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A Moment Sapphire

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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

SAPPHIRE CORPORATION LIMITED Annual Report 2008 01


“Sapphire believes that its strategic direction is on track
and will exercise prudence in evaluating any emerging
opportunity that comes our way.”

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.

Tan Eng Liang


Chairman
________________________________________________
* Sapphire owns the 16.0% indirect stake in Trisonic through its 40% stake in Kingston Grand Limited, which in turn owns 40.0% in Trisonic.

02 SAPPHIRE CORPORATION LIMITED Annual Report 2008


盛世坚信公司的策略方向是正确的,公司评估商机时,
将会更严格和谨慎。

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。

SAPPHIRE CORPORATION LIMITED Annual Report 2008 03


CEO’s Review
Dear shareholders, On 22 December 2008, Sapphire announced that it
had entered into a share swap agreement that would
It is with great pleasure that I present to you the annual ultimately result in the Group holding an additional 39.8%
report of Sapphire Corporation Limited (“Sapphire” or indirect stake in Special Steel. Upon obtaining Singapore
the “Group”) for the financial year ended 31 December Exchange Limited and shareholders’ approval, this
2008 (“FY2008”). transaction will raise Sapphire’s indirect stake in Special
Steel to 51.0% as the Group already owned an 11.2%
Developments indirect stake through Trisonic, the holding company of
Special Steel.
2008 was a challenging year for Sapphire as we kept
on track as an infrastructure and resources-related The successful completion of the share swap will
company amidst the fallout from the global credit crisis also result in the vendors of Special Steel holding
and economic turmoil. Global steel prices remained approximately 28.8% of the enlarged share capital of
volatile, reaching a historic high in the first half of 2008 Sapphire (including new shares to be issued for the share
and then declining sharply in the second half as demand swap and the conversion of 85.0% of the CB issue into
stalled at the onset of the global credit crisis. Despite shares by a third party).
this, our 16.0% owned Trisonic International Limited
(“Trisonic”) and its iron ore and steel making subsidiaries Special Steel has an established track record of more
contributed positively to the Group’s net profit. than 10 years in Hot Rolled Coils (“HRC”) production and
is one of the leading HRC producers in Sichuan Province,
In February 2008, the Group raised S$35.0 million PRC. Special Steel’s product brand name “Chuanwei”
from a Convertible Bonds (“CB”) issue with Credit (“川威”) is well-known in the southwest region of the
Suisse (Singapore) Limited and Centar Investments PRC and it has the capacity to produce 900,000 tonnes
(Asia) Limited. Of this, Sapphire has made a loan of of steel products yearly. It also has a new vanadium
approximately S$13.9 million to Trisonic to fund its pentoxide production line with a production capacity of
expansion plans. 8,000 tonnes per annum. Special Steel also has plans
to build a ferrovanadium production plant in 2011. Being
In 2008, the Group announced that it had elected not co-located with the Trisonic group of companies, Special
to continue with proposed investments in Shanghai Steel is able to obtain a steady supply of raw materials
Wankang Mechanized Construction Development such as steel billets for its HRC as well as vanadium slag
Co., Ltd, LED System Technology Pte Ltd as well as for production of vanadium pentoxide.
Jinan Shun Hua Yuan Construction and Development
Co., Ltd. This will allow Sapphire to focus on its In the aftermath of the Sichuan earthquake in May 2008,
proposed acquisition of an additional 39.8% indirect demand for steel products is expected to increase
stake in Neijiang Chuanwei Special Steel Co., Ltd due to rebuilding efforts and the implementation of
(“Special Steel’). the RMB4.0 trillion economic stimulus package by
the PRC government is also expected to benefit the
steel industry.

04 SAPPHIRE CORPORATION LIMITED Annual Report 2008


“Our investment in Trisonic via Kingston has borne
fruits and the proposed acquisition of Special Steel will
help to transform Sapphire into a strategic investor in
the infrastructure and resources-related industry.”

Vanadium pentoxide is currently used as a strengthening Outlook


agent in the production of alloys such as ferrovanadium.
Although the PRC has one of the world’s largest reserve 2009 will remain a challenging year as world governments
of iron ore with vanadium content, its vanadium use introduce various economic stimulus packages to revive
in steel production is significantly lower than that of their lagging economies. Our investment in Trisonic has
developed countries and is expected to increase due to borne fruits and the proposed acquisition of Special Steel
demand for stronger steel products. will help transform Sapphire into a strategic investor in
the infrastructure and resources-related industry. In
In December 2008, Sapphire’s mineral trading arm, addition, we will continue to build on the success of our
Sapphire Mineral Resources Pte Ltd, scored its first inaugural iron ore trading deal and actively source for
deal through the delivery of iron ore to Tangshan Iron mineral trading opportunities in the PRC where we plan
and Steel Co., Ltd, listed as one of the PRC’s top ten to supply iron ore to the top steel players as well as in
steel makers. the global markets.

Financial Highlights Words of Appreciation

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 05


总裁回顾
各位股东们好: 盛世在特殊钢的股权调高至51%,因为集团在这之前,
已经通过合创间接持有特殊钢11.2%股权,合创是特殊
我很荣幸地代表盛世企业向各位提呈截至2008年 钢的控股公司。
12月31日的常年报告。
在这项换股交易完成后,将使特殊钢股东大约持有盛
发展 世扩大后总股本的28.8%股权(包括换股所发出的新股
和第三方把85%债券转换成盛世股权)。
2008年对盛世来说,是一个极具挑战性的年头,因为
在全球信贷危机和经济混乱蔓延当中,我们仍然坚持 特殊钢在热轧卷生产方面拥有超过十年的良好纪录,
以基础设施和资源相关行业为公司的发展方向。全球 而且是中国四川省热轧卷生产领先企业之一。特殊钢
钢铁价格仍然波动很大,钢价在2008年上半年一度创 的“川威”品牌在中国华南地区家喻户晓,每年钢铁
历史新高,然而,随着全球金融危机的开始,需求停 产品的年产量可高达90万吨。此外,它也拥有一条年
滞,导致2008年下半年的钢铁价格急剧下滑。尽管如 产量高达8,000吨的五氧化二钒的新生产线.特殊钢也
此,我们拥有16.0%股权的合创,以及其子公司所经 计划在2011年建造一个生产钒铁的工厂。由于和合创
营的铁矿和钢铁业务,为本集团的净利润做出了巨大 集团的其他子公司同处在一起,所以,特殊钢能够获
的贡献。 得稳定的原料供应,例如生产热轧卷的钢坯和生产五
氧化二钒的钒矿渣。
2008年2月,集团通过向瑞信新加坡 (C re di t Suisse
(Singapore) Limited) 和 Centar Investments (Asia) 2008年5月四川遭遇到特大地震,但随着灾区重建工
Limited发售了可转换债券,募集了总值3500万新元的 程的继续,对钢材的需求预期会增加。中国政府总值
资金。除此之外,盛世已向合创提供大约1390万新元 4万亿元人民币的经济刺激配套,预期将使钢铁行业
的贷款来资助它的扩张计划。 受益不浅。

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。

06 SAPPHIRE CORPORATION LIMITED Annual Report 2008


我们通过Kingston在合创的投资已经取得了骄人的成
果,提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。

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。

SAPPHIRE CORPORATION LIMITED Annual Report 2008 07


Investment Portfolios

“Our successful delivery of iron ore to Tangshan Iron


and Steel Co., Ltd has paved the way for us to conclude
similar deals with top steel players in the PRC and also
in the global markets.”

MINING RESOURCES

HUILI COUNTY CAITONG IRON AND TITANIUM CO., LTD


(‘HUILI CAITONG’)

Huili Caitong is a subsidiary of Trisonic International Limited which engages in


mining, ore processing, iron pelletising and the sale of iron ore concentrates,
iron pellets and titanium concentrates. The company owns two iron ore mines
located in the Panzhihua iron-ore belt in Sichuan, PRC. The total estimated iron
ore reserve is about 170 million tonnes.

NEIJIANG BOWEI FUEL & CHEMICAL CO., LTD (‘BOWEI’)

Bowei, a subsidiary of Trisonic International Limited is a coke manufacturing plant.


The coke plant has the capacity to produce about 1.2 million tonnes of coke
annually and most of its output is supplied as energy source to another Trisonic
subsidiary, Weiyuan, for steel production.

SAPPHIRE MINERAL RESOURCES PTE. LTD. (‘SAPPHIRE MINERAL’)

A 100% owned subsidiary of Sapphire engaged in mineral trading and investments


in mining operations.

08 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Investment Portfolios

“Proposed acquisition by Sapphire for an additional effective indirect interest of 39.8% in


Special Steel. Sapphire to hold aggregate of 51.00% effective indirect equity interest in
Special Steel upon completion of acquisition.”

INFRASTRUCTURE & BUILDING RESOURCES

WEIYUAN STEEL CO., LTD (‘WEIYUAN’)

Weiyuan is a subsidiary of Trisonic International Limited and is one of the largest


iron & steel making company in Sichuan, PRC. The plant has the capacity to
produce about 2 million tonnes of molten iron annually, which are processed into
steel billets and steel slabs. It also recovers vanadium slag from the process of
steel making. The vanadium slag and steel slabs are supplied to another Trisonic
subsidiary, Special Steel for further processing.

NeiJiang ChuanWei Special Steel Co., Ltd (‘Special Steel’)

Special Steel is a subsidiary of Trisonic International Limited and it owns a full


Hot Rolled Coil (‘HRC’) rolling mill facility and a vanadium processing line which
is expected to be in production by mid 2009. Steel slabs and the vanadium
slag produced by Weiyuan are passed to this mill for further processing into
HRC and vanadium pentoxide (V2O5). The annual production capacity of the
HRC rolling mill and the V205 processing line is 900,000 tonnes and 8,000
tonnes respectively.

PROPERTY DEVELOPMENT & PROJECT MANAGEMENT

SAPPHIRE CONSTRUCTION AND DEVELOPMENT PTE LTD


(‘SAPPHIRE CONSTRUCTION’)

Sapphire Construction, formerly known as Caravelle Construction And


Development Pte Ltd, is a 100% owned subsidiary of Sapphire, which was set
up to spearhead the construction business. Through its 100% owned subsidiary,
Tudor Jaya Sdn Bhd, Sapphire Construction owns 13.87 acres of land in Malacca,
targeted for integrated development. This parcel of land is adjacent to 400 acres
of reclaimed land earmarked for a waterfront project. Due to the slow down in
major economies, the development of the waterfront project will be delayed.

INDUSTRIAL CONTRACTS MARKETING (2001) PTE LTD (‘ICM’)

ICM is an associate of Sapphire, which is an application specialist providing


products and services for special architectural coatings and structural protection
systems to the building and construction industry.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 09


Board of Directors
The names of the Directors holding office at the date of this report are set out below together with details of their
academic and professional qualifications, date of first appointment as directors, date of last re-election as directors as
well as directorships in listed companies.

Dr Tan Eng Liang Mr Teo Cheng Kwee


Independent and Non-Executive Director Executive Director
Chairman Chief Executive Officer
Dr Tan Eng Liang was appointed as Chairman to the Mr Teo Cheng Kwee, the Chief Executive Officer and
Board on 1 November 2001 and was last re-elected on 25 founder of the Group, has more than 31 years of
April 2008. He is also the Chairman of the Remuneration experience in the building and construction industry.
Committee and the Executive Committee; and is a Mr. Teo was appointed to the Board on 26 November
Member of the Audit Committee and the Nominating 1985. He is a Member of the Executive Committee.
Committee of Sapphire Corporation Limited. He is responsible for the charting and review of the
corporate direction and strategy of the Group. He is also
He sits on the Boards of many companies, including actively involved in the Group’s business development
a few public listed companies and has a wealth of with emphasis on overseas markets, overall corporate
experience. He was a Member of Parliament (1972 management and finance.
to 1980), the Senior Minister of State for National
Development (1975 to 1978) and Senior Minister of Mr Goh Hup Jin
State for Finance (1978 to 1979). He also served as Non-Executive and Non-Independent Director
the Chairman of the Urban Development Authority and Mr Goh Hup Jin was appointed as a Member of the
the Singapore Sports Council. Dr Tan has a Doctorate Board on 13 January 1999 and was last re-elected
from Oxford University, England. Dr Tan has been on 20 April 2007. He is a Member of the Nominating
awarded the Public Service Star (BBM), Public Service Committee and the Remuneration Committee of
Star (BAR) and the Meritorious Service Medal by the Sapphire Corporation Limited. Mr Goh holds a Master of
Singapore Government. He is also a director of the Business Administration from the University of California
following public listed corporations, namely, SunMoon in Los Angeles and a Bachelor of Engineering (Chemical
Food Company Limited, Tung Lok Restaurant (2000) Engineering) Degree from University of Tokyo. He was
Limited, Pokka Corporation (Singapore) Limited, United previously awarded the Colombo Plan/Monbusho
Engineers Limited, Progen Holdings Limited, Jackspeed scholarship. He is the Chairman of Nipsea Holdings
Corporation Limited and Hartawan Holdings Limited. International Limited and also a director of the listed
corporation named Superior Multi-Packaging Ltd.

10 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Mr Goh Chee Whui and was promoted to his current position in 1988. He is
Non-Executive and Independent Director now actively involved in the marketing and development
Mr Goh Chee Whui was appointed as a Member of of the Company’s business and overseeing the human
the Board on 1 May 1990 and was last re-elected on resource and administration matters.
25 April 2008. He is the Chairman of the Nominating
Committee and a Member of the Audit Committee, the Mr Chan Kum Onn Roger
Remuneration Committee and the Executive Committee Non-Executive and Independent Director
of Sapphire Corporation Limited. He first joined Nippon Mr Chan Kum Onn Roger was appointed as a Member of
Paint as a Chemical Engineer in 1967. One year later, the Board on 18 October 1999 and was last re-elected
he was promoted to Assistant Factory Manager, on 25 April 2008. He is the Chairman of the Audit
taking charge of factory operations in both Singapore Committee, a Member of the Remuneration Committee,
and Malaysia. His career with Nippon Paint had since the Executive Committee and the Nominating Committee
progressed to various key positions held in Nippon Paint of Sapphire Corporation Limited. He has been in practice
branches all over Southeast Asia. In 1981, Mr Goh as a Certified Public Accountant since 1980. He is a
was appointed Managing Director of Nippon Paint (M) Fellow Member of The Association of Chartered Certified
Sdn Bhd, Shah Alam, Malaysia. He returned to Nippon Accountants, Member of the Institute of Certified Public
Paint in 1990 as the company’s Managing Director, Accountants of Singapore and Member of the Singapore
and became the Chairman until his resignation in this Institute of Directors. He is also an Independent Director
capacity in August 2001. He sits on the boards of several of Superbowl Holdings Limited.
Nippon Paint associate companies in the PRC, Hong
Kong and Philippines. He is also a director of Nippon Mr Wei Jian Ping
Paint’s subsidiary in Vietnam. Mr Goh holds a Degree Non-Executive and Independent Director
in Engineering from the University of Tokyo, under a Mr Wei Jian Ping was appointed as a Member of the Board
scholarship from the Japanese Ministry of Education. on 18 September 2008. He graduated from Southwest
China University of Political Science and also holds a
Mr Foo Tee Heng degree from China Sichuan University of Economics. He
Executive Director joined the province of Sichuan Department of Justice
Mr Foo Tee Heng was appointed as a Member of the from 1986 to 1994. Since 1997, he has been with
Board on 1 February 1990 and was last re-elected on 20 Sichuan Tianwen Law Firm and is presently a senior
April 2007. He is a Member of the Executive Committee partner of the firm. He is the Vice Chairman of Sichuan
of the Group and has more than 29 years of experience Province Federation of Commerce and Industry and a
in the building and construction industry. Prior to joining Vice President of the Sichuan Province Bar Association.
the Company, he was a Contracts Supervisor and then He is also a representative of Sichuan Peoples’ Congress
Contracts Manager with Industrial Resources Enterprise. Committee.
In 1985, he joined the Company as Contracts Manager

SAPPHIRE CORPORATION LIMITED Annual Report 2008 11


Key Executives

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.

12 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Corporate Structure

100% Sapphire Construction &


Development Pte Ltd

100%
Tudor Jaya Sdn Bhd

100% Sapphire Mineral Resources


Pte Ltd

100% Sapphire Mineral Resources


(HK) Ltd

100%
TIL Resources Pte Ltd

100% Sapphire (Shanghai) Management


Consultancy Co., Ltd

100%
Wan Kang Holdings Pte Ltd

Sapphire
100% Sapphire Investment Holdings
Corporation Pte Ltd
Limited
40%
Kingston Grand Limited

40%
Trisonic International Limited

49% Hainan IRE Letian Construction &


Decoration Engineering Co., Ltd

36.67% Industrial Contracts Marketing


(2001) Pte Ltd

SAPPHIRE CORPORATION LIMITED Annual Report 2008 13


Corporate Information

BOARD OF DIRECTORS COMPANY SECRETARY


Dr Tan Eng Liang (Chairman) Stella Chan Ah Chit - A.C.I.S
Mr Teo Cheng Kwee (Chief Executive Officer)
Mr Foo Tee Heng REGISTERED OFFICE
Mr Goh Hup Jin 1 Sophia Road
Mr Goh Chee Whui #05-03 Peace Centre
Mr Chan Kum Onn Roger Singapore 228149
Mr Wei Jian Ping Tel: 6337 1295
Fax: 6337 4225
AUDIT COMMITTEE
Mr Chan Kum Onn Roger (Chairman) SHARE REGISTRAR
Dr Tan Eng Liang M & C Services Private Limited
Mr Goh Chee Whui 138 Robinson Road #17-00
The Corporate Office
NOMINATING COMMITTEE Singapore 068906
Mr Goh Chee Whui (Chairman)
Dr Tan Eng Liang AUDITORS
Mr Chan Kum Onn Roger KPMG LLP
Mr Goh Hup Jin Certified Public Accountants
16 Raffles Quay
EXECUTIVE COMMITTEE #22-00 Hong Leong Building
Dr Tan Eng Liang (Chairman) Singapore 048581
Mr Teo Cheng Kwee (Chief Executive Officer)
Mr Goh Chee Whui PARTNER-IN-CHARGE
Mr Foo Tee Heng Low Gin Cheng Gerald
Mr Chan Kum Onn Roger (Partner for Financial Year Ended 2008)

REMUNERATION COMMITTEE PRINCIPAL BANKER


Dr Tan Eng Liang (Chairman) DBS Bank Ltd
Mr Chan Kum Onn Roger 6 Shenton Way
Mr Goh Chee Whui DBS Building
Mr Goh Hup Jin Singapore 068809

14 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Financial Highlights

2005 2006 2007 2008


Group $’000 $’000 $’000 $’000
Revenue 22,500 2,913 8,221 10,530
Profit (Loss) Before Income Tax (6,142) (4,970) 19,198 1,081
Profit (Loss) For the Year (5,999) (4,938) 19,291 1,087
Shareholders’ Funds 9,098 6,935 81,557 91,405

REVENUE PROFIT (LOSS) BEFORE


($’000) INCOME TAX
($’000)
22,500

19,198
10,530
8,221
2,913

(6,142)

(4,970)

1,081

’05 ’06 ’07 ’08

’05 ’06 ’07 ’08

PROFIT (LOSS) FOR THE YEAR SHAREHOLDERS’ FUNDS


($’000) ($’000)
91,405
81,557
19,291

9,098

6,935
(5,999)

(4,938)

1,087

’05 ’06 ’07 ’08

’05 ’06 ’07 ’08

SAPPHIRE CORPORATION LIMITED Annual Report 2008 15


Financial Contents

17 Corporate Governance Report


26 Directors’ Report
30 Statement by Directors
31 Independent Auditors’ Report
33 Balance Sheets
34 Consolidated Income Statement
35 Consolidated Statement of Changes in Equity
36 Statement of Changes in Equity
37 Consolidated Cash Flow Statement
39 Notes to the Financial Statements
84 Additional Information
85 Shareholding Statistics
88 Notice of Annual General Meeting
Proxy Form
Corporate Governance Report

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

The Code is divided into four main sections:

Board Matters
Remuneration Matters
Audit Accountability
Communication with Shareholders

(A) BOARD MATTERS

Board’s Conduct of its Affairs

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:

Board Audit Committee Nominating Remuneration Executive


Committee Committee Committee
No. of Meeting No. of Meeting No. of Meeting No. of Meeting No. of Meeting
Name Held Attended Held Attended Held Attended Held Attended Held Attended
Dr Tan Eng Liang 6 5 4 4 2 2 3 3 5 5
Teo Cheng Kwee 6 5 4 2 2 1 3 2 5 3
Foo Tee Heng 6 6 4 3 0 0 0 0 5 5
Chan Kum Onn Roger 6 6 4 4 2 2 3 3 5 5
Goh Hup Jin 6 2 0 0 2 0 3 1 0 0
Goh Chee Whui 6 5 4 3 2 2 3 3 5 4
Wei Jian Ping
(appointed on 6 1 0 0 0 0 0 0 0 0
18 September 2008)
Mohd Iskandar Bin Mohd
Isa (resigned on 6 1 0 0 0 0 0 0 0 0
31 March 2008)

The key roles of the Board are:

• 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;

SAPPHIRE CORPORATION LIMITED Annual Report 2008 17


Corporate Governance Report

• to ensure effective management leadership of the highest quality and integrity;

• to approve annual budgets, major funding proposals, investment and divestment proposals; and

• to provide overall insight in the proper conduct of the Group’s business.

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:-

Dr Tan Eng Liang - Chairman, Independent & Non-Executive Director


Mr Teo Cheng Kwee - Chief Executive Officer
Mr Goh Chee Whui - Independent & Non-Executive Director
Mr Foo Tee Heng - Executive Director
Mr Chan Kum Onn Roger - Independent & Non-Executive Director

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.

BOARD COMPOSITION AND BALANCE

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.

18 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Corporate Governance Report

Board Composition and Committees

Audit Executive Nominating Remuneration


Committee Committee Committee Committee
Board Member
Dr Tan Eng Liang M C M C
Teo Cheng Kwee M
Foo Tee Heng M
Chan Kum Onn Roger C M M M
Goh Hup Jin M M
Goh Chee Whui M M C M
Wei Jian Ping
(Appointed on 18 September 2008)
Mohd Iskandar Bin Mohd Isa
(resigned on 31 March 2008)

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.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 19


Corporate Governance Report

The Nominating Committee comprises the following:

Mr Goh Chee Whui - Chairman, Independent & Non-Executive Director


Dr Tan Eng Liang - Independent & Non-Executive Director
Mr Chan Kum Onn Roger - Independent & Non-Executive Director
Mr Goh Hup Jin - Non-Independent & Non-Executive Director

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.

20 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Corporate Governance Report

(B) REMUNERATION MATTERS

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

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.

The RC comprises the following:

Dr Tan Eng Liang - Chairman, Independent & Non-Executive Director


Mr Chan Kum Onn Roger - Independent & Non-Executive Director
Mr Goh Chee Whui - Independent & Non-Executive Director
Mr Goh Hup Jin - Non-Independent & Non-Executive Director

RC’s main functions are:

• 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.

As part of its review, the RC shall ensure that:

• 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.

No director is involved in deciding his own remuneration.

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 21


Corporate Governance Report

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.

Persons eligible to participate in the Scheme are as follows:

(i) Group Employees who have been employed for a minimum of one year or such shorter period as the Committee
may determine;

(ii) Executive Directors; and

(iii) Non-Executive Directors.

Other information relating to the Scheme is set out below:

(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

Key Executives 44,000,000

Group Employees 24,640,000


Total Award Shares granted 171,340,000

22 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Corporate Governance Report

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

Name of Director Remuneration Salary Bonus Other *Directors’ Total


Band Benefits Fees
$ % % % % %
Executive Directors
Teo Cheng Kwee 500,000 to 749,999 79 13 8 0 100
Foo Tee Heng 0 to 249,999 75 12 13 0 100
Non-Executive Directors
Dr Tan Eng Liang 0 to 249,999 0 0 0 100 100
Chan Kum Onn Roger 0 to 249,999 0 0 0 100 100
Goh Hup Jin 0 to 249,999 0 0 0 100 100
Goh Chee Whui 0 to 249,999 0 0 0 100 100
Wei Jian Ping 0 to 249,999 0 0 0 100 100

* 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:

Name of Key Executive Remuneration Salary Bonus Other Total


Band Benefits
$ % % % %
Toh Ewe Kok 0 to 249,999 77 13 10 100
Michael Chua Cheow Khoon 0 to 249,999 75 13 12 100
Nicole Ng Kheng Choo 0 to 249,999 77 6 17 100
Richard Yeo Chin Keat
0 to 249,999 71 6 23 100
(joined on 7 July 2008)

No spouse, children and immediate family members relating to the Company’s Directors are working for the Group in
the Year 2008.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 23


Corporate Governance Report

(C) AUDIT ACCOUNTABILITY

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:

Mr Chan Kum Onn Roger - Chairman, Independent and Non-Executive Director


Dr Tan Eng Liang - Independent and Non-Executive Director
Mr Goh Chee Whui - Independent and Non-Executive Director

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 review interested parties transactions;

• to nominate the external auditors for re-appointment and review their independence;

• to review the co-operation given to auditors; and

• to review the adequacy of the internal controls and compliance

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.

24 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Corporate Governance Report

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.

(D) COMMUNICATION WITH SHAREHOLDERS

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 25


Directors’ Report

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

The directors in office at the date of this report are as follows:

Dr Tan Eng Liang


Teo Cheng Kwee
Goh Hup Jin
Goh Chee Whui
Foo Tee Heng
Chan Kum Onn Roger
Wei Jian Ping (Appointed on 18 September 2008)

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

Dr Tan Eng Liang - 13,200,000


Chan Kum Onn Roger - 11,900,000
Goh Chee Whui 218,750 8,218,750
Foo Tee Heng 8,437,750 20,437,750

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.

26 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Directors’ Report

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.

Sapphire Shares Award Scheme

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.

Persons eligible to participate in the Scheme are as follows:

(i) Group Employees who have been employed for a minimum of one year or such shorter period as the Committee
may determine;

(ii) Executive Directors; and

(iii) Non-Executive Directors.

Other information relating to the Scheme is set out below:

(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

SAPPHIRE CORPORATION LIMITED Annual Report 2008 27


Directors’ Report

(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

Key Executives 44,000,000

Group Employees 24,640,000


Total Award Shares granted 171,340,000

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 members at the date of this report are:

Chan Kum Onn Roger (Chairman, Independent and Non-Executive director)


Dr Tan Eng Liang (Independent and Non-Executive director)
Goh Chee Whui (Independent and Non-Executive director)

The Audit Committee performs the functions specified by Section 201B of the Companies Act, the SGX Listing Manual
and the Code of Corporate Governance.

28 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Directors’ Report

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.

On behalf of the Board of Directors

Teo Cheng Kwee


Director

Foo Tee Heng


Director

25 March 2009

SAPPHIRE CORPORATION LIMITED Annual Report 2008 29


Statement by Directors

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.

On behalf of the Board of Directors

Teo Cheng Kwee


Director

Foo Tee Heng


Director

25 March 2009

30 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Independent Auditors’ Report
Members of the Company
Sapphire Corporation Limited

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’s responsibility for the financial statements

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;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with 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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 31


Independent Auditors’ Report
Members of the Company
Sapphire Corporation Limited

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

32 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Balance Sheets
As at 31 December 2008

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

Total assets 130,572,433 89,182,169 100,871,775 69,605,843

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

Total liabilities 39,167,774 7,625,344 35,828,813 6,272,730

Total equity and liabilities 130,572,433 89,182,169 100,871,775 69,605,843

The accompanying notes form an integral part of these financial statements.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 33


Consolidated Income Statement
Year ended 31 December 2008

Group
Note 2008 2007
$ $

Revenue 24 10,530,159 8,221,468

Cost of sales (11,070,889) (3,254,094)


Gross (loss)/ profit (540,730) 4,967,374

Other income 4,624,505 460,234

Distribution costs (9,781) (27,915)

Administrative and other expenses (7,971,554) (2,821,556)


(Loss)/profit from operations (3,897,560) 2,578,137

Finance costs (1,433,622) (76,852)

Share of results of associates 6,412,592 16,696,295


Profit before income tax 25 1,081,410 19,197,580

Income tax credit 26 5,500 93,742


Profit for the year 1,086,910 19,291,322

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

Earnings per share 27


Basic (cents) 0.01 0.37
Diluted (cents) 0.01 0.37

The accompanying notes form an integral part of these financial statements.

34 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Consolidated Statement of Changes in Equity
Year ended 31 December 2008

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

The accompanying notes form an integral part of these financial statements.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 35


Statement of Changes in Equity
Year ended 31 December 2008

Share Capital Other Hedging Accumulated


capital reserve reserve reserve losses Total
$ $ $ $ $ $
Company

At 1 January 2007 98,883,057 162,000 (182,313) – (94,064,985) 4,797,759

Profit for the year – – – – 3,152,086 3,152,086

Issue of shares (net of expenses) 56,452,377 – (1,069,109) – – 55,383,268


At 31 December 2007 155,335,434 162,000 (1,251,422) – (90,912,899) 63,333,113

Loss for the year – – – – (8,427,936) (8,427,936)

Effective portion of changes in


fair value of cash flow hedges,
net of tax – – – (463,169) – (463,169)

Issue of shares (net of expenses) 7,241,400 – (97,816) – – 7,143,584

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

The accompanying notes form an integral part of these financial statements.

36 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Consolidated Cash Flow Statement
Year ended 31 December 2008

Note 2008 2007


$ $
Operating activities
Profit before income tax 1,081,410 19,197,580
Adjustments for:
Allowance made for inventory obsolescence 324,516 –
Amortisation of deferred transaction costs on issuance of convertible bonds 314,036 –
Bad debts written off – 6,124
Depreciation of property, plant and equipment 76,216 61,925
Finders’ fee – (5,504,500)
Foreign exchange loss/(gain) 332,000 (2,057,030)
Impairment losses made on property, plant and equipment – 20,000
Impairment losses made/ (write-back) on other investments 3,970 (2,100)
Interest expense 1,433,622 76,852
Interest income (1,465,069) (165,200)
Loss on disposals of property, plant and equipment 54 1,677
Profit on disposals of an associate (3,000) –
Profit on disposals of subsidiaries 28 – (11,534)
Profit on sale of asset held for sale (327,500) –
Provision made for rectification costs 529,463 51,000
Share of profit warranty given to an associate (2,632,334) –
Share of results of associates (6,412,592) (16,696,295)
Share-based payment expense 1,713,400 –
Write-back for claims and fees – (15,841)
(5,031,808) (5,037,342)
Changes in working capital:
Contracts-in-progress, net 169,707 249,160
Development properties (123,166) (335,023)
Inventories (368,680) 25,047
Trade and other payables 1,505,202 878,667
Trade and other receivables (4,299,766) (2,652,542)
Cash utilised in operations (8,148,511) (6,872,033)
Income tax recovered 5,500 18,742
Payment of claims and fees – (190,109)
Payment of rectification costs (506,478) (1,118,977)
Cash flows from operating activities (8,649,489) (8,162,377)

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)

The accompanying notes form an integral part of these financial statements.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 37


Consolidated Cash Flow Statement
Year ended 31 December 2008

Note 2008 2007


$ $
Financing activities
Fixed deposit pledged to bank (1,001,570) 1,493
Interest paid (394,317) (76,852)
Monies placed in escrow account (17,500,000) –
Overdraft converted into shares – 800,790
Payment of finance lease liabilities (9,331) (2,908)
Payment of share issue expenses (1,242,464) (1,069,109)
Proceeds from convertible bonds 35,000,000 –
Proceeds from issue of shares – 49,900,707
Cash flows from financing activities 14,852,318 49,554,121

Net (decrease)/ increase in cash and cash equivalents (1,053,033) 3,786,409


Cash and cash equivalents at beginning of year 3,660,111 (146,925)
Effect of exchange rate changes on the balances held in foreign currencies (52) 20,627
2,607,026 3,660,111
Monies placed in escrow account 17,500,000 –
Cash and cash equivalents at end of year 16 20,107,026 3,660,111

Non-cash transactions

During the year,

- 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 accompanying notes form an integral part of these financial statements.

38 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the directors on 25 March 2009.

1 Domicile and activities

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.

2 Summary of significant accounting policies

2.1 Basis of preparation

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 39


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.1 Basis of preparation (cont’d)

• 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 21 contains information about measurement of fair value on financial derivatives.

• 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.

40 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.2 Consolidation (cont’d)

Associates and joint ventures

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.

Transactions eliminated on consolidation

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.

Accounting for subsidiaries, associates and joint ventures by the Company

Investments in subsidiaries, associates and joint ventures are stated in the Company’s balance sheet at cost less
accumulated impairment losses.

2.3 Foreign currencies

Foreign currency transactions

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).

SAPPHIRE CORPORATION LIMITED Annual Report 2008 41


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.3 Foreign currencies (cont’d)

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.

Net investment in a foreign operation

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.

2.4 Property, plant and equipment

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.

The estimated useful lives are as follows:

Plant and machinery - 5 to 10 years


Furniture, fittings and office equipment - 3 to 10 years
Motor vehicles - 5 to 10 years
Renovation - 5 years

42 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.4 Property, plant and equipment (cont’d)

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.

2.5 Intangible assets

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.

2.6 Financial instruments

Non-derivative financial instruments

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 43


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.6 Financial instruments (cont’d)

Non-derivative financial instruments (cont’d)

Available-for-sale financial assets

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.

Derivative financial instruments and hedging activities

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.

Cash flow hedges

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.

Impairment of financial assets

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.

44 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.6 Financial instruments (cont’d)

Impairment of financial assets (cont’d)

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

Ordinary shares are classified as equity.

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 45


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.7 Leases (cont’d)

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.

2.8 Impairment – non-financial assets

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.

2.10 Development properties

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.

46 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.10 Development properties (cont’d)

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.

2.12 Asset held for sale

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.

2.13 Employee benefits

Defined contribution plans

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 47


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

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.

2.15 Financial guarantee contracts

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.

2.16 Convertible bonds

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.

2.17 Revenue recognition

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.

48 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.17 Revenue recognition (cont’d)

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.

Development properties for sale

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.

Rental, sale and maintenance of construction machinery and equipment

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

Interest income is recognised as it accrues, using the effective interest method.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 49


Notes to the Financial Statements

2 Summary of significant accounting policies (cont’d)

2.17 Revenue recognition (cont’d)

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.

2.18 Finance costs

Finance costs comprise interest expense on borrowings. Interest expense is recognised in the income statement
using the effective interest method.

2.19 Income tax expense

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.

50 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

3 Property, plant and equipment

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

Accumulated depreciation and


impairment losses
At 1 January 2007 265,146 499,093 251,587 – 1,015,826
Depreciation for the year 9,424 46,274 2,835 3,392 61,925
Impairment losses 20,000 – – – 20,000
Disposals (38,120) (248,051) – – (286,171)
Translation differences on consolidation (109) (315) (311) 3 (732)
At 31 December 2007 256,341 297,001 254,111 3,395 810,848
Depreciation for the year – 29,803 24,200 22,213 76,216
Impairment losses utilised for assets
written off (164,579) – – – (164,579)
Disposals (91,762) (28,452) – – (120,214)
Translation differences on consolidation – 795 6,601 720 8,116
At 31 December 2008 – 299,147 284,912 26,328 610,387

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

SAPPHIRE CORPORATION LIMITED Annual Report 2008 51


Notes to the Financial Statements

3 Property, plant and equipment (cont’d)

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

Accumulated depreciation and


impairment losses
At 1 January 2007 208,675 254,344 75,945 538,964
Depreciation for the year 10,000 13,413 2,066 25,479
Impairment losses 20,000 – – 20,000
Disposals – (60,086) – (60,086)
At 31 December 2007 238,675 207,671 78,011 524,357
Depreciation for the year – 19,394 24,200 43,594
Impairment losses utilised for assets written off (164,579) – – (164,579)
Disposals (74,096) (951) – (75,047)
At 31 December 2008 – 226,114 102,211 328,325

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
$ $

Interests in subsidiaries 33,007,243 33,007,245


Impairment losses (24,407,240) (24,407,240)
8,600,003 8,600,005

52 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

4 Interests in subsidiaries (cont’d)

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.

Details of the subsidiaries are as follows:

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:

- Tudor Jaya Sdn. Bhd.(2) Property development Malaysia 100 100

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

- TIL Mineral Resources Pte. Ltd. (1) Dormant Singapore 100 –

Sapphire (Shanghai) Management Consultancy Management consulting People’s Republic 100 100
Company Limited (4) + of China

IREM Construction & Trading Sdn. Bhd.* – Malaysia – 100

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

(1) Audited by KPMG Singapore


(2) Audited by other member firm of KPMG International
(3) Audited by Rays Chan & Co, Hong Kong
(4) Audited by Neuventure Certified Public Accountants, Shanghai, People’s Republic of China
(5) Audited by Richard Lim & Co., Republic of Singapore and are in the process of member’s voluntary
liquidation
+ This subsidiary is a 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

SAPPHIRE CORPORATION LIMITED Annual Report 2008 53


Notes to the Financial Statements

5 Interests in associates
Group Company
2008 2007 2008 2007
$ $ $ $

Unquoted shares, at cost 45,041,737 45,043,311 45,041,737 45,043,311


Share of post-acquisition reserves* 22,767,937 17,005,012 – –
67,809,674 62,048,323 45,041,737 45,043,311

* 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.

(a) Details of the associates are as follows:

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

- China Vanadium Titano-Magnetite Mining Business of mining, Cayman Islands 12.73 -


Company Limited and its subsidiaries (2) ore processing, iron
pelletising and sale of iron
concentrates, iron pellets
and titanium concentrates

54 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

5 Interests in associates (cont’d)

(a) Details of the associates are as follows: (cont’d)


Effective equity
Country of interest held by
Name of associates Principal activities incorporation the Group
2008 2007
% %

- 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

SAPPHIRE CORPORATION LIMITED Annual Report 2008 55


Notes to the Financial Statements

5 Interests in associates (cont’d)

(b) Acquisition of Kingston Grand Limited

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
$ $ $

Property, plant and equipment 52,996,236 5,958,000 58,954,236


Intangibles – 19,585,345 19,585,345
Other non-current assets 3,210,305 – 3,210,305
Current assets 97,220,758 – 97,220,758
Current liabilities (97,977,834) – (97,977,834)
Other non-current liabilities (16,865,564) – (16,865,564)
Deferred tax liabilities – (5,841,391) (5,841,391)
38,583,901 19,701,954 58,285,855
Consideration paid 43,758,450
Negative goodwill 25 14,527,405

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.

6 Investment in joint venture

This relates to an unincorporated joint venture entered into by the Company with third party to jointly undertake
construction projects.

Details of the joint venture are as follows:


Effective equity
interest held by
Country of the Group and the
Name of joint venture Principal activities incorporation Company
2008 2007
% %

China Construction – I.R.E. J.V. + Undertake building contracts Singapore 50 50

+ Audited by KPMG Singapore

56 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

6 Investment in joint venture (cont’d)

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)

Assets and liabilities


Current assets 37,409 38,279
Current liabilities (44,321) (44,177)
Non-current liabilities (202,066) (202,066)
(208,978) (207,964)

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
$ $

Available-for-sale equity securities


Quoted equity shares 11,270 11,270
Impairment losses (9,570) (5,600)
1,700 5,670

8 Loan receivable from an associate


Group Company
Note 2008 2007 2008 2007
$ $ $ $

Loan receivable (secured)


- Long-term 9,583,813 – 9,583,813 –
- Short-term 15 4,791,187 – 4,791,187 –
14,375,000 – 14,375,000 –

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 57


Notes to the Financial Statements

9 Inventories
Group
2008 2007
$ $

Iron ore 368,680 –


Allowance for inventory obsolescence (324,516) –
44,164 –

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
$ $ $ $

Cost incurred 4,761,708 49,217,684 285,044 43,698,148


Attributable gain/(losses) 1,233,992 (3,801,982) 75,300 (5,504,828)
5,995,700 45,415,702 360,344 38,193,320
Progress billings (5,821,301) (45,087,346) (416,957) (38,164,210)
174,399 328,356 (56,613) 29,110
Comprising:
Contracts-in-progress in excess of progress billings 231,012 333,444 – 34,198
Progress billings in excess of contracts-in-progress (56,613) (5,088) (56,613) (5,088)
174,399 328,356 (56,613) 29,110

11 Development properties
Group
2008 2007
$ $

Leasehold land, at cost 12,544,031 13,023,369

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:

Land area Group’s effective


Plot/lot number (sq. m.) Zoning Tenure interest

Lot PT 1191 20,138.00 Commercial 99 years leasehold expiring on 100%


26 October 2103
Lot PT 1197 35,995.56 Commercial 99 years leasehold expiring on 100%
13 October 2104

The Group has not commenced the development of these properties as at year-end.

58 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

11 Development properties (cont’d)

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.

12 Trade and other receivables


Group Company
Note 2008 2007 2008 2007
$ $ $ $

Trade receivables 13 1,904,057 1,421,401 196,221 393,832


Amounts due from subsidiaries 14 – – 9,024,105 8,248,472
Other receivables 15 15,995,259 2,845,212 8,043,520 696,555
17,899,316 4,266,613 17,263,846 9,338,859
Deposits 129,487 69,112 88,834 29,174
Prepayments 171,724 18,113 17,931 12,215
Deferred transaction costs on issuance
of convertible bonds 713,718 – 713,718 –
Club memberships, at cost 133,900 133,900 133,900 133,900
19,048,145 4,487,738 18,218,229 9,514,148

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
$ $ $ $

Singapore 4,033,306 771,464 8,993,417 6,441,893


China 13,053,714 2,802,592 8,270,429 2,896,966
Malaysia and Indonesia 812,296 692,557 – –
17,899,316 4,266,613 17,263,846 9,338,859

SAPPHIRE CORPORATION LIMITED Annual Report 2008 59


Notes to the Financial Statements

12 Trade and other receivables (cont’d)

Impairment losses

The ageing of loans and receivables at the reporting date is:

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
$ $ $ $

At 1 January 11,601,880 16,745,709 14,318,094 20,327,916


Impairment losses recognised 1,206,722 861,041 1,920,751 758,357
Impairment losses written back (1,367,834) (114,768) (517,728) (878,881)
Impairment losses utilised (8,379,744) (5,889,298) (9,372,549) (5,889,298)
Translation differences 14,295 (804) – –
At 31 December 3,075,319 11,601,880 6,348,568 14,318,094

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.

60 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

13 Trade receivables
Group Company
2008 2007 2008 2007
$ $ $ $

Trade receivables 3,132,072 8,639,981 1,079,796 7,002,446


Impairment losses (1,228,015) (7,218,580) (883,575) (6,608,614)
1,904,057 1,421,401 196,221 393,832

Included in trade receivables are the following:


Group Company
2008 2007 2008 2007
$ $ $ $

Receivables from major shareholders 16,645 16,645 – –


Retention monies 730,770 354,350 67,663 248,668

14 Amounts due from subsidiaries


Group Company
2008 2007 2008 2007
$ $ $ $

Trade advances – – 175,420 147,699


Trade – – 497,692 485,213
Loans – – 13,658,067 12,518,264
– – 14,331,179 13,151,176
Impairment losses on amounts due
from subsidiaries – – (5,307,074) (4,902,704)
– – 9,024,105 8,248,472

Amounts due from subsidiaries are interest-free, unsecured and repayable on demand.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 61


Notes to the Financial Statements

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

Included in other receivables are the following:


Group Company
2008 2007 2008 2007
$ $ $ $

Interest receivables from


- associate 862,500 – 862,500 –
- an associate disposed during the year 9,580 – 9,580 –
- bank 2,232 – 1,990 –
- other # 362,466 – – –
Deposit for purchase of iron ore 2,682,522 – – –
Retention sums relating to sale of iron ore 509,618 – – –
Refundable deposit for investment # 2,100,000 1,965,425 – –

* 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.

62 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

16 Cash and cash equivalents


Group Company
2008 2007 2008 2007
$ $ $ $

Fixed deposits 18,548,570 174,616 17,500,000 –


Cash and bank balances 2,607,026 3,532,495 1,802,557 883,126
Cash at bank and in hand 21,155,596 3,707,111 19,302,557 883,126
Fixed deposits pledged to bank (1,048,570) (47,000) (1,000,000) –
Cash and cash equivalents 20,107,026 3,660,111 18,302,557 883,126

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.

17 Asset held for sale

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 $

Issued and fully paid ordinary shares:


At 1 January 7,322,231,264 155,335,434 4,003,729,627 98,883,057
Issue of shares 457,973,499 7,241,400 9,353,250 187,065
Issue of shares arising from debt conversion
(net of expenses) – – 435,243,000 6,528,645
Issue of placement shares (net of expenses) – – 538,819,000 7,705,112
Issue of Rights – – 2,335,086,387 42,031,555
At 31 December 7,780,204,763 162,576,834 7,322,231,264 155,335,434

SAPPHIRE CORPORATION LIMITED Annual Report 2008 63


Notes to the Financial Statements

18 Share capital (cont’d)

During the financial year,

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 3,777,816 320,446 3,619,370 162,000


Merger reserve 417,550 417,550 – –
Hedging reserve (463,169) – (463,169) –
Other reserve (1,349,238) (1,251,422) (1,349,238) (1,251,422)
Currency translation reserve (1,342,046) 34,815 – –
Accumulated losses (72,213,088) (73,299,998) (99,340,835) (90,912,899)
(71,172,175) (73,778,609) (97,533,872) (92,002,321)

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.

64 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

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.

20 Sapphire Shares Award Scheme

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.

Persons eligible to participate in the Scheme are as follows:

(i) Group Employees who have been employed for a minimum of one year or such shorter period as the
Committee may determine;

(ii) Executive Directors; and

(iii) Non-Executive Directors.

Other information relating to the Scheme is set out below:

(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;

SAPPHIRE CORPORATION LIMITED Annual Report 2008 65


Notes to the Financial Statements

20 Sapphire Shares Award Scheme (cont’d)

(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

Key Executives 44,000,000

Group Employees 24,640,000

Total Award Shares granted 171,340,000

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.

66 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

21 Financial liabilities (cont’d)

Convertible bonds

The convertible bonds are recognised as follows:


Group and Company
2008 2007
$ $

Principal amount 35,000,000 –


Amount classified as equity net of attributable transaction costs (3,457,370) –
Attributable transaction costs (116,893) –
Amortisation of discount on bonds during the year 1,039,305 –
Carrying amount of liability 32,465,042 –

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.

Finance lease liabilities

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:

Principal Interest Payments


2008 2008 2008
$ $ $

Payable within 1 year 15,744 1,750 13,994


Payable after 1 year but within 5 years 52,509 5,834 46,675
68,253 7,584 60,669

SAPPHIRE CORPORATION LIMITED Annual Report 2008 67


Notes to the Financial Statements

21 Financial liabilities (cont’d)

Terms and debt repayment schedule

Terms and conditions of outstanding loans and borrowings are 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) –

Derivative financial liabilities


Forward exchange contracts 1,315,169 (833,355) (210,645) (622,710) –

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) –

Derivative financial liabilities


Forward exchange contracts 1,315,169 (833,355) (210,645) (622,710) –

2007
Non-derivative financial liabilities
Trade and other payables 5,857,650 (5,857,650) (5,857,650) – –

68 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

22 Trade and other payables


Group Company
2008 2007 2008 2007
$ $ $ $

Trade payables 2,164,993 1,746,439 883,008 1,205,308


Accrued operating expenses 2,172,482 649,762 470,964 440,538
Other payables 413,405 4,727,639 77,348 4,211,804
4,750,880 7,123,840 1,431,320 5,857,650

Included in trade payables are the following:


Group Company
2008 2007 2008 2007
$ $ $ $
Payables to
- major shareholder and its related corporations 216 65,327 – 60,587
- subsidiary – – 357,624 357,624

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 69


Notes to the Financial Statements

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

25 Profit before income tax

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

* Included in staff costs is share-based payment of $1,713,400 (2007: $nil).

70 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

26 Income tax credit


Group
2008 2007
$ $
Current tax expense
Overprovided in prior years (5,500) (93,742)

Reconciliation of effective tax rate


Profit before income tax 1,081,410 19,197,580
Share of results of associates (6,412,592) (16,696,295)
(Loss)/Profit before tax (5,331,182) 2,501,285

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
$ $

Deductible temporary differences 1,361,935 3,083,455


Tax losses 98,024,269 90,702,227
Unutilised capital allowances 1,931,633 1,746,133
101,317,837 95,531,815

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 71


Notes to the Financial Statements

27 Earnings per share (The Group)

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
$ $

Current assets (excluding cash and cash equivalents) - 244,556


Cash and cash equivalents 2 181,727
Current liabilities - (223,725)
Minority interests - (96,027)
Attributable net assets/(liabilities) disposed 2 106,531
Net profit on disposal of subsidiaries - 11,534
Consideration received 2 118,065
Cash and bank balances disposed (2) (181,727)
Net cash (outflow)/inflow - (63,662)

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.

72 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

29 Acquisition of subsidiaries (cont’d)

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.

The effect of acquisitions of subsidiaries was set out below:

Carrying Fair value Recognised


amount adjustments values
2007 2007 2007
$ $ $

Current assets (excluding cash and cash equivalents) 221,188 – 221,188


Cash and cash equivalents 94,023 – 94,023
Current liabilities (93,866) – (93,866)
Minority interests (107,555) – (107,555)
Net identifiable assets and liabilities/cash consideration paid 113,790 – 113,790
Cash acquired (94,023)
Net cash outflow 19,767

There was no acquisition in the year ended 31 December 2008.

30 Related parties

Key management personnel compensation

Compensation payable to key management personnel comprise:


Group
2008 2007
$ $

Short-term employee benefits 2,803,044 1,208,492


Post-employment benefits 35,240 34,888
2,838,284 1,243,380

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).

SAPPHIRE CORPORATION LIMITED Annual Report 2008 73


Notes to the Financial Statements

30 Related parties (cont’d)

Other transactions with key management personnel

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 related party transactions

Other than disclosed elsewhere in the financial statements, the transactions with related parties are as follows:

Group
2008 2007
$ $

Shareholders of the Company


- Purchase of goods and services 45,188 132,060
- Service and rental expenses 111,653 115,270

Associate
- Subcontractor fees 629,278 164,700

31 Financial risk management

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.

74 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

31 Financial risk management (cont’d)

Credit risk (cont’d)

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.

Interest rate 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.

Foreign currency risk

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 75


Notes to the Financial Statements

31 Financial risk management (cont’d)

Foreign currency risk (cont’d)

The Group’s and Company’s exposures to foreign currency are as follows:

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.

76 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

31 Financial risk management (cont’d)

Estimation of fair values

The following summarises the significant methods and assumptions used in estimating the fair value of financial
instruments of the Group and Company.

Investments in equity securities

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.

Interest rates used in determining fair values

The interest rates used to discount estimated cash flows, where applicable, are based on the contractual
agreement, and are as follows:
2008 2007
% %

Convertible bonds 5.00 –


Finance lease liabilities 2.50 –

Other financial assets and liabilities

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

Unsecured guarantees given to bank for issuance of trade facilities


on behalf of a subsidiary* 7,618,750 –
Unsecured guarantees given to bank for issuance of performance
bonds on behalf of a subsidiary – 44,107

* Subsequent to year-end, the guarantees were discharged upon completion of the trade facility arrangement by
the subsidiary.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 77


Notes to the Financial Statements

32 Contingent liabilities (cont’d)

Continuing financial support

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
$ $ $ $

Within 1 year 191,687 280,665 74,172 107,328


Within 2 to 5 years 77,782 135,197 77,782 11,806
269,469 415,862 151,954 119,134

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.

Inter-segment pricing is determined on mutually agreed terms.

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.

78 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

34 Segment reporting (cont’d)

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

Segment results – (802,923) 88,539 – 173,654 – (540,730)


Other income 4,624,505
Unallocated
expenses (7,981,335)
Profit from operations (3,897,560)
Finance costs (1,433,622)
Share of results of
associates 6,412,592
Income tax credit 5,500
Profit for the year 1,086,910

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

Segment results 4,495,000 211,275 259,042 – – – 4,965,317


Other income 460,234
Unallocated
expenses (2,847,414)
Profit from operations 2,578,137
Finance costs (76,852)
Share of results of
associates 16,696,295
Income tax credit 93,742
Profit for the year 19,291,322

SAPPHIRE CORPORATION LIMITED Annual Report 2008 79


Notes to the Financial Statements

34 Segment reporting (cont’d)

Geographical segments (cont’d)

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

Segment liabilities – 1,101,398 614,687 – 2,464,876 – 4,180,961


Unallocated liabilities 34,986,813
Total liabilities 39,167,774

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

Segment liabilities – 792,185 724,495 – 490,191 – 2,006,871


Unallocated liabilities 5,618,473
Total liabilities 7,625,344

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

80 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

34 Segment reporting (cont’d)

Geographical segments (cont’d)

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

35 New accounting standards and interpretations not yet adopted

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:

FRS 1 (revised 2008) Presentation of Financial Statements

FRS 23 (revised 2007) Borrowing Costs

Amendments to FRS 32 Financial Instruments: Presentations and FRS 1 Presentation of Financial


Statements – Puttable Financial Instruments and Obligations Arising on
Liquidation

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

Amendments to FRS 102 Share-based Payment – Vesting Conditions and Cancellations

FRS 103 (revised 2008) Business Combinations and FRS 27 (amended 2008) Consolidated and
Separate Financial Statements

FRS 108 Operating Segments

Improvements to FRSs 2008

INT FRS 113 Customer Loyalty Programmes

INT FRS 115 Agreements for the Construction of Real Estate

INT FRS 116 Hedges of a Net Investment in a Foreign Operation

SAPPHIRE CORPORATION LIMITED Annual Report 2008 81


Notes to the Financial Statements

35 New accounting standards and interpretations not yet adopted (cont’d)

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.

82 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notes to the Financial Statements

35 New accounting standards and interpretations not yet adopted (cont’d)

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 83


Additional Information
For the year ended 31 December 2008

1 Interested Persons Transaction

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

Purchases of goods and services - - - 132


- Nippon Paint Group of Companies

Rental of Office premise - - - 115


- Yenom Holdings Pte Ltd
(b) Treasury Transactions - - - -
(c) Others * * - -

Note:
No shareholder mandate was obtained for year 2008 as Nippon Paint Group of companies ceased to be
controlling shareholder.

*Amount less than $100,000.

2 Utilisation of Proceeds from Convertible Bonds

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:

31 December 2008 25 March 2009


$ $

(i) Loan to an associate, Trisonic International Limited 13,855,000 13,855,000


(ii) Expenses in relation to the convertible bonds 1,144,648 1,144,648
(iii) Working capital purposes 723,173 2,032,625
15,722,821 17,032,273

84 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Shareholding Statistics
As at 9 March 2009

No. of shares - 7,780,204,763


Class of shares - Ordinary shares
Voting rights - 1 vote per ordinary share

ANALYSIS OF SHAREHOLDINGS

Range of Shareholdings No. of Shareholders % No. of Shares %

1 - 999 132 1.22 51,583 0.00


1,000 - 10,000 1,118 10.30 5,207,227 0.07
10,001 - 1,000,000 8,900 82.02 2,078,073,143 26.71
1,000,001 and above 701 6.46 5,696,872,810 73.22
10,851 100.00 7,780,204,763 100.00

TOP 20 SHAREHOLDERS

No. Name No. of Shares %

1 Nippon Paint (Singapore) Company Private Limited 565,586,690 7.27


2 Kim Eng Securities Pte. Ltd. 490,603,747 6.31
3 United Overseas Bank Nominees Pte Ltd 422,545,600 5.43
4 Citibank Nominees Singapore Pte Ltd 200,221,000 2.57
5 Phillip Securities Pte Ltd 140,788,950 1.81
6 Teo Cheng Kwee 140,191,625 1.80
7 Li Zhong 133,560,333 1.72
8 Creation Enterprises Limited 131,419,000 1.69
9 HSBC (Singapore) Nominees Pte Ltd 124,300,000 1.60
10 CIMB-GK Securities Pte. Ltd. 106,205,000 1.37
11 Zhang Zhihu 97,500,000 1.25
12 Nippon Paint (H.K.) Company Limited 89,202,000 1.15
13 Ong Hoo Eng 87,500,000 1.12
14 DBS Nominees Pte Ltd 80,685,741 1.04
15 UOB Kay Hian Pte Ltd 65,032,500 0.84
16 OCBC Securities Private Ltd 61,303,000 0.79
17 Cheong Wee Hup 59,559,000 0.77
18 Raffles Nominees Pte Ltd 58,898,000 0.76
19 Foo Liang Fat 52,940,000 0.68
20 Tay Kwang Thiam 48,586,050 0.62
3,156,628,236 40.59

SAPPHIRE CORPORATION LIMITED Annual Report 2008 85


Shareholding Statistics
As at 9 March 2009

Substantial Shareholders Direct and Deemed


Direct Interest Deemed Interest Interests
Number of Number of Number of
Shares % Shares % Shares %

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

86 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Shareholding Statistics
As at 9 March 2009

Substantial Shareholders Direct and Deemed


Direct Interest Deemed Interest Interests
Number of Number of Number of
Shares % Shares % Shares %

Regional Business Publication Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42


Ritsuji Company Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Skyland Venture Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
SMP Investments Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Southward Investment Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Suzhou Nippon Paint Co., Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Tianjin Nippon Paint Shenglianda Co Ltd (3) - - 654,788,690 8.42 654,788,690 8.42
Thurloe Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Wigetworks Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Wuthelam International Investment Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Wuthelam Industries (S) Pte Ltd (in liquidation) (3) - - 654,788,690 8.42 654,788,690 8.42
Wuthelam Holdings Limited(3) - - 654,788,690 8.42 654,788,690 8.42
Wuthelam Holdings Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yashili Paint (Suzhou) Co., Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Holdings Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Industries Pte Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Industries (Malaysia) Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Labelstocks Pty Limited (3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Label (Malaysia) Sdn Bhd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom Labelstocks (Sydney) Pty Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenom (Thailand) Co. Ltd(3) - - 654,788,690 8.42 654,788,690 8.42
Yenomland Pte 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).

Shareholdings Held in Hands of Public

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 87


Notice of Annual General Meeting

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 :-

(a) Mr Goh Hup Jin


(b) Mr Foo Tee Heng
(c) Mr Wei Jian Ping

4. To pass the following resolution :-

“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;

88 SAPPHIRE CORPORATION LIMITED Annual Report 2008


Notice of Annual General Meeting

(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.

By Order of the Board

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.

EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED :-

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.

SAPPHIRE CORPORATION LIMITED Annual Report 2008 89


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90 SAPPHIRE CORPORATION LIMITED Annual Report 2008


SAPPHIRE CORPORATION LIMITED IMPORTANT
(Incorporated in the Republic of Singapore) 1. For investors who have used their CPF monies to buy the Company’s
shares, this Report is forwarded to them at the request of the CPF
Registration No.198502465W Approved Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be
ineffective for all intents and purposes if used or purported to be used
by them.
PROXY FORM 5. CPF investors who wish to attend the Meeting as an observer must
(Please see notes overleaf before completing this Form) submit their requests through their CPF Approved Nominees within
the timeframe specified. If they also wish to vote, they must submit
their voting instructions to the CPF Approved Nominees within the
timeframe specified to enable them to vote on their behalf.

I/We, ________________________________________________________________________________________ (Name)


of _________________________________________________________________________________________ (Address)
being a member/members of Sapphire Corporation Limited (the “Company”), hereby appoint

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

and/or (delete as appropriate)


Name NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address

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.

No. Resolutions relating to For Against


1 To receive the Directors’ Report and the Audited Accounts for the year
ended 31 December 2008
2 To approve Directors’ Fees for the year ended 31 December 2008
3 (a) To re-elect Mr Goh Hup Jin as a Director
(b) To re-elect Mr Foo Tee Heng as a Director
(c) To re-elect Mr Wei Jian Ping as a Director
4. To re-appoint Dr Tan Eng Liang as a Director pursuant to Section
153(6) of the Companies Act, Cap 50
5 To re-appoint Messrs KPMG LLP as Auditors and to authorize the
Directors to fix their remuneration
6 To authorise Directors to issue shares (General)
7 To transact any other business

Dated this _________ day of ____________ 2009

Total number of shares in: No. of Shares


(a) CDP Register

(b) Register of Members


_______________________________________________
Signature(s) of Member(s)/Common Seal

IMPORTANT: Please read notes overleaf


Notes:-

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the
Depository Register (as defined in Section 130A of the 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

123 Genting Lane


#07-02 Yenom Industrial Building
Singapore 349574
Tel: 6250 3838 • Fax: 6253 8585
url: http://www.sapphirecorp.com.sg
email: info@sapphirecorp.com.sg

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