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SOARING A n nu a l

TO R epo r t
NEW 20 1 5
HEIGHTS

UG HEALTHCARE CORPORATION LIMITED


Contents

01 Company Profile
02 Business Segments
04 Letter to Shareholders
06 Corporate Structure This Annual Report has been prepared by UG Healthcare
Corporation Limited (the “Company”) and its contents have
07 Performance Review been reviewed by the Company’s Sponsor, SAC Capital Private
Limited (the “Sponsor”), for compliance with the relevant rules
10 Board of Directors
of the Singapore Exchange Securities Trading Limited (“SGX-
12 Key Management ST”). The Sponsor has not independently verified the contents
of this Annual Report.
13 Corporate Governance
This Annual Report has not been examined or approved by
32 Financial Statements
the SGX-ST and the SGX-ST assumes no responsibility for the
84 Statistics of Shareholdings contents of this Annual Report, including the correctness of any
of the statements or opinions made or reports contained in this
86 Notice of Annual General Meeting Annual Report.
Proxy Form
The contact person for the Sponsor is Ms. Tan Pei Woon
Corporate Information (Telephone no.: (65) 65323829) at 1 Robinson Road, #21-02 AIA
Tower, Singapore 048542.
Annual Report 2015
1
Corporate Profile

UG Healthcare Corporation Limited (优格医疗有限公司)


and together with its subsidiaries (“UG Healthcare” or
the “Group”), is an established natural latex and nitrile
examination gloves manufacturer and distributor. The Group
is also involved in the distribution of ancillary products, such
as surgical, vinyl and cleanroom gloves, face masks and
other medical disposals.
Currently, the Group has two manufacturing facilities located in Seremban, Malaysia. To complement this
manufacturing platform, it has established an extensive distribution network globally through its own
distribution companies based in the United States of America (“USA”), United Kingdom (“UK”), Germany,
the People’s Republic of China (“PRC”) and Nigeria, as well as through third party distributors.

Through this extensive distribution network, its products are sold to more than 50 countries including
Germany, Nigeria, the PRC, USA, UK, France, Italy, Austria, Switzerland, the Netherlands, Japan, South
Korea, Canada and Brazil.

Started in 1989, the Group has built its reputation as a reliable manufacturer and distributor of natural
latex and nitrile examination gloves under several brand names including its proprietary “Unigloves”
brand name as well as third party labels where it is engaged as original equipment manufacturer.

The Group’s competitive edge lies in the successful integration of its manufacturing and distribution
businesses. The integrated platforms allow the Group to have full control over the entire supply chain,
including (1) the production process, where it can carry out stringent quality control checks at every stage
to ensure consistent product quality and compliance with various stringent international standards, as
well as (2) the distribution of its products to end-users and intermediaries. With its own facilities, the
Group is also able to customise products to meet the evolving requirements of customers in a cost
effective manner.

UG Healthcare is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 8 December
2014 under stock code 41A.
Annual Report 2015
2
Business Segments

In UG Healthcare, we manufacture and distribute natural latex and nitrile


examination gloves under several brands including our “Unigloves” brand
name as well as third party labels where we are engaged as original
equipment manufacturer. Our extensive product range includes gloves of
various colours and scents to appeal to different needs and preferences,
and are used across a diverse range of industries.

We also distribute ancillary products including surgical, vinyl and


cleanroom gloves, face masks, and other medical disposables.

Types of Gloves Characteristics Industries


Natural latex • Made from renewable source of raw material, Healthcare
examination gloves natural rubber latex, thus making them - Hospitals
more environmentally friendly as they are - Dental clinics
biodegradable - Nursing homes and hospices
• Low level of extractable protein, chemical residuals - Social services
and/or antigenic protein

Nitrile examination • Made from a synthetic elastomer, instead of Research and development
gloves natural rubber latex
• Excellent barrier protection which provides more
puncture resistance Food and beverages
• Most suitable for users sensitive to latex protein

Vinyl gloves • Most economical and cost effective Others


• Suitable for users sensitive to latex protein

Surgical gloves • Extra strength and length that provide additional Healthcare
protection from surgical debris - Hospitals

Cleanroom gloves • Low ionic residual levels particle counts and High technology manufacturing
pinhole levels - Semiconductor manufacturing
• High resistance to punctures and tears - Electronics
- Pharmacies
- Laboratories
- Optics
Annual Report 2015
3
Business Segments

UG Healthcare has two manufacturing facilities located in Seremban, Malaysia.

Upgrading of production lines to produce surgical examination This manufacturing facility began production in 2013 and
gloves in this manufacturing facility is underway. the Group is increasing the planned production capacity
progressively.

To complement our manufacturing platform, we sell our products to more than 50 countries
including Germany, Nigeria, the PRC, USA, UK, France, Italy, Austria, Switzerland, Netherlands,
Japan, South Korea, Canada and Brazil through our established distribution platform.

We constantly keep abreast of developments in technology and process improvements as well as developments in latex compounding
formulations to attain certain desired properties and characteristics for the customisation of our products (own “Unigloves” brand
and OEM brands).
Annual Report 2015
4
Letter to Shareholders

“UG Healthcare is poised to pursue growth opportunities, as it


continues to expand prudently in its production and sales and
distribution network, underpinned by customer and market
demand for examination gloves”

On behalf of the Board of UG Healthcare Corporation Limited has strengthened UG Healthcare’s position to propel our
(优格医疗有限公司) (“UG Healthcare” or the “Group”), we are momentum in the international arena as an established
pleased to present to you our inaugural annual report for the disposable glove manufacturer and distributor in the growing
financial year ended 30 June 2015 (“FY2015”). hygiene and healthcare industry. We are delighted by the
overwhelming investors’ confidence in UG Healthcare and we
2014 marked a significant milestone in our corporate history. extend a warm welcome to all our new shareholders.
Our listing on the Singapore Exchange on 8 December 2014
Annual Report 2015
5
Letter to Shareholders

Setting sights on growth Prospects for the disposable glove industry


remain bright
The Group is committed to grow prudently from strength to
strength, seizing opportunities to expand progressively in its Amid the anticipated slowdown in the domestic and local
product range, manufacturing capabilities and capacity, as well economies, and keen competition among major glove
as its global distribution network. manufacturers, the prospects remain healthy and demand for
examination gloves would continue to be underpinned by greater
During the financial year, we increased our production capacity hygiene and healthcare awareness.
from 1.3 billion gloves per annum to 1.5 billion gloves per annum,
while our exports to UK, USA, China, Nigeria and Brazil continued Usage of disposable gloves in healthcare industries in emerging
to grow. In January 2015, we incorporated a wholly-owned countries generally lag behind developed countries. With greater
subsidiary, UGHC Marketing Pte. Ltd. in Singapore to carry out awareness of hygiene amongst healthcare professionals and
the trading activities of the Group. the public, coupled with a convergence towards internationally
accepted hygiene and healthcare standards, there is a potential
For FY2015, the Group achieved record revenue of S$55.7 million, for growth in the demand for disposable gloves. Our distribution
an increase of 13.7% from S$49.0 million a year ago. The higher companies in China and Nigeria allow us to capitalize on this
revenue was attributed to the increase in the volume of gloves potential growth opportunity.
produced and sold on the back of a higher production capacity,
but partially offset by pricing pressure amid intense competition Disposable gloves serve as a basic necessity in the healthcare
in the gloves manufacturing industry. industry to prevent cross contamination and disease transmission.
However, it has also seen increasing usage in non-healthcare
The Group’s continuous effort in broadening and deepening its industries such as industrial, laboratories, food handling and
global distribution network and its preparation for the upcoming pharmaceutical, spurring demand for disposable gloves.
expansion in production capacity to 1.9 billion gloves per annum
led to higher operating costs in the year. In addition, Malaysia dominates more than 60% of the global
market share for disposable gloves and its glove manufacturing
Taking into account the one-off expense related to the listing of industry has a long-standing history and reputation for quality
the Group, net profit attributable to shareholders for FY2015 was products. According to the Malaysia Rubber Export Promotion
35.4% lower at S$3.2 million as compared to S$4.9 million in Council, the total value of exports of rubber gloves was RM10.7
FY2014. billion in 2014, exceeding the RM10.5 billion achieved in 2013.

Nevertheless, we are confident that our business model which We believe that the continuous demand for disposable gloves
encompasses both manufacturing and global distribution would help the gloves manufacturing industry to remain resilient,
platforms, will continue to allow UG Healthcare to effectively and even in times of economic downturns. Through our extensive
efficiently (i) promote its brand name, (ii) provide on-the-ground global distribution platform and increasing production capacity,
customer service and technical support to its end-users in each UG Healthcare is well-positioned to ride on these positive
local market, and (iii) enhance its overall value chain management industry trends.
down to the end-users. Consequently, the Group will be able
to (i) identify changing market trends, (ii) facilitate the flow of
market information to its manufacturing teams, and (iii) respond
swiftly to customers’ evolving needs in a cost-efficient manner. Acknowledgements and Appreciation
This competitive edge will enable the Group to continue to grow
its established wide customer network and build on its credible On behalf of the Board, we extend our sincere appreciation to
track record. our customers, business partners, bankers, professionals and
dedicated employees for their contributions and strong support,
While the expansion in production capacity is underway, the which brought UG Healthcare to where it is today.
Group has also embarked on upgrading some of its existing
production facility to produce surgical examination gloves to We would also like to convey our warmest gratitude to our
keep up with the new technologies and to meet customers’ shareholders for their support and confidence in us, and we look
requirements. This upgrading is expected to complete within forward to their continued support as we strive to strengthen the
financial year ending 30 June 2016 (“FY2016”). Group’s businesses to enhance shareholder value.

The Group does not have a fixed dividend policy. At our IPO, we
stated that the Group intends to declare and distribute dividends
of at least 20% of its net profit after tax to our shareholders for YIP WAH PUNG ANG BENG TECK
each financial year commencing from FY2016. Non-Executive Chairman Chief Executive Officer
and Independent Director and Executive Director
Annual Report 2015
6
Corporate Structure

UG Global Resources
(Malaysia)
100%
NS Unigloves
(Malaysia)
100% UG Glovetech
(Malaysia)
100%

Unigloves Nigeria
(Nigeria)
75%

Unigloves USA
(USA)
Unigloves Singapore 50%
(Singapore)
100% Unigloves Unigloves Beijing
Shanghai (PRC)
(PRC)
50%
100%

Unigloves UK
(UK)
55%

Unigloves
Unigloves Arzt
Germany
(Germany)
(Germany)
UGHC Marketing 100%
20%
(Singapore)
100%
Unigloves Service
& Logistik
(Germany)
100%
Annual Report 2015
7
Performance Review

UG Healthcare achieved revenue of


S$55.7 million in FY2015, an increase
of 13.7% over FY2014. This was mainly
due to the increase in the volume of
gloves produced and sold, which was
partially mitigated by a reduction in the
average selling price (“ASP”) of the
Group’s products, particularly its latex
examination gloves.

UG Healthcare currently has two manufacturing plants located The Group intends to continue to expand its production capacity
in Seremban, Malaysia. During the financial year, it added a new to achieve up to approximately 1.9 billion gloves per annum
production line, bringing its production capacity to 1.5 billion by the end of FY2016. It is also in the process of upgrading
gloves per annum, from 1.3 billion previously. This additional its production lines at one of the plants to be able to produce
production capacity contributed to an increase in exports to UK, surgical examination gloves.
USA, China, Nigeria and Brazil, which drove revenue growth.

Group Revenue by Geographical Locations

Others
11% Others
18% Germany
22%
Germany
27%

Malaysia (1)
Malaysia (1)
16%
4%

FY2014 Revenue China, Hong Kong FY2015 Revenue


& Taiwan
S$49.0 Million 7% S$55.7 Million
China, Hong Kong
& Taiwan
5%
UK
23%
UK
21%
USA & Canada USA & Canada
20% 26%

In line with the increase in revenue, its cost of sales increased by 13.9% year-on-year to S$44.2 million in FY2015. This led to gross
profit increasing by 13.2% year-on-year to S$11.5 million. However, as the ASP of its latex examination gloves was lower, its gross
profit margin decreased slightly from 20.8% in FY2014 to 20.7% in FY2015.

(1) Our Malaysia customers comprise mainly intermediaries that export our products to overseas market.
Annual Report 2015
8
Performance Review

Group Revenue by Product Segments

Revenue YoY Gross Profit YoY


FYE 30 Jun (S$’000)
FY2014 FY2015 Change FY2014 FY2015 Change

Latex examination gloves 28,921 32,202 11.3% 5,959 6,150 3.2%


Nitrile examination gloves 17,292 20,015 15.7% 3,667 4,671 27.4%
Other ancillary products 2,796 3,523 26.0% 576 728 26.4%
Total 49,009 55,740 13.7% 10,202 11,549 13.2%

Other income of S$1.4 million in FY2015 mainly comprised Along with a S$0.1 million lower share of profits from associates
unrealized foreign exchange gain of S$1.2 million and negative to S$0.5 million, due to lower contribution from its associated
goodwill arising from the acquisition of Uni-Medical Healthcare company in Germany, net profit attributable to shareholders
Limited of S$0.1 million. This was S$0.9 million higher than that decreased 35.4% to S$3.2 million in FY2015.
recorded in FY2014.
Financial Position
The Group’s expenses were generally higher as the team
endeavored to bring the business to the next level of growth.
The Group’s balance sheet remains strong, with cash and bank
UG Healthcare’s current distribution network spans across
balances of S$7.1 million as at 30 June 2015. Its non-current
more than 50 countries, including Germany, USA, UK, Nigeria,
assets was S$2.2 million higher at S$19.6 million, mainly due
China, Austria and Switzerland. As it continues to deepen
to the acquisition of property, plant and equipment of S$3.6
its distribution network in UK, China and Nigeria, the Group
million, partially offset by depreciation amounting to S$0.9
incurred higher marketing and distribution expenses, as well as
million and share of results from associates of S$0.2 million.
administrative expenses. Marketing and distribution expenses
The Group had also acquired intangible assets comprising
increased by S$1.0 million to S$1.3 million in FY2015, while
business licences and goodwill, amounting to S$0.3 million
administrative expenses was S$2.6 million higher at S$6.9
from the acquisition of Uni-Medical Healthcare Limited and a
million.
local UK distribution business.
As the Group had completed its IPO in December 2014, it
incurred IPO expenses amounting to S$2.3 million during the Current assets increased by S$9.2 million to S$32.2 million
financial year, of which S$0.8 million was changed to profit as at 30 June 2015. This was mainly due to an increase in
and loss. It financed the construction of the new production inventories, an increase in trade and other receivables as
line by tapping into existing loan facilities. As a result of the well as an increase in cash and bank balances. Inventories
loan drawdown, finance costs increased by S$0.06 million to increased by S$1.2 million to S$10.2 million as at 30 June
S$0.35 million in FY2015. 2015 as the Group had stocked up its gloves in its overseas
Annual Report 2015
9
Performance Review

warehouse so that it would be able to cater for the demand for increased its bank overdraft by S$0.1 million for working capital
its products without compromising on the delivery lead time to purposes.
end customers. Trade and other receivables increased by S$4.8
million to S$14.8 million mainly due to an increase in orders from
customers towards the end of FY2015. The Group’s cash and Cash flow
bank balances increased by S$3.3 million to S$7.1 million mainly
due to the remaining unutilized IPO proceeds it had received. The Group’s net cash generated from operating activities in
FY2015 was S$2.0 million. This comprises operating cash flows
Shareholder’s equity comprises share capital, merger reserve, before changes in working capital of S$5.3 million, adjusted
retained earnings, foreign currency translation reserves and non- by net working capital outflow of S$1.7 million, interest and
controlling interests. Shareholders’ equity increased by S$7.0 taxes paid of S$0.3 million and S$1.2 million respectively. The
million to S$36.9 million due to an increase in share capital net working capital outflow was due mainly to increases in
due to the issuance of new shares relating to the restructuring inventories of S$0.7 million and trade and other receivables of
exercise amounting to S$33.7 million and the S$3.2 million net S$4.1 million, which was partially offset by an increase in trade
profit attributable to shareholders for FY2015. This increase was and other payables of S$3.1 million.
partially offset by (i) a decrease in the foreign currency translation
reserves of S$2.4 million due to the weakening of Ringgit Net cash used in investing activities was S$3.6 million in FY2015,
Malaysia against the Singapore dollar, (ii) its IPO expenses of due mainly to the purchases of property, plant and equipment
S$1.5 million, and (iii) a merger reserve of S$25.9 million arising amounting to S$3.6 million and intangibles of S$0.1 million. This
from the restructuring exercise. was partially offset by S$0.2 million net cash inflow from the
acquisition of a subsidiary.
The Group’s non-current liabilities was S$5.0 million as at 30 June
2015, an increase of S$0.3 million over the previous year. This Net cash from financing activities amounted to S$4.8 million
was due to the increase in recognition of deferred tax liabilities of during the year. This was mainly due to the IPO proceeds of
S$0.6 million that was partially offset by a S$0.2 million reduction S$6.2 million and payment of shares issue expenses of S$1.5
in long term borrowings. million.

Current liabilities increased by S$4.1 million to S$9.7 million


at end of June 2015. The Group had recognized S$0.6 million
in derivative financial instruments arising from its purchase of
forward foreign exchange contracts. Its trade and other payables
had increased by S$3.1 million due to increased purchases of raw
materials and usage of utilities from the increase in production
volume owing to the new production line. The Group had also
utilised S$0.2 million more trade financing facilities as well as
Annual Report 2015
10
Board of Directors

Mr. Yip Wah Pung Mr. Lee Keck Keong


Non-Executive Chairman and Independent Director Non-Executive Director

Mr. Yip Wah Pung is the Independent Non-Executive Chairman Mr. Lee Keck Keong is the co-Founder and Non-Executive
of the Company, Chairman of the Audit Committee and member Director of the Company, as well as a member of the Audit,
of the Remuneration Committee. He was appointed to the Remuneration and Nominating Committees. He was appointed
Board on 20 November 2014. to the Board on 20 November 2014.

Mr. Yip has over 37 years of experience in the audit and tax Mr. Lee has been instrumental in successfully leading the Group
industry. He started his career as a tax examiner at the to become an established player in the gloves manufacturing
Income Tax Department of Malaysia in February 1977, where industry. He also serves as a non-executive director to the boards
he worked for 12 years. From February 1989 to August 1989, of the Company’s subsidiaries and associated companies. Mr.
he joined W.M Lam & Co, an audit firm, as a senior associate. Lee graduated from the University of Surrey in 1977 with a
Subsequently, he joined K.W. Chong & Co as an audit manager degree in chemical engineering. Upon graduation, he started
from September 1989 to November 1994 before he started his his career as a chemical engineer in a state-owned company.
own audit firm, W.P. Yip & Co in 1994, where he is currently a Thereafter, he entered into various business ventures in diverse
partner. The audit firm is principally engaged in the provision of industries, including mining, saw milling, property development
tax and audit services. and timber development.

Mr. Yip graduated from Tunku Abdul Rahman College with a


diploma in Commerce in June 1977. He has been a member
of (i) the Malaysian Institute of Accountants since 1980, (ii) Mr. Lee Jun Yih
the Association of Chartered Certified Accountants since Executive Director
1980, (iii) the Malaysian Institute of Chartered Secretaries and
Administrators since 1980, and (iv) the Chartered Tax Institute Mr. Lee Jun Yih is the Executive Director of the Company and
of Malaysia since 1995. was appointed to the Board on 10 November 2014.

Mr. Lee is primarily responsible for oversight and management


of the Group’s business and corporate development, and works
Mr. Ang Beng Teck together with the Chief Executive Officer to formulate the
Executive Director and Chief Executive Officer overall business and corporate policies and strategies for the
Group.
Mr. Ang Beng Teck is the co-Founder, the Executive Director
and Chief Executive Officer of the Company. He was appointed Mr. Lee joined the Group in July 2011 as a director of Shanghai
to the Board on 30 September 2014. Full-10 International Trading Co., Ltd, (“Unigloves Shanghai”)
(currently a subsidiary of the Company), focusing on business
Mr. Ang has been the managing director of N. S. Unigloves Sdn. and corporate development. He was subsequently appointed
Bhd (“NS Unigloves”) (currently a subsidiary of the Company), as a director of Unigloves (UK) Limited (currently a subsidiary of
since 1988 and has been instrumental to the Group’s growth. the Company) in April 2013, and NS Unigloves and Uni-Medical
He has over 26 years of experience in the glove industry and Healthcare Limited (currently both subsidiaries of the Company)
he is responsible for overseeing (i) the formulation of overall in May 2014 and August 2014 respectively.
business and corporate policies and strategies of the Group;
(ii) the overall management of the business and operations of Having graduated from Pembroke College, University of
the Group; and (iii) the Group’s overall business development. Cambridge with a Bachelor of Arts (Law) in June 2004, Mr.
He also serves as a director on the boards of the Company’s Lee began his career as a solicitor with Freshfields Bruckhaus
subsidiaries and associated companies. Deringer, an international law firm, in its Hong Kong, London and
Beijing offices in 2005 before joining JP Morgan, London, and
Mr. Ang started his career as a teacher at Chung Hwa Secondary UBS AG, Hong Kong as an analyst in the Investment Banking
School, Kelantan in September 1968. Thereafter, he taught at Division in August 2007 and April 2008, respectively. Thereafter,
Undang Jelebu Secondary School, Negeri Sembilan from 1971 he joined AEGON Asset Management as an associate in
to 1981 before he joined Sekolah Rendah Jenis Kebangsaan Yuk January 2010.
Hua, Negeri Sembilan as a teacher from 1981 to 1988.
He was admitted as a Solicitor of the High Court of the Hong
Mr. Ang undertook a training course for teachers at the Regional Kong Special Administrative Region in September 2007.
Teachers’ Centre, Kota Bahru, Kelantan from 1966 to 1967. He
was appointed a Justice of the Peace by His Royal Highness
(HRH) The Yang Di Pertuan Besar of Negeri Sembilan in 1998.
Annual Report 2015
11
Board of Directors

Mr. Wong See Keong Mr. Lim is currently an equity partner in Rajah & Tann Singapore
LLP. He joined Rajah & Tann Singapore LLP in May 1998 and has
Executive Director
since been practising and advising on all aspects of corporate
legal advisory and transactional work, both locally and regionally.
Mr. Wong See Keong is the Executive Director of the Company
He has a wide range of experience in acquisitions, investments,
and was appointed to the Board on 20 November 2014.
takeovers, initial public offerings and restructurings, amongst
others, and his clients include multi-national corporations, small
Mr. Wong is responsible for oversight and management of the
medium enterprises, private equity and institutional investors,
Group’s manufacturing and operations department, as well as
Singapore and foreign listed companies, financial institutions
to spearhead the Group’s research and development efforts. Mr.
and others.
Wong has been with the Group for approximately 26 years and
played a crucial role in its expansion of manufacturing capacity
Mr. Lim has been admitted as an advocate and solicitor of the
and development of new products over the years.
Supreme Court of Singapore since 1999. He is currently an
equity partner in Rajah & Tann Singapore LLP and he is also a
Mr. Wong started his career with the Group in November 1988
member of the Law Society of Singapore and the Singapore
as a technologist and later became the Manufacturing Manager
Academy of Law.
in July 1994 and General Manager of Operations in September
2007.
Mr. Lim graduated with a Bachelor of Law (Honours) degree
from the National University of Singapore in July 1998 and a
Mr. Wong graduated from Universiti Pertanian Malaysia with
Master of Science (Applied Finance) degree from Nanyang
a Bachelor of Science (Chemistry and Education) in August
Technological University in April 2006.
1986.
Mr. Lim is currently an independent director of Tee Land Limited,
a Mainboard company listed on the SGX-ST, and China Star
Mr. Lee Jun Linn Food Group Limited, a Catalist company listed on the Catalist
Board of the SGX-ST.
Executive Director

Mr. Lee Jun Linn is the Executive Director of the Company and
was appointed to the Board on 20 November 2014.
Mr. Ng Lip Chi, Lawrence
Independent Director
Mr. Lee is responsible for directing the Group’s sales, marketing
and distribution platforms, and focuses on developing the
Mr. Ng Lip Chi, Lawrence is the Independent Director of the
Group’s marketing strategies and expanding its distribution
Company, Chairman of the Remuneration Committee and
network.
member of the Audit and Nominating Committees. He was
appointed to the Board on 20 November 2014.
Starting his career with the Group as an Assistant General
Manager of Unigloves Shanghai in April 2008, Mr. Lee rose
Mr. Ng is currently Head, Strategy and Business Development
through ranks to become General Manager of Unigloves
of DC Frontiers Pte. Ltd., a firm that provides mapping of
Shanghai in 2012. He was also appointed as a director of
relational information of capital markets participants. He is
Unigloves Shanghai in July 2011.
also an executive director of NLC Advisory Pte. Ltd., a firm
that provides corporate advisory services. He has extensive
Mr. Lee graduated from University College London with a
experience in international mergers and acquisitions and
Bachelor of Science (Economics) degree in August 2006 and
corporate finance, having worked in a professional services
subsequently obtained a Master of Science (International
firm and investment banks, such as Arthur Andersen, Credit
Management (China)) degree from the School of Oriental &
Agricole Indosuez Merchant Bank Asia Ltd and DBS Bank
African Studies in London in December 2007.
Ltd., as well as in-house corporate finance for an Asian natural
resources conglomerate.

Mr. Lim Teck Chai, Danny Mr. Ng has advised companies on a wide range of transactions
including acquisitions, divestitures, joint ventures, spin-offs,
Independent Director
buyouts, reverse takeovers and capital raisings. His previous
clients include multi-national companies, local and overseas
Mr. Lim Teck Chai, Danny is the Independent Director of the
listed companies, private enterprises and private equity firms.
Company, Chairman of the Nominating Committee and member
of the Audit Committee. He was appointed to the Board on 21
Mr. Ng graduated from the National University of Singapore with
August 2014.
a Bachelor of Business Administration and is also a Chartered
Financial Analyst.
Annual Report 2015
12
Key Management

Mr. Terence Yap Seng Keong Ms. Wong started her career as a chemist with Cospac Sdn
Bhd from June 1993 to May 1995. Prior to joining the Group,
Chief Financial Officer
she was a temporary teacher with Sekolah Menengah Chung
Ching, Raub Pahang.
Mr. Terence Yap Seng Keong is the Chief Financial Officer of the
Group and he joined the Group in April 2014.
Ms. Wong graduated from University of Malaya with a Bachelor
of Science (Chemistry) in July 1993.
Mr. Yap is responsible for the oversight and control of the
Group’s overall accounting and finance function, including
monitoring and coordinating the Group’s statutory financial
accounts, consolidation and financial reporting to the SGX-ST. Mr. Ang Beng Chee
Head of Administration
Mr. Yap started his career with BDO Binder in July 1995 where
he was promoted to the position of senior audit manager before Mr. Ang Beng Chee is the Head of Administration of the
leaving in April 2006. He then joined KPMG (Melaka Branch) as Group and is responsible for oversight of the Group’s logistics,
the branch head from May 2006 to August 2006. Thereafter, he administration, compliance and human resource functions.
returned to BDO Binder as the senior manager where he was
in charge of auditing and administrative matters until November Mr. Ang joined the Group as a factory manager in October
2010. He then joined Silverlake Structured Services Sdn Bhd as 1988 when the Group commenced its operations, and was
a finance manager before moving to Sunrich Resources Sdn subsequently promoted to General Manager (Administration)
Bhd in 2011 performing the role of a finance manager as well. in September 2007.
Subsequently, he joined Mustapha, Khoo & Co as a chief audit
executive in 2012 and he was responsible for performing audit Mr. Ang started his career in January 1974 as a general assistant at
on the firm’s clients. Ang Choon Swee Trading Agency, in charge of issuing workman
and motor vehicle cover notes. He then joined Geological
In March 2013, Mr. Yap was appointed as head of governance Survey Department of Malaysia as a geological assistant from
at a Bursa-listed company New Hoong Fatt Holdings Berhad September 1977 to June 1985. Prior to joining the Group, he
where his areas of responsibilities include internal audit, was with Malaysia Mining Corporation as a geological assistant
secretarial matters, Bursa reporting and investor relations. He from August 1985 to September 1988.
then moved to become Chief Financial Officer at MTD ACPI
Engineering Berhad, where he was responsible for overseeing Mr. Ang completed his education in Sekolah Menengah Undang
finance and accounting functions before joining the Group. Jelebu in August 1973.
Mr. Yap graduated from Kolej Tunku Abdul Rahman with a
Diploma in Commerce (Financial Accounting), ACCA, in May
1995. He is also a Chartered Accountant (Malaysia) and a
member of the Malaysian Institute of Accountants.

Ms. Wong Pek Wee


Head of Manufacturing

Ms. Wong Pek Wee is Head of Manufacturing of the Group and


is responsible for oversight and management of the Group’s
entire glove manufacturing process, which includes planning
for the whole glove manufacturing and production process,
quality assessment as well as research and development with
a focus on cost efficiency.

Ms. Wong joined the Group as a chemist in January 1997. She


rose through the ranks to become Executive (Manufacturing)
in January 1998, Production Manager in January 2000,
Manufacturing Manager in September 2007 and subsequently,
to become Head of Manufacturing.
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Corporate Governance Report

UG Healthcare Corporation Limited (the “Company” or “UG”) and its subsidiaries (the “Group”) are committed to
maintaining a high standard of corporate governance in complying with the Code of Corporate Governance 2012 (the
“Code”) which forms part of the continuing obligations of the Listing Manual (Section B: Rules of Catalist) of the Singapore
Exchange Securities Trading Limited (the “SGX-ST”)(“Catalist Rules”). The Group has complied with the principles and
guidelines set out in the Code, where appropriate.

This report describes the Group’s corporate governance practices that were in place throughout the financial year ended 30
June 2015 (“FY2015”).

BOARD MATTERS

Principle 1: The Board’s Conduct of its Affairs

The primary function of the Board of Directors (the “Board”) is to provide effective leadership and direction to enhance the
long-term value of the Group to its shareholders and other stakeholders. The Board oversees the business affairs of the
Group. The Board has the overall responsibility for reviewing the strategic plans and performance objectives, financial plans,
key operating initiatives, major funding and investment proposals, financial performance reviews and corporate governance
practices.

In addition, the principal duties of the Board include:

• Setting the Group’s strategic objectives and ensuring that the necessary financial and human resources are in place
for the Group to meet its objectives.

• Overseeing the process for evaluating the adequacy of internal control, risk management, financial reporting and
compliance.

• Reviewing the performance of management and overseeing succession planning for management.

• Setting the Group’s values and standards (including ethical standards) and ensuring the obligations to shareholders
and other stakeholders are understood and met.

• Considering sustainability issues as part of the strategic formulation.

Independent judgement

All Directors exercise due diligence and independent judgement and make decisions objectively in the best interests of the
Group.

The current members of the Board and their membership on the board committees of the Company are as follows:

Directors Board Membership Audit Nominating Remuneration


Committee Committee Committee
1 Yip Wah Pung Non-Executive Chairman Chairman – Member
and Independent Director
2 Ang Beng Teck Chief Executive Officer and – – –
Executive Director
3 Lee Keck Keong Non-Executive Director Member Member Member
4 Lee Jun Yih Executive Director – – –
5 Wong See Keong Executive Director – – –
6 Lee Jun Linn Executive Director – – –
7 Lim Teck Chai, Danny Independent Member Chairman –
(“Danny Lim”) Non-Executive Director
8 Ng Lip Chi, Lawrence Independent Member Member Chairman
(“Lawrence Ng”) Non-Executive Director

Currently, the Board comprises eight(8) members. There is a strong and independent element on the Company’s Board. Of
the eight (8) members, one (1) is Non-Executive Director and three(3) are Independent Non-Executive Directors.
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Corporate Governance Report

Delegation by the Board

The Board has delegated certain functions to the board committees, namely the Audit Committee (“AC”), Nominating
Committee (“NC”) and Remuneration Committee (“RC”). Each of the board committees has its own written terms of
reference and whose actions are reported to and monitored by the Board. The Board accepts that while these board
committees have the authority to examine particular issues and will report back to the Board with their decisions and/or
recommendations, the ultimate responsibility on all matters lies with the Board.

Key features of Board processes

The dates of Board and board committee meetings as well as annual general meeting (“AGM”) are scheduled in advance.
To assist Directors in planning their attendance, the Company Secretary consults every Director before fixing the dates of
these meetings. The Board meets at least two times a year and as warranted by particular circumstances. Ad hoc meetings
are also convened to deliberate on urgent substantive matters. Telephonic attendance and conference via audio-visual
communication at Board and board committee meetings are allowed under the Company’s Articles of Association. The
details of the number of Board and board committee meetings held in the year as well as the attendance of each board
member at those meetings are disclosed below.

Directors’ attendance at Board and board committee meetings in FY2015

Board Audit Nominating Remuneration


Committee Committee Committee
Directors No. of No. of No. of No. of No. of No. of No. of No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held(1) Attended Held(1) Attended Held(1) Attended Held(1) Attended
Yip Wah Pung 3 3 3 3 2(2) 2(2) 2 2
Ang Beng Teck 3 3 3 (2)
3(2)
2(2)
2 (2)
2(2)
2(2)
Lee Keck Keong 3 3 3 3 2 2 2 2
Lee Jun Yih 3 3 3(2) 3(2) 2(2) 2(2) 2(2) 2(2)
Wong See Keong 3 3 3(2) 3(2) 2(2) 2(2) 2(2) 2(2)
Lee Jun Linn 3 3 3(2) 3(2) 2(2) 2(2) 2(2) 2(2)
Danny Lim 3 3 3 3 2 2 2(2)
2(2)
Lawrence Ng 3 3 3 3 2 2 2 2
(1)
Represents the number of meetings held as applicable to each individual director.

(2)
Attendance at meetings on a “By Invitation” basis.

Board’s approval

Matters specifically reserved for the Board’s approval are listed below:

• Strategies and objectives of the Group;

• Announcement of half-year and full year financial results and release of annual reports;

• Issuance of shares;

• Declaration of interim dividends and proposal of final dividends;

• Convening of shareholders’ meetings;

• Material investments, divestments or capital expenditure;

• Commitments to term loans and lines of credits from banks and financial institutions; and

• Interested person transactions.

Clear directions have been imposed on management that the above matters must be approved by the Board.
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Corporate Governance Report

Induction and training of Directors

The Company ensures that incoming new Directors are given guidance and orientation (including onsite visits, if necessary)
to get them familiarised with the Group’s business, operations and corporate governance practices upon their appointment
and to facilitate the effective discharge of their duties. Newly appointed Directors will be provided a formal letter setting out
their duties and obligations. Directors are encouraged to constantly keep abreast of developments in regulatory, legal and
accounting frameworks that are of relevance to the Group through the extension of opportunities for participation in training
courses, seminars and workshops as relevant and/or applicable.

The Group has an open policy for professional training for all the Board members, including Executive Director and
Independent Directors. The Company endorses the Singapore Institute of Directors (“SID”) training programs and sets a
budget for such training and professional development programs. All Board members are encouraged to attend relevant
training organised by the SID or any other organisation which provides relevant training courses for directors. The cost of
such training will be borne by the Company.

Briefings, updates and trainings provided for Directors in FY2015

The NC reviews and makes recommendations on the training and professional development programs to the Board.

All Directors, except Danny Lim, had no prior experience as directors of a public listed company in Singapore prior to
their appointment to the Board. They had undergone courses held by the SID to familiarize themselves with the roles and
responsibilities of directors.

During the AC meeting, the Directors were briefed by the external auditors on the recent changes to the accounting
standards and regulatory updates. The Chief Executive Officer updates the Board during the Board meeting on the business
and strategic developments of the Group.

News releases issued by the SGX-ST and the Accounting and Corporate Regulatory Authority, which including amendment
of Companies Act, were circulated to the Board. Management keeps the Board informed of business trends in the industry
by circulating to the Board articles, reports and press releases relevant to the Group’s business.

Principle 2: Board Composition and Guidance

Board size and composition

The Board comprises eight (8) Directors, of which four (4) are Executive Directors, one (1) is Non-Executive Director, and
three (3) are Independent Non-Executive Directors.

Each year, the NC reviews the size and composition of the Board and board committees and the skills and core
competencies of its members to ensure an appropriate balance of skills, experience and gender. These competencies
include accounting and finance, business acumen, management experience, industry knowledge, strategic planning
experience, customer-based knowledge, familiarity with regulatory requirements and knowledge of risk management. The
Board considers that its Directors possess the necessary competencies and knowledge to lead and govern the Group
effectively.

Taking into account the nature and scope of the Group’s business and the number of board committees, the Board believes
that the current size and composition provide sufficient diversity without interfering with efficient decision making.

Director who has no relationship with the Group, its related corporations, officers or its shareholders with shareholdings
of 10% or more in the voting shares of the Company that could interfere, or be reasonably perceived to interfere, with
the exercise of the Director’s independent business judgement in the best interests of the Group, is considered to be
independent.

The NC is tasked to determine on an annual basis and as and when the circumstances require whether or not a Director is
independent, bearing in mind the guidelines set forth in the Code and any other salient factor which would render a Director
to be deemed not independent. The NC has reviewed, determined and confirmed the independence of the Independent
Directors.
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Corporate Governance Report

None of the Independent Directors have served on the Board for a period exceeding nine years from the date of their
appointments.

The Independent Directors make up one-third of the Board, which meets the requirements set out in the Code. This
provides a strong and independent element on the Board. This is fundamental to good corporate governance as it facilitates
the exercise of independent and objective judgement on corporate affairs. It also ensures that key issues and strategies are
critically reviewed, constructively challenged, fully discussed and thoroughly examined.

Principle 3: Chairman and Chief Executive Officer

The Code advocates that there should be a clear division of responsibilities between the leadership of the Board and
the executives responsible for managing the Group’s business and no one individual should represent a considerable
concentration of power.

The Chairman of the Board and the Chief Executive Officer (the “CEO) are two separate persons to ensure an appropriate
balance of power, increased accountability and greater capacity for independent decision making.

Mr Yip Wah Pung, is an Independent Non-Executive Director and also the Chairman of the Board. He assumes the
responsibility for the smooth functioning of the Board and ensures timely flow of information between the management
and the Board; sets the agenda and ensures that adequate time is available for discussion of all agenda items, in
particular strategic issues; promotes a culture of openness and debate at the Board; ensure effective communication with
shareholders; facilitate the effective contribution of non-executive directors in particular; and promotes high standards of
corporate governance.

Mr Ang Beng Teck, is an Executive Director and also the CEO. He assumes responsibility for running the day-to-day
business of the Group; ensures implementation of policies and strategy across the Group as set by the Board; manages
the management team; and leads the development of the Group’s future strategy including identifying and assessing risks
and opportunities for the growth of its business and reviewing the performance of its existing business.

There is a sufficiently strong independent element on the Board to enable independent exercise of objective judgement
on affairs and operations of the Group by members of the Board, taking into account factors such as the number of
Independent Directors on the Board as well as the contributions made by each member at meetings which relate to the
affairs and operations of the Group. The Board is satisfied that a clear division of responsibilities between the leadership
of the Board and the executives responsible for managing the Group’s business and no one individual should represent a
considerable concentration of power.

All the board committees are chaired by Independent Directors and one third of the Board consists of Independent
Directors.

Principle 4: Board Membership

The NC consists of two (2) Independent Non-Executive Directors and one (1) Non-Executive Director, the majority of whom,
including the NC Chairman, are independent:

Mr Danny Lim – Chairman


Mr Lee Keck Keong – Member
Mr Lawrence Ng – Member

The NC, which has written terms of reference, is responsible for making recommendations to the Board on all board
appointments and re-appointments. The key terms of reference of the NC include the following:

– review the size, structure and composition of the Board;

– identify, review and recommend candidates to the Board including the appointment of alternate directors, if any,
board committee, CEO, deputy CEO, chief financial officer and chief risk officer;
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Corporate Governance Report

– recommend to the Board re-nominations of existing directors for re-election in accordance with the Company’s
Articles of Association, taking into account the Director’s competencies, commitment, contribution and
performance;

– establish a process for the selection, appointment and re-appointment of Directors;

– review and approve any new employment of employees related to the Directors, substantial shareholders of the
Company or related persons, including the proposed terms of such employment;

– undertake board succession plans for Directors, in particular, the Chairman and the CEO;

– determine annually whether or not a Director is independent;

– in respect of a Director who has multiple board representations on various companies, if any, to review and decide
whether or not such Director is able to and has been adequately carrying out his duties as a Director, having regard
to the competing time commitments that are faced by the director when serving on multiple boards and discharging
his duties towards other principal commitments;

– review training and professional development programs for the Board;

– make recommendation to the Board in determining the maximum number of listed company board representations
which any Director may hold, and disclose this in the Company’s annual report;

– decide whether or not a Director is able to and has been adequately carrying out his/her duties as a director;

– develop a process for evaluating the performance of the Board, its board committees and Directors by setting
objective performance criteria for the Board and implementing such process for assessing the effectiveness of the
Board as a whole and assessing the contribution of each individual directors to the effectiveness of the Board;

– ensure complete disclosure of key information of Directors in the Company’s annual report as required under the
Code, as amended from time to time.

Directors’ independence review

The NC reviews the independence of each Director annually, and as and when circumstances require.

Annually, each Independent Director is required to complete a Director’s Independence Checklist (the “Checklist”) to
confirm his/her independence. The Checklist is drawn up based on the guidelines provided in the Code. Thereafter, the NC
reviews the Checklist completed by each Independent Director, assess the independence of the Independent Directors and
recommends its assessment to the Board.

The NC has reviewed, determined and confirmed the independence of the Independent Directors. The Board, after taking
into account the views of the NC, determined that Mr Yip Wah Pung, Mr Danny Lim and Mr Lawrence Ng are independent.

Directors’ time commitments and multiple directorships

The NC has adopted internal guidelines addressing competing time commitments that are faced when Directors serve on
multiple boards. The guidelines provide that, as a general rule, each Director should hold no more than five listed company
board representations.

The NC determines annually whether a Director with multiple board representations and/or other principal commitments is
able to and has been adequately carrying out his/her duties as a Director of the Company. The NC takes into account the
respective Directors’ actual conduct on the Board, in making this determination.
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Corporate Governance Report

None of the Directors, save for Danny Lim, has multiple listed company board representation. Danny Lim is an independent
director of Tee Land Limited, a company listed on the Main Board of SGX-ST, and China Star Food Group Limited, a
company listed on the Catalist Board of the SGX-ST. The NC has reviewed and considered Mr Danny Lim’s directorship
in these other listed companies, as well as all Directors’ other principal commitments, and is satisfied that the Directors
have been able to devote sufficient time and attention to the affairs of the Group to adequately discharge their duties as
Directors of the Company. The NC is of the view that each Director’s directorships is in line with the Company’s guideline of
a maximum of five listed company board representations and that each Director has discharged his/her duties adequately.

Process for selection, and appointment of new Directors

The NC has in place formal, written procedures for making recommendations to the Board on the selection and
appointment of Directors. Such procedures would be activated when a vacancy on the Board arises or when the Board
is considering making a new Board appointment either to enhance the core competency of the Board or for purpose of
progressive renewal of the Board.

In identifying suitable candidates, the NC may:

1. Advertise or use the services of external advisers to facilitate a search.

2. Approach alternative sources such as the SID.

3. Consider candidates from a wide range of backgrounds from internal or external sources

After short listing the candidates, the NC shall:

(a) consider and interview all candidates on merit against objective criteria, taking into consideration that appointees
have enough time available to devote himself or herself to the position; and

(b) evaluate and agree to a preferred candidate for recommendation to and appointment by the Board.

Process for re-appointment of Directors

The NC is responsible for re-appointment of Directors. In its deliberations on the re-appointment of existing Directors, the
NC takes into consideration the Director’s contribution and performance.

All Directors submit themselves for re-nomination and re-appointment at regular intervals of at least once every three
years. Article 104 of the Company’s Articles of Association provides that one-third of the Directors (or, if their number is not
a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation and be eligible
for re-election at the Company’s AGM. Pursuant to the one-third rotation rule, Mr. Danny Lim will retire and submit himself
for re-election at the forthcoming AGM.

In addition, pursuant to Article 108 of the Company’s Articles of Association, additional Directors appointed during the year
shall hold office until the next Annual General Meeting and shall then be eligible for re-election. Mr Yip Wah Pung, Mr Ang
Beng Teck, Mr Lee Keck Keong, Mr Lee Jun Yih, Mr Wong See Keong, Mr Lee Jun Lin, Mr Lawrence Ng will retire and seek
to be re-elected at the forthcoming AGM and if re-elected will hold office from the date of the AGM until the next AGM of
the Company

The NC is satisfied that the Directors retiring at the forthcoming AGM are properly qualified for re-appointment by virtue of
their skills, experience and their contribution of guidance and time to the Board’s deliberations.

Mr Lee Keck Keong, Mr Lee Jun Yih, Mr Lee Jun Linn, Mr Wong See Keong and Mr Ang Beng Teck are the shareholders of
the Company. Please refer to page 32 for further information.

Mr Lee Jun Yih and Mr Lee Jun Linn are brothers while Mr Lee Keck Keong is their father. Sim Ai Cheng, who is deemed
interested in 49.17% of the Company’s shares, is the spouse of Mr Lee Keck Keong and the mother of Mr Lee Jun Yih and
Mr Lee Jun Linn.
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Corporate Governance Report

Save as disclosed above, none of the Directors has any material relationships with the other Directors, the Company or its
10% shareholders.

There is no alternate Director on the Board.

Each member of the NC abstains from voting on any resolutions and making any recommendation and or participating in
discussion on matters in which he is interested.

Key information on the Director’s particulars and backgrounds can be found on pages 10 to 11 of the Annual Report.

Principle 5: Board Performance

A review of the Board’s performance is conducted by the NC annually. On the recommendation of the NC, the Board
has adopted an internal process for evaluating the effectiveness of the Board as a whole. Each Board member will be
required to complete an appraisal form to be returned to the NC Chairman for evaluation. Based on the evaluation results,
the NC Chairman will present his recommendations to the Board. The key objective of the evaluation exercise is to obtain
constructive feedback from the Directors to continually improve the Board’s performance.

In evaluating the Board’s performance, the NC considers a set of quantitative and qualitative performance criteria that has
been approved by the Board. The performance criteria for the Board evaluation are in relation to:-

a. Board structure

b. Board process and accountability

c. Access to information

d. Performance monitoring

e. Risk management and internal control

f. Compensation

g. Communication with shareholders

The individual Director’s performance criteria is in relation to the Director’s:

a. Duties including attendance at board meetings, meeting preparation, participation in related activities

b. Interactive skill

c. Contribution of knowledge such as industry or professional expertise, specialist or functional contribution

The NC will implement annual assessment for the evaluation of the effectiveness of the board committees in the next
financial year.

The Board has not engaged any external consultant to conduct an assessment of the performance of the Board and each
individual Director. Where relevant, the NC will consider such an engagement.

The NC has assessed the performance of the Board since its listing in 8 December 2014 and each individual Director, and is
of the view that the performance of the Board as a whole and each individual Director was satisfactory.
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Corporate Governance Report

Principle 6: Access to Information

Complete, adequate and timely information

Management recognises the importance of ensuring the flow of complete, adequate and timely information to the Directors
on an ongoing basis to enable them to make informed decisions to discharge their duties and responsibilities. To allow
Directors sufficient time to prepare for the meetings, all Board and board committee papers are distributed to the Directors
at least 5 days in advance of the meetings. Any additional material or information requested by the Directors is promptly
furnished.

Management’s proposals to the Board for approval provide background and explanatory information such as facts, resources
needed, risk analysis and mitigation strategies, financial impact, regulatory implications, expected outcomes, conclusions
and recommendations. Employees who can provide additional insight into matters to be discussed will be present at
the relevant time during the Board and board committee meetings. In order to keep the Directors abreast of the Group’s
operations, the Directors are also updated on initiatives and developments on the Group’s business as soon as practicable
and/or possible and on an on-going basis.

To facilitate direct access to management, the Directors are also provided with the names and contact details of the
management team.

Company Secretary

The Directors have separate and independent access to the Company Secretary. The Company Secretary is responsible for,
among other things, ensuring that the Board’s procedures are observed and the Company’s Memorandum and Articles of
Association, relevant rules and regulations, including requirements of the Securities and Futures Act, Companies Act and
SGX-ST Listing Manual Section B: Rules of Catalist (“Listing Manual”), are complied with. The Company Secretary also
assists the Chairman and the Board in implementing and strengthening corporate governance practices and processes,
with a view to enhancing long-term shareholder value, as well as assisting the Chairman in ensuring good information flows
within the Board and its board committees and between management and the Non-Executive and Independent Directors.

The Company Secretary attends and prepares minutes for all Board and board committee meetings. As secretary
for all board committees, the Company Secretary assists in ensuring coordination and liaison between the Board, the
board committees and management. The Company Secretary assists the Chairman of the Board, the Chairman of board
committees and management in the development of the agendas for the various Board and board committee meetings.

The appointment and the removal of the Company Secretary are subject to the Board’s approval.

Independent professional advice

The Board has a process for Directors, either individually or as a group, in the furtherance of their duties, to take
independent professional advice, if necessary, at the Group’s expense.

REMUNERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies

The RC consists of two (2) Independent Non-Executive Directors and one (1) Non-Executive Director, the majority of whom,
including the NC Chairman, are independent:

Mr Lawrence Ng – Chairman
Mr Lee Keck Keong – Member
Mr Yip Wah Pung – Member

The RC is responsible for ensuring a formal and transparent procedure for developing policies on executive remuneration,
and for fixing the remuneration packages of individual Directors and key management personnel.
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Corporate Governance Report

The members of the RC carried out their duties in accordance with the terms of reference which include the following:

– recommend to the Board a general framework of remuneration for the Board and key management personnel.

– review and recommend to the Board the specific packages for each Director as well as key management personnel.

– review annually the remuneration packages (including remuneration, bonuses, pay increases or promotions) of
the employees of the Group who are immediate family members of or related to a Director or CEO or substantial
shareholders of the Company so as to ensure that their remuneration packages are in line with the Group’s staff
remuneration guidelines and commensurate with their respective job scopes and level of responsibilities.

– review all aspects of remuneration of the Board and key management personnel including but not limited to
director’s fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits in kind.

– in seeking expert advice in/or outside the Company on Director’s remuneration, the RC shall ensure that existing
relationships, if any, between the Company and its appointed remuneration consultants will not affect the
independence and objectivity of the remuneration consultants.

– In reviewing and making recommendations for remuneration for the Board and key management personnel, the RC
shall consider:

• level and structure of remuneration should be aligned with the long-term interest and risk policies of
the Company, and should be appropriate to attract, retain and motivate (a) the directors to provide good
stewardship of the Company, and (b) key management personnel to successfully manage the Company.

• the use of long-term incentive schemes for Executive Directors and key management personnel.

• that the remuneration of Non-executive Directors should be appropriate to the level of contribution, taking into
account factors such as effort and time spent, and responsibilities of the Directors. Non-Executive Directors
should not be over­compensated to the extent that their independence may be compromised. The RC should
also consider implementing schemes to encourage Non-Executive Directors to hold shares in the Company
so as to better align the interests of such Non-Executive Directors with the interests of shareholders.

• the use of contractual provisions to allow the Company to reclaim incentive components of remuneration
from Executive Directors and key management personnel in exceptional circumstances of misstatement of
financial results, or of misconduct resulting in financial loss to the Company.

• the Company’s obligations arising in the event of termination of the Executive Directors and key management
personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable
termination clauses which are not overly generous. The Company should aim to be fair and avoid rewarding
poor performance.

The Company had on 11 November 2014 adopted a share option scheme known as the Unigloves Employee Share Option
Scheme (the “Unigloves ESOS”) and a share scheme known as the Uniglloves Performance Share Plan (the “Unigloves
PSP”). The RC’s duties also include the administration of the Unigloves ESOS and Unigloves PSP.

The aggregate number of Shares to be issued pursuant to the Unigloves ESOS, when aggregated to the aggregate number
of shares issued and issuable or transferred and to be transferred in respect of all options or awards under any other share
option schemes or share schemes, shall not exceed fifteen percent (15%) of the total number of issued shares (excluding
treasury shares), on the day immediately preceding the date on which an offer to grant an option is made.

The aggregate number of Shares to be issued pursuant to the awards granted under the Unigloves PSP, when aggregated
with the aggregate number of shares over which options are granted under any other share option schemes, shall not
exceed fifteen percent (15%) of the total number of issued shares (excluding treasury shares) from time to time.

The RC from time to time and where necessary will seek advice from the external remuneration consultant in framing the
remuneration policy and determining the level and mix of remuneration for Directors and key management personnel.The
Board has not engaged any external remuneration consultant to advise on remuneration matters for FY2015.
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Corporate Governance Report

None of the members of the RC or any Director is involved in deliberations in respect of any remuneration, compensation
or any form of benefits to be granted to him/her.

Principle 8: Level and Mix of Remuneration


Principle 9: Disclosure of Remuneration

As part of its review, the RC ensures that the Directors and key management personnel are adequately but not excessively
remunerated as compared to industry benchmarks and other comparable companies. The RC also takes into consideration
the Group’s relative performance and the performance of individual Directors and key management personnel. The
Executive Directors are paid a basic salary and is entitled to a discretionary bonus.

Key management personnel are paid basic salary and variable bonus. The variable bonus varies according to the Group’s
performance objectives. The allocation will also be based on the individual performance and their contributions towards the
Group’s performance.

The RC also ensures that the remuneration of the Non-Executive Directors are appropriate to their level of contribution
taking into account factors such as efforts and time spent, and their responsibilities. Non-Executive Directors receive a
basic fee for their services. The RC ensures that the Non-Executive Directors should not be over-compensated to the extent
that their independence may be compromised.

All revisions to the remuneration packages for the Directors and key management personnel are subject to the review by
and approval of the RC and the Board. Directors’ fees are further subject to the approval of the shareholders at the AGM.

The Company has entered into separate service agreement (“Service Agreement”) with the Executive Directors, Mr Ang
Beng Teck, Mr Wong See Keong, Mr Lee Jun Yih and Lee Jun Linn respectively for an initial period of three (3) years from 8
December 2014. The Service Agreements are renewable thereafter unless otherwise terminated by either party giving not
less than six (6) months’ notice in writing to the other.

Pursuant to the terms of the Service Agreements, the Executive Directors are also entitled to a discretionary bonus to
be recommended and determined by the RC. The compensation package, including changes to annual salary and/or the
inclusion of suitable profit sharing terms, may be adjusted as the RC may, determine from time to time.

The Company has also entered into separate employment contracts with the Executive Officers which provides for
remuneration payable to them, annual leave entitlement and termination arrangements.

The Company believes in aligning its level and structure of remuneration with the interests of shareholders to promote
the long-term success of the Company. To initiate this, the Unigloves ESOS and Unigloves PSP have been adopted to link
rewards to eligible employees including Executive Directors, Non-Executive Directors, key management personnel and
other employees based on corporate and individual performance and align their interests with those of shareholders.

Typically the total remuneration mix available comprises annual fixed salary in cash, annual performance-related variable
bonus in cash, and the Unigloves ESOS and Unigloves PSP where appropriate.

During FY2015 and as at 30 June 2015, no options or awards have been granted under the Unigloves ESOS and Unigloves
PSP.

The Company did not engage the services of any remuneration experts to advise on remuneration matters for FY2015.
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Corporate Governance Report

Guideline 9.2 of the Code recommends that companies fully disclose the name and remuneration of each Director and the
CEO. For confidentiality reasons and in view of the competitive pressures in the labour market where the Group operates,
the Board has reviewed and decided to deviate from complying with the above recommendation and has provided below a
breakdown, showing the level and mix of remuneration of each Director and the CEO in bands of S$250,000 for FY2015:

Remuneration Band and Name of Director Salary Bonus Fees Other Total
Benefits
% % % % %
Up to S$250,000
Mr Ang Beng Teck(1) 42 11 36 11 100
Mr Wong See Keong 79 9 – 12 100
Mr Lee Jun Yih 100 – – – 100
Mr Lee Jun Linn 100 – – – 100
Mr Lee Keck Keong – – 100 – 100
Mr Yip Wah Pung – – 100 – 100
Mr Danny Lim – – 100 – 100
Mr Lawrence Ng – – 100 – 100

The table below provides a breakdown, showing the level and mix of remuneration of each of the top three (3) key
management personnel (who are not Directors or the CEO) for FY2015:

Remuneration Band and Name of Key Executive Salary Bonus Fees Other Total
Benefits
% % % % %
Up to S$250,000
Wong Pek Wee 62 28 – 10 100
Terence Yap Seng Keong 90 – – 10 100

$50,000 to below $100,000


Ang Beng Chee(2) 82 12 – 6 100

Notes:

(1)
Mr Ang Beng Teck is an Executive Director and CEO

(2)
Mr Ang Beng Chee is the brother of Mr Ang Beng Teck, the CEO of the Company.

The Company has only three (3) key management personnel.

S$
Aggregate of the total remuneration paid or payable to the top three key management personnel (who are
not Directors or the CEO) 266,828

Save as Mr Ang Beng Chee who is the brother of the CEO as shown above, there is no employee who is an immediate
family member of a Director or the CEO whose remuneration exceeded S$50,000 in FY2015.

Further information on Directors and key management personnel are on pages 10 to 12 of this Annual Report.

There are no termination, retirement and post-employment benefits that may be granted to the Directors, the CEO or the
key management personnel.
Annual Report 2015
24
Corporate Governance Report

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability

The Board is accountable to shareholders and ensures that all material information is fully disclosed in a timely manner
to shareholders in compliance with statutory and regulatory requirements. The Board strives to provide its shareholders a
balanced and understandable assessment of the Group’s performance, position and prospects.

The Board takes steps to ensure compliance with legislative and regulatory requirements, including requirements
under the Catalist Rules, where appropriate. The Independent Directors in consultation with management will request
for management’s consideration for the establishment of written policies for any particular matter that is deemed to be
essential to form part of management control.

Management provides appropriately detailed management accounts of the Group’s performance on a half-yearly basis to
the Board to enable the Board to make a balanced and informed assessment of the Group’s performance, position and
prospects. As and when circumstances arise, the Board can request management to provide any necessary explanation
and/or information on the management accounts of the Group.

For the financial year under review, the CEO and CFO have provided assurance to the Board on the integrity of the financial
statements of the Group.

Principle 11: Risk Management and Internal Controls

The Board, with the assistance from the AC, is responsible for the governance of risk by ensuring that management
maintains a sound system of risk management and internal controls to safeguard shareholders’ interests and the Group’s
assets and determines the nature and extent of the significant risks which the Board is willing to take in achieving its
strategic objectives.

The AC is responsible for making the necessary recommendations to the Board such that an opinion regarding the
adequacy and effectiveness of the risk management and internal control systems of the Group can be made by the Board
in the annual report of the Company according to the requirements of the Listing Manual and the Code.

The Company has engaged an independent accounting firm, IA Essential Sdn Bhd, Malaysia, as its internal auditors
(“Internal Auditors”). The Internal Auditors have presented their internal audit plan to the AC and the Board during FY2015
to assist the AC and the Board in their review of the Group’s risk management and internal control systems focusing on
financial, operational, compliance and information technology controls. The Internal Auditor will commence work during the
end of third quarter of 2015.

Management regularly reviews the Group’s business and operational activities in respect of the key risk control areas
including financial, operational, compliance and information technology controls and continues to apply appropriate
measures to control and mitigate these risks. All significant matters are highlighted to the AC and the Board for further
discussion. The AC and the Board also work with the internal auditors, external auditors and management on their
recommendations to institute and execute relevant controls with a view to managing such risks.

With assistance from the Internal Auditors, key risk areas which have been identified are analysed, monitored and reported.
In this connection, the Group has conducted risk assessment and has established the risk reporting dashboard with a view
to develop a detailed risk register to ensure that the Group’s risk management and internal control systems are adequate
and effective.

Assurance from the CEO and the CFO

The Board has received written assurance from the CEO and the CFO that:

(a) The financial records of the Group have been properly maintained and the financial statements for the financial year
ended 30 June 2015 give a true and fair view of the Group’s operations and finances; and

(b) The system of risk management and internal controls in place within the Group is adequate and effective in
addressing the material risks in the Group in its current business environment including material financial,
operational, compliance and information technology risks.
Annual Report 2015
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Corporate Governance Report

The CEO and the CFO have obtained similar assurance from the business and corporate executive heads in the Group.

Opinion on the adequacy and effectiveness of the risk management and internal control systems

The AC sought the views of the external auditors in making assessment of the internal controls over financial reporting
matters. In addition, based on the internal controls established and maintained by the Group, the work performed by the
internal auditors for the purposes of the initial public offerings of the Company, as well as the assurance received from
the CEO and the CFO, the Board with the concurrence of the AC, is of the opinion that the Group’s risk management and
internal control systems, addressing financial, operational, compliance and information technology risks were adequate and
effective as at 30 June 2015.

The Board notes that the system of risk management and internal controls established by the Group provides reasonable,
but not absolute, assurance that the Group will not be adversely affected by any event that can be reasonably foreseen.
Furthermore, the Board also acknowledges that no system of risk management and internal controls can provide absolute
assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgement in decision
making, human errors, losses, fraud or other irregularities.

Principle 12: Audit Committee

The AC consists of four members, three of whom are Independent Non-Executive Directors, including the AC Chairman:

Mr Yip Wah Pung – Chairman


Mr Danny Lim – Member
Mr Lawrence Ng – Member
Mr Lee Keck Keong – Member

The members of the AC carried out their duties in accordance with the terms of reference which include the following:

– review the significant financial reporting issues and judgements so as to ensure the integrity of the financial
statements of the company and any announcements relating to the Company’s financial performance.

– review and report to the Board annually and effectiveness of the Company’s internal controls, including financial,
operational, compliance and information technology controls

– review the external auditor’s audit plan and results of the external audit, including the evaluation of the system of
internal accounting controls and its cost effectiveness, and the review of the extent of non-audit services provided
by the external auditors;

– review the external auditors’ reports;

– review the scope and results of the internal audit procedures and the internal auditor’s evaluation of the adequacy of
our internal control and accounting system;

– review the interim and annual financial statements and results announcements before submission to our Board for
approval, focusing in particular, on changes in accounting policies and practices, major financial risk areas, significant
adjustments resulting from the audit, compliance with financial reporting standards as well as compliance with the
Catalist Rules and any other statutory/regulatory requirements;

– ensure co-ordination between the internal and external auditors and the management, including considering the
level of assistance given by the management to the auditors, and discuss problems and concerns, if any, arising
from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of our
management where necessary);

– review the scope and results of the external audit, and the independence and objectivity of the

– external auditors;
Annual Report 2015
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Corporate Governance Report

– review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any
relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results
or financial position, and our management’s response;

– make recommendations to the Board on the proposals to the Shareholders on the appointment, reappointment and
removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors;

– review significant financial reporting issues and judgments with the Chief Financial Officer and the external auditors
so as to ensure the integrity of the Company’s financial statements and any formal announcements relating to the
Group’s financial performance before submission to the Board;

– review the adequacy and effectiveness the Group’s internal controls systems with the Chief Financial Officer and
the internal and external auditors including financial, operational, compliance and information technology controls
and report to the Board at least annually;

– review interested person transactions and monitor the procedures established to regulate interested person
transactions to ensure compliance with the Group’s internal control system and the relevant provisions of the
Catalist Rules as well as to ensure that proper measures to mitigate such conflicts of interests have been put in
place;

– review the independence of the external auditors and recommend their appointment or re-appointment,
remuneration and terms of engagement;

– review and approve all hedging policies and instruments implemented by the Group;

– undertake such other reviews and projects as may be requested by the Board and report to the Board its findings
from time to time on matters arising and requiring the attention of the AC;

– review arrangements by which an employee may, in confidence, raise concerns about possible improprieties in
matters of financial reporting and to ensure that arrangements are in place for the independent investigations of
such matter and for appropriate follow-up; and

– undertake generally such other functions and duties as may be required by statute or the Catalist Rules, as
amended, modified or supplemented from time to time.

Apart from the above, the AC shall:

– commission and review the findings of internal investigations into matters where there is any suspected fraud or
irregularity, or failure of internal controls or suspected infringement of any Singapore law, rule or regulation which
has or is likely to have a material impact on the Group’s operating results and/or financial position; and

– commission an annual internal controls audit until such time it is satisfied that the internal controls of the Group
are sufficiently robust and effective in mitigating any key internal control weaknesses the Group may have. Prior
to decommissioning such an internal controls audit, the Board shall report to the Sponsor and the SGX-ST (if
necessary) on the basis to decide to decommission the annual internal controls audit, as well as the measures taken
to rectify key weaknesses in and/or strengthen the internal controls of the Group. Thereafter, the Audit Committee
shall commission such audits as and when it deems fit for the purposes of satisfying itself that the internal controls
of the Group have remained robust and effective. Upon the completion of an internal controls audit, the Board shall
make the appropriate disclosure via the SGXNET of any weaknesses in the Group’s internal controls which may be
material or of a price-sensitive nature, as well as any follow-up actions to be taken by the Board.

The AC has explicit authority to investigate any matter within its term of reference and is authorised to obtain independent
professional advice. It has full access to and co-operation of management and reasonable resources to enable it to
discharge its duties properly. It also has full discretion to invite any Director or executive officer to attend its meetings.
Annual Report 2015
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Corporate Governance Report

Summary of the AC’s activities

The AC met three times during FY2015. Details of members and their attendance at meetings are provided in page 14. The
CFO, Company Secretary and external auditors are invited to these meetings. Other members of management are also
invited to attend, as appropriate, to present reports.

During the financial year, the AC had one meeting with the internal auditors to discuss the internal audit plan and also
followed up the outstanding internal audit points raised by the Internal Auditor for the purposes of the IPO. The AC also met
with the external auditors separately, without the presence of management to enable the external auditors to raise issues
encountered in the course of their work directly to the AC.

During the financial year, the AC received updates from the external auditors during the AC meeting on changes and
amendments to the Companies Act and accounting standards to enable the members of AC to keep abreast of such
changes, and issues which have a direct impact on financial statements.

The AC met at physical meetings or through telephone conference to review the half-year and full year results
announcements, material announcements and all related disclosures to the shareholders before submission to the Board
for approval. In the process, the AC reviewed the audit plan and audit committee report presented by the external auditors.

In the review of financial statement for FY2015, the AC discussed with management, the CFO and the external auditors
the significant accounting policies, judgements and estimates applied by management in preparing the annual financial
statements. The AC focused particularly on:

• Significant adjustments resulting from the audit;

• The appropriateness of the going concern assumption in the preparation of the financial statements; and

• Significant deficiencies in internal controls over financial reporting matters that came to the external auditors’
attention during their audit together with their recommendations.

Following the review and discussions, the AC then recommended to the Board for approval of the audited annual financial
statements.

External audit processes

The AC manages the relationship with the Group’s external auditors, on behalf of the Board. The AC is of the view that
the external auditors. Mazars LLP demonstrated appropriate qualifications and expertise and is also independent of the
Company. It is also satisfied with the adequacy of the scope and quality of the external audits being conducted by Mazars
LLP. Therefore, the AC recommended to the Board that Mazars LLP be re-appointed as the external auditors. The Board
accepted this recommendation and has proposed a resolution to shareholders for the re-appointment of Mazars LLP at the
forthcoming AGM.

The AC undertook a review of the non-audit services provided by the external auditors and is satisfied that the nature and
extent of such services would not prejudice the independence of the external auditors, and has recommended the re-
appointment of the external auditors at the forthcoming AGM.

The aggregate amount of audit and non-audit fees paid or payable to the external auditors for FY2015 are S$142,000 for
audit fees and S$267,800 (tax fees of S$17,800 and IPO related fees of S$250,000) for non-audit fees respectively.

The Company has complied with Rule 712 and Rule 715 of the Catalist Rules in the appointment of its auditor.

Internal audit

During FY2015, the AC has reviewed and assessed the adequacy of the Group’s system of internal controls and regulatory
compliance through discussion with management, internal auditors during the IPO and external auditors.
Annual Report 2015
28
Corporate Governance Report

The AC considered and reviewed with the management and the Internal Auditors on the following:

• Internal audit plans to ensure that the plans covered sufficiently a review of the internal controls of the Group; and

• Significant internal audit observations during the IPO and the management’s response thereto

The AC has reviewed the adequacy and effectiveness of the internal audit function.

Interested person transactions

The AC reviewed the Group’s interested person transactions to ensure that the transactions were carried out on normal
commercial terms and were not prejudicial to the interests of the Company or its non-controlling shareholders. On a half-
yearly basis, management reports to the AC the interested person transactions.

There were no interested person transactions during the financial year under review.

The AC is satisfied that the internal controls over the identification, evaluation, review, approval and reporting of interested
person transactions were effective.

Whistle blowing

The Company has adopted a Whistle-Blowing Policy to provide a channel for employees of the Group to report in good
faith and in confidence their concerns about possible improprieties in matters of financial reporting or other matters. The
AC exercises the overseeing function over the administration of the Whistle-Blowing Policy. The Whistle-Blowing Policy
provides for procedures to validate concerns and for investigations to be carried out independently. The Whistle-Blowing
Policy has been circulated to all employees. The Company will review the current Whistle-Blowing Policy and extend the
policy to external parties such as customers, suppliers, and other stakeholders. Meanwhile, the external parties can lodge
their report, if any, via email at s_vijaya@unigloves.com.my.

Principle 13: Internal Audit

The AC approves the appointment, removal, evaluation and compensation of internal auditors. The internal audit function
of the Group is outsourced to IA Essential Sdn Bhd, Malaysia. The internal auditors’ primary line of reporting is the AC
Chairman. Administratively, the internal auditors report to the CEO. The selection of the internal auditors, its fee proposal
and the internal audit proposal were reviewed and approved by the AC. The internal auditors carry out their function in
accordance to the standards set by the International Standards for the Professional Practice of Internal Auditing set by the
Institute of Internal Auditors.

The primary purpose of the internal audit function is to assist the Board and management to meet the strategic and
operational objectives of the Group, by providing an independent and objective evaluation of the adequacy and effectiveness
of risk management, controls and governance processes. The internal audit approach focuses on key financial, operational,
compliance and information technology risks. The internal audit plan is established in consultation with, but independent of,
management. The internal audit plan is reviewed and approved by the AC. All internal audit findings, recommendations and
status of remediation, are circulated to the AC, the CEO, the external auditors and relevant management.

The AC will ensure that management provides good support to the internal auditors and provides them with access to
documents, records, properties and personnel when requested in order for the internal auditors to carry out their function
accordingly. The AC will meet with the internal auditors once a year, without the presence of management.

The AC, together with the Board have reviewed the effectiveness of the actions taken by management on the
recommendations made by the internal auditors during the IPO. The Board and the AC have outsourced its internal audit
function to IA Essential Sdn Bhd, Malaysia and are of the view that the internal audit is adequately resourced and has the
appropriate standing within the Group
Annual Report 2015
29
Corporate Governance Report

SHAREHOLDERS’ RIGHTS AND RESPONSIBILITIES


Principle 14: Shareholders’ Rights

The Group recognises the importance of maintaining transparency and accountability to its shareholders. The Board
ensures that all the Company’s shareholders are treated equitably and the rights of all investors, including non-controlling
shareholders are protected.

The Group is committed to providing shareholders with adequate, timely and sufficient information pertaining to changes in
the Group’s business which could have a material impact onthe Company’s share price.

The Group strongly encourages shareholder participation during the AGM which will be held in Singapore. Shareholders are
able to proactively engage the Board and management on the Group’s business activities, financial performance and other
business related matters.

Principle 15: Communication with Shareholders

Disclosure of information on a timely basis

The Group is committed to maintaining high standards of corporate disclosure and transparency. The Group values dialogue
sessions with its shareholders. The Group believes in regular, effective and fair communication with shareholders and is
committed to hearing shareholders’ views and addressing their concerns.

Material information is disclosed in a comprehensive, accurate and timely manner via SGXNET, press release and corporate
website. To ensure a level playing field and provide confidence to shareholders, unpublished price sensitive information is
not selectively disclosed. In the event that unpublished material information is inadvertently disclosed to any selected group
in the course of the Group’s interactions with the investing community, a media release or announcement will be released
to the public via SGXNET.

The Group’s corporate website is the key resource of information for shareholders. In addition to the half-yearly and full year
financial results materials, it contains a wealth of investor related information onthe Group, including annual reports, shares
and dividend information and factsheets.

Interaction with shareholders

The Company has outsourced its internal investor relations function to Waterbrooks Consultants Pte Ltd whose contact
details can be found on the Company’s corporate website at http://ughealthcarecorporation.listedcompany.com/

The function of the investor relations include facilitating communications with shareholders and analysts on a regular basis,
attending to their queries or concerns and keeping them apprised of the Group’s corporate developments and finance
performance.

Dividend policy

In the Company’s Offer Document dated 28November 2014 (the “Offer Document”), the Company stated that it does not
have a fixed dividend policy. However, it is also disclosed in the Offer Document that the Board intends to recommend and
distribute dividends of at least 20% of the Group’s net profit after tax for each financial year commencing from the financial
year ending 30 June 2016 (“FY2016”). The form, frequency and amount of future dividends that the Board may recommend
or declare in respect of any particular year or period, will be subject to the factors outlined below as well as other factors
deemed relevant by the Board:

• The Group’s financial position, results of operations and cash flow;

• The ability of the Group’s subsidiaries to make dividend payment to the Company;

• The Group’s expected working capital requirement to support the Group’s future growth;

• The Group’s ability to successfully implement the Group’s future plan and business strategy;
Annual Report 2015
30
Corporate Governance Report

• the passage of new laws, adoption of new regulations or changes to, or in the interpretation or implementation of,
existing laws and regulations governing the Group’s operations;

• general economic conditions and other factors specific to the Group’s industry or specific projects; and

• any other factors deemed relevant by the Board at the material time

Principle 16: Conduct of Shareholders Meetings

The Group supports and encourages active shareholders’ participation at general meetings. The Board believes that general
meetings serve as an opportune forum for shareholders to meet the Board and key management personnel, and to interact
with them. Information on general meetings is disseminated through notices in the annual reports or circulars sent to
all shareholders. The notices are also released via SGXNET and published in local newspapers, as well as posted on the
Company’s website.

The Company’s Articles of Association allows all shareholders to appoint proxies to attend general meetings and vote
on their behalf. As the authentication of shareholder identity information and other related security issues still remain a
concern, the Group has decided, for the time being, not to implement voting in absentia by mail, email or fax.

Separate resolutions on each distinct issue are tabled at general meetings and explanatory notes are set out in the notices
of general meetings where appropriate. All Directors including Chairman of the Board and the respective Chairman of the
AC, NC and RC, management, and the external auditors will be in attendance at general meetings to address any queries
of the shareholders.

The Company will record the minutes of general meetings that include relevant and substantial comments from
shareholders relating to the agenda of the meetings and responses from management. Such minutes will be available to
shareholders upon their request.

Dealing in Securities

The Group has adopted an internal compliance code to provide guidance to its Directors and all employees of the Group
with regard to dealings in the Company’s securities. The code prohibits dealing in the Company’s securities by the Directors
and employees of the Group while in possession of unpublished price sensitive information. Directors and employees
are not allowed to deal in the Company’s securities on short-term considerations and during the one month before the
announcement of the Company’s half-year and full year financial results. The Directors and employees are also required
to adhere to the provisions of the Securities and Futures Act, Companies Act, the Listing Manual and any other relevant
regulations with regard to their securities transactions. They are also expected to observe insider trading laws at all times
even when dealing in securities within the permitted trading period.

Material Contracts

There are no material contracts of the Company or its subsidiaries involving the interest of the CEO, any Director or
controlling shareholder either still subsisting as at 30 June 2015 or if not then subsisting, entered into since the end of the
previous financial year:

Non-Sponsor Fees

For FY2015, the Company paid $560,760, to its sponsor, SAC Capital Private Limited for acting as the issue manager,
sponsor, underwritter and placement agent to the Company’s IPO.
Annual Report 2015
31
Corporate Governance Report

Interested Person Transactions

The Company confirms that there were no interested person transactions during the financial year under review.

The Group does not have a general mandate from shareholders for IPTs pursuant to Rule 920 of the Listing Manual of the
SGX-ST.

Non-Audit Fees

The nature of the non-audit services that were rendered by the Company’s auditors, Mazars LLP, to the Group and their
related fees for FY2015 were as follows:

Fees for tax compliance services to the Group - S$17,800

Use of IPO Proceeds

As at the date of this report, the proceeds raised from the IPO has been utilized as follows:-

Purpose Amount Amount Balance of net proceeds as at


allocated utilised the date of this report
S$ million S$ million S$ million
Expansion of production capacity 3.20 1.50 1.70
Expansion of sales and distribution network 0.65 0.65 –
Developing new products and engaging in research and 0.30 0.30 –
development
General working capital 0.07 0.07
Listing expenses 1.97 1.97 –
Annual Report 2015
32
Report of the Directors

The directors of the Company present their report to the members together with the audited financial statements of the
Group for the financial year ended 30 June 2015 and the statement of financial position and statement of changes in equity
of the Company as at 30 June 2015.

1. Directors

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

Ang Beng Teck (Appointed on 30 September 2014)


Lee Keck Keong (Appointed on 20 November 2014)
Lee Jun Yih (Appointed on 10 November 2014)
Lee Jun Linn (Appointed on 20 November 2014)
Wong See Keong (Appointed on 20 November 2014)
Yip Wah Pung (Appointed on 20 November 2014)
Lim Teck Chai, Danny (Appointed on 21 August 2014)
Ng Lip Chi, Lawrence (Appointed on 20 November 2014)

2. Arrangements to enable directors to acquire shares or debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
objects were, or one of the object was, to enable the directors of the Company to acquire benefits by means of
the acquisition of shares in or debentures of the Company or any other body corporate, except as disclosed in
paragraphs 3 and 5 below.

3. Directors’ interests in shares or debentures

According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Singapore
Companies Act, Cap. 50 (the “Act”), the directors of the Company holding office at the end of the financial year had
no interests in the shares or debentures of the Company and its related corporations except as stated below:

Direct interest Deemed interest

At date of At date of
Name of directors and incorporation/ incorporation/
respective Companies in which date of date of
interest is held appointment At end of period appointment At end of period

The Company
(Ordinary shares)
Lee Keck Keong – – – 92,443,030
Ang Beng Teck – 28,145,710 – –
Lee Jun Yih – 883,000 – 92,443,030
Lee Jun Linn – 396,000 – 92,443,030
Wong See Keong – 9,120,670 – –

The directors’ interests in the shares and options of the Company on 21 July 2015 were the same as at 30 June
2015.
Annual Report 2015
33
Report of the Directors

4. Directors’ contractual benefits

Since the date of incorporation, no director of the Company has received or become entitled to receive a benefit
which is required to be disclosed under Section 201(8) of the Act, by reason of a contract made by the Company
or a related corporation with the director or with a firm of which he is a member, or with a company in which
he has a substantial financial interest, except for salaries, bonuses and other benefits as disclosed in the financial
statements. Certain directors have received remuneration from related corporations in their capacity as directors
and/or executives of those related corporations.

5. Share options

There were no options granted during the financial year to subscribe for unissued shares of the Company or its
subsidiaries.

No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares
of the Company or its subsidiaries.

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

6. Performance Share Plan

There were no awards granted under the performance share plan by the Company or its subsidiaries during the
financial year.

There were no shares issued during the financial year by virtue of exercise of awards to take up unissued shares of
the Company or its subsidiaries.

There were no unissued shares under the performance share plan in the Company or its subsidiaries as at the end
of the financial year.

7. Audit committee

The Audit Committee of the Company comprises four non-executive directors and at the date of this report, they
are:

Yip Wah Pung – Chairman (Appointed on 20 November 2014)


Lee Keck Keong (Appointed on 20 November 2014)
Lim Teck Chai, Danny (Appointed on 21 August 2014)
Ng Lip Chi, Lawrence (Appointed on 20 November 2014)

The Audit Committee has convened three meetings during the year with key management and the internal and
external auditors of the Company.

The Audit Committee carried out its functions in accordance with Section 201B (5) of the Singapore Companies Act.
In performing those functions, the Audit Committee reviews:

i. the audit plan and results of the external audit, including the evaluation of internal accounting controls and its
cost effectiveness, and the independence and objectivity of the external auditors, including the review of the
extent of non-audit services provided by the external auditors to the Group;

ii. the audit plans of the internal auditors of the Group and their evaluation of the adequacy of the Group’s
system of internal accounting controls;

iii. the Group’s interim and annual financial statements and the external auditors’ report on the annual financial
statements of the Group and of the Company before their submission to the board of directors;
Annual Report 2015
34
Report of the Directors

7. Audit committee (Continued)

iv. the half-yearly and annual announcements as well as the related press releases on the results of the Group
and financial position of the Group and of the Company;

v. the adequacy of the Group’s risk management processes;

vi. the Group’s compliance with legal requirements and regulations, including the related compliance policies
and programmes and reports received from regulators, if any;

vii. interested person transactions in accordance with SGX listing rules;

viii. Nomination of external auditors and approval of their compensation; and

ix. Submission of report of actions and minutes of the audit committee to the board of directors with any
recommendations as the audit committee deems appropriate.

The Audit Committee has full access to and has the co-operation of the management and has been given the
resources required for it to discharge its function properly. It also has full discretion to invite any director and
executive officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit
Committee.

The Audit Committee has recommended to the directors the nomination of Mazars LLP for re-appointment as
external auditors of the Group at the forthcoming AGM of the Company.

8. Auditors

The auditors, Mazars LLP, have expressed their willingness to accept re-appointment.

On behalf of the directors

Ang Beng Teck Lee Jun Yih


Director Director

Singapore
29 September 2015
Annual Report 2015
35
Statement by Directors

In the opinion of the directors,

(a) the financial statements of the Group and the statement of financial position and statement of changes in equity of
the Company are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company
as at 30 June 2015, and of the results, changes in equity and cash flows of the Group and changes in equity of the
Company for the financial year then ended; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.

The Board of Directors has, on the date of this statement, authorized these financial statements for issue.

On behalf of the directors

Ang Beng Teck Lee Jun Yih


Director Director

Singapore
29 September 2015
Annual Report 2015
36
Independent Auditors’ Report
TO THE MEMBERS OF UG HEALTHCARE CORPORATION LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of UG Healthcare Corporation Limited (the “Company”) and its
subsidiaries (the “Group”) which comprise the statements of financial position of the Group and of the Company as at
30 June 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows of the Group
and the changes in equity of the Company for the financial year then ended, and a summary of significant accounting
policies and other explanatory information, as set out on pages 38 to 83.

Management’s responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Singapore Companies Act, Cap 50 (the “Act”) and Singapore Financial Reporting Standards, and for
devising and maintaining a system of internal accounting controls sufficient to provide reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they
are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to
maintain accountability of assets.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors
consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
.
Annual Report 2015
37
Independent Auditors’ Report
TO THE MEMBERS OF UG HEALTHCARE CORPORATION LIMITED

Opinion

In our opinion, the financial statements of the Group and the statement of financial position and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial
Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June
2015 and the results, changes in equity and cash flows of the Group and changes in equity of the Company for the financial
year ended on that date.

Report on Other Legal and Regulatory Requirement

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

MAZARS LLP
Public Accountants and
Chartered Accountants
Singapore

29 September 2015
Annual Report 2015
38
Consolidated Statement of Profit or Loss
and other Comprehensive Income
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Note Group
2015 2014
$’000 $’000

Revenue 5 55,740 49,009

Cost of sales (44,191) (38,807)


Gross profit 11,549 10,202

Other items of income


Other income 6 1,394 500

Other items of expense


Marketing and distribution expenses (1,332) (343)
Administrative expenses (6,859) (4,275)
Other expenses (144) (160)
IPO expenses (817) (73)
Finance costs 7 (347) (285)
Share of profits from associates 513 564
Profit before income tax 8 3,957 6,130
Income tax expense 9 (1,025) (1,218)

PROFIT FOR THE YEAR 2,932 4,912

Other comprehensive loss:


Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations (2,471) (598)
Other comprehensive loss for the year, net of tax (2,471) (598)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 461 4,314

Profit/(Loss) attributable to:


Owners of the Company 3,164 4,900
Non-controlling interests (232) 12
2,932 4,912
Total comprehensive income attributable to:
Owners of the Company 707 4,292
Non-controlling interests (246) 22
461 4,314

Earnings per share attributable to


owners of the Company (cents)
Basic and diluted 10 1.68 2.61

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.
Annual Report 2015
39
Statements of Financial Position
AS AT 30 JUNE 2015

Note Group Company


2015 2014 2015
$’000 $’000 $’000

ASSETS
Non-current assets
Subsidiaries 11 – – 30,802
Associates 12 4,765 4,555 –
Property, plant and equipment 13 14,479 12,853 –
Intangible assets 14 326 – –
Deferred tax assets 15 74 – –
Total non-current assets 19,644 17,408 30,802

Current assets
Inventories 16 10,233 9,019 –
Amount due from subsidiaries 17 – – 921
Derivative financial instruments 18 – 95 –
Trade and other receivables 19 14,833 10,065 30
Cash and bank balances 20 7,101 3,781 3,549
Total current assets 32,167 22,960 4,500
Total assets 51,811 40,368 35,302

EQUITY AND LIABILITIES


Equity
Share capital 21 36,243 3,988 36,243
Reserves 22 (28,363) 38 –
Retained earnings 29,060 25,957 (1,076)

Equity attributable to owners of the Company 36,940 29,983 35,167


Non-controlling interests 163 101 –
Total equity 37,103 30,084 35,167

Non-current liabilities
Deferred tax liabilities 15 953 388 –
Bank borrowings 23 4,078 4,300 –
Total non-current liabilities 5,031 4,688 –

Current liabilities
Income tax payable – 18 –
Derivative financial instruments 18 571 – –
Bank borrowings 23 1,881 1,476 –
Trade and other payables 24 7,225 4,102 135
Total current liabilities 9,677 5,596 135
Total liabilities 14,708 10,284 135
Total equity and liabilities 51,811 40,368 35,302

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.
40
Attributable to equity holders of the Company
Currency
translation Merger Non-
Share Reserve Reserves Retained controlling Total
capital (Note 22) (Note 22) earnings Total interests equity
GROUP $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 July 2013 1,281 646 – 21,120 23,047 99 23,146


Annual Report 2015

Profit for the year – – – 4,900 4,900 12 4,912


Other comprehensive income/(loss):
Exchange differences on translating foreign operations – (608) – – (608) 10 (598)
Total comprehensive income/(loss) for the year – (608) – 4,900 4,292 22 4,314
Issuance of shares (Note 21) 2,824 – – – 2,824 – 2,824
Distributions (Note 21) (117) – – – (117) – (117)
Dividends (Note 33) – – – (63) (63) (20) (83)
At 30 June 2014 3,988 38 – 25,957 29,983 101 30,084
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Adjustment pursuant to the Restructuring Exercise


(Note 2) (3,988) – – – (3,988) – (3,988)
Issuance of shares (Note 21) 37,694 – (25,940) – 11,754 243 11,997
Initial public offering (“IPO”) expenses (1,451) – – – (1,451) – (1,451)

Profit for the year – – – 3,164 3,164 (232) 2,932


Other comprehensive income/(loss):
Exchange differences on translating foreign operations – (2,457) – – (2,457) (14) (2,471)
Dilution of equity in a subsidiary – (4) – (61) (65) 65 –
Total comprehensive income/(loss) for the year – (2,461) – 3,103 642 (181) 461
At 30 June 2015 36,243 (2,423) (25,940) 29,060 36,940 163 37,103
Statements of Changes in Equity

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.
Annual Report 2015
41
Statements of Changes in Equity
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Share capital Retained earnings Total


COMPANY $’000 $’000 $’000

At 21 August 2014 (Date of incorporation) * – *

Issuance of shares (Note 21) 37,694 – 37,694

Total comprehensive loss for the financial period – (1,076) (1,076)

IPO expenses (1,451) – (1,451)


Balance at 30 June 2015 36,243 (1,076) 35,167

* Denotes amount less than $1,000

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.
Annual Report 2015
42
Statement of Cash Flows
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

Note Group
2015 2014
$’000 $’000

Operating activities
Profit before income tax 3,957 6,130

Adjustments for:
Share of profits from associates (513) (564)
Bad debts write off – 1
Depreciation of property, plant and equipment 917 832
Fair value loss/(gain) of derivative financial instruments 696 (394)
Property, plant and equipment written off (1) –
Negative goodwill 11 (100) –
Interest expense 347 285
Interest income (47) (48)
Unrealised exchange differences 7 (364)

Operating cash flows before movements in


working capital 5,263 5,878

Movements in working capital


Inventories (748) (2,280)
Trade and other receivables (4,092) 611
Amount due from a director – 40
Trade and other payables 3,124 (602)

Cash generated from operations 3,547 3,647


Interest paid (347) (285)
Income taxes paid (1,217) (1,435)
Net cash from operating activities 1,983 1,927

Investing activities
Additional investment in associates – (2,303)
Acquisition of property, plant and equipment 13 (3,606) (1,144)
Fixed deposits pledged to bank – (24)
Interest received 47 48
Acquisition of a subsidiary, net of cash acquired 11 151 –
Acquisition of intangible assets (142) –
Net cash used in investing activities (3,550) (3,423)

Financing activities
Dividend paid – (83)
Share issue expenses (1,451) –
Drawdown of borrowings 834 –
Repayment of borrowings (818) (894)
Proceeds from issuance of shares 6,192 2,824
Net cash from financing activities 4,757 1,847

Net increase in cash and cash equivalents 3,190 351


Cash and cash equivalents at beginning of financial year 2,678 2,394
Effect of currency translation on cash and cash equivalents 37 (67)
Cash and cash equivalents at end of financial year 20 5,905 2,678

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.
Annual Report 2015
43
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General

UG Healthcare Corporation Limited (the “Company”) (Registration Number 201424579Z) was incorporated on 21
August 2014 and is domiciled in Singapore and is listed on the Catalist Board of the Singapore Exchange Securities
Trading Limited (the “SGX-ST”).

The principal place of business at Lot 3 & 4/4150 Senawang Industrial Estate, 70450 Seremban, Negeri Sembilan
Darul Khusus, Malaysia and registered office at 21 Merchant Road #04-01 Royal Merukh S.E.A. Building Singapore
058267.

The principal activity of the Company is that of investment holding.

The principal activities of the respective subsidiaries are disclosed in Note 11 to the financial statements.

There are no comparative figures for the Company at 30 June 2014, as the Company was only incorporated on
21 August 2014.

The financial statements of the Group, and the statement of financial position and statement of changes in equity
of the Company for the financial year ended 30 June 2015 were authorised for issue by the Board of Directors on
29 September 2015.

2. Restructuring exercise

The Company was incorporated on 21 August 2014 under the name of UG Healthcare Corporation Pte. Ltd.. On
incorporation, the issued and paid-up share capital of the Company was $1 comprising 1 ordinary shares.

To consolidate the business activities of the Group, a restructuring exercise was undertaken as follows.

2.1 Acquisition of Unigloves (Singapore) Pte Ltd

The Company acquired 100% of the share capital of Unigloves (Singapore) Pte Ltd which was incorporated
on 24 May 2014 for a consideration of $1 which was determined based on the net asset value of Unigloves
(Singapore) Pte Ltd as at 30 June 2014. The consideration was satisfied by the issue of 1 ordinary shares in
the capital of the Company to the then shareholder of Unigloves (Singapore) Pte Ltd as follows:

Name Number of Shares

Lee Jun Yih 1

2.2 Acquisition of Unigloves GmbH

Pursuant to a sale and purchase agreement dated 7 October 2014, the Company acquired 20% of the share
capital of Unigloves GmbH for a consideration of $3,926,167 which was determined based on the net asset
value of Unigloves GmbH and its subsidiaries as at 30 June 2014. The consideration was satisfied by the issue
of 3,926,167 ordinary shares in the capital of the Company to the then shareholders of Unigloves GmbH as
follows:

Name Number of Shares

Ang Beng Teck 1,963,083


Lee Keck Keong 1,963,084
3,926,167
Annual Report 2015
44
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

2. Restructuring exercise (Continued)

2.3 Acquisition of N.S. Uni-Gloves Sdn. Bhd.

Pursuant to a sale and purchase agreement dated 2 October 2014, the Company acquired 100% of the share
capital of N.S. Uni-Gloves Sdn. Bhd. for a consideration of $24,321,785 which was determined based on the
net asset value of N.S. Uni-Gloves Sdn. Bhd. and its subsidiaries as at 30 June 2014. The consideration was
satisfied by the issue of 24,321,785 ordinary shares in the capital of the Company to the then shareholders
of N.S. Uni-Gloves Sdn. Bhd. as follows:

Name Number of Shares

Ang Beng Wei 243,218


Phang Ai Sim 486,436
Ang Beng Yong @ Ang Tian Soo 1,520,111
Ang Beng Chee 729,653
Cinzing Beauty Products (M) Sdn Bhd 8,877,452
Lee Keck Keong 1,702,525
Ang Beng Hoon 243,218
Ang Bing Wan 486,436
Tean @ Ang Beng Choo 1,337,698
Ang Beng Teck 3,266,075
Wong See Keong 1,824,134
Gantang Prestasi Sdn Bhd 3,604,829
24,321,785

2.4 Acquisition of Unigloves (UK) Limited

Pursuant to a sale and purchase agreement dated 9 October 2014, the Company acquired 55% of the share
capital of Unigloves (UK) Limited for a consideration of $221,493 which was determined based on the net
asset value of Unigloves (UK) Limited as at 30 June 2014. The consideration was satisfied by the issue of
221,493 ordinary shares in the capital of the Company to the then shareholders of Unigloves (UK) Limited as
follows:

Name Number of Shares

Ang Beng Teck 110,747


Lee Keck Keong 110,746
221,493

2.5 Acquisition of Shanghai Full-10 International Trading Co. Ltd.

Pursuant to a share transfer agreement dated 1 September 2014, the Company acquired 100% of the
share capital of Shanghai Full-10 International Trading Co. Ltd. for a consideration of $929,299 which was
determined based on the net asset value of Shanghai Full-10 International Trading Co. Ltd. as at 30 June
2014. The consideration was satisfied by the issue of 929,299 ordinary shares in the capital of the Company
to the then shareholders of Shanghai Full-10 International Trading Co. Ltd. as follows:

Name Number of Shares

Lee Keck Keong 560,783


Lee Jun Yih 368,516
929,299
Annual Report 2015
45
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

2. Restructuring exercise (Continued)

2.6 Acquisition of UG Healthcare (USA) Inc

Pursuant to a sale and purchase agreement dated 9 October 2014, the Company acquired 50% of the share
capital of UG Healthcare (USA) Inc for a consideration of $578,472 which was determined based on the net
asset value of UG Healthcare (USA) Inc as at 30 June 2014. The consideration was satisfied by the issue of
578,472 ordinary shares in the capital of the Company to the then shareholders of UG Healthcare (USA) Inc
as follows:

Name Number of Shares

Ang Beng Teck 289,236


Lee Keck Keong 289,236
578,472

2.7 Acquisition of Uni-Medical Healthcare Limited

Pursuant to a sale and purchase agreement dated 9 October 2014, the Company acquired 75% of the share
capital of Uni-medical Healthcare Limited which was only incorporated on 1 August 2014 for a consideration
of $525,000 which was determined based on the net asset value of Uni-medical Healthcare Limited as at 13
September 2014. The consideration was satisfied by the issue of 525,000 ordinary shares in the capital of the
Company to the then shareholders of Uni-medical Healthcare Limited as follows:

Name Number of Shares

Lee Jun Yih 525,000

The above restructuring exercise is considered to be acquisitions of equity interests by entities under
common control and therefore the entities acquired by the Group pursuant to the restructuring have been
accounted for in a manner similar to the pooling-of-interests method. Accordingly, the assets and liabilities of
these entities have been included in the consolidated financial statements at their historical carrying amounts.
Although the agreement was entered into subsequent to the year end, the consolidated financial statements
present the financial condition, results of operations and cash flows as if the restructuring has occurred as of
the beginning of the earliest period presented. No adjustments are made to reflect fair values or recognise
any new assets or liabilities as a result of the restructuring exercise.

All intra-group transactions and balances have been eliminated on combination.

3. Summary of significant accounting policies

3.1 Basis of preparation



The financial statements of the Group and the statement of financial position and statement of changes in
equity of the Company have been drawn up in accordance with the provisions of the Singapore Companies
Act, Chapter 50 and Singapore Financial Reporting Standards (“FRS”) including related Interpretations of
FRS (“INT FRS”) and are prepared on the historical cost basis, except as disclosed in the accounting policies
below.

The individual financial statements of each Group entity are measured and presented in the currency of the
primary economic environment in which the entity operates (its functional currency). The financial statements
of the Group and statement of financial position of the Company are presented in Singapore dollar (“$”)
which is also the functional currency of the Company, and all values presented are rounded to the nearest
thousand (“$’000”), unless otherwise indicated.
Annual Report 2015
46
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.1 Basis of preparation (Continued)

In the current financial year, the Group has adopted all the new and revised FRS and INT FRS below that are
relevant to its operations and effective for the annual periods beginning or after 1 July 2014. The adoption of
these new/revised FRS and INT FRS did not result in changes to the Group’s accounting policies and has no
material effect on the amounts reported for the current or prior years.

FRS and INT FRS issued and effective

Effective date
(annual periods
beginning on or
after)

FRS 27 Separate financial statements 1 January 2014


FRS 28 Investments in associates and joint ventures 1 January 2014
FRS 36 Amendments to FRS 36: Recoverable amount disclosures for non- 1 January 2014
financial assets
FRS 110 Consolidated financial statements 1 January 2014
FRS 110, Amendments to FRS 110, FRS 111, FRS 112, FRS 27 (2011) and FRS 28 1 January 2014
FRS 111, (2011): Mandatory effective date
FRS 112,
FRS 27 &
FRS 28
FRS 110, Amendments to FRS 110, FRS 111 and FRS 112: Transition guidance 1 January 2014
FRS 111 &
FRS 112
FRS 110, Amendments to FRS 110, FRS 112 and FRS 27: Investment entities 1 January 2014
FRS 112 and
FRS 27
FRS 112 Disclosure of interests in other entities 1 January 2014
Annual Report 2015
47
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.1 Basis of preparation (Continued)

FRS and INT FRS issued but not yet effective

At the date of authorisation of these financial statements, the following FRS and INT FRS that are relevant to
the Group were issued but not yet effective:

Effective date
(annual periods
beginning on or
after)

FRS 16, Amendments to FRS 16 and FRS 38: Clarification of Acceptance 1 January 2016
FRS 38 Methods of Depreciation and Amortisation
FRS 19 Amendments to FRS 19: Defined Employee Plans: Employee 1 July 2014
Contributions
FRS 110, Amendments to FRS 110 and FRS 28: Sale or Contribution of Assets 1 January 2016
FRS 28 between an Investor and its Associate or Joint Venture
FRS 27 Amendments to FRS 27: Equity Method in Separate Financial 1 January 2016
Statements
FRS 109 Financial Instruments 1 January 2018
Various Improvements to FRSs (January 2014) Various
Various Improvements to FRSs (February 2014) Various
Various Improvements to FRSs (November 2014) Various

Consequential amendments were also made to various standards as a result of these new/revised standards.

The Group has not early adopted any of the above new/revised standards, interpretations and amendments
to the existing standards in 2014. Management is in the process of making an assessment of their impact
and is not yet in a position to state whether any substantial changes to the Group’s significant accounting
policies and presentation of the financial information will be resulted.

3.2 Basis of consolidation

The financial statements of the Group comprise the financial statements of the Company and its subsidiaries.
Subsidiaries are entities (including structured entities) (i) over which the Group has power and the Group
is (ii) able to use such power to (iii) affect its exposure, or rights, to variable returns from then through its
involvement with them.

The Group reassesses whether it controls the subsidiaries if facts and circumstance indicate that there are
changes to the one or more of the three elements of control.
Annual Report 2015
48
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.2 Basis of consolidation (Continued)

When the Group has less than a majority of the voting rights of an investee, it still has power over the
investee when the voting rights are sufficient, after considering all relevant facts and circumstances, to give
it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers, among
others, the extent of its voting rights relative to the size and dispersion of holdings of the other vote holders,
currently exercisable substantive potential voting rights held by all parties, rights arising from contractual
arrangements and voting patterns at previous shareholders’ meetings.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective
date on which control ceases, as appropriate.

Intra-group assets and liabilities, equity, income, expenses and cashflows relating to intragroup transactions
are eliminated on consolidation.

The financial statements of the subsidiaries used in the preparation of the financial statements are prepared
for the same reporting date as that of the Company. Where necessary, accounting policies of subsidiaries
have been changed to ensure consistency with the policies adopted by the Group.

Non-controlling interests are identified separately from the Group’s equity therein. On an acquisition-
by-acquisition basis, non-controlling interests may be initially measured either at fair value or at their
proportionate share of the fair value of the acquiree’s identifiable net assets. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the
non-controlling interests’ share of subsequent changes in equity. Losses in the subsidiary are attributed to
non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions. Any differences between the amount by which the non-controlling interests are adjusted
to reflect the changes in the relative interests in the subsidiary and the fair value of the consideration paid or
received is recognised directly in equity and attributed to the owners of the Company.

When the Group loses control over a subsidiary, the profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary
and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation
to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings)
in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value
of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and
Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly
controlled entity.

Investments in subsidiaries are carried at cost less any impairment loss that has been recognised in profit or
loss in the Company’s separate financial statements.
Annual Report 2015
49
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.2 Basis of consolidation (Continued)

Common Control Business Combination Outside the Scope of FRS 103 Business Combinations “FRS 103”

A business combination involving entities under common control is a business combination in which all the
combining entities or businesses are ultimately controlled by the same party or parties both before and
after the business combination, and that control is not transitory. A business combination involving common
control entities, are outside the scope of FRS 103. For such common control business combinations, the
pooling-of-interest method is used to include the assets, liabilities, results, equity changes and cash flows of
the combining entities in the consolidated financial statements.

In applying pooling-of-interest method, financial statement items of the combining entities or businesses
for the reporting period in which the common control combination occurs, and for any comparative periods
disclosed, are included in the consolidated financial statements of the combined entity as if the combination
had occurred from the date when the combining entities or businesses first came under the control of the
controlling party or parties.

A single uniform set of accounting policies is adopted by the combined entity. Therefore, the combined entity
recognises the assets, liabilities and equity of the combining entities or businesses at the carrying amounts
in the consolidated financial statements of the controlling party or parties prior to the common control
combination. The carrying amounts are included as if such combined entity’s accounting policies and applying
those policies to all periods presented. There is no recognition of any goodwill or excess of the acquirer’s
interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over
cost at the time of the common control combination. The effects of all transactions between the combining
entities or businesses, whether occurring before or after the combination, are eliminated in preparing the
consolidated financial statements of the combined entity.

Non-controlling interests are identified separately from the Group’s equity therein. On an acquisition-
by-acquisition basis, non-controlling interests may be initially measured either at fair value or at their
proportionate share of the fair value of the acquiree’s identifiable net assets. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the
non-controlling interests’ share of subsequent changes in equity. Losses in the subsidiary are attributed to
non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The financial statements were prepared based on the audited financial statements of subsidiaries which were
prepared in accordance with FRS for the purpose of consolidation. The subsidiaries maintain their accounting
records and prepare the relevant statutory financial statements in accordance with the accounting standards
and legislations of the Generally Accepted Accounting Principle (GAAP) in the respective countries.

In line with the objective of the restructuring exercise and to reflect the financial position and performance of
UG Healthcare Corporation Pte. Ltd., all the Group’s associates are assumed to have been held from the date
the entity had been under common control despite the Group acquiring the shareholding of the associates
from the directors of the Company only on after the end of the financial year ended 30 June 2014.

3.3 Subsidiary

In the Company’s separate financial statements, investments in subsidiary companies are accounted for at
cost less any accumulated impairment losses, if any.
Annual Report 2015
50
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.4 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the
ordinary course of the Group’s activities. Revenue is shown net of estimated customer returns, rebates and
other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when the Group has transferred to the buyer the significant
risks and rewards of ownership of the goods; retains neither continuing managerial involvement to the degree
usually associated with ownership nor effective control over the goods sold; is able to reliably measure the
amount of revenue and the costs incurred or to be incurred in respect of the transaction; and assesses that it
is probable for the economic benefits associated with the transaction to flow to the entity.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable.

3.5 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use
or sale. Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to construction
or development expenditures that are financed by general borrowings. Investment income earned on the
temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from
the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

3.6 Retirement benefit costs

Payments to defined contribution retirement benefit plans are charged as an expense as they fall due.
Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident
Fund, are dealt with as payments to defined contribution plans where the Group’s obligations under the plans
are equivalent to those arising in a defined contribution retirement benefit plan.

3.7 Employee leave entitlements

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made
for the estimated liability for annual leave as a result of services rendered by employees up to the end of the
financial year.

3.8 Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
profit or loss because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is
calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where
the Company and subsidiaries operate by the end of the financial year.
Annual Report 2015
51
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.8 Income tax (Continued)

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and are
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries
and associates, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled
or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the financial year and based on the tax consequence that will follow from the manner in which
the Group expects, at the end of the financial year, to recover or settle the carrying amounts of its assets
and liabilities. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate
to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or
where they arise from the initial accounting for a business combination.

Revenue, expenses and assets are recognised net of the amount of sales tax except:

• when the sales tax that is incurred on purchases is not recoverable from the tax authorities, in which
case the sales tax is recognised as part of cost of acquisition of the asset or as part of the expense
item as applicable; and

• Receivables and payables that are stated with the amount of sales tax included.

3.9 Foreign currency transactions and translation

Foreign currency transactions are translated into the individual entities’ respective functional currencies at the
exchange rates prevailing on the date of the transaction. At the end of each financial year, monetary items
denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the
rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items
are included in profit or loss for the year. Exchange differences arising on the retranslation of non-monetary
items carried at fair value are included in profit or loss for the year except for differences arising on the
retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity.
For such non-monetary items, any exchange component of that gain or loss is also recognised directly in
equity.
Annual Report 2015
52
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.9 Foreign currency transactions and translation (Continued)

Exchange differences relating to assets under construction for future productive use, are included in the cost
of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing
at the end of the financial year. Income and expense items (including comparatives) are translated at the
average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any,
are classified as equity and transferred to the Group’s translation reserve. Such translation differences are
recognised in profit or loss in the period in which the foreign operation is disposed of.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities
(including monetary items that, in substance, form part of the net investment in foreign entities), and of
borrowings and other currency instruments designated as hedges of such investments, are taken to the
foreign currency translation reserve.

3.10 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses. The cost of property, plant and equipment includes its purchase price and any costs
directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management. Dismantlement, removal or restoration costs are included
as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration
is incurred as a consequence of acquiring or using the property, plant and equipment.

Subsequent expenditure relating to property, plant and equipment is added to the carrying amount of the
asset only when it is probable that future economic benefits associated with the item will flow to the entity
and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised
in profit or loss when incurred.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the
straight-line method, on the following bases:

• Leasehold land over the lease period of 50 to 73 years


• Leasehold buildings 2%
• Plant, machinery and equipment 5% to 20%
• Motor vehicles 20%
• Funiture and fittings 10% to 12%

No depreciation is charged on construction-in-progress as they are not yet in use as at the end of the financial
year.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.

The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as
appropriate, at the end of each financial year.

Fully depreciated property, plant and equipment are retained in the financial statements until they are no
longer in use.
Annual Report 2015
53
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.11 Intangible assets

Customer base

The customer base was acquired and recognised based on the fair value of consideration paid. This customer
base is measured at cost less any impairment loss as it has indefinite useful lives.

Business licence

The business licence was acquired in a business combination and recognised based on the fair value of
consideration paid. This business licence is measured at cost less any impairment loss as it has indefinite
useful lives.

3.12 Associate

An associate is an entity over which the Group has significant influence, being the power to participate in the
financial and operating policy decisions of the entity but is not control or of joint control of those policies, and
generally accompanying a shareholding of 20% or more of the voting power.

Investments in associates are carried at cost less any impairment loss that has been recognised in profit or
loss in the Company’s separate financial statements

The results and assets and liabilities of an associate are incorporated in these financial statements using
the equity method of accounting. Under the equity method, investments in associates are carried at cost
as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any
impairment loss of individual investments. Losses in an associate in excess of the Group’s interest in that
associate (which includes any long-term interests that, in substance, form part of the Group’s net investment
in the associate) are not recognised, unless the Group has incurred legal or constructive obligations or made
payments on behalf of the associate.

Unrealised profits and losses are eliminated to the extent of the Group’s interest in the associate. Unrealised
losses are also eliminated in the same way as unrealised gains, but only to the extent that there is no
impairment.

3.13 Impairment of assets

The Group reviews the carrying amounts of its assets as at each reporting date to assess for any indication
of impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). 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.

Irrespective of whether there is any indication of impairment, the Group also tests its intangible assets with
indefinite useful lives for impairment annually by comparing their respective carrying amounts with their
corresponding recoverable amounts.

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

An impairment loss for the amount by which the asset’s carrying amount exceeds the recoverable amount is
recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately
in profit or loss.
Annual Report 2015
54
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.14 Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and
allocating the interest income or expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash receipts or payments (including all fees on points paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial instrument, or where appropriate, a shorter period, to the net
carrying amount of the financial instrument. Income and expense are recognised on an effective interest
basis for debt instruments other than those financial instruments at fair value through profit or loss.

Financial assets

All financial assets are recognised on a trade date - the date on which the Group commits to purchase or sell
the asset. They are initially measured at fair value, plus transaction costs.
The Group’s financial assets consists only loans and receivables.

Loans and receivables

The Group’s loans and receivables comprise trade and other receivables, and bank balances and fixed
deposits.

Such loans and receivables are non-derivatives with fixed or determinable payments that are not quoted in
an active market. They are measured at amortised cost, using the effective interest method less impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the
recognition of interest would be immaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each financial year. Financial assets
are impaired where there is objective evidence that, as a result of one or more events that occurred after
the initial recognition of the financial asset, the estimated future cash flows of the investment have been
impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the
asset’s carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate.

The carrying amounts of all financial assets are reduced by the impairment loss directly with the exception of
trade receivables where the carrying amount is reduced through the use of an allowance account. Changes
in the carrying amount of the allowance account are recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment loss was recognised, the previously recognised
impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at
the date the impairment is reversed does not exceed what the amortised cost would have been had the
impairment not been recognised.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the
asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of
ownership of the financial asset and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to
recognise the financial asset and also recognises a collateralised borrowing for the proceeds receivables.
Annual Report 2015
55
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.14 Financial instruments (Continued)

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue
costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial
liabilities.

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for
trading or it is designated as such upon initial recognition.

Other financial liabilities

Trade and other payables

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost, where applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.

Borrowings

Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest method. Any difference between the proceeds (net
of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the
borrowings in accordance with the Group’s accounting policy for borrowing costs (see above).

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or they expire.

Derivative financial instruments

The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk,
comprising foreign exchange forward contracts.

Derivatives are initially recognised at their fair values at the date the derivative contract is entered into and are
subsequently re-measured to their fair values at the end of each financial year. The method of recognising the
resulting gain or loss depends on whether the derivative is designated and effective as a hedging instrument,
and if so, the nature of the item being hedged.

Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are
recognised in profit or loss when the changes arise.
Annual Report 2015
56
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs comprise direct materials and,
where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories
to their present location and condition. Cost is measured based on standard cost which approximates actual
cost. Net realisable value represents the estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution.

3.16 Cash and bank balances

Cash and bank balances comprise cash on hand and demand deposits, and other short-term highly liquid
investments which are readily convertible to known amounts of cash and are subject to insignificant risk of
changes in value.

3.17 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards incidental to ownership of the leased assets to the lessee. All other leases are classified as
operating leases.

Operating leases

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term
of the relevant lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases
are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised
as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-
line basis, except where another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.

3.18 Contingencies

A contingent liability is:

(a) a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group; or

(b) a present obligation that arises from past events but is not recognised because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Group.

Contingencies are not recognised on the statement of financial position of the Group, except for contingent
liabilities assumed in a business combination that are present obligations and which the fair value can be
reliably determined.
Annual Report 2015
57
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

3. Summary of significant accounting policies (Continued)

3.19 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the group of executive directors
and the chief executive officer who make strategic decisions.

4. Critical accounting judgements and key sources of estimation uncertainty

The Group made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that
were not readily apparent from other sources in the application of the Group’s accounting policies. Estimates and
judgements are continually evaluated and are based on historical experience and other factors that are considered to
be reasonable under the circumstances. Actual results may differ from the estimates.

4.1 Critical judgements made in applying the Group’s accounting policies

Determination of functional currency

The Group measures foreign currency transactions in the respective functional currencies of the Company
and its subsidiaries. In determining the functional currencies of the respective entity in the Group, judgement
is required to determine the currency that mainly influences sales prices of goods and services and of
the country whose competitive forces and regulations mainly determines the sales prices of its goods
and services. The functional currencies of the entities in the Group are determined based on the local
management’s assessment of the economic environment in which the entities operate and the respective
entities’ process of determining sales prices.

4.2 Key sources of estimation uncertainty

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.

Fair value of financial instruments

Where the fair values of financial instruments recorded on the statement of financial position cannot be
derived from active markets, they are determined using valuation techniques, including the discounted cash
flow model. The inputs to these models are derived from observable market data where possible, but where
this is not feasible, a degree of judgement is required in establishing the fair values. The judgements include
considerations of liquidity and model inputs regarding the future financial performance of the investee, its risk
profile, and economic assumptions regarding the industry and geographical jurisdiction in which the investee
operates. Changes in assumptions about these factors could affect the reported fair value of financial
instruments. The valuation of financial instruments is described in more details in Note 18.

Allowance for trade and other receivables

The provision policy for doubtful debts of the Group is based on the ageing analysis and management’s
continuous evaluation of the recoverability of the outstanding receivables. In assessing the ultimate
realisation of these receivables, management considers, among other factors, the creditworthiness and the
past collection history of each customer. If the financial conditions of these customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be required. The
carrying amounts of the Group’s trade and other receivables as at 30 June 2015 were $14,833,000 (2014:
$10,065,000) respectively (Note 19).
Annual Report 2015
58
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

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

4.2 Key sources of estimation uncertainty (Continued)

Property, plant and equipment

The Group depreciates the property, plant and equipment over their estimated useful lives. The estimated
useful life reflects management’s estimate of the period that the Group intends to derive future economic
benefits from the use of the Group’s property, plant and equipment. Changes in the expected level of usage
and technological developments could affect the economics and useful lives of these assets which could
then consequentially impact future depreciation charges. The carrying amounts of the Group’s property, plant
and equipment at 30 June 2015 were $14,479,000 (2014: $12,853,000) respectively (Note 13).

Impairment of intangible assets

The Group tests intangible assets for impairment at least on an annual basis. Determining whether intangible
assets are impaired requires an estimation of the value in use of the cash-generating units (CGU). The value-
in-use calculation requires the entity to estimate the future cash flows expected to arise from the CGU and
a suitable discount rate in order to calculate present value. No impairment loss was recognised during the
financial year. The carrying amount of the Group’s intangible assets as at 30 June 2015 was $326,000 (2014:
$NIL) (Note 14).

Inventory valuation method

Inventory is valued at the lower of cost and net realisable value. Management reviews the Group’s inventory
levels in order to identify slow-moving and obsolete merchandise and identifies items of inventory which
have a market price, being the merchandise’s selling price quoted from the market of similar items that is
lower than its carrying amount. Management then estimates the amount of inventory loss as an allowance
on inventory. Changes in demand levels, technological developments and pricing competition could affect
the saleability and values of the inventory which could then consequentially impact the Group’s results,
cash flows and financial position. The carrying amount of the Group’s inventories as at 30 June 2015 was
$10,233,000 (2014: $9,019,000) respectively (Note 16).

Provision for income taxes and deferred tax

The Group has exposure to income taxes in several jurisdictions of which a portion of these taxes arose from
certain transactions and computations for which ultimate tax determination is uncertain during the ordinary
course of business. The Group recognises liabilities of expected tax issues based on their best estimates of
the likely taxes due. Where the final tax outcome of these matters is different from the amounts that were
initially recognised, such differences will impact the income tax and deferred tax positions in the period in
which such determination is made. The carrying amounts of the Group’s current tax payable and net deferred
tax liability as at 30 June 2015 was Nil (2014: $18,000) and $879,000 (2014: $388,000) respectively.

5. Revenue

Group
2015 2014
$’000 $’000

Latex examination gloves 32,202 28,921


Nitrile examination gloves 20,015 17,292
Other ancillary products 3,523 2,796
55,740 49,009
Annual Report 2015
59
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

6. Other income

Group
2015 2014
$’000 $’000

Foreign exchange gain, net 1,212 –


Fair value gain of derivative financial instrument (Note 18) – 394
Interest income 47 48
Negative goodwill 100 –
Others 35 58
1,394 500

7. Finance costs

Group
2015 2014
$’000 $’000

Interest expenses on:


- Finances leases 4 5
- Bank loans and overdrafts 343 280
347 285

8. Profit before income tax

The following charges/(credit) were included in the determination of profit before income tax:

Group
2015 2014
$’000 $’000

Cost of inventories recognised as expense in cost of sales 37,215 28,722


Audit fees paid to auditors:
- Company 126 –
- Subsidiaries 59 19
Non-audit fees paid to auditors:
- Company 218 –
- Subsidiaries 32 –
Directors’ fees of the Company 64 70
Directors’ remuneration other than fees of the Company:
- Salary 174 37
- Bonus and profit sharing 19 69
- Defined contribution plans 14 6
Staff costs (excluding directors’ remuneration)
- Salary 6,590 4,833
- Defined contribution plans 187 160
- Other benefits 112 71
Bad debts written off – 1
Foreign exchange loss, net 444 168
Fair value loss of derivative financial instrument (Note 18) 696 –
Annual Report 2015
60
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

9. Income tax expense

Group
2015 2014
$’000 $’000

Current income tax


- Current 449 1,033
- Under/(Over) provision in prior years 23 (20)

Deferred income tax


- Current 566 201
- (Over)/Under provision in prior years (13) 4
Total income tax expense 1,025 1,218

The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable statutory rate
is as follows:

Group
2015 2014
$’000 $’000

Profit before income tax 3,957 6,130

Income tax at statutory rate of 17% (2014: 17%) 673 1,042


Add/(Less):
Tax effect of share of results of associates (87) (127)
Change in tax rate in overseas operations – (10)
Effect of preferential tax rate in overseas operations (38) –
Effect of different tax rates of overseas operations 125 447
Effect of income not subject to tax (118) (180)
Under/(Over) provision in prior years 10 (16)
Effect of non-allowable items 432 36
Others 28 26
Total income tax expense 1,025 1,218
Annual Report 2015
61
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

10. Earnings per share

The calculation of basic and diluted earnings per share attributable to the owners of the Company is based on the
following data:

Group
2015 2014
$’000 $’000

Earnings
Earnings for the purposes of basic and diluted earnings
per share (profit for the year attributable to the
Company) 3,164 4,900

Number of shares
Weighted average number of ordinary shares for the
purposes of basic and diluted earnings per share 188,023,530 188,023,530

Earnings per share (cents)


Basic and diluted 1.68 2.61

The calculation of the basic and diluted earnings per share are calculated by dividing the profit for the year
attributable to owners of the Company by the applicable weighted average number of ordinary shares. These profit
and share data are presented in the tables above.

11. Subsidiaries

Company
2015
$’000

Investments in subsidiaries, at cost 30,802


Annual Report 2015
62
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

11. Subsidiaries (Continued)

The details of the subsidiaries are as follows:

Name of subsidiaries Effective equity interest


(Country of incorporation/ operation) Principal activities held by the Company
2015 2014
% %
Held directly by the Company

N.S. Uni-Gloves Sdn Bhd(1) / Malaysia Manufacturing of rubber gloves 100 100

Unigloves (Singapore) Pte Ltd(3) / Singapore Investment holding and business and 100 100
management consultancy services

UGHC Marketing Pte Ltd(3) (5) / Singapore Distribution of gloves and other 100 –
medical disposables

Held through N.S. Uni-Gloves Sdn Bhd

UG Global Resources Sdn Bhd(1) / Malaysia Manufacturing of rubber gloves 100 100

UG Glovetech Sdn Bhd(2) / Malaysia Investment holding 100 100

Held through Unigloves (Singapore) Pte Ltd

Unigloves (UK) Limited(3) / United Kingdom Distribution of gloves and other 55 (4) 75
medical disposables

Shanghai Full-10 International Distribution of gloves and other 100 100


Trading Co. Ltd. (3) / China medical disposables

Uni-Medical Healthcare Limited (3) / Nigeria Distribution of gloves and other 75 –


medical disposables
(1)
Audited by another firm of auditors, Crowe Horwath, Malaysia and reviewed by Mazars LLP, Singapore for group
consolidation purposes.

(2)
Audited by another firm of auditors, Lee Soo Pin & Co. and reviewed by Mazars LLP, Singapore for group consolidation
purposes.

(3)
The unaudited management accounts have been reviewed by Mazars LLP, Singapore for the purpose of consolidated
financial statements, as they are not material to the Group’s consolidated financial statements.

(4)
On 8 September 2014, the initial shareholders Lee Keck Keong and Ang Beng Teck, who collectively owned 75% of
Unigloves (UK) Limited before the restructuring, disposed of an aggregate of 20% of the shares of Unigloves (UK) Limited.
As a result of the disposal, the Group’s shareholding in Unigloves (UK) Limited was deemed to have decreased from 75%
as at 30 June 2014 to 55% in financial year ended 30 June 2015.

(5)
UGHC Marketing Pte Ltd was incorporated by the Group on 13 January 2015.
Annual Report 2015
63
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

11. Subsidiaries (Continued)

Acquisition of subsidiary

Pursuant to the restructuring exercise as mentioned in Note 2 to the financial statements of the Group, the Company
acquired 75% of the share capital of Uni-Medical Healthcare Limited for a purchase consideration of $579,750 which
was only incorporated on 1 August 2014 for the purpose of the Group’s glove distribution business in Nigeria.

Fair values of the identifiable assets and liabilities of Uni-Medical Healthcare Limited as at the date of acquisition:

Fair value
recognised
on date of
acquisition
2015
$’000

Plant and equipment 51


Intangible assets 184
Inventories 465
Cash and bank balances 206
Net identifiable assets at fair value 906

Effects of the acquisition of the subsidiary on cash flows:

Group
2015
$’000

Total net assets acquired 906


Less: Non-controlling interest (226)
680
Less: Negative goodwill (100)
Total consideration 580
Consideration satisfied by shares issued (525)
Consideration satisfied by cash 55
Less: Cash and cash equivalents acquired (206)
Acquisition of a subsidiary, net of cash acquired (151)
Annual Report 2015
64
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

12. Associates

Group
2015 2014
$’000 $’000

Unquoted equity shares, at cost 2,466 2,466


Exchange differences (239) 64
Share of post-acquisition results 3,050 2,537
Dividend received (512) (512)
Carrying amount 4,765 4,555

The details of the associates are as follows:

Effective equity
Name of associates interest held
(Country of incorporation/ operation) Principal activities by the Company
2015 2014
% %
Held through Unigloves (Singapore) Pte Ltd

Unigloves GmbH(1) / Germany Investment holding 20 20

UG Healthcare (USA) Inc.(2) / United States Distribution of gloves and other


medical disposables 50 50

Held through Unigloves GmbH

Unigloves Artz- Und Klinikbedarf- Import and export of medical treatment 20 20


Handelsgessellschaft mbH(3) / Germany utilities and one way articles

Held through Unigloves Artz- Und

Unigloves Service & Logistik(1) / Germany Purchase and sale of consumable 20 20


goods for medical and industrial
purposes

Held through Shanghai Full-10 International Trading Co. Ltd.

Beijing You Li Fu Ming Commercial Distribution of gloves and other 50 50


Trading Co., Ltd(2) / Beijing medical disposables

(1)
The unaudited management accounts have been reviewed by Mazars LLP, Singapore for equity accounting purposes, as
they are not material to the Group’s consolidated financial statements.

(2)
The unaudited management accounts have been reviewed by Mazars LLP, Singapore for equity accounting purposes, as
they are not material to the Group’s consolidated financial statements. The board of directors of the entities are controlled
by the other 50% shareholders. The Company does not participate in active management nor strategic decisions of the
entities.

(3)
Audited by Mazars GmbH, Germany and reviewed by Mazars LLP, Singapore for equity accounting purposes.
Annual Report 2015
65
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

12. Associates (Continued)

Summarised financial information in respect of the Group’s associates

Unigloves GmbH UG Healthcare (USA)


and its subsidiaries Inc. Group
2015 2014 2015 2014 2015 2014
$’000 $’000 $’000 $’000 $’000 $’000

Assets and liabilities:


Non-current assets 23,646 25,115 24 1
Current assets 12,373 10,350 1,414 1,559
Total assets 36,019 35,465 1,438 1,560

Non-current liabilities 9,417 12,461 39 15


Current liabilities 5,762 3,374 313 387
Total liabilities 15,179 15,835 352 402

Net assets 20,840 19,630 1,086 1,158

Group’s share of associate’s


net assets 4,168 3,926 543 579 4,711 4,505

Other adjustments 54 50
Carrying amount of the
investment as at
30 June 4,765 4,555

Results
Revenue 33,485 34,688 4,175 4,185
Profit for the year from
continuing operations 2,902 2,050 (135) 308
Group’s share of associates’
profit for the year 580 410 (67) 154 513 564
66
13. Property, plant and equipment

Plant,
Leasehold Leasehold machinery and Furniture and Construction-
Group land buildings equipment Motor vehicles fittings in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000

Cost
At 1 July 2013 2,218 3,700 12,007 469 577 345 19,316
Annual Report 2015

Additions – 77 1,494 149 259 231 2,210


Exchange differences (72) (119) (383) (14) (6) (12) (606)
Transfer – – 333 – – (333) –
At 30 June 2014 2,146 3,658 13,451 604 830 231 20,920
Additions – 132 687 321 210 2,283 3,633
Written off – – – – (15) – (15)
Acquisition of a subsidiary – – – 27 24 – 51
Transfer – – 1,237 – – (1,237) –
Exchange differences (168) (293) (1,156) (52) (65) (74) (1,808)
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

At 30 June 2015 1,978 3,497 14,219 900 984 1,203 22,781

Accumulated depreciation:
At 1 July 2013 (235) (431) (6,142) (208) (451) – (7,467)
Depreciation (38) (57) (503) (61) (173) – (832)
Exchange translation differences 8 14 197 6 7 – 232
At 30 June 2014 (265) (474) (6,448) (263) (617) – (8,067)
Depreciation (37) (89) (634) (103) (54) – (917)
Written off – – – – 14 – 14
Exchange translation differences 23 42 538 23 42 – 668
At 30 June 2015 (279) (521) (6,544) (343) (615) – (8,302)

Carrying amount:
Notes to the Financial Statements

At 30 June 2014 1,881 3,184 7,003 341 213 231 12,853

At 30 June 2015 1,699 2,976 7,675 557 369 1,203 14,479


Annual Report 2015
67
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

13. Property, plant and equipment (Continued)

During the year, the Group acquired property, plant and equipment for an aggregated amount of $3,633,000 (2014:
$2,210,000) of which $27,000 (2014: $1,066,000) was acquired by means of finance lease (Note 23). Cash used
in the acquisition of property, plant and machinery amounted to $3,606,000 (2014: $1,144,000). In addition, the
leasehold land and buildings of the Group with net book value of $4,674,000 (2014: $5,065,000) are pledged to
secure the bank borrowings (Note 23).

Certain motor vehicles with net book value of $93,000 (2014: $212,000) were acquired under finance lease
arrangements (Note 23) and are registered under the name of a director and third parties who hold the assets in
trust on behalf of the Group.

14. Intangible assets

Group
2015 2014
$’000 $’000

Business license (1) 184 –


Customer base (2) 142 –
326 –

(1)
This pertains to the business license to operate the business for a subsidiary in Nigeria.

(2)
This pertains to the acquisition of customer base by a subsidiary in United Kingdom.

Movement of the intangible assets:

Group
2015 2014
$’000 $’000

Balance at 1 July – –
Acquisition of subsidiary (Note 11) 184 –
Addition 142 –
Balance at 30 June 326 –

15. Deferred tax assets/(liabilities)

Group
2015 2014
$’000 $’000

Deferred tax assets 74 –

Deferred tax liabilities (953) (388)


Annual Report 2015
68
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

15. Deferred tax assets/(liabilities) (Continued)

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon
during the year.

Group
Unabsorbed
Accelerated tax capital allowances
depreciation and tax losses Total
Group $’000 $’000 $’000

Deferred tax assets


At 1 July 2013 and 30 June 2014 – – –
(Charged)/Credited to profit or loss (3) 77 74
At 30 June 2015 (3) 77 74

Deferred tax liabilities


At 1 July 2013 (527) 339 (188)
Exchange translation differences 5 – (5)
(Charged)/Credited to profit or loss (175) (30) (205)

At 30 June 2014 (697) 309 (388)


Exchange translation differences 129 (67) 62
(Charged)/Credited to profit or loss (973) 346 (627)
At 30 June 2015 (1,541) 588 (953)

16. Inventories

Group
2015 2014
$’000 $’000

Finished goods 5,732 3,742


Work-in-progress 2,938 3,857
Raw materials 1,563 1,420
10,233 9,019

17. Amount due from subsidiaries

The amount due from subsidiaries is non-trade in nature, interest free, repayable on demand and denominated in
Singapore Dollars.
Annual Report 2015
69
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

18. Derivative financial instruments

Group
2015 2014
$’000 $’000
Forward foreign exchange contracts
Beginning balance (95) 310
Changes in fair value 696 (394)
Exchange translation differences (30) (11)
Closing balance 571 (95)

Forward foreign exchange contract

The Group utilises currency derivatives to hedge its sales denominated in USD for which firm commitments existed
at the end of the reporting period. The settlement dates on forward currency contracts range between 3 to 270 days
(2014: 3 to 270 days).

At the end of the financial year, the total notional amount of outstanding forward foreign exchange contract to which
the Group is committed is as follows:

2015 2014
USD USD

Forward foreign exchange contract 9,094,045 2,748,006

The fair values are measured using quoted forward exchange rates by financial institutions.

Changes in the fair value of currency derivative amounting to $696,065 (2014: $394,062) has been charged
(2014: credited) to profit or loss in the financial year.

The following table details the forward foreign currency contract outstanding as at the end of the reporting period.

Average exchange
rate Foreign currency Contract value Fair value
2015 2014 2015 2014 2015 2014 2015 2014
RM RM USD’000 USD’000 $’000 $’000 $’000 $’000

Sell USD more than a year 3.62 3.27 9,094 3,163 10,329 4,038 571 (95)
Annual Report 2015
70
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

19 Trade and other receivables

Group Company
2015 2014 2015
$’000 $’000 $’000

Trade receivables
- third parties 9,868 6,795 –
- associates 3,161 2,507 –
- related party 33 – –
Other receivables
- third parties 1,771 763 30
Total trade and other receivables 14,833 10,065 30
Add:
Cash and bank balances (Note 20) 7,101 3,781 3,549
Total loans and receivables 21,934 13,846 3,579

Trade and other receivables are unsecured, non-interest bearing and subject to normal credit terms.

The average credit period on sale of goods is 30 to 90 days (2014: 30 to 90 days).

The currency profiles of the Group’s trade and other receivables as at 30 June are as follows:

Group Company
2015 2014 2015
$’000 $’000 $’000

United States dollar (“USD”) 9,041 6,883 –


Malaysian ringgit (“RM”) 2,198 987 –
British pound (“GBP”) 2,799 1,958 –
Others 795 237 30
14,833 10,065 30

20. Cash and bank balances

Group Company
2015 2014 2015
$’000 $’000 $’000

Cash and bank balances 5,389 1,984 3,549


Fixed deposits 1,712 1,797 –
7,101 3,781 3,549

Fixed deposits bear interest at an average rate of 3.2% (2014: 2.8%) per annum and are for a tenure of period
ranging from 30 to 365 days (2014: 30 to 365 days).

Fixed deposits of the Group amounting to $812,000 (2014: $848,000) were pledged to bank to secure credit facilities
granted to certain subsidiaries (Note 23).
Annual Report 2015
71
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

20. Cash and bank balances (Continued)

The currency profiles of the Group’s cash and bank balances as at 30 June are as follows:

Group Company
2015 2014 2015
$’000 $’000 $’000

USD 1,682 184 –


SGD 3,849 – 3,549
RM 1,017 3,188 –
Euro 78 33 –
Others 475 376 –
7,101 3,781 3,549

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at the end of the
reporting period:

Group
2015 2014
$’000 $’000

Cash and bank balances 7,101 3,781


Less: Fixed deposits pledged to bank (812) (848)
Less: Unsecured bank overdrafts (Note 23) (384) (255)
Cash and cash equivalents 5,905 2,678

21. Share capital

Group Company
No. of shares No. of shares
(‘000) $’000 (‘000) $’000

At 1 July 2013 – 1,281 * *


Issuance of shares – 2,824 – –
Distribution – (117) – –

At 30 June 2014 /
At date of incorporation – 3,988 * *
Adjustment pursuant to the
Restructuring Exercise(Note 2) – (3,988) – –
Issuance of shares pursuant to: 188,023 37,694 188,023 37,694
Restructuring Exercise (Note 2) 152,511 30,502 152,511 30,502
Conversion of the convertible loan 6,712 1,000 6,712 1,000
Public issue for cash 28,800 6,192 28,800 6,192
Share issue expenses – (1,451) – (1,451)
At 30 June 2015 188,023 36,243 188,023 36,243

* denotes amount less than $1,000


Annual Report 2015
72
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

21. Share capital (Continued)

In 2014, for the purpose of the preparation of the statement of financial position of the Group, the issued share
capital as of 30 June 2014 represent the aggregated number of issued share capital of all the subsidiaries within the
Group under the pooling-of-interest method of consolidation.

Issuance of shares in financial year ended 30 June 2014 pertains to the increase in combined share capital to finance
the Group’s working capital and additional investment in associates.

Distributions represent the dividends from an associate that have been distributed to the shareholders.

Convertible loan pertains to the pre-IPO investors exercising their rights to convert the their convertible loans into
equity shares during the financial year.

Pursuant to the restructuring exercise in Note 2, the Company issued 30,502,217 restructuring shares at an issue
price of $1 per share. Subsequent to the restructuring exercise, the shareholders approved a share split of the
issued and paid-up ordinary shares of the Company wherein each share was split into 5 ordinary shares.

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the
Company. All issued ordinary shares are fully paid. There is no par value for these ordinary shares. The newly issued
shares rank pari passu in all respects with the previously issued shares.

22. Reserve

Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the financial
statements of foreign operations where functional currencies are different from that of the Group’s presentation
currency.

Merger reserve

This represents the difference between the nominal value of shares issued by the Company in exchange for the
nominal value of shares and capital reserve of subsidiaries acquired which is accounted for under “pooling-of-
interest”.

23. Bank borrowings

Group
2015 2014
$’000 $’000

Secured bank loans(1) 4,909 5,079


Secured finance lease payables(2) 37 144
Secured export credit refinancing(3) 629 298
Secured bank overdrafts(4) 384 255
Total 5,959 5,776
Less :
Amount due for settlement within 12 months(5) (1,881) (1,476)
Amount due for settlement after 12 months 4,078 4,300

(1)
The weighted average effective interest rates of the Group’s secured bank loans are ranging from 4.75% to 6.30% (2014:
5% to 6.14%) and are secured as follows:

(i) legal charges on the leasehold land and buildings; and

(ii) guarantees from the Company, certain subsidiaries, related parties and directors of the Company.
Annual Report 2015
73
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

23. Bank borrowings (Continued)


(2)
The finance lease terms range from 1 to 5 years. All leases are on a fixed repayment basis and are secured by motor
vehicles of a subsidiary (Note 13). The minimum lease payment of the finance lease is as follows:

Group
2015 2014
$’000 $’000
Minimum hire purchase payments:
- less than a one year 15 45
- within one to five years 25 112
40 157
Less: Future finance charges (3) (13)
Present value of hire purchase payables 37 144

(3)
The export credit refinancing is repayable from 1 to 120 days (2014: 1 to 120 days). The interest rate for export credit
refinancing is 1% plus base base lending rate and is secured by a fixed deposits amounting to $812,000 (2014: $848,000).

(4)
The bank overdrafts are repayable on demand. The weighted average effective interest rate of 8.1% (2014: 8.1%) are
determined based on 1.5% plus base lending rate. The bank overdrafts are secured by a fixed deposits amounting to
$812,000 (2014: $848,000).

(5)
The amount, shown under current liabilities, consists of secured banks loans of $856,000 (2014: $887,000), secured finance
lease payables of $13,000 (2014: $36,000), secured export credit refinancing of $628,000 (2014: $298,000) and secured
bank overdrafts of $384,000 (2014: $255,000).

The weighted average effective interest rate for bank borrowings is 5.66% (2014: 5.88%).

The carrying amounts of the Group’s borrowings approximate their fair values.

The bank borrowings of the Group as at 30 June 2015 and 2014 are all denominated in Malaysian ringgit.

24. Trade and other payables

Group Company
2015 2014 2015
$’000 $’000 $’000

Trade payables
- third parties 4,041 2,492 –

Other payables
- third parties 2,219 1,377 54
Accrued expenses 965 233 81
Total trade and other payables 7,225 4,102 135
Add:
Bank borrowings (Note 23) 5,959 5,776 –
Total financial liabilities carried at amortised cost 13,184 9,878 135

Trade payables are unsecured, interest-free and with the credit term ranging from 21 to 90 days (2014: 30 to 90
days).

Other payables to third parties represent payables to utility supplies. Other payables are unsecured, interest-free and
repayable on demand.
Annual Report 2015
74
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

24. Trade and other payables (Continued)

The currency profiles of the Group’s trade and other payables as at 30 June are as follows:

Group Company
2015 2014 2015
$’000 $’000 $’000

USD 2,142 259 –


RM 4,412 3,619 –
Others 671 224 135
7,225 4,102 135

25. Capital commitments

Group
2015 2014
$’000 $’000
Capital expenditure contracted but not provided for
- Commitments for the acquisition of property, plant and equipment 1,142 1,386

26. Contingent liabilities, unsecured

Group Company
2015 2014 2015
$’000 $’000 $’000

Bank guarantee given to third parties for utility supplies to


a subsidiary 2,142 958 –
Corporate guarantee given to banks for bank facilities
granted to subsidiaries – – 15,050
2,142 958 15,050

The fair value of the corporate guarantee given to banks for bank facilities granted to subsidiaries is not material.
Annual Report 2015
75
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

27. Significant related party transactions

A related party is defined as follows:

(a) A person or a close member of that person’s family is related to the Group and Company if that person:

(i) Has control or joint control over the Company;

(ii) Has significant influence over the Company; or

(iii) Is a member of the key management personnel of the Group or Company or of a parent of the
Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies:

(i) The entity and the Company are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either the Company is
itself such a plan, the sponsoring employers are also related to the Company.

(vi) The entity is controlled or jointly controlled by a person identified in (a);

(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).

Associates are related parties and include those that are associates of the holding and/or related companies.

Many of the Group’s and Company’s transactions and arrangements are with related parties and the effect of these
on the basis determined between the parties is reflected in these financial statements. The balances are unsecured,
interest-free and repayable on demand unless otherwise stated.

During the year, in addition to those disclosed elsewhere in these financial statements, the Group entities and the
Company entered into the following transactions with related parties:

2015 2014
$’000 $’000

Sales to a related party 37 –


Sales to associates 14,409 15,917

Key management personnel remuneration

2015 2014
$’000 $’000

Short-term benefits 511 176


Defined contribution plans 42 6
553 182
Annual Report 2015
76
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

28. Segment information

Management has determined the operating segments based on the reports reviewed by the chief operating decision
maker.

Management considers the business from both a geographic and business segment perspective. Geographically,
management manages and monitors the business in these primary geographic areas: Malaysia, Germany, United
Kingdom, China and United States which are engaged in the manufacturing, distribution and trading of latex and
nitrile examination gloves.

The Group has three reportable segments being latex examination gloves, nitrile examination gloves and other
ancillary products.

The Group’s reportable segments are strategic business units that are organised based on their function and
targeted customer groups. They are managed separately because each business unit requires different skill sets and
marketing strategies.

Management monitors the operating results of the segments separately for the purpose of making decisions about
resources to be allocated and of assessing performance. Segment performance is evaluated based on gross profit.
The other operating expenses which include interest income, finance costs, depreciation, share of profit of associate
and income tax were not monitored by segment.

Income taxes are managed on a Group basis.

The accounting policies of the operating segments are the same of those described in the summary of significant
accounting policies. There is no asymmetrical allocation to reportable segments. Management evaluates
performance on the basis of profit or loss from operation before tax expense not including non-recurring gains and
losses and foreign exchange gains or losses.

There is no change from prior periods in the measurement methods used to determine reported segment profit or
loss.

The Group accounts for intersegment sales and transfer as if the sales or transfers were to third parties, which
approximate market prices. These intersegment transactions are eliminated on combination.
Annual Report 2015
77
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

28. Segment information (Continued)

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items

2015 2014
$’000 $’000

Revenues
Total revenue for reportable segments 62,476 55,147
Elimination of inter-segment revenue (6,736) (6,138)
55,740 49,009

Profit or loss
Total profit or loss for reportable segments 3,444 5,566
Share of profit of associates 513 564
Profit before income tax 3,957 6,130

Assets
Total assets for reportable segments 47,046 35,813
Investments in associates 4,765 4,555
Total assets 51,811 40,368

Liabilities
Total liabilities for reportable segments 14,708 10,284
Total liabilities 14,708 10,284

Business Segments

Revenue 2015 2014


$’000 (%) $’000 (%)

Latex examination gloves 32,202 58 28,921 59


Nitrile examination gloves 20,015 36 17,292 35
Other ancillary products 3,523 6 2,796 6
Total 55,740 100 49,009 100

Gross profit 2015 2014


$’000 (%) $’000 (%)
Latex examination gloves 6,150 53 5,959 59
Nitrile examination gloves 4,671 40 3,667 35
Other ancillary products 728 7 576 6
Total 11,549 100 10,202 100
Annual Report 2015
78
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

28. Segment information (Continued)

Business Segments (Continued)

Gross profit margin 2015 2014


(%) (%)

Latex examination gloves 19 21


Nitrile examination gloves 23 21
Other ancillary products 21 21
Total 21 21

Geographic information

Revenues from external customers

2015 2014
$’000 $’000

Germany 12,295 13,488


United Kingdom 12,683 10,266
United States of America & Canada 14,570 9,392
China, Hong Kong & Taiwan 3,779 2,286
Malaysia 2,214 7,793
Others 10,199 5,460
55,740 49,009

The revenue information above is based on the location of the customers.

Location of non-current assets

United
United States
Malaysia Singapore Germany Kingdom China of America Nigeria Total
$’000 S$’000 $’000 $’000 $’000 $’000 S$’000 $’000

2015
Non-current assets 14,075 3 4,168 203 135 543 517 19,644

2014
Non-current assets 12,728 – 3,926 44 131 579 – 17,408

Non-current assets consist of property, plant and equipment and investments in associates in Germany and United
States of America.

Major customers

Revenue from one major customer amounted to approximately $11,425,578 (2014:$ 13,477,603) which is derived
from mixture of segments.
Annual Report 2015
79
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

29. Financial instruments and financial risks

The Group’s activities expose it to credit risks, market risks (including foreign currency risks and interest rate risks)
and liquidity risks. The Group’s overall risk management strategy seeks to minimise adverse effects from the
volatility of financial markets on the Group’s financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk
management for the Group. The management then establishes the detailed policies such as authority levels,
oversight responsibilities, risk identification and measurement, exposure limits and hedging strategies, in accordance
with the objectives and underlying principles approved by the Board of Directors.

Financial risk management is carried out by a central treasury department (“Group Treasury”) in accordance with
the policies set by the management. The trading team of Group Treasury identifies, evaluates and hedges financial
risks in close co-operation with the Group’s operating units. The reporting team of Group Treasury measures actual
exposures against the limits set and prepares daily reports for review by the Heads of Group Treasury and each
operating unit. Regular reports are also submitted to the management and the Board of Directors.

There have been no changes to the Group’s exposure to these financial risks or the manner in which it manages and
measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.

Credit risks

Credit risks refer to the risk that the counterparty will default on its contractual obligations resulting in a loss to the
Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group performs
ongoing credit evaluation of its counterparties’ financial condition and generally does not require a collateral.

At the end of the reporting period, 24% (2014: 25%) of trade receivables relates to 2 associates which were not past
due nor impaired. The Group has not recognised an allowance for doubtful receivables as the director is of the view
that there has not been any significant change in credit quality and the amounts are still considered recoverable.

The Group’s major classes of financial assets are bank deposits and trade and other receivables.

Bank deposits are mainly deposits with banks with high credit-ratings assigned by international credit rating
agencies.

Trade and other receivables that are neither past due nor impaired are substantially companies with good collection
track record with the Group.

The age analysis of trade receivables past due but not impaired is as follows:

2015 2014
$’000 $’000

Past due for 1 to 90 days 3,601 2,010


Past due for 91 to 180 days 1,158 1,524
Over 181 days 818 1
5,577 3,535
Annual Report 2015
80
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

29. Financial instruments and financial risks (Continued)

Market risks

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and
interest rates. The Group enters into a variety of derivative financial instruments to manage its exposure to interest
rate and foreign currency risks, including foreign currency forward contracts to hedge against foreign currency risks.

Foreign currency risks

The Group transacts business in various foreign currencies, including USD and Euro, other than the respective
functional currencies of the Group, and hence is exposed to foreign currency risks.

The Group either uses financial instruments such as foreign currency forward contracts to hedge certain financial
risk exposures although hedge accounting was not applied or the natural hedges arising from a matching sale,
purchase or a matching of assets and liabilities of the same currency and amount.

The carrying amounts of the Group’s major foreign currency denominated monetary assets and monetary liabilities
as at the end of the financial year are as follows:

2015 2014
$’000 $’000
Group

Monetary assets
USD 10,723 7,067

Monetary liabilities
USD (2,142) (259)
Less: Forward foreign currency contracts (USD) (10,329) (4,038)
(1,748) 2,770

Foreign currency sensitivity analysis

The Group is mainly exposed to USD.

The following table details the Group’s sensitivity to a 5% change in USD against the respective functional
currencies of the Group entities. The sensitivity analysis assumes an instantaneous 5% change in the foreign
currency exchange rates from the end of the financial year, with all variables held constant.

Increase/(Decrease)
Profit/(Loss) before income tax
and Equity
2015 2014
$’000 $’000

USD
Strengthens against $ (87) 139
Weakens against $ 87 (139)
Annual Report 2015
81
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

29. Financial instruments and financial risks (Continued)

Market risks (Continued)

Interest rate risks

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.

The Group’s interest rate risks relate to interest bearing liabilities.

The Group’s policy is to maintain an efficient and optimal interest cost structure using a combination of fixed and
variable rate debts, and long and short term borrowings.

The Group’s exposure to interest rate risks is set out in a table below under Liquidity risks.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate risks of bank borrowings
at the end of the financial year. For floating rate liabilities, the analysis is prepared assuming the amount of liability
outstanding at the end of the financial year was outstanding for the whole year. The sensitivity analysis assumes an
instantaneous 1% change in the interest rates from the end of the financial year, with all variables held constant.

Increase/(Decrease)
Profit/(Loss) before income tax
and Equity
2015 2014
$’000 $’000

Bank borrowings
Increase (59) (58)
Decrease 59 58

Liquidity risks

Liquidity risks refer to the risks in which the Group encounters difficulties in meeting its short-term obligations.
Liquidity risks are managed by matching the payment and receipt cycle.

The following table details the Group’s remaining contractual maturity for its financial instruments. The table has
been drawn up based on contractual undiscounted cash flows of financial instruments based on the earlier of the
contractual date or when the Group is expected to receive or (pay). The table includes both interest and principal
cash flows.
Annual Report 2015
82
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

29. Financial instruments and financial risks (Continued)

Liquidity risks (Continued)

Contractual
Effective Carrying Undiscounted Less than 1 to More than
interest rate amount Cash Flows 1 year 5 years 5 years
% $’000 $’000 $’000 $’000 $’000

Financial assets
Cash and bank balances – 7,101 7,101 7,101 – –
Trade and other receivables – 14,833 14,833 14,833 – –
As at 30 June 2015 21,934 21,934 21,934 – –

Cash and bank balances – 3,781 3,781 3,781 – –


Trade and other receivables – 10,065 10,065 10,065 – –
As at 30 June 2014 13,846 13,846 13,846 – –

Financial liabilities and


derivative financial
instrument
Trade and other payables – 7,225 7,225 7,225 – –
Bank borrowings 5.66 5,959 6,647 2,097 4,412 138
Foreign currency forward
contracts – 571 571 571 – –
As at 30 June 2015 13,755 14,443 9,893 4,412 138

Trade and other payables – 4,102 4,102 4,102 – –


Bank borrowings 5.88 5,776 6,629 1,750 4,369 510
Foreign currency forward
contracts – (95) (95) (95) – –
As at 30 June 2014 9,783 10,636 5,757 4,369 510
Total net assets/(liabilities)
As at 30 June 2015 8,179 7,491 12,041 (4,412) (138)
As at 30 June 2014 4,063 3,210 8,089 (4,369) (510)

The Group’s operations are financed mainly through equity, retained profits and bank borrowings. Adequate lines of
credit are maintained to ensure the necessary liquidity is available when required. The repayment terms of the bank
borrowings are disclosed in Note 23 to these financial statements.

30. Fair value of assets and liabilities

The carrying amounts of cash and bank balances, trade and other receivables and payables, approximate their
respective fair values due to the relative short term maturity of these financial instruments. The fair values of other
classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.

The fair values of applicable financial assets and financial liabilities are determined as follows:

(a) the fair values of financial assets and financial liabilities with standard terms and conditions and which trade
in active liquid markets that the Group can access at the measurement date markets are determined with
reference to quoted market prices (unadjusted) (Level 1 of fair value hierarchy);

(b) in the absence of quoted market prices, the fair values of the other financial assets and financial liabilities
(excluding derivative instruments) are determined using the other observable, either directly or indirectly,
inputs such as quoted prices for similar assets/liabilities in active markets, quoted prices for identical or
similar assets/liabilities in non-active markets or inputs other than quoted prices that are observable for the
asset or liability (Level 2 of fair value hierarchy).
Annual Report 2015
83
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

30. Fair value of assets and liabilities (Continued)

(c) in the absence of observable inputs, the fair values of the remaining financial assets and financial liabilities
(excluding derivatives instruments) are determined in accordance with generally accepted pricing models
(Level 3 of fair value hierarchy).

(d) the fair value of derivative instruments are calculated using quoted prices (Level 1 of fair value hierarchy).
Where such prices are unavailable, discounted cash flow analysis is used, based on the applicable yield
curve of the duration of the instruments for non-optional derivatives, and option pricing models for optional
derivatives (Level 3 of fair hierarchy).

Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level
of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Note Level 1 Level 2 Level 3


$’000 $’000 $’000

Recurring fair value measurements


As at 30 June 2015
Derivative financial instruments asset 18 571 – –

As at 30 June 2014
Derivative financial instruments liability 18 (95) – –

31. Capital management policies and objectives

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
and to maintain an optimal capital structure so as to maximise shareholders’ value. In order to maintain or achieve
an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders,
issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. No changes
were made in the objectives, policies or processes during the financial year ended 30 June 2015.

Management monitors capital based on a gearing ratio. The gearing ratio is calculated as net debt divided by total
capital. Net debt is calculated as borrowings plus trade and other payables less cash and bank balances. Total capital
is calculated as equity plus net debts.

2015 2014
$’000 $’000

Net debt 6,654 6,097


Total equity 37,103 30,084
Total capital 43,757 36,181

Gearing ratio 15% 17%

The Group is in compliance with all externally imposed capital requirements for the financial year ended 30 June
2015.

32. Dividends

A subsidiary of the Group declared and paid an interim tax exempt dividend of $2.36 per ordinary share of that
subsidiary totalling $82,435 in respect of the financial year ended 30 June 2014.

No dividend was recommended by the Group in respect of the financial year ended 30 June 2015.

33. Comparative figures

There are no comparative figures for the Company at 30 June 2014, as the Company was only incorporated on
21 August 2014.
Annual Report 2015
84
Shareholders’ Statistics
AS AT 10 SEPTEMBER 2015

Issued and Fully Paid Up Capital : S$37,694,218.00


Class of Shares : Ordinary shares
Number of Shares : 188,023,530
Voting Rights : 1 vote per share
Treasury Shares : Nil

ANALYSIS OF SHAREHOLDINGS BY RANGE AS AT 10 SEPTEMBER 2015

Size of No. of % of
Shareholdings Shareholders Shareholders No. of Shares % of Shares

1 - 99 0 0.00 0 0.00
100 - 1,000 13 3.53 10,400 0.00
1,001 - 10,000 160 43.48 1,049,200 0.56
10,001 - 1,000,000 180 48.91 14,116,090 7.51
1,000,001 & above 15 4.08 172,847,840 91.93
TOTAL 368 100.00 188,023,530 100.00

Based on the information provided and to the best knowledge of the Directors, approximately 18.05% of the issued ordinary
shares of the Company is held in the hands of the public as at 10 September 2015 and therefore Rule 723 of the Listing Manual
(Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited is complied with.

SUBSTANTIAL SHAREHOLDERS AS AT 10 SEPTEMBER 2015

Direct Interest Deemed Interest Total no. of Percentage of


Substantial Shareholders (No. of shares) (No. of shares) shares held shares

Zen UG Pte. Ltd. (1) 92,443,030 – 92,443,030 49.17%

Lee Keck Keong (1) – 92,443,030 92,443,030 49.17%

Sim Ai Cheng (1) (3) – 92,443,030 92,443,030 49.17%

Lee Jun Yih (1) 883,000(4) 92,443,030 93,326,030 49.64%

Lee Jun Linn (1) 688,100(4) 92,443,030 93,131,130 49.53%

Ang Beng Teck (2) 28,145,710 – 28,145,710 14.97%

Ang Beng Yong (2) 9,412,530 – 9,412,530 5.01%

Notes:

(1)
Lee Keck Keong, Sim Ai Cheng, Lee Jun Yih and Lee Jun Linn are deemed to be interested in all the shares held by Zen UG Pte. Ltd.
by virtue of Section 7 of the Companies Act.

(2)
Ang Beng Teck and Ang Beng Yong are siblings.

(3)
Sim Ai Cheng is the spouse of Lee Keck Keong and the mother of Lee Jun Yih and Lee Jun Linn.

(4)
Held in the name of CIMB Securities (Singapore) Pte. Ltd.
Annual Report 2015
85
Shareholders’ Statistics
AS AT 10 SEPTEMBER 2015

TOP 20 SHAREHOLDERS AS AT 10 SEPTEMBER 2015

Name of Shareholders No. of Shares % of Shares

ZEN UG PTE. LTD. 92,443,030 49.17


ANG BENG TECK 28,145,710 14.97
ANG BENG YONG 9,412,530 5.01
WONG SEE KEONG 9,120,670 4.85
ANG BENG CHEE 8,524,790 4.53
JEREMY LEE SHENG POH 6,733,220 3.58
TOMMIE GOH THIAM POH 3,286,220 1.75
DB NOMINEES (S) PTE LTD 2,791,000 1.48
ANG CHIEN KIAT 2,432,180 1.29
CENTURION PRIVATE EQUITY LTD 2,300,000 1.22
CIMB SECURITIES (S’PORE) PTE LTD 1,896,800 1.01
CITIBANK NOMINEES S’PORE PTE LTD 1,763,000 0.94
MAYBANK KIM ENG SECURITIES PTE LTD 1,666,600 0.89
ANG BENG WEI 1,216,090 0.65
KOH KIM LENG COLIN 1,116,000 0.59
OOI YO CHYE 728,400 0.39
RHB SECURITIES SINGAPORE PTE LTD 660,500 0.35
ANG BENG CHOO 608,045 0.32
ANG BENG HOON 608,045 0.32
UOB KAY HIAN PTE LTD 502,000 0.27
TOTAL 175,954,830 93.58
Annual Report 2015
86
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of UG Healthcare Corporation Limited (the “Company”) will
be held at YMCA Singapore, One Orchard Road, Singapore 238824 on Tuesday, 20 October 2015 at 10.00 a.m. to transact
the following business: -

Ordinary Business

1. To receive and adopt the Audited Financial Statements of the Company for the financial year ended 30 June 2015
together with the Directors’ Report and the Auditors’ Report thereon. [Resolution 1]

2. To re-elect the following Directors retiring pursuant to Article 104 and 108 of the Company’s Articles of Association:

Article 104:
Lim Teck Chai, Danny [Resolution 2]

Article 108:
Ang Beng Teck [Resolution 3]
Wong See Keong [Resolution 4]
Lee Jun Yih [Resolution 5]
Lee Jun Linn [Resolution 6]
Lee Keck Keong [Resolution 7]
Yip Wah Pung [Resolution 8]
Ng Lip Chi, Lawrence [Resolution 9]
[Explanatory Note (1)]

3. To approve the sum of S$44,887 as Directors’ fees for the financial year ended 30 June 2015. [Resolution 10]

4. To approve the sum of S$225,000/- as Directors’ fees for the financial year ending 30 June 2016.
[Explanatory Note (2)] [Resolution 11]

5. To re-appoint Messrs Mazars LLP as Auditors of the Company and to authorise the Directors to fix their
remuneration. [Resolution 12]

6. To transact any other business that may properly be transacted at an annual general meeting.

Special Business

To consider and, if thought fit, to pass the following as Ordinary Resolution, with or without modifications: -

7. Authority to allot and issue shares in the capital of the Company

That pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual (Section B: Rules of Catalist)
of the Singapore Exchange Securities Trading Limited (“Catalist Rules”) and the Articles of Association of the
Company, authority be and is hereby given to the Directors to:

(a) (i) allot and issue shares in the capital of the Company (“Shares”) , whether by way of rights, bonus or
otherwise; and/or

(ii) make or grant offers, agreements, or options (collectively, “Instruments”) that might or would require
Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)
options, warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit; and
Annual Report 2015
87
Notice of Annual General Meeting

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in
pursuant of any Instruments made or granted by the Directors while this Resolution was in force, provided
that:

(1) the aggregate number of Shares to be issued (including Shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution), does not exceed one hundred percent
(100%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company
(as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares
and convertible securities to be issued (including Shares to be issued pursuant to the Instruments)
other than on a pro rata basis to existing shareholders of the Company shall not exceed fifty per cent
(50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company
(as calculated in accordance with sub-paragraph (2) below); and

(2) (subject to such manner of calculation and adjustments as may be prescribed by the Singapore
Exchange Securities Trading Limited (the “SGX-ST”) for the purpose of determining the aggregate
number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted
pursuant to this Resolution) that may be issued under sub-paragraph (1) above, the percentage of
Shares (excluding treasury shares) that may be issued shall be based on the Company’s total
number of issued Shares (excluding treasury shares) at the date of the passing of this Resolution,
after adjusting for (a) new Shares arising from the conversion or exercise of convertible securities or
(b) new Shares arising from the exercising of share options or vesting of share awards outstanding
and/or subsisting at the time of passing of this Resolution; provided that the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and (c) any subsequent bonus,
consolidation or subdivision of Shares.

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the
requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for
the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all
applicable legal requirements under the Companies Act, and otherwise, the Articles of Association for
the time being of the Company.

(4) Unless previously revoked or varied by the Company in general meeting, such authority conferred by
this Resolution shall continue in force until the conclusion of the next annual general meeting of the
Company or the date by which the next annual general meeting of the Company is required by law to
be held, whichever is the earlier.”
[Explanatory Note (3)] [Resolution 13]

8. Authority to allot and issue shares under:

(A) The Unigloves Employee Share Option Scheme

That pursuant to Section 161 of the Companies Act, Chapter 50, authority be and is hereby given to the
Directors to:

(i) offer and grant options (“Options”) from time to time in accordance with the rules of the Unigloves
Employee Share Option Scheme (the “Unigloves ESOS”); and

(ii) allot and issue from time to time such number of Shares as may be required to be issued pursuant to
the exercise of options granted under the Unigloves ESOS,

provided always that the aggregate number of Shares to be issued pursuant to the Unigloves ESOS, when
aggregated to the aggregate number of Shares issued and issuable or transferred and to be transferred
in respect of all options or awards under any other share option schemes or share schemes, shall not
exceed fifteen percent (15%) of the total number of issued Shares (excluding treasury shares), on the
day immediately preceding the date on which an offer to grant an Option is made. The grant of Options
can be made at any time from time to time and that such authority shall, unless revoked or varied by the
Company in a general meeting, continue in force until the conclusion of the next annual general meeting of
the Company or the date by which the next annual general meeting of the Company is required by law to be
held, whichever is earlier.
[Explanatory Note (4)] [Resolution 14A]
Annual Report 2015
88
Notice of Annual General Meeting

(B) Unigloves Performance Share Plan

That pursuant to Section 161 of the Companies Act, Chapter 50, authority be and is hereby given to the
Directors to:

(i) offer and grant awards (“Awards”) from time to time in accordance with the rules of the Unigloves
Performance Share Plan (the “Unigloves PSP”); and

(ii) allot and issue from time to time such number of Shares as may be required to be issued pursuant to
the vesting of Awards granted under the Unigloves PSP,

provided always that the aggregate number of Shares to be issued or transferred pursuant to the Awards
granted under the Unigloves PSP, when aggregated with the aggregate number of Shares over which
options are granted under any other share option schemes, shall not exceed fifteen percent (15%) of the
total number of issued Shares (excluding treasury shares) from time to time and that such authority shall,
unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the
next annual general meeting of the Company or the date by which the next annual general meeting of the
Company is required by law to be held, whichever is earlier.
[Explanatory Note (4)] [Resolution 14B]

By Order of the Board

Sharon Yeoh
Company Secretary

5 October 2015
Singapore

Explanatory Notes:

(1) Resolution 2 - Mr Lim Teck Chai, Danny, if re-elected, will remain as the Independent Non-Executive Director, Chairman of the
Nominating Committee and a member of the Audit Committee. The Board considers Mr Lim Teck Chai, Danny to be independent
pursuant to Rule 704(7) of the Catalist Rules.

Resolution 3 - Mr Ang Beng Teck, if re-elected, will remain as the Executive Director and Chief Executive Officer of the Company.

Resolution 4 - Mr Wong See Keong, if re-elected, will remain as the Executive Director of the Company.

Resolution 5 - Mr Lee Jun Yih, if re-elected, will remain as the Executive Director of the Company.

Resolution 6 - Mr Lee Jun Linn, if re-elected, will remain as the Executive Director of the Company.

Resolution 7 - Mr Lee Keck Keong, if re-elected, will remain as the Non-Executive Director of the Company and a member of the
Audit, Remuneration and Nominating Committees. The Board considers Mr Lee Keck Keong to be non-independent pursuant to
Rule 704(7) of the Catalist Rules.

Resolution 8 - Mr Yip Wah Pung, if re-elected, will remain as the Independent Non-executive Chairman, Chairman of the Audit
Committee and a member of the Remuneration Committee. The Board considers Mr Yip Wah Pung to be independent pursuant to
Rule 704(7) of the Catalist Rules.

Resolution 9 - Mr Ng Lip Chi, Lawrence, if re-elected, will remain as the Independent Non-executive Director, Chairman of the
Remuneration Committee and a member of the Audit and Nominating Committees. The Board considers Mr Ng Lip Chi, Lawrence
to be independent pursuant to Rule 704(7) of the Catalist Rules.
Annual Report 2015
89
Notice of Annual General Meeting

Key information on the Directors to be re-elected above are found on pages 10 to 11 of the annual report.

(2) Resolution 11 - This Resolution is to facilitate payment of Directors’ fees during the financial year in which the fees are incurred.
The aggregate amount of Directors’ fees provided in the resolution is calculated on the assumption that all the present Directors
will hold office for the whole of the financial year ending 30 June 2016 (“FY2016”). Should any Director hold office for only part of
FY2016 and not the whole of FY2016, the Director’s fee payable to him will be appropriately pro-rated.

(3) Resolution 13 - This Resolution, if passed, will empower the Directors, effective until (i) the conclusion of the next annual general
meeting, or (ii) the date by which the next annual general meeting of the Company is required by law to be held or (iii) the date on
which such authority is varied or revoked by the Company in a general meeting, whichever is the earliest, to issue Shares, make
of grant instruments convertible into Shares and to issue Shares pursuant to such instruments, up to a number not exceeding, in
total, one hundred percent (100%) of issued share capital of the Company (excluding treasury shares), of which up to fifty percent
(50%) may be issued other than on a pro-rata basis to existing shareholders of the Company.

(4) Resolution 14A and 14B - This Resolution, if passed, will empower the Directors of the Company to allot and issue Shares
pursuant to the exercise of Options and vesting of Awards under the Unigloves ESOS and Unigloves PSP respectively, provided
that the aggregate number of Shares to be issued pursuant to the Unigloves ESOS and Unigloves PSP, when aggregated to
the number of Shares issued and issuable or transferred and to be transferred under any other share option schemes or share
schemes of the Company shall not exceed fifteen percent (15%) of the total number of issued shares (excluding treasury shares)
of the Company from time to time.

Notes:-

1. A member of the Company shall be entitled to appoint not more than two proxies to attend and vote at the annual general meeting
on his behalf. A proxy need not be a member of the Company.

2. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation or a limited liability partnership, it must be
executed under its common seal or under the hand of its attorney duly authorised.

3. The instrument appointing a proxy, together with the power of attorney or a duly certified copy of that power of attorney or other
authority (failing previous registration with the Company) shall be attached to the instrument of proxy and must be left at the
Registered Office of the Company not less than 48 hours before the time appointed for the holding of the annual general meeting
or adjourned meeting at which it is to be used failing which the instrument may be treated as invalid.

4. Where a member appoints more than one proxy, the member shall specify the proportion of his shareholding to be represented
by each proxy. If no such proportion or number is specified the first named proxy may be treated as representing 100% of the
shareholding and any second named proxy as an alternated to the first named.

5. A corporation or a limited liability partnership which is a member may by resolution of its directors or other governing body
authorise such person as it thinks fit to act as its representative at the annual general meeting.

6. The instrument appointing a proxy or proxies, duly executed, must be deposited at the office of the Company’s Share Registrar at
8 Robinson Road, #03-00, ASO Building, Singapore 048544 not less than 48 hours before the time appointed for the holding of the
annual general meeting.

PERSONAL DATA PRIVACY

Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the
annual general meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of
the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its
agents) of proxies and representatives appointed for the annual general meeting (including any adjournment thereof) and the preparation
and compilation of the attendance lists, proxy lists, minutes and other documents relating to the annual general meeting (including any
adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or
guidelines (collectively, the “Purposes”); (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/
or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s)
for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the
Purposes; and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and
damages as a result of the member’s breach of warranty.
This page has been intentionally left blank.
UG HEALTHCARE CORPORATION LIMITED IMPORTANT FOR CPF INVESTORS ONLY:
(Incorporated in the Republic of Singapore) 1. This Annual Report is forwarded to you at the request
Company Registration No. 201424579Z of your CPF Approved Nominee and is sent SOLELY
FOR INFORMATION ONLY.
2. This Proxy Form is therefore not valid for use by CPF

PROXY FORM investors and shall not be effective for all intents and
purposes if used or purported to be used by them.
3. CPF Investors who wish to attend the Annual General
Meeting as OBSERVERS have to submit their requests
through their respective Agent banks so that their
Agent banks may register with the Company Secretary
of UG Healthcare Corporation Limited.

I/We NRIC/Passport/Co. Registration No.

of

being a member/members of UG HEALTHCARE CORPORATION LIMITED hereby appoint

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares (%)
Address

and/or (delete as appropriate)


Name NRIC/Passport No. Proportion of Shareholdings
No. of Shares (%)
Address

or failing him/her, the Chairman of the annual general meeting (“AGM”) of the Company, as my/our proxy/proxies to vote
for me/us and on my/our behalf and, if necessary to demand a poll, at the AGM to be held at YMCA Singapore, One
Orchard Road, Singapore 238824 on Tuesday, 20 October 2015 at 10.00 a.m. and at any adjournment thereof.

I/We have directed my/our proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated
hereunder. If no specific directions as to voting are given, the proxy/proxies may vote or abstain from voting at his/their
discretion, as he/they will on any other matters arising at the AGM.

AS ORDINARY BUSINESS
No. Resolutions Relating To: For* Against*
1 Audited Financial Statements of the Company for the financial year ended 30 June 2015
together with the Directors’ Report and the Auditors’ Report thereon
2 Re-election of Mr Lim Teck Chai, Danny as director
3 Re-election of Mr Ang Beng Teck as director
4 Re-election of Mr Wong See Keong as director
5 Re-election of Mr Lee Jun Yih as director
6 Re-election of Mr Lee Jun Linn as director
7 Re-election of Mr Lee Keck Keong as director
8 Re-election of Mr Yip Wah Pung as director
9 Re-election of Mr Ng Lip Chi, Lawrence as director
10 Approval of directors’ fees for financial year ended 30 June 2015
11 Approval of directors’ fees for financial year ending 30 June 2016
12 Re-appointment of Messrs Mazars LLP as auditors
AS SPECIAL BUSINESS
13 Authority to issue new shares
14A Authority to allot and issue shares pursuant to the Unigloves ESOS
14B Authority to allot and issue shares pursuant to the Unigloves PSP

* Please indicate your vote “For” or “Against” with a “√” within the boxes provided

Dated this day of 2015


Total Number of Shares Held in:
CDP Register
Register of Members

Signature(s) of Member(s) or
&

Common Seal of Corporate Member


IMPORTANT: PLEASE READ NOTES OVERLEAF
Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares registered in your
name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name
in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate
number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.

2. A member of the Company shall be entitled to appoint not more than two proxies to attend and vote at the annual general
meeting on his behalf. A proxy need not be a member of the Company.

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

4. The instrument appointing a proxy, together with the power of attorney or a duly certified copy of that power of attorney or
other authority (failing previous registration with the Company) shall be attached to the instrument of proxy and must be left at
the Registered Office of the Company not less than 48 hours before the time appointed for the holding of the Annual General
Meeting or adjourned meeting at which it is to be used failing which the instrument may be treated as invalid.

5. Where a member appoints more than one proxy, the member shall specify the proportion of his shareholding to be represented
by each proxy. If no such proportion or number is specified the first named proxy may be treated as representing 100% of the
shareholding and any second named proxy as an alternated to the first named.

6. A corporation or a limited liability partnership which is a member may by resolution of its directors or other governing body
authorise such person as it thinks fit to act as its representative at the annual general meeting.

7. The instrument appointing a proxy or proxies, duly executed, must be deposited at the office of the Company’s Share Registrar at
8 Robinson Road #03-00, ASO Building, Singapore 048544 not less than 48 hours before the time appointed for the holding of the
annual general meeting.

8. The Company shall be entitled to reject this instrument of proxy if it is incomplete improperly completed, illegible or where the
true intentions of the appointer are not ascertainable from the instructions of the appointer specified in this instrument of proxy.
In addition, in the case of members whose shares are entered in the Depository Register, the Company shall be entitled to reject
any instrument of proxy lodged if the member, being the appointer, is not shown to have any shares entered against his name
in the Depository Register as at 48 hours before the time set for holding the Annual General Meeting, as certified by The Central
Depository (Pte) Limited to the Company.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy
terms set out in the Notice of Annual General Meeting dated 5 October 2015.
Annual Report 2015

Corporate Information

BOARD OF DIRECTORS REGISTERED OFFICE

Mr. Yip Wah Pung 21 Merchant Road


Non-Executive Chairman and Independent Director #04-01 Royal Merukh
S.E.A. Building
Mr. Ang Beng Teck Singapore 058267
Executive Director and Chief Executive Officer Tel: (65) 6677 2751/2
Fax: (65) 6677 2755
Mr. Lee Keck Keong Website: www.ughealthcarecorporation.com
Non-Executive Director
SHARE REGISTRAR
Mr. Lee Jun Yih
Executive Director B.A.C.S. Private Limited
8 Robinson Road #03-00
Mr. Wong See Keong ASO Building
Executive Director Singapore 048544

Mr. Lee Jun Linn AUDITORS


Executive Director
Mazars LLP
Mr. Lim Teck Chai, Danny 135 Cecil Street
Independent Director #10-01 MYP Plaza
Singapore 069536
Mr. Ng Lip Chi, Lawrence
Independent Director Partner-in-charge: Mr. Chan Hock Leong, Rick
Date of appointment: 17 November 2014
AUDIT COMMITTEE
PRINCIPAL BANKER
Mr. Yip Wah Pung (Chairman)
Mr. Lee Keck Keong United Overseas Bank Limited
Mr. Lim Teck Chai, Danny 80 Raffles Place
Mr. Ng Lip Chi, Lawrence UOB Plaza Singapore
Singapore 048624
REMUNERATION COMMITTEE
CONTINUING SPONSOR
Mr. Ng Lip Chi, Lawrence (Chairman)
Mr. Lee Keck Keong SAC Capital Private Limited
Mr. Yip Wah Pung 1 Robinson Road
#21-02 AIA Tower
NOMINATING COMMITTEE Singapore 048542
Tel: (65) 6532 3829
Mr. Lim Teck Chai, Danny (Chairman)
Mr. Lee Keck Keong Registered professional: Ms. Tan Pei Woon
Mr. Ng Lip Chi, Lawrence

COMPANY SECRETARY

Ms. Sharon Yeoh Kar Choo, ACIS


UG HEALTHCARE CORPORATION LIMITED
(Company Registration Number: 201424579Z

Visit us at www.ughealthcarecorporation.com

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