basis as at 31 October 2007; and as adjusted for the Invitation.

You should read this table in conjunction with the Independent Auditors Report on Combined Financial Statements for the Financial Years Ended 30 June 2005, 2006 and 2007 set out in Appendix I in this Prospectus and the related notes under the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations.
$000
Actual as at 31 October 2007 3,900 As adjusted for the Invitation 10,512

Cash and cash equivalents Short term debt: Secured Unsecured

23 23

23 23

Long term debt: Secured Unsecured

23

Total indebtedness Capital and reserve: Share capital Foreign exchange translation reserve Accumulated profits Total capital and reserve Total capitalisation and indebtedness

23

480 5,284 5,764 5,787

7,092 5,284 12,376 12,399

As at the Latest Practicable Date, we have unsecured short term loans amounting to approximately S$705,867 comprising invoice financing and hire purchase for the acquisition of a van. Please refer to the next page and the section entitled Capital Expenditures, Divestments and Commitments of this Prospectus respectively for their details. Save as disclosed above, there were no material changes in our total capitalisation and indebtedness, except for changes in our accumulated profits arising from the day-to-day operations in the ordinary course of our business.

50

Details of our bank facilities as at the Latest Practicable Date are as follows:Amount Utilised 1.75% per annum over OCBCs prevailing prime lending rate calculated on daily balance with monthly rests / Not applicable Afor Limited Up to 2% per annum over OCBCs prevailing prime lending rate or SIBOR, whichever is applicable Afor Limited Afor Limited Interest Rate / Tenor Facilities used by Security

Financial Institutions

Type

Facilities Available

OCBC

(1)

Overdraft

S$50,000

Fresh Charge of Cash and Security Agreement (First Party) for fixed deposits amounting to not less than S$290,000. Fresh Charge of Cash and Security Agreement (First Party) for ACU fixed deposits amounting to not less than US$660,000.

(2)

Letter of Credit

S$500,000

(3)
(1)

Bankers Guarantees Not applicable / up to 6 months

S$600,000 US$660,000

S$170,000 US$880,000

1% per annum as at the Latest Practicable Date Afor Limited

Existing Deed of Guarantee and Indemnity for S$1,370,000 from Jimmy Fong Teck Loon. Existing Deed of Guarantee and Indemnity for US$1,200,000 from Jimmy Fong Teck Loon.

(4)

Foreign Exchange Trading Line

51
S$679,743.38 4.05% per annum / 7 November 2007 to 30 January 2008 0.8% per annum / 15 November 2007 to 15 November 2008 US$300,000

S$2,000,000 (for forward contracts up to 6 months) US$ 8,000,000 (for forward contracts up to 12 months)

OCBC

Invoice Financing

S$679,743.38

Afor Limited

Citibank N.A.

Bankers Guarantee

US$300,000

Afor Limited

Cash advance US$300,000

payment

of

Note:-

(1)

Subject to a maximum of S$600,000 and the S$ equivalent of US$660,000.

RELEASE OF PERSONAL GUARANTEES

Subsequent to the Invitation, our Chief Executive Officer and Substantial Shareholder, Mr Jimmy Fong Teck Loon, intends to obtain a release and discharge of the above guarantee from OCBC by substituting the same with other securities from our Group acceptable to OCBC. Should the terms and conditions of our existing facilities be affected by the withdrawal of the above guarantee, our Directors are confident that with our listing status and strengthened financial position due to the expected proceeds from the Invitation, we should be able to secure alternative credit facilities on terms similar to those applicable to the current facilities. Until such alternative credit facilities are obtained, Mr Jimmy Fong Teck Loon will continue to guarantee the facilities.

CONTINGENT LIABILITIES
As at the Latest Practicable Date, we have contingent liabilities of S$170,000 and US$880,000 in respect of the bankers guarantees. These bankers guarantees were provided to Apple for trade facilities granted by Apple to our Group for purchase of Apple brand products. Save as disclosed above, our Group had no other borrowings or indebtedness and liabilities under acceptances (other than normal trading bills) or acceptance credits, mortgages, charges, obligations under finance leases, guarantees or other material contingent liabilities.

52

DILUTION
Dilution is the amount by which the Issue Price paid by the subscribers of our Shares in this Invitation exceeds our NTA per Share after the Invitation. Our NTA per Share as at 30 June 2007 adjusted for the Restructuring Exercise and the Share Split, before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 70,001,600 Shares was 7.47 cents per Share. Pursuant to the Invitation in respect of 23,500,000 New Shares at the Issue Price, our NTA per Share as at 30 June 2007 after adjusting for the estimated net proceeds from the Invitation and based on the postInvitation share capital of 93,501,600 Shares would have been 12.66 cents. This represents an immediate increase in NTA per Share of 5.19 cents to our existing shareholders and an immediate dilution in NTA per Share of 20.34 cents or approximately 61.64% to our new investors. The following table illustrates the dilution per Share as at 30 June 2007:Cents Issue Price per Share NTA per Share based on the pre-Invitation share capital of 70,001,600 Shares Increase in NTA per Share attributable to existing Shareholders NTA per Share after the Invitation Dilution in NTA per Share to new public investors 33 7.47 5.19 12.66 20.34

There were no issues of Shares by us to our existing Shareholders during the period of three years prior to the date of this Prospectus. Save for the Restructuring Exercise, none of our Directors or Substantial Shareholders acquired Shares during the period of three years prior to the date of this Prospectus.

53

RESTRUCTURING EXERCISE
The following was undertaken in the Restructuring Exercise in preparation for the listing of our Company:(a) Acquisition of Afor (Malaysia) On 30 July 2007, our Company acquired the equity interests of the shareholders of Afor (Malaysia), namely, Messrs Seah Kok Wah (50%) and Lee Siew Ha (50%) for a cash consideration of RM1 each. As at 30 June 2007, Afor (Malaysia) had a net tangible liability of S$142. Pursuant to the acquisition, Afor (Malaysia) became our wholly-owned subsidiary. On 18 October 2007, our Company subscribed for additional 299,998 ordinary shares of RM1 each in Afor (Malaysia) for a total consideration of RM299,998. Pursuant to the said subscription, our total investment in Afor (Malaysia) increased from 2 to 300,000 ordinary shares. (b) Disposal of Shares by Mr Seah Kok Wah On 13 September 2007, Mr Seah Kok Wah disposed of his entire shareholdings in our Company, comprising 24,886 Shares, to Lam Wai Heng (5,986 Shares), Christina Wong Chan Chan (15,750 Shares) and Brenda Yeo (3,150 Shares) (the Purchasers) at a consideration of S$201,428.90, S$529,987.50 and S$100,012.50, respectively. The said consideration was based on an agreed price earning ratio of approximately three times of our Companys net profit after taxation for FY2007. Mr Seah Kok Wah is a founder of our Company, whom our Chief Executive Officer, Mr Jimmy Fong Teck Loon, got to know while they were both employed by the Sun Microsystems Inc.s subsidiaries in Singapore and Malaysia. Mr Seah Kok Wah has never been involved in the day-to-day operations and management of our Company. He currently operates and manages an IT company, Bimbit.com.Sdn Bhd (Bimbit) in which he is the major shareholder. Bimbit is an online retailer of music and sells prepaid cards to end users to download music files from its website. Our Directors understand that Mr Seah Kok Wah had disposed of his said Shares in our Company in order to focus on and expand his other businesses which include Bimbit and investments in property and IT in Hong Kong, Malaysia and the Peoples Republic of China. Mr Seah Kok Wah and the Purchasers have confirmed that there is no agreement, arrangement or understanding between each of the Purchasers and him to the effect that the Purchasers is his nominee or holding the shares in trust for him. (c) Disposal of Bonus Resources Limited (Bonus) Pursuant to a sale and purchase agreement dated 19 September 2007 entered into between our Company and Mr Seah Kok Wah, a shareholder of Bonus, our Company disposed of 33 shares in the capital of Bonus, representing our entire 33.3% shareholdings in Bonus for a cash consideration of S$1. (d) Acquisition of ACDC Pursuant to a sale and purchase agreement dated 20 November 2007 entered into between our Company and the shareholders of ACDC, namely, Messrs Jimmy Fong Teck Loon and Lam Wai Heng, our Company acquired 99.997% (35,001 ordinary shares) and 0.003% (1 ordinary share) respectively of their equity interests in ACDC for a consideration of S$22,364 and S$2. The purchase consideration was based on the audited NTA of ACDC of S$22,366 as at 30 June 2007 and was satisfied by the issue and allotment of 34,998 Shares and 4 Shares to Messrs Jimmy Fong Teck Loon and Lam Wai Heng, respectively. Pursuant to the acquisition, ACDC became our wholly-owned subsidiary. (e) Transfer of Shares held in trust by Mr Jimmy Fong Teck Loon Mr Jimmy Fong Teck Loon had on 23 November 2007 transferred 47,250 Shares and 23,678 Shares, which were held in trust, to Messrs Johnson Goh Ann Ann and Lam Wai Heng, respectively. Under the trust arrangement, Mr Jimmy Fong Teck Loon held the said shares in trust, dealing with all matters and exercising all rights in respect thereto on behalf of Messrs Johnson Goh Ann Ann and Lam Wai Heng. 54

GROUP STRUCTURE
Our Group structure after the Restructuring Exercise and as at the Latest Practicable Date is as follows:We do not have any associated company and the details of each subsidiary of our Company as at the date of this Prospectus are as follows:-

Afor Limited

100% ACDC

100% Afor (Malaysia)

Name

Date and place of incorporation 29 April 2002 Singapore

Principal place of business Singapore

Principal business

Issued and paid-up share capital

Percentage owned 100%

ACDC

Investment holding. S$35,002 Currently holds the lease for the retail outlet at Suntec City Mall(1) Retail of Apple brand products and complementary products RM300,000

Afor (Malaysia)

2 April 2007 Malaysia

Malaysia

100%

Note:(1) Our Group has informed the Suntec City Mall outlets landlord to prepare a novation agreement for sub-contracting the lease agreement from ACDC to our Company. As at the Latest Practicable Date, the landlord has reverted that they will be able to submit the novation agreement to their legal office.

None of our subsidiaries are listed on any stock exchange.

55

SELECTED GROUP FINANCIAL INFORMATION

The following selected group financial information should be read in conjunction with the full text of this Prospectus, including the Independent Auditors Report on Combined Financial Statements for the Financial Years Ended 30 June 2005, 2006 and 2007 as set out in Appendix I of this Prospectus and the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Prospectus. OPERATING RESULTS OF OUR GROUP
$000
Revenue Cost of sales Gross profit Other income Administrative expenses Selling and distribution costs Profit before income tax Income tax expense
(1)

FY2005 26,113 (22,410) 3,703 40 (1,929) (639) 1,175 (242)

(1)

FY2006 37,863 (32,276) 5,587 45 (2,394) (856) 2,382 (406) 1,976 2.82 2.11

FY2007 50,998 (43,247) 7,751 644 (3,147) (914) 4,334 (861) 3,473 4.96 3.71

Profit after income tax attributable to equity holders Basic EPS (cents)
(1) (2)

933 1.33

EPS as adjusted for the Invitation (cents)

(3)

1.00

Notes:(1) Had the Service Agreements been in effect for FY2007, our profit before income tax and profit after income tax attributable to equity holders and basic EPS for FY2007 would have been approximately S$4,051,000, approximately S$3,241,000 and 4.63 cents respectively. For comparative purposes, basic EPS for the period under review is computed based on profit after income tax attributable to equity holders and the pre-Invitation share capital of 70,001,600 Shares. For comparative purposes, EPS as adjusted for the Invitation has been computed based on profit after income tax attributable to equity holders and the post-Invitation share capital of 93,501,600 Shares.

(2)

(3)

56

FINANCIAL POSITION OF OUR GROUP (1)

$000
Non-current assets Plant and equipment Investment in an associate 310 310 Current assets Inventories Trade and other receivables Cash and cash equivalents 3,828 3,178 3,543 10,549 Less: Current liabilities Trade and other payables Current income tax payable 4,676 906 5,582 Net current assets Less: Non-current liabilities Deferred tax liabilities Net assets 51 5,226 4,967 As at 30 June 2007

Capital and reserve Share capital Accumulated profits 350 4,876 5,226 NTA per Share (cents)
(2)

7.47

Notes:(1) The combined financial statements of our Group for the period under review have been prepared on the basis that our Group has been in existence throughout the period under review. Please refer to the combined financial statements in Appendix I of this Prospectus. The NTA per Share is computed based on the net assets of our Group and the pre-Invitation share capital of 70,001,600 Shares.

(2)

57

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations for the past three financial years ended 30 June 2007 should be read in conjunction with the Independent Auditors Report on Combined Financial Statements for the Financial Years ended 30 June 2005, 2006 and 2007 found in Appendix I to this Prospectus and the related notes elsewhere in this Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those projected in the forward looking-statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly in the section entitled Risk Factors of this Prospectus. OVERVIEW
We are a one-stop premium retailer specialising in the sale of Apple brand products and its complementary products. Our products are sold to the retail market through our EpiCentres located in Wheelock Place and Suntec City Mall. In September 2007, we opened our EpiCentre@Pavilion at Pavilion Kuala Lumpur in Malaysia. Our products may be categorised primarily into the following groups:(a) Apple Brand Products As an Apple Premium Reseller, we retail Apple brand products which include iPods, Macs, Apple TV, accessories (like earphones, armbands, charging docks, keyboards, mouse, remotes, cable, connectors and adaptors) and a variety of software. In addition, to complement our sale of Apple brand products, we also offer AppleCare Protection Plans which extend the service and support coverage for the customers Apple brand products beyond the original one year warranty period. The additional warranty periods are one year for iPods and two years for Macs. (b) Third-Party and Proprietary Brand Complementary Products and Other Products (i) Third-Party Brand Complementary Products While keeping our primary objective of being a premium reseller of Apple brand products in Singapore, we also source for complementary products of other brands to meet the varied needs of our customers. Where applicable, we would secure exclusive distribution rights from these third-party manufacturers and suppliers to sell and distribute their respective products. Products offered under third-party brands complement our Apple brand products. The more popular third-party brands we offer are Bose, Belkin, DLO, Specks, V-moda, and Griffin relating to products such as earphones, FM transmitters, speakers and protective casings. We also offer a wide range of software such as Adobe (creative software), Microsoft (operating systems and office software), Roxio (CD-Rom disc burning software), Symantec (anti-virus software). (ii) Proprietary Brand Complementary Products We started to market and retail a range of complementary products under our own proprietary brand, iWorld, in December 2004 as part of our strategy to capitalise on our strengths in the complementary products business. Our proprietary brand complementary products are designed and manufactured to meet the requirements of our customers. These products include protective casings and FM transmitters. Although we do not manufacture these products, we keep an inventory of them. These products are manufactured by thirdparty OEM or ODM.

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(iii)

Other products We carry other products which appeal to our gadget savvy customers. Some of these include the Xbox and gaming software.

Revenue Revenue is largely derived from the sale of products that we carry, which comprise Apple brand products, third-party and proprietary brand complementary products, and other products. Our products are sold mainly to retail customers and tourists. In addition, we also participate in trade shows which accounted for 2.3% and 6.6% of our revenue for FY2006 and FY2007, respectively. As an Apple Premium Reseller, the focus of our products will be Apple brand products. Apple will monitor the level of inventory held by our Company on a weekly basis to ascertain the level of sales for the respective lines of Apple brand products. Apple will work closely with our Company on sales promotions and new product launches, and may give preference to our Company as an Apple Premium Reseller on the supply of certain Apple brand products. Apple has a consistent pricing policy for all Apple brand products and gives volume discounts, sales incentives and rebates to selected Apple brand products resellers. There is no minimum level of inventory that our Company is contracted to buy and Apple will offer resellers price protection in relation to inventory acquired shortly before a price revision for the respective Apple brand products. Third-party and proprietary brand complementary products, and other products generally have higher gross profit margin than Apple brand products, but are more susceptible to changes in consumer trends and tastes. As we only opened EpiCentre@Pavilion in Kuala Lumpur, Malaysia, in September 2007, Singapore has been our only geographical market for FY2005, FY2006 and FY2007. The major factors that will affect our revenue include:(a) the state of the economies in which we operate our retail outlets. A strong and growing economy will lead to an increase in demand for digital lifestyle products and services; the demand for Apple brand products, the ability of Apple to continue to develop novel products that are capable of satisfying the evolving consumer taste and availability of substitutes on the market for Apple brand products; our ability to anticipate the demands of our customers and consequently our effective management of our level of inventory; our ability to secure good locations for our retail outlets; and our ability to retain Apple and other major principals/distributors.

(b)

(c)

(d) (e)

Please refer to the Section Risk Factors of this Prospectus for more information on other factors which may affect our business operations, revenue and overall financial performance. Seasonality Sales of our products are seasonal in nature. Demand for our products generally increases during the festive seasons and sale events as well as when there are new products launched by Apple or at IT exhibitions.

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Cost of sales Cost of sales represented approximately 85.8%, 85.2% and 84.8% of our revenue for FY2005, FY2006 and FY2007 respectively. The costs of products we purchase constitute more than 99% of our cost of sales. Currently, we have distributorship and dealership arrangements with 52 principals/distributors and carry 74 brands of products. Apart from Apple brand products, we carry various brands including Bose, Belkin, DLO, Specks, V-moda, and Griffin. Factors affecting our cost of sales include, inter alia, the following:(a) our ability to negotiate for the most favourable terms with our principals/distributors through our constant engagement with them and provision of relevant market feedback, thereby allowing more flexibility in our purchases and inventory planning; and our ability to minimise the risk of inventory obsolescence due to rapid changes in technology, introduction of new products and changing consumer needs, demands and preferences.

(b)

The above should be read in conjunction with the section Risk Factors of this Prospectus. Other income Other income comprises mainly interest income, net gains in foreign exchange exposure, sponsorship income and marketing income. Sponsorship income relates to reimbursements by our suppliers for work done on shelves allocated for the suppliers products, or reimbursement by our landlord for certain renovation expenses. Marketing income relates to the marketing development funds obtained from Apple for Apple-endorsed promotional events. Administrative expenses Administrative expenses consist mainly staff related expenses (including salary, bonus, wages, Directors remuneration, CPF, FWL, SDF, staff benefits and training costs), premises related expenses (including rental expenses, depreciation, office supplies, security expenses and insurance) as well as expenses arising from lease of equipment, printing and stationery, telephone, internet, water and electricity. Selling and distribution costs Selling and distribution costs include advertising and promotion expenses, transport, travelling and accommodation expenses, staff commissions and credit card charges. Income tax expense Our Company, which operates only in Singapore for the last three financial years are taxed in accordance with the Singapore corporate tax rate.
($000) Income tax expense PBT Effective tax rate (%) FY2005 242 1,175 20.6 FY2006 406 2,382 17.0 FY2007 861 4,334 19.9

RESULTS OF OPERATIONS
The following table sets out a breakdown of our revenue and gross profit by product and for the past three financial years ended 30 June 2005, 30 June 2006 and 30 June 2007. This analysis should be read in conjunction with the combined financial statements and the related notes included elsewhere in this Prospectus.

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Review of Past Performance by Product Segment

Revenue
FY2005 $000 % Apple brand products Third-party and proprietary brand complementary products and other products 22,218 3,895 85.1 14.9 FY2006 $000 % 28,624 9,239 75.6 24.4 FY2007 $000 % 38,837 12,161 76.2 23.8

26,113

100.0

37,863

100.0

50,998

100.0

Gross profit
FY2005 $ 000 % Apple brand products Third-party and proprietary brand complementary products and other products 4,527 (824) 122.3 (22.3) FY2006 $ 000 % 2,881 2,706 51.6 48.4 FY2007 $ 000 % 2,008 5,743 25.9 74.1

3,703

100.0

5,587

100.0

7,751

100.0

Gross margin
FY2005 Apple brand products Third-party and proprietary brand complementary products and other products Overall
Note:(1) The negative margin of third party and proprietary brand complementary products and other products was attributed to a pricing strategy in which these products were bundled as free gifts.

FY2006 10.1% 29.3%

FY2007 5.2% 47.2%

20.4% n.m.

14.2%

14.8%

15.2%

Review of Past Performance by Geographical Location For FY2005, FY2006 and FY2007, our revenue was derived from our operations in Singapore and therefore, no geographical segments are presented. FY2006 vs FY2005 Revenue Our revenue increased by approximately S$11.8 million or 45.2% from approximately S$26.1 million in FY2005 to approximately S$37.9 million in FY2006. The increase was mainly due to the increase in revenue from Apple brand products, third-party and proprietary brand complementary products and other products of approximately S$6.4 million and S$5.3 million respectively.

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The increase in revenue from Apple brand products amounting to approximately S$9.2 million was mainly due to the increase in sales volume in Apple brand desktop/laptop accessories, iPod and iPod accessories, driven by our increased marketing and promotion efforts as well as the introduction of new Apple brand products, such as Macs with Intel-based chipset and the new iPod. Please refer to the section entitled Marketing and Promotion Promotional Activities of this Prospectus for details of our marketing and promotion efforts. The increase is partially offset by the decrease in revenue from Apple brand desktops and laptops of approximately S$2.8 million. In January 2006, Apple announced that it planned to replace the existing chipset with an Intel-based chipset over the next half year. Our Directors believe that the main reason for the decrease in revenue from Apple brand desktops and laptops is mainly due to potential buyers holding back their purchases in anticipation of the introduction of the new line of Apple brand desktops and laptops. The increase in revenue from third-party and proprietary brand complementary products and other products was mainly due to an increase in revenue from iPod accessories. During the year, we expanded our retail floor area from 1,750 sq ft to 4,068 sq ft at Wheelock Place. As a result of the expansion, our range of iPod accessories has expanded significantly. Sales of Apple brand products increased with our expansion. Gross profit Our gross profit increased by approximately S$1.9 million or 51.4% from approximately S$3.7 million in FY2005 to approximately S$5.6 million in FY2006, mainly due to an increase in gross profit from thirdparty and proprietary brand complementary products and other products of approximately S$3.5 million, partially offset by the decrease in gross profit from Apple brand products of S$1.6 million. Overall gross profit margin increased from approximately 14.2% in FY2005 to approximately 14.8% in FY2006 mainly due to an increase in revenue and gross profit contribution from higher margin third-party and proprietary brand complementary products and other products. The decrease in gross profit and gross profit margin from Apple brand products was mainly due to our Company conducting in-house promotions and giving discounts, in response to increasing competition amongst existing Apple brand retailers as well as new entrants into the industry. The increase in gross profit from third-party and proprietary brand complementary products and other products was mainly due to the launch of new iPods by Apple during the year which led to a growth in revenue from third-party and proprietary brand complementary products and other products related to iPod. Other income Other income increased by approximately S$5,800 or 14.7% from S$39,500 in FY2005 to S$45,300 in FY2006. The increase in gain in exchange difference of S$11,800 was offset mainly by a decrease in sundry income of S$5,600. Administrative expenses Administrative expenses increased by approximately S$465,000 or 24.1%, from approximately S$1.9 million to approximately S$2.4 million, mainly due to an increase in staff related expenses and premises related expenses, as we expanded our retail floor area from 1,750 sq ft to 4,068 sq ft at Wheelock Place. In line with the increase in retail space, rental, staff related expenses and depreciation increased by approximately an aggregate of approximately S$647,000. The increase was offset mainly by the decrease in Directors remuneration of S$209,000 as no special bonuses were paid in FY2006 as compared to FY2005. Selling and distribution costs Selling and distribution costs increased by approximately S$217,000, or 34.0% from approximately S$639,000 to approximately S$856,000, mainly due to an increase in travelling and accommodation expenses, and credit card charges of approximately S$55,000 and S$168,000, respectively. The increase in travelling and accommodation expenses was mainly due to expenses incurred by our Directors who travelled overseas for marketing activities. The increase in credit card charges was in line with the general increase in revenue.

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Profit before income tax Profit before income tax increased by approximately S$1.2 million from approximately S$1.2 million in FY2005 to approximately S$2.4 million in FY2006 mainly due to the higher gross profit and less than proportionate increase in administrative expenses and selling and distribution costs. FY2007 vs FY2006 Revenue Our revenue increased by approximately S$13.1 million or 34.6% from approximately S$37.9 million in FY2006 to approximately S$51.0 million in FY2007. The increase was mainly due to the increase in revenue from Apple brand products and third-party and proprietary brand complementary products and other products of approximately S$10.2 million and S$2.9 million, respectively. During the year, our outlet at Suntec City commenced operations and contributed approximately S$4.4 million (approximately 8.6% of our revenue for FY2007) to the growth in our overall revenue. Revenue from Apple brand desktops and laptops increased by approximately S$7.7 million, while revenue from Apple brand desktop/laptop accessories, iPod and iPod accessories increased marginally amounting to approximately S$2.5 million. The overall increase in revenue from Apple brand products was in line with the increase in the sales volume of the said products. The increase in revenue from Apple brand desktops and laptops was mainly due to the introduction of Intel chip based desktops and laptops which have a more widely accepted system architecture. The revenue for other Apple brand products, including Apple brand desktop/laptop accessories, grew in tandem with the growth in revenue from Apple brand desktops and laptops. The increase in revenue from third-party and proprietary brand complementary products and other products was mainly due to our increased efforts in marketing and promoting third-party and proprietary brand complementary products and other products as well as iPod accessories. Gross profit Our gross profit increased by approximately S$2.2 million or 39.3% from approximately S$5.6 million in FY2006 to approximately S$7.8 million in FY2007, mainly due to the increase in gross profit from thirdparty and proprietary brand complementary products and other products of approximately S$3.0 million, which was partially offset by the decrease in gross profit from Apple brand products of approximately S$873,000. Overall gross profit margin increased from approximately 14.8% in FY2006 to approximately 15.2% in FY2007 with the increase in gross profit margin contribution from third-party and proprietary brand complementary products and other products which was offset by decrease in gross profit margin from Apple brand products. The decrease in gross profit and gross profit margin from Apple brand products was mainly due to our continual efforts, including price reductions, to promote Apple brand products to increase our market share amidst growing competition. The increase in gross profit and gross profit margin from third-party and proprietary brand complementary products and other products was mainly due to our ability to source overseas for a new range of lower cost products and in larger quantities. Other income Other income increased by approximately S$599,000, mainly due to an increase in sponsorship and marketing income of S$207,000 and S$294,000, respectively, as well as a gain in exchange differences of approximately S$92,000. The increase in sponsorship income is mainly due to reimbursement of certain expenses by suppliers for shelves allocated to their products as well as reimbursement of renovation costs by our landlord. The gain in exchange differences is mainly due to the appreciation of S$ against the US$ which is favourable to our foreign currency exposure position.

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Administrative expenses Administrative expenses increased by approximately S$753,000 or 31.5%, from S$2.4 million in FY2006 to S$3.1 million in FY2007, mainly due to the increase in staff related expenses and premises related expenses, as our store located in Suntec City Mall commenced operations in October 2006. Rental, staff related expenses and depreciation increased by an aggregate of approximately S$722,000. Selling and distribution costs Selling and distribution costs increased by approximately S$58,000 or 6.8%, from approximately S$856,000 in FY2006 to approximately S$914,000 in FY2007. The increase is mainly due to the increase in staff commission and credit card charges of approximately S$72,000 and S$71,000 respectively, in line with the increase in revenue. The increase is partially offset by a decrease in travelling and accommodation expenses and advertising and promotion expenses of approximately S$11,000 and S$74,000 respectively. Profit before income tax Profit before income tax increased by approximately S$1.9 million from approximately S$2.4 million in FY2006 to approximately S$4.3 million in FY2007, mainly due to the higher gross profit and less than proportionate increase in administrative expenses and selling and distribution costs. The increase in other income of S$599,000 also contributed to the increase in profit before income tax.

REVIEW OF FINANCIAL POSITION

As at 30 June 2007 Non-current assets Non-current assets comprise plant and equipment with net book value of approximately S$310,000. Our plant and equipment consist mainly of demo and office equipment, furniture and fittings and renovation. Current assets Current assets mainly comprise inventories, trade and other receivables and cash and cash equivalents. As at 30 June 2007, current assets amounted to approximately S$10.5 million or 97.1% of our total assets. Inventory was the largest component of our current assets, accounting for S$3.8 million or 36.2% of our current assets, while cash and cash equivalents accounted for approximately S$3.5 million or 33.3% and trade and other receivables accounted for approximately S$3.2 million or 30.5% of our current assets. Current liabilities Current liabilities mainly comprise trade and other payables and current income tax payable. As at 30 June 2007, current liabilities amounted to approximately S$5.6 million. Trade and other payables accounted for approximately S$4.7 million or 83.9% of our total current liabilities, while current income tax payable of approximately S$906,000 accounted for the balance of our current liabilities. Non-current liabilities Non-current liabilities comprise deferred tax liabilities of S$51,000. Capital and reserve As at 30 June 2007, our capital and reserve amounted to approximately S$5.2 million.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary
($000) Net cash from operating activities Net cash used in investing activities Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year FY2005 641 (54) (235) 352 858 1,210 FY2006 2,729 (401) (557) 1,771 1,210 2,981 FY2007 1,456 (180) (1,077) 199 2,981 3,180

FY2005

Net cash from operating activities

In FY2005, we generated net cash from operating activities before working capital changes of approximately $1.4 million. Net cash used in working capital amounted to approximately $749,000 mainly due to the increase in inventories and increase in trade and other receivables as we increased our credit sales and was partially offset by increase in trade and other payables of $74,000. After payment of income tax of approximately $7,000, we generated net cash from operating activities of approximately $641,000.

Net cash used in investing activities

Net cash used in investing activities of approximately $54,000 was mainly for acquisition of plant and equipment.

Net cash used in financing activities

Net cash used in financing activities of approximately $235,000 was due to increase in fixed deposits pledged with a bank of approximately $235,000 for bankers guarantee provided to Apple. FY2006

Net cash from operating activities

In FY2006, we generated net cash from operating activities before working capital changes of approximately $2.6 million. Net cash from working capital amounted to approximately $388,000 mainly due to the increase in trade and other payables of $2.3 million as we increased our average trade payables turnover days from 21 days to 43 days, partially offset by the increase in inventories of $1.6 million and trade and other receivables of $396,000 mainly due to increase in credit sales and increase in security deposit placed with our landlord. After payment of income tax of approximately $268,000, we generated net cash from operating activities of approximately $2.7 million.

Net cash used in investing activities

Net cash used in investing activities of approximately $401,000 was mainly due to the purchase of plant and equipment when we increased our retail space and renovation of our outlet at Wheelock Place.

Net cash used in financing activities

Net cash used in financing activities of approximately $557,000 was due to payments of dividends of approximately $506,000 and increase in fixed deposits pledged with a bank of approximately $50,000.

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FY2007

Net cash from operating activities

In FY2007, we generated net cash from operating activities before working capital changes of approximately $4.7 million. Net cash used in working capital amounted to approximately $2.9 million due mainly to the increase in inventories of $1.0 million and trade and other receivables of $2.5 million due to increase in credit sales as a result of increased corporate sales, increase in security deposit placed with our landlords and increase in advance payments to cash-on-delivery suppliers and for prepaid listing expenses. This is partially offset by the increase in trade and other payables of $561,000. After payment of income tax of approximately $291,000, we generated net cash from operating activities of approximately $1.5 million.

Net cash used in investing activities

Net cash used in investing activities of approximately $180,000 was mainly due to the purchase of plant and equipment when we opened our new retail outlet at Suntec City.

Net cash used in financing activities

Net cash used in financing activities of approximately $1.1 million was due to payment of dividends of $1.0 million and increase in fixed deposits pledged with a bank of approximately $77,000 for bankers guarantee provided to Apple. We financed our growth and operation through shareholders equity (including accumulated profits) and net cash generated from operating activities. Our principal uses for our cash have been for working capital purposes such as payment of inventories, financing of trade and other receivable balances, payment of dividend as well as fixed deposit pledged with a bank for bankers guarantee provided to Apple. As at 30 June 2007, we have no bank borrowings and have cash and cash equivalents of approximately S$3.5 million. As at the Latest Practicable Date, we have unsecured short term loans amounting to approximately S$705,867. Our Directors are of the opinion that, after taking into account the cash flows generated from the operations, our banking facilities and our existing cash and cash equivalents as at the Latest Practicable Date, we have sufficient working capital for present requirements.

CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS

Capital Expenditure and Divestments Capital expenditure and divestments made by us in FY2005, FY2006 and FY2007, and from 1 July 2007 to the Latest Practicable Date were as follows:1 July 2007 to the Latest Practicable Date

($000) Expenditures Plant and equipment Divestments Plant and equipment

*

FY2005

FY2006

FY2007

54

401

182

441*

n.m.

relate mainly to renovation cost for the setting up of the retail outlet at EpiCentre@Pavilion at Pavilion Kuala Lumpur.

The above capital expenditures were financed by internally generated resources, except for S$25,000 which was taken under hire purchase for a van which was acquired in August 2007.

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Commitments As at the Latest Practicable Date, we do not have any material capital commitment. Operating Lease Payment Commitments As at FY2007, we have operating lease payment commitments in respect of our retail outlets and storage space as follows:($000) Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 943,797 915,108

Our operating lease commitments comprise rent payable by us for the leased properties as disclosed in the section Properties and Fixed Assets of this Prospectus. We intend to finance the above operating lease commitments by internally generated funds. Contingent Liabilities Save for bankers guarantees provided for S$170,000 and US$880,000 as at the Latest Practicable Date, we do not have any material contingent liabilities.

INFLATION
In FY2005, FY2006 and FY2007, inflation did not have a material impact on the performance of our Group.

FOREIGN EXCHANGE EXPOSURE

Our reporting currency is in S$ and operation are primarily carried out in Singapore. However, we do transact in US$. The percentage of our revenue, purchases denominated in different currencies were as follows:FY2005 Percentage of revenue denominated in S$ Percentage of purchases denominated in S$ US$ FY2006 FY2007

100%

100%

100%

35.7% 64.3%

21.8% 78.2%

16.8% 83.2%

At present, we do not have any formal policy for hedging against foreign exchange explosure. We may consider hedging transactions when necessary and appropriate in the future. Prior to entering into any such hedging transactions, we will (a) put in place adequate procedures which must be reviewed and approved by the Audit Committee; and (b) seek the Boards approval for the adoption of the hedging policy.

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GENERAL INFORMATION ON OUR GROUP

HISTORY
Our history can be traced back to April 2002, when our founder Mr Jimmy Fong Teck Loon, together with three other partners (including Mr Seah Kok Wah who had disposed of his entire shareholdings on 13 September 2007), incorporated Afor Pte. Ltd. to set up the first AppleCentre in Singapore (please refer to the section entitled Restructuring Exercise for further details of the disposal of shares by Mr Seah Kok Wah). The AppleCentre embraced the move by Apple Computers Inc. (now known as Apple Inc.) to introduce one-stop retail outlets specialising in the sale of Apple brand products and its complementary products such as headphones, speakers and casings, serviced by well-trained sales personnel. The AppleCentre was designed to provide customers with an interactive retail experience where customers were able to test, touch and feel the showcased products prior to purchase, as well as to provide first hand product knowledge via seminars, personalised coaching and comprehensive after-sales services. Our AppleCentre is situated at Wheelock Place on Orchard Road to target our primary customer segment of lifestyle conscious customers. We started with an estimated retail floor area of 1,750 sq ft. In December 2005, we shifted to a larger unit of 2,992 sq ft in Wheelock Place and by July 2006, to cater to increasing business, we had expanded our retail floor area to the current 4,068 sq ft. In the same year, we also leased warehousing premises of approximately 1,765 sq ft at 15 Jalan Kilang Barat, Frontech Centre. In 2004, the increased affordability of iPods coupled with the iPod being made compatible with Windows operating systems led to an increase in demand for iPods and its accessories. Seeing the opportunity to capitalise on this increased demand for iPods and its accessories, we focussed on obtaining distributorship rights to an increased range of third-party brand iPod accessories such as DLO, AVOX, V-moda and Specks. Further, in line with our strategy to capitalise on the potential of brand extension, we began to actively expand our range of merchandise to include more specialised and innovatively designed accessories such as iPod accessories designed to be used in cars, media centres catered for iPods, FM transmitters and receivers for iPods and accessories for outdoor use. In December 2004, as part of our diversification plans and our vision to build a strong brand name of our own, we ventured into the sale of accessories for Apple brand products such as protective casings and FM transmitters under our proprietary brand, iWorld. Our iWorld products complemented our existing product range and enabled us to offer more choices to our customers at competitive prices. By 2006, observing a distinct growth in demand for personalised accessories, we expanded our range of products and introduced personalised accessories whereby our customers were able to incorporate their own personalised designs for the protective coverings for their iPods. In July 2006, as part of the renaming requirements by Apple, AppleCentres were rebranded as Apple Premium Resellers. In that same year, our Directors believe we were the first to be accorded the Apple Premium Reseller status in Asia. The Apple Premium Reseller status is only offered to retailers who are able to satisfy Apples prescribed standards in respect of various criteria including store location and layout, staff headcount and qualifications, marketing strategies and compliance with Apples guidelines. At the same time, as part of our rebranding exercise, we changed the name of our retail outlet at Wheelock Place from AppleCentre@Orchard to EpiCentre@Orchard to better reflect our own branding as a one-stop premium retailer. In October 2006, to further expand our business operations in Singapore, we opened our second store, EpiCentre@Suntec in Suntec City Mall with a gross floor area of approximately 1,000 sq ft. In line with our increased warehousing needs, we also moved our warehousing premises to 40 Jalan Pemimpin, Tat Ann Building, Singapore 577185 with increased warehousing area of approximately 6,700 sq ft. As part of overseas expansion plan, Afor (Malaysia) was incorporated in April 2007 to spearhead our Malaysian operations. In September 2007, we opened our EpiCentre@Pavilion at Pavilion Kuala Lumpur in Malaysia.

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We have been recognised by Apple for our growth rate and the quality of our service. In this regard, we have received a number of awards for our successful retailing efforts such as Best Apple Point-of-Sale (Retail Store) in Asia in 2006, Best Apple Service Provider in ASEAN in 2006 and Top Apple Point-ofSale (Retail Store) in Asia in 2007. Under our management team, our Groups business has grown substantially. Our revenue has increased from approximately S$7.7 million in our first year of operations to approximately S$51.0 million in FY2007, representing a compounded annual growth rate of 60.4%. Our number of staff has also grown in tandem with our growth from 9 employees in our first year of operations to 49 in FY2007.

BUSINESS OVERVIEW
Principal Activities We are a one-stop premium retailer specialising in the sale of Apple brand products and its complementary products. Our retail outlets are located at Wheelock Place and Suntec City Mall. In September 2007, we opened our EpiCentre@Pavilion at Pavilion Kuala Lumpur in Malaysia. We are an Apple Premium Reseller. Apple appoints Apple Premium Resellers, Apple Authorised Resellers and iPod Authorised Resellers. Apple Premium Resellers are usually appointed from Apple Authorised Resellers after having achieved prescribed standards in respect of various criteria set by Apple. iPod Authorised Resellers are only authorised to sell iPods. The salient terms of our distributorship agreement with Apple are as follows: (a) the appointment which is made on a non-exclusive basis. The current term is from 1 April 2007 to 30 September 2008; termination which is usually immediate in the event of a default or at any time upon 30 days written notice; and compliance with, inter alia, weekly sales and inventory reporting requirements, Apple Premium Reseller identity guidelines and any additional requirements as communicated by Apple from time to time.

(b)

(c)

Our products may be categorised primarily into the following groups:(a) Apple Brand Products As an Apple Premium Reseller, we retail Apple brand products which include iPods, Macs, Apple TV, accessories (like earphones, armbands, charging docks, keyboards, mouse, remotes, cables, connectors and adaptors) and a variety of software. In addition, to complement our sale of Apple brand products, we also offer AppleCare Protection Plans which extend the service and support coverage for the customers Apple brand products beyond the original one year warranty period. The additional warranty periods are one year for iPods and two years for Macs. For FY2007, Apple brand products accounted for approximately 76.2% of our revenue. (b) Third-Party and Proprietary Brand Complementary Products and Other Products For FY2007, approximately 23.8% of our revenue was derived from the sale of third-party and proprietary brand complementary products and other products. Currently, we have distributorship and dealership arrangements with 52 principals and carry 74 brands of products. We select our range of complementary products based on expected consumer demand, product quality, functionality, appearance, finishing, packaging and pricing. (i) Third-Party Brand Complementary Products While keeping our primary objective of being a premium reseller of Apple brand products in Singapore, we also source for complementary products of other brands to meet the varied needs of our customers. Where applicable, we would secure exclusive distribution rights from these third-party manufacturers and suppliers to sell and distribute their respective products. 69

Products offered under third-party brands complement our Apple brand products. The more popular third-party brands we offer are Bose, Belkin, DLO, Specks, V-moda, and Griffin relating to products such as earphones, FM transmitters, speakers and protective casings. We also offer a wide range of software such as Adobe (creative software), Microsoft (operating systems and office software), Roxio (CD-Rom disc burning software) and Symantec (anti-virus software). (ii) Proprietary Brand Complementary Products We started to market and retail a range of complementary products under our own proprietary brand, iWorld, in December 2004 as part of our strategy to capitalise on our strengths in the complementary products business. Our proprietary brand complementary products are designed and manufactured to meet the requirements of our customers. These products include protective casings and FM transmitters. We do not manufacture these products; however, we keep inventory of these products. These products are OEM or ODM by third-party manufacturers. We have full control over the concept and positioning of our proprietary brands and have the flexibility to market, sell and distribute merchandise under these brands in any markets and territories that we seek to develop, without having to seek any consent from Apple under our current distributorship agreement. There are no long-term manufacturing agreements with these third-party manufacturers and price and terms are negotiated on a batch by batch basis. (iii) Other products We carry other products which appeal to our gadget savvy customers. Some of these include the Xbox and gaming software. Current Range of Products We offer a wide range of products in order to cater to customers over a wide age group and a range of income levels. Our main product categories include input devices, laptops, desktops, printers, imaging and video products, data communication products, storage devices, multimedia products, business software, utility software, operating system software, reference software, publications, entertainment software and education software. (a) Apple Brand Products
Product Category Input Devices Product Model Keyboard Mouse iPod Shuffle (1) iPod Nano iPod Classic iPod Touch Apple TV (1) MacPro iMac (1) (Intel version) MacMini MacBook (1) MacBook Pro Flat Panel Cinema Display Airport Extreme (1) Base Station Airport Express (1) Base Station

Multimedia product

Desktop

Laptop

Imaging and Video Products Data Communication Products

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Product Category Software

Product Model iWork (1) Mac OS (1) Logic (1) Pro Final Cut (1) Express Final Cut Studio (1) Shake (1) Apple Remote Desktop (1) iLife (1) QuickTime (1) Xsan (1) GarageBand (1) Jam Pack .Mac (2) Cinema Tools (1) for Final Cut Pro Aperture (1) Universal

(1)

Notes: (1) (2) Trademarks of Apple Inc. Service mark of Apple Inc.

(b)

(i)

Main Third-Party Brand Complementary Products

Brand Belkin DLO Griffin XtremeMac V-moda Rain Specks Avox Moshi Product Category iPod accessories iPod accessories iPod accessories iPod accessories iPod accessories iPod/Desktop/Laptop accessories iPod/Desktop/Laptop accessories iPod accessories iPod/Desktop/Laptop accessories

(ii)

Proprietary Complementary Products

Brand iWorld Product Category iPod/Computer accessories

(iii)

Others Main Products

Brand Microsoft Koncept Bose Product Category Xbox/Games Computer table accessories Computer theatre sound system

We are not limited to any exclusive distributorship for the third-party brands we carry. To ensure that our products are in line with the prevailing consumer trends, we continually review our product range, evaluate brands with strong sales potential and source for such brands from distributors. It is also our intention to incorporate any potential brands with strong sales records into our merchandising portfolio. Our Sales Process At our EpiCentres, our customers may walk-in to view, test and purchase the products displayed. We display our entire range of Apple brand products and complementary products in order to provide a onestop shopping venue for our customers. As at the Latest Practicable Date, we have approximately 30 fulltime sales personnel at our EpiCentres to assist and advise our customers. All our sales personnel are trained and certified by the South East Asian operations of Apple. Further details on this may be found under the section entitled Staff Training.

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Apart from providing products to walk-in customers at our EpiCentres, we also provide products to corporate clients which include small and medium enterprises, government departments and other companies such as American Express International and Tan Tock Seng Hospital. Corporate clients contributed approximately 9.9% of our Groups revenue in FY2007. In addition, our customers may also access our website at http://www.epicentreorchard.com (the information on this website does not form part of this Prospectus) which provides information on our range of products and special promotions. Our contact particulars are also found on our website should customers have any queries or wish to place orders with us. For Apple brand products and most of our other complementary products, we purchase the goods from our principals and sell these goods to our customers. The goods are stored in our warehouse and retail outlets and are recorded as inventory in our financial statements. We retail these goods in our stores and receive payment for the goods from our customers. Risks related to this arrangement such as holding costs and inventory obsolescence are assumed by us for these goods. Value-Added and After-Sales Services In order to maintain our competitive edge, we offer a range of value-added and after-sales services. (a) Exchange/Return Policy Our customers may return any faulty product that they have purchased from our EpiCentres in its complete packaging for exchange. They may either exchange the product for the same item or for another item of equivalent or higher value and pay us the difference in value. This exchange/return policy is only valid for seven days from the date of purchase of the product and the customer has to produce a valid sales receipt. (b) iConcierge and After-Sales Service We have an iConcierge which provides consultancy services at our EpiCentres. Our iConcierge staff deal with all forms of inquiries as well as provide necessary assistance to customers such as upgrading of software and setting up of computer and network systems. The iConcierge also mans an after-sales support hotline that is in operation seven days a week during the operational hours of our EpiCentres. Customers who purchase products from us may call in at this hotline and our iConcierge staff will assist them to resolve problems over the telephone. We subcontract the service and repair works of Apple brand products to an Apple Authorised Service Provider which bills the customer directly for all service and repair works. (c) Trade-in Services We allow customers to trade in their iPods and Macs. This service was introduced in November 2005 and allows our customers to bring in their iPods and other Apple brand products for a valuation and trade-in for other Apple brand products. (d) Training on Use of Our Products We offer daily complimentary seminars on how to operate the iPod and Macs at EpiCentre@Orchard. In addition, our customers may also enrol for further training and workshop programmes on specialised topics on how to produce their own movies, make photo albums and slide shows as well as how to import and organise music and burn CDs. These training and workshop programmes are conducted either in small groups or on an individual basis and a fee is charged. (e) Membership Loyalty Programme We have a loyalty programme for customers who have purchased either an iPod or a Mac which provides them with various benefits such as discounts and priority to our iConcierge services. As at 30 June 2007, we have approximately 60,000 members in our loyalty programme.

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SEASONALITY
Our business is generally subject to the following seasonality patterns:(a) (b) retail demand is traditionally higher during festive seasons and sale events; and we would record higher revenue as and when there are new products launched by Apple or at IT exhibitions.

QUALITY ASSURANCE
We endeavour to supply our customers with high quality products at all times. Our commitment to quality is evidenced by our two-pronged strategy, involving:Quality commitment by our suppliers Our products are purchased from three sources, namely, Apple, third-party principals/distributors of international brands and third-party manufacturers of our proprietary brands. Apple Brand Products The Apple brand products we carry are produced by Apple, a global leader in electronic products. Apple invests in researching, developing and marketing leading edge products. (Note: The above information was obtained from the Apple Group website, www.apple.com) Information contained on the Apple Groups website does not constitute a part of this Prospectus. Third-Party and Proprietary Brand Complementary Products The products supplied by our principals/distributors generally come with a limited liability warranty and they will replace any products that are defective or do not comply with stated product specifications within the warranted period. When we receive the products from our principals/distributors, we check that the products are in accordance with what we have ordered in terms of model number and quantity. We also check that the physical packaging has not suffered any damage. Products carried under our proprietary brand, iWorld, are manufactured OEM or ODM by third-party manufacturers who are selected based on stringent evaluation of their technical and technological capabilities, product quality and reliability, product features, ability of the manufacturer to meet delivery deadlines, price competitiveness, after sales-service, financial stability and reputation of the manufacturer and its management team. We are not dependent on any one manufacturer nor do we have any long term agreements with any one of them. Our Directors do not envisage any problems selecting suitable manufacturers. Quality commitment to our customers Our commitment to quality extends to our interactions with our customers at our EpiCentres and after they buy our products. Our return/exchange policy allows customers to return any faulty product that they have purchased from our EpiCentres in its complete packaging for exchange within seven days from the date of purchase of the product. We have a back-to-back return policy arrangement with our suppliers for the products we sell. Historically, the number and amount of products which are returned by our customers pursuant to our return/exchange policy is insignificant. We welcome feedback from our customers as we believe that such feedback can assist us to better serve our customers. In this regard, we believe in interacting with our customers at our EpiCentres to better ascertain their requirements and to obtain their feedback.

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STAFF TRAINING
We recognise the invaluable contribution of our staff to the success of our business. Due to the nature of the products that we retail, it is insufficient for our staff to be equipped only with service skills; they have to acquire knowledge of the product. The training programme that we have serves to ensure that our employees clearly understand the nature of their respective jobs, our operational procedures, quality standards, regulations and corporate philosophy. The training programme also provides an avenue for communication and feedback between the management and other departments to instil a sense of discipline and to encourage commitment from our employees to our Company. Product knowledge As our industry is characterised by rapidly changing technology, we train our staff on an on-going basis to update them on the latest products and services in the industry. When new products are launched by principals/distributors, they may conduct courses on these new products. We may send our staff to attend these courses to acquire new product knowledge. Technical knowledge is also imparted through on-thejob training where the guidance and supervision is provided by the more experienced staff. In addition, we require that all our permanent sales personnel undergo annual on-line training on the different Apple brand products. The on-line training course is module-based and an Apple Product Professional certification is awarded upon completion. Service skills Other than technical training, our in-house training also includes orientation programmes for our new employees to familiarise them with the general working environment and work culture. There are also skills enrichment programmes for our sales personnel to improve their competencies in sales and service techniques. We conduct in-house briefings when required to discuss important issues relating to products or changes in policy to meet business requirements or improve customer relations. In addition, our training department has a collection of training materials for in-house staff training when necessary. We may also send our staff for external training courses depending on the requirements of their job specifications. We encourage our executives and sales staff to attend relevant external courses to upgrade their skills and knowledge by subsidising part of the fees for such courses. Such courses include (i) leadership development courses, (ii) finance, accounting and taxation courses, (iii) technical knowledge courses and (iv) inventory control management. Our net training expenditure amounted to approximately S$14,566, S$60,872 and S$64,315 for FY2005, FY2006 and FY2007 respectively, representing less than 2% of our total operating expenses for each of the respective financial years.

MAJOR CUSTOMERS
No customer accounts for 5% or more of our revenue during each of the past three financial years ended 30 June 2007. Our customers are mainly walk-in customers, whose individual expenditure at our various retail outlets does not constitute a significant percentage of our annual revenue. As such, we are not dependent on any single customer to the extent of 5% or more of our annual revenue.

CREDIT MANAGEMENT
For our retailing operations, our customers purchase our products off the shelves and all sales are conducted on a cash and carry policy. For our corporate clients, we usually deliver the products to their office premises. We may sell these products to them on credit terms. Our finance personnel will usually assess the creditworthiness of the client before granting any credit term of up to 30 days to the client. Factors which we take into consideration when granting credit terms to our customers include their financial background and creditworthiness, payment history and length of relationship with us, as well as the transaction volume. If we do not receive payment, we will send a reminder for payment and may commence legal action as a last resort. For the past three financial years, bad debts have been insignificant.

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Trade payables Generally, our principals/distributors grant us credit terms of 30 days from the date of delivery of products. Our trade payables turnover for the last three financial years ended 30 June 2007 were as follows:FY2005 Trade payables turnover days 21 FY2006 43 FY2007 38

We generally target to settle our trade payables within 60 days.

MAJOR SUPPLIERS
The following table sets forth our suppliers accounting for 5% or more of our total purchases for each of the past three financial years:As a percentage of our total purchases (%) FY2005 FY2006 FY2007 67.7 9.3 73.3 1.7 77.6 0.02

Major Suppliers Apple ECS Computers (Asia) Pte Ltd

Purchases from Apple increased from 67.7% of total purchases in FY2005 to 77.6% of total purchases in FY2007 mainly due to the increase in the retail space at Wheelock Place and the new outlet at Suntec City Mall as well as our Company purchasing iPods directly from Apple. ECS Computers (Asia) Pte Ltd (ECS) is one of the distributors for iPods in Singapore. For three months in FY2005, we purchased most of our iPod inventory through ECS. From FY2006 onwards, we reverted to purchasing our inventory of iPods directly from Apple. Our Directors are of the opinion that our Group is dependent on Apple as our supplier. Please see section entitled Risk Factors for more details. Save as disclosed above, all our purchases from other suppliers are below 5%. None of our Directors or Substantial Shareholders and the Associates of our Directors and Substantial Shareholders has any interest, direct or indirect, in any of our major suppliers set out above.

INVENTORY MANAGEMENT
We have put in place a computerised inventory management and control system for us to track and manage our inventory. Generally the inventory for sale is determined according to the anticipated demands for such merchandise, the sourcing and production lead time. We carry out inventory checks on a regular basis to review our inventory for potential stock obsolescence. Due to rapidly changing technology in the IT industry, we have to monitor our inventory closely to ensure that we carry the latest mix of products and that existing products which may be or become obsolete are returned to suppliers or disposed of in a timely manner, for example, by selling them at reduced prices in line with the distributors recommended discounts. We may make provision for our inventory by writing down the cost of inventory on selected items on a regular basis. However, we have not made any provisions for Apple brand products as our inventory turnover for such products is at an average of three weeks. Historically, Apple and some of our other major third-party principals/distributors protect us against a loss in the value of inventory due to technological change or price reductions. Some of our principals/distributors may give us a rebate in the form of credit to be utilised against future purchases. These price protection schemes are not formalised in written agreements and will not in all cases protect us from declines in inventory value. There is no assurance that such practices will continue, or that we will be able to successfully manage our existing and future inventory. Any significant decline in inventory value in excess of inventory reserves could adversely affect our business.

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Our average inventory turnover days from FY2005 to FY2007 were as follows:FY2005 Average inventory turnover days 18 FY2006 24 FY2007 28

Our inventory turnover days increased gradually over the last three financial years ended 30 June 2007 in line with increased sales of third-party and proprietary brand complementary products and other products as we purchased in bulk for economies of scale and lead time. Our inventory written off (net) and provision for stock obsolescence (net) for the past three financial years ended 30 June 2007 are as follows:FY2005 Inventory written off (net) ($000) Allowance for inventory obsolescence (net) ($000) Total ($000) Total as a % of revenue 94 94 0.4 FY2006 48 48 0.1 FY2007 54 54 0.1

MARKETING AND PROMOTION

Our Chief Executive Officer, Mr Jimmy Fong Teck Loon, spearheads our marketing and business development initiatives which are directed at business growth and formulating marketing strategies with regard to penetration into new geographical markets and developing major new customer accounts. He is assisted by our Chief Operations Officer, Mr Johnson Goh Ann Ann. Our marketing strategy is to position ourselves as a one-stop store by offering a comprehensive range of innovative products and services to meet our customers requirements. We seek to achieve this through the supply of quality products and the provision of good customer service and value-added services. The EpiCentre concept is unique and innovative as we distinguish ourselves from traditional retailers in the market and carry products that reflect contemporary lifestyles. Our Sales and Marketing Team By having an in-house marketing team, we are able to reduce advertising expenses and control the quality of our advertisements. Our marketing department has a staff strength of four. The team is involved in formulating marketing and advertising strategies, securing new brands and pursuing brand extension. As at the Latest Practicable Date, approximately 30 full-time sales personnel serve customers at our EpiCentre stores in Singapore and our EpiCentre@Pavilion. The sales function is organised along major classifications of product groups. This allows our sales personnel to acquire and or/further develop specific knowledge in each product group which in turn increases their level of proficiency in selling our range of products without losing focus on the needs of our customers. It also enables us to provide quick responses and quality services. We also obtain our customers feedback on the popularity of our products. Promotional activities Our principals/distributors generally advertise for their products. In addition, we also carry out the following promotional activities:(a) organising launches for new products;

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(b)

participating in trade shows, PC shows, road shows and other industry shows and exhibitions. At these shows, we set up booths to publicise our EpiCentre brand name and the products and services that we provide; advertising on print media, such as The Straits Times, Digital Life, The New Paper, Today and other magazines and banners; conducting joint marketing and promotion events with our principals/distributors as well as other lifestyle brands such as Nike and Calvin Klein; and participating in joint promotional activities organised by the operators of credit card companies or banks as well as the Singapore Tourism Board to leverage on the market reach of their promotional activities.

(c)

(d)

(e)

We obtain market development funding from Apple and such funds are used for the purposes of the Apple-endorsed promotional events. We also have a loyalty programme to attract and retain customers. As at 30 June 2007, we have approximately 60,000 members in our loyalty programme and they provide a pool of potential recurrent customers for our products and services.

INSURANCE
We insure our business for, inter alia, the following:(a) fire on stock in trade including furniture, fixtures and fittings, racking systems, plant and equipment, renovations, improvements and all other contents; public liability within Singapore; losses or delay in the shipment of our merchandise; losses caused by burglary including inventory at our EpiCentres and warehouse in Singapore; workmens compensation for our employees; group insurance policies for our employees and staff; and key man insurance for our Chief Executive Officer, Mr Jimmy Fong Teck Loon.

(b) (c) (d) (e) (f) (g)

Our Directors are of the view that the above insurance policies are adequate for our existing operations. However, significant damage to our operations, whether as a result of fire or other causes, may still have a material adverse effect on our results of operations or financial condition. We are not insured against loss of key personnel and business interruption. If such events were to occur, our business may be materially or adversely affected. Please refer to the section entitled Risk Factors of this Prospectus for more details.

INTELLECTUAL PROPERTY
As an Apple reseller and pursuant to the terms of our Apple Premium Reseller Contract, we are granted the right to use the Apple trademark in our ordinary course of business. In addition, we also use the trademarks of third-party brands in our advertisements and on the relevant third-party brand products that we sell. The right of use is obtained from these third-parties for each particular usage.

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Save as disclosed below, we do not use or own any other trademarks or intellectual property which are material to our business. We have filed trademark registrations for the following:Country of Registration

Trademark

Class

Application date

Status

Singapore T0408041J EPICENTRE

Notes:(1)

09

(1)

20 May 2004

Approved. Valid till 20 May 2014.

Singapore

35

(2)

18 September 2007

Application filed on 18 September 2007.

Class 09 is applicable to product types such as computers; computer game programs; computer keyboards; computer memories; computer operating programs (recorded); computer peripheral devices; computer programs (downloadable software); computer software (recorded); data processing apparatus; disk drives for computers; compact disc read-onlymemory; interfaces (for computers); loudspeakers; microprocessors; modems; monitors (computer hardware); monitors (computer programs); mouse (data processing equipment); mouse pads; notebook computers; notice boards (electronic); printers for use with computers; processors (central processing units); cards bearing data for use with computers; carriers adapted for computer discs; cartridges (software) for use with computers; cases adapted for computers; circuits for computers; compact disc players for use with computers, et cetera. Class 35 is applicable to the bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods from a retail outlet.

(2)

GOVERNMENT REGULATIONS
Save as disclosed below, as at the Latest Practicable Date, our business in Singapore is not subject to any special legislations or regulatory controls other than those generally applicable to companies and businesses incorporated in Singapore. We have thus far not experienced any adverse effect of any laws or regulations applicable to our business operations. Singapore

Regulation of Imports and Exports Act (Cap. 224A) (the Regulation of Imports and Exports Act) and Regulation of Imports and Exports Regulations (the RIER)
Under the Regulation of Imports and Exports Act, the Director-General of Customs appointed under section 4(1) of the Customs Act (Cap. 70) may, subject to the approval of the Minister of Trade and Industry, make regulations for the registration, regulation and control of all or any class of goods imported into, exported from, transhipped in or in-transit through Singapore. We are, by virtue of our import and export business, subject to the RIER. Pursuant to Regulation 37(1) of the RIER, the Director-General may maintain a register containing the particulars of importers, exporters, common carriers or any other person who desires to apply for a permit or any other form of approval under RIER. Our Company is registered in the aforesaid register with the registration number 72930020000D. The registration of our Company as an importer and exporter is specific to us and cannot be transferred. The registration is subject to the regulations as may be prescribed by the Director-General from time to time. Malaysia The Foreign Investment Committee (FIC) has set guidelines governing the acquisition of assets or interests, mergers and takeovers of companies to ensure Malaysian participation in ownership and control. Amongst others, the guidelines under the FIC (the FIC Guidelines) provide that, the approval of the FIC is required, inter alia, where there is (a) an acquisition of 15% or more of the voting power by any one foreign interest or associated group, or (b) an acquisition by foreign interests in the aggregate of 30% or more of the voting power of a Malaysian company and interest.

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Companies which do not have any bumiputra equity or having less than 30% bumiputra equity are required to increase the bumiputra equity to at least 30%. The remaining equity shareholding can be held either by local interest, foreign interest or by both. If we were to seek the FICs approval in respect of the acquisition of the shares of Afor (Malaysia), the FIC approval will be subject to the condition that Afor (Malaysia) increase its bumiputra equity to 30%. Equity condition imposed by the FIC must be complied with within two years from the date of FICs approval letter. The FIC Guidelines do not presently have the force of law as they are not legislation passed by Parliament or regulations made under any existing laws, and no penalty is imposed for non-compliance with the FIC Guidelines. However, the FIC Guidelines are enforced through the co-operation of certain government departments or agencies and a breach of the FIC Guidelines could lead to blacklisting or indirect sanctions by the relevant authorities by refusing to grant licenses or permits that may be required under Malaysian law in relation to the operations of the company, rejecting any registrations relating to dealings in land or refusing to issue work permits for foreign employees of the company. The approval of the FIC would have to be submitted together with applications for the registration of dealings with land and for work permits. The guidelines on Foreign Participation in the Distributive Trade Services, Malaysia (the Distributive Trade Guidelines) state that all proposals for foreign involvement in distributive trade must obtain the approval of the Committee on Distributive Trade, which comes under the purview of the Ministry of Domestic Trade and Consumer Affairs. As with the FIC Guidelines, the Distributive Trade Guidelines also imposes a requirement of at least 30% bumiputra equity in companies with foreign participation carrying on distributive trade. The Distributive Trade Guidelines do not have the force of law and no penalty is imposed with regard to non-compliance with the guidelines. However, enforcement of the Distributive Trade Guidelines is carried out in a manner similar to that of the FIC Guidelines i.e. enforcement is performed by other relevant government authorities by refusing to grant licences or permits that may be required under Malaysian law related to the operations of the company, rejecting any registration relating to dealings in land or refusing to issue work permits for foreign employees. For the above reasons, our Directors are of the view that we are not in breach of any laws or regulations in Malaysia for not seeking the approval of the FIC and the Committee on Distributive Trade with respect to our interest in Afor (Malaysia). In order to carry out business in Malaysia, we are required to apply for and obtain certain licences, such as trade licence, business premises licence and advertising licence, from the local government of the district and municipality in which our business is carried out. As at the Latest Practicable Date, we have applied for the relevant business and signage licences for Afor (Malaysia) to conduct our business and display our business premise signage, respectively. On 3 January 2008, we have received the business and signage licences issued by Dewan Bandaraya Kuala Lumpur. Save as disclosed above, our Directors confirm that as at the date of this Prospectus, our Company has obtained all necessary approvals and complied with the relevant laws and regulations that would materially affect the business operations.

RESEARCH AND DEVELOPMENT

As at the date of this Prospectus, we have not engaged in any significant research and development activities.

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COMPETITION
We operate in a competitive industry. As the products we carry are consumer products, each of the products we carry compete with other similar products under different brands names. We also compete with the other resellers or retailers who sell the same products as we do. There is no significant level of barriers to entry and it is possible for new entrants to establish a presence in the market. Typically, consumers seek value for their purchases, focusing on quality, price, style and functionality, according to their spending power. As such, different players in the industry may not necessarily compete directly with each other as they focus on different types of consumers. In general, the market for complementary products is fragmented with a large number of players and brands and relatively low barriers to entry. For Apple brand products, while we compete with all other Apple Authorised Resellers, we have identified the other Apple Premium Resellers in Singapore and Kuala Lumpur as our main competitors:Country Singapore Name Multimedia Integrated (S) Pte Ltd iShop by Club21 Pte Ltd Pacific City International Holdings Limited Mac @ Juzz1 by Juzz1 Holdings (S) Pte Ltd Kuala Lumpur Mac Studio Sdn. Bhd. Fresh Machines Sdn. Bhd. Location Funan IT Mall Orchard Cineleisure IMM Parkway Parade Plaza Low Yat Mid-Valley City

To the best of our knowledge, there are no published statistics or official sources of information with respect to industry statistics and the market share of our Company and our competitors. None of our Directors, Controlling Shareholders or Substantial Shareholders has any interest, direct or indirect, in any of the above competitors.

COMPETITIVE STRENGTHS
Notwithstanding the competition we face (each of the products competing with products of different brands and competition with other resellers of the same product), our Directors have identified several key factors that have and will continue to enable us to compete effectively. We believe our competitive strengths are as follows:Strong public image and customer confidence To the best of our knowledge, we are the first Apple Premium Reseller in Asia and are known for our excellent customer service and commitment to providing the best shopping experience. Despite our short presence in the industry, we have an established track record and a strong brand name. Building on our customers goodwill, we have approximately 60,000 loyalty customers and about 400 customers make purchases at our EpiCentre@Orchard and EpiCentre@Suntec on each business day. Our revenue has increased from approximately S$7.7 million in our first year of operations to S$51.0 million for FY2007. Our achievements include:1. 2. 3. 4. Best Apple Centre in Singapore in 2003 Best Apple Point-of-Sale (Retail Store) in Asia 2006 Best Apple Service Provider in ASEAN 2006 Top Apple Point-of-Sale (Retail Store) in Asia 2007

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One-stop service We are a one-stop concept store that aims to cater to our customers every need, from the primary product to a wide range of complementary products for the Apple brand products. We offer daily complimentary seminars on how to operate iPods and Macs at EpiCentre@Orchard. In addition, our customers may also enrol for further training and workshop programmes on specialised topics. We have an iConcierge which provides consultancy services at our EpiCentres. Our iConcierge staff deal with all forms of inquiries as well as provide necessary assistance to customers such as upgrading of software and setting up of computer and network systems. The iConcierge also mans an after-sales support hotline that is in operation seven days a week during the operational hours of our EpiCentres. We also provide trade-in services for iPods and Macs which other resellers currently do not. We believe that such value-added services set us apart from our competitors. Customer service-oriented approach Our selling approach has always been to place our customers needs first. We have implemented a selling policy whereby our sales team is encouraged to spend as much time as required with customers, and allowing customers as much time as needed to examine the various products of interest to them. The layout of our EpiCentres were designed to provide customers with an interactive retail experience where customers were able to view and test our full range of products which are showcased prior to purchase. As we believe that the aesthetics of an EpiCentre is important, we refurbish our retail outlets when necessary. Economies of scale We enjoy economies of scale due to the size of our operations. We are able to negotiate for more favourable pricing terms with third-party brand complementary product principals/distributors who are willing to supply the products to us at a lower price as we purchase in bulk. Due to lower costs from economies of scale, we may have more flexibility in the pricing of our third-party brand complementary products. Good relationships with our principals/distributors We have developed good working relationships with our principals. We were awarded the Best Apple Centre in Singapore in 2003, Best Apple Point-of-Sale (Retail Store) in Asia 2006, Best Apple Service Provider in ASEAN 2006 and Top Apple Point-of-Sale (Retail Store) in Asia 2007 by Apple. With respect our third-party brand complementary products, we have maintained long-term relationships with the respective principals/distributors and have not been terminated by any of them.

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PROPERTIES AND FIXED ASSETS

Our Group does not currently own any properties. We currently lease the following properties:Area leased (sq ft) (approximately) 4,068

Location 501 Orchard Road #02-20/21/22/23 Wheelock Place Singapore 238880

Use Retail Outlet

Tenure Three years commencing from 1 December 2005 with an option to renew for a further term of three years Two years commencing from 7 May 2006 to 6 May 2008 with an option to renew for a further term of two years Two years commencing from 1 November 2006 to 31 October 2008 with an option to renew for a further term of one year

Annual rental $353,916

Lessor Everbilt Developers Pte Ltd

15 Jalan Kilang Barat, Frontech Centre, Singapore 159357

Light Industrial Use

1,765

$33,888

Ho Bee Developments Pte Ltd

3 Temasek Boulevard #02-179/ 181/ 184/ 185/ 187, Suntec City Mall Singapore 038983

Retail Outlet

935

$168,300

HSBC Institutional Trust Services (Singapore) Limited as Trustee of Suntec Real Estate Investment Trust HSBC Institutional Trust Services (Singapore) Limited as Trustee of Suntec Real Estate Investment Trust Hermes Singapore (Retail) Pte Ltd Lee Wee Foon and Sylvia Tan Siew Lang

3 Temasek Boulevard #02-155A, Suntec City Mall Singapore 038983

Storage Outlet

100

Two years commencing from 1 November 2006 to 31 October 2008 with an option to renew for a further term of one year

$7,200

545 Orchard Road #12-11, Far East Shopping Centre Singapore 238882 40 Jalan Pemimpin, #03-01 Tat Ann Building Singapore 577185

Office Premises

1,744

Three years commencing from 1 December 2006

$79,524

Storage facility

6,700

Two years commencing from 1 May 2007 with an option to renew for a further term of two years

$105,600

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Location Central Plaza Suite 1706, 17th Floor, 34 Jalan Sultan Ismail, Kuala Lumpur Malaysia Lot 5.24.07 Level 5 Pavilion Kuala Lumpur 168 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia

Use Office premises

Area leased (sq ft) (approximately) 2,994

Tenure Two years commencing 1 August 2007 to 31 July 2009

Annual rental RM125,748

Lessor Malview Sdn Bhd

Retail Outlet

3,119

Three years commencing from 20 September 2007 to 19 September 2010 with an option to renew for a further term of three years

RM449,136

Urusharta Cemerlang Sdn Bhd

Our fixed assets consisting of renovations, demonstration equipment, office equipment and furniture and fittings had a net book value of S$310,031 as at 30 June 2007. To the best of our Directors knowledge and belief, there are no regulatory requirements that may materially affect our Groups utilisation of tangible fixed assets.

PROSPECTS
With improving quality of living in general and growing consumer affluence in South East Asian countries such as Singapore and Malaysia, our Directors believe that there is an apparent shift in consumer demand, from consumption of functional merchandise to aesthetic merchandise. Electronic goods have evolved from being merely functional to becoming fashion statements for consumers, with the myriad of designs, styles and colours available now. At our EpiCentres, we offer digital lifestyle products and are well-positioned to cater to the shifting trend. Barring unforeseen circumstances, our Directors are optimistic about the prospects for our business in view of the following factors in the foreseeable future:Growing Consumer Affluence The economic outlook for Singapore is expected to remain favourable in the foreseeable future. Consumer affluence and accordingly, consumer retail sales, had grown largely in line with the growth in the gross domestic product (GDP) and per capita GDP in Singapore over the past three years. In the last three years, the Singapore economy recorded relatively strong growth despite the volatility in the global economy as well as uncertainties arising from international terrorism. Singapore registered GDP growth rates(1) of 6.6% and 7.9% in 2005 and 2006 respectively. GDP per capita (1) in Singapore also registered growth of 4.1% and 4.5% in 2005 and 2006 respectively. The annualised growth rate for retail trade in Singapore in terms of operating receipt(1) is 12.0% and 11.8% in 2004 and 2005 respectively. The Malaysia economy also recorded good GDP growth rates(2) of 5.2% and 5.9% in 2005 and 2006 respectively. As we are expanding our operations into Malaysia, this bodes well for our Company. The Directors believe that the economic growth in Singapore as well as in Malaysia will continue to drive consumer spending in the retail sector. With growing affluence and improving lifestyle, digital goods are becoming part and parcel of an urbanites life and the demand for such goods is likely to increase. Promotion of Tourism With the advent of budget airlines, air travel has become more affordable to consumers. Singapore and Malaysia, in particular, have been actively promoting their respective tourism industry. These developments augur well for our business as our EpiCentres are strategically located in major shopping districts which are likely to benefit from the increased tourist traffic.

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The growth rates for tourist arrivals and receipts for Singapore and Malaysia in 2005 and 2006(3) follows:2005 Singapore

(4)

are as

2006

Tourist arrivals Tourist receipts

Malaysia Tourist arrivals

7.4% 10.9%

9.0% 14.1%

4.7% 7.8%

6.8% 13.5%

Tourist receipts

Our Directors believe that the increase in number of tourists to Singapore and Malaysia is likely to contribute to the growth of our business. Growing Popularity of Apple Brand Products Based on the latest financial statement of Apple Inc.(5), the sale of Apple brand desktop PCs increased by 49.8%, from 1,625,000 units in 2004 to 2,434,000 units in 2006. Sale of Apple brand portable notebooks increased by 72.3%, from 1,665,000 in 2004 to 2,869,000 in 2006. Sale of iPods increased by 792.4%, from 4,416,000 in 2004 to 39,409,000 in 2006. In 2005, Apple Inc. started producing Apple brand PCs and notebooks that use Intel processors (central processing units) which enable them to run both the Windows operating system as well as the Mac OS. Our Directors believe that this has, amongst other factors, increased the popularity of the Apple brand products among consumers. Further, with the impending launch of the iPhone in Asia in 2008, our Directors believe that the sales of Apple brand products and their related accessories would continue to increase.
Notes:(1) Statistics on economic growth in Singapore are obtained from Statistic Singapore published by Singapore Department of Statistics. The information was extracted from the internet website of the Statistic Singapore (http://www.singstat.gov.sg).* Statistics on economic growth in Malaysia are obtained from Department of Statistics Malaysia published by Malaysia Statistics Agency and Asia Development Bank which attributed the sources to Bank Negara Malaysia. The information was extracted from the internet website of the Department of Statistics Malaysia (http://www.bnm.gov.my) and (http://www.adb.org).* Statistics on growth rates for tourist arrivals from 2004 to 2006 for Singapore are obtained from the internet website of the Statistic Singapore (http://www.singstat.gov.sg).* Statistics on growth rates for tourist arrivals from 2004 to 2006 for Malaysia are obtained from the internet website of the Tourism Malaysia (http://www.tourism.gov.my).* Figures on sale of the respective Apple Brand Products are extracted from Apple Inc.s Annual Report for year ended 30 September 2006. The Annual Report can be obtained from the internet website of Apple Inc. (http://www.apple.com).*

(2)

(3)

(4)

(5)

We have not sought the consents of Singapore Department of Statistics, Malaysia Statistics Agency, Asia Development Bank and Apple Inc. nor have Singapore Department of Statistics, Malaysia Statistics Agency, Asia Development Bank and Apple Inc. provided their consents to the inclusion of the relevant information extracted from the relevant website and disclaims any responsibility in relation to reliance on these statistics. While reasonable actions have been taken by our Directors to ensure that the relevant statements from the relevant information are reproduced in their proper form and context, and that the information is extracted accurately and fairly from the relevant website, all other parties and ourselves have not conducted an independent review of the information contained in the relevant website and have not verified the accuracy of the contents of the relevant statements.

84

TREND INFORMATION
For the current FY, our Directors have observed the following trends on the revenue and operations of our Company as at the Latest Practicable Date:(a) In relation to the sale of our products, the costs and selling prices for these products are unlikely to experience significant fluctuations as we are not expecting significant changes to their supply conditions, barring unforeseen circumstances. In relation to our operating expenses, we expect staff costs to increase due mainly to higher headcount and increments in salaries and wages as we expand our business and increase our marketing efforts. In relation to our inventory, we expect to increase our purchases and stock up our inventory levels, as we plan to widen our range of merchandise and brands offered to our customers in order to cater for our expansion plans as stated in the section Business Strategies and Future Plans of this Prospectus. The increase in GST in Singapore from 5% to 7% is expected to affect our costs, to the extent of the increase on the relevant goods and services which we consume. We have adjusted the selling price of our merchandise to reflect the increase in GST. It would also have a downward pressure on demand. Leases for our outlets have been renewed at higher rents. Such rentals are partially based on our revenue and are reflective of the increase in our revenue. From the year of assessment 2008, the corporate income tax rate will be reduced by two percentage points to 18% for chargeable income in excess of S$300,000. This reduction in corporate income tax rate is likely to have a positive effect on our profit after tax.

(b)

(c)

(d)

(e)

(f)

Save as disclosed above and in the section entitled Risk Factors and Prospects of this Prospectus, and barring unforeseen circumstances, our Directors believe that there are no other significant known recent trends in sales and inventories, in the costs and selling prices of our products, or other known trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our revenue, profitability, liquidity or capital resources, or that would cause financial information disclosed in this Prospectus to be not necessarily indicative of our future operating results or financial condition. Please also refer to the section entitled Cautionary Note Regarding Forward-Looking Statements section of this Prospectus. As we are a retailer, we do not have order books.

BUSINESS STRATEGIES
Our vision is to develop our Company into a leading digital lifestyle products retailer. We strive to provide the best services and quality products to our customers. Our business strategies are as follows:Business philosophy Our business philosophy is to be proficient in all aspects while conducting our business activities and transactions. Professionalism in handling all our business decisions and issues is emphasised and our team deals with all business matters fairly to create and achieve a win-win scenario for both our customers and ourselves. We strongly believe in maximising Shareholders return.

85

Increasing our market share Our strategy is to continue to build on our competitive strengths and steadily increase our market share. We aim to do this by:(a) (b) (c) (d) continuing to emphasise sales of our existing brands; expanding the range of our product offerings; enhancing the brand awareness of our products and our retail outlets through active marketing; locating our retail outlets at highly visible and easily accessible venues targeting our primary customer segment of lifestyle conscious customers; continuing to focus and improve on the level of our customer service; and increasing our staff training on product knowledge and customer handling.

(e) (d)

Capitalising on strong regional growth We believe that there is significant growth opportunity for the sale of digital lifestyle products in the region. We are exploring the possibility of expanding our operations beyond Singapore and Malaysia, into other parts of Asia. For more details, please refer to the section on Future Plans of this Prospectus. Securing new principals/distributors We actively seek new principals/distributors to complement the products that we carry. The addition of new products will have a strong synergistic effect on the growth of our business. We place emphasis on analysing business and product trends as part of our efforts to secure new principals/distributors. We believe that potential new principals/distributors will view our current status as an Apple Premium Reseller positively as evidence of our performance ability and service commitment. Maintaining good relationships with our principals We will continue to foster long-term working relationships with our major principals. As we are highly dependent on our principals, good relationships with them would ensure their retention. Sales and marketing As we are in the retail industry, we believe that effective and efficient sales and marketing personnel contribute greatly to our success. To this end, we have experienced managers and supervisors overseeing our sales and marketing teams to ensure our standards and policies are maintained. We recognise that public perception of our business is important to us. As such, we believe that public relations plays an important role in the positioning of our business in terms of the branding of our products and our EpiCentres, leading to increased sales and ultimately, contributing to the success of our business. Recruit and retain experienced employees In order to remain competitive in this industry, we have identified areas which we will focus on. One of these areas would be our human resources. We believe that to stay competitive in this industry, we must first be able to recruit and retain experienced employees. Product knowledge and quality customer service are key success factors in this industry. We firmly believe that the development of our employees is important. We send them for training, including those conducted by the principals or agents. We believe that by sending our employees for training, they not only benefit themselves but will also be able to render good customer service to our customers with their updated product knowledge. Thus this keeps our employees motivated to learn and also helps us retain their services.

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FUTURE PLANS
Based on the current industry outlook, our Directors are optimistic about the prospects of our business and believe that we will continue to enjoy healthy growth in our business. We plan to further grow and develop our business operations in the following ways:Expansion of business operations in Singapore and increase of our geographical presence in the Asian market Currently, we have two retail outlets in Singapore located at Wheelock Place and Suntec City Mall. Our Directors believe there is room for the expansion of our business operations in Singapore as well as into other parts of Asia. As at the date of this Prospectus, our Company is still in the midst of evaluating the feasibility of various expansion opportunities, and as these are still preliminary, we are unable to provide any specific details regarding our expansion plans. We intend to extend our coverage of the Singapore market and increase our market share by increasing the number of our EpiCentres in other suitable locations in Singapore. This will allow us to retail our products to a greater number of customers in Singapore as well as achieve greater economies of scale through bulk purchasing of products from our principals/distributors. In this respect, we are constantly looking for suitable locations to set up new retail outlets. We have been invited to set up a retail outlet in Marina Bay Sands, which is currently under construction and expected to commence operations in 2009. We are currently in discussion with the landlord on the terms and conditions of the lease. We are also actively looking for opportunities to expand our operations into Malaysia and have in September 2007 set up our flagship store, EpiCentre@Pavilion, at Pavilion Kuala Lumpur in Malaysia. We also intend to penetrate new markets in other parts of Asia through various means, including setting up subsidiaries or representative offices, forming joint ventures or appointing local agents, increasing our number of sales and marketing personnel and intensifying our marketing activities. We intend to utilise approximately S$4.0 million of the proceeds from the Invitation for this purpose. To expand our product range We intend to expand our product range by sourcing for new distributorships and principals and expanding the distribution rights from our existing principals. In expanding our product range, we intend to focus on innovative products which will serve to complement our current range of Apple brand products. In addition, we are looking to develop our range of proprietary brand products. To this end, we intend to start an in-house industrial design team for our proprietary brand products in the fourth quarter of calendar year 2008. We believe that such development will help to reduce the cost of our goods and increase the overall profitability of our business in the long run. To expand our business through acquisitions, joint ventures or strategic alliances We intend to expand our business through acquisitions, joint ventures or form strategic alliances with companies which we believe are complementary to our business. Such acquisitions, joint ventures or strategic alliances would bring about an expanded network of customers and additional distribution channels. Currently, we do not have concrete plans with any party for acquisitions, joint ventures or strategic alliances. Should such opportunities arise, we will, where necessary, seek approval from our Shareholders and/or the relevant authorities as required by the relevant rules and regulations.

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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS

INTERESTED PERSON TRANSACTIONS
Save as disclosed below and in the section entitled Restructuring Exercise of this Prospectus, none of our Directors, Chief Executive Officer or Controlling Shareholder(s) or the Associates of such Directors, Chief Executive Officer or Controlling Shareholder(s) was or is interested in any transactions undertaken by our Group within the last three financial years ended 30 June 2007 and up to the Latest Practicable Date. PAST INTERESTED PERSON TRANSACTIONS Transactions with Digital Lifestyle Asia Pte. Ltd. (DLA) Ms Brenda Yeo, our Executive Director, owns 50% of the shareholdings in DLA. The other 50% of the shareholdings in DLA is held by the mother of our Chief Operations Officer, Mr Johnson Goh Ann Ann. DLA was in the business of sale and export of third-party and proprietary brand accessories for iPods and Macs. Our Company has sold products to DLA and the transactions were conducted on arms length basis and on normal commercial terms which we grant to our other customers. As part of the support services provided to DLA, our Company received monies from DLAs customers on behalf of DLA which were set off against expenses made by us on behalf of DLA, and paid certain expenses on behalf of DLA. The values of the abovementioned transactions were as follows:1 July 2007 to the Latest Practicable Date

(S$) Sale of third-party brand accessories to DLA Settlement of liabilities on behalf of DLA Receipt of monies on behalf of DLA

FY2005

FY2006 15,645

FY2007 20,833 160,813 175,669

DLA has ceased business and operations since 1 July 2007 and is currently in the process of being struck off.

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS

Present Provision of Personal Guarantees Our Chief Executive Officer and Substantial Shareholder, Mr Jimmy Fong Teck Loon has provided the following personal guarantees to cover the following credit facilities provided to our Company.
1 July 2007 to the Latest Practicable Date S$1,370,000 US$1,200,000

Financial Institution/Facilities OCBC / Banking Facilities

FY2005 (S$) 860,000

FY2006 (S$) 960,000

FY2007 (S$) 1,370,000

OCBC / Fixed Deposits

235,485

285,835

362,699

The fees/interest rates for the above credit facilities ranged from 1.5% to 2.0% above OCBC or SIBORs prime lending rates. As at the Latest Practicable Date, the total amount outstanding under the banking facilities secured by such guarantees is approximately S$170,000 and US$880,000. The largest aggregate outstanding amount guaranteed by Mr Jimmy Fong Teck Loon during the last three financial years and on 1 July 2007 to the Latest Practicable Date was approximately S$170,000 and US$880,000.

88

The guarantees were entered into on an arms length basis. Upon the listing of our Shares on Catalist, we intend to procure the discharge of all of the aforesaid joint and several guarantees. Our Directors are of the view that revisions to the terms and conditions of the banking facilities, if any, are unlikely to be material and would not affect our operations and financial condition. However, in the event that we are unable to procure the discharge of the joint and several guarantees or in the unlikely event that the revisions would adversely affect our operations and financial condition, the relevant Directors and/or Shareholders will continue to provide such joint and several guarantees.

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

All future transactions with interested persons shall comply with the requirements of the Listing Manual. As required by Paragraph 9(e) of Appendix 2.2 to the Listing Manual, our Company has adopted a set of new Articles of Association which requires a director to abstain from voting in any contract or arrangement in which he has a material personal interest. Our Audit Committee will review all interested person transactions to ensure that they are transacted on an arms length basis, on normal commercial terms and will not be prejudicial to the interests of our Shareholders. It will adopt the following procedures when reviewing interested person transactions:(a) When purchasing items from or engaging the services of an interested person, two other quotations from non-interested persons will be obtained for comparison, when available and practicable, to ensure that such interested person transactions are on normal commercial terms not prejudicial to the interests of our Company and our minority Shareholders. The purchase price or fee for services will not be higher than the most competitive price or fee of the two other quotations from non-interested persons. In determining the most competitive price or fee, all pertinent factors, including but not limited to quality, delivery time and track record will be taken into consideration. In addition, the credit terms obtained from an interested person shall not be less favourable than those obtained from unrelated third-parties; When selling items or supplying services to an interested person, the price and terms of two other successful sales of a similar nature with non-interested persons will be used for comparison, when available or practicable, to ensure that such interested person transactions are on normal commercial terms not prejudicial to the interests of our Company and our minority Shareholders. The sale price or fee for the supply of services will not be lower than the lowest sale price or fee of the two other successful transactions with non-interested persons and the credit terms extended to an interested person shall not be more favourable than those extended to unrelated third-parties; and When renting properties from or to an interested person, our Director shall take appropriate steps to ensure that such rent is commensurate with the prevailing market rates, including adopting measures, such as, making relevant inquiries with landlords of similar properties and obtaining suitable reports or reviews published by property agents (as necessary). The rent payable will be based on the most competitive market rental rate of similar property in terms of size and location, based on the results of the relevant inquiries.

(b)

(c)

Our Audit Committee will review all interested person transactions, if any, at least quarterly to ensure that they are carried out at arms length and in accordance with the procedures outline above. It will take into account all relevant non-qualitative factors. Such review includes the examination of the transaction and its supporting documents or such other data deemed necessary by our Audit Committee. Our Audit Committee shall, when it deems fit, have the right to require the appointment of independent sources, advisers or valuers to provide additional information pertaining to the transaction under review. New guidelines and review procedures will be drawn up and adopted if the periodic reviews by our Audit Committee show that the existing guidelines and procedures have become inappropriate and are no longer sufficient to ensure that the interested person transactions will be conducted on normal commercial terms and will not be prejudicial to the interests of our Company and our minority Shareholders.

89

In the event that a member of our Audit Committee is interested in any interested person transactions, he shall abstain from participating in the review and/or approval of that particular transaction. In addition, our Audit Committee will include the review of interested person transactions as part of its standard procedures while examining the adequacy of our internal controls. Our Board of Directors will also ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Listing Manual and accounting standards, are complied with. In addition, such transactions will also be subject to Shareholders approval if deemed necessary by the Listing Manual.

ADDITIONAL PROCEDURES FOR ALL INTERESTED PERSON TRANSACTIONS

Our Company has also implemented the following procedures for the identification of interested persons and the recording of all interested person transactions: Interested person transactions less than or equal to 5.0% of our Companys latest audited NTA will be reviewed and approved by our Chief Financial Officer (who shall not be an interested person in respect of the particular transaction) prior to entering into the transaction; (a) Interested person transactions more than 5.0% of our Companys latest audited NTA will be reviewed and approved by majority of the members of the Audit Committee prior to entering into the transaction; The Chief Financial Officer shall maintain a list of our Directors and Controlling Shareholders (which is to be updated immediately if there are any changes), and disclose the list to relevant personnel (such as those in charge of sale and procurement functions and other key executives) to enable identification of interested persons. The master list of interested persons shall be reviewed on an annual basis by the Audit Committee; The Chief Financial Officer shall signed letters of confirmation from key management personnel, Substantial Shareholders and our Directors on an annual basis as to their interests in any transaction, whether direct or indirect, with our Company; The Chief Financial Officer shall maintain a register of all interested person transactions which will document details, including the bases on which the transactions are entered into, the quotations obtained to support such bases, the rationale for the transactions; and Our Audit Committee shall review all interested person transactions on a half-yearly basis, and examine the adequacy of its internal controls. The outcome of such review shall be documented and filed in the Interested Person Transactions Register.

(b)

(c)

(d)

(e)

In the event that the Chief Financial Officer is an interested person in respect of a particular transaction, such transaction shall be referred to the Audit Committee and is to be approved by majority of the Audit Committee. In addition, our Audit Committee will include the review of interested person transactions as part of its standard procedures while examining the adequacy of our internal controls. Our Board of Directors will also ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Listing Manual and accounting standards, are complied with. In addition, such transactions will also be subject to Shareholders approval if deemed necessary by the Listing Manual.

POTENTIAL CONFLICTS OF INTERESTS

Save as disclosed in the section entitled Interested Person Transactions of this Prospectus:(a) None of our Directors, Executive Officers, Substantial Shareholders or any of their Associates has had any interest, direct or indirect, in any transactions to which our Company was or is to be a party;

90

(b)

None of our Directors, Executive Officers, Substantial Shareholders or any of their Associates has any interest, direct or indirect, in any company carrying on the same business or a similar trade which competes materially and directly with the existing business of our Group; and None of our Directors, Executive Officers, Substantial Shareholders or any of their Associates has any interest, direct or indirect, in any company that is our customer or supplier of goods and services.

(c)

INTERESTS OF EXPERTS
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the date of this Prospectus, been acquired or disposed of by or leased to our Company or our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or our subsidiaries. No expert is engaged on a contingent basis by our Company or our subsidiaries, or has a material interest, whether direct or indirect, in our Shares, our subsidiaries or has a material economic interest, whether direct or indirect, in our Company including an interest in the success of the Invitation.

INTERESTS OF UNDERWRITERS OR FINANCIAL ADVISERS

In the reasonable opinion of our Directors, the Joint Lead Managers, DMG and PrimePartners, do not have a material relationship with our Company save as below:(a) (b) (c) the Invitation is underwritten by DMG; DMG is the Joint Lead Manager and the Placement Agent of the Invitation; and PrimePartners is the Joint Lead Manager of the Invitation.

Save as disclosed above, there is no other material relationship between the Joint Lead Managers, the Underwriter and the Placement Agent with our Company.

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DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS
The board of Directors is entrusted with the responsibility for the overall management of our Group. Our Directors particulars are listed below:Name Jimmy Fong Teck Loon Age 42 Address Blk 22, Sin Ming Walk #09-05 Singapore 575571 9 Casuarina Walk Singapore 574067 Blk 22, Sin Ming Walk #09-05 Singapore 575571 Blk 318 Shunfu Road #05-02 Singapore 570318 1 Ridgewood Close #15-03 Singapore 276692 Principal Occupation Chief Executive Officer

Johnson Goh Ann Ann Brenda Yeo

41 31

Chief Operations Officer Executive Director

Siow Chee Keong

53

Managing Director of JF Virtus Pte. Ltd. Managing Director of Strategic Alliance Capital Pte. Ltd. Advocate & Solicitor

Lee Keen Whye

55

Liu Zhipeng

36

Blk 27 Dover Crescent #16-23 Singapore 130027

The working, business experience and areas of responsibility of our Directors are set out below:Jimmy Fong Teck Loon is our Chief Executive Officer and was one of the co-founders of our Group. He was appointed to our Board on 9 April 2002. He is responsible for setting the strategic direction, tracking the financial and profitability growth of our Group, managing the business and overseeing all aspects of the daily operations of our Company. He has more than 12 years of experience in audit, management, IT and finance with commercial and financial organisations in Asia and Singapore. In 1991, he began his career in audit and was with Oversea-Chinese Banking Corporation as an IT system auditor before moving on to hold various senior audit positions in financial institutions and corporations, such as, Citibank, Schlumberger Oilfield Services and I.B.M. World Trade Asia Corporation. Prior to establishing our Company in 2002, he held managerial positions in finance and was the Director of Finance for the Asia Pacific region with Intensia Asia Pacific. He holds a Bachelor of Commerce and Administration from the Victoria University of Wellington, New Zealand, majoring in accountancy with a minor in IT. In 1998, he also obtained a Master of Business Administration from Rutgers, the State University of New Jersey, the USA. Johnson Goh Ann Ann is our Executive Director and Chief Operations Officer who was appointed to our Board on 10 December 2007. He is responsible for our Companys local and regional sales and operations, including the overall management and continued development of strategic partners and supplier relationships. He also leads the formulation and execution of EpiCentres retail strategy and heads the ODM and distribution business units for third-party products, playing a key role in securing exclusive rights to major accessories brands as well as developing new accessory products under our Companys own brand, iWorld. He has more than 15 years of experience in sales, operations and business development and prior to joining our Group in 2004, he was also the Director of Business Development for Avant-logic Computer Technology Pte Ltd. He holds an Advanced Diploma in Marketing Management from Oklahoma City University as well as a Graduate Diploma in Marketing Management from the Marketing Institute of Singapore. In 2003, he received a Master in Business Administration (Marketing) from the University of Leicester.

92

Brenda Yeo is our Executive Director who was appointed to our Board on 21 February 2007. She oversees the human resource department of our Group and has more than 7 years of experience in human resource. In 2005, she first joined our Group as a human resource executive and was promoted to a personal assistant in 2006. She holds a Diploma in Human Resource Management from the International Business and Management Education Centre. Siow Chee Keong is our Lead Independent Director and was appointed to our Board on 10 December 2007. He has more than 25 years of audit and management experience in operations, business systems, information technology, finance and accounting with commercial and financial organisations in Canada, USA, England and Singapore. He has established and managed the internal audit functions of two stock exchanges, namely the Singapore Stock Exchange and the Vancouver Stock Exchange, and a financial institution, namely Principal Group Limited. He is currently the Managing Director of JF Virtus Pte. Ltd. and offers his services to exchange listed companies. Mr Siow qualified as a Chartered Certified Accountant with the Association of Chartered Certified Accountants in 1981, a Certified Internal Auditor with the Institute of Internal Auditors Inc. in 1985, a Certified General Accountants with the Certified General Accountants of Canada in 1990 and is a member of the Institute of Certified Public Accountants of Singapore. He graduated from the University of Warwick, England, with a Master of Business Administration in 1998. Mr Siow is on board of several listed and private companies, and is a member of the Singapore Institute of Directors. Lee Keen Whye is our Independent Director and was appointed to our Board on 10 December 2007. He is the Managing Director of Strategic Alliance Capital Pte Ltd (SAC), a venture capital and investment management advisory company. Prior to founding SAC, Mr Lee was the founder and Managing Director of Rothschild Ventures Asia Pte Ltd, a member of the N M Rothschild & Sons global merchant banking group, and worked there from 1990 to 1997. He was Associate Director with Kay Hian James Capel Pte Ltd which he joined in 1987 as Head of Research for Singapore and Malaysia. Between 1985 and 1987, Mr Lee was based in California and worked with venture capital companies seeking investments in emerging growth companies. Prior to that, he was an Investment Manager with the Government of Singapore Investment Corporation. Mr Lee currently sits on the boards of several companies, including Santak Holdings Ltd, Oniontech Limited and Ultro Technologies Limited, which are listed on the SGX-ST. Mr Lee holds a Masters Degree in Business Administration from Harvard Business School and a Bachelors Degree in Business Administration from the University of Singapore. Liu Zhipeng is our Independent director and was appointed to our Board on 10 December 2007. He is presently a director with Quantum Law Corporation and has undertaken a broad spectrum of general corporate and commercial matters including domestic and cross border mergers and acquisitions and real estate transactional work including the sales, acquisitions and leasing of residential and commercial properties and development work. He has also advised financial institutions and corporations in the negotiation and legal documentation of various aspects of corporate banking business. He also had experience in the advisory and transactional work relating to initial public offerings in Singapore as well as corporate finance work. Mr Liu graduated from the University of Nottingham and joined Messrs William Lai & Alan Wong (now known as WLAW LLC) as a legal assistant after being called to the Singapore Bar in July 1997. Mr Liu then joined Societe Generale as their in-house legal counsel from 1999 to 2000. Prior to joining Quantum Law Corporation, Mr Liu was an associate with Wong Partnerships Corporate Real Estate Department from April 2006 to April 2007 and a partner with Chang See Hiang & Partners which he joined from November 2000 to February 2006. Brenda Yeo, our Executive Director, is the spouse of Jimmy Fong Teck Loon, our Chief Executive Officer and Substantial Shareholder. Save as disclosed above, none of our Directors are related to each other or the Substantial Shareholders. Save for Mr Siow Chee Keong and Mr Lee Keen Whye who have prior experience as directors of public listed companies in Singapore and Mr Liu Zhipeng who is an advocate and solicitor practising general corporate and commercial law, our other Directors do not have prior experience as directors of public listed companies in Singapore but have received relevant training to familiarise themselves with the roles and responsibilities of a director of a company listed on the SGX-ST.

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The list of present and past directorships of each Director over the last five years excluding those held in our Company, is set out below:Name Jimmy Fong Teck Loon Present Directorships Past Directorships

Group corporations ACDC Afor (Malaysia) Other corporations Nil

Group corporations Nil

Other corporations Complemen3 (Asia) Pte Ltd (struck off) Group corporations Nil Other corporations Avant-logic Computer Technology Pte Ltd (struck off) R&R Express Services Pte Ltd Complemen3 (Asia) Pte Ltd (struck off) Group corporations Nil Other corporations Nil Group corporations Nil Other corporations Oceanus Bio-Tech (Holdings) Ltd

Johnson Goh Ann Ann

Group corporations Nil Other corporations Nil

Brenda Yeo

Group corporations Nil Other corporations Digital Lifestyle Asia (in liquidation)

Siow Chee Keong

Group corporations Nil Other corporations 888 Capital Group Pte Ltd Xin Yi Environmental Pte. Ltd JF Virtus Pte. Ltd. Darco Water Technologies Ltd SunVic Chemical Holdings Limited CMZ Holdings Ltd Sunmart Holdings Limited ERCG Systems Pte. Ltd.

Lee Keen Whye

Group corporations Nil Other corporations Amanah-Strategic Alliance Partners Sdn Bhd Strategic Alliance Capital Pte Ltd DP Information Network Pte Ltd Asia Net Media (BVI) Ltd Tera Corporation Pte Ltd Tudeley Investment Pte Ltd Santak Holdings Limited Strategic Alliance Ventures Ltd Strategic Alliance Partners Pte. Ltd. Marketing Science Pte. Ltd. Ultro Technologies Limited Oniontech Limited Santak Metal Manufacturing Pte Ltd Yujin International Pte. Ltd. Harvard Singapore Foundation DP Credit Bureau Pte. Ltd. E-Ventures Capital Pte Ltd Financial Payment Systems Ltd

Group corporations Nil Other corporations International Telecommunication Asia (1993) Pte Ltd Eguide Singapore Pte Ltd Virgin Radio Services Pte Ltd Innvo Systems Pte Ltd ASTI Holdings Limited 1st Software Corporation Ltd Yujin Shipping Pte. Ltd. EPAL Limited RAM-DP Information Services Sdn Bhd SHCIL Services Ltd Walden APC Co Ltd

94

Name Liu Zhipeng

Present Directorships

Past Directorships

Group corporations Nil Other corporations Quantum Law Corporation

Group corporations Nil Other corporations Nil

EXECUTIVE OFFICERS
The day-to-day operations are entrusted to our Executive Directors who are assisted by an experienced and qualified team of Executive Officers. The particulars of our Executive Officers are set out below:Name Joanne Lee Sieu Wei Age 29 Address Block 315, Jurong East St 32 #05-261 Singapore 600315 Block 146, Simei Street 2, #05-38 Singapore 520146 39, Jalan USJ 4/1C, Subang Jaya, Malaysia Principal Occupation Operations Manager

Cheng Ai Nee

35

Chief Financial Officer

Goh Ling Chuan

49

General Manager of Afor (Malaysia)

The working, business experience and areas of responsibility of our Executive Officers are set out below:Joanne Lee Sieu Wei is our Operations Manager who is responsible for the retail management of the Group. In 1999, she started her career as a sales executive with Challenger Technologies Ltd (Challenger), and was subsequently promoted to become its assistant manager. Prior to joining our Group in August 2005, she was tasked with overseeing the operations of one of Challengers subsidiary companies. She holds an International Diploma in Computer Studies from Informatics Computer School, Singapore, as well as a Diploma in Retail Management from the University of Stirling. Cheng Ai Nee is our Chief Financial Officer who is responsible for finance and related matters of the Group. She joined our Group in June 2007 and has more than 14 years of experience in the finance and accounting industry. In 1997, she was employed by Food Junction Management Pte Ltd (a subsidiary of Food Junction Holdings Ltd which is listed on Catalist) as an accountant and was subsequently promoted to become its Finance Manager in 2001. In 2004, she was employed by Breadtalk Pte Ltd (a subsidiary of Breadtalk Group Ltd which is listed on Catalist) as a Senior Finance Manager and went on to become its Financial Controller in 2006 before joining our Group in 2007. Ms Cheng is a non-practising member of the Institute of Certified Public Accountants of Singapore and a fellow member of the Association of Chartered Certified Accountants. Goh Ling Chuan is our General Manager for Afor (Malaysia) who is responsible for the general operations of Afor (Malaysia). He joined our Group in August 2007. Between 1980 and 1985, he was employed as the Customer Service Manager for Unidata Sdn Bhd and was the Operations Manager (Operations & Services) for Pan Malaysian Pools Sdn Bhd from 1985 to 1991. Between 1991 and 2007, Mr Goh was employed as the Senior Manager for OCE System (M) Sdn Bhd, SiS Distribution (M) Sdn Bhd and Basis Bay Sdn Bhd, respectively, where he was responsible for the management and development of the respective companies financial targets and business goals. Mr Goh holds a Diploma in Electrical Engineering from the Federal Institute of Technology of Kuala Lumpur and was awarded certificates for Telecommunication Technician by the City and Guilds of London Institute. He has also received several certificates for completing various management, technology and development courses from institutions including Oce Nederland B.V. Venlo, Concurrent Computer Corporation of the USA, Robert Lam English Language Centre, Malaysian Institute of Management and Singapore Institute of Management.

95

None of our Executive Officers are related to each other or to any of our Directors or the Substantial Shareholders. The list of present and past directorships of each Executive Officers over the last five years excluding those held in our Company, is set out below:Name Joanne Lee Sieu Wei Present Directorships Past Directorships

Group corporations Nil Other corporations Nil

Group corporations Nil Other corporations Nil Group corporations Nil Other corporations Nil Group corporations Nil Other corporations Nil

Cheng Ai Nee

Group corporations Nil Other corporations Nil

Goh Ling Chuan

Group corporations Nil Other corporations Nil

There is no arrangement, or understanding with a Substantial Shareholder, customer or supplier of our Company or other person, pursuant to which any of our Directors or Executive Officers was selected as a Director or Executive Officer of our Company.

MANAGEMENT REPORTING STRUCTURE

The following chart shows our management reporting structure as at the Latest Practicable Date.

Chief Executive Officer Jimmy Fong Teck Loon

Executive Director Brenda Yeo

Chief Operations Officer Johnson Goh Ann Ann

Chief Financial Officer Cheng Ai Nee

Operations Manager (Singapore) Joanne Lee Sieu Wei

General Manager (Afor Malaysia) Goh Ling Chuan

96

DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION (1)

The remuneration (including salary, bonus, contributions to the Central Provident Fund, directors fees and benefits-in-kind) paid or payable to our Directors and Executive Officers and in remuneration bands for FY2006 and FY2007, and the estimated remuneration payable to them in remuneration bands for FY2008 are as follows:Estimated for FY2008 (2)

FY2006 Directors Jimmy Fong Teck Loon Johnson Goh Ann Ann Brenda Yeo Siow Chee Keong Lee Keen Whye Liu Zhipeng Executive Officers Joanne Lee Sieu Wei Cheng Ai Nee Goh Ling Chuan
Notes:(1) Remuneration bands:A refers to remuneration of up to S$250,000. B refers to remuneration from S$250,001 and S$500,000. C refers to remuneration from S$500,001 to S$750,000. (2)

FY2007

A A A

A A A

B A A A A A

A A

A A A

The estimated remuneration for FY2008 does not include any incentive bonus payable under the Service Agreements of our Executive Directors.

SERVICE AGREEMENTS
On 14 December 2007, our Company entered into separate service agreements (the Service Agreements) with our Executive Directors, Mr Jimmy Fong Teck Loon and Mr Johnson Goh Ann Ann (collectively the Appointees). The Service Agreements are effective from 14 December 2007 and will continue for a term of three years unless otherwise terminated by either party giving not less than six months notice in writing to the other. The Service Agreements may also be terminated if either Appointee commits a breach of the Service Agreements, such as being convicted of any offence involving fraud or dishonesty or being adjudicated bankrupt. Except where the Service Agreements are terminated due to a breach of the Service Agreements as mentioned above, upon termination, the Appointees will be entitled to receive the Total Annual Performance Bonus (as defined below) in an amount pro-rated for the period commencing on the first day of the financial year in which his employment is terminated to the last day of the employment in that financial year. There are no other benefits payable to the Appointees upon termination of his employment with our Company. In addition, notwithstanding any other provision in the Service Agreements, our Company shall be released from our obligation to make severance payments to the Appointees in the event that a takeover offer is made by a third-party pursuant to which the employment of each of the Appointees is terminated. The Service Agreements cover the terms of employment, specifically salary and bonus.

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Pursuant to the terms of the Service Agreement, Mr Jimmy Fong Teck Loon and Mr Johnson Goh Ann Ann will receive monthly salary of S$23,500 and S$18,500, respectively. Thereafter, the Appointees will be entitled to annual increments as decided by the Board of Directors. In addition, each of Messrs Jimmy Fong Teck Loon and Johnson Goh Ann Ann are entitled to S$2,500 and S$1,000 transport allowance per month, respectively. The Appointees shall not be entitled to any further Directors fees. In addition, Mr Jimmy Fong Teck Loon and Mr Johnson Goh Ann Ann will each be entitled to a portion of an annual performance bonus (Total Annual Performance Bonus) based on the profit of our Group before income tax based on the audited financial statements of our Group for the relevant financial year, which will be determined in accordance with the following formula:Total Annual Performance Bonus Audited Profit Before Income Tax PBT < S$3 million S$3 million < PBT < S$5.3 million PBT > S$5.3 million : : : Jimmy Fong Teck Loon Nil 3.0% of PBT 5.0% of PBT Johnson Goh Ann Ann Nil 1.0% of PBT 3.0% of PBT

All travelling and travel-related expenses, entertainment expenses and other out-of-pocket expenses reasonably incurred by our Executive Directors in the process of discharging their duties on behalf of our Group will be borne by our Company. Our Group will also extend insurance to Mr Jimmy Fong Teck Loon, as well as medical and dental benefits in line with our Groups prevailing policy to Mr Jimmy Fong Teck Loon and his immediate family. Pursuant to their respective Service Agreements, each Appointee shall not, at any time during the period of his employment with our Company and for a period of two years after the termination of his employment with our Company, directly or indirectly carry on or be engaged or interested in any capacity in any other business, trade or occupation whatsoever, except, in a business, trade or occupation which does not compete with the business of our Company or any member of our Group or as disclosed in this Prospectus; either solely or jointly with or on behalf of any person, firm or corporation directly or indirectly carry on or be engaged or interested in any business competing with the business of our Company or any member of our Group; or solicit the customer of any person who is or has been at any time during the period of his employment a customer of our Company for the purpose of offering to such customer goods or services similar to or competing with those of the business of our Company or our Group; or cause or permit any person or company directly or indirectly under his control or in which he has any beneficial interests to do any of the foregoing acts or things. Save as disclosed above, there are no existing or proposed service contract entered or to be entered into by the Appointees with our Group. There is no existing or proposed service agreement entered into or to be entered into by the Appointees with our Group which provide for benefits upon termination of employment. Had the Service Agreements been in effect from 1 July 2006, the estimated remuneration for the Appointees would have been approximately S$716,000 (including CPF contributions), and profit before income tax for FY2007 would have been approximately S$4.1 million instead of approximately S$4.3 million. The Appointees remuneration of approximately S$716,000 represents approximately 16.5% of the profit before taxation of our Group (with the aforesaid remuneration added back) in FY2007 had the Service Agreements been in effect for FY2007. Our Group has also previously entered into various letters of employment with all our Executive Officers. Such letters typically provide for the salary payable to our Executive Officers, their working hours, medical benefits, grounds of termination and certain restrictive covenants.

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EMPLOYEES
The functional distribution of our employees as at the end of each of the past three financial years are as follows:Number of Employees As at FY2005 Function Management & Supervisory Sales & Marketing Finance & Administration Others Total
Notes:(1) (2) Directors and Executive Officers are classified under management and supervisory. Administrative clerks and accounts executives are classified under finance and administration.

As at FY2006

As at FY2007

5 9 3 3 20

10 26 6 3 45

10 30 7 2 49

The relationship and co-operation between the management and staff have been good and are expected to continue to remain so in the future. There has not been any incidence of work stoppages or labour disputes which affect our operations. Other than amounts set aside or accrued in respect of the relevant laws, no amounts have been set aside or accrued by our Company to provide for pension, retirement or similar benefits for any of our employees.

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CORPORATE GOVERNANCE
The Directors recognise the importance of corporate governance and the offering of high standards of accountability to the shareholders of our Company, and will follow closely the best practice outlined in the Best Practices Guide issued by SGX-ST. We have appointed Mr Siow Chee Keong as our Lead Independent Director, pursuant to the recommendations in Commentary 3.3 of the Code of Corporate Governance 2005. In accordance with the recommendations in the said Commentary 3.3, the Lead Independent Director will be available to Shareholders where they have concerns which contact through the normal channels of our Chief Executive Officer or Chief Operations Officer, has failed to resolve or for which such contact is inappropriate. Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration Committee; and (iii) the Audit Committee.

NOMINATING COMMITTEE
Our Nominating Committee comprises by Messrs Siow Chee Keong, Lee Keen Whye and Liu Zhipeng. The Chairman of the Nominating Committee is Mr Liu Zhipeng. Our Nominating Committee will be responsible for:(a) (b) (c) re-nomination of our Directors having regard to our Directors contribution and performance; determining annually whether or not a director is independent; and deciding whether or not a director is able to and has been adequately carrying out his duties as a director.

The Nominating Committee will decide how the Boards performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, which address how the Board has enhanced long-term shareholders value. The performance evaluation will also include consideration of our Share price performance over a five-year period vis--vis the Singapore Straits Times Index and a benchmark index of its industry peers. The Board will also implement a process to be carried out by the Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. Each member of the Nominating Committee shall abstain from voting any resolutions in respect of the assessment of his performance or re-nomination as Director.

REMUNERATION COMMITTEE
Our Remuneration Committee comprises Messrs Siow Chee Keong, Lee Keen Whye and Liu Zhipeng. The Chairman of the Remuneration Committee is Mr Lee Keen Whye. Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and key executives, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee should be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by our Remuneration Committee. Each member of the Remuneration Committee shall abstain from voting any resolutions in respect of his remuneration package.

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AUDIT COMMITTEE
Our Audit Committee comprises our Independent Directors, Messrs Siow Chee Keong, Lee Keen Whye and Liu Zhipeng. The Chairman of the Audit Committee is Mr Siow Chee Keong. Our Independent Directors do not have any existing business or professional relationship of a material nature with our Group, our Directors or Substantial Shareholders. Our Audit Committee shall meet periodically to perform the following functions:(i) review with the external auditors the audit plan, their evaluation of the system of internal controls, their audit report, their management letter and our managements response; review the financial statements before submission to our Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements; review the internal control and procedures and ensure co-ordination between the external auditors and our management, reviewing the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of our management where necessary); review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Groups operating results or financial position, and our managements response; consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; review transactions falling within the scope of Chapter 9 and Chapter 10 of the SGX-ST Listing Manual; undertake such other reviews and projects as may be requested by our board of Directors and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; and generally to undertake such other functions and duties as may be required by statute or the SGXST Listing Manual, and by such amendments made thereto from time to time.

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

Apart from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our Companys operating results and/or financial position.

BOARD PRACTICES
Our Directors are appointed by our shareholders at a general meeting, and an election of Directors takes place annually. One third (or the number nearest one third) of our Directors, are required to retire from office at each annual general meeting. Further all our Directors are required to retire from office at least once in every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires. Further details on the appointment and retirement of Directors can be found in Appendix II of this Prospectus.

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DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the rights and privileges of our Shareholders conferred by the laws of Singapore, the Listing Manual and our Articles of Association (Articles). These statements summarise the material provisions of our Articles but are qualified in entirety by reference to our Articles, a copy of which is available for inspection at our registered office during normal business hours for a period of six months from the date of this Prospectus.
Ordinary Shares All of our Shares are in registered form. We may, subject to the provisions of the Act and the rules of the SGX-ST, purchase our Shares. However, we may not, except in circumstances permitted by the Act, grant any financial assistance for the acquisition or proposed acquisition of our Shares. New Shares New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The aggregate number of Shares to be issued pursuant to such approval may not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital, of which the aggregate number of Shares to be issued other than on a pro rata basis to our Shareholders may not exceed 20% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital (the percentage of issued share capital being based on our Companys issued share capital at the time such authority is given after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or subdivision of Shares). The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions of the Act and any special rights attached to any class of shares currently issued, all new Shares are under the control of our Board of Directors who may allot and issue the same with such rights and restrictions as it may think fit. Shareholders Only persons who are registered in our Register of Shareholders and, in cases in which the person so registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP for the Shares, are recognised as our Shareholders. We will not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any Share other than the absolute right thereto of the registered holder of that Share or of the person whose name is entered in the Depository Register for that Share. We may close our Register of Shareholders for any time or times if we provide the SGX-ST at least ten clear Market Days notice. However, the Register of Shareholders may not be closed for more than 30 days in aggregate in any calendar year. We typically close our Register of Shareholders to determine shareholders entitlement to receive dividends and other distributions. Transfer of Shares There is no restriction on the transfer of fully paid Shares except where required by law or the Listing Manual or the rules or by-laws of any stock exchange on which our Company is listed. Our Board of Directors may decline to register any transfer of Shares which are not fully paid Shares or Shares on which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form approved by the SGX-ST or any stock exchange on which our Company is listed. Our Board of Directors may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certificate and such other evidence of title as they may require. We will replace lost or destroyed certificates for Shares if it is properly notified and if the applicant pays a fee which will not exceed S$2 and furnishes any evidence and indemnity that our Board of Directors may require.

102

General Meetings of Shareholders We are required to hold an annual general meeting every year. Our Board of Directors may convene an Extraordinary General Meeting whenever it thinks fit and must do so if shareholders representing not less than 10% of the total voting rights of all shareholders request in writing that such a meeting be held. In addition, two or more shareholders holding not less than 10% of our issued share capital may call a meeting. Unless otherwise required by law or by our Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at the meeting. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, requiring the affirmative vote of at least 75% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to the Memorandum of Association and our Articles, a change of our corporate name and a reduction in our share capital. We must give at least 21 days notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days notice in writing. The notice must be given to each of our shareholders who have supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business. Voting Rights A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxies need not be shareholders. A person who holds Shares through the SGX-ST book- entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the Depository Register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles, two or more shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every Shareholder present in person and by proxy shall have one vote (provided that in the case of a Shareholder who is represented by two proxies, the chairman of the meeting shall be entitled to treat the first named proxy as the authorised representative to vote on a show of hands), and on a poll, every Shareholder present in person or by proxy shall have one vote for each Share which he holds or represents. A poll may be demanded in certain circumstances, including by the chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting or by any two shareholders present in person or by proxy and entitled to vote. In the case of an equality of votes, whether on a show of hands or a poll, the chairman of the meeting shall be entitled to a casting vote. Dividends We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all dividends out of our profits and we may satisfy dividends by the issue of Shares to our shareholders. All dividends are paid pro rata among our Shareholders in proportion to the amount paid up on each Shareholders Shares, unless the rights attaching to an issue of any Share provides otherwise. Unless otherwise directed, dividends are paid by cheque, warrant or post office order sent through the post to each Shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge us from any liability to that Shareholder in respect of that payment. Bonus and Rights Issue Our Board of Directors may, with approval of our shareholders at a general meeting, capitalise any reserves or profits and distribute the same as bonus Shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional Shares to Shareholders in proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which we are listed.

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Takeovers Under the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued by the Authority pursuant to section 321 of the Securities and Futures Act, any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30% or more of the voting Shares must extend a takeover offer for the remaining voting Shares in accordance with the provisions of the Singapore Take-over Code. In addition, a mandatory takeover offer is also required to be made if a person holding, either on his own or together with parties acting in concert with him, between 30% and 50% of the voting shares acquires additional voting shares representing more than 1% of the voting shares in any 6 month period. Under the Singapore Take-over Code, the following individuals and companies will be presumed to be persons acting in concert with each other unless the contrary is established:(a) the following companies:(i) (ii) (iii) (iv) (v) (vi) (b) a company; the parent company of (i); the subsidiaries of (i); the fellow subsidiaries of (i); the associated companies of (i), (ii), (iii) or (iv); and companies whose associated companies include any of (i), (ii), (iii), (iv) or (v);

a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts); a company with any of its pension funds and employee share schemes; a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages; a financial or other professional adviser, including a stockbroker, with its customer in respect of the shareholdings of:(i) the adviser and persons controlling, controlled by or under the same control as the adviser; and all the funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of those funds in the customer total 10% or more of the customers equity share capital;

(c) (d)

(e)

(ii)

(f)

directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent; partners; and the following persons and entities:(i) (ii) (iii) an individual; the close relatives of (i); the related trusts of (i);

(g) (h)

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(iv) (v)

any person who is accustomed to act in accordance with the instructions of (i); and companies controlled by any of (i), (ii), (iii) or (iv).

Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert within the preceding 6 months. Liquidation or Other Return of Capital If we liquidate or in the event of any other return of capital, holders of our Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares. Indemnity As permitted by Singapore law, our Articles provide that, subject to the Act, our Board of Directors and officers shall be entitled to be indemnified by us against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. We may not indemnify our Directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to us. Limitations on Rights to Hold or Vote Shares Except as described in Voting Rights and Takeovers above, there are no limitations imposed by Singapore law or by our Articles on the rights of non-resident shareholders to hold or vote in respect of our Shares. Minority Rights The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the Act, which gives the Singapore courts a general power to make any order, upon application by any of our shareholders, as they think fit to remedy any of the following situations where:our affairs are being conducted or the powers of our Board of Directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or we take an action, or threaten to take an action, or our shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our shareholders, including the applicant. Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Act itself. Without prejudice to the foregoing, the Singapore courts may:(a) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of our affairs in the future; authorise civil proceedings to be brought in our name of, or on behalf of, by a person or persons and on such terms as the court may direct; provide for the purchase of a minority shareholders Shares by our other shareholders or by us and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital; or

(d)

provide that we be wound up.

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EXCHANGE CONTROLS
SINGAPORE
Currently, there is no exchange control restriction on the repatriation of capital and the remittance of profits into or out of Singapore by or to our Group companies in Singapore.

MALAYSIA
In accordance with the current Exchange Control Notices of Malaysia issued by Bank Negara Malaysia, foreign direct investors have the freedom to repatriate their investments including capital, profit and dividends without being subject to any levy. There is also no restriction on the repatriation of interest and rental incomes. However, Bank Negara Malaysia requires the completion of a prescribed form and documentary evidence to be furnished to the remitting banks for any remittance or payment in foreign currency exceeding the equivalent of RM50,000 to a non-resident. To-date, we have not experienced any difficulties in importing or exporting capital and remitting interest and other payments to and from Malaysia. Our Directors do not expect any difficulties on such repatriation or remittance in the future, including any remittance of dividends, unless there are changes to the present exchange controls in Malaysia.

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TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore and is not intended to be and does not constitute legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in force, no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur. The discussion is limited to a general description of certain tax consequences in Singapore with respect to ownership of our Shares by Singapore investors, and does not purport to be a comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase our Shares. Prospective investors should consult their tax advisors regarding Singapore tax and other tax consequences of owning and disposing our Shares. It is emphasised that neither our Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.
General Singapore tax residents are subject to Singapore income tax on income that is accrued in or derived from Singapore and on foreign income received in Singapore, subject to certain exceptions. Non-resident corporate taxpayers are subject to income tax on income that is accrued in or derived from Singapore, and on foreign income received in Singapore, subject to certain exceptions. All individual resident and non-resident, subject to certain exceptions, are subject to income tax on the income accrued in or derived from Singapore. With effect from year of assessment 2005 (i.e. for financial/calendar year ending in 2004), all foreign-source income received in Singapore by all individuals will be exempt from Singapore tax. The latter exemption will not apply to such income received through a partnership in Singapore. A company is tax resident in Singapore if the control and management of its business is exercised in Singapore. An individual is tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he resides in Singapore. The corporate tax rate in Singapore is 20% with effect from the year of assessment 2005 i.e. the financial year ending in 2004. In addition, three-quarters of up to the first S$10,000 of a companys chargeable income, and one-half of up to the next S$90,000 will be exempt from corporate tax. The remaining chargeable income (after the tax exemption) will be taxed at 20%. The above tax exemption will not apply to Singapore dividends received by companies. The corporate tax rate will be reduced to 18% with effect from the year of assessment 2008. The partial tax exemption will be revised to cover the first S$300,000 chargeable income of a company from the year of assessment 2008. After the revision, three-quarters of up to the first S$10,000 of a companys chargeable income, and one-half of up to the next S$290,000 will be exempt from corporate tax. The remaining chargeable income (after the tax exemption) will be taxed at 18%. Similarly, the above revised tax exemption will not apply to Singapore dividends received by companies. For a Singapore tax resident individual, the rate of tax will vary according to the individuals circumstances but is subject to a maximum rate of 20% with effect from the year of assessment 2007 i.e. calendar year 2006. Dividend Distributions Up to 31 December 2002, Singapore adopted a full imputation system. Under this system, dividends paid by a Singapore tax resident company are franked by the Singapore income tax that the company paid on its profits. These franked dividends are taxable in the hands of shareholders and they can claim the tax credits attached to the dividends as a set-off against their final tax payable in Singapore.

107

Singapore moved to the one-tier corporate tax system with effect from 1 January 2003. Under this system, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax resident companies to their shareholders are exempt from tax (referred hereinafter as one-tier tax exempt dividends.) We are currently under the one-tier corporate tax system. Gains on Disposal of our Shares Singapore does not impose tax on capital gains. However, there are no specific laws or regulations which deal with the characterisation of capital gains, and hence, gains may be construed to be of an income nature and subject to tax especially if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade in Singapore. Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as having derived gains of an income nature, in which case, the disposal profit would be taxable. Stamp Duty There is no stamp duty payable on the subscription of our Shares. Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100 market value of our Shares registered in Singapore. The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is payable if no instrument of transfer is executed or the instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore is received in Singapore. The above stamp duty is not applicable to electronic transfers of our shares through the CDP. Estate Duty Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by individuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets of non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January 2002. Singapore estate duty is imposed on the value of most immovable property situated in Singapore and on most movable property, wherever it may be, owned by individuals who are domiciled in Singapore, subject to specific exemption limits. Our Shares are considered to be movable property situated in Singapore as we are a company incorporated in Singapore. Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estate duty upon such individuals death. Singapore estate duty is payable to the extent that the value of our Shares aggregated with any other assets subject to Singapore estate duty exceeds S$600,000. Unless other exemptions apply to the other assets, for example, the separate exemption limit for residential properties, any excess beyond S$600,000 will be taxed at 5% of the first S$12,000,000 of the individuals Singapore chargeable assets and thereafter at 10%. Quick succession relief is available for deaths occuring within two years of the individual and his beneficiary. Individuals should consult their own tax advisors regarding the Singapore estate duty consequences of their ownership of our Shares. GST The sale of our Shares by an investor belonging in Singapore to another person belonging in Singapore is an exempt supply not subject to GST. Any GST directly or indirectly incurred by the investor in respect of this exempt supply is a cost to the investor. Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore, the sale is a taxable supply subject to GST at zero-rate. Any GST incurred by the investor in the making of this sale, if the same is a supply in the course of furtherance of a business, is claimable as a refund from the Comptroller of GST.

108

Services such as brokerage, handling and clearing services rendered by a GST-registered person to an investor belonging in Singapore in connection with the investors purchase, sale or holding of our Shares will be subject to GST at the current rate of 5%. The rate will be adjusted to 7% with effect from 1 July 2007. Similar services rendered to an investor belonging outside Singapore are subject to GST at zerorate.

109

CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement system of the CDP, and all dealings in and transactions of the Shares through Catalist will be effected in accordance with the terms and conditions for the operation of securities accounts with the CDP, as amended from time to time. Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through depository agents, securities accounts with CDP. Persons named as direct securities account holders and depository agents in the depository register maintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and the Act, as members of our Company in respect of the number of Shares credited to their respective securities accounts. Persons holding the Shares in securities account with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist, although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part thereof of the last-transacted price where it is withdrawn in the name of a third-party. Persons holding physical share certificates who wish to trade on Catalist must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP, and have their respective securities accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$20.00 is payable upon the deposit of each instrument of transfer with CDP. Transactions in the Shares under the book-entry settlement system will be reflected by the sellers securities account being debited with the number of Shares sold and the buyers securities account being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for the Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.05% of the transaction value subject to a maximum of S$200.00 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to GST of 7%. Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in securities accounts. An investor may open a direct account with CDP or a sub-account with a CDP agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

110

GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1. None of our Directors, Executive Officers and Controlling Shareholders:(a) has at any time during the last ten years, been involved in an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; has at any time during the last ten years, had an application or a petition under any law of any jurisdiction filed against a entity (not being a partnership) of which he was a director or key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding-up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency; has any unsatisfied judgment against him; has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such purpose; has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such breach; has at any time during the last ten years, had judgment entered against him in any civil proceeding in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civil proceedings (including any pending civil proceedings which he is aware of) involving an allegation of fraud, misrepresentation or dishonesty on his part; has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; has ever been disqualified from acting as a director or an equivalent of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity; and (a) has ever to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of affairs of:(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(b)

(c) (d)

(e)

(f)

(g)

(h)

(i)

(ii)

111

(iii)

any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; or

(iv)

(j)

has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or governmental agency, whether in Singapore or elsewhere.

Additional disclosure:Ms Maria Shiela Adefuin had on 14 December 2007 commenced legal proceedings against Mr Johnson Goh Ann Ann trading as EpiCentre@Orchard for a sum of S$111,070 for losses allegedly incurred by her as a result of the loss of data from a hard disk drive that Ms Adefuin had sent in for servicing with our Company. Ms Adefuin is also alleging that the hard disk drive returned to her was not hers and that we had lost, destroyed or disposed of her hard disk drive. EpiCentre@Orchard is a sole proprietorship registered by Mr Johnson Goh Ann Ann in trust for our Company and had on 3 January 2008 been transferred to our Company. We intend to defend the claim and are currently consulting our legal advisers as to the appropriate response to the claim. 2. The aggregate remuneration paid to our Directors for services rendered in all capacities to our Company and our subsidiaries for the last financial year ended 30 June 2007 was S$474,518. For the current financial year ending 30 June 2008, the aggregate remuneration payable to Directors by our Group is estimated to be S$0.8 million. There is no shareholding qualification for Directors under the Articles of Association of our Company. No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries has been granted to, or was exercised by, any of our Directors or Executive Officers within the last financial year. Save as disclosed in the section Interested Person Transactions and Potential Conflicts of Interests of this Prospectus, none of our Directors is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the date of this Prospectus, been acquired or disposed of by or leased to, our Company or any of our subsidiaries, or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries. No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any firm in which such Director or expert is a partner or any corporation in which such Director or expert holds shares or debentures, in cash or shares or otherwise, by any person to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by him or by such firm or corporation in connection with the promotion or formation of our Company.

3.

4.

5.

6.

SHARE CAPITAL
7. As at the Latest Practicable Date, there is only one class of shares in the capital of our Company. There are no founder, management or deferred shares. The rights and privileges attached to our Shares are stated in the Articles of Association of our Company. Save as disclosed below and in the section entitled Share Capital of this Prospectus, there are no changes in the issued and paid-up share capital of our Company and our subsidiaries within the last three years preceding the date of this Prospectus. 112

8.

Date of issue Afor Pte Ltd 20 November 2007

Number of shares issued

Consideration/ Purpose

Resultant issued share capital

35,002

S$22,366 Acquisition of ACDC

S$350,008

Afor (Malaysia) 2 April 2007

RM2 Incorporation

RM2

18 October 2007

299,998

RM299,998 Increase in investment

RM300,000

9.

Save as disclosed in paragraph 8 above, no shares in, or debentures of, our Company or any of our subsidiaries have been issued, or are proposed to be issued, as fully or partly paid for cash or for a consideration other than cash, during the last two years. No person has been, or is entitled to be, given an option to subscribe for any shares in or debentures of our Company or any of our subsidiaries.

10.

MEMORANDUM AND ARTICLES OF ASSOCIATION

11. The nature of our Companys business has been stated earlier in this Prospectus. Our objects can be found in our Memorandum of Association which is available for inspection at our registered office as set out in the section Documents Available for Inspection of this Prospectus. An extract of our Articles of Association relating to, inter alia, Directors powers to vote on contracts in which they are interested, Directors remuneration, Directors borrowing powers, Directors retirement, Directors share qualification, rights pertaining to shares, convening of general meetings and alteration of capital are set out in Appendix II of this Prospectus. The Articles of Association of our Company is available for inspection at our registered office as set out in the section Documents Available for Inspection of this Prospectus.

MATERIAL CONTRACTS
12. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by our Company or our subsidiaries within the two years preceding the Latest Practicable Date and are or may be material:(a) Tenancy agreement dated 10 October 2005 between Everbilt Developers Pte Ltd as landlord and our Company as tenant for the lease of the premises at 501 Orchard Road, #0220/21/22/23 Wheelock Place, Singapore 238880, at a monthly rental of S$29,493 for a period of three years commencing 1 December 2005. Tenancy agreement dated 28 April 2006 between Ho Bee Developments Pte Ltd as landlord and our Company as tenant for the lease of the premises at 15 Jalan Kilang Barat, Frontech Centre, Singapore 159357, at a monthly rental of 2,824 for a period of two years commencing 7 May 2006. Tenancy agreement dated 8 May 2006 between Orchard Centre Holdings (Private) Limited as landlord and our Company as tenant for the lease of the premises at 545 Orchard Road, #16-13 Far East Shopping Centre, Singapore 238882, for a period of two years commencing 1 August 2006 at a monthly rental of S$3,002.20.

(b)

(c)

113

(d)

Tenancy agreement dated 19 October 2006 between Hermes Singapore (Retail) Pte Ltd as landlord and our Company as tenant for the lease of the premises at 545 Orchard Road, #12-11 Far East Shopping Centre, Singapore 238882, at a monthly rental of S$6,627 for a period of three years commencing 1 December 2006. Tenancy agreement dated 3 April 2007 between Messrs Lee Wee Foon and Sylvia Tan Siew Lang as landlords and our Company as tenant for the lease of the premises at 40 Jalan Pemimpin, #03-01 Tat Ann Building, Singapore 577185, at a monthly rental of 8,800 for a period of two years commencing 1 May 2007. Tenancy agreement dated 3 July 2007 between Malview Sdn Bhd as landlord and Afor (Malaysia) as tenant for the tenancy of the premises at Central Plaza Suite 1706, 17th Floor, 34 Jalan Sultan Ismail, Kuala Lumpur, Malaysia, at a monthly rental of RM10,479 for a period of two years commencing 1 August 2007. A sale and purchase agreement dated 19 September 2007 between our Company and Mr Seah Kok Wah, where our Company disposed of 33 shares in the capital of Bonus Resources Limited, representing our entire 33.3% shareholdings in Bonus Resources Limited for a cash consideration of S$1.00, details of which are set out under the section Restructuring Exercise of this Prospectus. Lease agreement dated 9 October 2007 between HSBC Institutional Trust Services (Singapore) Limited as trustee for Suntec Real Estate Investment Trust as landlord and ACDC as tenant for the lease of the premises at 3 Temasek Boulevard, #02-179/ 181/183/185/187 and #02-155A Suntec City Mall, Singapore 038983, at a monthly rental of S$14,625 for a period of two years commencing 1 November 2006. Tenancy agreement dated 25 October 2007 between Urusharta Cemerlang Sdn Bhd as landlord and Afor (Malaysia) as tenant for the tenancy of the premises at Lot 5.24.07 Level 5 Pavilion Kuala Lumpur, 168 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia, at a monthly rental of RM37,428 or 1% of the tenants monthly gross sales turnover, whichever is higher, for a period of 3 years commencing 20 September 2007. A sale and purchase agreement dated 20 November 2007 between our Company and the shareholders of ACDC, namely, Messrs Jimmy Fong Teck Loon and Lam Wai Heng, where our Company acquired the entire equity interest in ACDC for an aggregate consideration of S$22,366, which was satisfied by the issue and allotment of 34,998 Shares and 4 Shares to Messrs Jimmy Fong Teck Loon and Lam Wai Heng, respectively, details of which are set out under the section Restructuring Exercise of this Prospectus. Deed of Assignment dated 20 November 2007 between our Company as assignor and Eternal Lush (S) Pte Ltd as assignee for the assignment of the Tenancy Agreement dated 8 May 2006 for the lease of the premises at 545 Orchard Road, #16-13 Far East Shopping Centre, Singapore 238882 with effect from 1 December 2007.

(e)

(f)

(g)

(h)

(i)

(j)

(k)

LITIGATION
13. Save as disclosed in paragraph 1 of this section entitled General and Statutory Information Information of Directors and Executive Officers, neither our Company nor any of our subsidiaries is engaged in any legal or arbitration proceedings as plaintiff or defendant including those which are pending or known to be contemplated which may have or have had in the last 12 months before the date of lodgement of this Prospectus, a material effect on the financial position or the profitability of our Company or any of our subsidiaries.

114

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS

14. Pursuant to the Management and Underwriting Agreement dated 10 January 2008 (the Management and Underwriting Agreement) entered into between our Company and DMG and PrimePartners as the Joint Lead Managers and DMG as the Underwriter, our Company appointed DMG and PrimePartners to manage the Invitation. DMG and PrimePartners will receive a management fee from our Company for their services rendered in connection with the Invitation. Pursuant to the Management and Underwriting Agreement, DMG has agreed to underwrite the Offer Shares for a commission of 2.50 per cent. of the Issue Price for each Offer Share payable by our Company pursuant to the Invitation. DMG may, at its absolute discretion, appoint one or more sub-underwriters to sub-underwrite the Offer Shares. 15. Pursuant to the Placement Agreement dated 10 January 2008 (the Placement Agreement) entered into between our Company and DMG as the Placement Agent, DMG has agreed to subscribe for and/or procure subscribers for the Placement Shares for a placement commission of 2.75 per cent. of the Issue Price for each Placement Share, to be paid by our Company. DMG may, at its absolute discretion, appoint one or more secondary sub-placement agents for the Placement Shares. Brokerage will be paid by our Company at the rate of 0.25% of the Issue Price for each Offer Share. In respect of the Offer Shares, the brokerage will be paid to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or their IB websites. In addition, DBS Bank levies a minimum brokerage fee of S$5,000 that will be paid by our Company. In respect of the Placement Shares, the brokerage will be paid to the placement agents in accordance to the Placement Agreement. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of 1.0% of the Issue Price to the Placement Agent (including the prevailing goods and services tax, if applicable). The Management and Underwriting Agreement may be terminated by DMG and PrimePartners at any time on or before the close of the Application List, on the occurrence of certain events including, inter alia, if there shall have been, since the date of the Management and Underwriting Agreement:(a) any breach by our Company of the warranties or undertakings contained in the Management and Underwriting Agreement; or any adverse change, or any development involving a prospective adverse change, in the condition (financial or otherwise) of our Company or of our Group as a whole; or any change or introduction or any prospective change or introduction of any legislation, regulation, policy, directive, order or guideline, request or interpretation or application thereof, by any court, regulatory or government body in Singapore or elsewhere, the Securities Industry Council of Singapore, the SGX-ST or the Authority, whether or not having the force of law; or any change or crisis or any development likely to lead to an adverse change or crisis in local, national, regional or international political, industrial, legal, financial, monetary or economic conditions, taxation or exchange controls (including but without limitation to conditions in the stock market, foreign exchange market, conditions with respect ot interests rates and money market, in Singapore or any other jurisdiction) or a combination of any such changes or development or crisis, or deterioration thereof; or any occurrence of any local, national or international outbreak or escalation of hostilities, insurrection, terrorist attacks or armed conflict (whether or not involving financial markets); or any other occurrence of any nature whatsoever, 115

16.

17.

(b)

(c)

(d)

(e)

(f)

which event or events shall in the opinion of DMG and PrimePartners (exercised in good faith) (1) result or be likely to result in a material adverse fluctuation or adverse conditions in the stock market in Singapore or overseas; or (2) be likely to materially prejudice the success of the subscription or offer of the New Shares (whether in the primary market or in respect of dealings in the secondary market); or (3) make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of the transactions contemplated in the Management and Underwriting Agreement; or (4) be likely to have a material adverse effect on the business, trading position, operations or prospects of our Company or of our Group as a whole; or (5) be such that no reasonable underwriter would have entered into the Management and Underwriting Agreement; or (6) make it uncommercial or otherwise contrary to or outside the usual commercial practices of underwriters in Singapore for DMG to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement. 18. The Placement Agreement is conditional upon the Management and Underwriting Agreement not having been terminated or rescinded pursuant to the provisions of the Management and Underwriting Agreement. In the event that the Management and Underwriting Agreement is terminated, our Company reserves the right, at the absolute discretion of our Directors, to cancel the Invitation. We do not have any material relationship with the Joint Lead Managers.

19.

MISCELLANEOUS
20. The nature of the business of our Company has been stated earlier in this Prospectus. The corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our Company are set out in the section entitled Group Structure of this Prospectus. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two years preceding the date of this Prospectus. The estimated expenses in connection with the Invitation is S$1,143,000. Such expenses, including the listing fee, underwriting commission, placement commission, brokerage, management, audit and legal fees, and other incidental expenses in relation to the Invitation, will be borne by our Company. A breakdown of these estimated expenses is as follows:Expenses Listing fee and processing fees Professional fees and charges Underwriting commission, placement commission and brokerage Miscellaneous expenses Total estimated expenses in connection with the Invitation S$000 70 660 213 200 1,143

21.

22.

23.

There have been no public takeover offers by third-parties in respect of our Shares or by us in respect of other companies shares which have occurred during the last and current financial year. No amount of cash or securities or benefit has been paid or given to any promoter within the two years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any promoter at any time. Save as disclosed in the section Management, Underwriting and Placement Agreements, no commission, discount or brokerage has been paid or other special terms granted within the two years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any of our subsidiaries.

24.

25.

116

26.

No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the Latest Practicable Date, been acquired or disposed of by or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries. Application monies received by our Company in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate non-interest bearing account with Oversea-Chinese Banking Corporation Limited (the Receiving Bank). In the ordinary course of business, the Receiving Bank will deploy these monies in the inter-bank money market. All profits derived from the deployment of such monies will accrue to the Receiving Bank. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of revenue or any other benefit arising therefrom. Save as disclosed in this Prospectus, our Directors are not aware of any relevant material information including trading factors or risks which are unlikely to be known or anticipated by the general public and which could materially affect the profits of our Company and our subsidiaries. Save as disclosed in this Prospectus, the financial condition and operations of our Group are not likely to be affected by any of the following:(a) known trends or demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our Groups liquidity increasing or decreasing in any material way; material commitments for capital expenditure; unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from operations; and known trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on revenues or operating income.

27.

28.

29.

(b) (c)

(d)

30.

Details, including the name, address and professional qualifications (including membership in a professional body) of the auditors of our Company for the last three financial years are as follows:Period FY2005 FY2006 FY2007 Name, membership and address Onn Ping Lan & Company Onn Ping Lan & Company BDO Raffles Professional body Institute of Certified Public Accountants Institute of Certified Public Accountants Institute of Certified Public Accountants

We appointed BDO Raffles as auditors of our Company in place of Messrs Onn Ping Lan & Company for FY2007. We currently have no intention of changing our auditors after the listing of our Company on Catalist. 31. Save as disclosed in this Prospectus, our Directors are not aware of any event which has occurred since the Latest Practicable Date which may have a material effect on the financial information provided in the combined financial statements of our Group.

CONSENTS
32. The Independent Reporting Auditors have given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of the Independent Auditors Report on Combined Financial Statements for the Financial Years Ended 30 June 2005, 2006 and 2007 in the form and context in which it is included and references to their name in the form and context in which it appears in this Prospectus and to act in such capacity in relation to this Prospectus.

117

33.

The Joint Lead Managers, the Underwriter and the Placement Agent, the Solicitors to the Invitation, the Legal Advisors to our Company on Malaysian Law, the Share Registrar, the Principal Banker and Receiving Banker have each given and have not withdrawn their written consents to the issue of this Prospectus with the inclusion herein of their names and references thereto in the form and context in which they respectively appear in this Prospectus and to act in such respective capacities in relation to this Prospectus.

RESPONSIBILITY STATEMENT BY OUR DIRECTORS

34. This Prospectus has been seen and approved by our Directors and they individually and collectively 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, the facts stated and the opinions expressed herein are fair and accurate in all material respects as of the date hereof and there are no material facts the omission of which would make any statements in this Prospectus misleading and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group.

DOCUMENTS AVAILABLE FOR INSPECTION

35. The following documents or copies thereof may be inspected at our registered office at 501 Orchard Road #02-20/22 Wheelock Place Singapore 238880 during normal business hours for a period of six months from the date of registration by the Authority of this Prospectus:(a) (b) the Memorandum and Articles of Association of our Company; the letter from the Auditors on the combined financial statements for the financial years ended 30 June 2005, 2006 and 2007 set out in Appendix I of this Prospectus; the material contracts referred to in this Prospectus; the letters of consent referred to in this Prospectus; and the Service Agreements referred to in this Prospectus.

(c) (d) (e)

118

APPENDIX I

INDEPENDENT AUDITORS REPORT ON COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007
10 January 2008 The Board of Directors Afor Limited 501 Orchard Road #02-20/22 Wheelock Place Singapore 238880 Dear Sirs We have audited the accompanying combined financial statements of Afor Limited (the Company) and its subsidiary (collectively the "Group") as set out on pages I-3 to I-41, comprising the combined balance sheets as at 30 June 2005, 2006 and 2007, the combined income statements, combined statements of changes in equity and combined statements of cash flows for the financial years ended 30 June 2005, 2006 and 2007 and a summary of significant accounting policies and other explanatory notes.

Directors responsibility for the combined financial statements

The Companys Directors are responsible for the preparation and fair presentation of these combined financial statements in accordance with Singapore Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors responsibility
Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits 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 combined financial statements are free from material misstatement. An audit includes performing procedures to obtain evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation and fair presentation of the combined 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Directors, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we obtained is sufficient and appropriate to provide a basis for our audit opinion.

I-1

INDEPENDENT AUDITORS REPORT ON COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

Opinion
In our opinion, the accompanying combined financial statements of the Group present fairly, in all material respects, the state of affairs of the Group as at 30 June 2005, 2006 and 2007 and of the results, changes in equity and cash flows of the Group for the financial years ended on those dates in accordance with the basis of preparation set out in Note 2 to the combined financial statements and Singapore Financial Reporting Standards. This report has been prepared for inclusion in the Prospectus of the Company in connection with the initial public offering of the shares of the Company. No audited financial statements of the Company or its subsidiary have been prepared for any period subsequent to 30 June 2007. Yours faithfully

BDO Raffles Certified Public Accountants Singapore Chia Soo Hien Partner

I-2

AFOR LIMITED AND ITS SUBSIDIARY COMBINED BALANCE SHEETS AS AT 30 JUNE 2005, 2006 AND 2007

Note

2005 $

2006 $

2007 $

Non-current assets Plant and equipment Investment in an associate

5 6

78,312 78,312

320,321 320,321

310,031 310,031

Current assets Inventories Trade and other receivables Cash and cash equivalents

7 8 9

1,364,639 412,643 1,445,621 3,222,903

2,878,389 788,474 3,267,238 6,934,101

3,827,863 3,177,777 3,542,609 10,548,249

Less: Current liabilities Trade and other payables Current income tax payable Net current assets Less: Non-current liabilities Deferred tax liabilities

10

2,118,746 248,700 2,367,446 855,457

4,114,567 386,515 4,501,082 2,433,019

4,675,756 905,647 5,581,403 4,966,846

11

933,769

2,753,340

51,000 5,225,877

Capital and reserve Share capital Accumulated profits

12

350,008 583,761 933,769

350,008 2,403,332 2,753,340

350,008 4,875,869 5,225,877

The accompanying notes form an integral part of the combined financial statements.

I-3

AFOR LIMITED AND ITS SUBSIDIARY COMBINED INCOME STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 Note 2005 $ 26,113,030 (22,409,600) 3,703,430 14 39,542 (1,928,798) (639,293) 15 16 1,174,881 (241,777) 2006 $ 37,862,673 (32,275,878) 5,586,795 45,302 (2,394,546) (855,780) 2,381,771 (406,000) 2007 $ 50,997,903 (43,246,977) 7,750,926 644,441 (3,147,467) (914,363) 4,333,537 (861,000)

Revenue Cost of sales Gross profit Other income Administrative expenses Selling and distribution costs Profit before income tax Income tax expense Profit after income tax attributable to equity holders Earnings per share - Basic - Diluted - Based on Pre-Invitation shares

13

933,104 17 2.6659 2.6659 0.0133

1,975,771

3,472,537

5.6449 5.6449 0.0282

9.9213 9.9213 0.0496

The accompanying notes form an integral part of the combined financial statements.

I-4

AFOR LIMITED AND ITS SUBSIDIARY COMBINED STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007

Note

Share capital $ 350,008 -

Accumulated profits $ 657 933,104 (350,000) 583,761

Total attributable to equity holders of the Company $ 350,665 933,104 (350,000) 933,769

Balance at 1 July 2004 Net profit for the financial year Dividends Balance at 30 June 2005 18

350,008

Balance at 1 July 2005 Net profit for the financial year Dividends Balance at 30 June 2006 18

350,008 350,008

583,761 1,975,771 (156,200) 2,403,332

933,769 1,975,771 (156,200) 2,753,340

Balance at 1 July 2006 Net profit for the financial year Dividends Balance at 30 June 2007 18

350,008 350,008

2,403,332 3,472,537 (1,000,000) 4,875,869

2,753,340 3,472,537 (1,000,000) 5,225,877

The accompanying notes form an integral part of the combined financial statements.

I-5

AFOR LIMITED AND ITS SUBSIDIARY COMBINED CASH FLOW STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007

Note

2005 $

2006 $

2007 $

Cash flows from operating activities Profit before income tax Adjustments for: Allowance for doubtful receivables - trade - non-trade Allowance for inventory obsolescence Allowance for impairment in value of investment in an associate Bad trade receivables written off Depreciation of plant and equipment Gain on disposal of plant and equipment Plant and equipment written off Interest income Operating profit before working capital changes Working capital changes: Inventories Trade and other receivables Trade and other payables Cash generated from operations Interest received Income tax paid Net cash from operating activities Cash flows from investing activities Purchase of plant and equipment Investment in an associate Proceeds from disposal of plant and equipment Net cash used in investing activities Cash flows from financing activities Dividends paid Fixed deposits pledged with a bank Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year

1,174,881

2,381,771

4,333,537

54,826 93,713 54 52,147 21,587 (3,412) 1,393,796

2,246 18,128 47,878 124,594 34,239 (3,002) 2,605,854

54,290 114,144 188,661 (429) 2,548 (1,845) 4,690,906

(652,157) (170,221) 73,651 645,069 3,412 (7,077) 641,404

(1,561,628) (396,207) 2,345,823 2,993,842 3,002 (268,185) 2,728,659

(1,003,764) (2,503,447) 561,189 1,744,884 1,845 (290,868) 1,455,861

(54,217) (54) (54,271)

(400,842) (400,842)

(181,990) 1,500 (180,490)

(235,485) (235,485) 351,648 858,488 9 1,210,136

(506,200) (50,350) (556,550) 1,771,267 1,210,136 2,981,403

(1,000,000) (76,864) (1,076,864) 198,507 2,981,403 3,179,910

The accompanying notes form an integral part of the combined financial statements.

I-6

AFOR LIMITED AND ITS SUBSIDIARY COMBINED STATEMENTS OF ADJUSTMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007

The following adjustments have been made in relation to the audited financial statements of the companies in the Group for the respective financial year in arriving at the combined balance sheets as at 30 June 2005, 2006 and 2007. Per aggregation of financial statements $

Combined balance sheet as at 30 June 2005

Adjustments $ (Note 1) (14,368) (200,000) (214,368)

Per Group $

Trade and other receivables Cash and cash equivalents Trade and other payables

427,011 1,645,621 2,333,114 Per aggregation of financial statements $

412,643 1,445,621 2,118,746

Combined balance sheet as at 30 June 2006

Adjustments $ (Note 2) (31,296) (200,000) (213,168) (18,128)

Per Group $

Trade and other receivables Cash and cash equivalents Trade and other payables Accumulated profits

819,770 3,467,238 4,327,735 2,421,460 Per aggregation of financial statements $

788,474 3,267,238 4,114,567 2,403,332

Combined balance sheet as at 30 June 2007

Adjustments $ (Note 3) (36,498) (36,498)

Per Group $

Trade and other receivables Trade and other payables

3,214,275 4,712,254

3,177,777 4,675,756

I-7

AFOR LIMITED AND ITS SUBSIDIARY COMBINED STATEMENTS OF ADJUSTMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

The following adjustments have been made in relation to the audited financial statements of the companies in the Group for the respective financial year in arriving at the combined income statement for the financial year ended 30 June 2006. Per aggregation of financial statements $

Combined income statement for the financial year ended 30 June 2006

Adjustments $ (Note 4) (18,128) (18,128) (18,128)

Per Group $

Revenue Cost of sales Gross profit Other income Administrative expenses Selling and distribution costs Profit before income tax Income tax expense Profit after income tax Notes to combined statements of adjustments (1) These represent mainly the following: (a) (b) (2)

37,862,673 (32,275,878) 5,586,795 45,302 (2,376,418) (855,780) 2,399,899 (406,000) 1,993,899

37,862,673 (32,275,878) 5,586,795 45,302 (2,394,546) (855,780) 2,381,771 (406,000) 1,975,771

elimination of inter-company balances of $14,368; and set off of cash at bank to amount due from Directors of $200,000.

These represent mainly the following: (a) (b) (c) allowance for doubtful non-trade receivable from a related party of $18,128; elimination of inter-company balances of $13,168; and set off of cash at bank to amount due from Directors of $200,000.

(3) (4)

This represents elimination of inter-company balances of $36,498. This represents an adjustment pertaining to allowance for doubtful non-trade receivable from a related party of $18,128.

I-8

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007

These notes form an integral part and should be read in conjunction with the combined financial statements. These combined financial statements were authorised for issue by the Directors on 10 January 2008 and have been prepared for inclusion in the Prospectus of Afor Pte. Ltd. (the Company) and its subsidiary (the Group) to be issued by the Company after its conversion to a public company and change of its name to Afor Limited. 1. Corporate information (a) Domicile and activities The Company was incorporated in the Republic of Singapore on 9 April 2002 under the Singapore Companies Act, Cap. 50 (the Act) as an exempt private limited company. In connection with its conversion into a public company limited by shares, the Company changed its name to Afor Limited on 10 December 2007. The address of the Companys registered office and principal place of business is at 501 Orchard Road, #02-20/22, Wheelock Place, Singapore 238880. The Companys registration number is 200202930G. The principal activities of the Company are those of distribution and selling of computers and computer products and providing maintenance and computer related services. The principal activities of the subsidiaries are set out in Note 1 (b) to the combined financial statements. (b) Restructuring exercise Prior to the Invitation, a restructuring exercise (the Restructuring Exercises) was carried out which resulted in the Company becoming the holding company of the Group. The following steps were taken in the Restructuring Exercise: (i) Acquisition of Afor Sdn. Bhd. (Afor (Malaysia)) On 30 July 2007, the Company acquired the equity interests of the shareholders of Afor (Malaysia), namely, Messrs Seah Kok Wah and Lee Siew Ha of 50% and 50% respectively for a cash consideration of RM1 each. As at 30 June 2007, Afor (Malaysia) had a net tangible liability of $142. Pursuant to the acquisition, Afor (Malaysia) became a wholly-owned subsidiary of the Company. On 18 October 2007, the Company subscribed for additional 299,998 ordinary shares of RM1 each in Afor (Malaysia) for a total consideration of RM299,998. Pursuant to the said subscription, the Companys total investment in Afor (Malaysia) increased from 2 to 300,000 ordinary shares.

I-9

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

1.

Corporate information (Continued) (b) Restructuring exercise (Continued) (ii) Disposal of shares by Mr Seah Kok Wah On 13 September 2007, Mr Seah Kok Wah disposed of his entire shareholdings in the Company, comprising of 24,886 shares to Lam Wai Heng, Christina Wong Chan Chan and Brenda Yeo of 5,986 shares, 15,750 shares and 3,150 shares respectively at a consideration of $201,429, $529,988 and $100,012 respectively. The said consideration was based on an agreed price earning ratio of approximately three times of the Companys profit after income tax for the financial year ended 30 June 2007. Mr Seah Kok Wah is a founder of the Company, whom the Chief Executive Officer, Mr Jimmy Fong Teck Loon, got to know while they were both employed by the Sun Microsystems Inc.s subsidiaries in Singapore and Malaysia. Mr Seah Kok Wah has never been involved in the day-to-day operations and management of the Company. He currently operates and manages an IT company, Bimbit.com.Sdn Bhd (Bimbit) in which he is the major shareholder. Bimbit is an online retailer of music and sells prepaid cards to end users to download music files from its website. The Directors of the Company understand that Mr Seah Kok Wah had disposed of his said shares in the Company in order to focus on and expand his other businesses which include Bimbit and investments in property and IT in Hong Kong, Malaysia and the Peoples Republic of China. (iii) Disposal of Bonus Resources Limited (Bonus) Pursuant to a sale and purchase agreement dated 19 September 2007 entered into between the Company and Mr Seah Kok Wah, a shareholder of Bonus, the Company disposed of 33 shares in the capital of Bonus, representing entire 33.3% shareholdings in Bonus for a cash consideration of $1. (iv) Acquisition of ACDC Technologies Pte. Ltd. (ACDC) Pursuant to a sale and purchase agreement dated 20 November 2007 entered into between the Company and the shareholders of ACDC, namely, Messrs Jimmy Fong Teck Loon and Lam Wai Heng, the Company acquired 99.997% and 0.003% respectively of their equity interests in ACDC for a consideration of $22,364 and $2 respectively. The purchase consideration was based on the audited net tangible asset of ACDC of $22,366 as at 30 June 2007 and was satisfied by the issue and allotment of 34,998 shares and 4 shares to Messrs Jimmy Fong Teck Loon and Lam Wai Heng, respectively. Pursuant to the acquisition, ACDC became wholly-owned subsidiary of the Company. (v) Transfer of shares held in trust by Mr Jimmy Fong Teck Loon Mr Jimmy Fong Teck Loon had on 23 November 2007 transferred 47,250 shares and 23,678 shares, which were held in trust, to Messrs Johnson Goh Ann Ann and Lam Wai Heng, respectively. Under the trust arrangement, Mr Jimmy Fong Teck Loon held the said shares in trust, dealing with all matters and exercising all rights in respect thereto on behalf of Messrs Johnson Goh Ann Ann and Lam Wai Heng.

I-10

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

1.

Corporate information (Continued) (b) Restructuring exercise (Continued) Upon the completion of the Restructuring Exercise and as at the date of this report, the Company has the following subsidiaries: Effective equity interest held by the Company

Name of subsidiaries

Date and country of incorporation

Registered and paid in capital

Principal activities

Held by Company ACDC

29 April 2002 Singapore

$35,002

Investment holding. Currently holds the lease for the retail outlet at Suntec City Retail of Apple brand products and complementary products

100%

Afor (Malaysia)

2 April 2007 Malaysia

RM300,000

100%

2.

Basis of preparation of combined financial statements The Restructuring Exercise involved companies which are under common control. The combined financial statements of the Group for the financial years ended 30 June 2005, 2006 and 2007 have been prepared in a manner similar to the pooling-of-interest method. Such manner of presentation reflects the economic substance of the combining companies as a single economic enterprise, although the legal parent-subsidiary relationship was not established until after the balance sheet date. These combined financial statements of the Group are a combination or aggregation of the financial statements of the Company. The statutory audited financial statements of the Company and ACDC are prepared in accordance with Singapore Financial Reporting Standards (FRS).

I-11

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 2. Basis of preparation of combined financial statements (Continued) The statutory financial statements of the companies in the Group as at and for the three financial years ended 30 June 2005, 2006 and 2007 covered by this report were audited by the following firms of Certified Public Accountants whom issued unqualified audit opinions in their reports: Name of company Afor Pte. Ltd. Auditors Onn Ping Lan & Company BDO Raffles ACDC Technologies Pte. Ltd. Onn Ping Lan & Company BDO Raffles Financial year Financial years ended 30 June 2005 and 2006 Financial year ended 30 June 2007 Financial years ended 30 June 2005 and 2006 Financial year ended 30 June 2007

The combined financial statements have been prepared in accordance with FRS. The combined financial statements have been prepared under the historical cost convention except as disclosed in the Note 3 to the combined financial statements. The preparation of combined financial statements in conformity with FRS requires the Directors of the Company to exercise judgement in the process of applying the Groups accounting policies and requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, and the reported amounts of revenue and expenses throughout the financial years. Although these estimates are based on Directors best knowledge of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, actual results may differ from those estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical accounting judgements and key sources of estimation uncertainty used that are significant to the combined financial statements are disclosed in Note 4 to the combined financial statements.

I-12

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (a) Changes in accounting policies In respect of the financial year ended 30 June 2005, the Group adopted the new and revised FRS that are relevant to its operations and effective for annual periods beginning on or after 1 July 2004. The adoption of these FRS did not result in significant changes to the Groups accounting policies. In respect of the financial year ended 30 June 2006, the Group adopted all the new and revised FRS and Interpretations of FRS (INT FRS) that are relevant to its operations and effective for annual periods beginning on or after 1 July 2005. This includes the following new and revised standards, which are relevant to the Group: FRS 1 (revised 2004) FRS 2 (revised 2004) FRS 8 (revised 2004) FRS 10 (revised 2004) FRS 16 (revised 2004) FRS 21 (revised 2004) FRS 24 (revised 2004) FRS 28 (revised 2004) FRS 32 (revised 2004) FRS 33 (revised 2004) FRS 36 (revised 2004) FRS 39 (revised 2004) : Presentation of Financial Statements : Inventories : Accounting Policies, Changes in Accounting Estimates and Errors : Events after the Balance Sheet Date : Property, Plant and Equipment : The Effects of Changes in Foreign Exchange Rates : Related Party Disclosures : Investment in Associates : Financial Instruments: Disclosure and Presentation : Earnings per Share : Impairment of Assets : Financial Instruments: Recognition and Measurement Operations

The adoption of the above new and revised FRS and INT FRS did not result in significant changes to the Groups accounting policies. In respect of the financial year ended 30 June 2007, the Group adopted the new or revised FRS and INT FRS that are relevant to its operations and effective for the annual period beginning on 1 July 2006. Changes to the Groups accounting policies have been made as required, in accordance with the relevant transitional provisions in the respective FRS and INT FRS. The adoption of the new or revised FRS and INT FRS did not result in any substantial changes to the Groups accounting policies.

I-13

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (a) Changes in accounting policies (Continued)

FRS and INT FRS issued but not yet effective

As at 30 June 2007, the Group has not adopted the following FRS and INT FRS that have been issued but not yet effective: Effective date (Annual periods beginning on or after) : Amendments to FRS 1 (revised), Presentation of Financial Statements (Capital Disclosures) FRS 40 : Investment Property FRS 107 : Financial Instruments: Disclosures FRS 108 : Operating Segments INT FRS 110 : Interim Financial Reporting and Impairment INT FRS 111 : FRS 102 Group and Treasury Share Transactions INT FRS 112 : Service Concession Arrangements FRS 1 1 January 2007 1 January 2007 1 January 2007 1 January 2009 1 November 2006 1 March 2007 1 January 2008

The Group expects that the adoption of the above pronouncements, if applicable, will have no material impact on the financial statements in the period of initial application, except for the amendments to FRS 1 (revised) and FRS 107 as indicated below:

FRS 1, Amendments to FRS 1 (revised), Presentation of Financial Statements (Capital Disclosures)

The amendments to FRS 1 (revised) requires the Group to make new disclosures to enable users of the financial statements to evaluate the Groups objectives, policies and processes for managing capital.

FRS 107, Financial Instruments: Disclosures

FRS 107 introduces new disclosures about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Group will apply FRS 107 and the amendments to FRS 1 (revised) from annual period beginning 1 July 2007.

I-14

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 3. Summary of significant accounting policies (Continued) (b) Basis of combination

Acquisition under common control

Business combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. For this purpose, comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Groups controlling shareholders financial statements. The components of equity of the acquired entities are added to the same components within the Group equity. Any difference between the cash paid for the acquisition and net assets acquired is recognised directly to equity.

Transaction eliminated on combination

Intra-group balances and any unrealised income or expenses arising from intra-group transactions are eliminated in preparing the combined financial statements. (c) Plant and equipment Plant and equipment are initially recorded at cost. Subsequent to recognition, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment in value, if any. The cost of plant and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the plant and equipment. Subsequent expenditure relating to the plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that the future economic benefits, in excess of the standard of performance of the asset before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred. On disposal of an item of plant and equipment, the difference between the net disposal proceeds and its carrying amount is taken to the combined income statements. Depreciation is provided using the straight-line method so as to write off the cost of the plant and equipment over their estimated useful lives as follows: Years Demo equipment Office equipment Furniture and fittings Renovation 3 3 3 3

The residual values, useful life and depreciation method are reviewed at each balance sheet date to ensure that the residual values, period of depreciation and depreciation method are consistent with previous estimates and expected pattern of consumption of the future economic benefits embodied in the items of plant and equipment.

I-15

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 3. Summary of significant accounting policies (Continued) (d) Associate An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. This generally coincides with the Group having a 20% or more of the voting power, or has representation on the Board of Directors. The Groups investment in an associate is accounted for using the equity method. Under the equity method, the investment in an associate is carried in the balance sheet at cost plus post-acquisition changes in the Groups share of net assets of the associate. The Groups share of the profit or loss of the associate is recognised in the combined income statement. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of such changes. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment in value with respect to the Groups net investment in the associate. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. Goodwill relating to an associate is included in the carrying amount of the investment. Any excess of the Groups share of the net fair value of the associates identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Groups share of the associates results in the period in which the investment is acquired. When the Groups share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. (e) Impairment of non-financial assets The carrying amounts of non-financial assets are reviewed at each balance sheet date to determine whether there is any indication of impairment in value and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, or when annual impairment testing for an asset is required, the assets recoverable amount is estimated. An impairment in value is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment in value is recognised in the combined income statements, unless it reverses a previous revaluation, in which case it is charged to equity. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and value in use. Recoverable amount is determined for individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The fair value less costs to sell is the amount obtainable from the sale of an asset or cash-generating unit in an arms length transaction between knowledgeable, willing parties, less costs of disposal. Value in use is the present value of estimated future cash flows expected to arose from the continuing use of an asset and from its disposal at the end of its useful life, discounted at pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the asset or cash-generating unit for which the future cash flow estimates have not been adjusted.

I-16

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (e) Impairment of non-financial assets (Continued) An assessment is made at the balance sheet dates as to whether there is any indication that an impairment in value recognised in prior periods for an asset may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. An impairment in value recognised in prior periods is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment in value was recognised. An impairment in value is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment in value had been recognised. Reversals of impairment in value are recognised in the combined income statements unless the asset or cash is carried at revalued amount. After such a reversal, the depreciation is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (f) Financial assets The Group classifies its financial assets as loans and receivables. The classification depends on the purpose of which the assets are acquired. The Directors of the Company determine the classification of the financial assets at initial recognition and re-evaluate this designation at the balance sheet dates. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are classified within trade and other receivables and cash and cash equivalents on the combined balance sheets.

Recognition and derecognition

Regular purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On sale of a financial asset, the difference between the carrying amount and the net sale proceeds is recognised in the combined income statements. Any amount in the fair value reserve relating to the asset is also recognised in the combined income statements.

Initial and subsequent measurement

Financial assets are initially recognised at fair value plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost using the effective interest rate method, less impairment in value, if any.

I-17

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (f) Financial assets (Continued)

Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. (i) Loans and receivables An allowance for impairment of loans and receivables is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of allowance is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in the combined income statements. If, in a subsequent period, the amount of the impairment in value decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recgnised impairment in value is reversed. Any subsequent reversal of an impairment in value is recognised in the combined income statements, to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. (g) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis and includes all costs of purchase and other cost incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price at which the inventories can be realised in the normal course of business after allowing for the costs of realisation. Allowance is made for obsolete, slow-moving and defective inventories. (h) Cash and cash equivalents Cash and cash equivalents comprise demand deposits, cash and bank balances and short-term highly liquid investments that are readily convertible to cash and which are subject to an insignificant risk of change in value.

I-18

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (i) Financial liabilities The accounting policies adopted for specific financial liabilities are set out below: (i) Trade and other payables Trade and other payables are recognised initially at cost which represents the fair value of the consideration to be paid in the future, less transaction cost, for goods received, whether or not billed to the Group, and are subsequently measured at amortised cost using the effective interest method. Gains or losses are recognised in the combined income statements when the liabilities are derecognised as well as through the amortisation process.

Recognition and derecognition

Financial liabilities are recognised on the combined balance sheets when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. Financial liabilities are derecognised when the contractual obligation has been discharged or cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount and the consideration paid is recognised in the combined income statements. (j) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the Group. Incremental costs directly attributable to the issuance of new shares are shown in the equity as a deduction from the proceeds. (k) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable for the sale of goods in the ordinary course of business of the Group. Revenue is presented, net of rebates and discounts and sales related taxes. Revenue from sale of goods is recognised upon passage of title to the customer which coincides with the delivery and acceptance. Interest income is recognised on a time-proportion basis using the effective interest rate method.

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AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (l) Leases

When a Group is the lessee of an operating lease

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognised in the combined income statements on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes place. Contingent rents are recognised as an expense in the combined income statements in the financial year in which they are incurred. (m) Employee benefits

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the combined income statements in the same financial year as the employment that gives rise to the contributions. (n) Income tax expense Income tax expense for the three financial years comprise current and deferred taxes. Income tax is recognised in the combined income statements except to the extent that it relates to items recognised directly in equity, in which case such income tax is recognised in equity. Current tax is the expected tax payable on the taxable income for the three financial years, using tax rates enacted or substantially enacted at the balance sheet dates, and any adjustment to income tax payable in respect of previous financial years. Deferred tax is provided, using the liability method, for temporary differences at the balance sheets date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is measured using the tax rates expected to be applied to the temporary differences when they are realised or settled, based on tax rates enacted or substantially enacted at the balance sheet dates. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that the related tax benefits will be realised.

I-20

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

3.

Summary of significant accounting policies (Continued) (n) Income tax expense (Continued) Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same tax authority and the Group intends to settle its current tax assets and liabilities on a net basis. (o) Foreign currencies The combined financial statements of the Group are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The Group has determined that its presentation currency is Singapore dollar. In preparing the combined financial statements, transactions in currencies other than the entitys functional currency (foreign currency) are recorded at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary items denominated in foreign currencies are re-translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Exchange differences arising on the settlement of monetary items and on re-translation of monetary items are included in the income statement for the financial year. Exchange differences arising on the re-translation of non-monetary items carried at fair value are included in the combined income statements for the financial years except for differences arising on the re-translation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity. (p) Dividends Interim dividends are recognised during the financial year in which they are declared payable. Final dividends on ordinary shares are recognised as a liability in the financial year in which they are approved by the shareholders. (q) Subsidiaries Subsidiaries are entities over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding, of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

I-21

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

4.

Critical accounting judgements and key sources of estimation uncertainty

Critical judgements in applying the Groups accounting policies

In the process of applying the Groups accounting policies, the Directors of the Company are of the opinion that there are no critical judgements involved that have a significant effect on the amounts recognised in the combined financial statements except as discussed below. (i) Impairment of financial assets The Group follows the guidance of FRS 39 on determining when a financial asset is other than temporarily impaired. This determination requires significant judgement. The Group evaluates, among other factors, the duration and extent to which the fair value of a financial asset is less than its cost and the financial health of and near-term business outlook for the financial asset, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet dates, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities and reported amounts of revenue and expenses within the next financial year, are discussed below. (i) Depreciation of plant and equipment Plant and equipment are depreciated on a straight-line method over their estimated useful lives. The Directors of the Company estimate the useful lives of these assets to be 3 years. The carrying amounts of plant and equipment as at 30 June 2005, 2006 and 2007 were $78,312, $320,321 and $310,031 respectively. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

I-22

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

4.

Critical accounting judgements and key sources of estimation uncertainty (Continued)

Key sources of estimation uncertainty (Continued)

(ii) Allowance for obsolescence inventories Inventories are stated at the lower of cost and net realisable value. The Directors of the Company primarily determine cost of inventories using the first-in, first-out method. The Directors of the Company estimate the net realisable value of inventories based on assessment of receipt or committed sales prices and provide for excess and obsolete inventories based on accumulation of aged inventories, estimated future demand and related pricing. In determining excess quantities, the Directors of the Company consider inventory forecast uncertainty, recent sales activities, related margin and market positioning of its products. However, factors beyond its control, such as demand levels, technological advances and pricing competition, could change from period to period. Such factors may require the Group to reduce the value of its inventories. The carrying amounts of the Groups inventories as at 30 June 2005, 2006 and 2007 were $1,364,639, $2,878,389 and $3,827,863 respectively. (iii) Allowance for doubtful receivables The Directors of the Company establish allowance for doubtful receivables on a case-bycase basis when they believe that payment of amounts owed is unlikely to occur. In establishing these allowances, the Directors of the Company consider its historical experience and changes to its customers financial position. If the financial conditions of receivables were to deteriorate, resulting in impairment of their ability to make the required payments, additional allowances may be required. The carrying amounts of trade and other receivables as at 30 June 2005, 2006 and 2007 were $412,643, $788,474 and $3,177,777 respectively. (iv) Income taxes Significant judgements are involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters differs from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the financial years in which such determination is made. The carrying amounts of current income tax payable as at 30 June 2005, 2006 and 2007 were $248,700, $386,515 and $905,647 respectively. The carrying amounts of deferred tax liabilities as at 30 June 2005, 2006 and 2007 were $Nil, $Nil and $51,000 respectively.

I-23

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

5.

Plant and equipment Furniture. and. fittings. $.

Demo. equipment. $. Cost Balance at 1 July 2004 Additions Written off Balance at 30 June 2005 Accumulated depreciation Balance at 1 July 2004 Depreciation for the financial year Written off Balance at 30 June 2005 Net book value At 30 June 2005 Cost Balance at 1 July 2005 Additions Written off Balance at 30 June 2006 Accumulated depreciation Balance at 1 July 2005 Depreciation for the financial year Written off Balance at 30 June 2006 Net book value At 30 June 2006

Office. equipment. $.

Renovation. $.

Total. $.

80,992. 16,775. (46,282) 51,485.

26,927. 25,684. (1,850) 50,761.

1,886. 6,645. -. 8,531.

78,660. 5,113. (18,613) 65,160.

188,465. 54,217. (66,745) 175,937.

53,802. 25,226. (40,038) 38,990.

10,649. 18,233. (637) 28,245.

519. 898. -. 1,417.

25,666. 7,790. (4,483) 28,973.

90,636. 52,147. (45,158) 97,625.

12,495.

22,516.

7,114.

36,187.

78,312.

51,485. 39,354. -. 90,839.

50,761. 81,306. -. 132,067.

8,531. 17,439. -. 25,970.

65,160. 262,743. (65,160) 262,743.

175,937. 400,842. (65,160) 511,619.

38,990. 43,576. -. 82,566.

28,245. 32,017. -. 60,262.

1,417. 7,741. -. 9,158.

28,973. 41,260. (30,921) 39,312.

97,625. 124,594. (30,921) 191,298.

8,273.

71,805.

16,812.

223,431.

320,321.

I-24

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

5.

Plant and equipment (Continued) Furniture and fittings $

Demo equipment $ Cost Balance at 1 July 2006 Additions Disposals Written off Balance at 30 June 2007 Accumulated depreciation Balance at 1 July 2006 Depreciation for the financial year Disposals Written off Balance at 30 June 2007 Net book value At 30 June 2007

Office equipment $

Renovation $

Total $

90,839 32,200 (1,286) (90,839) 30,914

132,067 50,100 (47,955) 134,212

25,970 19,676 -. (3,075) 42,571

262,743 80,014 342,757

511,619 181,990 (1,286) (141,869) 550,454

82,566 13,818 (215) (90,839) 5,330

60,262 44,041 (45,408) 58,895

9,158 13,009 -. (3,074) 19,093

39,312 117,793 157,105

191,298 188,661 (215) (139,321) 240,423

25,584

75,317

23,478

185,652

310,031

6.

Investment in an associate 2005 $ Equity investment, at cost Allowance for impairment in value 54 (54) 2006 $ 54 (54) 2007 $ 54 (54) -

Movements in allowance for impairment in value of investment in an associate are as follows: 2005 $ Balance at beginning of financial year Allowance made during the financial year Balance at end of financial year 54 54 2006 $ 54 54 2007 $ 54 54

I-25

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 6. Investment in an associate (Continued) As at 30 June 2005, 2006 and 2007, the Group carried out a review on the recoverable amount of its investment in an associate. The review led to the recognition of an impairment in value of $54, $Nil and $Nil respectively for the financial years ended 30 June 2005, 2006 and 2007 respectively that have been recognised in the combined income statements. Details of the associate follows: Effective equity interest 2005 2006 % %

Name of associate (Country of incorporation and place of business) Bonus Resources Limited (British Virgin Islands)

2007 %

Principal activity

33

33

33

Dormant

On 6 May 2005, the Company acquired 33% of the issued capital of Bonus for a total consideration of $54. The Group has not equity accounted for its share of results of the associate as it was dormant throughout the period under review. The Group has recognised an impairment in value and has not recognised further losses as it did not provide any commitment to obligations of the associate beyond its cost of investment other than allowance on advances made to associate for purpose of incorporation. The investment in an associate was disposed of subsequent to the balance sheet date as disclosed in Note 1(b)(iii) to the combined financial statements.

7.

Inventories 2005 $ Trading goods 1,364,639 2006 $ 2,878,389 2007 $ 3,827,863

The cost of inventories recognised as an expense and included in the cost of sales for the financial years ended 30 June 2005, 2006 and 2007 amounted to $22,254,376, $32,032,873 and $42,184,283 respectively. Movements in allowance for inventory obsolescence are as follows: 2005 $ Balance at beginning of the financial year Allowance made during the financial year Balance at end of the financial year 93,713 93,713 2006 $ 93,713 47,878 141,591 2007 $ 141,591 54,290 195,881

I-26

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 8. Trade and other receivables 2005 $ Trade receivables - third parties - a related party Allowance for doubtful trade receivables - third parties Advance payments to suppliers Other receivables Rental and other deposits Prepayments Due from related parties - non-trade Due from an associate - non-trade Allowance for doubtful non-trade receivables 2006 $ 2007 $

273,582 273,582 (54,826) 218,756 51,654 3,939 105,778 32,516 412,643

606,506 606,506 (57,072) 549,434 65,851 2,737 147,180 7,627 15,645 18,128 (18,128) 788,474

2,431,083 21,875 2,452,958 -. 2,452,958 237,535 56,321 208,486 222,477 3,177,777

Trade receivables are non-interest bearing and generally on 30 days terms. The trade amount due from a related party is unsecured, interest-free and repayable within trade credit terms. The non-trade amounts due from related parties and an associate are unsecured, interest-free and repayable on demand. Rental and other deposits substantially pertained to rental deposits made to the Groups landlord. Movements in allowance for doubtful trade receivables - third parties are as follows: 2005 $ Balance at beginning of financial year Allowance made during the financial year Bad receivables written off against allowance Balance at end of financial year 54,826 54,826 2006 $ 54,826 2,246 57,072 2007 $ 57,072 (57,072) -

Allowance for doubtful trade receivables of $54,826, $2,246 and $Nil for the financial years ended 30 June 2005, 2006 and 2007 respectively of the Group were recognised in the combined income statements subsequent to a debt recovery assessment performed on trade receivables for the financial years ended 30 June 2005, 2006 and 2007.

I-27

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 8. Trade and other receivables (Continued) Movements in allowance for doubtful non-trade receivables - an associate are as follows: 2005 $ Balance at beginning of financial year Allowance made during the financial year Bad receivables written off against allowance Balance at end of financial year 2006 $ 18,128 18,128 2007 $ 18,128 (18,128) -

Allowance for doubtful non-trade receivables of $Nil, $18,128 and $Nil for the financial years ended 30 June 2005, 2006 and 2007 respectively of the Group were recognised in the combined income statements subsequent to a debt recovery assessment performed on non-trade receivables for the financial years ended 30 June 2005, 2006 and 2007. Trade and other receivables are denominated in the following currencies: 2005 $ Singapore dollar United States dollar 412,643 412,643 2006 $ 788,474 788,474 2007 $ 3,004,080 173,697 3,177,777

I-28

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 9. Cash and cash equivalents 2005 $ Fixed deposits Cash and bank balances Cash and cash equivalents as per combined balance sheets Fixed deposits pledged Cash and cash equivalents as per combined cash flows statements 235,485 1,210,136 1,445,621 (235,485) 1,210,136 2006 $ 285,835 2,981,403 3,267,238 (285,835) 2,981,403 2007 $ 362,699 3,179,910 3,542,609 (362,699) 3,179,910

As at 30 June 2005, 2006 and 2007, the fixed deposits of $235,485, $285,835 and $362,699 respectively are placed in the name of certain Directors of the Company who are holding the monies in trust of the Company. The fixed deposits are pledged to a bank for bankers guarantee issued on behalf of the Company. As at 30 June 2005, 2006 and 2007, the Group's bank facilities amounted to $1,250,000, $3,150,000 and $3,701,552 respectively were pledged by fixed deposits with banks and personal guarantee by a Director of the Company. As at 30 June 2005, 2006 and 2007, the Group has banking facilities as follows: 2005 $ Facilities granted Facilities utilised 1,250,000 591,000 2006 $ 3,150,000 521,472 2007 $ 3,701,552 1,058,612

Cash and cash equivalents included in the combined balance sheets are denominated in the following currencies: 2005 $ Singapore dollar United States dollar 1,445,621 1,445,621 2006 $ 2,718,775 548,463 3,267,238 2007 $ 3,408,258 134,351 3,542,609

I-29

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 10. Trade and other payables 2005 $ Trade payables - third parties Other payables Accrued operating expenses Non-trade payables - Directors of the Company - a shareholder 1,310,760 5,703 280,227 494,405 27,651 2,118,746 2006 $ 3,795,273 7,660 287,651 23,983 4,114,567 2007 $ 4,558,483 14,254 103,019 4,675,756

Trade payables are non-interest bearing and are normally settled between 30 to 60 days term. The non-trade amount due to Directors of the Company and a shareholder are unsecured, interest-free and repayable on demand. Trade and other payables are denominated in the following currencies: 2005 $ Singapore dollar United States dollar 1,293,200 825,546 2,118,746 2006 $ 2,020,671 2,093,896 4,114,567 2007 $ 1,073,511 3,602,245 4,675,756

11.

Deferred tax liabilities 2005 $ Balance at beginning of financial year Transfer from combined income statements Balance at end of financial year 2006 $ 2007 $ 51,000 51,000

Deferred tax liabilities arise as a result of temporary differences between the tax written down values and the net book values of the plant and equipment computed at statutory tax rate.

I-30

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 12. Share capital 2005 $ Issued and fully-paid ordinary share capital of: - Afor Pte. Ltd. - ACDC Technologies Pte. Ltd. 2006 $ 2007 $

315,006 35,002 350,008

315,006 35,002 350,008

315,006 35,002 350,008

For the purpose of the combined financial statements, the share capital represents the paid-up share capital of the Company and the aggregation of the Groups interest in the paid-up capital of its subsidiary. 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 Group. All shares rank equally with regard to the Groups residual assets. Prior to the Invitation, a Restructuring Exercise was carried out which resulted in the Company becoming the holding company of the Group. The following steps were taken in the Restructuring Exercise: (i) Acquisition of Afor (Malaysia) On 30 July 2007, the Company acquired the equity interests of the shareholders of Afor (Malaysia), namely, Messrs Seah Kok Wah and Lee Siew Ha of 50% and 50% respectively for a cash consideration of RM1 each. As at 30 June 2007, Afor (Malaysia) had a net tangible liability of $142. Pursuant to the acquisition, Afor (Malaysia) became a wholly-owned subsidiary of the Company. (ii) Disposal of shares by a shareholder, Mr Seah Kok Wah On 13 September 2007, Mr Seah Kok Wah disposed of his entire shareholdings in the Company, comprising of 24,886 shares to Lam Wai Heng, Christina Wong Chan Chan and Brenda Yeo of 5,986 shares, 15,750 shares and 3,150 shares respectively at a consideration of $201,429, $529,988 and $100,012 respectively. The said consideration was based on an agreed price earning ratio of approximately three times of the Companys profit after income tax for the financial year ended 30 June 2007. Mr Seah Kok Wah is a founder of the Company, whom the Chief Executive Officer, Mr Jimmy Fong Teck Loon, got to know while they were both employed by the Sun Microsystems Inc.s subsidiaries in Singapore and Malaysia. Mr Seah Kok Wah has never been involved in the day-to-day operations and management of the Company. He currently operates and manages an IT company, Bimbit.com.Sdn Bhd (Bimbit) in which he is the major shareholder. Bimbit is an online retailer of music and sells prepaid cards to end users to download music files from its website. The Directors of the Company understand that Mr Seah Kok Wah had disposed of his said shares in the Company in order to focus on and expand his other businesses which include Bimbit and investments in property and IT in Hong Kong, Malaysia and the Peoples Republic of China.

I-31

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 12. Share capital (Continued) (iii) Acquisition of ACDC Pursuant to a sale and purchase agreement dated 20 November 2007 entered into between the Company and the shareholders of ACDC, namely, Messrs Jimmy Fong Teck Loon and Lam Wai Heng, the Company acquired 99.997% and 0.003% respectively of their equity interests in ACDC for a consideration of $22,364 and $2 respectively. The purchase consideration was based on the audited net tangible asset of ACDC of $22,366 as at 30 June 2007 and was satisfied by the issue and allotment of 34,998 shares and 4 shares to Messrs Jimmy Fong Teck Loon and Lam Wai Heng, respectively. Pursuant to the acquisition, ACDC became wholly-owned subsidiary of the Company. (v) Transfer of Shares held in trust by Mr Jimmy Fong Teck Loon Mr Jimmy Fong Teck Loon had on 23 November 2007 transferred 47,250 shares and 23,678 shares, which were held in trust, to Messrs Johnson Goh Ann Ann and Lam Wai Heng, respectively. Under the trust arrangement, Mr Jimmy Fong Teck Loon held the said shares in trust, dealing with all matters and exercising all rights in respect thereto on behalf of Messrs Johnson Goh Ann Ann and Lam Wai Heng. 13. Revenue Revenue represents invoiced value of goods sold less goods returned, discounts allowed and goods and services tax. The Groups revenue is in respect of external transactions only.

14.

Other income 2005 $ Interest income Foreign exchange gain Gain in disposal of plant and equipment Marketing income Sponsorship income Sundry income 3,412 30,537 5,593 39,542 2006 $ 3,002 42,300 45,302 2007 $ 1,845 134,744 429 294,285 207,032 6,106 644,441

I-32

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 15. Profit before income tax The above is arrived at: 2005 $ 2006 $ 2007 $

Administrative expenses Allowance for doubtful receivables - trade - non-trade Allowance for impairment in value of investment in an associate Allowance for inventory obsolescence Bad trade receivables written off Depreciation of plant and equipment Operating lease expenses Plant and equipment written off Staff costs - salaries, wages and bonuses * - contributions to defined contribution plans Selling and distribution costs Advertising and promotion Commission expenses Credit card charges

54,826 54 93,713 52,147 260,364 21,587 828,168 84,110

2,246 18,128 47,878 124,594 337,845 34,239 1,316,026 103,641

54,290 114,144 188,661 602,326 2,548 1,640,802 175,677

75,273 160,754 370,534

74,216 156,245 538,961

(188) 228,274 610,350

* These expenses include the amounts of Directors remuneration of $538,124, $357,170 and $251,498 for financial year ended 30 June 2005, 2006 and 2007, respectively.

I-33

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 16. Income tax expense 2005 $ Current income tax - current financial year - underprovision in prior financial years 2006 $ 2007 $

241,777 241,777

406,000 406,000

750,000 60,000 810,000

Deferred tax - current financial year - underprovision in prior financial years Total income tax expense in combined income statements Reconciliation of effective income tax rate

241,777

406,000

21,000 30,000 51,000 861,000

2005 $ Profit before income tax Income tax calculated at statutory tax rates of 20%, 20%, 18% respectively Expenses not deductible for income tax purposes Effect of change in statutory tax rate Singapores statutory stepped income exception Underprovision of current income tax in prior financial years Underprovision of deferred tax in prior financial years Others 1,174,881

2006 $ 2,381,771

2007 $ 4,333,537

234,976 4,822 (10,500) 12,479 241,777

476,354 519 (10,500) (60,373) 406,000

780,036 1,241 1,538 (27,450) 60,000 30,000 15,635 861,000

I-34

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

17.

Earnings per share The calculations for basic earnings per share for the relevant periods is based on the profit attributable to equity holders for the financial years ended 30 June 2005, 2006 and 2007 by the actual number of ordinary shares in issue in the relevant periods. The Group does not have any dilutive options for the relevant periods. The calculations for earnings per share based on Pre-Invitation share capital for the relevant periods is based on the profit attributable to equity holders for the financial years ended 30 June 2005, 2006 and 2007 on the assumption that Pre-Invitation share capital of 70,001,600 ordinary shares are in issue as at the date of the Prospectus.

18.

Dividends 2005 $ Interim exempt (one-tier) dividend declared and paid of approximately $1.11, $0.50, and $3.17 for the financial years ended 30 June 2005, 2006 and 2007 respectively 2006 $ 2007 $

350,000

156,200

1,000,000

19.

Operating lease commitments

Group as a lessee
As at 30 June 2005, 2006 and 2007, there were operating lease commitments for rental of premises payable in subsequent accounting periods as follows: 2005 $ Not later than one year Later than one year but not later than five years 65,574 25,898 91,472 2006 $ 380,024 537,993 918,017 2007 $ 943,797 915,108 1,858,905

The above operating lease commitments are based on existing rental rates as at each respective balance sheet date. Some of the operating leases of premises provide for rentals based on percentage of sales derived from the rented premises.

I-35

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

20.

Significant related party transactions For the purpose of these combined 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, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. In addition to the information disclosed elsewhere in the combined financial statements, the following are significant related party transactions during the financial years at rates and terms agreed between the parties: 2005 $ Directors of the Company Groups banking facilities supported by a personal guarantee given by a Director of the Company Fixed deposits with banks held in trust by certain Directors of the Company Related party Sales of third party brand accessories Settlement of liabilities on behalf of a related party Receipt of monies on behalf of a related party Compensation of key management personnel The remuneration of the Directors and other key management of the Group for the financial years ended 30 June 2005, 2006 and 2007 were as follows: 2005 $ Short-term benefits Post-employment benefits 649,286 31,920 681,206 2006 $ 458,800 13,780 472,580 2007 $ 458,179 16,339 474,518 2006 $ 2007 $

860,000 235,485

960,000 285,835

1,370,000 362,699

15,645 -

20,833 160,813 175,669

Analysed into: Directors of the Company Other key management personnel

538,124 143,082 681,206

357,170 115,410 472,580

251,498 223,020 474,518

I-36

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

21.

Segment information A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Segment information is presented in respect of the Groups business and geographical segments. The primary format, business segments, is based on the Groups management and internal reporting structure. Inter-segment pricing is determined on an arms length basis. 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 corporate assets, liabilities and expenses. Segment capital expenditure is the total cost incurred during the financial years to acquire segment assets that are expected to be used for more than one financial year.

Business segments
The Group is primarily engaged in two business segments namely: (i) Apple brand products; and (ii) Third party and proprietary brand complementary products. The Group adopts these two business segments for its primary segment information. Third party and proprietary brand complementary products and other products $

2005

Apple brand products $

Combined $

Revenue External revenue Results Segment results Unallocated income Profit before income tax Income tax expense Profit after income tax Capital expenditure Plant and equipment

22,218,189

3,894,841

26,113,030

1,388,520

(253,181)

1,135,339 39,542 1,174,881 (241,777) 933,104

54,217

I-37

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

21.

Segment information (Continued) Third party and proprietary brand complementary products and other products $

2006

Apple brand products $

Combined $

Revenue External revenue Results Segment results Unallocated income Profit before income tax Income tax expense Profit after income tax Capital expenditure Plant and equipment

28,624,123

9,238,550

37,862,673

1,205,618

1,130,851

2,336,469 45,302 2,381,771 (406,000) 1,975,771

400,842 Third party and proprietary brand complementary products and other products $

2007

Apple brand products $

Combined $

Revenue External revenue Results Segment results Unallocated income Profit before income tax Income tax expense Profit after income tax Capital expenditure Plant and equipment

38,837,027

12,160,876

50,997,903

955,476

2,733,620

3,689,096 644,441 4,333,537 (861,000) 3,472,537

181,990

I-38

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued)

21.

Segment information (Continued)

Geographical segments
The Groups revenue is derived from operations in Singapore and therefore, no geographical segments are presented.

22.

Contingent liabilities As at 30 June 2007, there were contingent liabilities in respect of bankers guarantee amounting to $362,699. In the opinion of the Directors of the Company, no loss is anticipated.

23.

Financial risk management The Group is exposed to financial risks arising from the normal course of business. The Group does not hold or issue derivative financial instruments for trading purposes or to hedge against fluctuation in interest rates and foreign exchange rates. (a) Credit risk The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The maximum exposure to credit risk is represented by the carrying amounts of each financial asset on the combined balance sheets. The Group has no significant concentration of credit risk. (b) Interest rate risk The Groups exposure to market risk for changes in interest rates relate primarily to interest-bearing deposits with banks. (c) Foreign currency risk The Group incurs foreign currency risk on transactions and balances that are denominated in a currency other than Singapore dollar. The currency giving rise to this risk is primarily United States dollar. (d) Liquidity risk The Group actively manages its operating cash flows so as to ensure that all repayment needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash to meet its working capital requirements. (e) Fair values The carrying values of financial assets and financial liabilities approximate their fair values.

I-39

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 24. Events subsequent to the balance sheet date Subsequent to 30 June 2007, the following events have taken place: At an extraordinary general meeting held on 5 December 2007, the shareholders approved, inter alia, the following: (a) the paragraphs (i) to (v) of the Restructuring Exercise as set out in Note 1 (b) to the combined financial statements; the sub-division of each ordinary share in the share capital of the Company into 200 ordinary shares; the conversion of the Company into a public limited company and the change of name to Afor Limited; the approval of the listing and quotation of all the issued shares (including the new shares to be allotted and issued) on the Official List of the Singapore Exchange Securities Trading Limited Dealing and Automated Quotation System; the adoption of a new set of Articles of Association; the issue of 23,500,000 new shares which are the subject of the invitation on the basis that the new shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the existing shares; and the authorisation of the Directors of the Company, pursuant to Section 161 of the Companies Act, to (i) issue shares whether by way of rights, bonus or otherwise (including shares as may be issued pursuant to any Instrument (as defined below) made or granted by the Directors of the Company while this resolution is in force notwithstanding that the authority conferred by this resolution may have ceased to be in force at the time of issue of such shares), and/or

(b)

(c)

(d)

(e) (f)

(g)

(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 warrants, debentures or other instruments convertible into shares,

I-40

AFOR LIMITED AND ITS SUBSIDIARY NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006 AND 2007 (Continued) 24. Events subsequent to the balance sheet date (Continued) Subsequent to 30 June 2007, the following events have taken place (Continued): at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit provided that the aggregate number of shares issued pursuant to such authority (including shares issued pursuant to any Instrument but excluding Shares which may be issued pursuant to any adjustments ("Adjustments") effected under any relevant Instrument, which Adjustment shall be made in compliance with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited (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), shall not exceed 50 per cent of the issued share capital of the Company immediately after the invitation, and provided that the aggregate number of such shares to be issued other than on a pro rata basis in pursuance to such authority (including shares issued pursuant to any Instrument but excluding shares which may be issued pursuant to any Adjustment effected under any relevant Instrument) to the existing shareholders shall not exceed 20 per cent of the issued share capital of the Company immediately after the invitation, and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

I-41

APPENDIX II

SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides information about certain provisions of our Memorandum and Articles of Association and the laws of Singapore. This description is only a summary and is qualified by reference to Singapore law and our Articles. The instruments that constitute and define our Company are the Memorandum and Articles of Association of our Company. Memorandum of Association The registration number of our Company is Registration No. 200202930G. Our Memorandum of Association states that the liability of our Shareholders is limited to the amount, if any, for the time being unpaid on the shares respectively held by them. Our Memorandum of Association also sets out the objects for which our Company was formed, including acting as a holding and investment company, and the powers of our Company, including the powers set out in the First Schedule to the Companies Act. Articles of Association The provisions in the Articles of Association of our Company relating to:

(a)

a Directors power to vote on a proposal, arrangement or contract in which the Director is Interested Article 100
A Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any interest, directly or indirectly. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

(b)

the Directors power to vote on remuneration (including pension or other benefits) for himself or for any other director, and whether the quorum at a meeting of the board of Directors to vote on Directors remuneration may include the director whose remuneration is the subject of the vote Article 77
The ordinary remuneration of the Directors, which shall from time to time be determined by an Ordinary Resolution of the Company, shall not be increased except pursuant to an Ordinary Resolution passed at a General Meeting where notice of the proposed increase shall have been given in the notice convening the General Meeting and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree, or failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. The ordinary remuneration of an executive Director may not include a commission on or a percentage of turnover and the ordinary remuneration of a non-executive Director shall be a fixed sum, and not by a commission on or a percentage of profits or turnover.

II-1

Article 78
Any Director who holds any executive office, or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine, other than by a commission on or percentage of commission or turnover, Provided that such extra remuneration (in case of an executive Director) shall not by way of commission on or a percentage of turnover and (in the case of a non-executive Director) shall be a fixed sum, and not by a commission on or a percentage of profits or turnover.

Article 79
The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise in or about the business of the Company.

Article 80
The Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director for the time being holding any executive office and for the purpose of providing any such pensions or other benefits to contribute to any scheme or fund or to pay premiums.

(c)

borrowing powers exercisable by the Directors and how such borrowing powers can be varied Article 108
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third-party.

(d)

retirement or non-retirement of Directors under an age limit requirement Article 89

At each Annual General Meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, Provided that no Director holding office as Managing Director shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. For the avoidance of doubt, each Director (other than a Director holding office as Managing Director) shall retire at least once every three years.

Article 90
The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who is due to retire at the meeting by reason of age or who wishes to retire and not to offer himself for re-election. Any further Directors to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by ballot. A retiring Director shall be eligible for re-election.

Article 91
The Company at the meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default, the retiring Director shall be deemed to have been re-elected except in any of the following cases: (a) where at such meeting it is expressly resolved not to fill such office or a resolution for the reelection of such Director is put to the meeting and lost; or

II-2

(b)

where such Director has given notice in writing to the Company that he is unwilling to be reelected; or where the default is due to the moving of a resolution in contravention of the next Article; or where such Director has attained any retiring age applicable to him as Director.

(c) (d)

The re-election shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his reelection is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

(e)

the number of shares, if any, required for Directors qualification Article 76

A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at General Meetings.

(f)

rights, preferences and restrictions attaching to each class of shares Article 3

(A) Subject to the Act and these Articles, no shares may be issued by the Directors without the prior approval of the Company in General Meeting pursuant to Section 161 of the Act, but subject thereto and the terms of such approval, and to Article 5, and to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and whether or not subject to the payment of any part of the amount thereof in cash or otherwise as the Directors may think fit, and any shares may, subject to compliance with Sections 70 and 75 of the Act, be issued with such preferential, deferred, qualified or special rights, privileges, conditions or restrictions, whether as regards dividend, return of capital, participation in surplus assets and profits, voting, conversion or otherwise, as the Directors may think fit, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors in accordance with the Act, Provided Always that no options shall be granted over unissued shares except in accordance with the Act and the Designated Stock Exchanges listing rules. The Directors may, at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose. Except so far as otherwise provided by the conditions of issue or by these presents, all new shares shall be issued subject to the provisions of the Statutes and of these presents with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture or otherwise.

(B)

(C)

Article 8
(A) Preference shares may be issued subject to such limitation thereof as may be prescribed by the Designated Stock Exchange. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices, reports and balance-sheets and attending General Meetings of the Company, and preference shareholders shall also have the right to vote at any General Meeting convened for the purpose of reducing capital or winding-up or sanctioning a sale of the undertaking of the Company or where the proposal to be submitted to the General Meeting directly affects their rights and privileges or when the Dividend on the preference shares is more than six months in arrears.

II-3

(B)

The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued.

Article 9
(A) Whenever the share capital of the Company is divided into different classes of shares, the variation or abrogation of the special rights attached to any class may, subject to the provisions of the Act, be made either with the consent in writing of the holders of threequarters of the total number of issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Companies Act or at least one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act, Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting, the consent in writing, if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting, shall be as valid and effectual as a Special Resolution carried at such General Meeting. The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

(B)

(C)

Article 14
Every person whose name is entered as a Member in the Register of Members shall be entitled, within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the closing date of any application for shares or (as the case may be) the date of lodgement of a registrable transfer, to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred.

Article 34
(A) There shall be no restriction on the transfer of fully paid up shares (except where required by law or by the rules, bye-laws or listing rules of the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien, and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve, Provided Always that in the event of the Directors refusing to register a transfer of shares, the Company shall within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the date on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes.

II-4

(B)

The Directors may decline to register any instrument of transfer unless: (a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) as the Directors may from time to time require is paid to the Company in respect thereof; the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid; the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp duty is payable on such instrument of transfer in accordance with any law for the time being in force relating to stamp duty,), the certificates of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do; and the instrument of transfer is in respect of only one class of shares.

(b)

(c)

(d)

Article 41
A reference to a member shall be a reference to a registered holder of shares in the Company, or where such registered holder is CDP, the Depositors on behalf of whom CDP holds the shares, Provided that: (a) a Depositor shall only be entitled to attend any General Meeting and to speak and vote thereat if his name appears on the Depository Register maintained by CDP forty eight (48) hours before the General Meeting as a Depositor on whose behalf CDP holds shares in the Company, the Company being entitled to deem each such Depositor, or each proxy of a Depositor who is to represent the entire balance standing to the Securities Account of the Depositor, to represent such number of shares as is actually credited to the Securities Account of the Depositor as at such time, according to the records of CDP as supplied by CDP to the Company, and where a Depositor has apportioned the balance standing to his Securities Account between two proxies, to apportion the said number of shares between the two proxies in the same proportion as previously specified by the Depositor in appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the proportion of Depositors shareholding specified in the instrument of proxy, or where the balance standing to a Depositors Securities Account has been apportioned between two proxies the aggregate of the proportions of the Depositors shareholding they are specified to represent, and the true balance standing to the Securities Account of a Depositor as at the time of the General Meeting, if the instrument is dealt with in such manner as is provided above; the payment by the Company to CDP of any dividend payable to a Depositor shall to the extent of the payment discharge the Company from any further liability in respect of the payment; the delivery by the Company to CDP of provisional allotments or share certificates in respect of the aggregate entitlements of Depositors to new shares offered by way of rights issue or other preferential offering or bonus issue shall to the extent of the delivery discharge the Company from any further liability to each such Depositor in respect of his individual entitlement; and the provisions in these presents relating to the transfers, transmissions or certification of shares shall not apply to the transfer of book-entry securities (as defined in the Statutes).

(b)

(c)

(d)

II-5

Article 42
Except as required by the Statutes or law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these presents or by the Statutes or law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder and nothing in these presents contained relating to CDP or to Depositors or in any depository agreement made by the Company with any common depository for shares shall in any circumstances be deemed to limit, restrict or qualify the above.

Article 63
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members or, as the case may be, the order in which the names appear in the Depository Register in respect of the joint holding.

Article 64
Where in Singapore or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such receiver or other person on behalf of such member, to vote in person or by proxy at any General Meeting, or to exercise any other right conferred by membership in relation to meetings of the Company.

Article 65
No member shall be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company if any call or other sum payable by him to the Company in respect of such shares remains unpaid.

(g)

any change in capital Article 10

The Company may by Ordinary Resolution: (a) (b) consolidate and divide all or any of its share capital; sub-divide its shares, or any of them, provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be same as it was in the case of the share from which the reduced share is derived; convert or exchange any class of shares into or for any other class of shares; and/or cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.

(c) (d)

Article 11
(A) The Company may reduce its share capital or any other undistributable reserve in any manner permitted, and with, and subject to, any incident authorised, and consent or confirmation required, by law.

II-6

(B)

The Company may purchase or otherwise acquire its issued shares subject to and in accordance with the provisions of the Statutes and any applicable rules of the Designated Stock Exchange hereafter, the Relevant Laws), on such terms and subject to such conditions as the Company may in General Meeting prescribe in accordance with the Relevant Laws. Any shares purchased or acquired by the Company as aforesaid shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase or acquisition by the Company. On the cancellation of any share as aforesaid, the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by, and in accordance with the Relevant Laws. Without prejudice to the generality of the foregoing, upon cancellation of any share purchased or otherwise acquired by the Company pursuant to these Articles and the Statutes, the number of issued shares of the Company shall be diminished by the number of shares so cancelled, and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of share capital of the Company shall be reduced accordingly.

(h)

any change in the respective rights of the various classes of shares including the action necessary to change the rights Article 9
(A) Whenever the share capital of the Company is divided into different classes of shares, the variation or abrogation of the special rights attached to any class may, subject to the provisions of the Act, be made either with the consent in writing of the holders of threequarters of the total number of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Act or at least one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act, Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting, the consent in writing, if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting, shall be as valid and effectual as a Special Resolution carried at such General Meeting. The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

(B)

(C)

(i)

dividends and distribution Article 123

The Company may by Ordinary Resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.

II-7

Article 124
If and so far as in the opinion of the Directors, the profits of the Company justify such payments, the Directors may declare and pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time declare and pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

Article 125
Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted under the Act: (a) all Dividends in respect of shares must be paid in proportion to the number of shares held by a Member, but where shares are partly paid, all Dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and all Dividends must be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the Dividend is paid.

(b)

For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is to be ignored.

Article 126
(A) No Dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All Dividends remaining unclaimed after one year from having been first payable may be invested or otherwise made use of by the Directors for the benefit of the Company, and any Dividend or any such moneys unclaimed after six (6) years from having been first payable shall be forfeited and shall revert to the Company provided always that the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the Dividend so forfeited to the person entitled thereto prior to the forfeiture. If CDP returns any such Dividend or moneys to the Company, the relevant Depositor shall not have any right or claim in respect of such Dividend or moneys against the Company if a period of six years has elapsed from the date of the declaration of such Dividend or the date on which such other moneys are first payable. A payment by the Company to CDP of any Dividend or other moneys payable to a Depositor shall, to the extent of the payment made, discharge the Company from any liability to the Depositor in respect of that payment.

(B)

Article 127
No dividend or other monies payable on or in respect of a share shall bear interest as against the Company.

Article 128
(A) The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares herein before contained entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

(B)

II-8

Article 129
The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

Article 130
The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises with regard to such distribution, the Directors may settle the same as they think expedient and in particular, may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any member upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.

Article 131
Any dividend or other monies payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address appearing in the Register of Members or (as the case may be) the Depository Register of the member or person entitled thereto (or, if two or more persons are registered in the Register of Members or (as the case may be) entered in the Depository Register as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such person and such address as such member or person or persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

Article 132
If two or more persons are registered in the Register of Members or (as the case may be) the Depository Register as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.

Article 133
Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares in the Register of Members or (as the case may be) the Depository Register at the close of business on a particular date and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

(j)

any limitation on the right to own Shares, including limitations on the right of non-resident or foreign Shareholders to hold or exercise voting rights on their Shares Article 5
(A) Subject to any direction to the contrary that may be given by the Company in General Meeting or except as permitted by the rules of the Designated Stock Exchange, all new shares shall before issue be offered to such persons who as at the date (as determined by the Directors) of the offer are entitled to receive notices from the Company of General Meetings in proportion, as far as the circumstances admit, to the number of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of

II-9

shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Article 5(A). (B) Notwithstanding Article 5(A) above, the Company may by Ordinary Resolution in General Meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be specified in the Ordinary Resolution, to: (a) (i) issue shares in the capital of the Company (shares) whether by way of rights, bonus or otherwise; and/or 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; and

(ii)

(b)

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

Provided that: (1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Designated Stock Exchange; in exercising the authority conferred by the Ordinary Resolution, the Company shall comply with the provisions of the listing rules of the Designated Stock Exchange for the time being in force (unless such compliance is waived by the Designated Stock Exchange) and these Articles; and (unless revoked or varied by the Company in General Meeting) the authority conferred by the Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution, or the date by which such Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Act (whichever is the earliest).

(2)

(3)

(C)

The Company may, notwithstanding Articles 5(A) and 5(B) above, authorise the Directors not to offer new shares to Members to whom by reason of foreign securities laws, such offers may not be made without registration of the shares or a prospectus or other document, but to sell the entitlements to the new shares on behalf of such Members on such terms and conditions as the Company may direct.

Article 34
(A) There shall be no restriction on the transfer of fully paid up shares (except where required by law or by the rules, bye-laws or listing rules of the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien, and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve, Provided Always that in the event of

II-10

the Directors refusing to register a transfer of shares, the Company shall within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the date on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes. (B) The Directors may decline to register any instrument of transfer unless:(a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) as the Directors may from time to time require is paid to the Company in respect thereof; the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid; the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp duty is payable on such instrument of transfer in accordance with any law for the time being in force relating to stamp duty,), the certificates of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do; and the instrument of transfer is in respect of only one class of shares.

(b)

(c)

(d)

Article 42
Except as required by the Statutes or law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these presents or by the Statutes or law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder and nothing in these presents contained relating to CDP or to Depositors or in any depository agreement made by the Company with any common depository for shares shall in any circumstances be deemed to limit, restrict or qualify the above.

II-11

APPENDIX III

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for 23,500,000 Invitation Shares at the Issue Price subject to the following terms and conditions:1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES AND INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF SHARES WILL BE REJECTED. Your application for Offer Shares may be made by way of Offer Shares Application Forms or by way of Electronic Applications through ATMs belonging to the Participating Banks (ATM Electronic Applications) or through Internet Banking (IB) websites of the relevant Participating Banks (Internet Electronic Applications, which together with ATM Electronic Applications, shall be referred to as Electronic Applications). Your application for the Placement Shares (other than Reserved Shares) may only be made by way of printed Placement Shares Application Forms. Should you be eligible, your application for Reserved Shares may only be made by way of printed Reserved Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE SHARES. You are allowed to submit only one application in your own name for the Offer Shares or the Placement Shares (other than Reserved Shares). If you submit an application for Offer Shares by way of an Application Form, you MAY NOT submit another application for Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, except in the case of applications by approved nominees companies, where each application is made on behalf of a different beneficiary. If you submit an application for Offer Shares by way of an ATM Electronic Application, you MAY NOT submit another application for Offer Shares by way of an Internet Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company. If you, other than an approved nominee company, have submitted an application for Offer Shares in your own name, you should not submit any other application for Offer Shares, whether by way of an Application Form or by way of an Electronic Application, for any other person. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company. If you have made an application for Placement Shares (other than Reserved Shares), you should not make any application for Offer Shares either by way of an Application Form or by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company. Conversely, if you have made an application for Offer Shares either by way of an Electronic Application or by way of an Application Form, you may not make any application for Placement Shares (other than Reserved Shares). Such separate applications shall be deemed to be a multiple applications and may be rejected at the discretion of our Company. If you have made an application for Reserved Shares, you may submit one separate application for the Offer Shares in your own name by way of an Application Form or by way of an Electronic Application, or submit one separate application for Placement Shares (other than Reserved Shares) by way of an Application Form, provided that you adhere to the terms and conditions of this Prospectus. Such separate applications shall NOT be treated as multiple applications. III-1

2.

3.

Joint applications shall be rejected. Multiple applications for Invitation Shares shall be liable to be rejected at the discretion of our Company. If you submit or procure submissions of multiple share applications for Offer Shares, Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications may be rejected at the discretion of our Company. 4. We will not accept applications from any person under the age of 21 years, undischarged bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks) bear post office box numbers. No persons acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the deceaseds name at the time of application. 5. We will not recognise the existence of a trust. An application by a trustee or trustees must therefore be made in his/her/their own name(s) and without qualification or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or companies after complying with paragraph 6 below. WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by nominees other than approved nominee companies shall be rejected. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an existing Securities Account with CDP in your own name at the time of your application, your application will be rejected (if you apply by way of an Application Form), or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an incorrect Securities Account number in Section B of the Application Form or in your Electronic Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such as name, NRIC/passport number, nationality and permanent residence status provided in your Application Form or in the records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one individual direct Securities Account with CDP, your application shall be rejected. If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allotment and other correspondence from CDP will be sent to your address last registered with CDP. Our Company reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Prospectus or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Prospectus or, in the case of an application by way of an Application Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn remittance or improper form of remittance.

6.

7.

8.

9.

III-2

Our Company further reserves the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the instructions for Electronic Applications or the terms and conditions of this Prospectus and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof. 10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason therefor, and no enquiry and/or correspondence on the decision of our Company will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment which shall be at our discretion, due consideration will be given to the desirability of allotting the Invitation Shares to a reasonable number of Applicants with a view to establishing an adequate market for the Shares. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, a statement of account stating that your Securities Account has been credited with the number of Invitation Shares allotted to you, if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of transfer and/or other documents required for the issue or transfer of the Invitation Shares allotted to you. This authorisation applies to applications made by way of Application Forms and by way of Electronic Applications. In the event that our Company lodges a supplementary or replacement prospectus (Relevant Document) pursuant to the SFA or any applicable legislation in force from time to time prior to the close of the Invitation, and the Invitation Shares have not been issued, we will (as required by law), and subject to the SFA, at our Companys sole and absolute discretion either:(i) within 7 days of the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to withdraw; or deem your application as withdrawn and cancelled and refund your application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 7 days from the lodgement of the Relevant Document.

11.

12.

(ii)

Where you have notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under paragraph 12(i) and (ii) above to withdraw your application, our Company shall pay to you all monies paid by you on account of your application for the Invitation Shares without interest or any share of revenue or other benefit arising therefrom and at your own risk, within 7 days from the receipt of such notification. In the event that at any time at the time of the lodgement of the Relevant Document, the Invitation Shares have already been issued but trading has not commenced, we will (as required by law), and subject to the SFA, either :within 7 days from the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to return the New Shares; or deem the issue as void and refund your payment for the New Shares (without interest or any share of revenue or other benefit arising therefrom) within 7 days from the lodgement of the Relevant Document.

III-3

Any applicant who wishes to exercise his option under paragraph 12(iii) above to return the Invitation Shares issued to him shall, within 14 days from the date of lodgement of the Relevant Document, notify us of this and return all documents, if any, purporting to be evidence of title of those Invitation Shares, whereupon we shall, subject to the SFA, within 7 days from the receipt of such notification and documents, pay to him all monies paid by him for the Invitation Shares without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the Invitation Shares issued to him shall be void. Additional terms and instructions applicable upon the lodgement of the supplementary or replacement prospectus, including instructions on how you can exercise the option to withdraw, may be found in such supplementary or replacement prospectus. 13 In the event of an under-subscription for Offer Shares as at the close of the Application List, that number of Offer Shares under-subscribed shall be made available to satisfy applications for Placement Shares to the extent that there is an over-subscription for Placement Shares as at the close of the Application List. Any of the Reserved Shares not taken up will be made available first to satisfy applications for the Placement Shares to the extent that there is an over-subscription for the Placement Shares and then to satisfy applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. In the event of an under-subscription for Placement Shares (other than Reserved Shares) as at the close of the Application List, that number of Placement Shares (other than Reserved Shares) under-subscribed shall be made available to satisfy applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. In the event of an over-subscription for Offer Shares as at the close of the Application List and Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Company and approved by the SGX-ST, if required. In all the above instances, the basis of allotment of the Invitation Shares as may be decided by our Directors in ensuring a reasonable spread of shareholders of our Company, shall be made public, as soon as practicable, via an announcement through the SGX-ST and by advertisement in a generally circulating daily press. 14. You irrevocably authorise CDP to disclose the outcome of your application, including the number of Invitation Shares allotted to you pursuant to your application, to us, the Joint Lead Managers, the Underwriter, the Placement Agent and any other parties so authorised by the foregoing persons. Any reference to you or the Applicant in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Offer Shares by way of an Application Form or by way of an Electronic Application, a person applying for the Placement Shares through the Placement Agents and a person applying for the Reserved Shares. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Electronic Application) pressing the Enter or OK or Confirm or Yes or any other relevant key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) clicking Submit or Continue or Yes or Confirm or any other relevant button on the IB website screen (as the case may be) in accordance with the provisions of this Prospectus, you:(a) irrevocably offer, agree and undertake to subscribe for the number of Invitation Shares specified in your application (or such smaller number for which the application is accepted) at the Issue Price and agree that you will accept such Invitation Shares as may be allotted to you, in each case subject to the conditions set out in this Prospectus and the Memorandum and Articles of Association of our Company;

15.

16.

III-4

(b)

agree that, in the event of any inconsistency between the terms and conditions set for application set out in this Prospectus and those set out in the IB websites or ATMs of the Participating Banks, the terms and conditions set out in this Prospectus shall prevail; agree that the aggregate Issue Price for the Invitation Shares applied for is due and payable to our Company forthwith; and warrant the truth and accuracy of the information provided, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company in determining whether to accept your application and/or whether to allot any New Shares to you; and agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Joint Lead Managers, the Underwriter, the Placement Agent will infringe any such laws as a result of the acceptance of your application.

(c)

(d)

(e)

17.

Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied that:(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares and the Invitation Shares on the Official List of Catalist; the Management and Underwriting Agreement and the Placement Agreement referred to on page 114 of this Prospectus have become unconditional and have not been terminated; and the Authority has not served a stop order which directs that no or no further shares to which this Prospectus relates be allotted.

(b)

(c)

18.

In the event that a stop order in respect of the Invitation Shares is served by the Authority or other competent authority, and (a) the Invitation Shares have not been issued, and/or sold, we will (as required by law), and subject to the SFA, deem all applications withdrawn and cancelled and our Company shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days of the date of the stop order; or If the Invitation Shares have already been issued and/or sold but trading has not commenced, the issue will (as required by law) be deemed void and (i) if documents purporting to evidence title had been issued to you, our Company shall inform you to return such documents to our Company within 14 days from that date; and we will refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 7 days from the date of receipt of those documents (if applicable) or the date of the stop order, whichever is later.

(b)

(ii)

This shall not apply where only an interim stop order has been served. 19. In the event that an interim stop order in respect of the Invitation Shares is served by the Authority or other competent authority, no Invitation Shares shall be issued to you until the Authority revokes the interim stop order. The Authority is not able to serve a stop order in respect of the Invitation Shares if the Invitation Shares have been issued and listed on a securities exchange and trading in them has commenced.

20.

III-5

21.

In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same through a SGXNET announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and through a paid advertisement in a local newspaper. We will not hold any application in reserve. We will not allot shares on the basis of this Prospectus later than six months after the date of registration of this Prospectus. Additional terms and conditions for applications by way of Application Forms are set out on pages III-6 to III-10 of this Prospectus. Additional terms and conditions for applications by way of Electronic Applications are set out on pages III-10 to III-19 of this Prospectus.

22. 23.

24.

25.

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS Applications by way of an Application Form shall be made on, and subject to, the terms and conditions of this Prospectus including but not limited to the terms and conditions appearing below as well as those set out under the section entitled Terms, Conditions and Procedures for Application and Acceptance of this Prospectus, as well as the Memorandum and Articles of Association of our Company. 1. Your application must be made using the WHITE Application Forms and WHITE official envelopes A and B for Offer Shares, the BLUE Application Forms for Placement Shares (other than Reserved Shares) or the PINK Application Forms for Reserved Shares accompanying and forming part of this Prospectus. We draw your attention to the detailed instructions contained in the respective Application Forms and this Prospectus for the completion of the Application Forms which must be carefully followed. Our Company reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Prospectus or to the terms and conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittance. Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCK LETTERS. All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY must be completed and the words NOT APPLICABLE or N.A. should be written in any space that is not applicable. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full names as it appears in your identity cards (if you have such an identification document) or in your passports and, in the case of a corporation, in your full name as registered with a competent authority. If you are not an individual, you must complete the Application Form under the hand of an official who must state the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with our Companys Share Registrar and Share Transfer Office. Our Company reserves the right to require you to produce documentary proof of identification for verification purposes.

2.

3.

4.

III-6

5.

(a) (b)

You must complete Sections A and B and sign page 1 of the Application Form. You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Forms with particulars of the beneficial owner(s). If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

(c)

6.

You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore having an interest in the aggregate of more than 50.0 per cent. of the issued share capital of or interests in such corporations. If you are an approved nominee company, you are required to declare whether the beneficial owner of the Shares is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50.0 per cent. of the issued share capital of or interests in such corporation. Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Invitation Shares applied for, in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of AFOR SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and with your name, CDP Securities Account Number and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by ANY OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. We will reject remittances bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt will be issued by our Company or the Joint Lead Managers for applications and application monies received. Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours of balloting of applications at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days after the close of the Application List, provided that the remittance accompanying such application which has been presented for payment or other processes has been honoured and the application monies have been received in the designated share issue account. In the event that the Invitation is cancelled by us following the termination of the Management and Underwriting Agreement and/or the Placement Agreement or the Invitation does not proceed for any reason, the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post or telegraphic transfer at your own risk within 5 Market Days of the termination of the Invitation. In the event that the Invitation is cancelled by us following the issuance of a stop order by the Authority, the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post or telegraphic transfer at your own risk within 14 days from the date of the stop order. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the meanings assigned to them in this Prospectus.

7.

8.

9.

III-7

10.

By completing and delivering the Application Form, you agree that:(a) in consideration of our Company having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 16 January 2008 or such other time or date as our Company may, in consultation with the Joint Lead Managers, Underwriter and Placement Agent, decide and by completing and delivering the Application Form:(i) (ii) your application is irrevocable; and your remittance will be honoured on first presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom;

(b)

all applications, acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; in respect of the Invitation Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company; you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; in making your application, reliance is placed solely on the information contained in this Prospectus and that none of our Company, the Joint Lead Managers, the Underwriter, the Placement Agents or any other person involved in the Invitation shall have any liability for any information not so contained; you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, and share application amount to our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Joint Lead Managers, the Underwriter, the Placement Agent or other authorised operators; and you irrevocably agree and undertake to subscribe for the number of New Shares applied for as stated in the Application Form or any smaller number of such New Shares that may be allocated to you in respect of your application. In the event that our Company decides to allocate a smaller number of New Shares or not to allocate any New Shares to you, you agree to accept such decision as final.

(c)

(d)

(e)

(f)

(g)

Applications for Offer Shares 1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE official envelopes A and B. ONLY ONE APPLICATION should be enclosed in each envelope. You must:(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Prospectus in the WHITE envelope A provided; in the appropriate spaces on WHITE envelope A:(i) write your name and address;

2.

(b)

III-8

(ii) (iii) (c) (d)

state the number of Offer Shares applied for; and affix adequate Singapore postage;

SEAL WHITE ENVELOPE A; write, in the special box provided on the larger WHITE envelope B addressed to Afor Limited c/o Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #0801 Samsung Hub, Singapore 049483, the number of Offer Shares you have applied for; and insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Afor Limited c/o Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01 Samsung Hub, Singapore 049483 to arrive by 12.00 noon on 16 January 2008 or such other time as our Company may, in consultation with the Joint Lead Managers, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

(e)

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

Applications for Placement Shares (other than Reserved Shares) 1. Your application for Placement Shares (other than Reserved Shares) MUST be made using the BLUE Placement Shares Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope. The completed BLUE Placement Shares Application Form and the correct remittance in full in respect of the number of Placement Shares applied for (in accordance with the terms and conditions of this Prospectus) with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Afor Limited c/o Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01 Samsung Hub, Singapore 049483 to arrive by 12.00 noon on 16 January 2008 or such other time as our Company may, in consultation with the Joint Lead Managers, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

2.

3.

Applications for Reserved Shares 1. Your application for Reserved Shares MUST be made using the PINK Reserved Shares Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope. The completed PINK Reserved Shares Application Form and the correct remittance (in accordance with the terms and conditions of this Prospectus) with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Afor Limited c/o Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01 Samsung Hub, Singapore 049483 to arrive by 12.00 noon on 16 January 2008 or such other time as our Company may, in consultation with the Joint Lead Managers, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

2.

III-9

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant Participating Banks. Currently, UOB Group and DBS are the only Participating Banks through which Internet Electronic Applications can be made. For illustration purposes, the procedures for Electronic Applications through ATMs and the IB website of UOB Group are set out respectively in the Steps for an Electronic Applications through ATMs of UOB Group and the Steps for an Internet Electronic Application through the IB website of UOB Group (collectively, the Steps) appearing on pages III-15 to III-19 of this Prospectus. The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group to complete an Electronic Application. Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to you in the additional terms and conditions for Electronic Applications and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank. You must have an existing bank account with and be an ATM cardholder of one of the Participating Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. For an Internet Electronic Application, you must have an existing bank account with and an IB User Identification (User ID) and a Personal Identification Number/Password (PIN) given by the relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group to complete an Electronic Application. The actions that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip (Transaction Record), confirming the details of your Electronic Application. Upon completion of your Internet Electronic Application, there will be an on-screen confirmation (Confirmation Screen) of the application which can be printed for your record. The Transaction Record or your printed record of the Confirmation Screen is for your retention and should not be submitted with any Application Form. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or if you do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your ATM Electronic Application liable to be rejected. You must ensure, when making an Internet Electronic Application, that your mailing address for the account selected for the application is in Singapore and the application is being made in Singapore and you will be asked to declare accordingly. Otherwise your application is liable to be rejected. You shall make an Electronic Application in accordance with and subject to the terms and conditions of this Prospectus including but not limited to the terms and conditions appearing below and those set out under the section entitled Terms, Conditions and Procedure for Application and Acceptance of this Prospectus as well as the Memorandum and Articles of Association of our Company.

III-10

1.

In connection with your Electronic Application for Offer Shares, you are required to confirm statements to the following effect in the course of activating your Electronic Application:(a) that you have received a copy of this Prospectus (in the case of an ATM Electronic Application only) and have read, understood and agreed to all the terms and conditions of application for Offer Shares and this Prospectus prior to effecting the Electronic Application and agree to be bound by the same; that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residence status, share application amount, CPF Investment Account number (if applicable) and CDP Securities Account number and application details (the Relevant Particulars) from your account with that relevant Participating Bank to the CDP, CPF, SCCS, SGX-ST, Share Registrar, our Company and the Joint Lead Managers, the Underwriter, the Placement Agent or other authorised operators (the Relevant Parties); and that this is your only application for Offer Shares and it is made in your own name and at your own risk.

(b)

(c)

Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM or on the IB website unless you press the Enter or Confirm or Yes or OK or any other relevant key in the ATM or click Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen. By doing so, you shall be treated as signifying your confirmation of each of the above three statements. In respect of statement 1(b) above, such confirmation, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by that relevant Participating Bank of the Relevant Particulars to the Relevant Parties. 2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS THE BENEFICIAL OWNER. YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER OR PLACEMENT SHARES (OTHER THAN RESERVED SHARES), WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER OR PLACEMENT SHARES (OTHER THAN RESERVED SHARES) ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA. 3. You must have sufficient funds in your bank account with your Participating Bank at the time you make your Electronic Application, failing which your Electronic Application will not be completed or accepted. Any Electronic Application which does not conform strictly to the instructions set out in this Prospectus or on the screens of the ATM or the IB website of the relevant Participating Bank through which your Electronic Application is being made shall be rejected. You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet Electronic Application at the IB website of the relevant Participating Bank for the Offer Shares using only cash by authorising such Participating Bank to deduct the full amount payable from your account with such Participating Bank.

III-11

4.

You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number of Offer Shares that may be allotted to you in respect of your Electronic Application. In the event that our Company decide to allot any lesser number of such Offer Shares or not to allot any Offer Shares to you, you agree to accept such decision as final. If your Electronic Application is successful, your confirmation (by your action of pressing the Enter or Confirm or Yes or OK or any other relevant key on the ATM or clicking Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen) of the number of Offer Shares applied for shall signify and shall be treated as your acceptance of the number of Offer Shares that may be allotted to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. We will not keep any applications in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded in Singapore currency (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 24 hours of balloting of the applications provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Trading on a WHEN ISSUED basis, if applicable, is expected to commence after such refund has been made. Where your Electronic Application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded in Singapore currency (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 14 days after the close of the Application List provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Responsibility for timely refund of application monies from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from unsuccessful or partially successful Electronic Application, to determine the exact number of Offer Shares allotted to you before trading the Offer Shares on Catalist. None of the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company, the Joint Lead Managers, the Underwriter and the Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST.

6.

If your Electronic Application is unsuccessful, no notification will be sent by the relevant Participating Banks. If your Internet Electronic Application made through the IB websites of DBS Bank or UOB Group is unsuccessful, no notification will be sent by such Participating Bank.

III-12

If you make Electronic Applications through the ATMs of the following Participating Banks, you may check the results of your Electronic Applications as follows:Bank Telephone Available at ATM Operating hours Service expected from Evening of the balloting day

DBS

1 800 339 6666 (for POSB Account holders) 1800 111 1111 (for DBS Account holders)

Internet Banking http://www.dbs.com(1)

24 hours a day

OCBC

1 800 363 3333

ATM/Phone Banking/Internet Banking http://www.ocbc.com(2)

24 hours a day

Evening of the balloting day

UOB Group

1800 222 2121

ATM (Other Transactions IPO Enquiry)(1) http://www.uobgroup.com(1)(3)

ATM/Phone Banking 24 hours a day

Evening of the balloting day

Internet Banking 24 hours a day

Notes:(1)

Evening of the balloting day

If you make your Internet Electronic Applications through the IB website of DBS Bank or UOB Group, you may check the result through the same channels listed in the table above in relation to ATM Electronic Applications made at ATMs of DBS Bank or UOB Group. If you have made your Electronic Application through the ATMs of OCBC, you may check the results of your application through the same channels listed in the table above. If you make your Electronic Application through the ATMs or IB website of UOB Group, you may check the results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking Services.

(2)

(3)

7.

You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and other events beyond the control of the Participating Banks, our Company, the Joint Lead Managers, the Underwriter, the Placement Agent and CDP and if, in any such event, our Company, the Joint Lead Managers, the Underwriter, the Placement Agent, CDP and/or the relevant Participating Bank do not receive your Electronic Application, or data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, the Joint Lead Managers, the Underwriter, the Placement Agent and/or the relevant Participating Bank for Offer Shares applied for or for any compensation, loss or damage. Electronic Applications shall close at 12.00 noon on 16 January 2008 or such other time as our Company may, in consultation with the Joint Lead Managers, the Underwriter and the Placement Agent, decide. Subject to the paragraph 7 above, an Internet Electronic Application is deemed to be received only upon its completion, that is, when there is an on-screen confirmation of the application.

8.

III-13

9.

You are deemed to have irrevocably requested and authorised our Company to:(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities Account; send the relevant Share certificate(s) to CDP; return or refund (without interest or any share of revenue earned or other benefit arising therefrom) the application monies, should your Electronic Application be unsuccessful, by automatically crediting your bank account with your Participating Bank with the relevant amount within 24 hours of the balloting of applications; and return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies, should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List.

(b) (c)

(d)

10.

We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made in your own name and without qualification. Our Company will reject any application by any person acting as nominee except those made by approved nominee companies only. All your particulars in the records of your relevant Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after the time of the making of your Electronic Application, you shall promptly notify your relevant Participating Bank. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notification letter on successful allotment will be sent to your address last registered with CDP. By making and completing an Electronic Application, you are deemed to have agreed that:(a) in consideration of our Company making available the Electronic Application facility, through the Participating Banks as the agents of our Company, at the ATMs and IB websites (if any):(i) (ii) your Electronic Application is irrevocable; and your Electronic Application, our acceptance and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

11.

12.

13.

(b)

None of our Company, the CDP, the Joint Lead Managers, the Underwriter, the Placement Agent or the Participating Banks shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 7 above or to any cause beyond our respective controls; in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company;

(c)

III-14

(d)

you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; and in making your application, reliance is placed solely on the information contained in this Prospectus and that none of our Company, the Joint Lead Managers, the Underwriter, the Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained.

(e)

Steps for Electronic Applications through ATMs and the IB website of UOB Group The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of the respective Participating Banks. For illustrative purposes, the steps for making an Electronic Application through the or through the IB website of the UOB Group are shown below. Instructions for Electronic Applications appearing on the ATM screens and the IB website screens (if any) of the relevant Participating Banks (other than the UOB Group) may differ from that represented below. Owing to space constraints on UOB Groups ATM screens, the following terms will appear in abbreviated form:& A/C and A/CS ADDR AMT APPLN CDP CPF CPFINVT A/C ESA IC/PSSPT NO or NO. PERSONAL NO REGISTRARS SCCS YR : : : : : : : : : : : : : : : and ACCOUNT AND ACCOUNTS, respectively ADDRESS AMOUNT APPLICATION THE CENTRAL DEPOSITORY (PTE) LIMITED CENTRAL PROVIDENT FUND BOARD CPF INVESTMENT ACCOUNT ELECTRONIC SHARE APPLICATION NRIC or PASSPORT NUMBER NUMBER PERSONAL IDENTIFICATION NUMBER SHARE REGISTRARS SECURITIES CLEARING & COMPUTER SERVICES (PTE) LTD YOUR

III-15

Steps for an ATM Electronic Application through ATMs of UOB Group Step 1 : Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal identification number. Select CASHCARD/OTHER TRANSACTIONS. Select SECURITIES APPLICATION. Select the share counter which you wish to apply for. Read and understand the following statements which will appear on the screen: THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT (Customer to press ENTER to continue) PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT (Customer to press ENTER key to confirm that you have read and understood the above statements)

2 3 4 5

: : : :

Read and understand the following terms which will appear on the screen: YOU HAVE READ, UNDERSTOOD & AGREED TO ALL TERMS OF THE PROSPECTUS/DOCUMENT/SUPPLEMENTARY DOCUMENT & THIS ELECTRONIC APPLICATION YOU CONSENT TO DISCLOSE YR NAME, IC/PSSPT, NATIONALITY, ADDR, APPLN AMT, CPFINVT A/C NO & CDP A/C NO FROM YR A/CS TO CDP, CPF, SCCS, REGISTRARS, SGX-ST & ISSUER THIS IS YR ONLY FIXED PRICE APPLN & IS IN YR NAME & AT YR RISK (Customer to press ENTER to continue)

Screen will display:NRIC/Passport No. XXXXXXXXXXXX IF YOUR NRIC NO / PASSPORT NO IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY. (Customer to press CANCEL or CONFIRM)

Select mode of payment i.e. CASH ONLY. You will be prompted to select Cash Account type to debit (i.e., CURRENT ACCOUNT / I- ACCOUNT, CAMPUS OR SAVINGS ACCOUNT / TX ACCOUNT). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select

III-16

After you have selected the account, your CDP Securities Account number will be displayed for you to confirm or change (This screen with your CDP Securities Account number will be shown if your CDP Securities Account number is already stored in the ATM system of the UOB Group). If this is the first time you are using the UOB Groups ATM to apply for Shares, your CDP Securities Account number will not be stored in the ATM system of the UOB Group, and the following screen will be displayed for your input of your CDP Securities Account number Read and understand the following terms which will appear on the screen:1. PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER THIRD PARTIES PLEASE USE YOUR OWN ATM CARD DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OR OTHER THIRD-PARTIES KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX PRESS ENTER KEY

10

2. 3.

4. 5. 11 12 13 14 : : : :

Key in your CDP Securities Account number (12 digits) and press the ENTER key Select your nationality status Key in the number of Shares you wish to apply for and press the ENTER key Check the details of your Electronic Application on the screen and press ENTER key to confirm your Electronic Application Select NO if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only

15

Steps for an Internet Electronic Application through the IB website of the UOB Group Owing to space constraints on the UOB Groups IB website screens, the following terms will appear in abbreviated form:CDP CPF NRIC or I/C PR SGD or $ SCCS SGX : : : : : : : The Central Depository (Pte) Limited The Central Provident Fund National Registration Identity Card Permanent Resident Singapore Dollars Securities Clearing & Computer Services (Pte) Ltd Singapore Exchange Securities Trading Limited

III-17

Steps for an Internet Electronic Application through the IB website of UOB Group Step 1 2 3 4 5 : : : : : Connect to the UOB Group website at http://www.uobgroup.com Locate the Login icon on the left hand side next to Internet Banking Click on Login and at drop list select UOB Personal Internet Banking Enter your Username and Password and click Submit Select Investment Services (IPO should be the default transaction that appears, select Application) Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions Click Continue Select your country of residence (you must be residing in Singapore to apply), and click Continue Select the IPO counter from the drop list (if there are concurrent IPOs) and click Continue Check the share counter, select the mode of payment and account number to debit and click on Continue Read the important instructions and click on Continue to confirm that:1. You have read, understood and agreed to all terms and conditions of the application and Prospectus/Document or Supplementary Document. You consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account number, CPF Investment Account number (if applicable), and application details to the share registrars, SGXST, SCCS, CDP, CPF Board and issuer. This application is made in your own name and at your own risk. For FIXED/MAX price shares application, this is your only application. For TENDER price shares application, this is your only application at the selected tender price. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following: The application monies will be debited from your bank account in S$, based on the Banks prevailing board rates at the time of application. The different prevailing board rates at the time of the application and at the time of refund of applications monies may result in either a foreign exchange profit or loss, or application monies may be debited and refunds credited in S$ at the same exchange rate. For 1st-Come-1st Serve securities, the number of securities applied for may be reduced, subject to the availability at the point of application.

7 8

: :

10

11

2.

3. 4.

5.

6.

III-18

12

Check your personal details, details of the share counter you wish to apply for and account to debit Select Enter (a) Nationality; (b) your CDP securities account number; and (c) the number of shares applied for Click Submit

13

Check the details of your application, your NRIC /Passport number, CDP securities account number and the number of shares applied for, share counter, payment mode and account to debit Click Confirm, Edit or Cancel Print the Confirmation Screen (optional) for own your reference

14 15

: :

III-19

APPENDIX IV

KEY CHANGES UNDER CATALIST RULES

As announced by the SGX-ST on 26 November 2007, the SGX-SESDAQ will be replaced by a sponsorsupervised board named Catalist on 17 December 2007. As our Company will be listed after 17 December 2007, it will be listed on Catalist. The SGX-ST will publish the Transition Date from which our Company and all former SGX-SESDAQ issuers now listed on Catalist will be required to comply with the Catalist Rules. At least 12 months notice will be given and the SGX-ST may impose conditions. Our Company must meet the following requirements by the Transition Date:(a) (b) (c) submit an undertaking to, inter alia, comply with the Catalist Rules to the SGX-ST; comply with any conditions imposed by the SGX-ST; announce our intention to the market giving no less than one months notice, including the name of our Sponsor (as defined below) and the date from which we will comply with the Catalist Rules as agreed with the SGX-ST; and send a copy of the announcement to each Shareholder on our register at the date of the announcement.

(d)

Until the above requirements have been met, our Company must continue to comply with the SGXSESDAQ rules. Our Company may be delisted if we fail to comply with the above requirements by the Transition Date. The following key changes which affect our Company will take place with effect from the day from which we shall comply with the Catalist Rules:Existing Requirements under SGX-SESDAQ Rules 1. For two years after the listing of a company on the Official List of the SGX-SESDAQ, the company must prominently include a statement that its initial public offering was sponsored by its issue manager in all announcements made by it (on SGXNET or otherwise) and in all its information documents. A company listed on the Official List of the SGX-SESDAQ may obtain a mandate from its shareholders to enable it to issue up to 50% of its issued share capital (of which the aggregate number of shares and convertible securities issued other than on a pro-rata basis must not exceed 20% of its issued share capital). New Requirements under Catalist Rules

The SGX-ST will authorise intermediaries (Sponsors) through certain requirements. After the listing of a company on Catalist, the company must retain a Sponsor at all times. A company may be delisted if it does not have a Sponsor for more than three continuous months.

2.

A company listed on Catalist may obtain a mandate from its shareholders to enable it to issue up to 100% of its issued share capital (of which the aggregate number of shares and convertible securities issued other than on a prorata basis must not exceed 50% of its issued share capital). In the event where shareholders approval is obtained via special resolution on or after the first shareholders meeting, the aggregate number of shares and convertible securities issued other than on a pro-rata basis may be up to 100%.

IV-1

3.

Subject to the provisions of the Listing Manual, shareholders approval will be needed by a company listed on the Official List of the SGX-SESDAQ whenever it acquires or disposes of assets, in the event that any of the relative figures computed on the following bases (the Relative Bases) exceed 20%: (a) the net asset value of the assets to be disposed of, compared with the net asset value of the company and its subsidiaries; the net profits attributable to the assets acquired or disposed of, compared to the net profits of the company and its subsidiaries; the aggregate value of the consideration given or received by the company, compared with its market capitalisation; or the number of equity securities issued by the company as consideration for an acquisition, compared with the number of equity securities of the company previously in issue.

Subject to the provisions of the Catalist Rules, shareholders approval will be needed by a company listed on Catalist when the following takes place: (a) when the company acquires assets, in the event that any of the relative figures computed on the Relative Bases exceed 75% or where the transaction will result in a fundamental change in the companys business; or when the company disposes of assets, in the event that any of the relative figures computed on the Relative Bases exceed 50% or where the transaction will result in a fundamental change in the companys business.

(b)

(b)

(c)

(d)

4.

The SGX-ST will review circulars of companies listed on the Official List of the SGX-SESDAQ.

The Sponsor will review all documents to be released by companies listed on Catalist to shareholders or to the market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that the company is in compliance with the Catalist Rules and makes proper disclosure.

The Sponsor retained by us shall be responsible for advising us on all matters relating to the Catalist Rules, and shall, inter alia:(i) monitor the trading of our Shares and seek and review reasons for any unusual fluctuations in the price and volume of our Shares; advise us on the suitability of Directors arising from proposed changes to our Board; advise us on the appointment of a suitable accounting firm to meet our audit obligations; and advise us if the trading of our Shares should be halted or suspended.

(ii) (iii) (iv)

IV-2

Afor Limited 545 Orchard Road #12-11 Far East Shopping Centre Singapore 238882 Tel: +65 6238 9376 Fax: +65 6238 7681