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Contents
02 Corporate Profile 05 Milestones 06 Financial Highlights 07 Strategic Locations 08 Chairmans Statement 10 Operations Review 12 Board Of Directors 15 Executive Officers 16 Corporate Information 17 Corporate Governance 27 Financial Statements 76 Statistics Of Shareholdings 78 Notice Of Annual General Meeting 83 Proxy Form
This annual report and its contents here has been reviewed by the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGXST). The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 1 Raffles Place, #30-03 OUB Centre, Singapore 048616, telephone (65) 6229 8088.
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We are a one-stop provider of precision plastic injection mould and moulding solutions, focusing on our core competencies in meeting our customers stringent requirements for precision, innovative and aesthetic products.
Corporate Profile
Listed successfully on 10 July 2009 on SGX Catalist, we aim to become the leading provider of choice of precision plastic injection moulding solutions.
Established in 1993, our Group is a provider of precision plastic injection mould design and fabrication, precision plastic injection moulding and value added services. With our verticallyintegrated product offerings and service, we provide design, fabrication and sale of precision plastic injection moulds (MDF), precision plastic injection moulding (PPIM) services and other PPIM-related value added services (Value Added Services) in a one-stop service to global customers in consumer electronics, computer peripherals, automotive and household appliances industries. Headquartered in Singapore, our production facilities are located in Singapore, Malaysia and the PRC, and our products are sold to customers in the United States, Singapore, Europe and Malaysia. Our long-term customers include Apple, Dyson, Hewlett Packard and Automotive Lighting, each of whom is a leading player in their respective industries. In recognition of our quality management systems, our Group achieved the ISO9001:2000 for our MDF and PPIM services. In 2007, we were awarded the Singapore SME 500 Award
20th Annual - Promising SME Crossing the S$50 Million Turnover award, the Singapore SME 500 Companies award and featured in the Singapore Fastest Growing 50 Companies. In addition, we also received numerous customer awards including the Certificate of Appreciation for Most Reliable Business Partner in Mould Fabrication in 2007 by Automotive Lighting and the Green Management System Verification for plastic product range in 2007 by Ausutek Computer Inc.. Listed successfully on 10 July 2009 on SGX Catalist, we aim to become the leading provider of choice of precision plastic injection moulding solutions. Led by a dedicated and experienced management team, with vertically integrated capabilities supported by our cost-effective manufacturing locations and guided by our core product values of precision, innovation and aesthetic, we are committed to providing high standard of product and quality to our global customers.
We design and fabricate intricate and complex precision plastic injection moulds. In addition, we have the capability to fabricate precision moulds with high aesthetic finishing, and we are one of the best in surface polishing. Another of our key strengths is in our ability to build double shot injection tools, and we have perfected such technology over many years. Apart from that, we also build complex engineering tools for some of the most stringent customers in the medical and automotive industry. We have a dedicated team of professional program managers and designers who will study our customers needs and part requirements, and go through a thorough DFM (design-formanufacturing) before proceeding with tool fabrication. Our quality motto is to do things right the first time and to avoid unnecessary wastage.
We have a wide range of machines ranging from 40 tonnes to 1600 tonnes, ensuring that we have the right equipment ready to meet our customers needs. Apart from the mainstream injection moulding, we also offer other specialty machines such as double-shot injection and vertical machines. In addition to plastic injection moulding, we also offer a variety of value-add services for plastic decorative purposes such as laser etching, ultrasonic welding, heat staking, printing, polishing and sub-assembly services. These diversified secondary processes encompass most products entire mechanical engineering requirements; delivering a one-stop, verticallyintegrated solution.
Milestones
Since our inception, JLJ has been growing our operations and customer base rapidly:
Year
1993
Jin Li Mould commenced operations in a 100 sq m factory in Singapore with five employees and five mould fabrication machines to provide MDF products to the computer peripherals industries
1997
Secured Hewlett Packard as a customer by supplying moulds for the production of its printer products
2001
Secured Apple as a customer by supplying high precision moulds with cosmetic finishings for the production of plastic parts/components that are aesthetically pleasing and of high quality finishings for the iMac range of desktop computers
2003
Started providing MDF products for Automotive Lighting, a manufacturer of headlights for major car manufacturers like Mazda, Honda and Toyota Expanded business into the PRC and established EMold Kunshan
2004
Introduced PPIM services and Value Added Services to provide one-stop, integrated service to our customers Relocated Singapore production facility to its current location to allow for production expansion to cope with increasing demand
2005
Awarded Top 50 Fastest Growing and Singapore SME 500 Companies by DP Information Group
2006
Jin Li Mould and EMold Kunshan awarded ISO9001:2000 certifications in recognition of high quality standards of manufacturing process and services Secured Dyson, a major player in the global household appliances industry, as a new customer, for our MDF products Awarded Singapore SME 500 Companies
2007
Awarded Singapore SME 500 Award 20th Annual - Promising SME Crossing the S$50m Turnover Awarded Singapore SME 500 Companies Ranked 19th among Singapore Top 50 Fastest Growing Companies
2008
Jubilee in Malaysia commenced operations Expanded EMold Kunshan to its current capacity
2009
Successfully listed on the Singapore Exchange Securities Trading Limited Catalist on 10 July 2009
Financial Highlights
For the year (S$000) Revenue Gross Profit Profit before income tax Net profit attributable to equity holders Operating cashflow FY2009 60,055 6,625 436 305 4,893 FY2008 50,829 10,838 5,461 4,875 9,644 FY2007 49,010 13,297 6,695 5,784 4,771 FY2006 38,904 5,185 580 82 2,214
As at 31 December (S$000) Total Assets Total Liabilities Total Equity Property, plant and equipment Cash and cash equivalents
Revenue by Segment
28.4%
FY2009
41.4%
FY2008
48.8%
FY2007
38.2%
FY2006
71.6%
58.6%
51.2%
61.8%
Strategic Locations
SINGAPORE
Jin Li Mould Mfg Pte Ltd (Jin Li Mould) started operations in 1993 in a 100 sq m factory in Singapore with five employees and five mould fabrication machines, the Singapore headquarter now boasts a factory area of 4,352 sq m and 218 staff and well equipped with 38 PPIM and 32 MDF machines. The Singapore plant is also a design and technical centre, focusing its capabilities on complex moulds and niche products requiring superior finishing and higher cosmetic features.
CHINA
In year 2003, JLJ expanded its business into the PRC and established EMold Manufacturing (Kunshan) Co., Ltd (EMold Kunshan) with a staff strength of 30 and a production facility of 2,400 sq m. Today, the plant has more than quadruple its area to 10,624 sq m with 575 staff and equipped with 110 PPIM and 30 MDF machines.
CH INA
MALAYSIA
Jubilee Manufacturing Sdn Bhd (Jubilee Manufacturing) commenced operations with production facilities of 1,083 sq m in Johor Bahru, Malaysia in 2008. The plant has since expanded its CNC capabilities with additional machines and is now equipped with 42 PPIM and 42 MDF machines in a 6,047 sq m facility with 117 staff.
Malay sia
Singapore
Chairmans Statement
Our Group registered an 18.2% increase in revenue to S$60.1 million in FY2009 compared with S$50.8 million for the financial year ended 31 December 2008 (FY2008), largely attributed to an increase in revenue from the precision injection moulding (PPIM) segment. Our gross profit and gross profit margins in FY2009 were lower at S$6.6 million and 11.0% respectively (FY2008 gross profit: S$10.8 million, gross profit margins: 21.3%) due to depressed selling prices and strong competitive pressure within the industry. The Groups other income increased by approximately 37.6% to S$0.5 million in FY2009 mainly due to jobs credit assistance from the Government and write-back of bad debts and liquidation cost. This was offset by higher total operating expenses of S$6.7 million which included one-time expenses incurred in relation to our initial public offering. Consequently, we ended the year with a net profit of S$0.3 million. Dear Shareholders On behalf of the Board of Directors, I am pleased to present JLJ Holdings Limiteds (JLJ or the Group) inaugural annual report as a public listed company for the financial year ended 31 December 2009 (FY2009). On 10 July 2009, JLJ was admitted to Catalist, the sponsor-supervised board of the Singapore Exchange where we commenced trading, thus initiating a new phase in our relationship with the public. We welcome you, our new shareholders and thank you for the confidence that you have bestowed through investing in our Group.
lower cost manufacturing facilities in the Peoples Republic of China (the PRC) and Malaysia. Our Johor plant in Malaysia started PPIM operations in the third quarter of FY2009 and new orders which required bigger-tonnage PPIM machines are expected to increase. In PRC, our Kunshan plant is mostly supporting our major customer Apple Inc. (Apple) whose manufacturing activities are based in the country. Being in close proximity to Apples manufacturing sites enable us to provide quick turnaround response time to market and customer trends as well as help to reduce shipping and logistic costs. With our intensified efforts to add-value to our customers and the streamlining of our manufacturing operations, we believe we have laid the groundwork for the growth of our business.
demand for household appliances and computer peripherals have started to pick up in the last quarter of 2009 and we expect to benefit from increased orders from our customers. We will also continue to explore business opportunities in the medical devices sector for the production of plastic parts for medical diagnostic devices and medical precision laboratory equipment, leveraging on our expertise in precision plastic injection moulds and moulding solutions. Financial-wise, the Group will continue to take a disciplined approach in managing our product mix so as to improve margins, increase productivity, tighten costs and conserve cash. With these strategies in place, we remain optimistic about the Groups longer term prospects for sustained revenue and profit growth.
Looking Ahead
While the recessionary conditions appear to have bottomed, global economic recovery remains subdued and we expect the operating environment to continue to remain challenging and competitive in the financial year ending 31 December 2010 (FY2010). However, even amidst an uncertain operating environment, it is imperative that we continue to explore and seize relevant growth opportunities as and when they arise. Going forward, we will be looking into improving our business mix with a focus towards higher margin products and services while continuing our growth in tandem with our major customers. In view of the increasing demand from customers for PPIM services, we anticipate PPIM to be the growth driver for our Group and will concentrate our resources on the PPIM segment as it is a recurring and higher value-added business. Our major customer Apple entered the PRC with the launch of its iPhone in October 2009. We anticipate more orders from Apple with improved consumer sentiment and are exploring capacity expansion for our Kunshan plant. Similarly,
Operations Review
The financial year ended 31 December 2009 (FY2009) was a challenging year for the Group. The electronics sector is one of the sectors hardest hit by the global financial crisis and like most companies, the Group was not spared from the effects of the weakening economic climate. Our customers scaled back on their new business activities in the face of poor consumer sentiments and weaker demand and this had negatively impacted our businesses. In any case, the Group weathered through the downturn and remained profitable and achieved a healthy balance sheet and positive net cash flow from operating activities in FY2009. The PPIM segment contributed approximately S$43.0 million in revenue (accounting for 71.6% of total Group revenue) in FY2009 compared with approximately S$29.8 million in revenue (accounting for 58.6% of total Group revenue) in FY2008. The increase in revenue for PPIM is largely attributed to increased orders from customers. Despite the reduction in selling prices and lower profit margins, PPIMs gross profit was higher at approximately S$7.6 million in FY2009 compared with approximately S$6.7 million in FY2008, in line with the increase in revenue. Balance sheet wise, the Groups current assets increased from approximately S$23.9 million as at 31 December 2008 to approximately S$28.6 million as at 31 December 2009 mainly due to the increase in trade and other receivables as higher PPIM services were delivered in the customer during the fourth quarter of FY2009 (Q4 2009). Likewise, trade and other payables increased also by approximately S$1.5 million largely attributed to the increase in volume for the PPIM segment. The Groups total liabilities increased from approximately S$25.2 million as at 31 December 2008 to approximately S$28.0 million as at 31 December 2009 due mainly to an increase in borrowings by approximately S$1.7 million which in turn was mainly a result of the repayment on term loan and finance lease, offset by the bridging loan secured under the government assistance scheme to assist companies during the credit crunch in 2009. On the Groups cash flow, our net cash from operating activities was an inflow of approximately S$4.9 million in FY2009 mainly due to an increase of approximately S$1.1 million in trade and other payables because of higher volume of PPIM business during Q4 2009, offset by a decrease of approximately S$3.7 million in trade and other receivables as a result of PPIM services being delivered to the customer in Q4 FY2009. Inventories also decreased by approximately S$1.4 million due to the lower MDF projects in progress in FY2009. In FY2008, the net cash from operating activities was an inflow of approximately S$9.6 million mainly due to higher operating profit.
Financial Performance
The Groups revenue increased by approximately S$9.3 million or 18.2% from approximately S$50.8 million in FY2008 to approximately S$60.1million in FY2009. The Groups revenue increase was largely contributed by higher revenue from the Precision Plastic Injection Moulding (PPIM) segment. The Groups gross profit decreased by approximately S$4.2 million or 38.9% from approximately S$10.8 million in FY2008 to approximately S$6.6 million in FY2009 due to the change in the Groups product mix ratio in Plastic Injection Moulds (MDF) and PPIM. The Groups product mix ratio for FY2009 of MDF segment to PPIM segment was 28.4% to 71.6% as compared to 41.4% to 58.6% in FY2008. The MDF segment contributed approximately S$17.1 million in revenue (accounting for 28.4% of total Group revenue) in FY2009 compared with approximately S$21.0 million in revenue (accounting for 41.4% of total Group revenue) in FY2008. The decline in revenue for MDF was due to the delay in the roll-out of new programmes by our major customers as they re-used their existing plastic injection moulds due to the slowdown in demand brought on by the financial crisis. Consequently, MDF incurred a gross loss of approximately S$1.0 million attributed to lower revenue and lower profit margins on the orders.
Net cash from financing activities was an inflow of approximately S$2.3 million in FY2009 as compared to an outflow of approximately S$3.0 million in FY2008 due mainly to the additional term loan secured, net proceeds from share issue of approximately S$3.2 million pursuant to the Companys Initial Public Offering (IPO) and lower dividend paid. The Group ended FY2009 with cash and cash equivalents of approximately S$5.8 million compared with approximately S$2.4 million in FY2008.
We will also actively pursue new programmes from existing customers in different industries such as household appliances. Global household appliance demand is expected to rise 2, driven primarily by market penetration in developing countries and by replacement and upgrading demands as well as new home building in developed markets. We anticipate increased orders from our customers as they will be launching new products. The Group will also continue to explore and develop new business segments and markets such as the medical devices sector. The production of plastic parts for medical diagnostic devices and medical precision laboratory equipment is a high growth potential market 3 and we will capitalise on our expertise in precision plastic injection moulds and moulding solutions to penetrate this new market segment. Going forward, the Group will actively manage its product mix of PPIM services and MDF services to achieve higher value-add and better margins. PPIM segment will continue to be the major growth driver of the Groups business due to the increasing demand from customers for PPIM services. The Group will focus more resources on growing the PPIM segment as it is a recurring revenue business with higher output and provides greater quality and sustainability to our earnings. MDF, nonetheless, will continue to be an important business segment as we can extend our expertise in MDF to provide more value-added services and one-stop total solutions to our customers. The Group will also continue to explore other growth opportunities and pursue synergistic mergers and acquisitions, alliances, collaborative partnerships and joint ventures when available.
Corporate Developments
In July 2009, the Group was admitted to Catalist, the sponsor-supervised board of the Singapore Exchange where we commenced trading as a listed entity. The Group issued a total of 16,000,000 New Shares and of the net proceeds of S$2.8 million, net of IPO related expenses charged to profit and loss of $0.4 million, raised from the IPO, approximately S$1.1 million was utilised for the acquisition of machineries while approximately S$1.1 million was used for working capital.
1 Source: Telecommunications Predictions 2010, Deloitte Touche Tohmatsu Global Technology, Media & Telecommunications Industry Group, January 19, 2010 2 Source: World Major Household Appliances, HYPERLINK http://www.marketresearch.com/vendors/viewvendor.asp?vendorid=1247&SID=92507134-474206148432030778 Freedonia Group Inc, December 1, 2009 3 Source: Medical-device makers bullish on 2010, Plastic News, January 24, 2010 Each of the persons whose websites and/or articles are set out in footnotes (1) to (3) above and containing information (the relevant information) upon which certain statement(s) (the relevant statement(s)) in this section has not consented to the inclusion of the relevant information and is therefore not liable for the relevant statement(s) under sections 253 and 254 of the Securities and Futures Act. While we have taken reasonable action to ensure that the relevant statement(s) have reproduced the relevant information in its proper form and context, we have not verified the accuracy of the relevant information.
Board of Directors
1 Mr Chua Kim Guan Executive Chairman 2 Mr Ng Boon Leng CEO & Executive Director 3 Mr Tan Soon Liang Non-Executive Director 4 Mr Khoo Boo Teck Randolph Independent Director 5 Mr Pao Kiew Tee Independent Director
1 2
Mr. Chua Kim Guan is our Executive Chairman and founding shareholder, and was appointed to our Board on 18 March 2009. He is responsible for the overall future planning, corporate direction of our Group and the management for the Board of Directors of our Company, and has been instrumental in the growth and development of our Group since its founding. He, along with other investors, co-founded our Subsidiary, Jin Li Mould, on 29 July 1993 and assumed the executive directorship of Jin Li Mould since its incorporation. Mr. Chua has more than 25 years of technical and management experience in the plastic injection moulding industry. Prior to 1993, Mr. Chua held the post of Tool Supervisor in various mould manufacturing companies such as Jubilee Mould Sdn Bhd and Li Xin Mould Manufacturing Pte Ltd. Mr. Chuas highest education secondary level education. attained is
Mr. Ng holds a Bachelor of Business in Transport & Logistic Management Degree from the Royal Melbourne Institute of Technology, Australia, as well as a Graduate Diploma in Business Administration from the Singapore Institute of Management.
Mr. Tan Soon Liang is our Non-Executive Director and was appointed to our Board on 9 June 2009. Mr. Tan has more than 10 years of experience in the banking and finance industry, particularly in the field of corporate finance, strategy consulting and execution. Mr. Tan is currently director of Ti Ventures Pte Ltd which provides corporate development and business advisory services to growing companies in Asia. Prior to this role, he was Head of Business Advisory with BDO Raffles Advisory Pte Ltd since April 2006 and responsible for origination and execution of Pre-IPO, mergers and acquisition and growth advisory mandates. He was also an Associate Director of Sirius Venture Consulting Pte Ltd where he was involved in private equity investments and strategy consulting for SMEs. He has full experience in deal origination, evaluation, due diligence, structuring, execution and project management of IPO and fund raising projects in Asia. He was also Director of Sirius Management Services and Pyxis Communications & Consultancy Pte Ltd. From 1997 to 2002, he worked in JP Morgan & Co Inc, as an analyst, in DBS Bank Group as a Deputy Manager in the Equity Capital Markets Department before founding T2 Global Pte Ltd and joining AIA Company Ltd as a financial consultant to provide financial advisory to high net worth individuals and business owners. Mr. Tan graduated from Nanyang Technological University with a Bachelor of Business (Honours) Degree majoring in Financial Analysis in 1997 and subsequently, in 2000, obtained a Master of Business Administration Degree from the University of Hull, United Kingdom. Mr. Tan is also a CFA charterholder and member of CFA Institute.
Mr. Ng Boon Leng is our CEO and Executive Director, and was appointed to our Board on 9 June 2009. He first joined our Group in 2004. He is responsible for developing and implementing marketing strategies and business future plans and prospects and oversees our Groups business and marketing operations. In addition, Mr. Ng is active in building up our Groups reputation and fostering close relationships with the contract manufacturers and OEMs in the PRC market. He has over 20 years of experience in the plastic components industry, of which over 10 years was in a managerial capacity. Prior to joining us, he had over 14 years of managerial and operational experience in the plastic and metal components industry with Emerson Process Management, Apple Computer, Inc, Natsteel Electronics Ltd, and Hewlett Packard (S) Pte Ltd.
Mr. Khoo Boo Teck Randolph is an Independent Director of our Company and was appointed to our Board on 9 June 2009. He is currently a director of Drew & Napier LLC, a corporation of advocates and solicitors, and co-heads its China Dispute Resolution Practice Group. Mr. Khoo commenced his legal career with Drew & Napier. He is an advocate and solicitor of the Supreme Court of Singapore, a Notary Public and a Commissioner for Oaths. He served on the Advocacy Committee of the Law Society of Singapore and he was also an Ad-hoc Adjunct Tutor for the Faculty of Law, National University of Singapore from 1995 to 2001. Mr. Khoo graduated with a degree in law from the National University of Singapore in 1989. He is a Fellow of the Singapore Institute of Arbitrators and the Chartered Institute of Arbitrators as well as a member of the International Bar Association, Society of International Law (Singapore), Law Society of Singapore and the Singapore Academy of Law.
Mr. Pao Kiew Tee is an Independent Director of our Company and was appointed to our Board on 9 June 2009. Mr. Pao is a Senior Government Auditor currently holding the position of Group Audit Director, where he is responsible for leading teams in the audit of financial statements and operation audits of statutory boards and Government-linked companies. Since 1979, Mr. Pao has been a Government Auditor, first as an Audit Senior for the Singapore Government and rose through the ranks to become Assistant Director, Director and currently Group Audit Director. Prior to joining the Singapore Government, Mr. Pao was with an accounting firm in New Zealand between 1977 and 1978. From graduation in 1974 to 1977, Mr. Pao worked for the Commercial Bank of Australia in New Zealand. Mr. Pao holds a Bachelor of Commerce (Accounting) degree granted by University of Otago, Dunedin, New Zealand in 1974 and a Diploma in Banking granted by New Zealand Institute of Banks in 1977. Mr. Pao is a Chartered Secretary and Administrator of United Kingdom and a fellow of the Institute of Certified Public Accountants of Singapore. Mr. Pao is also currently an Independent Director of Communication Design International Limited and the Honorary Treasurer of the Serangoon Gardens Country Club.
Executive Officers
Mr. Choi Swee Weng joined us as our Groups Chief Financial Officer since July 2007. His responsibilities include the full spectrum of the finance and accounting functions as well as budgeting, forecasting, managing the regional cash flow and treasury function, taxation matters and ensuring compliance of statutory audit requirements for the Group. In addition, Mr. Choi is also responsible for corporate development initiatives in relation to mergers and acquisitions, joint ventures and strategic alliances. Mr. Choi has more than 15 years of valuable experience in managing corporate groupings of listed companies and MNCs. Prior to joining our Group, he was the Vice-President of Finance & Operations of Hotel Information Systems Asia Pte Ltd for 10 years and a Financial Controller for Quest Technology Pte Ltd for two (2) years. Mr. Choi is a Fellow Member of the Association of Chartered Certified Accountants.
2
Prior to joining us, Mr. Ng joined Omni Industries Limited from 1995 as a Project Engineer and left in 2003 as a Manufacturing Manager where he was responsible for managing a plant in Malaysia. Prior to joining Omni Industries Limited he was a Product and Tool Designer in Metro Plastics Industry Pte. Ltd. from 1990 to 1995. Mr. Ng holds a Diploma in Production Engineering (Tool and Mould Design) granted by the German Singapore Institute.
Mr. Chee Kum Wah Daniel joined us as the Operations Director of EMold Kunshan in March 2006. Mr. Chee is responsible for managing the moulding and tool making operations and the cost effectiveness of tooling, moulding and assembly processes of our productions in the PRC. He further takes charge of improving current process flows and effectiveness of project and supply chain management. Prior to joining us, Mr. Chee had worked six years in Omni Industries Ltd Limited as an Operations Manager, supervising the day to day operations, sales and tool management. He was also responsible for the strategic relocation of the entire mould making operations of Omni Industries Limited from Singapore in Shanghai, the PRC. Mr. Chee also had experience as an Operations and Corporate Project Manager in Lixin Mould Manufacturing Pte Ltd for five years, where his duties included overseeing, planning, organizing and managing of staff to streamline work processes in the company so as to boost productivity.
Mr. Ng Wee Tong joined us as the Operations Director of EMolding Plastics Industries Pte Ltd (EMold Plastics) in August 2004 and is currently the Singapore and Malaysia Operations Director of our Company since November 2008 and responsible for managing the day to day operations of the moulding and tool making operations of our Singapore and Malaysia Subsidiaries, namely EMold Plastics, Jin Li Mould and Jubilee. He is also in charge of improving current process flows and effectiveness of project and supply chain management of such Subsidiaries.
Corporate Information
JLJ HOLDINGS LIMITED
Company Registration No. 200904797H
Registered Office
19 Keppel Road #03-10 Jit Poh Building Singapore 089058 Tel: (65) 6828 9128 Fax: (65) 6828 9112
Board of Directors
Chua Kim Guan Executive Chairman Ng Boon Leng Chief Executive Officer Tan Soon Liang Non-Executive Director Khoo Boo Teck Randolph Independent Director Pao Kiew Tee Independent Director
Principal Office
No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 Tel: (65) 6483 3520 Fax: (65) 6752 7342 Website: www.JLJ-Holdings.com
Remuneration Committee
Pao Kiew Tee Chairman Khoo Boo Teck Randolph Tan Soon Liang
Auditors
Nexia TS Public Accounting Corporation 5 Shenton Way #16-00 UIC Building Singapore 068808 Audit Partner-in-Charge: Chin Chee Choon
(Appointed since financial year ended 31 December 2009)
Nominating Committee
Khoo Boo Teck Randolph Chairman Pao Kiew Tee Tan Soon Liang
Share Registrar
B.A.C.S. Private Limited 63 Cantonment Road Singapore 089758 Tel: (65) 6593 4848 Fax: (65) 6593 4847 Email: main@bacs.com.sg
Company Secretaries
Lynette Loo Tham Lee Meng
Principal Bankers
DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore 068809
(iv) approving annual budgets, investment proposals; (v) appointing key personnel;
(vi) reviewing financial performance and implement financial policies which incorporate risk management, internal controls and reporting compliance; and (vii) assuming responsibility for corporate governance framework of the Company. To assist in the execution of its responsibilities, the Board is supported by the Nominating Committee, Remuneration Committee and Audit Committee. These committees operate within clearly defined terms of reference and functional procedures, which are reviewed from time to time and endorsed by the Board. As at 31 December 2009, the Audit Committee, the Remuneration Committee and the Nominating Committee each comprised entirely of non-executive directors. Board meetings are held on a regular basis to oversee the business affairs of the Group and approve any financial or business strategies or objectives. Where necessary, additional Board meetings and committee meetings will be held to deliberate on urgent substantive matters. Telephonic attendance and conference via audio communication at Board meetings are allowed under the Companys Articles of Association.
The details of the number of Board meetings held since the listing of the Company till the end of the financial year under review and the attendance of each Board member at those meetings and the meetings of the committees are as follows:
Audit Committee No. of meetings held No. of meetings attended Remuneration Committee No. of meetings held No. of meetings attended Nominating Committee No. of meetings held No. of meetings attended
Name
Mr Chua Kim Guan Mr Ng Boon Leng Mr Tan Soon Liang Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee
*
2 2 2 2 2
2 2 2 2 2
2 2 2 2 2
2* 2* 2 2 2
1 1 1 1 1
1* 1* 1 1 1
1 1 1 1 1
1* 1* 1 1 1
New directors appointed to the Board are given an orientation to the Groups operational facilities and meet up with senior management to provide background information about the Groups history and business operations. In addition, the Board is provided with regular updates with respect to new laws and regulations in order to adapt to the changing commercial risks relating to the business and operations of the Group.
Principle 2:
The Board currently has five members, comprising two independent Directors, one non-executive Director and two executive Directors. As at the date of this report, the Board comprises the following members: Mr Chua Kim Guan Mr Ng Boon Leng Mr Tan Soon Liang Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee Executive Chairman Chief Executive Officer Non-Executive Director Independent Director Independent Director
The Board is of the opinion that its current size and composition is appropriate for decision making, taking into account the scope and nature of the operations of the Group. With two out of five members of the Board being independent, the Company maintains a satisfactory independent element on the Board. The requirement of the Code that at least one third of the Board comprises Independent Directors is satisfied. The Nominating Committee (NC) is satisfied that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. The Independent Directors have confirmed that they do not have any relationship with the Company or its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors independent business judgment with a view to the best interests of the Company.
The Board has three Non-Executive Directors (including two Iindependent Directors) who endeavour to constructively challenge and help develop proposals on strategy and to review the performance of management in meeting goals and objectives. To facilitate a more effective check on management, the non-executive Directors may meet without the presence of management. Key information of directors is set out in pages 13 to 14 of this Annual Report.
Principle 3:
As part of continuous effort to strengthen corporate governance, the roles of the Board Chairman and the Chief Executive Officer (CEO) are assumed by separate persons. Mr Chua Kim Guan, our Executive Director was appointed as Executive Chairman while Mr Ng Boon Leng, our Executive Director, was appointed as CEO. There is a clear separation of the roles and responsibilities of the Chairman and the CEO. This is to ensure appropriate balance of power and authority, accountability and decision making. The Chairman and the CEO are not related to each other. The CEO is responsible for the day-to-day management of the affairs of the Group. He takes a leading role in developing and expanding the businesses of the Group and ensures that the Board is kept updated and informed of the Groups business. The Chairmans responsibilities include: (i) scheduling meetings and leading the Board to ensure its effectiveness and approving the agenda of Board meetings in consultation with the CEO; reviewing key proposals and Board papers before they are presented to the Board and ensuring that Board members are provided with accurate and timely information, ensuring that Board members engage management in constructive debate on various matters including strategic issues and business planning processes; and
(ii)
(iii)
BOARD COMMITTEES Nominating Committee (NC) Principle 4: Principle 5: Board Membership Board Performance
The NC comprises the following directors, the majority of whom, including the Chairman are independent: Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee Mr Tan Soon Liang Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
The Board has approved the written terms of reference of the NC, whose principal functions include the following: (i) making recommendations to the Board on all Board appointments taking into account the directors contribution and performance; reviewing the Board structure, size and composition, having regard to the principles of corporate governance and the Code; identifying and nominating candidates for the approval of the Board to fill vacancies in the Board as and when they arise;
(ii) (iii)
(iv) determining, on an annual basis, whether a director is independent based on the circumstances set forth in the Code; (v) recommending directors who are retiring by rotation to be put up for re-election;
(vi) deciding whether or not a director is able to carry out and has been adequately carrying out his duties as a director of the Company, particularly when he has multiple board representations; and (vii) assessing annually the effectiveness of the Board as a whole and the contribution of each individual director to the effectiveness of the Board. None of our Directors is appointed for a fixed term. Pursuant to the Companys Articles of Association, all directors must submit themselves for re-election at the Annual General Meeting (AGM) at least once every three years and all directors appointed during the year shall retire at the next AGM. Retiring Directors are eligible for re-election. Accordingly, the NC had recommended to the Board that Mr Chua Kim Guan who is due for retirement under Article 88 of the Companys Articles of Association, Mr Pao Kiew Tee and Mr Tan Soon Liang who are due for retirement under Article 89 of the Companys Articles of Association, be nominated for re-appointment at the forthcoming Annual General Meeting. In making the recommendation, the NC had considered the Directors overall contributions and performance. The NC is also responsible for determining annually, the independence of directors. In its annual review, the NC, having considered the guidelines set out in the Code, is of the view that Mr Pao Kiew Tee and Mr Khoo Boo Teck Randolph, are independent. The NC is satisfied that sufficient time and attention are being given by the directors to the affairs of the Company as none of the Directors hold more than 5 directorships in listed companies. The NC has an annual Board performance evaluation to assess the effectiveness of the Board as a whole and a self assessment and peer assessment evaluation to assess the contribution of each director to the effectiveness of the Board by having each director complete a questionnaire each in respect of himself and his peers. The findings are analysed and discussed with a view to implementing any recommendation to enhance the effectiveness of the Board. For FY2009, the NC, in assessing the contribution of each director, had considered each directors attendance and participation at Board and Committee Meetings, his qualification, experience and expertise and the time and effort dedicated to the Groups business and affairs including the managements access to the directors for guidance or exchange of views as and when necessary. In assessing the effectiveness of the Board as a whole, both quantitative and qualitative criteria are considered.
The NC has assessed the current Boards performance to-date and is of the view that the performance of the Board as a whole was satisfactory. Although some of the Board members have multiple board representations, the NC is satisfied that sufficient time and attention has been given by the Directors to the Group.
Principle 6:
Access to Information
The Company recognises the importance of continual dissemination of relevant information which is explicit, accurate, timely and vital to the Board in carrying out its duties. As such, the Board expects the management to report the Companys progress and drawbacks in meeting its strategic business objectives or financial targets and other information relevant to the strategic issues encountered by the Company in a timely and accurate manner. In exercising its duties, the Board has unrestricted access to the Companys management, Company Secretaries and the external auditors. The Company Secretaries attend all Board meetings and ensures that all Board procedures are followed. The Company Secretaries also ensure that the Company complies with the requirements of the Companies Act and the Listing Manual Section B: Rules of Catalist of the SGX-ST (the Catalist Rules). The appointment and removal of the Company Secretary is a matter for the Board as a whole. Each director has the right to seek independent legal and other professional advice as and when necessary to enable him to discharge his responsibilities effectively, the cost of such professional advice will be borne by the Company.
Remuneration Committee (RC) Principle 7: Principle 8: Procedures for Developing Remuneration Policies Level and Mix of Remuneration
The role of the RC is to review and recommend to the Board a framework of remuneration of the Board and key executives of the Group, including but not limited to directors fees, salaries, allowances, bonuses and benefits-in-kind. The RCs recommendations are submitted for endorsement by the Board. The Executive Directors do not receive directors fees. The remuneration package adopted for the Executive Directors is as per service contract entered into between the respective Director and the Company. The remuneration policy for Executive Directors consists of fixed amounts in cash and annual variable incentive. The annual variable incentive is payable on the achievement of individual and corporate performance targets. In setting remuneration packages, the Company takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Groups relative performance and the performance of individual directors.
The non-executive Directors receive directors fees in accordance with their contribution, taking into account factors such as effort and time spent, responsibilities of the directors and the need to pay competitive fees to attract, motivate and retain such nonexecutive Directors. Directors fees are recommended by the Board for approval by the Shareholders at the Companys annual general meeting. On 10 June 2009, the Company entered into separate services agreements with our Executive Directors, namely, Mr Chua Kim Guan and Mr Ng Boon Leng, for an initial period of two (2) years each (the Initial Term) respectively, commencing with effect from the date of admission of the Company to Catalist of the SGX-ST, subject to automatic renewal for a further two (2) year term each on the same terms and conditions upon the expiry thereof. During the Initial Term, the parities may terminate the respective service agreement by either party giving to the other not less than six (6) months notice in writing. Our Group has also previously entered into various letters of employment with all of the executive officers. Such letters typically provide for the salaries payable to the key executives, their working hours, medical benefits, ground of termination and certain restrictive covenants. A summary of each Directors remuneration payable for the financial year ended 31 December 2009 is shown below:
Incentive bonus & other benefits %
Directors Fees %
Salary %
Total %
S$250,000 to S$499,999 Chua Kim Guan Below S$250,000 Ng Boon Leng Tan Soon Liang Pao Kiew Tee Khoo Boo Teck Randolph
98 95
2 5
Directors fees are subject to approval of shareholders at the AGM to be held on 28 April 2010.
Key Executives
The Companys staff remuneration policy is based on the individuals rank and role, his individual performance, Companys performance and industry benchmarking gathered from companies in comparable industries.
The remuneration of the key executives of the Group for the financial year ended 31 December 2009 is shown in the following bands:
Incentive bonus & other benefits %
Salary %
Total %
Below S$250,000 Choi Swee Weng Ng Wee Tong Yeo Bee Choon Chee Kum Wah Daniel
95 92 95 95
5 8 5 5
There is no immediate family member of the Directors in employment with the Company whose remuneration exceeds S$150,000 during the financial year ended 31 December 2009. The Company does not have any employee share option scheme.
Principle 11:
Audit Committee
The AC comprises all Non-Executive Directors, the majority of whom including the Chairman, is independent: Mr Pao Kiew Tee, Mr Khoo Boo Teck Randolph, Mr Tan Soon Liang, Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
The Chairman and members of the AC have many years of experience in business management and finance. The Board is of the view that the members of the AC have sufficient financial management expertise and experience to discharge the ACs functions.
The AC meets periodically to perform the following functions: (a) reviewing the scope and results of the audit undertaken by the independent auditor to ensure that there is a balance between maintenance of their objectivity and cost effectiveness; reviewing the internal audit plans, the scope and results of internal audit procedures; reviewing with the independent auditor the effectiveness of the Groups material internal accounting controls arising from the statutory audit, including financial operational and compliance controls and risk management; reviewing the assistance given by the Companys officers to the independent auditor; reviewing the financial statements and other announcements to Shareholders and the SGX-ST, prior to submission to the Board; conducting investigation into any matter within the ACs scope of responsibility and review any significant findings of investigations; assessing the independence and objectivity of the independent auditor; recommending to the Board on the appointment or re-appointment of independent auditor; and reviewing transactions falling within the scope of Chapter 9 of the Catalist Rules.
(b) (c)
(d) (e)
(f)
The AC also has explicit authority to investigate any matters within its terms of reference, full access to and cooperation by management and full discretion to invite any director or executive officer to attend its meetings and reasonable resources to enable it to discharge its functions properly. In performing its functions, the AC meets the independent auditor, without the presence of the management, at least once a year to review the overall scope of both internal and external audits, and the assistance given by the management to the auditors. Since the Companys admission to the Catalist till the date of this report, the AC has met once the independent auditor without the presence of the management. The AC has reviewed the volume of non-audit services by the independent auditor (see details on page 26, and being satisfied that the nature and extent of such services will not prejudice with the independence and objectivity of the independent auditor, is pleased to recommend to the Board their re-appointment.
The internal and independent auditor have conducted an annual review in accordance with their audit plans, of the effectiveness of the Companys material internal controls, including financial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements were reported to the AC. The AC has also reviewed the effectiveness of the actions taken by management on the recommendations made by the internal and independent auditor in this respect. The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintained by the management that was in place throughout the financial year and up to the date of this report, provides reasonable, but not absolute, assurance against material financial misstatements or losses, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, and the identification and containment of business risks. The AC is satisfied that the internal audit is adequately resourced and has the appropriate standing within the Group. The Board recognises the importance of maintaining a system of internal control processes to safeguard Shareholders investments and the Groups business and assets. The Board notes that no system of internal control could provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human error, losses, fraud or other irregularities. As at the date of this report, the management of the Company is in the process of preparing the Whistle Blowing Policy for ACs review and approval.
Principle 14:
Risk Management
The Group does not have a Risk Management Committee. However, the management regularly reviews the Companys business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The management reviews all significant control policies and procedures and highlights all significant matters to the Board and the AC. The details of the Groups financial and business risks can be found on pages 67 to 73 of this Annual Report.
Dealings In Securities
The Company has adopted as its own internal compliance code, the best practices guide in Rule 1204(18) of the Catalist Rules with regard to dealing in the Companys securities by the directors and officers. Directors, management and officers of the Group who have access to price-sensitive, financial or confidential information are prohibited from dealing in the Companys securities during the periods commencing one month before the half-year and full-year results and ending on the day of the announcement, or when they are in possession of unpublished price-sensitive information on the Group. In addition, Directors, management and officers of the Group are also discouraged from dealing in the Companys shares on short-term considerations.
MATERIAL CONTRACTS
Save for the service agreements between the Executive Directors and the Company, there were no material contracts of the Company or its subsidiaries involving the interest of any Director or controlling shareholder subsisting during the financial year under review.
Non-Sponsor Fees
The nature of non-sponsor services that were rendered by the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd., to the Group and their related fees for the financial year ended 31 December 2009 are as follows:
S$
228,000
Non-Audit Fees
The nature of non-audit services that were rendered by the Companys auditors, Nexia TS Accounting Corporation, to the Group and their related fees for the financial year ended 31 December 2009 are as follows:
S$
143,000
Use of Proceeds
Pursuant to its initial public offering (IPO), the Company issued 16,000,000 new ordinary shares at S$0.27 each. Of the net proceeds of S$2.8 million raised from the IPO, as at the date of this report, a total of S$1.1 million and S$1.1 million have been utilised for the acquisition of machineries and working capital respectively.
Financial Contents
28 Directors Report 31 Statement by Directors 32 Independent Auditors Report 34 Balance Sheets 35 Consolidated Statement of Comprehensive Income 36 Consolidated Statement of Changes in Equity 37 Consolidated Cash Flow Statement 38 Notes to the Financial Statements
Directors Report
For the financial year ended 31 December 2009
The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 December 2009 and the balance sheet of the Company as at 31 December 2009.
Directors
The directors of the Company in office at the date of this report are as follows: Chua Kim Guan Ng Boon Leng Pao Kiew Tee Khoo Boo Teck Randolph Tan Soon Liang (appointed on 18 March 2009) (appointed on 9 June 2009) (appointed on 9 June 2009) (appointed on 9 June 2009) (appointed on 9 June 2009)
The Company
(Numbers of ordinary shares) Chua Kim Guan Ng Boon Leng Tan Soon Liang
The directors interests in the ordinary shares of the Company as at 21 January 2010 were the same as those as at 31 December 2009. By virtue of section 7 of the Companies Act, Cap 50, Chua Kim Guan is deemed to have interests in the shares of all the Companys subsidiaries at the end of the financial year.
Share options
During the financial year, there were:(i) (ii) no options granted by the Company to any person to take up unissued shares of the Company or its subsidiaries; and no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
As at the end of the financial year, there were no unissued shares of the Company under option.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows: Pao Kiew Tee (Chairman) Khoo Boo Teck Randolph Tan Soon Liang All members of the Audit Committee are independent and non-executive directors. The Audit Committee carried out its functions in accordance with Section 201B (5) of the Act. In performing those functions, the Committee carried out the following: Reviewing the scope and the results of audit undertaken by the independent auditor to ensure that there is a balance between maintenance of their objectivity and cost effectiveness. Reviewing the internal audit plans, the scope and results of internal audit procedures. Reviewing with the independent auditor the effectiveness of the Groups material internal accounting control arising from the statutory audit, including financial operational and compliance controls and risk management. Reviewing the assistance given by the Companys officers to the independent auditor. Reviewing the financial statements and other announcements to Shareholders and the SGX-ST, prior to submission to the Board. Conducting investigation into any matter within the ACs scope of responsibility and review any significant findings of investigations. Assessing the independence and objectivity of the independent auditor. Recommending to the Board on the appointment and re-appointment of independent auditor.
Independent Auditor
The independent auditor, Nexia TS Public Accounting Corporation, has indicated its willingness to accept re-appointment.
Statement by Directors
For the financial year ended 31 December 2009
In the opinion of the directors, (a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 34 to 75 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2009 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
(b) (c)
Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to 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 the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of 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, a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2009, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the independent auditor, have been properly kept in accordance with the provisions of the Act.
b)
Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants Director in-charge: Chin Chee Choon Appointed since financial year ended 31 December 2009
Balance Sheets
As at December 2009
Note 2009 $ Group 2008 $ 2009 $ Company 2008 $
ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets
4 5 6 7
Non-current assets Investments in subsidiaries Property, plant and equipment Intangible assets
8 9 10
Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Current income tax liabilities
11 12
12 14
Total liabilities NET ASSETS EQUITY Share capital Foreign currency translation reserves Retained earnings Other reserves Total equity
15
Revenue Cost of sales Gross profit Other income Expenses Selling and distribution Administrative expenses Other operating Finance expenses Profit before income tax Income tax expense Net profit for the financial year Other comprehensive (loss)/income after tax Currency translation differences Total comprehensive (loss)/income for the financial year Profit attributable to equity holders of the Company Net comprehensive (loss)/income attributable to equity holders of the Company Earnings per share Basic (cents)
16
17
502,574
20
(946,687) (3,973,836) (90,717) (730,965) 5,461,147 (586,476) 4,874,671 949,433 5,824,104 4,874,671 5,824,104
21
22
0.26
4.53
2009 Beginning of financial year Subscribers share Share swap pursuant to restructuring exercise Share issued for acquisition of subsidiaries Share issued in pursuant to IPO Share issue expenses Total comprehensive (loss)/income for the financial year As at 31 December 2009 2008 Beginning of financial year Total comprehensive income for the financial year Dividends paid As at 31 December 2008
1.2 15 15 15 15
286,102 (286,102)
7,281,544 7,281,544
286,102 286,102
23
Cash flows from operating activities Net profit Adjustments for: Income tax expense Amortisation and depreciation Loss on disposal of property, plant and equipment Interest income Interest expense Unrealised translation (gains)/losses Operating cash flow before working capital changes Change in working capital Inventories Trade and other receivables Other current assets Trade and other payables Cash generated from operations Interest received Income tax paid Net cash provided by operating activities Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from bank borrowings Repayment of finance lease liabilities Interest paid Proceeds from issuance of ordinary shares Dividend paid to shareholder Decrease in short-term bank deposits pledged Net cash provided by/(used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Effect of currency translation on cash and cash equivalents Cash and cash equivalents at end of financial year
305,171
4,874,671
9, 10 17 20
2,146,570 (1,055,783) (947,797) 3,200,935 (1,125,656) 75,951 2,294,220 3,510,601 2,448,878 (111,154) 5,848,325
1,542,445 (1,220,446) (730,965) (3,027,526) 409,082 (3,027,410) 241,115 1,959,482 248,281 2,448,878
Corporate Information
1.1. The Company
The Company was incorporated in the Republic of Singapore on 18 March 2009 under the Singapore Companies Act as a private limited company under the name of JLJ Holdings Pte Ltd. Its registered office is at 19 Keppel Road #03-10 Jit Poh Building, Singapore 089058. The financial year of the Company presented in this set of financial statements relates to the period from 18 March 2009 (date of incorporation) to 31 December 2009. The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are disclosed in Note 8. On 10 July 2009, the Company was admitted to the official list of Singapore Exchange Securities Trading Limited.
(ii) EMold Holding, comprising 5,220,405 ordinary shares in the capital of EMold Holding, for an aggregate consideration of $18,236,184, which was satisfied by an issuance of 18,236,184 ordinary shares, credited as fully paid, to the Executive Chairman, Chua Kim Guan on 8 June 2009. The purchase consideration was based on the adjusted NAV of EMold Holding as at 31 December 2008 as agreed upon on a willing seller willing buyer basis; and (iii) EMold Plastics, comprising 300,000 ordinary shares in the capital of EMold Plastics, for an aggregate consideration of $1, which was satisfied by an issuance of one ordinary share, credited as fully paid, to the Executive Chairman, Chua Kim Guan on 8 June 2009. The purchase consideration was agreed upon on a willing seller willing buyer basis after taking into account the NAV of EMold Plastics as at 31 December 2008 which was negative.
(b) Pursuant to an agreement between the Executive Chairman, Chua Kim Guan and Tan Soon Liang, Chua Kim Guan agreed to sell and Tan Soon Liang agreed to purchase 2,471,026 ordinary shares which is equivalent to 2% of the post-Placement share capital of the Company at an aggregate consideration of $2,000. The consideration was arrived at on a willing buyer willing seller basis. (c) Pursuant to an agreement between PrimePartners Corporate Finance Pte. Ltd. (PPCF) and the Executive Chairman, Chua Kim Guan in relation to the Management Agreement on part payment for PPCFs fees as the Manager and Sponsor, Chua Kim Guan agreed to transfer 1,851,852 ordinary shares which is equivalent in value to $500,000 (being part of PPCFs fees) as based on the Placement Price.
(a) Basis of Preparation (contd) Interpretations and amendments to published standards effective in 2009 (contd)
The following are the new or revised FRS and INT FRS that are relevant to the Group: FRS 1 (revised) Presentation of financial statements (effective from 1 January 2009). The revised standard prohibits the presentation of items of income and expenses (that is, non-owner changes in equity) in the statement of changes in equity. All non-owner changes in equity are shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has chosen to adopt the former alternative. Where comparative information is restated or reclassified, a restated balance sheet is required to be presented as at the beginning comparative period. There is no restatement of the balance sheet as at 1 January 2008 in the current financial year. FRS 108 Operating segments (effective from 1 January 2009) replaces FRS 14 Segment reporting, and requires a management approach, under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. Segment revenue, segment profits and segment assets are also measured on a basis that is consistent with internal reporting. Amendment to FRS 107 Improving disclosures about financial statements (effective from 1 January 2009). The amendment requires enhanced disclosures about fair value measurement and liquidity risk. The adoption of the amendment results in additional disclosures but does not have an impact on the accounting policies and measurement bases adopted by the Group.
Consolidation of the subsidiaries in Peoples Republic of China (PRC) and Malaysia are based on the subsidiaries financial statements prepared in accordance with FRS. Profits reflected in the financial statements prepared in accordance with FRS may differ from those reflected in PRC and Malaysia statutory financial statements of the subsidiaries, prepared for PRC and Malaysia reporting purposes. In accordance with those laws and regulations, profit available for distribution by the PRC and Malaysia subsidiaries are based on the amounts stated in their respective statutory financial statements.
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.
(v) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the income statement.
(f) Inventories
Inventories are carried at the lower of cost and net realisable value. (i) (ii) Cost of raw materials are determined using the first-in, first-out basis; and Cost of finished goods are determined on a specific identification basis. Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
(i)
(j)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the balance sheet date are included in current borrowings in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in non-current borrowings in the balance sheet.
(k) Leases
The Group leases certain property, plant and equipment under finance leases and offices, warehouses and worksite premises under operating leases from non-related parties. (i) Finance leases Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as finance leases. The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the balance sheet as plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments. Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in the income statement on a basis that reflects a constant periodic rate of interest on the finance lease liability. (ii) Operating leases Leases of office unit where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in the income statement when incurred.
(l)
(ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and (iii) All resulting currency translation differences are recognised in the currency translation reserve.
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
(t) Dividends
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial statements in which the dividends are approved by the shareholders.
1,429,781 1,429,781
For the purpose of presenting the consolidated cash flow statement, the cash and cash equivalents comprise the following:
Group Company
2009 $
2008 $
2009 $
2008 $
Cash and cash equivalents (as above) Less: Shortterm bank deposits pledged to secure bank borrowings (Note 12) Less: Bank overdrafts (Note 12) Cash and cash equivalents as per consolidated cash flow statement
1,429,781 1,429,781
Trade receivables: Non-related parties Related parties 14,748,226 14,748,226 Less: Allowance for impairment of receivables non-related parties Trade receivables net Advances to suppliers Non-trade amounts due from subsidiaries Other receivables 10,364,831 135,742 10,500,573
The non-trade amounts due from subsidiaries are unsecured, interest-free and are repayable on demand.
6 Inventories
2009 $ Group 2008 $ 2009 $ Company 2008 $
The cost of inventories recognised as an expense and included in cost of sales amounted to $30,838,093 (2008: $17,465,420).
40,706 40,706
8 Investments in Subsidiaries
2009 $ Company 2008 $
Equity investments at cost Beginning of financial year/date of incorporation Acquisition during the financial year (Note 1.2) End of financial year
21,510,248 21,510,248
Name of subsidiary
Principal activities
Held by the Company Jin Li Mould Manufacturing Pte Ltd (a) EMolding Plastics Industries Pte Ltd (a) EMold Holding Pte Ltd (a) Held by the subsidiaries Jubilee Manufacturing Sdn Bhd (b) EMold Manufacturing (Kunshan) Co. Ltd (c)
Manufacturers and dealers of precision plastic and metal mould Manufacturers and dealers of precision plastic Investment holdings
Manufacturers and dealers of precision plastic and metal mould Manufacturers and dealers of precision plastic and metal mould
100 100
100 100
(a) Audited by Nexia TS Public Accounting Corporation, Singapore. (b) Audited by SSY Partners Chartered Accountants, Malaysia a member firm of Nexia International for local statutory purposes. For the purposes of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation. (c) Audited by Suzhou Jing An Certified Public Accountants Co., Ltd for local statutory purposes. For the purposes of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation.
Group 2009 Cost Beginning of financial year Currency translation Additions Disposals End of financial year
Total $
Accumulated Depreciation Beginning of financial year 11,427,232 Currency translation (112,964) Depreciation charge 3,346,931 Disposals (127,377) End of financial year 14,533,822 Net book value at end of financial year 19,124,959 Group 2008 Cost Beginning of financial year Currency translation Additions Disposals End of financial year
Accumulated Depreciation Beginning of financial year 8,373,358 Currency translation 127,240 Depreciation charge 2,935,932 Disposals (9,298) End of financial year 11,427,232 Net book value at end of financial year 18,797,662
Included in additions in the consolidated financial statements are plant and machinery, and motor vehicle acquired under finance leases amounting to $1,097,981 (2008: $350,000) and $18,013 (2008: $Nil) respectively. The carrying amounts of plant and machinery and motor vehicles under finance lease are $2,837,587 (2008: $8,829,585) and $34,839 (2008: $45,587) respectively at the balance sheet date. Bank borrowings are secured on plant and machinery of the Group with carrying amount of $2,667,514 (2008: $941,045) [Note 12 (a)].
10 Intangible assets
Computer software licenses
2009 $ Group 2008 $ 2009 $ Company 2008 $
Cost Beginning of financial year Currency translation differences Additions End of financial year Accumulated amortisation Beginning of financial year Currency translation differences Amortisation charge End of financial year Net book value
Trade payables non-related parties Accrued operating expenses Advances received from customers Dividend payable Non-trade amounts due to director Payable for purchase of property, plant and equipment Other payables
The non-trade amounts due to director are unsecured, interest-free and are repayable on demand.
12 Borrowings
2009 $ Group 2008 $ 2009 $ Company 2008 $
Current Bank overdrafts (Note 4) Bank borrowings Finance lease liabilities (Note 13) Bills payable
The exposure of the borrowings of the Group and the Company to interest rate changes and the contractual repricing dates at the balance sheet dates are as follows:
Group Company
2009 $
2008 $
2009 $
2008 $
12 Borrowings (contd)
2009 %
2008 %
2009 %
2008 %
Minimum lease payments due: Not later than one year Between two to five years Less: future finance charges Present value of finance lease liabilities
2009 $
2008 $
2009 $
2008 $
Not later than one year Between two to five years Total
Accelerated tax depreciation Beginning of financial year Effect of change in Singapore tax rate Profit or loss (Note 21) Credited to profit and loss End of financial year
2009 $
2008 $
2009 $
2008 $
Deferred income tax liabilities to be settled within one year to be settled after one year
15 Share Capital
Group and Company Number of Ordinary Shares Amount $
Incorporation date (Note 1.2) Issuance of shares pursuant to the Restructuring Exercise (Note 1.2) After share split Issuance of shares pursuant to initial public offering Share issue expenses
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. At an Extraordinary General Meeting held on 9 June 2009, the shareholder approved, inter alia, the sub-division of the entire share capital of the Company into 5 ordinary shares for every one existing ordinary shares. Pursuant to the initial public offering, the Company issued 16,000,000 ordinary shares for a total consideration of $3,200,935, net of listing expenses of $1,119,065, for cash. The newly issued shares rank pari passu in all respects with the previously issued shares. As the Company officially took over the Group subsequent to 31 December 2008, the share capital in the consolidated balance sheet as at 31 December 2008 represented the Groups share of registered capital of Jin Li Mould Manufacturing Pte Ltd, EMolding Plastics Industries Pte Ltd and EMold Holding Pte Ltd, in which the equity holders of the Company held direct interests.
16 Revenue
2009 $ Group 2008 $
Provision of precision plastic injection moulding services (PPIM) Design, fabrication and sale of precision plastic injection moulds (MDF)
Interest income Sales of scrap and other materials Reversal of allowance for impairment of trade receivables Write-back of accrual operating expenses Government Grant Jobs credit scheme Loss on disposal of property, plant and equipment Other
The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help business preserve jobs in the economic downturn. The Jobs Credit will be paid to eligible employers in 2009 in four payments and the amount an employer can receive would depend on the fulfillment of the conditions as stated in the scheme.
18 Expenses by Nature
Note 2009 $ Group 2008 $
Purchases of inventories Amortisation of intangible assets (Note 10) Depreciation of property, plant and equipment (Note 9) Total amortisation and depreciation Allowance for impairment of trade receivables Employee compensation (Note 19) Freight charges IPO related expenses Net foreign exchange loss Rental expense on operating lease Travelling, transportation and entertainment Utilities, water and electricity Workshop, repair and maintenance Changes in inventories
10
29,415,052 58,703 4,833,459 4,892,162 14,833,459 1,186,724 453,281 303,670 1,192,137 655,381 1,953,714 1,272,290 1,423,041
19,284,066 36,965 4,252,404 4,289,369 49,200 11,757,160 953,959 90,717 994,487 844,071 1,690,823 1,466,026 (1,818,646)
19 Employee Compensation
2009 $ Group 2008 $
Wages and salaries Employers contribution to defined contribution plans, including Central Provident Fund (CPF) Other benefits
20 Finance Expenses
2009 $ Group 2008 $
Interest expense: Bills payable Factoring of trade receivables without recourse Bank overdraft Bank borrowings Finance lease
21 Income Taxes
2009 $ Group 2008 $
Income tax expenses attributable to profit is made up of: Profit from current financial year: Current income tax Singapore Foreign Deferred income tax (Note 14) Under provision of current income tax in prior financial years
Profit before income tax Income tax using standard rate of 17% (2008: 18%) Effects of: Change in Singapore tax rate (Note 14) Different tax rates in other countries Expenses not deductible for tax purpose Income not subject to tax Statutory tax exemption Tax incentives Deferred tax assets not recognised Capital allowances Other Tax charge
436,040 74,127 (53,211) (63,306) 320,685 (43,671) (25,925) 481,502 (651,033) 39,168
5,461,146 983,006 302,863 102,877 (86,071) (27,450) (796,767) 74,239 (97,413) (7,296) 447,988
2009 $
2008 $
Net profit attributable to equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share Basic earnings per share (SGD cents per share)
There are no dilutive potential ordinary shares during the financial year.
23 Dividends
2009 $ Group 2008 $
Ordinary dividends Final dividend paid in respect of the previous financial year of 2005 & 2008
3,675,853
2009 $
2008 $
236,280 1,512,340
Other related parties are entities with common direct or indirect shareholders and/or directors or management. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operating decisions.
Salaries and wages Employers contribution to defined contribution plans, including Central Provident Fund
Key management compensation including directors remuneration amounting to $524,331 (2008: $552,639).
25 Commitments
The Group has an operating lease agreement for land which contains renewable options and escalation clauses. The future aggregate minimum lease payable under operating leases contracted for at the balance sheet date but not recognised as liabilities, are analysed as follows:
Group
2009 $
2008 $
Not later than one year Between two and five years
26 Segment Information
Management has determined the operating segments based on the reports reviewed by the Executive Committee (Exco) that are used to make strategic decisions. The Exco comprises the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer, and the department heads of each business within each geographical segment. The Exco considers the business from both a geographic and business segment respective. Geographically, management manages and monitors the business in the four primary geographic areas: USA, Singapore, Malaysia and Europe. All geographic locations are engaged in the provision of PPIM and MDF.
Revenue external parties Gross profit/(loss) Other income Expenses Selling and distribution Administrative expenses Other operating Finance Profit before income tax Income tax expense Net profit Net profit includes: Depreciation Amortisation Total assets Total assets includes: Additions to property, plant and equipment Total liabilities
42,992,911 7,615,061
17,062,170 (989,851)
2,083,994 23,657,001
3,342,541 5,956,357
817,271 3,059,706
4,159,812 9,016,063
Revenue external parties Gross profit Other income Expenses Selling and distribution Administrative Othe operating Finance Profit before income tax Income tax expense Net profit Net profit includes: Depreciation Amortisation Total assets Total assets includes: Additions to property, plant and equipment Total liabilities
29,802,670 6,691,628
21,026,725 4,146,546
1,438,342 15,166,924
2,467,021 4,266,009
2,243,338 4,739,245
4,710,359 9,005,254
There is no inter-segments sales. The revenue from external parties reported to the Exco is measured in a manner consistent with that in the statement of comprehensive income. The Exco assessed the performance of the operating segments based on gross profit. Selling and distribution, administrative, other operating, finance expenses and other income are not allocated to segments.
2009 $
2008 $
Segment assets for reportable segments Unallocated: cash and cash equivalents property, plant and equipment trade and other receivables other current assets
2009 $
2008 $
Segment liabilities for reportable segments Unallocated: trade and other payables borrowings current income tax liabilities deferred income tax liabilities
Geographical information
The Groups two business segments operate in four main geographical areas: Singapore the Company is headquartered and has operations in Singapore. The operations in this area are principally the provision of PPIM and MDF; Peoples Republic of China the operations in this area are principally the provision of PPIM and MDF; Malaysia the operations in this area are principally the provision of MDF, and Europe the operations in this area are principally the provision of MDF.
The Groups revenue, based on the customers geographical location, are mainly in the following countries:
Group
2009 $
2008 $
Group 2009 Financial assets Cash and cash equivalent Trade and other receivables Other financial assets
1,252,813 1,252,813
1,562,403 1,562,403
Net financial assets/ (liabilities) Add: Net financial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of financial assets/(liabilities)
(20,493,174)
13,684,958
1,433,204
1,350,789
(4,024,223)
11,823,688 (8,669,486)
13,684,958
(9,133,522) (7,700,318)
625,541 1,976,330
Group 2008 Financial assets Cash and cash equivalent Trade and other receivables Other financial assets
1,777,195 1,777,195
337,173 337,173
Net financial assets/ (liabilities) Add: Net financial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of financial assets/(liabilities)
(18,334,400)
9,519,493
124,649
1,312,881
(7,377,377)
17,950,455 (383,945)
9,519,493
(124,649)
(116,013) 1,196,868
Company 2009 Financial assets Cash and cash equivalent Trade and other receivables
If the USD change against the SGD by 5% for each financial year with all other variables including tax rate being held constant, the effects arising from the net financial liability/ asset position to the combined profit or loss will be as follows:
Group 2009 $ 2008 $ Company 2009 $
(684,248) 684,248
(475,975) 475,975
If other foreign currencies change against the SGD by 5% for each financial year with all other variables including tax rate being held constant, the effects arising for the net financial liability/asset position to the net profit of the Group and the Company will not be significant. (ii) Cash flow and fair value interest rate risks 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 fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest bearing assets and liabilities, the Groups income and operating cash flows are substantially independent of changes in market interest rates.
2009 $
2008 $
By types of customers Related parties Nonrelated parties Multinational companies Other companies
(i)
Financial assets that are neither past due nor impaired Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group and the Company.
(ii)
Financial assets that are past due and/or impaired There is no other class of financial assets that is past due and/or impaired except for trade receivables. The age analysis of trade receivables past due but not impaired is as follows:
Group
2009 $
2008 $
2009 $
2008 $
49,200 (49,200)
Beginning of financial year Allowance made Allowance written back End of financial year
2,046,292 2,046,292
1,526,571 1,526,571
1,292,203 1,292,203
188,668
2009 $
2008 $
2009 $
2008 $
188,668 24,097,720
(a) Amendments to FRS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items (effective for annual periods beginning on or after 1 July 2009)
This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. The Group will apply this amendment from 1 January 2010, but it is not expected to have a material impact on the financial statements.
(b) INT FRS 117 Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009)
INT FRS 117 clarifies how the Group should measure distributions of assets, other than cash, to its owners. INT FRS 117 specifies that such a distribution should only be recognised when appropriately authorised, and that the dividend should be measured at the fair value of the assets to be distributed. The difference between the fair value and the carrying amount of the assets distributed should be recognised in profit or loss. INT FRS 117 applies to pro rata distributions of non-cash assets except for distributions to a party or parties under common control. The Group will apply INT FRS 117 from 1 January 2010, but it is not expected to have a material impact on the financial statements.
(d) FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009).
FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The Group will apply FRS 27 (revised) prospectively to transactions with minority interests from 1 January 2010.
(e) FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
FRS 103 (revised) continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through profit or loss. There is a choice on an acquisition-byacquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interests proportionate share of the acquirees net assets. All acquisition-related costs should be expensed. The Group will apply FRS 103 (revised) prospectively to all business combinations from 1 January 2010.
Statistics of Shareholdings
As at 25 March 2010
Issued and fully paid-up capital Number of shares issued Class of shares Voting rights Treasury Shares : : : : : S$24,711,184.00 123,551,245 shares Ordinary share One vote per share Nil
Distribution of Shareholdings
Size of Shareholdings No. of Shareholders % No. of Shares %
2 70 135 8 215
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Chua Kim Guan Ng Boon Leng Mayban Nominees (S) Pte Ltd Tan Soon Liang (Chen Shunliang) United Overseas Bank Nominees Pte Ltd PrimePartners Corporate Finance Pte. Ltd. DMG & Partners Securities Pte Ltd Sim Heok Hoo Khoo Peng Ang Ng Ngee Siong (Huang Yixiang) Tang Bee Leng Liow Thiam Bock Tan Chong Yee Toh Cheng Hong Tan Kui Heong Chan Chong Beng Ang Poon Beng Teng Yew Meng Wang Wai Keong @ Wong Wai Keong Lee Kuan Hoe Total:
82,857,997 10,370,370 7,000,000 2,471,026 2,163,000 1,851,852 1,848,000 1,040,000 750,000 667,000 567,000 531,000 476,000 439,000 435,000 395,000 366,000 366,000 366,000 340,000 115,300,245
67.06 8.39 5.67 2.00 1.75 1.50 1.50 0.84 0.61 0.54 0.46 0.43 0.38 0.35 0.35 0.32 0.30 0.30 0.30 0.27 93.32
Substantial Shareholders
(As recorded in the Register of Substantial Shareholders)
Direct Interest Deemed Interest
89,857,997 10,370,370
72.73 8.39
7,000,000 shares are registered in the name of Mayban Nominees (S) Pte Ltd.
As Ordinary Business
1. To receive and adopt the Audited Financial Statements of the Company for the financial year ended (Resolution 1) 31 December 2009 together with the Directors Report and the Auditors Report thereon. To declare a tax exempt First and Final Dividend of 0.06 cent per ordinary share for the financial year (Resolution 2) ended 31 December 2009. To approve Directors fees of S$37,500 for the financial year ended 31 December 2009. (FY 2008: S$Nil) (Resolution 3)
2.
3. 4.
To re-elect Mr Chua Kim Guan, a director retiring pursuant to Article 88 of the Companys Articles of (Resolution 4) Association. To re-elect the following Directors who are retiring pursuant to Article 89 of the Company Articles of Association: (i) (ii) Mr Pao Kiew Tee Mr Tan Soon Liang (Resolution 5) (Resolution 6)
5.
Mr Pao Kiew Tee will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and Remuneration Committee and a member of the Nominating Committee. He is considered independent for purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual (Catalist Rules) of the Singapore Exchange Securities Trading Limited (SGX-ST). Mr Tan Soon Liang will, upon re-election as a Director of the Company, remain as a member of the Audit Committee, Nominating Committee and Remuneration Committee respectively, and is considered non-independent for the purposes of Rule 704(7) of the Catalist Rules. 6. To re-appoint Messrs Nexia TS Public Accounting Corporation as Auditors of the Company and to authorise (Resolution 7) the Directors to fix their remuneration. To transact any other business which may properly be transacted at an Annual General Meeting.
7.
As Special Business
To consider and, if thought fit, to pass the following resolution as Ordinary Resolutions, with or without modifications:8. Authority to Issue and Allot Shares (Share Issue Mandate) That pursuant and subject to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Catalist Rules, and the Articles of Association of the Company, authority be and is hereby given to the Directors of the Company to: (a) (i) issue shares in the capital of the Company (Shares) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to (i) the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion deem fit, and (b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided that: (i) the aggregate number of Shares does not exceed one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) (calculated in accordance with (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to the shareholders of the Company shall not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares) (calculated in accordance with (ii) below); (ii) (subject to such manner of calculation and adjustments as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under subparagraph (b)(i) above, the percentage of the total number of issued Shares (excluding treasury shares) shall be based on the Companys total number of issued Shares at the date of the passing of this Resolution, after adjusting for Shares that may be issued arising from (a) the conversion or exercise of convertible securities or share options or (b) the vesting of share awards outstanding or subsisting at the time of passing of this Resolution; and (c) any subsequent bonus issue, consolidation or subdivision of Shares; In exercising this authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, Chapter 50 and otherwise, and the Memorandum and Articles of Association of the Company;
Unless previously revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting (AGM) of the Company or the date by which the next AGM is required by law to be held, whichever is earlier. [See Explanatory Note (i)] (Resolution 8) 9. Authority to issue Shares (other than on a pro-rata basis to shareholders) at a discount exceeding 10% but not more than 20% That, conditional upon the passing of Resolution 8 above, but without limiting the effect of the authority in Resolution 8, approval be and is hereby given to the Directors to issue Shares other than on a pro-rata basis to shareholders of the Company, (whether in pursuance of any offer, agreement or option made or granted by the Directors in their absolute discretion) at an issue price per Share which is at a discount to the weighted average of the prices of the Shares for trades done on the Catalist (as determined in accordance with the requirements of the SGX-ST) exceeding ten per cent. (10%) but not more than twenty per cent. (20%) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit, provided that: (a) in exercising the authority conferred by this resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, Chapter 50 and otherwise, and the Memorandum and Articles of Association of the Company; and (b) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until 31 December 2010 or such other date as may be determined by the SGX-ST, but in any event not later than the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (ii)] (Resolution 9)
Lynette Loo Tham Lee Meng Company Secretaries Singapore, 12 April 2010
Explanatory Notes on Resolutions to be passed: (i) Ordinary Resolution 8, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company up to an amount not exceeding one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) of the Company, of which up to fifty per cent. (50%) may be issued other than on a pro rata basis to shareholders. This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. (ii) Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue Shares which is at a discount to the weighted average of the prices of the Shares for trades done on the Catalist (as determined in accordance with the requirements of the SGX-ST) exceeding ten per cent. (10%) but not more than twenty per cent. (20%) without seeking any further approval from shareholders in general meeting but within the limitation imposed by the resolution. This authority will be in effect until 31 December 2010 or such other date as may be determined by the SGX-ST, but in any event not later than the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. Notes:1. A Member shall not be entitled to appoint more than two proxies to attend and vote at the Annual General Meeting (the Meeting) on his behalf. A Member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company. 2. The instrument appointing a proxy shall, in the case of an individual, be signed by the appointor or his attorney, and in case of a corporation, shall be either under the Common Seal or signed by its attorney or an officer on behalf of the corporation. 3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 19 Keppel Road, #03-10 Jit Poh Building Singapore 089058 not less than 48 hours before the time appointed for the holding of the Meeting.
IMPORTANT 1. For investors who have used their CPF monies to buy shares of JLJ Holdings Limited, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to vote should contact their CPF Approved Nominee.
Proxy Form
(Company Registration No. 200904797H) (Incorporated in the Republic of Singapore)
I/We, of
NRIC/Passport No.
as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalf and, if necessary to demand a poll, at the Annual General Meeting of the Company to be held on Wednesday, 28 April 2010 at 9.30 a.m. and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as indicated hereunder. If no specific directions as to voting is given or in the event of any item arising not summarised below, the *proxy/proxies will vote or abstain from voting at *his/their discretion.
To be used on a show of hands For** Against** To be used in the Event of a Poll No. of Votes For *** No. of Votes Against ***
No.
Resolutions
1 2 3 4 5 6 7 8 9
Adoption of Audited Financial Statements, Directors Report and Auditors Report for the financial year ended 31 December 2009. Declaration of a First and Final Dividend for the financial year ended 31 December 2009. Approval of Directors fees amounting to S$37,500 for the financial year ended 31 December 2009. Re-election of Mr Chua Kim Guan as Director. Re-election of Mr Pao Kiew Tee as Director. Re-election of Mr Tan Soon Liang as Director. Re-appointment of Messrs Nexia TS Public Accounting Corporation as Auditors. Authority to allot and issue new shares pursuant to the Share Issue Mandate. Authority to issue new shares (other than pro rata to shareholders) at a discount exceeding 10% but more than exceeding 20%.
Delete accordingly.
** Please indicate your vote For or Against with a tick ( ) within the box provided. *** If you wish to exercise all your votes For or Against, please tick ( ) within the box provided. Alternatively, please indicate the number of votes as appropriate.
Dated this
day of
2010.
Shares in: No. of Shares
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), you should insert that number of shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company shall not be entitled to appoint more than two proxies to attend and vote on his behalf. Such proxy need not be a member of the Company. 3. Where a member appoints more than one proxy, the proportion of his/her shareholdings concerned to be represented by each proxy shall be specified in the form of proxy. 4. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified copy thereof) must be deposited at the Companys registered office at 19 Keppel Road #03-10 Jit Poh Building Singapore 089058, not less than forty-eight (48) hours before the time of the Meeting. 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its Common Seal or under the hand of its attorney or a duly authorised officer. 6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of a member whose Shares are entered against his/her name in the Depository Register, the Company may reject any instrument of proxy lodged if such member, being the appointor, is not shown to have Shares entered against his/her name in the Depository Register 48 hours before the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
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