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Annual Report
Contents
About Us Chairmans Message Operations Review Financial Highlights Directors Profile Key Executives Profile Group Structure Corporate Information Financial Contents
01 02 06 08 10 12 13 14 15
About Us
Based in Quanzhou City, Fujian Province, Great Group Holdings Limited (Great Group or the Group) is an established undergarment manufacturer in the PRC. The Group is principally engaged in the design, manufacture, distribution and sales of mens and womens undergarments. The Group also manufactures and sells childrens and infants apparel. Great Group designs, manufactures and sells mens undergarments, and to a lesser extent, womens undergarments, under its proprietary GRAT.UNIC () brand in the PRC. The Group also manufactures and sells mens undergarments bearing the Superman trademark licensed from Warner Bros Consumer Products Inc. Sold across 18 provinces/municipalities/autonomous regions in the PRC, the Groups GRAT.UNIC () and Superman products can be found at 106 points of sales as at 31 December, 2009 . These comprise specialty stores or dedicated shelf-spaces located strategically in shopping malls, departmental stores and commercial areas of major cities in the PRC.
Chairmans Message
2009 5.16 28.81% The Group has a record sale of RMB516 million representing a 28.81% growth in sales in FY2009.
Chairmans Message
20099 2009 -- 2009925 GRAT.UNIC 09 GRAT.UNIC 6017 23.5 % 2009 5.16 28.81%20097,503 6.0 %
Chairmans Message
Dear Shareholders,
On behalf of the Board of Great Group Holdings Limited, it is my honour to present to you the Groups maiden financial report since our listing on 25 September 2009 for the financial year ended 31 December 2009 (FY2009). FY2009 is indeed a challenging year. The financial crisis affecting the world markets, especially EU and the US caught many unprepared. Crisis in Chinese (WeiJi) means opportunity amongst risks. For Great Group, we turned adversity into advantage instead. We have taken this opportunity to successfully list on the SGX Main-board; Great Group Holdings Limited and its subsidiaries have made their mark in the global arena and are well positioned to manifest globally. Being prepared, we were able to weather the effects of the economic crisis with minimum impact, yet limiting the extent of risk we are exposed to. The management reviewed and made timely adjustments to the expansion strategy of the Group to obtain higher market share and enhance awareness of our own brand--GRAT.UNIC. In FY2009, GRAT.UNIC brand achieved sales of RMB 60 million or growth of 23.5%. GRAT.UNIC was awarded 2009 Fujian Provinces Renowned Brand Award in recognition of our Brands strong growth and reputation. Streamlining of our production processes and cost-cutting measures have also resulted in improvement in overall efficiency. The Group faces the economic crisis optimistically. Our products are well positioned and well received, as reflected in our improved sales numbers. The Group has a record sale of RMB516 million representing a 28.81% growth in sales in FY2009. We have also achieved an increase in net income of RMB75 million for FY2009, a net increase of 6.0% over FY2008 We envision the following for 2010 and beyond: 1. Continue with our efforts to gain market share with a focus on the domestic market. We plan to set up a marketing and operational base in Shanghai to increase the brand awareness and build a wider distribution network for our Groups Brand; 2. Develop a state of the art facility for Great Group. The construction of Great Group Industrial Park at the Jiangnan High-Tech Information Industrial Zone has commenced in December 2009. The first phase of the new industrial park is expected to be completed and be fully operational in early 2011. New and technologically advanced equipment and facilities will be installed, and by extension, reduce costs and help improve margins; 3. Strengthen the internal controls of the Group, enhance risk management, increase productivity through cost-cutting measures, branding, product enhancement and repositioning; 4. Expand the research and design capacity to enhance the variety of our GRAT.UNIC products in order to cater to the different segments and demands of customers and capture a larger market share in China; 5. Set up an international distribution and sales centre in Hong Kong to foster closer relationship and rapport with both existing and prospective contract manufacturing customers. The 2010 market presents a challenging and exciting front. Going forward, Great Group strives to reach greater heights with a view to delivering greater returns for each and every shareholder. We greatly appreciate and thank the shareholders for their support and trust in the Group in this new financial year; together we shall prosper.
Touch Forward
Operations Review
Revenue
Our performance for the financial year ended on 31 December 2009 (FY2009) surpassed that of last financial year that ended on 31 December 2008 (FY2008). In FY2008, we recorded a revenue of RMB400.8 million and a net profit of RMB70.8 million, while in FY2009 we recorded RMB516.3 million and RMB75.0 million respectively. The increase in revenue for FY2009 versus FY2008 is mainly attributable to the change in product mix whereby our contract manufacturing for more complicated designs and large-sized products with higher average selling price were sold during the financial year.
PRofitability
Even though the Group has improvement in the revenue, the Group has recorded a decrease in gross profit. This is due to the increased cost of sales and thus lower gross profit margin in FY2009 as compared to FY2008 respectively. The Groups gross profit decreased by approximately RMB6.4 million or 6.2% from RMB104.3 million in FY2008 to RMB97.9 million in FY2009 despite the increase of 28.8% in sales in FY2009. The Groups gross profit margin decreased from 26.0% in FY2008 to 19.0% in FY2009. The decreases in the gross profit margin for FY2009 versus FY2008 were mainly due to the downward pressure on our selling price, particularly of our contract manufacturing products, caused by the global financial crisis and depreciation of the USD, in which the Groups substantial sales were traded, against RMB. other income increased by approximately RMB3.9 million or 162.8% from RMB2.4 million in FY2008 to RMB6.3 million in FY2009. The increases were driven by an increase in government incentive, for the Groups listing on SGX and being one of the big income tax payer in Quanzhou PRC, of approximately RMB2.5 million. On top of the government incentive, the Group also received Small and Medium Enterprises (SMEs) export and other incentives of approximately RMB3.0 million from the PRC government. Selling and distribution costs decreased by 17.7% from RMB8.0 million in FY2008 to RMB6.6 million in FY2009. Lower selling and distribution cost is due to less advertising, entertainment and design activities which is in line with the managements effort to manage cost. administrative expenses increased by 91.9% from RMB6.2 million in FY2008 to RMB11.9 million in FY2009. The increase is mainly due to IPO related expenses and higher staff salaries and related costs arising from additional key management staff and directors pursuant to the Companys listing. The Group started to incur professional expenses relating to compliance activities from the third quarter of FY2009 onwards. This is also one of the reasons for lower profit achieved during the year. other operating expenses in the current financial year of RMB11,000 is RMB3.2 million less than the other operating expenses recorded in FY2008. This was due to foreign exchange gain arising from fixed deposit maintained in SGD. income tax expense decreased by 47.6% to RMB8.7 million in FY2009 which is in line with the decrease in profit before income tax.
Operations Review
Trade and other receivables increased by RMB65.9 million or 50.3% to RMB197.0 million as at 31 December 2009 from RMB131.1 million as at 31 December 2008. The increase in trade and other receivables was mainly due to higher trade receivables balance. More sales were made in the fourth quarter of FY2009 (4Q09) as compared to the corresponding period. Inventories as at 31 December 2009 were approximately RMB30.4 million representing a decrease of 10.6% or RMB3.6 million from RMB34.0 million as at 31 December 2008. More sales were made in the 4Q09 as compared to the corresponding period, causing inventory levels as at current year end to be lower than the previous year end. Other current assets as at 31 December 2009, were approximately RMB1.6 million from approximately RMB3.1 million as at 31 December 2008, reflecting a decrease of approximately 48.4% or RMB1.5 million. The decrease was mainly due to the offsetting of capitalised IPO expenses against IPO proceeds and lesser prepaid expenses in FY2009. The Groups property,plant and equipment increased by approximately RMB2.0 million or 11.5% to RMB19.4 million as at 31 December 2009 from RMB17.4 million as at 31 December 2008 as the Group incurred additional cost for construction-in-progress relating to the new land use right during the financial year. As at 31 December 2009, the Groups intangible assets increased by approximately RMB15.1 million or 943.8% to RMB16.7 million from RMB1.6 million as at 31 December 2008. This was mainly due to the purchase of land use right for the new premise at the Jiangnan High-Tech Information Industrial Zone. Trade and other payables decreased by approximately RMB3.8 million or 30.9% to RMB8.5 million as at 31 December 2009 from RMB12.3 million as at 31 December 2008. The decrease was mainly due to lower trade payables, which were in line with the decrease in raw material purchases in 4Q09, and lower other payables due to lesser accruals for other operating expenses as at 31 December 2009 as compared to 31 December 2008. The borrowings increased by approximately RMB4.2 million or 10.0% to RMB46.2 million as at 31 December 2009 from RMB42.0 million as at 31 December 2008. New short term loans were taken up by our PRC subsidiaries in 4Q09 as working capital. Current income tax liabilities decreased by RMB8.2 million or 62.1% to approximately RMB5.0 million as at 31 December 2009 from approximately RMB13.2 million as at 31 December 2008. The decrease was mainly due to less tax obligation of a subsidiary. The Groups operations continue to generate positive cash flows of RMB21.0 million in FY2009. After payment for investing activities of RMB16.3 million, which substantially attributed to purchase of the land use right for the construction of our new industrial park; and receipt from financing activities of RMB82.7 million, which was substantially related to capital funds received from issue of Company shares at its IPO on 25 September 2009, the Groups net cash and bank balances stood at RMB101.6 million as at 31 December 2009.
Financial Highlights
Revenue by Segment (RMbmil)
2 1 20 2 144 242 351 454 1 49 60 21.3% 30 6 17
27.1% 65
87 26%
83
19% 15
fy2006
fy2007
fy2008
fy2009
fy2006
fy2007
fy2008
fy2009
Superman GRAT.UNIC Contract Manufacturing Summarised income Statement (RMbmil) for financial year ended 31 December Revenue - Contract Manufacturing - GRAT.UNIC - Superman TOTAL Profit Before Interest & Tax (PBIT) Interest Income Finance Expenses Profit Before Income Tax (PBT) Income Tax Profit after Income Tax (PAT) Selling & Distribution expenses as a % over revenue Administrative expenses as a % over revenue Summarised balance Sheet (RMbmil) Current Assets Non-current Assets Current Liabilities Equity Cash and Bank Balances Inventories financial indicators/Ratios PBIT Margin PBT Margin PAT Margin Earnings Per Share (RMB cents) Return on Equity (ROE) (%) Return on Assets (ROA) (%) Current Ratio (x) Gearing Ratio (x) Liquidity Ratio Net Asset Value (NAV) Per Share (RMB cents) Number of Ordinary Shares Issued (million)* Average Trade Receivables Turnover (Days) Average Trade and Bills Payables Turnover (Days) Average Inventory Turnover (Days) *Prior to FY2009 were based on pre-invitational shares of 200,000,000. 8
GREAT GROUP HOLDINGS LIMITED Annual Report 2009
fy2009 454.3 60.2 1.8 516.3 85.4 0.3 (1.9) 83.7 (8.7) 75.0 1.3% 2.3% 336.8 36.0 59.7 313.1 107.9 30.4 16.5% 16.2% 14.5% 34.71 23.96 20.12 5.64 0.19 5.13 118.17 265 75 14 28
fy2008 351.1 48.7 1.0 400.8 88.9 0.4 (1.9) 87.4 (16.6) 70.8 2.0% 1.5% 201.3 21.6 67.5 155.4 33.1 34.0 22.2% 21.8% 17.7% 35.40 45.54 31.74 2.98 0.43 2.48 77.71 200 63 25 38
fy2007 242.4 19.9 262.3 61.2 0.2 (0.7) 60.7 (4.2) 56.5 1.8% 1.3% 118.8 15.7 49.9 84.6 9.0 27.7 23.3% 23.1% 21.5% 28.23 66.73 41.98 2.38 0.59 1.83 42.30 200 53 40 33
fy2006 144.0 2.4 146.4 24.7 0.3 (0.3) 24.7 (2.4) 22.2 2.6% 1.3% 72.5 12.0 34.8 49.7 6.4 6.8 16.8% 16.8% 15.2% 11.12 44.76 26.32 2.08 0.70 1.89 24.83 200 37 36 18
Culture in Nature
Directors Profile
Weng Wenwei () is the Executive Chairman and CEO of our Company. He was
appointed to our Board on 29 February 2008 and is responsible for the overall strategic and business management of our Group. Weng Wenwei has over 16 years of business and management experience in the textile industry. In May 2005, he founded Fujian Great and was appointed as its general manager responsible for its business strategies and development. In July 2000, he was appointed as the general manager of Quanzhou Great where he was responsible for its business operations and management. In January 1997, he founded Dachuan Textile Factory ( ) in Licheng District, Quanzhou City. Dachuan Textile Factory was engaged in the manufacture of undergarments for export to its overseas customers and as the director and head of the factory, Weng Wenwei was responsible for its management and business operations from January 1997 to April 2003. From February 1993 to December 1996, he was the head of Hesheng Apparel Factory in Yonghe town (), a small workshop that manufactured clothing for clients. He graduated from the Zimao Vocational High School () in Jinjiang City, Fujian Province in 1988 with a high school graduation certification. He has been the vice president of the Industry and Commerce Association (Chamber of Commerce) of Licheng District (()) since 2007.
Weng Wenju () is the Executive Director and Procurement Manager of our Company. He was appointed to our Board on 23 December 2008 and is responsible for the sourcing and procurement of raw materials and accessories used in our production process.
He has been our procurement manager since August 2005. In August 2004, he joined our Group as assistant to the general manager, responsible for assisting the general manager in the daily operation and management of Quanzhou Great. He started his career in April 2004 as a technician in Quanzhou Jitong Computer Company () in charge of computer technical maintenance, until July 2004 before joining our Group. He graduated from Quanzhou Business and Trade School () with a graduation certification in Computer and Application in 2004.
teoh teik Kee is our Lead Independent Director and was appointed to our Board on 18
June 2009. He is currently an executive of ecoWise Holdings Limited where he is involved in corporate planning, strategy implementation as well as mergers and acquisitions activities. Mr Teoh is a Chartered Accountant by training, and has worked with KPMG Peat Marwick McLintock in London and PricewaterhouseCoopers in Singapore. He also has extensive experience in investment banking and stock broking when he was with the DBS Group from 1993 to 2001. Mr Teoh graduated from Aston University, Birmingham, United Kingdom with a Bachelor of Science (Honours) degree in Managerial and Administrative Studies, and is a member of The Institute of Chartered Accountants in England and Wales. He also has a diploma in Corporate Treasury Management awarded by The Association of Corporate Treasurers in the United Kingdom. He also serves as an independent director on the boards of Singapore listed company, Luzhou Bio-Chem Technology Limited and Hong Kong listed company, City e-Solutions Ltd. 10
GREAT GROUP HOLDINGS LIMITED Annual Report 2009
Directors Profile
lee Kim lian, Juliana is our Independent Director and was appointed to our Board
on 18 June 2009. Ms. Lee holds a Bachelor of Law (Honours) degree from the National University of Singapore and is a member of the Singapore Institute of Directors. She has more than 18 years of experience in legal practice and is currently a director of Aptus Law Corporation, heading its corporate practice. Her main areas of practice are corporate law, corporate finance, mergers and acquisitions and venture capital. Ms. Lee also serves on the boards of listed companies, Jackspeed Corporation Ltd, Zhongguo Pengjie Fabrics Limited and Lee Metal Group Ltd.
lim yeow hua @ lim you Qin is our Independent Director and was appointed to our
Board on 18 June 2009. He is currently the managing director of Asia Pacific Business Consultants Pte. Ltd., a Singapore company providing tax and business consultancy services. Mr Lim has more than 20 years of experience in the tax, financial services and investment banking industries. Prior to founding Asia Pacific Business Consultants Pte. Ltd., he has held several management positions in various organizations including senior regional tax manager with British Petroleum (BP), director (Structured Finance) at UOB Asia Ltd, senior tax manager at KPMG, senior vice president (Structured Finance) at Macquarie Investment Pte Ltd., senior tax manager at Price Waterhouse and deputy director at the Inland Revenue Authority of Singapore. Mr Lim holds a Bachelors Degree in Accountancy and a Masters Degree in Business Administration from the National University of Singapore. He is a fellow member of the Institute of Certified Public Accountants of Singapore (ICPAS) and a full member of the Singapore Institute of Directors. He also serves as an independent director on the boards of Singapore listed companies: Advanced Integrated Manufacturing Corp Limited, China Eratat Sports Fashion Limited, KSH Holdings Limited and KTL Global Limited.
11
responsible for overseeing the production process and day-to-day management of our Groups Production Department. Cai Ane has more than 10 years of experience in the textile industry. Between January 1997 and April 2003, she was assisting the head of Dachuan Textile Factory () in managing its operations. Between February 1993 and December 1996, she was an assistant to the head of Hesheng Apparel Factory in Yonghe town () and was assisting in the management of its production of clothing for clients. Prior to that, she worked as an apprentice for various garment manufacturing factories in the PRC to gain experience in the garment manufacturing business from September 1983 to February 1993.
Wang Jianxin () has been our Deputy Production Manager since January 2006
and is responsible for assisting our General Manager (Production) in overseeing the production process of our Group and management of our Production Department. He joined our Group in September 2002 as the factory head of production, in charge of managing the production department. He was subsequently promoted as the deputy production manager in January 2006. Prior to that, he joined Zhengli Garment-making (Xiamen) Co., Ltd. () in March 1996 as a tailor and as its typesetting operator in July 1997. In August 1998, he was promoted as its supervisor and in October 1999, was promoted to assistant manager cum production supervisor, assisting the manager in production operation until August 2000. He started his career in February 1994 as weaving worker at Hangzhou Chunan First Silk Factory () till November 1995. He graduated from Jiangjiaqu Adult Science and Technology School () with a high school graduation certification in 1991.
Wei Xuefen () has been our Sales Manager since February 2003 and is responsible for product sales and marketing activities, such as developing sales and marketing strategies, maintaining customer relationships, securing new customers, monitoring market trend and providing customers with after-sales service. Prior to joining our Group in February 2003, she worked in Quanzhou Licheng Dachuan Textile Factory ( ) in March 2000 where she was responsible for following up with customers on trade receivables. In March 1999, she joined Quanzhou Green Garments Co., Ltd. ( ) as a procurement staff and left in March 2000. Between September 1993 and September 1998, she worked at Shishi Huasheng Computer Printing Co., Ltd. ( ) as sales manager in 1993. She started her career in July 1992 as a secretary to the general manager in Shishi Lihui Computer Printing Co., Ltd. ( ) and left in September 1993.
She obtained a graduation certification (Business Administration) from Continuing Education School of Huaqiao University () in 1992.
Zhang Shiwu () is our Chief Financial Officer and has been with our Group since May 2007. He is responsible for the financial, accounting and taxation matters of our Group. From December 2003 to April 2007, he was the chief financial officer of Labixiaoxin (Fujian) Food Industry Co., Ltd. ( () ) and was in charge of its financial management. In November 2002, he joined Guilin Seamild Biology Technology Development Co., Ltd. () as the manager of its auditing department and was in charge of its finance and auditing affairs until December 2003. Prior to that, he was the manager of the auditing department of Dongguan Hsu Fu Chi Food Co., Ltd. () from March 1999 to November 2002. From January 1998 to December 1998, he was the general manager at Wanxi Shule Sanitary Articles Co., Ltd. (). Between August 1990 and December 1997, he was the finance manager at Anhui Jinzhai County Silk Group ().
He graduated from Anhui Agricultural College () with a Bachelor in Finance and Accountancy in July 1990 and he was conferred the title of accountant by the Ministry of Personnel, the PRC in July 1994. He was accredited as senior accountant in December 1996. 12
GREAT GROUP HOLDINGS LIMITED Annual Report 2009
Group Structure
13
Corporate Information
boaRD of DiRectoRS
Weng Wenwei () (Executive Chairman and CEO) Weng Wenju () (Executive Director) Teoh Teik Kee (Lead Independent Director) Lee Kim Lian, Juliana (Independent Director) Lim Yeow Hua @ Lim You Qin (Independent Director) Teoh Teik Kee (Chairman) Lee Kim Lian, Juliana Lim Yeow Hua @ Lim You Qin Lim Yeow Hua @ Lim You Qin (Chairman) Teoh Teik Kee Lee Kim Lian, Juliana Lee Kim Lian, Juliana (Chairman) Teoh Teik Kee Lim Yeow Hua @ Lim You Qin Weng Wenwei ()
Nexia TS Public Accounting Corporation 5 Shenton Way UIC Building #16-00 Singapore 068808 Partner-in-charge: Henry SK Tan FCPA Singapore, ACA BDO LLP 19 Keppel Road #02-01, Jit Poh Building Singapore 089058
eXteRnal auDitoRS
auDit coMMittee
inteRnal auDitoRS
ReMuneRation coMMittee
noMination coMMittee
Bank of China, Quanzhou Branch () Bank of China Building, Fengze Street, Quanzhou City, Fujian Province, the PRC () Industrial Bank Co., Ltd., Quanzhou Branch () Industrial Bank Building, Fengze Street, Quanzhou City, Fujian Province, the PRC () China Construction Bank, Quanzhou Licheng Sub-branch () Wenling Street Zhongduan, Quanzhou City, Fujian Province, the PRC () Industrial and Commercial Bank of China, Quanzhou Licheng Sub-branch () Wenling Street Zhongduan, Quanzhou City, Fujian Province, the PRC () OCBC Bank 65 Chulia Street #01-00 OCBC Centre Singapore 049513
PRinciPal banKeRS
36 Carpenter Street, Singapore 059915 Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City, Fujian Province, the PRC
ReGiSteReD office
Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street #08-01 Samsung Hub Singapore 049483
14
Financial Contents
Corporate Governance Report Directors Report Statement by Directors Independent Auditors Report Consolidated Statement of Comprehensive Income Balance Sheets Consolidated Statement of Changes In Equity Consolidated Cash Flow Statement Notes to the Financial Statements Statistics of Shareholdings Notice of Annual General Meeting Proxy Form
16 25 28 29 31 32 33 34 35 69 71
15
(A) BOARD MATTERS Principle 1: The Boards conduct of its affairs The Boards primary role is to provide protection and enhancement of shareholders long-term value. The principal functions of the Board include: supervises the management of the businesses and affairs of the Group reviews and approves the Groups strategic plans, key operational initiatives, major funding and investment proposals identifies principal risks of the Groups businesses and ensures the appropriate systems are in place to manage these risks reviews the financial performance of the Group evaluates the performance and compensation of senior management personnel; and assumes responsibility for corporate governance practices.
To further assist in the execution of its responsibilities, the Board has established a number of Board committees which include and Audit Committee (AC), a Nominating Committee (NC) and a Remuneration Committee (RC) (collectively, the Board Committees). These committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also constantly monitored. The Board meets on a quarterly basis and whenever necessary to discharge their duties. The number of meetings held by the Board and Board Committees and attendance for the financial year 31 December 2009 (FY2009) up to the date of this Report are summarized in the table below: Board 2 AC 2 RC 1 NC 1
Number of meetings held Directors Name of Director Weng Wenwei(1) Weng Wenju(2) Teoh Teik Kee(3) Lee Kim Lian, Juliana(3) Lim Yeow Hua @ Lim You Qin(3) Notes: 1. 2. 3. 4.
2 2 2 2 2
2(4) 2 2 2
1(4) 1 1 1
1 1 1 1
Weng Wenwei was appointed as a Director on 29 February 2008. Weng Wenju was appointed as a Director on 23 December 2008. Teoh Teik Kee, Lee Kim Lian, Juliana and Lim Yeow Hua @ Lim You Qin were appointed as Directors on 18 June 2009. Attendance by invitation.
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The Board constantly examines its size and, with a view to determining the impact of the number upon effectiveness, decides on what it considers an appropriate size for itself. The composition of the Board will be reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise and experience, adequate for the scale of operations of the Company. In determining the size and composition of the Board, the Board ensures that at least one-third are independent non-executive Directors and that each Director should submit him-/herself for re-nomination and re-election at regular intervals of at least once every three years. The NC had reviewed the independence of the Directors for FY2009 in accordance with the Codes criteria of independence and is of the view that the three of the Directors, namely Teoh Teik Kee, Lim Yeow Hua @ Lim You Qin and Lee Kim Lian, Juliana, are independent directors within the meaning of the Code. Principle 3: Chairman and CEO Weng Wenwei is the Executive Chairman and CEO. He is responsible for the day-to-day running of the Group as well as the exercise of control of the quality, quantity and timeliness of information flow between the Board and management. The functions of the Chairman and CEO are not separated given the strong element of independence presence on the Board and the scope and nature of the operations of the Group. However, as good corporate governance practice and to ensure that there is no concentration of power and authority vested in one individual, the Group has appointed Teoh Teik Kee as the Lead Independent Director. The Lead Independent Director will be available to the shareholders where they have concerns which cannot be resolved through the normal channels of the Chairman or CEO, or where such contact is not possible or inappropriate. Hence, the Board is of the opinion that sufficient checks and safeguards are in place to ensure that the process of decision making is independent and based on collective decisions without individual exercising any considerable power or influence. As Chairman of the Board, Weng Wenwei bears responsibility for the effective working of the Board. He is responsible for, amongst others, ensuring that Board meetings are held when necessary, setting the Board meeting agenda in consultation Chief Financial Officer, assisting in ensuring compliance with the Groups guidelines on corporate governance, acting as facilitator at Board meetings and maintaining regular dialogue with the management on all operational matters. The Directors have separate and independent access to the Company Secretary, whose duties include ensuring the Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary also attends all meetings of the Board and Board Committees. In addition, there is constant communication between Board members and key decisions require approval from all Directors prior to implementation. Besides giving guidance on the corporate direction of the Group, the role of the Chairman includes the scheduling and chairing of Board meetings and controlling of the quality, quantity and timeliness of information supplied to the Board. Weng Wenwei also sets the business strategies and directions for the Group and manages the business operations of the Group.
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(b)
(c)
(d) (e) (f )
(h)
The directors submit themselves for re-nomination and re-election at regular intervals of at least once every three years. The Companys Articles and Association provides that one third of the Board, or the number nearest to one third is to retire by rotation at every Annual General Meeting (AGM). In addition, the Companys Articles of Association also provides that newly appointed directors are required to submit themselves for re-nomination and re-election at the next AGM of the Company. Principle 5: Board Performance The NC has established a process for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual director. The performance criteria for the Board evaluation include an evaluation of the size and composition of the Board, the Boards access to information, accountability and Board processes. Board performance in relation to discharging its principal responsibilities in terms of the financial indicators as set out in the Code. The Board and the NC have endeavored to ensure that each Director appointed to the Board possesses the experience, knowledge and skills critical to the Groups business, so as to enable the Board to make sound and well-considered decisions.
18
The Directors and the chairman of the respective Board Committees, whether as a group or individually are able to seek independent professional advice as and when necessary in furtherance of their duties at the cost of the Company.
(B) REMUNERATION MATTERS Principle 7: Procedures for Developing Remuneration Policies The RC comprises Lim Yeow Hua @ Lim You Qin (chairman of the RC), Teoh Teik Kee and Lee Kim Lian, Juliana. All members of the RC including the chairman are Independent Directors. The RC is regulated by a set of written terms of reference approved by the Board and has access to independent professional advice, if necessary. The RC recommends to the Board, a framework of remuneration and to determine the specific remuneration packages and terms of employment for each of the Directors and executive officers of the Group as well as those employees related to the executive directors and controlling shareholders of the Group, such recommendation should cover all aspects of remuneration, including but not limited to directors fees, salaries, allowances, bonuses, options and benefits-in-kind. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package. Principle 8: Level and Mix of Remuneration 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 remuneration of the Executive Chairman and CEO, with the Company as disclosed in the Companys Prospectus dated 16 September 2009. The service agreement is for an initial period of three (3) years, with effect from 25 September 2009. 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 Executive Officers, their working hours, medical benefits, grounds of termination and certain restrictive covenants. Details of the employee share plan adopted by the Company are set out in the directors report section.
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Remuneration Band and Name Directors Below S$250,000 Weng Wenwei Weng Wenju Teoh Teik Kee Lim Yeow Hua @ Lim You Qin Lee Kim Lian, Juliana Key Executives Below S$250,000 Cai Ane Wang Jianxin Wei Xuefen Zhang Shiwu Liang Choong Wai
Director Fees
Bonus
Total
84% 100% -
16% -
The Company does not have any employees who are immediate family members of a Director, the CEO or substantial shareholder, whose remuneration have exceeded S$150,000 during the financial year ended 31 December 2009.
(C) ACCOUNTABILITY AND AUDIT Principle 10: Accountability The Board and the management of the Group always strive to conduct themselves in ways that deliver maximum sustainable value to our shareholders. The Board, through its announcements of results, aims to provide the shareholders with a balanced and understandable assessment of the Company and the Groups performance, position and prospects. Prompt fulfillment of statutory reporting requirements is but one way to maintain our shareholders confidence and trust in the Board and the managements capability and integrity. As part of building and maintaining shareholders confidence, reporting of consolidated financial results, via SGXNET, was made well within the time-frame stipulated in the SGX Listing Manual. The management currently provides the Board with appropriately detailed management accounts of the Groups financial performance, position and prospects on a regular basis. Principle 11: Audit Committee The AC comprises Teoh Teik Kee (chairman of the AC), Lim Yeow Hua @ Lim You Qin and Lee Kim Lian, Juliana. All members of the AC, including the chairman, are Independent Directors. The AC will assist the Board in discharging their responsibility to safeguard the assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that management creates and maintains an effective control environment in the Company. The AC will provide a channel of communication between the Board of Directors, the management and the external auditors of the Company on matters relating to audit.
20
To review with the external auditors, their independence and objectivity annually; the audit plan, including the nature and scope of the audit and its cost effectiveness before the audit commences; their evaluation of the system of internal accounting controls; their audit report; their management letter and managements response; and any significant financial reporting issues and judgments so as to ensure integrity of the financial statements of the Company and any formal announcements relating to the Companys financial performance. To review the half-yearly and full year financial results, and quarterly if applicable, before submission to the Board for approval. To review the assistance and co-operation given by the management and the officers of the Group to the auditors. Where applicable, to review the internal audit programme and ensure co-ordination between the internal and external auditors and management. To review the scope and results of the internal audit procedures and the internal auditors to report their findings directly to the AC. To discuss problems and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the absence of management, where necessary). To report to the Board its findings from time to time on matters arising and requiring the attention of AC. To review interested person transaction (if any) falling within the scope of Chapter 9 of the SGX Listing Manual, and to ensure that they are carried out on normal commercial terms and in accordance with the internal control procedures. To approve the internal control procedures and arrangements for all current and future related party transactions to ensure that they are carried out on arms length basis and on normal commercial terms which will not be prejudicial to the interests of the Company and shareholders. To review potential conflicts of interests, if any. To review all non-audit services provided by the auditors to ensure that they would not, in the ACs opinion, affect the independence of the auditors. To undertake such other reviews and projects as may be requested by the Board. To undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time. To make recommendations to the Board on the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors. To review the adequacy of the Companys internal financial controls, operational and compliance controls, and risk management policies and systems established by the management.
(b)
(c) (d)
(e)
(f )
(g) (h)
(i)
(j) (k)
(l) (m)
(n)
(o)
Pursuant to the above, it is the opinion of the AC that the Company complies with the Codes guidelines on Audit Committees. In addition, the AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation of the Groups management, as well as reasonable resources to enable it to discharge its function properly. The AC has full discretion to invite any Director or management personnel to attend its meetings.
21
(D) COMMUNICATION WITH SHAREHOLDERS Principle 14: Communication with Shareholders In line with continuous disclosure obligations of the Company, pursuant to the SGX-STs Listing Rules and the Singapore Companies Act, the Boards policy is that shareholders are informed of all major developments that impact the Group regularly and on a timely basis. Pertinent information is communicated to shareholders on a regular and timely basis through the following means: Results and annual reports are announced or issued within the mandatory period Material information are disclosed in a comprehensive, accurate and timely manner via SGXNET and the press Companys annual general meetings
All shareholders of the Company receive annual reports and are informed of shareholders meetings through notices published in the newspapers and reports or circulars sent to all shareholders. Shareholders are invited at such meetings to put forth any questions they may have on the motions to be debated and decided upon. If any shareholder is unable to attend, he is allowed to appoint up to two proxies to vote on his behalf at the meeting through proxy forms sent in advance. At shareholders meetings, each distinct issue is proposed as a separate resolution. Principle 15: Greater Shareholder Participation In addition, shareholders are encouraged to attend the AGM to ensure a high level of accountability and to stay informed of the Groups strategy and goals. The Directors regard AGMs as an opportunity to communicate directly with shareholders and encourage greater shareholder participation. The notice of the AGM is dispatched to shareholders, together with explanatory notes or a circular on items of special business, at least 14 days before the meeting. The Board welcomes questions from shareholders who have an opportunity to raise issues either informally or formally before or at the AGM. The Chairpersons of the AC, RC and NC are normally available at the meeting to answer those questions relating to the work of these committees. The Companys external auditors will also be present to assist the Directors in addressing queries by shareholders.
22
(F) DEALINGS IN SECURITIES The Company has adopted internal codes in relation to dealings in the Companys securities pursuant to the SGX-ST Best Practices Guide that are applicable to all its officers. The Directors and officers are prohibited to trade in the Companys securities, during the period beginning one (1) month and two (2) weeks before the date of the announcement of the full year and quarterly results respectively and ending on the date of the announcement of the relevant results. In addition, the officers of the Company are advised not to deal with the Companys securities for a short term considerations and are expected to observe the insider trading laws at all times even when dealing in securities within the permitted trading periods.
(G) INTERESTED PARTY TRANSACTIONS The Group has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the Audit Committee and that transactions are conducted on an arms length basis that are not prejudicial to the interests of the shareholders. When a potential conflict of interest occurs, the Director concerned will be excluded from discussions and refrain from exercising any influence over other members of the Board. The aggregate value of interested person transactions entered into during the financial year under review is as follows:Aggregate value of all interested person transactions conducted during the financial year under review under shareholders mandate pursuant to Rule 920 (excluding transactions less than S$100,000)
Name of interested person Mr Weng Wen Wei - Cash advances to Great Group Holdings Limited
Aggregate value of all interested person transaction during the financial year under review (excluding transactions less than S$100,000)
Not Applicable
Other than the above-mentioned, there are no other interested party transactions as at 31 December 2009.
(H) RISK MANAGEMENT The Company does not have a Risk Management Committee. The executive directors and senior management assume the responsibilities of the risk management function. They regularly assess and review the Groups business and operational environment in order to identify areas of significant business and financial risks, such as credit risks, foreign exchange risks, liquidity risks and interest rates risks, as well as appropriate measures to control and mitigate these risks. After review of financial risks of the Group by the Board, there is no any other financial risks for disclosure except for those financial risks disclosed in the notes to the financial statement (Note 24).
23
Intended use as per Prospectus Construction of new premises at the Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province Expansion of production capacity and facilities Promoting GRAT.UNIC and increasing marketing effort Enhancing research and development capabilities General working capital requirements Total
Amount allocated (S$000) (A) 8,000 3,000 3,000 1,000 844 15,844
Balance amount (S$000) (B) 4,824 3,000 3,000 1,000 493 12,317
(J) BEST PRACTICES GUIDE The Company has complied materially with the Best Practices Guide issued by SGX-ST.
24
Directors Report
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: Mr Weng Wenwei Mr Weng Wenju Mr Teoh Teik Kee Mr Lim Yeow Hua @ Lim You Qin Ms Lee Kim Lian, Juliana (appointed on 29 February 2008) (appointed on 23 December 2008) (appointed on 18 June 2009) (appointed on 18 June 2009) (appointed on 18 June 2009)
Arrangements to enable directors to acquire shares and debentures Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Directors interests in shares or debentures According to the register of directors shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows: Holdings registered in name of director or nominee At date 1.1.2009 or date of appointment, if later Holdings in which director is deemed to have an interest At date 1.1.2009 or date of appointment, if later
At 31.12.2009 Company (No. of ordinary shares) Mr Weng Wenwei Ultimate Holding Corporation - G & W Investment Management Co., Ltd (No. of ordinary shares of US$1 each) Mr Weng Wenwei 1 -
At 31.12.2009
181,500,000
181,500,000
By virtue of section 7 of the Singapore Companies Act Cap. 50, Mr. Weng Wenwei is deemed to have an interest in the shares of the subsidiaries held by the Company. 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.
25
Directors Report
Directors contractual benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the accompanying financial statements and in this report.
Share Options Great Group Performance Share Scheme The Great Group Performance Share Scheme (the PSS) for Executive Directors, Non-Executive Directors (including independent directors), and employees of the Group was approved by members of the Company at an Extraordinary General Meeting on 18 June 2009. PSS is administered by the Remuneration Committee of the Company, comprising the independent directors of the Company, namely, Kenny Lim Yeow Hua @ Lim You Qin, Lim Kim Lian, Juliana, Teoh Teik Kee. The purpose of the PSS is to provide an opportunity for Directors (including Non-Executive Directors) and employees of the Group who have met performance targets to be remunerated not just through cash bonuses but also by an equity stake in the Company so as to motivate them to greater dedication, loyalty and higher standards of performance, and to give recognition to those who have contributed to success and development of the Company and of the Group. Under the PSS, a participant will be awarded the right to receive fully paid shares free of charge (the Awards), upon the participant achieving prescribed performance targets. Awards may only be vested, and consequently any shares comprised in such awards shall only be delivered, upon the committee being satisfied that the prescribed performance targets have been achieved. There are no vesting periods beyond the performance achievement periods. The selection of participant and the number of shares which are the subject of each award to be granted to a participant in accordance with the PSS shall be determined at the absolute discretion of the committee, which shall take into account criteria such as rank, job performance, years of service and potential for future development, contribution to the success and development of the Group and the extent of effort required to achieve the performance target within the performance period. The committee shall decide, in relation to each award to be granted to a participant; (a) the date on which the Award is to be vested; (b) the number of shares which are the subject of the award; (c) prescribed performance targets; (d) the performance period during which the prescribed performance targets are to be satisfied; and (e) the extent to which the Companys shares under that award shall be released on the prescribed performance targets being satisfied. Awards may be granted at any time in the course of a financial year. The total number of new shares which may be issued pursuant to awards granted under the PSS shall not exceed 15% of the issued share capital of the Company on the day preceding the relevant date of award. Subject to such adjustment as may be made to the PSS as a result of any variation in the capital structure of the Company, no more than 25% of the total number of shares in respect of which the Company may grant Award under the PSS may be offered in aggregate must not exceed 10% of the total number of shares in respect of which the Company may grant Award in the future. There were no Awards granted during the financial year. There were no options granted during the financial year to subscribe for unissued shares of the Company or its subsidiaries. No shares were issued during the year by virtue of the exercise of options to take up unissued shares of the Company or its subsidiaries. There were no unissued shares of the Company under option at the end of the financial year.
Audit Committee The members of the Audit Committee at the end of the financial year were as follows: Mr Teoh Teik Kee (Chairman) Ms Lee Kim Lian, Juliana Mr Lim Yeow Hua @ Lim You Qin
26
Directors Report
All members of the Audit Committee were non-executive directors. All members were independent. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing those functions, the Committee reviewed: the audit plan of the Companys independent auditor and any recommendations on internal accounting control arising from the statutory audit; the assistance given by the Companys management to the independent auditor; and the balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2009 before their submission to the Board of Directors, as well as the independent auditors report on the balance sheet of the Company and the consolidated financial statements of the Group.
The Audit Committee has recommended to the Board that the independent auditor, Nexia TS Public Accounting Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept re-appointment.
31 March 2010
27
Statement by Directors
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 31 to 68 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 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.
(b)
The directors have, on the date of this statement, authorised these financial statements for issue.
31 March 2010
28
(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 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 the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
29
(b)
Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants Director in-charge: Henry SK Tan Appointed since financial year ended 31 December 2008
30
2009 Note Sales Cost of sales Gross profit Other income Expenses - Distribution and marketing - Administrative - Other operating - Finance Profit before income tax Income tax expense Total comprehensive income, representing net profit Total comprehensive income, representing net profit, attributable to equity holders of the Company Earnings per share (RMB cents) - Basic 10 35 9 8 (6,620) (11,910) (11) (1,923) 83,735 (8,710) 75,025 5 4 RMB000 516,301 (418,392) 97,909 6,290
75,025
70,807
35
31
Balance Sheets
As at 31 December 2009
Group 2009 Note ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets 11 12 13 14 107,863 197,040 30,379 1,555 336,837 Non-current assets Investments in subsidiaries Property, plant and equipment Intangible assets Deposit for land-use right Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Current income tax liabilities Total liabilities NET ASSETS EQUITY Capital and reserves attributable to equity holders of the Company Share capital Restructuring reserve Retained earnings/ (accumulated losses) Total equity 20 21 104,766 114,040 94,336 313,142 22,060 114,040 19,311 155,411 18 19 8,476 46,229 5,039 59,744 313,142 12,345 42,035 13,156 67,536 155,411 15 16 17 19,357 16,692 36,049 372,886 17,355 1,636 2,630 21,621 222,947 33,135 131,097 34,005 3,089 201,326 RMB000 2008 RMB000
9,617 89 9,706
32
Attributable to equity holders of the Company Share Capital Note 2009 Beginning of financial year Issuance of shares pursuant to IPO Share issue expenses Total comprehensive income for the financial year End of financial year 2008 Beginning of financial year Transfer to restructuring reserve Total comprehensive income for the financial year End of financial year 21 25,614 114,040 58,990 (110,486) 84,604 20 20 22,060 114,040 19,311 155,411 92,462 (9,756) Restructuring Reserve RMB000 Retained Earnings RMB000 Total Equity RMB000
RMB000
92,462 (9,756)
104,766
114,040
75,025 94,336
75,025 313,142
(3,554)
22,060
114,040
70,807 19,311
70,807 155,411
33
2009 Note Cash flows from operating activities Net profit Adjustments for - Income tax expense - Amortisation and depreciation - Unrealised fair value gains from derivative financial instruments - Interest expenses - Interest income Change in working capital - Trade and other receivables - Inventories - Other current assets - Trade and other payables - Bills payables Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities Additions to property, plant and equipment Purchase of intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Proceeds from issuance of ordinary shares Short-term bank deposits pledged Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year 11 122,466 (116,722) 82,706 2,777 91,227 77,505 24,126 101,631 (3,726) (12,619) (16,345) (65,943) 3,626 1,534 (3,869) (1,550) 21,025 348 (1,923) (16,827) 2,623 8,710 1,917 1,923 (348) 87,227 75,025 RMB000
2008 RMB000
70,807 16,620 1,772 (500) 1,862 (353) 90,208 (52,320) (6,290) (45) (9,541) 3,340 25,352 353 (1,862) (9,646) 14,197
34
35
Summary of significant accounting policies 2.1 Basis of Preparation The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (FRS). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The financial statements are presented in Chinese Renminbi (RMB), unless otherwise stated. The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. Interpretations and amendments to published standards effective in 2009 On 1 January 2009, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS) that are mandatory for application from that date. Changes to the Groups accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. The following are the new or revised FRS and INT FRS that are relevant to the Group:
36
2.2
Group Accounting (a) Subsidiaries Subsidiaries are entities over which the Group has power to govern the financial and operating policies, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Please refer to the paragraph Investments in subsidiaries for the accounting policy on investments in subsidiaries in the separate financial statements of the Company. (b) Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the parent company. Consistent accounting policies are applied for like transactions and events in similar circumstances. All intra-group balances, transactions, income and expenses and profits and losses resulting from intragroup transactions that are recognised in assets, are eliminated in full. The consolidation financial statement of the Group for the financial years ended 31 December 2009 and 2008 have been prepared under the pooling-of-interest method, as the Restructuring Exercise completed as described in Note 1.2 is a legal reorganisation of entities under common control. Under this method, the Company has been treated as the holding company of all its subsidiaries under common control for the financial years presented rather than from the date of completion of the Restructuring Exercise. Accordingly, the consolidated results of the Group for the years ended 31 December 2009 and 2008 include the results of the Company and subsidiaries under common control for the entire periods.
37
38
Machinery and equipment Leasehold buildings and work shops Furniture & fitting and office equipment Motor vehicles
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. (c) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the profit or loss when incurred. (d) Disposal On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within Other income. 2.5 Intangible Assets (a) Land-use rights Land-use rights are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over 50 years, which is the shorter of the estimated useful lives and periods of contractual rights. The amortisation expense is recognised in profit or loss. (b) Acquired trademark and licenses Trademarks and licenses acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over three years, which is the shorter of their estimated useful lives and periods of contractual rights. (c) Acquired computer software licenses Acquired computer software licenses are initially capitalised at cost which includes the purchase price (net of any discounts and rebates) and other directly attributable cost of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognised as an expense when incurred.
39
40
41
(ii)
Current and deferred income taxes are recognised as income or expense in profit or loss. 2.15 Leases When the Group is the lessee: The Group leases factories and offices under the operating leases from non-related parties. Operating leases Leases 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 lessor) are recognised in profit or loss on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in profit or loss when incurred. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes place. 2.16 Provisions for Other Liabilities and Charges Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
42
(iii) 2.18
Cash and Cash Equivalents For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand and deposits with financial institutions which are subject to an insignificant risk of change in value.
2.19
Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
2.20
Government Grants Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions. Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.
43
Critical accounting estimates, assumptions and judgements Estimates, assumptions and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group is subject to the uncertainty caused by the world financial crisis. The world economy has experienced significant downward pressure and credit has become very tight. Significant judgment is required to determine the fair value and forecasts of business that may have impact on cashflow, collectibility and realisability of assets. In making these judgments, the Company has relied on past experience and their view of the economy. Areas involving a higher degree of judgement or complexity, or area where estimates and assumptions are significant to the financial statements are disclosed below. (a) Impairment of loans and receivables Management reviews its loans and receivables for objective evidence of impairment at least annually. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant delay in payments are considered objective evidence that a receivable is impaired. In determining this, management makes judgements as to whether there is observable date indicating that there has been a significant change in the payment ability of the debtor, or whether there have been significant changes with adverse effect in the market, economic or legal environment in which the debtor operates in. Where there is objective evidence of impairment, management makes judgements as to whether an impairment loss should be recognised in the profit or loss. (b) Net realisable value of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. These estimates are based on the current market condition and the historical experience of selling products of similar nature. It could change significantly as a result of competitor actions in response to severe industry cycles. Management will reassess the estimations at the balance sheet date.
44
Other income Group 2009 RMB000 Interest income Net fair value gains on derivative financial instruments Reversal of impairment of trade receivables Government grants 348 5,942 6,290 2008 RMB000 353 500 188 1,352 2,393
Expenses by nature Group RMB000 Purchases of inventories Amortisation of intangible assets [Note 17 (d)] Depreciation of property, plant and equipment (Note 16) Total amortisation and depreciation Courier, freight, custom and port charges Employee compensation (Note 7) Entertainment and travelling IPO related expenses Marketing, advertising and exhibition Net foreign exchange loss Rental expenses on operating leases Stamp and other duties Utilities Other expenses Changes in inventories Total cost of sales, selling and distribution, administrative and other operating expenses 381,111 193 1,724 1,917 2,302 37,106 930 4,789 1,454 11 480 870 1,538 799 3,626 436,933 RMB000 269,134 178 1,594 1,772 2,311 32,949 809 1,264 3,425 3,203 491 744 1,424 2,703 (6,290) 313,939
45
Finance expenses Group 2009 RMB000 Interest expense: Bank borrowings Trade receivables factoring 1,042 881 1,923 1,065 797 1,862 2008 RMB000
Income taxes Group 2009 RMB000 Tax expense attributable to profit is made up of: Current income tax China Under-provision for current income tax in prior financial years 8,315 395 8,710 16,471 149 16,620 2008 RMB000
All the PRC subsidiaries were incorporated as wholly-owned foreign enterprises. The subsidiaries are established in the Linjiang economic open zones and subject to state income tax rate of 25% for financial year 2008 and 2009. Based on the Income Tax Law of the PRC for Enterprises with Foreign Investments and Foreign Enterprises, the subsidiaries are entitled to full exemption from the income tax for the first two profitable years and a 50% reduction in the income tax for the next three years. The subsidiaries are also exempted from local tax rate of 3%. Quanzhou Great elected the financial year ended 2003 as the first profitable year for the purpose of determining the tax exemption period. With effect from 1 January 2008, Quanzhou Great is taxed at the new tax regime of 25%. Fujian Great elected the financial year ended 2006 as the first profitable year for the purpose of determining the tax exemption period. Fujian Great was exempted from tax in financial years 2006 and 2007 and was taxed at 12.5% of state income tax from 1 January 2008.
46
10
Earnings per share Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year. Group 2009 Net profit attributable to equity holders of the Company (RMB000) Weighted average number of ordinary shares outstanding for basic earnings per share (000) Basic earnings per share (RMB cents) There is no dilutive potential ordinary shares during the financial years. 75,025 2008 70,807
216,250 35
200,000 * 35
47
For the purpose of presenting the consolidated cash flow statement, the consolidated cash and cash equivalents comprise the following: 2009 RMB000 Cash and bank balances (as above) Less: Bank deposits pledged Cash and cash equivalents per consolidated cash flow statement 107,863 (6,232) 101,631 2008 RMB000 33,135 (9,009) 24,126
Short-term bank deposits relate to bank balances that the Group has to maintain with the banks for obtaining shortterm bank facilities for letters of credit relating to the purchase of raw materials of approximately RMB12,210,000 (2008: RMB13,760,000) (Note 19).
12
Trade and other receivables Group 2009 RMB000 Trade receivables Non-related parties Entity related by common shareholder 132,402 132,402 Advances to suppliers 64,638 197,040 79,268 1,670 80,938 50,159 131,097 2008 RMB000 Company 2009 RMB000 2008 RMB000
The Group factored trade receivables with carrying amounts of RMB13,319,000 (2008: RMB22,275,000) to banks in exchange for cash during the financial year ended 31 December 2009. The transaction has been accounted for as collateralised borrowing as the bank has full recourse to the Group in the event of default by the debtors (Note 19).
48
The cost of inventories recognised as an expense and included in cost of sales amounts to RMB384,737,000 (2008: RMB262,844,000).
14
Other current assets Group 2009 RMB000 Refundable deposits Prepayments Deferred IPO costs 38 1,517 1,555 2008 RMB000 1,449 1,640 3,089 Company 2009 RMB000 89 89 2008 RMB000 1,640 1,640
15
Investments in subsidiaries Company 2009 RMB000 Equity investments at cost: Beginning of financial year Acquisition (Note 1.2) Additional investment and incorporation of subsidiaries End of financial year 136,100 73,867 209,967 136,100 136,100 2008 RMB000
49
Name of companies
Principal Activities
Producing garments, weaving, ribbon, printing, shoes, hats and bags (exporting the commodity which is not related with the management of the export permit quota) Producing garments, apparel products and weaving Sale and distribution of garments and apparel production Sale and distribution of garments and apparel production
100
Fujian Great Fashion Industry Co., Ltd (a) Great Worldwide (Tradings) Limited (b) Great Holding Limited (a)
100
100
100
Hong Kong
100
(a)
Audited by Fujian Bairun Associated Certified Public Accountants for local statutory purposes. For the purpose of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation, Singapore. Not required to be audited under the laws of the country of incorporation. For the purpose of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation, Singapore.
(b)
On 10 February 2009, the Group incorporated a wholly-owned subsidiary, Great Worldwide (Tradings) Limited, in the British Virgin Islands with a share capital of US$1 (RMB7). The principal activities of Great Worldwide (Tradings) Limited are the sale and distribution of garments and apparel products. On 4 December 2009, the Company increased its investment in its wholly-owned subsidiary, Fujian Great by injecting additional cash of approximately HK$85,002,000 (approximately RMB73,858,000) for construction of new premise and working capital purposes. The registered share capital of Fujian Great has been increased from approximately HK$15,067,000 (approximately RMB15,020,000) to approximately HK$100,069,000 (approximately RMB88,878,000). On 18 December 2009, the Group incorporated a wholly-owned subsidiary, Great Holding Limited, in Hong Kong with a share capital of HK$10,000 (RMB8,819). The principal activities of Great Holding Limited are the sale and distribution of garments and apparel products.
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Machinery and equipment RMB000 Group 2009 Cost Beginning of financial year Additions End of financial year Accumulated Depreciation Beginning of financial year Depreciation charge End of financial year Net book value End of financial year 2008 Cost Beginning of financial year Additions End of financial year Accumulated Depreciation Beginning of financial year Depreciation charge End of financial year Net book value End of financial year 9,475 2,197 938 3,135 8,537 4,073 12,610 8,734 3,135 1,147 4,282 12,610 406 13,016
Total RMB000
4,173 4,173
1,699 1,699
2,910
627
470
6,616
19,357
4,173 4,173
1,699 1,699
29 3,415 3,444
3,098
667
671
3,444
17,355
Bank borrowings are secured by the leasehold building of the Group with carrying amounts of approximately RMB2,910,000 (2008: RMB3,098,000) (Note 19).
51
The land-use rights represent medium term land-use rights situated in the Peoples Republic of China. Amortisation is provided to write off the land-use rights over a period of 50 years. On 11 March 2009, the Group entered into an Agreement for Transfer of Land-Use Rights of State-owned Land with the National Land and Resource Administration Bureau of Quanzhou City, Fujian Province, PRC for the acquisition of the land-use right for a plot of stated-owned land located at the Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province for a period of 50 years at a cost of approximately RMB15,250,000. The management has on 29 December 2009 obtained the approval for the land-use-right. Bank borrowings are secured by the land-use rights of the Group with carrying amounts of approximately RMB1,297,000 (2008: RMB1,326,00) (Note 19).
52
Amortisation expense included in the consolidated income statement is analysed as follows: Group 2008 RMB000 Cost of sales Administrative expenses Total 161 33 194 2007 RMB000 161 17 178
53
The non-trade amounts due to subsidiaries and director are unsecured, interest-free and are repayable on demand.
19
Borrowings Group 2009 RMB000 Current Bank borrowings Bills payables Trade receivables factoring Total borrowings 20,700 12,210 13,319 46,229 6,000 13,760 22,275 42,035 2008 RMB000 Company 2009 RMB000 2008 RMB000
The exposure of the above borrowings of the Group to interest rate changes and the contractual repricing dates at the balance sheet dates are as follows: Group 2009 RMB000 6 months or less 46,229 2008 RMB000 42,035 Company 2009 RMB000 2008 RMB000 -
Bank borrowings of the Group are secured over leasehold building (Note 16) and land-use right (Note 17) of the Group and joint and several guarantee from the shareholder and its related parties. Bills payables of the Group are secured by certain short-term bank deposits of the Group (Note 11) and corporate guarantee. Trade receivables factoring of the Group are secured by certain trade receivables (Note 12) and joint and several guarantee from the shareholder and its related parties.
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Amount RMB000
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. At an Extraordinary General Meeting held on 14 September 2009, the shareholder approved, inter alia, the sub-division of the entire share capital of the Company into 20,000 ordinary shares for every one existing ordinary shares. Pursuant to the initial public offering, the Company issued 65,000,000 ordinary shares for a total consideration of approximately S$15,844,000 (approximately RMB82,706,000) 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 Quanzhou Great and Fujian Great, in which the equity holders of the Company held direct interests.
21
Restructuring reserve Business combination involving entities under common control are accounted for under the pooling-of-interest method. The acquisitions of the subsidiaries by the Company were pursuant to the Restructuring Exercise (Note 1.2) in connection with the listing of the Company on the SGX-ST. The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial statements. Any difference between the amount recorded as share capital issued and the amount recorded for the share capital acquired is adjusted against equity as restructuring reserve.
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23
Related party transactions In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following related party transactions took place between the Group and related parties at terms agreed between the parties: (a) Sales, purchases and other expenses Group 2009 RMB000 Sales of goods to entity related by common shareholder Payments made on behalf of director Payments made on behalf by director 2008 RMB000 10,239 (6,085) 3,293
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Included in the above is total compensation to directors of the Company amounting to RMB798,000 (2008: RMB233,000).
24
Financial risk management Financial risk factors The Groups activities expose it to market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Groups overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Groups financial performance. The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group. This includes establishing policies such as authority levels, oversight responsibilities, risk identification and measurement and exposure limits. (a) Market risk (i) Currency risk The Group operates in the Peoples Republic of China with most of the transactions settled in RMB. However, the Group makes sales transactions with overseas customers in United State Dollars (USD) and is therefore exposed to currency risk. To manage the currency risk, the Group enter into currency forwards with local banks. The Groups risk management policy is to hedge between 30% to 50% of highly probable forecast transactions (mainly export sales) in the next three to twelve months. The management monitors the requirement to enter into currency forward agreements based on the current exchange rates between USD and RMB by considering the quotation from local banks, past trends and anticipated fluctuation in the exchange rates and current PRC and world market conditions.
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The Groups currency exposure based on the information provided to key management is as follows: RMB RMB000 Group At 31 December 2009 Financial assets Cash and cash equivalents Trade and other receivables 81,759 78,084 159,843 Financial liabilities Borrowings Other financial liabilities 35,510 11,825 47,335 Net financial assets Less: Net financial liabilities denominated in the functional currency Currency exposure 112,508 10,719 511 11,230 122,729 1,179 1,179 9,922 46,229 13,515 59,744 245,159 15,003 118,956 133,959 11,101 11,101 107,863 197,040 304,903 USD RMB000 Other RMB000 Total RMB000
(112,508) -
122,729
9,922
(112,508) 132,651
58
(57,476) -
51,237
3,769
(57,476) 55,006
59
If the USD changes against the RMB by 6% (2008: 6%) with all other variables including tax rate being held constant, the effects arising from the net financial liability/asset position to the net profit of the Group and the Company will be as follows: Group 2009 RMB000 USD against RMB Weakened strengthened (7,364) 7,364 (3,074) 3,074 2008 RMB000 Company 2009 RMB000 2008 RMB000
If other foreign currency changes against the RMB by 2% (2008: 2%) with all other variable including tax rate being held constant, the effects arising from the net financial liability/asset position to the net profit of the Group and the Company will not be significant.
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61
62
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents to enable them to meet their normal operating commitments and having an adequate amount of committed credit facilities. (d) Capital risk The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. Management monitors capital based on a gearing ratio. The Group and the Company are not required by the banks to maintain certain gearing ratio. The Groups and the Companys target to maintain gearing ratios within 20% to 45%. The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. Total capital is calculated as equity plus net debt. Group 2009 RMB000 Net debt Total equity Total capital Gearing ratio (%) 313,142 313,142 2008 RMB000 21,245 155,411 176,656 12 Company 2009 RMB000 210,572 210,572 2008 RMB000 3,457 134,283 137,740 3
The Group has no externally imposed capital requirements for the financial year ended 31 December 2009.
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Sales between segments are carried out at arms length. The revenue from external parties reported to the Executive Chairman and CEO is measured in a manner consistent with that in the statement of comprehensive income. The Executive Chairman and CEO assess the performance of the operating segments based on gross profit. Segment results represent the profit earned by each segment without allocation of selling and distribution expenses, administration expenses, other operating expenses, other income, finance expenses and income tax expense. This is the measure reported to the Executive Chairman and CEO for the purposes of resource allocation and assessment of segment performance. Reportable segments assets are reconciled to total assets as follows: The amounts provided to the Executive Chairman and CEO with respect to total assets are measured in a manner consistent with that of the financial statements. For the purposes of monitoring segment performance and allocating resources between segments, the Executive Chairman and CEO monitors the property, plant and equipment, intangible assets, inventories and receivables attributable to each segment.
65
66
26
New or revised accounting standards and interpretations Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Groups accounting periods beginning on or after 1 January 2010 or later periods and which the Group has not early adopted. The Groups assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below: (a) 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 the income statement. The Group will apply FRS 27 (revised) prospectively to transactions with minority interests from 1 January 2010. (b) 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.
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27.
Events occurring after balance sheet date At the Annual General Meeting on 23 April 2010, a first and final exempt dividend of RMB0.0566 per share amounting to a total of RMB15,005,000 will be recommended. These financial statements do not reflect this dividend, which will be accounted for in shareholders equity as an appropriation of retained earnings in the financial year ending 31 December 2010.
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Statistics of Shareholdings
As at 8 March 2010
No. of shares issued Class of shares Voting rights : : : 265,000,000 Ordinary shares One vote per share
Size of Shareholdings 1 - 999 1,000 - 10,000 10,001 - 1,000,000 1,000,001 and above Total
TWENTY LARGEST SHAREHOLDERS No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name G&W Investment Management Co., Ltd UOB Kay Hian Pte Ltd DBS Vickers Secrities (S) Pte Ltd Sze Sau King OCBC Securities Private Ltd Kingbest Capital Limited Lau Siu Fung Weng Jindao Lim Chiew Hock (Lin Qiufu) CIMB-GK Securities Pte. Ltd. Soh Hock Leong Kim Eng Securities Pte. Ltd. Daniel Tan Poon Kuan Phillip Securities Pte Ltd Charles Patrick Wong Tew Hong Lee Chee Wee Chew Leok Chuan Lim Teck Meng Joshua (Lin Deming Joshua) DBS Nominees Pte Ltd Total No. of Shares 181,500,000 23,020,000 4,676,000 4,273,000 4,176,000 3,500,000 2,236,000 1,910,000 1,895,000 1,879,000 1,300,000 1,270,000 1,150,000 1,046,000 1,000,000 921,000 871,000 810,000 715,000 708,000 238,856,000 % 68.49 8.69 1.76 1.61 1.58 1.32 0.84 0.72 0.72 0.71 0.49 0.48 0.43 0.39 0.38 0.35 0.33 0.31 0.27 0.27 90.14
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Statistics of Shareholdings
As at 8 March 2010
SUBSTANTIAL SHAREHOLDERS Substantial Shareholders of the Company (as recorded in the Register of Substantial Shareholders) as at 8 March 2010. No. of Ordinary shares Name G&W Investment Management Co., Ltd. Weng Wenwei Note:
(1) (1)
% 68.49 -
% 68.49
Mr Weng Wenwei is deemed to be interested in the 181,500,000 shares held by G&W Investment Management Co., Ltd. by virtue of his shareholdings of 100% in G&W Investment Management Co., Ltd.
FREE FLOAT As at 8 March 2010, approximately 31.51% of the issued ordinary shares of the Company was held in the hands of the public (on the basis of information available to the Company). Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.
"public" means persons other than:(a) directors, chief executive officer, substantial shareholders, or controlling shareholders of the issuer or its subsidiary companies; and associates of the persons in paragraph (a)
(b)
associate" in the case of a company, (a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means:(i) (ii) his immediate family; the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more;
(iii)
(b)
in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more;
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2.
3.
4. 5. 6.
To re-appoint Messrs Nexia TS Public Accounting Corporation, as the Companys Auditors and to authorise the Directors to fix their remuneration. Resolution 6 To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
7.
AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolution (with or without amendments) as Ordinary Resolution:8. (i) That the Directors be and are hereby authorised pursuant to the provisions of Section 161 of the Companies Act, Cap. 50 (the Act) to allot and issue shares and convertible securities of the Company on such terms and conditions and with such rights or restrictions as they may deem fit PROVIDED ALWAYS THAT the aggregate number of shares and convertible securities to be issued pursuant to this resolution shall not exceed fifty per cent (50%) of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders shall not exceed twenty per cent (20%) of the issued share capital of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. For the purposes of this resolution, the percentage of issued share capital shall be based on the Companys issued share capital at the time of the passing of this resolution after adjusting for: (a) new shares arising from the conversion or exercise of convertible securities or from exercising employee share options outstanding or subsisting at the time of the passing of this resolution; and any subsequent consolidation or subdivision of shares;
(b) (ii)
The 50% limit in paragraph 8(i) above may be increased to 100% for the Company to undertake pro-rata renounceable rights issue; and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until 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. Resolution 7
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Notes:(i) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. 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. The instrument appointing a proxy must be deposited at the Companys registered office at 36 Carpenter Street Singapore 059915 at least 48 hours before the time of the Meeting. (ii) If re-elected under Resolution 4, Mr Teoh Teik Kee will remain as the chairman of the Audit Committee and a member of the Remuneration Committee and Nominating Committee, and will be considered an Independence Director of the Company. If re-elected under Resolution 5, Ms Lee Kim Lian, Juliana will remain as the chairman of the Nominating Committee and a member of the Remuneration Committee and Audit Committee, and will be considered an Independence Director of the Company. Resolution 7, if passed, will empower the Directors of the Company to issue shares and convertible securities in the Company up to a maximum of fifty per cent (50%) of the issued share capital of the Company (of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders shall not exceed twenty per cent (20%) of the issued share capital of the Company) for such purposes as they consider would be in the interests of the Company, and such limit may be increased to 100% if the Company undertakes to issue shares via a prorata renounceable rights issue. This authority will continue in force until the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. The increased limit is subject to the condition that the Company makes periodic announcements on the use of proceeds as and when the funds are materially disbursed, and provides a status report on the use of proceeds in the annual report. The Resolution 8, if passed, will authorize the Directors of the Company to issue shares other than on a pro-rata basis at not more than 20% discount in accordance with the requirements of the Singapore Exchange Trading Limited. This authority will continue in force until the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting.
(iii)
(iv)
(v)
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PROXY FORM
IMPORTANT: 1. For investors who have used their CPF monies to buy Great Group Holdings Limiteds shares, this Annual Report is forwarded to them at their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 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. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.
2. 3.
I/We of
being a member/members of the above-mentioned Company, hereby appoint:Name Address and/or (delete as appropriate) Name Address NRIC/Passport No. Proportion of Shareholdings No. of Shares % NRIC/Passport No. Proportion of Shareholdings No. of Shares %
or failing him/her/them, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held at No.1, Kallang Way 2A, #08-00, Singapore 347495 on the 23rd day of April 2010 at 10.00 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 direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/ her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. (Please indicate your vote For or Against with a tick [ X ] within the box provided) No. 1. 2. 3. 4. 5. 6. 7. 8. Resolutions relating to: Ordinary Business Audited Accounts, Directors Report and Auditors Report for the year ended 31 December 2009 Declaration of a first and final exempt dividend of RMB 5.66 cents per ordinary share Approval of Directors Fees Re-election of Mr Teoh Teik Kee as a Director under Article 107 Re-election of Ms Lee Kim Lian, Juliana as a Director under Article 107 Re-appointment of Nexia TS Public Accounting Corporation as Auditors Special Business Authority to Directors to allot and issue new shares pursuant to Section 161 of the Companies Act, Cap. 50 Authority to Directors to issue shares other than on a pro-rata basis at not more than 20% discount in accordance with the requirements of the Singapore Exchange Trading Limited day of 2010. Total number of Shares in: (a) CDP Register (b) Register of Members Signature(s) of Shareholder(s) or, Common Seal of Corporate Shareholder No. of Shares For Against
Dated this
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, Chapter 50), 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 shares registered in your name in 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. A member of the Company entitled to attend and vote at the Meeting of the Company is entitled to appoint not more than two proxies to attend and vote in his/her stead. Where a member appoints two proxies, he shall specify the percentage of his shares to be represented by each proxy and if no percentage is specified, the first named proxy shall be deemed to represent 100 per cent of his shareholding and the second named proxy shall be deemed to be an alternate to the first named. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies together with the letter of power of attorney, if any, under which it is signed or a duly certified copy thereof, must be deposited at the registered office of the Company at 36 Carpenter Street Singapore 059915, not less than 48 hours before the time appointed for the Meeting. A corporation which is a member may authorise by resolution of its directors or other governing body such a person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50. Please indicate with an X in the spaces provided whether you wish your vote(s) to be for or against the Resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Meeting. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or 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 the case of a member whose shares are entered against his name in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
2.
3.
4. 5.
6.
www.greatgroup.com.sg
Linjiang Industrial Area Nanhuan Road, Licheng District Quanzhou Fujian 362000