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NOTES TO THE FINANCIAL STATEMENTS Asiasons WFG

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									Maximising
Opportunities
ANNUAL REPORT 2007
CONTENTS

CHAIRMAN’S MESSAGE     06
CEO’S MESSAGE          08
FINANCIAL HIGHLIGHTS   10
BOARD OF DIRECTORS     12
OPERATIONS REVIEW      14
CORPORATE GOVERNANCE   22
FINANCIAL REVIEW       35
“Maximising Opportunities” allude to
the eagerness and positive anticipation
within Westcomb to meet and overcome
the challenges on the road ahead.
Having developed the building blocks,
Westcomb is well positioned to act
on the various opportunities that
are presenting themselves to further
enhance growth for the benefit of
its stakeholders.




                                                                01
                                          WESTCOMB FINANCIAL GROUP
                                                ANNUAL REPORT 2007
EXTENDING
HORIZONS
With a road map to achieve sustained
growth, Westcomb is capitalizing on its
strengthened position to leap forward and
create deeper inroads in the field of
corporate finance both locally
and regionally.
OPTIMISING
VALUE
Synergising the experienced talents within
the Group, Westcomb is able to enhance
its offerings to clients. Optimizing the value
of its people and developing new talents
is a topmost priority for Westcomb to reach
its vision.
BROADENING
POSSIBILITIES
With a keen eye on the evolving landscape
and a firm hand on its strategies,
Westcomb is building on the energy
gained to tap into new possibilities that
are opening up in the skyline.
“The pessimist sees difficulty in every
 opportunity. The optimist sees the
 opportunity in every difficulty.”
 - Winston Churchill




                                                             04 / 05
                                         WESTCOMB FINANCIAL GROUP
                                               ANNUAL REPORT 2007
Dato’ Mohammed Azlan Bin Hashim
Chairman
CHAIRMAN’S
MESSAGE

The 2007 performance positively reaffirms         We remain convinced that people are our
Westcomb Financial Group’s (Westcomb)            most important assets. We expect them
ability and determination to play a significant   to be visionary so that Westcomb can
role in the field of corporate finance, not only   develop and grow to meet the changing
in Singapore but also regionally.                needs of the industry, especially in
                                                 a rapidly globalizing world. We need them
The corporate finance business is                 to be entrepreneurial, to drive and deliver
complex and challenging. We have always          innovative services and products to meet
acknowledged this and have invested time,        clients’ needs. They must be knowledgeable
energy and resources to developing and           and professional to be respected and
strengthening our own corporate health,          trusted. Most of all, our people work
in tandem with new demands and                   as a team so that whatever we do will
competition in the industry. In 2007,            be synergistic, not only for ourselves but
driven by a highly-energised vision of           also for the benefit of our clients and the
being a premier corporate finance firm,            industry. Our people clearly understand
Westcomb has played a catalytic role             and accept what is expected of them for
in the financial hub that Singapore has           Westcomb to become an industry leader
been creating around itself. To do this,         and to succeed in the industry that is
we have undertaken major changes to              competitive. I have no doubt that Westcomb
strengthen and realign Westcomb to be            will continue to bring out the best in its
better able to seize and maximize the            people to provide its clientele with expected
opportunities of the era of globalisation.       level of innovative and professional services,
                                                 which in turn will enable Westcomb to
                                                 achieve sustained growth into the future.




                        Most of all, our people work as a team so that whatever we do will be
                        synergistic, not only for ourselves but also for the benefit of our clients and
                        the industry.




                                                                                                                      06 / 07
                                                                                                  WESTCOMB FINANCIAL GROUP
                                                                                                        ANNUAL REPORT 2007
Aw Soon Beng
Chief Executive Officer
CEO’S
MESSAGE

With the concerted efforts put in by our      By sticking with the growth forecast of      With the recent signing of MOU by Beijing
small but dedicated team of staff, our        4.5% - 6.5%, the Government is confident      for Singapore to be the third investment
Group managed to deliver a creditable         Singapore will weather the current turmoil   destination (after Hong Kong and Britain) for
set of results for FY 2007. Overall revenue   in global financial markets. With the         China’s banks to invest their clients’ funds
almost doubled from $10.6m in 2006            ongoing restructuring and upgrading          under the QDII scheme, we believe our
to $20.0m in 2007. All our three business     of the economy, we similarly believe 2008    Stockbroking arm will benefit from this new
areas of IPO and M&A Advisory,                growth in Singapore will prove resilient     source of liquidity for Singapore shares.
Stockbroking as well as Private Equity        despite fears of a US slowdown. This
and Strategic Consultancy chalked up          should enable SGX to continue to pursue      Further afield, we are also looking at
clear gains in volume to contribute to        its successful Asian Gateway strategy.       opportunities that are present in the two
the Group’s improved topline.                 We plan to capitalize on Singapore’s         giant Asian economies of China and India
                                              proven role as the financial hub for          as well as Vietnam and Indonesia which
All three business segments also turned in    the region by stepping up our core IPO       are expected to continue to register strong
good profits growth to enable the Group to     business in both the Main and Catalist       growth due to their robust domestic
register a net profit of $6.2m in 2007 which   boards of SGX.                               demand. China in particular is trying to
is almost 4.8 times the $1.3m bottomline                                                   slow its red hot growth rates by restrictive
achieved in 2006.                             There is a discernible and rising trend      lending policies which could generate
                                              of companies from emerging economies         investment opportunities for our Private
With the momentum built up in 2007, we        like China and India buying businesses       Equity units.
aim to maximize the opportunities we see      overseas. This provides numerous
coming up in 2008.                            opportunities in M&A Advisory which          While keeping a close eye on the risks
                                              we intend to tap into.                       landscape that is always evolving, we
                                                                                           in Westcomb are confident that with the
                                                                                           extensive experience and established
                                                                                           networks built up in Singapore and
                                                                                           the region, our team of dedicated and
                                                                                           professional staff will be able to
                                                                                           maximize the opportunities that we
                                                                                           see opening up in 2008.




                        With the momentum built up in 2007, we aim to maximize the opportunities
                        we see coming up in 2008.




                                                                                                                               08 / 09
                                                                                                           WESTCOMB FINANCIAL GROUP
                                                                                                                 ANNUAL REPORT 2007
FINANCIAL
HIGHLIGHTS

                                               Year ended 31 December
                                       2007       2006
                                                                Increase
                                       S$’m       S$’m
Turnover                               20.0       10.6          88.9%
Operating profit                        7.6        1.3           478.3%
Profit before tax & minority interest   7.4        1.3           489.6%
Profit after tax & minority interest    6.2        1.3           394.2%
Cash & bank balances                   32.5       31.5          3.0%




                                               Year ended 31 December
                                                                Increase/
                                       2007       2006
                                                                (Decrease)
Bank Borrowings                        S$NIL      S$1.0 m       (100.0%)
ROE                                    16.9%      4.3%          296.5%
ROA                                    9.8%       2.3%          320.8%
Earnings per share (cents)             3.46       0.81          325.7%




                                                                                                 10 / 11
                                                                             WESTCOMB FINANCIAL GROUP
                                                                                   ANNUAL REPORT 2007
BOARD
OF DIRECTORS




Dato’ Mohammed Azlan Bin Hashim              Aw Soon Beng                                 Lee Joo Hai
Chairman                                     Chief Executive Officer                       Independent Director


Dato’ Azlan is a Malaysian who has           Mr Aw Soon Beng is our CEO and               Mr Lee, aged 52, was appointed as an
extensive experience in the corporate        Executive Director. Since the inception of   Independent Director on 31 March 2008.
sectors including financial services and      Westcomb in June 2000, Mr Aw was our         He is a partner in BDO Raffles, a public
investments. Amongst others, he has          COO till November 2006 when he became        accounting firm and has over 25 years
served as Executive Chairman of Bursa        the CEO. As CEO, Mr Aw is responsible        of experience in accounting and auditing.
Malaysia Berhad Group, Chief Executive       to oversee the overall management of our     He has serviced large multinational and
of Bumiputra Merchant Bank Berhad and        Group. Prior to joining Westcomb, Mr Aw      publicly listed companies as well as smaller
Group Managing Director of Amanah            has 14 years of banking experience           entities. Activities of clients include those
Capital Malaysia Berhad.                     garnered in DBS Bank in the areas            of property developers, hoteliers, insurers,
                                             of corporate finance, corporate and           building contractors, manufacturers,
He is currently a board member of various    syndication lending, consumer finance         insurance brokers, freight forwarders
companies including Proton Holdings          and international banking. Having worked     and those in other service industries.
Berhad, Labuan Offshore Financial            in management positions in Taiwan and        Mr Lee also sits on the boards of a few
Services Authority, Employees Provident      the PRC, Mr Aw has extensive overseas        other listed companies in Singapore and
Fund, Khazanah Nasional Berhad, Scomi        experience and is intimately familiar with   is also a member of the Institute of
Group Bhd., D&O Ventures Berhad and          the business and financial environment        Directors of both Singapore and Hong
Golden Pharos Berhad. He was also            of the Greater China Region. He has been     Kong. Mr Lee is a Certified Public
appointed Chairman of University Darul       directly involved in the successful public   Accountant of Singapore and also holds
Iman Malaysia.                               listings of a number of local and foreign    memberships in the Institute of Chartered
                                             companies on the SGX-ST. Mr Aw holds         Accountants in England and Wales,
Dato’ Azlan holds a Bachelor of Economics    a Bachelor of Arts degree from the           Association of Chartered Certified
(Monash) and qualified as a Chartered         National University of Singapore.            Accountants, CPA Australia and the
Accountant (Australia). He is a member                                                    Malaysian Institute of Accountants.
of the Institute of Chartered Accountants,
Australia, Malaysian Institute of
Accountants, Fellow Member of Malaysian
Institute of Directors, Fellow Member of
the Institute of Chartered Secretaries and
Administrators and Hon. Member of The
Institute of Internal Auditors, Malaysia.
Tan Soo Kiat                                     Jeyaratnam A/L Tamotharam Pillai
Independent Director                             Non-Executive Director


Mr Tan Soo Kiat is the Chairmen of our           Jeyaratnam A/L Tamotharam Pillai is a
Nominating and Remuneration Committees           seasoned merchant banking veteran with
and currently a director of Intergate Pte Ltd,   20 years experience. He has been actively
a company engaged in the provision of            involved in various high profile assignments
corporate advisory services. With extensive      that include public flotation, merger and
experience in the banking and finance             acquisitions, capital raising, corporate
industry, he previously held senior financial     restructuring, privatization and
appointments in several public-listed            cross-border transactions. Prior to
companies. Currently, he is also a Board         his appointment as Deputy Chief
member of a number of public companies           Executive Officer of ECM Libra
listed on the Singapore Exchange.                Investment Bank Berhad, a public
A Chartered Accountant, he graduated             listed company on the Main Board
from University of Otago, New Zealand.           of Bursa Malaysia Securities Berhad,
                                                 Mr. Jeyaratnam was formerly the Deputy
                                                 Chief Executive Officer of Aseambankers
                                                 Malaysia Berhad from 2003 to 2006, and
                                                 also served as the Chief Executive Officer
                                                 of Alliance Merchant Bank from 2001 to
                                                 2003. He was a member of the Capital
                                                 Market Strategic Committee responsible
                                                 in formulating the Malaysian Capital Market
                                                 Masterplan. He is a member of the Institute
                                                 of Chartered Accountants in England
                                                 and Wales.




                                                                                                                   12 / 13
                                                                                               WESTCOMB FINANCIAL GROUP
                                                                                                     ANNUAL REPORT 2007
OPERATIONS
REVIEW
“Do what you can, with what you have,
 where you are.” - Theodore Roosevelt
WESTCOMB CAPITAL
PTE LTD

Westcomb Capital Pte Ltd began the year      Westcomb Capital Pte Ltd had also
with the listing of KSH Holdings Limited –   established strong market presence in
a construction, property developer and       the secondary market with secondary
property management company, on the          placements for Swiber Holdings Limited,
Main Board of the SGX-ST. KSH Holdings       Zhonghui Holdings Limited and China
Limited, the top performer for all IPO       Haida Ltd. This was further complemented
listings on the SGX for 2007, closed at      with other advisory deals such as Financial
a premium of 169% over its issue price.      Adviser to Zhonghui Holdings Limited
This performance stood us in good stead      on its acquisition of Baoji Zhongcheng
through the year with four other listings,   Machine Tooling Co., Ltd valued at S$44
namely, Soup Restaurant Group Limited,       million and the Financial Adviser to Asia
Cosmosteel Holdings Limited, Avi-Tech        Water Technology Ltd. on its convertible
Electronics Limited and Chung Hong           bonds valued at US$30 million.
Holdings Limited. Of the four Main Board
listings, the average 1st day premium over   Westcomb Capital Pte Ltd possesses an
their respective offer prices was 112.5%     established team distinguishing us from
and the only SESDAQ listing, Soup            the competition as demonstrated by the
Restaurant Group Limited, recorded a 1st     more than 70 companies that we have
day premium of 21.4%. This is a testimony    listed in the past eight years. We are
to Westcomb Capital Pte Ltd being one of     confident that we will continue to bring
the more active Issue Managers in 2007.      excellence to our future achievements.




                       Westcomb Capital Pte Ltd possesses an established team distinguishing us
                       from the competition as demonstrated by the more than 70 companies that
                       we have listed in the past eight years.
                    16 / 17
WESTCOMB FINANCIAL GROUP
      ANNUAL REPORT 2007
WESTCOMB SECURITIES
PTE LTD

2007 marked the fourth year of business         Going forward, the company will provide
for Westcomb Securities Pte Ltd. The year       support and distribution network to
was good for the local stock market due to      enhance the Group’s corporate finance
Singapore’s good economic performance,          activities and augment Westcomb Group’s
higher corporate earnings and abundant          track record and brand name.
foreign funds flow into the region. Both
index and business turnover surged to           The research team continued to support
new highs.                                      the SGX-MAS’ research incentive scheme.
                                                Additionally, our analysts, with experience
Westcomb Securities’ built-up strategy was      and good industry contact, will continue
timely enabling it to ride on the very good     to carry on investment research into the
volume resulting in higher revenue and          valued mid- and small-cap companies.
profitability for the company. With a larger     The team will also aim at profiling newly
sales team and experienced supporting           listed companies and growth companies
backroom staff, the company had built           and to reach out to the investing
a good institutional and private client base.   community with seminars and corporate
It will continue to follow the same strategy    presentations. Our research website,
to recruit more trading representatives to      www.estockresearch.com provides
penetrate the market place.                     investors easy online access to our daily
                                                market digest and stock analysis reports.
With an expanded sales team and client
base, Westcomb Securities continues to
play an important role as underwriter and
placement agent for our Group’s managed
new share issues (initial public offerings).




                        With an expanded sales team and client base, Westcomb Securities
                        continues to play an important role as underwriter and placement agent
                        for our Group’s managed new share issues (initial public offerings).
                    18 / 19
WESTCOMB FINANCIAL GROUP
      ANNUAL REPORT 2007
RAINTREE VENTURES PTE LTD &
RAINTREE STRATEGIC CONSULTANCY
LIMITED
Raintree Ventures and Raintree Strategic         A substantial part of our effort is spent    Post-investment, we see ourselves as
Consultancy are wholly owned subsidiaries        identifying suitable companies to nurture    value-added partners, and we typically
of the Westcomb Financial Group, which           and partner. To do this, we tap on wide      offer an active hand to prepare companies
focus on private equity transactions.            industry networks to source for a fresh      for capital market expectations. This
The Raintree entities target promising           pipeline of quality deals. After which, we   may mean working with management
companies with attractive prospects              deliberate carefully on the key risks and    to strengthen and articulate assets
upstream of the IPO process. In addition         value drivers. Whilst each deal is unique,   like the filing of patents for intellectual
to bringing in a unique pipeline of revenues,    we apply the same methodical rigor of        properties or the valuation of key business
our activities complement the group’s            inquiry across all our potential deals to    units. Via the investment community, we
core business.                                   arrive at a robust understanding of the      also facilitate strategic partnerships with
                                                 micro and macro factors that may affect      other industry principles to help our
Operating in the pre-IPO space, we are able      our investments. To provide such             investee companies open new sales
to invest a number of committed funds to         necessary insights, we are helmed by         and supply channels.
help companies strengthen their financials        personnel with experience in corporate
prior to a listing. These funds may be used to   finance, venture and equity investments.      In 2007, we were occupied with new
reduce gearing or provide working capital to     Being involved with investments across       investments in the healthcare, oil & gas,
enable a company to raise its profile. When       different industries and geographic          information technology and clean energy
the opportunity presents itself, we also         regions, we routinely tap on industry        sectors. During the year, we were also
pursue buyout opportunities or privatization     experts and other professionals to provide   able to take opportunity of favorable
deals that culminate in a discernable exit       comprehensive cover of our projects.         capital markets to make a string of
event such as an acquisition or a reverse                                                     successful divestments.
takeover. For investments, we generally
focus on opportunities with maturity periods
of up to 24 months. To date we have
participated in over 20 such projects.




                         Post-investment, we see ourselves as value-added partners, and we
                         typically offer an active hand to prepare companies for capital market
                         expectations. This may mean working with management to strengthen and
                         articulate assets like the filing of patents for intellectual properties or the
                         valuation of key business units.
                    20 / 21
WESTCOMB FINANCIAL GROUP
      ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




INTRODUCTION

The Directors and Management of Westcomb Financial Group Limited (“the Company”) are committed to uphold good corporate
governance. This commitment to corporate governance is seen in their continuous support of the Code of Corporate Governance, which
has been revised in July 2005 (“the Code”), in their effort to observe high standards of transparency, accountability and integrity in
managing the Group’s business in order to create value for its stakeholders and safeguard the Group’s assets.

This Statement describes the practices the Company has taken with respect to each of the principles and guidelines and the extent of its
compliance with the Code during the financial year 2007 (“FY2007”).


BOARD MATTERS

The Board’s Conduct of Affairs

Principle 1:     Every company should be headed by an effective Board to lead and control the company. The Board is collectively
                 responsible for the success of the Company. The Board works with Management to achieve this and the Management
                 remains accountable to the Board.

The Company is headed by an effective Board, comprising competent individuals with diversified background and collectively brings with
them a wide range of experience, to lead and control the Company. The Board has the responsibility for the overall management of the
Group. It establishes the corporate strategies of the Group, sets directions and goals for the executive management. It supervises the
executive management and monitors performance of these goals to enhance shareholders’ value. The Board is also responsible for the
overall corporate governance of the Group.

The profile of each Director is presented in pages 12 to 13 of this Annual Report.

To assist in the execution of its responsibilities, the Board has established an Audit Committee (“AC”), Nominating Committee (“NC”)
and Remuneration Committee (“RC”). These committees function within clearly defined terms of references and operating procedures,
which are reviewed on a regular basis. The effectiveness of these committees is also constantly reviewed by the Board. The roles and
responsibilities of the AC, NC and RC are provided for in the latter sections of this Annual Report.

The full Board meets on a regular basis and as when necessary, to address any significant matters that may arise.

As provided for under Article 97 of the Company’s Articles of Association, the Directors of the Company may participate in any meeting of
Directors by means of a conference telephone, video conferencing, audio visual or other similar communications equipment by means of
which all persons participating in the meeting can hear each other.




22
CORPORATE GOVERNANCE STATEMENT




The number of Board and Board Committee meetings held during FY2007 and the attendance of each Director where relevant is as
follows :-


 Type of meetings                                      Board                  AC                    NC                    RC
 No. of meetings held in FY2007                          2                     2                     1                     1
 Attendance
 Dato’ Mohamed Azlan Bin Hashim                         2/2                   2/2                   1/1                   1/1
 Choo Chee Kong    1
                                                        2/2                   N/A                   N/A                   N/A
 Aw Soon Beng                                           2/2                   N/A                   N/A                   N/A
 (Alternate : Loo Chin Keong)
 Jeyaratnam A/L Tamotharam Pillai                       2/2                   N/A                   N/A                   N/A
 Tan Soo Kiat                                           2/2                   2/2                   1/1                   1/1
 Teo Kiang Kok 2                                        2/2                   2/2                   1/1                   1/1
 Lee Joo Hai   3
                                                        N/A                   N/A                   N/A                   N/A

1.   Mr. Choo Chee Kong resigned from the Board on 3 April 2008
2.   Mr. Teo Kiang Kok resigned from the Board and as the Chairmen of the Audit and Nominating Committees and member of the
     Remuneration Committee, on 31 March 2008
3.   Mr. Lee Joo Hai was appointed to the Board and as the Chairman of the Audit Committee and members of the Nominating and
     Remuneration Committees, on 31 March 2008

The Board has identified the following areas for which the Board has direct responsibility for decision making :-
•    Approving the Group’s major investments and funding decisions;
•    Approving the Group’s half-year and full-year results announcements for release via the SGXNET in accordance to the Listing Rules
     of the Singapore Exchange Securities Trading Limited (“SGX-ST”);
•    Approving Annual Report and Audited Financial Statements;
•    Convening of Shareholders’ Meetings;
•    Approval of Corporate Strategies; and
•    Approval of material acquisitions and disposal of assets.

Upon appointment, each Director will receive appropriate training to ensure that the Director is familiar with the Group’s business and
governance practices.




                                                                                                                                23
                                                                                                          WESTCOMB FINANCIAL GROUP
                                                                                                                ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 Board Composition and Guidance

 Principle 2:     There should be a strong and independent element on the Board, which is able to exercise objective judgment on
                  corporate affairs independently, in particular, from Management. No individual or small group of individuals should be
                  allowed to dominate the Board’s decision making.

 The current Board consist of five (5) members comprising the Non-Executive Chairman, the Chief Executive Officer (“CEO”), one (1)
 Non-Executive Director and two (2) Independent Non-Executive Directors. The number of Independent Directors complies with the
 Code’s requirement that at least one-third (1/3) of the Board should be made up of Independent Directors, which brings a strong and
 independent element to the Board.

 On an annual basis and upon notification by an Independent Director of a change in circumstances, the NC will review the independence
 of each Independent Director based on the criteria for independence defined in the Code and recommends to the Board as to whether
 the Director is to be considered independent.

 The Board examines its size and after taking into account the scope and nature of the Company’s operations as well as the diversified
 background and experience of the Directors that provides core competencies in areas such as finance, accounting, legal, business
 management, industry knowledge and strategic planning experience, is satisfied that the Board is of an appropriate size to facilitate
 effective decision making.

 Chairman and Chief Executive Officer

 Principle 3:     There should be a clear division of responsibilities at the top of the company – the working of the Board and the
                  executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no
                  one individual represents a considerable concentration of power.

 The Board subscribes to the principles set out in the Code on the separation of roles of the Chairman and the CEO. There is a clear
 division of responsibilities between the Chairman and the CEO, which ensures that there is a balance of power and authority, such that
 no one individual represents a considerable concentration of power.

 The Chairman bears the responsibility for the effective conduct of the Board whilst the CEO bears the executive responsibility for the
 operation of the Group’s business.

 The Chairman ensures that Board meetings are held when necessary, sets Board meeting agenda and reviews Board Papers in
 consultation with the CEO, prior to presenting them to the Board. The Chairman and the CEO ensure that Board members are provided
 with complete, adequate and timely information on a regular basis to enable them to be fully cognisant of the affairs of the Group.

 The Chairman and the CEO are not related to each other.




24
CORPORATE GOVERNANCE STATEMENT




Board Membership

Principle 4:      There should be a formal and transparent process for the appointment of new directors to the Board.

The Company had established a Nominating Committee (“NC”) to make recommendations to the Board on all board appointments. The
NC comprises the following three (3) Directors, a majority of whom including the Chairman of the NC, are Independent Non-Executive
Directors. The NC Chairman is also not associated with any substantial shareholders of the Company.

Mr. Tan Soo Kiat (Chairman)
Dato’ Mohammed Azlan Bin Hashim (Member)
Mr. Lee Joo Hai (Member)

The NC is governed by the NC’s Terms of Reference which describes the duties and functions of the NC.

The duties and functions of the NC are as follows :-

(a)   to make recommendations to the Board on all board appointments, including re-nominations, having regard to the Director’s
      contribution and performance (for example attendance, preparedness, participation, candour and others);

(b)   to determine annually whether a Director is independent;

(c)   where a Director has multiple board representations, to decide whether a Director is able to and has adequately carried out his duties
      as Director, having regard to the competing time commitments that are faced when serving on multiple boards; and

(d)   to decide how the Board’s performance may be evaluated and propose objective performance criteria that allow comparison with
      industry peers, for approval by the Board, and that address how the Board has enhanced long-term shareholders’ value.

The Company’s Articles of Association provides that at each Annual General Meeting (“AGM”), one-third (1/3) of the Directors for the time
being, or if their number is not a multiple of three (3), the number nearest to one-third (1/3) but not less than one-third (1/3) shall retire by
rotation and that all the Directors (other than a Director holding the office as Managing Director) shall retire by rotation at least once every
three (3) years and such retiring Director shall be eligible for re-election.

The details of the Directors who will retire by rotation at the forthcoming AGM, Mr. Aw Soon Beng and Mr. Tan Soo Kiat, are disclosed in
the Directors’ Profile on pages 12 to 13 of this Annual Report.

Where a vacancy arises, the NC will consider each candidate for directorship based on the selection criteria determined after consultation
with the Board and after taking into consideration the qualification and experience of such candidate, his / her ability to increase the
effectiveness of the Board and to add value to the Group’s business in line with its strategic objectives, the NC will recommend the
candidate to the Board for approval. Under the Company’s Articles of Association, a newly appointed Director shall retire at the AGM
following his / her appointment and he / she shall be eligible for re-election.


                                                                                                                                        25
                                                                                                                  WESTCOMB FINANCIAL GROUP
                                                                                                                        ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 Board Membership (cont’d)

 Pursuant to the company’s Articles of Association, Mr. Lee Joo Hai, who was appointed to the Board on 31 March 2008, will retire at the
 forthcoming AGM. His profile are disclosed on page 12 of this Annual Report.

 Board Performance

 Principle 5:   There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director
                to the effectiveness of the Board.

 On an annual basis, the NC in consultation with the Chairman of the Board, will review and evaluate the performance of the Board as a
 whole, taking into consideration the attendance record at the meetings of the Board and Board Committees and also the contribution of
 each Director to the effectiveness of the Board.

 Other than the attendance record at meetings, the contribution of individual Director or any other performance criteria which the Board
 may propose, the performance evaluation should also consider the Company’s share price performance over a five-year period vis-à-vis
 the Singapore Straits Times Index, a benchmark index of its industry peers, the return on assets, return on equity, return on investment,
 economic value added and profitability on capital employed.

 Access to Information

 Principle 6:     In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely
                  information prior to board meetings and on an on-going basis.

 The Board has separate and independent access to the senior management of the Group at all times. Request for information are dealt
 with promptly by management. The Board is informed of all material events and transactions as and when they occur. The information
 made available to the Director is in various forms such as half-year and full-year financial results, progress reports of the Group’s
 operations, corporate development, regulatory updates, business developments and audit reports. The management also consults with
 Board members regularly whenever necessary and appropriate. The Board is issued with Board papers timely prior to Board meetings.

 The Directors also have separate and independent access to the company secretary. The role of the company secretary is to administer,
 attend and prepare minutes of Board meetings, assists the Chairman in ensuring that Board procedures are followed and reviewed
 so that the Board functions effectively and the Company’s Memorandum and Articles of Association, Listing Manual of the SGX-ST
 and other relevant rules and regulations applicable to the Company are complied with. The company secretary also attends all Board
 meetings. The appointment and removal of the company secretary are decided by the Board as a whole.

 The Board in fulfilling its responsibilities can as a group or individually, when deemed fit, direct the Company, at the Company’s expense,
 to appoint an independent professional adviser, to render professional advise.




26
CORPORATE GOVERNANCE STATEMENT




REMUNERATION MATTERS

Procedures for developing remuneration policies

Principle 7:      There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the
                  remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

The Remuneration Committee (“RC”) comprises the following three (3) Directors, all of whom are Non-Executive Directors and a majority
of whom including the Chairman of the RC are Independent Directors :-

Mr. Tan Soo Kiat (Chairman)
Dato’ Mohamed Azlan Bin Hashim (Member)
Mr. Lee Joo Hai (Member )

The RC is governed by the RC’s Terms of Reference which describes the duties and powers of the RC.

The RC is responsible :-

(a)   to recommend to the Board a framework of remuneration for the Board and key executives, and to determine specific remuneration
      packages for each Executive Director, which covers all aspects of remuneration including but not limited to Directors’ fees, salaries,
      allowances, bonuses, options and benefits in kind;

(b)   in the case of service contracts of Directors (if any), to review and to recommend to the Board, the terms of renewal of service
      contracts and to consider the compensation commitments of the service contracts in the event of early termination;

(c)   in respect of the Westcomb Financial Group Share Plan 2003 (“Share Plan”) and any such other long term incentive scheme (if any)
      including share option or share scheme, to administer and to consider whether an employee or Director is eligible for the benefits
      under such scheme; and

(d)   to retain such professional consultancy firm deemed necessary to enable the RC to discharge their duties satisfactorily.

The RC’s recommendations are made in consultation with the Chairman of the Board and submitted to the entire Board for endorsement.

The Directors are not involved in the discussion and in deciding their own remuneration.




                                                                                                                                    27
                                                                                                              WESTCOMB FINANCIAL GROUP
                                                                                                                    ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 Level and Mix of Remuneration

 Principle 8:       The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company
                    successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of
                    executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

 In setting remuneration package for Executive Directors, the performance related elements of remuneration form a significant portion
 of the total remuneration package in order to align the Executive Directors’ interests with those of shareholders and to link rewards to
 corporate and individual performance. The RC will also take into consideration the pay and employment conditions within the industry
 and comparable companies.

 The remuneration of Non-Executive Directors will also be reviewed to ensure that the remuneration commensurate with the contribution,
 effort and time spent, and the responsibilities of the Directors.

 The Directors’ Fees paid to the Non-Executive Directors of the Company each year are subject to the approval of the Company’s
 shareholders at the AGM.

 Disclosure of Remuneration

 Principle 9:       Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the
                    procedure for setting remuneration in the Company’s annual report. It should provide disclosure in relation to its
                    remuneration policies to enable investors to understand the link between remuneration paid to directors and key
                    executives, and performance.

 The remuneration of the Directors and the top five (5) key executives, who are not Directors of the Company, for FY2007, are disclosed
 below. The disclosure is to enable investors to understand the link between the remuneration paid to Directors, and key executives and
 their performance.

 The number of Directors and top five (5) key executives whose total remuneration for FY2007 falls within the following bands are as
 follows :-


                                                      Executive Directors        Non-Executive Directors            Key Executives
     Remuneration Level
                                                      2006           2007           2006           2007           2006           2007
     Less than $250,000                                 -              -             5              4              5              1
     $250,000 - $500,000                                2              -              -              -              -             3
     $500,000 and above                                 -              2              -              -              -             1




28
CORPORATE GOVERNANCE STATEMENT




The breakdown (in percentage terms) of each Directors’ remuneration for FY2007 are as follows :-


                                                          Salary                 Bonus             Directors’ Fees        Benefits in Kind
 Dato’ Mohamed Azlan Bin Hashim                              -                      -                  100.0%                     -
 Choo Chee Kong      1
                                                          55.4%                  44.6%                     -                      -
 Aw Soon Beng                                             41.6%                  58.4%                     -                      -
 Teo Kiang Kok   2
                                                             -                      -                  100.0%                     -
 Tan Soo Kiat                                                -                      -                  100.0%                     -
 Jeyaratnam A/L Tamotharam Pillai                            -                      -                  100.0%                     -

1     Mr. Choo Chee Kong resigned from the Board on 3 April 2008
2.    Mr. Teo Kiang Kok resigned from the Board and as the Chairmen of the Audit and Nominating Committees and member of the
      Remuneration Committee, on 31 March 2008

Save as disclosed above, the Company does not have any employee who is immediate family members of a Director or the CEO, whose
remuneration for FY2007 exceeds S$150,000.

Information on the Company’s Share Plan is set out in the Directors’ Report on pages 36 to 39.


ACCOUNTABILITY AND AUDIT

Accountability

Principle 10:        The Board should present a balanced and understandable assessment of the company’s performance, position and
                     prospects.

The Board is responsible to provide a balanced and understandable assessment of the Company’s performance, position and prospects,
to its shareholders, the public and regulators.

The Board is accountable to its shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure of
material information to its shareholders in compliance with the statutory requirements and the Listing Manual of the SGX-ST.

Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or simultaneously
with such meetings. Financial results and annual reports are announced and issued within the statutory prescribed periods.




                                                                                                                                      29
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 Audit Committee (“AC”)

 Principle 11:     The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its authority
                   and duties.

 The AC comprises the following three (3) Directors, all of whom are Non-Executive Directors and a majority including the Chairman of the
 AC are Independent Directors :-

 Mr. Lee Joo Hai (Chairman)
 Dato’ Mohamed Azlan Bin Hashim (Member)
 Mr. Tan Soo Kiat (Member)

 The Board ensures that the members of the AC are appropriately qualified to discharge their responsibilities. Dato’ Mohamed Azlan Bin
 Hashim, Mr. Lee Joo Hai and Mr. Tan Soo Kiat are all qualified Chartered Accountants and they possess the requisite accounting and
 financial management expertise and experience.

 The AC is governed by its Terms of Reference which highlights its duties and functions as follows :-

 (a)   to review with the external auditors, the audit plan, their evaluation of the Group’s system of internal accounting controls, their audit
       report, management letter and the management’s response; and also to review the assistance given by the Company’s officers to
       the external auditors;

 (b)   to review the scope and results of audit and its cost effectiveness and the independence and objectivity of the external auditor.
       Where the external auditor also provides a substantial volume of non-audit services to the Company, to review the nature and extent
       of such services to maintain the balance of objectivity and value for money;

 (c)   to review the half-year and full-year financial results of the Company and the consolidated financial statements of the Group before
       submission to the Board for approval;

 (d)   to review annually the effectiveness of the Company’s material internal controls including financial, operational and compliance
       control and risk management;

 (e)   to review the independence of the external auditor annually;

 (f)   to consider and make recommendations to the Board on the appointment, re-appointment and removal of external auditors, their
       remuneration and terms of engagement;

 (g)   to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company and to review
       the adequacy of the function annually;



30
CORPORATE GOVERNANCE STATEMENT




(h)   to review the scope and results of the internal audit procedures;

(i)   to meet with the external and internal auditors without the presence of the management, annually;

(j)   to review interested persons transactions to comply with the rules of the Listing Manual of the SGX-ST and other relevant statutory
      requirements and any potential conflicts of interest; and

(k)   to commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or
      failure of internal controls or infringement of any Singapore law, rules or regulations which has or is likely to have a material impact
      on the operating results and financial position of the Group.

The AC has the power to conduct and authorize investigations into matters within the AC’s scope of responsibility. The AC also has full
access to and co-operation of the Company’s management and has full discretion to invite any Director or executive officer to attend the
AC meetings, and has been given the reasonable resources to enable it to discharge its functions.

During FY2007, the AC met two (2) times to discuss the following matters :-

(a)   reviewed the internal auditor’s findings and the Group’s Internal Audit process and control system;

(b)   reviewed the half-year and full-year unaudited results announcements, before recommending it to the Board for approval;

(c)   reviewed the external auditor’s report for the financial year ended 31 December 2006;

(d)   reviewed the nature and extent of non-audit services provided by PricewaterhouseCoopers (“PwC”) during the year ended 31
      December 2006 and reviewed the external auditor’s independence;

(e)   recommended the re-appointment of PwC as external auditors of the Company for the ensuing year, to the Board for approval;

(f)   discussed and recommended the implementation of the Whistle Blowing Policy for the Group;

(g)   reviewed the interested persons transactions;

(h)   reviewed the Corporate Governance Statement for disclosure in the Company’s 2006 Annual Report; and

(i)   reviewed and approved the external auditors’ plan for the year ended 31 December 2007.




                                                                                                                                      31
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 During FY2007, the AC also met once with the external auditors without the presence of the management.

 The AC noted and confirmed that other than the recurring annual audit work, there are no non-audit fees paid to PwC during the FY2007
 and there were also no non-audit services provided by PwC that would affect the independence of PwC as external auditors of the
 Company.

 The Company has in place a Whistle-Blowing Policy, to enable persons employed by the Group a channel to report any suspicions of
 non-compliance with regulations, policies and fraud, etc, to the appropriate authority for resolution, without any prejudicial implications
 for these employees. The AC has been vested with the power and authority to receive, investigate and enforce appropriate action when
 any such non-compliance matter is brought to its attention.

 Internal Controls

 Principle 12 :    The Board should ensure that the Management maintains a sound system of internal controls to safeguard the
                   shareholders’ investments and the company’s assets.

 It is the opinion of the Board that, in the absence of evidence to the contrary, the system of internal controls maintained by the Company’s
 management and that was in place throughout FY2007 and up to the date of this report provides reasonable, but not absolute, assurance
 against material financial misstatements or losses, and includes the safeguarding of assets, the maintenance of proper accounting records,
 the reliability of financial information, compliance with appropriate legislation, regulations and best practices, and the identification and
 containment of financial, operational and compliance risks. The Board notes that all internal control systems contain inherent limitations
 and no system of internal controls could provide absolute assurance against the occurrence of material errors, poor judgment in decision-
 making, human error losses, fraud or other irregularities.

 Internal Audit

 Principle 13:     The company should establish an internal audit function that is independent of the activities it audits.

 The Company outsources its internal audit function to an external professional firm, KPMG, who reports directly to the Chairman of AC
 and administratively to the CEO. The objective of the internal audit function is to determine whether the Group’s risk management, control
 and governance processes, as designed by the Company, is adequate and functioning in the required manner. The internal auditors have
 identified the Group’s main business processes and developed an audit plan that covers the main business processes over a 2-3 year
 audit cycle.

 The AC will review the adequacy of the internal audit function annually and ensures that the internal audit function is adequately resourced
 and has appropriate standing within the Company.




32
CORPORATE GOVERNANCE STATEMENT




COMMUNICATION WITH SHAREHOLDERS

Principle 14 :    Companies should engage in regular, effective and fair communication with shareholders.

Principle 15:     Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to
                  communicate their views on various matters affecting the company.

The Company does not practice selective disclosure. In line with the continuous obligations of the Company pursuant to the Listing Rules
of the SGX-ST, the Board’s policy is that all shareholders should be equally informed of all major developments impacting the Group.

Information is disseminated to shareholders on a timely basis through:
•     SGXNET announcements and press releases;
•     Annual Reports and Circulars prepared and issued to all shareholders; and
•     Company’s website at www.westcombfinancial.com, at which shareholders may have access to information on the Group.

At the Company’s general meetings, shareholders are given the opportunity to voice their views and ask Directors or management questions
regarding the Company.

The Chairmen of the AC, RC and NC will normally be present at AGMs to answer any questions relating to the work of these committees.
The external auditors are also present at the AGMs.

There are separate resolutions at the general meetings to address each distinct issue.


RISK MANAGEMENT

The Company regularly reviews and improves its business and operational activities to identify areas of significant business risks as well
as take appropriate measures to control and mitigate these risks. The Company reviews all significant control policies and procedures and
highlights all significant matters to the AC and Board.


MATERIAL CONTRACTS

There were no material contracts including loans, that are either still subsisting at the end of FY2007 or entered into by the Group during
the FY2007, involving the interests of any Director, the CEO or the controlling shareholders.




                                                                                                                                   33
                                                                                                             WESTCOMB FINANCIAL GROUP
                                                                                                                   ANNUAL REPORT 2007
CORPORATE GOVERNANCE STATEMENT




 INTERESTED PERSON TRANSACTIONS

 The Company has established procedures to ensure that all transactions with interested persons are reported on a timely manner to
 the AC and these interested persons transactions are conducted on an arm’s length basis and are not prejudicial to the interests of its
 shareholders.

 The details of the interested persons transactions between the Company or its subsidiaries and any of its interested persons subsisting
 at the end of the FY2007, are as follows :-



          Name of Interested Persons                Aggregate value of all interested           Aggregate value of all interested
                                                  person transactions during FY2007           person transactions conducted under
                                                   (excluding transactions less than           shareholders’ mandate pursuant to
                                                S$100,000 and transactions conducted          Rule 920 (excluding transactions less
                                                under shareholders’ mandate pursuant                     than S$100,000)
                                                              to Rule 920)
     Choo Chee Kong +                                         S$2,008,563/-                                      N/A
     Lim Sok Cheng Julie,
                                                              S$1,009,130/-                                      N/A
     wife of Choo Chee Kong +
     Westcomb Profits Limited
                                                               S$110,383/-                                       N/A
     (50% owned by Aw Soon Beng) ++

 +       Relates to repayment of loan extended to a subsidiary.
 ++      Relates to pledge of shares by Westcomb Profits Limited to the banks to secure a banker’s guarantee issued to Monetary Authority
         of Singapore.


 DEALING IN SECURITIES

 In line with the Rule 1207 (18) of the Listing Manual of the SGX-ST, the Company has in place a policy prohibiting share dealings by
 Directors and employees of the Group for the period of one (1) month before the announcement of the Company’s half-year and full year
 financial results as the case may be, and ending on the date of the announcement of the relevant results.

 Directors and employees of the Group are expected to observe the insider trading laws at all times even when dealing in securities within
 permitted trading period.




34
FINANCIAL REVIEW




FINANCIAL CONTENTS
DIRECTORS’ REPORT                             36

STATEMENT BY DIRECTORS                        40

INDEPENDENT AUDITOR’S REPORT                  41

CONSOLIDATED INCOME STATEMENT                 43

BALANCE SHEETS                                44

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY   46

CONSOLIDATED CASH FLOW STATEMENT              48

NOTES TO THE FINANCIAL STATEMENTS             50

SHAREHOLDINGS STATISTICS AND DISTRIBUTION     107

NOTICE OF ANNUAL GENERAL MEETING              109

PROXY FORM


                                                                          35
                                                    WESTCOMB FINANCIAL GROUP
                                                          ANNUAL REPORT 2007
DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31
December 2007 and the balance sheet of the Company as at 31 December 2007.

Directors

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

Dato’ Mohammed Azlan Bin Hashim
Lee Joo Hai                                 (Appointed on 31 March 2008)
Tan Soo Kiat
Jeyaratnam A/L Tamotharam Pillai
Aw Soon Beng
Loo Chin Keong                              (Alternate to Aw Soon Beng)

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose 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, other than as disclosed under the section on “Share options/share awards”.

Directors’ interests in shares or debentures

According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the
shares or debentures of the Company or its related corporations, except as follows:

                                                       Holdings registered                                    Holdings in which director
                                                       in name of director                               is deemed to have an interest
                                      At 01.01.2007       At 31.12.2007      At 21.01.2008   At 01.01.2007        At 31.12.2007      At 21.01.2008
The Company -
(No. of ordinary shares)
Dato’ Mohammed Azlan Bin Hashim                    -                   -                 -      22,000,000           35,665,719            35,665,719
Choo Chee Kong
(resigned on 3 April 2008)              10,938,002            2,839,419        22,073,555      51,329,050            36,686,013                     -
Teo Kiang Kok
(resigned on 31 March 2008)                100,000             100,000             100,000                -                    -                    -
Aw Soon Beng                                       -                   -        2,000,000                 -          36,686,013            13,451,877
Loo Chin Keong                                     -                   -           735,294                -             735,294                     -



36
DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




Directors’ interests in shares or debentures (continued)

By virtue of his interests of not less than 20% of the shares of the Company, Choo Chee Kong (who has resigned on 3 April 2008) and Aw Soon
Beng are also deemed to have interests in the whole of the share capital of the Company’s wholly-owned subsidiaries and in the shares held by
the Company in the following subsidiaries that are not wholly-owned by the Group:

                                                                                         At 01.01.2007      At 31.12.2007     At 21.01.2008
Westcomb Capital Sdn Bhd
(No. of ordinary shares of RM1 each)                                                           300,000           350,000           350,000

i-ECM Solutions Sdn Bhd
(No. of ordinary shares of RM1 each)                                                            40,000             40,000            40,000

Westcomb Financial Group (HK) Limited
(No. of ordinary shares of HK$1 each)                                                          204,000           204,000            204,000

Directors’ contractual benefits

Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by
the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial
financial interest, except as disclosed in the consolidated financial statements and in this report, and except that Aw Soon Beng has an
employment relationship with the Company and Loo Chin Keong has an employment relationship with a subsidiary of the Company, and have
received remuneration in that capacity.

Share options/share awards

Share options

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

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 any
subsidiary.

There were no unissued shares of the Company under option at the end of the financial year.




                                                                                                                                     37
                                                                                                               WESTCOMB FINANCIAL GROUP
                                                                                                                     ANNUAL REPORT 2007
DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




Share options/share awards (continued)

Westcomb Financial Group Share Plan 2003

On 22 September 2003, the shareholders of the Company approved the Westcomb Financial Group Share Plan 2003 (the “Share Plan”). The
Remuneration Committee administering the Share Plan comprises directors, Teo Kiang Kok (who has resigned on 31 March 2008), Dato’
Mohammed Azlan Bin Hashim and Tan Soo Kiat. Lee Joo Hai replaced Teo Kiang Kok on 31 March 2008.

The Share Plan is to enable the Company to award ordinary shares (“Award Shares”) in the capital of the Company to employees and directors
in recognition of their contributions made. The Award Shares may be delivered to recipients by way of:

(i) an issue of new shares, and/or

(ii) the purchase of existing shares on behalf of the recipients.

The aggregate number of shares to be issued under the Share Plan shall not exceed 15% of the issued shares of the Company from time to time.
The number of shares purchased from the market which may be delivered pursuant to awards granted under the Share Plan will not be subject
to any limit, as such method will not involve the issuance of new shares.

As at the date of this report, no award has been made and no Award Share has been issued to employees and directors under the Share Plan.

Audit Committee

The members of the Audit Committee at the end of the financial year were as follows:

Teo Kiang Kok (Chairman - Resigned on 31 March 2008)

Lee Joo Hai (Chairman - Appointed on 31 March 2008)

Dato’ Mohammed Azlan Bin Hashim

Tan Soo Kiat

All members of the Audit Committee were non-executive directors.

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

*    the scope and the results of internal audit procedures with the internal auditor;

*    the audit plan of the Company’s independent auditor and its report on the weaknesses of internal accounting controls arising from the
     statutory audit;



38
DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




Audit Committee (continued)

*   the assistance given by the Company’s management to the independent auditor; and

*   the balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2007
    before their submission to the Board of Directors, as well as the independent auditor’s report on the balance sheet of the Company and the
    consolidated financial statements of the Group.

The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers, be nominated for re-appointment
at the forthcoming Annual General Meeting of the Company.

Independent Auditor

The independent auditor, PricewaterhouseCoopers, has expressed its willingness to accept re-appointment.



On behalf of the directors




AW SOON BENG                                   DATO’ MOHAMMED AZLAN BIN HASHIM
Director                                       Director

8 April 2008




                                                                                                                                      39
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
STATEMENT BY DIRECTORS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




In the opinion of the directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 43 to 106 are drawn up
    so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2007 and of the results of the
    business, changes in equity and cash flows of the Group 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.



On behalf of the directors




AW SOON BENG                                    DATO’ MOHAMMED AZLAN BIN HASHIM
Director                                        Director

8 April 2008




40
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WESTCOMB FINANCIAL GROUP LIMITED




We have audited the accompanying financial statements of Westcomb Financial Group Limited (the “Company”) and its subsidiaries (the
“Group”) set out on pages 43 to 106, which comprise the balance sheets of the Company and of the Group as at 31 December 2007, and the
consolidated income statement, consolidated statement of changes in equity and the consolidated cash flow statement of the Group for the
financial year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the
Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting control sufficient to provide a reasonable assurance that assets are safeguarded
    against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to
    permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

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

Auditor’s Responsibility

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

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

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




                                                                                                                                         41
                                                                                                                   WESTCOMB FINANCIAL GROUP
                                                                                                                         ANNUAL REPORT 2007
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WESTCOMB FINAICIAL GROUP LIMITED




Opinion

In our opinion,

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

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




PricewaterhouseCoopers
Public Accountants and
Certified Public Accountants

Singapore, 8 April 2008




42
CONSOLIDATED INCOME STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




                                                                                                    The Group
                                                                             Note          2007                 2006
                                                                                               $                  $


Revenue                                                                        4      19,982,561        10,569,016

Other gains - net                                                              4      2,353,345           1,764,781

Commission expenses                                                                   (4,022,142)        (1,141,670)

Employee benefits                                                               5      (6,994,889)        (4,824,221)

Depreciation and amortisation                                                  6(a)     (307,781)         (461,369)

Other operating expenses                                                       6(b)   (3,437,665)        (4,597,109)

Interest expense                                                               7        (122,703)          (137,210)

Share of results of associated companies                                      15         (14,268)           88,953

Profit before income tax                                                                7,436,458          1,261,171

Income tax expense                                                             8(a)   (1,240,057)         (165,953)

Total profit                                                                            6,196,401         1,095,218


Attributable to:
Equity holders of the Company                                                          6,221,939         1,258,882
Minority interests                                                                       (25,538)         (163,664)
                                                                                       6,196,401         1,095,218

Earnings per share attributable to equity holders of the Company
- Basic and diluted                                                            9      3.46 cents         0.81 cents




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

                                                                                                                43
                                                                                          WESTCOMB FINANCIAL GROUP
                                                                                                ANNUAL REPORT 2007
BALANCE SHEETS
AS AT 31 DECEMBER 2007




                                                                          The Group                The Company
                                                        Note          2007          2006        2007        2006
                                                                         $             $           $           $
ASSETS
Current assets
Cash and cash equivalents                                10      32,494,484   31,537,249    2,289,158    6,735,547
Trade receivables                                        11       4,056,532    2,855,061            -            -
Outstanding contracts receivable                         11      20,873,777   20,915,045            -            -
Other receivables                                        12       1,634,881    1,285,903    3,165,260    1,348,157
Financial assets, at fair value through profit or loss    13(a)    2,794,219    1,349,995            -            -
Financial assets, available-for-sale                     13(b)    1,553,000            -            -            -
Other current assets                                     14         451,308      436,794       43,397       23,218
                                                                 63,858,201   58,380,047    5,497,815    8,106,922

Non-current assets
Investments in associated companies                      15          94,841      171,608            -            -
Investments in subsidiaries                              16               -            -   16,727,708   15,727,708
Plant and equipment                                      17         201,259      454,739       57,763       90,048
Intangible assets                                        18       1,315,240    1,355,200            -            -
Deferred income tax assets                                8(c)            -       73,715            -            -
                                                                  1,611,340    2,055,262   16,785,471   15,817,756

Total assets                                                     65,469,541   60,435,309   22,283,286   23,924,678

LIABILITIES
Current liabilities
Trade and other payables                                 19       5,473,116    3,197,362    1,824,389    2,785,254
Outstanding contracts payable                            19      18,520,312   18,697,205            -            -
Current income tax liabilities                            8(b)    1,034,471      353,676      121,234      110,951
Borrowings                                               20              15    3,960,473           15      960,473
                                                                 25,027,914   26,208,716    1,945,638    3,856,678

Non-current liability
Deferred income tax liabilities                           8(c)     388,758      338,323         1,000           -

Total liabilities                                                25,416,672   26,547,039    1,946,638    3,856,678

NET ASSETS                                                       40,052,869   33,888,270   20,336,648   20,068,000

44
BALANCE SHEETS
AS AT 31 DECEMBER 2007




                                                                                             The Group                  The Company
                                                                             Note        2007          2006          2007        2006
                                                                                            $             $             $           $
EQUITY
Capital and reserves attributable
 to the Company’s equity holders

Share capital                                                                 22    16,041,353    16,041,353    16,041,353   16,041,353
Other reserves                                                                23     1,043,727       707,483             -            -
Retained earnings                                                             24    22,913,206    17,039,267     4,295,295    4,026,647
                                                                                    39,998,286    33,788,103    20,336,648   20,068,000
Minority interest                                                                       54,583       100,167             -            -
Total equity                                                                        40,052,869    33,888,270    20,336,648   20,068,000



Clients trust accounts
Bank balances                                                                        3,312,361     2,085,364             -            -
Less: Amounts held in trust                                                         (3,312,361)   (2,085,364)            -            -
                                                                                             -             -             -            -




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

                                                                                                                                       45
                                                                                                                 WESTCOMB FINANCIAL GROUP
                                                                                                                       ANNUAL REPORT 2007
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




                                                        Attributable to equity holders of the Company
                                                          Share        Other      Retained                  Minority        Total
                                              Note       capital   reserves          profits        Total    interest       equity
                                                               $           $               $           $           $            $
2007
Beginning of financial year                           16,041,353    707,483     17,039,267    33,788,103     100,167    33,888,270

Net profit/(loss)                                              -           -     6,221,939     6,221,939     (25,538)    6,196,401

Exchange differences arising on translation
  of overseas operations not recognised
  in income statement                                         -     (11,756)             -       (11,756)   (20,046)      (31,802)

Total recognised gains/(losses)
                                                              -     (11,756)    6,221,939     6,210,183     (45,584)    6,164,599
  for the financial year

Transfer of reserve fund                                      -    348,000       (348,000)             -          -             -

End of financial year                                 16,041,353 1,043,727      22,913,206 39,998,286         54,583    40,052,869




46
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




                                                                       Attributable to equity holders of the Company
                                                                         Share        Other      Retained                  Minority         Total
                                                            Note        capital   reserves          profits        Total    interest        equity
                                                                              $           $               $           $           $             $
2006
Beginning of financial year                                           8,201,353    719,537     16,529,386     25,450,276    235,465     25,685,741

Net profit/(loss)                                                             -           -     1,258,882      1,258,882    (163,664)    1,095,218

Exchange differences arising on translation
  of overseas operations not recognised
  in income statement                                                        -     (12,054)             -       (12,054)     (3,941)      (15,995)

Total recognised gains/(losses)
  for the financial year                                                      -     (12,054)    1,258,882      1,246,828    (167,605)    1,079,223

Share issue                                                          7,840,000           -              -     7,840,000           -     7,840,000

Acquisition of additional interest in subsidiary                             -           -              -             -      (7,812)       (7,812)

Minority interest’s share of additional contribution                         -           -              -             -      40,119        40,119

Dividend relating to 2005 paid                                 21            -           -       (749,001)     (749,001)          -      (749,001)

End of financial year                                                16,041,353    707,483     17,039,267     33,788,103    100,167     33,888,270




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

                                                                                                                                             47
                                                                                                                       WESTCOMB FINANCIAL GROUP
                                                                                                                             ANNUAL REPORT 2007
CONSOLIDATED CASH FLOW STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




                                                                             The Group
                                                         Note        2007                2006
                                                                        $                   $
Cash flows from operating activities
Total profit                                                      6,196,401        1,095,218
Adjustments for:
  Income tax expense                                            1,240,057           165,953
  Depreciation and amortisation                                   307,781           461,369
  Interest income                                                (524,977)         (485,851)
  Interest expense                                                122,703           137,210
  Plant and equipment written off                                  17,673               281
  Impairment loss on goodwill                                           -           144,617
  Club membership written off                                           -           267,000
  Share of results of associated companies                         14,268           (88,953)
Operating cash flow before working capital changes               7,373,906         1,696,844

Changes in operating assets and liabilities:
 Outstanding contracts receivable                                   41,268       (13,197,788)
 Trade and other receivables, and other current assets          (1,550,500)          (571,887)
 Outstanding contracts payable                                    (176,893)      11,570,536
 Trade and other payables                                        2,243,910         (2,579,817)
 Financial assets, at fair value through profit or loss          (1,444,224)           117,507
 Financial assets, available-for-sale                           (1,553,000)                 -
Cash generated from/(used in) operations                         4,934,467        (2,964,605)

Interest received                                                 524,977            485,851
Interest paid                                                    (105,010)            (41,198)
Income tax recovered                                                    -            599,924
Income tax paid                                                  (449,574)          (997,905)
Net cash generated from/(used in) operating activities          4,904,860         (2,917,933)




48
CONSOLIDATED CASH FLOW STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




                                                                                                 The Group
                                                                             Note         2007               2006
                                                                                             $                  $
Cash flows from investing activities
Payment for plant and equipment                                                        (31,973)         (51,276)
Acquisition of additional interests in a subsidiary                                          -          (48,151)
Dividends received from an associated company                                           62,499         473,283
Net cash generated from investing activities                                            30,526         373,856

Cash flows from financing activities
Proceeds from issue of shares                                                                 -       7,840,000
Capital contributed by minority shareholders                                                  -           40,119
Repayment of loan from a director and related party                                 (3,000,000)                -
Interest paid                                                                           (17,693)         (96,012)
Dividends paid                                                                                -         (749,001)
Net cash (used in)/generated from financing activities                                (3,017,693)      7,035,106

Net increase in cash and cash equivalents                                            1,917,693        4,491,029
Cash and cash equivalents at beginning of financial year                        10   15,576,776       11,085,747
Cash and cash equivalents at end of financial year                              10   17,494,469       15,576,776




The accompanying notes form an integral part of these financial statements.
                                                                                                            49
                                                                                      WESTCOMB FINANCIAL GROUP
                                                                                            ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




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

1.   General information

     Westcomb Financial Group Limited (the “Company”) is listed on the Singapore Exchange and incorporated and domiciled in Singapore. The
     address of its registered office is 5 Shenton Way, UIC Building #09-11, Singapore 068808.

     The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries consist of the provision of
     corporate finance advisory services, securities dealing, pre-initial public offering consultancy services, private equity services, investment
     advisory, business consultancy services, investment holding in China, investment in securities, and public and investor relations services.

2.   Significant accounting policies

     (a) Basis of preparation

         These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial
         statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

         The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of
         applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas
         involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
         statements, are disclosed in Note 3.

         Interpretations and amendments to published standards effective in 2007

         On 1 January 2007, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are mandatory for
         application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional
         provisions in the respective FRS and INT FRS.

         The following are the new or amended FRS and INT FRS that are relevant to the Group:

         Amendments to FRS 1            Presentation of Financial Statements - Capital Disclosures

         FRS 107                        Financial Instruments: Disclosures

         INT FRS 110                    Interim Financial Reporting and Impairment

         The adoption of the above FRS or INT FRS did not result in any substantial changes to the Group’s accounting policies nor any
         significant impact on these financial statements. FRS 107 and the complementary amended FRS 1 introduce new disclosures relating
         to financial instruments and capital, respectively.




50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (b) Revenue recognition

         Revenue for the Group comprises the fair value of the consideration received or receivable for the rendering of services, net of rebates
         and discounts, and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue and related
         cost can be reliably measured, it is probable that future economic benefits will flow to the entity and when the specific criteria for each
         of the Group’s activities are met as follows:

         Revenue earned from services rendered in respect of advisory and consultancy services, management services, and other similar
         services, are recognised when the services are rendered in accordance with the terms of the contractual agreements.

         Placement and underwriting commission income are recognised when the services are rendered by reference to completion of the
         specified transaction.

         Brokerage income is recognised as earned on the date the contracts are entered into.

         Membership fee income is recognised upon registration by members.

         Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group
         reduces the carrying amount to its recoverable amount, being the estimated future cashflow discounted at original effective interest
         rate of the instrument, and continues amortising the discount as interest income on the recoverable amounts.

         Dividend income is recognised when the right to receive payment is established.

     (c) Group accounting

         (1) Subsidiaries

             Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating
             policies, generally accompanied by a shareholding giving rise to the majority of the voting rights. The existence and effect of
             potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls
             another entity.

             The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured
             as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the dates of exchange, plus
             costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
             business combination are measured initially at their fair value on the date of acquisition, irrespective of the extent of minority
             interest. Please refer to Note 2(e) for the accounting policy on goodwill on acquisition of subsidiaries.

             Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date
             on which control ceases.



                                                                                                                                         51
                                                                                                                   WESTCOMB FINANCIAL GROUP
                                                                                                                         ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (c) Group accounting (continued)

         (1) Subsidiaries (continued)

             In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group
             companies are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred.
             Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
             Group.

             Minority interests are that part of net results of operations and of net assets of a subsidiary attributable to interests which are not
             owned directly or indirectly by the Group. They are measured at the minorities’ share of fair value of the subsidiaries’ identifiable
             assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of
             acquisition, except when the losses applicable to the minority interests in a subsidiary exceed the minority interests in the equity
             of that subsidiary. In such cases, the excess and further losses applicable to the minority interests are attributed to the equity
             holders of the Company, unless the minority interests have a binding obligation to, and are able to, make good the losses. When
             that subsidiary subsequently reports profits, the profits applicable to the minority interests are attributed to the equity holders of
             the Company until the minorities’ share of losses previously absorbed by the equity holders of the Company are fully recovered.

             Please refer to Note 2(g) for the accounting policy on investments in subsidiaries in the separate financial statements of the
             Company.

         (2) Transactions with minority interests

             The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group.
             Disposals to minority interests result in gains and losses for the Group that are recognised in the income statement. Purchases
             from minority interests result in goodwill, being the difference between any consideration paid and the Group’s incremental share
             of the carrying value of identifiable net assets of the subsidiary.

         (3) Associated companies

             Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by
             a shareholding giving rise to between and including 20% and 50% of the voting rights. Investments in associated companies
             are accounted for in the consolidated financial statements using the equity method of accounting. Investments in associated
             companies in the consolidated balance sheet include goodwill (net of accumulated impairment loss) identified on acquisition,
             where applicable. Please refer to Note 2(e) for the Group’s accounting policy on goodwill on acquisition.

             Investments in associated companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the
             assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable
             to the acquisition.



52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (c) Group accounting (continued)

         (3) Associated companies (continued)

             In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or losses
             is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in equity directly.
             These post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of
             losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured non-
             current receivables, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the
             associated company.

             Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s
             interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of an
             impairment of the asset transferred. Accounting policies of associated companies have been changed where necessary to ensure
             consistency with the accounting policies adopted by the Group.

             Please refer to Note 2(g) for the accounting policy on investments in associated companies in the separate financial statements of
             the Company.

     (d) Plant and equipment

         (1) Measurement

             Plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and
             accumulated impairment losses.

             The cost of an item of plant and equipment initially recognised includes its purchase price and any cost that is 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.

         (2) Depreciation

             Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as
             follows:

             Furniture and fittings             5 years
             Office equipment                   5 years
             Computers                         3 years
             Motor vehicle                     5 years




                                                                                                                                          53
                                                                                                                    WESTCOMB FINANCIAL GROUP
                                                                                                                          ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (d) Plant and equipment (continued)

         (2) Depreciation (continued)

             The residual values, estimated useful lives and depreciation method of plant and equipment are reviewed, and adjusted as
             appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes
             arise.

         (3) Subsequent expenditure

             Subsequent expenditure relating to plant and equipment that has already been recognised 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 Group and the cost of the item
             can be reliably measured. All other repair and maintenance expense is recognised in the income statement when incurred.

         (4) Disposal

             On disposal of an item of plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised
             in the income statement.

     (e) Intangible assets

         (1) Goodwill on acquisitions

             Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable net assets
             and contingent liabilities of the acquired subsidiaries and associated companies at the date of acquisition.

             Goodwill on acquisition of subsidiaries is recognised separately as intangible assets and carried at cost less accumulated
             impairment losses. Goodwill on acquisition of associated companies is included in the carrying amount of investments.

             Gains and losses on the disposal of subsidiaries and associated companies include the carrying amount of goodwill relating to the
             entity sold.




54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (f)   Borrowings and borrowing costs

           (1) Borrowings

               Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12
               months after the balance sheet date.

               Borrowings are recognised initially at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference
               between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period
               of the borrowings using the effective interest method.

           (2) Borrowing costs

               Borrowing costs are recognised on a time-proportion basis in the income statement using the effective interest method.

     (g) Investments in subsidiaries and associated companies

           Investments in subsidiaries and associated companies are stated at cost less accumulated impairment losses in the Company’s
           balance sheet.

           On disposal of investments in subsidiaries and associated companies, the difference between disposal proceeds and the carrying
           amounts of the investments are recognised in the income statement.

     (h) Impairment of non-financial assets

           (1) Goodwill

               Goodwill is tested annually for impairment, and whenever there is indication that the goodwill may be impaired. Goodwill included
               in the carrying amount of an investment in an associated company is tested for impairment as part of the investment, rather than
               separately.

               For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”)
               expected to benefit from synergies arising from the business combination.

               An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of
               the CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

               The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to
               the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

               An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period.


                                                                                                                                             55
                                                                                                                       WESTCOMB FINANCIAL GROUP
                                                                                                                             ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (h) Impairment of non-financial assets (continued)

           (2) Intangible assets
               Plant and equipment
               Investments in subsidiaries and associated companies

               Intangible assets, plant and equipment and investments in subsidiaries and associated companies are tested for impairment
               whenever there is any objective evidence or indication that these assets may be impaired.

               For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use)
               is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from
               other assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs.

               If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset
               (or CGU) is reduced to its recoverable amount.

               The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the income
               statement.

               An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to
               determine the assets’ recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other
               than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that
               would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for
               the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement.

     (i)   Financial assets

           (1) Classification

               The Group classifies its financial assets in the following categories: at fair value through profit or loss, designated at inception,
               loans and receivables, and available-for-sale. The classification depends on the purpose for which the assets were acquired.
               Management determines the classification of its financial assets at initial recognition. The designation of financial assets at fair
               value through profit or loss is irrevocable.

               (i)   Financial assets, at fair value through profit or loss

                     Financial assets designated as at fair value through profit or loss at inception are those that are managed and their performances
                     are evaluated on a fair value basis, in accordance with a documented Group investment strategy. Assets in this category are
                     classified as current assets if they are expected to be realised within 12 months after the balance sheet date.




56
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

         (1) Classification (continued)

             (ii)   Loans and receivables

                    Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
                    active market. They are presented as current assets, except for those maturing later than 12 months after the balance sheet
                    date which are presented as non-current assets. Loans and receivables are presented as “Cash and cash equivalents”,
                    “Outstanding contracts receivable”, “Trade receivables” and “Other receivables” on the balance sheet.

             (iii) Financial assets, available-for-sale

                    Financial assets, available-for-sale are non-derivatives that are either designated in this category or not classified in any of the
                    other categories. They are presented as non-current assets unless management intends to dispose of the assets within 12
                    months after the balance sheet date.

         (2) Recognition and derecognition

             Regular way purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to
             purchase or sell the asset.

             Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
             transferred and the Group has transferred substantially all risks and rewards of ownership.

             On disposal of a financial asset, the difference between the sale proceeds and its carrying amount is recognised in the income
             statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement.

         (3) Initial measurement

             Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit
             or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised
             immediately in the income statement.

         (4) Subsequent measurement

             Financial assets, both available-for-sale and at fair value through profit or loss are subsequently carried at fair value. Equity
             instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, and
             derivatives that are linked to and must be settled by delivery of such unquoted equity instruments, are measured at cost. Loans
             and receivables are subsequently carried at amortised cost using the effective interest method.

             Changes in the fair values of “financial assets at fair value through profit or loss”, including the effects of currency translation,
             interest and dividend, are recognised in the income statement when the changes arise.


                                                                                                                                             57
                                                                                                                       WESTCOMB FINANCIAL GROUP
                                                                                                                             ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (i)   Financial assets (continued)

           (4) Subsequent measurement (continued)

               Interest and dividend income on financial assets, available-for-sale are recognised separately in the income statement. Changes
               in the fair values of available-for-sale debt securities (i.e. monetary items) denominated in foreign currencies are analysed into
               currency translation differences on the amortised cost of the securities and other changes; the currency translation differences
               are recognised in the income statement and the other changes are recognised in the fair value reserve. Changes in fair values
               of available-for-sale equity securities (i.e. non-monetary items) are recognised in the fair value reserve, together with the related
               currency translation differences.

           (5) Impairment

               The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial
               assets is impaired and recognises an allowance for impairment when such evidence exists.

               (i)    Loans and receivables

                      Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay
                      in payments are objective evidence that these financial assets are impaired.

                      The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as
                      the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original
                      effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent
                      recoveries of amounts previously written off are recognised against the same line item in the income statement.

                      The allowance for impairment loss account is reduced through the income statement in a subsequent period when the
                      amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the
                      asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no
                      impairment been recognised in prior periods.

               (ii)   Financial assets, available-for-sale

                      Significant or prolonged declines in the fair value of the security below its cost and the disappearance of an active trading
                      market for the security are objective evidence that the security is impaired.

                      The cumulative loss that was recognised in the fair value reserve is transferred to the income statement. The cumulative loss
                      is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current
                      fair value, less any impairment loss previously recognised in the income statement on debt securities. The impairment losses
                      recognised in the income statement on equity securities are not reversed through the income statement.




58
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (j)   Outstanding contracts payable, and trade and other payables

           Outstanding contracts payable, and trade and other payables are initially recognised at fair value and subsequently carried at amortised
           cost using the effective interest method.

     (k) Fair value estimation of financial assets and liabilities

           The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities) are based
           on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices; the
           appropriate quoted market prices for financial liabilities are the current ask prices.

           The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The
           Group uses a variety of methods and makes assumptions based on market conditions existing at each balance sheet date. Where
           appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash
           flow analyses, are also used to determine the fair values of the financial instruments.

           The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

     (l)   Operating leases - when the Group is the lessee

           Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a
           straight-line basis over the period of the lease.

           Contingent rents are recognised as an expense in the income statement when incurred.

     (m) Income taxes

           Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax
           authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

           Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying
           amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or
           liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable
           profit or loss.

           Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated companies,
           except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary
           difference will not reverse in the foreseeable future.




                                                                                                                                            59
                                                                                                                      WESTCOMB FINANCIAL GROUP
                                                                                                                            ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (m) Income taxes (continued)

         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.

         Deferred income tax is measured:

         (i)    at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability
                is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

         (ii)   based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover
                or settle the carrying amounts of its assets and liabilities.

         Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that the
         tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business
         combination is adjusted against goodwill on acquisition.

     (n) Provisions for other liabilities and charges

         Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive obligation as a result
         of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been
         reliably estimated. Provisions are not recognised for future operating losses.

         Changes in the estimated timing or amount of the expenditure are recognised in the income statement when the changes arise.

     (o) Employee compensation

         (1) Defined contribution plans

                Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate
                entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment
                obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense
                when they are due.

         (2) Employee leave entitlement

                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 balance sheet date.




60
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (p) Currency translation

         (1) Functional and presentation currency

             Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic
             environment in which the entity operates (“the functional currency”). The financial statements are presented in Singapore dollar,
             which is the Company’s functional currency.

         (2) Transactions and balances

             Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using
             the exchange rates prevailing at the dates of the transactions. Currency translation differences resulting from the settlement of
             such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing
             rates at the balance sheet date are recognised in the income statement, except for currency translation differences on the net
             investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in the
             consolidated financial statements and transferred to the income statement as part of the gain or loss on disposal of the foreign
             operation.

             Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair
             values are determined.

         (3) Translation of Group entities’ financial statements

             The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have
             a functional currency different from the presentation currency are translated into the presentation currency as follows:

             (i)    Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;

             (ii)   Income and expenses are translated at average exchange rate (unless the average is not a reasonable approximation of the
                    cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the
                    exchange rates at the dates of the transactions); and

             (iii) All resulting currency translation differences are recognised in the currency translation reserve.

             Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are treated as assets
             and liabilities of the foreign operations and translated at the closing rates at the date of the balance sheet. For acquisitions prior to
             1 January 2005, the exchange rates at the dates of acquisition are used.




                                                                                                                                              61
                                                                                                                        WESTCOMB FINANCIAL GROUP
                                                                                                                              ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




2.   Significant accounting policies (continued)

     (q) Segment reporting

           A business segment is a distinguishable component of the Group engaged in providing products or services that are subject to risks
           and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the
           Group engaged in providing products or services within a particular economic environment that is subject to risks and returns that are
           different from those of segments operating in other economic environments.

     (r)   Cash and cash equivalents

           For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand and at bank,
           deposits at call with banks and bank overdrafts. Deposits that are pledged for banking facilities are not included as cash and cash
           equivalents. Bank overdrafts are presented as current borrowings on the balance sheet.

     (s) Share capital

           Ordinary shares are classified as equity.

           Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

     (t)   Dividends to Company’s shareholders

           Dividends to Company’s shareholders are recognised when the dividends are approved for payments.

     (u) Financial guarantees

           The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are financial
           guarantee contracts as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments
           when due in accordance with the terms of their borrowings.

           Financial guarantee contracts are initially recognised at their fair values plus transaction costs in the Company’s balance sheet.

           Financial guarantee contracts are subsequently amortised to the income statement over the period of the subsidiaries’ borrowings,
           unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the
           financial guarantee contracts shall be carried at the expected amount payable to the bank in the Company’s balance sheet.

           Intragroup transactions are eliminated on consolidation.


3.   Critical accounting estimates, assumptions and judgements

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

62
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




3.   Critical accounting estimates, assumptions and judgements (continued)

     (a) Estimated impairment of goodwill

         The Group tests annually whether goodwill has suffered any impairment, and whenever there is indication that the goodwill may be
         impaired in accordance with the accounting policy stated in Note 2(h). The recoverable amounts of cash-generating units have been
         determined based on value-in-use calculations. These calculations require the use of assumptions and estimates (Note 18).

         If the management’s estimated gross margin had been lowered by 5%, or the estimated pre-tax discounted rate applied to the
         discounted cash flows had been raised by 3%, it is likely that there would still be no impairment to the carrying amount of goodwill.

     (b) Uncertain tax positions

         The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the capital allowances
         and deductibility of certain expenses during the estimation of the provision for income taxes. There are many transactions and
         calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
         liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of
         these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income
         tax provisions in the period in which such determination is made.

     (c) Fair value estimation

         The fair value of financial instruments traded in active markets (such as exchange-traded securities) is based on quoted market prices
         at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate
         quoted market price for financial liabilities is the current ask price.

         The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group
         uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. For
         unlisted equity investments which were acquired for less than six months from the year-end, the cost is considered to approximate the
         fair value on the basis that the value was established by a recent round of transaction, that there have been no significant changes to
         circumstances during the six-month period, and that there are no indicators that there has been a significant change in the value of the
         investments during the six-month period.

         Other methods used include the earnings multiple model where values are benchmarked against market prices of comparable public
         companies after a suitable liquidity discount and the discounted cash flows method.

         The carrying amount of current financial assets and liabilities are assumed to approximate their fair values, other than where disclosed
         in the financial statements.




                                                                                                                                         63
                                                                                                                   WESTCOMB FINANCIAL GROUP
                                                                                                                         ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




4.   Revenue and other gains - net

                                                                                               The Group
                                                                                       2007                2006
                                                                                          $                   $

     Advisory and consultancy fees                                                 5,338,520         3,062,708
     Underwriting commission income                                                 193,775                9,807
     Brokerage income                                                              7,593,822         1,967,315
     Placement commission income                                                   4,539,439         3,415,010
     Management fee income                                                         2,292,066         2,101,556
     Membership fees                                                                 24,939            12,620

                                                                                  19,982,561        10,569,016

     Other gains - net
         - Fair value gains on financial assets designated as fair value through
            profit or loss at initial recognition                                   1,362,255          908,096
         - Other income                                                             345,772           319,710
         - Interest income on deposits with banks                                   524,977           485,851
         - Net foreign exchange gains                                               120,341            51,124
                                                                                   2,353,345         1,764,781

                                                                                  22,335,906        12,333,797


5.   Employee benefits

                                                                                               The Group
                                                                                       2007                2006
                                                                                          $                   $

     Wages and salaries                                                            6,646,619         4,584,581
     Employer’s contribution to Central Provident Fund                              348,270           239,640

                                                                                   6,994,889         4,824,221




64
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




6.   Depreciation and amortisation/other operating expenses

     (a) Depreciation and amortisation expenses

                                                                                    The Group
                                                                            2007                2006
                                                                               $                  $

     Amortisation of SGX admission fee (Note 18(a))                       39,960            39,960
     Depreciation of plant and equipment (Note 17)                       267,821           421,409

                                                                         307,781           461,369

     (b) Other operating expenses

         Other operating expenses include the following:
                                                                                    The Group
                                                                            2007                2006
                                                                               $                  $

         Rental expense - operating lease                                396,873           450,276
         Project expenses                                                144,191            97,129
         Impairment on goodwill                                                 -          144,617
         Impairment of trade receivables                                  56,705           196,761
         Club membership expensed off                                           -          267,000
         Banker’s guarantee fee                                          463,599           437,961
         Auditor’s remuneration                                          242,253           117,910
         Service fee paid to shareholder of an associated company        500,000           500,000
         Performance fee paid to shareholder of an associated company    295,767           190,774
         Subscription expenses to a market news provider                 128,954           107,011
         Joining fee                                                     325,000           181,617
         Contract charges                                                202,004            96,774
         Legal expenses                                                  498,400           333,450
         Other expenses                                                  183,919         1,475,829

                                                                        3,437,665        4,597,109



                                                                                              65
                                                                        WESTCOMB FINANCIAL GROUP
                                                                              ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




7.   Interest expense
                                                                             The Group
                                                                     2007                2006
                                                                        $                  $

     Interest expense on borrowings from
         - a director                                               8,563            64,008
         - a related party                                          9,130            32,004
         - banks                                                  105,010            41,198

                                                                  122,703           137,210


8.   Income taxes

     (a) Income tax expense
                                                                             The Group
                                                                     2007                2006
                                                                        $                  $

         Tax expense attributable to profit is made up of:
              - Current income tax                               1,016,913          390,100
              - Deferred income tax                                50,435            (78,650)

                                                                 1,067,348          311,450

         Under/(over) provision in the preceding financial year
              - Current income tax                                 98,994           (353,404)
              - Deferred income tax                                73,715           207,907

                                                                 1,240,057          165,953




66
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




8.   Income taxes (continued)

     (a) Income tax expense (continued)

         The tax expense on profit differs from the amount that would arise using the Singapore standard rate of income tax due to the
         following:

                                                                                                                        The Group
                                                                                                                2007                2006
                                                                                                                   $                   $

         Profit before tax                                                                                  7,436,458         1,261,171

         Tax calculated at a tax rate of 18% (2006: 20%)                                                   1,338,562          252,234
         Effect of:
              - Income taxed at concessionary rate                                                          (167,034)          (93,667)
              - Expenses not deductible for tax purposes                                                      26,964          229,017
              - Income not subjected to tax                                                                  (13,991)          (81,714)
              - Tax calculated on share of results of associated companies                                         -           (17,791)
              - Singapore statutory stepped income exemption                                                (149,371)          (52,500)
              - Deferred tax asset not recognised                                                                  -            71,553
              - Others                                                                                        32,218                4,318

              Tax charge                                                                                   1,067,348          311,450

         On 15 February 2007, the Singapore Second Minister for Finance announced a reduction in the corporate tax rate from 20% to 18%
         and various tax incentives for the year of assessment 2008 and onwards.




                                                                                                                                 67
                                                                                                           WESTCOMB FINANCIAL GROUP
                                                                                                                 ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




8.   Income taxes (continued)

     (b) Movement in current income tax liabilities

                                                                                              The Group                       The Company
                                                                                     2007                 2006            2007               2006
                                                                                        $                   $                 $                  $

         Beginning of financial year                                              353,676           1,285,748           110,951             94,288
         Currency translation differences                                               (2)               640                 -                   -
         Income tax paid                                                         (435,110)          (969,408)           (69,060)           (86,789)
         Tax expense on profit for the current financial year                    1,016,913            390,100             79,400            109,000
         Under/(over) provision in preceding financial years                        98,994           (353,404)               (57)            (5,548)

         End of financial year                                                  1,034,471            353,676            121,234            110,951

     (c) Composition of deferred income taxes

         Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against
         current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after
         appropriate offsetting, are shown on the balance sheets as follows:

                                                                                              The Group                       The Company
                                                                                     2007                 2006            2007               2006
                                                                                        $                   $                 $                  $

         Deferred income tax assets
             - to be recovered within one year                                           -           73,715                   -                   -
             - to be recovered after one year                                            -                   -                -                   -

                                                                                         -           73,715                   -                   -

         Deferred income tax liabilities
             - to be settled within one year                                       92,758           122,774                   -                   -
             - to be settled after one year                                      296,000            215,549               1,000                   -

                                                                                 388,758            338,323               1,000                   -



68
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




8.   Income taxes (continued)

     (c) Composition of deferred income taxes (continued)

         Movement in deferred income tax account is as follows:

                                                                                         The Group                      The Company
                                                                                2007                 2006           2007              2006
                                                                                    $                  $               $                 $

         Beginning of financial year                                          264,608           135,351                  -            5,000
         Charged/(credited) to income statement                               50,435            (78,650)           1,000            (5,000)
         Underprovision in the preceding financial year                        73,715           207,907                  -                 -

         End of financial year                                                388,758           264,608             1,000                  -

         The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is as
         follows:

         The Group

         Deferred income tax liabilities
                                                                      Accelerated tax     Deposits held
                                                                         depreciation         overseas            Others              Total
                                                                                    $                  $               $                 $

         2007
         Beginning of financial year                                           57,741           210,000            70,582           338,323
         (Credited)/charged to income statement                                (4,565)          86,000           (31,000)           50,435

         End of financial year                                                 53,176           296,000            39,582           388,758

         2006
         Beginning of financial year                                          118,399                    -         16,952           135,351
         (Credited)/charged to income statement                               (60,658)         210,000            53,630           202,972

         End of financial year                                                 57,741           210,000            70,582           338,323




                                                                                                                                     69
                                                                                                               WESTCOMB FINANCIAL GROUP
                                                                                                                     ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




8.   Income taxes (continued)

     (c) Composition of deferred income taxes (continued)

         Deferred income tax assets
                                                                                         Tax losses
                                                                                                  $

         2007
         Beginning of financial year                                                         73,715
         Charged to income statement                                                       (73,715)

         End of financial year                                                                     -

         2006
         Beginning of financial year                                                               -
         Credited to income statement                                                       73,715

         End of financial year                                                               73,715

         The Company

         Deferred income tax liabilities
                                                            Accelerated tax
                                                               depreciation    Others         Total
                                                                          $         $             $

         2007
         Beginning of financial year                                       -         -             -
         Charged to income statement                                 1,000          -        1,000

         End of financial year                                        1,000          -        1,000

         2006
         Beginning of financial year                                  5,533       (533)       5,000
         (Credited)/charged to income statement                      (5,533)     533         (5,000)

         End of financial year                                             -         -             -

70
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




9.   Earnings per share

     Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average
     number of ordinary shares outstanding during the financial year.

                                                                                                                                 The Group
                                                                                                                        2007                 2006

     Net profit attributable to equity holders of Westcomb Financial Group Limited ($)                              6,221,939           1,258,882

     Weighted average number of ordinary shares outstanding for basic earnings per share (Note (a))              179,600,100         154,674,621

     Basic earnings per share                                                                                     3.46 cents          0.81 cents

     Diluted earnings per share (Note (b))                                                                        3.46 cents          0.81 cents

     (a) In 2006, the Company issued 29,800,000 new ordinary shares.
     (b) As there are no dilutive potential ordinary shares, the diluted earnings per share is the same as the basic earnings per share.


10. Cash and cash equivalents

                                                                                           The Group                             The Company
                                                                                    2007               2006             2007                 2006
                                                                                       $                  $                $                    $

     Cash at bank and on hand                                                11,765,123        10,822,149          2,289,158           6,735,547
     Deposits at call                                                        20,729,361        20,715,100                    -                  -

                                                                             32,494,484        31,537,249          2,289,158           6,735,547




                                                                                                                                         71
                                                                                                                   WESTCOMB FINANCIAL GROUP
                                                                                                                         ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




10. Cash and cash equivalents

     The weighted average effective interest rate of these deposits as at 31 December 2007 was 1.920% (2006: 2.916%) per annum.

     Deposits at call amounting to $15,000,000 (2006: $15,000,000) are pledged as security for banker’s guarantees issued by various financial
     institutions [Note 25(b)].

     For the purpose of presenting the consolidated cash flow statement, the consolidated cash and cash equivalents comprise the following:

                                                                                                                                The Group
                                                                                                                        2007                2006
                                                                                                                            $                 $

     Cash and cash equivalents (as above)                                                                         32,494,484         31,537,249
     Less: Deposits at call pledged                                                                              (15,000,000)       (15,000,000)
     Less: Overdraft (Note 20)                                                                                            (15)         (960,473)

     Cash and cash equivalents per consolidated cash flow statement                                                17,494,469         15,576,776


11. Trade receivables and outstanding contracts receivable

                                                                                                                                The Group
                                                                                                                        2007                2006
                                                                                                                            $                 $

     Trade receivables                                                                                             4,172,924          3,817,226
     Less: Allowance for impairment of trade receivables (Note 28(b)(ii))                                           (116,392)          (962,165)

                                                                                                                   4,056,532          2,855,061

     Outstanding contracts receivable relates to securities dealing transactions for customers, which are generally settled shortly after balance
     sheet date.

     Concentrations of credit risk with respect to trade receivables and outstanding contracts receivable are mitigated due to the Group’s large
     number of customers, dispersed over several geographical regions, covering a diversified spectrum of industries, and/or settled shortly after
     balance sheet date. Due to these factors, management believes that no additional credit risk beyond amounts provided for is inherent in the
     Group’s trade receivables and outstanding contracts receivable.




72
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




12. Other receivables
                                                                                              The Group                          The Company
                                                                                      2007                2006              2007                2006
                                                                                         $                  $                   $                  $
    Due from subsidiaries (non-trade)                                                     -                  -        3,106,336           1,313,557
    Due from associated companies (non-trade)                                        1,077                   -             1,077                    -
    Due from associated companies (trade)                                         863,490            534,166                    -                   -
    Refundable deposits                                                           542,336            476,859              57,825             28,273
    Other                                                                         227,978            274,878                  22                6,327

                                                                                1,634,881          1,285,903          3,165,260           1,348,157

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


13. Financial assets
                                                                                                                                    The Group
                                                                                                                            2007                2006
                                                                                                                               $                   $
    (a)      Financial assets, at fair value through profit or loss
             Designated at fair value on initial recognition:
             - Listed equity securities                                                                               2,044,219                     -
             - Unlisted equity securities                                                                               750,000           1,349,995

                                                                                                                      2,794,219           1,349,995

    (b)      Financial assets, available-for-sale
             - Unlisted securities                                                                                    1,243,279                     -
             - Unlisted convertible debt securities                                                                     309,721                     -
                                                                                                                      1,553,000                     -

    The financial assets, available-for-sale are measured at cost in accordance with the policy set out in Note 2(i)(4). These unlisted securities are
    recorded at cost as there is no active market, published price quotations or other sources available to determine reliable fair values for these
    securities and where relevant, the embedded derivatives or equity component in a hybrid instrument. In particular, the estimated fair values
    cannot be made because of the significant variability in the range of reasonable fair value estimates or that the probabilities of the various
    estimates within the range cannot be reasonably assessed and used in estimating fair value of these available-for-sale securities. Therefore, fair
    value information is not disclosed. These are private equity-type investments where the Group intends to maximise the value through various
    available disposal options, such as through private placements or public listing.
                                                                                                                                            73
                                                                                                                      WESTCOMB FINANCIAL GROUP
                                                                                                                            ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




14. Other current assets

                                                                                       The Group                    The Company
                                                                               2007                2006        2007                 2006
                                                                                   $                 $             $                  $

     Prepayments                                                            408,347           408,297        43,397             23,218
     Tax recoverable                                                         42,961            28,497              -                   -

                                                                            451,308           436,794        43,397             23,218


15. Investments in associated companies

                                                                                                                        The Group
                                                                                                               2007                 2006
                                                                                                                   $                  $

     Beginning of financial year                                                                             171,608            555,938

     Share of results                                                                                        (14,268)           88,953
     Dividends received                                                                                      (62,499)          (473,283)

     End of financial year                                                                                    94,841            171,608

                                                                                                                        The Group
                                                                                                               2007                 2006
                                                                                                                   $                  $

     The summarised financial information of associated companies are as follows:
         - Assets                                                                                         20,166,658         17,355,268
         - Liabilities                                                                                     3,085,098          2,375,573
         - Revenue                                                                                         5,207,547          1,958,086
         - Net profit                                                                                       2,707,864          1,506,846




74
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




15. Investments in associated companies (continued)

   The associated companies of the Group, which are unlisted, held by a wholly-owned subsidiary, Raintree Ventures Pte Ltd, are:

                                           Country of                                                                      Percentage of paid
                                           incorporation/                                                                   up capital held by
   Name of subsidiary                      business               Principal activity                                              subsidiary
                                                                                                                          2007             2006
                                                                                                                             %                 %

   Avia Capital                            British Virgin         Provision of private                                       40                40
   Partners Limited                        Islands                equity services

   Avia Growth                             British virgin         Close-end investment                                       40                40
   Opportunities Limited                   Islands                company

   Avia Growth                             Singapore              Close-end                                              19.99            19.99
   Opportunities II                                               investment company
   Pte Ltd

   The Group’s share in the assets, liabilities, revenue and net profit of the associated companies are based on the following:

   (i)    Avia Capital Partners Limited (“ACP”) - the Group shares in 50% of the results of ACP based on an agreement with the majority
          shareholder. ACP has a wholly-owned subsidiary, Avia Growth Opportunities Limited, which is a close-end investment company. Under
          a fund management agreement between ACP and its subsidiary, ACP is entitled to share in 25% of the subsidiary’s results, while the
          preference shareholders of the subsidiary is entitled to the remaining 75% of the results; and

   (ii)   Avia Growth Opportunities II Pte Ltd (“Avia II”) is deemed to be an associated company as the Group has significant influence over
          its financial and operating policies. However, the Group is not entitled to share in the assets, liabilities and results of Avia II and
          consequently has no equity accounted for its share of Avia II’s results.

   The contributions from each of the associated companies are not significant to the Group.




                                                                                                                                        75
                                                                                                                  WESTCOMB FINANCIAL GROUP
                                                                                                                        ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




16. Investments in subsidiaries

                                                                                                                 The Company
                                                                                                             2007                 2006
                                                                                                                 $                    $

     Unlisted equity shares at cost
     Beginning of financial year                                                                         15,727,708          15,732,231
     Addition during the financial year                                                                   1,000,000             116,195
     Impairment charge                                                                                           -             (120,718)

     End of financial year                                                                               16,727,708          15,727,708

     The subsidiaries are:
                                         Country of
                                         incorporation/                                   Percentage of paid up capital held by
     Name of subsidiary                  business         Principal activity         The Company                         Subsidiary
                                                                                   2007         2006            2007              2006

     Held by the Company

*    Westcomb Capital Pte Ltd            Singapore        Provision of corporate   100            100                -                -
                                                          advisory services

*    Westcomb Securities Pte Ltd         Singapore        Securities dealing       100            100                -                -

+    Quattro Media Pte Ltd               Singapore        In liquidation           100            100                -                -

*    Raintree Ventures Pte Ltd           Singapore        Holding company and      100            100                -                -
                                                          provision of private
                                                          equity services

++ Raintree Strategic                    British          Pre-IPO consultancy      100            100                -                -
     Consultancy Limited                 Virgin Islands   services

++ Westcomb Financial                    British          Investment holding       100            100                -                -
     Group China (BVI) Limited           Virgin Islands



76
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




16. Investments in subsidiaries (continued)

                                          Country of
                                          incorporation/                                          Percentage of paid up capital held by
     Name of subsidiary                   business               Principal activity          The Company                        Subsidiary
                                                                                          2007          2006            2007             2006
                                                                                             %             %               %                  %

**   Westcomb Capital Sdn Bhd             Malaysia               Provision of corporate     70             60               -                  -
                                                                 advisory services

## Westcomb Financial Group               Hong Kong              Dormant                    51             51               -                  -
          (HK) Limited

     Held by subsidiaries
++ Dynamic Equity                         British                Provision of private         -             -            100                 100
     Management Limited                   Virgin Islands         equity services

++ Dynamic Return Limited                 British                Investment holding           -             -            100                 100
                                          Virgin Islands

++ Multi-Assets Investment                British                Investment holding           -             -            100                 100
          Limited                         Virgin Islands

#    Westcomb North China                 People’s Republic      Provision of business        -             -            100                 100
          Consultancy Co Ltd              of China               consultancy services

**   i-ECM Solutions Sdn Bhd              Malaysia               Dormant                      -             -         99.995           99.995

### Westcomb Shanghai                     People’s Republic      Provision of business        -             -            100                 100
          Investment Advisory Co. Ltd     of China               consultancy services

     *    Audited by PricewaterhouseCoopers, Singapore.
     **   Audited by PricewaterhouseCoopers, Malaysia.
     +    In the midst of liquidation; audited by R Chan & Co Certified Public Accountants, Singapore.
     ++ Not required to be audited under the laws of the country of incorporation.
     #    Audited by Liaoning Guangming Certified Public Accountants Co. Ltd, People’s Republic of China.
     ## Audited by Dominic K.F. Chan & Co, Hong Kong.
     ### Audited by Shanghai Hongda Xinyu Certified Public Accountants Co. Ltd, People’s Republic of China.


                                                                                                                                      77
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




16. Investments in subsidiaries (continued)

     In September 2007, the Company made an additional capital contribution of $1 million in Westcomb Securities Pte Ltd.

     On 5 November 2007, the Company acquired an additional 10% of the issued share capital of Westcomb Capital Sdn Bhd for a purchase
     consideration that was insignificant. The fair value of identifiable net assets acquired, and revenue and profit contributions of the acquisition,
     were not material to the Group.


17. Plant and equipment

                                                              Furniture             Office                                Motor
                                                            and fittings        equipment         Computers              vehicle               Total
                                                                      $                  $                 $                  $                  $

     The Group

     2007
     Cost
     Beginning of financial year                                545,977            255,516           986,414            158,321          1,946,228
     Currency translation differences                                41                11                 19                   -                71
     Additions                                                        -            15,950            16,023                    -           31,973
     Disposals                                                  (39,405)            (2,079)          (37,737)                  -           (79,221)

     End of financial year                                      506,613            269,398           964,719            158,321          1,899,051

     Accumulated depreciation
     Beginning of financial year                                396,006            168,160           834,969             92,354          1,491,489
     Currency translation differences                                 8                  4                17                   -                29
     Depreciation charge                                        67,614             42,297           126,246             31,664            267,821
     Disposals                                                  (22,764)            (1,046)          (37,737)                  -           (61,547)

     End of financial year                                      440,864            209,415           923,495            124,018          1,697,792

     Net book value
     End of financial year                                       65,749             59,983            41,224             34,303            201,259




78
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




17. Plant and equipment (continued)

                                        Furniture      Office                     Motor
                                      and fittings   equipment    Computers      vehicle           Total
                                               $            $            $           $               $

   The Group

   2006
   Cost
   Beginning of financial year           544,282       244,690      949,278     158,321       1,896,571
   Currency translation differences         (818)         (98)        (422)           -         (1,338)
   Additions                               2,513       11,205       37,558            -         51,276
   Write-offs                                   -        (281)           -            -           (281)

   End of financial year                 545,977       255,516      986,414     158,321       1,946,228

   Accumulated depreciation
   Beginning of financial year           313,700       127,711      568,367      60,690       1,070,468
   Currency translation differences         (207)         (22)        (159)           -           (388)
   Depreciation charge                    82,513       40,471      266,761      31,664         421,409

   End of financial year                 396,006       168,160      834,969      92,354       1,491,489

   Net book value
   End of financial year                 149,971        87,356      151,445      65,967         454,739




                                                                                                    79
                                                                              WESTCOMB FINANCIAL GROUP
                                                                                    ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




17. Plant and equipment (continued)

                                        Furniture       Office                Motor
                                      and fittings   equipment   Computers   vehicle     Total
                                                $           $           $         $        $

     The Company

     2007
     Cost
     Beginning of financial year           19,708       10,720      27,746   158,321   216,495
     Additions                            10,315        3,236       1,096         -    14,647

     End of financial year                 30,023       13,956      28,842   158,321   231,142

     Accumulated depreciation
     Beginning of financial year            8,268        6,511      19,314    92,354   126,447
     Depreciation charge                   6,091        2,608       6,569    31,664    46,932

     End of financial year                 14,359        9,119      25,883   124,018   173,379

     Net book value
     End of financial year                 15,664        4,837       2,959    34,303    57,763

     2006
     Cost
     Beginning of financial year           19,708       10,720      24,019   158,321   212,768
     Additions                                 -            -       3,727         -     3,727

     End of financial year                 19,708       10,720      27,746   158,321   216,495

     Accumulated depreciation
     Beginning of financial year            4,327        4,368      10,634    60,690    80,019
     Depreciation charge                   3,941        2,143       8,680    31,664    46,428

     End of financial year                  8,268        6,511      19,314    92,354   126,447

     Net book value
     End of financial year                 11,440        4,209       8,432    65,967    90,048



80
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




18. Intangible assets

                                                                                                                        The Group
                                                                                                               2007                 2006
                                                                                                                   $                  $

    SGX-ST admission fee (Note (a))                                                                           26,640            66,600
    Goodwill arising on consolidation (Note (b))                                                           1,288,600         1,288,600

                                                                                                           1,315,240         1,355,200

    (a) SGX-ST admission fee
        Beginning of financial year                                                                            66,600           106,560
        Amortisation charge                                                                                  (39,960)          (39,960)

        End of financial year                                                                                  26,640            66,600

        Cost                                                                                                200,000            200,000
        Accumulated amortisation                                                                            (173,360)         (133,400)

                                                                                                              26,640            66,600

    The SGX-ST admission fee represents the amount paid to the Singapore Exchange Securities Trading Limited (“SGX-ST”) by a subsidiary
    to become a clearing member with the SGX-ST.

                                                                                                                        The Group
                                                                                                               2007                 2006
                                                                                                                   $                  $

    (b) Goodwill arising on consolidation
        Cost
        Beginning of financial year                                                                         1,505,733         1,492,902
        Additional investment in subsidiary                                                                        -            12,831

        End of financial year                                                                               1,505,733         1,505,733




                                                                                                                                 81
                                                                                                           WESTCOMB FINANCIAL GROUP
                                                                                                                 ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




18.   Intangible assets (continued)

      (b) Goodwill arising on consolidation (continued)

                                                                                                                            The Group
                                                                                                                    2007                2006
                                                                                                                       $                    $

          Accumulated impairment
          Beginning of financial year                                                                            217,133             72,516
          Impairment charge                                                                                             -          144,617

          End of financial year                                                                                  217,133            217,133

          Net book value                                                                                       1,288,600         1,288,600

          The impairment charge in 2006 was to write-down the goodwill of two subsidiaries to nil as those two subsidiaries had ceased to
          be active.

          Impairment tests for goodwill

          Goodwill is allocated to the Group’s cash-generating-units (“CGU”) identified according to country of operation and business
          segment. The country of operation is Singapore and the business segment is securities broking and Equity Capital Market (“ECM”)
          syndication.

          The recoverable amount of a CGU was determined based on value-in-use calculations. These calculations use cash flow projections
          based on financial budgets approved by management covering a one-year period. Management has assessed that it would not
          be meaningful to project beyond a one-year period due to the volatility of the securities market in general. Cash flows beyond the
          one-year period are extrapolated using the assumptions stated below. For conservatism purposes, management has assumed a
          zero percent growth rate beyond the budget period.

          Key assumptions used for value-in-use calculations:

                                                                                                                      Securities broking
                                                                                                                         and ECM
                                                                                                                        syndication,
                                                                                                                         Singapore
                                                                                                                    2007                2006
          Gross margin1                                                                                             57%                 49%
          Discount rate2                                                                                             6%                    6%

          1
           Budgeted gross margin, based on past performance and management’s expectation of the market development.
          2
           Pre-tax discount rate applied to the pre-tax cash flow projections, reflecting specific risks relating to this business segment.
82
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




19. Trade and other payables, and outstanding contracts payable

                                                                                        The Group                       The Company
                                                                               2007                 2006           2007               2006
                                                                                   $                  $                $                 $

   Trade payables                                                           294,140           218,581                  -                  -
   Accrued operating expenses                                              4,200,383         2,007,833        1,592,791           438,799
   Customer deposits                                                        978,593           968,775                  -                  -
   Due to subsidiaries (non-trade)                                                  -                  -        231,598          2,346,455
   Due to a related party (non-trade)                                               -            2,173                 -                  -

                                                                           5,473,116         3,197,362        1,824,389          2,785,254

   The non-trade amounts due to subsidiaries and to a related party are unsecured, interest-free and repayable on demand.

   Outstanding contracts payable relates to securities dealing transactions for customers, which are generally settled shortly after balance
   sheet date.


20. Borrowings

                                                                                        The Group                       The Company
                                                                               2007                 2006           2007               2006
                                                                                   $                  $                $                 $

   Bank overdrafts                                                                15          960,473                 15          960,473
   Loans
       - from a director                                                            -        2,000,000                 -                  -
       - from a related party                                                       -        1,000,000                 -                  -

                                                                                  15         3,960,473                15          960,473

   The borrowings (denominated in Singapore dollar) are unsecured. The bank overdrafts are repayable on demand. The loans from a director
   and a related party were maturing in Nil (2006: 1 to 9 months) from the end of the financial year.




                                                                                                                                    83
                                                                                                              WESTCOMB FINANCIAL GROUP
                                                                                                                    ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




20. Borrowings (continued)

     The weighted average effective interest rate of the bank overdrafts as at 31 December 2007 is 6% (2006: 6%) per annum.

     The weighted average effective interest rate of the loans as at 31 December 2007 is Nil (2006: 3.325%) per annum.

     The related party is an immediate family member of one of the directors.

21. Dividends

     No dividend was paid during the financial year ended 31 December 2007.

     A final exempt (one-tier) dividend amounting to $749,001 was paid during the financial year ended 31 December 2006 in respect of the
     financial year ended 31 December 2005 of 0.5 cents per share.

22. Share capital

                                                      No. of shares                                      Amount
                                                                                                                                 Total share
                                              Authorised          Issued           Authorised                                    capital and
                                                    share          share                share          Share             Share        share
                                                  capital         capital              capital        capital      premium         premium
                                                                       $                    $               $               $

     2007
     Beginning and end of financial year                 -   179,600,100                      -    16,041,353                 -   16,041,353

     2006
     Beginning of financial year            1,000,000,000    149,800,100           20,000,000       2,996,002      5,205,351       8,201,353
     Effect of Companies
         (Amendment) Act 2005             (1,000,000,000)               -         (20,000,000)     5,205,351      (5,205,351)              -
     Proceeds from share issue                          -    29,800,000                      -     7,840,000                 -    7,840,000

     End of financial year                               -   179,600,100                      -    16,041,353                 -   16,041,353




84
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




22. Share capital (continued)

    Under the Singapore Companies (Amendment) Act 2005 that came into effect on 30 January 2006, the concepts of par value and authorised
    share capital were abolished and the amount in the share premium account as at 30 January 2006 became part of the Company’s share
    capital.

    All issued ordinary shares were fully paid.

    In 2006, the Company issued 29,800,000 number of ordinary shares for a total cash consideration of $7,840,000 to provide funds for the
    expansion of the Group’s operation.

    The newly issued shares rank pari passu in all respects with the previously issued shares.

23. Other reserves

                                                                                                                          The Group
                                                                                                                  2007                2006
                                                                                                                      $                 $

    (a) Composition:
        Reserve fund                                                                                         1,064,400           716,400
        Currency translation differences                                                                       (20,673)            (8,917)

                                                                                                             1,043,727           707,483




                                                                                                                                   85
                                                                                                             WESTCOMB FINANCIAL GROUP
                                                                                                                   ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




23. Other reserves (continued)

                                                                                                                                 The Group
                                                                                                                        2007                 2006
                                                                                                                            $                  $

     (b) Movements:
         (i)    Reserve fund
                Beginning of financial year                                                                           716,400           716,400
                Transfer from retained earnings                                                                      348,000                    -

                End of financial year                                                                               1,064,400           716,400

         (ii)   Currency translation reserve
                Beginning of financial year                                                                             (8,917)            3,137
                Currency translation differences arising on translation of overseas
                    operations not recognised in income statement                                                     (11,756)          (12,054)

                End of financial year                                                                                  (20,673)           (8,917)

                The reserve fund was created in compliance with Regulation 19 of the Securities and Futures Regulations and Rule 11.6 issued
                by the Singapore Exchange Securities Trading Limited (“SGX-ST”). This reserve fund is not available for distribution as dividends
                without the prior approval of the Monetary Authority of Singapore and the SGX-ST.

                The currency translation reserve is non-distributable.

24. Retained earnings

     (a) Retained earnings of the Group and Company are distributable except for accumulated retained earnings of associated companies
         amounting to $108,583 (2006: $171,600) which are included in the Group’s retained earnings.




86
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




24. Retained earnings (continued)

   (b) Movement in retained earnings for the Company is as follows:

                                                                                                                          The Company
                                                                                                                     2007               2006
                                                                                                                         $                 $

       Beginning of financial year                                                                               4,026,647          3,935,929
       Net profit                                                                                                  268,648            839,719
       Dividends paid (Note 21)                                                                                          -          (749,001)

       End of financial year                                                                                     4,295,295          4,026,647

       Movement in retained earnings for the Group is shown in the Consolidated Statement of Changes in Equity.

25. Commitments

   (a) Operating lease commitments

       Commitments in relation to non-cancellable operating leases contracted for but not recognised as liabilities, are payable as follows:

                                                                                        The Group                         The Company
                                                                                2007                2006             2007               2006
                                                                                    $                 $                  $                 $

       Not later than one year                                               670,380           462,946            157,644            101,211
       Later than one year but not later than five years                      805,269           342,446            191,381             46,005

                                                                           1,475,649           805,392            349,025            147,216




                                                                                                                                      87
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




25. Commitments (continued)

     (b) Other commitments

         The Company

         (i)    The Company has given guarantees amounting to $3,000,000 (2006: $3,000,000) to banks to support banking facilities extended
                to certain subsidiaries of which none was utilised as at the balance sheet date (2006: Nil).

         (ii)   The Company has given guarantees in favour of the Monetary Authority of Singapore for the obligations of one of its subsidiaries.
                The Company has also guaranteed that the subsidiary will remain liquid during the course of its business.

         (iii) At the balance sheet date, there were commitments of $46,296 (2006: $35,807) in respect of the obligations of a subsidiary to The
               Central Depository (Pte) Limited (“CDP”) by virtue of the subsidiary being a clearing member of the Singapore Exchange Securities
               Trading Limited. These mentioned commitments are secured against deposits placed by the subsidiary with CDP to the extent of
               $250,000 (2006: $250,000).

         The Group

         The Group has pledged $15,000,000 (2006: $15,000,000) of deposits at call as security for bankers’ guarantees issued by various
         financial institutions in favour of the Monetary Authority of Singapore.

26. Contingencies

     In 2007, a former remisier (“Plaintiff”) with Westcomb Securities Pte Ltd (“Westcomb Securities”), commenced legal proceedings against
     Westcomb Financial Group Limited, Westcomb Securities Pte Ltd (“Westcomb Securities”), Westcomb Capital Pte Ltd (“Westcomb Capital”),
     Mr Choo Chee Kong, and Mr Tan Kah Koon (collectively the “Defendants”).

     The Plaintiff claims that the Defendants led a certain client to transact in IPO deals through the Defendants without informing the Plaintiff of
     the transactions. The Plaintiff claims that the actions of the Defendants were a breach of the Agency agreement signed between the Plaintiff
     (as remisier) and Westcomb Securities, and the Plaintiff also claims that the Defendants had conspired against him to cause him financial
     loss through a loss in commission.

     At the date these financial statements were authorised for issue, the Plaintiff has not indicated the amounts he wishes to claim from the
     Defendants. The Group has not made any provision for contingent losses as management has assessed, in consultation with their legal
     counsel, that the claims of the Plaintiff are without basis or merit.




88
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




27. Related party transactions

    (a) Income and expenses

        In addition to information disclosed elsewhere in the financial statements, the following related party transactions took place between
        the Group and related parties during the financial year on terms agreed by the parties concerned:

                                                                                                                              The Group
                                                                                                                     2007                 2006
                                                                                                                         $                   $

        Corporate service fee income from an associated company                                                          -                5,625
        Management fee income from an associated company                                                        2,032,221          1,758,730
        Share of revenue to related party                                                                        (181,650)                    -
        Referral fees paid/received from a firm in which a director has an interest                                 (37,980)          200,000
        Professional fees paid to a firm in which a director has an interest                                      (399,638)          (253,613)
        Loan interest paid to a director (Note 7)                                                                   (8,563)          (64,008)
        Loan interest paid to a related party (Note 7)                                                              (9,130)          (32,004)
        Loan repayment to a director (Note 20)                                                                 (2,000,000)                    -
        Loan repayment to a related party (Note 20)                                                            (1,000,000)                    -
        Collateral fee paid to a related party                                                                   (112,500)          (114,363)

        *   The related parties comprise related corporations of, and individuals connected to, a shareholder of the Company and directors of
            the Company.

    (b) Key management’s remuneration

        Key management’s remuneration is as follows:

                                                                                                                              The Group
                                                                                                                     2007                 2006
                                                                                                                         $                   $

        Salaries and other short-term employee benefits                                                          2,716,428          2,227,721
        Post-employment benefits - contribution to CPF                                                              85,888             58,830

                                                                                                                2,802,316          2,286,551

        Included in the above is a total compensation to directors of the Company amounting to $1,507,272 (2006: $1,248,433).



                                                                                                                                      89
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management

     The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, price risk and interest rate risk), credit risk and
     liquidity risk. The Group’s overall risk management policy is to safeguard the Group against the effects of such risks on its financial performance.
     Risk management is carried out by the various committees of the business units, in accordance with approved policies as follows:

     (i)   Executive committee
           This committee comprises two directors. Its principal functions are to review and approve recurring operational matters and other
           matters that do not warrant the convening of a Board of Directors meeting.

     (ii) IPO Pre-submission committee
           This committee comprises five members. Its principal functions are to review IPOs prior to submission to the Singapore Exchange
           (“SGX”) to ensure that all issues identified have been satisfactorily addressed, and to provide pre-clearance of IPOs prior to submission
           to the Compliance committee for approval for submission to the SGX.

     (iii) Compliance committee
           This committee comprises three members. Its principal functions are to set and review the bases for admission of, and appraise
           admission of, advisers to the corporate finance business. The Compliance committee also reviews and approves the Group’s corporate
           finance IPO manual which documents the standard procedures to be adopted for execution of IPO transactions, and reviews and
           approves listing applications for submission to the SGX.

     (iv) Underwriting committee
           This committee comprises three members. Its principal functions are to approve placements and underwriting transactions having
           regard to the adequacy of financial resources and underwriting risk, as well as the recommendations of the Managing Director of
           securities dealing/broking business.

     (v) Investment approval committee
           This committee comprises two members and its principal function is to review and approve investments.

     (a) Market risk
           (i)   Currency risk
                 The Group operates primarily in Singapore, and while it has customers from China, Malaysia and other Asian countries, the
                 Group bills its customers mainly in Singapore dollar, and therefore mitigating currency risks. The Group does not generally take
                 on significant exposures to foreign currency risk arising from its operations. The currency risk arises mainly from the Group’s cash
                 and cash equivalents in USD, RMB and MYR, which are maintained mainly for on-going operations and re-investments in these
                 key currency of business activities. Therefore, management assesses that the Group does not currently need to hedge or manage
                 these currency risks, taking into account the amounts involved. The Group is also exposed to currency translation risk on the net
                 assets in foreign operations. However, the Group does not consider its currency exposure to the net assets of the Group’s foreign
                 operations as material.
90
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

   (a) Market risk (continued)

       (i)   Currency risk (continued)

             The Group’s exposure to foreign currency translation risk on its net investments in foreign subsidiaries is not significant when consolidated.

             The Company has no foregn currency exposure as all its financial assets and financial liabilities are denominated in Singapore
             dollar (its functional currency).

             The Group’s currency exposure based on the information provided to key management is as follows:

                                                                  SGD            USD             RMB               MYR          Other              Total
                                                                      $              $               $                 $             $                 $
             As at 31 December 2007
             Financial assets
             Cash and cash equivalents                     28,486,813         933,215       1,268,102        1,651,246        155,108       32,494,484
             Financial assets, at fair value
                  through profit or loss                     2,794,219                 -               -                -             -        2,794,219
             Financial assets, available-for-sale           1,243,279                 -       309,721                  -             -        1,553,000
             Trade and other receivables and
                 outstanding contracts receivable          24,889,040         767,527                 -        481,518        427,105       26,565,190

                                                           57,413,351       1,700,742       1,577,823        2,132,764        582,213       63,406,893

             Financial liabilities
             Borrowings                                              15               -               -                -             -                15
             Other financial liabilities                    21,335,234         748,264         978,593          480,729        450,608       23,993,428

                                                           21,335,249         748,264         978,593          480,729        450,608       23,993,443

             Net financial assets                           36,078,102         952,478         599,230        1,652,035        131,605       39,413,450

             Less: Net financial assets
                   denominated in the
                   respective entities
                   functional currencies                  (36,078,102)                -      (289,509)          (73,836)      (70,630)

             Currency exposures                                       -       952,478         309,721        1,578,199         60,975
                                                                                                                                                 91
                                                                                                                           WESTCOMB FINANCIAL GROUP
                                                                                                                                 ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

     (a) Market risk (continued)

         (i)   Currency risk (continued)

                                                            SGD          USD         RMB        MYR        Other         Total
                                                                $           $            $          $          $            $

               As at 31 December 2006
               Financial assets
               Cash and cash equivalents              28,853,394      452,757    1,145,095    555,974    530,029    31,537,249
               Financial assets, at fair value
                    through profit or loss              1,349,995             -           -          -          -     1,349,995
               Trade and other receivables and
                   outstanding contracts receivable   24,210,113      753,679            -     42,168     50,049    25,056,009

                                                      54,413,502     1,206,436   1,145,095    598,142    580,078    57,943,253

               Financial liabilities
               Borrowings                              3,960,473             -           -          -          -     3,960,473
               Other financial liabilities             19,976,161      708,847     968,775      60,217    180,567    21,894,567

                                                      23,936,634      708,847     968,775      60,217    180,567    25,855,040

               Net financial assets                    30,476,868      497,589     176,320     537,925    399,511    32,088,213
               Less: Net financial assets
                     denominated in the
                     respective entities
                     functional currencies            (30,476,868)           -    (176,320)   (67,647)   (75,198)

               Currency exposures                               -     497,589            -    470,278    324,313




92
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

   (a) Market risk (continued)

       (i)   Currency risk (continued)

             At the balance sheet dates, if the USD, RMB and MYR strengthened/weakened against the SGD by 2% (2006: 2%) with all other variables
             including tax rate being held constant, the effects arising from the Group’s net financial liability/asset position will be as follows:
                                                                                                   Increase/(decrease)
                                                                                            2007                                   2006
                                                                         Profit after tax            Equity      Profit after tax            Equity
                                                                                       $                  $                   $                 $
             Group
             USD against SGD
                - strengthened                                                    15,585            15,585                8,085             8,085
                - weakened                                                       (15,585)          (15,585)              (8,085)           (8,085)
             RMB against SGD
                - strengthened                                                     9,606              9,606               2,856             2,856
                - weakened                                                        (9,606)            (9,606)             (2,856)           (2,856)
             MYR against SGD
                - strengthened                                                    26,495            26,495                8,604             8,604
                - weakened                                                       (26,495)          (26,495)              (8,604)           (8,604)


       (ii) Price risk

             The Group is exposed to equity securities price risk because of the investments held by the Group which are classified on the
             consolidated balance sheet either as fair value through profit or loss or available-for-sale. These investments consist of both
             unlisted and listed securities.

             In carrying out its investment activities, the Group identifies and evaluates investment opportunities which provide synergistic
             benefits to, and which are complementary to, the conduct and growth of the Group’s business. The investee companies should
             also possess profit potential for the Group to take strategic stakes with an objective of earning dividend income or capital gain
             through either a trade sale or an IPO at an appropriate time.

             When an investee company no longer has synergies with the Group’s business, or if the Group is unable to optimise its investment
             in the investee company, the Group may decide to dispose of its interests in that investee company.

             To manage its price risk arising from investments in equity securities, the Group maintains a consistent policy of taking a prudent
             and conservative approach in the making of such investments. The directors closely monitor and engage in investments at a pace
             which will not strain the Group’s means and resources in order to avoid any adverse impact on the Group’s financial performance.

                                                                                                                                          93
                                                                                                                    WESTCOMB FINANCIAL GROUP
                                                                                                                          ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

     (a) Market risk (continued)

         (ii) Price risk (continued)

             If prices for listed securities or fair value of unlisted equity securities classified as fair value through profit or loss change by 10% (2006:
             not applicable) and 30% (2006: 30%), respectively, with all other variables including tax rate being held constant, the profit after tax
             and equity will be:

                                                                                                           Increase/(decrease)
                                                                                                  2007                                    2006
                                                                            Profit after tax               Equity      Profit after tax              Equity
                                                                                            $                   $                   $                   $
             The Group
             Financial assets, at fair value through profit or loss:
             Listed equity securities
                  - Increased by                                                    167,626              167,626                    -                   -
                  - Decreased by                                                    (167,626)            (167,626)                  -                   -
             Unlisted equity securities
                  - Increased by                                                     184,500              184,500            323,999              323,999
                  - Decreased by                                                    (184,500)            (184,500)          (323,999)            (323,999)


         (iii) Cash flow and fair value interest rate risks

             Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market
             interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to change in market
             interest rates.

             The Group and the Company do not take on significant variable-rate interest-bearing financial assets or financial liabilities. The
             Group and the Company have deposits placed with financial institutions and the Group has borrowings. These are at fixed rates
             at the balance sheet dates, or repayable shortly after the balance sheet dates. Therefore, the Group’s and the Company’s income
             and equity are not likely to be materially affected by changes in market interest rates had these occurred at the balance sheet dates
             and had these been applied to the risk exposures as at those balance sheet dates.




94
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

   (b) Credit risk

       Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

       The Group adopts the policy of dealing only with customers and counterparties who have good credit standing to mitigate credit risk,
       and/or who have provided sufficient security.

       For the Securities Dealing/Broking business, credit risk is mitigated as trades are done via the SGX and are cleared within three
       market days after the trade date. In the event of late payment or default by its customers, the Group is able to force-sell the securities
       purchased on behalf of customers to cover its losses within two market days after the due date.

       Credit exposure to an individual counterparty is restricted by credit limits that are approved based on ongoing credit evaluation by the
       Operations and Finance Department.

       For IPO Advisory transactions, fees are usually collected in accordance with stipulated payment milestones. It is also normal practice
       for the last fee instalment to be deducted from the IPO proceeds.

       For Merger and Acquisition and Corporate Advisory transactions, the Group typically requires an upfront fee from the customer, with
       the balance of the fees collected in accordance with stipulated payment milestones.

       For Private Equity activities, a fixed fee (either monthly or yearly based on fund management agreement) is collected in accordance
       with the stipulated payment terms.

       The different business units have their own checklists on acceptance of a customer.

       The Group and Company consider the major classes of financial assets as cash and cash equivalents, trade receivables and outstanding
       contracts receivable as presented on the balance sheets; and amounts due from associated companies and refundable deposits
       disclosed in Note 12.

       The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial assets. Except
       for securities obtained on outstanding contracts receivable arising from securities dealing/broking business as described above, the
       Group and Company do not hold any other collateral.




                                                                                                                                            95
                                                                                                                      WESTCOMB FINANCIAL GROUP
                                                                                                                            ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

     (b) Credit risk (continued)

         In addition to information by the major classes described above, the credit risk information for trade receivables and outstanding
         contracts receivable provided to key management is as follows:

                                                                                                                               The Group
                                                                                                                       2007                2006
                                                                                                                           $                 $
         By business units
         Non-related parties
               - IPO management and M&A advisory                                                                  1,059,284          1,379,044
               - Securities broking and ECM syndication                                                          23,284,317        22,202,181
               - Private equity                                                                                     261,708           174,219
               - Pre-IPO consultancy                                                                                325,000             14,662

                                                                                                                 24,930,309        23,770,106

         (i)   Financial assets that are neither past due nor impaired

               Cash and cash equivalents that are neither past due nor impaired are mainly deposits with what management considers as
               reputable banks. Trade receivables, outstanding contracts receivable and other receivables that are neither past due nor impaired
               are substantially debtors with good collection track record with the Group and Company.




96
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

   (b) Credit risk (continued)

       (ii)   Financial assets that are past due and/or impaired

              There is no other class of financial assets that is past due and/or impaired except for certain trade receivables as follows.

              The ageing analysis of trade receivables past due but not impaired is as follows:
                                                                                                                                 The Group
                                                                                                                         2007                 2006
                                                                                                                             $                    $

              Past due 0 to 3 months                                                                                   71,038           275,681
              Past due 3 to 6 months                                                                                    3,267                 3,000
              Past due over 6 months                                                                                   22,892                28,381

                                                                                                                       97,197           307,062

              The carrying amount of trade receivables individually determined to be impaired and the movement in the related allowance for
              impairment are as follows:
                                                                                                                                 The Group
                                                                                                                         2007                 2006
                                                                                                                             $                    $

              Gross amount                                                                                            116,392           962,165
              Less: Allowance for impairment                                                                         (116,392)          (962,165)

                                                                                                                             -                    -

              Beginning of financial year                                                                              962,165           746,066
              Currency translation difference                                                                          (2,093)               (4,099)
              Allowance made                                                                                           56,705           196,761
              Allowance utilised                                                                                     (900,385)                    -
              Allowance on bad debts recovered                                                                               -               23,437

              End of financial year                                                                                    116,392           962,165

              The impaired trade receivables arise from long outstanding debts which are considered to be uncollectible.
                                                                                                                                         97
                                                                                                                   WESTCOMB FINANCIAL GROUP
                                                                                                                         ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

     (c) Liquidity risk

         The Group adopts prudent liquidity risk management by maintaining sufficient cash and having an adequate amount of credit facilities.

         The table below analyses the maturity profile of the Group’s and the Company’s financial liabilities based on contractual undiscounted
         cash flows.
                                                                                                                                  Less than
                                                                                                                                      1 year
                                                                                                                                           $
         Group
         At 31 December 2007
         Trade and other payables                                                                                                 5,473,116
         Outstanding contracts payable                                                                                           18,520,312
         Borrowings                                                                                                                      15

                                                                                                                                 23,993,443

         At 31 December 2006
         Trade and other payables                                                                                                 3,197,362
         Outstanding contracts payable                                                                                           18,697,205
         Borrowings                                                                                                               3,978,166

                                                                                                                                 25,872,733

         Company
         At 31 December 2007
         Trade and other payables                                                                                                 1,824,389
         Borrowings                                                                                                                      15

                                                                                                                                  1,824,404

         At 31 December 2006
         Trade and other payables                                                                                                 2,785,254
         Borrowings                                                                                                                 960,473

                                                                                                                                  3,745,727
98
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




28. Financial risk management (continued)

   (d) Capital risk

       The Group’s objectives when managing capital are to conduct its business prudently so as to continue as a going concern, as well as
       to maintain an optimal capital structure so as to maximise shareholder value. The Group’s measures to maintain or achieve an optimal
       capital structure include adjusting the amount of dividend payment, and increasing or reducing borrowings.

       In addition, as the Group has two regulated subsidiaries, management also monitors the capital funds, financial resources and total risk
       exposure to ensure compliance with the relevant laws, and the regulatory requirements issued by the Monetary Authority of Singapore
       (“MAS”) and the Singapore Exchange (“SGX”).

       The monitoring is done jointly and regularly by the relevant business units, credit control and finance personnel.

       The total capital of the Group and Company as at the balance sheet dates is the respective “Total equity” as presented on the balance
       sheets.

       The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 31
       December 2006 and 2007.




                                                                                                                                      99
                                                                                                                WESTCOMB FINANCIAL GROUP
                                                                                                                      ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information

      Primary reporting format - business segments

                                               IPO     Securities
                                       management         broking
                                          and M&A       and ECM       Private       Pre-IPO
                                           advisory   syndication      equity    consultancy   Elimination       Group
                                                 $             $            $             $             $             $
      31 December 2007
      Revenue
            - external revenue           3,690,114    12,351,974    2,292,066     1,648,407              -   19,982,561
            - inter-segment revenue      1,972,219              -           -              -   (1,972,219)            -

                                         5,662,333    12,351,974    2,292,066     1,648,407    (1,972,219)   19,982,561

      Segment results                    1,451,152     5,622,206     974,040      1,431,821              -    9,479,219
      Unallocated costs                                                                                      (1,905,790)

                                                                                                              7,573,429
      Finance expense                                                                                          (122,703)
      Share of results of
            associated companies                  -             -     (14,268)             -             -      (14,268)

      Profit before tax                                                                                        7,436,458
      Tax                                                                                                    (1,240,057)

      Total profit                                                                                             6,196,401

      Segment assets                    19,912,692    38,765,945    4,106,227     2,651,125    (2,554,714)   62,881,275
      Associated companies                        -             -     94,841               -             -      94,841
      Unallocated assets                                                                                      2,493,425

      Consolidated total assets                                                                              65,469,541

      Segment liabilities                3,900,196    23,925,691    1,879,068       735,057    (8,046,631)   22,393,381
      Unallocated liabilities                                                                                 3,023,291

      Consolidated total liabilities                                                                         25,416,672
100
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information (continued)
    Primary reporting format - business segments (continued)

                                             IPO       Securities
                                      management         broking
                                        and M&A        and ECM      Private      Pre-IPO
                                         advisory    syndication    equity    consultancy   Elimination        Group
                                               $               $         $             $             $              $

    Other segment items
    Capital expenditure
        - plant and equipment              1,679          28,894          -             -             -        30,573
    Unallocated capital expenditure
        - plant and equipment                                                                                   1,400

    Depreciation                          46,222        158,073      9,040         1,000              -      214,335
    Unallocated depreciation                                                                                   53,486
    Amortisation                                -         39,960          -             -             -        39,960

    Impairment losses:
        - trade receivables               46,705          10,000          -             -             -        56,705




                                                                                                                  101
                                                                                            WESTCOMB FINANCIAL GROUP
                                                                                                  ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information (continued)

      Primary reporting format - business segments (continued)

                                             IPO         Securities
                                      management           broking
                                        and M&A          and ECM        Private      Pre-IPO
                                         advisory      syndication       equity   consultancy   Elimination       Group
                                               $                 $           $             $             $             $

      31 December 2006

      Revenue
            - external revenue          3,053,746       5,404,752     2,101,556        8,962              -   10,569,016
            - inter-segment revenue      760,174                  -           -             -     (760,174)            -

                                        3,813,920       5,404,752     2,101,556        8,962      (760,174)   10,569,016

      Segment results                   1,020,026         969,328     1,164,988      370,182              -    3,524,524
      Unallocated costs                                                                                       (2,215,096)

                                                                                                               1,309,428
      Finance expense                                                                                           (137,210)
      Share of results of
            associated companies               -                  -     88,953              -             -      88,953

      Profit before tax                                                                                         1,261,171
      Tax                                                                                                       (165,953)

      Total profit                                                                                              1,095,218




102
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information (continued)
    Primary reporting format - business segments (continued)

                                             IPO       Securities
                                      management         broking
                                        and M&A        and ECM        Private      Pre-IPO
                                         advisory    syndication       equity   consultancy   Elimination        Group
                                               $               $           $             $             $              $

    31 December 2006
    Segment assets                     19,762,965    32,388,402     5,107,979    1,256,748    (6,188,977)    52,327,117
    Associated companies                        -               -    171,609              -             -      171,609
    Unallocated assets                                                                                        7,936,583

    Consolidated total assets                                                                                60,435,309

    Segment liabilities                 2,094,660    19,330,739     2,285,321      133,123    (2,393,423)    21,450,420
    Unallocated liabilities                                                                                   5,096,619

    Consolidated total liabilities                                                                           26,547,039

    Other segment items
    Capital expenditure
         - plant and equipment             5,869          41,679            -             -             -        47,548
    Unallocated capital expenditure
         - plant and equipment                                                                                    3,728
         - intangible assets                                                                                     12,831
    Depreciation                          92,398        268,426       10,125         1,000              -      371,949
    Unallocated depreciation                                                                                     49,460
    Amortisation                                -         39,960            -             -             -        39,960
    Impairment losses:
         - goodwill                      131,786                -           -             -             -      131,786
         - unallocated goodwill                                                                                  12,831
         - trade receivables             170,804          10,892            -       27,129       (12,064)      196,761




                                                                                                                    103
                                                                                              WESTCOMB FINANCIAL GROUP
                                                                                                    ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information (continued)

      The Group’s revenues arise from four main business segments:

      • Initial Public Offer (“IPO”) management, and Mergers and Acquisitions (“M&A”) advisory - public relations consultancy and design
        services rendered in relation to the companies’ proposed IPO and their subsequent post-listing communication strategy, management
        of the first offering of stock by a corporation to the public, and advisory assignments with respect to acquisition target and/or acquirer
        search, buy-side and/or sell-side advisory, fairness opinions and valuations, reverse take-over, divestitures, corporate defence activities,
        restructurings, and joint venture deal making.

      • Securities broking and Equity Capital Markets (“ECM”) syndication - provide securities broking and arranging for the underwriting and
        placement syndicate for the distribution of shares with respect to IPOs by companies seeking listing or secondary fund raising exercises
        by companies already listed.

      • Private equity - private equity services rendered in managing third-party funds to assist companies in acquiring pre-IPO funding. Seek
        significant capital appreciation through investments primarily in privately placed;

         (i)    pre-IPO shares which include late stage pre-IPO deals and early stage pre-IPO deals;

         (ii)   IPO placement tranche shares; and

         (iii) other corporate finance deals, including, without limitation, buyout deals and corporate restructuring deals.

      • Pre-IPO Consultancy - Pre-IPO consultancy services rendered in maximising the probability of success for companies seeking IPO
        before the actual launch of the IPO effort.

         Inter-segment transactions are recorded at their transacted price which is generally determined on an arm’s length basis. Unallocated
         costs represent corporate expenses. Segment assets consist primarily of plant and equipment, intangible assets, receivables, investments
         and operating cash, net of allowances. Segment liabilities comprise operating liabilities and exclude items such as tax liabilities and bank
         overdrafts. Capital expenditure comprises additions to plant and equipment and intangible assets, including those acquired through
         business combinations.

         Secondary reporting format - geographical segments

         As the Group operates primarily in Singapore, most of its assets are located in Singapore and that no other geographical segment
         contributed more than 10% of consolidated assets. Accordingly, no other segment information by geographical segment is presented.




104
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




29. Segmental information (continued)

   Geographical market of the customers

   The following details show the distribution of the Group’s revenues based on the geographical segments in which the customers are
   located:

                                                                                                                          The Group
                                                                                                                   2007               2006
                                                                                                                      $                  $

   Singapore                                                                                                13,112,250          7,739,319
   Greater China *                                                                                            5,037,327         1,414,324
   Malaysia                                                                                                   1,137,206               6,962
   Others                                                                                                      695,778          1,408,411

                                                                                                            19,982,561        10,569,016

   *   Greater China refers to the People’s Republic of China, Hong Kong, Macau and Taiwan

   With the exception of Singapore and Greater China*, no other geographical segments contributed more than 10% of the Group’s consolidated
   revenue. Revenue is based on the geographical segment in which the customer is located.

30. New or revised accounting standards and interpretations

   Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s
   accounting periods beginning on or after 1 January 2008 or later periods and which the Group has not early adopted. The Group’s
   assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below:

   (a) FRS 108 Operating Segments
       (effective for annual periods beginning on or after 1 January 2009)

       FRS 108 supersedes FRS 14 Segment Reporting and requires the Group to report the financial performance of its operating segments
       based on the information used internally by management for evaluating segment performance and deciding on allocation of resources.
       Such information may be different from the information included in the financial statements, and the basis of its preparation and
       reconciliation to the amounts recognised in the financial statements shall be disclosed.

       The Group will apply FRS 108 from 1 January 2009 and provide comparative information that conforms to the requirements of FRS 108.
       The Group does not expect the new operating segments to be significantly different from business segments currently disclosed.



                                                                                                                                   105
                                                                                                             WESTCOMB FINANCIAL GROUP
                                                                                                                   ANNUAL REPORT 2007
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007




30. New or revised accounting standards and interpretations (continued)

      (b) Revised FRS 23 Borrowing Costs
          (effective for annual periods beginning on or after 1 January 2009)

          The revised standard removes the option to recognise immediately as an expense borrowing costs that are attributable to qualifying
          assets, except for those borrowing costs on qualifying assets that are measured at fair value or inventories that are manufactured or
          produced in large quantities on a repetitive basis.

          The Group will apply the revised FRS 23 from 1 January 2009. The revised standard is not expected to have any impact to the Group.

31. Authorisation of financial statements

      These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of Westcomb Financial Group
      Limited on 8 April 2008.




106
SHAREHOLDERS STATISTICS AND DISTRIBUTION




Class of Shares :             Ordinary Shares
Voting Rights   :             One vote per Ordinary Share
No. of Holders :              877 holders

Distribution of Shareholdings as at 17 March 2008
                                                                 No. of                                      No. of
Size of Shareholdings                                      Shareholders                     %               Shares                    %

1 - 999                                                                3                 0.34                  947                  0.00
1,000 - 10,000                                                       484                55.19            3,075,000                  1.71
10,001 - 1,000,000                                                   377                42.99           22,203,000                 12.36
1,000,001 AND ABOVE                                                   13                 1.48          154,321,153                 85.93
                                                                     877               100.00          179,600,100                100.00

Twenty-one Largest Shareholders as at 17 March 2008
                                                                                                           No. of                % of
Shareholders’s Name                                                                                        Shares       Shareholdings
1    WESTCOMB SECURITIES PTE LTD                                                                        56,704,015                 31.57
2    CHOO CHEE KONG                                                                                     20,506,419                 11.42
3    RAFFLES NOMINEES PTE LTD                                                                           14,264,000                  7.94
4    UNITED OVERSEAS BANK NOMINEES PTE LTD                                                              12,897,000                  7.18
5    BANK OF EAST ASIA NOMINEES PTE LTD                                                                 12,000,000                  6.68
6    ASIASONS CAPITAL LIMITED                                                                           11,665,719                  6.50
7    LIM & TAN SECURITIES PTE LTD                                                                        8,893,000                  4.95
8    HSBC (SINGAPORE) NOMINEES PTE LTD                                                                   7,608,000                  4.24
9    HONG LEONG FINANCE NOMINEES PTE LTD                                                                 3,135,000                  1.75
10   NG TEE KHIANG                                                                                       1,827,000                  1.02
11   KIM HENG MARINE & OILFIELD PTE LTD                                                                  1,812,000                  1.01
12   UOB KAY HIAN PTE LTD                                                                                1,748,000                  0.97
13   DBS NOMINEES PTE LTD                                                                                1,261,000                  0.70
14   OCBC SECURITIES PRIVATE LTD                                                                           912,000                  0.51
15   KIM ENG SECURITIES PTE. LTD.                                                                          688,000                  0.38
16   CIMB-GK SECURITIES PTE LTD                                                                            685,000                  0.38
17   HUE KUAN YEW ATTLEE                                                                                   678,000                  0.38
18   CITIBANK NOMINEES SINGAPORE PTE LTD                                                                   656,000                  0.37
19   LIM POH FAH VICTOR                                                                                    536,000                  0.30
20   SEAH TENG TENG                                                                                        500,000                  0.28
21   SIM POI LIN (SHEN PEILING)                                                                            500,000                  0.28
     TOTAL                                                                                             159,476,153                 88.81

Based on Shareholders’ Statistics and Distribution as at 17 March 2008, approximately 36.9% of the issued ordinary shares of the Company are
held by the public and therefore, Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited, is complied with.
                                                                                                                                     107
                                                                                                               WESTCOMB FINANCIAL GROUP
                                                                                                                     ANNUAL REPORT 2007
SHAREHOLDERS STATISTICS AND DISTRIBUTION




Direct and Indirect Interest of Substantial Shareholders as at 17 March 2008

                                                                        Direct Interest                      Indirect Interest
Name of Substantial Shareholders                       No. of Shares                      %     No. of Shares                  %

ECM Libra Investments Limited (“ELIL”)                     43,765,138                24.37                   –                   –
Porterhouse Capital Limited                                24,000,000                13.36                   –                   –
Choo Chee Kong                                             20,506,419                11.42                   –                   –
Westcomb Profits Limited 1                                  13,451,877                 7.49                   –                   –
Aw Soon Beng 2                                                      –                    –          13,451,877                7.49
Tan Kah Koon 2                                                      –                    –          13,451,877                7.49
ECM Libra Investments Bank Limited (“ELIB”) 3                       –                    –          43,765,138               24.37
ECM Libra Holdings Limited (“ELHL”) 3                               –                    –          43,765,138               24.37
ECM Libra Financial Group Berhad
 (Formerly known as ECM Libra Avenue Berhad)
 (“ELFB”) 3                                                         –                     –         43,765,138               24.37
Asiasons Capital Limited
 (Formerly known as Integra2000 Ltd) 4                     11,665,719                 6.50         24,000,000                13.36
Dato’ Mohammed Azlan Bin Hashim 5                                   –                    –         35,665,719                19.86
Asiasons Investment Managers Inc. 6                                 –                    –         35,665,719                19.86
Jared Lim Chih Li 7                                                 –                    –         35,665,719                19.86


Note:
1. Interest held through Nominee Accounts
2. Deemed interest arising from their interest in Westcomb Profits Limited
3. Deemed interest by virtue of ELIB being the holding company of ELIL, ELHL being the holding company of ELIB and ELFB being the
   holding company of ELHL
4. Deemed interest in shares held by Porterhouse Capital Limited in the Company, pursuant to the Porterhouse Agreement dated 12
   October 2007
5. Deemed interest arising from his direct interest in Porterhouse Capital Limited and deemed interest in Asiasons Capital Limited
   (Formerly known as Integra2000 Ltd)
6. Deemed interest arising from its direct interest in Asiasons Capital Limited (Formerly known as Integra2000 Ltd)
7. Deemed interest arising from his deemed interest in Asiasons Capital Limited (Formerly known as Integra2000 Ltd) through his direct
   interest in Asiasons Investment Managers Inc




108
NOTICE OF ANNUAL GENERAL MEETING




NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 5 Shenton Way, #09-07 UIC Building, Singapore
068808 on 30 April 2008 at 2.00 p.m., to transact the following businesses:

AS ORDINARY BUSINESSES:

1.   To receive and adopt the Directors’ Report and Audited Financial Statements of the Company for the financial year ended 31 December
     2007 together with the Independent Auditor’s Report thereon.                                                          Resolution 1

2.   To approve the payment of Directors’ fees of S$156,000 for the financial year ended 31 December 2007.                       Resolution 2


3.   To approve the payment of Directors’ fees of S$156,000 for the financial year ending 31 December 2008, to be paid quarterly in
     arrears.                                                                                                      Resolution 3

4.   To re-elect the following Directors, retiring by rotation pursuant to Article 89 of the Company’s Articles of Association :-

     (a)   Mr. Aw Soon Beng                                                                                                     Resolution 4

     (b)   Mr. Tan Soo Kiat                                                                                                     Resolution 5
           Mr. Tan Soo Kiat will, upon re-election as a Director of the Company, remain as the Chairmen of the Nominating and Remuneration
           Committees and member of the Audit Committee, of the Company.

5.   To re-elect Mr. Lee Joo Hai, the Director retiring pursuant to Article 88 of the Company’s Articles of Association.        Resolution 6

     Mr. Lee Joo Hai will, upon re-election as a Director of the Company, remain as the Chairman of the Audit Committee and members of
     the Nominating and Remuneration Committees, of the Company.

6.   To re-appoint Messrs PricewaterhouseCoopers as the Auditors of the Company and to authorise the Directors to fix their
     remuneration.                                                                                          Resolution 7

AS SPECIAL BUSINESSES:

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

7.   Authority to allot and issue shares up to 50 per centum (50%) of the issued share capital excluding treasury shares
     of the Company                                                                                         Resolution 8

     “That pursuant to Section 161 of the Companies Act, Chapter 50 (the “Act”) and the provisions of Rule 806 of the Listing Manual of the
     Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors be empowered to allot and issue shares and convertible
     securities in the capital of the Company at any time and upon such terms and conditions and for such purposes as the Directors may,
     in their absolute discretion, deem fit provided that:-
                                                                                                                                        109
                                                                                                                  WESTCOMB FINANCIAL GROUP
                                                                                                                        ANNUAL REPORT 2007
NOTICE OF ANNUAL GENERAL MEETING




      (a)   the aggregate number of shares (including shares to be issued in accordance with the terms of convertible securities issued,
            made or granted pursuant to this Resolution) to be allotted and issued pursuant to this Resolution shall not exceed fifty per
            centum (50%) of the total number of issued shares excluding treasury shares, of the Company at the time of the passing of this
            Resolution; and

      (b)   the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing shareholders
            of the Company shall not exceed twenty per centum (20%) of the total number of issued shares excluding treasury shares, of the
            Company at the time of the passing of this Resolution.

      Such authority shall, continue in force (i) until the conclusion of the Company’s next Annual General Meeting or the date by which the
      next Annual General Meeting of the Company is required by law or the Articles of Association of the Company to be held, or (ii) when
      varied or revoked by ordinary resolution in general meeting, whichever is earlier, or (iii) in the case of shares to be issued in accordance
      with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such shares in
      accordance with the terms of such convertible securities.”

      (See Explanatory Note 1)

8.    Authority to offer and grant awards and to issue shares under the Westcomb Financial Group Limited Share Plan 2003
                                                                                                               Resolution 9

      “THAT authority be and is hereby given to the Directors of the Company to offer and grant awards from time to time in accordance with
      the rules of the Westcomb Financial Group Limited Share Plan 2003 (the “Share Plan”), and pursuant to Section 161 of the Act and the
      provisions of Rule 806 of the Listing Manual of the SGX-ST, to allot and issue from time to time such number of new shares in the capital
      of the Company as may be required to be issued pursuant to the vesting of awards under the Share Plan, provided that the aggregate
      number of shares to be issued pursuant to the Share Plan shall not exceed fifteen per centum (15%) of the total number of issued shares
      excluding treasury shares, of the Company, from time to time, as determined in accordance with the rules of the Share Plan.”

      (See Explanatory Note 2)

9.    To transact any other ordinary business which may properly be transacted at an Annual General Meeting.


BY ORDER OF THE BOARD


Tan Ping Ping
Company Secretary

15 April 2008



110
NOTICE OF ANNUAL GENERAL MEETING




Explanatory Notes:-

1.   Special Business – Item 7 of the Agenda
     The Resolution No. 8 proposed in item no. 7 above, if passed, will empower the Directors from the date of the above Meeting until the date
     of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held, or when varied
     or revoked by the Company in general meeting, whichever is earlier, to allot and issue shares and convertible securities in the Company.
     The number of shares and convertible securities that the Directors may allot and issue under this Resolution would not exceed fifty per
     centum (50%) of the total number of issued shares excluding treasury shares, of the Company at the time of the passing of this Resolution.
     For issue of shares and convertible securities other than on a pro rata basis to existing shareholders, the aggregate number of shares
     and convertible securities to be issued shall not exceed twenty per centum (20%) of the total number of issued shares excluding treasury
     shares, of the Company.

2.   Special Business - Item 8 of the Agenda
     The Resolution No. 9 proposed in item no. 8 above, if passed, will empower the Directors of the Company to offer and grant awards
     under the Westcomb Financial Group Limited Share Plan 2003 and to allot and issue shares pursuant to the vesting of awards under
     the Westcomb Financial Group Limited Share Plan 2003, not exceeding fifteen per centum (15%) of the total number of issued shares
     excluding treasury shares, of the Company, from time to time.

     For the purpose of determining the number of shares to be issued under Resolutions No. 8 and 9, the total number of issued shares
     excluding treasury shares, is based on the Company’s total number of issued shares excluding treasury shares, at the time the Resolution
     No. 8 is passed after adjusting for (a) new shares arising from the conversion of convertible securities; (b) new shares arising from
     exercising share options outstanding or subsisting at the time of the passing of the Resolution No. 8; and (c) any subsequent bonus issue,
     consolidation or subdivision of shares.

3.   Appointment of Proxy
     (a)   A member of the Company entitled to attend and vote at the general meeting of the Company is entitled to appoint not more than
           two proxies, to attend and vote on his / her behalf. A proxy need not be a member of the Company.
     (b)   Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shares
           (expressed as a percentage of the whole) to be represented by each proxy.
     (c)   A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of
           the Companies Act, Cap. 50 of Singapore to attend and vote for and on behalf of such corporation.
     (d)   The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing.
           Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or
           signed on its behalf by an officer or attorney duly authorised in writing.
     (e)   Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or a
           duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing
           which the instrument may be treated as invalid.
     (f)   The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 5 Shenton Way, #09-11 UIC
           Building, Singapore 068808, not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.
                                                                                                                                        111
                                                                                                                  WESTCOMB FINANCIAL GROUP
                                                                                                                        ANNUAL REPORT 2007
      This page is intentionally left blank.

112
WESTCOMB FINANCIAL GROUP LIMITED                                                                 IMPORTANT
                                                                                                 1. For investors who have used their CPF monies to buy
(Company No. 200104762G)                                                                            Westcomb Financial Group Limited shares, the Annual Report
(Incorporated in the Republic of Singapore)                                                         is forwarded to them at the request of their CPF Approved
                                                                                                    Nominees and is sent FOR INFORMATION ONLY
                                                                                                 2. This Proxy Form is not valid for use by CPF investors and shall

PROXY FORM                                                                                          be ineffective for all intents and purposes if used or purported
                                                                                                    to be used by them.



*I/We_______________________________________________________________________________________________________________________
of __________________________________________________________________________________________________________________________
being *a member/members of Westcomb Financial Group Limited (the “Company”), hereby appoint

                                                                                                    NRIC/                       PROPORTION OF
             NAME                                       ADDRESS                                                              SHAREHOLDINGS TO BE
                                                                                                PASSPORT NO.               REPRESENTED BY PROXY (%)



 *and/or
                                                                                                    NRIC/                       PROPORTION OF
             NAME                                       ADDRESS                                                              SHAREHOLDINGS TO BE
                                                                                                PASSPORT NO.               REPRESENTED BY PROXY (%)




as *my/our *proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the
Company to be held at 5 Shenton Way, #09-07 UIC Building, Singapore 068808 on 30 April 2008 at 2.00 p.m., and at any adjournment
thereof.

*I/We have indicated with an “X” against the Ordinary Resolutions set out in the Notice of Annual General Meeting and summarised below
how *I/we wish *my/our *proxy/proxies to vote. If no specified direction as to voting is given, the *proxy/proxies may vote or abstain from
voting at *his/her/their discretion.

 NO.       ORDINARY RESOLUTIONS                                                                                                 FOR               AGAINST
           To receive and adopt the Directors’ Report and Audited Financial Statements of the Company for the
   1
           financial year ended 31 December 2007, together with the Independent Auditor’s Report thereon.
   2       To approve the payment of Directors’ fees of S$156,000 for the financial year ended 31 December 2007.
           To approve the payment of Directors’ fees of S$156,000 for the financial year ending 31 December
   3
           2008, to be paid quarterly in arrears.
           To re-elect Mr. Aw Soon Beng, the Director of the Company retiring by rotation pursuant to Article
   4
           89 of the Company’s Articles of Association.
           To re-elect Mr. Tan Soo Kiat, the Director of the Company retiring by rotation pursuant to Article 89
   5
           of the Company’s Articles of Association.
           To re-elect Mr. Lee Joo Hai, the Director of the Company retiring pursuant to Article 88 of the
   6
           Company’s Articles of Association.
           To re-appoint Messrs. PricewaterhouseCoopers as the Auditors of the Company and to authorise
   7
           the Directors to fix their remuneration.
           Authority to allot and issue shares up to 50 per centum (50%) of the issued share capital excluding
   8
           treasury shares of the Company.
           Authority to offer and grant awards and to issue shares under the Westcomb Financial Group
   9
           Limited Share Plan 2003

                                                                                                                           Total Number of Shares Held
                                                   Dated this           day of                       2008                 CDP Register
Signature(s) / Common Seal of Member                                                                                      Register of Members
* Delete accordingly                                                                                                      Total
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, Chapter
   50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members of the Company, you should insert that number of shares.
   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 of shares
   entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall
   be deemed to relate to all the shares held by you.
2.   A member of the Company entitled to attend and vote at the general meeting of the Company is entitled to appoint not more than two proxies, to attend and vote on his / her behalf. A proxy
     need not be a member of the Company.
3.   Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shares (expressed as a percentage of the whole) to be represented by
     each proxy.
4.   A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act, Cap. 50 of Singapore to attend and
     vote for and on behalf of such corporation.
5.   The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is
     executed by a corporation, it must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised in writing.
6.   Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration
     with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7.   The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 5 Shenton Way, #09-11 UIC Building, Singapore 068808, not less than forty-eight
     (48) hours before the time appointed for holding the Annual General Meeting.

General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not
ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members whose shares are deposited with The Central
Depository (Pte) Limited, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name
in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting as certified by The Central Depository (Pte) Limited to the Company.




                                                                                                                                                                                   AFFIX
                                                                                                                                                                                  STAMP



                                             The Company Secretary
                                             WESTCOMB FINANCIAL GROUP LIMITED
                                             5 Shenton Way
                                             #09-11 UIC Building
                                             Singapore 068808
CORPORATE
INFORMATION




BOARD OF DIRECTORS                    COMPANY SECRETARY                       SHARE REGISTRAR
Dato’ Mohammed Azlan Bin Hashim       Tan Ping Ping                           Tricor Barbinder Share Registration Services
(Non-Executive Chairman)                                                      (A division of Tricor Singapore Pte. Ltd.)
Lee Joo Hai (Independent Director)    REGISTERED OFFICE                       8 Cross Street #11-00
Tan Soo Kiat (Independent Director)   5 Shenton Way #09-11                    PWC Building
                                      UIC Building                            Singapore 048424
Jeyaratnam A/L Tamotharam Pillai
(Non-Executive Director)              Singapore 068808
                                      T : (65) 6319 4999                      PRINCIPAL BANKERS
Aw Soon Beng (Executive Director)
                                      F : (65) 6227 3936
                                                                              The Bank of East Asia, Limited
                                      W: www.westcombfinancial.com
NOMINATING COMMITTEE                                                          137 Market Street
                                                                              Bank of East Asia Building
Tan Soo Kiat (Chairman)
                                      AUDITORS                                Singapore 048943
Dato’ Mohammed Azlan Bin Hashim
                                      PricewaterhouseCoopers
Lee Joo Hai                           8 Cross Street #17-00                   United Overseas Bank Limited
                                      PWC Building                            80 Raffles Place
AUDIT COMMITTEE                       Singapore 048424                        UOB Plaza
                                      Audit partner-in-charge: Kwok Wui San   Singapore 048624
Lee Joo Hai (Chairman)
                                      (Appointed since financial year 2007,
Dato’ Mohammed Azlan Bin Hashim        14 August)
Tan Soo Kiat                                                                  Raiffeisen Zentralbank Österreich AG
                                                                              (RZB - Austria)
                                                                              Singapore Branch
REMUNERATION COMMITTEE                                                        Asia Pacific
Tan Soo Kiat (Chairman)                                                       One Raffles Quay
Dato’ Mohammed Azlan Bin Hashim                                               #38-01 North Tower
                                                                              Singapore 048583
Lee Joo Hai
Our Websites:                                                                Reg. No.: 200104762G

www.westcombfinancial.com
www.eStockResearch.com
www.discoverIPOgems.com




Westcomb Financial Group of companies:



WESTCOMB CAPITAL PTE LTD                 RAINTREE STRATEGIC                  WESTCOMB NORTH CHINA
5 Shenton Way #09-07 UIC Building        CONSULTANCY LIMITED                 CONSULTANCY CO. LTD
Singapore 068808                         5 Shenton Way #09-07 UIC Building   Room 2473 No. 386 Qingnian Street,
T: (65) 6319 4999                        Singapore 068808                    Huayang International Building,
F: (65) 6226 5206 / 6227 3936            T: (65) 6319 4999                   Shenyang P.R. China, PC 110004
                                         F: (65) 6226 5206                   T: 86 24 2318 8050 / 8051
                                                                             F: 86 24 2318 8050

WESTCOMB SECURITIES PTE LTD              QUATTRO MEDIA PTE LTD               WESTCOMB SHANGHAI
5 Shenton Way #09-08 UIC Building        5 Shenton Way #11-08 UIC Building   INVESTMENT ADVISORY CO. LTD
Singapore 068808                         Singapore 068808                    Pudong South Road, 855
T: (65) 6319 4988                        T: (65) 6319 4999                   World Plaza Unit 29-I
F: (65) 6220 6632                        F: (65) 6226 5206                   Shanghai 200120
                                                                             T: 86 21 6888 6280
                                                                             F: 86 21 6888 6270

RAINTREE VENTURES PTE LTD                WESTCOMB CAPITAL SDN BHD            WESTCOMB FINANCIAL
5 Shenton Way #09-07 UIC Building        (Licensed Investment Adviser)       GROUP (HK) LIMITED
Singapore 068808                         Unit 513, Block E                   Room 3506, 35/F
T: (65) 6319 4999                        Phileo Damansara 1                  Bank of America Tower
F: (65) 6226 5206                        No. 9 Jalan 16/11                   12 Harcourt Road
                                         46350 Petaling Jaya                 Central, Hong Kong
                                         Selangor Darul Ehsan, Malaysia      T: 852 3102 1602
                                         T: (02 03) 7956 6188                F: 852 3102 1932
                                         F: (02 03) 7958 6122

								
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