Epicentre Holdings Limited (Company Registration No.

200202930G) Half Year Financial Statement and Dividend Announcement For The Period Ended 31 December 2012
1(a)(i) An Income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year. Consolidated Statement of Comprehensive Income Group

1H FY 2013 S$'000

1H FY 2012 S$'000

Increase / (Decrease) %

Revenue Cost of sales Gross Profit Other operating income

88,973 (78,620) 10,353 1,064

92,556 (80,514) 12,042 1,175

-3.9% -2.4% -14.0% -9.4%

Interest income

n/m

Administrative expenses

(9,475)

(9,025)

5.0%

Selling and distribution cost Finance costs (Loss) / Profit before income tax Income tax (Loss)/ Profit for the financial year

(2,298) (41) (397) (132) (529)

(2,861) 1,335 (302) 1,033

-19.6% n/m -129.7% 56.2% -151.2%

Other comprehensive income: Foreign currency differences on translation of foreign operations (35) 77 -145.5%

Income tax relating to components of other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income for the financial year (Loss)/Profit attributable to: Owners of the parent Non-controlling interest

(35)

77

-145.5%

(564)

1,110

-150.8%

(411) (118) (529)

1,176 (143) 1,033

-134.9% -17.5% -151.2%

Total comprehensive income attributable to :Owners of the parent Non-controlling interest

(450) (114) (564)

1,237 (127) 1,110

-136.4% -10.2% -150.8%

1(a)(ii) Notes to the Consolidated Statement of Comprehensive Income Group

` Profit for the financial year includes the following: Interest income Depreciation of plant and equipment Amortisation of club membership Staff cost Gain on disposal of plant and equipment Plant and equipment written off Net foreign exchange (gain)

1H FY 2013 S$'000

1H FY 2012 S$'000

Increase (Decrease) %

835 56 4,629 (1)

(4) 618 5,006 -

n/m 35% n/m -8% n/m

(246)

1 (204)

n/m 21%

Inventories written off

17

66

-74%

1b(i) A consolidated statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. Consolidated Statements of Financial Position Group 31 Dec 2012 30-Jun-12 S$'000 S$'000 Non-current assets Plant and equipment Club membership Investments in subsidiaries Company 31 Dec 2012 30-Jun-12 S$'000 S$'000

3,087 167 3,254

3,606 223 3,829

696 167 3,476 4,339

732 223 3,476 4,431

Current assets Inventories Trade and other receivables Prepayments Income tax recoverable Cash and cash equivalents

14,443 7,388 860 11 10,909 33,611

14,124 7,363 880 103 12,953 35,423

3,383 100 11 110 3,604

3,557 77 279 3,913

Less: Current liabilities Trade and other payables Provisions Derivative financial instruments Finance lease payable Current income tax payable Bank borrowings

19,742 252 21 42 115 781 20,953 12,658

18,182 252 21 79 153 3,490 22,177 13,246

297 50 42 389 3,215

459 50 79 588 3,325

Net current assets Less: Non-current liabilities Finance lease payable Deferred tax liabilities Bank borrowings

82 92 84 258 15,654

82 92 87 261 16,814

82 15 97 7,457

82 15 97 7,659

Net assets

Equity Share capital Treasury shares Foreign currency translation account Retained earnings Equity attributable to owners of the parent Non-controlling interest Total equity

6,709 (42) (63) 9,261 15,865

6,709 (7) (24) 10,233 16,911

6,709 (42) 790 7,457

6,709 (7) 957 7,659

(211) 15,654

(97) 16,814

7,457

7,659

1b(ii) Aggregate amount of group's borrowings and debt securities

Amount repayable in one year or less, or on demand 31-Dec-12 S$'000 Secured Unsecured Total Amount repayable after one year Secured Unsecured Total Total borrowings 82 84 166 989 82 87 169 3,738 42 781 823 30-Jun-12 S$'000 79 3,490 3,569

Details of collaterals

The bank loans are secured by corporate guarantees. The finance lease obligations of the Group are secured by the rights to the leased motor vehicles.

1(c) A consolidated statement of cash flow (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. Consolidated statement of cash flows 1H FY 2013 S$'000 Operating activities : (Loss)/Profit for the financial period Adjustments for : Changes in value of derivative financial instruments Depreciation of plant and equipment Amortisation of club membership Interest income Interest expense Gain on disposal of plant and equipment Inventories written off Plant and equipment written off Operating cash flows before working capital changes Changes in working capital Inventories Trade and other receivables Prepayments Trade and other payables Cash generated from/(absorbed by) operations Interest received Interest paid Income taxes paid Net cash from/(used in) operating activities Investing activities Purchase of plant and equipment Purchase of treasury shares Contribution by non-controlling interest in subsidiary Net cash used in investing activities Financing activities Dividend paid Repayment of finance lease payables Proceeds from bank borrowings Repayments of bank borrowings Net cash used in financing activities 835 56 41 (1) 17 551 (310) (8) 20 1,485 1,738 (41) (80) 1,617 (45) 618 (4) 66 1 1,971 (574) (3,835) (269) 1,574 (1,133) 4 (419) (1,548) (397) 1H FY 2012 S$'000 1,335

(316) (35) (351)

(1,006) 244 (762)

(561) (37) (2,712) (3,310)

(3,740) (35) 1,497 (2,278)

Net change in cash and cash equivalents Cash and cash equivalents at beginning of financial period Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of financial period

(2,044) 12,953 10,909

(4,588) 14,870 61 10,343

1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Statements Of Changes In Equity Foreign currency translation account S$'000 (24) Equity attributable to owners of the Parent S$'000 16,911

Group

Share capital S$'000

Treasury shares S$'000 (7)

Retained earnings S$'000 10,233

Noncontrolling interest S$'000 (97)

Total equity S$'000 16,814

Balance at 1 July 2012 Profit for the financial period Other comprehensive income for the financial year: Foreign currency differences on translation of foreign operations Total comprehensive income for the financial year

6,709

(411)

(411)

(118)

(529)

(39)

(39)

(35)

(411)

(39)

(450)

(114)

(564)

Purchase of treasury shares Distributions to owners of the parent Dividends

(35)

(35)

(35)

(561)

(561)

(561)

Balance at 31 Dec 2012

6,709

(42)

9,261

(63)

15,865

(211)

15,654

Balance at 1 July 2011 Profit for the financial year

6,709

12,989

(2)

19,696

36

19,732

1,176

1,176

(143)

1,033

Other comprehensive income for the financial year: Foreign currency differences on translation of foreign operations Total comprehensive income for the financial year

61

61

16

77

1,176

61

1,237

127

1,110

Distributions to owners of the parent Dividends Transactions with non-controlling interest Subscription of new shares by noncontrolling interest

(3,740)

(3,740)

(3,740)

228

228

Balance at 31 Dec 2011

6,709

10,425

59

17,193

137

17,330

Company

Share Capital S$'000 6,709

Treasury shares S$'000 (7)

Retained earnings S$'000 957

Total S$'000 7,659

Balance at 1 July 2012 Profit for the financial year Total comprehensive income for the financial year Purchase of treasury shares Distributions to owners : Dividends Balance at 31 Dec 2012

394 394

394 394

(35)

(35)

6,709

(42)

(561) 790

(561) 7,457

Balance at 1 July 2011 Profit for the financial year Total comprehensive income for the financial year Distributions to owners Dividends Balance at 31 Dec 2011

6,709 -

4,474 164 164

11,183 164 164

6,709

(3,740) 898

(3,740) 7,607

1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.

No. of shares at beginning of period Less : Treasury shares No. of shares at end of period

31 Dec 2012 93,481,600 (100,000) 93,381,600

30 Jun 2012 93,501,600 (20,000) 93,481,600

1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. 31 Dec 2012 93,501,600 (120,000) 93,381,600 30 Jun 2012 93,501,600 (20,000) 93,481,600

Total number of issued shares Total number of treasury shares Total number of issued shares (excluding treasury shares)

1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. 31 Dec 2012 20,000 100,000 120,000 30 Jun 2012 20,000 20,000

No. of treasury shares at beginning of period Additions during the period No. of treasury shares at end of period

2) Whether the figures have been audited or reviewed and in accordance with which auditing standards or practice. The figures have not been audited or reviewed by the Company's auditors. 3) Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter) Not applicable. 4) Whether the same accounting policies and methods of computation as in the issuer's most recent audited financial statements have been applied Save as disclosed in paragraph 5 below, the accounting policies and methods of computation applied by the Group are consistent with those used in its most recently audited financial statements for the financial year ended 30 June 2012. 5) If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of the change On 1 July 2012, the Group adopted the new and revised Financial Reporting Standards ("FRS") and interpretation of FRS ("INT FRS") that are relevant to its operations and are effective in the financial year ending 30 June 2013. The adoption of these new and revised FRS and INT FRS where relevant has no material impact on the Group's accounting policies or the financial statements for the current financial year. 6) Earnings per ordinary share of the group for the current period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.

Group 1H 1H FY FY 2013 2012 Earnings per ordinary share attributable to owners of the parent during the financial period / year: (a) Based on weighted average number of ordinary shares in issue (cents) (b) On a fully diluted basis (cents) (0.44) (0.44) 1.26 1.26

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7) Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:(a) current period reported on; and (b) immediately preceding financial year

Net tangible asset backing per ordinary share based on existing issued share capital as at the end of the period reported on (cents) Net asset value backing per ordinary share based on existing issued share capital as at the end of the period reported on existing issued share capital as at the end of the period reported on (cents)

Group 31 Dec 30 Jun 2012 2012 23.23 24.76

Company 31 Dec 30 Jun 2012 2012 10.93 11.10

23.49

25.09

11.18

11.43

8) A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Revenue Revenue decreased by 3.9% to S$89 million compared to S$92.6 million in the corresponding preceding period. Revenue contribution by geographical location is as follows: Revenue

1H FY 2013 S$'000 Singapore Malaysia PRC 74,226 14,307 440

1H FY 2012 S$'000 75,253 16,866 437

Increase / (Decrease) S$'000 (1,027) (2,559) 3 1.4% 15.2% 0.7%

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Revenue from Singapore experienced a slight reduction of approximately 1.4% while revenue from Malaysia experienced a decrease of 15.2% due more conservative buying behavior by the consumers as a result of uncertainty in the macro-economic conditions. Inventory constraints for certain new product models that was launched in 1H FY2013 also limited our revenue growth. Revenue from the PRC also did not meet the Groups expectations as a result of challenging market conditions. Gross Profit Gross profit decreased from S$12.0 million in 1H FY2012 to S$10.4 million in 1H FY2013. Gross profit margin declined from 13.0% in 1H FY2012 to 11.6% in 1H FY2013. The decline was due to lower margin contributed by Apple branded products. Apple Branded products contributed to approximately 87% of our Group revenue in 1H FY2013. The aggressive promotional bundle created to promote our sales also had a negative impact on our profit margin. Other Operating Income Other operating income decreased from S$1.2 million in 1H FY 2012 to S$1.0 million in 1H FY2013. The decrease was mainly due to a fall in sponsorship income from vendors. Administrative Expenses Administrative expenses increase by approximately S$450,000 in 1H FY2013 as compared to 1H FY2012. The increase is mainly due to the following reasons:(1) Increase in our rental expenses of approximately S$919,000 as a result of an increase in the number of outlets from 14 outlets in 1H FY2012 to 19 outlets in 1H FY2013. In 1H FY2012, 3 outlets commenced operations during the period under review. As such, the rental expenses for these outlets were not captured in all six months of 1H FY2012. However, in 1H FY2013, the rental expenses for these 3 outlets plus the 4 out of 5 additional outlets that commenced operations in the 2012 had contributed to the rental expenses for the full 1H FY2013. (2) Increase in depreciation of approximately S$217,000 as a result of the opening of 4 additional Epicentre outlets, of which 2 were in the PRC, 1 in Singapore and Malaysia respectively. A new Epilife outlet that was opened in March 2012 also contributed to the increase in depreciation charges in 1H FY2013 as compared to 1H FY2012. The increase in rental expenses and depreciation is offset by a reduction in staff cost of approximately S$377,000, resulted from our continuous efforts of controlling staff cost.The Group has also embarked in various cost-cutting measures in 1H FY2013. These cost cutting measures has successfully brought the cost for travelling and business development as well as other miscellaneous expenses down by approximately S$300,000. Selling and Distribution Cost The selling and distribution expenses decreased by approximately S$600,000 or 19.6%, from approximately S$2.9 million in 1H FY2012 to approximately S$2.3 million in 1H FY2013. This is due to the success in managing our advertising and promotion expenses in 1H FY2013.

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Finance Cost Finance cost relates to interest expenses from bank borrowings for Shanghai operations and for working capital. Arising from the above, loss before income tax was S$0.4 million in 1H FY2013 compared to profit before tax of S$1.3 million in 1H FY2012. The reduction in profitability is primarily attributable to the operating losses from our PRC entity resulting from low revenue and an increase in operating expenses in the PRC subsidiary. Tax expense was calculated according to the statutory tax rates of the respective countries in which the Group operates. Tax expense relates to income tax paid in advance for the current year of assessment for Malaysia subsidiary adjusting for non-deductible expenses. Consolidated statement of financial position review Non-current assets decreased from S$3.8 million as at 30 Jun 2012 to S$3.3 million as at 31 Dec 2012. This is mainly due to the capital expenditure incurred for our new outlet in Malaysia that commence operations in July 2013. This was offset by the depreciation charges and amortization of club membership. Current assets decreased by approximately S$1.8 million, from S$35.4 million as at 30 Jun 2012 to S$33.6 million as at 31 Dec 2012. The decrease in current assets is mainly attributable to the reduction in cash and cash equivalents of approximately S$2.0 million, from S$13.0 million as at 30 Jun 2012 to approximately S$11.0 million as at 31 Dec 2012. Current liabilities also decreased by approximately S$1.2 million, from S$22.1 million as at 30 June 2012 to S$20.9 million as at 31 Dec 2012. Trade and other payables increased by approximately S$1.6 million or 8.6%, from S$18.2 million as at 30 Jun 2012 to S$19.8 million as at 31 Dec 2012. This is mainly attributable to the additional purchases made as a result of the opening of our new outlets during the 1H FY2013 as compared to 1H FY2012. The increase in trade and other payables is offset by a reduction in short-term bank borrowings of approximately S$2.7 million, resulting from the repayment of these shortterm bank borrowings in 1H FY2013. Arising from above, working capital decreased by approximately S$588,000 to approximately S$12.7 million. Cash Flow Cashflows from operating activities was an inflow of approximately S$1.6 million for 1H FY2013 as compared to an outflow of approximately S$1.5 million for 1H FY2012. This was primarily due to the increase in trade and other payables. Net cash outflow from investing activities amounted to approximately S$0.3 million for 1H FY2013 resulting from the renovation and fittings of our new outlets during the year. Net cash outflow from financing activities amounted to approximately S$3.3 million, resulting from dividend payment amounting to approximately S$600,000 and repayment of bank borrowings amounting to approximately S$2.7 million.

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9) Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. Not applicable. 10) A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. The Group expects business conditions to remain challenging, amidst uncertainties in the major economies. However, the Group remains focused to widen its distribution network in existing markets. The Group will continue to enhance its operational efficiency and monitor its operating expenses in the face of higher cost environment.

11)

Dividend

(a)

Current Financial Period Reported On Any dividend declared for the current financial period reported on? No dividend has been declared for the 6 months ended 31 December 2012.

(b)

Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year? Name of Dividend: Dividend Type: Dividend amount per share: Tax Rate: Final Dividend Cash S$0.006 Tax exempt (one-tier)

(c)

Date Payable Not applicable

(d)

Books closure date Not applicable

12)

If no dividend has been declared/recommended, a statement to that effect. No dividend has been declared for the 6 months ended 31 December 2012.

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13)

If the Group has obtained a general mandate from shareholders for Interested Person Transactions (IPT), the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect. The Company does not have a shareholders mandate under Rule 920 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited.

14)

Negative Assurance Confirmation on Interim Financial Result Pursuant to Rule 705 (5) of the Listing Manual We, the undersigned, hereby confirm to the best of our knowledge, nothing has come to the attention of the Board of Directors of the Company which may render the unaudited interim financial results for the half year ended 31 December 2012 to be false or misleading in any material aspect. On behalf of the Board of Directors Jimmy Fong Teck Loon Executive Chairman & CEO

Brenda Yeo Executive Director

By order of the Board

Jimmy Fong Teck Loon Chief Executive Officer 8 February 2013

This announcement has been reviewed by the Company's Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST). The Company's Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is:Name: Mr Wong Chee Meng Lawrence, Registered Professional, RHT Capital Pte. Ltd. Address: Six Battery Road #10-01, Singapore 049909 Tel: 6381 6998

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