Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

EV RESOURCES LTD Regulatory Filings 2003

Sep 29, 2003

64887_rns_2003-09-29_f2b0d168-f1e0-4084-9849-4e90b0986e48.pdf

Regulatory Filings

Open in viewer

Opens in your device viewer

Richfield Group Limited

ABN 66 009 144 503

Level 1, 9 Bowman Street, South Perth WA 6151, Australia Telephone: (+61 8) 9367 8133 Facsimile: (+61 8) 9367 8812 Émail: [email protected] Listed on the Australian Stock Exchange

Richcortrk\gkp\083

30 September 2003

Company Announcements Office Australian Stock Exchange

Dear Sir

Annual Report

Attached is the Annual Report for the year ended 30 June 2003 for immediate release to the market.

Yours faithfully

TR Kestel

Company Secretary enc

RICHFIELD GROUP LIMITED (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED)

ABN 66 009 144 503

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2003

RICHFIELD GROUP LIMITED (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) ABN 66 009 144 503

INDEX

Corporate Governance Statement
Directors' Report
Directors' Declaration
Statement of Financial Performance
Statement of Financial Position
Statement of Cash Flows
Notes to and Forming Part of the Accounts
Additional Information For Listed Public Companies
Independent Audit Report

$\sim$

$\zeta$

$\sim$

$\bar{u}$

$\overline{1}$

CORPORATE DIRECTORY

RICHFIELD GROUP LIMITED

(FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED)

ABN 66 009 144 503 (Incorporated in Western Australia)

REGISTERED OFFICE

1st Floor 9 Bowman Street South Perth Western Australia 6151

DIRECTORS

Mr Steven Leigh Pynt Mr Jack Bai Dr Boon Seng Tan Mr Chak Chew Tan Ms Jennifer Poh Choo Lim Mr Kevin Ho Mr Christopher Bai

AUDITORS

Hall Chadwick Chartered Accountants Level 40, BankWest Tower 108 St George's Terrace Perth Western Australia 6000

SHARE REGISTRY

Computershare Level 2, Reserve Bank Building 45 St George's Terrace Perth Western Australia 6000

STOCK EXCHANGE LISTING

The Australian Stock Exchange Limited ASX Code - RCH

CORPORATE GOVERNANCE

The whole of the Board are non-executive directors.

Non-executive directors have the right to seek independent professional advice in furtherance of their duties as Directors as their own expenses.

The Board's vehicle to identify business potential, assessing areas of business risk, implement procedures to develop policies regarding business expansion, and co-ordination of financial resources for business expansion is the Investment Committee. This committee comprises: Mr C.C. Tan as Chairman, Mr Kevin Ho Keng Leng, Mr Jack Bai and Dr Boon S. Tan. Its specific role is to ensure that business expansion is:

  • Of strategic fit to the group;
  • Systematically researched;
  • Profitable; and
  • Within the control of the group.

AUDIT COMMITTEE

At present it is considered that the Company is not at a size to justify a separate audit committee of Board of Directors. All matters that might be dealt with by such a committee are subject to screening at full Board meetings.

The Board of Directors is responsible for the corporate governance of the Company and it recognises and endorses the need for high standards of corporate governance. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders and other stakeholders.

The Board, which comprises seven directors, meets regularly throughout the year to review the performance of the Company against its stated goals and objectives; to identify business opportunities and risks; and to develop Company strategies. It is a Board policy that non-executive Directors have in the furtherance of their duties, reasonable access to professional advice.

The Boards responsibilities include:

  • The establishment of continuous disclosure controls throughout the consolidated entity.
  • The review of all legislative and regulatory obligations, and identification of all business risks.
  • The periodical review of the nomination of external auditors and the adequacy of the existing external audit arrangements.
  • The determination and review of employment contracts for all key personnel.
  • The maintenance of ethical standards and the satisfying of community expectations in respect of its corporate conduct.

Your Directors present their report on the company and its controlled entities (the "Company") for the financial vear ended 30 June 2003.

DIRECTORS

The names of directors in office at any time during or since the end of the year are:

Mr Steven Leigh Pynt Mr Jack Bai GuoJin Mr Ryan Goh (Resigned 26 November 2002) Dr Boon Seng Tan Mr Chak Chew Tan (Appointed 19 November 2002) Mr Kevin Ho Keng Leng (Appointed 19 November 2002) Ms Jennifer Poh Choo Lim (Appointed 19 November 2002) Mr Christopher Bai (Appointed 10 January 2003)

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity, up to 31 December 2002, was through its exclusive agency agreement with DP Computers Pte Ltd involving the importation and distribution of LCD desktops, memory modules and other peripherals.

From 1 January 2003, please refer to Review of Operations section.

OPERATING RESULTS

The consolidated profit/(loss) of the consolidated entity after providing for income tax and eliminating outside equity interests amounted to \$2,988,687 (2002: \$32,622,371 loss).

DIVIDENDS PAID

No dividends were paid during the year. The consolidated entity has not paid or declared a dividend during the period up to the date of this report.

REVIEW OF OPERATIONS

During the year the Company disposed of its investments in DP Computers Pte Ltd, and the computer related business activities has been conducted in Singapore through a 100% controlled entity, Eastern Prime Corporation Pte Ltd.

On 8 January 2003, the Company also completed its recapitalisation with the successful placement of 151,400,000 shares at 1 cent each to raise \$1,514,000 for working capital.

The Company is considering new business opportunities available to it. The Company will report further to shareholders once the board had determined the preferred opportunity or opportunities to be pursued by the Company.

STATE OF AFFAIRS

Significant changes in the state of affairs of the consolidated entity during the financial year were as follows:

The Company placed 151,400,000 shares at 1 cent each to raise \$1,514,000 for working capital.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) DIRECTORS' REPORT (CONT'D)

  • The Company completed a reduction in its share capital by cancelling the paid up share capital of the $\blacksquare$ Company to the extent of \$0.0925 per ordinary share with the reduction, being \$28,978,031 in total, then applied in reduction of the accumulated losses of the Company.
  • December 2002 the Company changed its name from Worldwide Technology Group Limited to Richfield $\blacksquare$ Group Limited.

DIRECTORS' AND EXECUTIVE OFFICERS' EMOLUMENTS

The remuneration structure for executive officers and executive directors seeks to emphasise performance. The emoluments of each director and senior executive officers are as follows:

Directors

Parent Entity

NAME POSITION WAGES SUPERANNUATION DIRECTORS
FEES
OTHER
BENEFITS
TOTAL
Steven Pynt
Boon Seng Tan
Non-Executive Director
19.000
Non-Executive Director
6.540 - 6.540
19.000

$\overline{\phantom{a}}$
6.540
*******
6,540

MEETINGS OF DIRECTORS

During the financial year, four meetings of directors were held. Attendances were:

DIRECTORS' MEETINGS
NUMBER HELD
DURING PERIOD IN
OFFICE
NUMBER
ATTENDED
Steven Leigh Pynt
Jack Bai
Ryan Goh
Boon Seng Tan
Chak Chew Tan
Kevin Ho
Jennifer Poh Choo
Lim
Christopher Bai

In addition there were nine Circular Resolutions signed by each director eligible to vote.

INDEMNIFICATION OF OFFICERS OR AUDITORS

The Company has not, during or since the financial year, in respect of any person who is or has been an officer or Auditor of the company or a related body corporate:

  • indernnified or made any relevant agreement for indernnifying against a liability incurred as an officer, including costs and expenses in successfully defending legal proceedings; or
  • paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings.

INFORMATION ON DIRECTORS

After completing his law degree in 1980, Mr Pynt worked with a law firm for two and a half years before joining a major accounting firm where he worked as a tax consultant. Subsequently, he established his own legal firm that later merged with a medium size Perth firm. Mr Pynt is a consultant with Healy Pynt solicitors, practicing primarily in commercial law. He also serves as Chairman of the Commercial Tribunal.

Interest in shares and options: 8,000 ordinary shares

Mr Jack Bai - Non Executive Director

Mr Jack Bai is a resident of Singapore and has extensive business interests in the region.

Interest in shares: 10,228,734 ordinary shares.

Dr Boon Seng Tan- Non Executive Director

Dr Boon Seng Tan has served as a director of WWT since June 2001. Dr Tan had 5 years of corporate experience in Singapore where he worked for a local bank and an American Bank.

Interest in shares: 50,633 ordinary shares.

Mr Chak Chew Tan - Non Executive Director

Mr Chak Chew Tan is based in Singapore and has significant experience in the international shipping and logistics industries through the Richfield Group of Companies. Mr C.C. Tan established the Richfield Group of Companies in 1984 from where it has developed an extensive network in the international markets. Mr Tan is the Deputy Commissioner of the Government of the Republic of Vanuatu Registry and its Maritime Affairs. Mr Tan is currently the Chairman and Managing Director of the Richfield Group of Companies, which does not include the Company.

Interest in shares: 107,400,000 ordinary shares.

Ms Jennifer Poh Choo Lim - Non Executive Director

Ms Jennifer Poh Choo Lim is based in Singapore and also has extensive experience in the shipping industry. Ms Lim has over 20 years experience in shipping and logistics and her wide experience with the containerised shipping industry is an asset in building a competitive freight system for their international networks in the shipping & logistics business. Ms Lim is currently a director of Richfield Marine Agencies (S) Pte Ltd and Distripark Singapore Pte Ltd.

Interest in shares: 107,400,000 ordinary shares.

Mr Kevin Ho - Non Executive Director

Mr Kevin Ho is based in Singapore and resigned from his position as a Member of the Singapore Exchange (Derivative Trading Division) upon his appointment to the board of the Richfield Group. He has extensive experience in corporate banking and treasury analysis. He is a member of the Global Association of Risk Professionals, a member of the Singapore Technical Analysts Society and an Associate Financial Planner.

Interest in shares: 22,000,000 ordinary shares

Mr Christopher Bai - Non Executive Director

Mr Christopher Bai is a Singapore based businessman. He is in the day to day management of a corrugated paper box manufacturing factory in Singapore.

Interest in shares: 10,066,694 ordinary shares.

Mr Ryan Teik Liang Goh - Non Executive Director (Resigned 26 November 2002)

AFTER BALANCE DATE EVENTS

A Supreme Court hearing took place on Thursday 31 July 2003 in relation to the Company.

Mr C.C. Tan, Mrs J Lim and Mr K Ho and certain shareholders obtained an interlocutory injunction restraining:

    1. The Board from holding a meeting convened by Dr Boon Seng Tan to consider the following matters:
  • 1.1 To remove Mr C.C. Tan as CEO of the Company and replace him with Mr Jack Bai;
  • 1.2 To include the Chairman as another signatory in Party-A of authorised signatories in addition to C.C. Tan and Jennifer Lim on the bank account of the Company for which Party-B signatories are Mr Jack Bai and Boon Seng Tan as bank standing instruction is 2 signatories with one from Party-A and Party-B: and
  • 1.3 To instruct the Company auditors to prepare the Appendix 4E for the Company.
    1. Restraining the Company from holding an extraordinary general meeting pursuant to a requisition received by the Chairman. Steve Pynt that from two (2) Hong Kong companies who are shareholders of the Company namely Asian Tech Investment Ltd and Infolink Ltd of a total 5.55% shareholdings seeking a general meeting to remove and re-elect all the Directors of the Company.

That injunction is in place until the conclusion of the proceedings. Mr Jack Bai and the Chairman are defendants to the proceedings. They deny the allegations made against them. The proceedings have been placed on the Expedited List. The date of the trial is presently unknown.

In September 2003, the company received a creditors statutory demand for payment of \$6,704.70 owing to Steinipreis Paginin. This amount is included in Payables in the Statement of Financial Position.

Other than the above, there are no other matters or circumstances which have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

FUTURE DEVELOPMENTS

Likely developments in the operations of the consolidated entity and the expected results of those operations have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the consolidated entity.

ENVIRONMENTAL ISSUES

The consolidated entity's operations at present are of a nature that it has no significant environmental issues. Nevertheless, it has taken all necessary steps to ensure that its operations are managed in a manner to ensure that it does not breach any environmental regulations.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

$P:3$

P.03

RICHFIELD GROUP LIMITED (ARN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) DIRECTORS' REPORT (CONT'D)

Signed in accordance with a resolution of Board of Directors.

MR STEVEN PYNT CHAIRMAN

$\ddot{\phantom{a}}$

abbe

DR BOON SENG TAN DIRECTOR

DATED at PERTH this 30th day of September 2003.

XACI has been book of contrast and a spectate of the

Page 7

$\overline{1}$

16:84

30/09/03

$Pu$ . $\overline{\mathbf{3}}$

3

PAGE

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) DIRECTORS' REPORT (CONT'D)

Signed in accordance with a resolution of Board of Directors.

MR STEYENZ YNT CHAIRMAN

DR BOON SENG TAN DIRECTOR

DATED at PERTH this 30th day of September 2003.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) DIRECTORS' DECLARATION

The directors of the company declare that:

  • The financial statements and notes, as set out on pages 9 to 34, are in accordance with the Corporations Ι.
  • comply with Accounting Standards and the Corporations Regulations 2001; and $\left(\mathbf{a}\right)$
  • give a true and fair view of the financial position as at 30 June 2003 and of the performance $(b)$ for the year ended on that date of the company and consolidated entity.
  • $\overline{a}$ In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

مناو MR STEVEN CHAIRMAN

DR BOON SENG TAN DIRECTOR

DATED at PERTH this 30th day of September 2003.

$P:1$

P.84

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) DIRECTORS' DECLARATION

The directors of the company declare that:

  • The financial statements and notes, as set out on pages 9 to 34, are in accordance with the Corporations $\mathbf{I}$ .
  • comply with Accounting Standards and the Corporations Regulations 2001; and $(1)$
  • give a true and fair-view of the financial position as at 30 June 2003 and of the performance $(b)$ for the year ended on that date of the company and consolidated entity.
  • In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its $\mathbf{2}$ dobts as and when they become due and payable.

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

MR STEVEN PYNT CHAIRMAN

Alan

DR BOON SENG TAN DIRECTOR

DATED at PERTH this 30th day of September 2003.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503)
(FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) $\bar{1}$ STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2003

NOTE 2003 CONSOLIDATED
2002
2003 PARENT ENTITY
2002
S \$ \$ $\cdot$ S
Revenues from ordinary activities 2 4,907,484 36,288,039 29,213 1,583,059
Changes in inventories of finished goods and
work in progress
(5,362,872) (9,052)
Raw materials and consumables used (828, 869) (36,808,934) (26, 263) (1, 154, 054)
Employee benefits expense (190, 661) (1,074,469) (75, 391) (130, 033)
Depreciation and amortisation expense 3 (280, 663) (4,094,162) (80, 192) (43, 561)
Borrowing costs expense 3 (188, 558) (1,340,166) (1, 345) (3,270)
Other expenses from ordinary activities (447, 414) (20, 340, 823) (194, 520) (29, 399, 033)
Profit/(Loss) from ordinary activities before
income tax expense
Income tax (expense)/benefit
3
4
2,971,319 (32, 733, 387)
103,713
(348, 498) (29, 155, 944)
Profit/(Loss) from ordinary activities after
income tax expense
2,971,319 (32, 629, 674) (348, 498) (29, 155, 944)
Effect of acquisition of subsidiary during the
year
17,368
Net loss attributable to outside equity interests 7,303
Net loss attributable to members of the parent
entity
2,988,687 (32,622,371) (348, 498) (29, 155, 944)
Total changes in equity other than those
resulting from transactions with owners as
owners
2,988,687 (32, 622, 371) (348, 498) (29, 155, 944)
Basic earnings per share (cents per share) 7 0.77 (10.41)

The accompanying notes form part of these financial statements.

$\mathcal{L}^{\pm}$

$\epsilon$ RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003

NOTE CONSOLIDATED
2003
2002
\$
\$
2003
S
PARENT ENTITY
2002
$\cdot$ S
CURRENT ASSETS
Cash Assets 8 1,246,607 145,909 1,234,964 30,519
Receivables 9 17,635 703,824 15,354 29,693
Inventories 10 1,096,672 7,970
TOTAL CURRENT ASSETS 1,264,242 1,946,405 1,250,318 68,182
NON CURRENT ASSETS
Other Financial Assets $\mathbf{11}$ 15,000
Property, Plant & Equipment 13 11,806,040 100,138
Intangible Assets 14 15,379
TOTAL NON CURRENT ASSETS 15,379 11,806,040 15,000 100,138
TOTAL ASSETS 1,279,621 13,752,445 1,265,318 168,320
CURRENT LIABILITIES
Payables 15 267,299 1,556,859 249,495 231,793
Interest Bearing Liabilities 16 10,899,664 11,793
Current Tax Liabilities 17 653,968
TOTAL CURRENT LIABILITIES 267,299 13,110,491 249,495 243,586
NON CURRENT LIABILITIES
Interest Bearing Liabilities 16 5,768,066 23,668
Deferred Tax Liabilities 17 100,452
TOTAL NON CURRENT LIABILITIES 5,868,518 23,668
TOTAL LIABILITIES 267,299 18,979,009 249,495 267,254
NET ASSETS 1,012,322 (5,226,564) 1,015,823 (98, 934)
EQUITY
Contributed Equity 18 8,963,131 36,477,907 8,963,131 36,477,907
Reserves 19 (16, 680) (1,768,548)
Accumulated Losses 20 (7,934,129) (39,900,847) (7, 947, 308) (36, 576, 841)
Parent Entity Interest 1,012,322 (5, 191, 488) 1,015,823 (98, 934)
Outside Entity Interest 21 (35,076)
TOTAL EQUITY 1,012,322 (5,226,564) 1,015,823 (98, 934)

The accompanying notes form part of these financial statements.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2003

NOTE CONSOLIDATED PARENT ENTITY
2003
S
2002
s
2003
S
2002
- \$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 1,978,986 42,805,512 26,438 1,271,849
Payments to suppliers and employees
Interest received
(311, 524)
5,205
(42, 171, 330)
12,582
(175, 575)
5,203
(1,222,164)
1,253
Borrowing costs (188, 558) (1,267,530) (1, 345) (3,290)
Income tax paid (653,968) (52,210)
Net cash provided by/(used in) operating
activities 24(a) 830,141 (672, 976) (145,279) 47,648
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant &
equipment 11,911 732,818 11,911 3,835
Purchase of property, plant & equipment (47,954) (3,711)
Advances to controlled entities
Payment for subsidiary, net of cash acquired
24(b) (15,000) (15,000) (99, 021)
Net cash flows provided by/ (used in)
investing activities
(3,089) 684,864 (3,089) (98, 897)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 1,352,813 1,352,813
Repayment of borrowings (916, 608) (13,984)
Net cash flows provided by/ (used in)
financing activities
1,352,813 (916, 608) 1,352,813 (13,984)
Net increase/(decrease) in cash held 2,179,865 (904, 720) 1,204,445 (65, 233)
Cash relating to subsidiary no longer part of
economic entity 67,928
Cash at beginning of the financial year (933, 258) (106,908) 30,519 95,752
Effect of exchange rates on cash holdings in
foreign currencies 10,442
Cash at end of financial year 8 1,246,607 (933, 258) 1,234,964 30,519

The accompanying notes form part of these financial statements.

the contract and

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The financial report covers the consolidated entity of Richfield Group Limited and controlled entities, and Richfield Group Limited as an individual parent entity. Richfield Group Limited is a listed public company, incorporated in Australia and domiciled in Singapore.

The financial report has been prepared on an accrual basis and is based on historical cost and does not take into account changing money values, or except where stated current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(a) BASIS OF ACCOUNTING

The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the ordinary course of business and on the assumption of sufficient funds becoming available for the operations of the consolidated entity.

(b) INTANGIBLES

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition.

Both purchased goodwill and goodwill on consolidation and intangibles are amortised on a straight line basis over the period of 20 years. The balances are reviewed annually and any balance representing future benefits for which the realisation is considered to be no longer probable are written off.

(c) INCOME TAX

The consolidated entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the loss from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting loss and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

(d) PRINCIPLES OF CONSOLIDATION

A controlled entity is any entity controlled by Richfield Group Limited. Control exists where Richfield Group Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Richfield Group Limited to achieve the objectives of Richfield Group Limited. A list of controlled entities is contained in Note 12 to the financial statements.

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered the consolidated entity during the year, their operating results have been included from the date control was obtained.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(e) PROPERTY, PLANT & EQUIPMENT

Each class of property, plant is equipment are carried at cost or fair value less, where applicable, any accumulated depreciation.

Plant and Equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

CLASS OF FIXED ASSET DEPRECIATION RATE
Leasehold Improvements 2%
Plant and Machinery $10\% - 20\%$
Office Furniture 6% - 20%
Office Equipment 20%
Motor Vehicles $10\% - 30\%$

$(f)$ LEASES

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the consolidated entity are classified as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual values. Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the consolidated entity will obtain ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

(g) INVESTMENTS

Shares in listed companies held as current assets are valued by directors at those shares' market value at each balance date. The gains or losses, whether realised or unrealised, are included in profit from ordinary activities before income tax.

Non-current investments are measured on the cost basis. The carrying amount of non-current investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the quoted market value for listed investments or the underlying net assets for other non-listed investments. The expected net cash flows from investments have not been discounted to their present value in determining the recoverable amounts.

Investment properties are interests in land and buildings in respect of which construction work and development have been completed and which are held for their investment potential. Investment properties are stated at cost. Investment properties are not depreciated except where the unexpired term of the lease is 20 years or less in which case depreciation is provided on the carrying amount over the remaining term of the lease.

(h) INVENTORIES

Inventories are measured at the lower of cost and net realisable value. Costs are assigned on the basis of weighted average cost. Cost of stocks comprises material, labour, and an appropriate portion of fixed and variable overheads. Overheads are applied on the basis of normal operating capacity.

(i) EMPLOYEE ENTITLEMENTS

Provision is made for the company's liability for employee entitlements, where applicable, arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements.

Contributions are made by the consolidated entity to employee superannuation funds and are charged as expenses when incurred.

$(i)$ CASH

For the purpose of the statement of cash flows, cash includes:

  • cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
  • investments in money market instruments with less than 14 days to maturity.

(k) COMPARATIVE FIGURES

Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.

(I) REVENUE

Revenue from the sale of goods or rendering of a service is recognised upon the delivery of goods or the service to the customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established.

All revenue is stated net of the amount of goods and services tax (GST).

(m) BORROWINGS

Borrowings comprise commercial bills, bank loans, bank overdrafts and finance liabilities that are carried at their principal amounts. Interest is expensed as it is incurred except where they are capitalised against qualifying assets.

(n) PAYABLES

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the consolidated entity. Trade payables are usually settled within 30-day terms.

(o) RECEIVABLES

Trade receivables are carried at nominal amounts due less any provision for doubtful debts. A provision for doubtful debts is recognised when collection of the full nominal amount is no longer probable. Trade receivables are usually settled within 30-day terms.

(p) FOREIGN CURRENCY TRANSACTIONS AND BALANCES

Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are converted at the rates of exchange ruling at that date.

The gains and losses from conversion of short-term assets and liabilities, whether realised or unrealised, are included in profit from ordinary activities as they arise.

The assets and liabilities of the overseas controlled entities, which are self-sustaining, are translated at yearend rates and operating results are translated at the rates ruling at the end of each month. Gains and losses arising on translation are taken directly to the foreign currency translation reserve.

Exchange differences arising on hedged transactions undertaken to hedge foreign currency exposures, other than those for the purchase and sale of goods and services, are brought to account in the profit from ordinary activities when the exchange rates change. Any material gain or loss arising at the time of entering into hedge transactions is deferred and brought to account in the profit from ordinary activities over the lives of the hedges.

Costs or gains arising at the time of entering hedged transactions for the purchase and sale of goods and services, and exchange differences that occur up to the date of purchase or sale, are deferred and included in the measurement of the purchase or sale. Gains and losses from speculative foreign currency transactions are brought to account in the profit from ordinary activities when the exchange rate changes.

(q) GOODS AND SERVICES TAX (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

(r) IMPAIRMENT OF ASSETS

The carrying amounts of the consolidated entity's assets, other than stocks, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. An impairment loss in respect of buildings carried at revalued amount is recognised in the same way as a revaluation decrease, in which case it will be charged to equity under the heading asset revaluation reserve. All other impairment losses are recognised in the profit and loss account.

The recoverable amount is the higher of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount or when there is an indication that the impairment loss recognised for the asset no longer exists or decreases. An impairment loss is reversed only to the extent that the assets' carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised. A reversal of an impairment loss in respect of buildings carried at a revalued amount is recognised in the same way as a revaluation increase, in which case it will be credited directly to equity under the heading asset revaluation reserve. All other reversals of impairment are recognised in the profit and loss account.

CONSOLIDATED PARENT ENTITY
2003 2002 2003 2002
S S S S
REVENUE
z.
Operating Activities:
- Revenue from sale of goods 199,805 34,677,011 12,099 1,195,012
- Interest received 5,205 12,950 5,203 1,253
- Other revenue 10,539 20,621 1,130
- Rental revenue 264,884 590,595
- Realised gain on currency translation 1,913 21,829 21,829
- Management fees 360,000
Total Revenue 482,346 35,323,006 17,302 1,579,224
Non-Operating Activities
- Proceeds on disposal of property, plant and equipment 11,911 732,818 11,911 3,835
- Gain on deconsolidation 4,413,227 232,215
4,425,138 965,033 11,911 3,835
Total Revenue 4,907,484 36,288,039 29,213 1,583,059
CONSOLIDATED PARENT ENTITY
2003
S
2002
\$
2003
\$
2002
- \$
3. OPERATING PROFIT/(LOSS)
Profit/(Loss) from ordinary activities before income
tax has been determined after:
(a) EXPENSES
Cost of sales
828,869 42,171,806 26,263 1,163,106
Unrealised loss on currency translation 538,813
Realised loss on currency translation 450,672
Bad and doubtful debts
- trade debtors 12,113 806,955 12,113
- other debtors 2,468,397
- director related parties 5,880,523
- wholly owned subsidiaries 33,037
- partly owned subsidiaries 106,909
12,113 9,155,875 12,113 139,946
Borrowing costs:
Other persons 188,558 1,340,166 1,345 3,270
Depreciation of non-current assets:
- Plant and equipment 276,818 1,213,792 80,192 43,561
Amortisation of non-current assets:
- Leasehold improvements
- Intangibles
- Goodwill on consolidation
3,845 2,880,370
Total amortisation 3,845 2,880,370
Write down of non-current investments to
recoverable amount 28,936,718
Rental expenses on operating leases
- Minimum lease payments 214,549 50,774
(b) REVENUE AND NET GAINS/(LOSSES)
Net gain/(loss) on disposal of non-current assets:
- Property, plant and equipment
- Investments
11,911 (4,007,391) 11,911 (11, 553)

Ľ

. . . . . . . . . . . . . . . . . . . .

CONSOLIDATED
2003
s
2002
S
PARENT ENTITY
2003
S
2002
- S
3. OPERATING LOSS (CONT'D)
(c) SIGNIFICANT EXPENSES
The following significant expense items are
relevant in explaining the financial performance:
Provision for doubtful debts (Note 3(a))
Bad debts written off (Note 3(a))
Building impairment loss
Goodwill written off (Note 3(a))
Write down of non-current investments to
12,113 8,199,059
956,816
1,555,694
2,880,370
12,113 139,946
recoverable amount 28,936,718
Net effect of significant items 12,113 13,591,939 12,113 29,076,664
4. INCOME TAX EXPENSE/(BENEFIT)
The prima facie tax on profit/(loss) from ordinary
activities before tax is reconciled to the income tax as
follows:
(a) Prima facie tax payable on loss from ordinary
activities before tax income at 30% (2001: 34%)
891,395 (9,786,711) (104, 550) (8,747,148)
Tax effect of:
- non-deductible depreciation and amortisation
- other non-allowable items
- foreign company profit not subject to income
84,199
(10,022,588)
864,111
5,890,776
24,058 8,722,999
tax in Australia 5,681,099 (48,207)
Tax losses transferred (3,365,895) (3,031,824) (128, 699) (24, 149)
Future income tax benefits for losses not
recognised
3,365,895 2,928,111 128,699 24,149
Income tax expense/(benefit) attributable to loss
from ordinary activities before income tax
(103, 713)

and the company

CONSOLIDATED PARENT ENTITY
2003
\$
2002
s
2003
\$
2002
$\cdot$ S
5. REMUNERATION AND RETIREMENT BENEFITS
(a) DIRECTORS' REMUNERATION
Income paid of payable to all directors of each
entity in the consolidated entity by the entities of
which they are directors and any related parties
25,540 413,031
Income paid or payable to all directors of the
parent entity by the parent entity and any related
parties
25,540 127,717
Number of parent entity directors whose income
from the parent entity or related entities was
within the following bands:-
$$0 - $9,999$
\$10,000 - \$19,999
\$40,000 - \$49,999
\$70,000 - \$79,999
1
1
2
1
1
1
The name of parent entity directors who have
held office during the financial year are:
Mr Steven Leigh Pynt
Mr Jack Bai Guo Jin
Mr Ryan Goh (resigned 26 November 2002)
Dr Boon Seng Tan
Mr Chak Chew Tan (appointed 19 November
2002)
Mr Kevin HoKeng Leng (appointed 19
November 2002)
Ms Jennifer Poh Choo Lim (appointed 19
November 2002)
Mr Christopher Bai (appointed 10 January 2003)
(b) EXECUTIVE REMUNERATION
Remuneration received or due and receivable by
executive officers of the consolidated entity,
from entities in the consolidated entity and any
related entities for management of the affairs of
the consolidated entity, whose remuneration is
\$100,000 or more
111,513
Remuneration received or due and receivable by
executive officers of the parent entity and any
related entities for management of the affairs of
the parent entity, whose remuneration is
\$100,000 or more
Number of executives whose income was within
the following bands:-
\$110,000 - \$119,999 1

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

$\epsilon$

CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
S
2002
\$
6. AUDITORS' REMUNERATION
Remuneration of the audit of the parent entity for:
- Auditing or reviewing the financial report
- Other services
11,575 33,000
12,500
11,575 33,000
12,500
Remuneration of other auditors of subsidiaries for:
- Auditing or reviewing the financial report of
subsidiaries
- Other services
1,000 23,988 1,000
7. EARNINGS PER SHARE
(a) Weighted average number of ordinary shares
outstanding during the year used in calculation
of basic EPS
385,865,054 313,276,013
(b) Diluted earnings per share is calculated after
classifying all options on issue and all ownership
based remuneration scheme shares remaining
unconverted at 30 June 2002 as potential
ordinary shares. This has not been disclosed as
it is not materially different to basic earnings per
share.
8. CASH ASSETS
Cash on hand
Cash at bank
Deposits at call
17
224,759
1,021,831
7,424
138,485
17
213,116
1,021,831
195
30,324
1,246,607 145,909 1,234,964 30,519
Cash Reconciliation of Cash
Cash at the end of the financial year as shown in the
statement of cash flows is reconciled to items in the
statement of financial position as follows:
Bank overdrafts
1,246,607 145,909
(1,079,167)
1,234,964 30,519
1,246,607 (933, 258) 1,234,964 30,519
CONSOLIDATED PARENT ENTITY
2003
S
2002
\$
2003
S
2002
$-$ S
9.
RECEIVABLES
Current
Trade debtors
Provision for doubtful debts
802,316
(802, 316)
1,349,756
(793, 440)
802,316
(802, 316)
817,261
(790, 203)
556,316 27,058
Other debtors
Provision for doubtful debts - other debtors
Amount receivable from:
15,357 9,816,829
(9,763,938)
15,354 2,635
- Wholly owned subsidiaries
- Provision for doubtful debts-wholly owned
33,037
subsidiaries
- Partly owned subsidiaries
- Provision for doubtful debts - partly owned
(33,037)
106,909
subsidiaries (106, 909)
- Other related parties
- Director related parties
- Provision for doubtful debts - director related
142,223 94,617
5,695,630
139,945
parties (139, 945) (5,695,630) (139, 945)
17,635 703,824 15,354 29,693
10. INVENTORIES
CURRENT
Raw materials and stores at cost
Finished goods at cost
800,380
288,322
1,088,702
Finished goods at net realisable value 7,970 7,970
1,096,672 7,970

$\alpha$ , and $\alpha$ , and $\alpha$ , and $\alpha$

$\Delta\sim 10^5$

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
\$
2002
$-$ \$
11. OTHER FINANCIAL ASSETS
NON CURRENT
Unlisted investments at cost
- shares in controlled entities
Provision for write down to recoverable amount
15,000 28,936,718
(28, 936, 718)
15,000
COUNTRY OF
INCORPORATION 2003
%
PERCENTAGE OWNED
2002
%
12. CONTROLLED ENTITIES
(a) CONTROLLED ENTITIES AND THEIR
CONTRIBUTIONS TO CONSOLIDATED PROFIT
Eastern Prime Corporation Pte Ltd
DP Computers Pte Ltd, at cost
Singapore
Singapore
100 100
WWT Wapworkz Pty Ltd, at cost Australia 50
WWT Distribution (USA) Limited, at cost
(dormant) USA 100
Worldwide Technology Group (Holland) BV, at Netherlands
cost (dormant)
WWT India, at cost (dormant)
India 100
100
WWT Equity Pty Ltd, at cost (dormant) Australia 100
WWT Holdings Pty Ltd, at cost (dormant) Australia 100

(b) GAIN OF CONTROL OVER ENTITIES

On 2 January 2003, the parent entity gained control of Eastern Prime Corporation Limited, a company incorporated in Singapore. The consideration paid on acquisition was \$15,000.

(b) LOSS OF CONTROL OVER ENTITIES

On 30 November 2002, the parent entity disposed its interests in DP Computers Pte Ltd, WWT Wapworkz Pty Ltd, WWT Distribution (USA) Limited, Worldwide Technology Group (Holland) BV, WWT India, WWT Equity Pty Ltd and WWT Holdings Pty Ltd. As a result, a gain on deconsolidation was recognised of \$4,413,227.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503)
(FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

CONSOLIDATED
2003
2002
PARENT ENTITY
2003
2002
S \$ \$ $\cdot$ S
13. PROPERTY, PLANT AND EQUIPMENT
Leasehold building & improvements - at cost
Accumulated depreciation
6,963
(6,963)
12,313,276
(1,922,858)
6,963
(6,963)
6,963
(6,963)
10,390,418
Plant & equipment - at cost
Accumulated depreciation
2,502,050
(1, 395, 147)
1,106,903
Office furniture - at cost
Accumulated depreciation
29,515
(29, 515)
299,865
(182,002)
29,515
(29, 515)
29,516
(4,888)
117,863 24,628
Office equipment - at cost
Accumulated depreciation
69,278
(69,278)
197,892
(117,007)
69,278
(69, 278)
69,278
(29, 324)
80,885 39,954
Motor vehicles - at cost
Accumulated depreciation
149,388
(39, 417)
56,369
(20, 813)
109,971 35,556
Total property, plant and equipment 11,806,040 100,138

$\mathcal{A}^{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}$

LEASEHOLD
IMPROVEMENTS
s
PLANT &
MACHINERY
s
OFFICE
FURNITURE
s
OFFICE
EQUIPMENT
s
MOTOR
VEHICLES
s
TOTAL
Ï
13. PROPERTY, PLANT AND EQUIPMENT
(CONT'D)
(a) MOVEMENTS IN CARRYING AMOUNTS
Movement in the carrying amounts
for each class of property, plant and
equipment between the beginning
and the end of the current financial
year:
Consolidated Entity
Balance at the beginning of year
10,390,418 1,106,903 117,863 80,885 109,971 11,806,040
Additions
Disposals
(19,946) (19,946)
Disposals through loss of control of
entity
(10, 383, 455) (910, 277) (88, 348) (11,607) (64, 459) (11, 509, 276)
Devaluation decrement
Depreciation expense
Net foreign currency movements
arising from self sustaining foreign
(6,963) (196, 626) (29,515) (69, 278) (25, 566) (276, 818)
operations
Carrying amount at the end of year
Parent Entity:
Balance at the beginning of year
Additions
6,963 29,515 69,278 35,556 141,312
Disposals
Depreciation expense
(6,963) (29, 515) (69,278) (9,990)
(25, 566)
(9,990)
(131, 322)
Carrying amount at the end of year
CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
\$
2002
\$
14. INTANGIBLE ASSETS
Goodwill on consolidation
Accumulated amortisation
19,224
(3,845)
2,964,661
(2,964,661)
15,379
15. PAYABLES
CURRENT Trade creditors and accruals
Sundry creditors
42,852
46,368
205,313
1,050,422
25,048
46,368
53,714
Amounts due to directors
Deposit received
Amounts payable to:
- Wholly owned subsidiaries
- Other related parties
178,079 301,124 178,079 178,079
267,299 1,556,859 249,495 231,793

$\hat{\mathcal{A}}$

क्रा

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

$\epsilon$

CONSOLIDATED PARENT ENTITY
2003 2002 2003 2002
\$ \$ \$ $-$ \$
16. INTEREST BEARING LIABILITIES
CURRENT
Secured
Bank overdrafts 1,079,167
Bills payable 9,307,973
Mortgage loans 437,018
Unsecured
Hire Purchase Liability (Note 22) 75,506 11,793
10,899,664 11,793
NON-CURRENT
Secured
Mortgage loans 5,693,017
Unsecured
Hire Purchase Liability (Note 22) 75,049 23,668
5,768,066 23,668
(a) Total current and non-current secured liabilities:
Bank overdraft 1,079,167
Mortgage loans 6,130,035
Bill payable 9,307,973
16,517,175
(b) The carrying amounts of non-current assets
pledged as security are:
Leasehold buildings 10,547,463
Total assets pledged as security 10,547,463
17. TAX LIABILITIES
CURRENT
Income tax 653,968
NON-CURRENT
Provision for deferred income tax
100,452

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
\$
2002
$\cdot$ \$
18. CONTRIBUTED EQUITY
464,676,013 (2002: 313,676,013) fully paid ordinary
shares 8,963,131 36,477,907 8,963,131 36,447,907
(a) ORDINARY SHARES
At the beginning of the reporting period
Shares issued during the year
36,477,907 36,477,907 36,477,907 36,477,907
151,400,000 on 6 January 2003 1,514,000 1,514,000
Share reduction (28,978,031) (28,978,031)
Transaction costs relating to share issues (50, 745) (50, 745)
At reporting date 8,963,131 36,477,907 8,963,131 36,477,907
No. No. No. No.
At the beginning of reporting period
Shares issued during year
313,276,013 313,276,013 313,276,013 313,276,013
- 6 January 2003 151,400,000 151,400,000
At reporting date 464,676,013 313,276,013 464,676,013 313,276,013

At balance date, no share options were outstanding.

30 June 2003

At the 2002 Annual General Meeting, 151,400,000 shares in the company were approved for issue at 1 cent each to raise \$1,514,000 for working capital.

30 June 2002

At the 2001 Annual General Meeting, 13,500,000 options were issued to acquire shares in the company at 12 cents each exercisable on or before 31 December 2002 in accordance with the resolutions approved at the meeting.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held

At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503)
(FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

$\bar{e}$

CONSOLIDATED
2003
\$
2002
S
PARENT ENTITY
2003
\$
2002
- \$
19. RESERVES
Foreign currency translation (16,680) (1,768,548)
(a) FOREIGN CURRENCY TRANSLATION RESERVE
Movement during the year
Opening balance
Adjustment arising from disposal of foreign
controlled entities
Adjustment arising from the translation of
foreign controlled entities' financial statements
(1,768,548)
1,768,548
(16,680)
(967,093)
(801, 455)
Closing balance (16,680) (1,768,548)
The foreign currency translation reserve records
exchange differences arising on translation of a
foreign controlled subsidiary.
20. ACCUMULATED LOSSES
year Accumulated losses at the beginning of the financial
Share reduction
Net loss attributable to members of the company
(39,900,847)
28,978,031
2,988,687
(7,278,476)
(32, 622, 371)
(36, 576, 841)
28,978,031
(348, 498)
(7,420,897)
(29, 155, 944)
Accumulated losses at the end of the financial year (7,934,129) (39,900,847) (7, 947, 308) (36, 576, 841)
21. OUTSIDE EQUITY INTERESTS IN CONTROLLED
ENTITIES
Outside equity interest comprises:
Share capital
Reserves
5,000
Accumulated losses (40,076)
(35,076)
22. CAPITAL AND LEASING COMMITMENTS
HIRE PURCHASE COMMITMENTS
Payable
- not later than 1 year
- later than 1 year but not later than 5 years
85,283
73,809
14,483
14,483
- later than 5 years 17,218 14,554
Minimum lease payments
Less future finance charges
176,310
(25,755)
43,520
(8,059)
Total liability 150,555 35,461

23. STATEMENT OF OPERATING BY SEGMENTS

$\bar{\Gamma}$

During the year, the consolidated entity operated predominantly in one geographical segment being South-East Asia and in one business segment being the computer industry.

CONSOLIDATED PARENT ENTITY
2003
\$
2002
S
2003
\$
2002
S
24. CASH FLOW INFORMATION
(a) RECONCILIATION OF CASH FLOW FROM
OPERATIONS WITH PROFIT/(LOSS) FROM
ORDINARY ACTIVITIES AFTER INCOME TAX
Profit/(Loss) from ordinary activities after
income tax
2,971,319 (32,629,674) (348, 498) (29, 155, 944)
Non-cash flows in loss from ordinary activities
Depreciation and Amortisation 280,663 4,094,162 80,192 43,561
Net loss on disposal of property, plant $\&$
equipment 55,990 4,007,391 (11, 911) 11,553
Doubtful debts 12,114 8,199,059 12,114 139,946
Building impairment loss 1,555,694
Write-down of investments to recoverable
amount 28,936,718
Gain on deconsolidation (4, 413, 227) (232, 215)
Other items 2,184,401 82,813 (360,000)
Changes in assets and liabilities, net of the
effects of purchase and disposal of subsidiaries:
(Increase)/decrease in trade and other debtors 686,192 7,403,310 14,339 53,812
Increase in prepayments and other assets 274,846
(Increase)/decrease in inventories 1,096,672 4,958,640 7,970 9,052
Increase/(decrease) in trade creditors and
accruals (1,289,560) 1,851,734 17,702 368,950
Movement in income taxes payable (653,968) (52,210)
Movement in deferred taxes payable (100, 455) (103, 713)
Cash flows from operations 830,141 (672, 976) (145, 279) 47,648

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

$\mathbf{I}$

CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
Ŝ
2002
- \$
24. CASH FLOW INFORMATION (CONT'D)
(b) ACQUISITION OF BUSINESS
This year 100% of the controlled entity Eastern
Prime Corporation Pte Ltd was acquired.
Details of this transaction are:
Purchase consideration 15,000 15,000
Cash consideration
Cash acquired
15,000 15,000
Cash outflow/(inflow) 15,000 15,000
Assets and liabilities held at acquisition date:
Cash 64,107 64,107
Receivables 917 917
Inventories
Investments
Property, plant and equipment
Creditors & accruals (69, 248) (69, 248)
Interest bearing liabilities
(4,224) (4,224)
Goodwill on consolidation 19,224 19,224
Outside equity interest in acquisitions
15,000 15,000

(c) DISPOSAL OF BUSINESS

This year 100% of the controlled entity DP Computers Pte Ltd was disposed for \$1 for a cash consideration of \$1.

Furthermore, the controlled entities, WWT Wapworkz Pty Ltd, WWT Distribution (USA) Limited, Worldwide Technology Group (Holland) BV, WWT India, WWT Equity Pty Ltd and WWT Holdings Pty Ltd were disposed for Nil consideration.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) $\bar{\psi}$ (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED)
NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

CONSOLIDATED PARENT ENTITY
2003
\$
2002
\$
2003
S
2002
- \$
24. CASH FLOW INFORMATION (CONT'D)
(d) NON-CASH FINANCING AND INVESTING
ACTIVITIES
There were no non-cash financing and investing
activities during the year
(e) CREDIT STANDBY ARRANGEMENTS WITH BANKS
Credit facility
Amount utilised
10,387,140
(10, 387, 140)
Unused credit facility
(f) LOAN FACILITIES
Loan facilities
Amount utilised
6,130,035
(6, 130, 035)
Unused loan facilities
25. RELATED PARTY TRANSACTIONS
stated. Transactions between related parties are on normal
commercial terms and conditions no more favourable
than those available to other parties unless otherwise
Transactions with related parties:
۰ The parent entity has paid rent to Dafei Pty Ltd
for office premises in Adelaide Terrace. Dafei
Pty Ltd is a company owned by Mr William Bai
who is also a director of DP Computers Pte Ltd.
50,774 50,774
۰ DP Computers Pte Ltd made sales to and has
loan amounts due (to)/ from JP Computers Pte
Ltd, a company of which Mr Jack Bai is a
director.
- Sales 45,702
- Purchases 581
- Trade Debtor
- Loan Payable
18,362
(279, 320)
۰ DP Computers Pte Ltd made sales to, purchased
from and has trade amounts due (to)/ from
Megaram Pte Ltd, a company of which Mr Jack
Bai, Mr Christopher Bai and Mr William Bai are
directors and shareholders:
- Sales 16,190,049
- Purchases 1,565
- Loan Receivable 5,695,630
- Provision for doubtful debts (5,695,630)

$\epsilon$ RICHFIELD GROUP LIMITED (ABN 66 009 144 503) (FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED) NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

CONSOLIDATED PARENT ENTITY
2003
Ś.
2002
s
2003
\$
2002
- S
25. RELATED PARTY TRANSACTIONS (CONT'D)
Profession fees paid to Healy Pynt, a firm in
which Mr Steven Pynt is a partner
1,219 1,219
œ Directors and director-related entities hold
directly, indirectly or beneficially as at the
reporting date the following equity interests in
members of the consolidated entity:
- ordinary shares
- options over ordinary shares
257,154,061 31,303,515
45,450,000
257,154,061 31,303,515
45,450,000
۰ DP Computers Pte Ltd made purchases from and
has trade amounts due (to)/ from director related
entity Seng Huat Paper Containers Pte Ltd a
company where Mr Jack Bai, Mr Christopher
Bai and Mr William Bai are directors:
- Sales
117
۰ DP Computers Pte Ltd made purchases from and
has trade amount due (to)/ from director related
entities Seng Huat Packaging Pte Ltd (formerly
known as Seng Ann Paper Pte Ltd and then Seng
Huat Container 1995 Pte Ltd) is a company
where Mr Christopher Bai and Mr Jack Bai are
directors:
- Purchases
1,025
Ë Directors of entities within the consolidated
entity are able, with all staff members, to
purchase goods produced by the consolidated
entity at discounted prices.

Mr Steven Pynt, a director of Richfield Group
Limited, is a director of Bondshaw Holdings Pty $\bullet$ Ltd (Note 29).

RICHFIELD GROUP LIMITED (ABN 66 009 144 503)
(FORMERLY WORLDWIDE TECHNOLOGY GROUP LIMITED)
NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2003

$\sim 10$

$\bar{\Gamma}$

CONSOLIDATED
2003
2002
\$
S
PARENT ENTITY
2002
S
2002
- 5
25. RELATED PARTY TRANSACTIONS (CONT'D)
۳ DP Computers Pte Ltd made sales to and has
trade amounts due from Money Net Pte Ltd, a
company of which Mr Jack Bai and Mr William
Bai are directors:
- Sales
2,905
- Trade Debtors 2,814
DP Computers Pte Ltd, made sales to and had
trade amounts due from Vertical.com Pte Ltd, a
company of which Mr Jack Bai is a director:
- Sales
- Trade Debtors
114
8,918
DP Computers Pte Ltd made sales to, purchased
from and has trade amounts due to WB
Multimedia Pte Ltd, a company of which Mr
William Bai is a director:
- Sales
- Purchases
3,510
42,227
- Trade Creditors (2, 836)
$\blacksquare$ DP Computers Pte Ltd made sales to Allbest
Enterprises a company of which Mr Christopher
Bai is a director:
3,696
۰ DP Computers Pte Ltd made sales to, paid
management fees to and has amounts due (to)/
from Worldwide Technology Group Limited, the
ultimate parent entity:
- Sales 595,563
- Management Fees Paid 360,000
- Amounts Due to 27,445
- Provision for Doubtful Debts (27, 445)
- Amounts due From 178,079

$\alpha$ is an experimental mass

$\mathbb{Z}^2$

26. FINANCIAL INSTRUMENTS

(a) INTEREST RATE RISK

The consolidated entity's exposure to interest rate risks, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, are as follows:

FINNTH
EXHRUB NIS
秋玉目 FLOATING INTEREST IMMORTESS OVIRE305313RS NON-INTEREST
BEAREME
AMOUNT AS PER THE
BALANCE SBLEE
Følslæskkyks EFFECENT WEKHELD
AVERAGE
IN## REIN#
我好拜你
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
N. Ś. s s S S Ň (%) (%)
Financial Assets
$\left( i\right)$
Cash ٠ 138,485 1,246,590 $\overline{\phantom{a}}$ $\sim$ $\cdot$ 17 7,424 1,246,607 145,909 3.00 3.00
Receivables $\bullet$ $\mathbf{r}$ $\mathbf{u}$ $\sim$ 17,365 703.824 17.365 703,824 N/A N/A
Total financial assets $\sim$ 138,485 1,246,590 $\sim$ $\mathbf{u}$ 17,382 711.248 1,263,972 849,733
Financial Liabilities
(ii)
Bank overdraft ٠ 1,079,167 $\overline{a}$ $\cdot$ $\omega$ 267,299 ٠ 267.299 1,079,167 NA. 6
Payables $\blacksquare$ $\cdot$ ۰ ۰ $\sim$ 1,556,859 $\mathbf{v}$ 1,556,859 $\mathbf{r}_\mathrm{c}$ NA
Mortgage Loans $\sim$ $\mathbf{r}$ 437,018 $\omega$ 5,693,017 $\overline{a}$ ۰ $\mathbf{v}$ 6,130,035 $\sim$ 6
Bills Payables $\overline{\phantom{a}}$ ۰ 9.307,973 $\blacksquare$ × ٠ $\omega$ 9.307,973 $\sim$ 7.50
Hire Purchase
liability $\mathbf{r}$ 75,506 $\mathbf{r}$ 75,049 ۰ 150,555 $\mathbf{r}$ 7.12
Total financial
liabilities $\blacksquare$ 1,079,167 $\overline{\phantom{a}}$ 9,820,497 ۰ 5,768,066 267,299 1,556,859 267,299 18,224,589

$(b)$ NET FAIR VALUES

The carrying amount of the financial assets and financial liabilities recorded in the financial statements approximate their fair values.

In view of the significant uncertainties facing the consolidated entity as disclosed in Note $1(a)$ to the financial statements, the fair values of the long-term liabilities are not made as it is not practicable to determine their fair values with sufficient reliability.

$(c)$ CREDIT RISK EXPOSURES

The maximum exposure to credit risk excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the statement of financial position and notes to the financial statements.

27. CAPITAL COMMITMENTS

At balance date, there are no outstanding capital commitments for the parent entity and consolidated entity.

28. EVENTS OCCURRING AFTER BALANCE DATE

There are no other matters or circumstances which have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

29. CONTINGENT LIABILITIES

The company has acted as guarantor for Bondshaw Holdings Pty Ltd ("Bondshaw") to Howard Mortgage -Trust & Permanent Trustee Australia Limited for amounts advanced to Bondshaw of \$913,573.73. This guarantee was signed during the period when the company was trading as Oka Motor Company.

The company's directors have resolved to dissolve the guarantee and has instructed its solicitors to act on its behalf, by issuing a letter to Howard Mortgage Trust & Permanent Trustee Australia Limited advising of the company's intent.

30. COMPANY DETAILS

The registered office of the company is: Richfield Group Limited 1st Floor 9 Bowman Street South Perth WESTERN AUSTRALIA 6151

The principal place of business is:

Richfield Group Limited #08-00 St Andrews Centre 250 Tanjong Pagar Road SINGAPORE 088541

The following additional information is required by the Australian Stock Exchange Ltd in respect of listed public companies only.

$\mathbf{1}$ . SHAREHOLDING

$(a)$ DISTRIBUTION OF SHAREHOLDERS NUMBER $\mathcal{L}$

CATEGORY (SIZE OF
HOLDING)
ORDINARY
$1 - 1.000$
$1,001 - 5,000$
$5,001 - 10,000$ 175
$10,001 - 100,000$
$\overline{100,001}$ – and over
  • $(b)$ The number of shareholdings held in less than marketable parcels is 709.
  • The names of shareholders that have lodged Substantial Shareholders Notices with the Company are as $(c)$ follows:
NAME NO OF FULLY PAID SHARES
Tan Chak Chew 26,850,000
Lim Poh Choo 26,850,000
Eastern Investment Limited 26,850,000
Tan Yen Yen 26,850,000
Kevin Ho Keng Leng 22,000,000
Jack Guo Jin Bai 15,128,734

$(d)$ Voting Rights

At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

$(e)$ 20 Largest Shareholders - Ordinary Shares

NAME NUMBER OF % HELD OF
ORDINARY ISSUED
FULLY PAID ORDINARY
SHARES HELD CAPITAL
1. Tan Chak Chew 26,850,000 5.78%
$\overline{2}$ . Lim Poh Choo 26,850,000 5.78%
$\overline{3}$ . Eastern Investment Limited 26,850,000 5.78%
4. Tan Yen Yen 26,850,000 5.78%
5. Kevin Ho Keng Leng 22,000,000 4.73%
6. Infolink Limited 12,600,000 2.71%
7. Zhenyang Bai 11,000,000 2.37%
$\overline{\mathbf{8}}$ . Hesey Pte Ltd 10,500,000 2.26%
9. Guat Hua Teo 10,200,000 2.20%
10. Guojin Bai 10,066,734 2.17%
ĪΤ. Guobao Bai 9,998,194 2.15%
$\overline{12}$ . Guocai Bai 9,998,194 2.15%
$\overline{13}$ . Pek San Lam 9,300,000 2.00%
14. Meow Lan Low 9,000,000 1.94%
$\overline{15}$ . Asian Tech Investments Limited 8,400,000 1.81%
16. Zheng Cong Bai 8,000,000 1.72%
17. Sor Tin Er 8,000,000 1.72%
18. Everstar Technology Limited 8,000,000 1.72%
19. Swee Kiat Ong 8,000,000 1.72%
20. Chian Hue Teo 8,000,000 1.72%
  • $2.$ The name of the company secretary is Mr Ross Kestel.
  • $\overline{3}$ . The address of the registered office in Australia is:

1st Floor 9 Bowman Street South Perth WA 6151

$\overline{4}$ . Registers of Securities are held at the following addresses:

Computershare Investor Services Level 2, 45 St George's Terrace Perth WA 6000

  1. Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company shares of the company on all Member Exchanges of the Australian Stock Exchange Limited.

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF RICHFIELD GROUP LIMITED

SCOPE

We have audited the financial report of Richfield Group Limited and controlled entities for the financial year ended 30 June 2003 as set out on pages 8 to 34.

The financial report includes the consolidated financial statements of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year. The company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the company.

Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the company's and the consolidated entity's financial position and performance as represented by the results of their operations and their cash flows.

The audit opinion expressed in this report has been formed on the above basis.

AUDIT OPINION

In our opinion, the financial report of Richfield Group Limited is in accordance with:

  • the Corporations Act 2001, including: $(a)$
  • giving a true and fair view of the company's and consolidated entity's financial $\ddot{\textbf{u}}$ position as at 30 June 2003 and of their performance for the year ended on that date; and
  • complying with Accounting Standards in Australia and the Corporations $(ii)$ Regulations 2001; and
  • $(b)$ other mandatory professional reporting requirements in Australia.

Hall Chadeile

HALL CHADWICK Chartered Accountants

DATED at PERTH this 30th day of September 2003

MAURICE L ANGHIE Partner

lavel 40 Level au
BankWest Tower
108 St George's Terrace Perth ANOD .
Western Australia

GPO Box W2106
PERTH WA 6846

Telephone:(08) 9320 2888
Facsimile: (08) 9320 2999
Email: hopetinfo@hall
chadwick.com.au
www.hallchadwick.com.au

Other firms in: Sydney
Melbourne
Brisbane Colins Adelaíde

Hall Chadwick Perth Services

  • · Taxation Planning and Advice
  • · Audit
  • Business Valuation and Expert's Reports
  • · Business Improvement Planning
  • · Monagement Accounting
  • Corporate Finance and eshucturing
  • * Property Industry Advice
  • · Information Technology Advice
  • · Business Recovery and nsolvency

National Association Hall Chadwick

International Association AGN International

Associations of Independent Firms