Page 37 - ar2011

Corporate Governance Report

NATURAL COOL HOLDINGS LIMITED

Annual Report 2011

35

(G) USE OF PROCEEDS FROM WARRANTS ISSUE

Since 2008, the Company had raised approximately S$4.7 million after deducting the Warrants Issue

expenses from its Warrant Issue exercise. The Warrants Issue proceeds of approximately S$1.5 million

were earmarked for the expansion of the air-conditioner and switchgear business in Singapore, the

People’s Republic of China, India, Cambodia and/or Malaysia and the balance of approximately S$3.2

million for working capital purposes.

As at 31 December 2011, approximately S$942,000 of such proceeds earmarked for the expansion of the

air-conditioner and switchgear business in Singapore, the People’s Republic of China, India, Cambodia

and/or Malaysia were utilised, and there is a balance of approximately S$562,000 from the proceeds

unutilised. Pending deployment of the proceeds, the Company has utilised this sum as working capital.

(H) NON-SPONSOR FEE

The Company is currently under the SGX-ST Catalist sponsor-supervised regime. The continuing sponsor

of the Company is CNP Compliance Pte Ltd (“Sponsor”). There was no non-sponsor fee paid to the

Sponsor by the Company for the year ended 31 December 2011.

The total amount of fees paid to the affliates of CNP Compliance Pte. Ltd., namely Colin Ng & Partners

LLP for legal work done for the year ended 31 December 2011 was approximately S$83,000 (excluding

disbursements and GST).

(I)

MATERIAL CONTRACTS

There were no material contracts entered into by the Company and its subsidiaries involving the interest of

the Managing Director, any Director or Controlling Shareholder, which were either still subsisting at the end

of the fnancial year or, if not then subsisting, entered into since the end of the previous fnancial year.

Other than disclosed in the audited fnancial statements, there are no material contracts of the Company or

its subsidiaries involving the interest of any Director or controlling shareholder subsisting at the end of the

fnancial year ended 31 December 2011.

DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

Board

Audit

Committee

Remuneration

Committee

Nominating

Committee

Number of Meetings Held

3

2

1

Number of Meetings Attended

Steven Chen Choon Khee

3

3*

2*

1*

Joseph Ang Choon Cheng

3

3*

2*

1*

Tsng Joo Peng

3

3*

2*

1*

Eric Ang Choon Beng

3

3*

2*

1*

Lim Siang Kai

3

2

1

Wu Chiaw Ching

3

2

1

William da Silva

3

2

1

* By Invitation