Cover_StemLife AR2010 - I3investor

ANNUAL REPORT 2010STEMLIFE BERHAD (566770-D)

PROF. SEERAM RAMAKRISHNAPhD

Prof. Seeram Ramakrishna is Professor of Mechanical Engineering and Vice-President (Research Strategy) at the National University of Singapore (NUS). He also assists the university

in fostering research collaborations with the members of Campus for Research Excellence and Technological Enterprise, CREATE and is the founding Co-Director of NUS Nanoscience & Nanotechnology Initiative (NUSNNI) since 2003.

Prof. Seeram chairs the governing board of Solar Energy Research Institute of Singapore (SERIS), Clean Energy Program Office, National Research Foundation. He serves on the boards of Institution of Engineers Singapore (IES), Energy Studies Institute (ESI), Ministry of Foreign Affairs and Ministry of Trade & Industry, Temasek Polytechnic, Ministry of Education, and DSO National Laboratories, Ministry of Defence. He is a member of NUS President’s taskforce on Global Asia Institute.

He received his PhD in Materials Science & Engineering from the University of Cambridge and General Management training from the Harvard University. He is known globally for his pioneering work on electrospinning of nanofibers. He is advancing solar energy, water treatment and regenerative medicine using engineered nanofibers. He developed aesthetic orthodontic brackets & arch wires and electrospinning machine, which are now commercially manufactured. He is a Fellow of major professional societies in Asia, Europe and USA and a recipient of Changjiang Professorship of China, ASEAN Outstanding Engineering Award, NUS Outstanding Researcher Award, Lee Kuan Yew Fellowship, and Cambridge Nehru Scholarship. He is a Fellow of Royal Academy of Engineering, UK.

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PROF. RAJALINGAM SINNIAHDSC, PhD (QUB) MA, MBBChBAO MD, FRCPI, FRCPA, PRCPath

(Lond), FAMS

Prof. Rajalingam Sinniah received his medical education at the Trinity College, Dublin. After his specialist training in internal medicine, he underwent further training in pathology and obtained his doctoral qualifications in iron metabolism and liver diseases. He was awarded a DSC from Queens University, Belfast for his published works on “Diseases of the Kidney and Liver”. He then went on to join the teaching faculty of the Faculty of Medicine in Singapore where he rose to the rank of Professor. In Singapore, Prof. Sinniah was the regional adviser to the Royal College of Physicians, Ireland and National Advisor to the Royal College of Pathologists, London. Prof. Sinniah is also the Founder and former President of the Singapore Society of Pathology and past President of the Asia Pacific Associations of Societies of Pathology. Currently, he is a Professor of Pathology at the University of Western Australia and Consultant Pathologist at PathWest, Royal Perth Hospital, Australia.


Our Logistics

LOGISTICS QUALITY ASSURANCE

““

FLEET OF DEDICATED VEHICLES including shipment via MAS Kargo for reliable and efficient transport, ensuring safe and swift transfer.

STEMCOOL SHIPPING SYSTEM is a proprietory system to maintain cells within the ideal temperature, utilising IATA compliant shipping and packaging for best outcome during transport.


24 HOUR GPS AND NAVISION TRACKING SYSTEMS for monitoring and tracking of cord blood units in transit at all times.

24 HOUR TRANSFER TARGET for all cord blood units transported to our laboratory nationwide, and 48 hours worldwide, ensuring quality of stem cells stored.

INTERNATIONAL SHIPMENT StemLife’s staff are certified by the IATA and World Courier certificate program. StemLife’s cryoshipper, capable of holding liquid nitrogen and keeping stem cells cool for up to 8 days in transit, can be used for both nationwide and international transport of frozen stem cells.


Our Laboratory

LABORATORY COMPANY ASSURANCEINTERNATIONAL PROTOCOLS AND STANDARDS

Best Practices in compliance with AABB, FACT-NETCORD & MOH standards

StemLife has developed and refined good practices in compliance with international recommendations such as those by American Association of Blood Banks (AABB) and New York Cord Blood Bank.

International Cord Blood Processing Protocol

Processing of all units at StemLife utilize international protocols including the FDA approved Thermogenesis AXP AutoXpressTM Platform, enabling consistent time-saving processing practices every time. StemLife also uses the FDA-approved bag for stem cell cryopreservation and long-term storage.

Review by Chief Medical Officer & Laboratory Director (Person-in-Charge)

Laboratory results on the quality and viability of stem cells are reviewed by our Chief Medical Officer Prof. Dr. Aw Tar Choon (Professor of Chemical Pathology) and Laboratory Director Prof. Dr. Elizabeth George (Professor of Haematology) to ensure all necessary processing and testing has been undertaken according to StemLife standards.

Regular Checks and Maintenance

Daily equipment checks are performed and cryopreservation tanks are continuously monitored. All equipment are regularly serviced and calibrated for optimum performance. Procedures are validated by participating in external quality assurance programs (College of American Pathologists, ISO15189:2007), ensuring all equipment and laboratory technologists’ technical skills are on par with international standards.


EQUIPMENT AND MATERIALS

Internationally Accepted Equipment and Materials

All laboratory processing equipment and materials utilised by StemLife are approved either by US FDA or carried the CE mark (manufacturer’s declaration that the product complies with essential requirements of the relevant European Health, Safety and Environmental Protection legislations).

StemLife chooses to use the only FDA-approved storage system for stem cell cryopreservation – the “closed system” multicompartment cryobag. This technology assures safe and secure long-term storage, maintaining optimal cell viability and ease of use in treatment.

Clinical Waste Disposal

Pantai Medivest Sdn. Bhd. is a well established licensed clinical waste disposal company that handles and dispose our waste, providing us with a certified and environmentally friendly waste management solution.

Our Laboratory


CERTIFICATION AND ACCREDITATIONS

ISO15189:2007 ACCREDITATION

ISO15189:2007 is an important accreditation of international standard. It is used by medical laboratories worldwide to develop their quality management system and assess their technical competence. It is also used by accreditation bodies to confirm or recognize the competence of medical laboratories. StemLife Berhad is officially accredited with ISO15189:2007 which specifies requirements for quality and competence particular to medical laboratories.

The scope of accreditation covers the area of all in-house testing:o Haematology o Total Nucleated Cell (TNC) count o Viability o CD34+cell count o ABO groupingo Medical Virology o Infectious diseaseso Microbiology o Bacterial culture

The accreditation exercise falls under the purview of Standards Malaysia which is the national standardization and accreditation body governed by Ministry of Science, Technology and Innovation.

This additional international recognition puts StemLife in better standing among other service providers assuring our clients that their family’s stem cells are in the best of hands.

THE COLLEGE OF AMERICAN PATHOLOGISTS (CAP), USA PROGRAM

Since 2003, StemLife has voluntarily participated in CAP’s external quality assurance program to monitor and maintain the quality of our laboratory services. This is achieved through well-established professional peer review process. The CAP program encompasses testing for stem cell processing (haematology, virology, microbiology) providing quality assurance of in-house testing methodologies.

NEBB COMPLIANCE (INTERNATIONALLY CERTIFIED CLEANROOMS)

StemLife Laboratory has HEPA filtered cleanrooms for all cord blood and peripheral blood stem cell processing. These cleanrooms are certified in compliance with the National Environmental Balancing Bureau (NEBB).StemLife showcased the scientific presentation titled “Bacterial Contamination in Cord Blood Banking – A Malaysian

Our Laboratory

MINIMAL CONTAMINATION RATES

StemLife has maintained a low average of 2.8% contamination from year 2007 to 2010. This rate is lower than that reported from other facilities (Reed et al.; A. Honohan et al.). Our effective methods of surveillance has resulted in allowing more families to be able to store with StemLife.

20102008 20092007

2.6%

12.7%

3.5%

3.1% 2.8% 2.6%

A. Honohan et. al Reed et. al


Our Laboratory •

Research And Development

Experience” at the 20th Congress of Obstetrics and Gynaecological Society of Malaysia, 2010.

COLLABORATION WITH UNIVERSITY PUTRA MALAYSIA (UPM)

StemLife collaborated with UPM to conduct a study on ‘A Novel Diagnostic Tool For ThalassaemiaScreening In Red Blood Cells of Cord Blood Samples: A Malaysian Cord Blood Banking Experience’.

ABSTRACT

BACKGROUND - Since its inception in 2002, StemLife Berhad Laboratory has successfully processed, screened and stored over 30,000 units of umbilical cord blood (UCB), ten (10) of which have been released for use in various debilitating diseases and disorders including leukaemia, thalassaemia and cerebral palsy.

CONCLUSION - The annual contamination rate ranged from 0.9% - 3.2% from year 2002 to 2009. Common types of bacteria identified are those of vaginal flora including Bacteroides sp., Enterococcus faecalis and Escherichia coli. Contamination rate from vaginal delivery was higher than that seen with caesarean section. The bacterial contamination rate is comparable to those seen in other established cord blood centres. It was noted that risk of bacterial contamination is present in both vaginal delivery and caesarean section.

ABSTRACT

BACKGROUND - Detection and quantification of Hb* (haemoglobin) subtypes of human blood is integral to presumptive identification of thalassaemias. It has been used in neonatal screening of thalassaemia and Hb* variants. There have been no reports of screening of thalassaemia in cord blood banking in Malaysia. The use of red cells remaining following processing of the cord blood for stem cells provides a diagnostic target for thalassaemia screening.

CONCLUSION - This study indicates a way to screen for thalassaemia in red cells from cord blood. To our knowledge this study provides the first protocol to use discarded red cells in cord blood banking for the quantification of Hb subtypes for the presumptive identification of thalassaemia.

* Haemoglobin = A type of protein (iron-containing substance) that gives red blood cells their characteristic color; functions primarily to transport oxygen from the lungs to the rest of the body.

BACTERIAL CONTAMINATIONIN CORD BLOOD BANKING-A MALAYSIAN EXPERIENCE

20092007 20082006Reed et. al.

2.9%

12.7%

3.5%

2.6% 3.1% 2.8%

Á. Honohan et. al.

- The diagram above shows the average contamination rate of samples processed by StemLife from year 2006-2009.

RESEARCH & DEVELOPMENT


CLINICAL TRIALS FOR CEREBRAL PALSY CHILDREN

Infusion of autologous (one’s own) cord blood stem cells for children afflicted with Cerebral Palsy (CP) has been performed as early as 2005 and in 2007 StemLife began a small scale clinical trial (still ongoing) to clients with CP children.

In March 2011, StemLife announced the publication of the world’s first scientific journal publication on Cerebral Palsy using a combination therapy of stem cells and G-CSF. This journal evaluated a 2 year study on 2 toddlers who used their own cord blood stem cells, previously banked with Thai StemLife. It was reported that there were no side effects of infusing one’s own cord blood stem cells, consistent with results from other reports of autologous infusion.

StemLife has released 6 cord blood units for children with Cerebral Palsy to-date.The medical report “Safety and feasibility of autologous umbilical cord blood transfusion in 2 toddlers with cerebral palsy and the role of low-dose granulocyte-colony stimulating factor injections” can be found in the Journal of Restorative Neurology and Neuroscience 29 (2011) 17-22.

RESEARCH AND DEVELOPMENT

National University of Singapore Neuroscience and Nanotechnology Initiative (NUSNNI)

StemLife contributes towards downstream R&D programs to investigate into the area of stem cells. This is in collaboration with the NUSNNI, Singapore and Cryo Stemcells (Karnataka) Pte. Ltd.

Recent published papers include:o Biomimetic Hydroxyapatite-containing Composite Nanofibrous Substrates for Bone Tissue Engineering Venugopal

J, Prabhakaran MP, Zhang Y, Low S, Choon AT, Ramakrishna S. ; Philos Transact A Math Phys Eng Sci 2010 Apr 28; 368 (1917):2065-81

o Aligned and Random Nanofibrous Substrate for the In Vitro Culture of Schwann Cells for Neural Tissue Engineering Venugopal J, Prabhakaran MP, Low S, Choon AT, Deepika G, Dev VR, Ramakrishna S. ; Acta Biomater 2009 Sep; 5 (7):2560-9

Kuala Lumpur Sports Medicine Centre (KLSMC) and University Putra Malaysia (UPM)

StemLife and KLSMC explored stem cell application for cartilage joint injuries in knees in collaboration with UPM. Animal trials were conducted over 12 months demonstrating revolutionary results when stem cells and hyaluronic acid were administered to damaged joints. Now in human clinical trials, stem cell units from over 150 StemLife clients have been used autologously to successfully treat and improve their cartilage joint injuries.

NOVEL SERVICES

All StemLife Baby clients (newly enrolled) receive novel enhanced benefits with their StemLife Baby package. StemShieldPLUS, StemAssured, Stem21 and StemCourier are our exclusive services. StemShieldPLUS offers comprehensive coverage for cord blood stem cell transplants using either the child’s own cord blood unit or another matched unit. It has a maximum coverage of up to RM100,000 and covers use by baby, baby’s siblings and baby’s parents until the child is 21 years old.

Our Innovations


Corporate Social Responsibility

& Stem Cell Awareness Activities

o Support of the Thalassaemia Foundation in UMMC.

o Sponsorship of cord blood and peripheral blood stem cell banking to raise funds for the Dreamz Foundation.

o Sponsorship of cord blood banking and therapeutics for blood cancer patients.

o Sponsorship and participation in Obstetrical & Gynaecological Society of Malaysia’s (OGSM) Walking Tall Charity Walk to raise awareness and funds for health in young women.

o Participation in Malay Mail Big Walk for charity to raise funds for children with bone cancer.

o Participation in Terry Fox Run for the Terry Fox Foundation towards Cancer Research Funding.

o Spreading Christmas cheer with Santa and gifts amongst hospitalized patients in local hospitals.

o StemLife Blood Donation Drive 2009.

o StemLife Donation Drive for the Malaysian Thalassaemia Foundation, 2009.

o Stem21 – a special program for all StemLife Baby clients to offer waiver of storage fees until the child is 21 years old should one of his/her parents pass away.

Parenting and Baby Fairs

o Motherhood Expoo Smart Kids, PWTCo Mom & Baby Expoo 6th Parenthood Expo o 1st Malaysia Baby, Children & Parents Expo

Workshops, Forums, TalksIn view of our support for healthy lifestyle in parenting, StemLife works in collaboration with other corporations.

o Parenthood Workshop, (Seremban)o Healthy Mama, Happy Baby Forum (Alor Setar)o Healthy Mama, Happy Baby Forum (Selangor)o Healthy Mama, Happy Baby Forum (Kota Kinabalu)o Healthy Mama, Happy Baby Forum (Johor Bahru)o ‘Stem Cells’ Resource Session by Vistage (Kuala

Lumpur)o ANCs nationwide

Continuous Medical Education Programs

StemLife also works closely with healthcare providers to encourage exchange of information and experience on stem cell applications and benefits.

o Workshop on Profiling and Intervention of Children with Developmental Disabilities (Swan Convention Centre)

o CNE Talk at KPJ Kuantan Specialist Hospitalo CNE Talk at COOP Medical Centre

As a private cord blood banking facility, StemLife not only focuses on our clients but also on giving back to the community whether they are the general public or healthcare providers. Here are some examples of community involvement StemLife has engaged in a socially beneficial way:


Asia Pacific Cord Blood

Bank Consortium

A MISSION FOR CORD BLOOD STEM CELLS

Promoting the concept and elevating the significance of cord blood stem cell banking and therapy to health professionals, parents in the community and the general public throughout the region.

Objectives as a consortium member:

1. To be primary providers of quality cord blood stem cell banking services;2. To provide culturally appropriate, relevant and accessible services to diverse groups of parents throughout the

region;3. Empower positive change and continuous improvement for cord blood banks;4. Promote the benefits of cord blood stem cells to health professionals and parents in the community;5. Highlight cord blood stem cell transplantation and the benefits of cord blood stem cells to family associations;6. Elevate the significance of cord blood stem cell banking to government, business, non-government and families.

Ethical Standards of Practice (ESP)

APCBBC members agree to uphold recognition standards of Ethical Standards of Practice (ESP), in areas of practice, integrity and confidentiality in each organization towards the public and industry players.

The objective of ESP is to create an environment for leading cord blood banks in Asia Pacific to support each other in line with APCBBC’s mission to serve the community better.

SECRETARIAT & FOUNDING MEMBER

Malaysia StemLife Berhad

OTHER FOUNDING MEMBERS

Taiwan Bionet Corp.

Korea LifeCord Inc.

Hong Kong CRYOLIFE

Singapore CordLife

MEMBERS

Japan StemCell Institute

Australia Cryosite Ltd.

Thailand THAI StemLife

India StemOne Biologicals

Indonesia PT CordLife

South Africa Lazaron Biotechnologies

Vietnam MekoStem

ESP encompasses areas in:o Practiceo Integrityo Confidentiality


APCBBC Forum

Established in 2002, annual meetings bring together the region’s foremost and leading cord blood stem cell banking companies in the Asia Pacific region to meet, discuss and collaborate in addressing current issues surrounding the industry’s development. The forums address industry perspectives, medical breakthroughs and the applications of cord blood stem cells in the region today and in the future. Industry perspectives include how cord blood stem cell banking has provided for successful patient transplantations and enabled doctors to offer their patients stem cell therapy as an option, and how the industry is perceived by the general public.

APCBBC Forum 2010

APCBBC 2010 was hosted by CRYOLIFE and held in the Marco Polo Hong Kong Hotel, Hong Kong. With the theme “Stem Cell Banking Hot Square”, the forum included topics on HLA typing, use of stem cells in stroke and use of cord blood stem cells in spinal cord injuries. Guests from Greece (Biohellenika S.A.) and several renowned scientists were also in attendance to share their research and expertise.

Main Topic of The Forum:

Cord Blood Stem Cells for Spinal Cord Injury

Research and extensive clinical trials on using cord blood stem cells to treat spinal cord injuries in China.

Prof. Wise Young M.D. Ph.D. Professor II – Richard H. Shindell Chair in Neuroscience, Founding Director, W.M. Keck Center for Collaborative Neuroscience, Rutgers, The State University of New Jersey, Distinguished Visiting Professor, The University of Hong Kong

HLA Typing

Dr. Janette Kwok Transplantation and Immunogenetics Division, Department of Pathology, Queen Mary Hospital

Preclinical Studies of Stem Cells in Animal Stroke Model

Dr. Kent Tsang Bone Marrow Transplant Laboratory, Division of Haematology, Department of Anatomical and Cellular Pathology, The Chinese University of Hong Kong

Introduction of MekoStem: establishment and function of the first MOH licensed stem cell bank in Vietnam

Dr. LE Van Dong MD., Ph.D. MekoStem Chief Scientist, Vietnam


Directors’ Profile

Tan Sri Dato’ Seri Dr. Aseh obtained his Bachelor of Economics degree with Honours from the University of Malaya in 1974. He also holds a Masters Degree in Public Administration from the University of Southern California, United States of America. Upon his graduation, Tan Sri Dato’ Seri Dr. Aseh joined the Ministry of Finance as Assistant Secretary. Up until his retirement in October 2007 as Secretary General of the Ministry of Home Affairs, he held various positions in the civil service, ranging from Principal Assistant Secretary in the Education Services Commission, various positions in Ministry of Home Affairs to Director General of Immigration Malaysia. Tan Sri Dato’ Seri Dr. Aseh is active in community services and is currently the Chairman of Volunteers Corp Cooperatives, Malaysia (RELA) and President of UMNO Club, Retired Senior Civil Servants.

Tan Sri Dato’ Seri Dr. Aseh’s current directorships includes Non-Independent Non-Executive Chairman of Pos Malaysia Berhad, Independent Non-Executive Chairman of MWE Holdings Berhad and Independent Non-Executive Director of Lion Diversified Holdings Berhad.

Tan Sri Dato’ Seri Dr. Aseh does not have any family relationship with any other directors or major shareholders of the Company. He has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any. Tan Sri Dato’ Seri Dr. Aseh was appointed on 16 April, 2008.

Tan Sri Dato’ Seri Dr. Aseh attended all four (4) Board Meetings of the Company held during the financial year.

Dato’ Low started StemLife in 2001 and is currently its Managing Director and is responsible for the management, strategies and business direction of StemLife. She holds a Bachelor of Science (Hons) in Biochemistry from the University of Bristol, UK. She was previously a research scientist at the Institute of Molecular Agrobiology affiliated to the National University of Singapore.

She co-founded the Asia Pacific Cord Blood Bank Consortium (APCBBC) and is its industry Chairperson. She is also an invited scientific advisory panel member for the US-based Parent’s Guide to Cord Blood Foundation and also for a Malaysian-based biotechnology education group MABIC.

Dato’ Low does not sit on the board of any other public listed company.

Dato’ Low does not have any family relationship with any other directors or major shareholders of the Company. She is also a substantial shareholder of the Company. She has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Dato’ Low attended all four (4) Board Meetings of the Company held during the financial year.

TAN SRI DATO’ SERI DR. ASEH BIN CHE MATMalaysian, age 59, was appointed as Independent Non-Executive Chairman of StemLife (“the Company”) on 16 April 2008.

DATO’ LOW SU-SHING, SHARONSingaporean, age 35, was appointed as Executive Director of the Company on 13 December 2001. She is also the Chairperson of the remuneration Committee of the Company.


She is a co-founder of StemLife and is currently its Deputy Managing Director. She is responsible for the management of the operations of StemLife. She has extensive experience in business development, financial planning and advisory management.

Dato’ Lim does not sit on the board of any other public listed company.

Dato’ Lim does not have any family relationship with any other directors or major shareholders of the Company except for Mr. Lim Jit Soon who is her brother and an Executive Director of the Company. She is also a substantial shareholder of the Company. She has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Dato’ Lim attended all four (4) Board Meetings of the Company held during the financial year.

Prof. Aw is a co-founder of StemLife and is currently the Chief Medical Officer, overseeing the Company’s medical and scientific matters. Prof. Aw graduated as a medical doctor (MBBS) from the University of Malaya and trained in internal medicine at the Singapore General Hospital and King’s College Hospital, UK. He underwent further training at the Hospital of University of Pennsylvania, Philadelphia, US. He has Specialist Certification in Internal Medicine from the National University of Singapore (NUS) and the Royal College of Physicians, UK and in chemical pathology from the Royal College of Pathologists of Australasia. Prof. Aw was the Chief of the Department of Laboratory Medicine at the National University Hospital, Singapore from 1988 to 2002. He was the Vice Dean of the NUS Medical School from 1994 to 2002 and served as the Chief Executive of Alexandra Hospital in Singapore from 1995 to 2002. Prof. Aw has published widely in the medical literature, lectured in numerous congresses in 23 countries and received several distinguished awards.

Prior to joining StemLife, he was Group Medical Advisor to the Health Management International Group, a Singapore public listed company.

He also co-founded two medical science companies in Thailand and Singapore.

Prof. Aw does not sit on the board of any other public listed company.

Prof. Aw does not have any family relationship with any other directors or major shareholders of the Company. He is also a substantial shareholder of the Company. He has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Prof. Aw attended all four (4) Board Meetings of the Company held during the financial year.

PROF. DR. AW TAR CHOONSingaporean, age 59, was appointed as Executive Director of the Company on 18 March 2003.

DATO’ LIM OI WAHMalaysian, age 57, was appointed as Executive Director of the Company on 13 December 2001.


Directors’ Profile

Mr. Lim is the Chief Financial Officer responsible for overseeing StemLife’s finances, corporate matters, and administration. He qualified as an accountant in 1983 and is a Fellow of the Institute of Chartered Accountants in England and Wales. Prior to joining StemLife, he was the Senior Vice President of Finance of the Star Cruises Group.

During the last 15 years of his working experience he has held senior management positions in several companies, including 3 public listed companies in Malaysia, Singapore, and Hong Kong, namely Star Cruises Group, Ipco International Ltd. and Kuala Lumpur Industries Holdings Berhad.

Mr. Lim does not sit on the board of any other public listed company.

Mr. Lim does not have any family relationship with any other directors or major shareholders of the Company except for Dato’ Lim Oi Wah who is his sister and an Executive Director of the Company. He has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Mr. Lim attended all four (4) Board Meetings of the Company held during the financial year.

LIM JIT SOONMalaysian, age 54, was appointed as Executive Director of the Company on 02 November 2006.

Mr. Loh graduated with a degree of Bachelor of Laws (Hons) from University of Singapore in 1965. He was active in private legal practice after being called to the Malaysian and Singaporean Bars in the mid and late sixties respectively and helped to build a small legal firm into a moderately large one until he retired in 2001.

Upon retirement from active legal practice, Mr. Loh was engaged in part-time consultancy and devoted more time to charity organizations which he served for approximately 15 years in various capacities. Apart from looking after the legal affairs of the entities under the organizations, he expanded efforts in ensuring proper management and reporting of accounts, corporate governance and transparency in all the entities, particularly in respect of the charitable funds under their care. Mr. Loh also had interests in other non-governmental organizations and has served as legal advisor and sat on the management boards/councils in such organizations. He joined the Board in March 2005 and is consulted on the legal aspects of the company’s business.

Mr. Loh does not sit on the board of any other public listed company.

Mr. Loh does not have any family relationship with any other directors or major shareholders of the Company. He has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Mr. Loh attended all four (4) Board Meetings of the Company held during the financial year.

LOH YOON KWAIMalaysian, age 69, was appointed as Independent Non-Executive Director of the Company on 16 February 2005. He is also Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee of the Company.

ANNUAL REPORT 2010STEMLIFE BERHAD (566770-D) ANNUAL REPORT 2010STEMLIFE BERHAD (556770-D)

Tengku Putra is the Chairman of Illuminex Sdn Bhd, Executive Director of KB Enviro Sdn Bhd and was the Chief Executive Officer of KB Enviro Sdn Bhd from 2002 to 2008. He was also a director of Kangzen-Kenko International Group from 1998-2004 and Senior Advisor of Spektrum Ribu (M) Sdn Bhd from 2001-2004. Prior to this he was Senior Dealer in Pengkalen Securities Sdn Bhd.

Tengku Putra graduated in 1990 from the Arkansas State University, US with a Bachelor of Science majoring in Business Administration. He is a member of UMNO and has been the Vice Chief of the Pulai Division since 2004. He is also the Chairman of the Education Bureau and Constitutional Amendments Committee for the Division.

Tengku Putra does not sit on the board of any other public listed company.

Tengku Putra does not have any family relationship with any other directors or major shareholders of the Company. He has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Tengku Putra attended all four (4) Board Meetings of the Company held during the financial year.

TENGKU PUTRA HARON AMINURRASHID BIN TAN SRI TENGKU HAMID JUMATMalaysian, age 47, was appointed an Independent Non-Executive Director of the Company

on 13 December 2001. He is also Chairman of the Audit Committee and member of the Nomination Committee of the Company.

Ms. Yap is a Certified Practising Accountant of the Australian Society of Certified Practising Accountants (ASCPA), and is registered with the Chartered Accountant of Malaysian Institute of Accountants (MIA). In 1990, she graduated from University of Newcastle, Australia, with a Bachelor of Commerce majoring in Accounting, and later on obtained a Master of Business Administration (MBA) from Universiti of Malaya in 2000. She has 19 years of experience in finance and administration in various industries, mostly in property development and management.

Ms. Yap does not sit on the board of any other public listed company.

Ms. Yap does not have any family relationship with any other directors or major shareholders of the Company. She has no conflict of interest with the Company and has not been convicted of any offences within the past ten (10) years, other than traffic offences, if any.

Ms. Yap has attended one (1) out of four (4) Board Meetings of the Company held during the financial year.

f

YAP YU MINGMalaysian, age 42, was appointed as Independent Non-Executive Director of the Company

on 16 February 2011. She is also a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.


Group Management Team

ZAHREIN REDZAChief Operating Officer, StemLife Berhad

Mr. Redza is StemLife’s Chief Operating Officer (COO). He obtained his Masters in Biochemistry from Queen’s University at Kingston, Ontario, Canada in 1993. He has had a diverse range of healthcare and clinical exposure in industry, hospitals and academia in Canada, Singapore and Malaysia. His tenure includes positions as Research Scientist in Clinical Research Institute of Montreal, Canada, Research Scientist at Scitech Genetics, Singapore, Diagnostics Division Executive in Subang Jaya Medical Centre, Director of Malaysian Technology Development Corporation and management positions at other private hospitals. More recently, he was the Group Manager of Business Development at Columbia Asia Group of Hospitals as well as the Administrator of Columbia Asia Medical Center, Miri. In 2004 he was appointed the Chief Operating Officer of the Tun Hussein Onn National Eye Hospital. He joined StemLife as Director of Operations in June 2005.

LIEW SIEW NGORCompany Secretary

Ms. Liew is a Chartered Secretary as well as a qualified lawyer. She qualified as a Chartered Secretary in 1981 and is an Associate with the Institute of Chartered Secretaries and Administrators, UK, as well as a registered member with the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). In 2007, she graduated with a Bachelor of Laws (Hons) from University of London and had successfully passed the post graduate Certificate of Legal Practice. She has 20 years of working experience in the securities industry holding various positions as Company Secretary, Investment Analyst and Manager in a stockbroking firm, specializing in nominees and fund management services and last held the position as Head of Operations of Private Banking of a local investment bank.

VOON KE QINOperations Manager

Mr. Voon holds a Bachelors degree in Biotechnology from Monash University. He joined StemLife in 2003 and is now the Operations Manager overseeing branch operations and business opportunities. He is also responsible for development of sales packages and overall strategy.

DATO’ LOW SU-SHING, SHARONManaging Director

Refer to Board of Directors/ Director’s Profile – Page 42

DATO’ LIM OI WAHDeputy Managing Director


PROF. DR. AW TAR CHOONChief Medical Officer

MBBS, MMed (Internal Medicine), MRCP, FRCP Edin, FRCPA, FAMS, MPPRefer to Board of Directors/ Director’s Profile – Page 43

LIM JIT SOON Chief Financial Officer


RAVINDRAN BPMChief Operating Officer, StemLife Therapeutics

Mr. Ravindran was appointed as the Chief Operating Officer (COO) of StemLife Therapeutics Sdn Bhd in October 2009. He has been trained in Medical Science and has been involved in the healthcare industry for over 20 years, of which he dedicated 7 years to the stem cell industry. Mr. Ravindran has over the course of his career worked with both local and multinational organizations in various industries ranging from Medical Healthcare to Talent Recruitment Management to Biotechnology, where he held several senior management positions including Vice President (Operations) and COO. Prior to his current role in StemLife, he served as COO of Cryocord Sdn Bhd (one of the players in the stem cell industry) and subsequently after served as COO of Pantai Hospital Ipoh. In both organizations his role was to set the direction, planning, management and growth of various operating divisions within the organization. He has been invited to give numerous talks at various seminars and symposia on the advances in the stem cell field.


Group Management Team

HOE LU LUDirector of StemLife Therapeutics - Marketing

Ms. Hoe has held the position of Senior Account Director in multinational advertising agencies and subsequently as VP in the corporate sector and consultant with a public listed company in the property business. She joined StemLife in 2005 holds the position as Director of PR & Communications, responsible for the growing developments and marketing of Adult Stem Cell Banking at StemLife.

LIM MUI LANDirector of StemLife Therapeutics - Operations

Ms. Lim was a remisier in a stockbroking firm before she joined StemLife 5 years ago. She now holds the position as Manager for the Adult Stem Cell Banking Department and is responsible for all aspects of the department’s operation.

CHOW LAI MUNFinance & Administration Manager

Ms. Chow completed the Chartered Institute of Management Accountants in 1999 and qualified as an accountant in 2000. She held the position of Finance & Administration Manager of Parisign Exhibition Manufactures (Beijing) Co., Ltd. and joined StemLife Berhad as Finance & Administration Manager in July 2008.

GOH SIEW POHHuman Resource & Training Manager

Ms. Goh joined StemLife Berhad as HR & Training Manager in June 2009. She holds an Executive Diploma in Human Resource Management from University of Malaya Centre for Continuing Education. She has over 20 years human resource, admin and training related experiences in different industries ranging from management consultancy, property services, hospitality and healthcare related organizations. Ms. Goh was previously HR & Admin Manager at Mahkota Medical Centre, Melaka.

LOW SHUHUASpecial Projects Manager

Ms. Low graduated from King’s College University, London in 2004 with a Bachelor’s degree in Biomedical Science Hons. Subsequently, she attained a research assistant position conducting research into stem cells in the Agency of Science, Technology and Research (A*STAR), Singapore. She joined StemLife in 2006 and now holds the position of Special Projects Manager, assisting in internal projects and Operations and heading the marketing department.

KAMALAN ASOKANBusiness Development Manager (Technical)

Mr. Asokan graduated from Universiti Kebangsaan Malaysia with a Bachelor degree in Biomedical Science (Hons) in 2003. Upon graduation he took up the role of a Biochemist at a private laboratory in Penang. He joined StemLife in 2003 previously as Laboratory Supervisor, and is now the Business Development Manager of laboratory technical matters, certification and accreditation.

GOH ERN HUEILaboratory Manager

Ms. Goh graduated from University Malaya with a Bachelor degree in Biotechnology (Hons) in 2005. She joined StemLife 2005 and currently holds the position as Laboratory Manager, overlooking all laboratory operations, certification and accreditation.


Group Structure

100% StemLife Therapeutics Sdn. Bhd.

100% StemLife Diagnostics Sdn. Bhd.

100% StemLife Properties Sdn. Bhd.

100% StemLife Logistics Sdn. Bhd.

73% StemVet Sdn. Bhd.

60% Advent Capital Sdn. Bhd.

40% THAI StemLife Co. Ltd.

40% Prodia StemLife Indonesia, PT.


REGIONAL STRATEGIC ALLIANCES AND COLLABORATIONS

BANGKOK, THAILAND – THAI StemLifeTHAI StemLife, established in 2005, is the first private stem cell bank in Thailand with storage facilities in the country, with an aim to provide cord blood and peripheral blood stem cell banking services to the nation. The company was founded as a joint venture between StemLife Berhad, Superior Biotech Co. Ltd. (Thailand’s leading healthcare provider) and Jetanin Hospital, Bangkok. Its practices are AABB compliant and it is also a member of the APCBBC which recognises THAI StemLife to be the pioneer and leading bank in Thailand. Its customised world-class laboratory has been accredited with ISO15189:2007 since 2009 and is located in their own building in central Bangkok.

JAKARTA, INDONESIA – PT Prodia WidyahusadaPT Prodia Widyahusada and StemLife entered into a joint venture to form Prodia StemLife. The company will provide private stem cell banking services for Indonesia. Prodia Clinical Laboratory is the business unit of PT Prodia Widyahusada, specialising in laboratory services. It is one of Indonesia’s leading clinical laboratory groups with over 35 years experience in the industry. It currently manages the biggest clinical laboratory operation in Indonesia, with over 106 branches (located in 73 cities in 25 provinces) and 2,000 staff. It serves approximately 1.5 million customers yearly ranging from doctors and hospitals to laboratories and the general public. Prodia also provides special laboratory diagnoses for clinical trials. Prodia StemLife is expected to commence stem cell services in the 2nd half of 2011.

Twit

JAKARTPT Prodia private sts em sppecialising iin n l355 years experienlaboboratory operationin 73 3 cicitit es in 25 provin1.5 million cuc stomers yelaboratories aandn thelaboratories annd thlaboratory diagnnoto comommem nce

Corporate Overview

PeninsularMalaysia

EastMalaysia

HEADQUARTERSKuala Lumpur

BRANCH OFFICESPenang

IpohMalacca

Batu PahatJohor Bahru

Kota KinabaluSibu

Kuching

REPRESENTATIVE AREASKedahPahang

Negeri SembilanMiri

Muar

MALAYSIA REGIONAL COVERAGE


Corporate Information

BOARD OF DIRECTORS

TAN SRI DATO’ SERI DR. ASEH BIN CHE MAT Independent Non-Executive Chairman

DATO’ LOW SU-SHING, SHARON Managing Director

DATO’ LIM OI WAH, CHRISTINA Deputy Managing Director

PROF. DR. AW TAR CHOON Chief Medical Officer

LIM JIT SOON, MICHAEL Chief Financial Officer

LOH YOON KWAI Independent Non-Executive Director

TENGKU PUTRA HARON AMINURRASHID BIN TAN SRI TENGKU HAMID JUMAT Independent Non-Executive Director

YAP YU MING Independent Non-Executive Director

AUDIT COMMITTEE MEMBERSTengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid JumatChairman

Loh Yoon Kwai

Yap Yu Ming

REMUNERATION COMMITTEE MEMBERSDato’ Low Su-Shing, SharonChairperson

Loh Yoon Kwai

Yap Yu Ming

NOMINATION COMMITTEE MEMBERSLoh Yoon KwaiChairman

Tengku Putra Haron Aminurrashidbin Tan Sri Tengku Hamid Jumat

Yap Yu Ming

COMPANY SECRETARIESLaang Jhe How (MIA 25193)No. 37, Jalan Sri Petaling 16, Sri Petaling,57000 Kuala Lumpur.

Liew Siew Ngor (MAICSA 0757010)81, Jalan Burung Tekukur,Taman Bukit Maluri Kepong,52100 Kuala Lumpur.

REGISTERED OFFICE149A, Jalan Aminuddin Baki, Taman Tun Dr. Ismail,60000 Kuala Lumpur.Tel : +603 7729 1519Fax : +603 7728 5948

SHARE REGISTRARInsurban Corporate Services Sdn Bhd149, Jalan Aminuddin Baki, Taman Tun Dr Ismail,60000 Kuala Lumpur.Tel : +603 7729 5529 Fax : +603 7728 5948

AUDITORSSTYL Associates107-B, Jalan Aminuddin Baki, Taman Tun Dr. Ismail,60000 Kuala Lumpur.Tel : +603 7727 5573 Fax : +603 7727 0771

PRINCIPAL BANKERSAlliance Bank Malaysia BerhadHong Leong Bank BerhadPublic Bank BerhadCIMB Bank BerhadEON Bank BerhadUnited Overseas Bank (Malaysia) Berhad

STOCK EXCHANGEACE Market of Bursa Malaysia Securities BerhadStock Name: STEMLFEStock Code: 0137

WEBSITEwww.StemLife.com


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Statement of Directors’ Responsibility

For Preparation of Financial Statements Pursuant To Paragraph 15.26(a) of the ACE Market Listing Requirement of Bursa Malaysia

The financial statements of the Group and of the Company are drawn up in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The Directors are responsible for ensuring that the financial statements give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year.

In preparing the financial statements, the Directors have:

a) Selected suitable accounting policies and applied them consistently;

b) Made judgements and estimates that are reasonable and prudent;

c) Ensured that all applicable accounting standards have been followed; and

d) Prepared financial statements on a going concern basis as the Directors have a reasonable expectation having made appropriate enquiries that the Group and the Company have adequate resources to continue in operational existence in the foreseeable future.

The Directors have the responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy of the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Board has the overall responsibility to take all steps as are reasonably opened to them to safeguard the assets of the Group to prevent and detect frauds and other irregularities.

52


Statement of Corporate Governance

The Board acknowledges the importance of promoting good corporate governance and is committed to ensure that it is practised with high integrity and transparency throughout the Group in all aspects of its business dealings without compromising the objective of safeguarding shareholders’ interest and ultimately enhancing shareholders’ value. The Board of Directors (“the Board”) of StemLife Berhad (“StemLife”) are pleased to report to the shareholders on the manner in which the StemLife group of companies (“the Group”) applies the principles and extent of compliance with the Best Practices of Corporate Governance as set out in Part 1 and Part 2 of the Malaysian Code on Corporate Governance (“the Code”) and pursuant to Paragraph 15.25 of the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market (“Bursa Malaysia”).

THE BOARD OF DIRECTORS Composition, Duties and Responsibilities The Group is led by an experienced Board under the Managing Director, Dato’ Low Su-Shing, supported by three (3) Executive Directors and four (4) Independent Non-Executive Directors. This is in compliance of Paragraph 15.02 of the Listing Requirements of Bursa Malaysia, which requires at least two (2) directors or one-third (1/3) of the Board of a listed company, whichever is higher, are Independent Directors.

The Board is satisfied that its current composition fairly reflects the investment on the Company, and that its current size and composition are effective for the proper functioning of the Board. The Independent Non-Executive Directors, as defined under Paragraph 1.01 of the Listing Requirements of Bursa Malaysia, are independent of management and are free from any business or other relationships that could interfere with the exercise of independent judgement or the ability to act in the best interests of the Group. The Independent Directors provide a broader view and an independent and balanced assessment.

The Board has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. These include: o Reviewing and adopting strategic business plans for the Group;

o Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;

o Managing and overseeing the operations of the Group’s businesses; and o Reviewing the adequacy and integrity of the Group’s systems of internal controls and management systems

including systems for compliance with applicable laws, regulations, rules, directives and guidelines. The Board which has strong independent elements provides the strategic direction and corporate objectives of the Company and delegates the authority to the Managing Director to implement the policies and decisions of the Board.


53

Statement of Corporate Governance (cont’d)

Board MeetingsThe Board will meet at least four (4) times a year with the additional meetings being held as and when required. All Directors have access to enable them to discharge their duties effectively and diligently. During these meetings, the Board will review the Group’s financial statements where results are deliberated. The performance of the Group and other strategic matters are also deliberated. For the financial year ended 31 December 2010, the board met four (4) times. The Board of Director’s attendance record is as follows:-

Directors Attendance Percentage

Tan Sri Dato’ Seri Dr. Aseh bin Che Mat 4/4 100 Dato’ Low Su-Shing, Sharon 4/4 100 Dato’ Lim Oi Wah 4/4 100 Prof. Aw Tar Choon 4/4 100 Lim Jit Soon 4/4 100 Tengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid Jumat 4/4 100 Loh Yoon Kwai 4/4 100 Loh Kiat Loon 3/4 75 (resigned on 30 Nov 2010)

Appointment and Retirement of Directors The Nomination Committee’s task is to assist the Board to evaluate and recommend candidates for the appointments to the Board.

In accordance with the Company’s Articles of Association (“the Article”), all Directors who are appointed by the Board during a financial year, will retire at the following Annual General Meeting. The Articles also provide that at least one-third (1/3) of the Directors for the time being, or if their numbers is not in multiple of three (3), then the numbers nearest to one-third (1/3) shall retire from office provided always that all Directors including the Managing Director/Executive Director shall retire from office at least once every three years but shall be eligible for re-election. The Articles of Association further provide that a Managing Director can be appointed for a fixed term which shall not exceed five (5) years.

54



Directors’ Training The Company will continuously arrange for trainings for the Directors as part of the obligations to update and enhance their skills and knowledge to enable them in carrying out their roles as Directors effectively, in accordance with best practices particularly of corporate governance set out in the Code.

All the Directors have attended and completed the Mandatory Accreditation Programme (“MAP”) as prescribed by Bursa Malaysia Securities Berhad.

Details of training courses attended by members of the Board during the financial year under review are as follows:

Directors

Tan Sri Dato’ Seri Dr. Aseh bin Che Mat

Dato’ Low Su-Shing, Sharon

Dato’ Lim Oi Wah

Prof. Aw Tar Choon

Lim Jit Soon

Tengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid Jumat

Loh Yoon Kwai

Nature of Course

In-house training on the listing requirements and guidelines of the ACE Market and on the latest updates of the Companies Act by the Company Secretary





in-house training on the listing requirements and guidelines of the ACE Market and on the latest updates of the Companies Act by the Company Secretary


Directors’ Remuneration

The Directors’ remuneration is linked to experience, scope of responsibility, seniority, performance and industry information. Details of the Directors’ remuneration for the year ended 31 December 2010 are as follows:

Description Fees Salaries Defined Total and Bonus Contribution Retirement Plan

Executive Directors - 549,600 15,552 565,152Non-Executive Director 15,000 - - 15,000

The numbers of Directors whose remuneration falls within the following band are:

Description Executive Directors Non-Executive Directors

RM150,000 - RM200,000 1 -RM100,000 - RM150,000 3 -RM50,000 - Below - 1


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ACCOUNTABILITY AND AUDIT

Financial Reporting The Board takes responsibility for ensuring that the financial statements of the Group and of the Company give a true and fair view of the state of affairs of the Group and of the Company as required under Section 169(15) of the Companies Act, 1965. Efforts are made to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Board also ensures the accurate and timely release of the Group’s quarterly and annual financial results to Bursa Malaysia.

External Audit Function The Company’s independent external auditors fill an essential role by enhancing the reliability of the financial statements of the Group and of the Company and giving assurance of that reliability to users of these financial statements. The external auditors, STYL Associates had reported to the members of the Company on their findings which has been included as part of the Group’s and of the Company’s financial reports with respect to the audit on the statutory financial statements for the year ended 31 December 2010. In doing so, the Group and the Company have established a transparent arrangement with the auditors to meet their professional requirements. From time to time, the auditors highlight to the Audit Committee and the Board on matters that require the Board’s attention.

RELATIONS WITH SHAREHOLDERS AND INVESTORS

Annual General Meeting Annual General Meeting (“AGM”) is the principal forum for dialogue with shareholders. At the Company’s AGM, shareholders have direct access to the Board and are given opportunities to ask questions. The shareholders are encouraged to participate in the question and answer session. The Chairman of the Board in the AGM often presents to the shareholders, the Company’s operations in the financial year and outlines future prospects of the Group. Further, the Group’s Company Secretary could provide shareholders and investors with a channel of communication on which they can provide feedback to the Group. Queries regarding the Group may be conveyed to the Company Secretary at the Company’s registered address.

Dialogue between the Company and Investors The Group values dialogue with shareholders and investors as a means of effective communication that enables the Board to convey information with regards to the Group’s performance, corporate strategy and other matters that effect shareholders’ interest. The Company holds regular discussion with analysts and institutional shareholders regularly. Presentations based on permissible disclosure are made to explain the Group’s performance and major development plans. However, price sensitive information about the Group is not discussed in these exchanges until after the prescribed announcement to Bursa Malaysia has been made.

In addition to the various announcements made during the year in respect of corporate developments of the Group, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Group’s performance and operations. Copies are supplied to the shareholders and members of the public upon request. The full financial results and the Company’s announcements can also be obtained from the Bursa Malaysia website.

OTHER COMPLIANCE INFORMATION

Share Buybacks The Company does not have a scheme to buy back its own shares at this time.

Options, Warrants or Convertible Securities There were no options, warrants or convertible securities in issue as at 31 December 2010.

American Depository Receipts (“ADR”) / Global Depository Receipts (“GDR”) During the year, the Company did not sponsor any ADR or GDR programme.

Sanctions and / or Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, the Directors or the management by the relevant regulatory bodies.

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Non-audit Fees The amount of non-audit fees that were paid to the external auditors by the Company for the financial year 2010 was nil (2009 – nil). Profit Estimates, Forecast or ProjectionsThe Group did not issue any profit forecast for the financial year ended 31 December 2010.

Status Of Utilisation Of Listing Proceeds From Public IssueStemLife was listed on 17 October 2006. The Company raised RM13.2 million from its Initial Public Offering (“IPO”) and the details of utilisation of such proceeds as at 31 December 2010 is as follows:

Purpose Proposed Intended Actual Balance % Extended Explanations Amount Timeframe for Utilisation as RM’000 Timeframe for RM’000 Utilisation at 31.12.10 Utilisation RM’000

Third 2,600 Within three (3) - 2,600 100.0 by 31 March ^ ## Laboratory years from Date of 2012 Listing i.e. 17 October 2006 (“Date of Listing”)

Laboratory 3,000 Within three (3) 998 2,002 66.7 by 31 March ^ ##Equipments years from Date of 2012 Listing

Logistics 600 Within three (3) 600 0 - - Expansion years from Date of Listing

Branch 2,500 Within three (3) 637 1,863 74.5 by 17 october ^ Expansion years from Date of 2011 ## Listing

Working 2,500 - 2,998 (498)* - - * Capital

Listing 2,000 - 1,502 498* - - * Expenses

Total 13,200 6,735 6,465 49.0

Notes: * The under utilisation of the listing expenses was adjusted to working capital and utilised fully in the 1st quarter

2007.^ The approved timeframe for utilisation is 3 years from the date of listing.## The Board of Directors had on 20 October 2009 approved and announced the extension of time for the utilisation

of the balance of the IPO proceeds in the extended timeframe mentioned.

Profit GuaranteeDuring the year, there was no profit guarantee given by the Company.

Material Contracts of the Company and its Subsidiaries, involving Directors and Substantial ShareholdersThere were no material contracts involving the company and its subsidiaries, involving Directors and substantial shareholders.

Revaluation Policy on Landed PropertiesThe properties are stated at cost less accumulated depreciation and impairment losses. The Group does not adopt a policy on regular valuation during the financial year.


57


AUDIT COMMITTEE REPORT

The Board of Directors (“the Board”) of StemLife is pleased to present the report of the Audit Committee for the financial year ended 2010.

Composition of Audit CommitteeThe Audit Committee was established on 26 April 2006 and comprised a majority of Independent Non-Executive Directors. The Chairman of the Audit Committee shall be an Independent Non-Executive Director and the members are as follows:

Tengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid JumatChairman/Independent Non-Executive Director

Loh Yoon KwaiMember/Independent Non-Executive Director

Yap Yu Ming (appointed on 16 Feb 2011)Member/Independent Non-Executive Director

Loh Kiat Loon (resigned on 30 Nov 2010)Member/Independent Non-Executive Director

Meetings of Audit CommitteeThe Audit Committee met five (5) times during the year and were attended by all members. The representative(s) of external auditors of the Company were also invited to attend the Audit Committee meetings.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

ObjectiveThe primary objective of the Audit Committee is to assist the Board in fulfilling its fiduciary duties relating to corporate accounting and reporting practices of the Company and its subsidiary companies (“the Group”). Additionally, the Audit Committee shall:

• provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and practices and financial management and control;

• provide greater emphasis on the audit functions by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the management; and

• maintain, through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management.

1. Composition of Members

The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of Board of Directors) comprising of no fewer than three (3) directors, all of whom shall be non-executive.

In this respect, the Board adopts the definition of “independent directors” as defined under the Paragraph 1.01 of the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market (Bursa Malaysia).

All members of the Audit Committee shall be financially literate and at least one (1) member of the Audit Committee:-

• must be a member of the Malaysian Institute of Accountants (“MIA”); or

• if he is not a member of the MIA, he must have at least 3 years of working experience and;- he must have passed the examinations specified in Part 1 of the First Schedule of Accountants Act 1967;

or- he must be a member of one (1) of the associations of accountants specified in Part II of the First

Schedule of the Accountants Act 1967.

• fulfils such requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

No alternate Director of the Board shall be appointed as members of the Audit Committee.

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Retirement and ResignationIf a member of the Audit Committee resigns, dies or for any reason ceases to be a member resulting in non-compliance to the composition criteria as stated in paragraph 1 above, the Board shall within three (3) months of the event appoint such member of the new members as may be required to fill the vacancy.

2. Chairman

The Chairman of the Audit Committee, elected from amongst the Audit Committee members, shall be an Independent Director. The Board of Directors shall approve the Chairman of the Committee.

In the absence of the Chairman of the Audit Committee, the other members of the Audit Committee shall amongst themselves elect a Chairman who must be an Independent Director to chair the meeting.

3. Secretary

The Secretary of the Audit Committee shall be the Company Secretary. The Secretary shall be responsible for keeping the minutes of meetings of the Audit Committee, circulating them to members of the Audit Committee and to the other members of the Board of Directors and for following up outstanding matters.

4. Terms of Office

The Board of Directors of the Company shall review the terms of office and performance of the Audit Committee and each of its members at least once in every three (3) years to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.

5. Meetings

The Audit Committee meetings shall meet regularly, with due notice of issues to be discussed, and shall record its conclusions in discharging its duties and responsibilities. In addition, the Chairman may call for additional meetings at any time at the Chairman’s discretion.

Upon the request of the external auditors, the Chairman of the Audit Committee members shall convene a meeting of the Audit Committee to consider any matter the external auditors believe should be brought to the attention of the Directors or shareholders.

Notice of Audit Committee meetings shall be given to all the Audit Committee members unless the Audit Committee waives such requirement.

The Chairman of the Audit Committee shall engage on a continuous basis with senior management, such as the Chairman, the Chief Executive Officer, the Finance Director, the head of internal audit and the external auditors in order to be kept informed of matters affecting the Company.

The Finance Director, the head of internal audit and a representative of the external auditors should normally attend meetings. Other Board members and employees may attend meetings upon the invitation of the Audit Committee. The Audit Committee shall be able to convene meetings with the external auditors, the internal auditors or both, without executive Board members or employees present whenever deemed necessary and at least twice a year with the external auditors.

Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the Audit Committee shall have a second or casting vote.

6. Minutes

Minutes of each meeting shall be kept at the registered office and distributed to each member of the Audit Committee and also to the other members of the Board. The Audit Committee Chairman shall report on each meeting to the Board. The minutes of the Audit Committee meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.


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7. Quorum

The quorum for the Audit Committee meeting shall be the majority of members present whom must be Independent Directors.

8. Reporting

The Audit Committee shall report to the Board of Directors, either formally in writing, or verbally, as it considers appropriate on the matters within its terms of reference at least once a year, but more frequently if it so wishes.

The Audit Committee shall report to the Board of Directors on any specific matters referred to it by the Board for investigation and report.

9. Authority

The Audit Committee shall, in accordance with a procedure to be determined by the Board of Directors and at the expense of the Company:

(a) have explicit authority to investigate any activity within its terms of reference, the resources to do so, and full access to information. All employees shall be directed to co-operate as requested by members of the Audit Committee.

(b) have full and unlimited/unrestricted access to all information and documents/resources which are required to perform its duties as well as to the internal and external auditors and senior management of the Company and the Group.

(c) obtain, at the expense of the Company, other independent professional advice or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.

(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any).

(e) where the Audit Committee is of the view that the matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the Audit Committee shall promptly report such matter to Bursa Securities.

10. Duties and Responsibilities

The duties and responsibilities of the Audit Committee are as follows:-

(a) To consider the appointment of the external auditors, the audit fee and any question of resignation or dismissal;

(b) To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

(c) To review with the external auditors their evaluation of the system of internal controls and their audit report;

(d) To review the quarterly and year end financial statements of the Board, focusing particularly on:-

• any change in accounting policies and practices;

• significant adjustments arising from the audit;

• the going concern assumption; and

• compliance with accounting standards and other legal requirements.

(e) To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management, where necessary);

(f ) To review the external auditors’ management letter and management’s response;

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(g) To do the following, in relation to the internal audit function:-

• review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;

• review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;

• review any appraisal or assessment of the performance of members of the internal audit function;

• approve any appointment or termination of senior staff members of the internal audit function; and

• take recognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.

(h) To consider any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;

(i) To report its findings on the financial and management performance, and other material matters to the Board;

(j) To consider the major findings of internal investigations and management’s response;

(k) To verify the allocation of employees’ share option scheme (“ESOS”) in compliance with the criteria as stipulated in the by-laws of ESOS of the Company, if any;

(l) To determine the remit of the internal audit function;

(m) To consider other topics as defined by the Board; and

(n) To consider and examine such other matters as the Audit Committee considers appropriate.

Summary of the Activities of the Audit CommitteeDuring the year 2010, the Audit Committee carried out its duties as set out in the terms of reference. Other main activities carried out by the Audit Committee during the financial year included the following:-

1. Financial Results

(a) Reviewed the quarterly and year-to-date unaudited financial results of the Group before tabling to the Board for consideration and approval; and

(b) Reviewed the reports and the audited financial statements of the Company and of the Group together with the external auditors prior to tabling to the Board for approval.

2. External Audit

(a) Reviewed the external auditors’ scopes of work and audit plan for the year and make recommendations to the Board on their appointment and remuneration;

(b) Reviewed and discussed external auditors’ audit report and areas of concern highlighted including management’s response to the concerns raised by the external auditors; and

(c) Discussed on significant accounting and auditing issues, impact of new or proposed changes in accounting standards and regulatory requirements.



61


REMUNERATION COMMITTEE REPORT

ObjectiveThe Group operates in a competitive environment and it is essential that part of its strategy is to attract, motivate and retain the highest achievers who are able to deliver towards achievement of the business objectives. The level of remuneration and benefits the Company offers is the key to support the objectives and maintaining the Group’s market position as an employer of choice. The Company provides competitive salaries and benefits for all employees, consistent with its business strategy and performance.

Composition of Remuneration CommitteeThe Remuneration Committee was established on 1 August 2006 and comprises of mainly the Non-Executive Directors as follows:

Dato’ Low Su-Shing, SharonChairperson/Managing Director

Loh Yoon KwaiMember/Independent Non-Executive Director


Loh Kiat Loon (resigned on 30 Nov 2010)Member/ Independent Non-Executive Director

The Remuneration Committee recommends to the Board the reward framework to allow the Company to attract and retain its Executive Director giving due regards to the financial and commercial health of the Company. The Remuneration Committee’s approach reflects the Group’s overall philosophy that all employees should be appropriately rewarded.

Remuneration PolicyThe Company aims to align the interests of its Executive Directors as closely as possible with the interests of shareholders in promoting the Group’s strategies. Total remuneration comprises fixed salary, Director’s fees, performance related bonus, and benefit-in-kind. Salary and benefits are competitive and are reviewed annually. In making recommendations on the framework for retaining and rewarding senior management, the Remuneration Committee reviews the total reward package, making use of internally and externally published information. The salaries of the Executive Directors is set by the Remuneration Committee annually after consideration of the Group’s performance, market conditions, the level of increase awarded to employees throughout the business and the need to reward the individual performance.

QuorumThe quorum for meetings shall be a minimum of two (2) members.

Responsibilitiesa) To recommend to the Board, the remuneration and compensation of the Executive Directors in all its form, drawing

from external advice where necessary; and

b) To establish a formal procedure for developing policy on Executive Directors’ remuneration and compensation package.

AttendanceRemuneration Committee met one (1) time during the year.

62


NOMINATION COMMITTEE REPORT

ObjectiveThe Nomination Committee was set out to ensure business continuity of the Company and the Group by having in place a succession plan for the Board of Directors (“the Board”) and senior management.

Composition of Nomination CommitteeThe Nomination Committee was established on 1 August 2006 and comprises of Non-Executive Directors as follows:

Loh Yoon KwaiChairman/Independent Non-Executive Director

Tengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid JumatMember/ Independent Non-Executive Director


Loh Kiat Loon (resigned on 30 Nov 2010)Member/ Independent Non-Executive Director

NOMINATION COMMITTEE POLICYFundamentally, new appointments to the Board are made by the whole Board and potential Non-Executive Directors are suggested by any Director and reviewed by the Nomination Committee before the candidate is being approached. Any new appointment is made by the Board only after a recommendation from the Nomination Committee. In view of the essential requirement of potential Directors to understand the nature of responsibilities of the Board and the extensive operations of the Group, it is vital for the Chairman to take part in the briefing of any nominees to the Board. Accordingly, the Nomination Committee is structured as sub-committee of the whole Board so that all Directors can participate in the nomination process.

QUORUMThe quorum for meetings shall be a minimum of two (2) members.

RESPONSIBILITIESa) To review the structure, size and composition of the Board;

b) To review formal succession plan in identifying and mentoring potential Executive Directors, Non-Executive Directors and senior management personnel;

c) To propose and recommend new appointments of potential candidates to the Board; and

d) To propose and recommend to the Board, the retirement and re-appointment of existing Executive and Non-Executive Directors in accordance with the Articles of Association of the Company.

ATTENDANCEThe Nomination Committee met one (1) time during the year 2010.



63

Statement on Internal Control

INTRODUCTION

Paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market (“MMLR”) requires the Board of Directors of public listed companies to include in its annual report a “statement about the state of internal control of the listed issuer as a group”. The Board, committed to maintaining a sound system of internal control in the Group, is pleased to provide the following statement outlining the nature and scope of internal control of the Group during the financial year ended 31 December 2010.

Board ResponsibilityThe Board recognizes its responsibility over the Group’s system of internal control, which includes the establishment of an appropriate control environment and reviewing the adequacy and integrity of these systems on a regular basis.

Nevertheless, inherent limitations in any system of internal control preclude absolute assurance against material misstatement or loss, as the system is designed to manage, rather than eliminate, risk of failure.

The Board has established a process for identifying, evaluating and managing principle risks faced by the Group. This process was in place throughout the financial year under review. The Board regularly reviews this process in conformity with the Statement on Internal Control: Guidance for Directors of Public Listed Companies (the “Internal Control Guidance”).

Although the Board are the ultimate owners of risk assessment process and internal control systems, Management has been tasked with the implementation of the risk management and internal control systems, within the framework adopted by the Board.

Enterprise Risk Management FrameworkThe Board affirms the contents of the Internal Control Guidance and through the Audit Committee, identifies principal risks faced by significant operating entities of the Group, and evaluates the systems in place to manage these risks.

The outworking of the Group’s risk management framework can be demolished by the following practices:

• Establishment of a risk management structure, which depicts the lines of reporting and responsibility at the Board, Audit Committee and Management levels. A specific grouping of management personnel, i.e. the Group Risk Management Committee is responsible to enhance risk oversight and management, one way of which is to integrate risk management issues into quarterly performance reporting;

• Identification of principal risks (present and potential) faced by operating units in the Group and management plans to mitigate or manage these risks. The identification process is driven by the Audit Committee. For each principal risk, the assessment process considers the potential impact and likelihood of occurrence, effectiveness of controls in place (if any), and action plans being taken to manage those risks to the desired level. A database of these risks and controls has been created to produce a risk register and individual risk profiles for the major business unit;

• Determination of risk appetite (qualitative and quantitative) for major business units in the Group;

• Issuance of a Risk Management Policy and Guidelines Document for the Group. The document offers practical guidance to all employees on risk management issues; and

• Preparation of action plans to address risk and control issues on an ongoing basis.

The Board considers that the enterprise risk management framework is robust, but will still subject the framework to continuous improvement, taking into consideration better practices and the changing business environment, where appropriate.

64


Statement on Internal Control (cont’d)

Internal Audit FunctionThe Group have outsourced the internal audit function to an independent professional audit firm.

The Audit Committee receives reports from the proposed Group Internal Audit function and considers Management response to issues raised in the reports, before making recommendations to the Board to fortify the Group’s internal control and governance systems. Remedial actions taken by Management in response to internal control deficiencies are monitored by the Group Internal Audit function.

Apart from conducting risk-based internal audits for the Company and its subsidiaries, the proposed Group Internal Audit function also performs routine and financial-based audits as part of its programme to cover strategic, operational and financial aspects of Group operations.

Other Risk and Control ProcessesThe Board considers the following as complements to the goals embraced by the risk management process and internal audit activities:

• An organizational structure with formally defined lines of responsibility and delegation of authority;

• A hierarchical reporting process which provides a documented and auditable trail of accountability;

• An update Management Staff Handbook and Collective Agreement emphasizing policies on health and safety, training and development, equality of opportunity, staff performance and repercussions of serious misconduct; and

• A chart of authority prescribing limits of authority.

Weakness in Internal Controls That Result in Material LossesThere were no material losses during the financial year ended 31 December 2010 as a result of weaknesses in internal control. Nevertheless, Management remains vigilant and continues to take measures to strengthen the control environment.

Date: 11 April 2011

Financial Statements

66 Directors’ Report

70 Statement By Directors

70 Statutory Declaration

71 Auditors’ Report

73 Statements Of Financial Position

74 Statements Of Comprehensive Income

75 Statements Of Changes In Equity

76 Consolidated Statements Of Cash Flows

77 Statements Of Cash Flows

78 Notes To The Financial Statements

66


Directors’ Report

The Directors are pleased to submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2010.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the following activities:

• stem cell therapy and stem cell consultancy services;• collection, testing, processing and preservation of umbilical cord blood stem cells;• testing, processing and preservation of peripheral blood stem cells; and• investment holding.

The principal activities of its subsidiary companies are disclosed in Note 5 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS GROUP COMPANY RM RM

(Loss)/Profit for the year (176,650) 1,584,839

Attributable to: Equity holders of the Company (377,253) 1,584,839Minority interest 200,603 - (176,650) 1,584,839

DIVIDENDS

A first and final tax exempt dividend of 10% amounting to RM1,650,000, for the financial year ended 31 December 2009 was paid during the current financial year.

At the forthcoming Annual General Meeting, a single tier final dividend of 10% on 165,000,000 ordinary shares amounting to RM1,650,000 in respect of the financial year ended 31 December 2010 will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2011.

ISSUE OF SHARES AND DEBENTURES

No shares or debentures were issued during the financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.


67

Directors’ Report (cont’d)

SHARE OPTIONS

No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares in the Company. As at the end of the financial year, there were no unissued shares of the Company under options.

INFORMATION ON THE FINANCIAL STATEMENTS

Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and have satisfied themselves that all known bad debts have been written off and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their values as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

(a) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations as and when they fall due.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liability of any other person; or

(b) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

68



DIRECTORS OF THE COMPANY

Directors who served on the Board of the Company since the date of the last report are as follows:

TAN SRI DATO’ SERI DR. ASEH BIN CHE MAT DATO’ LOW SU-SHINGDATO’ LIM OI WAHPROF. AW TAR CHOONLIM JIT SOON TENGKU PUTRA HARON AMINURRASHID BIN TAN SRI TENGKU HAMID JUMATLOH YOON KWAIYAP YU MING (APPOINTED ON 16.02.2011)LOH KIAT LOON (RESIGNED ON 30.11.2010)

In accordance with Article 116 of the Company’s Articles of Association, Tan Sri Dato’ Seri Dr. Aseh Bin Che Mat and Tengku Putra Haron Aminurrashid Bin Tan Sri Tengku Hamid Jumat retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

In accordance with Article 92(2) of the Company’s Articles of Association, Yap Yu Ming retires at the forthcoming Annual General Meeting and, being eligible , offers herself for re-election.

DIRECTORS’ INTERESTS

The shareholdings in the Company of those who were Directors at the end of the financial year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 were as follows:

Number of ordinary shares of RM0.10 each Balance at Balance at 01.01.2010 Bought Sold 31.12.2010

Direct InterestDATO’ LOW SU-SHING 18,481,600 - - 18,481,600 DATO’ LIM OI WAH 18,465,200 - - 18,465,200PROF. AW TAR CHOON 7,600,400 - - 7,600,400LIM JIT SOON 2,855,120 - - 2,855,120LOH YOON KWAI 1,379,500 - - 1,379,500

Indirect Interest LOH YOON KWAI * 365,000 - - 365,000

* Deemed interest by virtue of his spouse, Hong Fook Ling @ Hoong Fook Ling.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related corporations) by reason of a contract made by the Company or a related company with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as recorded and disclosed in the notes to the financial statements.

During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby the Directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.


69

OTHER STATUTORY INFORMATION

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements, which would render any amount stated in the financial statements of the Group and of the Company misleading.

In the opinion of the Directors:

(a) the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the financial year and the date of this report, any such item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Messrs. STYL Associates have indicated their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors,

__________________________ __________________________DATO’ LOW SU-SHING DATO’ LIM OI WAH

KUALA LUMPURDATE:


70


Statement By DirectorsPursuant to Section 169 (15) of the Companies Act, 1965

Statutory DeclarationPursuant to Section 169 (16) of the Companies Act, 1965

We, DATO’ LOW SU-SHING and DATO’ LIM OI WAH, two of the Directors of STEMLIFE BERHAD, state that, in the opinion of the Directors, the accompanying Statements of Financial Position, Comprehensive Income, Changes in Equity and Cash Flows of the Group and of the Company, together with the notes thereto, are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2010 and of their financial performance and cash flows of the Group and of the Company for the year then ended.

The supplementary information set out in Note 28, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements” as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed in accordance with a resolution of the Directors,

__________________________ __________________________DATO’ LOW SU-SHING DATO’ LIM OI WAH

KUALA LUMPURDATE:



I, LIM JIT SOON, the Director primarily responsible for the financial management of STEMLIFE BERHAD, do solemnly and sincerely declare that, to the best of my knowledge and belief, the accompanying Statements of Financial Position, Comprehensive Income, Changes in Equity and Cash Flows of the Group and of the Company, together with the notes thereto, are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the }abovenamed LIM JIT SOON at Kuala Lumpur }in the Federal Territory this day of } } } Before me: LIM JIT SOON

Commissioner for Oaths


71

Independent Auditors’ ReportTo The Members Of STEMLIFE BERHAD (Incorporated in Malaysia)

Report on the Financial Statements

We have audited the accompanying financial statements of STEMLIFE BERHAD which comprise the statements of financial position of the Group and the Company as at 31 December 2010, the statements of comprehensive income, changes in equity and cash flows of the Group and the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements 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 Company’s internal control. 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 statements.

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

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2010 and of their financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary companies have been properly kept in accordance with the provisions of the Act.

b) we have considered the financial statements and the auditors’ reports of all the subsidiary companies of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

72


Independent Auditors’ Report (cont’d)

To The Members Of STEMLIFE BERHAD (Incorporated in Malaysia)

c) we are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

d) the audit reports on the accounts of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Other Reporting Responsibilities

The supplementary information set out in Note 28 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements” as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

STYL ASSOCIATES SI CHAY BENGCHARTERED ACCOUNTANTS APPROVED COMPANY AUDITORFIRM NO: AF-1929 TREASURY APPROVAL NO. 1200/8/12(J)

KUALA LUMPURDATE:


73

Independent Auditors’ Report (cont’d)

To The Members Of STEMLIFE BERHAD (Incorporated in Malaysia)Statements Of Financial PositionAs At 31 December 2010

GROUP COMPANY 2010 2009 2010 2009 Note RM RM RM RM

ASSETS

Non-current assets Property, plant and equipment 4 5,396,001 5,982,974 2,735,417 3,137,440 Investment in subsidiary companies 5 - - 6,850,201 5,000,201 Investment in associated company 6 3,900,458 2,157,349 3,117,100 945,000 Other investment 7 3,530,738 3,530,738 3,530,738 3,530,738

Total non-currrent assets 12,827,197 11,671,061 16,233,456 12,613,379

Current assets Inventories 8 756,364 646,381 749,093 646,381Trade receivables 9 3,074,543 6,929,355 2,102,323 5,881,365 Other receivables and deposits 10 692,196 770,581 689,620 767,916 Short term investment 11 - 3,000,000 - 3,000,000 Amount due from associated company 12 598 - 598 -Amount due from subsidiary companies 13 - - 5,146,247 5,730,727 Tax recoverable 109,569 136,778 - 54,748Cash and cash equivalents 14 47,874,616 38,972,677 42,680,883 32,309,274

Total current assets 52,507,886 50,455,772 51,368,764 48,390,411

TOTAL ASSETS 65,335,083 62,126,833 67,602,220 61,003,790

EQUITY AND LIABILITIES

Capital and reserves Share capital 15 16,500,000 16,500,000 16,500,000 16,500,000 Share premium 11,698,134 11,698,134 11,698,134 11,698,134Exchange reserve 43,091 51,583 - -Unappropriated profit 2,842,353 4,869,606 5,730,237 5,795,398

Total equity attributable to equity holders of the Company 31,083,578 33,119,323 33,928,371 33,993,532Minority interest - 1,649,397 - -

Shareholders’ equity 31,083,578 34,768,720 33,928,371 33,993,532

Non-current liabilities Deferred taxation 16 - - - -

Total non-current liabilities - - - -

Current liabilities Trade payables 17 434,474 330,725 433,868 330,725 Advanced payments 32,429,620 25,291,637 32,429,620 25,291,637 Other payables and accruals 18 1,353,370 1,733,081 776,320 1,385,226 Amount due to associated company 12 - 2,670 - 2,670 Provision for taxation 34,041 - 34,041 -

Total current liabilities 34,251,505 27,358,113 33,673,849 27,010,258

Total liabilities 34,251,505 27,358,113 33,673,849 27,010,258

TOTAL EQUITY AND LIABILITIES 65,335,083 62,126,833 67,602,220 61,003,790

The accompanying Notes form an integral part of the Financial Statements.

74


Statements Of Comprehensive IncomeFor The Year Ended 31 December 2010


GROUP COMPANY 2010 2009 2010 2009 Note RM RM RM RM

Revenue 19 16,515,824 15,824,070 16,031,733 15,230,193

Direct costs (12,313,922) (12,127,525) (11,362,270) (11,610,408)

Gross profit 4,201,902 3,696,545 4,669,463 3,619,785

Other income 20 1,495,954 893,837 1,777,244 1,160,252

Administrative expenses (5,648,261) (8,611,051) (4,746,992) (7,710,433) Share of associated company’s result (112,830) 1,069,988 - -

(Loss)/Profit before taxation 21 (63,235) (2,950,681) 1,699,715 (2,930,396)

Taxation 22 (113,415) (82,043) (114,876) (101,000)

(Loss)/Profit for the year (176,650) (3,032,724) 1,584,839 (3,031,396)

Attributable to:

Equity Holders of the Company (377,253) (2,820,469) 1,584,839 (3,031,396)

Minority interest 200,603 (212,255) - -

(Loss)/Profit for the year (176,650) (3,032,724) 1,584,839 (3,031,396)

Earnings per ordinary share attributable to ordinary equity holders of the Company - Basic (sen) 23 (0.23) (1.71)

- Diluted (sen) 23 (0.23) (1.71)


75

Statements Of Changes In EquityFor The Year Ended 31 December 2010

Non-distributable Distributable Share Share Exchange Unappropriated Minority Total Capital Premium Reserve Profit Total Interest EquityGROUP Note RM RM RM RM RM RM RM

Balance at 1 January 2009 16,500,000 11,698,134 (2,612) 9,340,075 37,535,597 1,861,652 39,397,249 Loss for the year - - - (2,820,469) (2,820,469) (212,255) (3,032,724)Dividends 24 - - - (1,650,000) (1,650,000) - (1,650,000) Currency translation differences - - 54,195 - 54,195 - 54,195

Balance at 31 December 2009 16,500,000 11,698,134 51,583 4,869,606 33,119,323 1,649,397 34,768,720

Minority interest - - - - - - - Acquisition of minority interests 5 - - - - - (1,850,000) (1,850,000)Loss for the year - - - (377,253) (377,253) 200,603 (176,650) Dividends 24 - - - (1,650,000) (1,650,000) - (1,650,000) Currency translation differences - - (8,492) - (8,492) - (8,492)

Balance at 31 December 2010 16,500,000 11,698,134 43,091 2,842,353 31,083,578 - 31,083,578

Non-distributable Distributable

Share Share Unappropriated Capital Premium Profit TotalCOMPANY Note RM RM RM RM

Balance at 1 January 2009 16,500,000 11,698,134 10,476,794 38,674,928 Loss for the year - - (3,031,396) (3,031,396)Dividends 24 - - (1,650,000) (1,650,000)

Balance at 31 December 2009 16,500,000 11,698,134 5,795,398 33,993,532 Profit for the year - - 1,584,839 1,584,839 Dividends 24 - - (1,650,000) (1,650,000)

Balance at 31 December 2010 16,500,000 11,698,134 5,730,237 33,928,371


76


Consolidated Statements Of Cash FlowsFor The Year Ended 31 December 2010


2010 2009 Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIESLoss before taxation (63,235) (2,950,681)Adjustments for: Allowance for dimunition in value of investment - 2,469,622 Allowance for doubtful debts 541,773 779,325 Depreciation 1,235,697 1,138,018 Gain on disposal of property, plant and equipment (12,782) - Property, plant and equipment written off - 12,006 Interest income (662,946) (337,089) Dividend received from investment in unit trust (333,353) (271,665) Share of associated company’s results 112,830 (1,069,988)

Operating profit/(loss) before working capital changes 817,984 (230,452) Inventories (109,983) 421,179 Receivables 3,391,424 (1,053,032) Payables 6,862,021 7,792,666 Associated company 59,872 2,670

Cash generated from operations 11,021,318 6,933,031 Tax paid (52,165) (219,214)

Net cash from operating activities 10,969,153 6,713,817

CASH FLOWS FROM INVESTING ACTIVITIES Investment in subsidiary company (1,850,000) - Investment in associated company (2,172,100) - Proceeds from disposal of property, plant and equipment 81,000 - Purchase of property, plant and equipment (716,942) (841,327) Interest received 662,946 337,089 Dividend received from associated company 244,529 200,000 Dividend received from investment in unit trust 333,353 271,665 Unit trust uplifted 3,000,000 -

Net cash used in investing activities (417,214) (32,573)

CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (1,650,000) (1,650,000)

Net cash used in financing activities (1,650,000) (1,650,000)

NET INCREASE IN CASH AND CASH EQUIVALENTS 8,901,939 5,031,244

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 38,972,677 33,941,433

CASH AND CASH EQUIVALENTS AT END OF YEAR 14 47,874,616 38,972,677


77

Statements Of Cash FlowsFor The Year Ended 31 December 2010

2010 2009 Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIES Profit/(Loss) before taxation 1,699,715 (2,930,396)Adjustments for: Allowance for diminution in value of investment - 2,469,622 Allowance for doubtful debts 541,773 779,325 Depreciation 1,046,918 998,217 Gain on disposal of property, plant and equipment (12,782) - Interest received (579,707) (283,504) Dividend received from associated company (244,529) (200,000) Dividend received from investment in unit trust (333,353) (271,665)

Operating profit before working capital changes 2,118,035 561,599 Inventories (102,712) 421,179 Receivables 3,315,565 (1,239,599) Payables 6,632,220 7,647,015 Subsidiary companies 584,480 (950,072) Associated company (3,268) 2,670

Cash generated from operations 12,544,320 6,442,792 Tax paid (26,087) (149,945)

Net cash from operating activities 12,518,233 6,292,847

CASH FLOWS FROM INVESTING ACTIVITIES Investment in subsidiary companies (1,850,000) - Investment in associated companies (2,172,100) - Proceed from disposal of property, plant and equipment 81,000 - Purchase of property, plant and equipment (713,113) (809,378) Interest received 579,707 283,504 Dividend received from associated company 244,529 200,000 Dividend received from investment in unit trust 333,353 271,665 Unit trust uplifted 3,000,000 -

Net cash used in investing activities (496,624) (54,209)

CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (1,650,000) (1,650,000)

Net cash used in financing activities (1,650,000) (1,650,000)

NET INCREASE IN CASH AND CASH EQUIVALENTS 10,371,609 4,588,638

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 32,309,274 27,720,636

CASH AND CASH EQUIVALENTS AT END OF YEAR 14 42,680,883 32,309,274


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Notes to the Financial Statementsfor the year ended 31 December 2010

1. CORPORATE INFORMATION

The Company is principally engaged in the following activities:

• stem cell therapy and stem cell consultancy services;• collection, testing, processing and preservation of umbilical cord blood stem cells;• testing, processing and preservation of peripheral blood stem cells; and• investment holding.

The principal activities of its subsidiary companies are disclosed in Note 5 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the ACE Market of Bursa Malaysia Securities Berhad.

The principal place of business is located at B-7-15, Megan Avenue II, 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the

Directors on.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation/accounting

The financial statements of the Group and of the Company have been prepared under the historical cost convention and in compliance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards issued by Malaysian Accounting Standards Board (“MASB”).

On 1 January 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory for annual financial periods beginning on or after 1 January 2010.

FRS 7 Financial Instruments: Disclosures FRS 8 Operating Segments FRS 101 Presentation of Financial Statements (Revised) FRS 123 Borrowing Costs FRS 139 Financial Instruments: Recognition and Measurement Amendments to FRS 1 First-time Adoption of Financial Reporting Standards on FRS 127 Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 2 Share-based Payment - Vesting Conditions and Cancellation Amendments to FRS 132 Financial Instruments: Presentation Amendments to FRS 139 Financial Instruments: Recognition and Measurement Amendments to FRS 7 Financial Instruments: Disclosures Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 10 Interim Financial Reporting and Impairment IC Interpretation 11 FRS 2 - Group and Treasury Share Transactations IC Interpretation 13 Customer Loyalty Programmes IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit, Minimum Funding Requirements and

their interaction.


79

Notes to the FinancialStatements (cont’d)for the year ended 31 December 2010

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Basis of preparation/accounting (cont’d)

Standards and interpretations issued but not yet effective

The following accounting standards, amendments, and interpretations have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the Group and the Company:

Effective for financial periods beginning on or after 1 March 2010:

• Amendments to FRS 132, Financial Instruments: Presentation – Classification of Right Issues

Effective for financial periods beginning on or after 1 July 2010:

• FRS 1, First Time Adoption of Financial Reporting Standards (revised) • FRS 3, Business Combinations (revised) • FRS 127, Consolidated and Separate Financial Statements (revised) • Amendments to FRS 2, Share-based Payment • Amendments to FRS 5, Non-current Assets Held for Sale and Discontinued Operations • Amendments to FRS 138, Intangible Assets • IC Interpretation 12, Service Concession Agreements • IC Interpretation 16, FRS 2 – Hedges of a Net Investment in a Foreign Operation • IC Interpretation 17, Distribution of Non-cash Assets to Owners • Amendments to IC Interpretation 9, Reassessment of Embedded Derivatives

Effective for financial periods beginning on or after 1 January 2011:

• Amendments to FRS 1, First Time Adoption of Financial Reporting Standards - Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters - Additional Exemption for First-time Adopters• Amendments to FRS 7, Financial Instruments: Disclosure – Improving Disclosures about Financial

Instruments • Amendments to FRS 2, Group Cash-settled Share-based Payment Transactions • IC Interpretation 4, Determining whether an Arrangement contains a Lease • IC Interpretation 18, Transfers of Assets from Customers • Improvements to FRSs (2010)

Effective for financial periods beginning on or after 1 July 2011:

• Amendments to IC Interpretation 14, Prepayments of a Minimum Funding Requirement • IC Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments

Effective for financial periods beginning on or after 1 January 2012:

• FRS 124, Related Party Disclosures (revised) • IC Interpretation 15, Agreements for the Construction of Real Estate

The Group and the Company plan to adopt the abovementioned standards, amendments and interpretations:

• from the annual period beginning on 1 January 2011 for those standards, amendments and interpretations that will be effective for annual periods beginning on or after 1 March 2010, 1 July 2010 and 1 January 2011.

• from the annual period beginning on 1 January 2012 for those standards, amendments and interpretations that will be effective for annual periods beginning on or after 1 July 2011 and 1 January 2012.

The initial applications of the aforesaid applicable standards, amendments or interpretations are not expected to have any significant financial impact to the financial statements upon their first adoption.

Following the announcement made by the Malaysian Accounting Standards Board on 1 August 2008, the Group’s and the Company’s financial statements for the year ended 31 December 2012 will be prepared in accordance with International Financial Reporting Standards Framework.

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(b) Basis of consolidation

(i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists

when the group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is held for sale or distribution. The cost of investments includes transaction costs.

The accounting policies of subsidiaries are changed when necessary to align them with the policies adopted by the Group.

(ii) Associates Associates are entities, including unincorporated entities, in which the Group has significant influence,

but not control, over the financial and operating policies.

Investments in associates are accounted for in the consolidated financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution. The coas of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the equity accounted associates, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s shares of the losses exceeds its interest in an associates, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Investment is associates are measured in the Company’s statement of the financial position at cost less any impairment losses, unless the investment is classified as held sale or distribution as held for sale or distribution. The cost of investments includes transaction costs.

(c) Property, plant and equipment

(i) Recognition and measurement Plant and plant and equipment are stated at cost less accumulated depreciation and any accumulated

impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When significant parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.

Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of plant and equipment and are recognised within “realised gains and losses” in the income statement.


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(c) Property, plant and equipment (cont’d)

(ii) Subsequent costs The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the

item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of plant and equipment are recognised in the income statement as incurred.

(iii) Depreciation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount

substituted for cost, less its residual value.

Property, plant and equipment are depreciated on the straight-line method at rates based on their estimated useful lives. The principal annual rates used are as follows:

Rate

Office suite 2% Laboratory equipment Over 7 years Furniture and fittings 20% Office equipment 10 - 20% Computer system 20% Motor vehicle 20% Computer equipment 25% Renovation 10 - 25% Advertising and exhibition equipment 33.33%

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at end of the reporting period.

(d) Investments

Investment in quoted and unquoted shares are stated at cost less any impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2 (k).

(e) Inventories

Inventories are stated at the lower of cost and net realisable value.

The cost of inventories is measured based on a first-in, first-out (FIFO) basis, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

Net realisable value is the estimated selling price in ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(f) Provisions for liabilities

Provisions for liabilities are recognised when the Group have a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

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(g) Revenue recognition

Revenue of the Group is recognised when goods and services are rendered and accepted by customers.

Other revenue earned by the Group are recognised on the following basis:

Dividend income – when the shareholders’ right to receive payment is established. Interest income – as it accrues unless recoverability is in doubt.

(h) Income tax

Taxation in the income statement represents the aggregate amount of current and deferred tax. Current tax is the expected amount of income taxes payable in respect of taxable income for the year and any adjustments recognised in the year for current tax of prior years.

Deferred tax is recognised, using the liability method, on temporary differences except where the temporary differences arise from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period in which the assets are realised or the liabilities are settled.

Deferred tax is recognised in equity when it relates to items recognised directly in equity. When deferred tax arises from business combination that is an acquisition, the deferred tax is included in the resulting goodwill or negative goodwill.

Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences relating to the same taxation authority to offset or when it is probable that future taxable income will be available against which the assets can be utilised.

(i) Foreign currency

(i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities

at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a hedge of currency risk, which are recognised in other comprehensive income.

(ii) Investment in foreign associates The carrying amount of the investment is translated to RM at the exchange rates at the end of the

reporting period. The share of results for the year is translated at the average exchange rates applicable throughout the year.

Foreign currency differences are recognised in foreign exchange reserve. On disposal, accumulated foreign exchange differences are recognised in the consolidated income statement as part of the gain or loss on sale.


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(j) Cash flow statement

The Group and the Company adopt the indirect method in the preparation of the cash flow statements.

Cash equivalents are short term, highly liquid investments with maturities of three months or less from the date of acquisition and are readily convertible to cash with insignificant risk of change in value.

(k) Impairment

(i) Financial assets All financial assets (except for financial assets categorised as fair value through profit or loss, investment

in subsidiaries and investment in associates) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the assets. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment.

An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in the profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity to profit or loss.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit of loss and is measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale is not reversed through profit or loss.

If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Non-financial assets The carrying amounts of non-financial assets (except for inventories, assets arising from construction

contract, deferred tax asset, assets arising from employee benefits, investment property, that is measured at fair value and non-current assets (or disposal groups) classified as held for sale) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

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(k) Impairment (cont’d)

(ii) Non-financial assets (cont’d) The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair

value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the units (groups of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of the other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.

(l) Employee benefits

(i) Short term employee benefits Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and

sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Defined contribution plans The Group recognises all actuarial gains and losses arising from defined benefit plans in other

comprehensive income and all expenses related to defined benefit plans in personnel expenses in profit and loss.

The Group recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets, change in the present value of defined benefit obligation and any related actuarial gains and losses and past service cost that had not previously been recognised.

(m) Financial instruments

(i) Initial recognition and measurement A financial instrument is recognised in the financial statements when, and only when, the Group and the

Company become a party to the contractual provisions of the instrument.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.


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(m) Financial instruments (cont’d)

(i) Initial recognition and measurement (cont’d) An embedded derivative is recognised separately from the host contract and accounted for as a

derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value though profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.

(ii) Financial instrument categories and subsequent measurement The Group and the Company categories financial instruments as follows:

Financial assets(a) Financial assets at fair value through profit or loss Fair value through profit or loss category comprises financial assets that are held for trading,

including derivatives (except for a derivative that is a designated and effective hedging instrument) or financial assets that are specifically designated into this category upon initial recognition.

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial assets categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in income statement.

(b) Held-to-maturity investments Held-to-maturity investments category comprises debt instruments that are quoted in an active

market and the Group and the Company have the positive intention and ability to hold-to-maturity.

Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.

(c) Loan and receivables Loans and receivables category comprises debt instruments that are not quoted in an active

market (including fixed deposits with financial institutions) and loans and receivables.

Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.

All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment.

Financial liabilities

All financial liabilities are initially measured at fair value and subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition.

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in income statement.

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3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

(a) Critical Judgement made in Applying Accounting Policies

In the process of applying the Group’s and Company’s accounting policies, which are described in Note 2, management is of the opinion that there are no instances of application of judgement which are expected to have significant effect on the amounts recognised in the financial statements.

(b) Key Sources of Estimation Uncertainty

Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

Balance at Written off/ Balance at GROUP 01.01.2010 Additions Disposals 31.12.2010 COST RM RM RM RM

Office suite 2,317,700 - - 2,317,700 Laboratory equipment 3,451,770 279,475 - 3,731,245 Furniture and fittings 123,206 4,017 - 127,223 Office equipment 721,572 3,829 - 725,401 Computer systems 688,711 21,000 - 709,711 Motor vehicle 395,707 260,001 (177,882) 477,826 Computer equipment 327,501 71,530 - 399,031 Renovation 1,845,234 75,700 - 1,920,934 Advertising and exhibition equipment 122,064 1,390 - 123,454

9,993,465 716,942 (177,882) 10,532,525

Balance at Charge for Written off/ Balance at ACCUMULATED 01.01.2010 the year Disposals 31.12.2010 DEPRECIATION RM RM RM RM

Office suite 175,019 46,354 - 221,373 Laboratory equipment 1,806,216 477,295 - 2,283,511 Furniture and fittings 71,308 20,482 - 91,790 Office equipment 241,353 77,841 - 319,194 Computer systems 90,721 137,741 - 228,462 Motor vehicle 126,205 94,650 (109,664) 111,191 Computer equipment 224,285 60,554 - 284,839 Renovation 1,189,014 296,655 - 1,485,669 Advertising and exhibition equipment 86,370 24,125 - 110,495

4,010,491 1,235,697 (109,664) 5,136,524


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4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Balance at Reclassified/ Balance at GROUP 01.01.2009 Additions Disposals 31.12.2009 COST RM RM RM RM Office suite 2,317,700 - - 2,317,700 Laboratory equipment 3,204,493 247,277 - 3,451,770 Furniture and fittings 96,143 27,063 - 123,206 Office equipment 653,348 77,524 (9,300) 721,572 Computer systems 588,993 99,718 - 688,711 Motor vehicle 225,887 169,820 - 395,707 Computer equipment 276,079 51,422 - 327,501 Renovation 1,700,651 148,283 (3,700) 1,845,234 Advertising and exhibition equipment 101,844 20,220 - 122,064

9,165,138 841,327 (13,000) 9,993,465

Balance at Charge for Reclassified/ Balance at ACCUMULATED 01.01.2009 the year Disposals 31.12.2009 DEPRECIATION RM RM RM RM

Office suite 128,665 46,354 - 175,019 Laboratory equipment 1,325,789 480,427 - 1,806,216 Furniture and fittings 52,941 18,367 - 71,308 Office equipment 170,559 69,552 1,242 241,353 Computer systems 54,235 36,486 - 90,721 Motor vehicle 72,537 53,668 - 126,205 Computer equipment 172,795 51,490 - 224,285 Renovation 836,674 354,576 (2,236) 1,189,014 Advertising and exhibition equipment 59,272 27,098 - 86,370

2,873,467 1,138,018 (994) 4,010,491

GROUP 2010 2009 NET BOOK VALUE RM RM

Office suite 2,096,327 2,142,681 Laboratory equipment 1,447,734 1,645,554 Furniture and fittings 35,433 51,898 Office equipment 406,207 480,219 Computer systems 481,249 597,990 Motor vehicle 366,635 269,502 Computer equipment 114,192 103,216 Renovation 435,265 656,220 Advertising and exhibition equipment 12,959 35,694

5,396,001 5,982,974

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Balance at Balance at COMPANY 01.01.2010 Additions Disposals 31.12.2010 COST RM RM RM RM

Laboratory equipment 3,451,770 279,475 - 3,731,245 Furniture and fittings 119,182 4,017 - 123,199 Office equipment 241,301 - - 241,301 Computer systems 688,711 21,000 - 709,711 Motor vehicle 395,707 260,001 (177,882) 477,826 Computer equipment 327,501 71,530 - 399,031 Renovation 1,366,331 75,700 - 1,442,031 Advertising and exhibition equipment 122,064 1,390 - 123,454

6,712,567 713,113 (177,882) 7,247,798

Balance at Charge for Balance at ACCUMULATED 01.01.2010 the year Disposals 31.12.2010 DEPRECIATION RM RM RM RM Laboratory equipment 1,806,216 477,295 - 2,283,511 Furniture and fittings 70,334 19,273 - 89,607 Office equipment 163,035 25,894 - 188,929 Computer systems 90,721 137,741 - 228,462 Motor vehicle 126,205 94,650 (109,664) 111,191 Computer equipment 224,286 60,554 - 284,840 Renovation 1,007,960 207,386 - 1,215,346 Advertising and exhibition equipment 86,370 24,125 - 110,495

3,575,127 1,046,918 (109,664) 4,512,381

Balance at Reclassified/ Balance at COMPANY 01.01.2009 Additions Disposals 31.12.2009 COST RM RM RM RM

Laboratory equipment 3,204,493 247,277 - 3,451,770 Furniture and fittings 92,119 27,063 - 119,182 Office equipment 188,051 49,550 3,700 241,301 Computer systems 588,993 99,718 - 688,711 Motor vehicle 225,887 169,820 - 395,707 Computer equipment 276,079 51,422 - 327,501 Renovation 1,225,723 144,308 (3,700) 1,366,331 Advertising and exhibition equipment 101,844 20,220 - 122,064

5,903,189 809,378 - 6,712,567


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Balance at Charge for Reclassified/ Balance at ACCUMULATED 01.01.2009 the year Disposals 31.12.2009 DEPRECIATION RM RM RM RM

Laboratory equipment 1,325,789 480,427 - 1,806,216 Furniture and fittings 52,572 17,762 - 70,334 Office equipment 137,925 22,874 2,236 163,035 Computer systems 54,235 36,486 - 90,721 Motor vehicle 72,537 53,668 - 126,205 Computer equipment 172,796 51,490 - 224,286 Renovation 701,784 308,412 (2,236) 1,007,960 Advertising and exhibition equipment 59,272 27,098 - 86,370

2,576,910 998,217 - 3,575,127

COMPANY 2010 2009 NET BOOK VALUE RM RM Laboratory equipment 1,447,734 1,645,554 Furniture and fittings 33,592 48,848 Office equipment 52,372 78,266 Computer systems 481,249 597,990 Motor vehicle 366,635 269,502 Computer equipment 114,191 103,215 Renovation 226,685 358,371 Advertising and exhibition equipment 12,959 35,694

2,735,417 3,137,440

Included in the property, plant and equipment of the Group and of the Company are the costs of the following fully depreciated assets which are still in use:

GROUP AND COMPANY FULLY DEPRECIATED ASSETS 2010 2009 COST RM RM Laboratory equipment 172,362 105,601 Furniture and fittings 127,409 18,889 Office equipment 28,888 102,813 Computer systems 467,023 108,490 Renovation 76,914 192,794 Advertising and exhibition equipment 859,854 40,364

1,732,450 568,951

Included in property, plant and equipment of the Company are motor vehicle with a carrying amount of Nil (2009 – RM133,633) registered under the name of a wholly-owned subsidiary company and held in trust.

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5. INVESTMENT IN SUBSIDIARY COMPANIES COMPANY 2010 2009 RM RM Unquoted shares - at cost 6,850,201 5,000,201

Details of the subsidiary companies, which are all incorporated in Malaysia, are as follows:

% EQUITY HELD PRINCIPAL ACTIVITIES NAME OF COMPANY 2010 2009

Stemlife Properties Sdn. Bhd. 100 100 Investment holding company

Stemlife Therapeutics Sdn. Bhd. 100 73 Harvesting, testing, processing and preservation of peripheral blood stem cells

SL Diagnostics Sdn. Bhd. 100 100 Dormant

Stemlife Logistics Sdn. Bhd. * 100 100 Logistics of umbilical cord blood stem cells and peripheral blood stem cells

Stemvet Sdn. Bhd. # 100 73 Dormant

Advent Capital Sdn. Bhd.## @ 60 60 Dormant (Formerly Known as Meganext Pavilion Sdn. Bhd.)

* Held jointly by the Company and a wholly-owned subsidiary Company Stemlife Properties Sdn. Bhd. on an equal basis.

# Held indirectly through Stemlife Therapeutics Sdn. Bhd.## Held indirectly through Stemlife Properties Sdn. Bhd.@ Audited by other firm of auditors.

Acquisition of minority interests

On 21 December 2010, Stemlife Berhad acquired an additional 27% equity interest in Stemlife Therapeutics Sdn. Bhd. from its minority interests for a cash consideration of RM1,850,000. As a result of this acquisition, Stemlife Therapeutics Sdn. Bhd. became a wholly-owned subsidiary of Stemlife Berhad.

Consequently, Stemvet Sdn. Bhd., being a subsidiary of Stemlife Therapeutics Sdn. Bhd. also became a wholly-owned subsidiary of Stemlife Berhad.

6. INVESTMENT IN ASSOCIATED COMPANIES

GROUP COMPANY 2010 2009 2010 2009 RM RM RM RM

Unquoted shares - at cost 3,117,100 945,000 3,117,100 945,000 Share of associated companies’s result 783,358 1,212,349 - -

3,900,458 2,157,349 3,117,100 945,000


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6. INVESTMENT IN ASSOCIATED COMPANIES (CONT’D)

Details of the associated companies as follows:

COUNTRY OF % EQUITY HELD PRINCIPAL ACTIVITIES INCORPORATION NAME OF COMPANY 2010 2009

Thai Stemlife Co Ltd. Thailand 40 40 Stem cells bank

PT Prodia Stemlife Indonesia. Indonesia 40 Nil Stem cells bank

The summarised financial information of the associated company is as follows:

GROUP 2010 2009 RM RM Assets and liabilities Non-current assets 3,819,210 3,456,832 Current assets 5,795,599 7,738,196

Total assets 9,614,809 11,195,028

Non-current liabilities 4,262,325 3,781,890 Current liabilities 1,095,474 2,176,808

Total liabilities 5,357,799 5,958,698

4,257,010 5,236,330

GROUP 2010 2009 RM RM Result Revenue 6,763,919 11,293,792 Net (loss)/profit for the financial year (112,830) 1,069,988

7. OTHER INVESTMENT


Non-current assets Available-for-sale financial assets Unquoted shares - at cost 6,000,360 6,000,360 6,000,360 6,000,360 Less: Allowance for diminution in value (2,469,622) (2,469,622) (2,469,622) (2,469,622)

3,530,738 3,530,738 3,530,738 3,530,738

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8. INVENTORIES GROUP COMPANY 2010 2009 2010 2009 RM RM RM RM

At cost: Consumables 652,073 565,025 652,073 565,025 Marketing related items 98,020 77,305 90,749 77,305 Printing and stationery 6,271 4,051 6,271 4,051

756,364 646,381 749,093 646,381

9. TRADE RECEIVABLES GROUP COMPANY 2010 2009 2010 2009 RM RM RM RM

Trade receivables 4,395,641 7,708,680 3,423,421 6,660,690 Less: Allowance for doubtful debts (1,321,098) (779,325) (1,321,098) (779,325)

3,074,543 6,929,355 2,102,323 5,881,365

The Group’s normal trade credit term is 30 days. Other credit terms are assessed and negotiated on a case-by-case basis.

The ageing analysis of trade receivables as at 31 December 2010 is as follows:

2010 RM

Not past due 7,041,780 Less than 30 days past due 605,843 more than 30 days past due 1,138,011

8,785,634 Less: Advance payment (5,711,091)

3,074,543

10. OTHER RECEIVABLES AND DEPOSITS


Other receivables 10,081 55,558 10,083 55,558 Deposits 218,107 230,127 218,107 230,127 Prepayment 464,008 484,896 461,430 482,231

692,196 770,581 689,620 767,916


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11. SHORT TERM INVESTMENT


Unit trust, quoted in Malaysia, at cost At beginning of year 3,000,000 3,000,000 3,000,000 3,000,000 Less: Uplifted during the year (3,000,000) - (3,000,000) -

At end of year - 3,000,000 - 3,000,000

At market value - 2,972,700 - 2,972,700

12. AMOUNT DUE FROM/TO ASSOCIATED COMPANIES

These amounts are interest-free, unsecured and have no fixed terms of repayment.

13. AMOUNT DUE FROM SUBSIDIARY COMPANIES

These amounts are interest-free, unsecured and have no fixed terms of repayment.

14. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:


Cash and bank balances 10,351,483 8,167,465 5,157,750 5,398,049 Deposits with licensed bank 22,367,524 19,982,956 22,367,524 16,088,969 Investment in unit trust 15,155,609 10,822,256 15,155,609 10,822,256

47,874,616 38,972,677 42,680,883 32,309,274

The deposits of the Group and the Company earn interest at rates ranging from 1.50% to 2.90% (2009 – 2.00% to 3.00%) per annum.

15. SHARE CAPITAL

GROUP AND COMPANY 2010 2009 2010 2009 Number of shares RM RM

Authorised: Ordinary shares of RM0.10 each 250,000,000 250,000,000 25,000,000 25,000,000

Issued and fully paid: Ordinary shares of RM0.10 each 165,000,000 165,000,000 16,500,000 16,500,000

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16. DEFERRED TAXATION GROUP 2010 2009 RM RM At beginning of year - 29,800 Transferred from income statement (Note 22) - (29,800)

At end of year - -

The deferred taxation is in respect of timing differences arising from capital allowances claimed in advance of depreciation charge on property, plant and equipment.

17. TRADE PAYABLES

The normal trade credit term granted to the Group ranges from 30 to 90 days.

18. OTHER PAYABLES AND ACCRUALS GROUP COMPANY 2010 2009 2010 2009 RM RM RM RM

Other payables 432,549 758,776 420,389 725,725 Accruals 459,701 718,295 355,931 659,501 Advance received 461,120 256,010 - -

1,353,370 1,733,081 776,320 1,385,226

19. REVENUE

Revenue represents the gross invoiced value less discount.

20. OTHER INCOME GROUP COMPANY 2010 2009 2010 2009 RM RM RM RM

Consultant fee 486,873 268,059 486,873 268,059 Dividend income from: - Available for sale financial assets 333,353 271,665 577,882 471,665 Net gain on foreign exchange - 2,982 - 2,982 Net gain on disposal of property, plant and equipment 12,782 - 12,782 - Interest income from: - Held to maturity investment 662,946 337,089 579,707 283,504 Management fee - - 120,000 120,000 Miscellaneous - 14,042 - 14,042

1,495,954 893,837 1,777,244 1,160,252


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21. (LOSS)/PROFIT BEFORE TAXATION

This has been determined after charging the following items:


Allowance for diminution in value of investment - 2,469,622 - 2,469,622 Allowance for doubtful debts 541,773 779,325 541,773 779,325 Audit fee 57,700 54,700 35,000 32,000 Depreciation 1,235,697 1,138,018 1,046,918 998,217 Directors’ remuneration 494,200 564,600 494,200 564,600 Loss on foreign exchange 7,639 - 4,601 - Property, plant and equipment written off - 12,006 - - Rental - equipment 6,600 14,027 6,600 14,027 Rental - office 522,840 444,290 440,540 329,870 Rental - laboratory 174,000 174,000 174,000 174,000

and crediting: Dividends received 333,353 271,665 577,882 471,665 Gain on disposal of property, plant and equipment 12,782 - 12,782 - Gain on foreign exchange - 2,982 - 2,982 Interest received 662,946 337,089 579,707 283,504 Management fee - - 120,000 120,000

22. TAXATION

The provision for taxation for the financial year is computed at the prevailing tax rates.


Provision for current year 147,300 109,600 145,000 101,000 (Over)/Underprovision in prior year (33,885) 2,243 (30,124) - Deferred taxation (Note 16) - (29,800) - -

113,415 82,043 114,876 101,000

A reconciliation of income tax expense applicable to (loss)/profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:

96



22. TAXATION (CONT’D)


(Loss)/Profit before taxation (63,235) (2,950,681) 1,699,715 (2,930,396)

Taxation at the Malaysian statutory tax rate of 25% (15,809) (737,670) 424,929 (732,599) Effect of share of result of associates 105,125 (217,499) - - Expenses not deductible for tax purposes 332,037 1,081,077 276,441 1,026,709 Effect of income exempted from tax (556,370) (193,110) (556,370) (193,110) Deferred tax assets not recognised during the year 282,317 182,809 - - Utilisation of previously unrecognised tax losses - (6,007) - - Reversal of originating timing differences - (29,800) - - Under/(Over) provision in prior year (33,885) 2,243 (30,124) -

Tax expense for the year 113,415 82,043 114,876 101,000

No provision for taxation was made on business income as the Company was granted Bionexus Status by the Malaysian Biotechnology Corporation, where the business income is tax exempted for a period of ten years beginning 2007.

23. BASIC AND DILUTED LOSS PER ORDINARY SHARE

Basic loss per share is calculated by dividing the net loss for the year by the number of ordinary shares in issue during the financial year.

GROUP 2010 2009 RM RM Net loss for the year (RM) (377,253) (2,820,469)

Number of ordinary shares in issue 165,000,000 165,000,000

Basic loss per share (sen) (0.23) (1.71)

There is no dilution in loss per share.


97


24. DIVIDENDS

GROUP AND COMPANY 2010 2009 RM RM A first and final tax exempt dividend of 10% in respect of the year ended 31 December 2008 - 1,650,000 A first and final tax exempt dividend of 10% in respect of the year ended 31 December 2009 1,650,000 -

1,650,000 1,650,000

At the forthcoming Annual General Meeting, a single tier final dividend of 10% on 165,000,000 ordinary shares amounting to RM1,650,000 in respect of the financial year ended 31 December 2010 will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2011.

25. DIRECTORS’ REMUNERATION

During the year, the Directors of the Company were paid the following:

GROUP AND COMPANY 2010 2009 RM RM Directors of the Company Executives: Fee - - Salaries and other emoluments 479,200 549,600

Total 479,200 549,600 Non-executives: Fee 15,000 15,000

Total 494,200 564,600

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

Number of directors 2010 2009 RM RM Executive directors: RM50,000 - RM100,000 - - RM100,001 - RM150,000 4 3 RM150,001 - RM200,000 - 1

Non-Executive directors: RM1 - RM50,000 1 1

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26. EMPLOYEE INFORMATION


Salary and wages 5,188,190 4,968,318 4,225,031 3,988,875 E.P.F. and Socso contributions 642,649 627,385 514,825 489,603 Other staff related expenses 65,313 67,720 48,020 47,268

5,896,152 5,663,423 4,787,876 4,525,746

Salary and wages include salaries, allowances and sales commission.

27. RELATED PARTY TRANSACTIONS

COMPANY 2010 2009 RM RM Rental paid to subsidiary company 24,000 24,000

Management fee charged to subsidiary company 120,000 120,000

Logistics charged by subsidiary company 979,275 1,049,700

(a) Compensation of key management personnel (‘‘KMP’’) Key management personnel are those persons having authority and responsibility for planning, directing and

controlling the activities of the entity either directly or indirectly.

The remuneration of key management personnel during the year was as follows:

Total KMPs’ remuneration

GROUP AND COMPANY 2010 2009 RM RM Total 1,781,806 1,452,325

For the details of Board of Directors’ remuneration, please refer to Note 25.


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28. DISCLOSURE OF REALISED AND UNREALISED RETAINED PROFITS

On 25 March 2010, Bursa Malaysia Securities Berhad (“Bursa Malaysia”) issued a directive to all issuers pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profits or accumulated losses as at the end of the reporting period, into realised and unrealised profits and losses.

On 20 December 2010, Bursa Malaysia further issued guidance on the disclosure and format required.

The breakdown of accumulated losses of the Group and the Company as at the reporting date, into realised and unrealised losses, pursuant to the directive, is as follows:

GROUP COMPANY 2010 2009 RM RM Total retained earnings of the Company and its subsidiaries - Realised 2,102,046 5,730,237 - Unrealised - -

2,102,046 5,730,237

Total share of retained earnings from associate - Realised 791,850 -

2,893,896 5,730,237

Less: Consolidation adjustments 51,543 -

Retained earnings as per financial statements 2,842,353 5,730,237

29. FINANCIAL INSTRUMENTS

(a) Classification of financial instruments

Loan and Receivables GROUP COMPANY 2010 2009 2010 2009 Financial assets RM RM RM RM

Trade and other receivables 3,766,739 7,699,936 2,791,943 6,649,281 Amount due from subsidiary companies - - 5,146,247 5,730,727 Amount due from associated company 598 - 598 - Fixed deposit 22,367,524 19,982,956 22,367,524 16,088,969 Investment in unit trust 15,155,609 10,822,256 15,155,609 10,822,256 Cash and bank balances 10,351,483 8,167,465 5,157,750 5,398,049

51,641,953 46,672,613 50,619,671 44,689,282

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29. FINANCIAL INSTRUMENTS (CONT’D)

Amortised Cost GROUP COMPANY 2010 2009 2010 2009 Financial liabilities RM RM RM RM

Trade and other payables 1,787,844 2,063,806 1,210,188 1,715,951 Amount due to associated company - 2,670 - 2,670

1,787,844 2,066,476 1,210,188 1,718,621

(b) Financial risk management policies The Group is exposed to a variety of risks in the normal course of business. The Group’s risk management

seeks to minimize the potential adverse effects from these exposures. The management reviews and agrees policies for managing each of these risks as follows:

(i) Interest rate risk Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate

because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flow are substantially independent of changes in market interest rates. The Group’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits or occasionally, in short term commercial papers.

The following tables set out the carrying amounts, the weighted average effective interest rates (“WAEIR”) as at the balance sheet date and the remaining maturities of the Group’s and the Company’s financial instruments that are exposed to interest rate risk:

More Within 1 2-5 than 5 Note WAEIR year years years Total % RM RM RM RM At 31 December 2010

Group

Deposits with licensed bank Short term placements 14 2.30 22,367,524 - - 22,367,524

At 31 December 2009

Group

Deposits with licensed bank Short term placements 14 2.44 19,982,956 - - 19,982,956


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(b) Financial risk management policies (cont’d)

(ii) Credit risk The Group is exposed to credit risk mainly from receivables. The Group extends credit to its customers

based upon careful evaluation of the customers’ financial condition and credit history.

The Group’s exposure to credit risk in relation to its receivables, should all its customers fail to perform their obligations as at year end, is the carrying amount of these receivables as disclosed in the balance sheet.

The Group places its fixed deposits with credit worthy institutions. The carrying amount of financial assets in the financial statements, net of any provision of losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral or other security obtained.

(iii) Market risk Market risk arises mainly from uncertainty about future prices of investment in unit trust. The Group

manages the risk of unfavourable changes in prices by continuously monitoring the performance of the unit trust.

(iv) Foreign currency risk The Group is exposed to transactional currency risk primarily through purchases and undertakes

transactions with associated company that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily in United States Dollar, Indonesia Rupiah, Thai Baht and Singapore Dollar. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.

The net unhedged financial assets and financial liabilities of the Group companies that are not denominated in their functional currencies are as follows:

Net financial assets/(financial liabilities) held in non-functional currency United States Thai Singapore Total Functional Currency Dollar Baht Dollar RM RM RM RM At 31 December 2010

Group

Trade payables Ringgit Malaysia 46,252 - - 46,252

At 31 December 2009

Group

Trade payables Ringgit Malaysia - - - -

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(b) Financial risk management policies (cont’d)

(v) Liquidity and cash flow risk The Group reviews its cash flow position regularly to manage its exposure to fluctuations in future cash

flow associated with its monetary financial instruments.

The table below summarises the maturity profile of the Group and the Company’s financial liabilities at 31 December 2010 and 31 December 2009, based on contractual undiscounted cash flows.

GROUP COMPANY Less than Less than 1 year Total 1 year Total RM RM RM RM

At 31 December 2010

Trade and other payables 1,787,844 1,787,844 1,210,188 1,210,188 Amount due from associated company 598 598 598 598

1,788,442 1,788,442 1,210,786 1,210,786

At 31 December 2009

Trade and other payables 2,063,806 2,063,806 1,715,951 1,715,951 Amount due to associated company 2,670 2,670 2,670 2,670

2,066,476 2,066,476 1,718,621 1,718,621

(c) Fair values The carrying amounts of the financial assets and financial liabilities as reflected in the balance sheet

approximate their respective net fair values.

30. SEGMENTAL REPORTING

No segmental information is prepared as the Group is principally engaged in investment holding and providing stem cells therapy and stem cell consultancy services and collection, harvesting, testing, processing and preservation of umbilical cord blood stem cells and peripheral blood stem cells and the Group operates principally in Malaysia.

31. MATERIAL LITIGATIONS

As at the date of this report, there are no material litigations against StemLife and its subsidiary companies or taken by StemLife and its subsidiary companies except for the following:

(a) Suit against Bristol Myers Squibb Sdn Bhd (“BMS”) and Arachnid Sdn Bhd (“ASB”)

(i) As reported earlier in the 2nd Quarter Report for the financial period ended 30 June 2008, the suit was filed by the Company in the Kuala Lumpur High Court on 22 May 2008 against BMS and ASB for defamatory articles posted on the MeadJohnson Sdn Bhd’s website. The Company has sought relief by way of an injunction and damages.

(ii) BMS and ASB have on 26 September 2008 and 28 October 2008 respectively filed applications to strike out the Company’s claim on, inter alia, the basis that it discloses no cause of action against them. The Company’s solicitors have filed Affidavits in Reply to the said applications on 30 January 2009.


103


31. MATERIAL LITIGATIONS (CONT’D)

(a) Suit against Bristol Myers Squibb Sdn Bhd (“BMS”) and Arachnid Sdn Bhd (“ASB”) (cont’d)

(iii) BMS had also on 3 November 2008 amended its statement of defence and counter claim. As the amendment had no significant effect on the Company’s cause of action and its claim against BMS, the Company’s solicitors did not file any amendments to the Company’s reply to defence and counterclaim.

(iv) At the scheduled hearing of the suit for case management and the BMS and ASB’s applications to strike out the Company’s claim on 17 February 2009, the Court directed as follows:

(a) In respect of ASB’s striking out application, counsels for both ASB and the Company had filed written submissions on 3 April 2009 and the hearing of the applications was fixed for 21 April 2009.

(b) With regard to BMS’s striking out application, the hearing was fixed for 23 July 2009.

(v) The Company’s suit against ASB’s was struck off by the High Court on 21 April 2009. The Company has appealed against the said decision on 30 April 2009.

(vi) At the hearing of BMS’s application on 23 July 2009 the High Court struck out the Company’s suit against it. The Company had on 31 July 2009 filed an appeal against the said decision.

(vii) The Court of Appeal had on 18 August 2010 heard both the appeals against ASB and BMS respectively and allowed both the Company’s appeals. The High Court has now fixed 27 October 2010 for case management.

(viii) At the case management hearing on 27 October 2010, the High Court directed the parties to file, inter ala, documents, statement of agreed facts and issues to be tried. It has then scheduled 23 February 2011 for further case management.

(ix) The Court has fixed 30 May 2011 for further case management for parties to comply with previous directions.

(b) Suit against Cryocord Sdn Bhd (“CC”) and Esther Ho Sea Wai (“EH”)

(i) The Company had on 11 September 2008 filed a suit in the Kuala Lumpur High Court for injunction and damages against CC and EH for defamatory statements made against the Company.

(ii) The Company’s solicitors had effected service of the Writ and Statement of Claim against CC’s addresses on 12 and 13 November 2008. EH was served with the Writ and Statement of Claim on 19 November 2008.

(iii) The solicitors for CC and EH had filed their Statement of Defence on 6 January 2009. The Company’s solicitors have filed its Reply to Defence on 20 February 2009.

(iv) The hearing of the case management of the matter is fixed for 29 May 2009.

(v) At the hearing of the case management on 29 May 2009, the High Court directed the parties to prepare bundle of documents and pleadings, statements of agreed facts and issues to be tried. It has fixed 11 September 2009 for the hearing of the 2nd case management of the suit.

(vi) The Court has fixed 3 September 2010 for further case management.

(vii) The hearing of the case management was further adjourned to 29 November 2010 for the parties to comply with the directions of the Court.

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31. MATERIAL LITIGATIONS (CONT’D)

(c) Suit against Tan Yen Nee (“TYN”) and Cellsafe International Sdn Bhd (“CSI”)

(i) The Company had filed a suit in the Kuala Lumpur High Court on 11 August 2008 against CSI and TYN for injunction and damages for defamatory statements made against the Company.

(ii) The Company had filed an amendment to its Statement of Claim on 17 October 2008. The amended Writ and Statement of Claim was served on CSI and TYN on 12 and 13 November 2008 respectively.

(iii) The solicitors for TYN and CSI have filed an application to strike out the Company’s claim and for leave to defer the filing of Statement of Defense pending the disposal of the striking out application. The solicitors for the Company have filed its affidavit in reply on 20 February 2009. The hearing is scheduled for 1 April 2009 and the Court directed the parties to finalise all affidavits by 19 May 2009.

(iv) On 19 May 2009, the case management of TYN and CSI’s application to strike out was scheduled for 5 August 2009.

(v) On 5 August 2009, the High Court directed the parties to prepare and hand over their respective written submissions on 15 September 2009 and scheduled the hearing date of TYN and CSI’s application to strike out for 8 October 2009.

(vi) TYN and CSI’s application to strike out the Company’s claim was dismissed with costs by the Court on 16 October 2009. The Company solicitors had applied for case management for the matter.

(vii) The Court has fixed 13 December 2010 for mention and for the Company to file an application for to amend its claim.

(viii) The Company has filed an application for to amend its claim. At the hearing of the aforesaid application on 22 February 2011, the parties’ solicitors submitted written submissions. The Court then fixed 8 March 2011 for hearing / clarification. The case management is also fixed for 16 March 2011.

(d) Suit against Kuala Lumpur Sports Medicine Centre Sdn Bhd (“KLSMC”)

(i) StemLife Therapeutics Sdn Bhd (“STSB”), a subsidiary of the Company, filed a suit against KLSMC in the Kuala Lumpur High Court on 26 August 2010 for a sum of RM426,500.00 being outstanding fees for services rendered.

(ii) KLSMC filed its statement of defense on 12 October 2010.

(iii) STSB has on 27 October 2010 filed an application for summary judgment against KLSMC. STSB’s solicitors are still waiting for the extraction of sealed copy of the said application for service on KLSMC together with its supporting affidavit.

(iv) The Court has fixed 11 April 2011 for parties to file in their respective affidavits in relation to STSB’s summary judgment application.

32. SUBSEQUENT EVENT

Subsequent to the financial year end, on 25 February 2011, the Directors declared an interim dividend of 10% less 25% tax and single tier dividend in respect of the financial year ended 31 December 2011, will be paid on 18 March 2011 to Depositors whose name appear in the Record of Depositors on 11 March 2011.


105

List of Properties

Net Book Values Approximate Built Up as at Age of Area Description / 31.12.2010 Building Date ofNo. Location Tenure (Sq.Ft.) Existing Use RM’000 (Years) Transaction

1. B-7-15, Megan Avenue Freehold 3,702 Office Premise 652,169 15 20.07.2005 II, 12 Jalan Yap Kwan within a Seng, 50450 Kuala commercial Lumpur building

2. Unit 6.03, Wisma Freehold 908 Sports Medicine 375,549 5 18.07.2005 Perintis, Jalan Dungun, Centre within Damansara Heights, a commercial 50490 Kuala Lumpur building

3. Unit 6.06, Wisma Freehold 877 Sports Medicine 563,040 5 23.10.2007 Perintis, Jalan Dungun, Centre within Damansara Heights, a commercial 50490 Kuala Lumpur building

4. Unit 6.02, Wisma Freehold 1,028 Sports Medicine 505,570 5 26.11.2007 Perintis, Jalan Dungun, Centre within Damansara Heights, a commercial 50490 Kuala Lumpur building

106


Analysis of ShareholdingsAs at 31 March 2011

Authorised Share Capital RM25,000,000 of 250,000,000 ordinary shares of RM0.10 eachIssued and Paid-Up Share Capital RM16,500,000 comprising 165,000,000 ordinary shares of RM0.10 eachClass of Shares Ordinary shares of RM0.10 eachVoting Rights Every member of the Company, present in person or by proxy or attorney or

authorized representative, shall have on a show of hands, one (1) vote or on poll, one (1) vote for each share held

Number of Shareholders 2,245

No of Holders Holdings Total Holdings %

7 Less than 100 0.31

477 100 to 1,000 21.25

892 1,001 to 10,000 39.73

755 10,001 to 100,000 33.63

111 100,001 to less than 5% of issued capital 4.95

3 5% and above of issued capital 0.13

2,245 100

SUBSTANTIAL SHAREHOLDERS (HOLDING 5% OR MORE OF THE ISSUED AND PAID-UP SHARE CAPITAL) AS AT 31 MARCH 2011

Direct Indirect

Substantial Shareholders No. of Shares Percentage (%) No. of Shares Percentage (%)

Dato’ Low Su-Shing 18,481,600 11.20 - -

Dato’ Lim Oi Wah 18,465,200 11.19 - -

Juara Sejati Sdn Bhd 16,575,000 10.05 - -

Emerging Markets Growth Fund, Inc 8,331,900 5.05 - -

Tan Sri Dato’ Seri Vincent Tan Chee Yioun - - 20,075,000* 12.17

Berjaya Corporation Berhad - - 20,075,000** 12.17

Capital Group International, Inc - - 14,664,300^ 8.89

* Deemed interested by virtue of his interest in Berjaya Corporation Berhad, the ultimate holding company of Juara Sejati Sdn Bhd and Berjaya Sompo Insurance Berhad.

** Deemed interested by virtue of their 100% equity interest in Berjaya Group Berhad, the holding company of Juara Sejati Sdn Bhd and by virtue of their 100% equity interest in Berjaya Group Berhad, the intermediate holding company of Berjaya Sompo Insurance Berhad.

^ Deemed interested by virtue of being the parent company of companies that serve as investment managers to various international institutional clients under discretionary investment management. Neither the Capital Group of Companies, Inc. nor any of its affiliates, own any shares for its own account.


107

Analysis of Shareholdings (cont’d)

As at 31 March 2011

DIRECTORS’ INTEREST BASED ON THE REGISTER OF DIRECTORS’ SHAREHOLDINGS AS AT 31 MARCH 2011

Direct Indirect

Directors No. of Shares Percentage (%) No. of Shares Percentage (%)

Tan Sri Dato’ Seri Dr. Aseh bin Che Mat - - - -

Dato’ Low Su-Shing 18,481,600 11.20 - -

Dato’ Lim Oi Wah 18,465,200 11.19 - -

Prof. Aw Tar Choon 7,600,400 4.61 - -

Lim Jit Soon 2,755,120 1.67 - -

Loh Yoon Kwai 1,379,500 0.84 365,000** 0.22

Tengku Putra Haron Aminurrashid bin Tan Sri Tengku Hamid Jumat - - - -

Yap Yu Ming - - - -

** Deemed interested by virtue of Hong Fook Ling @ Hoong Fook Ling, being his spouse.

LIST OF THIRTY (30) LARGEST REGISTERED SHAREHOLDERS AS AT 31 MARCH 2011 PER REGISTER OF DEPOSITORS

Name No. of Shares Percentage (%)

1. Dato’ Low Su-Shing 18,481,600 11.20

2. Dato’ Lim Oi Wah 18,465,200 11.19

3. Juara Sejati Sdn Bhd 16,575,000 10.05

4. HSBC Nominees (Asing) Sdn Bhd 9,224,400 5.59 Beneficiary: Exempt An for J.P. Morgan Chase Bank, National Association (U.S.A.)

5. Aw Tar Choon 7,600,400 4.61

6. Chew Koon 6,469,000 3.92

7. Wong San Jah 4,852,700 2.94

8. Chin Zee Sing 4,410,900 2.67

9. HSBC Nominees (Asing) Sdn Bhd 3,936,600 2.39 Beneficiary: Exempt An for J.P. Morgan Bank Luxembourg S.A.

10. Berjaya Sompo Insurance Berhad 3,500,000 2.12

11. Lim Jit Soon 2,755,120 1.67

12. Yong Poh Choo 2,562,500 1.55

13. Low Shuhua, Daphne 2,000,000 1.21

14. Low Su-Hin, Hilary 2,000,000 1.21

15. MERCSEC Nominees (Tempatan) Sdn Bhd 1,786,200 1.08 Beneficiary: Pledged Securities Account for Siow Wong Yen @ Siow Kwang Hwa

16. HDM Nominees (Asing) Sdn Bhd 1,500,000 0.91 Beneficiary: UOB Kay Hian Pte Ltd for Neo Beng Beng

17. Muhamad Aloysius Heng 1,396,000 0.85

18. Loh Yoon Kwai 1,379,500 0.84

19. TA Nominees (Tempatan) Sdn Bhd 1,090,000 0.66 Beneficiary : Pledged Securities Account for Chua Kok Seng

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Analysis of Shareholdings (cont’d)

As at 31 March 2011

Name No. of Shares Percentage (%)

20. HDM Nominees (Asing) Sdn Bhd 1,000,000 0.61 Beneficiary: UOB Kay Hian Pte Ltd for Ong Lay Choo (Wang Lizhu)

21. HLG Nominee (Tempatan) Sdn Bhd 799,000 0.48 Beneficiary: Hong Leong Bank Bhd for Oui Kee Seng

22. Dorris Ngin Eng 708,080 0.43

23. Vignesan A/L Soundrapandian 650,100 0.39

24. HSBC Nominees (Asing) Sdn Bhd 636,000 0.39 Beneficiary: TNTC for Government of Singapore Investment Corporation Pte Ltd

25. Lim Kian Hong 600,000 0.36

26. Tan Kah Lay 600,000 0.36

27. Mayban Nominees (Tempatan) Sdn Bhd 570,000 0.34 Beneficiary: Pledged Securities Account for Sow Cheng Kow

28. Lau Hooi Kheng 560,000 0.34

29. CIMSEC Nominees (Tempatan) Sdn Bhd 540,000 0.33 Beneficiary: Pledged Securities Account for Chan Foong Cheng

30. Chang Yoke Hee 500,000 0.30

Total : 117,148,300 70.99


109

Notice of Annual General Meeting

1. To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2010 and the Directors’ and Auditors’ Reports thereon.

2. To approve a First and Final tax-exempt dividend of 10% (RM0.01 per ordinary share of RM0.10

each) for the financial year ended 31 December 2010. 3. To re-elect the following Directors who retire pursuant to Article 116 of the Company’s Articles

of Association: -

a. Tan Sri Dato’ Seri Dr. Aseh Bin Che Mat b. Tengku Putra Haron Aminurrashid Bin Tan Sri Tengku Hamid Jumat

4. To re-elect the following Director who retires pursuant to Article 92(2) of the Company’s Articles of Association: -

a. Yap Yu Ming

5. To approve the payment of Directors’ Fees of RM15,000.00 for the financial year ended 31 December 2010.

6. To re-appoint Messrs. STYL Associates as Auditors and to authorize the Board of Directors to fix

their remuneration. 7. SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Resolutions with or without modifications as Ordinary Resolutions:

Ordinary Resolution Authority To Allot Shares Pursuant To Section 132D Of The Companies Act 1965

“THAT subject to the Companies Act, 1965, the Articles of Association of the Company and the approvals from Bursa Malaysia Securities Berhad and other relevant government / regulatory authorities, where such approval is necessary, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue new ordinary shares of RM0.10 each in the Company, from time to time and upon such terms and conditions and for such purposes and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued and paid-up share capital AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of StemLife Berhad will be held at Corus Hotel Kuala Lumpur, Ballroom 1, Level 1, Jalan Ampang, 50450 Kuala Lumpur on Monday, 23 May 2011 at 2.00 p.m. for the following business:

(Resolution 1)

(Resolution 2)

(Resolution 3)(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

110


Notice of Annual General Meeting (cont’d)

8. Special Resolution Proposed Amendments to the Articles of Association of the Company

“THAT existing Article 133 in the Articles of Association of the Company be deleted in its entirety and the following be substituted in lieu thereof:

New Article 133 – Payment of Dividend

Any dividend or other money payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto, or, if several persons are entitled in consequence of the death or bankruptcy of the holder, to any one of such persons or to such persons and such address as such persons may by writing direct or by directly crediting the dividend entitlement into the member’s bank account as provided to the Central Depository from time to time. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or such person as the holder may direct and payment of the cheque or the direct crediting to the member’s bank account shall be a good discharge to the Company. Every such cheque or warrant shall be sent or directly credited at the risk of the person entitled to the money represented thereby. Where the members have provided to the Central Depository the relevant contact details for purposes of electronic notifications, the Company shall notify them electronically once the Company has paid the cash dividends out of its accounts. Any dividend or other money payable in cash on or in respect of a share may by directly crediting the dividend entitlement into the member’s bank account of the member or person entitled thereto in consequence of the death or bankruptcy of the holder may in writing direct, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where the Company has acted on any such directions.”

9. To transact any other business for which due notice has been given in accordance with the

Company’s Articles of Association and the Companies Act 1965.

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS HEREBY GIVEN THAT the tax exempt dividend of 10% (RM0.01 per ordinary shares of RM0.10 each) in respect of the financial year ended 31 December 2010, if so approved at the Ninth Annual General Meeting, will be paid on 15 June 2011 to Depositors whose names appear in the Record of Depositors at the close of business on 7 June 2011.

A Depositor shall qualify for entitlement to the dividend only in respect of:-

a. shares transferred in the Depositor’s Securities Account before 4.00 p.m. on 7 June 2011 in respect of shares; and

b. shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of Bursa Securities.

By order of the Board,

LAANG JHE HOW (MIA 25193)LIEW SIEW NGOR (MAICSA 0757010)(Company Secretaries)

Kuala LumpurDated: 20 April 2011

(Resolution 9)


111

Notice of Annual General Meeting (cont’d)

Note:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him, and that a proxy need not also be a member. A member may appoint any person to be his proxy and provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.

2. Where a member appoints more than one (1) proxy, the proportions of share holdings to be represented by each proxy must be specified in order that the appointments to be valid. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorized.

4. The instrument appointing a proxy, with the power of attorney or other authority (is any) under which it is signed or certified by a notary or office copy of such power, must be deposited at the Registered Office of the company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail, 60000 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting, as the case may be.

EXPLANATORY NOTES TO SPECIAL BUSINESS:

(a) Resolution 8

Ordinary Resolution

Authority to allot And Issue Shares Pursuant to Section 132D of the Companies Act 1965

The Company wishes to renew the mandate on the authority to issue shares pursuant to Section 132D of the Companies Act 1965 at the Ninth AGM of the Company (hereinafter referred to as the “General Mandate”).

The Company has been granted a general mandate by its shareholders at the Eighth AGM of the Company held on 25 May 2010 (hereinafter referred to as the “Previous Mandate”).

The Previous Mandate granted by the shareholders had not been utilized and hence no proceed was raised therefrom.

The purpose to seek the General Mandate is to enable the Directors of the Company to issue and allot shares at any time to such persons in their absolute discretion without convening a general meeting as it would be both time and cost-consuming to organize a general meeting.

This authority unless revoked or varied by the Company in the general meeting, will expire at the next Annual General Meeting. The proceeds raised from the General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

All other information remains unchanged.

(b) Resolution 9

Special Resolution

Proposed Amendments to the Articles of Association of the Company

The proposed Special Resolution will render the Company’s Articles of Association to be in line with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad and to enable the Company to implement the Electronic Dividend Payment (“eDividend”).

112


Statement Accompanying Notice Of Annual General Meeting1. Date, Time and Venue of the Ninth Annual General Meeting (“AGM”)

The Ninth AGM of the Company will be held as follows:

Date : Monday, 23 May 2011 Time : 2.00 p.m. Venue : Corus Hotel Kuala Lumpur, Ballroom 1, Level 1, Jalan Ampang, 50450 Kuala Lumpur

2. Directors’ who are standing for re-election/re-appointment at the Ninth AGM

Directors standing for re-election pursuant to Article 116 of the Company’s Articles of Association are:

a. Tan Sri Dato’ Seri Dr. Aseh Bin Che Mat b. Tengku Putra Haron Aminurrashid Bin Tan Sri Tengku Hamid Jumat

Director standing for re-election pursuant to Article 92(2) of the Company’s Articles of Association is:

a. Yap Yu Ming

The profiles of the above three (3) Directors and the record of their attendances at Board Meetings held in the financial year ended 31 December 2010 are presented in the “Directors’ Profile” section on pages 42 to 45. Their securities holdings in the Group are presented in the “Directors’ Interests” section on page 68.

3. Board Meetings held in the financial year ended 31 December 2010

Four (4) Board Meetings were held during the financial year ended 31 December 2010. A record of the Directors’ attendances at the Board Meetings is presented in the “Statement of Corporate Governance” appearing on page 53 of the Annual Report 2010.

Proxy Formfor Annual General Meeting

RESOLUTIONS FOR AGAINST

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2010 and the Reports of Directors and Auditors thereon.

2. To approve a First and Final tax-exempt dividend of 10% (RM0.01 per ordinary shares of RM0.10) for the financial year ended 31 December 2010.

3. To re-appoint the Director, Tan Sri Dato’ Seri Dr. Aseh Bin Che Mat pursuant to Section 116 of the Companies Act, 1965.

4. To re-appoint the Director, Tengku Putra Haron Aminurrashid Bin Tan Sri Tengku Hamid Jumat pursuant to Section 116 of the Companies Act, 1965.

5. To re-appoint the Director, Yap Yu Ming pursuant to Section 92(2) of the Companies Act, 1965.

6. To approve the payment of Directors’ fees amounting to RM15,000.00 for the financial year ended 31 December 2010.

7. To re-appoint Messrs. STYL Associates as auditors of the Company and to authorize the Directors to fix their remuneration.

8. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.

9. Proposed Amendment to the Articles of Association of the Company (Special Resolution).

*I/We NRIC/Company no. of

being *a member / members of STEMLIFE BERHAD (566770 - D), do hereby appoint

NRIC No. /Passport No.

of

or failing him/her NRIC No. /Passport No.

of or failing *him /her* the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the Ninth Annual General Meeting of the Company to be held at Corus Hotel Kuala Lumpur, Ballroom 1, Level 1, Jalan Ampang, 50450 Kuala Lumpur on Monday, 23 May 2011 at 2.00 p.m. and at any adjournment thereof.

Please mark with “ X “ in either box if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting as the proxy thinks fit.

* Strike out whichever not applicable.

Signed this day of 2011 No. of Shares held

Signature(s) of Member(s) Affix Company’s Seal (if applicable)

Notes:-1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him, and that a proxy

need not also be a member. A member may appoint any person to be his proxy and provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.

2. Where a member appoints more than one (1) proxy, the proportions of share holdings to be represented by each proxy must be specified in order that the appointments to be valid. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorized.

4. The instrument appointing a proxy, with the power of attorney or other authority (is any) under which it is signed or certified by a notary or office copy of such power, must be deposited at the Registered Office of the company at 149A, Jalan Aminuddin Baki, Taman Tun Dr. Ismail, 60000 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting, as the case may be.

AFFIXSTAMP

THE COMPANY SECRETARYSTEMLIFE BERHAD (566770-D)

149A Jalan Aminuddin BakiTaman Tun Dr. Ismail60000 Kuala Lumpur

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