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REPORT
11 Beach Road #01-02,
Singapore 189675
Tel: +65 6336 2270 Fax: +65 6338 5167
www.raffles-education-corporation.com
MANAGEMENT
Deputy CEO
Scott CHEW
”
- Riswandi Tjahyono (Indonesia)
UNIVERSITY RELATIONS Current student of BA (Hons) Product Design and finalist for
Furniture Design Award 2006.
Director, Operations
Doris CHEW
RAFFLES UNIVERSITY
Chairman
YEO Cheow Tong
President
Tony DICKSON
M
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ANNUAL REPORT 2006 | Raffles Education Corp
OUR VISION
A
s a premier education provider we are committed to nurture creative talents
and design management expertise for the arts, design and lifestyle industries
as well as expertise for business management. We provide high quality
education relevant to industry and adapt to the socioeconomic needs of the
societies in which we operate. We strive to give every student a fundamental education
based on:
• the acquisition of thorough and effective work methods based on analysis and
judgment,
• a consciousness of the historic dimension of human ideas and activity and the
capacity to assume responsibility for his or her own personal development
Though our primary goal is the transfer of knowledge and technical know-how, we
also strive to provide a well-rounded education that will make the learning process
an enriching life experience, contributing to the student’s personal growth and the
development of social skills.
Ulaanbaatar
Changchun
Beijing
Changzhou
Wuhan
Guangzhou Shanghai
Ningbo
Mumbai Huizhou Hong Kong
Hanoi
Bangkok Ho Chi Minh City
Kuala Lumpur
Singapore
Sydney
Auckland
Melbourne
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Raffles Education Corp | ANNUAL REPORT 2006
FINANCIAL HIGHLIGHTS
90,000
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
At Year End
Net Assets per Share (Cents)* 6.64 4.73 40.4%
Basic Earnings per Share (Cents)* 6.33 3.41 85.6%
Financial Ratios
Return on Equity (%)* 94.64 71.75 31.9%
Net Profit Margin (%)* 35.83 28.98 23.6%
*The comparative figures as at 30 June 2005 have been adjusted for S$0.5 million due to the adoption of FRS
102 Share Based Payment.
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ANNUAL REPORT 2006 | Raffles Education Corp
FINANCIAL REVIEW
“
Out of all REVENUE
the schools,
I decided to Business segments FY2006 FY2005 % Increase
internationally The increase in the Group’s revenue was due to the following:
trained. It would 1. overall increase in the student enrolment in the Group;
be a worthy 2. increase in course fees for programmes; and
experience to 3. inaugural 6 months contribution form Path Education Corp (“Path”) amounting
to S$5.0 million.
study here. Of the Group’s total revenue, design and management segments contributed to 67.8%
(FY2005: 70.6%) and 32.2% (FY2005: 29.4%) respectively.
- Jacqueline Hickey (USA)
BA (Hons) Fashion Design graduate and Fashion Designer
for Song & Kelly 21. PROFITABILITY
Business segments FY2006 FY2005 % Increase
(Decrease)
S$’000 S$’000
Design 25,354 15,135 67.5%
Management 8,970 3,905 129.7%
Segment result* 34,324 19,040 80.3%
Other operating income 717 910 (21.2%)
Finance costs (171) (12) NM
Income tax (2,186) (2,663) (17.9%)
Minority interests (415) (61) 580.3%
Total* 32,269 17,214 87.5%
*The comparative figures as at 30 June 2005 have been adjusted for S$0.5 million due to the adoption of FRS
102 Share Based Payment.
The segment result by business activities is set out in the table above.
Segment result increase by S$15.3 million or 80.3% from S$19.0 million in FY2005 to
S$34.3 million in FY2006. Earnings for design and management segments constituted
73.9% (FY2005: 79.5%) and 26.1% (FY2005: 20.5%) of the segment result for FY2006
respectively.
Other operating income decreased from S$0.9 million for FY2005 to S$0.7 million for
FY2006, this is mainly due to decrease in foreign exchange gain.
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Raffles Education Corp | ANNUAL REPORT 2006
FINANCIAL REVIEW
1. increase in staff and related costs of S$5.9 million due to establishment of new
colleges, overall increase in staff strength and Path Education Corp’s staff and
related costs of S$1.5 million;
2. Increase in rental expenses of S$1.8 million as a result of new colleges, new
marketing offices and Path Education Corp’s rental of S$0.4 million; and
3. increase in other expenses of S$8.2 million as a result of increase in both
marketing and college operations, and Path Education Corp’s other expenses
of S$2.2 million.
The Group’s profit before tax has increased from S$20.0 million for FY2005 to
S$34.9 million for FY2006 due mainly to organic growth of the Group’s business and
economies of scale, and contribution from Path Education Corp of S$1.1 million. In
addition, the operation of our subsidiary Hartford has turned around and contributed a
profit before tax of S$1.1 million (FY05: S$0.33 million).
The decrease in the Group’s income tax expense from S$2.7 million in FY2005 to S$2.2
million in FY2006 was mainly due to over-provision of income taxes in previous periods.
Revenue contribution from the colleges in North Asia constituted 59.4% (FY2005:
58.1%) of total revenue. Revenue contributed from these colleges increased by 55.1%
from S$34.5 million in FY2005 to S$53.5million in FY2006 primarily due to higher
student enrolment.
ASEAN
Revenue contribution from the ASEAN region constituted about 26.6% (FY2005:
22.9%) of total turnover. Revenue from these colleges increased by 76.5% from
S$13.6 million in FY2005 to S$24.0 million in FY 2006 due to increased student
enrolment and continued positive contribution from Hartford.
The Group has extended its footprint into Vietnam the establishment of its first college
in Ho Chi Minh City. The new college has commenced operation in January 2006 and
it is expected to contribute marginally to the Group’s financial results in FY2007.
Australasia
During the year, additional new colleges were added due to the acquisition of Path
Education Corp. This further expands the Group’s penetration into the Applied
Psychology and Information Technology market segments of Australian market.
Subsequent to FY2006, the Group has acquired The Mac Club Limited (“Digitrain”), a
company incorporated in New Zealand. Digitrain is a leading tertiary Private Training
Establishment (“PTE”) in New Zealand that offers a range of design programmes up
to diploma level. Its Certificate & Diploma programmes are accredited by the New
Zealand Qualifications Authority (“NZQA”) and offer students training in industry-
focused courses including, Graphic Design, Animation, Computing & Systems,
Photography, Beauty Services, Make-up & Special Effects. This acquisition would be
beneficial to the Group as it will expand the range of programmes offered by the Group
in near future.
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ANNUAL REPORT 2006 | Raffles Education Corp
FINANCIAL REVIEW
India
Raffles Design International (India) Private Limited that commenced operations in early
2005 has contributed a turnover of S$1.1 million in FY2006 (FY2005: S$0.076 million)
or 1.3% of total turnover (FY2005: 0.12%).
Going forward, the Group expects to see continued growth of its business in each
of the regions it operates in, given its growing presence, branding, strengthening of
comprehensive recruitment network and the establishment of Raffles University.
”
Advanced Diploma Fashion Design graduate - owner and
designer of Jonathan Cheng Homme (Men’s Wear Collection).
Today, through clearly defined strategies, incremental steps and a passion for
excellence, we have emerged as Asia’s leading education group.
Further away from home, we added to our growing list of Hartford Institutes
by acquiring Hartford Institute - Auckland. This will enable us to target a new
geographical market segment and leverage on its market presence in New Zealand
to provide our students with an additional choice for venue of education.
Our recruitment marketing network, which has played a significant role in multiplying
the student enrolment of our colleges, has itself grown into a network of over 64
points around the region. We will continue our drive to expand and strengthen this
important component of our growth strategy.
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ANNUAL REPORT 2006 | Raffles Education Corp
I am very pleased that our unrelenting focus on growth has reaped excellent financial
results. In FY2006, our revenue surged 51.6% to S$90.1 million from S$59.4
million in FY2005. The strong growth in revenue was mainly driven by the overall
increase in student enrollment, increased tuition fees and contributions from both
PATH Education and Hartford Education. With the jump in student enrollments, we
achieved better economies of scale, which enabled our net profit to increase 89.2%
to S$32.7 million from S$17.3 million in the previous corresponding year. We are
delighted to announce that Hartford is continuing its successful climb into the black,
contributing S$1.1 million profit before tax to the Group.
We are confident about our growth prospects and expect our business to continue
to tap into the strong demand for education in the region through the establishment
of more colleges and the expansion of our marketing network.
To reward our shareholders, the Board of Directors has proposed a final dividend of
1.8 cents per ordinary share for FY2006, with a total dividend payment for the year
of 5.5 cents per share. In addition, we are also proposing a dividend in specie of
1 Hartford share for every 12 Raffles Education Corporation shares. In addition, to
improve liquidity, we are also proposing to undertake a share split where each share
will be sub-divided into two new ordinary shares in the capital of the company.
Our aspirations are our possibilities and we look forward to the new year with
promise.
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Raffles Education Corp | ANNUAL REPORT 2006
BOARD OF DIRECTORS
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ANNUAL REPORT 2006 | Raffles Education Corp
MR HENRY TAN SONG KOK,
INDEPENDENT DIRECTOR
Mr Henry Tan Song Kok is senior partner of Nexia Tan & Sitoh, a firm of Certified
Public Accountants and the Chairman of Nexia China. He is also the Asia Pacific
Regional Chairman and Board member of Nexia International. Mr Tan is also a director
of YHI International Limited, Chosen Holdings Limited, Pertama Holdings Limited and
Nera Electronics Ltd. He graduated with a First Class Honours Degree in Accountancy
from the National University of Singapore. Mr Tan is a member of the Institute of
Certified Public Accountants in Singapore, Institute of Chartered Accountants in
Australia, Institute of Internal Auditors, Inc (Singapore Chapter) and Singapore Institute
of Directors.
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Raffles Education Corp | ANNUAL REPORT 2006
EXECUTIVE OFFICERS (RAFFLES EDUCATION CORP)
Mr Chew is the Group’s Deputy CEO. He is concurrently the Group Director of Raffles
Education Network. He plays a vital role in strategic planning, execution of business
development policies and expansion of the Group’s operations in Asia Pacific region.
Before his appointment as Deputy CEO, he served as the Chief Operating Officer
and Vice President of China Operations. He has made significant contributions to the
continuing growth of the Group in his appointments since joining the Group in 1998.
He graduated from the National University of Singapore, holding a Bachelor Degree in
Mechanical Engineering (2nd class upper honours).
Mr Ho is the Group Financial Controller and is responsible for the Group’s financial
management and reporting functions. Before joining the Group, he worked as an
auditor in two international accounting firms. He holds a Bachelor Degree in Commerce
(Accounting & Finance) from Monash University, Australia and is a Certified Practising
Accountant of CPA Australia.
Mr Leong is the Vice President of China Operations and is responsible for the
Group’s expansion and growth in the PRC. He has over 12 years of experience
in setting up and managing companies in Hong Kong, China and Malaysia. He
graduated from National University of Singapore, holding MSc (Real Estate) and BSc
(Estate Management).
Mr Chong is the Group’s Director of Mergers & Acquisitions and responsible for the
Group’s M&A expansion activities. He has over 10 years of experience in setting-up,
managing & re-structuring companies overseas. His past appointments included
establishing and managing numerous operations abroad for renowned multi-national
companies including Singapore Technologies, JIT Electronics, Flextronics Plastics and
Hyflux Ltd. He is a graduate of the Royal Military College of Science (Shrivenham), UK;
holds a BE (Civil) from the Royal Military College (UNSW), Australia; has a GDFM from
the Singapore Institute of Management and a MSc(Finance) from City University of
New York.
Mr Loke is the Vice President (Asia Pacific) of Raffles Education Network and is
responsible for the student recruitment network in Asia Pacific. He is also responsible
for developing new Institutes for the Group in this region. He has 2 years of investment
banking experience and 10 years of senior management experience in the education
industry. He graduated from The Pennsylvania State University, USA with a BSc.
(Honors) in Finance.
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ANNUAL REPORT 2006 | Raffles Education Corp
EXECUTIVE OFFICERS (RAFFLES UNIVERSITY)
Mr Yeo Cheow Tong was born in 1947. He received his secondary education at
Anglo-Chinese School. In 1967, he was awarded a Colombo Plan Scholarship to
the University of Western Australia, where he obtained his Bachelor of Engineering
(Mechanical) degree.
He worked in the Economic Development Board (EDB) from 1972 to May 1975,
when he joined LeBlond Makino Asia Pte Ltd (LMA) as a Staff Engineer. In 1981, he
was appointed Managing Director of both LMA and its subsidiary company, Pacific
Precision Castings (Pte) Ltd (PPC).
Mr Yeo stood in the December 1984 General Election, returning unopposed as the
Member of Parliament (MP) for Hong Kah Constituency. He resigned from LMA and
PPC in February 1985 to take up appointment as Minister of State for Health and
Minister of State for Foreign Affairs.
In the September 1988, Mr Yeo was promoted to Senior Minister of State and re-
appointed Acting Minister of Health. In November 1990, he was appointed Minister for
Health in the Government led by Prime Minister Goh Chok Tong.
contribute to a new university that will In June 1999, he relinquished his Health
and Environment portfolios and was
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Raffles Education Corp | ANNUAL REPORT 2006
EXECUTIVE OFFICERS (RAFFLES UNIVERSITY)
Prof Dickson had previously held senior posts in the UK at Northumbria University,
Paisley University and Glasgow Caledonian University.
During 14 years in the senior team at Northumbria Prof Dickson was responsible
at different times for the University’s QA systems, Teaching and Learning, Property
development, business strategy, and technology transfer. His most recent role as
Deputy Vice-Chancellor (Development) included the University’s International activities,
as well as its Regional Strategy. These activities were closely linked with his lead role in
developing Northumbria’s business interests both in the UK and internationally.
This work included being a founding member and Director of Smart Isles and Northern
Informatics, both early adopters of ebusiness solutions; acting as Non-Executive
Chairman of AskHow2, a start up company offering web based solutions to business;
and undertaking consultancy for organisations that include Sun Microsystems, Hewlett
Packard, BT and Kodak.
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ANNUAL REPORT 2006 | Raffles Education Corp
CORPORATE GOVERNANCE STATEMENT
R
affles Education Corporation Limited (the Company) is committed to
complying with the Code of Corporate Governance (Code) issued by the
Corporate Governance Committee. The Company currently also applies
the principles set out in the Best Practices Guide issued by the Singapore
Exchange Securities Trading Limited (SGX-ST) on corporate governance.
I. BOARD MATTERS
Board’s Conduct of its Affairs
Matters which are specifically reserved for the Board’s decision are those involving
interested person transactions, material acquisitions and disposal of assets, corporate
or financial restructuring, share issuances, dividends and other returns to shareholders.
The Board conducts scheduled meetings on a regular basis and on the day of the
Annual General Meeting (AGM). Adhoc meetings are convened when circumstances
require. The Company’s Articles of Association (the “Articles”) allow a board meeting to
be conducted by way of a tele-conference. The attendance of the directors at meetings
of the Board and Board committees, as well as the frequency of such meetings, are
disclosed in this report.
Newly appointed directors are given an orientation on the Group’s business strategies
and operations and are also provided with information on their duties as a director
under Singapore law. Directors are updated regularly on key accounting and regulatory
changes.
The Company has adopted a policy that directors are also welcome to request further
explanations, briefings or informal discussions on any aspects of the Company’s
operations or business issues from the management. The CEO will make the
necessary arrangements for the briefings, informal discussions or explanations required
by the directors.
Key information regarding the directors is disclosed in the “Board of Directors” section
of the annual report.
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Raffles Education Corp | ANNUAL REPORT 2006
CORPORATE GOVERNANCE STATEMENT
The roles for both Chairman and Chief Executive Officer (“CEO”) in the Company are
assumed by Mr Chew Hua Seng. As such, Mr Chew bears executive responsibility for
the Company’s business as well as responsibility for the workings of the Board and
ensures that procedures are introduced to comply with the Code.
Although the roles and responsibilities for Chairman and CEO are vested in Mr Chew,
major decisions are made in consultation with the Board which comprises a majority of
independent and non-executive directors. The Board believes that there are adequate
measures in place against an uneven concentration of power and authority in one
individual.
The Nominating Committee comprises 3 members, the majority of whom, including its
Chairman, are independent directors. The members of the NC are as follows:
1. Mr Henry Tan Song Kok, Chairman of the Nominating Committee and Independent
Director;
2. Mr Gay Chee Cheong, Non-executive Director; and
3. Prof Tan Teck Meng, Independent Director.
1. Identify suitable candidates and review all nominations for the appointment to
the Board of Directors before making recommendations to the Board for
appointment.
2. Assess the independence of the directors annually and is of the opinion that the
directors who have been classified as independent under the “Board of
Directors” section are indeed independent.
3. Provide nominations for the re-appointment of directors, having regard to their
contribution and performance.
Access to Information
The Company provides the directors with regular management accounts and other
important and relevant information. The directors have also been provided with the
phone numbers and e-mail addresses of the Company’s senior management and
company secretary to facilitate access.
The Company Secretary will seek the appropriate independent and professional advice
as and when the directors, whether as a group or individually, need independent
professional advice.
The Company Secretary attends all Board meetings and is responsible for ensuring
that proper procedures at such meetings are followed. Together with the Company’s
management, they are responsible to ensure that the Company complies with the
requirements of the Companies Act, SGX-ST Listing Manual and other rules and
regulations that are applicable to the Company.
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ANNUAL REPORT 2006 | Raffles Education Corp
CORPORATE GOVERNANCE STATEMENT
Non-Executive Directors do not have service contracts with the Company and their
terms of appointment are specified in the Articles. The Chairman/CEO has a service
agreement for three years starting from July 1, 2005.
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Raffles Education Corp | ANNUAL REPORT 2006
CORPORATE GOVERNANCE STATEMENT
During the year the AC reviewed and approved the audit plans submitted by
both the internal and external auditors. The AC also reviewed and discussed the
announcements of the quarterly, half-year and full-year results. The AC reviewed the
findings and recommendations from the auditors.
The AC evaluates the assistance given by management to the external auditors and
also reviews any interested person transactions.
The AC has full access to management and is given the resources required for it to
discharge its functions. It has the full authority and discretion to invite any director or
executive officer to attend its meetings.
The AC has undertaken a review of all non-audit services provided by the external
auditors and is satisfied that it does not affect the independence of the auditors.
The AC meets with the external and internal auditors, without the presence of
management, at least once a year.
The external auditors have unrestricted access to the AC. The AC recommends
BDO Raffles to the Board of Directors for re-appointment as external auditors of the
Company.
Internal Controls
The Board believes that, in the absence of any evidence to the contrary, the
system of internal control maintained by the Group throughout the financial year
and up to the date of this report, provides reasonable, but not absolute, assurance
against material financial misstatements or loss, and include the safeguarding of
assets, the maintenance of proper accounting records, the reliability of financial
information, compliance with appropriate legislation, regulation and best practice,
and the identification and containment of business risk. The Board notes that
no system of internal control could provide absolute assurance against the
occurrence of material errors, poor judgement in decision-making, human error,
losses, fraud or other irregularities.
Internal Audit
The size of the operations of the Group does not warrant the Group having an in-house
internal audit function. The internal audit function is outsourced to a firm of certified
public accountants. The internal auditors report directly to the Chairman of the AC.
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ANNUAL REPORT 2006 | Raffles Education Corp
CORPORATE GOVERNANCE STATEMENT
The AC reviews and approves the annual internal audit plans and reviews the scope
and results of internal audit procedures issued by the internal auditors.
All shareholders of the Company receive the annual report, circulars and notices
of the shareholders’ meetings. The notices are also advertised in newspapers. At
shareholders’ meetings, shareholders are given the opportunity to air their views and
ask directors or management questions regarding the Company.
V. OTHERS
Director’s Attendance at Board & Committee Meetings
The number of Board and Committee meetings held in the financial year ended June
30, 2006 and the attendance at those meetings were as follows:
Board Members No. of Meetings No. of Meetings No. of Meetings No. of Meetings
Attended Attended Attended Attended
Chew Hua Seng 4 5* 1* 1
Henry Tan Song Kok 4 5 1 1
Gay Chee Cheong 4 5 1 NA
Chew Chin Hua** 3 4 1 1
Tan Teck Meng*** 2 3 NA NA
Risk Management
The Company regularly reviews and improves its business and operational activities
to take into account the risk management perspective. The Company seeks to
identify areas of significant business risks as well as appropriate measures to control
and mitigate these risks. The Company reviews all significant control policies and
procedures and highlights all significant matters to the AC.
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Raffles Education Corp | ANNUAL REPORT 2006
CORPORATE GOVERNANCE STATEMENT
Securities Trading
The Company has adopted the SGX-ST Best Practices Guide with respect to
the dealings in securities for the guidance of directors and officers. In line with
the guidelines, directors and officers of the Company are not permitted to deal
in the Company’s shares during the period commencing one month before the
announcement of the Company’s results and ending on the date of the announcement
of the relevant results, or when they are in possession of any unpublished price
sensitive information on the Group.
The Company has adopted an internal policy in respect to any transactions with
interested persons and has set out the procedures for periodic review and approval
of these transactions by the AC. For FY2006, there were no interested person
transactions.
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ANNUAL REPORT 2006 | Raffles Education Corp
CORPORATE INFORMATION
BOARD OF DIRECTORS
AUDIT COMMITTEE
NOMINATING COMMITTEE
REMUNERATION COMMITTEE
COMPANY SECRETARIES
REGISTERED OFFICE
AUDITORS
BANKER
HL Bank
20 Collyer Quay
#01-02 Tung Centre
Singapore 049319
SHARE REGISTRAR
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Raffles Education Corp | ANNUAL REPORT 2006
RAFFLES DESIGNERS
T
he Raffles Education Corporation is committed to nurturing creative talents
in the arts and design industry. With 14 design institutes in Asia, namely
Singapore, Bangkok (Thailand), Kuala Lumpur (Malaysia), Mumbai (India),
Sydney (Australia – Raffles KvB), Ho Chi Minh City (Vietnam), and the
remaining eight institutes in the People’s Republic of China located in Shanghai, Beijing,
Huizhou, Changchun, Guangzhou, Ningbo, Changzhou and Wuhan, we provide
premier quality design education in grooming individuals to meet rapidly changing
industry needs.
In 2006, Raffles Design Institute Singapore attained yet another milestone: 16 years
of unrivalled success in grooming top-notch individuals in the fields of Design and
Management.
Award-winners, who now graduate from Raffles Design Institute as Raffles Designers,
constantly challenge the boundaries of expression, innovation and creativity, producing
a solid body of work that exceeds industry standards. We thus, celebrate the
achievements of Raffles Designers, as they lend their creative inspiration to various
industries. Their glowing success marks the continual growth of Raffles Design Institute
as the leading provider of Design and Management courses in the Asia Pacific region,
and we look forward to more golden years to come.
- Frank Hu (Taiwan)
BA (Hons) Fashion Design graduate and winner
of Mercedes-Benz Taiwan Fashion Award 2006.
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ANNUAL REPORT 2006 | Raffles Education Corp
RAFFLES DESIGNERS
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Raffles Education Corp | ANNUAL REPORT 2006
RAFFLES DESIGNERS
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ANNUAL REPORT 2006 | Raffles Education Corp
RAFFLES DESIGNERS
ABOVE: Greg Pritchard (Product Design lecturer) with the finalists for “Shelter in a Cart”
International Design Competition 2006 - Raffles Design Institute, Shanghai
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ANNUAL REPORT 2006 | Raffles Education Corp
RAFFLES DESIGNERS
This competition
allows me to express
my ideas and to work
with the experts
during the making of
Edmund Ooi Kee Seong (Malaysia)
the jewelry. I am glad
Most Promising Designer for Malaysia International Fashion
Award (MIFA) 2006
to witness my design
being realised and given
the opportunity to work
with Larry Jewellery. I
look forward to knowing
how many pieces of my
design will be sold by
the end of the year. This
will be a good indication
of consumer recognition.
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ANNUAL REPORT 2006 | Raffles Education Corp