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					Westcomb Financial Group
Annual Report 2008




meeting the challenge
Contents



Meeting the Challenge                    01
Chairman’s Message                       02
Board of Directors                       04
Westcomb Capital Pte Ltd                 08
Westcomb Securities Pte Ltd              09
Raintree Ventures Pte Ltd &
Raintree Strategic Consultancy Limited   10
Financial Highlights                     11
Corporate Governance                     12
Financial Review                         24
Annual Report 2008     Westcomb Financial Group   Meeting the Challenge   .0




After a difficult year in 2008, we remain confident
and determined in positioning ourselves for the
eventual recovery in the financial markets. Strong
liquidity and prudent financial management will give
us the resilience to overcome uncertainties. Industry
skills, experience and professionalism of our people
will enable us to be innovative and competitive to
meet the challenging times ahead.




                                                  meeting the challenge
0.                  Meeting the Challenge   Westcomb Financial Group   Annual Report 2008




      Dato’ Mohammed Azlan Bin Hashim
      Chairman
Annual Report 2008                                    Westcomb Financial Group    Meeting the Challenge                                    .0




                                            chairman’s message
                     With our strong cash position and near zero gearing, the
                     Group is well positioned for the eventual market recovery.



                     Market overview                                           Looking Forward
                     2008 saw the lowest number of IPO listings on the         All prevailing economic indicators point to a challenging
                     Singapore Exchange since 2003. There were just 30         2009. Continued volatility of the market is likely to
                     IPOs compared to 61 in 2007. Total funds raised of        weigh down on sentiment in capital raising and trading
                     $1.7 billion was a fall of 77% from the $7.4 billion      activities in the months ahead. However, with concerted
                     raised in 2007. The FT ST Index started the year 2008     effort by governments worldwide to boost their
                     at 3,465 and closed at 1,597 on 20 March 2009.            economies, a gradual recovery in the financial markets
                     Securities trading volume on the SGX has plunged          is possible from the last quarter of 2009 onwards.
                     50% in the last 6 months of 2008. Singapore has
                     announced that this recession is expected to be the       Westcomb has always been run with financial
                     most protracted in the country’s history.                 prudence. With our strong cash position and near
                                                                               zero gearing, the Group is well positioned for the
                     Performance                                               eventual market recovery.
                     Westcomb Financial Group Limited (“Westcomb” or
                     “the Group”) is directly impacted by the financial        Appreciation
                     tsunami in the form of reduced IPO and M&A revenue        On behalf of the Board and management, I would
                     and decreased commissions from lower shares trading       like to thank all staff for their dedication and teamwork
                     volumes. Falls in stock valuations also gave rise to      in 2008. I would also like to thank our shareholders
                     impairment of financial assets held as investments.       and business partners for their invaluable support
                                                                               and confidence in Westcomb. Last but not least, I
                     Westcomb’s revenue fell 53% from $20.0 million in         wish to thank the regulatory authorities for their
                     FY 2007 to $9.3 million in FY 2008. The Group             continued guidance and support, and look forward
                     registered after tax loss of $3.79 million for FY 2008,   to seeing through what is expected to be a challenging
                     its first loss since 2001. However, 97% of this loss      year ahead.
                     arose from non-cash transactions attributable to fair
                     value and impairment adjustments of the Group’s
                     financial assets and the impairment charge on goodwill    Dato’ Mohammed Azlan Bin Hashim
                     of a subsidiary.                                          Chairman
0.                           Meeting the Challenge   Westcomb Financial Group   Annual Report 2008




                         board of directors




      1. Dato’ Mohammed Azlan Bin Hashim                 2. Aw soon Beng
Annual Report 2008   Westcomb Financial Group   Meeting the Challenge                                         .0




                     board of directors




 3. Lee Joo Hai      4. tan soo Kiat                                    5. Jeyaratnam A/L tamotharam Pillai
0.                                  Meeting the Challenge    Westcomb Financial Group                                  Annual Report 2008




                                     board of directors



      1. Dato’ Mohammed Azlan Bin Hashim                          2. Aw soon Beng
         Chairman                                                    Chief Executive Officer

      Dato’ Mohammed Azlan Bin Hashim is a Malaysian              Mr Aw Soon Beng is our CEO and Executive Director.
      who has extensive experience in the corporate sectors       As CEO, Mr Aw is responsible for overseeing the
      including financial services and investments. Amongst       overall management of our Group. Prior to joining
      others, he has served as Executive Chairman of Bursa        Westcomb, Mr Aw has 14 years of banking experience
      Malaysia Berhad Group, Chief Executive of Bumiputra         garnered in DBS Bank in the areas of corporate finance,
      Merchant Bank Berhad and Group Managing Director            corporate and syndication lending, consumer finance
      of Amanah Capital Malaysia Berhad.                          and international banking. Having worked in management
                                                                  positions in Taiwan and the PRC, Mr Aw has extensive
      He is currently a board member of various companies         overseas experience and is intimately familiar with
      including, Labuan Offshore Financial Services Authority,    the business and financial environment of the Greater
      Employees Provident Fund, Khazanah Nasional                 China Region. He has been directly involved in the
      Berhad, Scomi Group Bhd., D&O Ventures Berhad,              successful public listings of a number of local and
      SILK Holdings Berhad and University Darul Iman              foreign companies on the SGX-ST. Mr Aw holds a
      Malaysia.                                                   Bachelor of Arts degree from the National University
      Dato’ Azlan holds a Bachelor of Economics (Monash)          of Singapore.
      and qualified as a Chartered Accountant (Australia).
      He is a member 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.
Annual Report 2008                                     Westcomb Financial Group     Meeting the Challenge                                   .0




                                                    board of directors



                     3. Lee Joo Hai                                              4. tan soo Kiat
                        Independent Director                                        Independent Director

                     Mr Lee Joo Hai was appointed as an Independent              Mr Tan Soo Kiat is the Chairmen of our Nominating
                     Director and Chairman of our Audit Committee on             and Remuneration Committees and currently a director
                     31 March 2008. He is a partner in BDO Raffles, a            of Intergate Pte Ltd, a company engaged in the provision
                     public accounting firm and has over 25 years of             of corporate advisory services. With extensive
                     experience in accounting and auditing. He has serviced      experience in the banking and finance industry, he
                     large multinational and publicly listed companies as        previously held senior financial appointments in
                     well as smaller entities. Activities of clients include     several public-listed companies. Currently, he is also
                     those of property developers, hoteliers, insurers,          a Board member of a number of public companies
                     building contractors, manufacturers, insurance brokers,     listed on the Singapore Exchange. A Chartered
                     freight forwarders and those in other service industries.   Accountant, he graduated from University of Otago,
                     Mr Lee also sits on the boards of a few other listed        New Zealand.
                     companies in Singapore and is also a member of the
                     Institute of Directors of both Singapore and Hong           5. Jeyaratnam A/L tamotharam Pillai
                     Kong. Mr Lee is a Certified Public Accountant of               Non-Executive Director
                     Singapore and also holds memberships in the Institute
                     of Chartered Accountants in England and Wales,              Jeyaratnam A/L Tamotharam Pillai is a seasoned
                     Association of Chartered Certified Accountants, CPA         merchant banking veteran with 20 years experience.
                     Australia and the Malaysian Institute of Accountants.       He has been actively involved in various high profile
                                                                                 assignments that include public flotation, merger and
                                                                                 acquisitions, capital raising, corporate restructuring,
                                                                                 privatization and cross-border transactions. Prior to
                                                                                 his appointment as Chief Executive Officer of ECM
                                                                                 Libra Investment Bank Berhad, a public listed company
                                                                                 on the Main Board 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 for formulating the Malaysian Capital
                                                                                 Market Masterplan. He is a member of the Institute
                                                                                 of Chartered Accountants in England and Wales.
0.                          Meeting the Challenge   Westcomb Financial Group                       Annual Report 2008




              westcomb capital pte ltd
      Westcomb Capital Pte Ltd has built a solid track record in
      bringing more than 75 companies to list on the SGX-ST
      over the last eight years.


              2008 was a challenging year for the industry and Westcomb Capital Pte Ltd.
              Westcomb Capital Pte Ltd started the year with the listing of Singapore-based
              Old Chang Kee Limited, a familiar household name for curry puffs and local
              delicacies. This was followed by the listing of Hong Kong-based Joyas International
              Holdings Limited and China-based China Fibretech Ltd. The successful launches
              of these 3 IPOs demonstrated Westcomb Capital Pte Ltd’s capability in executing
              deals under difficult market conditions.

              Westcomb Capital Pte Ltd also established a considerable market presence in
              the secondary issues and M&A markets. During the year, Westcomb Capital Pte
              Ltd completed a secondary placement for FDS Networks Ltd and advised Soup
              Restaurant Group Limited on a rights issue. Westcomb Capital Pte Ltd’s track
              record in M&A market is further enhanced by acting as Independent Financial
              Adviser to Delong Holdings Limited, 8Telecom International Holdings Co. Ltd,
              TR Networks Limited and Food Junction Holdings Limited.

              Westcomb Capital Pte Ltd has built a solid track record in bringing more than 75
              companies to list on the SGX-ST over the last eight years. With an experienced
              management team actively involved in the capital markets, Westcomb Capital
              Pte Ltd continues to offer value-added corporate advisory and restructuring
              services to companies listed or pending listing on the SGX-ST.
Annual Report 2008                       Westcomb Financial Group     Meeting the Challenge                    .0




                     westcomb securities pte ltd
                The experience of our management and operations team
                with regards to risk management comes into play in these
                challenging market conditions.


                       2008 is the fifth year of operations for Westcomb Securities Pte Ltd. The year
                       was a difficult one for the stock markets globally and Singapore was similarly
                       hit, with the benchmark FT ST Index dropping 49% from 3,465 at the end of
                       2007 to 1,762 a year later. Securities trading volume on the Singapore bourse
                       plunged 50% in the second half of 2008.

                       The experience of our management and operations team with regards to risk
                       management comes into play in these challenging market conditions. The
                       Company was able to recover all amounts due from its trading clients despite
                       the decline in the stock valuations. On the sales front, we have built up a strong
                       client base of both institutional and retail clients over the years and will
                       continue to leverage on our ability to provide more personalised services to
                       our clients.

                       As part of Westcomb Financial Group, Westcomb Securities played a key role
                       as placement agent and underwriter for the Group’s managed new share issues
                       (initial public offerings or IPOs). During the year, Westcomb Securities successfully
                       placed out shares relating to the Group’s three IPOs.

                       Our research team is an active participant in the SGX-MAS research incentive
                       scheme covering about 20 listed companies. Our analysts, with experience and
                       good industry contact, will continue to carry on investment research into mid-
                       and small-cap companies, profiling newly listed companies and those with
                       grow th potential. We also made changes to our research website
                       www.estockresearch.com during the year, allowing a wider audience to access
                       our daily market commentary as well as stock analysis reports.
0.                                   Meeting the Challenge   Westcomb Financial Group                                   Annual Report 2008



                raintree ventures pte ltd &
          raintree strategic consultancy limited
      Post-investment, we see ourselves as value-added partners,
      and we typically offer an active hand to prepare companies
      for capital market expectations.


       Raintree Ventures and Raintree Strategic Consultancy       overheads and are building pipelines in anticipation
       are subsidiaries within the Westcomb Group, which          of the eventual recovery. We are hopeful that emerging
       focus on private equity transactions particularly in       economies will provide support in 2009, through
       the pre-IPO space. We target companies with                government measures to stimulate consumption. We
       attractive prospects upstream of the IPO process           take some comfort that corporate credit spreads have
       by bringing expansion capital prior to a listing. To-      come down by almost 40% since the depth of the
       date we have participated in over 20 projects in this      crisis in October last year. And although conditions
       financing segment.                                         are still far from normal, there is good evidence to
                                                                  suggest that the flood of cash now making their rounds
       2008 has proven to be a challenging year for financial     have stopped the rout.
       markets and the private equity arena which we operate
       in has shared the pain. In this period, the industry       Following from 2008 and going forward into 2009,
       has had to contend with a number of significant issues     we expect to spend considerable amount of time at
       including the credit crunch problem. Fortunately, for      our investee companies to provide hands-on support
       the funds under our management, we did not employ          and advice. Many of these companies still aspire to
       the use of debt in our transactions. Nevertheless, our     an IPO but understand that they may have to delay
       assets have not been immune to devaluations across         such listings by a few quarters. Figuratively, with
       the general markets.                                       greater attention afforded to pruning these companies,
                                                                  when exit windows open again, we are optimistic
       No asset class has been spared in this ensuing financial   that these companies will be well positioned to be
       crisis. As could be expected, tough public markets         the first buds of spring.
       also meant scarce exit opportunities for investments
       through IPOs. In 2008, there were just 30 IPOs,            In addition to active portfolio management, we are
       compared to 61 in 2007. From our portfolio, one of         also exploring plans with key partners to increase the
       our investee companies managed to squeeze a listing        funds under management in order to better take
       in the early part of the year.                             advantage of attractive propositions in the market. To
                                                                  feed into our existing business and prepare for future
       Against this sobering backdrop, we have taken the          activities, we continue to screen the horizon for
       opportunity to review our operations as well as            attractive assets and engage with the greater investment
       strategize for future businesses. We have reduced          community to identify partnership opportunities.
Annual Report 2008                          Westcomb Financial Group   Meeting the Challenge                      .




                                        financial highlights



                                                                                  YEAR ENDED 31 DECEMBER
                                                                        2008                    2007   DECREASE
                                                                        S$’M                    S$’M         %
                REVENUE                                                   9.3                   20.0         53
                TOTAL (LOSS) / PROFIT                                    (3.8)                   6.2        161
                TOTAL EqUITY (EXCLUDING MINORITY INTERESTS)              36.3                   40.0          9
                CASH AND CASH EqUIVALENTS                                32.5                   32.5          -
                BANK BORROWINGS                                           NIL                    NIL          -



                                                                                  YEAR ENDED 31 DECEMBER
                                                                        2008                    2007   DECREASE
                                                                           %                      %          %
                RETURN ON EqUITY (ROE)                                 (10.0)                   16.9        159
                RETURN ON ASSETS (ROA)                                   (6.9)                   9.8        171



                                                                                  YEAR ENDED 31 DECEMBER
                                                                        2008                    2007   DECREASE
                                                                       CENTS                   CENTS         %
                (LOSS) / EARNINGS PER SHARE (EPS)                       (2.12)                  3.46        161
.                                           Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                                    corporate governance
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 adopted by the Company with respect to each of the principles and guidelines and the extent of
its compliance with the Code during the financial year 2008 (“FY2008”).


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 backgrounds 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 6 to 7 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 and 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.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                           .13




                                    corporate governance
The number of Board and Board Committee meetings held during FY2008 and the attendance of each Director where relevant is as follows :-


 Type of meeTings                               Board                       aC                      nC                       rC
 No. of meetings held in FY2008                    4                         3                       1                        1
 aTTendanCe
 Dato’ Mohammed Azlan Bin Hashim                  4/4                       3/3                     1/1                      1/1
 Aw Soon Beng
                                                  4/4                      N/A                      N/A                     N/A
 (Alternate : Loo Chin Keong)
 Jeyaratnam A/L Tamotharam Pillai
                                                  4/4                      N/A                      N/A                     N/A
 (Alternate : Martin Chu Leong Meng)
 Tan Soo Kiat                                     4/4                       3/3                     1/1                      1/1
 Lee Joo Hai1
                                                  3/3                       2/2                     N/A                     N/A
 Teo Kiang Kok 2                                  1/1                       1/1                     1/1                      1/1
 Choo Chee Kong      3
                                                  0/1                      N/A                      N/A                     N/A

1   Mr. Lee Joo Hai was appointed to the Board and as the Chairman of the Audit Committee and member of the Nominating and
    Remuneration Committees, on 31 March 2008
2   Mr. Teo Kiang Kok resigned from the Board and as the Chairman of the Audit and Nominating Committees and member of the
    Remuneration Committee, on 31 March 2008
3   Mr. Choo Chee Kong resigned from the Board on 3 April 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;
• Annual management plans and budgets; 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.
14.                                          Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                                  corporate governance
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 consists 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, 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 and sets Board meeting agendas in consultation with the CEO. 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.
Annual Report 2008                               Westcomb Financial Group   Meeting the Challenge                                          .15




                                      corporate governance
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, Dato’ Mohammed Azlan Bin Hashim and and Mr.
Jeyaratnam A/L Tamotharam Pillai, are disclosed in the Directors’ Profile on pages 6 to 7 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.
16.                                          Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                                  corporate governance
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 assessment will also include any other performance criteria which the Board may
propose, such as 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 is 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 Directors 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 advice.
Annual Report 2008                               Westcomb Financial Group   Meeting the Challenge                                     .17




                                      corporate governance
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’ Mohammed 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.
18.                                             Meeting the Challenge   Westcomb Financial Group                           Annual Report 2008




                                    corporate governance
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 FY2008, 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 FY2008 falls within the following bands are as
follows :-

                                        exeCUTive direCTors                non-exeCUTive direCTors                Key exeCUTives
 remUneraTion LeveL
                                          2007                2008              2007               2008         2007             2008
 Less than $250,000                         –                   1                 4                 5             1                5
 $250,000 - $500,000                        –                   1                 –                 –             3                –
 $500,000 and above                        2                    –                 –                 –             1                –
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                         .19




                                     corporate governance
The breakdown (in percentage terms) of each Directors’ remuneration for FY2008 are as follows :-

                                                saLary                     BonUs              direCTors’ fees         BenefiTs in Kind
 Dato’ Mohammed Azlan Bin Hashim                    –                        –                     100.0%                      –
 Aw Soon Beng                                   100.0%                       –                        –                        –
 Jeyaratnam A/L Tamotharam Pillai                   –                        –                     100.0%                      –
 Tan Soo Kiat                                       –                        –                     100.0%                      –
 Lee Joo Hai1                                       –                        –                     100.0%                      –
 Teo Kiang Kok   2
                                                    –                        –                     100.0%                      –
 Choo Chee Kong3                                    –                        –                        –                        –

1   Mr. Lee Joo Hai was appointed to the Board and as the Chairman of the Audit Committee and member of the Nominating and
    Remuneration Committees, on 31 March 2008
2   Mr. Teo Kiang Kok resigned from the Board and as the Chairman of the Audit and Nominating Committees and member of the
    Remuneration Committee, on 31 March 2008
3   Mr. Choo Chee Kong resigned from the Board on 3 April 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 FY2008 exceeds S$150,000.

Information on the Company’s Share Plan is set out in the Directors’ Report on pages 26 to 29.


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.
20.                                           Meeting the Challenge   Westcomb Financial Group                             Annual Report 2008




                                  corporate governance
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’ Mohammed 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’ Mohammed 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;

(h) to review the scope and results of the internal audit procedures;
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                        .21




                                    corporate governance
(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 FY2008, the AC met three (3) times to discuss the following matters :-

(a) reviewed the internal auditors’ 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 auditors’ report for the financial year ended 31 December 2007;

(d) reviewed the nature and extent of non-audit services provided by PricewaterhouseCoopers (“PwC”) during the year ended 31
    December 2007 and reviewed the external auditors’ independence;

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

(f) reviewed the interested persons transactions;

(g) reviewed the Corporate Governance Statement for disclosure in the Company’s 2007 Annual Report;

(h) reviewed and approved the external auditors’ plan for the year ending 31 December 2008.

During FY2008, 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 financial
year ended 31 December 2008 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 allow 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 to
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.
22.                                           Meeting the Challenge   Westcomb Financial Group                             Annual Report 2008




                                    corporate governance
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 FY2008 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 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.


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 practise 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;
• Company’s website at www.westcombfinancial.com, at which shareholders may have access to information on the Group.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                       .23




                                   corporate governance
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 financial year ended 31 December 2008 or
entered into by the Group during the financial year ended 31 December 2008, involving the interests of any Director, the CEO or the
controlling shareholders.

inTeresTed person TransaCTions

During the financial year ended 31 December 2008, there were no interested person transactions entered into by the Group, as defined
under the Listing Manual.


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 when in possession of price sensitive information or for the period of one (1) month before the
announcement of the Company’s half-year and full year financial 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. All employees of the Group have to obtain written approval before dealing in securities in their own accounts
or in accounts which they have control or influence over.
24.       Meeting the Challenge   Westcomb Financial Group   Annual Report 2008




financial review
financial Contents
Annual Report 2008                            Westcomb Financial Group   Meeting the Challenge   .25



Directors’ Report                             26
Statement by Directors                        30
Independent Auditor’s Report                  31
Consolidated Income Statement                 33
Balance Sheets                                34
Consolidated Statement of Changes In Equity   36
Consolidated Cash Flow Statement              37
Notes to the Financial Statement              39
Shareholders’ Statistics and Distribution     90
Notice of Annual General Meeting              92
Proxy Form
26.                                          Meeting the Challenge       Westcomb Financial Group                         Annual Report 2008




                                              directors’ report
                                     for the financial year ended 31 december 2008

The directors present their report to the members together with the audited financial statements of the Group for the financial year
ended 31 December 2008 and the balance sheet of the Company as at 31 December 2008.


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

Dato’ Mohammed Azlan Bin Hashim
Aw Soon Beng
Lee Joo Hai                                 (Appointed on 31 March 2008)
Tan Soo Kiat
Jeyaratnam A/L Tamotharam Pillai
Loo Chin Keong                              (Alternate to Aw Soon Beng)
Martin Chu Leong Meng                       (Appointed on 2 June 2008, alternate to
                                            Jeyaratnam A/L Tamotharam Pillai)


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 en-
able 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 inter-
est 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                                                     At
                                             01.01.2008                                             01.01.2008
                                              (or date of                                            (or date of
                                             appointment      At                      At            appointment          At            At
                                                if later) 31.12.2008              21.01.2009           if later)    31.12.2008 21.01.2009
The Company
(No. of ordinary shares)

Dato’ Mohammed Azlan Bin Hashim                    –                 –                  –           35,665,719   43,711,719   43,711,719
Aw Soon Beng                                       –                 –                  –           36,686,013   13,451,877   13,451,877
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                        .27




                                              directors’ report
                                     for the financial year ended 31 december 2008

directors’ interests in shares or debentures (continued)
By virtue of his interest of not less than 20% of the shares of the Company, Dato’ Mohammed Azlan Bin Hashim is 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               At               At
                                                                                     01.01.2008      31.12.2008        21.01.2009

Westcomb Capital sdn Bhd
(No. of ordinary shares of RM1 each)                                                       350,000            350,000            350,000

i-eCm solutions sdn Bhd
(No. of ordinary shares of RM1 each)                                                         40,000                  –                   –

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


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.

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 non-executive directors, Tan Soo Kiat, Dato’ Mohammed Azlan
Bin Hashim and Lee Joo Hai (appointed on 31 March 2008).
28.                                           Meeting the Challenge   Westcomb Financial Group                      Annual Report 2008




                                               directors’ report
                                      for the financial year ended 31 december 2008

share options/share awards (continued)
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 total number of issued shares (exclud-
ing treasury 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:

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;

• 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 Decem-
  ber 2008 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 LLP, be nominated for
re-appointment at the forthcoming Annual General Meeting of the Company.
Annual Report 2008                          Westcomb Financial Group   Meeting the Challenge                   .29




                                           directors’ report
                                   for the financial year ended 31 december 2008

independent auditor
The independent auditor, PricewaterhouseCoopers LLP, 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 2009
30.                                         Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                                    statement by directors
                                    for the financial year ended 31 december 2008

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 33 to 89 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 2008 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 2009
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                        .31




                            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 33 to 89, which comprise the balance sheets of the Company and of the Group as at 31 December 2008,
and the consolidated income statement, the 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 as to 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.
32.                                         Meeting the Challenge   Westcomb Financial Group                           Annual Report 2008




                           independent auditor’s report
                                 to the members of westcomb financial 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 2008, 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 auditor, have been properly kept in accordance with the provisions of the Act.




PricewaterhouseCoopers LLP
Public Accountants and
Certified Public Accountants

Singapore, 8 April 2009
Annual Report 2008                                         Westcomb Financial Group   Meeting the Challenge                                   .33




                              consolidated income statement
                                              for the financial year ended 31 december 2008

                                                                                                                                  The Group
                                                                                                              Note            2008        2007
                                                                                                                                 $           $

Revenue                                                                                                         4        9,347,613    19,982,561

Other (losses)/gains – net                                                                                      4       (1,310,427)    2,353,345

Employee compensation                                                                                           5       (3,908,212)   (6,994,889)

Depreciation and amortisation                                                                                   6(a)      (178,878)     (307,781)

Other operating expenses                                                                                        6(b)    (7,533,921)   (7,459,807)

Interest expense                                                                                                7             (406)     (122,703)

Share of results of associated companies                                                                       15          (48,077)      (14,268)
(Loss)/profit before income tax                                                                                         (3,632,308)    7,436,458

Income tax expense                                                                                              8(a)      (155,023)   (1,240,057)
Total (loss)/profit                                                                                                     (3,787,331)    6,196,401
attributable to:
Equity holders of the Company                                                                                           (3,814,801)    6,221,939
Minority interests                                                                                                          27,470       (25,538)
                                                                                                                        (3,787,331)    6,196,401

(Loss)/earnings per share attributable to equity holders of the Company
- Basic and diluted                                                                                             9      (2.12) cents    3.46 cents




The accompanying notes form an integral part of these financial statements.
34.                                            Meeting the Challenge   Westcomb Financial Group                        Annual Report 2008




                                                  balance sheets
                                                         as at 31 december 2008

                                                                                          The Group                   The Company
                                                                   Note               2008          2007            2008       2007
                                                                                         $             $               $          $

asseTs
Current assets
Cash and cash equivalents                                              10       32,455,567        32,494,484    2,505,327    2,289,158
Trade receivables                                                      11        1,040,292         4,056,532            –            –
Outstanding contracts receivable                                       11        7,045,111        20,873,777            –            –
Other receivables                                                      12          956,537         1,634,881    1,504,531    3,165,260
Financial assets, at fair value through profit or loss                 13(a)     1,028,054         2,794,219            –            –
Financial assets, available-for-sale                                   13(b)     1,740,113         1,553,000            –            –
Other current assets                                                   14          545,787           451,308       19,003       43,397
                                                                                44,811,461        63,858,201    4,028,861    5,497,815

non-current assets
Investments in associated companies                                    15           46,764            94,841            –            –
Investments in subsidiaries                                            16                –                 –   16,727,708   16,727,708
Financial asset, available-for-sale                                    13(b)        24,988                 –       24,988            –
Property, plant and equipment                                          17          110,167           201,259        7,825       57,763
Intangible assets                                                      18                –         1,315,240            –            –
                                                                                   181,919         1,611,340   16,760,521   16,785,471

Total assets                                                                    44,993,380        65,469,541   20,789,382   22,283,286

LiaBiLiTies
Current liabilities
Trade and other payables                                               20        1,335,229         5,473,116     316,198     1,824,389
Outstanding contracts payable                                          20        6,308,658        18,520,312           –             –
Current income tax liabilities                                          8(b)       787,768         1,034,471      65,044       121,234
Borrowings                                                             21                –                15           –            15
                                                                                 8,431,655        25,027,914     381,242     1,945,638
non-current liability
Deferred income tax liabilities                                        19          162,717          388,758          850          1,000

Total liabilities                                                                8,594,372        25,416,672     382,092     1,946,638

neT asseTs                                                                      36,399,008        40,052,869   20,407,290   20,336,648
Annual Report 2008                                         Westcomb Financial Group   Meeting the Challenge                                .35




                                                            balance sheets
                                                                  as at 31 december 2008

                                                                                                      The Group                The Company
                                                                              Note             2008            2007         2008       2007
                                                                                                  $               $            $           $

eQUiTy
Capital and reserves attributable to
 the Company’s equity holders
Share capital                                                                  23       16,041,353       16,041,353    16,041,353   16,041,353
Other reserves                                                                 24        1,177,670        1,043,727             –            –
Retained earnings                                                              25       19,098,405       22,913,206     4,365,937    4,295,295
                                                                                        36,317,428       39,998,286    20,407,290   20,336,648
minority interest                                                                           81,580           54,583             –            –
Total equity                                                                            36,399,008       40,052,869    20,407,290   20,336,648

Clients’ trust accounts
Bank balances                                                                             1,885,700       3,312,361            –             –
Less: Amounts held in trust                                                              (1,885,700)     (3,312,361)           –             –
                                                                                                  –               –            –             –




The accompanying notes form an integral part of these financial statements.
36.                                                     Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




       consolidated statement of changes in equity
                                              for the financial year ended 31 december 2008

                                                                       Attributable to equity holders of the Company
                                                                        Share         Other        Retained                   Minority      Total
                                                                       capital       reserves        profits      Total       interest     equity
                                                                           $             $             $            $            $            $

2008
Beginning of financial year                                          16,041,353     1,043,727    22,913,206    39,998,286      54,583 40,052,869

Financial assets, available-for-sale
 - Fair value gains                                                             –    122,855               –      122,855           –      122,855

Exchange differences arising on translation
  of overseas operations not recognised
  in income statement                                                           –     11,088               –       11,088        (473)       10,615

Net income recognised directly in equity                                        –    133,943               –      133,943        (473)     133,470

Net profit/(loss)                                                               –           –    (3,814,801)   (3,814,801)     27,470    (3,787,331)

Total recognised gains/(losses)
 for the financial year                                                         –    133,943     (3,814,801)   (3,680,858)     26,997    (3,653,861)

end of financial year                                                 16,041,353    1,177,670     19,098,405   36,317,428      81,580    36,399,008

2007
Beginning of financial year                                          16,041,353      707,483     17,039,267    33,788,103     100,167 33,888,270

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

Net income recognised directly in equity                                        –     (11,756)             –      (11,756)    (20,046)      (31,802)

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

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

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




The accompanying notes form an integral part of these financial statements.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                .37




                     consolidated cash flow statement
                                     for the financial year ended 31 december 2008

                                                                                                                   The Group
                                                                                                  Note         2008        2007
                                                                                                                  $           $

Cash flows from operating activities
Total (loss)/ profit                                                                                      (3,787,331)   6,196,401
Adjustments for:
   Income tax expense                                                                                        155,023    1,240,057
   Depreciation and amortisation                                                                             178,878      307,781
   Interest income                                                                                          (333,917)    (524,977)
   Interest expense                                                                                              406      122,703
   Disposal of property, plant and equipment                                                                  15,064       17,673
   Impairment loss on goodwill                                                                             1,288,600            –
   Impairment loss on trade receivables                                                                      361,600       56,705
   Impairment loss on financial assets, available-for-sale                                                   319,305            –
   Share of results of associated companies                                                                   48,077       14,268
Operating cash flow before working capital changes                                                        (1,754,295)   7,430,611

Changes in operating assets and liabilities:
  Outstanding contracts receivable                                                                        13,828,666        41,268
  Trade and other receivables, and other current assets                                                    3,154,348    (1,607,205)
  Outstanding contracts payable                                                                          (12,211,654)     (176,893)
  Trade and other payables                                                                                (4,128,876)    2,229,446
  Deposits at call pledged                                                                                  (225,000)            –
  Financial assets, at fair value through profit or loss                                                   1,766,165    (1,444,224)
  Financial assets, available-for-sale                                                                      (379,901)   (1,553,000)
Cash generated from operations                                                                                49,453     4,920,003

Interest received                                                                                           418,075       524,977
Interest paid                                                                                                  (406)     (105,010)
Income tax paid                                                                                            (654,916)     (435,110)
net cash (used in)/ generated from operating activities                                                    (187,794)    4,904,860

Cash flows from investing activities
Payment for property, plant and equipment                                                                    (76,228)      (31,973)
Proceeds from disposal of property, plant and equipment                                                          120             –
Dividends received from an associated company                                                                      –        62,499
net cash (used in)/ generated from investing activities                                                      (76,108)       30,526
38.                                                     Meeting the Challenge   Westcomb Financial Group                  Annual Report 2008




                          consolidated cash flow statement
                                              for the financial year ended 31 december 2008

                                                                                                                           The Group
                                                                                                           Note        2008        2007
                                                                                                                          $           $

Cash flows from financing activities
Repayment of loan from a director and related party                                                                        –    (3,000,000)
Interest paid                                                                                                              –        (17,693)
net cash used in financing activities                                                                                      –    (3,017,693)

net (decrease)/increase in cash and cash equivalents                                                                (263,902)    1,917,693
Cash and cash equivalents at beginning of financial year                                                          17,494,469    15,576,776
Cash and cash equivalents at end of financial year                                                          10    17,230,567    17,494,469




The accompanying notes form an integral part of these financial statements.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                          .39




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

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, and investment in securities.


2.     significant accounting policies
       2.1    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. 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.

              There are no new or amended FRS and Interpretations to FRS effective in 2008 that are relevant to the Group.

       2.2    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, when it is probable
              that collectibility of the related receivables is reasonably assured, and when the specific criteria for each of the Group’s
              activities are met as follows:
40.                                        Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.2   Revenue recognition (continued)

            (a) Revenue earned from services rendered in respect of advisory and consultancy services, private equity fund management
                services, and other similar services, are recognised when the services are rendered in accordance with the terms of the
                contractual agreements, and where relevant, using the percentage of completion method based on the actual service
                provided as a proportion of the total services to be performed.

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

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

            Interest income, including income arising from other financial instruments, is recognised on a time-proportion basis using
            the effective interest method.

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

      2.3   Group accounting

            (a) 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 a 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 2.5 “Intangible assets” 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.

               In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between
               group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the
               assets transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with
               the policies adopted by the Group.
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                           .41




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
       2.3    Group accounting (continued)

              (a) Subsidiaries (continued)

                 Minority interests are that part of net results of operations and of net assets of a subsidiary attributable to the 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 minorities’ share of losses in a subsidiary exceeds its interests
                 in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minorities are attributed to
                 the equity holders of the Company, unless the minorities 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 2.7 “Investments in subsidiaries and associated companies” for the accounting policy on investments
                 in subsidiaries in the separate financial statements of the Company.

              (b) 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.

              (c) Associated companies

                 Associated companies are entities over which the Group has significant influence, but not control, and 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
                 less impairment losses.

                 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.

                 In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or
                 losses are 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.
42.                                         Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.3   Group accounting (continued)

            (c) Associated companies (continued)

            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.

            Dilution gains and losses arising from investments in associated companies are recognised in the income statements.

            Please refer to Note 2.7 “Investments in subsidiaries and associated companies” for the accounting policy on investments
            in associated companies in the separate financial statements of the Company.

      2.4   Property, plant and equipment

            (a) Measurement

               Property, 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 property, 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.

            (b) Depreciation

               Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their depreciable
               amounts over their estimated useful lives as follows:

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

               The residual values, estimated useful lives and depreciation method of property, 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.
Annual Report 2008                               Westcomb Financial Group   Meeting the Challenge                                          .43




                        notes to the financial statement
                                      for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
       2.4    Property, plant and equipment (continued)

              (c) Subsequent expenditure

                 Subsequent expenditure relating to property, 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 expenses are recognised
                 in the income statement when incurred.

              (d) Disposal

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

       2.5    Intangible assets

              Goodwill on acquisitions

              Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets,
              liabilities 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 the investments.

              Gains and losses on the disposal of subsidiaries and associated companies include the carrying amount of goodwill relating
              to the entity sold, except for goodwill arising from acquisitions prior to 1 January 2001. Such goodwill was adjusted against
              retained earnings in the year of acquisition and not recognised in the income statement on disposal.

       2.6    Borrowings and borrowing costs

              (a) 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.
44.                                       Meeting the Challenge   Westcomb Financial Group                         Annual Report 2008




                      notes to the financial statement
                                  for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.6   Borrowings and borrowing costs (continued)

            (b) Borrowing costs

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

      2.7   Investments in subsidiaries and associated companies

            Investments in subsidiaries and associated companies are carried 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.

      2.8   Impairment of non-financial assets

            (a) 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. The 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.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                        .45




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
       2.8    Impairment of non-financial assets (continued)

              (b) Intangible assets
                  Property, plant and equipment
                  Investments in subsidiaries and associated companies

                 Intangible assets, property, 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, the 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 this asset 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.

        2.9 Financial assets

              (a) 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.
46.                                          Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




                      notes to the financial statement
                                    for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.9   Financial assets (continue)

            (a) Classification (continued)

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

                   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 presented as current assets if they are expected to be realised within 12 months after the
                   balance sheet date.

               (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 off the
                   assets within 12 months after the balance sheet date.

            (b) 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 carrying amount and the sale proceeds is recognised in the
               income statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement.

            (c) 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.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                         .47




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
       2.9    Financial assets (continue)

              (d) 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 dividends, are recognised in the income statement when the changes arise.

                 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.

              (e) 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.
48.                                          Meeting the Challenge   Westcomb Financial Group                                Annual Report 2008




                       notes to the financial statement
                                     for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.9   Financial assets (continue)

            (e) Impairment (continued)

                (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.

      2.10 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.

      2.11 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 asking 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.

      2.12 Operating leases – when the Group is the lessee

            The Group leases office equipment, trading software licence, warehouse and office space under operating leases from
            non-related parties.

            Leases of office equipment, trading software licence, warehouse and office space where substantially all risks and rewards
            incidental to ownership are retained by the lessors are classified as operating leases. 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.
Annual Report 2008                               Westcomb Financial Group   Meeting the Challenge                                          .49




                        notes to the financial statement
                                      for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
        2.13 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 affects neither accounting nor
              taxable profit or loss at the time of the transaction.

              A 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.

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

              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.

       2.14 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.
50.                                         Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                     notes to the financial statement
                                  for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.15 Employee compensation

           The Group’s contributions are recognised as employee compensation expense when they are due, unless they can be
           capitalised as an asset.

           (a) 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.

           (b) 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.

      2.16 Currency translation

           (a) 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 Dollars, which is the Company’s functional currency.

           (b) Transactions and balances

               Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional
               currency using the exchange rates at the dates of the transactions. Currency translation differences 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.

               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.

           (c) 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:
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                        .51




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

2.     significant accounting policies (continued)
       2.16 Currency translation (continued)

              (c) Translation of Group entities’ financial statements (continued)

                 (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 rates (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.

       2.17 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.

       2.18 Cash and cash equivalents

              For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand
              and deposits with financial institutions which are subject to an insignificant risk of change in value and bank overdrafts.
              Bank overdrafts are presented as current borrowings on the balance sheet.

              For the purpose of presentation in the consolidated cash flow statement, deposits at call that are pledged for banking
              facilities are not included as cash and cash equivalents.

       2.19 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.

       2.20 Dividends to Company’s shareholders

              Dividends to Company’s shareholders are recognised when the dividends are approved for payments.
52.                                         Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                      notes to the financial statement
                                    for the financial year ended 31 december 2008

2.    significant accounting policies (continued)
      2.21 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 guarantees are initially recognised at their fair values plus transaction costs in the Company’s balance sheet.

            Financial guarantees 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 guarantees shall be carried 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.

      (a)   Uncertain tax positions

            The Group is subject to income taxes in numerous jurisdictions. In determining the income tax liabilities, management
            is required to estimate the amount of capital allowances and the deductibility of certain expenses (“uncertain tax
            positions”) at each tax jurisdiction. 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.

      (b)   Impairment of financial assets, available-for-sale

            Management reviews its financial assets for objective evidence of impairment half yearly. 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
            considered objective evidence that a financial asset is impaired. In determining this, management evaluates, among other
            factors, the duration and extent to which the fair value of a financial asset is less than its cost, the financial health of and
            the near-term business outlook of the issuer of the investment, including factors such as industry and sector performance,
            changes in technology and operational and financing cash flow.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                       .53




                        notes to the financial statement
                                      for the financial year ended 31 december 2008

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

              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 amounts ascribed to the unlisted investments, as set out in Note 13, amounting to $1,802,575 (2007:$2,303,000),
              which have been accounted for in accordance with the accounting policy set out in Note 2.9 to the financial statements. The
              valuation of the unlisted investments involves considerable subjective judgement, and are based on conditions prevailing
              and information available at the date of these financial statements. Due to the current global economic conditions,
              there are greater uncertainties that may affect the valuation of these unlisted investments. The ultimate outcome of these
              uncertainties cannot presently be determined. The financial statements do not include adjustments that might result from
              these uncertainties. In preparing the financial statements, the Group has included the effects of the economic conditions
              to the extent that they can currently be determined and estimated.

              The carrying amounts of current financial assets and liabilities are assumed to approximate their fair values, other than
              where disclosed in the financial statements.
54.                                          Meeting the Challenge   Westcomb Financial Group            Annual Report 2008




                       notes to the financial statement
                                    for the financial year ended 31 december 2008

4.    revenue and other (losses)/gains - net
                                                                                                          The Group
                                                                                                      2008        2007
                                                                                                         $           $

      Revenue
      - Advisory and consultancy fees                                                            3,252,907      5,338,520
      - Underwriting commission income                                                              25,118        193,775
      - Brokerage income                                                                         4,071,518      7,618,761
      - Placement commission income                                                              1,553,253      4,539,439
      - Management fee income from private equity fund management                                  444,817      2,292,066
                                                                                                 9,347,613     19,982,561
      Other (losses) / gains – net
      - Fair value (loss)/ gain on financial assets designated as fair value through profit or
        loss at initial recognition                                                              (1,705,152)    1,231,081
      - Impairment loss on financial assets, available-for-sale                                    (319,305)            –
      - Other income                                                                                272,713       476,946
      - Interest income on deposits with banks                                                      333,917       524,977
      - Net foreign exchange gains                                                                  107,400       120,341
                                                                                                 (1,310,427)    2,353,345
                                                                                                  8,037,186    22,335,906


5.    employee compensation
                                                                                                          The Group
                                                                                                      2008        2007
                                                                                                         $           $

      Wages and salaries and other short-term employee benefits                                  3,763,918      6,646,619
      Employer’s contribution to Central Provident Fund – defined contribution plan                144,294        348,270
                                                                                                 3,908,212      6,994,889
Annual Report 2008                           Westcomb Financial Group   Meeting the Challenge                      .55




                       notes to the financial statement
                                    for the financial year ended 31 december 2008

6.     depreciation, amortisation and other operating expenses
       (a)    Depreciation and amortisation expenses
                                                                                                        The Group
                                                                                                    2008        2007
                                                                                                       $           $

              Amortisation of SGX admission fee (Note 18(a))                                      26,640       39,960
              Depreciation of property, plant and equipment (Note 17)                            152,238      267,821
                                                                                                 178,878      307,781

       (b)    Other operating expenses
                                                                                                        The Group
                                                                                                    2008        2007
                                                                                                       $           $

              Auditor’s remuneration                                                              166,610      242,253
              Commission expenses                                                               1,194,282    4,022,142
              Guarantee fee                                                                       380,928      463,599
              Impairment of goodwill                                                            1,288,600            –
              Impairment of trade receivables                                                     361,600       56,705
              Joining fee                                                                         337,827      325,000
              Legal expenses                                                                      208,241      498,400
              Performance fee (refunded from)/paid to a shareholder of an associated company     (421,494)     295,767
              Project expenses                                                                     71,358      144,191
              Referral fee                                                                        363,305      232,358
              Rental expense – operating lease                                                    626,943      396,873
              Service fee paid to a shareholder of an associated company                          566,925      500,000
              Subscription expenses to market news providers                                      125,982      128,954
              Trading expense                                                                     788,899            –
              Other expenses                                                                    1,473,915      153,565
                                                                                                7,533,921    7,459,807

7.     interest expense
                                                                                                        The Group
                                                                                                    2008        2007
                                                                                                       $           $

       Interest expense on borrowings from
       - banks                                                                                       406      105,010
       - a director                                                                                    –        8,563
       - a related party                                                                               –        9,130
                                                                                                     406      122,703
56.                                         Meeting the Challenge   Westcomb Financial Group                        Annual Report 2008




                       notes to the financial statement
                                       for the financial year ended 31 december 2008

8.    income taxes
      (a)   Income tax expense
                                                                                                                    The Group
                                                                                                                2008        2007
                                                                                                                   $           $

            Tax expense/(credit) attributable to profit is made up of:
            - Current income tax – Singapore                                                                   41,175     1,016,913
            - Current income tax – foreign                                                                    193,267             –
            - Deferred income tax – foreign                                                                  (193,267)       50,435
                                                                                                               41,175     1,067,348
            Under/(over) provision in the preceding financial years
            - Current income tax – Singapore                                                                 173,770         98,994
            - Deferred income tax – Singapore                                                                (59,922)        73,715
                                                                                                             155,023      1,240,057

            The tax expense on (loss)/profit differs from the amount that would arise using the Singapore standard rate of income tax
            as explained below:
                                                                                                                      The Group
                                                                                                                 2008           2007
                                                                                                                     $              $

            (Loss)/profit before tax                                                                       (3,632,308)    7,436,458

            Tax calculated at a tax rate of 18% (2007: 18%)                                                  (653,815)    1,338,562
            Effects of:
            - Income taxed at concessionary rate                                                              83,790       (167,034)
            - Expenses not deductible for tax purposes                                                       272,987          26,964
            - Income not subjected to tax                                                                    (17,945)        (13,991)
            - Singapore statutory stepped income exemption                                                   (42,976)      (149,371)
            - Deferred tax asset not recognised                                                              381,581               –
            - Others                                                                                          17,553          32,218
            Tax charge                                                                                        41,175      1,067,348
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                          .57




                        notes to the financial statement
                                      for the financial year ended 31 december 2008

8.     income taxes (continued)
       (b)    Movement in current income tax liabilities

                                                                                        The Group                         The Company
                                                                                    2008          2007                  2008       2007
                                                                                       $             $                     $          $

              Beginning of financial year                                      1,034,471         353,676             121,234        110,951
              Currency translation differences                                         1              (2)                  –                –
              Income tax paid                                                   (654,916)       (435,110)            (80,018)        (69,060)
              Tax expense on profit for the current financial year               234,442       1,016,913              18,344          79,400
              Under/(over) provision in prior financial years                    173,770          98,994               5,484              (57)
              End of financial year                                              787,768       1,034,471              65,044        121,234


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

                                                                                                                            The Group
                                                                                                                        2008        2007

       Net (loss)/profit attributable to equity holders of Westcomb Financial Group Limited ($)                   (3,814,801)     6,221,939

       Weighted average number of ordinary shares outstanding for basic earnings per share                      179,600,100 179,600,100

       Basic (loss)/ earnings per share                                                                          (2.12) cents     3.46 cents

       Diluted (loss)/earnings per share (Note (a))                                                              (2.12) cents     3.46 cents

       (a)    As there are no dilutive potential ordinary shares, the diluted earnings per share is the same as the basic earnings per share.
58.                                         Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                       notes to the financial statement
                                    for the financial year ended 31 december 2008

10.   Cash and cash equivalents
                                                                                       The Group                        The Company
                                                                                   2008          2007                 2008       2007
                                                                                      $             $                    $          $

      Cash at bank and on hand                                                5,055,684        11,765,123          805,327      2,289,158
      Deposits at call                                                       27,399,883        20,729,361        1,700,000              –
                                                                             32,455,567        32,494,484        2,505,327      2,289,158

      Deposits at call amounting to $15,225,000 (2007: $15,000,000) are pledged as security for banker’s guarantees issued by
      various financial institutions (Note 26(b)).

      The weighted average effective interest rate of deposits at call as at 31 December 2008 was 0.96% (2007: 1.92%) per annum.

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

                                                                                                                          The Group
                                                                                                                      2008        2007
                                                                                                                         $           $

      Cash and cash equivalents (as above)                                                                      32,455,567 32,494,484
      Less: Deposits at call pledged                                                                           (15,225,000) (15,000,000)
      Less: Bank overdraft (Note 21)                                                                                     –           (15)
      Cash and cash equivalents per consolidated cash flow statement                                            17,230,567 17,494,469


11.   Trade receivables and outstanding contracts receivable
                                                                                                                          The Group
                                                                                                                      2008        2007
                                                                                                                         $           $

      Trade receivables                                                                                          1,407,695      4,172,924
      Less: Allowance for impairment of trade receivables (Note 29(b)(ii))                                        (367,403)      (116,392)
                                                                                                                 1,040,292      4,056,532

      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.
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                   .59




                        notes to the financial statement
                                      for the financial year ended 31 december 2008

12.    other receivables
                                                                                        The Group                   The Company
                                                                                    2008          2007            2008       2007
                                                                                       $             $               $          $

       Due from subsidiaries (non-trade)                                               –               –      1,426,933     3,106,336
       Due from associated companies (non-trade)                                       –           1,077              –         1,077
       Due from associated companies (trade)                                     203,098         863,490              –             –
       Refundable deposits                                                       541,631         542,336         57,905        57,825
       Other                                                                     211,808         227,978         19,693            22
                                                                                 956,537       1,634,881      1,504,531     3,165,260

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


13.    financial assets
                                                                                                                      The Group
                                                                                                                  2008        2007
                                                                                                                     $           $
       (a)    financial assets, at fair value through profit or loss
              Designated at fair value on initial recognition:
              - Listed equity securities                                                                        529,354     2,044,219
              - Unlisted equity securities                                                                      498,700       750,000
                                                                                                              1,028,054     2,794,219

              The fair value of unlisted equity securities are in part determined using a valuation technique where assumptions on
              prices are not from observable current market transactions and observable current market data. The fair value is based on
              cashflows discounted at rates based on the market interest rates adjusted for a further 20% (2007: 20%) discount for risk
              premiums specific to the securities.

       (b)    financial assets, available-for-sale
                                                                                                                      The Group
                                                                                                                  2008        2007
                                                                                                                     $           $
              available-for-sale financial assets are analysed as follows:
              Listed securities
              - equity securities                                                                              461,226               –

              Unlisted securities
              - equity securities                                                                             1,303,875     1,243,279
              - convertible debt securities                                                                           –       309,721
                                                                                                              1,765,101     1,553,000
              Less: Current portion                                                                          (1,740,113)   (1,553,000)
              Non-current portion                                                                                24,988             –
60.                                         Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                        notes to the financial statement
                                    for the financial year ended 31 december 2008

13.   financial assets (continued)
      The available-for-sale unlisted securities are measured at cost in accordance with the policy set out in Note 2.9 (d). These unlisted
      securities are recorded at cost less impairment, if any, 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 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.

      The Group has recognised an impairment loss of $319,305 (2007: Nil) against an equity security as its recoverable amount has
      significantly declined below its cost.


14.   other current assets
                                                                                       The Group                         The Company
                                                                                   2008          2007                  2008       2007
                                                                                      $             $                     $          $

      Prepayments                                                               504,737        408,347               19,003         43,397
      Tax recoverable                                                            41,050         42,961                    –              –
                                                                                545,787        451,308               19,003         43,397


15.   investments in associated companies
                                                                                                                           The Group
                                                                                                                       2008        2007
                                                                                                                          $           $

      Beginning of financial year                                                                                    94,841        171,608
      Share of results                                                                                              (48,077)        (14,268)
      Dividends received                                                                                                  –        (62,499)
      End of financial year                                                                                          46,764          94,841

      The summarised financial information of associated companies are as follows:
      - Assets                                                                                                   10,641,853     20,166,658
      - Liabilities                                                                                               2,672,518      3,085,098
      - Revenue                                                                                                  (9,220,542)     5,207,547
      - Net (loss)/profit                                                                                        (9,915,669)     2,707,864
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                        .61




                          notes to the financial statement
                                     for the financial year ended 31 december 2008

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
                                             incorporation/
       Name of company                          business                  Principal activity                         Equity Holding
                                                                                                                  2008            2007
                                                                                                                    %               %

       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 investment                   19.99             19.99
       Opportunities II Pte Ltd                                           company

       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 not equity accounted for its share of Avia II’s results.

       The contributions from each of the associated companies are not significant to the Group.
62.                                         Meeting the Challenge   Westcomb Financial Group                         Annual Report 2008




                      notes to the financial statement
                                      for the financial year ended 31 december 2008

16.   investments in subsidiaries
                                                                                                                    The Company
                                                                                                                  2008       2007
                                                                                                                     $          $

      Unlisted equity shares at cost
         Beginning of financial year                                                                         16,727,708   15,727,708
         Addition during the financial year                                                                           –    1,000,000
         End of financial year                                                                               16,727,708   16,727,708

      The subsidiaries are:
                                          Country of                                                       Percentage of
                                        incorporation/                                                paid up capital held by
      Name of subsidiary                   business        Principal activity                   The Company             Subsidiaries
                                                                                               2008     2007           2008     2007
                                                                                                 %         %             %          %

      Held by the Company

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

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

      + Quattro Media Pte Ltd            Singapore        Provision of investor                   –       100             –          –
                                                          relation services

      *   Raintree Ventures Pte Ltd      Singapore        Holding company and provision         100       100             –          –
                                                          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

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

      ## Westcomb Financial              Hong Kong        Dormant                                51        51             –          –
         Group (HK) Limited
Annual Report 2008                           Westcomb Financial Group   Meeting the Challenge                                      .63




                      notes to the financial statement
                                     for the financial year ended 31 december 2008

16.    investments in subsidiaries (continued)
                                         Country of                                                         Percentage of
                                       incorporation/                                                  paid up capital held by
       Name of subsidiary                 business      Principal activity                       The Company             Subsidiaries
                                                                                                2008     2007           2008     2007
                                                                                                  %         %             %          %

       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      Provision of business                       –         –          100       100
         Consultancy Co Ltd          Republic of China consultancy services

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

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

           *   Audited by PricewaterhouseCoopers LLP, Singapore.
           **  Audited by PricewaterhouseCoopers, Malaysia.
           *** Divested on 22 December 2008 for a consideration of RM1.00 to a director of the subsidiary. The effects of the
               divestment were insignificant.
           +   Liquidated and struck off on 6 August 2008.
           ++ 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
           ## Exempted from audit (2007 – Audited by Dominic K.F. Chan & Co., Hong Kong).
           ### Audited by Shanghai Hongda Xinyu Certified Public Accountants Co. Ltd., People’s Republic of China.
64.                                      Meeting the Challenge   Westcomb Financial Group                       Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

17.   property, plant and equipment
                                                           Furniture            Office                      Motor
                                                         and fittings       equipment       Computers      vehicle          Total
                                                                    $                $             $             $             $
      The Group

      2008
      Cost
      Beginning of financial year                           506,613            269,398        964,719     158,321      1,899,051
      Currency translation differences                          434                (64)          (864)          –           (494)
      Additions                                              19,545                840         55,843           –         76,228
      Disposals                                             (58,942)           (13,327)       (20,581)          –        (92,850)
      End of financial year                                 467,650            256,847        999,117     158,321      1,881,935

      Accumulated depreciation
      Beginning of financial year                           440,864            209,415        923,495     124,018      1,697,792
      Currency translation differences                          260                (37)          (819)          –           (596)
      Depreciation charge                                    51,076             32,891         36,607      31,664        152,238
      Disposals                                             (46,172)           (10,913)       (20,581)          –        (77,666)
      End of financial year                                 446,028            231,356        938,702     155,682      1,771,768

      Net book value
      end of financial year                                  21,622              25,491        60,415       2,639        110,167


      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
Annual Report 2008                          Westcomb Financial Group   Meeting the Challenge                             .65




                       notes to the financial statement
                                     for the financial year ended 31 december 2008

17.    property, plant and equipment (continued)
                                                          Furniture             Office                      Motor
                                                        and fittings        equipment          Computers   vehicle     Total
                                                                   $                 $                $          $        $

       The Company

       2008
       Cost
       Beginning of financial year                           30,023              13,956           28,842   158,321   231,142
       Additions                                                  –                   –            4,561         –     4,561
       Disposal                                             (29,134)             (7,807)               –         –   (36,941)
       End of financial year                                    889               6,149           33,403   158,321   198,762

       Accumulated depreciation
       Beginning of financial year                           14,359               9,119           25,883   124,018   173,379
       Depreciation charge                                    6,916               2,024            3,627    31,664    44,231
       Disposal                                             (20,559)             (6,114)               –         –   (26,673)
       End of financial year                                    716               5,029           29,510   155,682   190,937

       Net book value
       end of financial year                                    173               1,120            3,893     2,639     7,825



       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
66.                                       Meeting the Challenge   Westcomb Financial Group                  Annual Report 2008




                     notes to the financial statement
                                  for the financial year ended 31 december 2008

18.   intangible assets
                                                                                                             The Group
                                                                                                         2008        2007
                                                                                                            $           $


      SGX-ST admission fee (Note (a))                                                                        –       26,640
      Goodwill arising on consolidation (Note (b))                                                           –    1,288,600
                                                                                                             –    1,315,240

      (a)    SGX-ST admission fee
             Beginning of financial year                                                                26,640        66,600
             Amortisation charge (Note 6(a))                                                           (26,640)      (39,960)
             End of financial year                                                                           –        26,640

             Cost                                                                                     200,000       200,000
             Accumulated amortization                                                                (200,000)     (173,360)
                                                                                                            –        26,640

      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
                                                                                                         2008        2007
                                                                                                            $           $
      (b)    Goodwill arising on consolidation
             Cost
             Beginning and end of financial year                                                    1,505,733     1,505,733

             accumulated impairment
             Beginning of financial year                                                              217,133       217,133
             Impairment charge (Note 6(b))                                                          1,288,600             –
             End of financial year                                                                  1,505,733       217,133

             Net book value                                                                                  –    1,288,600
Annual Report 2008                                 Westcomb Financial Group   Meeting the Challenge                                            .67




                          notes to the financial statement
                                        for the financial year ended 31 december 2008

18.    intangible assets (continued)
       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. Cash flow projections used in the value-in-use
       calculations were 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. 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
                                                                                                                         2008           2007

       Gross margin1                                                                                                        64%               57%
       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.

       An impairment charge of $1,288,600 (2007: Nil) is included within “Other operating expenses” in the income statement (Note
       6). The impairment charge has arisen following changes in the business and market environment resulting in a decline in the
       recoverable amount of the CGU.


19.    deferred income tax liabilities
       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
                                                                                       2008          2007                  2008       2007
                                                                                          $             $                     $          $
       Deferred income tax liabilities
       - to be settled within one year                                              144,414            92,758                  –              –
       - to be settled after one year                                                18,303           296,000                850          1,000
                                                                                    162,717           388,758                850          1,000
68.                                        Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

19.   deferred income tax liabilities (continued)
      Movement in deferred income tax account is as follows:
                                                                                      The Group                       The Company
                                                                                  2008          2007                2008       2007
                                                                                     $             $                   $          $

      Beginning of financial year                                              388,758        264,608              1,000               –
      Tax (credit)/charge to
       - income statement                                                     (193,267)        50,435               (150)         1,000
       - equity for fair value reserve                                          26,968              –                  –              –
      Translation differences                                                      180              –                  –              –
      (Over)/under provision in the prior financial year                       (59,922)        73,715                  –              –
      End of financial year                                                    162,717        388,758                850          1,000

      Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits
      through future taxable profits is probable. The Group has unrecognised tax losses of $2,120,000 (2007: Nil) at the balance
      sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory
      requirements by those companies with unrecognised tax losses in their respective countries of incorporation. The tax losses have
      no expiry date.

      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      Unremitted
                                                                           depreciation         earnings          Others           Total
                                                                                       $               $              $               $
      2008
      Beginning of financial year                                                  53,176         296,000         39,582        388,758
      Charged to equity for fair value reserve                                          –               –         26,968         26,968
      Credited to income statement                                                (34,873)       (193,267)       (25,049)      (253,189)
      Translation differences                                                           –               –            180            180
      End of financial year                                                        18,303         102,733         41,681        162,717

      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
Annual Report 2008                           Westcomb Financial Group   Meeting the Challenge                                    .69




                       notes to the financial statement
                                    for the financial year ended 31 december 2008

19.    deferred income tax liabilities (continued)
       Deferred income tax assets
                                                                                                                          Tax losses
                                                                                                                                   $
       2008
       Beginning of financial year                                                                                                 –
       Charged to income statement                                                                                                 –
       End of financial year                                                                                                       –

       2007
       Beginning of financial year                                                                                           73,715
       Credited to income statement                                                                                         (73,715)
       End of financial year                                                                                                      –

       The Company

       Deferred income tax liabilities
                                                                                                        Accelerated tax depreciation
                                                                                                                                   $
       2008
       Beginning of financial year                                                                                             1,000
       Credited to income statement                                                                                             (150)
       End of financial year                                                                                                     850

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

       The Group’s and Company’s deferred tax liabilities have been computed based on the corporate tax rate and tax laws prevailing
       at balance sheet date. On 22 January 2009, the Singapore Minister of Finance announced a reduction in corporate tax rate from
       18% to 17% with effect from the year of assessment 2010. The Group’s and Company’s deferred tax expense for the current
       financial year have not taken into consideration the effect of the reduction in the corporate tax rate which will be accounted
       for in the Group’s and Company’s deferred tax expense in the year ending 31 December 2009. The effect on the Group’s and
       Company’s deferred tax liabilities as of 31 December 2008 is immaterial when the new corporate tax rate of 17% is applied.
70.                                        Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                        notes to the financial statement
                                   for the financial year ended 31 december 2008

20.   Trade and other payables, and outstanding contracts payable
                                                                                      The Group                     The Company
                                                                                  2008          2007              2008       2007
                                                                                     $             $                 $          $

      Trade payables                                                           184,714          294,140              –              –
      Accruals for operating expenses and other payables                     1,150,515        4,200,383        296,917      1,592,791
      Customer deposits                                                              –          978,593              –              –
      Due to subsidiaries (non-trade)                                                –                –         19,281        231,598
                                                                             1,335,229        5,473,116        316,198      1,824,389

      The non-trade amounts due to subsidiaries 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.


21.   Borrowings
                                                                                      The Group                     The Company
                                                                                  2008          2007              2008       2007
                                                                                     $             $                 $          $

      Bank overdrafts                                                                 –             15                –            15

      The bank overdrafts (denominated in Singapore dollar) are unsecured. The bank overdrafts are repayable on demand.

      The weighted average effective interest rate of the bank overdrafts as at 31 December 2007 was 6% per annum.


22.   dividends
      No dividend was declared or paid during the financial year ended 31 December 2008 (2007: Nil).


23.   share capital
      The Group’s share capital comprise fully paid-up 179,600,100 (2007:179,600,100) ordinary shares with no par value, amounting
      to a total of $16,041,353 (2007: $16,041,353).
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                     .71




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

24.    other reserves
                                                                                                                       The Group
                                                                                                                   2008        2007
                                                                                                                      $           $
       (a)     Composition:
               Reserve fund                                                                                   1,064,400      1,064,400
               Fair value reserve                                                                               122,855              –
               Currency translation reserve                                                                      (9,585)       (20,673)
                                                                                                              1,177,670      1,043,727

       (b)     Movements:
               (i)  Reserve fund
                    Beginning of financial year                                                               1,064,400        716,400
                    Transfer from retained earnings                                                                   –        348,000
                    End of financial year                                                                     1,064,400      1,064,400

               (ii)    Fair value reserve
                        Beginning of financial year                                                                    –              –
                        Financial assets, available-for-sale
                         - Fair value gains                                                                     469,129               –
                         - Transfer to income statement on impairment                                          (319,305)              –
                         - Tax on fair value changes and transfer                                               (26,969)              –
                       End of financial year                                                                    122,855               –

               (iii)   Currency translation reserve
                       Beginning of financial year                                                               (20,673)       (8,917)
                       Currency translation differences arising on translation of overseas
                        operations not recognised in income statement                                            11,088        (11,756)
                       End of financial year                                                                     (9,585)       (20,673)

       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.
72.                                        Meeting the Challenge   Westcomb Financial Group                       Annual Report 2008




                      notes to the financial statement
                                    for the financial year ended 31 december 2008

25.   retained earnings

      (a)   Retained earnings of the Group and Company are distributable except for accumulated retained earnings of associated
            companies amounting to $46,756 (2007: $94,833) which are included in the Group’s retained earnings.

      (b)   Movement in retained earnings for the Company is as follows:
                                                                                                                 The Company
                                                                                                               2008       2007
                                                                                                                  $          $

      Beginning of financial year                                                                         4,295,295     4,026,647
      Net profit                                                                                             70,642       268,648
      End of financial year                                                                               4,365,937     4,295,295

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


26.   Commitments
      (a)   Operating lease commitments – where the Group is a lessee

            The Group leases office equipment, trading software license, warehouse and office spaces from non-related parties under
            non-cancellable operating lease agreements. The leases have varying terms and renewal rights.

            The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but
            not recognised as liabilities, are as follows:

                                                                                      The Group                  The Company
                                                                                  2008          2007           2008       2007
                                                                                     $             $              $          $

            Not later than one year                                            923,357          670,380     223,219       157,644
            Later than one year but not later than five years                  499,888          805,269      26,532       191,381
                                                                             1,423,245        1,475,649     249,751       349,025
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                     .73




                         notes to the financial statement
                                      for the financial year ended 31 december 2008

26.    Commitments (continued)

       (b)    Other commitments

              The Company

              (i)    The Company has given guarantees amounting to $3,000,000 (2007: $3,000,000) to banks to support banking
                     facilities extended to certain subsidiaries of which none was utilised as at the balance sheet date (2007: Nil).

              (ii)   The Company has given guarantees amounting to $30,000,000 (2007: $30,000,000) to banks to support the issue of
                     bankers’ guarantees in favour of the Monetary Authority of Singapore for the obligations of two of its subsidiaries.

              The Group

              The Group has pledged $15,225,000 (2007: $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 (Note 10).


27.    Contingencies

       In 2007, a former remisier (“the Plaintiff”) with Westcomb Securities Pte Ltd, one of its subsidiaries commenced legal proceedings
       against the Company, Westcomb Securities Pte Ltd, Westcomb Capital Pte Ltd, Mr Choo Chee Kong (a former director of the
       Company) and Mr Tan Kah Koon (collectively “the Defendants”).

       The trial for the legal proceedings was held in March 2008. On 27 June 2008, the High Court awarded judgement in favour of
       the Defendants and the Plaintiff was ordered to pay the Defendants’ costs of defending the legal suit. On 5 September 2008, the
       Plaintiff filed an appeal against the decision of the High Court. The hearing of the Appeal was held on 21 October 2008. The
       Judges of Appeal reserved judgement after hearing submissions from the parties’ respective counsels.

       At the date of these financial statements, the Judges of Appeal have not issued their judgement.
74.                                        Meeting the Challenge   Westcomb Financial Group                         Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

27.   Contingencies (continued)
      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.


28.   related party transactions
      (a)   Income and expenses

            In addition to information disclosed elsewhere in the financial statements, the following transactions took place between
            the Group and related parties at terms agreed between the parties:

                                                                                                                     The Group
                                                                                                                 2008        2007
                                                                                                                    $           $

            Management fee (refund)/income from an associated company                                       (1,123,985)    2,032,221
            Share of revenue to related party                                                                 (263,210)     (181,650)
            Referral fees paid to a firm in which a director has an interest                                         –        (37,980)
            Professional fees paid to a firm in which a director has an interest                                     –      (399,638)
            Loan interest paid to a director                                                                         –          (8,563)
            Loan interest paid to a related party                                                                    –          (9,130)
            Loan repayment to a director                                                                             –    (2,000,000)
            Loan repayment to a related party                                                                        –    (1,000,000)
            Collateral fee paid to related parties                                                            (118,125)     (112,500)

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

      (b)   Key management remuneration

            Key management remuneration is as follows:

                                                                                                                     The Group
                                                                                                                 2008        2007
                                                                                                                    $           $

            Salaries and other short-term employee benefits                                                 1,309,545      2,716,428
            Employer’s contribution to Central Provident Fund                                                  49,339         85,888
                                                                                                            1,358,884      2,802,316

            Included in the above is a total compensation to directors of the Company amounting to $672,000 (2007: $1,507,272).
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                        .75




                         notes to the financial statement
                                      for the financial year ended 31 december 2008

29.    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 strategy seeks to minimise adverse effects from the
       unpredictability of financial markets on the Group’s 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 the Chief Executive Officer and the Chief Operating Officer. 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 four 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 one member and its principal function is to review and approve investments.
76.                                             Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                       notes to the financial statement
                                     for the financial year ended 31 december 2008

29.   financial risk management (continued)
      (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 currencies 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.

                  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 foreign 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 2008
                  financial assets
                  Cash and cash equivalents                     30,523,807       661,387       747,365   175,388    347,620     32,455,567
                  Financial assets, at fair value
                   through profit or loss                        1,028,054               –           –         –           –     1,028,054
                  Financial assets, available-
                    for-sale                                     1,740,113               –           –         –           –     1,740,113
                  Trade and other receivables and
                    outstanding contracts receivable             8,216,150   777,185                 –       866     47,739      9,041,940
                                                                41,508,124 1,438,572           747,365   176,254    395,359     44,265,674

                  financial liabilities
                  Other financial liabilities                    6,671,603       777,957       190,161      325       3,841      7,643,887
                                                                 6,671,603       777,957       190,161      325       3,841      7,643,887

                  net financial assets                           34,836,521       660,615      557,204   175,929    391,518     36,621,787
Annual Report 2008                                 Westcomb Financial Group   Meeting the Challenge                                       .77




                          notes to the financial statement
                                        for the financial year ended 31 december 2008

29.    financial risk management (continued)
       (a)    Market risk (continued)

              (i)    Currency risk (continued)

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

                     Less: Net financial assets
                      denominated in the
                      respective entities
                      functional currencies                    (34,836,521)            –       (747,365)     (25,321) (68,653)
                     Currency exposures                                  –       660,615       (190,161)    150,608 322,865

                                                                       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

                     The tables above include non-monetary financial assets where sensitivity information is set out in note 29(a)(ii).
78.                                          Meeting the Challenge   Westcomb Financial Group                                Annual Report 2008




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

29.   financial risk management (continued)
      (a)   Market risk (continued)

            (i)    Currency risk (continued)

                   At the balance sheet dates, if the USD and RMB change against the SGD by 7% and the MYR change against the
                   SGD by 4% (2007: 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)
                                                                                             2008                                2007
                                                                                   profit                               Profit
                                                                                after tax           equity           after tax          Equity
                                                                                        $                $                   $               $
                   Group

                   USD against SGD
                   - strengthened                                                 37,938             37,938           15,585           15,585
                   - weakened                                                    (37,938)           (37,938)         (15,585)         (15,585)

                   RMB against SGD
                   - strengthened                                                (11,738)           (11,738)            9,606            9,606
                   - weakened                                                     10,200             10,200            (9,606)          (9,606)

                   MYR against SGD
                   - strengthened                                                   5,147             5,147           26,495           26,495
                   - weakened                                                      (4,749)           (4,749)         (26,495)         (26,495)


            (ii)   Price risk

                   The Group is exposed to equity securities price risk arising from the investments held by the Group which are
                   classified on the consolidated balance sheet either as available-for-sale or at fair value through profit or loss. These
                   investments consist of both unlisted and listed securities. To manage its price risk arising from investments in equity
                   securities, the Company has a diversification policy whereby investments are monitored to minimise concentration
                   and correlation risk.

                   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.
Annual Report 2008                                Westcomb Financial Group     Meeting the Challenge                                           .79




                          notes to the financial statement
                                        for the financial year ended 31 december 2008

29.    financial risk management (continued)
       (a)    Market risk (continued)

              (ii)   Price risk (continued)

                     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 management 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.

                     If prices for listed securities and fair value of unlisted equity securities change by 30% (2007: 10% and 30%,
                     respectively), with all other variables including tax rate being held constant, the profit after tax and equity will be:

                                                                                                           Increase/(decrease)
                                                                                                2008                                 2007
                                                                                       profit                               Profit
                                                                                    after tax            equity          after tax          Equity
                                                                                            $                 $                  $               $
                     The Group

                     Financial assets, at fair value through profit or loss:

                     Listed equity securities
                      - Increased by                                                 130,221            130,221          167,626        167,626
                      - Decreased by                                                (130,221)          (130,221)        (167,626)      (167,626)

                     Unlisted equity securities
                      - Increased by                                                 122,680            122,680          184,500        184,500
                      - Decreased by                                                (122,680)          (122,680)        (184,500)      (184,500)

                     Financial assets, available-for-sale:

                     Listed equity securities
                      - Increased by                                                        –           113,462                  –              –
                      - Decreased by                                                        –          (113,462)                 –              –

                     Unlisted equity securities
                      - Increased by                                                        –           314,606                  –     (382,038)
                      - Decreased by                                                        –          (314,606)                 –     (382,038)

       The company is not exposed to price risk.
80.                                         Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                      notes to the financial statement
                                    for the financial year ended 31 december 2008

29.   financial risk management (continued)
      (a)   Market risk (continued)

            (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 changes 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. 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.

      (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 Singapore Exchange for
            Singapore trades and foreign exchanges for overseas trades. These trades are cleared within one to 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.
Annual Report 2008                               Westcomb Financial Group   Meeting the Challenge                                          .81




                         notes to the financial statement
                                        for the financial year ended 31 december 2008

29.    financial risk management (continued)
       (b)    Credit risk (continued)

              The Group and Company consider the major classes of financial assets as cash and cash equivalents, trade receivables,
              outstanding contracts receivable, financial assets, at fair value through profit or loss and financial assets, available for sale
              as presented on the balance sheets; and amounts due from subsidiaries and associated companies and refundable deposits
              disclosed in Note 12.

              The maximum exposure to credit risk for each class of financial assets without taking into account collateral is the carrying
              amount of that class of financial assets except corporate guarantees provided by the Company to the banks of $33,000,000
              (2007: $33,000,000) as detailed in Note 26(b). 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.

              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
                                                                                                                         2008        2007
                                                                                                                            $           $
              By business units
              Non-related parties
              - IPO management and M & A advisory                                                                      21,400      1,059,284
              - Securities broking and ECM syndication                                                              7,846,002     23,284,317
              - Private equity                                                                                        218,001        261,708
              - Pre-IPO consultancy                                                                                         –        325,000
                                                                                                                    8,085,403     24,930,309

              (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 banks that management
                     considers as reputable and of good credit standing.

                     Trade receivables, outstanding contracts receivables and other receivables that are neither past due nor impaired are
                     substantially debtors with good collection track record with the Group and Company.
82.                                          Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




                       notes to the financial statement
                                      for the financial year ended 31 december 2008

29.   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.

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

                                                                                                                          The Group
                                                                                                                      2008        2007
                                                                                                                         $           $

                   Past due < 3 months                                                                           1,040,292         71,038
                   Past due 3 to 6 months                                                                                –          3,267
                   Past due over 6 months                                                                                –         22,892
                                                                                                                 1,040,292         97,197

                   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
                                                                                                                      2008        2007
                                                                                                                         $           $


                   Gross amount                                                                                    367,403        116,392
                   Less: Allowance for impairment                                                                 (367,403)      (116,392)
                                                                                                                         –              –

                   Beginning of financial year                                                                     116,392        962,165
                   Currency translation difference                                                                       –          (2,093)
                   Allowance made                                                                                  361,600         56,705
                   Allowance utilised                                                                             (110,589)      (900,385)
                   End of financial year                                                                           367,403        116,392

                   The impaired trade receivables arise from long outstanding debts which are considered to be uncollectible. There are
                   no collaterals held as security or any other credit enhancements in respect of these balances.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                       .83




                         notes to the financial statement
                                     for the financial year ended 31 december 2008

29.    financial risk management (continued)
       (c)    Liquidity risk

              The Group and the Company manage the liquidity risk by maintaining sufficient cash to enable them to meet their normal
              operating commitments and having an adequate amount of credit facilities.

              The table below analyses the maturity profile of the financial liabilities of the Group and the Company based on contractual
              undiscounted cash flows.

                                                                                                                                Less than
                                                                                                                                   1 year
                                                                                                                                        $
              Group
              at 31 december 2008
              Trade and other payables                                                                                         1,335,229
              Outstanding contracts payable                                                                                    6,308,658
                                                                                                                               7,643,887

              at 31 december 2007

              Trade and other payables                                                                                         5,473,116
              Outstanding contracts payable                                                                                   18,520,312
              Borrowings                                                                                                              15
                                                                                                                              23,993,443
              Company
              at 31 december 2008
              Trade and other payables                                                                                           296,917

              at 31 december 2007
              Trade and other payables                                                                                         1,824,389
              Borrowings                                                                                                              15
                                                                                                                               1,824,404
84.                                        Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                      notes to the financial statement
                                   for the financial year ended 31 december 2008

29.   financial risk management (continued)
      (d)   Capital risk

            The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and
            to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal
            capital structure, the Group may adjust the amount of dividend payment, issue new shares, buy back issued shares, obtain
            new borrowings or sell assets to reduce 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 2007 and 2008.
Annual Report 2008                           Westcomb Financial Group   Meeting the Challenge                                      .85




                       notes to the financial statement
                                     for the financial year ended 31 december 2008

30.    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 2008
       revenue
       – external revenue                      2,734,734       5,649,889          444,817          518,173             –     9,347,613
       – inter–segment revenue                   619,254               –                –                –      (619,254)            –
                                               3,353,988       5,649,889          444,817          518,173      (619,254)    9,347,613

       Segment results                         1,006,127       (1,100,332)     (1,873,509)          29,235             –    (1,938,479)
       Unallocated costs                                                                                                    (1,645,346)
                                                                                                                            (3,583,825)
       Finance expense                                                                                                            (406)
       Share of results of
        associated companies                             –              –         (48,077)               –             –       (48,077)
       Loss before income tax                                                                                               (3,632,308)
       Income tax expense                                                                                                     (155,023)
       Total loss                                                                                                           (3,787,331)

       other segment items
       Capital expenditure
       – property, plant and equipment                6,024        65,237             406                –             –       71,667
       Unallocated capital expenditure
       – property, plant and equipment                                                                                           4,561
       Depreciation                               19,917           80,975           4,918              250             –       106,060
       Unallocated depreciation                                                                                                 46,178
       Amortisation                                      –         26,640               –                –             –        26,640
       Fair value loss on financial assets               –              –       1,705,152                –             –     1,705,152
       Impairment losses:
       – other financial assets                        –               –                –          319,305             –       319,305
       – trade receivables                       205,282          28,156          144,097                –       (15,935)      361,600
       – goodwill                                      –       1,288,600                –                –             –     1,288,600

       segment assets                         18,082,989      21,217,391        4,522,238         2,335,433   (4,804,061)   41,353,990
       Associated companies                            –               –           46,764                 –            –        46,764
       Unallocated assets                                                                                                    3,592,626
       Consolidated total assets                                                                                            44,993,380

       Segment liabilities                       766,046       8,970,819        2,002,277          442,329    (3,950,509)    8,230,962
       Unallocated liabilities                                                                                                 363,410

       Consolidated total liabilities                                                                                        8,594,372
86.                                           Meeting the Challenge    Westcomb Financial Group                          Annual Report 2008




                       notes to the financial statement
                                       for the financial year ended 31 december 2008

30.   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 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 income tax                                                                                                  7,436,458
      Income tax expense                                                                                                       (1,240,057)
      Total profit                                                                                                              6,196,401

      other segment items
      Capital expenditure
      - property, plant and equipment                  1,679            28,894                –            –             –         30,573
      Unallocated capital expenditure
      - property, 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
      Fair value (gain) on financial assets                                         (1,231,081)                                (1,231,081)
      Impairment losses:
      - other financial assets                             –                 –                –            –             –              –
      - trade receivables                             46,705            10,000                –            –             –         56,705
      - goodwill                                           –                 –                –            –             –              –


      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
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                        .87




                         notes to the financial statement
                                      for the financial year ended 31 december 2008

30.    segmental information (continued)
       At 31 December 2008, the Group is organised into 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 at fair value. Unallocated costs represent
       corporate expenses. Segment assets consist primarily of property, plant and equipment, intangible assets, receivables, operating
       cash and financial investments and exclude deferred income tax assets. Segment liabilities comprise payables and provisions and
       exclude income tax liabilities and bank overdrafts. Capital expenditure comprises additions to property, plant and equipment.

       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. Total consolidated assets and capital expenditure relating to Singapore
       amounted to $43,878,725 (2007: $63,990,254) and $76,228 (2007: $31,973) respectively.
88.                                        Meeting the Challenge   Westcomb Financial Group                          Annual Report 2008




                        notes to the financial statement
                                   for the financial year ended 31 december 2008

30.   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
                                                                                                                  2008        2007
                                                                                                                     $           $

      Singapore                                                                                              4,775,728      13,112,250
      Greater China *                                                                                        3,972,702       5,037,327
      Malaysia                                                                                                 154,788       1,137,206
      Others                                                                                                   444,395         695,778
                                                                                                             9,347,613      19,982,561

      *     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.


31.   new or revised accounting standards and interpretations
      Certain new accounting 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 2009 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 1(R) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009)

            The revised standard requires:
            •    All changes in equity arising from transactions with owners in their capacity as owners to be presented separately
                 from components of comprehensive income;
            •    Components of comprehensive income not to be included in statement of changes in equity;
            •    Items of income and expenses and components of other comprehensive income to be presented either in a single
                 statement of comprehensive income with subtotals, or in two separate statements (a separate statement of profit and
                 loss followed by a statement of comprehensive income);
            •    Presentation of restated balance sheet as at the beginning of the comparative period when entities make restatements
                 or reclassifications of comparative information.

                 The revisions also include changes in the titles of some of the financial statements primary statements.
Annual Report 2008                             Westcomb Financial Group   Meeting the Challenge                                    .89




                        notes to the financial statement
                                     for the financial year ended 31 december 2008

31.    new or revised accounting standards and interpretations
       (a)    FRS 1(R) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009)
              (continued)

              The Group will apply the revised standard from 1 January 2009 and provide comparative information that conforms to the
              requirements of the revised standard. The key impact of the application of the revised standard is the presentation of an
              additional primary statement, that is, the statement of comprehensive income.

       (b)    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. The Group expects more information to be disclosed under FRS 108.


32.    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 2009.
90.                                        Meeting the Challenge   Westcomb Financial Group                      Annual Report 2008




             shareholders’ statistics and distribution
Class of Shares :    Ordinary Shares
Voting Rights   :    One vote per Ordinary Share
No. of Holders :     747 holders

distribution of shareholdings as at 16 march 2009

Size of Shareholdings                  No. of Shareholders                          %         No. of Shares                     %
1 - 999                                                   3                       0.40                1,609                   0.00
1,000 - 10,000                                         436                      58.37            2,456,000                    1.37
10,001 - 1,000,000                                     296                      39.62            17,180,000                   9.56
1,000,001 AND ABOVE                                     12                        1.61         159,962,491                   89.07
                                                       747                     100.00          179,600,100                 100.00


Twenty Largest shareholders as at 16 march 2009
 shareholder’s name                                                                           no. of shares    % of shareholdings
 1    WESTCOMB SECURITIES PTE LTD                                                               56,699,015                   31.57
 2    RAFFLES NOMINEES PTE LTD                                                                  25,477,000                   14.19
 3    THE CENTRAL DEPOSITORY PTE LTD                                                             15,807,338                   8.80
 4    HONG LEONG FINANCE NOMINEES PTE LTD                                                       15,198,000                    8.46
 5    BANK OF EAST ASIA NOMINEES PTE LTD                                                        15,000,000                    8.35
 6    UNITED OVERSEAS BANK NOMINEES PTE LTD                                                     12,556,000                    6.99
 7    KIM ENG SECURITIES PTE. LTD.                                                                5,937,000                   3.31
 8    ASIASONS CAPITAL LIMITED                                                                    5,665,719                   3.15
 9    OCBC SECURITIES PRIVATE LTD                                                                 2,228,000                   1.24
 10   UOB KAY HIAN PTE LTD                                                                        2,130,000                   1.19
 11   CHOO CHEE KONG                                                                               1,929,419                  1.07
 12   CIMB-GK SECURITIES PTE. LTD.                                                                1,335,000                   0.74
 13   DBS NOMINEES PTE LTD                                                                           897,000                  0.50
 14   HSBC (SINGAPORE) NOMINEES PTE LTD                                                             864,000                   0.48
 15   HUE KUAN YEW ATTLEE                                                                           678,000                   0.38
 16   CITIBANK NOMINEES SINGAPORE PTE LTD                                                           506,000                   0.28
 17   SIM POI LIN (SHEN PEILING)                                                                    500,000                   0.28
 18   DMG & PARTNERS SECURITIES PTE LTD                                                             495,000                   0.28
 19   LOW PUAY JOO                                                                                  450,000                   0.25
 20   CHONG YAN FONG @ CHONG YEAN FANG                                                              395,000                   0.22
      ToTaL                                                                                    164,747,491                   91.73
Annual Report 2008                            Westcomb Financial Group   Meeting the Challenge                                      .91




              shareholders’ statistics and distribution
Based on Shareholders’ Statistics and Distribution as at 16 March 2009, approximately 43.8% 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.

direct and indirect interest of substantial shareholders as at 16 march 2009

                                                                                      direct interest                indirect interest
name of substantial shareholders                                          no. of shares                 %   no. of shares            %

ECM Libra Investments Limited (“ELIL”)                                        43,765,138         24.37                    -              -
Asiasons Investment Limited                                                  32,046,000           17.84                   -              -
Westcomb Profits Limited                                                      13,451,877           7.49                   -              -
Asiasons Capital Limited                                                      11,665,719          6.50       32,046,000   1
                                                                                                                                  17.84
Aw Soon Beng                                                                             -              -    13,451,877   2
                                                                                                                                   7.49
Tan Kah Koon                                                                             -              -    13,451,877 2          7.49
ECM Libra Investments Bank Limited (“ELIB”)                                              -              -    43,765,138 3         24.37
ECM Libra Holdings Limited (“ELHL”)                                                      -              -    43,765,138   3
                                                                                                                                  24.37
ECM Libra Financial Group Berhad (“ELFB”)                                                -              -    43,765,138   3
                                                                                                                                  24.37
Asiasons Investment Managers Inc.                                                        -              -    43,711,719 4         24.34
Dato’ Mohammed Azlan Bin Hashim                                                          -              -    43,711,719 5         24.34
Jared Lim Chih Li                                                                        -              -    43,711,719   5
                                                                                                                                  24.34


note:
1. Deemed interest in shares held by Asiasons Investment Limited
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 arising from its direct interest in Asiasons Capital Limited and Asiasons Investment Limited
5. Deemed interest arising from his deemed interest in Asiasons Capital Limited and Asiasons Investment Ltd through his direct interest
   in Asiasons Investment Managers Inc
92.                                             Meeting the Challenge   Westcomb Financial Group                              Annual Report 2008




                        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 28 April 2009 at 10:00 a.m., to transact the following businesses:

as ordinary BUsinesses:

1.    To receive and adopt the Audited Financial Statements of the Company for the financial year ended 31 December 2008 together with
      the Directors’ Report and 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 2008.                        resolution 2

3.    To approve the payment of Directors’ fees of S$156,000 for the financial year ending 31 December 2009, 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. Jeyaratnam A/L Tamotharam Pillai                                                                                 resolution 4

      (b)     Dato’ Mohammed Azlan Bin Hashim                                                                                      resolution 5

      Dato’ Mohammed Azlan Bin Hashim will, upon re-election as a Director of the Company, remain as the Chairman of the Board of
      Directors and a member of the Audit, Nominating and Remuneration Committees.

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

as speCiaL BUsinesses :

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

6.    authority to allot and issue shares                                                                                         resolution 7

      “That pursuant to Section 161 of the Companies Act, Cap. 50 (the “Act”) and the listing rules of the Singapore Exchange Securities
      Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors to:

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

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

      (iii)   issue additional Instruments convertible into shares arising from adjustments made to the number of Instruments;
Annual Report 2008                                Westcomb Financial Group   Meeting the Challenge                                          .93




                       notice of annual general meeting
      at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute
      discretion, deem fit; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in
      pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that:

      (I)     the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of any
              Instruments made or granted pursuant to this Resolution):

              (a)    by way of renounceable rights issues on a pro rata basis to shareholders of the Company (“Renounceable Rights Issues”)
                     shall not exceed 100 percent of the total number of issued shares in the capital of the Company excluding treasury shares
                     (as calculated in paragraph (III) below); and

              (b)    otherwise than by way of Renounceable Rights Issues (“Other Shares Issues”) shall not exceed 50 percent of the total
                     number of issued shares in the capital of the Company excluding treasury shares (as calculated in accordance with
                     paragraph (III) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders
                     of the Company shall not exceed 20 percent, of the total number of issued shares in the capital of the Company excluding
                     treasury shares (as calculated in accordance with paragraph (III) below);

      (II)    the Renounceable Rights Issues and Other Shares Issues shall not, in aggregate, exceed 100 percent of the total number of issued
              shares in the capital of the Company excluding treasury shares (as calculated in paragraph (III) below);

      (III)   (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number
              of shares that may be issued under paragraphs (I)(a) and (I)(b) above, the percentage of issued shares shall be based on the total
              number of issued shares in the capital of the Company excluding treasury shares at the time this Resolution is passed, after
              adjusting for:

              (i)    new shares arising from the conversion or exercise of any convertible securities or shares options or vesting of share
                     awards which are outstanding or subsisting at the time this Resolution is passed; and

              (ii)   any subsequent bonus issue or consolidation or subdivision of shares;

        (IV) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual
             of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of
             Association for the time being of the Company; and

        (V)     (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in
                force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General
                Meeting of the Company is required by law to be held, whichever is the earlier.”

        (See Explanatory Note 1)
94.                                          Meeting the Challenge   Westcomb Financial Group                            Annual Report 2008




                      notice of annual general meeting
7.    authority to issue shares at a discount                                                                                resolution 8

      “That subject to and pursuant to the share issue mandate in the Resolution 7 above being obtained, authority be and is hereby
      given to the Directors to issue new shares other than on a pro rata basis to shareholders of the Company at an issue price per
      new share which shall be determined by the Directors in their absolute discretion provided that such issue price shall not represent
      more than twenty per centum (20%) discount to the weighted average price per share determined in accordance with the provisions
      of the Listing Manual of the SGX-ST”.

      (See Explanatory Note 2)

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 3)

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

BY ORDER OF THE BOARD

Watt Wai Mei
Tan Ping Ping
Company Secretaries

13 April 2009
Annual Report 2008                              Westcomb Financial Group   Meeting the Challenge                                         .95




                      notice of annual general meeting
explanatory notes:-

1.    special Business – item 6 of the agenda

      The Resolution No. 7 proposed in item no. 6 above, if passed, will empower the Directors to issue shares in the capital of the Company
      and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such
      instruments; up to a number not exceeding (i) 100% for Renounceable Rights Issues and (ii) 50% for Other Shares Issues, of which
      up to 20% may be issued other than on a pro rata basis to shareholders, provided that the total number of shares which may be issued
      pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excluding treasury shares) in the capital of the Company. For the
      purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total
      number of issued shares (excluding treasury shares) in the capital of the Company at the time that Resolution No. 7 is passed, after
      adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share option or vesting of share
      awards which are outstanding or subsisting at the time that Resolution No. 7 is passed, and (b) any subsequent bonus issue or
      consolidation or subdivision of shares.

      The authority for undertaking 100% Renounceable Rights Issues is proposed pursuant to the SGX-ST’s news release of 19 February
      2009 which introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers.

2.    special Business – item 7 of the agenda

      The Resolution No. 8 proposed in item no. 7 above, if passed, will empower the Directors of the Company, pursuant to the share
      issue mandate set out in Resolution No. 7, to issue shares other than on a pro rata basis to shareholders of the Company, at a discount
      to the weighted average price of the shares on the SGX-ST for the full market day on which the placement or subscription agreement
      is signed (or if not available, the weighted average price based on the trades done on the preceding market day), exceeding 10% but
      not more than 20%.

      In exercising the authority conferred by Resolution No. 8, the Company shall comply with the requirements of the SGX-ST (unless
      waived by the SGX-ST), all applicable legal requirements and the Company’s Articles of Association. Rule 811(1) of the SGX-ST Listing
      Manual presently provides that an issue of shares must not be priced at more than 10% discount to the weighted average price for
      trades done on the SGX-ST for the full market day on which the placement or subscription agreement is signed (or if not available,
      the weighted average price based on the trades done on the preceding market day).

      The maximum pricing discount of 20% is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which introduced
      further measures to accelerate and facilitate the fund raising efforts of listed issuers.

3.    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 Resolution No. 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. 7
      is passed after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or shares options or
      vesting of share awards which are outstanding or subsisting at the time Resolution 7 is passed and (b) any subsequent bonus issue or
      consolidation or subdivision of shares.
96.                                          Meeting the Challenge   Westcomb Financial Group                             Annual Report 2008




                     notice of annual general meeting
notes:

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

 name                                          address                                                  nriC/                          proportion of
                                                                                                        passport no.                   shareholdings to be
                                                                                                                                       represented by
                                                                                                                                       proxy (%)



*and/or




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 28 April 2009 at 10.00 a.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
 1.        Adoption of the Audited Financial Statements of the Company for the financial year ended 31
           December 2008 together with the Directors’ Report and Independent Auditor’s Report
           thereon.
 2.        Approval of the payment of Directors’ fees of S$156,000 for the financial year ended 31 December
           2008.
 3.        Approval of the payment of Directors’ fees of S$156,000 for the financial year ending 31 December
           2009, to be paid quarterly in arrears.
 4.        Re-election of Mr. Jeyaratnam A/L Tamotharam Pillai as a Director of the Company.
 5.        Re-election of Dato’ Mohammed Azlan Bin Hashim as a Director of the Company.
 6.        Re-appointment of Messrs. PricewaterhouseCoopers LLP as the Auditors.
 7.        Authority to allot and issue shares.
 8.        Authority to issue shares at a discount.
 9.        Authority to offer and grant awards and to issue shares under the Westcomb Financial Group
           Limited Share Plan 2003.


                                                                                                               Total number of shares Held


                                                  Dated this        day of           2009
Signature(s) of Member(s)/Common Seal
* Delete accordingly

imporTanT. Please read notes overleaf
Notes :
1.      Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, 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          ReMUneRAtIon CoMMIttee            sHARe RegIstRAR
Dato’ Mohammed Azlan        Tan Soo Kiat                      Tricor Barbinder Share
Bin Hashim                  (Chairman)                        Registration Services
(Non-Executive Chairman)                                      (A division of Tricor Singapore
                            Dato’ Mohammed Azlan
                                                              Pte. Ltd.)
Lee Joo Hai                 Bin Hashim
(Independent Director)                                        8 Cross Street #11-00
                            Lee Joo Hai
                                                              PWC Building
Tan Soo Kiat
                                                              Singapore 048424
(Independent Director)
                            CoMPAny seCRetARIes
Jeyaratnam A/L
Tamotharam Pillai           Tan Ping Ping                     PRInCIPAL BAnKeRs
(Non-Executive Director)    Watt Wai Mei                      The Bank of East Asia, Limited
Aw Soon Beng                                                  137 Market Street
(Executive Director)                                          Bank of East Asia Building
                            RegIsteReD oFFICe                 Singapore 048943
noMInAtIng CoMMIttee        5 Shenton Way #09-11
                            UIC Building
Tan Soo Kiat                Singapore 068808                  United Overseas Bank Limited
(Chairman)                  T : (65) 6319 4999                80 Raffles Place
                            F : (65) 6227 3936                UOB Plaza
Dato’ Mohammed Azlan
                            www.westcombfinancial.com         Singapore 048624
Bin Hashim
Lee Joo Hai
                            AUDItoRs                          Raiffeisen Zentralbank
                                                              Österreich AG
AUDIt CoMMIttee             PricewaterhouseCoopers LLP
                                                              (RZB - Austria)
                            8 Cross Street #17-00
Lee Joo Hai                                                   Singapore Branch
                            PWC Building
(Chairman)                                                    Asia Pacific
                            Singapore 048424
Dato’ Mohammed Azlan        Audit partner-in-charge:          One Raffles quay
Bin Hashim                  Kwok Wui San                      #38-01 North Tower
                            (Appointed since financial year   Singapore 048583
Tan Soo Kiat
                            2007, 14 August)
our Websites:                                                             Reg. No.: 000G



www.westcombfinancial.com
www.eStockResearch.com




Westcomb Financial group of companies:



WestCoMB CAPItAL Pte LtD                 RAIntRee stRAtegIC               WestCoMB noRtH CHInA
5 Shenton Way #09-07                     ConsULtAnCy LIMIteD              ConsULtAnCy Co. LtD
UIC Building                             5 Shenton Way #09-07             Room 2479 No. 386 qingnian Street,
Singapore 068808                         UIC Building                     Huayang International Building,
T : (65) 6319 4999                       Singapore 068808                 Shenyang P.R. China, PC 110004
F : (65) 6227 3936                       T : (65) 6319 4999               T : 86 24 2318 8051
                                         F : (65) 6220 4894               F: 86 24 2318 8050

WestCoMB seCURItIes Pte LtD              WestCoMB CAPItAL sDn BHD         WestCoMB sHAngHAI
5 Shenton Way #09-08                     Unit 513, Block E                InVestMent ADVIsoRy Co. LtD
UIC Building                             Phileo Damansara 1               Pudong South Road, 855
Singapore 068808                         46350 Petaling Jaya              World Plaza Unit 29-I
T : (65) 6319 4988                       Selangor Darul Ehsan, Malaysia   Shanghai 200120
F : (65) 6220 6632                       T : (02 03) 7956 6188            T : 86 21 6888 6280
                                         F : (02 03) 7958 6122            F : 86 21 6888 6270

RAIntRee VentURes Pte LtD                                                 WestCoMB FInAnCIAL
5 Shenton Way #09-07                                                      gRoUP (HK) LIMIteD
UIC Building                                                              Room 1501,
Singapore 068808                                                          Bank of East Asia Harbour View
T : (65) 6319 4999                                                        56 Gloucester Road
F : (65) 6220 4894                                                        Wanchai, Hong Kong
                                                                          T : 852 3102 1602
                                                                          F : 852 3102 1932

				
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