Osim FR 050407.indd

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Appendix (cont’d)7.2 Substantial Shareholders As at 8 March 2007, being the Latest Practicable Date, the only substantial Shareholder of the Companyis Mr Ron Sim Chye Hock who has a direct interest in 122,901,938 shares and a deemed interest in 160,218,058 shares, togethercomprising 52.27 per cent of the total issued and fully paid-up ordinary share capital of the Company.7.3 Mr Ron Sim Chye Hock and Mr Leow Lian Soon will abstain, and have undertaken to ensure that their associates will abstain, fromvoting at the AGM in respect of the Shares held by them respectively on Resolution 9 in the Notice of AGM on page 175 of the AnnualReport relating to the proposed renewal of the Shareholders’ Mandate.8. STATEMENT OF THE AUDIT COMMITTEEThe Audit Committee of the Company has reviewed the terms of the proposed Shareholders’ Mandate subject to renewal. Havingconsidered, inter alia, the scope, the guidelines on review procedures, the rationale and the benefi ts of the Shareholders’ Mandate,the Audit Committee confi rms that(i)(ii)the review procedures for determining the prices of Interested Person Transactions have not changed since approval for theShareholders’ Mandate was last given; andthe review procedures referred to in the above paragraph are suffi cient to ensure that the Interested Person Transactions willbe transacted on normal commercial terms and will not be prejudicial to the Shareholders nor disadvantageous to the Group.However, should the Audit Committee subsequently no longer be of this opinion, the Company will revert to the Shareholdersfor a fresh mandate based on new review procedures for transactions with Interested Persons.An independent fi nancial adviser’s opinion is not required for renewal of this general mandate as the Audit Committee has confi rmedthat the methods and procedures for determining the transaction prices have not changed since the last Shareholders’ approval andthe foregoing said methods and procedures are suffi cient to ensure that the transactions will be carried out on normal commercialterms and will not be prejudicial to the interests of the Company and its minority shareholders.9. DIRECTORS’ RECOMMENDATIONThe Directors who are considered independent for the purpose of the proposed renewal of the Shareholders’ Mandate are Mr KhorPeng Soon, Mr Michael Kan Yuet Yun and Mr Ong Kian Min (the “Independent Directors”). The Independent Directors are of theopinion that it is in the interests of the Group to be permitted to enter into the transactions in their normal course of business with theclass of Interested Persons described in paragraph 3.3 of this Appendix provided that such transactions are made at arm’s lengthand on normal commercial terms and will not be prejudicial to the interest of the Company and its minority Shareholders, and inaccordance with the guidelines set out in paragraph 3.4 of this Appendix. They accordingly recommend that Shareholders vote infavour of Resolution 9 set out in the Notice of AGM on page 175 of this Annual Report.10. APPROVALS AND RESOLUTIONSYour approval for the proposed renewal of the Shareholders’ Mandate is sought at the Company’s AGM to be held at 65 Ubi Avenue1, OSIM Headquarters, Singapore 408939 on 27 April 2006 at 6.30 pm.Appendix 185Annual Report 2006
Appendix (cont’d)11. ACTION TO BE TAKEN BY SHAREHOLDERSIf a Shareholder is unable to attend the AGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete,sign and return the enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event,so as to arrive at the registered offi ce of the Company at 65 Ubi Avenue 1, OSIM Headquarters, Singapore 408939 not later than48 hours before the time fi xed for the AGM. Completion and return of the Proxy Form by a Shareholder does not preclude him fromattending and voting at the AGM if he so wishes.12. DOCUMENTS FOR INSPECTIONThe following documents may be inspected at the registered offi ce of the Company during normal business hours from the datehereof up to and including the date of the AGM:-(i) the Memorandum and Articles of Association of the Company; and(ii) the Annual Report of the Company and of the Group for the fi nancial year ended 31 December 2006.13. DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors collectively and individually accept responsibility for the accuracy of the information given in this Appendix andconfi rm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinionsexpressed in this Appendix are fair and accurate in all material respects as at the date hereof and that there are no other materialfacts the omission of which would make any statement in this Appendix misleading.Yours faithfullyOSIM INTERNATIONAL LTDRon Sim Chye HockChairmanfor and on behalf of the BoardAppendix 186Annual Report 2006
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Process and Performanceas the growt
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Customer Service Department“I put
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Sales Department“I look forward t
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Research & Development“Every prod
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Contents17 CEO’s Message22 The Ro
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... ensuring that as we grow,they g
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previous year. Q4 2006 revenue rose
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The Role ModelsThe Role Models 22 A
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Ms Teo Sway HeongNon-Executive Dire
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Mr Peter Lee Hwai KiatMs Celine Cha
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Result of our Growth StrategyThe Gr
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Performance ReviewIn building a glo
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ProfitabilityIn FY2006, buoyant rev
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An Environment of GrowthMarch 2006
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Financial HighlightsOur goal is to
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Number of OutletsOSIM OutletsNorth
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Capital ExpenditureCapexS$’000 Le
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Corporate Structure as at 21 Februa
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OSIM Global NetworkSINGAPORECHINATA
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Corporate InformationBoard of Direc
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Non Executive DirectorMs Teo Sway H
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Corporate Governance Report 51 Annu
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The Company worked closely with a p
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New directors are at present appoin
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In 2006, the Audit & Risk Managemen
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The aggregate value of interested p
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Financial Contents64 Directors’ R
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Directors’ ReportFor the Year end
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Directors’ Report (cont’d)Share
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Directors’ Report (cont’d)Share
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Directors’ Report (cont’d)Audit
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Independent Auditors’ Reportto th
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Balance Sheetsas at 31 December 200
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Consolidated Profit and Loss Accoun
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Statements of Changes in Equity for
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Consolidated Cash Flow Statementfor
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Consolidated Cash Flow Statement fo
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Notes to the Financial Statements -
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