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 EMAIL: [email protected] LISTED ON THE AUSTRALIAN STOCK EXCHANGE

22 September 2004 richcor/trk/394

Australian Stock Exchange Limited Company Announcements Office

Dear Sir

Notice of Annual General Meeting

Attached are the following documents;

$\mathbf{1}$ . Notice of Annual General Meeting and Proxy Form
$\overline{2}$ . Annual Report for year ended 30 June 2004
1. Explanatory Memorandum
1. Independent Expert's Report
1. Independent Expert's Report

These documents will be sent to shareholders within 1 week.

Yours sincerely

Ross Kestel (Company Secretary)

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

NOTICE OF ANNUAL GENERAL MEETING PROXY FORM

This Notice of Annual General Meeting should be read in its entirety. If members are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

This Annual General Meeting of the Shareholders of Richfield Group Limited will be held at the Matilda Bay Room, Hyatt Regency Perth Hotel, 99 Adelaide Terrace Perth in Western Australia, at 3.00 pm on Wednesday 27 October 2004.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the time and place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

Return the proxy form (by post or delivery) to the Company's Registered Office at Level 1, 9 Bowman $\bullet$ Street, South Perth in Western Australia; or
$\bullet$ Send the proxy by facsimile to (08) 9367 8812.

So that it is received not later than 3.00 pm (WST) on 25 October 2004.

Your proxy form is enclosed.

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

NOTICE OF ANNUAL GENERAL MEETING

Richfield Group Limited gives notice that its Annual General Meeting of members will be held at the Matilda Bay Room, Hyatt Regency Perth Hotel, 99 Adelaide Terrace, Perth in Western Australia, at 3.00 pm on Wednesday 27 October 2004.

AGENDA

BUSINESS

Accounts and Reports

To receive and consider the Financial Reports of the Company and the consolidated entity for the financial vears ended 30 June 2003 and 2004 and the reports of the Directors and Auditor thereon.

1. AMENDMENT TO CONSTITUTION

To consider and, if thought fit, pass the following, as a special resolution:

"That subject to the passage of Resolutions 4 and 5, the constitution of the Company be amended by amending article 9.2 of the Constitution by inserting the following at the end of that article:

"...permitted by law including, but not limited to, distributing to Members securities of any other body corporate"."

Short Explanation: This will allow the Company to complete the transactions contemplated by this Notice of Meeting.

$\overline{2}$ . RE-ELECTION OF DIRECTOR

To consider and, if thought fit, pass the following, as an ordinary resolution:

Mr Jack Bai retires by rotation in accordance with the requirements of the Company's Constitution and the provisions of the Corporations Act and being eligible offers himself for re-appointment.

"That Mr Jack Bai be re-appointed as a director of the Company.

Short Explanation: Mr Jack Bai has been a director of the Company for in excess of 3 years and is presented for re-election in accordance with the rotation requirements of the Company's Constitution

3. ELECTION OF DIRECTOR

To consider and, if thought fit, pass the following, as an ordinary resolution:

Mr Christopher Bai being appointed during the year retires in accordance with the provisions of the Company's Constitution and the Corporations Act and being eligible offers himself for re-appointment.

"That Mr Christopher Bai be appointed a director of the Company".

Short Explanation: Mr Christopher Bai has been appointed as a director by the Board of the Company during the past year and is required to retire and being eligible has offered himself for election.

4. ACQUISITION OF RICHFIELD MARINE AGENCIES (S) PTE LTD

To consider and, if thought fit, pass the following, as an ordinary resolution:

"That, subject to the passage of Resolutions 1 and 5, pursuant to and in accordance with Listing Rule 10.1 and 10.11 and section 208of the Corporations Act and for all other purposes, the Shareholders approve the agreement dated 18August 2004 whereby Richfield Shipping Pty Ltd, a wholly owned subsidiary of the Company, will acquire the whole of the issued capital of Richfield Marine Agencies (S) Pte Ltd ("RMA") for the issue of 46,226,100 shares in Richfield Shipping Pty Ltd at \$0.20 each to Chak Chew Tan and Poh Choo Lim, directors of the Company.

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of shares to a director (or entities controlled by a director) requires prior shareholder approval. Chak Chew Tan and Poh Choo Lim are directors of the Company.

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13 and section 224 of the Corporations Act, the Company will disregard any votes cast on this resolution by Chak Chew Tan and Poh Choo Lim and any of their associates who are to receive shares on the passing of the resolution.

However, the Company need not disregard a vote if:

it is cast by that person (excluded from voting) as proxy, appointed in writing for a person who is entitled to vote, in accordance with the directions on the proxy form and is not cast on behalf of a person (excluded from voting) or their associates; or
it is cast by a person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. REDUCTION OF CAPITAL

To consider and, if thought fit, pass the following, as an ordinary resolution:

"That, subject to the passage of Resolutions 1 and 4, and for the purposes of Sections 256C(1) of the Corporations Act, the ASX Listing Rules and the Company's Constitution and for all other purposes, the net assets of the Company be reduced by the Company making a pro rata in specie capital distribution of 4,646,760 fully paid ordinary shares in Richfield Shipping Pty Ltd to all of the holders of fully paid ordinary shares in the capital of the Company on the record date and otherwise on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

Short Explanation: Under the Corporations Act and the ASX Listing Rules the Company must seek Shareholder approval by ordinary resolution to an equal distribution of capital. Please refer to the Explanatory Memorandum for details.

OTHER BUSINESS

To consider any other business that may be brought forward in accordance with the constitution of the Company or the law.

Date 22 September 2004

By order of the Board

Ross Kestel Company Secretary

NOTES

$\mathbf{1}$ . A shareholder of the Company entitled to attend and vote is entitles to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy may, but need not be a shareholder of the Company.
$2.$ Where a voting exclusion applies, the Company need not disregard a vote is it is cast by a person excluded from voting as proxy for a person who is entitles to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
$3.$ In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. This date is 3.00 pm (WST) on 25 October 2004.

RICHFIELD GROUP LIMITED ABN 66 009 144 503

Fax number (08) 9367 8812

PROXY FORM

(Name and address of member or joint members)

Appoints

[Name and address of proxy] or failing that person or, if no person is named, the Chairman of the meeting to vote as directed below, or, if no directions are given, as the proxy or the Chairman sees fit, at the Annual General Meeting of the Company to be held at the Matilda Bay Room, Hyatt Regency Perth Hotel, 99 Adelaide Terrace Perth in Western Australia, at 3.00 pm on 27 October 2004 (and at any adjournment of that Meeting). Note: In relation to undirected proxies the Chairman intends to vote in favour of all Resolutions

Note: If you do not wish to direct your proxy how to vote, please place a mark $(X)$ in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Business

Resolution		For	Against	Abstain
	Amendment to Constitution
	Re-Election of Mr Jack Bai as Director
3	Election of Mr Christopher Bai as a Director
4	Acquisition of Richfield Marine Agencies (S) Pte Ltd
5	Reduction of Capital

Appointment of a second proxy

If appointing a second proxy, state the percentage of your voting rights applicable to the proxy appointed by this form.

$\%$

Date ____________________________________

Signatures of member, joint members or attorney

Member, Attorney or Joint Member 1

Joint Member 2 or Attorney

Executed by Company member

EXECUTED by [name of party]:

Signature of director

Signature of director/secretary

Name

EXECUTED by [name of party], by its sole director and sole company secretary:

Signature of sole director and sole company
secretary

Name

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2004

RICHFIELD 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

CORPORATE DIRECTORY

RICHFIELD GROUP LIMITED

ABN 66 009 144 503 (Incorporated in Western Australia)

REGISTERED OFFICE

$1^st$ Floor 9 Bowman Street South Perth Western Australia 6151

DIRECTORS

Mr Steven Leigh Pynt Mr Jack Bai

Mr Chak Chew Tan Ms Jennifer Poh Choo Lim

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

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Richfield Group Limited support the principles of corporate governance. The Company has engaged an independent consultant to prepare, in conjunction with the Board, a number of Policies, the format of which follows the Australian Stock Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (The Recommendations). In accordance with the Council's recommendations, the Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the Company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed, together with the reasons for the departure. The Corporate Governance Statement will be structured with reference to the Corporate Governance Council's principles and recommendations, which are as follows:

Principle 1.	Lay solid foundations for management and oversight
Principle 2.	Structure the Board to add value
Principle 3.	Promote ethical and responsible decision making
Principle 4.	Safeguard integrity in financial reporting
Principle 5.	Make timely and balanced disclosure
Principle 6.	Respect the rights of shareholders
Principle 7.	Recognise and manage risk
Principle 8.	Encourage enhanced performance
Principle 9.	Remunerate fairly and responsibly
Principle 10.	Recognise the legitimate interests of stakeholders

Because of the size of the Board and the level of activity of the Company, the Board is yet to adopt the Policies being developed for it. Consideration has been given to each of the principles and recommendations above and the Board will ensure the necessary policies are adopted by 31 December 2004.

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 task is to identify business potential, assessing areas of business risk, implements procedures to develop policies regarding business expansion, and co-ordination of financial resources for business expansion. 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 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.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) DIRECTORS' REPORT

Your Directors present their report on the company and its controlled entities (the "Company") for the financial year ended 30 June 2004.

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

Dr Boon Seng Tan (Appointed 13 July 2001 and Resigned 4 March 2004) Mr Chak Chew Tan (Appointed 19 November 2003) Mr Kevin Ho Keng Leng (Appointed 19 November 2003 and resigned 4 March 2004) Ms Jennifer Poh Choo Lim (Appointed 19 November 2003) 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 Company did not carry on a business during the year. A number of investment opportunities in the IT industry have been reviewed.

For further details, 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 (2003: \$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 continued to look for opportunities for expansion in the IT industry. Subsequent to year end, the Company announced that is had entered into a Memorandum of Understanding to purchase 51.8% of the Singapore based hardware consultancy and IT education and training institution Advanz Data Solutions Pte Ltd. At the date of this report, due diligence on the acquisition is continuing.

Mr C.C. Tan, a director of Richfield Group Ltd and the majority shareholder of Richfield Group of Companies in Singapore, has submitted a proposal to the Board of Directors of Richfield Group Ltd.

The proposal is for C.C.Tan being the majority owner of Richfield Marine Agencies (S) Pte Ltd ("RMA") reversing 100% of RMA into Richfield Group's wholly owned subsidiary Richfield Shipping Ltd.

This would ensure that C.C.Tan gains majority control of Richfield Shipping Ltd so that the Company can commence active business operation as soon as possible with a view to listing on the ASX and Richfield Group Limited to continue to look for opportunities and new developments in the IT industry.

For further details on this transaction refer to After Balance Day Events below.

STATE OF AFFAIRS

There have been no significant changes in the state of affairs of the consolidated entity during the financial $\blacksquare$ year.

DIRECTORS' AND EXECUTIVE OFFICERS' EMOLUMENTS

The emoluments of each director and senior executive officers are as follows: No emoluments were paid to the directors in 2004 Directors

Parent Entity

2003

NAME	POSITION	WAGES	SUPERANNUATION	DIRECTORS FEES	OTHER BENEFITS	Тотаl
Steven Pynt	Non-Executive Director			6.540		6,540
Boon Seng Tan	Non-Executive Director	19.000				19.000

		19,000		6.540	-	25.540
		___	The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract	.		.

MEETINGS OF DIRECTORS

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

	DIRECTORS' MEETINGS
	NUMBER HELD	NUMBER
	DURING PERIOD IN	ATTENDED
	OFFICE
Steven Leigh Pynt		5
Jack Bai		5
		S
Boon Seng Tan		S
Chak Chew Tan		S
Kevin Ho		۲
Jennifer Poh Choo		ς
Lim
Christopher Bai

In addition there were two 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:

indemnified or made any relevant agreement for indemnifying 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

Mr Steven Leigh Pynt - Chairman

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 Partner with McDonald 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.

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 establish the Richfield Group of Companies in 1984 from where it has developed an extensive network in the international markets. Plans are afoot to open its Australian offices in the near future upon gaining support in the restructuring of the Company. 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.

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 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.

Dr Boon Seng Tan - Non Executive Director (Resigned 4 March 2004) Mr Kevin Ho - Non Executive Director (Resigned 4 March 2004)

AFTER BALANCE DATE EVENTS

On the 27 July 2004 the Company advised the ASX that it had entered into a Memorandum of Understanding with Advanz Data Solutions Pte Ltd ("Advanz") whereby Richfield will acquire 51.8% of the issued capital of Advanz. At the date of this Report, due diligence is still being conducted on Advanz.

On the 31 August 2004 the Company advised the ASX that it's wholly owned subsidiary, Richfield Shipping Pty Ltd ("Richfield Shipping") has entered into a conditional agreement with Richfield Marine Agencies (S) Pte Ltd ("Richfield Marine") to acquire 100% of the issued share capital of Richfield Marine, a company incorporated in Singapore. The consideration for the proposed acquisition is the issue 46,226,100 shares in Richfield Shipping at \$0.20 each to the shareholders of Richfield Marine being Chak Chew Tan and Poh Choo Lim, both of whom are Directors of Richfield Group.

The Company proposes, following the acquisition of Richfield Marine, to undertake a restructure by ultimately splitting the separate business activities and assets of the Company into two separate Australian Stock Exchange Limited (ASX) listed entities by a de-merger process. This will result in the entities having a separate focus with:

$(a)$ Richfield Group continuing in the technology industry; and
$(b)$ Richfield Shipping conducting a Singapore based shipping and logistics business following the acquisition of Richfield Marine.

Completion under the agreement will only occur if and when the following conditions are satisfied:

$(a)$ due diligence
$(b)$ no material adverse event
obtaining of necessary approvals including shareholder approval. $\left( \text{c} \right)$
$(d)$ in specie distribution of Richfield Shipping Shares by the Company.
$(e)$ admission of Richfield Shipping to the ASX Official List
$(1)$ completion of the capital raising by Richfield Shipping.

A Meeting of Shareholders is to be held in late October to approve the transaction

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.

Signed in accordance with a resolution of the Board of Directors.

MR JACK BAI CEO/MANAGING DIRECTOR

DATED at SINGAPORE this 16 day of September 2004

The directors of the company declare that:

$\overline{2}$ . The financial statements and notes, as set out on pages 9 to 34, are in accordance with the Corporations Act 2001:
$(a)$ comply with Accounting Standards and the Corporations Regulations 2001; and
$(b)$ give a true and fair view of the financial position as at 30 June 2004 and of the performance for the year ended on that date of the company and consolidated entity.
1. 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 Board of Directors.

MR JACK BAI CEO/MANAGING DIRECTOR

DATED at SINGAPORE this 16 day of September 2004

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004

	NOTE	CONSOLIDATED 2004	2003	PARENT ENTITY 2004	2003
		\$	\$	\$	\$
Revenues from ordinary activities	$\overline{2}$	5,029	4,907,484	5,029	29,213
Changes in inventories of finished goods and work in progress
Raw materials and consumables used			(828, 869)		(26, 263)
Employee benefits expense			(190, 661)		(75, 391)
Depreciation and amortisation expense	3	(15,379)	(280, 663)		(80, 192)
Borrowing costs expense	3		(188, 558)		(1, 345)
Other expenses from ordinary activities	3	(329,095)	(447, 414)	(332, 975)	(194, 520)
Profit/(Loss) from ordinary activities before income tax expense Income tax (expense)/benefit	3 4	(339, 445)	2,971,319	(327, 946)	(348, 498)
Profit/(Loss) from ordinary activities after income tax expense		(339, 445)	2,971,319	(327, 946)	(348, 498)
Effect of acquisition of subsidiary during the year			17,368
Net loss attributable to outside equity interests
Net loss attributable to members of the parent entity		(339, 445)	2,988,687	(327, 946)	(348, 498)
Total changes in equity other than those resulting from transactions with owners as owners		(339, 445)	2,988,687	(327, 946)	(348, 498)
Basic earnings per share (cents per share)	7	(0.07)	0.77

The accompanying notes form part of these financial statements.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2004

	NOTE	2004	CONSOLIDATED PARENT ENTITY 2003 2004		2003
		\$	\$	\$	\$
CURRENT ASSETS
Cash Assets	$\bf 8$	880,798	1,246,607	592,354	1,234,964
Receivables	9	27,285	17,635	27,285	15,354
Inventories	10
TOTAL CURRENT ASSETS		908,083	1,264,242	619,639	1,250,318
NON CURRENT ASSETS
Other Financial Assets	11			303,444	15,000
Property, Plant & Equipment	13	8,181		8,181
Intangible Assets	14		15,379
TOTAL NON CURRENT ASSETS		8,181	15,379	311,625	15,000
TOTAL ASSETS		916,264	1,279,621	931,264	1,265,318
CURRENT LIABILITIES Payables	15	243,387	267,299	243,387	249,495

TOTAL CURRENT LIABILITIES		243,387	267,299	243,387	249,495
TOTAL LIABILITIES		243,387	267,299	243,387	249,495
NET ASSETS		672,877	1,012,322	687,877	1,015,823
EQUITY
Contributed Equity	16	8,963,131	8,963,131	8,963,131	8,963,131
Reserves	17	(16,680)	(16, 680)
Accumulated Losses	18	(8,273,574)	(7,934,129)	(8,275,254)	(7,947,308)
Parent Entity Interest		672,877	1,012,322	687,877	1,015,823
TOTAL EQUITY		672,877	1,012,322	687,877	1,015,823

The accompanying notes form part of these financial statements.

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2004

	NOTE	CONSOLIDATED		PARENT ENTITY
		2004 \$	2003 S	2004 \$	2003 \$
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Borrowing costs Income tax paid		(379, 019) 5,029	1,978,986 (311,524) 5,205 (188, 558) (653,968)	(351,014) 5,029	26,438 (175, 575) 5,203 (1, 345)
Net cash provided by/(used in) operating activities	20(a)	(373,990)	830,141	(345,985)	(145,279)
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant $\&$ equipment Purchase of property, plant & equipment Investments/Advances to controlled entities Payment for subsidiary, net of cash acquired Net cash flows provided by/ (used in) investing activities	20(b)	8,181 8,181	11,911 (15,000) (3,089)	(8,181) (288, 444) (296, 625)	11,911 (15,000) (3,089)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Repayment of borrowings			1,352,813		1,352,813
Net cash flows provided by/ (used in) financing activities			1,352,813		1,352,813
Net increase/(decrease) in cash held		(365, 809)	2,179,865	(642, 610)	1,204,445
Cash relating to subsidiary no longer part of economic entity
Cash at beginning of the financial year		1,246,607	(933, 258)	1,234,964	30,519
Effect of exchange rates on cash holdings in foreign currencies
Cash at end of financial year	8	880,798	1,246,607	592,354	1,234,964

The accompanying notes form part of these financial statements.

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.

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.

(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.

(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.

(1) 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 recognized 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 recognized 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 recognized 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 recognized 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 recognized 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 recognized 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
	2004 \$	2003 \$	2004 \$	2003 \$
REVENUE 2.
Operating Activities:
- Revenue from sale of goods		199,805		12,099
- Interest received	5,029	5,205	5,029	5,203
- Other revenue		10,539
- Rental revenue		264,884
- Realised gain on currency translation		1,913
- Management fees
Total Revenue	5,029	482,346	5,029	17,302
Non-Operating Activities
- Proceeds on disposal of property, plant and equipment		11,911		11,911
- Gain on deconsolidation		4,413,227
		4,425,138		11,911
Total Revenue	5,029	4,907,484	5,029	29,213

		CONSOLIDATED 2004	2003	PARENT ENTITY 2004	2003
		\$	Ś.	\$	\$
3.	OPERATING PROFIT/(LOSS)
	Profit/(Loss) from ordinary activities before income tax has been determined after:
	(a) EXPENSES Cost of sales		828,869		26,263
	Unrealised loss on currency translation
	Realised loss on currency translation	167,468		167,468
	Bad and doubtful debts - trade debtors		12,113		12,113
	- other debtors
	- director related parties
	- wholly owned subsidiaries - partly owned subsidiaries
		167,468	12,113	167,468	12,113
	Borrowing costs:
	Other persons		188,558		1,345
	Depreciation of non-current assets:
	- Plant and equipment		276,818		80,192
	Amortisation of non-current assets: - Leasehold improvements
	- Intangibles
	- Goodwill on consolidation	15,379	3,845
	Total amortisation	15,379	3,845
	Write down of non-current investments to
	recoverable amount
	Rental expenses on operating leases
	- Minimum lease payments
	(b) REVENUE AND NET GAINS/(LOSSES) Net gain/(loss) on disposal of non-current assets:
	- Property, plant and equipment - Investments		11,911		11,911

		CONSOLIDATE Đ 2004 \$	PARENT ENTITY 2003 \$	2004 \$	2003 \$
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 $3(a)$ )		12,113		12,113
	Bad debts written off (Note $3(a)$ )
	Professional Fees	60,258 15,379		60,258
	Goodwill written off (Note $3(a)$ ) Write down of non-current investments
	to recoverable amount
	Net effect of significant items	75,637	12,113	60,258	12,113
4.	INCOME TAX EXPENSE/(BENEFIT)
	The prima facie tax on proft/(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% (2003: 30%)	(101, 834)	891,395	(98, 384)	(104, 550)
	Tax effect of:
	- Permanent differences	4,614	84,199		24,058
	- Timing differences	287		287
	- Consolidation adjustment		(1,047,069)
	- foreign company profit/(loss) not subject to income tax in Australia Estimated Future income tax benefits for		(48,207)		(48,207)
	losses not recognized	96,933	120,302	98,097	128,699
	Income tax expense/(benefit) attributable to loss from ordinary activities before income tax
	Future income tax benefit arising from tax losses of a consolidated entity not brought to account at balance date as
	realisation of the benefits is not regarded as virtually certain	421,094	324,161	226,796	128,699

5. REMUNERATION AND RETIREMENT BENEFITS

(a) PARENT ENTITY DIRECTORS' REMUNERATION

The name of parent entity directors who have held office during the financial year are:

Mr Steven Leigh Pynt Mr Jack Bai Guo Jin

Dr Boon Seng Tan (appointed 31 July 2001 and resigned on 4 March 2004) Mr Chak Chew Tan (appointed 19 November 2003) Mr Kevin HoKeng Leng (appointed 19 November 2003 and resigned on 4 March 2004) Ms Jennifer Poh Choo Lim (appointed 19 November 2003) Mr Christopher Bai (appointed 10 January 2003)

2004

No remuneration was paid or payable to parent entity Directors in 2004.

2003

NAME	POSITION	WAGES	SUPERANNUATION	DIRECTORS	OTHER	Тотаl
				FEES	BENEFITS
Steven Pynt	Non-Executive Director	$\overline{\phantom{a}}$		6.540		6,540
Boon Seng Tan	Non-Executive Director	19,000				19.000

		19,000		6,540		25.540
		نسائسا تسائسا تسائسا	لسائسا تسائسا تسائسا	________		كالمناسبا لسالمنا لمناسبات

(b) EXECUTIVE REMUNERATION No remuneration was paid or payable to specified Directors for 2003 and 2004.

	CONSOLIDATED 2004 \$	2003 \$	PARENT ENTITY 2004 \$	2003 \$
AUDITORS' REMUNERATION 6.
Remuneration of the audit of the parent entity for: - Auditing or reviewing the financial report - Other services	11,000 1,000	11,575	11,000 1,000	11,575
Remuneration of other auditors of subsidiaries for: - Auditing or reviewing the financial report of subsidiaries - Other services		1,000		1,000
7. EARNINGS PER SHARE
Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS	464,676,013	385,865,054	464,676,013	385,865,054
8. CASH ASSETS
Cash on hand Cash at bank Deposits at call	17 314,862 565,919 880,798	17 224,759 1,021,831 1,246,607	17 26,418 565,919 592,354	17 213,116 1,021,831 1,234,964
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: Cash Bank overdrafts	880,798	1,246,607	592.354	1,234,964
	880,798	1,246,607	592,354	1,234,964

	CONSOLIDATED		PARENT ENTITY
	2004 \$	2003 \$	2004 \$	2003 \$
9. RECEIVABLES
CURRENT
Trade debtors Provision for doubtful debts	802,316 (802, 316)	802,316 (802, 316)	802,316 (802,316)	802,316 (802, 316)

Other debtors	27,285	15,357	27,285	15,354
Provision for doubtful debts - other debtors Amount receivable from:
- Wholly owned subsidiaries - Provision for doubtful debts- wholly owned
subsidiaries
- Partly owned subsidiaries - Provision for doubtful debts - partly owned
subsidiaries
- Other related parties - Director related parties		142,223		139,945
- Provision for doubtful debts - director related parties	ä	(139, 945)		(139, 945)
	27,285	17,635	27,285	15,354
10. INVENTORIES
CURRENT
Raw materials and stores at cost Finished goods at cost


Finished goods at net realisable value

..........

.........

$\equiv$

	CONSOLIDATED PARENT ENTITY
	2004 \$	2003 \$	2004 \$	2003 S
11. OTHER FINANCIAL ASSETS
NON CLERRENT
Unlisted investments at cost
- shares in controlled entities			115,010	15,000
Loans to Controlled Entities			188,434
Provision for write down to recoverable amount
			303,444	15,000
	COUNTRY OF
	INCORPORATION		PERCENTAGE OWNED
			2004 %	2003 %
12. CONTROLLED ENTITIES
(a) CONTROLLED ENTITIES
Richfield Shipping Pty Ltd		Australia	100	100
Eastern Prime Corporation Pte Ltd		Singapore	100	100

	CONSOLIDATED		PARENT ENTITY
	2004 \$	2003 \$	2004 \$	2003 \$
13. PROPERTY, PLANT AND EQUIPMENT
Leasehold building & improvements - at cost Accumulated depreciation	15,144 (6,963)	6,963 (6,963)	15,144 (6,963)	6,963 (6,963)
	8,181		8,181
Office furniture - at cost Accumulated depreciation	29,515 (29, 515)	29,515 (29, 515)	29,515 (29,515)	29,515 (29, 515)

Office equipment - at cost Accumulated depreciation	69,278 (69, 278)	69,278 (69, 278)	69,278 (69,278)	69,278 (69, 278)

Total property, plant and equipment	8,181		8,181

		LEASEHOLD IMPROVEMENTS \$	PLANT & MACHINERY \$	OFFICE FURNITURE \$	Оғғісе EQUIPMENT \$	MOTOR Vehicles \$	TOTAL \$
	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	8,181				(19, 946)	(19, 946)
	Disposals through loss of control of
	entity Devaluation decrement	(10, 383, 455)	(910, 277)	(88,348)	(11,607)	(64, 459)	(11,509,276)
	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	8,181
	Parent Entity:
	Balance at the beginning of year Additions	6,963 8,181		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	8,181
			2004 \$	CONSOLIDATED 2003 \$	2004 \$	PARENT ENTITY	2003 \$
	14. INTANGIBLE ASSETS
	Goodwill on consolidation Accumulated amortisation		19,224 (19,224)	19,224 (3,845)
				15,379
	15. PAYABLES
	CURRENT
	Trade creditors and accruals Sundry creditors Amounts payable to:		12,940 52,368	42,852 46,368		12,940 52,368	25,048 46,368
	- Wholly owned subsidiaries - Other related parties		178,079	178,079		178,079	178,079
			243,387	267,299		243,387	249,495

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

NOTES TO AND FORMING PART OF THE ACCOUNTS (CONT'D) FOR THE YEAR ENDED 30 JUNE 2004

			CONSOLIDATED	PARENT ENTITY
		2004 \$	2003 \$	2004 \$	2003 \$
	16. CONTRIBUTED EQUITY
shares	464,676,013 (2003: 464,676,013) fully paid ordinary	8,963,131	8,963,131	8,963,131	8,963,131
(a) -	ORDINARY SHARES At the beginning of the reporting period	8,963,131	36,477,907	8,963,131	36,477,907
	Shares issued during the year 151,400,000 on 6 January 2003 Share reduction Transaction costs relating to share issues		1,514,000 (28,978,031) (50,745)		1,514,000 (28,978,031) (50, 745)
	At reporting date	8,963,131	8,963,131	8,963,131	8,963,131
			No.		No.
	At the beginning of reporting period Shares issued during year	464,676,013	313,276,013	464,676,013	313,276,013
	- 6 January 2003		151,400,000		151,400,000
	At reporting date	464,676,013	464.676.013	464,676,013	464,676,013

At balance date, no share options were outstanding.

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.

		CONSOLIDATED		PARENT ENTITY
		2004 \$	2003 \$	2004 \$	2003 S
	17. RESERVES
	Foreign currency translation	(16,680)	(16,680)
	(a) FOREIGN CURRENCY TRANSLATION RESERVE
	Movement during the year Opening balance Adjustment arising from disposal of foreign	(16,680)	(1,768,548)
	controlled entities Adjustment arising from the translation of		1,768,548
	foreign controlled entities' financial statements		(16,680)
	Closing balance	(16,680)	(16,680)
	The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.
	18. ACCUMULATED LOSSES
year	Accumulated losses at the beginning of the financial Share reduction	(7,934,129)	(39,900,847) 28,978,031	(7,947,308)	(36, 576, 841) 28,978,031
	Net loss attributable to members of the company	(339, 445)	2,988,687	(327, 946)	(348, 498)
	Accumulated losses at the end of the financial year	(8,273,574)	(7,934,129)	(8,275,254)	(7.947.308)

19. STATEMENT OF OPERATING BY SEGMENTS

The Company is currently seeking business opportunities in the IT industry. The Company operates in one geographical segment in South-East Asia.

2004 2003 \$ \$ 20. CASH FLOW INFORMATION RECONCILIATION OF CASH FLOW FROM (a) OPERATIONS WITH PROFIT/(LOSS) FROM ORDINARY ACTIVITIES AFTER INCOME TAX	2004 \$	2003 \$





Profit/(Loss) from ordinary activities after
income tax (339, 445) 2,971,319	(327,946)	(348, 498)
Non-cash flows in loss from ordinary activities
Depreciation and Amortisation 280,663		80,192
Net loss on disposal of property, plant &
55,990 equipment		(11, 911)
Doubtful debts 12,114		12,114
Building impairment loss
Write-down of investments to recoverable
amount
Gain on deconsolidation (4,413,227)
Other items 2,184,401		82,813
Changes in assets and liabilities, net of the
effects of purchase and disposal of subsidiaries:
(Increase)/decrease in trade and other debtors (9,650) 686,192	(11, 931)	14,339
Increase in prepayments and other assets (8, 181)
(Increase)/decrease in inventories 1,096,672		7,970
Increase/(decrease) in trade creditors and
(16,714) accruals (1,289,560)	(6,108)	17,702
Movement in income taxes payable (653,968) Movement in deferred taxes payable (100, 455)

Cash flows from operations (373,990) 830,141	(345,985)	(145, 279)

		PARENT ENTITY CONSOLIDATED
	2004 \$	2003 \$	2004 \$	2003 S
20. 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

In 2002/2003 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.

		CONSOLIDATED	PARENT ENTITY
	2004 \$	2003 \$	2004 \$	2003 S
21. RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Transactions with related parties:
Directors and director-related entities hold M 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	257,154,061	257,154,061	257,154,061

Mr Steven Pynt, a director of Richfield Group $\blacksquare$ Limited, was formerly a director of Bondshaw Holdings Pty Ltd (Note 27).

22. 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:

FINANCIAL INSTRUMENTS	FLOATING INTEREST RATE			I YEAR OR LESS		OVER 1 TO 5 YEARS	NON-INTEREST	BEARING	TOTAL CARRYING AMOUNT AS PER THE BALANCE SHEET			WEIGHTED AVERAGE EFFECTIVE INTEREST RATE(C)
	2004	2003	2004	2003	2004	2003	2004	2003	2004	2003	2804	2003
Financial Assets	\$		٩		45						$\mathcal{G}_\mathcal{C}$ .	(發)
(i)
Cash	314,862	٠	565,919	1.245.990	$\lambda$	٠	17	17	880,798	1.246.007	4(8)	3.00
Receivables	$\cdot$	$\mathcal{L}_{\mathcal{L}}$	$\cdot$	A	$\lambda$	٠	27.285	17.365	27.285	17,365	N/A	N/A
Total financial assets	314.862	$\epsilon$	565.919	1.245.990	$\overline{a}$	٠	27.302	17.382	908.083	1.263.372
Financial Liabilities ₹iii
Bank overdraft	$\epsilon$	٠				٠	$\sim$	$\ddot{\phantom{0}}$	$\ddot{\phantom{0}}$		×.
Payables	$\epsilon$	٠		$\epsilon$	٠	$\epsilon$	243.387	267.299	243,387	267.299	N/A	N/A
Mostgage Loans	٠	٠	$\epsilon$	$\epsilon$	$\epsilon$	٠	$\epsilon$	$\epsilon$	$\lambda$	$\lambda$	$\epsilon$	$\epsilon$
Bills Payables	A				$\overline{\phantom{a}}$	$\epsilon$
Flire Purchase
liahility	14				$\overline{a}$	$\epsilon$
Total financial
Babilities	$\epsilon$	$\epsilon$			$\epsilon$	$\epsilon$	243.387	267.299	243,387	267.299

$(b)$ 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.

23. CAPITAL COMMITMENTS

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

24. EVENTS OCCURRING AFTER BALANCE DATE

Richfield Group continuing in the technology industry; and $(a)$
Richfield Shipping conducting a Singapore based shipping and logistics business following $(b)$ the acquisition of Richfield Marine.

Completion under the agreement will only occur if and when the following conditions are satisfied:

due diligence $(a)$
$(b)$ no material adverse event
obtaining of necessary approvals including shareholder approval. $(c)$
in specie distribution of Richfield Shipping Shares by the Company. $(d)$
admission of Richfield Shipping to the ASX Official List (e)
completion of the capital raising by Richfield Shipping. $(f)$

A Meeting of Shareholders is to be held in late October to approve the transaction.

25. 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.

26. IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS

The Group has commenced transitioning their accounting policies and financial reporting from current Australian Accounting Standards to Australian equivalents of International Financial Reporting Standards (IFRS). The company has engaged expert consultants to determine the key areas that will be impacted by the transition to IFRS.

As the Group has a 30 June year-end, priority has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian Equivalents of IFRS in the future, and is required when the Group prepare their first fully IFRS compliant financial report for the year ending 30 June 2006.

It is not anticipated that the change in accounting policies will have a material impact on the financial report.

RICHFIELD GROUP LIMITED (ABN 66009 144 503)

27. COMPANY DETAILS

The registered office of the company is: Richfield Group Limited $1^{\rm st}$ Floor 9 Bowman Street South Perth WESTERN AUSTRALIA 6151

The principal place of business is:

Richfield Group Limited 194 Pandan Loop # 0608 Pantech Industrial Complex SINGAPORE 128383

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

1. SHAREHOLDING

$(a)$ DISTRIBUTION OF SHAREHOLDERS NUMBER

CATEGORY (SIZE OF HOLDING)	ORDINARY
$1 - 1,000$	13
$1,001 - 5,000$	310
$5.001 - 10,000$	175
$10,001 - 100,000$	232
$100,001 -$ and over	158

$(b)$ 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.

NAME		NUMBER OF	% HELD OF
		ORDINARY	ISSUED
		FULLY PAID	ORDINARY
		SHARES HELD	CAPITAL
1.	Tan Chak Chew	26,850,000	5.78%
2.	Lim Poh Choo	26,850,000	5.78%
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%
$\overline{8}$ .	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%
11.	Guobao Bai	9,998,194	2.15%
12.	Guocai Bai	9,998,194	2.15%
13.	Pek San Lam	9,300,000	2.00%
14.	Meow Lan Low	9,000,000	1.94%
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%

20 Largest Shareholders - Ordinary Shares $(e)$

$\overline{2}$ . The name of the company secretary is Mr Ross Kestel.
1. The address of the registered office in Australia is:

1^st Floor 9 Bowman Street South Perth WA 6151

$4.$ Registers of Securities are held at the following addresses:

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

Stock Exchange Listing

Quotation has been granted fro 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

The financial report and directors' responsibility

The financial report of Richfield Group Limited and its controlled entities comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the Directors' declaration for the year ended 30 June 2004.

The Directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit Approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the Directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

INDEPENDENCE

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Head Office:

Level 40 BankWest Tower 108 St George's Terrace Perth 6000 Western Australia GPO Box W2106 PERTH WA 6846

Telephone: (08) 9320 2888 Facsimile: (08) 9320 2999

Our Regional Offices: Bunburv Suite 1, 9A Wittenborn Street

BUNBUKI WA 623U
Telephone: (08) 9791 6466
Busselton Suite 2, Geographe Business Centre, 58 Bussell Highway BUSSELTON WA 6280
Telephone: (08) 9751 3895
Kalgoorlie Suite 1, Kalgoorlie Business Centre 47 Brookman Street KALGOORLIE WA 6430
Telephone: (08) 9021 7066
Email: [email protected]
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AUDIT OPINION

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

$(a)$ the Corporations Act 2001, including:
giving a true and fair view of the company's and the consolidated entity's $(i)$ financial position as at 30 June 2004 and of its performance for the year ended on that date; and
$(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
$(b)$ other mandatory professional reporting requirements in Australia.

Hull Chadrile

$\lambda$ lul/

HALL CHADWICK Chartered Accountants

MAURICE L. ANGHIE Partner

DATED at PERTH this 17th day of September 2004

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

EXPLANATORY MEMORANDUM INDEPENDENT EXPERTS REPORTS

This Explanatory Memorandum and Independent Experts Reports form part of the Notice of Annual General Meeting of Shareholders to be held at the Traders Room, Hyatt Regency Perth Hotel, 99 Adelaide Terrace Perth in Western Australia, at 2.00 pm on Thursday 21 October 2004.

Richfield Group Limited ACN 009 144 503

Explanatory Memorandum

$\mathbf{1}$ . Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's Annual General Meeting to be held at the Matilda Bay Room, Hyatt Regency Hotel, 99 Adelaide Terrace Perth, Western Australia on Wednesday 27 October 2004 commencing at 3.00 pm WST.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether to support the resolutions or otherwise.

Other than as contained in the Notice of Annual General Meeting and Explanatory Memorandum, the Directors believe that there is no other information known to the Company, or to any of the Directors, that is reasonably required by the Shareholders to decide whether or not it is in the Company's best interests to pass any of the resolutions.

This Explanatory Memorandum deals with the following Resolutions to be considered at the Meeting:

Amendment to Constitution (Resolution 1)
Re-election of Jack Bai as a director (Resolution 2)
Election of Chris Bai as a director (Resolution 3)
Acquisition of Richfield Marine Agencies Pte Ltd (Resolution 4)
Reduction of Capital (Resolution 5)

Two separate independent Experts Reports prepared by Bridge Partners Pty Ltd are attached and comment on whether the transactions the subject of Resolutions 4 and 5 are fair and reasonable to the non-associated shareholders of Richfield have been prepared to comply with the requirements of Listing Rule 10.11 and Part 2E of the Corporations Act.

Shareholders should note that Bridge Partners has concluded that the transactions the subject of Resolutions 4 and 5 are fair and reasonable to the non-associated shareholders of Richfield.

Director's Recommendation

The non-interested Directors (namely Messrs Jack Bai, Chris Bai and Stephen Pynt) recommend that shareholders vote in favour of resolutions 1, 4 and 5. The non-interested Directors advise that resolution 1 is necessary to give effect to resolutions 4 and 5. They also believe resolutions 4 and 5 represent an opportunity for the Company to provide a return to the Shareholders of Richfield Group through the in specie distribution of shares in Richfield Shipping and for those Shareholders to participate in the potential of Richfield Shipping without affecting the activities of the Company.

Resolution 1 - Amendment to Constitution

In order for the Company to give effect to the matters the subject of Resolutions 4 and 5 it is necessary for the Company to first amend its constitution.

In the event that shareholders do not approve, by special resolution, the proposed amendment, it will not be possible for the Company to proceed with the transactions the subject of Resolutions 4 and 5.

Resolution 2 - Re-election of Jack Bai

Mr Jack Bai was appointed a Director of the Company on 8 December 1999. Under Clause 12.2 of the Company's Constitution, one third of Directors are required to retire annually on rotation and are eligible to offer themselves for re-election. In accordance with the Company's Constitution, Mr Jack Bai offers himself for re-election.

Resolution 3 - Election of Chris Bai

Mr Chris Bai was appointed as a Director on 10 January 2003 to fill a casual vacancy. Clause 12.4 of the Company's Constitution requires Mr Chris Bai to have his appointment approved by Shareholders at the next general meeting of the Company.

Resolution 4 - Acquisition of Richfield Marine Agencies Pte Ltd

$3.1$ Summary of the Transaction

The following paragraphs set out information required to be provided to Shareholders under ASIC Policy Statement 74. Shareholders are also referred to the Independent Expert's Reports prepared by Bridge Partners Pty Ltd attached to this Explanatory Memorandum.

On 18 August 2004, Richfield Shipping Limited ("Richfield Shipping") entered into a conditional agreement with Richfield Marine Agencies Pte Ltd ("Richfield Marine") to acquire 100% of the issued share capital of Richfield Marine, a company incorporated in Singapore. The consideration for the proposed acquisition is the issue 46,226,100 shares in Richfield Shipping at \$0.20 each to the shareholders of Richfield Marine being Chak Chew Tan and Poh Choo Lim, both of whom are Directors of Richfield Group Limited (Richfield Group" or "the Company"). Whilst their direct shareholding in Richfield Group will remain unchanged at in excess of 23%, they will acquire a 90.87% interest in Richfield Shipping. In the event that Richfield Shipping successfully completes its proposed capital raising (Refer to Section 4.2 below), Chak Chew Tan's and Pho Choo Lim's shareholders' interest in Richfield Shipping would be diluted to 67.61%.

Completion under the agreement will only occur if and when the following conditions are satisfied:

due diligence (a)
$(b)$ no material adverse event
$(c)$ obtaining of necessary approvals
$(d)$ in specie distribution of Richfield Shipping Shares by the Company
admission of Richfield Shipping to the ASX Official List $(e)$
(f) completion of the capital raising by Richfield Shipping.

$3.2$ Overview of Richfield Marine

Richfield Marine is a limited exempt private company incorporated in Singapore. The company was incorporated in 1984 and provides comprehensive shipping services for both liner and tramper vessels to owners, operators, managers and charterers. Pursuant to a directors' resolution dated 31 July 2003, Richfield Marine's financial reporting date has changed to 31 December (from 30 November). Its financial report is subject to audit.

Richfield Marine has an issued share capital of 2,800,000 shares of S\$1 each. The company's shareholders comprise Mr Chak Chew Tan and his wife Ms Poh Choo Lim who hold 1,420,000 and 1,380,000 shares respectively.

Richfield Marine is a member of the Singapore Shipping Association and BIMCO in Denmark and ITIC in the UK and holds both ISO 9002 quality assurance certification (since 1999) and ISO 9001:2000 (since 2002).

For further details on Richfield Marine please refer to the attached Independent Expert's Report from Bridge Partners.

$3.3$ Provision of financial benefit

The issue of shares in Richfield Shipping to Chak Chew Tan and Poh Choo Lim, both directors of the Company, in return for acquiring all of the shares in Richfield Marine, constitutes the provision of a financial benefit to those parties and according approval under Part 2E of the Corporations Act is required in this regard.

Information on the nature and value of the financial benefit is set out elsewhere in this Explanatory Memorandum and in the expert reports that accompany the Explanatory Memorandum.

Resolution 5 - Capital Reduction

Brief History 4.1

The Company proposes, following the acquisition of Richfield Marine pursuant to Resolution 4, to undertake a restructure by ultimately splitting the separate business activities and assets of the Company into 2 separate Australian Stock Exchange Limited (ASX) listed entities by a de-merger process. This will result in the entities having a separate focus with:

$(a)$ Richfield Group Limited continuing in the technology industry; and
$(b)$ Richfield Shipping Limited conducting a Singapore based shipping and logistics business following the acquisition of Richfield Marine Agencies.

To achieve this restructure the Directors propose an integrated approach reflecting the following key steps:

$(a)$ the acquisition by Richfield Shipping of the whole of the issued capital of Richfield Marine, a company incorporated in Singapore:
$(b)$ an in specie distribution of 4,646,760 shares in Richfield Shipping held by the Company representing 9.13% to the Shareholders of the Company by way of a return of capital; and
a capital raising by Richfield Shipping with the aim of achieving a listing of the Richfield Shipping $(C)$ shares on ASX.

Accordingly, pursuant to Resolution 5 the Company proposes making an equal reduction of its capital to Shareholders on a 1 for 100 basis. That is, for every 100 Richfield Shares held on the Record Date, Shareholders will receive 1 Richfield Shipping share. Fractional entitlements will be rounded down to the nearest whole number of Richfield Shipping shares.

$4.2$ Summary of the transaction

Set out below is a summary of the steps required to successfully complete the distribution:

$(a)$ Step 1 - Richfield Shipping currently has 4,646,760 shares on issue which are held by Richfield Group. Richfield Group has invested \$232,338 which is represented by the issue of these shares.
$(b)$ Step 2 – subject to the passage of Resolutions 1 and 4 and all other conditions under the share sale agreement being satisfied (see paragraph 3.1 above), in consideration for the acquisition of the shares in Richfield Marine owned by Chak Chew Tan and Poh Choo Lim, directors of Richfield Group, Richfield Shipping has agreed to issue to Chak Chew Tan and Poh Choo Lim (or their Nominees) 46,226,100 Richfield Shipping shares at a deemed issued price of 20 cents per Richfield Shipping share.

The fair value of \$9,245,220 attributed to the shares in Richfield Marine was based on an Independent Experts Report commissioned by the Directors from Bridge Partners Pty Ltd;

Step $3$ the Company seeks the approval of its Shareholders to distribute the 4,646,760 shares $\left( \mathrm{c}\right)$ referred to in Step 1 to its Shareholders by way of an equal capital distribution;
Step 4 Shareholder approval is obtained and the trading in Richfield Shares commences on an $(d)$ "ex return of capital" basis the day after the meeting;
Step 5 Richfield Shipping lodges a prospectus in compliance with Section 710 of the $(e)$ Corporations Act with the ASIC for the offer of a minimum of 17,500,000 Shares at an issue price of 20 cents each to raise at least \$3,500,000 or such greater amount as determined by the Richfield Shipping (Capital Raising);
$(f)$ Step 6 – Richfield Shipping will apply to ASX for the listing of the Richfield Shipping shares on the official list of ASX; and
$(q)$ Step 7 – the Capital Raising is completed and ASX approval is given resulting in the distribution being effected, the shares the subject of the Capital Raising being issued and Richfield Shipping being listed on ASX.

$4.3$ Effect of the Proposed Equal Capital Reduction on the Company

If the equal capital reduction proposed pursuant to Resolution 5 is approved and implemented, the net assets of the Company will be reduced by the dollar amount of the net difference between the book value of the assets relinquished by the Company and the book value of assets gained by the Company, relating to the disposition of the Richfield Shipping Shares (Richfield Shipping Reduction Amount). This Richfield Shipping Reduction Amount is the book value of the Richfield Shipping Shares. The total book value of this capital reduction as at the date of this Notice is \$232,338.

After the distribution of approximately 4,646,760 Richfield Shipping Shares held by the Company to its Shareholders (at a deemed issue price of 20 cents each) is completed the Shareholders of the Company will own 9.13% of Richfield Shipping. The remaining shares will be held by Chak Chew Tan and Poh Choo Lim following the acquisition of Richfield Marine by Richfield Shipping. The Shareholders interest will dilute to 6.80% following the proposed Capital Raising and listing of Richfield Shipping on ASX (assuming a \$3,500,000 Capital Raising). If an amount greater than \$3,500,000 is raised pursuant to the Capital Raising. it will further dilute each Shareholders interest in Richfield Shipping.

4.4 Effect of the Proposed Equal Capital Reduction on Shareholders in the Company

The effect of the equal capital reduction contemplated by Resolution 5 is that Shareholders in Richfield Group will receive a pro-rata distribution in specie of approximately 4,646,760 Richfield Shipping Shares held by the Company on the basis of 1 Richfield Shipping Share for every 100 Richfield Group Shares held on the Record Date.

4.5 Advantages and Disadvantages of the Proposal

The principal advantages and disadvantages to Shareholders of the Company of the equal capital reduction proposed pursuant to Resolution 5 are explained in detail in the attached Independent Experts Report.

$4.6$ Tax Implications

The following brief description on capital gains tax and goods and services tax is based upon the law in effect at the date of this Memorandum, but it is not intended to be an authoritative or complete statement of the law applicable to the particular circumstances of every shareholder. In particular, shareholders should be aware that the levels and bases of taxation can change. It is recommended that each shareholder seek independent professional advice in relation to their own particular circumstances.

The overview of capital gains tax provided below is relevant to shareholders who hold their shares as capital assets for the purposes of investment and who do not (and would not) hold those shares in connection with the conduct of a business or otherwise on revenue account. Any persons who may be subject to tax in any jurisdiction outside Australia should obtain independent professional advice on their particular circumstances.

Overview of Capital Gains Tax

Non-Australian residents (i)

Capital gains or capital losses made by shareholders who are not residents of Australia and who hold less than 10% of the issued shares in the Company (by value in the five years prior to sale) will be disregarded. Non-resident shareholders holding more than 10% of the issued shares of the Company will be subject to CGT but could benefit from double tax treaty relief in some circumstances.

Australian residents $(ii)$

Shareholders who acquired their Shares before 21 September 1999 can index the cost base of those shares for inflation to 30 September 1999.

Alternatively, for those shareholders that have held their shares for at least one year, they should be entitled to a CGT concession. For individuals or trusts, this CGT concession is a 50% discount, and for complying superannuation funds, the CGT concession is a 33 1/₃% discount. No CGT concession is available for companies.

While there are provisions which may in some circumstances give the Commissioner of Taxation the power to deem a distribution by way of a return of capital to be an unfranked dividend in the hands of shareholders, it is considered elsewhere in the Explanatory Memorandum to the Notice of Meeting that the proposed distribution should be treated as a return of capital (ie, a capital payment) and not a dividend. The amount of the capital payment is the market value of Richfield Shipping Shares when they are distributed.

If the capital payment does not exceed the cost base (for capital gains purposes) of the Richfield Group shares that gave rise to the entitlement to the capital payment, no capital gain arises. However, the cost base of the Richfield Group Shares is reduced by the amount of the capital payment, and this becomes the cost base of the Richfield Shipping Shares. A shareholder will make a capital gain if the amount of the capital payment exceeds the cost base of the Richfield Shipping Shares that gave rise to the entitlement to the capital payment. Where a capital gain is made, the cost base of the Richfield Group Shares is reduced to nil.

Overview of Goods and Services Tax

${i}$ The Company is registered for GST.

The in specie distribution by the Company of the 4,646,760 shares referred to in Step 1 in the manner referred to in Step 3 is an Input Taxed Supply as defined in Subdivision 40-A of the A New Tax System (Goods and Services Tax) Act 1999. Alternately, it is not a supply made in the course or furtherance of an enterprise that the Company carries on.

Notwithstanding the alternative, the in specie distribution will not be a taxable supply as defined in Subdivision 9-A.

That it is not a taxable supply, there is no GST liability in respect of that distribution for the Company.

For the shareholders of the Company in receipt of the distribution, it cannot be a creditable acquisition as defined in Division 11. They cannot therefore claim an input tax credit (GST refund) in respect of the distribution.

Notwithstanding the above general statements, shareholders should be aware that the income tax and goods and services tax laws that apply can be complex and are subject to differing interpretations. Further, the position may also depend on the circumstances applicable to each shareholder. Accordingly, as referred to earlier, shareholders are advised to seek their own advice in relation to the tax consequences of the return of capital.

4.7 Additional Important Information for Shareholders

In accordance with the provisions of the Corporations Act and the ASX Listing Rules, the Company provides the following information to Shareholders of the Company:

the capital reduction is subject to the conditions set out in the share sale agreement for the $(a)$ acquisition of Richfield Shipping being satisfied. These are set out in detail in paragraph 3.1 above. In the event that all of these conditions are not satisfied by 31 March 2005 then the transaction will not proceed and Richfield Shipping will remain a wholly owned subsidiary of the Company and will not acquire the company Richfield Marine.
the capital structure of Richfield Group as at the date of this Notice is 464,676,013 Shares; $(b)$
$(c)$ the capital structure of Richfield Shipping (assuming the acquisition of Richfield Marine for 46,226,100 Richfield Shipping Shares and a Capital Raising of \$3,500,000 by the issue of 17,500,000 Richfield Shipping Shares) should it list on ASX is anticipated to be 68,372,860 Richfield Shipping Shares. The number of Richfield Shipping Shares on issue will increase if the capital raising is greater than \$3,500,000;
the proforma statement of financial position of Richfield Shipping should it list on ASX is as set out in $(d)$ the Independent Expert's Report;
the Record Date will be 5 business days after the Shareholders Meeting but final distribution and $(e)$ dispatch of Richfield Shipping shares will not occur until the conditions in 3.1(a), (b) and (c) above are satisfied.:
$(f)$ the share capital of the Company as at the Record Date shall be reduced by the Richfield Shipping Reduction Amount (see Section 4.3):
the Richtield Shipping Shares to be distributed by the in specie equal capital distribution comprises $(g)$ 4,646,760 Richfield Shipping Shares. At the time of the distribution, this will represent 9.13% of the issued capital of Richfield Shipping. Assuming a minimum capital raising of \$3,500,000, this will represent approximately 6.80% of the issued capital of Richfield Shipping upon listing of Richfield Shipping on ASX. If an amount greater than \$3,500,000 is raised pursuant to the Capital Raising, it will dilute each Shareholders interest in Richfield Shipping; and
the Return of Capital shall be effected by a pro-rata capital distribution of the Richfield Shipping $(h)$ Shares in specie proportionately to all of the Shareholders in Richfield Group (fractional entitlements will be rounded down to the nearest whole number of Richfield Shipping Shares):
registered as such as at 5,00pm WST on the Record Date; or $(i)$
entitled to be registered as a Shareholder in the Company by virtue of a transfer of Shares $(ii)$ executed before 5.00pm WST on the Record Date and lodged with the Company at that time.

4.8 Corporations Act Requirements - Section 256C

The proposed reduction of capital by way of an in specie capital distribution to Shareholders is an equal capital reduction. Under Section 256C of the Corporations Act, this must be approved by an ordinary resolution passed at a general meeting of the Company.

Under Section 256B of the Corporations Act, the Company may only reduce its capital if:

$(a)$ it is fair and reasonable to shareholders as a whole;
$(b)$ it does not materially prejudice the Company's ability to pay its creditors; and
$\left( \text{c} \right)$ it is approved by shareholders in accordance with Section 256C of the Corporations Act

The Directors believe that the capital reduction is fair and reasonable to Shareholders for the reasons set out throughout Section 4 of this Explanatory Memorandum and that the capital reduction will not prejudice the Company's ability to pay its creditors.

MGI BRIDGE PARTNERS

ACCOUNTANTS • CORPORATE & BUSINESS ADVISORS

25 August 2004

The Directors Richfield Group Ltd Level 1, 9 Bowman Street SOUTH PERTH WA 6151

Dear Sirs

$\mathbf{I}$ . INTRODUCTION

The directors of Richfield Group Ltd ("Richfield", "RCH" or the "Company") have engaged Bridge Partners Pty Ltd ("MGIBP") to prepare an Independent Expert's Report ("the Report") in relation to the proposed acquisition of Richfield Marine Agencies (S) Pte Ltd (RMA) by Richfield's wholly owned subsidiary company, Richfield Shipping Ltd (RS), as described in Section 3 of this report ("the Proposed Transaction").

The details of the Proposed Transaction are set out fully in the Explanatory Memorandum accompanying the Notice of Meeting of Richfield to be held on or about 27 October 2004. We understand that this Report will accompany the Notice of Meeting and Explanatory Memorandum.

Our Report has been divided into the following sections:

$1₁$ INTRODUCTION
$\overline{2}$ . SUMMARY OF OPINION
1. SUMMARY OF THE PROPOSED TRANSACTION
1. PURPOSE OF THE REPORT
$5.$ BASIS OF THE ASSESSMENT
1. OVERVIEW OF RMA
$7_{\cdot}$ RMA VALUATION
1. SINGAPOREAN ECONOMIC PERFORMANCE
$9₁$ VALUATION OF SHARES IN RICHFIELD GROUP LTD - PRE PROPOSED TRANSACTION
VALUATION OF SHARES IN RICHFIELD GROUP LTD POST PROPOSED TRANSACTION $10₁$
$11.$ ASSESSMENT AS TO FAIRNESS AND REASONABLENESS
$12.$ SOURCES OF INFORMATION
$13₁$ DECLARATIONS
1. CONSENT

Level 41, BankWest Tower, 108 St George's Terrace, GPO Box 2570, Perth, Western Australia 6001 Tel: 08 9463 2463 Fax: 08 9463 2499 Email: [email protected]

$2.$ SUMMARY OF OPINION

Based upon the information set out in this report, we are of the opinion that the Proposed Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of Richfield.

MGIBP has formed the opinion that the Proposed Transaction is fair because the fair value of the net assets being acquired is greater than the value of the consideration being offered by RCH.

ASIC Policy Statement 75, states that an offer is reasonable if it is fair. Notwithstanding this, MGIBP has also had regard to other relevant considerations in assessing the reasonableness of the Proposed Transaction. Further details are set out in Section 11 of this Report.

3. SUMMARY OF THE PROPOSED TRANSACTION

The proposed transaction is the subject of the fourth Resolution to be considered by shareholders at the general meeting of the members of RCH to be held on or about 27 October 2004. The Proposed Transaction is described in detail in the attached Notice of Meeting and Explanatory Statement.

In summary, on 18 August 2004, RS entered into a conditional agreement with Richfield Marine Agencies (S) Pte Ltd (RMA) whereby it proposes to acquire 100% of the issued share capital of RMA, a company incorporated in Singapore. In consideration for the proposed acquisition, the company proposes to issue and allot 46,226,100 shares in RS at \$0.20 each to the shareholders of RMA (comprising C.C. Tan and Jennifer P.C. Lim), both of whom are Directors of RCH, RS's holding company. Whilst their direct shareholding in RCH will remain unchanged at in excess of 23%, the RMA shareholders will acquire a 90.87% interest in RS. The conditions precedent to the sale agreement include, amongst others, RS successfully being admitted to the official list of ASX. This may entail a capital raising which would have a dilutory effect on the shareholding held by the RMA shareholders (for example, a capital raising of \$3.5 million, comprising a placement of up to 17.5 million shares at an issue price of 20 cents each would dilute the RMA shareholders' interest in RS to 67.61%, assuming they were not party to the placement).

4. PURPOSE OF THE REPORT

Under ASX Listing Rule 10.1, a listed entity, or any of its child entities (as defined below), is prohibited from acquiring a substantial asset from a related party or a substantial shareholder without the Proposed Transaction being approved by the non-associated shareholders. Listing Rule 10.2 defines an asset as being substantial if its value, or the value of the consideration, is 5% or more of the company's equity as set out in the latest accounts submitted to ASX.

For the purposes of Listing Rule 10.1, a substantial shareholder is defined as a person and a person's associates who had a relevant interest prior to the Proposed Transaction of at least 10% of the voting shares of the company. At the date of this report, the shareholders of RMA hold an interest in 23.11% of the issued shares in Richfield.

A child entity is defined in Chapter 19 of ASX Listing Rules as including an entity which is a subsidiary of the Company.

Therefore, since the value of the proposed acquisition exceeds 5% of Richfield's equity, a notice prepared in relation to a meeting of shareholders convened for the purposes of Listing Rule 10.1 must be

Page 3

accompanied by an independent expert's report stating whether the Proposed Transaction is fair and reasonable.

To assist shareholders in making a decision on the Proposed Transaction, the directors have requested the MGIBP prepare an independent expert's report, which must state whether, in the opinion of the independent expert, the Proposed Transaction is fair and reasonable to the non-associated shareholders in Richfield.

5. BASIS OF THE ASSESSMENT

Set out in Appendix 1 of this Report are the Australian Securities and Investments Commission ("ASIC") and ASX provisions relevant to the Proposed Transaction and information in relation thereto.

In preparing our Report, we have had regard to ASIC Policy Statements 74 and 75, together with ASIC Practice Notes 42 and 43 relating to independent experts' reports.

The term "fair and reasonable" has no legal definition although over time a commonly accepted interpretation has evolved. However, fair and reasonable has different meanings for different regulatory purposes.

ASIC Policy Statement 74 provides that the assessment of whether a proposal is fair and reasonable should involve a comparison of the likely advantages and disadvantages for non associated shareholders if the Proposed Transaction is implemented and if it is not. Policy Statement 74 implies that fair and reasonable is a single concept to be judged in all the circumstances of the transaction. In essence, the proposal will be "fair and reasonable" if the non associated shareholders are better off if the proposal is implemented. They will be better off if the expected benefits outweigh the disadvantages to the non associated shareholders.

ASIC Policy Statement 75, states, inter alia:

an offer is considered "fair" if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
an offer is considered "reasonable" if it is fair or, if the offer is "not fair", it may still be "reasonable" after considering other significant factors which justify the acceptance of the offer in the absence of a higher bid.

ASIC Policy Statement 75 requires the assessment of "fair" to be made assuming 100% ownership of the company. In the assessment of "fair", the value of the securities under the offer cannot be reduced for factors that would normally be considered in the valuation of a minority interest such as a lack of control.

ASIC Policy Statement 75 also provides examples of factors that are relevant in an assessment of reasonableness.

In our opinion, for the purposes of this report "fairness" is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. "Reasonableness" is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

As assessment as to the fairness and reasonableness of the Proposed Transaction in set out in Section 11 of this Report.

6. OVERVIEW OF RMA

$6.1$ Background

RMA is a limited exempt private company incorporated in Singapore. The company was incorporated in 1984 and provides comprehensive shipping services for both liner and tramper vessels to owners, operators, managers and charterers (refer below for a brief explanation of liner and tramper vessels). Pursuant to a directors' resolution dated 31 July 2003, RMA's financial reporting date has changed to 31 December (from 30 November). Its financial report is subject to audit.

RMA has an issued share capital of 2,800,000 shares of S\$1 each. The company's shareholders comprise Mr Chak Chew ('CC') Tan and his wife Ms Jennifer Poh Choo Lim who hold 1,420,000 and 1,380,000 shares respectively.

RMA is a member of the Singapore Shipping Association and BIMCO in Denmark and ITIC in the UK and holds both ISO 9002 quality assurance certification (since 1999) and ISO 9001:2000 (since 2002).

RMA's range of services includes:

$\bullet$ Liner Trade Services (marketing & sales, full liner documentation, international logistics)
$\bullet$ Port (Harbour) Handling Services (for owners/charterers/operators)
Offshore Support (launches, ship-to-ship transfers & transit facilities) ٠
Container Traffic Operator $\bullet$
٠ Port & Market Information
Bunkering (inside & outside port) ٠
Spare Parts Supply ٠
٠ Customs Clearance and Forwarding
Container Sale & Purchase $\bullet$
۰ Chartering of 'Handy-Size' Dry-bulk Ships

RMA's shipping business currently comprises:

Liner Trade	50%
Tramper Trade	35%
Other Representations	15%

Containerised Shipping Trade (Liner Trade)

Currently this comprises the sale and marketing of container ship space for three world-renowned shipping lines' brands, together with the shipping liner's brand of a related party company. RMA is responsible for the weekly sale and marketing of container ship space to both exporters and importers, which includes arranging logistical support such as trucking, customs permit/clearance, stuffing and unstuffing, etc. RMA is also required to attend the container ships at the Port of Singapore to load and attend to operational matters in respect of export, import and in-transit containers. Singapore is the world's second largest container port.

Page 5

Container shipping plays a key role in the carriage of worldwide goods from one port to another port. Merchants depend heavily on shipping their goods via container ships and a very high proportion of manufactured goods and equipment are shipped by container mode (other than those in big bulk lots such as rice, coal, cement, steel, iron, etc which are shipped via bulk carriers).

Other Shipping Trade (Tramper trade)

This comprises the provision of port services for all kinds of ships calling in at Singapore including oil tankers, container ships, general cargo ships, bulkers, LPG, to take on fuel, supplies, crew changes, shipyard repairs, cargo terminal operations, loading oil at Singapore oil terminals and related services and logistics, together with nvocc activities.

RMA provides a 24 hour port service to ships owned and operated by world-renowned shipping companies in Europe, USA, Japan, East Africa, Hongkong, Taiwan and the Peoples Republic of China $(PRC)$ .

Chartering (Handy-Size Bulk Ships)

This comprises the chartering of ships under voyage and time charter. RMA has been in this market since 1988, having chartered various sizes of cargo ships from 3,000 to 60,000 metric tonnes. With this experience, the company is looking to extend and develop its current service offering to include the owning/operating of bulk ships in the Handy-Size sector of the international market in conjunction with chartering experienced quality charterers and ship operators to ship iron and steel products, fertilizers, rice and other agricultural products, together with coal, soybean etc.

6.2 RMA Board of Directors

C.C.Tan - Managing Director

Mr C.C.Tan founded RMA to handle ships chartered by the Military Sealift Command of the United States of America that called in at Singapore. He has developed the company into a company offering a full suite of support services to the shipping industry. He has in-depth experience of international shipping including liner and tramper trade and has built up an extensive network of worldwide connections within the international shipping markets, including USA, Europe, East Africa, South Africa, Indian Sub-Continents and the Far East. More recently he has established a number of support companies providing ship management, logistics and chartering.

Mr C.C.Tan is also a director of RCH and has been Deputy Commissioner of Maritime Affairs for the Government of the Republic of Vanuatu since February 1999 and is also a Chairman for a School Advisory Committee having been appointed by the Ministry of Education in Singapore in April 1999.

Jennifer P.C. Lim - Director

Ms Jennifer Lim has extensive experience in the logistics and shipping industry. Ms Lim also has over 20 years experience in the commercial management of ship owning. Ms Jennifer Lim has indepth experience of RMA's containerised trade shipping business and controls the freight and marketing sales of all international traffic.

Page 6

In addition to being a director of RCH, Ms Jennifer Lim is currently also a director of an nyocc company, heading a team of managers in Singapore.

6.3 Forecast for the Development of Global Shipping Trade

The global shipping market for containerised and breakbulk shipments has enjoved a steady growth in the volume of cargo as well as increases in freight levels since January 2004. All freight rates are anticipated to be the subject of a further general rate increase in 2004 from all shipping companies, as demand exceeds supply of shipping space. The pricing of Forward Freight Agreements reflects a confidence that rates will remain high in the coming year.

Since March 2004, shipping markets have been facing an acute shortage in the supply of space in both container and breakbulk shipments, resulting in several increases in freight charges.

Clients of RMA are requesting the continuous supply of cargo space and based upon past experience, demand is expected to be even higher from June 2004 through to the mid December 2004, traditionally the year's peak demand period.

RMA anticipates that demand will continue to exceed supply in cargo space for both containerised and breakbulk vessels, thereby causing continued steady growth in cargo volumes worldwide into 2005 and 2006.

The rate of world merchandise trade growth has been running well ahead of world output growth for many years, directly reflecting globalisation strategies adopted by leading multinational companies. In the light of The World Trade Organization and increasing trade liberalization, the World Bank estimates that on a trade-weighted basis, tariffs on industrial goods would fall from 6.2 percent to 3.6 percent. Some regions have already moved towards a more open region of trade with the signing of Free Trade Agreements (refer section 8.3 below).

Year	Total Dry Cargo Million Tonnes	Dry Bulk Cargo	General Cargo	Containerised Cargo Million Tonnes	Container Share of General Cargo
1999	2,758	1,813	945	525	55.50%
2000	2,860	1,897	981	565	57.60%
2005	3,295	2,120	1,175	789	67.10%

Forecast Development of Global Dry Cargo Sea Trade

Source: BIMCO REVIEW

6.4 Core Strategic initiatives

Container and Dry-Bulk Shipping are the two key elements in worldwide transportation of goods for international trading houses. These two main modes of maritime transportation basically represent 100% of sea-carriage of all kind of goods, both in container and breakbulk, from one port/place to another port/place in the world. RMA has spent the last 20 years developing its profile and specialising in these two areas of world maritime transportation.

In addition, demand for a total logistics offering in marine transportation is driving customer practices. Clients on the longer traffic routes can outsource their logistics operations as a way of significantly reducing costs and gaining price and quality competitive advantages. RMA therefore intends to focus on providing a total logistics and maritime transportation solution for its clients and participate in the supply of container shipping, logistics and dry bulk vessels to its clients, built upon its many years of experience in the shipping industry.

Subject to obtaining the necessary funding, RMA intends to develop firm roots in worldwide shipping transportation and to actively pursue opportunities to acquire other companies (both external and related companies) that will offer RMA diversified growth potential and operational efficiencies through economies of scale. In particular, it intends to actively pursue the early introduction of the following initiatives:

To meet the purchase of new General Purpose (GP) Containers to enhance its shipping traffic and to enable it to expand RMA's service offering
Obtain new and additional shipping slots charter with liner carriers to develop new shipping traffic. In order to target niche markets, RMA will look to acquire wholesale slots with the major ocean carriers, thereby looking to become a regional key player and establish its own brand name in the regional shipping liner market, and thus access higher yields in its freight earnings
Undertake the time-charter of various Handy-Size vessels on international trade routes
Improve the company's banking profile, thereby enabling it to source bank borrowings from time to time to assist it with the purchase of ships for trading in the international shipping markets, with a plan to own and operate in the first phase a fleet of some 10-12 ships of 10,000 dwt to 20,000 dwt Handy-Size vessels and thereafter in the second phase crossing over to 30,000 dwt vessels.

RMA recognises the opportunities presented by the Free Trade Agreements between Asia-Pacific States and the established economies (refer to section 8.3 of this Report). Whilst logistics represent the main thrust of any cross-border business, there are also opportunities in creating and maintaining a conduit for businesses between economies. RMA intends to capitalise on the growing demand for business infrastructure products and services, together with financial services that are expected to be generated as a result of these Free Trade initiatives.

7. RMA VALUATION

$7.1$ Statement of Financial Position

Summarised below is RMA's Audited Balance Sheet as at 30 June 2004.

RICHFIELD MARINE AGENCIES (S) PTE LTD Balance Sheet

	Audited 30 June 2004 SING\$	AUD Equivalent @0.8183
Current Assets
Cash and Bank	5,688,479	4,654,882
Receivables	1,911,498	1,564,179
Total Current Assets	7,599,977	6,219,061
Non-Current Assets
Fixed Assets	77,771	63,640
Listed Bonds	696,407	569,870
Other	5,500	4,501
Total Non-Current Assets	779,678	638,011
Total Assets	8,379,655	6,857,072
Current Liabilities
Payables	2,182,513	1,785,950
Interest-bearing liabilities	1,592,228	1,302,920
Current Taxation liabilities	327,507	267,999
Total Current Liabilities	4,102,248	3,356,869
Non-Current Liabilities
Tax/HP creditors	20,107	16,454
Total Non-Current Liabilities	20,107	16,454
Total Liabilities	4,122,355	3,373,323
Net Assets	4,257,300	3,483,749

	Page 9
	Shareholders' Equity
	Contributed Equity	2,800,000	2,291,240
	Reserves	1,457,300	1,192,509
	Total Shareholders' Equity	4,257,300	3,483,749
	Total number of shares on issue	2,800,000	2,800,000
	Net asset backing per share	SINGS1.52	AUD1.24
7.2	RS Capital Structure - Ordinary Shares
	Movements in fully paid ordinary shares
		A\$	Number
	$07.01.03 - 10$ shares at \$1 each	10	10
	10.03.04 - 100,000 shares of \$1 each	100,000	100,000
	Total on issue as 30 June 2004	100,010	100,010
	Conversion of shares to \$0.20 shares (Note i)	100,010	2,000,200
	25.08.04 - Issue of shares to RCH	132,328	2,646,560
		232,338	4,646,760
	Issue of shares to acquire RMA (Note ii)	9,245,220	46,226,100
	Total shares on issue post proposed transaction	9,477,558	50,872,860

A resolution to convert the existing \$1 shares to shares of \$0.20 was passed by RS on 25 $(i)$ August 2004.

RS's interest in the total shares on issue post proposed transaction amounts to 9.13% (being $(ii)$ 4,646,760 of the total of 50,872,860).

Value of interest in RMA 7.3

In determining the valuation of RMA, we have considered the valuation report prepared by Chadway Management Services Pte Ltd ("Chadway") dated August 5 2004 which is attached as Appendix 2 to this report.

Chadway is a firm of management consultants in the Republic of Singapore. Among their services is the preparation and project management of Initial Public Offerings ("IPO's") on the Singaporean Stock Exchange. As part of this service they assist their clients in arriving at a valuation of their business for the purpose of pricing their IPO's.

Extracts of Chadway's report are provided below:

Page 10

"...We have been requested by your goodselves, a professional firm assigned to provide an Independent Expert Report on the proposed acquisition of [RMA] by [RS], to provide a valuation of RMA...As at the close of trading on Wednesday August 4, 2004 the companies in the shipping/marine industry listed on the Stock Exchange of Singapore (SGX) were traded on a weighted average Price Earning Ratio (PER) of 11.53. The average PER was weighted based on the market capitalization of the companies in this industry, which range from S\$50 million to more than S\$4 billion and with good liquidity float. The nature of business of the companies listed in the shipping/marine sector of the SGX includes ship owners to marine service providers supporting ship owners, port and offshore oil and gas operations. RMA is currently engaged in providing services to ship owners and ship chartering, hence a player in both the shipping and marine sector. As part of its business growth strategy, RMA intends to be a ship owner itself. We were not able to compute an equivalent PER of shipping/marine businesses on the Australian Stock Exchange (ASX).

"...In the calendar year 2003 two companies in the marine industry made their Initial Public Offering (IPO) to be listed on the SGX. One was listed in February 2003 with a PER of 8.8 and the other in September 2003 with a PER of 13.3. There is currently a candidate from the marine industry awaiting its IPO on the SGX.

"...Taking into consideration the above mentioned 19.5% rate of appreciation of the PER of the most recently listed marine counter on the SGX, we applied a proportionate discount on the weighted average PER of 11.53 for the marine industry as on August 4, 2004 to ascertain an appropriate PER for the valuation of RMA as of today. The mathematical computation arrived at a PER of 9.28."

Having regard to the foregoing, our Singaporean associates, MGI Jason Mah & Associates ("MGIJM") have examined the Chadway valuation reports and management accounts for the purpose of their report and enquired into the state of RMA's affairs so far as necessary for them to review the bases for the valuation. MGIJM have relied upon the facts, information and representations as given by Chadway and RMA, having regard to the scope of their work which was limited to giving an opinion on the valuation report issued on RMA and they have assumed that these facts as completely accurate so far as necessary for them to render their opinion.

MGIJM consider that in their assessment of the reports and management accounts, there appears to be no material variation in the state of affairs of RMA and of the results thereon for the period ended 30th June 2004.

On the basis of the valuation and methodology used, MGIJM did not find any material evidence to cause them to believe that the expert opinion provided by Chadway was unreasonable or inappropriate.

Having regard to the foregoing, a PER of 8.5 has been adopted, which gives rise to a valuation of RMA of $SING$11,298,081$ (based on adopting the net profit after tax for the period to $30^th$ June 2004 of S\$1,329,186 as a conservative proxy for its annual result).

Based on the prevailing exchange rate (as at $10^th$ August 2004) of 0.8183:1, this gives rise to an Australian Dollar equivalent valuation of A\$9,245,220.

As referred to in Section 7.2, RS's interest in the total shares on issue post proposed transaction amounts to 9.13% (prior to any capital raising undertaken by RS in connection with its proposed ASX listing).

8. SINGAPOREAN ECONOMIC PERFORMANCE

8.1 Introduction

Singapore is a highly trade-dependent economy, with the highest trade to GDP ratio in the world. Not only is it heavily reliant on imports as its only source of food, energy and industrial raw materials, its small domestic market also means that its industries must rely on overseas export markets to absorb their outputs. Furthermore, trade activities have historically been and continue to be an important source of economic wealth for the country.

It is therefore focussed on free trade, implementing practically no barriers to the free flow of goods in and out of Singapore, and a vocal champion of global free trade. The primary objective of its trade policy is to guard its trading interests by ensuring a free and open international trading environment.

This is why Singapore places the highest priority on the multilateral trading system embodied by the World Trade Organisation (WTO). The WTO provides the stable framework for developing sound multilateral rules that ensure that goods and services can flow freely with minimum impediment.

While Singapore is an unequivocal supporter of the WTO, it also strongly believes that trade efforts undertaken in regional forums such as APEC, ASEM and ASEAN, as well as under bilateral Free Trade Agreements (FTA's) can accelerate the momentum of trade liberalisation and strengthen the multilateral trading system.

Because of its cultural and network proximities with China, Singapore is an ideal gateway for the company to access the burgeoning Chinese market.

SECONE QUARTER 2004
GDP at 1995 Market Prices*	12.5%
Industrial Production*	20.6%
Exports ^*	25.7%
Imports ^*	27.6%
Current Account Balance	S\$12,467 Mil
Overall Balance	S\$2,986 Mil
Consumer Price Index*	1.9%
Unemployment Rate (SA)	4.5%
*: year-on-year percentage change.

GDERORDONSI
2004	8% to 9%
2005	3% to 5% l

8.2 Singapore Economy at a Glance

8.3 Free Trade Agreements (FTA's)

The Singapore-Australia Free Trade Agreement (SAFTA) came into force on 28 July 2003. This is a comprehensive Agreement covering key areas such as trade in goods, trade in services, investment, telecommunication and financial services, movement of business persons, government procurement, intellectual property rights, competition policy, e-commerce and education cooperation. It is a forwardlooking agreement which commits both countries to greater trade liberalisation than to which they have currently committed at the WTO.

As legally binding arrangements between willing member countries, FTA's enhance trade and investment flows by providing lower tariffs for exports of goods, problem-free custom procedures, improved market access for various commercial and professional services, easier entry for its businessmen into other countries, better terms for investment in foreign countries etc. It sets a framework for its businesses to grow and expand globally, which in turn will generate more employment opportunities for Singaporeans.

Recently concluded FTA's comprise USA, Australia, Japan, New Zealand and European Free Trade Association, with ongoing FTA negotiations including ASEAN & People's Republic of China, Canada, Mexico, P3 (New Zealand, Chile, Singapore) FTA, Korea, India, Jordan and Sri Lanka.

8.4 Economic development and competitiveness

Singapore has enjoyed very substantial economic growth since independence. Between 1965 to 2001, its per capita GNP increased by 23 times to its current level of S\$37,400.

Singapore has constantly ranked high against the world's most competitive nations: It is ranked the second most competitive small economy (comprising those with a population under 20 million) by the International Institute for Management Development (IMD) in its World Competitiveness Yearbook 2003. The competitiveness ranking is based on four categories measuring economic performance, government efficiency, business efficiency and infrastructure.

In addition, the Global Competitiveness Report 2003-2004 published by the World Economic Forum ranks Singapore 6th in its widely-quoted Growth Competitiveness Index (GCI) and 8th in the Business Competitiveness Index.

8.5 Economic Outlook

The Singaporean Ministry of Trade and Industry's Economic Outlook considers that the economy's recovery is expected to be sustained into next year. In its most recent report (as at $10^{th}$ August 2004) it reports as follows:

"Overall Performance

Growth of the Singapore economy rose to 12.5% in 2004, from 7.5% in 1004. The growth momentum (on an annualised quarter-on-quarter basis) accelerated to 11.9%, from 11.2% in 1004.

Sources of Growth

Total demand grew by 22.7% in the second quarter, following a 15.8% gain in the previous quarter. Stronger growth of external demand contributed to the pickup. During the quarter, growth of external demand rose to 26.3%, up from 15.2% a quarter earlier. During the three-month period, exports of both goods and services rose significantly. The latter largely reflected the impact of increased visitor arrivals Page 13

on receipts from travel and transportation services. Total domestic demand grew by 13.0% in the second quarter, down from the 17.6% gain a quarter earlier. The slowdown reflected lower public sector activity as well as a smaller positive contribution from inventory building.

Growth in the Transport and Communications Sector was also lifted by the base effect. In 2004, it registered a gain of 19.0%, compared with growth of 3.8% a quarter earlier. Apart from the strong pickup in air passenger volume that accompanied the recovery in visitor arrivals, strength in other segments also contributed to growth. Air cargo handled increased by 15.0% to double the 7.5% gain in 1004. Container throughput registered growth of 18.7%, after a 13.8% gain a quarter earlier. The communications segment also saw improved performance. During 2Q04, IDD call duration rose strongly, while mobile phone and broadband subscriptions also registered positive growth. Foreign exchange trading activity remained hectic in the second auarter, while the fund management continued to register stronger growth. The insurance sector also rebounded to healthy growth from consecutive quarterly declines since 2003. Activity in the domestic and offshore commercial banking segments continued to see positive growth, albeit at a slower rate than in the first quarter.

Outlook for 2004 and 2005

The Singapore economy turned in a strong performance in the first half of the year, growing by 10.0% compared to the same period in 2003. The strong growth reflected rising external demand for Singapore's exports, as well as the recovery from SARS which had adversely affected the Singapore economy during the same period last year.

Prospects for global economic growth remain healthy for the rest of 2004 and into 2005. Economic growth in the US has now been accompanied by strong gains in employment as well. The resulting boost to personal disposable income should support further growth of private consumption expenditure and GDP into the next year. The rate of productivity growth in the country has remained above the historical average and should continue to moderate inflationary pressures. This should allow a more gradual return of US monetary policy to a neutral stance from the current accommodative stance.

The economic situation in Japan is at its best for a number of years and has reinforced beliefs that the economy is finally on a sustained recovery path. This has led to a series of recent upgrades in growth forecasts for the Japanese economy. The growth of domestic demand in the country has been accompanied by higher imports, benefiting especially the other East Asian economies and Europe,

Apart from rising exports, healthier consumer confidence in recent months has also led to increasing household consumption in the EU. The favourable outlook for the other developed economies and in Asia should remain supportive of growth in the region. Recent signs of increased labour market flexibility in the key continental EU economies are also positive for the region's growth prospects.

Interest rates increases in the developed economies are expected to take place at a pace that will allow smooth adiustments in the major economies. While oil prices have remained at relatively elevated levels on supply concerns, futures prices predict a return to more normal levels over the next year or so. Even at current levels, a study by the International Energy Agency estimates that most major economies will likely maintain their positive momentum.

The performance of the Singapore economy during the first half of 2004 has been stronger than initially expected. Domestic forward-looking indicators suggest that growth momentum would continue for the rest of this year and into 2005 at more sustainable rates, as the economy recovers to levels closer to its potential output. Barring unforeseen circumstances, the MTI has revised the 2004 GDP growth forecast from 5.5-7.5% to 8.0-9.0%. The preliminary forecast for economic growth in 2005 is between 3.0% and 5.0%."

Page 14

SINGAPOREAN SECTORAL GROWTH RATES

						PER CENT
SECTOR	2003	2003	3003	4003	1004	2004
Percentage Change Over Corresponding Period of Previous Year
Total	1.1	$-3.9$	1.7	4.9	7.5	12.5
Goods Producing Industries	0.2	-6.6	0.7	5.3	8.7	15.3
Manufacturing	2.8	$-6.3$	3.3	8.9	II.0	20.6
Construction	$-10.7$	$-10.2$	$-9.6$	$-8.1$	1.0	$-5.1$
Services Producing Industries	1.0	$-3.0$	1.7	4.3	6.3	11.6
Wholesale & Retail Trade	6.7	0.5	8.4	12.0	13.8	18.8
Hotels & Restaurants	$-12.2$	$-29.5$	$-8.2$	$-5.6$	3.1	37.6
Transport & Communications	$-2.0$	$-10.5$	$-1.7$	3.4	3.8	19.0
Financial Services	3.7	6.0	5.8	7.5	11.5	5.8
Business Services	$-1.8$	$-3.3$	$-1.7$	$-1.1$	2.1	3.7
Annualised Growth Rate - Seasonally-adjusted
Total	1.1	$-7.0$	16.1	11.0	11.2	11.9
Goods Producing Industries	0.2	$-5.9$	16.1	II.7	14.1	18.9
Manufacturing	2.8	$-7.0$	23.9	16.9	12.3	30.3
Construction	$-10.7$	$-0.3$	$-9.4$	$-6.1$	23.1	$-22.6$
Services Producing Industries	1.0	$-8.1$	18.1	II.0	6.0	II.7
Wholesale & Retail Trade	6.7	0.6	18.4	21.1	16.1	19.9
Hotels & Restaurants	$-12.2$	$-67.4$	157.0	11.4	21.2	$3.8^{\circ}$
Transport & Communications	$-2.0$	$-34.2$	43.2	18.1	4.3	13.7
Financial Services	3.7	38.3	5.7	1.2	4.7	11.8
Business Services	$-1.8$	$-4.3$	3.4	4.2	5.3	2.0

Source: Singapore Department of Statistics

8.6 Exchange Rate Overview

As can be seen from the table and graph below, the Singaporean Dollar has fallen significantly against the Australian Dollar.

BUY RATES FOR SINGAPORE DOLLAR VS AUSTRALIAN DOLLAR Table of Monthly Average Rates

Month		$%$ change
	ISGD\$ buys:
January 2003	.9882

January 2004	.7639	$-22.70\%$
February 2004	.7631
March 2004	.7850
April 2004	.7977
May 2004	.8299
June 2004	.8414
July 2004	.8157
10 August 2004 day	.8183	$+5.44%$

The % change January 2003 Average compared to 10 August 2004 is -17.19%.

As of 10 August 2004, 1 Singapore Dollar costs 0.8183c AUD Bid Rate .8189c AUD Ask Rate

1 year Trading SGD\$ v AUD\$:

9. VALUATION OF SHARES IN RICHFIELD GROUP LTD - PRE PROPOSED TRANSACTION

$9.1$ Valuation Overview

The usual approach to the valuation of an asset is to seek to determine what a willing but not anxious buyer, acting at arm's length, with adequate information, would be prepared to pay and a willing, but not anxious seller would be prepared to accept in an open market.

In valuing Richfield prior to consideration of the Proposed Transaction, we have considered the following valuation approaches.

Market value approach;
Asset based approach;
Discounted cash flow ("DCF") approach; and
Capitalisation of future maintainable earnings (earnings based) approach.

9.2 Valuation Approach

The traditional valuation method used to value companies is the capitalisation of future maintainable earnings, with such earnings being estimated using historical results. However, in order to adopt such a basis of valuation, a business must have a track record of profitability.

Since Richfield disposed of its interest in DP Computers Pte Ltd during the year ended 30 June 2003, it has been considering new business opportunities available to it and has not since established a track record of profitability. We therefore consider a valuation on this basis to be inappropriate.

MGIBP believes that the most appropriate method for valuing the issued shares in Richfield is the assetbased approach. The most common form of asset based approach is the Net Realisable Value method. The resultant net realisable assets of the Company can then be expressed in terms of a value per share. As a result of the recapitalisation referred to earlier, the major portion of Richfield's assets comprises the cash injected in this respect.

As a crosscheck of the valuation on the above basis, MGIBP has used the market value approach with reference to the market price of Richfield shares prior to the announcement of the Proposed Transaction. This valuation crosscheck calculation is set out in Section 9.4.3 of this Report.

9.3 Value of Richfield Shares

In establishing the value of Richfield prior to the Proposed Transaction, the net asset backing per share has been determined based upon the most recent financial statements lodged with ASX, being the reviewed half yearly report to 31 December 2003 and hence the reviewed consolidated position as at 31 December 2003.

This has resulted in the following calculation of net asset backing per share:

Page 17

RICHFIELD GROUP LTD AND CONTROLLED ENTITIES Reviewed Balance Sheet as at 31 December 2003

	31 December 2003 \$
Current Assets
Cash	1,179,021
Receivables	19,187
Total Current Assets	1,198,208
Non-Current Assets
Intangible Assets
Total Non-Current Assets
Total Assets	1,198,208
Current Liabilities
Payables	247,538
Other Iiabilities
Total Current Liabilities	247,538
Total Liabilities	247,538
Net Assets	950,671
Shareholders' Equity
Contributed Equity	8,963,131
Reserves	(16,680)
Accumulated Losses	(7,995,780)
Total Shareholders' Equity	950,671
Total number of shares on issue	464,676,013
Net asset backing per share	\$0.002

9.4 Issued Capital and Share Transactions

$9.4.1$ Issued Capital

As at the date of this Report, the total issued share capital of Richfield comprises 464,676,013 fully paid ordinary shares. There has been no movement in Richfield's share capital since the 30 June 2003 Annual Report.

$9.4.2$ Options

At the date of this Report, there are no options on issue.

9.4.3 Share Trading

The following summary provides details of the monthly trading volumes of Richfield shares on ASX. This illustrates that the trading in Richfield can be considered to be very thin.

MONTH	High	Low	Volume
August 2004 (to $10^{\text{th}}$ )	0.009	0.009	Nil
July 2004	0.010	0.006	155,888
June 2004	0.007	0.006	318,000
May 2004	0.010	0.007	70,000
April 2004	0.011	0.007	579,832
March 2004	0.009	0.007	490,336
February 2004	0.010	0.007	317,500
January 2004	0.008	0.006	964,000

As can be seen from the above table, in the past seven months the company's share price has risen from a low of \$0.006 in January 2004 to a high of \$0.011 in April 2004, but has dropped back to a low of \$0.006 in July $2004$ – there have been no trades to date in the month of August.

However we note that trading volumes in the company's stock have been very thin in the past seven months. In particular, we note that there have been only 34 days in the past seven months on which trading in the Company's stocks has occurred. We further note that less than \$25,000 worth of shares has been traded on the ASX since 1 January 2004 and hence an accurate conclusion based on share market trading in not possible in this instance.

RCH's recent share price history is provided in the graph below.

Page 19

RCH Recent Share Price History

NB - At the AGM in December 2002, shareholders approved the reduction of the Company's share capital by cancelling the existing paid up share capital to the extent of \$0.0925 per share.

9.4.4 Schedule of recent ASX Announcements

Recent announcements since end of the company's last financial year are as summarised below:

Date	ASX Announcement
28.07.04	Commitments Test Entity – Fourth Quarter Report
27.07.04	Memorandum of Understanding with Advanz Data Solutions P/L
30.04.04	Commitments Test Entity - Third Quarter Report
08.03.04	Resignation of CEO
04.03.04	Resignation of Directors
20.02.04	Half yearly Report and Half year Accounts
30.01.04	Commitments Test Entity - Second Quarter Report
21.11.03	Takeovers Panel Announcement – Panel not to conduct proceedings
06.11.03	Takeovers Panel receives application
28.10.03	Commitments Test Entity - First Quarter Report
30.09.03	Annual Report
12.09.03	Preliminary Final Report
06.08.03	Supreme Court Hearing 31.07.03
25.07.03	Commitments Test Entity - Fourth Quarter Report

9.4.5 Market Value

Whilst there has been no specific announcement regarding Richfield's proposed acquisition of RMA at the time of writing, reference to the proposed transaction was made in the Takeovers Panel media releases dated 6 and 21 November 2003. In the few weeks prior to these announcements, the share price fluctuated from \$0.011 to \$0.010. In the period from the date of the releases to 10 August 2004, the company's share price has fluctuated between \$0.011 and \$0.006. The valuation range determined in Section 9.3 is not inconsistent with the market value range, having regard to all the relevant circumstances.

9.4.6 Premium for Control

The concept of premium for control recognises that the value of a majority or controlling interest will be higher than the pro rata value of the interest. As the purchasers are holders of a significant interest in the company, the value of their shareholding as a result of this Proposed Transaction may be in excess of the pro rated value of an RCH share. However, Practice Note 75 requires the fair and reasonable basis to be assessed on a 100% ownership test, and as such no adjustment has been made to the valuation.

10. VALUATION OF SHARES IN RICHFIELD GROUP LTD - POST PROPOSED TRANSACTION

	A\$	A\$
Total Shareholders' Equity - pre transaction (see section 9.3) as at 31.12.03		950,671
Add: Increase in assessed value of RMA
(see section 7.3)
Interest in RMA post transaction:
$9.13406\% * 9,477,558$	865,686
Less cost of RMA shares issued post 31.12.03	232,328
Net movement in RMA investment		633,358
		1,584,029
Total number of shares on issue - pre and post transaction		464,676,013
Net asset backing per share – pre transaction		\$0.0020
Net asset backing per share – post transaction		\$0.0034

11. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS

$11.1$ Assessment as to Fairness

MGIBP valuation of Richfield share prior to the Proposed	MGIBP valuation of Richfield share after completion of the
Transaction	Proposed Transaction
A\$	A\$
0.0020	0.0034

After consideration of the above, the Proposed Transaction is considered to be fair to the non-associated shareholders of Richfield as the value of a share after completion of the Proposed Transaction is greater than the current value of a Richfield share.

$11.2$ Assessment as to Reasonableness

ASIC Policy Statement 75, states that an offer is reasonable if it is fair. Under this criterion, as the offer consideration is greater than the assessed value, the offer is reasonable. In addition, there are a number of other relevant factors to be considered in assessing the reasonableness of the Proposed Transaction. These factors are set out below as advantages and disadvantages.

Advantages

Through its investment in RS, RCH will have access to the following benefits derived from RMA's activities:
$\overline{a}$ Enhanced marketing and product offerings: RMA's own market branding will be improved and its competitive position strengthened with the ASX listing. There will be greater potential for cross selling of products and services between clients of the diversified businesses in the Group.
Further operational efficiencies: By building diversified businesses under the auspices of the Group, there will the expected economies of scale and simultaneous use of branch networks, thereby generating cost savings which can be passed to the client base, enhancing price and service-level competitiveness.
An experienced management team with relevant experience: Many of the RCH directors who joined the RCH Board in 2002 have extensive relevant experience in shipping and logistics, together with strong ties in China, Singapore and Greater Asia which should assist the group in the introduction of new services, cross-selling opportunities and expansion across the world.
Revenue enhancement: The proposed acquisition would provide the company with a developed business. Through its regional coverage, products and skills, RMA would provide

the group with a platform to undertake regional expansion and the development of new untapped businesses and markets.

Investment increment: RCH has the opportunity to partake in the upside in value of its interest in RS.
Liquidity of Investment: In the event that RS is to list on ASX, RCH's investment in RS would become potentially more liquid.

Disadvantages

The issue of shares will have a dilutory effect: The issue of the shares as a result of the Proposed Transaction will have a dilutory effect relative to existing shareholders in terms of the number of issued shares in RS. MGIBP notes however, that the total value of RS will rise accordingly, hence there will be no adverse impact in the net asset backing per share.
Change in control of RS: Some 91% of the issued shares of RS (and hence voting control thereof) will accrue to two shareholders (Mr CC Tan and Ms Jennifer PC Lim). In the event that RS successfully completes a proposed capital raising pursuant to its proposed listing on ASX, RMA shareholders' interest in RS would be diluted. Mr Tan and Ms Lim's combined direct interest of 23.11% in RCH will remain unchanged as a result of the proposed transaction.

In our opinion, on balance, the advantages of approving the Proposed Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Proposed Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Proposed Transaction. Accordingly, in our opinion, the Proposed Transaction is reasonable to the non-associated shareholders of Richfield.

11.3 Conclusion

Based on the valuation of a Richfield share and on the above assessment, MGIBP is of the opinion that the Proposed Transaction is fair and reasonable to the non-associated shareholders of Richfield.

12. SOURCES OF INFORMATION

In making our assessment as to whether the Proposed Transaction is fair and reasonable to the nonassociated shareholders of Richfield, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with the Company's CEO and other management. Information we have received includes, but is not limited to the following:

Richfield's half yearly report for the period ended 31 December 2003; $\bullet$
Independent Valuation prepared by Chadway Management Services Pte Ltd; $\bullet$
Report on Share Valuation prepared by MGIJM;
Recent ASX announcements lodged by the Company; $\bullet$
Notice of Meeting and Explanatory Statement in respect of the AGM held on 18 December 2002; $\bullet$
Audited Financial Statements for RMA; $\bullet$
$\bullet$ Recent Shipping media articles; and
Economic data and outlook provided by the Singaporean Ministry of Trade and Industry. $\bullet$

13. DECLARATIONS

This Report has been prepared at the request of the Directors of RCH specifically for the non-associated shareholders of Richfield. It is not intended that this Report be used for any other purpose other than to accompany the Notice of Annual General Meeting to be sent to the Richfield shareholders. In particular, it is not intended that this Report should be used for any purpose other than as an expression of the opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of Richfield. MGIBP disclaims any assumption of responsibility for any reliance on this Report to any person other than those for whom it was intended, or for any purpose other than that for which it was prepared.

Prior to accepting this engagement. MGIBP considered its independence with respect to Richfield with reference to ASIC Practice Note 42. In MGIBP's opinion, it is independent of both Richfield, RS and RMA.

The Statements and opinions given in this Report are given in good faith and in the belief that such statements and opinions are not false or misleading. In the preparation of this Report, MGIBP has relied on and considered information believed, after due inquiry, to be reliable and accurate. MGIBP has no reason to believe that any information supplied to it was false or that any material information has been withheld.

MGIBP has evaluated the information provided to it by Richfield and other parties, through inquiry, analysis and review, and nothing has come to its attention to indicate the information provided was materially misstated or would not provide a reasonable basis for the Report. MGIBP has not, nor does it imply that it has audited or in any way verified any of the information provided to it, other than as disclosed in this report.

In accordance with ASIC Policy Statements 42 and 75 and the Corporations Act 2001, MGIBP provides the following information and disclosures:

$\bullet$ MIGBP and its Singaporean associate, MGIJM will be paid its usual professional fees (at a combined amount estimated to be A\$13,000) based on time involvement at normal professional rates, for the preparation of this Report.
Apart from the aforementioned fee, neither MGIBP, nor any of its associates will receive any other $\bullet$ benefits, either directly or indirectly, for or in connection with the preparation of this Report.
Neither MGIBP, nor any of its directors or associates has any interest in Richfield.
Neither MGIBP nor any of its associates has had any relationship with Richfield or an associate of $\bullet$ Richfield in the last five years.

The signatory of this report has assumed overall responsibility for this report and has over 20 years' experience in providing financial and valuation advice in both the UK and Australia as a Chartered Accountant, including extensive corporate, audit and company secretarial knowledge (having been Company Secretary/provided contract Company Secretarial assistance to over a dozen ASX Listed Companies) and has undertaken over fifty due diligence, investigation, valuation, IAR and IER assignments in the past five years.

Page 24

14. CONSENT

MGIBP consents to the issuing of this Report in the form and context in which it is included in the Explanatory Memorandum accompanying the Notice of Annual General Meeting of Richfield. MGIBP has not authorised or caused the issue of all or any part of the Notice of Annual General Meeting. Neither the whole nor any part of this Report nor any reference thereto may be included in any document without the prior written consent of MGIBP.

Yours sincerely MGI BRIDGÉ PARTNERS

$\mathcal{L}$

T J SPOONER CA ACA(UK) ACIS DIRECTOR

Dme30283/30314/27301/30148

APPENDIX 1 - ASIC AND ASX PROVISIONS RELEVANT TO THE PROPOSED TRANSACTIONS

Chapter 2E of the Corporations Act prevents public companies from entering uncommercial transactions with related parties. The object of the chapter is to protect the company and its shareholders against certain kinds of transactions which could diminish the company's resources and adversely affect shareholders' interests.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party the company must obtain the approval of its members in the prescribed manner and give the benefit within 15 months after the approval or the giving of the benefit must fall within one of the nominated exceptions.

One of the nominated exceptions is contained in section $210(a)$ of the Corporations Act which provides that member approval is not needed to give a financial benefit on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm's length.

Section 219 of the Corporations Act sets out the requirements for explanatory statements required to be sent to shareholders in relation to the giving of financial benefits to related parties.

A "related party" of a public company when used in the context of Chapter 2E includes an entity that controls the public company, a director of the public company, certain members of the director's family or an entity controlled by a director of the public company unless that entity is also controlled by the public company. In some cases, an entity will be a related party of a public company at a particular time if the entity was a related party at any time within the previous 6 months.

A "financial benefit" when used in the context of Chapter 2E includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Section $606(1)$ of the Corporations Act provides that a person must not acquire a relevant interest in issued voting shares in a company if the company is a listed company and the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's or someone else's voting power in the company increases from 20% or below to more than 20% or from a starting point that is above 20% and below 90%. Voting power is calculated in accordance with Section 610.

Item 7 of Section 611 provides an exception to this prohibition where the acquisition is approved previously by a resolution passed by the non-associated shareholders at a general meeting of the company in which the acquisition is made and the members of the company were given all information known to the person proposing to make the acquisition or their associates, or known to the company, that was material to the decision on how to vote on the resolution.

ASX Listing Rule 7.1 provides that without the approval of ordinary shareholders, an entity must not issue or agree to issue more equity securities during any 12 month period if the number of those securities exceeds 15% of the capital at the commencement of the that 12 month period. Exception 14 of ASX Listing Rule 7.2 includes an exception that an issue made with the approval of the ordinary shareholders under listing rule 10.11 (refer below).

APPENDIX 1 - ASIC AND ASX PROVISIONS RELEVANT TO THE PROPOSED TRANSACTIONS $(CONT'D)$

ASX Listing Rule 10.1 provides that a company must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to any of the following persons, without the approval of holders of its ordinary shares:

10.1.1 a related party;
10.1.2 a subsidiary;
10.1.3 a substantial shareholder, if the person or person's associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the voting securities:
10.1.4 an associate of a person referred to in rules 10.1.1 to 10.1.3;
10.1.5 a person whose relationship to the company or a person referred to in rules 10.1.1 to 10.1.4 is such that, in ASX's opinion, the transaction should be approved by shareholders.

ASX Listing Rule 10.2 provides that an asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, $5\%$ or more of the equity interests of the company as set out in the latest accounts given to ASX under the listing rules.

ASX Listing Rule 10.10 provides that where a company acquires or disposes of a substantial asset and shareholder approval is sought, the Notice of Meeting must include both a voting exclusion statement and a report on the transaction from an independent expert. The report must state whether the transaction is fair and reasonable to holders of the company's ordinary shareholders whose votes are not to be disregarded - ie to non-associated shareholders.

ASX Listing rule 10.11 provides that a company may not issue securities to a related party or to persons whose relationship with the company or a related party is, in ASX's opinion, such that shareholder approval should be obtained (subject to certain exceptions set out in ASX Listing Rule 10.12, none of which are presently relevant), unless the issue is approved by shareholders.

ASX Listing Rule 10.13 provides that the notice of meeting to approve the issue of securities must include certain specific information in relation to that issue.

ASX Listing Rule 11.1 provides that if an entity proposes to make a significant change to the nature or scale of its activities, it must provide full details to ASX as soon as practicable and in any event prior to the making the change. Listing Rule 11.1.2 provides that the entity must get the approval of holders of its ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting.

ASX Listing Rule 11.4 provides that a listed company must not dispose of a major asset if, at the time of disposal, it is aware that the person acquiring the asset intends to issue or offer securities with a view to becoming listed. If one of its child entities holds the major asset, the company must not sell securities in that entity with a view to the child entity becoming listed and must also ensure that the child entity does not issue securities with a view to the child entity becoming listed, unless those securities (except those to be retained by the entity or child entity) are offered pro rata to holders of ordinary securities in the listed company, or the holders of ordinary securities in the listed company approve the disposal without a prorata offer occurring.

Richfield Group Ltd Independent Expert's Report In respect of Resolution 4

Page 27

APPENDIX 2 - VALUATION FROM CHADWAY MANAGEMENT SERVICES PTE LTD

August 5, 2004

MGI Bridge Partners Level 41, Bank West Tower 108 St George's Terrace Perth, WA 6001

Attn: Mr Timothy J Spooner

We are a firm of management consultants in the Republic of Singapore. Among the corporate finance services we provide to our clientele is the preparation for and project management of their Initial Public Offerings (IPO) on the Singapore Stock Exchange (SGX) and other bourses in the Asia Pacific region, including Australia. As part of this service we assist clients in arriving at a value of their business for the purpose of pricing their shares for the IPO or for its merger with and acquisition of other businesses.

We have been requested by your goodselves, a professional firm assigned to provide an Independent Expert Report on the proposed acquisition of Richfield Marine Agencies Pte Ltd (RMA), a company incorporated in the Republic of Singapore by Richfield Shipping Ltd (RS), a company incorporated in Australia, to provide a valuation of RMA.

Basis of Evaluation

The market value or capitalization of a company is usually arrived at by multiplying the profits of the company by a Price Earning Ratio (PER) accorded by the stock market generally or specific to the industry that the business trades in. This value is usually expressed on a per share basis and when multiplied by the total number of shares issued by the company, represents its market value or capitalization at a particular point in time. Our valuation of RMA would be in accordance with this general practice.

Financial data

We have inspected the audited Balance Sheet and Profit and Loss statements of RMA as drawn up by its external auditors, Robert Yam & Co, Certified Public Accountants, Singapore, covering the six month period 1 January 2004 through 30 June 2004 of the current fiscal year. Our terms of reference do not require that we verify the accuracy of the financial statements as we are not the auditors of RMA.

The Balance Sheet of RMA as of 30 June 2004 per the audited report showed the Net Tangible Asset of the company to be S\$4,257,300 or S\$1.52 per share, made up principally of the company's paid up capital of S\$2.8 million and retained profits.

The Profit and Loss statement of RMA for the six month period ending 30 June 2004 stated its post tax profit to be S\$1,329,186 or S\$0.475 (47.5 Singapore cents) per share.

The Consideration

Current trading PER for the shipping/marine industry $\mathbf{1}$

As at the close of trading on Wednesday August 4, 2004 the companies in the shipping/marine industry listed on the Stock Exchange of Singapore (SGX) were traded on a weighted average Price Earning Ratio (PER) of 11.53. The average PER was weighted based on the market capitalization of companies in this industry, which range from S\$50 million to more than S\$4 billion and with good liquidity float. The nature of business of the companies listed in the shipping/marine sector of the SGX includes ship owners to marine service providers supporting ship owners, port and offshore oil and gas operations. RMA is currently engaged in providing services to ship owners and ship chartering, hence a player in both the shipping and marine sectors. As part of its business growth strategy, RMA intends to be a ship owner itself.

We were not able to compute an equivalent PER of shipping/marine businesses on the Australian Stock Exchange (ASX)

PER of Initial Public Offerings of shipping/marine based businesses $\overline{2}$

In the calendar year 2003 two companies in the marine industry made their Initial Public Offering (IPO) to be listed on the SGX. One was listed in February 2003 with a PER of 8.8 and the other in September 2003 with a PER of 13.3. There is currently a candidate from the marine industry awaiting its IPO on the SGX.

We are aware that most businesses with small market capitalization can command a PER of at least 8 on their Initial Public Offering on the ASX.

Upward potential of newly IPO shipping/marine business 3

By way of comparison using the most recent IPO of a marine business on SGX, the company traded at a PER of 15.9 on August 5, 2004 as compared to its IPO PER of 13.3, an appreciation of 19.5%, reflecting the buoyancy of the shipping/marine industry in the Singapore economy. It should be noted that the Straits Times Index, the main barometer of the SGX, appreciated by 8.97% (from 1,747.0 to 1,903.85) between the period October 2003 through August 5, 2004 and the Australian All Ordinaries Index appreciated 8.88% (from 3,265.6 to 3,555.5) over the same period.

RMA successful track record as a shipping/marine based business 4

RMA has been in the ship agency business for the past 20 years. A ship agent is the representative of the owner, manager, operator or charterer of ocean going vessels at each port of call. RMA has been providing port agency services to international ship owners when their vessels call at Singapore port, managing all their requirements from cargo loading and unloading, crew replacement and ship supplies replenishment at the busiest port in the world.

In addition to ship management, RMA is active in ship broking and chartering services for the handy size cargo sector and also provide crew management services. This comprehensive and integrated range of services gives RMA the economy of scale in shipping operations to generate the level of turnover and profits that is seen in the current fiscal year compared to previous years.

RMA growth potential as a successful ship owner 5

Its vast experience successfully managing other people's ships would place it at a huge advantage when it start to own its own ocean going vessels. RMA also has the necessary infrastructure in its current scope of business to be a successful ship owner as it ensures that its vessels would be well utilized and not wandering empty of cargo in the high seas. Besides reaping the profits of being a ship owner, it would also reduce the risks of revenue and profit losses when other ship owners go in liquidation.

RMA is efficiently operated and well managed 6

Mr CC Tan, Managing Director of RMA is a well qualified, experienced and respected professional in the shipping and marine industry. He was appointed Deputy Commissioner of Maritime Affairs for Vanuatu, a major flag registry in the international shipping community. It ensures that he is familiar with international shipping regulations that are applicable to ship owners, operators, managers and charterers as well as service providers to the industry.

RMA operates efficiently employing the latest technology available in office automation and trained manpower. It is ISO certified and is a member of BIMCO which specifies a high level of proficiency in ship management. Vessels under its management meet the eligibility criteria of the US Coast Guard Qualship 21 program.

Our Valuation of RMA

Taking into consideration the above mentioned 19.5% rate of appreciation of the PER of the most recent listed marine counter on the SGX, we applied a proportionate discount on the weighted average PER of 11.53 for the marine industry as on August 4, 2004 to ascertain an appropriate PER for the valuation of RMA as of today. The mathematical computation arrived at a PER of 9.28.

The six success factors of RMA as a business considered above and its upside potential to deliver its new scale of earnings as seen in the past six months both from existing business and new business as a ship owner justify the premium over the usual PER of 8 for the IPO of small cap stocks on the ASX.

Based on the audited post tax profit of S\$0.475 per share as on 30 June 2004 and applying a PER of 9.28, the company should have a value of S\$4.41 per share or a market capitalization of S\$12,342,400 based on its current 2.8 million issued shares.

It is our considered view therefore that the Valuation of S\$12,342,400 accorded to RMA has been well justified and be favourably considered by the Independent Expert to recommend its acceptance by the Board in the acquisition of RMA by Richfield Shipping Ltd.

Eric J P Ng, B Sc MBA Principal Consultant

$\bar{z}$

MGI BRIDGE PARTNERS

ACCOUNTANTS • CORPORATE & BUSINESS ADVISORS

25 August 2004

The Directors Richfield Group Ltd Level 1.9 Bowman Street SOUTH PERTH WA 6151

Dear Sirs

1. INTRODUCTION

The directors of Richfield Group Ltd ("Richfield", "RCH" or the "Company") have engaged Bridge Partners Pty Ltd ("MGIBP") to prepare an Independent Expert's Report ("the Report") in relation to a related party transaction, as described in Section 3 of this report ("the Proposed Transaction").

Our Report has been divided into the following sections:

$1.$ INTRODUCTION
$2^{\circ}$ SUMMARY OF OPINION
1. SUMMARY OF THE PROPOSED TRANSACTION
1. PURPOSE OF THE REPORT
$5.$ BASIS OF THE ASSESSMENT
1. OVERVIEW OF RICHFIELD SHIPPING (RS)
$7_{\cdot}$ VALUATION OF SHARES IN RICHFIELD GROUP LTD (RCH)
1. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS
1. SOURCES OF INFORMATION
$10.$ DECLARATIONS
$11.$ CONSENT

Level 41, BankWest Tower, 108 St George's Terrace, GPO Box 2570, Perth, Western Australia 6001 Tel: 08 9463 2463 Fax: 08 9463 2499 Email: [email protected]

$2¹$ SUMMARY OF OPINION

MGIBP has formed the opinion that the Proposed Transaction is fair because the fair value of the net assets being acquired is greater than the value of the consideration being offered by RCH.

$3.$ SUMMARY OF THE PROPOSED TRANSACTION

Resolution 5 of the attached Notice of Meeting provides:

5. REDUCTION OF CAPITAL

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, subject to the passage of Resolutions 1 and 4, and for the purposes of Sections $256C(1)$ of the Corporations Act, the ASX Listing Rules and the Company's Constitution and for all other purposes, the net assets of the Company be reduced by the Company making a pro rata in specie capital distribution of 4,646,760 fully paid ordinary shares in Richfield Shipping Pty Ltd to all of the holders of fully paid ordinary shares in the capital of the Company on the record date and otherwise on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

4. PURPOSE OF THE REPORT

Under ASX Listing Rule 10.1, a listed entity is prohibited from disposing of a substantial asset to a related party or a substantial shareholder without the Proposed Transaction being approved by the nonassociated shareholders. Listing Rule 10.2 defines an asset as being substantial if its value, or the value of the consideration, is 5% or more of the company's equity as set out in the latest accounts submitted to ASX.

Therefore, since the value of the proposed disposal exceeds 5% of Richfield's equity, a notice prepared in relation to a meeting of shareholders convened for the purposes of Listing Rule 10.1 must be accompanied by an independent expert's report stating whether the Proposed Transaction is fair and reasonable.

5. BASIS OF THE ASSESSMENT

Set out in Appendix 1 of this Report are the Australian Securities and Investments Commission ("ASIC") and ASX provisions relevant to the Proposed Transaction and information in relation thereto.

In preparing our Report, we have had regard to ASIC Policy Statements 74 and 75, together with ASIC Practice Notes 42 and 43 relating to independent experts' reports.

ASIC Policy Statement 75, states, inter alia:

an offer is considered "fair" if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
an offer is considered "reasonable" if it is fair or, if the offer is "not fair", it may still be "reasonable" L, after considering other significant factors which justify the acceptance of the offer in the absence of a higher bid.

ASIC Policy Statement 75 also provides examples of factors that are relevant in an assessment of reasonableness.

As assessment as to the fairness and reasonableness of the Proposed Transaction in set out in Section 8 of this Report.

6. OVERVIEW OF RICHFIELD SHIPPING LTD

$6.1$ Background

Richfield Shipping Ltd ("RS") is currently a wholly owned subsidiary Company of RCH. RS was previously a Pty Ltd company and converted its status to a public company and ASIC have advised that this has been approved and was gazetted on $20^th$ July 2004.

Resolution 4 of the attached Notice of Meeting addresses RS's proposed acquisition of 100% of the issued share capital of Richfield Marine Agencies (S) Pte Ltd (RMA), a company incorporated in Singapore.

On 18 August 2004, RS entered into a conditional agreement with Richfield Marine Agencies (S) Pte Ltd (RMA) whereby it proposes to acquire 100% of the issued share capital of RMA, a company incorporated in Singapore. In consideration for the proposed acquisition, the company proposes to issue and allot 46,226,100 shares in RS at \$0.20 each to the shareholders of RMA (comprising C.C. Tan and Jennifer P.C. Lim), both of whom are Directors of RCH, RS's holding company. RMA shareholders will acquire a 90.87% interest in RS. The conditions precedent to the sale agreement include, amongst others, RS successfully being admitted to the official list of ASX. This may entail a capital raising which would have a dilutory effect on the shareholding held by the RMA shareholders (for example, a capital raising of \$3.5 million, comprising a placement of up to 17.5 million shares at an issue price of 20 cents each would dilute the RMA shareholders' interest in RS to 67.61%, assuming they were not party to the placement). This proposed transaction ("RMA Proposed Transaction") is the subject of Resolution 4 of the attached Notice of Meeting and a separate Independent Expert's Report in this respect.

RMA is a member of the Singapore Shipping Association and BIMCO in Denmark and ITIC in the UK and holds both ISO 9002 quality assurance certification (since 1999) and ISO 9001:2000 (since 2002).

6.2 RMA's range of services

This includes the following:

Liner Trade Services (marketing & sales, full liner documentation, international logistics)
Port (Harbour) Handling Services (for owners/charterers/operators)
Offshore Support (launches, ship-to-ship transfers & transit facilities)
Container Traffic Operator
Port & Market Information
Bunkering (inside & outside port)
Spare Parts Supply
Customs Clearance and Forwarding
Container Sale & Purchase
Chartering of 'Handy-Size' Dry-bulk Ships

RMA's shipping business currently comprises:

Liner Trade	50%
Tramper Trade	35%
Other Representations	15%

Further detailed information on RMA and its core strategic initiatives, together with a summary of the forecast for the development of global shipping trade are provided in more detail in the RMA Independent Expert's Report.

6.3 RMA Board of Directors

C.C.Tan - Managing Director

Mr C.C.Tan founded RMA to handle ships chartered by the Military Sealift Command of the United States of America that called in at Singapore. He has developed RMA into a company offering a full suite of support services to the shipping industry. He has in-depth experience of international shipping including liner and tramper trade and has built up an extensive network of worldwide connections within the international shipping markets, including USA, Europe, East Africa, South Africa, Indian Sub-Continents and the Far East. More recently he has established a number of support companies providing ship management, logistics and chartering.

Mr C.C.Tan is also a director of RS and RCH and has been Deputy Commissioner of Maritime Affairs for the Government of the Republic of Vanuatu since February 1999 and is also a Chairman for a School Advisory Committee having been appointed by the Ministry of Education in Singapore in April 1999.

Jennifer P.C. Lim - Director

In addition to being a director of RS and RCH, Ms Jennifer Lim is currently also a director of an nvoce company, heading a team of managers in Singapore.

$\bf AUD$

Audited

$6.4$ Statement of RMA Financial Position

Summarised below is RMA's Audited Balance Sheet as at 30 June 2004.

RICHFIELD MARINE AGENCIES (S) PTE LTD Balance Sheet

	30 June 2004 SING\$	Equivalent @0.8183
Current Assets
Cash and Bank	5,688,479	4,654,882
Receivables	1,911,498	1,564,179
Total Current Assets	7,599,977	6,219,061
Non-Current Assets
Fixed Assets	77,771	63,640
Listed Bonds	696,407	569,870
Other	5,500	4,501
Total Non-Current Assets	779,678	638,011
Total Assets	8,379,655	6,857,072
Current Liabilities
Payables	2,182,513	1,785,950
Interest-bearing liabilities	1,592,228	1,302,920
Current Taxation liabilities	327,507	267,999
Total Current Liabilities	4,102,248	3,356,869
Non-Current Liabilities
Tax/HP creditors	20,107	16,454
Total Non-Current Liabilities	20,107	16,454
Total Liabilities	4,122,355	3,373,323

Net Assets	4,257,300	3,483,749
Shareholders' Equity
Contributed Equity	2,800,000	2,291,240
Reserves	1,457,300	1,192,509
Total Shareholders' Equity	4,257,300	3,483,749

Total number of shares on issue	2,800,000	2,800,000
Net asset backing per share	SING\$1.52	AUD1.24

6.5 Movements in RS fully paid ordinary shares

The movements in RS's issued share capital, including those anticipated as a result of the RMA Proposed Transaction are as referred to below:

	A\$	Number
07.01.03 - 10 shares at \$1 each	10	10
10.03.04 - 100,000 shares of \$1 each	100,000	100,000
Total on issue as 30 June 2004	100,010	100,010
Conversion of shares to \$0.20 shares (Note i)	100.010	2,000,200
25.08.04 - Issue of shares to RCH	132,328	2.646.560
Total shares held by RS, the subject of the proposed equal capital reduction	232.338	4,646,760
Issue of shares to acquire RMA (Note ii)	9,245,220	46,226,100
Total shares on issue post proposed transaction	9.477.558	50.872.860

$(i)$ A resolution to convert the existing \$1 shares to shares of \$0.20 was passed by RS on 25 August 2004.
RS's interest in the total shares on issue post RMA proposed transaction amounts to 9.13% $(ii)$ (being 4,646,760 of the total of 50,872,860).

6.6 Richfield Shipping (RS) Pro Forma Unaudited Balance Sheets

Reflecting the Proposed Transaction and RMA Proposed Transaction:

	RS	Post RMA
	Unaudited	Transaction
	30 June 2004	30 June 2004
	A\$	A\$
Notes	(i)	(ii), (iii), (iv)
Current Assets
Cash and Bank	268,973	4,923,855
Receivables		1,564,179
Total Current Assets	268,973	6,488,034

Non-Current Assets
Fixed Assets		63,640
Intangible Asset		5,761,471
Listed Bonds		569,870
Other	u,	4,501
Total Non-Current Assets		6,399,482
Total Assets	268,973	12.887.516

Page 8

6.6 Richfield Shipping (RS) Pro Forma Unaudited Balance Sheets (Continued)

Current Liabilities
Payables		1,785,950
Interest-bearing liabilities		1,302,920
Current Taxation liabilities	u	267,999
Total Current Liabilities		3,356,869
Non-Current Liabilities
Tax/HP creditors		16,454
Loan RCH	37,290	37,290
Total Non-Current Liabilities	37,290	53,744
Total Liabilities	37,290	3,410,613

Net Assets	231,683	9,476,903
Shareholders' Equity
Contributed Equity	232,338	9,477,558
Reserves	(655)	(655)
Total Shareholders' Equity	231,683	9,476,903

Total number of shares on issue	4,646,760	50,872,860
Net asset backing per share	\$0.05	\$0.186

$(i)$ RCH advanced \$269,618 to RS in March 2004, of which some \$232,328 has been utilised to subscribe for further shares in RS (refer 6.5 above). The number of shares on issue in RS at 30.06.04 has been recalculated to reflect the subsequent conversion of shares and issue of shares on 25 August 2004.
This reflects the RMA Proposed Transaction the subject of Resolution 4 of the attached $(ii)$ Notice of Meeting (based on converting RMA's 30 June 2004 Balance at S\$1 = A\$0.8183).
$(iii)$ The pro rata capital distribution has no effect on the above Balance Sheet, as its effect is to change the composition of the shareholders.

6.7 Substantial Shareholders' interest in Proposed Transaction

	$CC$ Tan $\&$ Associates	K Ho	J Bai
No. of shares held in RS post RMA Transaction	46,226,100
No. of shares held in RS due to RCH In Specie Distribution	1,074,000	220,000	151,287
Total	47,300,100	220.000	151,827
% held in RS prior to any RS proposed Capital Raising	92.98%	0.43%	0.30%

As referred to in Section 6.1 above, a capital raising undertaken as part of the proposed ASX listing of RS would have a dilutory effect on the above percentages.

$7.$ VALUATION OF SHARES IN RICHFIELD GROUP LTD (RCH)

$7.1$ Valuation Overview

In valuing RCH prior to consideration of the Proposed Transaction, we have considered the following valuation approaches.

Market value approach;
Asset based approach;
Discounted cash flow ("DCF") approach; and
Capitalisation of future maintainable earnings (earnings based) approach.

$7.2$ Valuation Approach

$7.3$ Value of Richfield Shares

This has resulted in the following calculation of net asset backing per share (refer Table below):

Page 10

7.3 Value of Richfield Shares (Continued)

RICHFIELD GROUP LTD AND CONTROLLED ENTITIES

	Reviewed 31 12.03 \$	Investment In RS (Note i) \$	In Specie Distribution (Note ii)	Pro Forma Post Transaction (Note iii)
Current Assets
Cash	1,179,021	(269, 618)		909,403
Receivables	19,187			19,187
Total Current Assets	1,198,208			928,590
Non-Current Assets
Investment in RS		269,618	(232, 328)	37,290

Total Non-Current Assets
Total Assets	1,198,208			965,880
Current Liabilities
Payables	247,538			247,538
Other liabilities
Total Current Liabilities	247,538			247,538
Total Liabilities	247,538			247,538
Net Assets	950,671			718,342

Shareholders' Equity
Contributed Equity	8,963,131			8,963,131
Reserves	(16,680)			(16, 680)
Accumulated Losses	(7,995,780)		(232, 328)	(8,228,108)
Total Shareholders' Equity	950,671			718,343
Total number of shares on issue	464,676,013			464,676,013

Net asset backing per share	\$0.002			\$0.0015

$(i)$ RCH advanced \$269,618 to RS in March 2004, of which some \$232,328 has been utilised to subscribe for a further 4,646,760 shares in RS subsequent to 31 December 2003.

$(ii)$ This reflects the pro rata in specie capital distribution to be made pursuant to Resolution 5 of the attached Notice of Meeting.

$(iii)$ This reflects the Balance Sheet after the pro rata capital distribution has been effected.

$7.4$ RCH Issued Capital and Share Transactions

$7.4.1$ Issued Capital

$7.4.2$ Options

At the date of this Report, there are no options on issue.

7.4.3 Share Trading

The following summary provides details of the monthly trading volumes of Richfield shares on ASX. This illustrates that the trading in Richfield can be considered to be very thin.

MONTH	High	Low	Volume
August 2004 (to $10^{th}$ )	0.009	0.009	Nil
July 2004	0.010	0.006	155,888
June 2004	0.007	0.006	318,000
May 2004	0.010	0.007	70,000
April 2004	0.011	0.007	579,832
March 2004	0.009	0.007	490,336
February 2004	0.010	0.007	317,500
January 2004	0.008	0.006	964,000

As can be seen from the above table, in the past seven months the company's share price has risen from a low of \$0.006 in January 2004 to a high of \$0.011 in April 2004, but has dropped back to a low of \$0.006 in July 2004 – as at $10^{th}$ August there have been no trades to date.

RCH's recent share price history is provided in the graph below.

Page 12

RCH Recent Share Price History

NB - At the AGM in December 2002, shareholders approved the reduction of the Company's share capital by cancelling the existing paid up share capital to the extent of \$0.0925 per share.

7.4.4 Schedule of recent RCH ASX Announcements

Recent announcements since end of the company's last financial year are as summarised below:

Date	ASX Announcement
28.07,04	Commitments Test Entity - Fourth Quarter Report
27.07.04	Memorandum of Understanding with Advanz Data Solutions P/L
30.04.04	Commitments Test Entity – Third Quarter Report
08.03.04	Resignation of CEO
04.03.04	Resignation of Directors
20.02.04	Half yearly Report and Half year Accounts
30.01.04	Commitments Test Entity - Second Quarter Report
21.11.03	Takeovers Panel Announcement - Panel not to conduct proceedings
06.11.03	Takeovers Panel receives application
28.10.03	Commitments Test Entity – First Quarter Report
30.09.03	Annual Report
12.09.03	Preliminary Final Report
06.08,03	Supreme Court Hearing 31.07.03
25.07.03	Commitments Test Entity - Fourth Quarter Report

$7.4.5$ Market Value

Whilst there has been no specific announcement regarding Richfield's proposed acquisition of RMA and in specie distribution at the time of writing, reference to the RMA Proposed Transaction was made in the Takeovers Panel media releases dated 6 and 21 November 2003. In the few weeks prior to these announcements, the share price fluctuated from \$0.011 to \$0.010. In the period from the date of the releases to 10 August 2004, the company's share price has fluctuated between \$0.011 and \$0.006. The valuation range determined in Section 7.3 is not inconsistent with the market value range, having regard to all the relevant circumstances.

$7.4.6$ Premium for Control

$7.5$ Effect of Proposed Transaction on an Individual's Shareholding in RCH

The effect of the equal capital reduction contemplated by Resolution 5 is that shareholders in RCH will receive a pro-rata distribution in specie of approximately 4,646,760 RS shares held by RCH on the basis of 1 RS share for every 100 shares held on the Record Date.

As referred to in Section 7.4.3 of this report, in our opinion there has been insufficient share market trading from which to draw an accurate conclusion regarding the value of RCH's shares. Therefore, valuing the shares on the basis of RCH's Total Net Assets per share, as shown in Section 7.3 of this report, the effect of the Proposed Transaction on a holder of (say) 100,000 ordinary fully paid RCH shares would be as follows:

Holding	Total Net Asset	Total
	Value Per Share (i)
	cents	\$
Before Proposed
Transaction
RCH
100,000 Shares	0.2	200
After Proposed
Transaction
RCH
100,000 Shares	0.15	150
RS (1:100)
1000 Shares	0.186	186
TOTAL		336
Difference		136

$(i)$ This is based on RCH's reviewed half yearly report to 31 December 2003.

This would indicate that the net value of an individual's shareholding will increase as a result of approving the Proposed Transaction.

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS

$8₁$ Assessment as to Fairness

As noted in Section 5 of this Report, an offer is considered "fair" if the value of the consideration being offered is equal to, or greater than, the value of the securities that are the subject of the offer. Based upon the calculations contained in Section 7.5 of this report, the value of an individual shareholder's combined holdings in RCH and RS will be effectively no less than prior to the Proposed Transaction. Hence the non-associated shareholders will be no worse off as a result of approving the Proposed transactions.

$8.2$ Assessment as to Reasonableness

ASIC Policy Statement 75, states that an offer is reasonable if it is fair. Under this criterion, as the offer consideration is no less than the assessed value, the offer is reasonable. In addition, there are a number of other relevant factors to be considered in assessing the reasonableness of the Proposed Transaction. These factors are set out below as advantages and disadvantages.

Advantages

all Shareholders retain an interest in the development of RS's shipping interests through their individual pro-rata shareholding in RS;
the proposed listing of RS on ASX may possibly result in a higher combined market valuation for RCH and RS than the current market valuation of RCH;
all Shareholders retain their percentage ownership interest in the capital of RCH;
the separate listing of the interests in the RS structure allows new investors to specifically focus on Shipping through RS; and
future capital raisings may be more achievable by each individual listed entity. $\overline{\phantom{a}}$

Disadvantages

there is no guarantee that the RS shares or one's holding in RCH will increase in value;
Shareholders may incur additional transaction costs if they wish to dispose of their new investment in RS; and
there may be a taxation consequence in respect of the distribution of the RS shares to RCH shareholders. RCH Shareholders should obtain their own independent taxation advice prior to voting on Resolution 5.

Note: As a result of the Proposed Transaction, the individual substantial shareholders in RCH (the related parties) will receive a further pro rata entitlement in RS. However, this amounts in total to a 2% increase in their combined interest in RS and hence is not considered to be a material disadvantage.

8.3 Conclusion

Based on the valuation of a Richfield share and on the above assessment, MGIBP is of the opinion that the Proposed Transaction is fair and reasonable to the non-associated shareholders of RCH.

9. SOURCES OF INFORMATION

In making our assessment as to whether the Proposed Transaction is fair and reasonable to the nonassociated shareholders of RCH, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with the Company's CEO and other management. Information we have received includes, but is not limited to the following:

Richfield's half yearly report for the period ended 31 December 2003; ۰
Recent ASX announcements lodged by the Company; $\bullet$
Notice of Meeting and Explanatory Statement in respect of the AGM held on 18 December 2002;
Audited Financial Statements for RMA to 30 June 2004;
Recent Shipping media articles; and
Economic data and outlook provided by the Singaporean Ministry of Trade and Industry.

10. DECLARATIONS

This Report has been prepared at the request of the Directors of RCH specifically for the non-associated shareholders of RCH. It is not intended that this Report be used for any other purpose other than to accompany the Notice of Annual General Meeting to be sent to the RCH shareholders. In particular, it is not intended that this Report should be used for any purpose other than as an expression of the opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of RCH. MGIBP disclaims any assumption of responsibility for any reliance on this Report to any person other than those for whom it was intended, or for any purpose other than that for which it was prepared.

Prior to accepting this engagement, MGIBP considered its independence with respect to Richfield with reference to ASIC Practice Note 42. In MGIBP's opinion, it is independent of RCH, RS and RMA.

MGIBP has evaluated the information provided to it by RCH and other parties, through inquiry, analysis and review, and nothing has come to its attention to indicate the information provided was materially misstated or would not provide a reasonable basis for the Report. MGIBP has not, nor does it imply that it has audited or in any way verified any of the information provided to it, other than as disclosed in this report.

In accordance with ASIC Policy Statements 42 and 75 and the Corporations Act 2001, MGIBP provides the following information and disclosures:

۰ MIGBP will be paid its usual professional fees (at an amount estimated to be A\$5,000) based on time involvement at normal professional rates, for the preparation of this Report.

Apart from the aforementioned fee, neither MGIBP, nor any of its associates will receive any other ۰ benefits, either directly or indirectly, for or in connection with the preparation of this Report.
$\bullet$ Neither MGIBP, nor any of its directors or associates has any interest in RCH.
Neither MGIBP nor any of its associates has had any relationship with RCH or an associate of ۰ Richfield in the last five years.

11. CONSENT

Yours sincerely MGI BRIDGÉ PARTNERS

T J SPOONER CA ACA(UK) ACIS DIRECTOR

Dme30368/30314/27301/30148

APPENDIX 1 - ASIC AND ASX PROVISIONS RELEVANT TO THE PROPOSED TRANSACTION

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party:

the company must obtain the approval of its members in the prescribed manner $(a)$ and give the benefit within 15 months after the approval; or
the giving of the benefit must fall within one of the nominated exceptions. $(b)$

Section 219 of the Corporations Act sets out the requirements for explanatory statements required to be sent to shareholders in relation to the giving of financial benefits to related parties.

Section $256C(1)$ of the Corporations Act provides that an equal reduction of capital must be approved by a resolution passed at a general meeting of the company.

Section 606(1) of the Corporations Act provides that a person must not acquire a relevant interest in issued voting shares in a company if the company is a listed company and the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's or someone else's voting power in the company increases from 20% or below to more than 20% or from a starting point that is above 20% and below 90%. Voting power is calculated in accordance with Section 610.

APPENDIX 1 - ASIC AND ASX PROVISIONS RELEVANT TO THE PROPOSED TRANSACTION (CONT'D)

ASX Listing Rule 10.2 provides that an asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the listing rules.

ASX Listing Rule 10.13 provides that the notice of meeting to approve the issue of securities must include certain specific information in relation to that issue.

AI assistant

EV RESOURCES LTD — Regulatory Filings 2004

64887_rns_2004-09-21_c8f47389-cb95-4b60-afba-67dd9a69ef88.pdf

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

Notice of Annual General Meeting

RICHFIELD GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING PROXY FORM

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

NOTICE OF ANNUAL GENERAL MEETING

Richfield Group Limited gives notice that its Annual General Meeting of members will be held at the Matilda Bay Room, Hyatt Regency Perth Hotel, 99 Adelaide Terrace, Perth in Western Australia, at 3.00 pm on Wednesday 27 October 2004.

AGENDA

BUSINESS

Accounts and Reports

1. AMENDMENT TO CONSTITUTION

$\overline{2}$ . RE-ELECTION OF DIRECTOR

3. ELECTION OF DIRECTOR

4. ACQUISITION OF RICHFIELD MARINE AGENCIES (S) PTE LTD

Voting Exclusion Statement

5. REDUCTION OF CAPITAL

OTHER BUSINESS

NOTES

RICHFIELD GROUP LIMITED ABN 66 009 144 503

PROXY FORM

Appoints

Business

Appointment of a second proxy

RICHFIELD GROUP LIMITED

RICHFIELD GROUP LIMITED ABN 66 009 144 503

INDEX

CORPORATE DIRECTORY

RICHFIELD GROUP LIMITED

REGISTERED OFFICE

DIRECTORS

AUDITORS

SHARE REGISTRY

STOCK EXCHANGE LISTING

CORPORATE GOVERNANCE

AUDIT COMMITTEE

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) DIRECTORS' REPORT

DIRECTORS

PRINCIPAL ACTIVITIES

OPERATING RESULTS

DIVIDENDS PAID

REVIEW OF OPERATIONS

STATE OF AFFAIRS

DIRECTORS' AND EXECUTIVE OFFICERS' EMOLUMENTS

MEETINGS OF DIRECTORS

INDEMNIFICATION OF OFFICERS OR AUDITORS

INFORMATION ON DIRECTORS

Mr Steven Leigh Pynt - Chairman

Mr Jack Bai - Non Executive Director

Mr Chak Chew Tan - Non Executive Director

Ms Jennifer Poh Choo Lim - Non Executive Director

Mr Christopher Bai - Non Executive Director

Dr Boon Seng Tan - Non Executive Director (Resigned 4 March 2004) Mr Kevin Ho - Non Executive Director (Resigned 4 March 2004)

AFTER BALANCE DATE EVENTS

FUTURE DEVELOPMENTS

ENVIRONMENTAL ISSUES

PROCEEDINGS ON BEHALF OF THE COMPANY

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2004

RICHFIELD GROUP LIMITED (ABN 66 009 144 503) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2004

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING

(c) INCOME TAX

(d) PRINCIPLES OF CONSOLIDATION

(e) PROPERTY, PLANT & EQUIPMENT

Plant and Equipment

Depreciation

$(f)$ LEASES

(g) INVESTMENTS

(h) INVENTORIES

(i) EMPLOYEE ENTITLEMENTS

EV RESOURCES LTD Regulatory Filings 2004