ginv - radiance group annual report 2011 - growing through innovation

7/29/2019 GINV - Radiance Group Annual Report 2011 - Growing Through Innovation

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Aual Reprt 2011

Grwig Thrugh

InnovATIon


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01 Crprate Irmati

02 Chairmas Statemet

03 Bard Directrs

06 Key Maagemet

08 Crprate Structure

09 Reprt Crprate Gerace

18 Reprt the Directrs

22 Statemet by Directrs

23 Idepedet Auditrs Reprt

24 Cslidated Statemet Cmprehesie Icme

25 Statemets Fiacial Psiti

26 Cslidated Statemet Chages i Equity

27 Cslidated Statemet Cash Flws

28 ntes t the Fiacial Statemets

64 Sharehlders Irmati66 ntice Aual Geeral Meetig

70 Appedix 1

71 Appedix 2

78 Appedix 2-1

Prxy Frm

ConTEnTS


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BOARD OF DIRECTORS Athy Bria Taylr Executie Chairma

Gary Patrick Stard Executie Directr

Malclm Jh Burrell Executie Directr

Csim Brrelli n-Executie Directr

Jh Lim Yew Kg Lead Idepedet Directr

Dali Kumar @ Dali Bi Sardar Idepedet Directr

AUDIT COMMITTEE Jh Lim Yew Kg Chairma

Dali Kumar @ Dali Bi Sardar

Csim Brrelli

NOMINATING COMMITTEE Dali Kumar @ Dali Bi Sardar Chairma

Jh Lim Yew Kg

Csim Brrelli

Athy Bria Taylr

REMUNERATION COMMITTEE Dali Kumar @ Dali Bi Sardar Chairma

Jh Lim Yew Kg

Csim Brrelli

COMPANY SECRETARIES Ye Ch, FCIS

Lim Keg Sa Shirley, FCIS

REGISTERED OFFICE 8 Temasek Buleard, #20-03 Sutec Twer Three, Sigapre 038988

Tel : 68848270 Fax : 68848273

Website : www.radiace-si.cm.sg

SHARE REGISTRAR B.A.C.S. Priate Limited

63 Catmet Rad, Sigapre 089758

Tel : 65934848 Fax : 65934847

AUDITORS Mre Stephes LLP

Certifed Public Accutats

10 As Rad, #29-15 Iteratial Plaza, Sigapre 079903Tel : 62213771 Fax : 62213815

Parter-i-charge : ng Chiu Gee Willy

(Appited sice the facial perid eded 31 December 2008)

PRINCIPAL BANKERS Chiatrust Cmmercial Bak, Ltd

Citibak n.A. Sigapre

Idustrial ad Cmmercial Bak Chia

The Hgkg & Shaghai Bakig Crprati Limited

CoRPoRATEInFoRMATIon

RADIANCE GROUP LIMITEDAnnUAL REPoRT 2011 1


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CHAIRMAnSSTATEMEnT

Da Sads,

The Grup ctiued t perrm well r the year uder reiew despite cst pressures ad ecmic challeges

acig the mauacturig sites i Chia. Sales t Glbal Iacm Limited (GIL) grew by 12.0% cmpared t the prir

year ad GIL remais the largest custmer the Grup.

The Grups ttal reeue grew by 22.9% t S$104.7 milli cmpared t S$85.2 milli a year earlier. While the

grwth was primarily drie by a s trg irst-hal tradig perrmace, secd-hal reeue grew t S$47.4 milli, a

icrease 2.6% cmpared t the prir year. our cmmitmet t buildig lastig custmer relatiships ad a strg

custmer prpsiti helped the Grup geerate arud 90% its reeue rm the tp ie custmers.

The busiess ctiues t supprt ur custmers drie r iati ad ew prduct deelpmet such as i ibre

techlgy prducts, reeue r which grew 38.4% cmpared t the prir year.

Grss prit margis decreased rm 17.7% t 16.1% er the cmparatie perids, maily caused by e- csts

arud S$2.0 milli i the secd hal FY2011. Uderlyig grss margis shwed a icrease rm the prir

year, helped by a aurable prduct mix ad ctiued cus prcuremet.

oerall, the Grup achieed prit bere tax S$8.6 milli, just abe S$8.5 milli the preius year ad recrded

et prit S$5.5 milli r the year ater deductig taxes S$3.1 milli.

As at 31 December 2011, the Grups tta l equi ty std at S$42.7 mil li, a icrease S$4.4 mil li rm the

preius year, with -curret assets at S$3.7 milli ad et curret assets at S$39.0 milli.

Earigs per share was 2.08 cets ad et assets per share was 16.17 cets at the year ed. A diided 0.57 cet

per share was paid 20 December 2011 i light the strg irst-hal FY2011 perrmace.

Durig FY2011 the maagemet team ad the Bard hae made urther prgress twards cmpletig the prpsed

acquisiti the peratig etities Glbal Iacm Hldigs Limited ad its subsidiaries (the GIHL Grup) (the

Acquisiti). The Acquisiti, subject t regulatry ad sharehlder appral, is w expected t be cmpleted i

FY2012, istead FY2011 as earlier aticipated.

The Acquisiti is expected t eable syergies rm rward itegrati it the satellite cmmuicatis busiess.

I additi, it will impre ad brade the Cmpays custmer prpsiti ad pride a better base r sustaiable

uture grwth, with a reduced depedece the electrics mauacturig serices sectr.

The Bard beliees that cmpleti the Acquisiti will ehace sharehlder alue as the Cmpay ca expect t

attract mre iestr iterest which, i tur, culd icrease the tradig liquidity i the shares the Cmpay.

o behal the Bard, I wuld like t thak all ur custmers, sharehlders, suppliers ad busiess assciates

r their ctiued supprt. I wuld als like t express my appreciati t the maagemet team ad sta r their

dedicati i supprtig ur custmers ad hard wrk i delierig a slid perrmace r the year.

At Ba Ta

Executie Chairma

RADIANCE GROUP LIMITEDAnnUAL REPoRT 20112


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AnThony BriAn TAylorExecutive Chairman

Mr Athy Bria Taylr was appited as Executie Directr 18 August 2010 ad Executie Chairma the

Bard Directrs 26 octber 2010. He is als a member the nmiatig Cmmittee.

Mr Taylr is the Maagig Directr Glbal Iacm Hldigs Limited ad was appited t the Bard Glbal

Iacm Hldigs Limited i 2006. Mr Taylrs etire pressial career has bee spet wrkig withi iteratial

high techlgy busiesses with dierse cmmercial prpsitis which iclude semicductrs, autmtie

electrics, military ad satellite-related prducts. He als has er 12 years experiece i seir executie

leadership rles. He has rmally held psitis at Harris Semicductr rm 1984 t 1987, ad Marci ElectricDeices Frm 1987 t 1990 bere jiig SGS-THoMSon Micrelectrics betwee 1990 ad 1999. Mr Taylr

was appited the Chie Executie oicer TechFusi GmbH where he sered rm 1999 t 2002, ad was the

Geeral Maager Amphel Limited rm 2002 t 2006.

Mr Taylr hlds a Bachelr Sciece, Electrics degree (with hurs) rm Cetry Uiersity i the Uited

Kidgm.

GAry PATrick STAfforDExecutive Director

Mr Gary Patrick Stard was appited as Executie Directr 18 August 2010.

Mr Stard is the Busiess Deelpmet Directr Glbal Iacm Limited ad is a Micrwae Egieer. Betwee

1979 ad 1989, he wrked i Marci Space ad Deece Systems Ltd as a Atea Desig Egieer. He the jied

the DBS departmet Marci Space ad Deece Systems Ltd as a Atea Egieer ad wrked a rage

DBS atea. He was subsequetly appited the Micrwae Desig Grup Maager i 1997 at Grudig Gmbh ad

was the Prject Maager r the desig ad deelpmet a rage ew prducts r csumer electrics based

Micrwae systems. Mr Stard was als the Fudig Directr Iacm Limited i 2000. With his experiece

i desigig ad deelpig prducts based micrwae systems, he expaded the prduct rage Iacm ad

ctiues t d the same with Glbal Iacm Hldigs Limited. He curretly has 18 patets uder his ame.

He graduated rm Plymuth Cllege i the Uited Kigdm llwig a spsrship cerred up him by the

British Bradcastig Crprati.

BoARD oFDIRECToRS



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BoARD oFDIRECToRS

MAlcolM John BurrellExecutive Director

Mr Malclm Jh Burrell was appited as Executie Directr 18 August 2010.

Mr Burrell is the Techical Directr Glbal Iacm Limited ad has held this psiti sice nember 1997. He

is a Chartered Egieer with 30 years RF desig, techical maagemet ad crprate maagemet experiece,

gaied whilst wrkig i busiess withi the csumer electrics, satellite earth stati ad military cmmuicatis

sectrs. Prir t jiig Glbal Iacm Limited, he was a Seir Deelpmet Egieer at Marci Cmmuicati

Systems Ltd, rm September 1981 t September 1987. Frm octber 1987 t December 1991, he was the Techical

Maager at Multipit Cmmuicatis Ltd, ad thereater was the Pricipal Systems Egieer at Marci RadarSystems Ltd rm Jauary 1992 t octber 1997.

Mr Burrell hlds a Bachelr Sciece Egieerig (Electric Egieerig) degree rm the Uiersity Suthampt,

Uited Kigdm ad a Certiicate i Maagemet (CIM). He is a member the Istituti Egieerig ad

Techlgy.

coSiMo BorrelliNon-Executive Director

Mr Csim Brrelli was appited as n-Executie Directr 4 December 2009. He was the Chairma theBard Directrs rm 4 December 2009 t 25 octber 2010. He is als a member the Audit, nmiatig ad

Remuerati Cmmittees.

Mr Brrelli is a Chartered Accutat with er 22 years experiece i rmal ad irmal crprate restructurig,

resic accutig ad iacial iestigatis. This experiece has icluded beig appited by curts, leders ad

iaciers, distressed cmpaies, secured ad usecured creditrs, iestrs ad ther iterested parties. He has a

track recrd i establishig ad delierig restructurig ad crprate adisry arragemets i idustries icludig

iacial serices, prperty, telecmmuicatis, retail, mauacturig ad pressial serices.

Mr Brrelli hlds a Bachelrs degree i Ecmics rm Uiersity Adelaide, Australia. He is a member the

Istitute Chartered Accutats i Australia, member the Istitute Certiied Public Accutats ad Istitute

Certiied Public Accutats Islecy Iterest Grup Hg Kg ad a member the Islecy Practitiers

Assciati Australia.



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John liM yew konGIndependent Director

Mr Jh Lim Yew Kg was appited as Idepedet Directr 13 September 2010. He is the Chairma the

Audit Cmmittee, Lead Idepedet Directr ad a member the nmiatig ad Remuerati Cmmittees.

Mr Lim is curretly a directr AXIA Equity Pte Ltd, a irm which prides busiess ad iacial adisry serices

t cmpaies i Sigapre ad the regi. Prir t this ad sice 1991, Mr Lim was iled i the priate equity ad

eture capital idustry i Asia as a directr a iestmet adisry irm egaged i direct iestmet i the regi.

Frm 1989 t 1991, Mr Lim wrked i Dwell Schlumberger i the Uited Kigdm, where he was Uited Kigdm

diisi ctrller. Betwee 1984 ad 1988, he was with Arthur Aderse & C, Ld.

Mr Lim hlds a Bachelrs degree i Ecmics rm Ld Schl Ecmics ad Plitical Sciece, Uited

Kigdm. He is a qualiied chartered accutat sice 1987.

DAli kuMAr @ DAli Bin SArDArIndependent Director

Mr Dali Kumar @ Dali Bi Sardar was appited as Idepedet Directr 22 octber 2007. Mr Sardar was the

Chairma the Audit Cmmittee rm 21 nember 2007 t 12 September 2010. He is curretly the Chairma

nmiatig ad Remuerati Cmmittees ad a member the Audit Cmmittee.

Mr Sardar has mre tha 29 years experiece i the bakig ad iace idustry where he spet 14 years with

Citibak/Citigrup. He uded DTA Capital Grup i 1996 which specialises i eture capital/priate equity ud

maagemet, equity ad debt raisig, mergers ad acquisitis ad arius rms restructurig. He curretly

sits seeral Bards icludig listed etities like M Deelpmet Limited (SGX) ad Chua Huat Resurces Bhd

(KLSE).

Mr Sardar hlds a Bachelrs degree i Ecmics rm Kx Cllege, Illiis, USA ad a MBA rm the America

Graduate Schl Iteratial Maagemet (Thuderbird), Ariza, USA.

BoARD oFDIRECToRS



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KEYMAnAGEMEnT

DAviD wilSon ThoMAS newcoMBeChief Financial Officer

Mr Daid newcmbe was appited as the Chie Fiacial oicer the Cmpay 1 April 2011.

He is respsible r maagig the Cmpays iace uctis ad ersees accutig, iace, plaig, tax,

crprate deelpmet, iestr relatis ad cmpliace matters. Mr newcmbe has er 20 years maagemet

experiece i iace, plaig, strategy ad busiess deelpmet btaied acrss mauacturig, brewig, retail,

bakig ad trael sectrs. Prir t jiig Radiace Grup Limited, he was EMEA Fiace Directr r the Trael

netwrk diisi Sabre Hldigs.

Mr newcmbe hlds a Master Busiess Admiistrati rm the Craield Schl Maagemet, Uited Kigdm

ad a Master Arts (Egieerig) with hurs rm the Uiersity Cambridge, Uited Kigdm. He has udertake

the e year Crprate Fiace prgramme at Ld Busiess Schl, Uited Kigdm.

Goh Boon lenGGeneral Manager, EMS Division

Mr Gh B Leg was appited as Geeral Maager, EMS Diisi 16 September 2010. He is respsible r

the erall peratis as well as chartig the directi ad strategic deelpmet the electrics mauacturig

serices busiess the Grup. Mr Gh is als respsible r rmulatig marketig strategies ad has beeistrumetal i securig ad buildig strg relatiships with custmers.

Mr Gh has mre tha 27 years experiece i the electrics idustry i areas quality ctrl, prducti

egieerig ad peratis. He was the Executie Directr ad Chie Executie oicer the Cmpay rm May

2002 t octber 2006, ad the Executie Directr the Cmpay rm 22 octber 2007 t 15 September 2010.

Mr Gh hlds a Diplma i Mechaical Egieerig rm the Sigapre Plytechic.



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Goh chwee heonGGeneral Manager, RESZ

Mr Gh Chwee Heg is the Geeral Maager Radiace Electrics (Shezhe) C., Ltd (RESZ). He maages

the daily peratis ad busiess deelpmet the mauacturig plat i Shezhe. Mr Gh has accumulated

mre tha 25 years experiece i the SMT ad SMT-related idustries. Prir t jiig the Grup, he has held

maagemet stits i seeral electrics cmpaies.

Mr Gh hlds a Diplma i Mechaical Egieerig rm the ngee A Plytechic, Sigapre.

wonG Pei fernGroup Financial Controller

Ms Wg Pei Fer is the Grup Fiacial Ctrller the Cmpay. She is respsible r the erall iacial,

accutig, tax, treasury, crprate iace ad cmpliace matters the Grup. Ms Wg has bee i the iace

ad accutig ield r mre tha 15 years. She has held arius maagemet psitis i multiatial ad listed

cmpaies i the irmati techlgy, cmputer ad telecmmuicatis idustries.

Ms Wg hlds a Bachelrs degree i Accutacy rm nayag Techlgical Uiersity, Sigapre. She was

admitted as a member the Istitute Certiied Public Accutats Sigapre i 1998 ad is a Certiied Public

Accutat sice 2001.

ricky yu lAi hoeGeneral Manager, RESH

Mr Yu Lai He is the Geeral Maager Radiace Electrics (Shaghai) C., Ltd (RESH). He ersees the day-

t-day peratis the plat ad is als respsible r the busiess deelpmet ad strategic plaig the

mauacturig peratis i Shaghai. He has mre tha 24 years experiece i the electrics mauacturig

serices idustry. Prir t jiig the Grup, Mr Yu has held arius maagemet psitis i seeral desig ad

eet maagemet cmpaies.

Mr Yu graduated with a Bachelr Sciece i Prducti Techlgy ad Prducti Maagemet (Hurs) rm

the Ast Uiersity, Birmigham, Uited Kigdm.


KEYMAnAGEMEnT


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CoRPoRATESTRUCTURE

rADiAnce

cAyMAn

liMiTeD

100%

rADiAnce

elecTronicS

(Shenzhen)

co lTD

100%

rADiAnce

elecTronicS

(ShAnGhAi)

co lTD

100%

rADiAnce

MAnufAcTurinG

PTe lTD

100%

Sino-

BrilliAnT

enerGy

PTe lTD

100%

rADiAnce

enerGy

TechnoloGy

co lTD

100%

RADIANCE

GROUP

LIMITED



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RADIANCE GROUP LIMITEDANNUAL REPORT 2011 9

The Board o Directors (the Board) o Radiance Group Limited (the Company) is committed to maintaining a high standard

o corporate governance. The Board conrms that it has generally adhered to the principles and guidelines as set out in the

Code o Corporate Governance 2005 (the Code), where they are applicable, relevant and practicable to the Group.

This report describes the Companys corporate governance policies and practices with specic reerence made to each

o the principles o the Code in compliance with the Listing Manual o the Singapore Exchange Securities Trading Limited

(SGX-ST).

Principle 1 : Boards Conduct o its Aairs

The Board oversees the business and corporate aairs o the Company and its subsidiaries (collectively the Group) and

is collectively responsible or its success. The Board sets the overall strategy o the Group and sets policies on matters as

nancial control, nancial perormance and risk management procedures.

Board approval is required or matters such as corporate restructuring, mergers and acquisition, major investments and

divestments, acquisitions and disposal o assets, major corporate policies on key areas o operations, acceptance o bank

acilities, release o the Groups nancial results and interested person transactions o a material nature.

The Board comprises:

Executive Directors

Anthony Brian Taylor (Chairman)

Gary Patrick StaordMalcolm John Burrell

Non-Executive Directors

Cosimo Borrelli

John Lim Yew Kong (Lead Independent)

Dali Kumar @ Dali Bin Sardar (Independent)

The Board currently has a total o six (6) members, one third o whom are independent directors. The Board comprises

members with a broad range o knowledge, expertise and experience such as accounting, nance, business and

management.

Management together with the Board Committees including the Audit, Nominating and Remuneration Committees supportthe Board in discharging its responsibilities. The roles and powers o the Board committees are set out separately in this

Report. All committees have been constituted with clear written terms o reerence.

The Board conducts regular scheduled meetings at least twice yearly and as warranted by particular circumstances. The

Companys Articles o Association provides or directors to convene meetings by way o telephone conerencing or any other

electronic means o communication. When a physical Board meeting is not possible, timely communication with members o

the Board can be achieved through electronic means or via circular o written resolutions or approval by the Board.

REPORT ONCORPORATE GOVERNANCE


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RADIANCE GROUP LIMITEDANNUAL REPORT 201110

Principle 1 : Boards Conduct o its Aairs (contd)

Details o Board and Board committee meetings held or the nancial year ended 31 December 2011 (FY2011) are disclosed

in the table below:

Board

Audit

Committee

Nominating

Committee

Remuneration

CommitteeNo. o Meetings Held 3 3 1 1Anthony Brian Taylor 3 - 1 -Gary Patrick Staord 3 - - -Malcolm John Burrell 3 - - -

Cosimo Borrelli 3 3 1 1John Lim Yew Kong 3 3 1 1Dali Kumar @ Dali Bin Sardar 2 2 1 1

Directors are kept inormed o the relevant laws, regulations and challenging commercial risks rom time to time. Relevant

updates, news releases issued by the SGX-ST and the Accounting and Corporate Regulatory Authority (ACRA) are circulated

to the Board or inormation.

Newly appointed directors are provided with inormation on the Groups business and are brieed on the business activities

and the strategic direction o the Group. Directors also have the opportunity to meet with Management to gain a better

understanding o the Groups business operations. New directors have been brieed on their duties, responsibilities and

obligations.

To keep abreast with changes/developments in rules, regulations and the business environment, directors are encouraged to

attend relevant training courses/seminars at the Companys expense.

Principle 2 : Board Composition and Balance

The size and composition o the Board are reviewed on an annual basis by the Nominating Committee to ensure that it has the

appropriate mix o core expertise and experience consistent with the nature, size and complexities o the Groups business

and its operating environment.

The Nominating Committee, with the concurrence o the Board, considers the current Board size o six (6) members

appropriate, having regard to the nature and scope o the Groups operations. The diversity o the directors experiences

allows or the useul exchange o ideas and views.

The non-executive directors contribute to the Board process by monitoring and reviewing managements perormance against

goals and objectives. Their views and opinions provide alternative perspectives to the Groups business. When challenging

managements proposals or decisions, they bring independent judgment to bear on business activities and transactions

involving confict o interests and other complexities.

Principle 3 : Role o Chairman and Chie Executive Ocer

Mr Anthony Brian Taylor is the Executive Chairman o the Board. His main responsibilities include leading the Board to

ensure its eectiveness on various aspects o its role, assisting in ensuring compliance with the Groups guidelines on

corporate governance and ensuring that the directors are provided with complete, adequate and timely inormation. TheCompany Secretaries assist the Chairman in scheduling Board and Board Committee meetings and prepare agenda papers

in consultation with the Executive Chairman.



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Principle 3 : Role o Chairman and Chie Executive Ocer (contd)

Mr Taylor also unctions as the Chie Executive Ocer (CEO) o the Company. As CEO, Mr Taylor manages and overseas

the Groups day-to-day operations and implementation o the Groups strategies, plans and policies to achieve the planned

corporate perormance and nancial goals.

Although this deviates rom the recommendations set out in the Code, the Board believes that vesting the roles o both

Chairman and CEO on the same person who is knowledgeable in the business o the Group provides the Group with a strong

and consistent leadership and allows or more eective planning and execution o long term business strategies. Mr Taylors

dual role as Executive Chairman and CEO will enable the Group to conduct its business more eciently and to ensure that

the decision making process o the Group would not be unnecessarily hindered.

The Board believes that there are adequate saeguards and checks in place to ensure that the process o decision making by

the Board is independent and based on collective decision making without Mr Taylor exercising any undue infuence on any

decision made by the Board.

The Nominating Committee will review the need to separate the roles o Chairman and CEO rom time to time and make its

recommendation.

Mr John Lim Yew Kong, who is the Lead Independent Director o the Company, would address the concerns, i any, o the

Companys shareholders on issues that cannot be appropriately dealt with by the Chairman/CEO or the Chie Financial

Ocer.

Principle 4 : Board Membership

Principle 5 : Board Perormance

The Nominating Committee comprises a majority o non-executive directors. The Chairman, Mr Dali Kumar @ Dali Bin Sardar,

an Independent Director, is not associated with any substantial shareholders. The members o the Nominating Committee

are:

Dali Kumar @ Dali Bin Sardar (Chairman)

John Lim Yew Kong

Cosimo Borrelli

Anthony Brian Taylor

The Nominating Committee makes recommendations to the Board on all nominations or appointment and re-appointment to

the Board, and the Board Committees. It ascertains the independence o directors annually with reerence to the guidelines

set out in the Code and has determined Messrs Dali Kumar @ Dali Bin Sardar and John Lim Yew Kong are independent.

The Nominating Committee, in recommending the nomination o any director or re-election, considers the contribution o

each director, which includes his attendance record, overall participation, expertise, strategic vision, business judgement and

sense o accountability.

Pursuant to the Companys Article o Association, an election o directors shall take place each year. All directors shall retire

at least every three (3) years but shall be eligible or re-election at the Annual General Meeting.

Mr Dali Kumar @ Dali Bin Sardar who is retiring under Article 89 at the orthcoming Annual General Meeting has oered to

stand down rom the Board at the orthcoming AGM. The Board would like to thank Mr Dali Kumar @ Dali Bin Sardar or his

contribution to the business as an Independent Director.



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Principle 4 : Board Membership (contd)

Principle 5 : Board Perormance (contd)

Each member o the Nominating Committee had abstained rom voting on any resolutions and making any recommendations/

participating in any deliberations o the Nominating Committee in respect o his re-nomination as director.

Set out below are the names, dates o appointment and last re-election o each director:

Name Position Date o Appointment

Date o Last

Re-election

Anthony Brian Taylor Executive Chairman 18 August 2010 27 April 2011Gary Patrick Staord Executive Director 18 August 2010 27 April 2011Malcolm John Burrell Executive Director 18 August 2010 27 April 2011Cosimo Borrelli Non-Executive Director 4 December 2009 30 April 2010John Lim Yew Kong Lead Independent Director 13 September 2010 27 April 2011Dali Kumar @ Dali Bin Sardar Independent Director 22 October 2007 24 April 2009

The Nominating Committee has adopted a Process or Selection and Appointment o New Directors. This provides the

procedure or identication o potential candidates, evaluation o candidates skills, knowledge and experience, assessment

o candidates suitability and recommendation or nomination to the Board. The Board approves the appointment upon

recommendation by the Nominating Committee.

The Nominating Committee evaluates the Boards perormance annually based on established criteria. Based on the evaluation

or FY2011, the Nominating Committee is generally satised with the Boards perormance. The Nominating Committee willcontinue to renew its procedure, eectiveness and development rom time to time.

Key inormation regarding the Directors is provided on pages 3 to 5 o this Annual Report.

Principle 6 : Access to Inormation

The Board is provided with management reports containing complete, adequate and timely inormation prior to Board

meetings and on an on-going basis. The directors interact with and are provided with the contact details o the Companys

senior management and the Company Secretaries to acilitate direct, separate and independent access.

Should the directors, whether as a group or individually, require independent proessional advice to ull their duties, the cost

o such proessional advice is borne by the Company.

The Company Secretary or her representative attends all Board meetings and meetings o the committees and prepare

minutes o Board proceedings.

The Articles o Association o the Company provides that the appointment and removal o Company Secretary shall be

reviewed by the Board.



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Principle 7 : Procedures or Developing Remuneration Policies

Principle 8 : Level and Mix o Remuneration

Principle 9 : Disclosure o Remuneration

The Remuneration Committee comprises all non-executive directors. The members o the Remuneration Committee are:

Dali Kumar @ Dali Bin Sardar (Chairman)

John Lim Yew Kong

Cosimo Borrelli

The Remuneration Committee reviews and recommends to the Board:

(a) the remuneration packages o the executive directors and key management o the Group; and

(b) directors ees or all directors, taking into actors such as work undertaken and time spent, their responsibilities; and

(c) long term incentive schemes which may be set up rom time to time.

The Remuneration Committee is also responsible or administering the Radiance Electronics Share Option Scheme 2003 (the

Scheme). Details o the options granted and the Scheme are as disclosed in Note 5 o the Report o the Directors.

In setting remuneration packages or the executive directors and key management o the Group, the pay and employment

conditions within the industry and in comparable companies are taken into account to maintain an appropriate and competitive

level o remuneration that will attract, retain and motivate key management.

Directors ees take into account the relevant directors level o contribution and responsibilities. The Remuneration Committee

has adopted a ramework or directors ees which comprised a basic ee, additional ees or appointment to and chairing o

board committees or FY2011. The directors ees or FY2011, paid quarterly in arrears, amounted to S$280,000. The general

ramework or the oregoing ees is as ollows:

Committee Appointment Amount (S$)Board Board Member 50,000

Audit Committee Committee Chairman 30,000Committee Member 15,000

Nominating Committee Committee Chairman 15,000

Committee Member 10,000

Remuneration Committee Committee Chairman 15,000Committee Member 10,000

The ramework or directors ees or the nancial year ending 31 December 2012 is the same as that or FY2011 which will

amount up to S$310,000 to be paid quarterly in arrears.

No director was involved in determining his own remuneration. Messrs Anthony Brian Taylor, Gary Patrick Staord and

Malcolm John Burrell, as executive directors, do not receive any directors ees.



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Principle 7 : Procedures or Developing Remuneration Policies (contd)

Principle 8 : Level and Mix o Remuneration (contd)

Principle 9 : Disclosure o Remuneration (contd)

The remuneration paid to the directors and key management or FY2011 are as shown:

FY2011DirectorsBelow S$250,000

Anthony Brian TaylorMalcolm John BurrellCosimo Borrelli

John Lim Yew KongDali Kumar @ Dali Bin Sardar

Key ManagementS$250,000 to below S$500,000 David Wilson Thomas Newcombe

Goh Boon LengYu Lai Hoe

Below S$250,000 Goh Chwee HeongWong Pei Fern

The Board is o the opinion that the details o remuneration or the individual director and the key management are condential,

and disclosure o such inormation would not be in the interest o the Company.

There are no employees o the Group who are immediate amily members o a director or the CEO and whose remunerationexceeds S$150,000 during the year.

Principle 10 : Accountability

Management is accountable to the Board and provides the Board with appropriately detailed management accounts o the

Groups perormance, position and prospects on a regular basis. In the discharge o its duties to shareholders, the Board,

when presenting annual nancial statements and announcements, seek to provide shareholders with detailed analysis,

explanation and assessment o the Groups nancial position and prospects.

Principle 11 : Audit Committee

The Audit Committee comprises all non-executive directors. The members o the Audit Committee are:

John Lim Yew Kong (Chairman)

Dali Kumar @ Dali Bin Sardar

Cosimo Borrelli

The Board is satised that the members o the Audit Committee are appropriately qualied to discharge their responsibilities.

All Audit Committee members possess extensive business and nancial management experience at both senior management

and Board levels.

The Audit Committee meets at least two (2) times a year and as and when necessary to carry out its unctions which are set

out in Note 6 o the Report o the Directors.



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Principle 11 : Audit Committee (contd)

The Audit Committee has ull access to and the co-operation o management, has ull discretion to invite any director or

executive ocer to attend its meetings, and has been given adequate resources to enable it to discharge its unctions.

The Audit Committee met with the external and internal auditors, without the presence o management, at least once a year

and had established that the external auditors have had ull co-operation o management in carrying out the audit.

The accounts o the Company and its subsidiaries are audited by Moore Stephens LLP, an auditing rm registered with the

Accounting and Corporate Regulatory Authority. The Company is thereore in compliance with Rules 712, 715 and 716 o the

SGX-ST Listing Manual in respect o the suitability o the auditing rm.

No non-audit services were rendered by the external auditors during FY2011.

The Audit Committee is satised with the independence o the external auditors and has recommended the re-appointment

o Moore Stephens LLP as external auditors or the ensuing year.

The Whistle-Blowing Policy programme provides an avenue or sta o the Group to raise concerns about possible

improprieties in matters o nancial reporting or other matters and ensure that arrangements are in place or the independent

investigation o such matters and appropriate ollow-up actions to be taken. No reports o whistle blowing incidents were

recorded in FY2011.

Principle 12 : Internal Controls

The Groups internal control systems are designed to ensure the reliability and integrity o nancial inormation and to

saeguard the assets o the Group. For the nancial year under review, the Audit Committee and the Board have reviewed

the Groups internal controls system. In the absence o any evidence to the contrary, the Board with the concurrence o the

Audit Committee, is o the opinion that the Groups internal controls are adequate in addressing material nancial, operational

and compliance risks in the Groups business environment based on:

(a) reviews o internal controls established and maintained by the Group;

(b) managements quarterly and annual undertaking conrming their responsibilities or and eectiveness o the internal

controls;

(c) reviews and assessment o risks; and

(d) reports issued by the internal and external auditors.

Principle 13 : Internal Audit

The Groups internal audit unction is outsourced to BDO Rafes Consultants Pte Ltd. The internal auditor reports directly to

the Chairman o the Audit Committee on audit matters and the CEO on administrative matters.

The Audit Committee, on an annual basis, assess the eectiveness o the internal audit by examining the scope o the

internal audit work and results o the areas reviewed, the internal auditors reports and recommendations and managements

implementation o such recommendations.



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Principle 14 : Communication with Shareholders

Principle 15 : Greater Shareholders Participation

In line with its continuous disclosure obligations, the Group is committed to maintaining regular and proactive communication

with shareholders. It is the Boards policy that shareholders are inormed o all major developments that impact the Group.

Inormation is communicated to shareholders on a timely basis and is made through:

(a) annual reports that are prepared and issued to all shareholders;

(b) nancial statements containing a summary o the nancial inormation and aairs o the Group or the year publishedthrough the SGXNET;

(c) notices o and explanatory memoranda or annual and extraordinary general meetings;

(d) press releases on major developments o the Group; and

(e) the Companys website which provides,inter alia, corporate announcements, press releases, annual reports and prole

o the Group at www.radiance-sin.com.sg.

At the Annual General Meeting, shareholders will be given the opportunity to voice their views and seek clarications.

The Chairmen o the Audit, Remuneration and Nominating Committees and the external auditors are normally available at the

Annual General Meeting to answer shareholders queries.

Securities Transactions

The Group has adopted an internal compliance code o conduct which provides guidance to directors and ocers with

regards to dealing in the Companys securities. Directors and ocers are prohibited rom dealing in securities o the Company

one month beore the release o the hal year and ull year results and at all times, whilst in possession o price-sensitive

inormation. The Group conrmed that it had adhered to its policy or securities transaction or FY2011.



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Interested Person Transactions

The Company has established procedures to ensure that all transactions with interested persons are submitted in a timely

manner to the Audit Committee or review and approval, and that all such transactions are conducted at arms length basis.

The Company had conducted the ollowing interested person transactions or FY2011, pursuant to Rule 907 o the Listing

Manual o the Singapore Exchange Securities Trading Limited:

Name o interested person

Aggregate value o all interested person

transactions during the nancial year

under review (excluding transactionsless than S$100,000 and transactions

conducted under shareholders mandate

pursuant to Rule 920 o the Listing

Manual)

Aggregate value o all interestedperson transactions conducted under

shareholders mandate pursuant to Rule

920 o the Listing Manual (excluding

transactions less than S$100,000)

Global Invacom Limited 373,908(i) 41,913,199(ii)

Notes:

(i) Relates to transactions entered into between the Group and Global Invacom Limited (GIL) rom 1 January 2011 to 25 January 2011(Pre-mandate Transactions) and the transactions were ratied, conrmed and approved by the shareholders at the ExtraordinaryGeneral Meeting (EGM) held on 25 January 2011.

(ii) Relates to transactions entered into between the Group and GIL rom 26 January 2011 to 31 December 2011 under the Interested

Person Transactions Mandate approved by the shareholders at the EGM held on 25 January 2011 and renewed at the Annual GeneralMeeting held on 27 April 2011.

Material Contracts

Except or the aoresaid Interested Person Transactions, there were no material contracts, not being contracts entered into

in the ordinary course o business, had been entered into by the Company and its subsidiaries involving the interest o the

executive director, any director or controlling shareholder o the Company during FY2011.

Risk Management

Management, led by the CEO, regularly reviews the Groups operations and activities to identiy areas o risks as well asappropriate measures to control and mitigate these risks. Signicant matters would be reported to the Audit Committee and

the Board.

The Groups nancial risk management is described under Note 29 o the Notes to the Financial Statements on page 57 o

this Annual Report.



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REPORT OFTHE DIRECTORS31 DECEMBER 2011

The directors are pleased to present their report to the members together with the audited consolidated nancial statements

o Radiance Group Limited (the Company) and its subsidiaries (collectively the Group) or the nancial year ended 31

December 2011 and the statement o nancial position o the Company as at 31 December 2011.

1 Directors

The directors o the Company in oce at the date o this report are:

Anthony Brian Taylor Executive Chairman

Gary Patrick Staord Executive DirectorMalcolm John Burrell Executive Director

Cosimo Borrelli Non-Executive Director

John Lim Yew Kong Lead Independent Director

Dali Kumar @ Dali Bin Sardar Independent Director

2 Arrangements to Enable Directors to Acquire Shares or Debentures

Neither at the end o nor at any time during the nancial year was the Company a party to any arrangement whose object

was to enable the directors o the Company to acquire benets by means o the acquisition o shares or debentures o

the Company or any other body corporate.

3 Directors Interests in Shares or Debentures

As recorded in the register o directors shareholdings under Section 164 o the Singapore Companies Act, Chapter 50,

none o the directors holding oce at the end o the nancial year had any interest in the shares o the Company and

its related corporations.

4 Directors Contractual Benets

Since the end o the previous nancial year, no director o the Company has received or become entitled to receive a

benet by reason o a contract made by the Company or a related corporation with the director, or with a rm o which

the director is a member, or with a company in which the director has a substantial nancial interest except as disclosedin the notes to the nancial statements.

5 Share Options - Radiance Electronics Share Option Scheme 2003

The Radiance Electronics Share Option Scheme 2003 (the Scheme) was approved and adopted by shareholders at

an Extraordinary General Meeting held on 25 April 2003.

The Remuneration Committee administering the Scheme comprises directors, Messrs Dali Kumar @ Dali Bin Sardar

(Chairman o the Remuneration Committee), John Lim Yew Kong and Cosimo Borrelli.

The Scheme orms an integral and important component o the employee compensation plan, which is designed to

primarily reward and retain executive directors, non-executive directors and employees o the Group whose services

are integral to the success and the continued growth o the Group.


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5 Share Options - Radiance Electronics Share Option Scheme 2003 (contd)

Principal Terms o the Scheme

(a) Participants

Under the rules o the Scheme, executive and non-executive directors (including independent directors) and

employees o the Group, who are not controlling shareholders or their associates, are eligible to participate in the

Scheme.

(b) Size o the Scheme

The aggregate number o shares over which the Remuneration Committee may grant options on any date, when

added to the number o shares issued and issuable in respect o all options granted under the Scheme, shall not

exceed 15% o the issued shares o the Company on the day preceding that date.

(c) Options, Exercise Period and Exercise Price

The options that are granted under the Scheme may have exercise prices that are, at the Remuneration Committees

discretion, set at a price (the Market Price) equal to the weighted average share price o the shares or the last

trading day immediately preceding the relevant date o grant o the option or at a discount to the Market Price

(subject to a maximum discount o 20%). Options which are xed at the Market Price (Market Price Option) may

be exercised ater the rst anniversary o the date o grant o that option while options exercisable at a discount

to the Market Price (Discounted Option) may only be exercised ater the second anniversary rom the date ogrant o the options. Options granted under the Scheme to all employees (including executive directors) and non-

executive directors will have a lie span o 10 and 5 years respectively.

(d) Grant o Options

Under the rules o the Scheme, there are no xed periods or the grant o options during the options lie span.

As such, oers or the grant o options may be made at any time rom time to time at the discretion o the

Remuneration Committee.

In addition, in the event that an announcement on any matter o an exceptional nature involving unpublished price

sensitive inormation is imminent, oers may only be made ater the second market day rom the date on which

the aoresaid announcement is made.

(e) Termination o Options

Special provisions in the rules o the Scheme deal with the lapse or earlier exercise o options in circumstances

which include the termination o the participants employment by the Group, the bankruptcy o the participant, the

death o the participant, a take-over o the Company and the winding-up o the Company.

() Acceptance o Options

The grant o options shall be accepted within 30 days rom the date o oer. Oers o options made to grantees,

i not accepted beore the closing date, will lapse. Upon acceptance o the oer, the grantee must pay the

Company a consideration o S$1.00.

REPORT OFTHE DIRECTORS

31 DECEMBER 2011


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5 Share Options - Radiance Electronics Share Option Scheme 2003 (contd)

Principal Terms o the Scheme (contd)

(g) Duration o the Scheme

The Scheme shall continue in operation or a maximum duration o 10 years and may be continued or any urther

period thereater with the approval o shareholders by ordinary resolution in general meeting and o any relevant

authorities which may then be required.

Options Granted Under the Scheme

There were:

(a) no options granted to take up unissued shares o the Company or its subsidiaries during the nancial year;

(b) no shares o the Company and its subsidiaries issued by virtue o the exercise o options to take up unissued

shares o the Company and its subsidiaries during the nancial year; and

(c) no unissued shares o the Company or its subsidiaries under options at the end o the nancial year.

6 Audit Committee

The Audit Committee (AC) comprises all non-executive directors. The members o the AC are:

John Lim Yew Kong (Chairman)

Dali Kumar @ Dali Bin Sardar

Cosimo Borrelli

The AC carried out its unctions in accordance with Section 201B(5) o the Singapore Companies Act, Chapter 50, the

Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual and the Code o Corporate Governance,

which includes the ollowing:

(a) Reviews the audit plans o the internal and external auditors o the Company, and reviews the internal auditors

evaluation o the adequacy o the Companys system o internal accounting controls and the assistance given bythe Companys management to the external and internal auditors;

(b) Reviews the hal-yearly announcement on nancial perormance, annual nancial statements and the auditors

report on the annual nancial statements o the Company beore their submission to the Board o Directors;

(c) Reviews the eectiveness o the Companys material internal controls, including nancial, operational and

compliance controls and risk management via reviews carried out by the internal auditors;

(d) Meets with the external auditors, other committees and management in separate executive sessions to discuss

any matters that these groups believe should be discussed privately with the AC;

(e) Reviews legal and regulatory matters that may have a material impact on the nancial statements, related

compliance policies and programmes and any reports received rom regulators;

REPORT OFTHE DIRECTORS31 DECEMBER 2011


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6 Audit Committee (contd)

() Reviews the cost eectiveness and the independence and objectivity o the external auditors;

(g) Reviews the nature and extent o non-audit services provided by the external auditors;

(h) Recommends to the Board o Directors the external auditors to be nominated, and reviews the scope and results

o the audit;

(i) Reports actions and minutes o the AC to the Board o Directors with such recommendations as the AC considers

appropriate;

(j) Reviews interested person transactions in accordance with the requirements o the SGX-ST Listing Manual; and

(k) Undertakes such other unctions and duties as may be agreed to by the AC and the Board o Directors.

Further details regarding the AC are disclosed in the Report on Corporate Governance included in the Companys

Annual Report.

The AC has recommended to the Board o Directors the nomination o Moore Stephens LLP or their appointment as

independent auditors o the Company at the orthcoming Annual General Meeting.

7 Independent Auditors

The auditors, Moore Stephens LLP, Public Accountants and Certied Public Accountants, have expressed their

willingness to accept re-appointment.

On behal o the Board o Directors

ANTHONY BRIAN TAYLOR

Director

COSIMO BORRELLI

Director

Singapore

29 March 2012

REPORT OFTHE DIRECTORS

31 DECEMBER 2011


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In the opinion o the directors:

(a) the accompanying consolidated nancial statements o the Group and the statement o nancial position o the

Company together with the notes thereto, as set out on pages 24 to 63, are drawn up so as to give a true and air view

o the state o aairs o the Group and o the Company as at 31 December 2011 and the results, changes in equity and

cash fows o the Group or the year ended on that date; and

(b) at the date o this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as

and when they all due.

On behal o the Board o Directors

ANTHONY BRIAN TAYLOR

Director

COSIMO BORRELLI

Director

Singapore

29 March 2012

STATEMENTBY DIRECTORS31 DECEMBER 2011


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We have audited the accompanying nancial statements o Radiance Group Limited (the Company) and its subsidiaries(collectively the Group), as set out on pages 24 to 63, which comprise the consolidated statement o nancial position o theGroup and the statement o nancial position o the Company as at 31 December 2011, and the consolidated statement ocomprehensive income, consolidated statement o changes in equity and consolidated statement o cash fows o the Groupor the year ended 31 December 2011, and a summary o signicant accounting policies and other explanatory notes.

Managements Responsibility or the Financial Statements

Management is responsible or the preparation o nancial statements that give a true and air view in accordance withthe provisions o the Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards, and ordevising and maintaining a system o internal accounting controls sucient to provide a reasonable assurance that assets

are saeguarded against loss rom unauthorised use or disposition; and transactions are properly authorised and that they arerecorded as necessary to permit the preparation o true and air prot and loss accounts and balance sheets and to maintainaccountability o assets.

Auditors Responsibility

Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit inaccordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements andplan and perorm the audit to obtain reasonable assurance about whether the nancial statements are ree rom materialmisstatement.

An audit involves perorming procedures to obtain audit evidence about the amounts and disclosures in the nancialstatements. The procedures selected depend on the auditors judgment, including the assessment o the risks o material

misstatement o the nancial statements, whether due to raud or error. In making those risk assessments, the auditorconsiders internal controls relevant to the entitys preparation o nancial statements that give a true and air view in order todesign audit procedures that are appropriate in the circumstances, but not or the purpose o expressing an opinion on theeectiveness o the entitys internal controls. An audit also includes evaluating the appropriateness o accounting policiesused and the reasonableness o accounting estimates made by management, as well as evaluating the overall presentationo the nancial statements.

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

Opinion

In our opinion, the consolidated nancial statements o the Group and the statement o nancial position o the Company areproperly drawn up in accordance with the provisions o the Act and Singapore Financial Reporting Standards so as to give a

true and air view o the state o aairs o the Group and o the Company as at 31 December 2011 and the results, changesin equity and cash fows o the Group or the year ended on that date.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiariesincorporated in Singapore o which we are the auditors have been properly kept in accordance with the provisions o theAct.

Moore Stephens LLPPublic Accountants andCertied Public Accountants

Singapore

29 March 2012

INDEPENDENTAUDITORS REPORT

TO THE MEMBERS OF RADIANCE GROUP LIMITED

(Incorporated in Singapore)


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GroupNote 2011 2010

S$000 S$000

Revenue (4) 104,712 85,218Cost o sales (87,902) (70,173)

Gross prot 16,810 15,045

Other income 742 837Distribution costs (467) (119)

Administrative expenses (8,490) (7,159)Other operating expenses (54) (149)Finance income (5) 89 139Finance costs (6) (53) (93)

Prot beore income tax (7) 8,577 8,501

Income tax (8) (3,096) (2,722)

Prot ater income tax 5,481 5,779

Other comprehensive income/(loss)

- Exchange dierences on translation o oreign subsidiaries 415 (3,642)

Total comprehensive income or the yearattributable to equity holders o the Company 5,896 2,137

Earnings per share (cents)- Basic and diluted (9) 2.08 2.19

CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

The accompanying notes orm an integral part o these nancial statements.


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Group Company Note 2011 2010 2011 2010

S$000 S$000 S$000 S$000ASSETSNon-current AssetsPlant and equipment (10) 3,635 3,337 109 177Investments in subsidiaries (11) - - 24,649 24,649Club membership 82 82 82 82

3,717 3,419 24,840 24,908

Current Assets

Due rom subsidiaries (12) - - 5,537 1,409Inventories (13) 14,180 11,369 - -Trade receivables (14) 15,684 23,007 - -Other current assets (15) 1,189 761 239 120Cash and cash equivalents (16) 26,996 29,115 287 68

58,049 64,252 6,063 1,597

Total assets 61,766 67,671 30,903 26,505

EQUITY AND LIABILITIESShare Capital and ReservesShare capital (17) 28,553 28,553 28,553 28,553

Reserves (18) 14,109 9,716 1,353 (3,241)Total equity 42,662 38,269 29,906 25,312

Current LiabilitiesTrade payables 12,455 19,317 - -Other payables (19) 5,674 5,128 698 1,132Borrowings (20) - 3,917 - -Obligations under hire purchase (21) - 53 - 53Provision or income tax 975 987 299 8

19,104 29,402 997 1,193

Total equity and liabilities 61,766 67,671 30,903 26,505

STATEMENTS OFFINANCIAL POSITION

AS AT 31 DECEMBER 2011



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NoteSharecapital

Capitalreserve

Foreigncurrency

translationreserve

Retainedprots Total

S$000 S$000 S$000 S$000 S$000GroupBalance as at 1 January 2011 28,553 4,621 (6,394) 11,489 38,269Total comprehensive income or the year - - 415 5,481 5,896Transer to capital reserve in accordance with

statutory requirements (18) - 923 - (923) -Payment o dividends (26) - - - (1,503) (1,503)

Balance as at 31 December 2011 28,553 5,544 (5,979) 14,544 42,662

Balance as at 1 January 2010 28,553 4,172 (2,752) 6,159 36,132Total comprehensive (loss)/income or the year - - (3,642) 5,779 2,137Transer to capital reserve in accordance with

statutory requirements (18) - 449 - (449) -Balance as at 31 December 2010 28,553 4,621 (6,394) 11,489 38,269

CONSOLIDATED STATEMENT OFCHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011



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GroupNote 2011 2010

S$000 S$000Cash Flows rom Operating ActivitiesProt beore income tax 8,577 8,501Adjustments or:

Depreciation o plant and equipment 1,036 1,238Loss on disposal o plant and equipment 52 70Unrealised exchange (gain)/loss (31) 128Write-back o inventory obsolescence (44) (800)Interest income (89) (139)

Interest expense 53 93

Operating cash fow beore working capital changes 9,554 9,091Changes in working capital:

Inventories (2,767) (6,430)Trade receivables 7,155 (4,056)Other current assets (428) 265Trade and other payables (6,290) 6,104

Cash generated rom operating activities 7,224 4,974Interest paid (53) (93)Income tax paid (3,196) (2,235)Prior year tax rebate received 17 31

Net cash generated rom operating activities 3,992 2,677

Cash Flows rom Investing ActivitiesInterest received 89 139Purchase o plant and equipment (1,464) (495)Proceeds rom disposal o plant and equipment 135 174

Net cash used in investing activities (1,240) (182)

Cash Flows rom Financing ActivitiesProceeds rom borrowings 4,420 3,917Repayment o borrowings (8,337) (3,745)Repayment to hire purchase creditors (53) (147)

Decrease/(Increase) in restricted cash 4,680 (4,093)Dividends paid (1,503) -

Net cash used in nancing activities (793) (4,068)

Net increase/(decrease) in cash and cash equivalents 1,959 (1,573)Cash and cash equivalents at the beginning o the year 20,667 24,833Eect o oreign exchange rate changes on the balance o cash held in

oreign currencies 602 (2,593)Cash and cash equivalents at the end o the year (16) 23,228 20,667

CONSOLIDATED STATEMENT OFCASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011



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NOTES TO THEFINANCIAL STATEMENTS31 DECEMBER 2011

These notes orm an integral part o and should be read in conjunction with the accompanying nancial statements:

1 General

Radiance Group Limited (the Company) is a public limited company incorporated and domiciled in Singapore and is

listed on the Mainboard o the Singapore Exchange Securities Trading Limited (SGX-ST). The registered address o

the Company and the principal place o business is at 8 Temasek Boulevard, #20-03 Suntec Tower Three, Singapore

038988.

The principal activity o the Company is that o an investment holding company. The principal activities o the subsidiarycompanies are set out in Note 11.

The immediate and ultimate holding company is The Pacic Trust. It was constituted on 15 July 2010 by way o a trust

deed which circumscribes, amongst others, the power to deal with its trust assets. The trustee o The Pacic Trust is

Vistra Corporate Services Limited, a company incorporated in Jersey, the United Kingdom.

The nancial statements or the nancial year ended 31 December 2011 were authorised or issue in accordance with

a resolution o the directors on the date o the Statement by Directors.

2 Proposed Acquisition

On 30 June 2011, the Company entered into a conditional sale and purchase agreement (the S&P Agreement) withthe current shareholders o GIHL (the Vendors) in relation to the proposed acquisition o the entire issued and paid-

up share capital o GIHL (the Proposed Acquisition), or a purchase consideration o US$49.0 million (the Purchase

Consideration). I undertaken and completed, this will result in the reverse take-over o the Company as dened under

Chapter 10 o the SGX-ST Listing Manual. GIHL and its subsidiaries are principally involved in the manuacture o

satellite and cable peripherals.

Pursuant to the terms o the S&P Agreement, the Purchase Consideration shall be satised by:

(i) the sum o US$18.5 million (equivalent to S$22.8 million calculated on the basis o the agreed exchange rate o

US$1 = S$1.2345 as set out in the S&P Agreement) payable in cash (the Cash Consideration) in the manner as

set out in the S&P Agreement; and

(ii) the sum o US$30.5 million (equivalent to S$37.8 million) (the Share Swap Consideration) payable in the orm

o 122,515,189 consolidated shares, to be issued and allocated to the Vendors at the issue price o S$0.3087

(computed based on a xed exchange rate o US$1 = S$1.2400 as set out in the S&P Agreement) per consideration

share, o which US$10.2 million (equivalent to S$12.6 million) rom the Share Swap Consideration, in the orm o

41,142,857 consolidated shares (the Escrow Shares), shall be deposited in escrow with an escrow agent.

The Escrow Shares shall, unless otherwise mutually agreed between the parties, be held in escrow by the

escrow agent prior to and until their release on expiry o the warranty period, being twelve (12) months rom the

completion o the Proposed Acquisition, in accordance with the terms o the Vendors warranties as set out in

the S&P Agreement. I a claim is successully brought against the Vendors during the warranty period, the claim

shall be satised by the Escrow Agent procuring the re-sale to the Company o such number o Escrow Shares

as determined pursuant to the terms o the S&P Agreement. The Escrow Shares shall be repurchased by the

Company or a nominal consideration o S$1.00 and may thereater be held in treasury. The liability o the Vendors

or any warranty claims shall not exceed the amount represented by the Escrow Shares.


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NOTES TO THEFINANCIAL STATEMENTS

31 DECEMBER 2011

2 Proposed Acquisition (contd)

The Company, in connection with the Proposed Acquisition, proposes to undertake a share consolidation o every our

(4) ordinary shares into one (1) consolidated share (the Consolidated Share), to take eect on or beore completion o

the Proposed Acquisition.

As at the date o these nancial statements, the Proposed Acquisition is still in progress.

3 Signicant Accounting Policies

(a) Basis o Preparation

The nancial statements have been prepared in accordance with the provisions o the Singapore Companies Act,

Chapter 50 and Singapore Financial Reporting Standards (FRS).

The nancial statements have been prepared under the historical cost convention except as disclosed in the

accounting policies below.

The accounting policies adopted are consistent with those o the previous nancial year except as discussed

below.

Adoption o New/Revised FRS which are eective

The ollowing are revised or amended standards which are eective and relevant to the Group as o 1 January

2011:

Eective or

accounting periods

beginning on or ater

FRS 1 (Amendment) Presentation o Financial Statements* 1 January 2011

FRS 24 (Revised) Related Party Disclosures 1 January 2011

FRS 27 (Amendment) Consolidated and Separate Financial Statements* 1 July 2010

FRS 103 (Amendment) Business Combinations* 1 July 2010

FRS 107 (Amendment) Financial Instruments: Disclosures* 1 January 2011

* Under the Improvements to FRS 2010

Except as discussed below, the adoption o the above revised or amended standards have not had any eect on

the Groups nancial statements or the nancial year ended 31 December 2011.

Revised FRS 24 - Related Party Disclosures

The revised standard claries the denition o a related party to simpliy the identication o such relationships and

to eliminate inconsistencies in its application. The revised FRS 24 expands the denition o a related party and

would treat two entities as related to each other whenever a person (or a close member o that persons amily)

or a third party has control or joint control over the entity, or has signicant infuence over the entity. The revised

standard also introduces a partial exemption o disclosure requirements or government-related entities. Theamendment has not had any impact on the related party transactions disclosure reported in the Groups nancial

statements, as set out in Note 23.


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3 Signicant Accounting Policies (contd)

(a) Basis o Preparation (contd)

Adoption o New/Revised FRS which are eective (contd)

Amendment to FRS 103 - Business Combinations

The amendment claries that the choice o measuring non-controlling interests at air value or at the proportionate

share o the acquirees net assets applies only to instruments that represent present ownership interests and

entitle their holders to a proportionate share o the net assets in the event o liquidation. All other componentso non-controlling interests are measured at air value unless another measurement basis is required by other

standards.

The amendment urther claries that contingent consideration arrangements arising rom business combinations

with acquisition dates preceding the application o FRS 103 (Revised) are to be accounted or in accordance with

the guidance in the previous version o FRS 103, at initial recognition, i.e. contingent consideration is recognised

at air value i it is deemed to be probable o payment and can be measured reliably at the date o the acquisition.

All subsequent changes in the contingent consideration are adjusted against the cost o combination. Under the

FRS 103 (Revised), at initial recognition, contingent consideration is now required to be recognised at air value

even i it is deemed not to be probable o payment at the date o the acquisition. All subsequent changes in debt

contingent consideration are recognised in prot or loss, rather than the goodwill.

Changes to the Groups accounting policy has been made as required in accordance with the above amendments(see Note 3(c)) but the amendments has not had any impact on the Groups nancial statements as there were no

business combinations with acquisition or the current nancial year to account or these amendments.

New/Revised FRS which are not yet eective

At the date o these nancial statements, the ollowing new or revised standards which have been issued and are

relevant to the Group but not yet eective:

Eective or

accounting periods

beginning on or ater

FRS 1 (Amendment) Presentation o Items o Other Comprehensive Income 1 July 2012

FRS 27 (Revised) Separate Financial Statements 1 January 2013

FRS 110 Consolidated Financial Statements 1 January 2013

The adoption o the above new or revised standards is not expected to have a signicant eect on the Groups

nancial statements on application. However, certain o these standards will require more extensive disclosures in

the nancial statements than those in the current standards.


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31 DECEMBER 2011


(b) Critical Accounting Judgements and Estimates

The preparation o nancial statements in conormity with FRS requires management to exercise its judgement

in the process o applying the Groups accounting policies, as set out within this Note 3, based on historical

experience and other actors considered to be relevant.

The preparation o nancial statements also requires the use o accounting estimates and assumptions that aect

the reported amounts o assets and liabilities and disclosure o contingent assets and liabilities at the date o

the nancial statements and the reported amounts o revenues and expenses during the nancial year. Althoughthese estimates are based on managements best knowledge o current events and actions, actual results may

ultimately dier rom those estimates.

Judgements made in applying accounting policies

In the process o applying the Groups accounting policies, the application o judgements that are expected to

have a signicant eect on the amounts recognised in the nancial statements are discussed below.

(i) Allowance or inventory obsolescence

Reviews are made periodically by management in respect o inventories or excess inventories, obsolescence

and decline in net realisable value below cost. Allowances are recorded against the inventories or any such

declines based on historical obsolescence and slow-moving experiences.

During the nancial year, the Group wrote-back an allowance o approximately S$44,000 (2010: S$800,000)

or inventory obsolescence (Note 7). The carrying amount o the Groups inventories as at 31 December

2011 was S$14,180,000 (2010: S$11,369,000) (Note 13).

(ii) Impairment o trade receivables

Management reviews trade receivables or objective evidence o impairment on a periodic basis. Signicant

nancial diculties o the debtor, the probability that the debtors will enter bankruptcy, and deault or

signicant delay in payments are considered objective evidence that a receivable is impaired. In determining

this, management makes judgements as to whether there is observable data indicating that there has been

a signicant change in the payment ability o the debtor, or whether there have been signicant adversechanges in the technology, market, economic or legal environment in which the debtor operates. Where

there is objective evidence o impairment, management judges whether an impairment loss should be

recorded against the receivable.

During the nancial year, no impairment loss was recognised or trade receivables (2010: Nil) and as at

31 December 2011, the carrying amount o the Groups allowance or impairment o trade receivables was

S$4,961,000 (2010: S$4,911,000) (Note 29(b)(ii)) and the carrying amount o the Groups trade receivables

was S$15,684,000 (2010: S$23,007,000) (Note 14).


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(b) Critical Accounting Judgements and Estimates (contd)

Key sources o estimation uncertainty

The ollowing are the key assumptions concerning the uture, and other key sources o estimation uncertainty at

the end o the nancial year that have a signicant risk o causing a material adjustment to the carrying amounts

o assets and liabilities within the next nancial year.

(i) Useul lives o plant and equipment

Plant and equipment are depreciated on a straight-line basis over their estimated useul lives. Management

estimates the useul lives o these plant and equipment to be within 2 to 10 years. The carrying amount o

the Groups plant and equipment as at 31 December 2011 was S$3,635,000 (2010: S$3,337,000). Changes

in the expected level o usage and technological developments could impact the economic useul lives

and the residual value o these plant and equipment, which management assesses annually and i the

expectation diers rom the original estimate, such dierence will impact the depreciation in the period in

which such an estimate has been changed.

I depreciation on plant and equipment increases/decreases by 10% rom managements estimate, the

Groups prot or the year will decrease/increase by approximately S$104,000 (2010: S$124,000).

(c) Group Accounting

Consolidation

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the nancial

and operating policies so as to obtain benets rom its activities, generally accompanied by a shareholding

giving rise to a majority o the voting rights. The existence and eect o potential voting rights that are currently

exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries

are consolidated rom the date on which control is transerred to the Group.

In preparing the consolidated nancial statements, transactions, balances and unrealised gains on transactions

between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment

indicator o the asset transerred. Accounting policies o subsidiaries have been changed where necessary toensure consistency with the policies adopted by the Group.

Subsidiaries are consolidated rom the date o acquisition, being the date on which the Group obtains control, and

continue to be consolidated until the date that such control ceases.

Acquisition o businesses

The acquisition method o accounting is used to account or business combinations by the Group.

The consideration transerred or the acquisition o a subsidiary comprises the air value o the assets transerred,

the liabilities incurred and the equity interests issued by the Group. The consideration transerred also includes

the air value o any contingent consideration arrangement and the air value o any pre-existing equity interest in

the subsidiary.


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31 DECEMBER 2011


(c) Group Accounting (contd)

Acquisition o businesses (contd)

Identiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with

limited exceptions, measured initially at their air values at the acquisition date.

Any contingent consideration payable is recognised at air value at the acquisition date. I the contingent

consideration is classied as equity in the consolidated statement o nancial position, it is not remeasured andsettlement is accounted or within equity. Otherwise, subsequent changes to the air value o the contingent

consideration are recognised in prot or loss.

Acquisition-related costs are expensed as incurred.

For non-controlling interests that are present ownership interests and entitle their holders to a proportionate share

o the acquirees net assets in the event o liquidation, the Group elects on a transaction-by-transaction basis

whether to measure them at air value, or at the non-controlling interests proportionate share o the recognised

amounts o the acquirees identiable net assets, at the acquisition date. All other non-controlling interests are

measured at acquisition-date air value or, when applicable, on the basis specied in other standards.

Any excess o the sum o the air value o the consideration transerred in the business combinations, the amount

o non-controlling interest in the acquiree (i any), and the air value o the Groups previously held equity interestin the acquiree (i any), over the net air value o the acquirees identiable assets and liabilities is recorded as

goodwill on the consolidated statement o nancial position. In instances where the latter amount exceeds the

ormer, the excess is recognised as a gain on bargain purchase in prot or loss on the acquisition date.

Disposals o subsidiaries or businesses

When a change in the Companys ownership interest in a subsidiary results in a loss o control over the subsidiary,

the assets and liabilities o the subsidiary including any goodwill are derecognised. Amounts recognised in other

comprehensive income in respect o that entity are also reclassied to prot or loss or transerred directly to

retained earnings within equity i required by a specic standard.

Any retained interest in the entity is remeasured at air value. The dierence between the carrying amount o theretained investment at the date when control is lost and its air value is recognised in prot or loss.

(d) Functional and Foreign Currencies

Functional and Presentation Currency

The individual nancial statements o each group entity are presented in the currency o the primary economic

environment in which the entity operates (its unctional currency). For the purpose o the consolidated nancial

statements, the results and nancial position o each group entity are expressed in Singapore Dollar (S$), which

is the unctional currency o the Company and the presentation currencyor the consolidated nancial statements.

All values are rounded to the nearest thousand (S$000) except when otherwise indicated.


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(d) Functional and Foreign Currencies (contd)

Transactions and balances

In preparing the nancial statements o the individual group entities, transactions in currencies other than the

entitys unctional currency (oreign currencies) are recognised at the rates o exchange prevailing at the dates

o the transactions. At the end o each reporting period, monetary items denominated in oreign currencies are

retranslated at the rates prevailing at that date.

Currency translation dierences resulting rom the settlement o such transactions and rom the translation o

monetary assets and liabilities denominated in oreign currencies at the closing rates at the reporting date are

recognised in prot or loss, unless they arise rom borrowings in oreign currencies and other currency instruments

designated and qualiying as net investment hedges and net investment in oreign operations. Those currency

translation dierences are recognised in the currency translation reserve in equity and transerred to prot or loss

as part o the gain or loss on disposal o the oreign operation.

Non-monetary items carried at air value that are denominated in oreign currencies are retranslated at the rates

prevailing at the date when the air value was determined. Non-monetary items that are measured in terms o

historical cost in a oreign currency are not retranslated.

Translation o group entities fnancial statements

The results and nancial position o all the group entities that have a unctional currency dierent rom the

presentation currency are translated into the presentation currency as ol lows:

- assets and liabilities are translated at the closing exchange rates at the reporting date;

- income and expenses are translated at average exchange rates (unless the average is not a reasonable

approximation o the cumulative eect o the rates prevailing on the transaction dates, in which case income

and expenses are translated using the exchange rates at the dates o the transactions); and

- all resulting currency translation dierences are recognised in the currency translation reserve.

On the disposal o a oreign operation, all o the accumulated currency translation dierences in respect o thatoperation attributable to the Group are reclassied to prot or loss. Any currency translation dierences that have

previously been attributed to non-controlling interests are derecognised, but they are not reclassied to prot or

loss.

In the case o a partial disposal (i.e. no loss o control) o a subsidiary that includes a oreign operation, the

proportionate share o accumulated currency translation dierences are re-attributed to non-controlling interests

and are not recognised in prot or loss.


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31 DECEMBER 2011


(e) Plant and Equipment

All items o plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment

losses.

Subsequent expenditure related to plant and equipment that has already been recognised is added to the carrying

amount o the asset only when it is probable that uture economic benets associated with the item will fow to

the Group and the cost o the item can be measured reliably. All other repairs and maintenance expenses are

recognised in prot or loss when incurred.

Depreciation is calculated on the straight-line basis to write o the cost o plant and equipment over the estimated

useul lives o the assets as ollows:

Machinery and equipment - 3 to 10 years

Furniture, ttings and equipment - 3 to 10 years

Motor vehicles - 5 to 10 years

Renovations - 2 to 5 years

Assets held under nance leases are depreciated over their expected useul lives on the same basis as owned

assets or, where shorter, the term o the relevant lease.

The carrying amounts o plant and equipment are reviewed or impairment when events or changes in circumstancesindicate that the carrying amounts may not be recoverable.

The residual value, useul lie and depreciation method are reviewed annually to ensure that the method and

period o depreciation are consistent with previous estimates and the expected pattern o consumption o the

uture economic benets embodied in the items o plant and equipment.

Plant and equipment is derecognised upon disposal or when no uture economic benets are expected rom its

use or disposal. Any gain or loss arising on derecognition o the plant and equipment is included in prot or loss

in the year the plant and equipment is derecognised.

() Investments in Subsidiaries

In the Companys separate nancial statements, investments in subsidiaries are accounted or at cost less any

impairment losses. An assessment o investments in subsidiaries is perormed when there is an indication that the

investments may have been impaired.

On disposal o investments in subsidiaries, the dierence between the net disposal proceeds and the carrying

amount o the investment is recognised in prot or loss.

(g) Club Membership

Acquired club membership is shown at historical cost. The club membership is assessed as having an indenite

lie as the contract is open ended and there is no oreseeable limit to the period over which the membership is

expected to generate cash to the Group. The club membership is tested or impairment annually and carried at

cost less accumulated impairment losses.


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(h) Impairment o Non-nancial Assets

Non-nancial assets are tested or impairment whenever there is any objective evidence or indication that these

assets may be impaired.

At the end o each reporting period, the Group reviews the carrying amounts o its non-nancial assets to determine

whether there is any indication that those assets have suered an impairment loss. I any such indication exists,

the recoverable amount o the asset is estimated in order to determine the extent o the impairment loss (i any),

on an individual asset.

Where it is not possible to estimate the recoverable amount o an individual asset, the Group estimates the

recoverable amount o the cash-generating unit to which the asset belongs. Where a reasonable and consistent

basis o allocation can be identied, corporate assets are also allocated to individual cash-generating units, or

otherwise they are allocated to the smallest group o cash-generating units or which a reasonable and consistent

allocation basis can be identied.

Recoverable amount is the higher o air value less costs to sell and value in use. In assessing value in use, the

estimated uture cash fows are discounted to their present value using a pre-tax discount rate that refects current

market assessments o the time value o money and the risks specic to the asset or which the estimates o uture

cash fows have not been adjusted.

I the recoverable amount o an asset (or cash-generating unit) is estimated to be less than its carrying amount,the carrying amount o the asset (or cash-generating unit) is reduced to its recoverable amount. The dierence

between the carrying amount and recoverable amount is rec

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