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TOWARDS
ANNUAL REPORT 2011
GROWTH
This annual report and its contents here has been reviewed by the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGX-ST). The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
We are a one-stop provider of precision plastic injection mould and moulding solutions, focusing on our core competencies in meeting our customers stringent requirements for precision, innovative and aesthetic products.
CONTENTS
2 4 6 7 8 10 12 Corporate Profile Letter to Shareholders Financial Highlights Operations Review Board of Directors Executive Officers Strategic Locations 13 23 64 66 Corporate Governance Report Financial Statements Notice of Annual General Meeting Proxy Form Corporate Information
ANNUAL REPORT 2011
Statistics of Shareholdings
CORPORATE PROFILE
Established in 1993, our Group is a provider of precision plastic injection mould design and fabrication, precision plastic injection moulding and value added services. With our verticallyintegrated product offerings and service, we provide design, fabrication and sale of precision plastic injection moulds (MDF), precision plastic injection molding (PPIM) services and other PPIM-related value added services (Value Added Services) in a one-stop service to global customers in consumer electronics, computer peripherals, automotive and household appliances industries. Headquartered in Singapore, our production facilities are located in Singapore, Malaysia and the Peoples Republic of China (the PRC), and our products are sold to customers in the United States, Singapore, Europe and Malaysia. Listed successfully on 10 July 2009 on Catalist of the SGX-ST, we aim to become the leading provider of choice of precision plastic injection molding solutions. Led by a dedicated and experienced management team, with vertically integrated capabilities supported by our cost-effective manufacturing locations and guided by our core product values of precision, innovation and aesthetics, we are committed to providing high standards of product and quality to our global customers.
double shot injection tools, and we have perfected this technology over many years. Apart from that, we also build complex engineering tools for some of the most stringent customers in the medical and automotive industry. We have a dedicated team of professional program managers and designers who will study our customers needs and part requirements, and go through a thorough DFM (design-formanufacturing) before proceeding with tool fabrication. Our quality motto is to do things right the first time and to avoid unnecessary wastage.
LETTER TO SHAREHOLDERS
Overview of Performance
For the financial year ended 31 December 2011 (FY2011), the Group revenue decreased by 13.1% to $55.6 million compared to the financial year ended 31 December 2010 (FY2010) mainly due to the economic slowdown in the second half of 2011. This was something that we were unable to stay clear from. As a result, the Groups gross profit fell by 13.3% to $8.3 million in FY2011 compared with $9.6 million in FY2010. Since 2010, the Group had implemented various measures with a view of cutting costs in FY2011. The Groups selling & distribution expenses decreased by 6.2%, as compared to FY2010. In addition, the Groups finance expenses decreased by approximately $0.4 million or 47.4% from approximately $0.8 million in FY2010 to $0.4 million in FY2011 mainly due to a reduction of bank borrowings during the financial year and the restructuring of bank facilities at lower interest rate. This was part of the Groups financial planning taken in 2010 for FY2011. The Group was affected by an increase in tax by approximately $0.7 million or 82.8% from approximately $0.9 million in FY2010 to $1.6 million in FY2011. The increase was mainly contributed by higher profits generated from the Groups subsidiary in the Peoples Republic of China (PRC) where tax incentives provided by the tax authority in the PRC expired in FY2010. Consequently, the Group ended the financial year with a profit before tax of $1.7 million in FY2011 compared to $3.8 million in FY2010 while net profit attributable to equity holders is at $0.1 million compared to $2.9 million in FY2010.
JLJ Holdings limited
Appreciation
I thank you, our valued and loyal shareholders, for your continued faith in us and in what we do. I assure you that the Board, the executives and staff will continue to work for you in improving our prospects in financial year ending 31 December 2012 (FY2012). I leave you with a message by Dr Robert H. Schuller which I have shared with the executives, Tough times never last, but tough people do!. I am confident that the executives and staff of the Group will take this in a positive manner, and show their mettle as we sail towards yet another uncertain economic climate in FY2012.
FINANCIAL HIGHLIGHTS
For the year ($000) Revenue Gross Profit Profit before income tax Net profit attributable to equity holders Operating Cashflow
As at 31 December ($000) Total Assets Total Liabilities Total Equity Property, Plant & Equipment Cash and cash equivalents
41.4% 51.2%
48.8%
83.8%
FY2011
FY2010
FY2009
FY2008
FY2007
OPERATIONS REVIEW
Financial Review
For the financial year ended 31 December 2011 (FY2011), Group revenue decreased by 13.1% to $55.6 million while net profit attributable to equity holders of the Company decreased by 95.1% to $0.1 million, as compared to the financial year ended 31 December 2010 (FY2010), mainly due to lower order secured and the general economic slowdown during the second half of the financial year under review. Gross profit fell in tandem with the revenue and decreased by 13.3% to $8.3 million in FY2011 compared with $9.6 million in FY2010. Gross profit margin of 14.9% in FY2011 remained relatively stable as compared to 15.0% in FY2010. The Groups decrease in selling & distribution expenses was in line with the Groups revenue and decreased by 6.2% against the preceding financial year. The Groups other expenses increased by approximately $0.9 million or 151.9% from $0.6 million in FY2010 to $1.5 million in FY2011. The increase was mainly due to the increase in foreign exchange loss due the weakening USD and the allowance for impairment loss on trade receivables of $0.4 million. The Groups finance expenses decreased by approximately $0.4 million or 47.4% from approximately $0.8 million in FY2010 to $0.4 million in FY2011 mainly due to a reduction of bank borrowings during the financial year and the restructuring of bank facilities at lower interest rate. The Groups tax expense increased by approximately $0.7 million or 82.8% from approximately $0.9 million in FY2010 to $1.6 million in FY2011. The increase was mainly contributed by higher profits generated from the Groups subsidiary in the Peoples Republic of China (PRC) where tax incentives provided by the tax authority in the PRC was no longer in place. Consequently, the Group ended the year with a profit before tax of $1.7 million in FY2011 compared to $3.8 million in FY2010 while net profit attributable to equity holders is at $0.1 million, as compared to $2.9 million in FY2010. The Groups current assets decreased by approximately $6.5 million or 20.7% from $31.5 million as at 31 December 2010 to $25.0 million as at 31 December 2011, mainly due to lower trade and other receivables and inventories. The decrease in trade receivables and inventories were in line with the lower revenue generated in FY2011 towards the end of FY2011 as compared to FY2010. The Group reported positive working capital of $12.1 million as at 31 December 2011 as compared to $8.7 million as at 31 December 2010.
Segment Review
Revenue from the precision injection moulding (PPIM) segment decreased by approximately $6.4 million or 11.9% from approximately $53.7 million in FY2010 to $47.3 million in FY2011 mainly due to lower orders secured. Revenue from the design, fabrication and sale of precision injection moulds (MDF) had also decreased by approximately $2.0 million or 19.5% from approximately $10.4 million in FY2010 to approximately $8.4 million in FY2011, mainly due to the economic slowdown in second half of the financial year. FY2011s product mix composition of MDF to PPIM was 15.0% to 85.0% as compared to 16.2% to 83.8% in FY2010 and this was in line with the Groups strategic direction to focus more on the PPIM segment.
BOARD OF DIRECTORS
MR FOO SAY TUN was appointed as our Independent Non-Executive Chairman on 24 August 2010. On 18 March 2011, Mr Foo was also appointed as Chairman of the Remuneration Committee and a member of Audit and Nominating Committees. Mr Foo is a partner of Messrs Wee, Tay & Lim LLP, where he practices in the Litigation Department, primarily in the areas of civil and commercial litigation. Prior to his current practice, Mr Foo was a litigation lawyer at Messrs David Lim & Partners from 1994 to 1998, and Messrs Lim Seong Chun & Co in Ipoh from 1991 to 1994. He is a member of the Disciplinary Tribunal that presides over cases against lawyers for misconduct under the Legal Profession Act, and has been an instructor with the Board of Legal Education which runs the Postgraduate Practical Law Course since 2003. Mr Foo graduated from the University of East Anglia in England in 1990 with an LLB (Hons) degree and was then admitted to the Bar of England & Wales as a barrister-at-law in 1991. He gained admission as an Advocate & Solicitor of the High Court of Malaya in 1992 and was admitted to the Singapore Bar in 1995. Mr Foos present directorships in other listed companies include Fu Yu Corporation Limited, Qingmei Group Holdings Limited and Sino Techfibre Limited.
MR NG BOON LENG is our CEO and Executive Director, and was appointed to our Board on 9 June 2009. He first joined our Group in 2004. He is responsible for developing and implementing marketing strategies and business future plans and prospects and oversees our Groups business and marketing operations. In addition, Mr Ng is active in building up our Groups reputation and fostering close relationships with the contract manufacturers and OEMs in the PRC market. He has over 20 years of experience in the plastic components industry, of which over 10 years was in a managerial capacity. Prior to joining us, he had over 14 years of managerial and operational experience in the plastic and metal components industry with Emerson Process Management, Apple Computer Inc, Natsteel Electronics Ltd, and Hewlett Packard (S) Pte Ltd. Mr Ng holds a Bachelor of Business in Transport & Logistic Management Degree from the Royal Melbourne Institute of Technology, Australia, as well as a Graduate Diploma in Business Administration from the Singapore Institute of Management.
Mr Pao Kiew Tee was appointed as our Independent Director on 9 June 2009. Mr Pao is the Chairman of the Audit Committee and a member of the Remuneration and Nominating Committees. Mr Pao is a Senior Government Auditor currently holding the position of Senior Group Audit Director, where he is responsible for leading teams in the audit of financial statements and operation audits of Government ministries and statutory boards. Since 1979, he has been a Government Auditor, first as an Audit Senior and rose through the ranks to become Assistant Director, Director and currently Senior Group Audit Director. Prior to joining the Singapore Government, Mr Pao was with an accounting firm in New Zealand between 1977 and 1978. From graduation in 1974 to 1977, Mr Pao worked for the Commercial Bank of Australia in New Zealand. Mr Pao holds a Bachelor of Commerce (Accounting) degree granted by University of Otago, Dunedin, New Zealand in 1974 and a Diploma in Banking granted by New Zealand Institute of Banks in 1977. He is a Chartered Secretary and Administrator of United Kingdom and a fellow of the Institute of Certified Public Accountants of Singapore. He is also currently an Independent Director of Communication Design International Limited and the Honorary Secretary of the Serangoon Gardens Country Club.
Mr Tan Soon Liang was appointed as our Non-Executive Director on 9 June 2009. Mr Tan is a member of the Audit, Remuneration and Nominating Committees. Mr Tan is Managing Director of Ti Investment Holdings Pte Ltd and Ti Ventures Pte Ltd which are both private equity and corporate advisory firm respectively focusing on investing and partnering with entrepreneurial companies across Asia to enhance enterprise value. He is also currently the corporate advisor of Wah Loon Engineering Pte Ltd, a leading M&E engineering company ranked number 1 at 2011 Enterprise 50 Award. Prior to founding Ti, Mr Tan has accumulated experience in the banking and finance industry, particularly in the field of private equity, corporate finance, entrepreneurial finance, strategy advisory and corporate planning. He held senior positions including Head of Business Advisory at BDO Advisory Pte Ltd which he is responsible for origination and execution of pre-IPO, mergers and acquisition and growth advisory mandates and Associate Director at Sirius Venture Consulting Pte Ltd which he was involved in private equity investments and strategy consulting for SMEs. He had also founded T2 Global Pte Ltd and worked as financial consultant at AIA Company Ltd after holding managerial roles at JP Morgan & Co Inc and DBS Bank Group. Mr Tan graduated from Nanyang Technological University with a Bachelor of Business (Honours) Degree majoring in Financial Analysis and obtained a Master of Business Administration Degree from the University of Hull, United Kingdom. Mr Tan is also a CFA charterholder and member of CFA Institute and Singapore Institute of Directors.
EXECUTIVE OFFICERS
Mr Han Yee Yen was appointed as our Chief Financial Officer on 30 November 2010. His responsibilities include the full spectrum of the finance and accounting functions as well as budgeting, forecasting, managing the regional cash flow and treasury function, taxation matters and ensuring compliance of statutory audit requirements for the Group. Mr Han has more than 30 years of experience in accounting and finance fields for various industries and business environment. Prior to joining our Group, he was the Group Financial Controller of a few listed companies. Mr Han is a Fellow of the Institute of Certified Public Accountants of Singapore and holds a Bachelor Degree in Commerce (Accountancy) from Nanyang University of Singapore.
Mr Ng Wee Tong joined us as the Operations Director of EMolding Plastics Industries Pte Ltd (EMold Plastics) in August 2004 and is currently the Singapore Operations Director of our Company since November 2008 and is responsible for managing the day to day operations of the moulding and tool making operations of our Singapore plant, namely EMold Plastics and Jin Li Mould Manufacturing Pte. Ltd. He is also in charge of improving current process flows and effectiveness of project and supply chain management. Prior to joining us, Mr Ng was the Manufacturing Manager at Omni Industries Limited where he was responsible for managing a plant in Malaysia. Prior to that, he was a Product and Tool Designer in Metro Plastics Industry Pte. Ltd. Mr Ng holds a Diploma in Production Engineering (Tool and Mould Design) granted by the German Singapore Institute.
Mr Chee Kum Wah Daniel joined us as the Operations Director of EMold Kunshan in March 2006. Since October 2010, he has been the Malaysia Operations Director of our subsidiary, Jubilee Manufacturing Sdn Bhd. Mr Chee is responsible for managing the moulding and tool making operations and the cost effectiveness of tooling, moulding and assembly processes of our productions in Malaysia. He further takes charge of improving current process flows and effectiveness of project and supply chain management. Prior to joining us, Mr Chee had worked six years in Omni Industries Limited as an Operations Manager, supervising the day to day operations, sales and tool management. He was also responsible for the strategic relocation of the entire mould making operations of Omni Industries Limited from Singapore to Shanghai. Mr Chee also had experience as an Operations and Corporate Project Manager in Lixin Mould Manufacturing Pte Ltd for five years, where his duties included overseeing, planning, organising and managing staff to streamline work processes in the company so as to boost productivity.
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MR NG CHENG HENG joined us as the Operations Director of EMold Manufacturing (Kunshan) Co. Ltd. in November 2010 and is responsible for managing day to day operations of the moulding and tool making operations of our China subsidiary. Mr Ng has more than 20 years of experience in the area of plastic tooling, moulding and assembly. Prior to joining us, Mr Ng was a Regional Director (China Operations) for Eminent Group Pte Ltd for five years where he oversaw the business operations of two China plants. Mr Ng has also spent 10 years as a Sales Development Director with Dynamic Colours Pte Ltd. Mr Ng holds an Advanced Diploma in Plastics Technology from Singapore Polytechnic.
Mr Chan Swee Choon joined us in July 2010 as Business Development Director for the Group. He is responsible for the overall management of strategies in marketing and customer relationship activities that included sales and marketing plans, customer awareness campaigns, providing timely and reliable management information that supports the business strategy, goals and objectives. Other responsibilities include ensuring delivery of top line revenue and profit, developing loyalty from existing customers, attracting new customers and building significant brand equity. Mr Chan has more than 25 years career spans in mould-making and relevant industries. Mr Chan holds a Diploma in Business Efficiency & Productivity (Supervisory Management) granted by National Productivity Board Singapore and a Craftsman Certificate from Economic Development Board Singapore.
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STRATEGIC LOCATION
PRC
Malaysia Singapore
SINGAPORE Headquartered in Singapore, the Group started operations in 1993 in a 100 sqm factory with five employees and five mould fabrication machines. Currently, our facility occupies a factory area of 4,352 sq m with 72 staff and is well equipped with 22 PPIM and 19 MDF machines. Our Singapore headquarters is now our design and technical hub, focusing on complex moulds and niche products requiring superior finishing and higher cosmetic features. Our Malaysia and PRC manufacturing facilities will leverage on these expertise and capabilities to increase our value-add to our customers. MALAYSIA Commenced operations in 2008 with a production facility of 1,083 sq m in Johor Bahru, the plant has since expanded its computer numeric control capabilities with additional machines and is now equipped with 36 PPIM and 61 MDF machines in a 6,047 sq m facility with 250 staff. PRC In year 2003, we expanded our business into the PRC with staff strength of 30 and a production facility of 2,400 sq m. Today, the plant has more than quadrupled its area to 10,624 sq m with 480 staff and is equipped with 109 PPIM and 41 MDF machines.
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The Boards primary role is to protect Shareholders interests and enhance long-term Shareholders value. It sets the overall strategy for the Group and supervises the management. To fulll this role, the Board is responsible for setting the strategic direction for the Group, establishing goals for management and monitoring the achievement of these goals. Apart from its statutory responsibilities, the Boards principal functions include the following: (i) (ii) (iii) (iv) (v) (vi) approving the Groups corporate and strategic directions; approving annual reports, periodic nancial results announcements and accounts; ensuring management leadership of high quality, effectiveness and integrity; approving annual budgets, investment proposals; appointing key personnel; reviewing nancial performance and implementing nancial policies which incorporate risk management, internal controls and reporting compliance; and assuming responsibility for corporate governance framework of the Company.
(vii)
To assist in the execution of its responsibilities, the Board is supported by the Nominating Committee (NC), Remuneration Committee (RC) and Audit Committee (AC) (collectively, the Board Committees). The Board Committees operate within clearly dened terms of reference and functional procedures, which are reviewed from time to time and endorsed by the Board. As at 31 December 2011, the AC, the RC and the NC each comprised entirely of Non-Executive Directors.
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Matters which are specically reserved to the full Board for decision include, inter alia, material investment, acquisitions and disposal of assets, corporate or nancial restructuring, share issuance and dividends.
Name
Mr Foo Say Tun Mr Ng Boon Leng Mr Tan Soon Liang Mr Pao Kiew Tee Mr Chua Kim Guan Mr Khoo Boo Teck Randolph (2)
(1) (2) * **
(1)
Resigned as Director on 1 June 2011. Resigned as Director on 26 April 2011. Attendance by invitation of the Committee. One time attendance by invitation of Committee.
Where appropriate, trainings and updates in relation to the developments in legislation, government policies and regulations affecting the Companys businesses and operations are provided to all Directors on a timely basis. During FY2011, the Directors had received updates on regulatory changes to the Listing Manual Section B: Rules of Catalist of the SGX-ST (the Catalist Rules) and changes to the accounting standards relevant to the Group. All newly appointed Directors will be given an orientation of the Groups business strategies and operations, as well as extensive information about the Companys history, mission and values. Principle 2: Board Composition and Balance
The Board currently has four members, comprising two Independent Directors, one Non-Executive Director and one Executive Director. As at the date of this report, the Board comprises the following members: Mr Mr Mr Mr Foo Say Tun Ng Boon Leng Tan Soon Liang Pao Kiew Tee Non-Executive Chairman and Independent Director Executive Director & Chief Executive Ofcer Non-Executive Director Independent Director
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The Board is of the opinion that its current size and composition is appropriate for decision making, taking into account the scope and nature of the operations of the Group. With two out of four members of the Board being independent, the Company maintains a satisfactory independent element on the Board. The requirement of the Code that at least one third of the Board comprises Independent Directors is satised. The NC is satised that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making.
As part of the Companys continuous effort to strengthen corporate governance, the roles of the Board Chairman and the Chief Executive Ofcer (CEO) are assumed by separate persons. Mr Foo Say Tun, an Independent Director is the Non-Executive Chairman while Mr Ng Boon Leng, an Executive Director, is the CEO. There is a clear separation of the roles and responsibilities of the Chairman and the CEO. This is to ensure appropriate balance of power and authority, accountability and decision making. The Chairman and the CEO are not related to each other. The CEO is responsible for the day-to-day management of the affairs of the Group. He takes a leading role in developing and expanding the businesses of the Group and ensures that the Board is kept updated and informed of the Groups business. The Chairmans responsibilities include: (i) scheduling meetings and leading the Board to ensure its effectiveness and approving the agenda of Board meetings in consultation with the CEO; reviewing key proposals and Board papers before they are presented to the Board and ensuring that Board members are provided with accurate and timely information; ensuring that Board members engage management in constructive debate on various matters including strategic issues and business planning processes; and promoting high standards of corporate governance.
(ii)
(iii)
(iv)
BOARD COMMITTEES Nominating Committee Principle 4: Principle 5: Board Membership Board Performance
As at the date of this report, the NC comprises the following Directors, the majority of whom, including the Chairman are independent: Mr Foo Say Tun Mr Pao Kiew Tee Mr Tan Soon Liang Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
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A director will be considered directly associated to a substantial shareholder when the director is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.
The principal functions of the NC under its written terms of reference include the following: (i) making recommendations to the Board on all Board appointments taking into account the Directors contribution and performance; reviewing the Board structure, size and composition, having regard to the principles of corporate governance under the Code; identifying and nominating candidates for the approval of the Board to ll vacancies in the Board as and when they arise; determining, on an annual basis, whether a Director is independent based on the circumstances set forth in the Code; recommending Directors who are retiring by rotation to be put up for re-election; deciding whether or not a Director is able to carry out and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple board representations; and assessing annually the effectiveness of the Board as a whole and the contribution of each individual Director to the effectiveness of the Board.
(ii)
(iii)
(iv)
(v) (vi)
(vii)
Where a vacancy arises under any circumstances, or where it is considered that the Board could benet from the services of a new director with particular skills, the NC, in consultation with the Board determines the selection criteria and selects candidates with the appropriate expertise and experience for the position. The NC will evaluate the capabilities of the candidates in areas of academic and professional qualications, knowledge and experiences in relation to the business of the Group. None of the Directors is appointed for a xed term. Pursuant to the Companys Articles of Association, all Directors must submit themselves for re-election at the Annual General Meeting (AGM) at least once every three years and all Directors appointed during the year shall retire at the next AGM. Retiring Directors are eligible for re-election. The NC had recommended to the Board that, Mr Pao Kiew Tee who is due for retirement under Article 89 of the Companys Articles of Association, be nominated for re-election at the forthcoming AGM. In making the recommendation, the NC had considered the Directors overall contributions and performance. The NC is also responsible for determining annually, the independence of Directors. In its annual review, the NC, having considered the guidelines set out in the Code, is of the view that Mr Foo Say Tun and Mr Pao Kiew Tee, are independent. The NC has an annual Board performance evaluation to assess the effectiveness of the Board as a whole and a self-assessment and peer-assessment evaluation to assess the contribution of each Director to the effective functioning of the Board by having each Director complete a questionnaire each in respect of himself and his peers. The ndings are analysed and discussed with a view to implement any recommendation(s) to enhance the effectiveness of the Board.
JLJ HOLDINGS LIMITED
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The Company recognises the importance of continual dissemination of relevant information which is explicit, accurate, timely and vital to the Board in carrying out its duties. As such, the Board expects the management to report the Companys progress and drawbacks in meeting its strategic business objectives or nancial targets and other information relevant to the strategic issues encountered by the Company in a timely and accurate manner. In exercising its duties, the Board has unrestricted access to the Companys management, Company Secretary and the external auditors. The Company Secretary attends all Board meetings and ensures that all Board procedures are followed. The Company Secretary also ensures that the Company complies with the requirements of the Companies Act Chapter 50 of Singapore (the Companies Act) and the Catalist Rules. Each Director has the right to seek independent legal and other professional advice as and when necessary to enable him to discharge his responsibilities effectively, the cost of such professional advice will be borne by the Company.
Remuneration Committee Principle 7: Principle 8: Principle 9: Procedures for Developing Remuneration Policies Level and Mix of Remuneration Disclosure on Remuneration
As at the date of this report, the RC comprises entirely Non-Executive Directors, two of whom including the Chairman, are independent:Mr Foo Say Tun Mr Pao Kiew Tee Mr Tan Soon Liang Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
ANNUAL REPORT 2011
The role of the RC is to review and recommend to the Board a framework of remuneration of the Board and key executives of the Group, including but not limited to directors fees, salaries, allowances, bonuses, share options and benets-in-kind. The RCs recommendations are submitted for endorsement by the Board. The Directors are not involved in the discussion and in deciding their own remuneration. The Executive Director does not receive directors fee. The remuneration package adopted for the Executive Director is as per service contract entered into between the Executive Director and the Company. The remuneration for the Executive Director consists of a xed amount in cash and an annual variable incentive. The annual variable incentive is payable on the achievement of individual and corporate performance targets.
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Directors Fees %
Salary %
Total %
$250,000 to $499,999 Chua Kim Guan (resigned on 1/6/2011) Below $250,000 Ng Boon Leng
1 1 1 1
100
100
100
Tan Soon Liang Pao Kiew Tee Khoo Boo Teck Randolph (resigned on 26/4/2011) Foo Say Tun
Key Executives The Companys staff remuneration policy is based on the individuals rank and role, his individual performance, the Companys performance and industry benchmarks gathered from companies in comparable industries.
JLJ HOLDINGS LIMITED
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Salary %
Total %
Below $250,000 Han Yee Yen Ng Wee Tong Chee Kum Wah Daniel Ng Cheng Heng Chan Swee Choon 100 100 100 91 100 0 0 0 9 0 100 100 100 100 100
There was no immediate family member of a Director or CEO in employment with the Company whose remuneration exceeds $150,000 during FY2011. The Company did not have any employee share option scheme or share award scheme for FY2011. Audit Committee Principle 10: Accountability
The Board is accountable to the Shareholders while the management is accountable to Board. The management of the Company provides the Board with balanced and easily understood management accounts of the Companys performance, position and prospects on a regular basis. Shareholders are provided with detailed analysis, explanation and assessment of the Groups nancial position and prospects through the Companys annual reports and public announcements of nancial results on a half yearly basis and the disclosure of other relevant information of the Company on SGXNET. Principle 11: Audit Committee
As at the date of this report, the AC comprises all Non-Executive Directors, of whom all are independent except for Mr Tan Soon Liang: Mr Pao Kiew Tee Mr Tan Soon Liang Mr Foo Say Tun Independent Director Non-Executive Director Independent Director (Chairman) (Member) (Member)
ANNUAL REPORT 2011
The AC carried out its functions in accordance with Section 201B (5) of the Companies Act. In performing those functions, the AC carried out the following: (a) reviewing the scope and results of the audit undertaken by the external auditors to ensure that there is a balance between the maintenance of their objectivity and cost effectiveness; reviewing the internal audit plans, the scope and results of internal audit procedures with the internal auditor;
(b)
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(d)
(e)
The AC also has explicit authority to investigate any matters within its terms of reference, full access to and cooperation by the management and has full discretion to invite any Director or executive ofcer to attend its meetings. In performing its functions, the AC meets the external auditors and internal auditors, without the presence of the management, at least once a year to review the overall scope and results of both internal and external audits, and the assistance given by the management to the auditors. The AC has reasonable resources to enable it to discharge its function properly. The AC is satised with the independence and objectivity of the external auditors and has recommended to the Board that Nexia TS Public Accounting Corporation, be nominated for re-appointment as external auditors at the forthcoming AGM of the Company. The Company is in compliance with Rules 712 and 715 in relation to its external auditors. Principle 12: Principle 13: Internal Controls Internal Audit
The internal audit function of the Company has been outsourced to an independent accounting and auditing rm, RSM Ethos Pte Ltd. The internal auditors report to the AC on audit matters and also to the Chief Financial Ofcer for administrative matters. The internal audit plan is approved by the AC and the results of the audit ndings are submitted to the AC for its review in its meeting. The internal and external auditors have conducted an annual review in accordance with their audit plans, of the effectiveness of the Companys material internal controls, including nancial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements were reported to the AC. The AC, together with the Board, has also reviewed the effectiveness of the actions taken by management on the recommendations made by the internal and external auditors in this respect. The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintained by the management that was in place throughout the nancial year under review and up to the date of this report, provides reasonable, but not absolute, assurance against material nancial misstatements or losses, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of nancial information, compliance with appropriate legislation, and the identication and containment of business risks. The Board with the concurrence of the AC is satised that the internal audit is adequately resourced and has the appropriate standing within the Group, and that the internal controls is adequate in addressing nancial, operational and compliance risks in the Company.
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The Board is mindful of the obligation to provide regular, effective and fair communication with the Shareholders. Information is communicated to the Shareholders on a timely basis. The Companys Annual Report is sent to all Shareholders and is available to other investors on request and is accessible at the Companys website. The Board welcomes the views of Shareholders on matters affecting the Company, whether at Shareholders meetings or on an ad-hoc basis. Shareholders are informed of Shareholders meetings through notices published in the newspapers and reports and/or circulars sent to all Shareholders. Each item of special business included in the notice of the meeting is accompanied by an explanation for the resolution to be passed. Separate resolutions are proposed for substantially separate issues at the meeting. The Chairmen of the Board Committees will be available at the meeting to answer questions relating to the work of the Board Committees. The external auditors will also be present to assist the Directors in addressing any relevant queries by Shareholders. The Articles of Association of the Company allow members of the Company to appoint not more than two proxies to attend and vote on their behalf. The Company ensures that there are separate resolutions at general meetings on each distinct issue.
ANNUAL REPORT 2011
Risk Management The Group does not have a Risk Management Committee. However, the management regularly reviews the Companys business and operational activities to identify areas of signicant business risks as well as appropriate measures to control and mitigate these risks. The management reviews all signicant control policies and procedures and highlights all signicant matters to the Board and the AC. [The details of the Groups nancial and business risks can be found on pages 52 to 62 of this Annual Report.]
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MATERIAL CONTRACTS There were no material contracts of the Company or its subsidiaries involving the interests of any Director or controlling shareholders which are either still subsisting as at 31 December 2011 or if not then subsisting, entered into since the end of the previous nancial year.
NON-SPONSOR FEES During FY2011, non-sponsor fees paid to the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd., amounted to $5,000.
AUDIT/NON-AUDIT FEES Audit fees for FY2010 amounted $77,500 was paid to Nexia TS Public Accounting Corporation for the provision of statutory audit services to the Group. There were no non-audit services provided by Nexia TS Public Accounting Corporation for the nancial year under review.
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Directors Report
For the nancial year ended 31 December 2011 The directors present their report to the members together with the audited nancial statements of the Group for the nancial year ended 31 December 2011 and the balance sheet of the Company as at 31 December 2011.
Directors The directors of the Company in ofce at the date of this report are as follows:
Ng Boon Leng Pao Kiew Tee Tan Soon Liang Foo Say Tun Arrangements to enable directors to acquire shares and debentures Neither at the end of nor at any time during the nancial year was the Company a party to any arrangements whose object was to enable the directors of the Company to acquire benets by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Directors interest in shares or debentures According to the register of directors shareholdings, none of the directors holding ofce at the end of the nancial year had any interest in the shares and debentures of the Company or its related corporation, except as follows: Holdings registered in name of director or nominee At At 31.12.2011 31.12.2010
The Company (No. of ordinary shares) Ng Boon Leng Tan Soon Liang
10,520,370 1,471,026
10,370,370 1,471,026
The directors interests in the ordinary shares of the Company as at 21 January 2012 were the same as those as at 31 December 2011.
Directors contractual benets Since the end of the previous nancial year, no director has received or become entitled to receive a benet by reason of a contract made by the Company or a related corporation with the director or with a rm of which he is a member or with a company in which he has a substantial nancial interest, except as disclosed in the accompanying nancial statements and in this report.
23
Directors Report
For the nancial year ended 31 December 2011 Share options During the nancial year, there were:(i) no options granted by the Company to any person to take up unissued shares of the Company or its subsidiaries; and no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
(ii)
At the end of the nancial year, there were no unissued shares of the Company under option.
Audit Committee (AC) The members of the AC at the end of the nancial year were as follows: Pao Kiew Tee (Chairman) Tan Soon Liang Foo Say Tun As at the date of this report, the AC comprises all non-executive directors, of which all are independent except for Mr Tan Soon Liang. The AC carried out its functions in accordance with Section 201B (5) of the Singapore Companies Act. In performing those functions, the AC carried out the following: Reviewing the scope and the results of audit undertaken by the external auditors to ensure that there is a balance between maintenance of their objectivity and cost effectiveness; Reviewing the internal audit plans, the scope and results of internal audit procedures with the internal auditor; Reviewing with external auditors the effectiveness of the Groups material internal controls, including nancial operational and compliance controls and risk management; Reviewing the nancial statements and other announcements to Shareholders and the SGX-ST, prior to submission to the Board; Conducting investigation into any matter within the ACs scope of responsibility and review any signicant ndings of investigations; Assessing the independence and objectivity of the external auditors; Recommending to the Board on the appointment and re-appointment of external auditors; Reviewing the assistance given by the Companys ofcers to the external auditors; and Reviewing transactions falling within the scope of Chapter 9 of the Catalist Rules.
24
The AC also has explicit authority to investigate any matters within its term of reference, full access to and cooperation by management and full discretion to invite any director or executive ofcer to attend its meetings and reasonable resources to enable it to discharge its functions properly.
Directors Report
For the nancial year ended 31 December 2011 Audit Committee (continued) In performing its functions, the AC meets the external auditors and internal auditors, without the presence of the management, at least once a year to review the overall scope of both internal and external audits, and the assistance given by the management to the auditors. The AC has reasonable resources to enable it to discharge its functions properly. The AC is satised with the independence and objectivity of the external auditor and has recommended to the Board that Nexia TS Public Accounting Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept reappointment.
25
Statement by Directors
For the nancial year ended 31 December 2011 In the opinion of the directors, (a) the balance sheet of the Company and the consolidated nancial statements of the Group as set out on pages 28 to 63 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2011 and of the results of the business, changes in equity and cash ows of the Group for the nancial year then ended; and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
(b)
26
27
Balance Sheets
As at 31 December 2011 Group Note ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets 2011 $ 2010 $ Company 2011 2010 $ $
4 5 6 7
Non-current assets Investments in subsidiaries Property, plant and equipment Intangible assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Current income tax liabilities
8 9 10
11 12
286,964 286,964
Non-current liabilities Borrowings Deferred income tax liabilities Total liabilities NET ASSETS EQUITY Capital and reserves attributable to equity holders of the Company Share capital Currency translation reserves Statutory reserve Retained prots/(accumulated losses) Total equity
JLJ HOLDINGS LIMITED
12 14
237,986 23,638,355
286,964 23,905,935
15 16
24,711,184 24,711,184 (1,127,836) (2,115,624) 933,621 115,597 1,747,961 3,004,288 26,264,930 25,715,445
Revenue Cost of sales Gross prot Other income Expenses - Selling and distribution - Administrative - Other operating - Finance Prot before income tax Income tax expenses Net prot attributable to equity holders of the Company Other comprehensive income/(loss), net of tax: Currency translation differences arising from consolidation Total comprehensive income attributable to equity holders of the Company Earnings per share attributable to equity holders of the Company (cents per share) Basic/diluted
17
55,649,381 64,045,554 (47,347,723) (54,466,849) 8,301,658 9,578,705 706,905 (576,469) (4,736,140) (1,514,584) (443,479) 1,737,891 (1,595,503) 142,388 840,704 (614,883) (4,598,337) (601,167) (843,280) 3,761,742 (872,898) 2,888,844
18
21 22
987,788 1,130,176
(1,489,503) 1,399,341
23
0.12
2.34
Note
2011 Beginning of nancial year Dividend relating to 2010 paid Transfer to statutory reserve Total comprehensive income for the nancial year End of nancial year 2010 Beginning of nancial year Dividend relating to 2009 paid Transfer to statutory reserve Total comprehensive income/ (loss) for the nancial year End of nancial year *
24
24,711,184 24,711,184
24
24,711,184 24,711,184
115,597 115,597
Cash ows from operating activities Net prot Adjustment for Income tax expense Amortisation and depreciation (Gain)/loss on disposal of property, plant and equipment Interest income Interest expense Unrealised currency translation losses/(gains) Operating cash ow before working capital changes Changes in working capital Trade and other receivables Inventories Other current assets Trade and other payables Cash generated from operations Interest received Income tax paid Cash ows provided by operating activities Cash ows from investing activities Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash ows from nancing activities Proceeds from borrowings Repayment of borrowings Repayment of nance lease liabilities Interest paid Dividend paid to equity holders of the Company Short-term bank deposits pledged Net cash used in nancing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of nancial year Effect of currency translation on cash and cash equivalents Cash and cash equivalents at end of nancial year
142,388
2,888,844
6,091,394 10,795,068 (11,489,706) (10,502,987) (1,487,738) (1,501,386) (443,479) (843,280) (580,691) (74,130) (1,665,172) (1,411) (9,575,392) (2,128,126) (838,061) 6,618,859 196,259 5,977,057 1,017,149
ANNUAL REPORT 2011
1.
Corporate Information JLJ Holdings Limited (the Company) is listed on the Singapore Exchange Securities Trading Limited (SGX-ST) and incorporated and domiciled in Singapore. The address of its registered ofce is at 2, Woodlands Sector 1, #01-35 Woodlands Spectrum 1, Singapore 738068. The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are disclosed in Note 8. The Companys immediate and ultimate controlling party is Mr Chua Kim Guan.
2.
Signicant Accounting Policies 2.1 Basis of Preparation These nancial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The nancial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below. The preparation of nancial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signicant to the nancial statements are disclosed in Note 3. Interpretations and amendments to published standards effective in 2011 On 1 January 2011, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS) that are mandatory for application from that date. Changes to the Groups accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. The adoption of these new or amended FRS and INT FRS did not result in substantive changes to the Groups and Companys accounting policies and had no material effect on the amounts reported for the current or prior nancial years.
32
2.2
Revenue recognition Sales comprise the fair value of the consideration received or receivable for the sale of goods and revenue from fabrication of moulds and tools in the ordinary course of the Groups activities. Revenue is presented, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group.
33
Please refer to the paragraph Investments in subsidiaries for the accounting policy on investments in subsidiaries in the separate nancial statements of the Company. (b) Transactions with non-controlling interests Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the noncontrolling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.
34
Plant and machinery Motor vehicles Ofce equipment and tools Furniture and electrical ttings Renovations
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in prot or loss when the changes arise. (iv) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benets associated with the item will ow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in prot or loss when incurred. (v) Disposal On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in prot or loss.
35
Borrowing costs Borrowing costs are recognised in prot or loss using the effective interest method.
2.8
Investments in subsidiaries Investments in subsidiaries are carried at cost less accumulated impairment losses in the Companys balance sheet. On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying amounts of the investments are recognised in prot or loss.
36
Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and applicable variable selling expenses. 2.10 Impairment of non-nancial assets Property, plant and equipment Intangible assets Investments in subsidiaries Property, plant and equipment, intangible assets and investment in subsidiaries are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For the purpose of impairment testing of these assets, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash ows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating-units, (CGU), to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in prot or loss. An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in prot or loss.
ANNUAL REPORT 2011
2.11 Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of nancial year which are unpaid. They are classied as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business, if longer). If not, they are presented as non-current liabilities. Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost using the effective interest method.
37
38
39
(ii)
(iii)
2.18 Income taxes Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the nancial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable prot or loss at the time of the transaction. A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred income tax asset is recognised to the extent that it is probable that future taxable prot will be available against which the deductible temporary differences and tax losses can be utilised. Deferred income tax is measured: (i)
JLJ HOLDINGS LIMITED
at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
(ii)
Current and deferred income taxes are recognised as income or expense in prot or loss. 40
41
Cash and Cash Equivalents Group 2011 $ Cash at bank and on hand Short-term bank deposits 3,697,530 5,079,103 8,776,633 2010 $ 7,601,610 527,831 8,129,441 Company 2011 2010 $ $ 8,970 8,970 156,987 156,987
42
Bank deposits are pledged in relation to the security granted for certain borrowings (Note 12).
Trade and Other Receivables Group 2011 $ Trade receivables non-related parties Less: Allowance for impairment of receivables non-related parties Trade receivables net Non-trade amount due from subsidiaries Other receivables 12,276,105 2010 $ 17,512,990 Company 2011 2010 $ $ 2,316,377 4,460 2,320,837 2,490,311 1,063 2,491,374
The non-trade amounts due from subsidiaries are unsecured, interest-free and are repayable on demand.
Inventories Group 2011 $ Raw materials Work-in-progress Finished goods 894,415 1,113,930 1,663,160 3,671,505 2010 $ 1,397,100 1,828,366 1,951,698 5,177,164
The cost of inventories recognised as an expense and included in cost of sales amounts to $24,078,552 (2010: $28,890,165).
43
Investments in Subsidiaries Company 2011 2010 $ $ Equity investment at cost Beginning and end of nancial year Details of subsidiaries are as follows: Percentage of equity hold Name of Companies Country of incorporation Principal activities 2011 % 2010 %
21,510,248
21,510,248
Held by the Company Jin Li Mould Manufacturing Pte Ltd(a) EMoulding Plastics Industries Pte Ltd(a) EMold Holding Pte Ltd(a) Held by subsidiaries Jubilee Manufacturing Sdn Bhd(b) EMold Manufacturing (Kunshan) Co. Ltd(c)
JLJ HOLDINGS LIMITED
Manufacturer and dealer of precision plastic and metal mould Manufacturer and dealer of precision plastic Investment holding
Manufacturer and dealer of precision plastic and metal mould Manufacturer and dealer of precision plastic and metal mould
100 100
100 100
Audited by Nexia TS Public Accounting Corporation, Singapore, a member rm of Nexia International. Audited by SSY Partners Chartered Accountants, Malaysia, a member rm of Nexia International. Audited by Suzhou Jing An Certied Public Accountants Co., Ltd for local statutory purposes. For the purpose of preparing the consolidated nancial statements, nancial statements of EMold Manufacturing (Kunshan) Co. Ltd have been audited by Nexia TS Public Accounting Corporation.
44
Plant and Machinery $ Group 2011 Cost Beginning of nancial year Currency translation differences Additions Disposals End of nancial year
Motor Vehicles $
Total $
Accumulated depreciation Beginning of nancial year 17,609,100 Currency translation differences 242,630 Depreciation charge 3,420,973 Disposals (554,788) End of nancial year 20,717,915 Net book value End of nancial year 2010 Cost Beginning of nancial year Currency translation differences Additions Disposals End of nancial year
12,800,973
33,075
620,559
650,177
1,141,608
15,246,392
5,185,439
44,404,178
15,847,543
111,298
723,908
815,141
1,984,646
19,482,536
45
Accumulated depreciation Beginning of nancial year 14,533,822 Currency translation differences (214,968) Depreciation charge 3,432,775 Disposals (142,529) End of nancial year 17,609,100
2,296,380
20,921,828
2,534 2,534
253 253
2,281
Included within additions to the consolidated nancial statements are ofce equipment and tools acquired under nance lease amounting to $24,780 (2010: Nil). The carrying amounts of plant and machinery, ofce equipment and tools and motor vehicles under nance lease are $2,120,217 (2010: $3,963,787), $22,302 (2010: Nil) and $9,614 (2010; $13,502) respectively at balance sheet date. In 2010, bank borrowings are secured on plant and machinery of the Group with carrying amount of $315,610 (Note 12).
10
Intangible assets Group 2011 $ Computer software licenses Cost Beginning of nancial year Currency translation differences Additions End of nancial year Accumulated amortisation Beginning of nancial year Currency translation differences Amortisation charge End of nancial year Net book value 2010 $ Company 2011 2010 $ $
6,605 6,605
6,605 6,605
46
12
Borrowings Group 2011 $ Current Bank overdrafts (Note 4) Bank borrowings Finance lease liabilities (Note 13) Bills payable 2010 $
Non-current Bank borrowings Finance lease liabilities (Note 13) Total borrowings
The exposure of the borrowings of the Group to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: Group 2011 $ 6 months or less 6 12 months 1 5 years 3,538,749 376,260 1,258,732 5,173,741 2010 $ 8,908,143 711,878 2,277,464 11,897,485
47
5.0
Due to this breach of the covenant clause, the bank is contractually entitled to request for immediate repayment of the outstanding loan amounts of $2,804,891 as at 31 December 2010. The carrying amount of the bank borrowings of $2,804,891 was presented as current liability as at 31 December 2010. The said bank borrowings have been fully paid during the nancial year 2011.
48
14
Deferred Income Taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same scal authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows: Group 2011 $ Deferred income tax liabilities - To be settled within one year - To be settled after one year 2010 $
Movement in deferred income tax liabilities is as follows: Group 2011 $ Accelerated tax depreciation Beginning of nancial year Credited to prot or loss End of nancial year 2010 $
ANNUAL REPORT 2011
314,616 (314,616)
49
15
Share Capital Number of ordinary shares 2011 2010 Amount 2011 $ 2010 $
123,551,425
123,551,425
24,711,184
24,711,184
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.
16
Statutory Reserve In accordance with the relevant laws and regulations of the Peoples Republic of China (PRC), companies in the PRC are required to set aside general funds by way of appropriation from their statutory net prot, as reported in the PRC statutory nancial statements, at a rate to be determined by the directors of the Group. The directors have decided that 5% to 10% of the statutory net prot, as reported in the statutory nancial statements of the subsidiary in PRC, be appropriated each year to the general reserve funds. The reserve funds may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders.
17
Revenue Group 2011 $ Provision of precision plastic injection moulding services (PPIM) Design, fabrication and sale of precision plastic injection moulds (MDF) 47,285,709 8,363,672 55,649,381 2010 $ 53,658,152 10,387,402 64,045,554
50
The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help business preserve jobs in the economic downturn. The amount an employer can receive depends on the fulllment of certain conditions under the scheme. This Jobs Credit Scheme was ceased in June 2011. 19 Expenses by Nature Group 2011 $ Fees on audit services paid/payable to auditor of the Company - Current year - Under/(over) provision in prior nancial year Fees on audit services paid/payable to other auditors* Fees on non-audit services paid/payable to other auditors* Purchase of inventories Amortisation of intangible assets (Note 10) Depreciation of property, plant and equipment (Note 9) Total amortisation and depreciation Allowance for impairment of trade receivables Employee compensation (Note 20) Freight charges Foreign exchange loss net Rental expenses on operating leases Travelling, transportation and entertainment Utilities Workshop, repair and maintenance Packing materials Professional fees Tax penalty Staff welfare Other expenses Changes in inventories Total cost of sales, selling and distribution costs and administrative expenses
* Includes the network of member rms of Nexia International.
2010 $ 72,000 (20,500) 53,012 18,922 29,148,207 65,180 4,985,872 5,051,052 122,071 15,780,894 1,357,909 479,096 1,101,689 329,698 2,230,948 1,707,010 1,236,576 253,947 1,013,624 603,123 (258,042) 60,281,236
77,000 24,500 44,071 28,888 22,572,893 71,279 4,799,215 4,870,494 352,170 13,685,144 956,461 863,204 1,081,888 327,235 1,895,618 1,547,034 944,133 705,629 290,511 767,526 1,634,858 1,505,659 54,174,916
51
21
Finance Expenses Group 2011 $ Interest expense: Bills payable Factoring of trade receivables without recourse Bank overdrafts Bank borrowings Finance lease liabilities 2010 $
22
Income Taxes Group 2011 $ Tax expenses attributable to prot is made up of: Prot from current nancial year: Current income tax Singapore Foreign Deferred income tax (Note 14) 2010 $
52
Under/(over) provision in prior nancial year Current income tax Deferred income tax (Note 14)
23
Earnings per Share Basic earnings per share is calculated by dividing the net prot attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the nancial year. Group 2011 $ Net prot attributable to equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share Basic earnings per share (cents per share) There are no dilutive potential ordinary shares during the nancial year. 142,388 2010 $ 2,888,844
24
Dividends Group 2011 $ Final dividend paid in respect of the previous nancial year of 0.47 cents (2010: 0.06 cents) per share 580,691 2010 $ 74,130
ANNUAL REPORT 2011
53
Key management compensation includes directors remuneration amounting to $437,429 (2010: $682,287).
26
Commitments The Group leases ofces, warehouses and worksite premises from non-related parties under noncancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows: Group 2011 $ Not later than one year Between two and ve years 1,080,134 637,895 1,718,029 2010 $ 1,060,829 1,557,561 2,618,390
27
Contingent Liabilities (i) Corporate guarantee The Company has issued corporate guarantees to a bank for borrowings of a subsidiary. These bank borrowings amount to $2,583,916 (2010: $1,598,955) at the balance sheet date. (ii) Financial support The Company provided letters of nancial support for certain of its subsidiaries to enable these subsidiaries to operate as going concern and to meet their liabilities as and when they fall due.
54
47,285,709 8,256,572
8,363,672 45,086
55,649,381 8,301,658 706,905 (576,469) (4,736,140) (1,514,584) (443,479) 1,737,891 (1,595,503) 142,388 4,799,215 71,279
53,658,152 8,754,578
10,387,402 824,127
64,045,554 9,578,705 840,704 (614,883) (4,598,337) (601,167) (843,280) 3,761,742 (872,898) 2,888,844 4,985,872 65,180
There is no inter-segments sale. The revenue from external parties reported to the Exco is measured in a manner consistent with that in the consolidated statement of comprehensive income.
55
Revenue of approximately $22,152,644 (2010: $12,820,023) are derived from a single external customer. These revenues are attributable to the United States provision of PPIM and MDF.
29
Financial Risk Management and Instruments The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Groups overall risk management strategy seeks to minimise any adverse effects from the unpredictability of nancial markets on the Groups nancial performance. The Groups principal nancial instruments comprise bank loans and overdrafts, nance leases and cash and short-term bank deposits. The main purpose of these nancial instruments is to raise nancing for the Groups operations. The Group has various other nancial assets and liabilities such as trade and other receivables and trade and other payables, which arise directly from its operations. It is the Groups policy that no trading in derivative nancial instruments shall be undertaken. The overall business strategies of the Group, its tolerance for risk and its general risk management philosophy are determined by the management in accordance with prevailing economic and operating conditions. In determining its risk management policies, the management ensures that an acceptable balance is made between the cost of risks occurring and the cost of managing the risk.
56
178,243
8,776,633
1,120,977 12,035,114 22,431,758 85,683 86,817 1,384,903 43,330,322 770,258 7,877,994 22,431,758 1,867,081 5,173,741 2,637,339 35,483,493
1,514,379
(4,245,714)
(547,948)
(664,107)
7,032,037
(1,800,384)
57
(2,178,486) 7,032,037
826,079
3,324,795
465,331
8,129,441
3,220,847 3,220,847
Net nancial assets/ (liabilities) Add: Net nancial assets/ (liabilities) denominated in respective entities functional currencies Currency exposure of nancial assets/ (liabilities)
(8,182,774) 12,729,482
507,521
(3,254,868)
1,799,361
8,209,776
(507,521)
2,527,324
27,002 12,729,482
(727,544)
The Company does not have signicant exposure to currency risk as it operates only in Singapore. Revenue and expenses are predominantly denominated in Singapore Dollar. If the USD changes against the SGD by 5% (2010: 5%) with all other variables including tax rate being held constant, the effects arising from the net nancial liability/asset position to the net prot and equity of the Group will be as follows: Group 2011 $ USD against SGD Strengthened weakened 2010 $
58
291,830 (291,830)
528,274 (528,274)
2,583,916
1,598,955
The trade receivables of the Group include 4 debtors (2010: 4 debtors) that individually represented 5 - 20% of trade receivables.
ANNUAL REPORT 2011
59
(i)
Financial assets that are neither past due nor impaired Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group.
(ii)
Financial assets that are past due and/or impaired There is no other class of nancial assets that is past due and/or impaired except for trade receivables. The age analysis of trade receivables past due but not impaired is as follows: Group 2011 $ Past due < 3 months Past due 3 to 6 months Past due > 6 months 2,147,802 169,739 42,026 2,359,567 2010 $ 5,554,754 333,413 5,888,167
60
The impaired trade receivables arise mainly from sales to customers which are under dispute or had liquidity problem. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufcient cash to nance the Group and the Companys operations and development activities. The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to nance the Groups business operations and development activities. The Groups objective is to maintain a balance between continuing of funding and exibility through the use of bank borrowings, bills payable, bank overdrafts and nance lease liabilities. The table below analyses the maturity prole of the nancial liabilities of the Group and the Company based on contractual undiscounted cash ows. Less than 1 Between 1 year and 2 years $ $ Group 2011 Trade and other payables Borrowings
2,393,298 2,393,298
61
1,306,697 1,306,697
705,688 705,688
1,092,678 1,092,678
(d)
Capital risk The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. Management monitors capital based on debt-equity ratio. The debt-equity ratio is calculated as total liabilities divided by total equity. Group 2011 $ Total liabilities Total equity Debt-equity ratio 14,136,984 26,264,930 0.54 2010 $ 25,430,261 25,715,445 0.99 Company 2011 2010 $ $ 237,986 23,638,355 0.01 286,964 23,905,935 0.01
The Group and the Company are in compliance with all externally imposed capital requirements for the nancial years ended 31 December 2010 and 2011 except as disclosed in Note 12(c).
JLJ HOLDINGS LIMITED
62
The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in the future periods will not have a material impact on the nancial statements of the Group and of the Company in the period of their initial adoption.
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Statistics of Shareholdings
As at 15 March 2012 Issued and fully paid-up capital Number of shares issued Class of shares Voting rights Number of treasury shares
**
: : : : :
$25,830,249** 123,551,245 shares Ordinary shares One vote per ordinary share Nil
This is based on records kept with the Accounting & Corporate Regulatory Authority (ACRA) and differs from the accounting records of the Company which is $24,711,184 due to certain share issue expenses.
Size of shareholdings 1-999 1,000 - 10,000 10,001 - 1,000,000 1,000,001 and above Total
NM denotes not meaningful.
Name of shareholders Chua Kim Guan Ng Boon Leng Mayban Nominees (S) Pte Ltd Hong Leong Finance Nominees Pte Ltd BNP Paribas Nominees Spore Pte Ltd Tan Soon Liang (Chen Shunliang) Lim Yew Beng Maybank Kim Eng Securities Pte Ltd Phillip Securities Pte Ltd DMG & Partners Securities Pte Ltd Khoo Peng Ang Lee Teck Seng Chua Peng Swee Majed Maruf Ahmad or Ravi Majed Kok Choon Kang Sin Heng Choy Tan Chong Yee Toh Cheng Hong Tan Jui Yak Chan Chong Beng Total :
No. of shares 70,857,997 10,520,370 10,342,000 3,326,000 1,970,000 1,471,026 1,260,000 1,110,000 1,014,000 943,000 750,000 698,000 524,000 500,000 490,000 477,000 476,000 439,000 417,000 395,000 107,980,393
% 57.35 8.51 8.37 2.69 1.59 1.19 1.02 0.90 0.82 0.76 0.61 0.56 0.42 0.40 0.40 0.39 0.39 0.36 0.34 0.32 87.39
14 15 16 17 18 19 20
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Statistics of Shareholdings
As at 15 March 2012 Based on the information available to the Company as at 15 March 2012, approximately 25.66% of the issued ordinary shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited has been complied with.
SUBSTANTIAL SHAREHOLDERS (as recorded in the Registrar of Substantial Shareholders) Direct Interest SUBSTANTIAL SHAREHOLDERS Chua Kim Guan(1) Ng Boon Leng
Note: (1) Mr. Chua Kim Guan is deemed to be interested in 9,000,000 shares registered in the name of Mayban Nominees (S) Pte Ltd.
57.35 8.51
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As Ordinary Business 1. To receive and adopt the Audited Financial Statements of the Company for the nancial year ended 31 December 2011 together with the Directors Report and the Auditors Report thereon. (Resolution 1) To approve the sum of Directors fees of $123,333 for the nancial year ended 31 December 2011. (Financial year ended 31 December 2010: $88,333) (Resolution 2) To re-elect Mr Pao Kiew Tee, who is retiring by rotation in accordance with Article 89 of the Companys Articles of Association, as Director of the Company. [See Explanatory note (i)] (Resolution 3) To re-appoint Messrs Nexia TS Public Accounting Corporation as auditors of the Company and to authorise the Directors to x their remuneration. (Resolution 4) To transact any other business which may properly be transacted at an annual general meeting.
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As Special Business To consider and, if thought t, to pass the following resolutions as Ordinary Resolutions, with or without modications:6. Authority to allot and issue shares in the capital of the Company That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the Act) and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (SGX-ST) (Catalist Rules) and the Articles of Association of the Company, authority be and is hereby given to the directors of the Company to:(a) (i) allot and issue shares in the capital of the Company (the Shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements, or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,
(ii)
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 t; and
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(2)
In exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGXST), all applicable legal requirements under the Act, and otherwise, the Memorandum and Articles of Association for the time being of the Company; Unless previously revoked or varied by the Company in general meeting, such 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 [See Explanatory Note (ii)] (Resolution 5)
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(ii)
Notes:1. A member of the Company shall not be entitled to appoint more than two proxies to attend and vote at the AGM on his behalf. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company. The instrument appointing a proxy shall, in the case of an individual, be signed by the appointor or his attorney, and in case of a corporation, shall be either under the common seal or signed by its attorney or an ofcer on behalf of the corporation. The instrument appointing a proxy or proxies, duly executed, must be deposited at the registered ofce of the Company at No. 2 Woodlands Sector 1, #01-35 Woodlands Spectrum 1, Singapore 738068 not less than forty-eight hours before the time appointed for the holding of the AGM.
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IMPORTANT 1. For investors who have used their CPF monies to buy shares of the Company, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF investors who wish to vote should contact their CPF Approved Nominee.
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of being a member/members of JLJ HOLDINGS LIMITED (the Company), hereby appoint Name Address NRIC/Passport Number Proportion of Shareholdings (%)
and/or (delete as appropriate) Name Address NRIC/Passport Number Proportion of Shareholdings (%)
as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalf and, if necessary to demand a poll, at the Annual General Meeting (AGM) of the Company to be held at No. 2 Woodlands Sector 1, #01-35 Woodlands Spectrum 1, Singapore 738068 on Thursday, 26 April 2012 at 9.30 a.m. and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the AGM as indicated hereunder. If no specic directions as to voting is given or in the event of any item arising not summarised below, the *proxy/proxies will vote or abstain from voting at *his/their discretion. No. 1 2 3 4 5
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Ordinary Resolutions Adoption of the Companys Audited Financial Statements, Directors Report and Auditors Report for the nancial year ended 31 December 2011 Approval of the payment of Directors fees of $123,333 for the nancial year ended 31 December 2011 Re-election of Mr Pao Kiew Tee as Director of the Company Re-appointment of Nexia TS Public Accounting Corporation as auditors of the Company and to authorise the Directors to x their remuneration General authority to allot and issue shares in the capital of the Company
Please indicate your vote For or Against with a tick () within the box provided.
For*
Against*
Dated this
day of
2012. Shares in : No. of shares (a) Depository Register (b) Register of Members
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 dened in Section 130A of the Companies Act, Cap. 50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you. A member of the Company entitled to attend and vote at a AGM of the Company shall not be entitled to appoint more than two proxies to attend and vote on his behalf. Such proxy need not be a member of the Company. Where a member appoints more than one proxy, the proportion of his/her shareholdings concerned to be represented by each proxy shall be specied in the form of proxy, failing which the nomination shall be deemed to be alternative. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certied copy thereof) must be deposited at the Companys registered ofce at No. 2 Woodlands Sector 1, #01-35 Woodlands Spectrum 1, Singapore 738068, not less than forty-eight (48) hours before the time of the AGM. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its Common Seal or under the hand of its attorney or a duly authorised ofcer. Where an instrument appointing a proxy is signed on behalf of a member by an attorney, the letter or power of attorney or a duly certied copy thereof shall (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument of proxy may be treated as invalid. A corporation which is a member may by resolution of its directors or other governing body authorise such person as it thinks t to act as its representative at the AGM. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specied in the instrument appointing a proxy or proxies. In addition, in the case of a member whose shares are entered against his/her name in the Depository Register, the Company may reject any instrument of proxy lodged if such member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register 48 hours before the time appointed for holding the AGM, as certied by The Central Depository (Pte) Limited to the Company.
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CORPORATE INFORMATION
JLJ HOLDINGS LIMITED
Company Registration No. 200904797H
Board of Directors Foo Say Tun Non-Executive Chairman and Independent Director Ng Boon Leng Chief Executive Officer Tan Soon Liang Non-Executive Director Pao Kiew Tee Independent Director Audit ComMittee Pao Kiew Tee Chairman Foo Say Tun Tan Soon Liang Remuneration ComMittee Foo Say Tun Chairman Pao Kiew Tee Tan Soon Liang Nominating ComMittee Foo Say Tun Chairman Pao Kiew Tee Tan Soon Liang Company Secretary Sharon Yeoh Registered Office No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 Tel: (65) 6483 3520 Fax: (65) 6752 7342 Website: www.JLJ-Holdings.com
Sponsor PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 Auditors Nexia TS Public Accounting Corporation 100 Beach Road #30-00 Shaw Tower Singapore 189702 Director-in-Charge: Kristin Kim (Appointed since financial year ended 31 December 2011) Share Registrar B.A.C.S. Private Limited 63 Cantonment Road Singapore 089758 Tel: (65) 6593 4848 Fax: (65) 6593 4847 Email: main@bacs.com.sg PRINCIPAL BANKERS United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624 Standard Chartered Bank 6 Battery Road Singapore 049909
No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 Tel: (65) 6483 3520 Fax: (65) 6752 7342