on q group limited · 2015. 4. 30. · on q group limited 2 9. net tangible assets per security 30...

ON Q GROUP LIMITED APPENDIX 4E

FOR THE YEAR ENDED 30 JUNE 2011

The following information is given to ASX under listing rule 4.3A.

1. Reporting period

Current Period

Prior Period

12 months ended 30 June 2011

12 months ended 30 June 2010

2. Results for announcement to the market

$ % Change $

2.1 Revenue from ordinary activities N/A - to N/A

2.2 Profit after tax attributable to members N/A - to N/A

2.3 Net Profit attributable to members N/A - to N/A

2.4 Dividend

N/A

2.5 Record date for determining entitlements to the dividends

N/A

2.6 Explanatory information

Refer accompanying annual report

3. Statement of Profit or Loss and Other Comprehensive Income


4. Statement of Financial Position


5. Statement of Cash Flow


6. Dividends Paid or Recommended

N/A

7. Details of any Dividend or distribution reinvestment plans

N/A

8. Statement of movements in Retained Earnings

Refer statement of changes in equity in the accompanying annual report

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9. Net tangible assets per security

30 June 2011 30 June 2010

Number of securities 73,950,146 73,950,146

Net tangible assets per security in cents N/A N/A

10. Changes in controlled entities

N/A

11. Details of associates and joint venture entities

N/A

12. Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position


13. Foreign entities disclosures

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

14. Additional information

14.1 Earnings per Share 30 June 2011 30 June 2010

Basic earnings per share in cents N/A N/A

Diluted earnings per share in cents N/A N/A

14.2 Returns to Shareholders

N/A

14.3 Significant features of operating performance


14.4 Results of segments


14.5 Trends in performance


14.6 Subsequent events


15. Compliance Statement

The financial statements have been audited.

16. If the accounts are subject to audit dispute or qualification, details are described below

Due to the matters described in the Basis of Disclaimer of opinion paragraphs of the Independent Auditor’s Report, the auditors do not express an opinion on the financial report as they have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

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ON Q Group Limited ACN 009 104 330

2011 ANNUAL REPORT

For the year ended 30 June 2011

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DIRECTORS REPORT

Your directors present their report on the consolidated group for the financial year ended 30 June 2011.

The directors present their report, together with the financial statements, on the consolidated entity (referred to

hereafter as the 'consolidated entity') consisting of ON Q Group Limited (referred to hereafter as the 'company' or

'parent entity') and the entities it controlled for the year ended 30 June 2011.

Directors

The following persons were directors of ON Q Group Limited during the whole of the financial year and up to the

date of this report, unless otherwise stated:

Current directors

Khoo Gee Choo, Jamie (appointed 3 September 2014)

Ms Khoo has a Master of Business Studies and is a member of the Institute of Singapore Chartered Accountants.

Ms Khoo has over 20 years experience in accounting and corporate finance and extensive experience in company

funding, investment evaluation, due diligence and structuring. Ms Khoo is also director of ASX listed Refresh Group

Ltd, Lionhub Group Ltd and MDS Financial Group Ltd.

Ko Chun Way, Wayne (appointed 3 September 2014)

Mr Ko has a Bachelor of Commerce and a Master of Business Administration. He is a member of CPA Australia and

Hong Kong Institute of Certified Public Accountants. He has been involved in a number of assignments including

initial public offerings, merger and acquisition and audit in various industries, including manufacturing,

construction strategic investment, entertainment, energy and resources, media and others. Mr Ko has no

directorship on other listed companies.

Chow-Yee Koh (appointed 3 September 2014)

Mr Koh has a Bachelor of Commerce and is a fellowship member of the Association of Chartered Certified

Accountants (UK). Mr Koh has over 17 years experience in accounting, auditing and corporate finance. Mr Koh is

also the company’s joint company secretary and is a company secretary of ASX listed Sunbridge Group Limited. Mr

Koh has no directorship on other listed companies.

Previous directors

Ian Christiansen (removed 3 September 2014)

Mr Christiansen began business as a retailer in 1984 and co-founded ON Q Group Ltd in 1989. He was the General

Manager of ON Q Group Ltd through its formative years. Ian has developed the internal management team and

systems to support the rapid growth of Bill Express. Ian is also a foundation member of Software Engineering

Australia.

Julian Little (removed 3 September 2014)

From 1991 Mr Little operated his own company as the NSW agent for ON Q Group Ltd before merging with ON Q

Group Ltd in 1998. He has been instrumental in the execution of the strategies and commercialisation of the

products within DialTime and Bill Express.

Principal activities

No activities have taken place as the company was placed into voluntary administration on 28 July 2008 and

subsequently placed into liquidation on 23 December 2008.

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Review of Operations

The company was placed into voluntary administration on 28 July 2008 and subsequently placed into liquidation

on 23 December 2008. The Company’s shares were suspended from trading on the ASX since 5 May 2008.

Information on accounting records for the year ended 30 June 2011 and 2010 are not available (“n/a”). See note

1(b) in the Notes to the Financial Statements.

Significant changes in state of affairs

No significant changes in the consolidated entity’s state of affairs occurred during the financial year.

Events subsequent to the end of the reporting date

Refer to Note 2 of the financial report for details of significant events after the reporting date.

Future development, prospects and business strategies

The Company entered into a conditional Sale and Purchase agreement to acquire a Singapore biotechnology

company which focuses on using stem cell technology to grow and extract plant essence on 22 December 2014.

Environmental issues

The consolidated entity is not regulated by any significant environmental regulations under a law of the

Commonwealth or of a state or territory of Australia.

Dividends paid, recommended or declared

No dividends were paid or declared since the start of the financial year. No recommendation for payment of

dividends has been made.

Meetings of directors

Information on meeting of directors for the year ended 30 June 2011 is not available.

Indemnifying directors, officers or auditor

No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any

person who is or has been a director, officer or auditor of the consolidated entity.

Proceedings on behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any

proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for

all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

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Remuneration Report (Audited)

This report outlines the remuneration arrangement in place for directors and key management personnel of ON Q

Group Limited. As detailed above, all directors as at 30 June 2011 have resigned and a new board have been

appointed.

Principles of compensation

The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors

and senior executives. The Board assesses the appropriateness of the nature and amount of emoluments of such

officers on a periodic basis by reference to relevant employment market conditions, with the overall objective of

ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.

Remuneration of directors and executives is referred to as compensation as defined in AASB 124.

Compensation levels for key management personnel and the secretary of the Company and relevant key

management personnel of the consolidated entity are competitively set to attract and retain appropriately

qualified and experienced directors and executives. The Remuneration Committee obtains independent advice on

the appropriateness of compensation packages of both the Company and consolidated group given trends in

comparative companies and the objectives of the Company’s compensation strategy.

The compensation structures explained below are designed to attract suitably qualified candidates, reward the

achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The

compensation structures take into account:

· the capability and experience of the key management personnel;

· the key management personnel’s ability to control the relevant segments’ performance;

· the consolidated entity’s performance including:

o the consolidated entity’s earnings;

o the growth in share price and delivering constant returns on shareholder wealth; and

o The amount of incentives within each key management person’s compensation.

Compensation packages include a mix of fixed and variable compensation and short- and long-term performance-

based incentives.

In addition to their salaries, the consolidated entity also provides non-cash benefits to its key management

personnel, and contributes to post-employment superannuation plans on their behalf.

Fixed remuneration

Fixed compensation consists of base compensation (which is calculated on a total cost basis and includes any FBT

charges related to employee benefits including motor vehicles), as well as employer contributions to

superannuation funds.

Compensation levels are reviewed annually through a process that considers individual, segment and overall

performance of the consolidated entity. In addition external consultants provide analysis and advice to ensure the

directors’ and senior executives’ compensation is competitive in the market place. A senior executive’s

compensation is also reviewed on promotion.

Performance-linked remuneration

Performance-linked compensation includes both short-term and long-term incentives and is designed to reward

key management personnel for meeting or exceeding their financial and personal objectives. The short-term

incentive (STI) is an “at risk” bonus provided in the form of cash, while the long-term incentive (LTI) is provided as

options over ordinary shares of Bill Express Limited under the rules of the Employee Share Option Plan.

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Long-term incentive

Options are issued under the Employee Share Option Plan and it provides for key management personnel to

receive options over ordinary shares for no consideration.

The ability to exercise the options is conditional on the consolidated entity achieving certain performance hurdles.

The performance hurdles comprise the consolidated company reaching and exceeding its budgeted profit forecast.

Short-term incentive bonus

Each year KPI’s (key performance indicators) for the key management personnel are set. The KPI's generally

include measures relating to the consolidated entity, the relevant segment and the individual, and include

financial, people, customer and strategy and risk measures. The measures are chosen as they directly align the

individual's reward to the KPI's of the consolidated entity and to its strategy and performance.

The financial performance objectives are “profit after tax” and “return on capital employed” compared to

budgeted amounts. The non-financial objectives vary with position and responsibility and include measures such

as achieving strategic outcomes, customer satisfaction and staff development.

Directors Remuneration

Information on remuneration of directors and key management personnel for the year ended 30 June 2011 and

2010 are not available (See note 1(b) in the Notes to the Financial Statements).

End of remuneration report

Auditor’s Independence Declaration

The lead auditor’s independence declaration for the year ended 30 June 2011 has been received and can be found

on page 5 of the Annual Report.

This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of

the Board of Directors.

Signed by

_____________________

Khoo Gee Choo, Jamie

Director

Dated: 30 April 2015

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AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the consolidated financial report of On Q Group Limited for the year ended 30 June 2011 I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) any applicable code of professional conduct in relation to the audit. This declaration is in respect of On Q Group Limited and the entities it controlled during the year. Sydney, NSW M D Muller 30 April 2015 Director

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CORPORATE GOVERNANCE STATEMENT

Background

The board of directors is responsible for the corporate governance of ON Q Group Limited (the Company) and its

controlled entities (the Group). The Group operates in accordance with the corporate governance principles as set

out by the ASX corporate governance council and required under ASX listing rules.

The Board guides and monitors the business and affairs of the Group on behalf of the shareholders by whom they

are elected and to whom they are accountable.

The ON Q Group Limited’s Corporate Governance Statement on the governance practices adopted by the

Company is structured with reference to the ASX Corporate Governance Council‘s Principles and

Recommendations. The practices are summarised below.

The Board is committed to improving its corporate governance practices and embracing the principles put out by

the ASX Corporate Governance Council, however the Board is of a view that the adoption of the practices and

principles should be in line with the growth in size, changes in the nature and increase in complexity of the

Company‘s business.

The Board aims to achieve all of the Best Practice Recommendations in stages as the Company grows and its

circumstances change over time. As reported in the current years’ annual report, the Company has been

concentrating on its efforts to restore the financial position of the Company and does not have sufficient resources

to adopt and improve its corporate governance practices at present.

A number of the principles previously adopted by the Company were not consistently adhered to during the period

from July 2008 to November 2014, of which the Company was placed in voluntary administration, and

subsequently in liquidation (“Administration”). The Company has been suspended from quotation from the ASX

since May 2008.

It is the new Board‘s intention to apply all principals previously adopted on the resumption of quotation on the

ASX and achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances

change over time.

Principle 1: Lay solid foundations for management and oversight

For the reasons outlined above, this principle previously adopted by the Company was not consistently adhered to

when the Company was in Administration.

On resumption of quotation of securities on the ASX, it is Board’s intention to ensure the Company is structured

such that there are clearly defined roles, segregation of duties and responsibilities and approved levels of authority

between the management and the governance of the Company. The Board will set the overall corporate

governance policy for the Company including determining the strategic direction, establishing policies and goals

for management and monitoring the achievement of them. The Board will delegate responsibility for the day to

day management of the Company to the Chief Executive Officer and the senior executive team.

The key responsibilities of the Board will include:

• Setting the long-term strategy and annual business plan including objectives and milestones to be

achieved;

• Evaluating capital, cash and operating risk budgets and making appropriate recommendations on an

annual basis;

• Reviewing and approving the Company's financial, strategic and operational goals and assessing key

business developments as formulated by management in line with the objectives and goals set by the

Board;

• Monitoring the performance of the Company against the financial objectives and operational goals set by

the Board and reviewing the implementation of Board approved strategies;

• Assessing the appropriateness of the skill sets and the levels of experience of the members of the Board,

individually and as a whole and selecting new members to join the Board when a vacancy exists;

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• Appointing, removing and determining the terms of engagement of the Directors, Chief Executive Officer

and Company Secretary;

• Overseeing the delegation of authority for the day to day management of the Company;

• Ensuring that the risk management systems, financial reporting and information systems, personnel,

policies and procedures are all operating efficiently and effectively by establishing a framework of internal

controls and compliance;

• Reviewing major contracts, goods or services on credit terms‘ acceptance of counter-party risks and

issuing guarantees on behalf of the Company;

• Approving the capital structure and major funding requirements of the Company;

• Making recommendations as to the terms of engagement, independence and the appointment and

removal of the external auditors;

• Setting the Code of Conduct for the Company and ensuring that appropriate standards of corporate

governance and ethics are effectively communicated throughout the Company and complied with;

• Reviewing the adherence by each director to the Director’s Code of Ethics;

• Establishing policies to ensure that the Company complies with the ASX Continuous Disclosure Policy;

• Approving the Company's half year and full year reports to the shareholders, ASX and ASlC; and

• Ensuring that recruitment, retention, termination, remuneration, performance review and succession

planning policies and procedures are in place and complied with.

Principle 2: Structure the Board to add value



The Board is presently structured to maximise value to the Company and the shareholders. The Board is of a size

and composition that is conducive to making decisions expediently, with the benefit of a variety of perspectives,

experiences and skills.

Board composition

The Board is composed of three directors. The skills, experience and expertise relevant to the position of Director

held of each Director in office at the date of the annual report are included in the Director’s Report.

The names of the members of the Board as at the date of this report are as follows:

Gee-Choo Khoo, Jamie – Non-executive chairman

Chun-Way Ko, Wayne – Independent non-executive director

Chow-Yee Koh – Independent non-executive director

It is noted that the Company's board composition is not in keeping with the commentary and guidance to Best

Practice Recommendations 2.2.

The Board is of the opinion that the current stage of uncertainty in relation to the future operations of the

Company requires the Company to have a chairman, which has more of a hands-on and technical experience in

order to stabilise the Company.

However, the Board is committed to follow the guidance to Best Practice Recommendations 2.2 by appointing

independent directors as chairman once the future direction of the Company is resolved.

The Board has determined that there are sufficient appropriate alternative governance measures in place to

ensure that non-compliance with the recommendations does not give rise to undue risk or other material concerns

relating to the management and oversight of the Company.

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Term of office

The members of the Board are elected by the shareholders to ensure that the Board has the appropriate mix of

expertise and experience.

In accordance with the Corporations Act 2001, if a person is appointed as Director during the year, the Company

must confirm appointment by resolution at the Company's next Annual General Meeting.

One-third of the Board retires and makes themselves available for re-election at the following AGM, with the

exception of the Chief Executive Officer. No Director, with the exception of the Chief Executive Officer, is allowed

to retain office for more than 3 years without submitting himself or herself for re-election.

When a vacancy exists on the Board, the Board appoints the most suitable candidate from a panel of candidates,

who then must stand for election at the next Annual General Meeting if he or she wishes to continue as a member

of the Board in the following year.

Personal interests & conflicts

Directors must not take advantage of their position as Directors and must not allow their personal interests, or the

interests of any associated person to interfere or exert undue influence on their conduct or decisions as a Director.

Directors also have a duty to avoid conflicts of interest between the best interests of the Company and their own

personal or commercial interests. Conflicts of interest can be either actual or potential. If a conflict of interest

arises, Directors must disclose their interests to the Board immediately. The Directors concerned must not be

present at the meeting while the matter is being considered and must not be allowed to vote on the matter either.

Independent professional advice

There are procedures in place, agreed by the Board, to enable directors in furtherance of their duties to seek

independent professional advice at the Company's expense.

Board Standing Committees

Due to the size of the Company and present uncertainties the Board has decided not to formally establish a

Nomination Committee.

Although the Board established an Audit and Risk Management Committee, at the date of this report, the

Company has not appointed any member to the Committee and as such, the responsibilities and duties of this

Committee were taken up by the Board during the year. The small size and the hands on approach of the Board

enable it to handle particular issues relevant to verifying and safeguarding the integrity of the Company's financial

reporting with the same efficiency as an Audit and Risk Management Committee.

Consequently, the Company does not comply with Best Practice Recommendations. However the Board will keep

this position under review.

Summary

In summary, the Company does not meet the requirements of Principle 2 of the Corporate Governance Guidelines

in that:

• The Chairperson is not an independent Director.

As explained throughout this section, the Board feels that at the present time each of the recommendations is not

cost effective for adoption in a small public company such as ON Q Group Limited. However, the Board will

constantly monitor and review the situation.

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Principle 3: Promote ethical and responsible decision-making and recognise the legitimate interests of

stakeholders



Code of Conduct & Ethics

The Company had a Code of Conduct, which sets the standards in accordance with which each director, manager

and employee of the Company is expected to act. The code is communicated to all levels of the Company and

deals with areas such as professional conduct, customers/consumers, suppliers, advisers/regulators, competitors,

the community and the employees.

In addition to the Code of Conduct, the Company also had a Directors' Code of Ethics, which sets out particular

issues relevant to directors' obligations to the Company.

Share trading policy

The constitution permits directors, senior executives and other officers of the Company to trade in Company

shares as long as they comply with the Company's Share Trading Policy. The Share Trading Policy is a code that is

designed to minimise the potential for insider trading.

Directors must notify the Chairman of the Board, before they buy or sell shares in the Company. If the Chairman of

the Board intends to trade in the Company shares, the Chairman of the Board must give prior notice to the

Chairman of the Audit & Risk Management Committee. The details of the share trading must be given to the

Company Secretary who must lodge such details of such changes in with the ASX.

Senior executives must give prior notice to the Chief Executive Officer, while other officers must notify the

Company Secretary, before trading in the Company shares and details of all such transactions must be given, in

writing, to the Company Secretary within 7 business days.

Any changes in substantial shareholding of the Directors, senior executives or other officers must be reported to

the ASX within 2 business days of such trading. The policy also recommends that trading in the Company shares

only occur in the following trading windows:

• 30 days after the announcement of the Company's half year results; and

• 30 days after the announcement of the Company’s full year results.

Principle 4: Safeguard integrity in financial reporting



It is the Board’s responsibility to ensure an effective internal control framework exists within the entity. This

includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the

safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information as

well as non-financial considerations such as benchmarking of operational key performance indicators.

Executive Certification

Historically the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to and have

provided assurance to the Board stating that the financial statements and reports of the Company:

• Present a true and fair view, in all material respects, of the operating results and financial condition in

accordance with the Australian Accounting Standards, Australian Accounting lnterpretations, other

authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act

2001;

• Are founded on a system of risk management and internal compliance and control, and these are

operating efficiently and effectively in all material aspects.

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However, as stated above, the principles previously adopted by the Company were not adhered to when the

Company was in Administration - including the requirement to obtain assurance from the CEO and the CFO that

the financial statements present a true and fair view, in accordance with the Australian Accounting Standards and

are founded on a system of risk management and internal compliance and control. It is the Board’s intention to

apply all principles previously adopted on the resumption of quotation on the ASX — including the requirement to

obtain assurances from the CEO and the CFO in relation to the financial statements, systems of risk management

and internal controls — in stages as the Company grows and its circumstances change over time.

Audit & Risk Management Committee - audit responsibilities

Although the Board established an Audit and Risk Management Committee, at the date of this report, the

Company has not appointed any member to the Committee and as such, the responsibilities and duties of this

Committee were taken up by the Board during the year. The Board believes a separate audit committee in a

company of this size with the absence of independent Directors would be of little value. The small size of the

company and the hands on approach of the Board enable it to handle particular issues relevant to verifying and

safeguarding the integrity of the Company’s financial reporting with the same efficiency as an audit committee.

The Board is committed to following the Best Practice Recommendation 4.3, and will establish an independent

Audit & Risk Management Committee once the Company increases in size.

Principle 5: Make timely and balanced disclosure

Historically, the Company's market disclosure policy is to ensure that shareholders and the market are fully

informed of the Company's strategy performance and details of any information or events that could be material

to the value of the Company’s securities. The Company is committed to ensuring that all information that may

have a material impact on the Company's share value is disclosed to the market in a timely and balanced manner.

The Chief Executive Officer and the Company Secretary, in consultation with the Board, are responsible, for the

review, authorisation and disclosure of information to the ASX and for overseeing and coordinating information

disclosures to the ASX, shareholders, brokers, analysts, the media and the public.

The Company ensures that it also complies with the requirements of the Listing Rules of the Australian Stock

Exchange ("ASX") and the Corporations Act in providing information to shareholders through:

• The half-yearly report to the ASX;

• The annual Report which is distributed to the ASX and to shareholders prior to the AGM;

• The AGM and other meetings called to obtain approval from shareholders where appropriate;

• Ad-hoc releases to the ASX as required under the ASX Listing Rules.



It is the Board’s intention to apply all principles previously adopted in a timely manner on the resumption of

quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the Company grows and

its circumstances change over time.

Principle 6: Respect the rights of shareholders Communication to shareholders

The Company recognises the rights of its shareholders and other interested stakeholders to have easy access to

balanced, understandable and timely information concerning the operations of the Group. The Chief Executive

Officer and the Company Secretary are primarily responsible of ensuring communications with shareholders are

delivered in accordance with this strategy and with our policy of continuous disclosure.

The Company strives to communicate with shareholders and other stakeholders in a regular manner as outlined in

Principle 5 of this statement. However as stated above, in the period from July 2008 to November 2014 the

Company did not communicate with shareholders and other stakeholders in a timely manner.

The Board encourages participation of shareholders at the Annual General Meeting or any other shareholder

meetings to ensure a high level of accountability and identification with the Company's strategy and goals.

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Shareholders are requested to vote on the appointment and aggregate remuneration of Directors, the granting of

options and shares to Directors, issue of shares and changes to the constitution.

Annual General Meeting

Historically, the Board encourages full participation of shareholders at the Annual General Meeting to ensure a

high level of accountability and identification with the Company's strategy and goals. The Board has also requested

representatives from HLB Mann Judd, the Company's external auditor, to be present at the Annual General

Meeting to answer questions that shareholders might have about the scope and conduct of the audit, the

preparation and content of the auditor's report, the accounting policies adopted by the Company and the

independence of the auditor.

It is the Board’s intention to apply all principles previously adopted on the resumption of quotation on the ASX and

implement all of the Best Practice Recommendations in stages as the Company grows and its circumstances

change.

Principle 7: Recognise and manage risk

Risk management responsibilities

The Company's risk management framework is designed to identify, assess, monitor and manage material business

risks, both financial and non-financial, to minimise their impact on the achievement of organisational goals.

As no member has been appointed to the Audit & Risk Management Committee, the Board is responsible for

reviewing and ratifying the system of risk management, internal compliance and control, codes of conduct and

legal compliance.

Historically, the Board delegates to the Chief Executive Officer and the Chief Financial Officer the responsibilities

for the establishment, implementation and maintenance of the system of risk management including measures of

its effectiveness.

In the period when the Company was under Administration, the Board did not receive a report from management

as required under section 295A of the Corporation Act that the Company's risk management framework is

effective for the Company's purpose.


when the Company was in Administration. It is the Board’s intention to apply all principles previously adopted on

the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the

Company grows and its circumstances change over time.

Principle 8: Remunerate fairly and responsibly

Remuneration responsibilities

The Company’s remuneration policy is disclosed in the Director’s Report. The policy has been set out to ensure

that the performance of Directors, key executives and staff reflect each person’s accountabilities, duties and their

level of performance, and to ensure that remuneration is competitive in attracting, motivating and retaining staff

of the highest quality. A program of regular performance appraisals and objective setting for key executives and

staff is in place. These annual reviews take into account individual and company performance, market movements

and expert advice. The Board determines any changes to the remuneration of key executives on an annual basis.

Due to the size of the Board of Directors the Company does not have a remuneration committee.

The Board determines and reviews compensation arrangements for the Directors and the executive team.

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Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year ended 30 June 2011

2011

$

2010

$

Revenue N/A N/A

Expenses N/A N/A

Profit/(Loss) before income tax expense N/A N/A

Income tax expense N/A N/A

Profit/(Loss) for the year N/A N/A

Other comprehensive income N/A N/A

Total comprehensive income for the year N/A N/A

Earnings per share

Basic (cents per share) N/A N/A

Diluted (cents per share) N/A N/A

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction

with the accompanying notes.

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Consolidated Statement of Financial Position as at 30 June 2011

Note 2011

$

2010

$

ASSETS

CURRENT ASSETS N/A N/A

NON-CURRENT ASSETS N/A N/A

TOTAL ASSETS N/A N/A

LIABILITIES

CURRENT LIABILITIES N/A N/A

NON-CURRENT LIABILITIES N/A N/A

TOTAL LIABILTIES N/A N/A

NET ASSETS N/A N/A

EQUITY

Issued capital 3 24,147,000 24,147,000

Retained profit N/A N/A

TOTAL EQUITY N/A N/A

The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

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Consolidated Statement of Changes in Equity for the year ended 30 June 2011

Issued

Capital

Retained

Earnings Total

$ $ $

Balance at 1 July 2009 24,147,000 N/A N/A

Total comprehensive income - N/A N/A

Balance at 30 June 2010 and 1 July 2010 24,147,000 N/A N/A

Total comprehensive income - N/A N/A

Balance at 30 June 2011 24,147,000 N/A N/A

The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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Consolidated Statement of Cash Flows for the year ended 30 June 2011

2011

$

2010

$

CASH FLOWS RELATING TO OPERATING ACTIVITIES N/A N/A

CASH FLOWS RELATING TO INVESTING ACTIVITIES N/A N/A

CASH FLOWS RELATING TO FINANCING ACTIVITIES N/A N/A

Net (decrease)/increase in cash and cash equivalent N/A N/A

Cash and cash equivalent at beginning of financial year N/A N/A

Cash and cash equivalent at end of financial year N/A N/A

The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

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Notes to the Financial Statements for the Financial Year Ended 30 June 2011

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ON Q Group Limited (the “Company”) is a company domiciled in Australia. The consolidated financial report of the

Company for the financial year ended 30 June 2011 comprises the Company and its subsidiaries (together referred

to as the ‘consolidated entity’) and the consolidated entity’s interest in associates and jointly controlled entities.

(a) Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with Australian

Accounting Standards (‘AASBs’) (including Australian Accounting Interpretations) adopted by the Australian

Accounting Standards Board (‘AASB’) and the Corporations Act 2001. International Financial Reporting Standards

(‘IFRSs’) form the basis of Australian Accounting Standards (‘AASBs’) adopted by the AASB, and for the purpose of

this report are called Australian equivalents to IFRS (‘AIFRS’) to distinguish from previous Australian GAAP. The

financial report of the consolidated entity complies with IFRSs and interpretations adopted by the International

Accounting Standards Board.

(b) Maintenance of accounting records

The company was placed into voluntary administration on 28 July 2008 and subsequently placed into liquidation

on 23 December 2008. A Deed of Company Arrangement (DOCA) was entered into on 12 March 2014. The

Company was released from DOCA on 27 November 2014.

The current directors were all appointed in 3 September 2014 and have since arranged the statutory financial

statements to be prepared and brought up to date for the purposes of satisfying the company’s’ reporting

requirements. The current directors have prepared the financial report based on available information provided to

them following their appointment. The current Directors have not been able to locate the records pertaining to the

period prior to their appointment. Given voluntarily administration of the Company there is only limited

information available to support the transactions and account balances of the current period to prepare accounts.

The available information included, but is not limited to, the following:

• The June 2007 financial report

• The December 2007 half year interim financial report

• ASX announcements during the financial period and up to the date of this report

Given the circumstances and the Company's current position, the statutory accounts have been prepared on

limited available information. Where insufficient information is available for disclosure this is noted in the financial

statements and notes as “N/A” (not available).

(c) Basis of Presentation

The financial report is presented in Australian dollars, which is the Company’s functional currency.

The financial report has been prepared on an accruals basis and is based on historical cost convention except for

certain assets and liabilities which are stated at fair value as described in the accounting policies.

The preparation of a financial report in conformity with Australian Accounting Standards requires management to

make judgements, estimates and assumptions that affect the application of policies and reported amounts of

assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical

experience and various other factors that are believed to be reasonable under the circumstances, the results of

which form the basis of making the judgements about carrying values of assets and liabilities that are not readily

apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised if the revision affects only that period or in the period

of the revision and future periods if the revision affects both current and future periods.

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The accounting policies set out below have been applied consistently to all periods presented in these

consolidated financial statements. The accounting policies have been applied consistently by all entities in the

consolidated entity.

(d) Principles of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. Control exits when the Company has the power, directly or

indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In

assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The

financial statements of subsidiaries are included in the consolidated financial statements from the date that

control commences until the date that control ceases.

When a subsidiary makes a new issue of capital and the consolidated entity’s percentage ownership changes, the

share of retained profits and reserves is attributed to the Company and outside equity interest reflecting the new

ownership interest. The adjustment is not reflected in net profit but as a direct adjustment to the specific equity

accounts.

Investments in subsidiaries are carried at their cost of acquisition in the Company’s financial statements.

Associates

Associates are those entities in which the consolidated entity has significant influence, but not control, over the

financial and operating policies. The consolidated financial statements include the consolidated entity’s share of

the total recognised gains and losses of associates on an equity accounted basis, from the date that significant

influence commences until the date that significant influence ceases. When the consolidated entity’s share of

losses exceeds its interest in an associate, the consolidated entity’s carrying amount is reduced to nil and

recognition of further losses is discontinued except to the extent that the consolidated entity has incurred legal or

constructive obligations or made payments on behalf of an associate.

In the Company’s financial statements, investments in associates are carried at cost.

Transactions eliminated on consolidation

Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group

transactions, are eliminated in preparing the consolidated financial statements.

Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no

evidence of impairment. Gains and losses are recognised as the contributed assets are consumed or sold by the

associates or, if not consumed or sold by the associate, when the consolidated entity’s interest in such entities is

disposed of.

(d) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the

revenue can be reliably measured.

(e) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where

the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is

recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or

payable to, the ATO is included as a current asset or liability in the statement of financial position.

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Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising

from investing and financing activities which are recoverable from, or payable to, the ATO are classified as

operating cash flows.

(f) Income tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax

expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using

applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets)

are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during

the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or

loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where

amounts have been fully expensed but future tax deductions are available. No deferred income tax will be

recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no

effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the

asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date.

Their measurement also reflects the manner in which management expects to recover or settle the carrying

amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that

it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be

utilised.

Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and liabilities are

not recognised where the timing of the reversal of the temporary difference can be controlled and it is not

probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that

net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred

tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and

liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or

different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of

the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or

liabilities are expected to be recovered or settled.

(g) Accounting estimates and judgements

The directors evaluate estimates and judgments incorporated into the financial report based on historical

knowledge and best available current information. Estimates assume a reasonable expectation of future events

and are based on current trends and economic data, obtained both externally and within the group.

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash balances, short term bills and call deposits.

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(i) Trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling

price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the

inventories and bringing them to their existing location and condition.

(k) Plant and equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any

accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the

recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash

flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows

have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour,

borrowing costs and an appropriate proportion of fixed and variable overheads

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the group and the cost

of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the

financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold

land, is depreciated on a straight-line basis over the asset’s useful life to the consolidated group commencing from

the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the

unexpired period of the lease or the estimated useful lives of the improvements.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and

losses are included in the profit or loss. When re-valued assets are sold, amounts included in the revaluation

reserve relating to that asset are transferred to retained earnings.

(l) Impairment

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine

whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable

amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the

asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the

profit or loss.

Impairment testing is performed annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the

recoverable amount of the cash-generating unit to which the asset belongs.

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(m) Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity

becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial

assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not

classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value

through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured

as set out below.

De-recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is

transferred to another party whereby the entity is no longer has any significant continuing involvement in the risks

and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are

either discharged, cancelled or expire. The difference between the carrying value of the financial liability

extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-

cash assets or liabilities assumed, is recognised in profit or loss.

Classification and Subsequent Measurement

• Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose

of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to

avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is

managed by key management personnel on a fair value basis in accordance with a documented risk

management or investment strategy. Realised and unrealised gains and losses arising from changes in fair

value are included in profit or loss in the period in which they arise.

• Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market and are subsequently measured at amortised cost using the effective interest rate

method.

• Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised

cost using the effective interest rate method.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied

to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to

similar instruments and option pricing models.

Impairment

At each reporting date, the group assesses whether there is objective evidence that a financial instrument has

been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the

instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the

profit or loss.

(n) Trade and other payables

Trade and other payables are stated at their fair value at inception. Trade payables are non-interest bearing and

are normally settled according to term.

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(o) Interest bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to

initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and

redemption value being recognised in the profit or loss over the period of the borrowings on an effective interest

basis.

(p) Share capital

Ordinary share capital

Issued and paid up capital is recognised at the fair value of the consideration received by the company.

Transaction costs

Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income

tax benefit.

(q) Employee benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to

balance date. Employee benefits that are expected to be settled within one year have been measured at the

amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have

been measured at the present value of the estimated future cash outflows to be made for those benefits. Those

cash flows are discounted using market yields on national government bonds with terms to maturity that match

the expected timing of cash flows.

(r) Provisions

Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for

which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(s) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company,

excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary

shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjust the figures used to determine basic earnings per share to take into account the

after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and

the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive

potential ordinary shares.

(t) New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June

2011 reporting period. The consolidated entity’s assessment of the impact of these new standards and

interpretation is they will result in no significant changes to the amounts recognised or matters disclosed in the

consolidated entity’s financial statements.

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NOTE 2: SUBSEQUENT EVENTS

2011 to 2013 – no event of significance announced on ASX.

23 January 2014 – Danny Tony Vrkic appointed administrator of the Company by the Liquidators for the purposes

of recapitalisation of the Company.

27 February 2014 – Deed of Company Arrangement approved by creditors.

12 March 2014 – Deed of Company Arrangement executed.

4 August 2014 – Notice of Extraordinary General Meeting of shareholders on recapitalisation proposal.

3 September 2014 – All resolutions of the Extraordinary General Meeting of shareholders on recapitalisation

proposal were passed by the requisite majority. Old board of directors and company secretary removed and

replaced with a new board of directors and company secretary.

17 October 2014 – Supreme Court Judgement on the termination of winding up procedure of the Company,

subject to the Deed of Company Arrangement.

17 October 2014 – Company raised $405,000 from allotment of 142,158,000 shares

27 November 2014 –Deed of Company Arrangement effectuated.

2 December 2014 – Company raised $500,000 from allotment of 175,503,704 shares.

22 December 2014 – Company entered into a conditional Sale and Purchase agreement to acquire a Singapore

biotechnology company which focuses on using stem cell technology to grow and extract plant essence.

26 February 2015 - Issued 5,000,000 shares through exercising of options by option holder.

17 March 2015 - Issued 95,000,000 shares through exercising of options by option holders.

31 March 2015 – Company issued 49,101,374 Convertible Notes to raise $3,437,096.

24 April 2015 – As at 31 December 2014 the net assets of the Company totalled $317,132 and cash at bank totalled

$501,211. Management have prepared forecasts which show that the Company will be able to continue as a going

concern. Furthermore, on 31 March 2015 the Company issued 49,101,374 Convertible Notes to raise $3,437,096.

The directors believe that the Company will have sufficient cash to be able to continue as a going concern for at

least 12 months from the date of the financial report being signed by the directors. Therefore the financial report

has been prepared on this basis.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or

may significantly affect the operations of the Company, the results of those operations, or the state of affairs of

the Company.

NOTE 3: ISSUED CAPITAL

2011 2010

$ $

73,950,146 (2010: 73,950,146) fully paid ordinary shares 24,147,000 24,147,000

(a) Ordinary shares

At the beginning of reporting period 24,147,000 24,147,000

Shares issued during the year - -

At reporting date 24,147,000 24,147,000

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Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company

in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par

value.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll

each share shall have one vote.

NOTE 4: EARNINGS PER SHARE

2011 2010

$ $

(a) Reconciliation of Earnings to Net Profit or Loss

Net profit N/A N/A

Earnings used in the calculation of basic EPS N/A N/A

Earnings used in the calculation of dilutive EPS N/A N/A

(b) Weighted average number of ordinary shares outstanding

during the year used in calculation of basic EPS

N/A N/A

Weighted average number of options outstanding N/A N/A

Weighted average number of ordinary shares outstanding

during the year used in calculation of dilutive EPS

N/A N/A

NOTE 5: COMMITMENTS & CONTINGENCIES

Other than otherwise disclosed in the financial report, no other information is available in relation to any

contingent assets or liabilities that should be disclosed in accordance with AASB 137.

NOTE 6: KEY MANAGEMENT PERSONNEL DISCLOSURES

Remuneration of key management personnel 2011 2010

$ $

Short-term employee benefits N/A N/A

Post-employment benefits N/A N/A

Share-based payments N/A N/A

N/A N/A

Refer to the remuneration report set out within the Directors’ Report for individual details of key management

personnel remuneration.

NOTE 7: RELATED PARTY DISCLOSURES

Other than otherwise disclosed in the financial report, no other information is available in relation to any related

party disclosures for the current financial year.

NOTE 8: AUDITOR’S REMUNERATION

2011 2010

$ $

Audit services of ON Q Group Ltd

Auditors of the company – HLB Mann Judd 4,500 4,500

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NOTE 9: SEGMENT INFORMATION

The directors have considered the requirements of AASB 8 Operating Segments and the internal reports that are

received by the Board in allocating resources and have concluded at this time that there are no separately

identifiable segments. This decision has been made specifically in light of the reduced size and scope of the

Group’s operations given the restructure of the Group including its abandoned and discontinued operations as

disclosed throughout the report.

NOTE 10: FINANCIAL INSTRUMENTS

Risk management objectives and policies

The consolidated entity is exposed to various risks in relation to financial instruments. The main types of risks are

credit risk.

The consolidated entity’s risk management is undertaken by the board of directors, and focuses on actively

securing the Group's short to medium-term cash flows by minimising the exposure to financial markets.

The consolidated entity does not actively engage in the trading of financial assets for speculative purposes nor

does it write options. The most significant financial risks to which the Group is exposed are described below.

Credit risk

Credit risk is managed on a group basis and reviewed regularly by the management. It arises from exposures to

customers as well as through deposits with financial institutions.

The management monitors credit risk on a regular basis.

The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to

recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as

disclosed in the statement of financial position and notes to the financial statements.

The Company performs ongoing credit evaluation of its customers’ financial condition and requires no collateral

from its customers. The allowance for doubtful debts is based upon a review of the expected collectability of all

trade and other receivables.

NOTE 11: FAIR VALUE MEASUREMENT

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped

into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant

inputs to the measurement, as follows:

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

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly or indirectly

• Level 3: unobservable inputs for the asset or liability.

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The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value

on a recurring basis at 30 June 2011 and 30 June 2010:

30 June 2011 Level 1 Level 2 Level 3 Total

$ $ $ $

Financial assets N/A N/A N/A N/A

Financial liabilities N/A N/A N/A N/A

30 June 2010 Level 1 Level 2 Level 3 Total

$ $ $ $

Financial assets N/A N/A N/A N/A

Financial liabilities N/A N/A N/A N/A

NOTE 12: PARENT ENTITY INFORMATION

Statement of financial position Parent

2011

$

2010

$

ASSETS

CURRENT ASSETS N/A N/A

NON-CURRENT ASSETS N/A N/A

TOTAL ASSETS N/A N/A

LIABILITIES

CURRENT LIABILITIES N/A N/A

NON-CURRENT LIABILITIES N/A N/A

TOTAL LIABILITIES N/A N/A

NET ASSETS N/A N/A

EQUITY

Contributed Equity 24,147,000 24,147,000

Retained earnings/(losses) N/A N/A

TOTAL EQUITY N/A N/A

Statement of profit or loss and other comprehensive income Parent

2011

$

2010

$

Revenue N/A N/A

Expenses N/A N/A

Profit/(loss) before income tax N/A N/A

Income tax N/A N/A

Profit/(loss) for the year N/A N/A

Other comprehensive income N/A N/A

Total comprehensive income N/A N/A

NOTE 13: COMPANY DETAILS

The registered office of ON Q Group Limited is Level 2, 350 Kent Street, Sydney NSW, Australia.

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DIRECTORS’ DECLARATION


In the directors’ opinion:

1. The financial statements and notes set out on pages 12 to 25 are in accordance with the Corporations Act

2001, including:

i. complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements; and

ii. giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its

performance for the financial year ended on that date.

2. As previously disclosed, the Chief Executive Officer and Chief Finance Officer have resigned from their

positions and are unable to declare that:

i. The financial records of the Company for the financial year have been properly maintained in

accordance with section 286 of the Corporations Act 2001;

ii. The Financial statements and notes for the financial year comply with the Accounting standards, and

iii. The Financial statements and notes for the financial year give a true and fair view.

3. There are reasonable grounds to believe that the company will be able to pay its debts as and when they

become due and payable.

This declaration is made in accordance with a resolution of the directors.

Khoo Gee Choo, Jamie

Director

Sydney

30 April 2015

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ON Q GROUP LIMITED


INDEPENDENT AUDITOR’S REPORT

To the members of On Q Group Limited Report on the Financial Report

We have audited the accompanying financial report of On Q Group Limited (“the company”), which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration, for the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. Because of the matters discussed in the Disclaimer of Opinion paragraph, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Disclaimer of Opinion Incomplete Accounting and Statutory Records As disclosed in the directors’ report, on 5 May 2008 the company’s securities were suspended from official quotation by the Australian Securities Exchange. On 28 July 2008, the company under section 436A of the Corporations Act 2001, was placed under administration and appointed Messrs Paul Andrew Burness and Matthew James Jess Joint and Several Administrators of the Company. On 12 March 2014, the company executed a deed of arrangement with its creditors and was released from the deed of creditors’ arrangement on 27 November 2014. The accounting and statutory records prior to the appointment of new directors in September 2014 were not adequate to permit the application of necessary audit procedures. As such, we are unable to obtain all the information and explanations we require in order to form an opinion on the financial report.

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ON Q GROUP LIMITED


INDEPENDENT AUDITOR’S REPORT

(CONTINUED) Disclaimer of Opinion (continued) Because of the significance of the matters described in the Disclaimer of Opinion paragraph above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial report. Report on Other Legal and Regulatory Requirements Due to the matters described in the Disclaimer of Opinion paragraph above, we have not been given all information, explanation and assistance necessary for the conduct of the audit and we are unable to determine whether the company has kept: (a) financial records sufficient to enable the financial report to be prepared and audited; and (b) other records and registers as required by the Corporations Act 2001. Report on the Remuneration Report We were engaged to audit the Remuneration Report included in pages 3 to 4 of the directors’ report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Disclaimer of Opinion on Remuneration Report In our opinion, because of the existence of the limitation of the scope of our work as described in the Disclaimer of Opinion paragraph and the effects of such adjustments, if any, as might have been determined to be necessary had the limitation not existed, we are unable to and do not express an opinion as to whether the Remuneration Report is in accordance with section 300A of the Corporations Act 2001.

HLB Mann Judd Assurance (NSW) Pty Ltd M D Muller Chartered Accountants Director Sydney, NSW 30 April 2015

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ASX Additional Information

Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set

out below. The information is effective as at 23 April 2015.

Substantial Shareholders

The number of substantial shareholders and their associates are set out below:

Shareholder Number of Shares

DANNY LAI KONG SANG 200,442,200

KO HENRY CHUN FUNG 66,722,952

YUN WU TSAI 29,000,000

NANG TSE CHI 28,000,000

Voting Rights

Ordinary shares On a show of hands, every member present at a meeting in person or by proxy shall

have one vote and upon a poll each share shall have one vote

Distribution of equity security holders

Ordinary shares Convertible Notes

Holding Holders Holders

1 – 1,000 1,550

1,001 – 5,000 87

5,001 – 10,000 13

10,001 – 100,000 31

100,000 and over 27 11

1,708 11

Twenty largest shareholders Ordinary Shares

Number Held % of issued shares

DANNY LAI KONG SANG 200,442,200 46.3%

KO HENRY CHUN FUNG 66,722,952 15.4%

YUN WU TSAI 29,000,000 6.7%

NANG TSE CHI 28,000,000 6.5%

KEUNG LI CHI 21,280,752 4.9%

LEUNG KAM SHUN BETTY 13,000,000 3.0%

EQUINEX INV LTD 12,107,900 2.8%

EMERALD CHARM INV PTE LTD 12,107,900 2.8%

WAH YIP KOON 10,000,000 2.3%

CHOO LEOW LAY 10,000,000 2.3%

BENELONG CAP PTNRS PL 7,030,820 1.6%

KEONG LOO SEI 5,000,000 1.2%

KIN JACQUELINE LOY MEI 5,000,000 1.2%

CHUN ANG KOK 3,000,000 0.7%

BILL EXPRESS LTD 2,786,916 0.6%

SIONG PHILIP NG TIAN 2,000,000 0.5%

MAO CAI 1,800,000 0.4%

PRIMEBROKER SEC LTD 532,908 0.1%

IPAY EXPRESS PTE LTD 336,138 0.1%

KINARRA PL 316,604 0.1%

430,465,090 99.50%

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Unissued securities

The Company has issued 49,101,374 of Convertible Notes which will be automatically converted into shares upon

re-quotation on the Australian Securities Exchange.

Securities exchange

The Company is listed on the Australian Securities Exchange.

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on q group limited · 2015. 4. 30. · on q group limited 2 9. net tangible assets per security 30...

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