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FATFISH GROUP LIMITED Annual Report 2012

Nov 8, 2012

64911_rns_2012-11-08_153b42d0-1e54-4388-93c9-d976efa92377.pdf

Annual Report

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Atech Holdings Limited

ABN 88 004 080 460

Annual Financial Report 2012

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND ITS CONTROLLED ENTITIES

FINANCIAL REPORT FOR THE YEAR ENDED 30 June 2012

Directors Donald Han Low George Karafotias Jeffrey Tan

Secretaries George Karafotias

Assistant Company Secretary James Podaridis

Registered Office 101 Rathdowne St

Carlton Vic 3053

Auditors

Grant Thornton Audit Pty Ltd Chartered Accountants Level 30, 525 Collins Street Melbourne, Victoria, 3000

Principal Share Register

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Principal Bankers Westpac

ATECH HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT

Atech Holdings Limited's Corporate Governance Arrangements

The objective, of the Board of Atech Holdings Limited is to create and deliver long-term shareholder value through a range of diversified business activities.

The Board considers there to be an unambiguous and positive relationship between the creation and delivery of long-term shareholder value and high-quality corporate governance. Accordingly, in pursuing its objective, the Board has committed to corporate governance arrangements that strive to foster the values of integrity, respect, trust and openness among and between board members, management and stakeholders.

Atech Holdings Limited and its subsidiaries operate as a single economic entity with a unified Board and management. As such, the Board's corporate governance arrangements apply to all entities within the economic group.

Atech Holdings Limited is listed on the Australian Securities Exchange (ASX) (currently suspended). Accordingly, unless stated otherwise in this document, the Board's corporate governance arrangements comply with the recommendations of the ASX Corporate Governance Council (including the 2010 amendments) as well as current standards of best practice for the entire financial year ended 30 June 2012.

Board Composition

The Board has a broad range of relevant financial and other skills, experience and expertise to meet its objectives. The current Board composition with details of individual Director's background is set out in the Directors Report on pages 5 and 6.

An independent director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or could reasonable be perceived to materially interfere with, the independent exercise of their judgment. For a director to be considered independent, they must meet all of the following materiality thresholds:

  • not hold, either directly or indirectly through a related person or entity, more than 10% of the company's outstanding shares;
  • not benefit, either directly or through a related person or entity, from any sales to or purchases from the company or any of its related entities; and
  • derive no income, either directly or indirectly through a related person or entity, from a contract with the company or any of its related entities.

Ethical Standards

The Code of Conduct policy requires all directors and management to at all times:

  • act honestly and in good faith;
  • exercise due care and diligence in fulfilling the functions of office;
  • avoid conflicts and make full disclosure of any possible conflict of interest;
  • comply with both the letter and spirit of the law;
  • encourage the reporting and investigation of unlawful and unethical behaviour; and
  • comply with the share trading policy outlined in the Code of Conduct.

Directors are obliged to be independent in judgment and ensure all reasonable steps are taken to ensure that the Board's core governance values are not compromised in any decisions the Board makes.

Diversity Policy

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent.

Share Ownership and Share Trading Policy

Details of directors' individual shareholdings in Atech Holdings Limited are provided in the remuneration report. At the 30 June 2012 no director was a shareholder in Atech Holdings limited or its subsidiaries.

ATECH HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT

Directors and key management personnel (KMP) are prohibited from limiting risk attached to incentives paid in the form of options or rights by use of derivatives or other means.

Board Committees

There are currently no Board committees. Atech does not comply with ASX recommendation on Board committees as the current Board size does not allow for separate Board committees to be effective or add value. All issues are considered by the directors.

Nomination, Appointment and Retirement of Directors

Recommendations for nominations of new directors are made by the Board. Those nominated are assessed on a range of criteria including background, experience and personal and professional skills. If the Board appoints a new director during the year, that person will stand for election by shareholders at the next annual general meeting. Due to the size of the Board, three members, the Board does not consider there is any advantage to shareholders in creating a nomination committee in a Board consisting of 3 members. Atech's Constitution provides that one third of directors must retire each year. Eligible directors who retire in each year may offer themselves for re-election by shareholders at the next annual general meeting.

Directors Access to Information

All directors' have unrestricted access to company records and information and receive regular financial and operational reports. Atech's company secretary provides directors with ongoing guidance on issues such as corporate governance, the company Constitution and the law. The Board and each director individually have the right to seek independent professional advice at Atech's expense to help them carry out their responsibilities.

Performance Evaluation

Performance evaluations for individual directors, the Board were conducted during the reporting period ending 30 June 2012 in accordance with the above process.

Board Roles'and Responsibilities

The Board is accountable to the shareholders for creating and delivering shareholder value through governance of the company's business activities. The discharge of these responsibilities is facilitated by the Board delivering to shareholders timely and balanced disclosures about the company's performance.

As a part of its corporate governance arrangements, the Board has established a strategy for engaging and communicating with shareholders that includes:

  • regular meetings with overseas shareholders;
  • half yearly reporting to all shareholders; and
  • actively encouraging shareholders to attend and participate in the company's Annual General Meeting.

Shareholder Rights

Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors, changes to the constitution and receipt of annual and interim financial statements. The Board actively encourages shareholders to attend and participate in the Annual General Meetings of Atech Holdings Limited, to lodge questions to be responded by the Board and are able to appoint proxies.

Risk Management

The Board considers identification and management of key risks associated with the business as vital to creating and delivering long-term shareholder value. The intention is to enable risks to be balanced against appropriate rewards. Due to the current size of the company and its limited operations it is not appropriate to maintain a formal risk management structure.

An assessment of the business's risk profile is undertaken and reviewed by the Board each year covering all aspects of the business from the operational level through to strategic level risks. The company secretary has been delegated the task of implementing internal controls to identify and manage risks for which the Board provides oversight. The effectiveness of these controls is monitored and reviewed regularly. The uncertain economic environment has emphasised the importance of managing and reassessing its key business risks.

ATECH HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT

Remuneration Policy

Directors' remuneration is determined under the constitution and the shareholders. Atech does not currently pay its directors a fixed remuneration. The directors are reimbursed for expenses incurred by them in the course of their duties. The company secretary is paid on an hourly basis and is also reimbursed for expenses incurred on behalf of the company.

The amount of remuneration for all KMP for the company, including all monetary and non-monetary components, is detailed in the remuneration report under the heading "Key Management personnel remuneration policy". All remuneration paid is valued at the cost to the company and expensed.

There were no payments of bonuses, options or other incentive payments to the Board.

Corporate responsibility and sustainability

The aims of the Board are to manage the company's business in a way that produces positive outcomes for all stakeholders and maximises economic, social and environmental values simultaneously.

Code of Conduct

The company does not have a formal Code of Conduct that applies to all directors and key management personnel, however the directors' believe their core values of teamwork, integrity and performance ensure ethical outcomes and the alignment of shareholders and Board interests. The Board is acutely aware of the ASX recommendations and endeavours at all times to act ethically in line with its obligations under the ASX Corporate Governance Principles and Recommendations, the Corporations Act and the ASX Listing Rules.

Insider Trading Policy

All directors and employees of a Corporation are subject to restrictions under the law relating to dealing in certain financial products including shares in a company, if they are in possession of inside information. Inside information is information that is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities of the company. As the company is suspended, the policy at this time is somewhat immaterial.

Market disclosure Policy and Practices

The company secretary has responsibility for ensuring compliance with the continuous requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, shareholders and other interested parties. The company is committed to giving all shareholders access to information about its activities and to fulfil its continuous disclosure obligations. Atech does not maintain its own website and relies on communication in this medium on the ASX Announcements platform carrying all the relevant information. In this respect the company does not comply with Principle 6, however as the company is currently suspended and all the information it would carry on a Company website is carried on the ASX website, it does not believe its shareholders are disadvantaged.

DIRECTORS' REPORT

The directors of Atech Holdings Limited present their report on the consolidated entity ("Group"), consisting of Atech Holdings Limited and the entities it controlled at the end of and during the financial year ended 30 June 2012.

DIRECTORS

The following persons were directors of Atech Holdings Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Donald Han Low George Karafotias Eric Jiang (resigned as director 12th October 2011) Jeffrey Hua Yuen Tan (appointed as director 12th October 2011)

INFORMATION ON DIRECTORS

Director Donald Han Low (Chairman/Non-Executive Director)

Qualifications B.Econs, University of Western Australia

Experience Appointed as a Board Member on 8 April 2008.

Mr. Low has extensive experience in corporate advisory/finance and management in various sectors including, but not limited to, plantations, telecommunications, manufacturing, infrastructure development and financial services.

Mr. Low has served on many boards of both private and publicly listed companies in Asia and Europe. He was formerly the Acting Chief Executive Officer & Executive Director of Anglo-Eastern Plantations Plc, a fully listed company on the London Stock Exchange. He also sits as a Non-Executive Director/Chairman of the Audit Committee of Oriented Media Group Berhad, a digital media company listed on the ACE Board of Bursa Malaysia (the Malaysian Stock Exchange).

Interests in Shares Nil ordinary shares

Interests in Options Nil options

Special Responsibilities Nil.

Directorships in other listed companies: Nil

DIRECTORS' REPORT (CONT'D)

INFORMATION ON DIRECTORS

Director Jeffrey Hua Yuen Tan ( Non - Executive Director)
Qualifications B. Business Univ SA
Experience Appointed as a Board Member on 12 October 2011.
Mr Tan has 16 years experience in equities and derivatives markets and client
portfolio advisory roles and has also facilitated resource and property projects in
China and Vietnam. Mr Tan is a director of Fraden Projects Australia Pty Ltd, a
company of foreign project management consultants that facilitated the
development of the USD \$300 million Yen So Project with the local government and
Gamuda Berhad. As Director he has also facilitated the acquisitions and
development of private ventures in China's Heilongjiang and Jilin
Provences.
Interests in Shares Nil ordinary shares
Interests in Options Nil options
Special Responsibilities Nil.
Directorships in other listed companies ECSI Limited
Director George Karafotias (Non-Executive Director)
Qualifications Bachelor of Commerce University of Adelaide
Experience Appointed as a Board Member on 21 February 2011.
companies. Mr Karafotias is an accountant who has had many years experience as a business
operator and proprietor and has served on the Board of two other ASX listed
In addition Mr Karafotias also provides company secretarial services and corporate
advisory services to listed and unlisted companies, focusing on restructuring and
refinancing.
Interests in Shares Nil ordinary shares.

Interests in Options Nil options Special Responsibilities Nil.

Directorships in other listed companies Biron Apparu Limited, ECSI Limited, Central Kimberley Diamonds Limited.

DIRECTORS' REPORT (CONT'D)

INTERESTS IN CONTRACTS

None of the above directors have any personal interests in the contracts entered into by Atech Holdings Limited or its controlled entities other than those mentioned above and in Note 16 Related Party Transactions.

COMPANY SECRETARY

Mr James Podaridis was appointed joint company secretary on 1 August 2011.

MEETINGS OF DIRECTORS

During the financial year, meetings of directors (including committees of directors and circular resolutions passed) were held. Attendances were:

Directors' Meetings
Name of Director Number eligible
to attend
Number
attended
Mr Donald Han Low 6 6*
Mr George Karafotias 7 7
Mr Eric Jiang 3 3
Mr Jeffrey Tan 4 4

*D.Low was excused from one meeting on the basis of potential conflict of interest.

PRINCIPAL ACTIVITY

The principal activity of the consolidated entity during the financial year was the investment of cash.

OPERATING RESULTS

The consolidated loss of the consolidated entity after providing for income tax amounted to \$1,404,536 [2011: \$134,105].

DIVIDENDS PAID OR RECOMMENDED

It is not recommended that a dividend be declared and no dividends were paid or declared since the end of the previous financial year.

REVIEW OF OPERATIONS

During the year the consolidated entity invested in cash and this was the only source of the entity's revenue.

In relation to the Alpha Wealth Financial Services Pty Ltd acquisition, loan funds of \$350,000 together with accrued interest due and payable on 2nd December 2011 were not received. The loss for the year includes an impairment of \$417,369 on the entity's financial assets. The directors are continuing to pursue the recovery of these funds. The refundable deposit of \$460,478 paid to Alpha Wealth Financial Services Pty Ltd was repaid to the entity on 17th August 2011.

DIRECTORS' REPORT (CONT'D)

REVIEW OF OPERATIONS (CONT'D)

On 19th August 2011, the entity announced an acquisition proposal to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong ("Apuah"). The entity was granted an exclusive right to deal with Apuah and paid a non-refundable fee of \$500,000 for that right.

In addition, the entity has advanced Apuah \$235,000 to assist Apuah with the payment of transport costs needed for Apuah to supply coal under a \$5.16m USD sale contract between Apuah and a Korean company, Open Blue Co Ltd ("Open Blue"). The entity has been named on this contract as a facilitator to the sale transaction and it was intended that the entity provide a performance bond to Open Blue to support Open Blue issuing a letter of credit to the entity (as beneficiary nominated by Apuah) for the sale value. The sale was to be finalised by April 2012 but has been deferred. The intention of the entity is to recover these funds either through the completion of the acquisition proposal, in which case it will form part of the acquisition price, or through cash repayment. As there is no security over this amount advanced, the amounts have been fully impaired.

FINANCIAL POSITION

The net assets of the consolidated entity have decreased by \$1,404,536 during the financial year. The entity has a net asset surplus as at the year end.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Other than as disclosed elsewhere in this report there was no significant change in the state of affairs of the consolidated entity.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

There have been no material items, transactions or events identified subsequent to balance date that requires further adjustment or reporting.

DIRECTORS' REPORT (CONT'D)

FUTURE DEVELOPMENTS

Other than information disclosed elsewhere in this financial report, likely developments in the operations of Atech Holdings Limited and the expected results of those operations in future financial years have not been included as the inclusion of such information is likely to result in unreasonable prejudice to the company.

ENVIRONMENTAL ISSUES

The economic entity's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.

AUDIT / NON AUDIT SERVICES

Auditors' remuneration is disclosed in Note 14. No non-audit services have been provided by the auditor or their related practices.

INDEMNIFICATION OF OFFICERS AND AUDITORS

An indemnity has been given by the company in favour of the directors to the extent that the Corporations Act 2001 allows. No payment or agreement has been given in relation to a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings.

No other insurance premium or indemnity has been paid or provided in respect of any directors or auditors.

SHARE OPTIONS

No options were granted over unissued shares or interests during or since the financial year by the company or a controlled entity to directors or other persons. No options over unissued shares existed at balance date.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court under section 237 of the Corporations Act 2001, 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 party to any such proceedings during the year.

AUDITOR'S INDEPENDENCE DECLARATION

A copy of the auditor's independence declaration as required by section 307C of the Corporations Act 2001 is attached on page 12.

DIRECTORS' REPORT (CONT'D)

REMUNERATION REPORT (Audited)

This remuneration report sets out remuneration information for non-executive directors, executive directors, other key management personnel and the five highest remunerated executives of the group and the company.

Remuneration Policies

The remuneration policy was determined as follows:

No directors' fees were paid.

There are no schemes for retirement benefits.

The directors are reimbursed for expenses incurred by them in the course of their duties as directors of the company. Donald Low has been provided with the use of a company vehicle. There is not link between the provision of any non-monetary benefits and performance of the company.

Key management personnel remuneration policy

The key management personnel of the company are represented by the directors and company secretary. The key management personnel remuneration policy is therefore the same as the directors' remuneration policy.

Directors and executives disclosed in this report

Name Position Held
Mr Donald Han Low Chairman / Non-Executive Director
Mr George Karafotias Non-Executive Director/Company
Secretary
Mr Eric Jiang Non-Executive Director
(resigned as director 12 October 2011)
Mr Jeffery Tan Non-Executive Director
(appointed as director 12 October 2011)
Mr James Podaridis 19 August 2011 Joint assistant company secretary

denotes the person being both a key management of the group and also among the five most highly remunerated company or group executives, as required to be disclosed under the Corporations Act 2001.

2012 Key Management Personnel of the group and other executives of the company and the group

Cash Salary and
Fees
\$
Non-monetary
Benefits
\$
Superannuation
\$
Total
\$
Directors
Donald Han Low - 59,409 - 59,409
George Karafotias 3,000* - - 3,000
Eric Jiang - - - -
Jeffrey Tan - - - -
Joint Assistant Secretary
Mr James Podaridis 40,408** 40,408
Total 43,408 59,409 - 102,817

* Paid to Garang Pty Ltd

** Paid to TTD Asset Management Pty Ltd

Cash Salary and
Fees
Non-monetary
Benefits
Superannuation Total
Directors $\mathcal{F}$
Donald Han Low ۰ $11,007***$ 11,007
George
Karafotias 36,000** 36,000
Shane Peter - $\overline{\phantom{a}}$ $\overline{\phantom{a}}$
Mohd Nadzir Bin
Mahmud -
William Tien $6,000*$ $***$ $\overline{\phantom{a}}$ 6,000
Eric Jiang $\qquad \qquad$ $\overline{\phantom{0}}$ $\qquad \qquad \blacksquare$
Total 42,000 11,007 ٠ 53,007

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Auditor's Independence Declaration To the Directors of Atech Holdings Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Atech Holdings Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been:

  • a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

Adrian Nathanielsz Partner - Audit & Assurance

Melbourne, 31 October 2012

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
Note 2012
\$
2011
\$
Revenue 4 28,409 92,708
Accounting fees
Acquisition fees
Audit fees
3(a) (19,940)
(500,000)
(19,039)
(13,689)
(19,699)
(8,824)
Consulting fees
Depreciation
Fringe benefits expense
-
(12,760)
(25,270)
(50,000)
(3,377)
-
Impairment of loans receivable
Legal fees
Listing fees
Loss on sale of asset
3(b) (652,369)
(36,019)
(16,401)
(40,309)
-
(25,858)
(16,401)
-
Motor vehicle expenses
Secretarial fees
Share registry fees
(8,929)
(43,408)
(5,047)
-
(42,000)
(5,288)
Travel & accommodation expenses
Other expenses
(32,324)
(21,130)
(31,828)
(9,849)
Loss before income tax expense
Income tax expense
4 (1,404,536)
-
(134,105)
-
Loss for the year attributable to members of the
company
(1,404,536) (134,105)
Other comprehensive income for the year - -
Total comprehensive loss for the year attributable to
members of the company
(1,404,536) (134,105)
Basic loss (cents) per share 14 (6.29) (0.60)
Diluted loss (cents) per share 14 (6.29) (0.60)

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

Consolidated Entity
Note 2012 2011
\$ \$
Current Assets
Cash and cash equivalents 6 393,358 870,376
Trade and other receivables 7 53,866 864,104
Total Current Assets 447,224 1,734,480
Non-Current Assets
Property, plant and equipment 8 - 103,069
Total Non-Current Assets - 103,069
Total Assets 447,224 1,837,549
Current Liabilities
Trade and other payables 9 41,471 27,260
Total Current Liabilities 41,471 27,260
Total Liabilities 41,471 27,260
Net Assets 405,753 1,810,289
Equity
Issued capital 9 4,487,232 4,487,232
Accumulated losses (4,081,479) (2,676,943)
Total Equity 405,753 1,810,289

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2012

Contributed
Equity
Accumulated
Losses
Total
\$ \$ \$
Consolidated Entity
At 1 July 2010 4,487,232 (2,542,838) 1,944,394
Total comprehensive income for the year
Loss for the year (134,105) (134,105)
Other comprehensive income - - -
Total comprehensive income for the year - (134,105) (134,105)
Transactions with owners in their capacity
as owners
- - -
At
30 June 2011
4,487,232 (2,676,943) 1,810,289
Total comprehensive income for the year
Loss for the year (1,404,536) (1,404,536)
Other comprehensive income - - -
Total comprehensive income for the year - (1,404,536) (1,404,536)
Transactions with owners in their capacity
as owners
- - -
At 30 June 2012 4,487,232 (4,081,479) 405,753

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
Note 2012
\$
2011
\$
Cash flows from operating activities
Payments to suppliers and employees
Interest received
(215,825)
13,329
(203,884)
40,419
Net cash outflow from operating activities 16 (202,496) 163,465
Cash flows from investing activities
Purchase of motor vehicle
- (5,975)
Payment of exclusivity fee on potential acquisition
Loan to Alpha Wealth Financial Services Pty Ltd
Repayment received on loan to Alpha Wealth Financial
3(a) (500,000)
-
-
(700,000)
Services Pty Ltd
Deposit refunded/(paid) on proposed acquisition of
shares in Alpha Wealth Financial Services Pty Ltd
Loan to Pt.Apuah Kutai Langgong
3(b) -
460,478
(235,000)
350,000
(460,478)
-
Net cash outflow from investing activities (274,522) (816,453)
Net decrease in cash and cash equivalents (477,018) (979,918)
Cash and cash equivalents at beginning of financial year 870,376 1,850,294
Cash and cash equivalents at end of financial year 6 393,358 870,376

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 1: CORPORATE INFORMATION

The consolidated financial statements of Atech Holdings Limited for the year ended 30 June 2012 were authorised for issue in accordance with a resolution of the directors on 25 October 2012 and covers the consolidated entity consisting of Atech Holdings Limited and its controlled entities as required by the Corporations Act 2001.

Atech Holdings Limited is a listed public company, incorporated and domiciled in Australia.

The financial statements are presented in the Australian currency.

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

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Separate financial statements for Atech Holdings Limited as an individual entity are no longer presented as a consequence of a change to the Corporations Act 2001. However, limited financial information for Atech Holdings Limited as an individual entity is included in Note 11.

The financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

The accounting policies set out below have been consistently applied to all years presented.

Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs.

The following significant accounting policies have been adopted in the preparation and presentation of the financial statements:

(a) Basis of Consolidation

A subsidiary is any entity that Atech Holdings Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities.

A list of subsidiaries is contained in Note 10 to the financial statements. All subsidiaries have a June financial year-end.

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those policies applied by the parent entity.

Where subsidiaries have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

(b) Income Tax

Any charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the Balance Sheet date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(b) Income Tax (cont'd)

Deferred tax assets and liabilities are recognised for all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax benefits. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is accounted for in the profit or loss except where it relates to items that may be accounted for directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

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 economic entity will derive sufficient future assessable income to enable the benefit to be realised and will continue to comply with the conditions of deductibility imposed by the law.

Deferred tax assets and deferred tax liabilities are not recognised for temporary differences between the carrying and tax bases of investments in subsidiaries, where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the difference will not reverse in the foreseeable future.

(c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other shortterm highly liquid investments with original maturities of 3 months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value.

(d) Trade and Other Receivables

Trade and other receivables are recorded initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairments. Collectability of trade receivables is assessed on an ongoing basis. Debts which are uncollectable are written off.

(e) Trade and Other Payables

Trade and other payables are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services. These amounts are unsecured and have 30-60 day payment terms. Trade and other payables are carried at amortised cost however due to their short term nature they are not discounted.

(f) Other Financial Assets

All investments and other financial assets are initially stated at cost, being the fair value of consideration given plus acquisition costs. Purchases and sales of investments are recognised on trade date which is the date on which the consolidated entity commits to purchase or sell the asset. Accounting policies for each category of investments and other financial assets subsequent to initial recognition are set out below.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(f) Other Financial Assets (cont'd)

Other financial assets are held at cost, less any impairment losses.

(g) Property, Plant and Equipment

Plant and equipment is stated at historical cost less accumulated depreciation. Depreciation is calculated using the straight line method to allocate the cost over their estimated useful lives.

The useful life of plant and equipment is as follows:

  • Plant and equipment 3 10 years
  • Motor vehicle 6 7 years

The assets' residual values, useful lives and depreciation methods are reviewed and adjusted if appropriate at each financial year end.

Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the assets carrying amount and are included in the profit or loss.

(h) Earnings Per Share

Basic earnings per share

Basic earnings per share is determined by dividing the net profit/(loss) after income tax attributable to members of the company, excluding any costs of servicing equity (other than dividends), by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus elements.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

(i) Revenue

Interest revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset.

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

(j) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Trade and other receivables and trade and other payables in the balance sheet are shown inclusive of GST. Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(k) Impairment

At the end of each reporting date, the company assesses whether there is objective evidence that individual assets have been impaired. If such an indication of impairment exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the comprehensive income statement.

(l) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(m) Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. There are no significant accounting estimates or judgments in the preparation of these financial statements.

NOTE 3: SIGNIFICANT EXPENSES

(a) Potential Acquisition of PT.Apuah Kutai Langgong

On 19 August 2011, Atech announced an "Acquisition Proposal" to acquire 60% of the fully paid ordinary shares of an Indonesian coal exploration company, PT Apuah Kutai Langgong ("Apuah"). Atech was granted an exclusive right to deal with Apuah and paid a non-refundable fee of \$500,000 for that right. This fee has been expensed.

In addition, Atech has advanced Apuah \$235,000 to assist Apuah with the payment of transport costs needed for Apuah to supply coal under a \$5.16m USD sale contact between Apuah and a Korean company, Open Blue Co., Ltd ("Open Blue"). Atech has been named on this contract as a facilitator to the sale transaction, and it was intended that Atech provide a performance bond to Open Blue to support Open Blue issuing a letter of credit to Atech (as beneficiary nominated by Apuah) for the sale value. The sale was originally planned to be finalised by November 2011. The advance of these funds was made to facilitate the Acquisition Proposal. The intention of the company was to recover these funds through either the completion of the Acquisition Proposal, in which case it would have formed part of the acquisition price, or through cash repayment. However, as there is no security over this amount advanced, it has been fully impaired as at 30 June 2012.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 3: SIGNIFICANT EXPENSES

(b) Potential Acquisition of Alpha Wealth Financial Services Pty Ltd

At the end of each reporting period, the economic entity assesses whether there is objective evidence that a financial asset has been impaired. Impairment Losses are recognised in the Statement of Comprehensive Income. During the year ended 30 June 2011, the economic entity entered into an agreement to acquire 100% of the shares of Alpha Wealth Financial Services Pty Ltd however the agreement was voided. In addition to the deposit paid for the acquisition (since recovered) the economic entity loaned net funds of \$350,000 and together with accrued interest, a total of \$417,369 became due and payable on 2 December 2011. As the repayment date, the directors have determined that this receivable was impaired and the loan receivable from Alpha Wealth Financial Services Pty Ltd has been written down \$nil. Nevertheless, the directors will continue to pursue recovery of these funds.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
2012 2011
\$ \$
NOTE 4: REVENUE
Interest – other persons 13,329 40,400
Interest – related parties 15,080 52,308
28,409 92,708
NOTE 5: INCOME TAX
(a) Numerical reconciliation of income tax expense
to prima facie tax expense
Loss before income tax expense 1,404,536 134,105
Prima facie expense at tax rate of 30% (2011:
30%)
421,361 40,231
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income:
Current year tax losses not brought to account (421,361) (40,231)
Income tax expense - -
(b) Deferred tax assets not brought to account
Deferred tax assets not bought to account, the
benefits of which will only be realised if the
conditions for deductibility set out in Note 1(b)
occur:
Temporary differences 13,611 22,222
Tax Losses:
Operating Losses 1,632,842 1,412,882
1,646,453 1,435,104
Potential tax benefit @ 30% 493,936 430,531
NOTE 6: CASH AND CASH EQUIVALENTS
Cash at bank and in hand 25,836 38,388
Deposits at call 367,522 831,988
393,358 870,376

The effective interest rate on deposits at call was 2.2% (2011: 4.1%); the deposits have an average maturity of 90 days.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
2012
\$
2011
\$
NOTE 7: TRADE AND OTHER RECEIVABLES
CURRENT
Unsecured
Accrued income and other receivables
Amounts receivable from related parties:
3,866 1,337
-
director (a)
50,000 -
-
director related entities (b)
- 460,478
-
director related entities (c)
417,369 402,289
Less: provision for impairment (d)(i) (417,369) -
Loan receivable – Pt Apuah Kutai Langgong 235,000 -
Less: provision for impairment (d)(ii) (235,000) -
53,866 864,104

Due to short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.

  • (a) In April 2012 the motor vehicle was sold to Donald Low (or nominee) and the proceeds are receivable by 31 December 2012 (refer Note 17).
  • (b) In the year ended 30 June 2011, the company paid a refundable deposit of \$460,478 to TL88 Pty Ltd for a proposed share acquisition of all of the ordinary shares in Alpha Wealth Financial Services Pty Ltd. These companies are related entities of William Tien (refer Note 17). This agreement was subsequently and the amount was repaid in August 2011.
  • (c) The company advanced funds to Alpha Wealth Financial Services Pty Ltd. The amount receivable as at 30 June 2012 including accrued interest amounted to \$402,289. This company is a related entity of W.Tien (refer Note 17).

(d) Impaired receivables

  • (i) During the year ended 30 June 2011, the economic entity entered into an agreement to acquire 100% of the shares of Alpha Wealth Financial Services Pty Ltd however the agreement was voided. In addition to the deposit paid (since recovered) the economic entity loaned funds of \$350,000 and together with accrued interest, a total of \$417,369 was due on 2 December 2011. As at balance date the directors have determined that the funds are not recoverable and have impaired these funds to nil. The impairment loss is recognised in the Statement of Comprehensive Income.
  • (ii) On 19 August 2011, the economic entity announced an Acquisition Proposal to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong. I n addition to an acquisition fee paid, the economic entity advanced the Indonesian company loan funds of \$235,000 to facilitate the acquisition. The intention of the economic entity is to recover these funds through either the completion of the Acquisition Proposal or through cash repayment. As there is no security over this amount the amount has been fully impaired. The impairment loss is recognised in the Statement of Comprehensive Income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
2012
\$
2011
\$
NOTE 8: PROPERTY, PLANT AND EQUIPMENT
Property, Plant and equipment at cost
Accumulated depreciation
Net carrying amount
-
-
-
105,974
(2,905)
103,069
Reconciliations of the carrying amounts of each class of
property, plant & equipment at the beginning and end of the
current and previous financial year are set out below:
Carrying amount at beginning of financial year 103,06
9
2,062
Additions - 105,974
Depreciation (12,76 (4,967)
Disposals 0)
(90,30
9)
Carrying amount at end of financial year - 103,069
NOTE 9: TRADE AND OTHER PAYABLES
CURRENT
Unsecured Liabilities:
- Trade and other payables 41,471 27,260
Due to short term nature of these payables, their carrying amount is assumed to approximate their fair
value.
For terms and conditions relating to related party payables refer to note 17.
NOTE 10: CONTRIBUTED EQUITY
Issued Capital
22,327,406 Fully paid ordinary shares (2011: 22,327,406)
4,487,232 4,487,232

(a) Ordinary Shares Number Number Balance at beginning of the financial year 22,327,406 22,327,406 Shares issued during the period - - Balance at end of the financial year 22,327,406 22,327,406

(b) At 30 June 2012, the company had no options on issue (2011: nil).

(c) 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.

(d) The company does not have limited authorised capital and shares have no par value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 10: CONTRIBUTED EQUITY (CONT'D)

Capital Management

The Board's policy is to maintain a sufficiently strong capital base so as to maintain investor, creditor, and market confidence and to sustain future progress on the consolidated entity's programs. As the consolidated entity is still in the phase of investigating business opportunities, no dividends are yet paid as capital is conserved for assessment of business options.

As the consolidated entity has not yet reached the point of deriving sufficient income from its programs to generate net profits, it has not assessed a return on capital target, nor can a return on capital yet be adequately calculated. The consolidated entity does not have a defined share buy-back plan, or other proposal for the purchase on-market of its own shares.

There were no changes to the consolidated entity's approach to capital management during the year. Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

NOTE 11: CONTROLLED ENTITIES

Country of
incorporation Percentage Owned
2012 2011
% %
Parent Entity:
ATECH Holdings Limited Australia
Subsidiaries of ATECH Holdings Limited:
SEAA (151 Sturt St, South
Melbourne) Pty Limited Australia 100 100
SEAA (Boronia) Pty Limited Australia 100 100

Voting power in these entities is in proportion to ownership interest. All interests are in the ordinary shares of the subsidiaries.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 12: PARENT ENTITY INFORMATION

The following details information related to the parent entity, Atech Holdings Limited, at 30 June 2012. The information presented here has been prepared using consistent accounting policies as per Note 1.

Atech Holdings Limited
2012 2011
Current assets \$
447,224
1,734,480 \$
Non-current assets 12 103,081
Total assets 447,236 1,837,561
Current liabilities 1,173,377 1,159,166
Non-current liabilities - -
Total liabilities 1,173,377 1,159,166
Contributed equity 4,487,232 4,487,232
Accumulated losses (5,213,373) (3,808,837)
Total equity (726,141) 678,395
Loss for the year
Other comprehensive income for the year
(1,404,536)
-
(134,105)
-
Total comprehensive loss for the year (1,404,536) (134,105)

(a) Contingent liabilities of the parent entity

The parent entity did not have any contingent liabilities as at 30 June 2012.

NOTE 13: KEY MANAGEMENT PERSONNEL COMPENSATION

The directors of Atech Holdings Limited during the financial year were Mr Donald Han Low, Mr Eric Jiang (resigned), Mr George Karafotias and Mr Jeffery Tan and are key management personnel of the entity along with James Podaridis, the Joint Company Secretary. Details of remuneration of the persons who represent directors and key management personnel of Atech during the financial year are represented in the Remuneration Report contained within the Directors' Report. Other transactions with directors and key management personnel are detailed in Note 17 – Related Parties Transactions. The following table summarises the remuneration of directors and key management personnel.

(a) Key management personnel compensation

Consolidated Entity
2012
2011
\$
\$
Other short-term benefits 43,408 53,007
Non-monetary benefits 59,409
102,817 53,007

The following amounts paid for secretarial services are included in short-term benefits above:

Secretarial fees for services provided by William
Tien (non-executive director). - 6,000
Secretarial fees for services provided by George
Karafotias (non-executive director). 3,000 36,000
Secretarial fees for services provided by James
Podaridis (joint company secretary) 40,408 -
43,408 42,000

(b) KMP Options and Rights Holdings

No options were granted to KMP of the company and the consolidated entity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 13: KEY MANAGEMENT PERSONNEL COMPENSATION (CONT'D)

(c) KMP Shareholdings

There were no changes to the number of ordinary shares in Atech Holdings Limited held by each KMP of the consolidated entity during the financial year.

(d) Loans to key management persons

There were no loans to key management personnel, however there were loans made to their related parties (refer to Note 17).

(e) Other transactions with key management personnel

A director, Mr George Karafotias, is the director of Garang Pty Ltd. Garang Pty Ltd has provided company secretarial services to the amount of \$3,000 to Atech Holdings Limited during the year on normal commercial terms and conditions. Mr James Podaridis is a consultant of TTD Asset Management Pty Ltd has provided company secretarial services to the amount of \$40,408 during the year on normal commercial terms and conditions.

Consolidated Entity
2012
\$
2011
\$
NOTE 14: AUDITOR'S REMUNERATION
Remuneration of the auditor for:
- Audit and review of the financial report 19,039 19,699
NOTE 15: EARNINGS PER SHARE
(a) Reconciliation of earnings used in calculating earnings per share
Earnings used to calculate basic EPS (1,393,266) (134,105)
Earnings used in the calculation of dilutive EPS (1,393,266) (134,105)
(b) Weighted average number of ordinary shares outstanding during the
year used in calculation of basic EPS
22,327,406 22,327,406

(c) As there are no potential dilutive instruments, diluted earnings per share is the same as basic earnings per share (6.24 cents).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Consolidated Entity
NOTE16:
CASH FLOW INFORMATION
2012
\$
2011
\$
(a) Reconciliation of loss after income tax to net cash flow from
operating activities
Loss for the year (1,404,536) (134,105)
Depreciation 12,760 3,377
Loss on sale of asset 40,309 -
Acquisition fee 500,000 -
Impairment of loans receivable 652,369 -
Interest capitalised into loan receivable (15,080) -
Change in operating assets:
- Increase trade and other receivables (2,529) (29,904)
- Decrease in trade and other payables 14,211 (2,833)
Net cash outflow from operating activities (202,496) (163,465)
(b) Facilities
Supply chain finance:
-
total facility
134,699 -
-
used
- -
-
unused
134,699 -
NOTE 17: RELATED PARTY TRANSACTIONS
(a) Transactions with directors
The company resolved on 6 April to sell the motor vehicle to the
Donald Low for \$50,000 based on an independent valuation of the
wholesale price.
Settlement of the proceeds receivable is due by
30 November 2012. The amount remains receivable as at 30 June 2012
  • Amount receivable from Donald Low (Note 7) 50,000 -

(b) Transactions with director related entities

The company made a loan to Alpha Wealth Financial Services Pty Ltd as set out below. William Tien is a director and ultimate shareholder of Alpha Financial Wealth Pty Ltd. This highest amount receivable prior to full impairment of the loan was \$417,369. The loan is unsecured and was due for repayment on 2 December 2011 and carries an interest rate of 10%. If the interest rate was at a rate of 20%, the interest receivable would have been twice the amounts shown in the table below:

Balance at 1
July
Loans
Granted
Interest
capitalised
Loan
repayments
Impairment Balance at
30 June
\$ \$ \$ \$ \$ \$
2012 402,289 - 15,080 - (417,369) -
2011 100,000 700,000 52,289 (450,000) - 402,289

(c) Key management personnel compensation

Key management personnel compensation is disclosed in Note 13.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 18: SEGMENT INFORMATION

During the years ended 30 June 2012 and 30 June 2011, the economic entity derived income from the investment of cash within Australia. As it invests primarily in cash in Australia only, it does not operate in any segments and therefore there are no further disclosures provided.

NOTE 19: FINANCIAL INSTRUMENTS

a) Financial risk management

The directors are responsible for Atech Holdings' risk management strategy and management is responsible for implementing the directors' strategy. A risk management program focuses on the unpredictability of finance markets and seeks to minimise potential adverse effects on financial performance. Atech Holdings uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case on interest rate and market risk. Atech Holdings does not use derivatives.

The consolidated entity's financial instruments consist of deposits with banks and accounts receivable and payable. The main purpose of non-derivative financial instruments is to raise finance for group operations.

i. Financial Risks

The main risks the group is exposed to through its financial instruments is interest rate risk and credit risk.

ii. Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices will affect the economic entity's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The economic entity is only exposed to interest rate risk.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 19: FINANCIAL INSTRUMENTS

a) Financial risk management (continued)

iii. Interest Rate Risk

The economic entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates, is limited to the risk associated with its cash holdings. The risk is managed by having investments with fixed interest rate and entities subject to the Government Guarantee Fund. The entity maintains between 90% and 100% of investments on fixed interest rates.

iv. Credit Risk

The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the consolidated entity's maximum exposure to credit risk, without taking account of the value of any collateral or other security obtained.

Concentration risk is the risk of loss because of the concentration of exposure to a specific instrument. The consolidated entity's related party receivable balance representing 47% of all assets within the consolidated entity.

v. Liquidity Risk

The Directors monitor the funding requirements of the economic entity, however the liquidity risk management is only carried out when the entity requires funds. At present, funds are raised primarily through share issue and the economic entity does not have any credit facilities.

vi. Terms and conditions of cash holdings

Cash holdings are held as term deposits. Term deposits are entered into for one and/or three monthly periods depending on the cash flow requirements of the economic entity and at the discretion of the directors.

b) Maturity analysis of financial assets and liabilities

All financial assets and liabilities are short term and have a maturing of less than 12 months.

c) Sensitivity Analysis

The group has performed a sensitivity analysis relating to its exposure to interest rate risk and foreign exchange risk at balance date. This sensitivity analysis demonstrates the effect on the current year results which could result from a change in this risk.

At 30 June 2012, the effect on profit as a result of changes in the interest rate, with all other variables remaining constant would be as follows:

Consolidated Entity
2012
\$ \$
Change in profit:
- Increase in interest rate by 1% 3,675 8,320
- Decrease in interest rate by 1% (3,675) (8,320)
-
Effect of cash held in \$USD (\$112,781 AUD equivalent as at 30 June
2012 [2011:Nil])
- AUD strengthened against USD by 5% 5,639 -
- AUD weakened against USD by 5% (5,639) -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 20: ACCOUNTING STANDARDS ISSUED NOT YET EFFECTIVE

The following new accounting standards, amendments to standards and interpretations have been issued, but are not mandatory for financial reporting years ended on 30 June 2012. They are expected to impact the company in the period of initial application. The following is available for early adoption, but has not been applied in preparing this financial report:

Standards likely to have a financial impact

IFRS reference Title and Affected
Standard(s):
Nature of Change Application
date:
Impact on Initial
Application
AASB 9 (issued
June 2011 and
amended June
2010)
Financial Amends the
requirements for
I
classification and
n
measurement of
s
financial assets.
t
r
The following
u
requirements have
m
generally been carried
e
forward unchanged from
n
AASB 139 Financial
t
Instruments: Recognition
s
and Measurement into
AASB 9. These include
the requirements
relating to:
Periods
beginning on or
after 1 January
2013
Due to the recent release
of these amendments and
that adoption is only
mandatory for the 30 June
2013 year end, the entity
has not yet made an
assessment of the impact
of these amendments.

Classification and
measurement of
financial liabilities;
and

Derecognition
requirements for
financial assets and
liabilities.
However, AASB 9
requires that gains or
losses on financial
liabilities measured at
fair value are recognised
in profit or loss, except
that the effects of
changes in the liability's
credit risk are
recognised in other
comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

NOTE 21: COMPANY DETAILS

The registered office and principal place of business:

Atech Holdings Ltd 101 Rathdowne St Carlton Vic 3053

The company is incorporated in Australia.

NOTE 22: CONTINGENT LIABILITIES

Estimates of the maximum amount of contingent liabilities that may become payable is \$Nil [2011: Nil].

NOTE 23: EVENTS AFTER BALANCE SHEET DATE

There are no after balance sheet events.

NOTE 24: CAPITALS & LEASING COMMITMENTS

There were no capitals or leasing commitments at 30 June 2012.

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Independent Auditor's Report To the Members of Atech Holdings Limited

Report on the financial report

We have audited the accompanying financial report of Atech Holdings Limited (the "Entity"), which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the Entity and the entities it controlled at the year's end or from time to time during the financial year.

Directors responsibility for the financial report

The Directors of the Entity are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determines is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Entity's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.

-34- Liability limited by a scheme approved under Professional Standards Legislation

-34- Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor's opinion

In our opinion:

  • a the financial report of Atech Holdings Limited is in accordance with the Corporations Act 2001, including:
  • i giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for the year ended on that date; and
  • ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
  • b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 10 to 11 of the directors' report for the year ended 30 June 2012. The Directors of the Entity are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor's opinion on the remuneration report

In our opinion, the remuneration report of Atech Holdings Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

Adrian Nathanielsz Partner - Audit & Assurance

Melbourne, 31 October 2012

ADDITIONAL INFORMATION

1. Shareholding

(a) Distribution of Shareholder numbers

Analysis of numbers of equity security holders by size of holding:

Category (size of holding)

1-1,000
1,001-5,000
367
166
5.001-10,000 8
10,001-100,000 360
100,001 - over 15

The number of shareholdings held with less than marketable parcels is 496

(b) Equity security holders

The names of the substantial shareholders listed in the parent entity's register as at 30 June 2012 are as below. Due to the suspension of the company from the Australian Stock Exchange, details have not been provided as at a date not earlier than six weeks from the date of issue of the financial report.

Class of equity security

The names of the twenty largest holders of quoted equity securities are listed below:

Name Number held Ordinary
Shares
% of issued
shares
1 Shane Peter 3,684,211 16.50
2 Copper Ridge PL 3,272,454 14.66
3 Ridwan Bin Abd Rahman 2,912,000 13.04
4 Mohd Nadzir Bin Mahmud 2,631,579 11.79
5 Tuan Tong Tan 950,000 4.26
6 Tan Sri Dato Talha Bin Hashim 675,000 3.02
7 Orow Nabil 551,850 2.47
8 Cheng Tong Wilfred Choo 527,981 2.37
9 Choi Man Kay 500,000 2.24
10 Jade Tower Limited 489,210 2.19
11 Alan Chui 420,000 1.88
12 Richard Ng Keok Seng 202,000 0.90
13 Kwee Beng Lim 151,483 0.68
14 Kian Meng Chua 150,000 0.67
15 Reynold Fang 150,000 0.67
16 Puan Sridatin Miti Aishah 100,000 0.45
17 Wee Loke Tang 100,000 0.45
18 Nellie Chui 89,758 0.40
19 Seah Yeak Khiam 88,000 0.39
20 Yong Cheng Wai 78,000 0.35
1,772,526 79.38

ADDITIONAL INFORMATION

  1. Shareholding

(c) Substantial holders

Substantial holders in the company are set out below:

Shareholder Number %
Shane Peter 3,684,211 16.50
Copper Ridge PL 3,272,454 14.66
Ridwan Bin Abd Rahman 2,912,000 13.04
Mohd Nadzir Bin Mahmud 2,631,579 11.79
  1. The names of the joint company secretaries are Mr. George Karafotias and Mr James Podaridis.

  2. The address of the principal registered office in Australia:

101 Rathdowne St Carlton Vic 3205

  1. Register of securities is held at the following address:

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153