Professional Documents
Culture Documents
to
Annual Report 2008
Contents
02 Chairman’s Statement
04 CEO’s Review
08 Investment Portfolios
10 Board of Directors
12 Key Executives
13 Corporate Structure
14 Corporate Information
15 Financial Highlights
16 Financial Contents
Chairman’s Statement
Dear Shareholders, In December 2008, Sapphire signed a share swap
agreement to acquire an additional indirect 39.8% stake
On behalf of the Board of Directors of Sapphire in Neijiang Chuanwei Special Steel Co., Ltd (“Special
Corporation Limited (“Sapphire” or the “Group”), I would Steel”) – a subsidiary of Trisonic which specialises in
like to present the annual report for the year ended Hot Rolled Coils and vanadium pentoxide production
31 December 2008 (“FY2008”). in Sichuan, PRC – from its vendors. Sapphire currently
holds an indirect 11.2% equity interest in Special Steel
Sapphire got off to a good start in 2008 when in February and will raise its indirect stake to 51.0% once Singapore
it concluded a Convertible Bonds issue which raised Exchange Limited and shareholders’ approval has been
S$35.0 million, strengthening its financial position as it obtained. The success of the acquisition will transform
continues to source and conclude deals in infrastructure Sapphire from a pure intermediary to a strategic investor.
and resources-related industries. In addition, global steel
prices rose and reached a historic peak in the second Following the Sichuan earthquake in May 2008, demand
quarter of 2008, resulting in Sapphire’s 16.0% owned for steel products is expected to increase as rebuilding
Trisonic International Limited’s (“Trisonic”)* iron ore and efforts continue. The RMB4.0 trillion economic stimulus
steel making operations in PRC contributing positively to package unveiled by the PRC government is also
the Group’s bottom-line in the first half of 2008. expected to have positive effects for the steel industry.
The second half of 2008 saw the collapse of major 2009 will pose new challenges for the Group as
financial institutions worldwide, leading to a global credit the global economic situation continues to unravel.
crisis as well as economic slowdown. As a result of Sapphire believes that its strategic direction is on track
waning demand across the globe, steel prices declined and will exercise prudence in evaluating any emerging
and affected the performance of Trisonic. Despite this, opportunity that comes our way.
Trisonic contributed S$6.3 million to the Group’s bottom-
line for FY2008. I would like to take this opportunity to welcome our new
Independent Director, Mr Wei Jian Ping who joined the
Consequently, the Group recorded a net profit of Board on 18 September 2008. It is my firm belief that Mr.
S$1.09 million and S$10.5 million in revenue for Wei, with his extensive experience and understanding of
FY2008. Sapphire’s inaugural mineral trading deal PRC law – in line with the Group’s focus in the PRC – will
contributed S$8.4 million to total revenue, through add value to the discussions by the Board. I wish to record
the delivery of iron ore to Tangshan Iron & Steel Co., my appreciation to our Board of Directors, management
Ltd, one of PRC’s biggest steel companies. With and staff for their hard work and dedication in 2008 and
the success of this deal, the Group will actively seek also my most sincere gratitude to our shareholders,
new opportunities across the global landscape for customers and business associates for their unwavering
mineral trading. support and loyalty.
主席致词
各位股东们好: 股东的批准,将把间接所持有的股权增加到51.0%。在
这项收购成功完成后,盛世将从一个纯中间人转型为
我谨此代表盛世企业(“盛世”)董事会向您提呈截 策略投资者。
至2008年12月31日的常年报告。
四川省在2008年5月遭遇到特大地震。但随着灾区重建
盛世在2008年有了一个很好的开端,它在2008年2月 工程的继续,对钢材产品的需求预期会增加。中国政
份通过发行可转换债券,募集到3500万新元的资金, 府总值4万亿元人民币的经济刺激配套,将会给钢铁
增强了集团的财务实力,从而能继续在基础设施和资 行业带来正面的影响。
源相关行业物色和促成交易。另外,全球钢铁价格飙
升,在2008年第二季度达到历史新高,这使得间接拥 因为全球经济形势持续不明朗,集团在2009年将面临
有合创国际有限公司(“合创”) * 16%股权的盛世,极 着新的挑战。盛世坚信它的策略方向是正确的,公司
大地得益于合创在中国经营铁矿和钢铁产品业务的强劲 在评估商机时,将会更严格和谨慎。
增长,为集团2008年上半年的盈利作出了巨大的贡献。
我借此机会欢迎我们的新独立董事魏建平先生。魏先
2008年下半年,横跨全球的主要金融机构的倒闭,导 生于2008年9月18日加入董事会。我个人深信借助魏先
致全球信贷危机和经济放缓。全球需求的逐渐萎缩, 生的广博经验和对中国法律的熟识,将为董事会日后
导致钢铁价格的下滑,从而影响到合创的业绩表现。 的商讨带来很大的益处,这与集团专注于中国的投资也
尽管如此,这项投资仍然为集团在2008财政年带来了 是一致的。我诚挚地感谢董事会成员、管理层和全体
630万新元的盈利。 员工,感谢他们在2008年的努力工作和无私奉献,同
时,也衷心地感谢所有股东、客户和商业伙伴坚定不
因此,集团2008年全年取得了109万新元的净利润和 移的支持和忠诚。
1050万新元的营业额。盛世首宗铁矿石交易,是把铁
矿石卖给中国最大的钢铁公司之一的唐山钢铁有限公
司,为集团带来了840万新元的营业额。随着这项交易 陈英樑
的成功落实,集团将积极地在世界各地寻找矿产贸易 董事会主席
的新商机。
2008年12月,盛世签署了股票互换协议,间接增购内
江川威特殊钢公司(“特殊钢”)的39.8%股权,特殊钢
是合创的一家子公司,位于中国四川省,是一家专门
生产热轧卷和五氧化二钒的企业。目前,盛世间接持
有特殊钢公司11.2%的股权,一旦得到新加坡交易所和
________________________________________________
* Kingston Grand Limited 持有合创40%的股权,盛世通过持有 Kingston Grand Limited 40%的股权,间接持有合创16%的股权。
For the year under review, Sapphire posted revenue of 2008 has been a challenging year and I would like
S$10.5 million, up 28.1% from S$8.2 million in FY2007. to take this opportunity to say a word of thanks to
The Group’s inaugural iron ore trading deal contributed our management team, staff, Board of Directors and
S$8.4 million or 80.0% of total revenue. business associates for the hard work and support
that they have shown for the year under review. Most
Benefitting from record high steel prices, Trisonic importantly, I would like to thank our loyal shareholders
contributed positively to net profit in the first half of for standing by us in a transformative 2008.
2008. However, as a result of falling demand due to the
global credit crisis and economic turmoil, contribution
from Trisonic fell in the second half of 2008. For FY2008, Teo Cheng Kwee
total profit contribution from Trisonic came in at a healthy Chief Executive Officer
S$6.3 million.
2008年,集团决定放弃在上海万康机械施工公司,盛 五氧化二钒是用于增强合金的硬度,诸如钒铁。虽然,
企科技有限公司和济南舜华园建设发展有限公司的投 中国是世界钒铁矿储量最大的国家之一,但是钒在中国
资。这让盛世能够专注于间接增购内江川威特殊钢有 钢铁生产的用量,却远远低于发达国家,由于对高强度
限公司(特殊钢)额外39.8%的股权。 钢铁产品的需求,中国预期会提高钒的用量。
2008年12月22日,盛世宣布一项股票互换协议,这项协 在2008年12月,盛世矿产资源私人有限公司,作为盛世
议最终让集团间接持有特殊钢39.8%的额外股权。一旦 从事矿产贸易的子公司,成功地和中国十大钢铁生产企
获得新加坡交易所和股东的批准,这项交易将间接地把 业之一的唐山钢铁有限公司达成了首宗铁矿石贸易。
财务重点 感言
和2007年的820万新元营业额比较,集团在2008年的营 2008年是极具挑战性的一年,我借此机会向管理层、
业额达到1050万新元,增长了28.1%。首宗完成的铁矿 全体员工、董事会成员和商业伙伴说声谢谢,谢谢您
石交易为集团贡献了840新元或80%的营业额。 们的努力工作和大力支持。最重要的是要感谢忠诚的股
东们,在集团转型的2008年里,仍然大力支持我们。
获益于创历史新高的钢铁价格,合创为2008年上半年
的净利润做出了巨大的贡献。然而,因为全球信贷危
机和经济混乱所带来的负面影响,合创在2008年下半 张青贵
年所做出的贡献略低。尽管如此,合创还是在2008年 总裁
为集团带来了630万新元的利润。
展望
随着各国政府纷纷推出各种经济刺激配套以提振停滞
不前的经济,2009年仍然是极具挑战性的一年。我们
在合创的投资已经取得了骄人的成果,献议收购特殊
钢将有助于盛世转型成与基础设施和资源相关行业的
策略投资者。另外,我们将继续积极地寻找商机推广
铁矿石贸易,把铁矿石供应给中国以及全球市场顶尖
的钢铁厂。
MINING RESOURCES
The business and working experience of the Key Executives are as follows:-
Mr Toh Ewe Kok was appointed as Chief Operating Ms Nicole Ng Kheng Choo was appointed as
Officer of the Company on 1 March 2008. He is also Chief Financial Officer of the Company on 1 January
the General Manager and Director of Sapphire Mineral 2008. She joined the Company in March 2007 as an
Resources Pte Ltd (formerly known as “Sapphire Offshore Assistant Financial Controller and was promoted to
Engineering Pte Ltd”) and has more than 20 years of Group Financial Controller in June 2007. Prior to joining
experience in formwork and construction industry. He the Group, Ms Ng was the Financial Controller of Unigold
joined Sapphire Mineral Resources Pte Ltd in 1998 as International Pte Ltd. She held managerial position in the
a General Manager and was appointed as Director in Audit Group at Deloitte & Touche and has experience in
2001. He assists the Chief Executive Officer in day to auditing, accounting and financial management. In her
day operations of the Company and is also in charge current capacity as CFO, she manages and oversees
of the mineral trading and mining investment business the finance and accounting functions of the Group.
of the Company’s subsidaries. He holds a Bachelor Ms Nicole Ng holds a Bachelor of Accountancy from
Degree in Civil Engineering from the National University Nanyang Technology University and is a Member of the
of Singapore. Institute of Certified Public Accountants of Singapore.
Mr Michael Chua Cheow Khoon joined the Mr Richard Yeo Chin Keat joined the Company
Group as Chief Investment Officer in March 2007. as Senior Manager in July 2008. Richard has twenty-
Mr Chua heads an investment team to assist the five years of commercial and financial experience in
Company to seek and review new investment the International Trade as well as Banking Operations
opportunities, package new investment opportunities to including Compliance, Back-Office, Remittances, Loans
meet Company’s investment threshold and guidelines, Administration etc. He was holding the position of Deputy
ensure smooth execution of investment, monitor General Manager when he left The Asahi Bank Ltd. Prior
performances of investments and planning of IPO for to joining the Company, he was the Senior Manager in
investee companies. He has more than 33 years of the Business Management Department in Kenwood Asia
experience in senior management with exposure in Headquarters overseeing five subsidiaries in Singapore,
manufacturing, accounting & financial controllership, Australia, Dubai, Malaysia and Thailand as well as the
general management and management consulting, Senior Administration and HR Manager for Kenwood
and held senior positions in multinational companies Electronics Singapore Pte. Ltd. The Company taps on
including Gilbeys Australia Pty Ltd, Texas Instruments his past experience to liaise with bankers on financing
Singapore Pte Ltd, Fairchild Singapore Pte Ltd, of various Trade Financing projects under the Company.
Reckitts & Colman Singapore Pte Ltd, the Singapore Richard holds a Master of Business Administration
Technologies group of companies and the Sembcorp (MBA) jointly awarded by The University of Manchester
group of companies, as well as Delifrance Singapore (Manchester Business School) and University of Wales,
Pte Ltd. Prior to joining the Group in 2007, he was CFO/ Bangor, U.K.
Executive Director of SKY China Petroleum Services
Ltd, a public listed company. He graduated from
Mitchell College of Advanced Education 1977
(NSW, Australia). He is a Member of Certified Public
Accountants, CPA Australia.
100%
Tudor Jaya Sdn Bhd
100%
TIL Resources Pte Ltd
100%
Wan Kang Holdings Pte Ltd
Sapphire
100% Sapphire Investment Holdings
Corporation Pte Ltd
Limited
40%
Kingston Grand Limited
40%
Trisonic International Limited
19,198
10,530
8,221
2,913
(6,142)
(4,970)
1,081
9,098
6,935
(5,999)
(4,938)
1,087
The Company endorses the Code of Corporate Governance (“the Code”) issued by the Singapore Exchange Securities
Trading Limited in April 2001 and revised in July 2005.
This Report describes the Company’s corporate governance processes and activities with specific reference to
the Code.
THE CODE
Board Matters
Remuneration Matters
Audit Accountability
Communication with Shareholders
The Board conducts at least four meetings a year and where necessary, additional board meetings are held to address
significant issues or transactions. The Company’s Articles of Association allow a board meeting to be conducted by way
of a telephone conference or by means of similar communication equipment whereby all directors participating in the
meeting are able to hear each other. The attendance of the directors at meetings of the Board and Board committees
during the financial year ended 31 December 2008 is as follows:
• to set the corporate strategy and directions of the Group, approve the broad policies, strategies and financial
objectives of the Group and monitor the performance of management;
• to approve annual budgets, major funding proposals, investment and divestment proposals; and
The Board comprises business leaders and professionals with industry, legal and financial background. Profiles of the
Directors are found on page 10 and 11 of this Report.
The Board delegated certain of its functions to the Executive, Audit, Nominating and Remuneration Committees.
The Executive Committee (“EXCO”) was formed to assist the Board in the management of the Group. The EXCO
comprises the following members:-
The EXCO evaluates and recommends to the Board, policies on matters covering financial control and risk management
of the Group, monitors the effectiveness of the policies set down by the Board and make recommendations or changes
to the policies with the Group’s financial objectives in mind. In addition, the EXCO recommends to the Board on any
investments, acquisitions or disposals and monitors the funding needs of the Group. It also reviews the financial
performance of the Group and initiates actions appropriate for the management of the Group. All minutes of EXCO
meetings are circulated to the Board Members.
On appointment, the Chief Executive Officer will brief new directors on the Group’s business and policies. Directors and
senior executives are encouraged to undergo relevant training to enhance their skills and knowledge, especially on new
laws and regulations affecting the Group’s operations.
The Board comprises 7 directors of whom 5 are Non-Executive Directors. Of the 5 Non-Executive Directors, 4 are
independent of the management and the substantial shareholders. They are Dr Tan Eng Liang, Mr Chan Kum Onn
Roger, Mr Goh Chee Whui and Mr Mohd Iskandar Bin Mohd Isa. Subsequent to Mr Mohd Iskandar Bin Mohd Isa
resignation as a director on 31 March 2008, Mr Wei Jian Ping was appointed as an Independent and Non-Executive
Director on 18 September 2008. The Nominating Committee reviews the independence of each director annually.
There is a clear separation of the role of the Chairman and the Chief Executive Officer. This will provide a healthy
professional relationship between the Board and Management to shape the strategic process.
The Board is also supported by other board key committees to provide independent oversight of Management. These
key committees are the Audit Committee (“AC”), Executive Committee (“EC”), Remuneration Committee (“RC”) and
Nominating Committee (“NC”) and are mainly made up of independent or Non-Executive directors.
Note: C: Chairman
M: Member
Membership in the different committees are carefully managed to ensure that there is equitable distribution of responsibilities
among the Board members. This is to maximise the effectiveness of the Board and to foster active participation and
contribution from the Board members. Diversity of experience and appropriate skills are also considered.
The Board is of the view that the current board size of 7 directors is appropriate after taking into consideration the nature
and scope of the Group’s operations for the effective conduct of the Group’s affairs.
There is a clear separation of the roles and responsibilities between the Chairman and the Chief Executive Officer of
the Company. The Chairman who is Independent and Non-Executive is responsible for the functioning of the Board
and is free to act independently in the best interests of the Group and shareholders while the Chief Executive Officer is
responsible for the Group’s business development and operational decisions. The Chairman ensures that the members
of the Board work together with the Management with the capability and authority to engage Management in constructive
views on various matters, including strategic issues and business planning processes.
NOMINATING COMMITTEE
The Nominating Committee (“NC”) was formed in March 2002. The key roles of the NC are:
• to review and make recommendations to the Board on all appointments and re-appointment of members of
the Board;
• to evaluate and assess the effectiveness of the Board as a whole, and the contribution by each director to the
effectiveness of the Board; and
• to determine the independence of directors in accordance with Guideline 2.1 of the Code.
The NC evaluated the Board’s performance as a whole in FY2008 based on performance criteria set by the Board. Each
individual director assessed the performance of the Board. The assessment parameters include attendance record at
the meetings of the Board and the relevant committees, intensity of participation at meetings, quality of discussions and
any special contributions. The performance measurements ensure that the mix of skills and experience of the directors
continue to meet the needs of the Group. The NC is of the view that each individual director has contributed to the
effectiveness of the Board as a whole. Our Articles of Association require one-third of our directors (except the Chief
Executive Officer) to retire and subject themselves to re-election by shareholders at every AGM (“one-third rotation rule”).
In other words, no director stays in office for more than three years without being re-elected by shareholders. The NC
has recommended that Mr Foo Tee Heng, Mr Goh Hup Jin, Dr Tan Eng Liang and Mr Wei Jian Ping, the Directors retiring
at this Annual General Meeting (“AGM”) to be re-elected.
Although the Non-Executive Directors hold directorships in other companies which are not in the Group, the Board is of
the view that such multiple board representations did not hinder them from carrying out their duties as directors. These
directors would contribute their invaluable experiences to the Board and give it a broader perspective.
ACCESS TO INFORMATION
The Management will provide quarterly management accounts and other relevant information to the Board. The
Management will submit the periodically group performance report and other relevant information to EXCO. In addition,
all other relevant information on material events and transactions are circulated by electronic mail and facsimile to the
directors for review and approval. The senior management staff may be invited to attend the Board and Audit Committee
Meetings to answer queries and to provide insights into its Group’s operations.
The Board has separate and independent access to the senior management and the Company Secretary at all times.
The Board will consult independent professional advice where appropriate.
The Company Secretary attends all board meetings and most committee meetings and is responsible to ensure that
board procedures are adhered. The Company Secretary assists the Board to ensure that the Company complies with
the requirements of the Companies Act and all other rules and regulations applicable to the Company.
DISCLOSURE OF REMUNERATION
The Remuneration Committee (“RC”) was formed in January 2002 and held twelve meetings since March 2002. The RC
has adopted specific terms of reference. The RC will seek independent professional advice, if necessary.
• to review and recommend to the Board in consultation with Management and Chairman of the Board, a
framework of remuneration and to determine specific remuneration packages and terms of employment for each
of the executive directors of the Group including those employees related to executive directors and substantial
shareholders of the Group;
• to recommend to the Board in consultation with Management and the Chairman of the Board, the Sapphire
Share Award Scheme or any long term incentive schemes which may be set up from time to time and to do all
acts necessary in connection therewith; and
• to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions
that may be imposed upon the RC by the Board of Directors from time to time.
• all aspects of remuneration including director’s fees, salaries, allowances, bonuses, options and benefits-in-kinds
should be covered;
• the remuneration packages should be comparable within the industry practices and norms and shall include
a performance related element coupled with appropriate and meaningful measures of assessing individual
executive directors’ performance; and
• the remuneration package or employees related to executive directors and controlling shareholders of the Group
are in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and
levels of responsibilities.
The Non-Executive and independent directors do not have any service contracts. They are paid a basic fee and
additional fees for serving on any of the Committees. The Board recommends payment of such fees to be approved by
shareholders as a lump sum payment at the Annual General Meeting of the Company.
Service Contracts for Executive Directors are for a fixed appointment period of one year and will be reviewed by the
Remuneration Committee on an annual basis. Executive Directors’ remuneration packages consist of salary, allowances
and bonuses. There are no onerous compensation commitments on the part of the Company in the event of termination
of services of the Executive Directors.
The Remuneration Committee also administers the Sapphire Shares Award Scheme (the “Scheme”). The Scheme is
based on the principle of strengthening the Company’s competitiveness in attracting and retaining superior local and
foreign talent. The Scheme allows the Company to target specific performance objectives and to provide an incentive for
participants to achieve these targets. The purpose of the Scheme is to improve the Company’s flexibility and effectiveness
in rewarding, retaining and motivating its employees (including Directors) and to improve their performance.
(i) Group Employees who have been employed for a minimum of one year or such shorter period as the Committee
may determine;
(i) The aggregate number of shares to be delivered (“Award Shares”) on any date shall not exceed fifteen per cent
(15%) of the issued shares of the Company on the day preceding that date;
(ii) The Committee may grant Award Shares at any time during the financial year of the Company;
(iii) The awards of performance shares are conditional on performance target set within the prescribed
performance period;
(iv) The selection of a participant, the number of shares to be awarded, the performance target(s) and other
conditions of the Award shall be determined at the absolute discretion of the Committee, which shall take into
account criteria such as rank, job performance, years of service, potential for future development, contribution
to the success of the Company and its subsidiaries (“the Group”) and extent of effort required to achieve the
performance targets within the performance period set;
(v) The participant has continued to be in employment with the Group from the date of the Award up to the end of
the prescribed vesting period; and
(vi) The participant who met the performance targets but had ceased to be employed by the Company will receive
the shares as allowed by the Scheme.
On 11 August 2008, shares award were granted to Directors, Key Executives and Group Employees. Details of shares
award granted to Directors and Key Executives are as follows:
Number of Shares
Awarded
Executive Directors
Teo Cheng Kwee 57,600,000
Foo Tee Heng 12,000,000
Non-Executive Directors
Dr Tan Eng Liang 13,200,000
Goh Chee Whui 8,000,000
Chan Kum Onn Roger 11,900,000
As at 31 December 2008, no shares award have been granted to controlling shareholders of the Company or associates
of the Company and no employees have received 5% or more of the total share awards available under the Sapphire
Shares Award Scheme.
Further information on the Shares Award Scheme can be found on page 27 under the Directors’ Report.
A breakdown, showing the level and mix of each individual director’s remuneration paid and payable by the Company
for Year 2008 is as follows:
Directors’ Remuneration
* These fees comprise Board and Board Committee fees for year 2008, which are subject to approval by
shareholders as a lump sum at the 2009 Annual General Meeting.
The Company does not have any employee share option schemes or other long-term incentive scheme for directors,
except for the Sapphire Shares Award Scheme which was established by the Company during the year.
The overall wage policy for the employees is linked to performance of the Group as well as individual and is determined
by the Board and its Remuneration Committee. The Board will respond to any queries raised at AGMs pertaining to
such policies. Accordingly, it is the opinion of the Board that there is no necessity for such policies to be approved by
the shareholders.
Disclosure of top four executives’ remuneration (executives who are not directors of the Company) in bands of $250,000
for Year 2008 is as follows:
No spouse, children and immediate family members relating to the Company’s Directors are working for the Group in
the Year 2008.
AUDIT COMMITTEE
In March 2003, the AC was re-constituted to comprise three Non-Executive Directors who are also Independent
Directors. The AC comprises the following:
The Board considers that the members of the AC are appropriately qualified to fulfill their responsibilities as the members
bring with them invaluable managerial and professional expertise in the financial, business and industry domain.
The AC has written term of reference. The AC meets at least four times a year to perform the following functions:
• to review the Group’s audit plans, scope and results with our external auditors;
• to review and approve the quarterly and year-end announcement results and annual financial statements before
submission to Board of Directors;
• to nominate the external auditors for re-appointment and review their independence;
The Company has a whistle blowing policy to encourage and provide a channel to employees to report in good faith and
in confidence, their concerns about possible improprieties in financial reporting or other matters. The objective for such
arrangement is to ensure independent investigation of such matters and for appropriate follow-up action.
The external and internal auditors have full access to the AC and the AC has full access to the Management. The AC
has the authority to commission investigations into any matters, which has or is likely to have material impact on the
Group’s operating and financial results. The AC meets with the internal auditors, without the presence of Management,
at least once a year. The AC reviews the findings from the auditors and the assistance given to the auditors by the
Management.
The AC has reviewed all non-audit services provided by the external auditors for Year 2008 and is satisfied that in AC’s
opinion, such services would not affect the independence of the external auditors.
The external auditors, during their course of audit, will evaluate the effectiveness of the Company’s internal controls
and report to the AC, together with their recommendations, any material weakness and non-compliance of the internal
controls. The AC has reviewed the external audit reports and based on the controls in place, is satisfied that there are
adequate internal controls in the Group.
The AC has appointed PriceWaterhouseCoppers LLP as the internal auditor of the Group to perform internal audit
work under a three years rotation plan based on a risk-based methodology. The internal auditors report directly to the
Chairman of the AC. The internal auditors will submit a report on their findings to the AC for review and approval yearly.
The AC has reviewed the internal audit reports and based on the controls in place, is satisfied that there are adequate
internal controls in the Group.
The Company has in place a policy in respect of any transactions with interested person and has established procedures
for review and approval of the interested person transactions entered into by the Group. The AC has reviewed the rationale
and terms of the Group’s interested person transactions and is of the view that the interested person transactions are on
normal commercial terms and are not prejudicial to the interests of the shareholders.
In compliance with the SGX-ST listing requirement, the Group confirms there were interested parties transactions during
the year under review as shown in the section on Additional Information.
The Company recognizes the need to communicate with the shareholders on all material matters affecting the Group
and does not practise selective disclosure. Price sensitive announcements including quarterly and full year results are
released through SGXNET. A copy of the Annual Report and Notice of Annual General Meeting will be sent to every
shareholder. At AGMs, shareholders are given the opportunity to air their views and ask questions regarding the Group
and its businesses. Separate resolutions on each distinct issue are proposed at general meetings for approval. The
external auditors are present to assist the directors to address any queries raised by shareholders. The Articles of
Association of the Company allow a member of the Company to appoint one or two proxies to attend and vote instead
of the member.
DEALINGS IN SECURITIES
The Company has adopted its Code of Best Practices on Securities Transactions by officers of the Group setting out
the implications of insider trading and regulations with regard to dealings in the Company’s securities by its officers, that
is modelled, with some modifications, on Rule 1207(18) of the SGX-ST Listing Manual. The Company’s Code of Best
Practices provides guidance for directors and employees on their dealings in the Company’s securities. The incumbent
employees are also required to report to the directors whenever they deal in the Company’s shares.
We are pleased to submit this annual report to the members of the Company together with the audited financial
statements for the financial year ended 31 December 2008.
Directors
Directors’ interests
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the
Act), particulars of interests of directors who held office at the end of the financial year (including those held by their
spouses and infant children) in shares in the Company (other than wholly-owned subsidiaries) are as follows:
Holdings Holdings
at beginning at end
Name of director and corporation in which interests are held of the year of the year
Company
Ordinary shares
Teo Cheng Kwee
- interests held 82,591,625 140,191,625
- deemed interest 17,402,500 17,402,500
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares
or debentures of the Company or of related corporations, either at the beginning of the financial year, or date of
appointment, if later, or at the end of the financial year.
There were no changes in any of the above-mentioned interests in the Company between the end of the financial year
and 21 January 2009.
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
objects are, or one of whose objects is, 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.
During the financial year, the Company and its related corporations have in the normal course of business entered into
transactions with a director, a firm of which a director is a partner as well as major shareholder and its related corporations
(companies in which one of the directors is deemed to have substantial financial interest). Such transactions comprised
building works, purchases and sales of construction materials, property rental services and other transactions carried
out on normal commercial terms. The directors have neither received nor become entitled to receive any benefit arising
out of these transactions other than those to which they are ordinarily entitled to as shareholders of these companies
or members of the firm.
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 30 to the financial
statements, since the end of the last 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.
The Sapphire Shares Award Scheme (the “Scheme”) of the Company was approved and adopted by its members at
an Extraordinary General Meeting held on 25 April 2008. The Scheme is administered by the Company’s Remuneration
Committee (the “Committee”) whose function is to assist the Board of Directors in reviewing remuneration and related
matters. The Committee is responsible for the administration of the Scheme and comprises four directors, Dr Tan Eng
Liang, Goh Chee Whui, Goh Hup Jin and Chan Kum Onn Roger.
The purpose of the Scheme is to improve the Company’s flexibility and effectiveness in rewarding, retaining and motivating
its employees (including Directors) and to improve their performance.
(i) Group Employees who have been employed for a minimum of one year or such shorter period as the Committee
may determine;
(i) The aggregate number of shares to be delivered (“Award Shares”) on any date shall not exceed fifteen per cent
(15%) of the issued shares of the Company on the day preceding that date;
(ii) The Committee may grant Award Shares at any time during the financial year of the Company;
(iii) The awards of performance shares are conditional on performance target set within the prescribed performance
period;
(iv) The selection of a participant, the number of shares to be awarded, the performance target(s) and other conditions
of the award shall be determined at the absolute discretion of the Committee, which shall take into account criteria
such as rank, job performance, years of service, potential for future development, contribution to the success of
the Company and its subsidiaries (“the Group”) and extent of effort required to achieve the performance targets
within the performance period set;
(v) The participant has continued to be in employment with the Group from the date of the Award up to the end of
the prescribed vesting period; and
(vi) The participant who met the performance targets but had ceased to be employed by the Company will receive
the shares as allowed by the Scheme.
The details of shares awarded to participants on 11 August 2008 for their performance in year 2007 were as follows:
Number of Shares
Awarded
Executive Directors
Teo Cheng Kwee 57,600,000
Foo Tee Heng 12,000,000
Non-Executive Directors
Dr Tan Eng Liang 13,200,000
Goh Chee Whui 8,000,000
Chan Kum Onn Roger 11,900,000
As at 31 December 2008, no shares award have been granted to controlling shareholders of the Company or associates
of the Company and no employees have received 5% or more of the total share awards available under the Scheme.
Except for the above Award Shares granted during the financial year, there were:
(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company
or its subsidiaries; and
(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.
Audit Committee
The Audit Committee performs the functions specified by Section 201B of the Companies Act, the SGX Listing Manual
and the Code of Corporate Governance.
The Audit Committee has held four meetings since the last directors’ report. In performing its functions, the Committee
also reviewed the overall scope of the internal and external audits, the independence of the external auditors and the
assistance given by the Company’s officers to the auditors. It met with the Company’s external auditors to discuss the
results of their examinations and their evaluation of the Company’s system of internal accounting controls over financial
reporting as part of their audit. The consolidated financial statements of the Group and the financial statements of the
Company were reviewed by the Audit Committee prior to their submission to the directors of the Company for adoption.
With the assistance of the internal auditors, the Audit Committee also reviewed interested person transactions (as
defined in Chapter 9 of the Listing Manual of the Singapore Exchange) conducted during the financial year. The Audit
Committee has full access to and the co-operation of management for it to discharge its functions. The external
auditors have unrestricted access to the Audit Committee.
The Audit Committee has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-
appointment as auditors at the forthcoming Annual General Meeting of the Company.
Auditors’ remuneration
The Audit Committee reviewed the independence of the auditors as required under Section 206(1A) of the Companies
Act and determined that the auditors were independent in carrying out their audit of the financial statements.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
25 March 2009
In our opinion:
(a) the financial statements set out on pages 33 to 83 are drawn up so as to give a true and fair view of the state
of affairs of the Group and of the Company as at 31 December 2008 and of the results, changes in equity
and cash flows of the Group and the changes in equity of the Company for the year ended on that date in
accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting
Standards; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
25 March 2009
We have audited the accompanying financial statements of Sapphire Corporation Limited (the Company) and its
subsidiaries (the Group), which comprise the balance sheets of the Group and the Company as at 31 December 2008,
the income statement, statement of changes in equity and cash flow statement of the Group, and the statement of
changes in equity of the Company for the year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 33 to 83.
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the
provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. This
responsibility includes:
(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance
that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly
authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss
accounts and balance sheets and to maintain accountability of assets;
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 whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s 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 entity’s preparation and fair presentation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s 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.
Opinion
In our opinion:
(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial
Reporting Standards to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2008 and the results, changes in equity and cash flows of the Group and the changes in equity of the
Company for the year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions
of the Act.
KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore
25 March 2009
Group Company
Note 2008 2007 2008 2007
$ $ $ $
Non-current assets
Property, plant and equipment 3 154,298 72,014 123,736 20,885
Interests in subsidiaries 4 - - 8,600,003 8,600,005
Interests in associates 5 67,809,674 62,048,323 45,041,737 45,043,311
Other investments 7 1,700 5,670 1,700 5,670
Long-term loan receivable from an associate 8 9,583,813 - 9,583,813 -
77,549,485 62,126,007 63,350,989 53,669,871
Current assets
Inventories 9 44,164 - - -
Contracts-in-progress in excess of
progress billings 10 231,012 333,444 - 34,198
Development properties 11 12,544,031 13,023,369 - -
Trade and other receivables 12 19,048,145 4,487,738 18,218,229 9,514,148
Cash at bank and in hand 16 21,155,596 3,707,111 19,302,557 883,126
Asset held for sale 17 - 5,504,500 - 5,504,500
53,022,948 27,056,162 37,520,786 15,935,972
Equity attributable to
equity holders of the Company
Share capital 18 162,576,834 155,335,434 162,576,834 155,335,434
Reserves 19 (71,172,175) (73,778,609) (97,533,872) (92,002,321)
Total equity 91,404,659 81,556,825 65,042,962 63,333,113
Non-current liabilities
Financial liabilities 21 33,446,917 - 33,446,917 -
Current liabilities
Progress billings in excess of
contracts-in-progress 10 56,613 5,088 56,613 5,088
Trade and other payables 22 4,750,880 7,123,840 1,431,320 5,857,650
Financial liabilities 21 393,963 - 393,963 -
Provisions 23 519,401 496,416 500,000 409,992
5,720,857 7,625,344 2,381,896 6,272,730
Group
Note 2008 2007
$ $
Attributable to:
Equity holders of the Company 1,086,910 19,291,322
Minority interest – –
Profit for the year 1,086,910 19,291,322
Fair Currency
Share Capital Merger Other Hedging value translation Accumulated
capital reserve reserve reserve reserve reserve reserve losses Total
$ $ $ $ $ $ $ $ $
Group
At 1 January 2007 98,883,057 320,446 417,550 (182,313) – 75,251 12,323 (92,591,320) 6,934,994
Exchange differences on
translation of net assets/
(liabilities) of foreign
subsidiaries and associates – – – – – – 22,492 – 22,492
Realised fair value gain – – – – – (75,251) – – (75,251)
Net gains/(losses) recognised
directly in equity – – – – – (75,251) 22,492 – (52,759)
Profit for the year – – – – – – – 19,291,322 19,291,322
Total recognised (losses)/
gains for the year – – – – – (75,251) 22,492 19,291,322 19,238,563
Issue of shares (net
of expenses) 56,452,377 – – (1,069,109) – – – – 55,383,268
At 31 December 2007 155,335,434 320,446 417,550 (1,251,422) – – 34,815 (73,299,998) 81,556,825
Exchange differences on
translation of net assets/
(liabilities) of foreign
subsidiaries and associates – – – – – – (1,376,861) – (1,376,861)
Effective portion of changes
in fair value of cash flow
hedges, net of tax – – – – (463,169) – – – (463,169)
Net gains/(losses) recognised
directly in equity – – – – (463,169) – (1,376,861) – (1,840,030)
Profit for the year – – – – – – – 1,086,910 1,086,910
Total recognised (losses)/
gains for the year – – – – (463,169) – (1,376,861) 1,086,910 (753,120)
Issue of shares (net
of expenses) 7,241,400 – – (97,816) – – – – 7,143,584
Equity component of
convertible bonds – 3,457,370 – – – – – – 3,457,370
At 31 December 2008 162,576,834 3,777,816 417,550 (1,349,238) (463,169) – (1,342,046) (72,213,088) 91,404,659
Equity component of
convertible bond – 3,457,370 – – – 3,457,370
At 31 December 2008 162,576,834 3,619,370 (1,349,238) (463,169) (99,340,835) 65,042,962
Investing activities
Acquisition of associates – (37,698,687)
Dividend income from an associate – 87,267
Interest received 242,303 165,200
Loan to an associate (13,855,000) –
Loan to an associate disposed during the year (1,391,416) –
Net cash outflow from acquisition of subsidiaries 29 – (19,767)
Net cash outflow from disposals of subsidiaries 28 – (63,662)
Other investments – 780
Proceed from sale of an associate 3,000 –
Proceeds from disposal of property, plant and equipment – 1,894
Proceeds from sale of asset held for sale 7,832,000 –
Purchase of property, plant and equipment (86,749) (78,360)
Cash flows from investing activities (7,255,862) (37,605,335)
Non-cash transactions
- the Group acquired property, plant and equipment with an aggregate cost of $156,749 (2007: $78,360) of which
$70,000 (2007: $nil) were acquired by means of finance lease. Cash payments of $86,749 (2007: $78,360) were
made to purchase property, plant and equipment.
- the Company issued 457,973,499 ordinary shares for settlement of commission, consultancy and agent fees as
well as the Sapphire Share Award Scheme.
The financial statements were authorised for issue by the directors on 25 March 2009.
Sapphire Corporation Limited (the Company) is incorporated in the Republic of Singapore and has its registered
office at 1 Sophia Road, #05-03 Peace Centre, Singapore 228149. Its principal place of business is at 123
Genting Lane, #07-02 Yenom Industrial Building, Singapore 349574.
The principal activities of the Company were those relating to the sale of paints and building materials, repair and
renovation works, building construction and retrofitting works, painting contractor and investments in resources
and infrastructure-related companies. The principal activities of the subsidiaries are set out in note 4.
The consolidated financial statements relate to the Company and its subsidiaries (referred to as the Group) and
the Group’s interests in associate and joint ventures.
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).
The financial statements have been prepared on the historical cost basis except for certain financial assets and
financial liabilities which are measured at fair value. Non-current assets and assets or disposal groups held for
sale are measured at the lower of the carrying amount and fair value less costs to sell.
The financial statements are presented in Singapore dollars which is the Company’s functional currency.
The preparation of financial statements in conformity with FRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amount recognised in the financial statements are
described below:
• Note 2.6 contains information on the assessment of impairment loss in respect of financial assets. In
particular, the Group evaluates whether there is any objective evidence that trade receivables are impaired,
and determines the amount of impairment loss as a result of the inability of the customers to make
required payments. The Group determines the estimates based on the aging of the trade receivables
balance, credit-worthiness, and historical write-off experience. If the financial condition of the customers
were to deteriorate, actual write-offs would be higher than estimated.
• Note 2.17 - revenue and profit recognition on uncompleted projects are dependent on estimating the total
outcome of the construction contract, as well as work done to date. Actual outcome in terms of total
costs or revenue may be higher or lower than estimated at the balance sheet date, which would affect the
revenue and profit recognised in future years as an adjustment to the amounts recorded to date. As at
31 December 2008, the management considered that all costs to complete and revenue can be reliably
estimated.
• Note 5 contains information about the basis used in the assessment of impairment review of interests in
associates.
• Note 11 contains information about the measurement of the recoverable amount of development properties.
• Note 23 contains information about the assumptions relating to provision for rectification costs and claims
and fees.
The accounting policies set out below have been applied consistently by the Group. The accounting policies
used by the Group have been applied consistently to all periods presented in these financial statements.
2.2 Consolidation
Business combinations
From 1 January 2005, business combinations are accounted for under the purchase method. The cost of an
acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition.
The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
over the cost of acquisition is credited to the income statement in the period of the acquisition.
Prior to 1 January 2005, business combinations which meet the criteria for merger accounting are accounted for
under the pooling of interests method. Under this method of accounting, where the consideration paid exceeds/
is less than the nominal value of the issued share capital acquired, the difference is recorded as a merger deficit/
reserve. The consolidated financial statements include the results of operations and the assets and liabilities
of the pooled enterprises as if they had been part of the Group for the whole of the current and preceding
periods.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential
voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control
ceases.
Associates are those entities in which the Group has significant influence, but not control, over their financial
and operating policies. Significant influence is presumed to exist when the Group holds between 20% to 50%
of the voting power of another entity. Associates are accounted for using the equity method. The consolidated
financial statements include the Group’s share of the income, expenses and equity movement of associates after
adjustments to align the accounting policies with those of the Group, from the date that significant influence
commences until the date that significant influence ceases.
When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest
(including any long-term investments) is reduced to zero and the recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Joint ventures are those entities over whose activities the Group has joint control, established by contractual
agreement and requiring unanimous consent for strategic financial and operating activities. The consolidated
financial statements include the Group’s proportionate share in the joint ventures’ individual income, expenses,
assets and liabilities with items of a similar nature in the consolidated financial statements on a line by line
basis, after adjustments to align the accounting policies with those of the Group, from the date that joint control
commences until the date that joint control ceases.
Where the audited financial statements are not available, the share of results is arrived at from unaudited
management financial statements made up mainly to the end of the accounting year to 31 December.
Intra-group balances and any unrealised income or expenses arising from intra-group transactions, are eliminated
in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates
and joint venture are eliminated against the investment to the extent of the Group’s interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
Investments in subsidiaries, associates and joint ventures are stated in the Company’s balance sheet at cost less
accumulated impairment losses.
Transactions in foreign currencies are translated at the respective functional currencies of Group entities at the
exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-
monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated
to the functional currency at the exchange rate at the date on which the fair value was determined.
Foreign currency differences arising on retranslation are recognised in the income statement, except for available-
for-sale equity instruments (see note 2.6).
Foreign operations
The assets and liabilities of foreign operations are translated to Singapore dollars, the functional currency of the
Company, at exchange rates prevailing at the reporting date. The income and expenses of foreign operations
are translated to Singapore dollars at exchange rates prevailing at the dates of the transactions. Goodwill and
fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated as
assets and liabilities of the foreign operation and translated at the closing rate. For acquisitions prior to 1 January
2005, the exchange rates at the date of acquisition were used.
Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation
is disposed of, in part or in full, the relevant amount in the foreign exchange translation reserve is transferred to
the income statement.
Exchange differences arising from monetary items that in substance form part of the Company’s net investment
in a foreign operation are recognised in the Company’s income statement. Such exchange differences are
reclassified to equity in the consolidated financial statements. When the foreign operation is disposed of, the
cumulative amount in equity is transferred to the income statement as an adjustment to the profit or loss arising
on disposal.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset
to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the
site on which they are located. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost
can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised
in the income statement as incurred.
Depreciation on property, plant and equipment is recognised in the income statement on a straight-line basis over
their estimated useful lives (or lease term, if shorter) of each part of an item of property, plant and equipment.
Fully depreciated assets are retained in the financial statements until they are no longer in use. Depreciation
methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.
Goodwill and negative goodwill arise on the acquisition of subsidiaries, associates and joint ventures.
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the acquiree.
Goodwill arising on the acquisition of subsidiaries is presented in intangible assets. Goodwill and intangibles
arising on the acquisition of associates and joint ventures are presented together with investments in associates
and joint ventures.
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described
in note 2.8. Negative goodwill is recognised immediately in the income statement.
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost
less accumulated amortisation and impairment losses. Other intangible assets are amortised in the income
statement on a straight-line basis over their estimated useful lives from 5 to 50 years, from the date on which they
are available for use.
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other
receivables, cash and cash equivalents, financial liabilities, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, any directly attributable transaction
costs. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire
or if the Group transfers the financial asset to another party without retaining control or transfers substantially
all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for
at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are
derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are repayable on
demand and that form an integral part of the Group’s cash management are included as a component of cash
and cash equivalents for the purpose of the cash flow statement.
The Group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent
to initial recognition, they are measured at fair value and changes therein, other than for impairment losses,
are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is
transferred to the income statement.
Where available-for-sale equity investment does not have a quoted market price in an active market and other
methods of determining fair value do not result in a reasonable estimate, the investment is measured at cost less
impairment losses.
Other
Other non-derivative financial instruments are measured at amortised cost using the effective interest method
less any impairment losses.
The Group holds derivative financial instruments to hedge its foreign currency risk exposure.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the income
statement when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes
therein are accounted for as described below.
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised
directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in
fair value are recognised in the income statement.
The Group assesses hedge effectiveness by comparing changes in the fair value of the forward contract with
changes in fair value of the hedged receivable. In its assessment, the Group also takes into consideration the fact
that the principal terms of the forward contract and those of the hedged receivable are the same.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or
exercised, hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in
equity remains there until the forecast transaction occurs. The amount recognised in equity is transferred to the
income statement in the same period that the hedged item affects profit or loss.
A financial asset is assessed at each reporting date to determine whether there is objective evidence that it is
impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events
have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount, and the present value of the estimated future cash flows discounted at the original
effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by
reference to its current fair value.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial
assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in the income statement. Any cumulative loss in respect of an available-for-
sale financial asset recognised previously in equity is transferred to the income statement.
Impairment losses in respect of financial assets measured at amortised cost are reversed if the subsequent
increase in fair value can be related objectively to an event occurring after the impairment loss was recognised.
Impairment losses once recognised in the income statement in respect of available-for-sale equity securities are
not reversed through the income statement. Any subsequent increase in fair value of such assets is recognised
directly in equity.
Share capital
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity,
net of any tax effects.
2.7 Leases
Finance lease
Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified
as finance leases. Upon initial recognition, property, plant and equipment acquired through finance leases are
capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent to
initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Leased assets are depreciated over the shorter of the lease term and their useful lives. Lease payments are
apportioned between finance expense and reduction of the lease liability. The finance expense is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the
remaining term of the lease when the lease adjustment is confirmed.
At inception, an arrangement that contains a lease is accounted for as such based on the terms and conditions
even though the arrangement is not in the legal form of a lease.
Operating lease
Where the Group has the use of assets under operating leases, payments made under the leases are recognised
in the income statement on a straight-line basis over the term of the lease. Lease incentives received are
recognised in the income statement as an integral part of the total lease payments made. Contingent rentals are
charged to the income statement in the accounting period in which they are incurred.
The carrying amounts of the Group’s non-financial assets, other than inventories are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, the assets’
recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date,
and as and when indicators of impairment are identified.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
estimated recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates
cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the
income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce
the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other
assets in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset or cash-generating unit.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
2.9 Inventories
Inventories, which comprise inventories of iron ore, are stated at the lower of cost and net realisable value. Cost
is calculated using the weighted average cost formula and comprises all costs of purchase and other costs
incurred in bringing the inventories to their present location and condition. Net realisable value represents the
estimated selling price in the ordinary course of business, less the estimated costs of completion and selling
expenses.
Development properties are those properties which are held with the intention of development and sale in the
ordinary course of business. They are stated at the lower of cost plus, where appropriate, a portion of attributable
profit, and estimated net realisable value, net of progress billings. Net realisable value represents the estimated
selling price less costs to be incurred in selling the property.
The cost of properties under development comprise specifically identified costs, including acquisition costs,
development expenditure, borrowing costs and other related expenditure. Borrowing costs payable on loans
funding a development property are also capitalised, on a specific identification basis, as part of the cost of the
development property until the completion of development.
2.11 Contracts-in-progress
Contracts-in-progress represents the gross unbilled amount expected to be collected from customers for
contract work performed to date. It is measured at cost plus profit recognised to date less progress billings and
recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and
variable overheads incurred in the Group’s contract activities based on normal operating capacity.
If payments received from customers exceed the income recognised, the difference is presented as part of other
payables in the balance sheet.
Assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through
sale rather than through continuing use are classified as held for sale. Immediately before classification as held for
sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting
policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount
and fair value less cost to sell. Impairment losses on initial classification as held for sale and subsequent gains
or losses on remeasurement are recognised in the income statement. Gains are not recognised in excess of any
cumulative impairment loss.
Obligations for defined contribution plans are recognised as an expense in the income statement as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus if the Group has a
present legal or constructive obligation to pay this amount as a result of past service provided by the employee
and the obligation can be estimated reliably.
Share-based payments
Under the Sapphire Shares Award Scheme (“Award Shares”), participants will receive fully paid ordinary shares
of the Company for no consideration, provided that certain pre-determined corporate performance targets are
met within a prescribed performance period.
The Award Shares are accounted for as equity-settled share-based payments. Equity-settled share-based
payments are measured at fair value at the date of the grant. The Award Shares expense is recognised in the
income statement with a corresponding adjustment to equity.
2.14 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
Upon completion of a contract, unutilised provision for future rectification costs is transferred to a provision for
rectification costs. Any surplus of provision will be written back at the end of the warranty period while additional
provision, where necessary, is made when foreseeable. The provision is made based on estimated costs to carry
out the rectification works.
Financial guarantee contracts are accounted for as insurance contracts. A provision is recognised based on
the Company’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date.
The provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount
recognised and the amount that would be required to settle the guarantee contract.
Convertible bonds that can be converted to share capital at the option of the holder and when the number of shares
issued does not vary with changes in their fair values are accounted for as compound financial instruments.
The liability component of a compound financial instrument is recognised initially at the fair value of a similar
liability that does not have an equity conversion option. The equity component is recognised initially at the
difference between the fair value of the compound financial instrument as a whole and the fair value of the liability
component. Any directly attributable transaction costs are allocated to the liability and equity components in
proportion to their initial carrying amounts. Transaction cost relating to the liability component is deferred and
recognised as an expense over the period that the compound financial instruments is outstanding using the
effective interest method.
Subsequent to initial recognition, the liability component of compound financial instruments is measured at
amortised cost using the effective interest method. The equity component of a compound financial instrument is
not remeasured subsequent to initial recognition.
Interests, dividends, losses and gains relating to the financial liability are recognised in the income statement.
Sale of goods
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks
and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, there is no continuing management
involvement with the goods, and the amount of revenue can be measured reliably.
Transfer of risks and rewards vary depending on the individual terms of the sale. For sale of iron ore, transfer
usually occurs when the product is received at the customer’s warehouse; however, for some international
shipments, transfer occurs upon loading of the goods on to the relevant carrier.
Construction contracts
As soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are
recognised in the income statement in proportion to the stage of completion of the contract. Contract revenue
includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive
payments to the extent that it is probable that they will result in revenue and can be measured reliably.
The stage of completion is assessed by reference to surveys of work performed. When the outcome of a
construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract
costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in the
income statement.
The Group recognises income on property development projects when the risks and rewards of ownership have
been transferred to the buyer through either the transfer of legal title or an equitable interest in a property. In
cases where the Group is obliged to perform any significant acts after the transfer of legal title or an equitable
interest, revenue is recognised as the acts are performed based on the percentage of completion method under
Recommended Accounting Practice (RAP) 11 Pre-completion Contracts for the Sale of Development Property
issued by the Institute of Certified Public Accountants of Singapore in October 2005. Under RAP 11, when
(a) construction is beyond a preliminary stage, (b) minimum down payment criteria are met, (c) sales prices
are collectible, and (d) aggregate sales proceeds and costs can be reasonably estimated, the percentage of
completion method is an allowed alternative. If any of the above criteria are not met, pre-completion proceeds
received are accounted for as deposits until such criteria are met.
Under the percentage of completion method, the percentage of completion is measured by reference to the work
performed, based on the ratio of costs incurred to date to the estimated total costs for each contract. Profits are
recognised only in respect of finalised sales agreements to the extent that such profits relate to the progress of
the construction work.
The Group has not commenced the development and sale of the development properties. No revenue has been
recognised to date.
Revenue is recognised when services and goods are delivered and accepted by the customers.
Dividends
Dividend income is recognised in the income statement when the shareholders’ right to receive payment is
established.
Interest income
Sale of investments
Income from sale of investments is recognised when the Company has substantially transferred all risks and
rewards of ownership at the date of exchange.
Finance costs comprise interest expense on borrowings. Interest expense is recognised in the income statement
using the effective interest method.
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income
statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised
in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit, and differences relating to investments in subsidiaries and joint ventures to
the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the
tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Furniture,
Plant fittings
and and office Motor
machinery equipment vehicles Renovation Total
Group $ $ $ $ $
Cost
At 1 January 2007 295,146 545,491 254,425 – 1,095,062
Additions – 45,798 – 32,562 78,360
Disposals (38,696) (251,046) – – (289,742)
Translation differences on consolidation (109) (427) (314) 32 (818)
At 31 December 2007 256,341 339,816 254,111 32,594 882,862
Additions – 25,499 121,000 10,250 156,749
Disposals (256,341) (28,506) – – (284,847)
Translation differences on consolidation – 1,355 6,601 1,965 9,921
At 31 December 2008 – 338,164 381,712 44,809 764,685
Carrying amount
At 1 January 2007 30,000 46,398 2,838 – 79,236
At 31 December 2007 – 42,815 – 29,199 72,014
At 31 December 2008 – 39,017 96,800 18,481 154,298
Furniture,
Plant fittings
and and office Motor
machinery equipment vehicles Total
Company $ $ $ $
Cost
At 1 January 2007 238,675 264,518 78,011 581,204
Additions – 26,180 – 26,180
Disposals – (62,142) – (62,142)
At 31 December 2007 238,675 228,556 78,011 545,242
Additions – 25,499 121,000 146,499
Disposals (238,675) (1,005) – (239,680)
At 31 December 2008 – 253,050 199,011 452,061
Carrying amount
At 1 January 2007 30,000 10,174 2,066 42,240
At 31 December 2007 – 20,885 – 20,885
At 31 December 2008 – 26,936 96,800 123,736
During the year, the Group and the Company acquired a motor vehicle with an aggregate cost of $121,000
(2007: $nil) and net book value of $96,800 (2007: $nil) under finance lease.
4 Interests in subsidiaries
Company
2008 2007
$ $
In 2007, an impairment loss of $1,124,000 was recognised in the Company’s income statement in view of
the recurring losses of a subsidiary. The Directors of the Company had assessed the recoverable value of the
Company’s investments in the subsidiaries based on the subsidiaries’ estimated fair value.
Effective equity
Country of interest held by
Name of subsidiaries Principal activities incorporation the Group
2008 2007
% %
Sapphire Construction & Development Pte Ltd Construction and Singapore 100 100
(formerly known as Caravelle Construction & development of properties
Development Pte Ltd) (1) and its subsidiary:
Sapphire Mineral Resources Pte. Ltd. (1) and its Trading in minerals and Singapore 100 100
subsidiaries: iron ore
- Sapphire Mineral Resources (HK) Limited (3) Provision of trade facilities Hong Kong 100 100
Sapphire (Shanghai) Management Consultancy Management consulting People’s Republic 100 100
Company Limited (4) + of China
Sapphire Investment Holdings Pte Ltd (5) Under member’s voluntary Singapore 100 100
liquidation
Wan Kang Holdings Pte. Ltd. (5) Under member’s voluntary Singapore 100 100
liquidation
5 Interests in associates
Group Company
2008 2007 2008 2007
$ $ $ $
* Included in share of reserves are the Group’s share of post-acquisition of statutory reserves of subsidiaries of
an associate situated in People’s Republic of China of approximately $1,321,316 (2007: $489,762) that are not
distributable as cash dividends.
The Group determines whether there is impairment on the investment in associates on an annual basis. The level
of allowance is evaluated by the Group on the basis of factors that affect the recoverability of the investments.
These factors include, but are not limited to, the activities and financial position of the entities, and market factors.
The Group estimates the future cash flows expected from the cash-generating units and an appropriate discount
rate in order to calculate the present value of the future cash flows. Management has evaluated the recoverability
of those investments based on such estimates and is satisfied that no allowance for impairment is necessary.
Effective equity
Country of interest held by
Name of associates Principal activities incorporation the Group
2008 2007
% %
Kingston Grand Limited (1) and its Investment holding British Virgin 40 49
associate: Islands
- Trisonic International Limited and its Investment holding Hong Kong 16 19.60
subsidiaries:
- Weiyuan Steel Co., Ltd Manufacture steel People’s Republic 10.88 13.33
products of China
- Neijiang Chuanwei Special Steel Co., Ltd Manufacture steel People’s Republic 11.20 13.72
products and hot of China
rolled coils
- Neijiang Bowei Fuel & Chemical Co., Ltd Manufacture coke for People’s Republic 11.20 13.72
production of steel of China
products
- Huili County Caitong Iron and Titanium Business of mining, People’s Republic - 14.11
Co., Ltd. and its subsidiary (2) ore processing, iron of China
pelletising and sale of iron
concentrates, iron pellets
and titanium concentrates
Industrial Contracts Marketing (2001) Pte Ltd (3) Provision of painting and Singapore 36.67 36.67
renovation services
Hainan I.R.E. Letian Construction & Decoration Provision of building People’s Republic 49 49
Engineering Co., Ltd (4)+ renovation services of China
LED System Technology Pte Ltd * (5) Real estate development Singapore – 30
and investment holding
(1) Not required to be audited by law in the country of incorporation. However, the associate of Kingston
Grand Limited and its subsidiaries are audited by other member firm of KPMG International.
(2) In 2008, Huili County Caitong Iron and Titanium Co. Ltd (“Caitong”) and its subsidiary went through a
corporate restructuring exercise to form the present China Vanadium Titano-Magnetite Mining Company
Limited and its subsidiaries. The effective equity interest of the Group in Caitong in 2008 is 11.52% (2007:
14.11%).
(3) Audited by Kung Seah Lim & Co., Republic of Singapore
(4) Audited by Neuventure Certified Public Accountants, Shanghai, People’s Republic of China
(5) Audited by Richard Lim & Co., Republic of Singapore
+ This associate is foreign enterprise established in the People’s Republic of China for operating term of
15 to 25 years. Cost of investment represents capital contributed in accordance with the terms of the
investment agreement.
* Disposed in 2008
The financial information of the associates which is not adjusted for the percentage of ownership held by the
Group is as follows:
Group
2008 2007
$ $
Assets and liabilities
Total assets 139,763,046 107,677,101
Total liabilities (7,842,274) (22,805,310)
Results
Revenue 15,130,544 11,693,766
Profit after income tax 16,250,719 7,270,818
In August 2007, the Group completed its acquisition of Kingston Grand Limited (“Kingston”) for a consideration
of $43.8 million. Kingston group of companies are in the business of integrated steel-making with its principal
activities carried out in the province of Sichuan, the People’s Republic of China (“PRC”). The Kingston Group
owns 2 iron ore mines and produces predominantly for the local market especially in the construction industry.
Management completed the purchase price allocation exercise and fair value has been assigned to the following
net identifiable assets of Kingston:
Carrying Fair value
Note amounts adjustments Fair value
$ $ $
Intangibles comprise mainly mining rights, land use rights, customers’ relationship and brand name of approximately
$8,731,452, $2,450,841, $1,233,606 and $7,169,446 respectively. There are no rules or guidelines under the
existing rules and regulations in the PRC as to the responsibility of restoration upon expiry of land use rights.
There is no reliable estimation to the cost of restoration and the expenditure is not probable.
The resultant negative goodwill which represents a discount in the purchase consideration is consistent with
management’s expectation as the purchase consideration was based on net tangible assets value of Kingston.
This relates to an unincorporated joint venture entered into by the Company with third party to jointly undertake
construction projects.
The share of the assets and liabilities of the joint venture as at 31 December 2008 and the results for the year,
which have been included in the balance sheets and income statements of the Group and of the Company on a
proportionate consolidation basis, are as follows:
2008 2007
$ $
Results
Expenses (1,015) (1,667)
Loss before income tax (1,015) (1,667)
The joint venture is not a taxable person. Its taxable income is taxable proportionately on the joint venture partners.
7 Other investments
Group and Company
2008 2007
$ $
On 2 April 2008, the Company disbursed a loan of US$10.0 million to Trisonic International Limited (“TIL”), a
40% entity held by Kingston Grand Limited. The Group has an effective interest of 16% in TIL. In accordance
to the shareholder’s loan agreement dated 28 March 2008, the loan bears interest at 8% per annum and is
repayable annually over 3 years commencing from 6 April 2009. The loan is secured with TIL shares owned by
a shareholder of TIL. The fair value of these unquoted shares based on the consolidated net asset value of TIL
group at 31 December 2008 was approximately $98.0 million.
9 Inventories
Group
2008 2007
$ $
In 2008, changes in finished goods recognised in cost of sales, amounted to $8,193,964 (2007: $nil).
10 Contracts-in-progress
Group Company
2008 2007 2008 2007
$ $ $ $
11 Development properties
Group
2008 2007
$ $
The development properties of the Group comprise two contiguous parcels of vacant reclaimed development
leasehold land located in Kawasan Bandar VI, District of Melaka Tengah, Melaka Bandaraya Bersejarah in
Malaysia, with an aggregate area of 56,133.56 square metres. Details of the leasehold land are as follows:
The Group has not commenced the development of these properties as at year-end.
The development properties of the Group were last revalued on 3 January 2008 by Khong & Jaafar Sdn Bhd, an
independent valuer, at open market value. The Group had assessed that there was no significant decline in the
carrying value of these properties by making reference to the latest available market price of properties located
in the same vicinity for December 2008.
The maximum exposure to credit risk for loans and receivables at the reporting date for the Group and Company
(by geographical area) is:
Group Company
2008 2007 2008 2007
$ $ $ $
Impairment losses
Impairment Impairment
Gross losses Gross losses
2008 2008 2007 2007
$ $ $ $
Group
Not past due 9,660,570 – 734,375 –
Past due 0 – 30 days 213,611 – 310,212 –
Past due 31 – 120 days 1,156,603 – 718,839 –
Past due 121 – 365 days 4,417,300 1,189,516 154,810 –
More than one year 5,526,551 1,885,803 13,950,257 11,601,880
20,974,635 3,075,319 15,868,493 11,601,880
Company
Not past due 5,035,199 – 488,508 –
Past due 0 – 30 days 285,083 – 4,335,453 –
Past due 31 – 120 days 1,241,531 – 18,680 –
Past due 121 – 365 days 6,167,656 1,514,032 214,366 –
More than one year 10,882,945 4,834,536 18,599,946 14,318,094
23,612,414 6,348,568 23,656,953 14,318,094
The change in impairment losses in respect of trade receivables during the year is as follows:
Group Company
2008 2007 2008 2007
$ $ $ $
The Group monitors its recoverables periodically for collectibility and based on past repayment trends and the
nature of the receivables which comprises of retention sums for completed projects and advances to subsidiaries
for their working capital purposes. The Group believes that no additional impairment losses beyond amounts
provided is necessary.
13 Trade receivables
Group Company
2008 2007 2008 2007
$ $ $ $
Amounts due from subsidiaries are interest-free, unsecured and repayable on demand.
15 Other receivables
Group Company
Note 2008 2007 2008 2007
$ $ $ $
Advances
- employees 139,515 147,705 137,200 137,200
- subcontractors/suppliers 520,588 3,017,184 20,719 2,517,315
Current portion of loan receivable
from an associate 8 4,791,187 – 4,791,187 –
Loan receivables
- an associate disposed during the year 1,391,416 – 1,391,416 –
- others 300,000 250,000 300,000 250,000
Other receivables
- associates 903,963 3,000 903,963 3,000
- others 7,163,560 3,810,623 656,954 595,816
Share of profit warranty given to
an associate * 2,632,334 – – –
17,842,563 7,228,512 8,201,439 3,503,331
Impairment losses (1,847,304) (4,383,300) (157,919) (2,806,776)
15,995,259 2,845,212 8,043,520 696,555
* Under the Joint Venture Agreement between Trisonic International Limited (“TIL”) and Kingston Grand Limited
(“Kingston”) dated 5 December 2007, the vendors of TIL and TIL had jointly and severally warranted and
represented to Kingston that TIL’s Net Profit after Tax (“NPAT”) for the year ended 31 December 2008 would not
be less than US$40.0 million. As security for this warranty, Kingston was given charge over TIL shares owned
by a shareholder of TIL. The fair value of these unquoted shares based on the consolidated net asset value of
TIL group at 31 December 2008 was approximately $98.0 million. The amount representing the Group’s share
of profit warranty of $2,632,334 was taken to income statement for the year ended 31 December 2008, with a
corresponding amount recorded in the balance sheet.
# In 2007, the Group placed a deposit with an investee. An interest of $362,466 representing 15% per annum
was charged on the outstanding amount for the year ended 31 December 2008.
The weighted average effective interest rates per annum relating to cash and cash equivalents, excluding bank
overdrafts, at the balance sheet date for the Group and Company are 0.6% (2007: 0.1%) and 0.6% (2007: 0.1%)
respectively. Interest rates are repriced within one year.
Fixed deposits are pledged to obtain performance bond by a subsidiary as well as against forward exchange
contracts entered to hedge loans receivables from an associate.
Included in fixed deposits are monies amounting to $17,500,000 placed in an escrow account with a security
trustee in relation to the convertible bonds as at 31 December 2008 (see note 21). These monies can be
withdrawn from the escrow account on short notice by the Company, upon agreement of the subscribers, and
used for investments to be made by the Company, general working capital purposes and such other purposes
as may be agreed with the subscribers.
This related to the 25% equity interest in Song Yuan Tian Xi Habor Exploration Pte Ltd (“Tian Xi”) which was
received from Sky China Petroleum Services Ltd (“Sky China”) as finders’ fee for services rendered by the
Company to assist Sky China to procure its investment in Tian Xi. The Company disposed of the entire interest
in Sky China for RMB 40 million ($7,832,000) in 2008 and recognised a net profit of $327,500 after deducting
commission fee paid via issuance of shares (see note 18).
18 Share capital
Group and Company
2008 2007
No. of shares $ No. of shares $
Share Issue
• The Company issued 111,111,111 Ordinary Shares at $0.018 per share as settlement for the commission
fees amounting to $2,000,000.
• The Company issued 175,522,388 Ordinary Shares at $0.0201 per share as settlement for the consultancy
fees and agent fees amounting to $3,528,000.
• The Company issued 171,340,000 Ordinary Shares at $0.01 per share in relation to the Sapphire Share
Award Scheme amounted to $1,713,400.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s
residual assets.
Capital Management
The Board’s objective is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board of Directors monitors the return on
capital, which the Group defines as net operating income divided by total shareholders’ equity excluding minority
interest. The Board also reviews and monitors the level of dividends to ordinary shareholders.
There were no changes in the Group’s approach to capital management during the year.
The Company and its subsidiaries are not subject to externally imposed capital requirements.
19 Reserves
Group Company
2008 2007 2008 2007
$ $ $ $
Capital reserve comprises designated funds appropriated from profits for future expansion programmes in
accordance with the regulations in People’s Republic of China. The capital reserve also includes the equity
component of convertible bonds of $3,457,370 (2007: $nil) and convertible bank loan of $162,000 (2007:
$162,000) for the Group and Company.
Merger reserve represents the difference between the nominal value of shares issued by the Company in exchange
for the nominal value of shares acquired in respect of the acquisition of a subsidiary, Sapphire Construction &
Development Pte Ltd, accounted for under the pooling of interest method.
19 Reserves (cont’d)
Hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments.
The capital reserve, merger reserve and hedging reserve are not available for distribution as dividends.
Other reserve relates to expenses incurred in relation to the issue of shares of the Company.
The currency translation reserve comprises all foreign exchange differences arising from the translation of net
assets/liabilities of foreign subsidiaries and associates and the exchange difference arising from the revaluation of
intra-group loan that in substance form part of the Company’s net investment in a foreign operation.
Movements in reserves for the Group and the Company are set out in the consolidated statement of changes in
equity and statement of changes in equity, respectively.
The Sapphire Shares Award Scheme (the “Scheme”) of the Company was approved and adopted by its
members at an Extraordinary General Meeting held on 25 April 2008. The Scheme is administered by the
Company’s Remuneration Committee (the “Committee”) whose function is to assist the Board of Directors in
reviewing remuneration and related matters. The Committee is responsible for the administration of the Scheme
and comprises four directors, Dr Tan Eng Liang, Goh Chee Whui, Goh Hup Jin and Chan Kum Onn Roger.
The purpose of the Scheme is to improve the Company’s flexibility and effectiveness in rewarding, retaining and
motivating its employees (including Directors) and to improve their performance.
(i) Group Employees who have been employed for a minimum of one year or such shorter period as the
Committee may determine;
(i) The aggregate number of shares to be delivered (“Award Shares”) on any date shall not exceed fifteen per
cent (15%) of the issued shares of the Company on the day preceding that date;
(ii) The Committee may grant Award Shares at any time during the financial year of the Company;
(iii) The awards of performance shares are conditional on performance target set within the prescribed
performance period;
(iv) The selection of a participant, the number of shares to be awarded, the performance target(s) and other
conditions of the award shall be determined at the absolute discretion of the Committee, which shall take
into account criteria such as rank, job performance, years of service, potential for future development,
contribution to the success of the Company and its subsidiaries (“the Group”) and extent of effort required
to achieve the performance targets within the performance period set;
(v) The participant has continued to be in employment with the Group from the date of the Award up to the
end of the prescribed vesting period; and
(vi) The participant who met the performance targets but had ceased to be employed by the Company will
receive the shares as allowed by the Scheme.
The details of shares awarded to participants on 11 August 2008 for their performance in year 2007 were
as follows:
Number of
Shares Awarded
Executive Directors
Teo Cheng Kwee 57,600,000
Foo Tee Heng 12,000,000
Non-Executive Directors
Dr Tan Eng Liang 13,200,000
Goh Chee Whui 8,000,000
Chan Kum Onn Roger 11,900,000
As at 31 December 2008, no shares award have been granted to controlling shareholders of the Company or
associates of the Company and no employees have received 5% or more of the total share awards available
under the Sapphire Shares Award Scheme.
21 Financial liabilities
Group Company
2008 2007 2008 2007
$ $ $ $
Non-current liabilities
Convertible bonds 32,465,042 – 32,465,042 –
Financial derivatives - forward exchange contracts 935,200 – 935,200 –
Finance lease liabilities 46,675 – 46,675 –
33,446,917 – 33,446,917 –
Current liabilities
Financial derivatives - forward exchange contracts 379,969 – 379,969 –
Finance lease liabilities 13,994 – 13,994 –
393,963 – 393,963 –
Fair values of financial derivatives are determined based on valuations provided by the bank at the balance
sheet date.
Convertible bonds
On 6 February 2008, the Company completed a bond issue exercise for $35,000,000, 1.25% convertible bonds
due in 2011 subscribed by Credit Suisse (Singapore) Limited and Centar Investment (Asia) Ltd (collectively, the
“Purchasers”). In accordance with the terms of a deed of assignment entered into between the Company, the
Purchasers and a security trustee, monies amounting to $17,500,000 are placed in this escrow account with the
security trustee as at 31 December 2008.
Pursuant to the terms and conditions of the subscription agreement, the adjusted conversion price (“ACP”)
for the convertible bonds as at 31 December 2008 is $0.0096 per share which is the floor price. Based on the
ACP of $0.0096 per share, the outstanding convertible bonds of principal amounts of $35.0 million in aggregate
can be converted into 3,645,833,333 ordinary shares of the Company. Commencing 5 August 2010, both the
bondholders and the Company may require the redemption of the outstanding bonds amount should certain
conditions (as spelt out in the circular dated 11 January 2008) are met and exercised by the bondholders and the
Company.
As at 31 December 2008, there was no conversion of the convertible bonds by the Purchasers.
During the year, the obligations under finance leases are for the purchase of a motor vehicle. As at 31 December
2008, the Group and Company has obligations under finance leases that are payable as follows:
2008 2007
Nominal Year of Face Carrying Face Carrying
interest rate maturity value amount value amount
$ $ $ $
Group & Company
Convertible bonds 1.25% 2011 35,000,000 32,465,042 – –
Finance lease liabilities 2.50% 2013 68,253 60,669 – –
35,068,253 32,525,711 – –
The following are the expected contractual undiscounted cash inflows (outflows) of financial liabilities, including
interest payments and excluding the impact of netting agreements:
Carrying
amount Cash flows
Contractual Within Within More than
Group cash flows 1 year 1 to 5 years 5 years
2008 $ $ $ $ $
Non-derivative financial liabilities
Finance lease liabilities 60,669 (68,253) (15,744) (52,509) –
Trade and other payables 4,750,880 (4,750,880) (4,750,880) – –
Convertible bonds 32,465,042 (35,919,349) (437,500) (35,481,849) –
2007
Non-derivative financial liabilities
Trade and other payables 7,123,840 (7,123,840) (7,123,840) – –
Company
2008
Non-derivative financial liabilities
Finance lease liabilities 60,669 (68,253) (15,744) (52,509) –
Trade and other payables 1,431,320 (1,431,320) (1,431,320) – –
Convertible bonds 32,465,042 (35,919,349) (437,500) (35,481,849) –
2007
Non-derivative financial liabilities
Trade and other payables 5,857,650 (5,857,650) (5,857,650) – –
Amounts due to subsidiaries, major shareholder and its related corporations are unsecured, interest-free and
repayable on demand.
23 Provisions
Group Company
Rectification Claims Rectification Claims
costs and fees Total costs and fees Total
$ $ $ $ $ $
2008
At 1 January 2008 496,416 – 496,416 409,992 – 409,992
Provision made 529,463 – 529,463 576,850 – 576,850
Provision utilised (506,478) – (506,478) (486,842) – (486,842)
At 31 December 2008 519,401 – 519,401 500,000 – 500,000
2007
At 1 January 2007 1,564,393 205,950 1,770,343 1,170,679 – 1,170,679
Provision made 51,000 (15,841) 35,159 51,000 – 51,000
Provision utilised (1,118,977) (190,109) (1,309,086) (811,687) – (811,687)
At 31 December 2007 496,416 – 496,416 409,992 – 409,992
Rectification costs
The provision for rectification costs is based on estimates from known and expected rectification work and
contractual obligation for further work to be performed after completion, as well as historical data for claims for
warranty associated with similar work and services. The Group expects to incur the liability within ten years upon
completion of the contracts.
24 Revenue
Group
2008 2007
$ $
Revenue
- sale of iron ore 8,367,618 –
- investments – 5,504,500
- building maintenance and upgrading 237,361 217,089
- architectural finishing products and services 1,925,180 2,499,879
10,530,159 8,221,468
The following items have been included in arriving at profit before income tax:
Group
Note 2008 2007
$ $
Allowance for /(reversal of) of impairment losses on other investments 3,970 (2,100)
Allowance made for inventory obsolescence 9 324,516 –
Amortisation of deferred transaction costs on issuance of
convertible bonds 314,036 –
Amortisation of discount on convertible bonds 21 1,039,305 –
Bad debts written off – 6,124
Directors’ fees
- directors of the Company 133,630 151,460
Exchange (gain)/loss (net) 133,969 (2,384,191)
Interest expense
- banks – 54,491
- finance lease 1,166 438
- convertible bonds 393,151 –
- others – 21,923
Interest income
- banks (127,435) (145,497)
- an associate (860,300) –
- others (477,334) (19,703)
Negative goodwill included in share of results of associates – (14,527,405)
Non-audit fees
- auditors of the Company 43,300 20,953
- other auditors 68,271 –
Operating lease expenses 281,466 162,197
(Profit)/loss on disposals of
- subsidiaries – (11,534)
- associate (3,000) –
- property, plant and equipment 54 1,677
Provision made for rectification costs (net) 529,463 51,000
(Reversal of impairment losses)/ impairment losses on doubtful receivables (net)
- trade (549,830) 643,589
- others 388,718 102,684
Share of profit warranty given to an associate (2,632,334) –
Staff costs* 4,602,363 2,441,958
Contributions to defined contribution plans included in staff costs 135,081 130,943
Tax calculated using Singapore tax rate at 18% (2007: 18%) (959,613) 450,231
Effect of different tax rates in other countries (29,748) 57,420
Expenses not deductible for tax purposes 421,697 230,104
Income not subject to tax (473,820) (464,984)
Effect of tax losses and wear and tear allowances utilised (182,390) (402,688)
Deferred tax benefit not recognised 1,223,874 129,917
Overprovided in prior years (5,500) (93,742)
(5,500) (93,742)
Deferred tax assets have not been recognised in respect of the following temporary items:
Group
2008 2007
$ $
Deferred tax assets have not been recognised in respect of these items because it is not probable that future
taxable profit will be available against which the Group or the Company can utilise the benefits therefrom.
The Company’s unutilised tax losses and capital allowances which are available for carrying forward and set-off
against future taxable profits, are subject to agreement with Comptroller of Income Tax and compliance with the
provisions of Section 37 of the Singapore Income Tax Act, Chapter 134 and the agreement by Comptroller of
Income Tax.
The subsidiaries’ unutilised tax losses and capital allowances which are available to set-off against future taxable
income, are subject to agreement by the tax authorities and compliance with tax regulations prevailing in the
respective countries.
The calculation of basic earnings per share is based on $1,086,910 (2007: $19,291,322) which represents
the consolidated gain attributable to equity holders of the Company divided by the weighted average number
of shares in issue during the year of 7,634,604,272 (2007: 5,197,634,047). Diluted earnings per share for the
financial year ended 31 December 2008 is computed on the same basis as basic earnings per share as the effect
of the convertible bonds are deemed to be anti-dilutive in nature as at 31 December 2008.
28 Disposal of subsidiaries
In 2008, the Company disposed of its equity interests in IREM Construction & Trading Sdn Bhd for a cash
consideration of RM4 ($2).
In 2007, the Company disposed of its entire equity interests in ISO Team Corporation Sdn Bhd and 70% of
its entire equity interests in LED System Technology Pte Ltd for a cash consideration of $111,065 and $7,000
respectively.
The effect of cash flow arising from the disposal of subsidiaries is set out below:
Group
2008 2007
$ $
29 Acquisition of subsidiaries
On 5 February 2007, the Group acquired 51% of the issued share capital of ISO Team Corporation Sdn Bhd
for $111,850 in cash. The company is engaged in construction and trading activities. The Group subsequently
disposed of its entire equity interests in this subsidiary on 28 December 2007. The effect of cash flow arising
from the disposal of this subsidiary is set out in Note 28. For the year ended 31 December 2007, the company
contributed to a net loss of $6,754 to the consolidated income statement for the year. If the acquisition had
occurred on 1 January 2007, Group revenue would have been $8,221,468 and net profit would have been
$19,277,996.
On 7 May 2007, the Group acquired the remaining 80.5% of the issued share capital of LED System Technology
Pte Ltd (formerly known as Serene Township Development Pte Ltd) for a cash consideration of $3,296. The
company is engaged in real estate development and investment holding activities. The Group subsequently
disposed 70% of its equity interests in this subsidiary on 19 November 2007. The effect of cash flow arising
from the disposal of this subsidiary is set out in Note 28. For the year ended 31 December 2007, the company
contributed to a net loss of $677 to the consolidated income statement for the year. If the acquisition had
occurred on 1 January 2007, Group revenue would have been $8,221,468 and net profit would have been
$19,286,975.
On 28 December 2007, the Group acquired the entire issued share capital of Sapphire Mineral Resources (HK)
Limited (formerly known as Asia Victory Investment Limited) for a cash consideration of $1. The company is
dormant. For the year ended 31 December 2007, the company contributed to a net loss of $3,053 to the
consolidated income statement for the year. If the acquisition had occurred on 1 January 2007, Group revenue
would have been $8,221,468 and net profit would have been $19,288,269.
30 Related parties
Included in the short-tem employee benefits are shares-based payment expenses relating to the shares awarded
to key management personnel in accordance to the Sapphire Shares Award Scheme. (see note 20).
Two firms, one of which a former director of the Company is a partner, and another firm in which a director of the
Company has substantial equity interests, provide professional services and secretarial services under the same
terms as other customers. Services rendered from these related parties to the Group and Company amounted
to $5,583 (2007: $30,273) for the year ended 31 December 2008.
Other than disclosed elsewhere in the financial statements, the transactions with related parties are as follows:
Group
2008 2007
$ $
Associate
- Subcontractor fees 629,278 164,700
Overview
Risk management is integral to the whole business of the Group. The Group has a system of controls in place
to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The
management continually monitors the Group’s risk management process to ensure that an appropriate balance
between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities.
The Audit Committee oversees how management monitors compliance with the Group’s risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks
faced by the Group. The function of the Audit Committee is set out under the Corporate Governance Report.
Credit risk
The Group’s credit risk is primarily attributable to its cash and fixed deposits, trade and other receivables and loan
receivable from an associate. Loan receivable from an associate (see note 8) and share of profit warranty given
to an associate (see note 15) are secured with TIL shares owned by a shareholder of TIL. The fair value of these
shares at 31 December 2008 was $97.4 million. Additionally, letter of financial support and financial guarantees
were issued by the Company to and on behalf of its subsidiaries.
The Group has a credit policy in place which establishes credit limits for customers and monitors their balances
on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of
trade and other receivables. The main components of this allowance are a specific loss component that relates
to individually significant exposures, and a collective loss component established for groups of similar assets
in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined
based on historical data of payment statistics for similar financial assets.
The allowance account in respect of trade and other receivables is used to record impairment losses unless the
Group is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered
irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the
impaired financial asset.
In relation to financial guarantees issued by the Company on behalf of its subsidiary, the credit risk, being the
principal risk to which the Company is exposed, represents the loss that would be recognised upon a default by
the subsidiary.
Cash and fixed deposits are placed with banks and financial institutions which are regulated.
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Typically
the Group ensures that it has sufficient cash on demand to meet expected operational expenses, including
the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity
prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising
the return on risk.
At the balance sheet date, the Group’s and the Company’s exposure to market risk for changes in interest rates
relates primarily to the Group’s and the Company’s debt obligations. The Group and the Company do not use
derivative financial instruments to hedge its exposure in the fluctuations of interest rate.
The Group is exposed to foreign currency risk on sales, purchases, receipts, payments and borrowings that
are denominated in a currency other than the respective functional currencies of Group entities. The currencies
arose from the monetary assets and liabilities that give rise to this risk are primarily United States (US) dollar and
Renminbi.
2008 2007
US dollar Renminbi US dollar Renminbi
$ $ $ $
Group
Loan receivable from an associate 14,375,000 – – –
Trade and other receivables 5,880,725 104,605 – 195,750
Cash and cash equivalents 2,018,913 – 52,003 –
Trade and other payables (2,446,840) – – (100,000)
Financial derivatives - forward exchange contracts (1,315,169) – – –
18,512,629 104,605 52,003 95,750
Company
Loan receivable from an associate 14,375,000 – – –
Trade and other receivables 862,500 104,605 – 195,750
Cash and cash equivalents 395,320 – 3,107 –
Trade and other payables – – – (100,000)
Financial derivatives - forward exchange contracts (1,315,169) – – –
14,317,651 104,605 3,107 95,750
Sensitivity analysis
A 10% strengthening of Singapore dollar against the following currencies at the reporting date would increase
(decrease) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables,
in particular interest rates, remain constant.
Group Company
Equity Profit or loss Equity Profit or loss
$ $ $ $
31 December 2008
US dollar 131,517 (1,982,780) 131,517 (1,563,282)
Renminbi – (10,461) – (10,461)
31 December 2007
US dollar – (5,200) – (311)
Renminbi – (9,575) – (9,575)
A 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effect
on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
The following summarises the significant methods and assumptions used in estimating the fair value of financial
instruments of the Group and Company.
The fair value of available-for-sale financial assets is determined by reference to their quoted bid prices at the
reporting date.
The fair value of unquoted equity shares cannot be measured reliably because the range of possible fair value
estimates is wide and the probabilities of the various estimates within the range cannot be reasonably assessed.
The Group is also unable to disclose the range of estimates within which a fair value is highly likely to lie.
The interest rates used to discount estimated cash flows, where applicable, are based on the contractual
agreement, and are as follows:
2008 2007
% %
The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and
other receivables, cash and cash equivalents, and trade and other payables) are assumed to approximate their
fair values because of the short period to maturity. All other financial assets and liabilities are discounted to
determine their fair values.
32 Contingent liabilities
Company
2008 2007
$ $
Corporate guarantees
* Subsequent to year-end, the guarantees were discharged upon completion of the trade facility arrangement by
the subsidiary.
The Company has given formal undertakings, which are unsecured, to provide financial support to its subsidiaries.
As at 31 December 2008, the net current liabilities and deficits in shareholders’ funds of these subsidiaries
amounted to approximately $2,700,832 (2007: $2,989,746) and $2,695,976 (2007: $2,946,963) respectively.
33 Commitments
Lease commitments
At 31 December 2008, the Group and the Company have commitments for future minimum lease payments in
respect of non-cancellable operating leases as follows:
Group Company
2008 2007 2008 2007
$ $ $ $
The Group and the Company lease a number of offices under operating leases. The leases typically run for
an initial period of two years, with an option to renew the lease after that date. None of the leases includes
contingent rentals.
34 Segment reporting
Segment information is presented in respect of the Group’s business and geographical segments. The primary
format, business segments, is based on the Group’s management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items mainly comprise other investments and related revenue,
corporate assets, related income and corporate expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected
to be used for more than one period.
Business segments
The main business segments of the Group comprise investments, building maintenance and upgrading,
architectural finishing products and services, construction and formwork design engineering, property
development, and trading of iron ore.
Geographical segments
The above business segments are managed mainly in two principal geographical areas: Singapore and overseas,
namely China, Hong Kong, Indonesia and Malaysia.
In presenting information on the basis of geographical segments, segment revenue is based on a geographical
location of the assets.
Building Architectural
maintenance finishing
and products Property Group
Investments upgrading and services development Trading Elimination consolidated
$ $ $ $ $ $ $
Revenue and
expenses
2008
Total revenue from
external customers – 237,361 1,925,180 – 8,367,618 – 10,530,159
Inter-segment
revenue – – – – – – –
Total revenue – 237,361 1,925,180 – 8,367,618 – 10,530,159
2007
Total revenue from
external customers 5,504,500 217,089 2,499,879 – – – 8,221,468
Inter-segment
revenue – – – – – – –
Total revenue 5,504,500 217,089 2,499,879 – – – 8,221,468
Building Architectural
maintenance finishing
and products Property Group
Investments upgrading and services development Trading Elimination consolidated
$ $ $ $ $ $ $
Assets and liabilities
2008
Segment assets 20,508,330 196,221 800,256 12,544,030 3,183,276 – 37,232,113
Unallocated assets 25,530,646
Interests in associates 67,809,674
Total assets 130,572,433
2007
Segment assets 5,504,500 428,031 1,259,930 – 13,023,369 – 20,215,830
Unallocated assets 6,918,016
Interests in associates 62,048,323
Total assets 89,182,169
Other segmental
information
2008
Capital expenditure – 146,499 10,250 – – – 156,749
Depreciation – 47,627 28,589 – – – 76,216
Impairment losses on
doubtful
receivables (net) – (1,301,320) (39,891) – 1,180,099 – (161,112)
2007
Capital expenditure – 38,563 39,797 – – – 78,360
Depreciation – 29,517 32,408 – – – 61,925
Impairment losses on
doubtful
receivables (net) – 671,192 75,081 – – – 746,273
Bad debts written off – 6,124 – – – – 6,124
China Indonesia,
and Malaysia Group
Singapore Hong Kong and others consolidated
$ $ $ $
2008
Total revenue from external customers 237,361 8,566,921 1,725,877 10,530,159
Segment assets 1,652,217 21,073,412 14,506,484 37,232,113
Capital expenditure 146,499 10,250 – 156,749
2007
Total revenue from external customers 5,721,589 1,662,349 837,530 8,221,468
Segment assets 5,932,531 567,373 13,715,926 20,215,830
Capital expenditure 38,563 39,797 – 78,360
The Group has not applied the following accounting standards (including its consequential amendments) and
interpretations that have been issued as of the balance sheet date but are not yet effective:
Amendments to FRS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items
Amendments to FRS 101 First-time Adoption of Financial Reporting Standards and FRS 27 Consolidated
and Separate Financial Statements – Cost of an Investment in a Subsidiary,
Jointly Controlled Entity or Associate
FRS 103 (revised 2008) Business Combinations and FRS 27 (amended 2008) Consolidated and
Separate Financial Statements
FRS 1 (revised 2008) will become effective for the Group’s financial statements for the year ending 31 December
2009. The revised standard requires an entity to present, in a statement of changes in equity, all owner changes
in equity. All non-owner changes in equity (i.e. comprehensive income) are required to be presented in one
statement of comprehensive income or in two statements (a separate income statement and a statement of
comprehensive income). Components of comprehensive income are not permitted to be presented in the
statement of changes in equity. In addition, a statement of financial position is required at the beginning of the
earliest comparative period following a change in accounting policy, the correction of an error or the reclassification
of items in the financial statements. FRS 1 (revised 2008) does not have any impact on the Group’s financial
position or results.
FRS 23 (revised 2007) will become effective for financial statements for the year ending 31 December 2009. FRS
23 (revised 2007) removes the option to expense borrowing costs and requires an entity to capitalise borrowing
costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost
of that asset. The Group’s current policy to capitalise borrowing costs is consistent with the requirement in the
revised FRS 23.
The amendments to FRS 39 on eligible hedged items will become effective for the Group’s financial statements
for the year ending 31 December 2010. The amendments clarify how the principles that determine whether
a hedged risk or portion of cash flows is eligible for designation should be applied in 2 particular situations: (i)
the designation of a one-sided risk in a hedged item; and (ii) the designation of inflation in particular situations.
The application of these amendments is not expected to have any significant impact on the Group’s financial
statements.
The amendments to FRS 101 and FRS 27 on the cost of an investment in a subsidiary, jointly controlled entity or
associate will become effective for the Group’s financial statements for the year ending 31 December 2009. The
amendments remove the definition of “cost method” currently set out in FRS 27, and instead require an entity to
recognise all dividends from a subsidiary, jointly controlled entity or associate as income in its separate financial
statements when its right to receive the dividend is established. The application of these amendments is not
expected to have any significant impact on the Group’s financial statements.
The amendments to FRS 102 on vesting conditions and cancellations will become effective for the Group’s
financial statements for the year ending 31 December 2009. The amendments clarify the definition of vesting
conditions and provide the accounting treatment for non-vesting conditions and cancellations. The application
of these amendments is not expected to have any significant impact on the Group’s financial statements.
FRS 103 (revised 2008) and FRS 27 (amended 2008) will become effective for the Group’s financial statements for
the year ending 31 December 2010. FRS 103 (revised 2008) introduces significant changes to the accounting for
business combinations, both at the acquisition date and post acquisition, and requires greater use of fair values.
The revised FRS 103 will be applied prospectively and there will be no impact on the Group’s consolidated
financial statements up to the year ending 31 December 2009.
The amended FRS 27 requires accounting for changes in ownership interests by the Group in a subsidiary, while
maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any
interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit
or loss. The amendments to FRS 27 are not expected to have a significant impact on the consolidated financial
statements.
FRS 108 will become effective for financial statements for the year ending 31 December 2009. FRS 108, which
replaces FRS 14 Segment Reporting, requires identification and reporting of operating segments based on
internal reports that are regularly reviewed by the Group’s chief operating decision maker in order to allocate
resources to the segment and to assess its performance. Currently, the Group presents segment information in
respect of its business and geographical segments (see note 34).
Improvements to FRSs 2008 will become effective for the Group’s financial statements for the year ending 31
December 2009, except for the amendment to FRS 105 Non-current Assets Held for Sale and Discontinued
Operations which will become effective for the year ending 31 December 2010. Improvements to FRSs 2008
contain amendments to numerous accounting standards that result in accounting changes for presentation,
recognition or measurement purposes and terminology or editorial amendments. The Group is in the process of
assessing the impact of these amendments.
INT FRS 115 will become effective for the Group’s financial statements for the year ending 31 December 2009.
INT FRS 115 clarifies the definition of a construction contract and provides guidance on how to account for
revenue when the agreement for the construction of real estate falls within the scope of FRS 18 Revenue. The
main expected change in practice is a shift from recognition of revenue using the percentage of completion
method to recognition of revenue at a single time (e.g. at completion, upon or after delivery).
Currently, the Group recognises revenue on construction contracts using the percentage of completion method
(see note 2.17). Under INT FRS 115, the Group may be required to recognise such revenue at completion, or
upon or after delivery. The Group is in the process of assessing the impact of this Interpretation.
INT FRS 116 will become effective for the Group’s financial statements for the year ending 31 December 2009.
INT FRS 116 provides guidance on identifying foreign currency risks and hedging instruments that qualify for
hedge accounting in the hedge of a net investment in a foreign operation. It also explains how an entity should
determine the amounts to be reclassified from equity to profit or loss for both the hedging instrument and the
hedged item. The application of this Interpretation is not expected to have any significant impact on the Group’s
financial statements.
Other than the changes in disclosures relating to FRS1, the initial application of these standards (including their
consequential amendments) and interpretations is not expected to have any material impact on the Group’s
financial statements. The Group has not considered the impact of accounting standards issued after the balance
sheet date.
Interested person transactions carried out during the financial year pursuant to the shareholders’ mandate
obtained under Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX”) by
the Group as follows:
Aggregate value of
all interested person Aggregate value of
transactions during the all interested person
financial year under review transactions conducted
(excluding transactions under shareholders’ mandate
lee than $100,000 and pursuant to Rule 920 of
transactions conducted the SGX Listing Manual
Name of Interested Persons and under shareholders’ mandate (excluding transactions less
Transactions pursuant to Rule 920) than $100,000)
2008 2007 2008 2007
$’000 $’000 $’000 $’000
(a) General Transactions
Note:
No shareholder mandate was obtained for year 2008 as Nippon Paint Group of companies ceased to be
controlling shareholder.
On 9 November 2007, the Company entered into a subscription agreement with Credit Suisse (Singapore) Limited
and Centar Investments (Asia) Ltd (collectively, the “Purchasers”) of a direct, unconditional, unsubordinated
1.25% convertible bonds due in 2011 for an aggregate principal amount $35,000,000. The Company received
an aggregate of S$35,000,000 from the convertible bonds, of which utilisation as at 31 December 2008 and
25 March 2009 was as follows:
ANALYSIS OF SHAREHOLDINGS
TOP 20 SHAREHOLDERS
Nippon Paint (Singapore) Company Private 565,586,690 7.27 89,202,000 1.15 654,788,690 8.42
Limited (1)
Nippon Paint (H.K.) Company Limited(2) 89,202,000 1.15 565,586,690 7.27 654,788,690 8.42
Nippon Paint Co. Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Castle Development Private Limited(3) - - 654,788,690 8.42 654,788,690 8.42
Desa Baiduri Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Epimetheus Limited(3) - - 654,788,690 8.42 654,788,690 8.42
Exim 66 Exterprise Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
First Industries Corp(3) - - 654,788,690 8.42 654,788,690 8.42
Foshan Nippon Paint Shenglianda Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
GCL Holdings (BVI) Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Guang Li Chemicals (Shanghai) Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Guangzhou Nippon Paint Co., Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Hua Joo Seng Enterprise Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Isaac Newton Corporation(3) - - 654,788,690 8.42 654,788,690 8.42
Jiangsu Haiba Industrial Coatings Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Langfang Nippon Paint Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Langfang Nippon Paint Lidong Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint Australia Pty Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (Chengdu) Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (China) Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (ChongQing) Chemical Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint Guangdong Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (India) Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (Malaysia) Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (Pakistan) (Private) Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint & Surface Chemical Pvt Ltd (3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint (Vietnam) Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nippon Paint Vinh Phuc Co Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nipsea Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nipsea Hardware (M) Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Nipsea Holdings International Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Nipsea Technologies Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Northland Industries Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Paint Marketing Co (M) Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
PCTS Specialty Chemicals Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Pianissimo Limited(3) - - 654,788,690 8.42 654,788,690 8.42
Quality Polymer Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Rainbow Light Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Notes:-
(1) Nippon Paint (Singapore) Company Private Limited is deemed to be interested in the Shares held by Nippon
Paint (H.K.) Company Limited by virtues of Section 7 of the Companies Act (Cap 50).
(2) Nippon Paint (H.K.) Company Limited is deemed to be interested in the Shares held by Nippon Paint (Singapore)
Company Private Limited by virtues of Section 7 of the Companies Act (Cap 50).
(3) These companies are deemed to be interested in the Shares held by Nippon Paint (Singapore) Company Private
Limited and Nippon Paint (H.K.) Company Limited by virtues of Section 7 of the Companies Act (Cap 50).
Based on information available to the Company as at 9 March 2009 approximately 88.61% of the total number of
shares excluding treasury shares of the Company is held by the public and therefore Rule 723 of the Listing Manual is
complied with.
The Company did not hold any treasury shares as at 9 March 2009.
NOTICE IS HEREBY GIVEN that the Twenty Third Annual General Meeting of SAPPHIRE CORPORATION LIMITED
will be held at 123 Genting Lane, #07-01 Yenom Industrial Building, Singapore 349574 on Wednesday, 22 April
2009 at 11.00 a.m. for the following purposes :-
ORDINARY BUSINESS
1. To receive the audited accounts for the year ended 31 December 2008 and the Reports of the Directors
and Auditors.
2. To approve Directors’ Fees of $133,630 for the year ended 31 December 2008. (2007 : $151,460)
3. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association and who,
being eligible, offer themselves for re-election :-
“That, pursuant to Section 153(6) of the Companies Act Cap 50, Dr Tan Eng Liang be and is hereby re-appointed
as a Director of the Company to hold office until the next Annual General Meeting.”
5. To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fix their
remuneration.
SPECIAL BUSINESS
6. To consider and, if thought fit, to pass the following as an Ordinary Resolution, with or without amendments :-
“THAT pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the SGX-ST Listing Manual,
authority be and is hereby given to the Directors of the Company to:
(a) issue shares and convertible securities in the Company of not more than 50% of the total number of issued
shares (excluding treasury shares), of which the aggregate number of shares and convertible securities to
be issued other than on a pro-rata basis to existing shareholders must not be more than 20% of the total
number of issued shares (excluding treasury shares), at any time and upon such terms and conditions and
for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and
(b) increase the 50% limit in (a) to 100% for the Company in the case of renounceable rights issue on a pro-
rata basis to shareholders of the Company,
provided THAT :
(1) for the purposes of determining the aggregate number of shares that may be issued under (a) and (b) above,
the percentage of issued share capital shall be based on the total number of issued shares in the capital
of the Company (excluding treasury shares) at the time this resolution is passed after adjusting for :-
(A) new shares arising from the conversion or exercise of convertible securities;
(B) new shares arising from exercising share options or vesting of share awards outstanding or
subsisting at the time this resolution is passed, provided the options or awards were granted in
compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and
(C) any subsequent bonus issue, consolidation or subdivision of shares in the Company); and
(2) unless revoked or varied by the Company in general meeting, the authority conferred by this resolution
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.”
7. To transact any other business that may be transacted at an Annual General Meeting of which due notice shall
have been given.
STELLA CHAN
Company Secretary
Singapore
6 April 2009
NOTE :-
(i) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend
and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy must
be deposited at the Company’s Registered Office, 1 Sophia Road #05-03, Peace Centre, Singapore 228149, not
less than 48 hours before the time fixed for holding the Meeting.
(ii) Mr Goh Hup Jin, Non-Executive Director, if re-elected, will remain a member of the Nominating Committee and
Remuneration Committee and will be considered non-independent.
(iii) Dr Tan Eng Liang, Non-Executive Director, if appointed, will remain a Chairman of the Board, Executive Committee
and Remuneration Committee, a member of Audit Committee and Nominating Committee and will be considered
independent.
Ordinary Resolution No.6 is to authorise the Directors of the Company to issue shares and convertible securities in the
Company up to an amount not exceeding (a) 50% for otherwise than by way of pro-rata renounceable rights issues, of
which up to 20% may be issued other than on a pro rata basis to shareholders, and (b) 100% for pro-rata renounceable
rights issues, provided that the total number of shares which may be issued pursuant to (a) and (b) shall not exceed
100% of the issued shares (excluding treasury shares) in the capital of the Company.
The authority for 100% pro-rata renounceable rights issues is proposed pursuant to the SGX news release of 19
February 2009 which introduced further measures to accelerate and facilitate listed issuer’s fund raising efforts.
as my/our proxy/proxies to vote for me/us and on my/our behalf and, if necessary, to demand a poll, at the 23rd Annual
General Meeting of the Company to be held at 123 Genting Lane #07-01, Yenom Industrial Building, Singapore
349574 on Wednesday 22 April 2009 at 11.00 a.m. and at any adjournment thereof.
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions
to be proposed at the Meeting as indicated hereunder. 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.
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 Singapore 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.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or
two proxies to attend and vote instead of him.
3. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the
proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.
4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1
Sophia Road #05-03, Peace Centre, Singapore 228149, not less than 48 hours before the time appointed for
the Annual General Meeting.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must
be executed either under its seal or under the hand of an officer or attorney duly authorised.
6. A corporation which is a member may authorise by resolution of its directors or other governing body such
person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179
of the Singapore Companies Act, Chapter 50.
GENERAL:
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 addition, in the case of Shares entered 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 Annual General Meeting, as certified by The Central Depository (Pte) Limited to the
Company.
SAPPHIRE CORPORATION LIMITED
Registration Number : 198502465W