Professional Documents
Culture Documents
ANNUAL
REPORT
2014
Seizing Opportunities
Corporate Information
BOARD OF DIRECTORS
Mr Ting Teck Jin
Executive Chairman and Chief Executive Officer
Mr Lim Poh Boon
Non-Executive and Independent Director
Contents
Corporate Profile
01
Chairmans Statement
02
04
Financial Highlights
06
Board of Directors
08
Executive Officers
10
Corporate Structure
12
13
Directors Report
32
Statement by Directors
37
E info@EMSenergy.com.sg
W www.EMSenergy.com.sg
38
Consolidated Statement of
Comprehensive Income
40
Balance Sheets
41
43
44
Analysis of Shareholdings
104
106
Proxy Form
This annual report has been prepared by the Company and its contents have been reviewed by the Companys sponsor, PrimePartners Corporate Finance
Pte. Ltd. (the Sponsor), for compliance with the Singapore Exchange Securities Trading Limited (the SGX-ST) Listing Manual Section B: Rules of
Catalist. The Sponsor has not verified the contents of this annual report.
This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this
annual report, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this
annual report.
The contact person for the Sponsor is Mr Thomas Lam, Associate Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffles,
Singapore 049318, telephone (65) 6229 8088.
Corporate Profile
API Specification Q1
API Specification 4F for Substructures at PSL 1 (refers to Drilling and Well Servicing Structures)
EMS Energy now serves customers across China, Europe, India, Indonesia, Malaysia, Russia, Singapore,
South Africa, Thailand, United Arab Emirates, United States and Vietnam.
With its established track record, experience, expertise and vast network, EMS Energy is well positioned to
be a leading global engineering solutions provider.
01
Chairmans Statement
These actions set
the stage for the
transformation of
EMS Energy to deliver
large-scale projects as we
move up the value chain to
become an integrated O&M
services player.
Dear Shareholders,
On behalf of my fellow Board of Directors, I present to
you the Annual Report for the Financial Year ended 31
December 2014 (FY2014).
The steep fall in crude oil prices have resulted in financial
and economic uncertainty worldwide and led to delays
and margin pressure in the offshore and marine (O&M)
sector. Compounding the situation, the restrictions on
foreign workers have led to a labour shortage which
has been particularly felt among Singapore-based
O&M players. Our performance in FY2014 has to be
seen against this set of exceptional challenges. At the
same time the year under review is also notable for
major strategic actions being executed, not least the
commencement of construction activity for our new
waterfront facility in Tuas, Singapore. These actions set
the stage for the transformation of EMS Energy to deliver
large-scale projects as we move up the value chain to
become an integrated O&M services player.
FY2014 IN REVIEW
During FY2014 the Group executed its growth strategy
announced in November 2013 that seeks to increase
the size and value of orders, improve profit margins as
well as to improve internal efficiencies within the Group.
FY2014 saw some indication that our strategic thrusts
are gaining traction. We have implemented policies to
strengthen our core team and also built momentum in
securing larger orders.
Subsequent to the financial year-end, we won a second
contract for a Derrick Equipment Set (DES) from our
major shareholder Koastal Industries Pte Ltd (Koastal).
The DES will be manufactured and delivered in
accordance to the American Petroleum Institute (API)
quality standards that we have attained since February
2011, which ensures that our products and services are
of the highest quality. The repeat order underscores the
Groups capabilities and ability to deliver even amidst a
challenging operating environment.
Despite the challenging operating environment, the
Group reported a net profit attributable to equity holders
of the Company of S$0.83 million in FY2014.
Earnings per share, on a fully diluted basis, was 0.08
Singapore cent while net asset value per share stood at
2.54 Singapore cents as at 31 December 2014.
02
OUTLOOK
In view of the tough operating conditions in Singapore
as outlined earlier, the Group intends to build on its
supply chain capability and sub-contract some activities
to lower-cost locations.
The second DES contract from Koastal secured in
February 2015, has lifted our order book to approximately
S$67 million as I write this message. We are reasonably
confident of securing a third DES contract either from
Koastal or from a third-party in FY2015. This pipeline will
build momentum in our efforts to increase the size and
type of orders (larger projects) even though we realise
APPRECIATION
The Board of Directors would like to take this opportunity
to record our sincere thanks to our customers, business
partners, shareholders and other stakeholders for their
continued support and trust in this challenging year. We
would also like to extend our appreciation and gratitude
to the management and employees of the Group for
their leadership, contribution and commitment to the
success of the Group.
03
04
05
06
Financial Highlights
Revenue
(S$000)
Gross Profit
(S$000)
Net Profit
(S$000)
48,807
3,978
18,689
3,616 738
825
2013
2014
21,115
4,179
6,115
359
2012
2013
2014
2012
2013
(19,938)
2012
2014
Continuing Operations
Discontinued Operations
As at 31 December 2014
FY2012
FY2013
FY2014
49,577
38,317
76,604
35,136
16,604
39,004
14,441
21,713
37,600
0.52
0.27
0.1
Gearing Ratio
(a)
(a)
FY2013
FY2014
Continuing
Operations
Discontinued
Operations
Continuing
Operations
Discontinued
Operations
Continuing
Operations
Discontinued
Operations
(3.48)
0.66
0.40
0.09
0.08
1,073,236,829
2.93
2.54
600,354,802
740,354,802
1,480,709,604
07
Board of Directors
Mr Ting, 47, joined the Board on 6 December 2006 as Executive Chairman and assumed
the role of Chief Executive Officer on 19 June 2007. He was last re-elected in April 2012.
Mr Ting is responsible for the strategic corporate direction and development of the
Group. He also oversees business development and operations in his role as Director
of EMS Energy Solutions Pte Ltd. Mr Ting is also Managing Director of Koastal Industries
Pte Ltd, a Singapore-based group dealing in trading and marine projects in the region,
with a network of offices in Vietnam including a subsidiary Koastal Eco Industries Co
Ltd (in Vietnam) where he is Chairman.
Mr Ting has some 20 years experience in the offshore and marine engineering
industry. He spent a few years in Keppel Group shipyard operations in Singapore and
Vietnam before founding Koastal Industries Pte Ltd in 1997. An engineer by training,
Mr Ting holds a Bachelor of Engineering in Marine Technology (First Class Honours)
degree from Newcastle University, United Kingdom.
Mr Lim, 61, joined the Board on 1 June 2007 as Non-Executive and Non-Independent
Director, and was re-designated as Independent Director since FY2012. He was last
re-elected in April 2014.
Mr Lim is active in many consultancy corporate finance projects and also operates a
financial payment service business in Malaysia and Hong Kong. He has more than 30
years experience in operations as well as compliance and risk management in various
business sectors.
08
Mr Ung, 75, joined the Board on 31 August 2007 as a Non-Executive and Independent
Director. He was last re-elected in April 2014. Mr Ung is currently a director of a
U.S.-Singapore joint venture law firm, Duane Morris & Selvam LLP, specialising in the
practice of Intellectual Property.
Prior to taking up law, Mr Ung started his career with key positions at Nanyang Siang Pau,
Singapore Press Holdings and the Hong Kong Sing Tao Newspaper Group. He is the Vice
President of the Singapore-China Friendship Association, the Aw Boon Haw Foundation
(PRC), and Tan Kah Kee Foundation where he is also the Legal Advisor. Mr Ung is also
currently an Independent Director of SGX-listed Informatics Education Ltd.
Mr Ung holds a Bachelor of Arts in Economics degree from the National University of
Singapore, a Common Professional Examination in Law from the UK, a graduate Diploma
in Singapore Law from the National University of Singapore and a Master of Law from the
City University of Hong Kong.
Mr Lim, 64, joined the Board on 1 June 2008 as a Non-Executive and Independent
Director. He was last re-elected in April 2013.
Mr Lim is presently a director of the Shangyew Public Accounting Corporation where he
is responsible for audit, tax, liquidation, consulting and accounting matters undertaken
by the corporation and has over 30 years of experience in the related fields.
09
Executive Officers
TING TECK JIN
Executive Chairman and Chief Executive Officer
EMS Energy Limited
PATSY MAH
Chief Financial Officer
EMS Energy Limited
10
11
Corporate Structure
EMS Energy
Solutions Pte Ltd
100%
EMS Energy
Services
Sdn Bhd
100%
EMS Offshore
Pte Ltd
100%
DSX Systems
Pte Ltd
100%
Oilfield
Services &
Supplies Pte Ltd
20%
12
A.
BOARD MATTERS
providing entrepreneurial leadership, setting strategic objectives and ensuring that the necessary financial
and human resources are in place for the Group to meet its objectives;
2.
setting, reviewing and approving key business goals and strategies, and financial plans and monitoring
the organisational and Managements performance;
3.
establishing a framework of prudent and effective controls which enables risks to be assessed and
managed, including safeguarding of shareholders interests and the companys assets;
4.
reviewing the adequacy and integrity of the Groups internal controls, risk management systems and
financial reporting and compliance;
5.
6.
setting the Groups values and standards (including ethical standards); and
13
ensuring accurate, adequate and timely reporting to, and communication with shareholders such that
obligations to shareholders and other stakeholders are understood and met.
The Board meets regularly, with at least four scheduled meetings within each financial year to review the Groups
key activities, business strategies, funding decisions, financial performance and to approve the release of half
yearly and annual results of the Group. When circumstances require, ad-hoc meetings are convened. All Directors
objectively take decisions in the interests of the Group.
The Company has adopted internal guidelines setting forth matters that require Board approval, examples of
which include corporate plans and budgets, material acquisitions and disposals of assets, share issuances,
dividends and other returns to shareholders.
To assist in the execution of its responsibilities, the Board is supported by three board committees; namely the
Nominating Committee (NC), Remuneration Committee (RC) and Audit & Risk Management Committee (AC)
(collectively, the Board Committees). The Directors are also regularly updated on the Groups development via
email correspondence facilitating participation and view sharing. Board meetings are conducted in Singapore
and regularly attended by Directors either in person or via telephone conference if they are unable to attend the
meetings in person. The attendances of the Directors at meetings of the Board and Board Committees, as well
as the frequency of such meetings are disclosed in Table 1 below.
Table 1: Attendance of Directors at Board and Board Committee Meetings
Audit & Risk
Management
Committee
Board
Remuneration
Committee
Nominating
Committee
No. of
No. of
No. of
No. of
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Name
Ting Teck Jin
4^
1^
1^
Attendance by invitation
Upon appointment of each Director, the Company provides a formal letter to such Director, setting out his duties
and obligations upon appointment. The Company has in place an orientation program to ensure that new Directors
are familiar with the Companys business and governance practices, and training for first-time Directors in areas
such as accounting, legal and industry-specific knowledge.
All Directors are updated regularly concerning any changes in company policies, risk management, accounting
standards, relevant new laws, regulations and changing commercial risks. Directors are encouraged to attend, at
the Groups expense, relevant and useful training or seminars conducted by external organisations. New releases
issued by the SGX-ST and Accounting and Corporate Regulatory Authority (ACRA) which are relevant to the
14
leading the Board to ensure effectiveness on all aspects of its role and setting its agenda;
2.
ensuring that the Directors receive accurate, timely and clear information;
3.
4.
encouraging constructive relations within the Board and between the Board and Management;
15
6.
b.
to review and recommend to the Board annually, the Boards structure, size and composition;
c.
to identify and make recommendations to the Board for Directors retirement, re-election and re-nomination
at each AGM of the Company, having regard to each Directors contribution and performance;
d.
e.
to determine the criteria (in particular, taking into account a Directors independence and competing
commitments) to identify candidates and review nominations for the appointment of Directors to the
Board;
f.
g.
to decide how the Boards performance may be evaluated and propose objective performance criteria for
the Boards approval.
In the selection and nomination for new Directors, the NC identifies the key attributes that an incoming Director
should have, based on existing or new requirements of the Group. After endorsement by the Board, the NC taps
on the resources of the Directors personal contacts for recommendations of potential candidates. Executive
recruitment agencies may also be appointed to assist in the search process where necessary. Interviews are then
set up with the shortlisted candidates for the NC to assess them before a decision is made.
New Directors are appointed by way of a board resolution, after the NC has approved their nominations. Such
new Directors submit themselves for re-election at the next AGM of the Company. Pursuant to the Articles of
Association, all Directors are required to submit themselves for re-election at least once every three years.
16
17
ii.
iii.
iv.
v.
vi.
vii.
viii.
Where the performance criteria are deemed necessary to be changed, the onus should be on the Board to justify
this decision.
The NC evaluates the Boards performance as a whole, which takes into consideration the Boards conduct of
meetings, maintenance of independence, board accountability, communication with management, etc. The NC
also assesses the performance of individual Directors based on their attendance record at the meetings of the
Board and Board committees, their quality of participation at meetings as well as any special contributions. The
Chairman acts on the results of the performance evaluation and, where appropriate and in consultation with the
NC, proposes new members be appointed to the Board or seeks the resignation of Directors.
18
B.
REMUNERATION MATTERS
19
to recommend to the Board a framework of remuneration for the Executive Directors of the Group (where
applicable), all aspects of remuneration such as Directors fees, salaries, allowance, bonuses, options,
share-based incentives and awards, and benefits-in-kind and to submit all such recommendations for
endorsement by the entire Board;
b.
to determine the remuneration packages and terms of employment for each Executive Director; and
c.
The RC has access to internal and external expert and/or professional advice on human resource and remuneration
of all Directors, amongst other matters, whenever there is a need for such consultation.
The RC ensures that the levels of remuneration for all Directors are appropriate to attract, retain and motivate
them to run the Group successfully and in this respect, the RC avoids paying more than necessary. In its
deliberations, the RC takes into consideration industry practices, practices of comparable companies and
norms in compensation and employment in addition to the Companys performance and the performance of the
individual Directors. However, any comparisons of practices within the industry and with comparable companies
are done with caution in view of the risk of an upward ratchet of remuneration levels with no corresponding
improvements in performance.
A significant proportion of the Executive Directors remuneration is structured to link rewards to corporate and
individual performance. Therefore the performance of the Executive Director is measured by the achievement of
corporate and individual performance targets. The RC is of the view that such measurements are appropriate and
meaningful. The performance-related elements of remuneration are designed to align interests of the Executive
Director with those of shareholders.
The Executive Director has a service contract with a fixed appointment period that the Remuneration Committee
reviews, in particular its termination provisions. The service contract is not excessively long and does not contain
onerous removal clauses. In the event of early termination, the Executive Director or the Company may terminate
the service agreement by giving to the other party not less than three months notice in writing, or in lieu of notice,
payment of an amount equivalent to three months salary based on the Executive Directors last drawn salary.
Compensation is fair and the RC avoids rewarding poor performance. In the next review of Executive Directors
and key management personnels service contract, the RC will consider using contractual provisions to allow
the Company to reclaim bonuses or other incentive components (such as Performance Shares and/or Options)
of remuneration from the Executive Director and key executives in exceptional circumstances of misstatement
of financial results, or of misconduct resulting in financial loss to the Company.
20
21
Name of Directors
Mr. Ting Teck Jin
Stock-based
remuneration
%
Total %
Remuneration Band
Salary %
Bonus %
Directors'
fee %
S$250,000 to
87.1%
5.6%
7.3%
100%
S$500,000
Mr. Lim Poh Boon
Below S$100,000
94.4%
5.6%
100%
Below S$100,000
94.4%
5.6%
100%
Below S$100,000
94.4%
5.6%
100%
The aggregate total remuneration paid to the Companys Independent Directors (Mr. Lim Poh Boon, Mr. Ung
Gim Sei and Mr. Lim Siong Sheng) is S$135,000. For competitive reasons, the Company is not disclosing each
individual Directors remuneration.
The details of remuneration paid to top 2 key executives (who are not Directors of the Company) of the Group
for FY2014 are set out below:
22
Remuneration Band
Salary
%
Bonus
%
Stock-based
remuneration
%
Total
%
Below S$250,000
98.2%
1.8%
100%
Below S$250,000
98.6%
1.4%
100%
Remuneration amounts are inclusive of salary, bonus, allowances and Central Provident Fund contributions.
The aggregate total remuneration paid to the top 2 key executives (who are not Directors or the CEO) was
approximately S$434,000.
There were no termination, retirement and post-employment benefits that may be granted to directors, the CEO
and the top 2 key executives in FY2014.
C.
23
assessment of the Groups key risks by major business units and risk categories;
b.
identification of specific risk owners who are responsible for the risks identified;
c.
description of the processes and systems in place to identify and assess risks to the business and how
risk information is collected on an ongoing basis;
d.
ongoing gaps in the risk management process such as system limitations in capturing and measuring
risks, as well as action plans to address the gaps;
e.
status and changes in plans undertaken by Management to manage key risks; and
f.
description of the risk monitoring and escalation processes and also systems in place.
24
the changes since the last annual assessment in the nature and extent of significant risks, and the
Companys ability to respond to changes in its business and the external environment;
b.
the scope and quality of Managements ongoing monitoring of risks and of the system of internal controls
and the work of its internal audit function and other providers of assurance;
c.
the extent and frequency of the communication of the results of the monitoring to the AC; and
d.
the incidence of significant internal controls weaknesses that were identified during the financial year.
In order to obtain assurance that the Groups risks are managed adequately and effectively, the Board
had reviewed an overview of the risks which the Group is exposed to, as well as an understanding of what
countermeasures and internal controls are in place to manage them.
25
that the financial records have been properly maintained and the financial statements give a true and
fair view of the Groups operations and finances; and
(b)
regarding the effectiveness of the Groups risk management and internal control systems.
Based on the internal controls established and maintained by the Group, work performed by the internal and
external auditors and reviews performed by Management, various Board Committees and the Board, the AC and
the Board are of the opinion that the Groups internal controls including financial, operational, compliance and
information technology controls as well as the risk management systems, were adequate and effective as at 31
December 2014.
Principle 12: Audit & Risk Management Committee
Mr. Lim Siong Sheng, an Independent Director, is the Chairman of the AC. The AC comprises two other Independent
Directors, Mr. Ung Gim Sei and Mr. Lim Poh Boon. At least two members of the AC have the appropriate accounting
or related financial management expertise and experience. The AC has explicit authority to investigate any matter
within its terms of reference, full access to and co-operation by Management and reasonable resources to enable
it to discharge its functions properly, as well as full access to the Directors and Executives and discretion to invite
any of them to attend its meeting. The Board ensures that the members of the AC are appropriately qualified to
discharge their responsibilities.
The AC holds periodic meetings and reviews primarily the following:
(a)
(b)
(c)
(d)
(e)
the scope and results of the audit procedures and their cost effectiveness;
(f)
the financial statements of the Company and the Group, especially any significant financial reporting
issues and judgments so as to ensure their integrity, before submission to the Board;
(g)
(h)
(i)
(j)
26
(m)
(n)
The AC meetings are also attended by the Executive Director and the external and internal auditors. During this
financial year, the AC has also met up with the external auditors and the internal auditors, without the presence
of Management.
The AC shall commission and review the findings of internal investigations into matters where there is any
suspected fraud or irregularity, failure of internal controls or infringement of any Singapore laws, rules or
regulations which have or are likely to have a material impact on the Groups operating results and/or financial
position. Each member of the AC shall abstain from voting on any resolutions and making any recommendations
and/or participating in any deliberations of the AC in respect of matters in which he is interested.
The AC assesses the independence of the external auditors annually. The aggregate amount of fees paid for the
external auditors of the Group for the financial year ended 31 December 2014 was:
S$000
Audit fees
56
Non-audit fees
15
Total fees
71
The Audit Committee has reviewed the non-audit services rendered by the external auditors for the financial
year ended 31 December 2014 as well as the fees paid, and is satisfied that the independence of the external
auditors have not been impaired.
The AC has recommended Messrs Nexia TS Public Accounting Corporation for re-appointment as auditors of the
Company at the forthcoming AGM.
The Company confirms that it is in compliance with Rules 712 and 715 of the Catalist Rules in relation to its
external auditors.
The Directors of the AC sit on multiple boards (listed public company and private companies) and hence, have
the necessary accounting and financial expertise to deal with the matters that come before them. They will attend
courses and seminars to keep abreast of changes to accounting standards and other issues which may have a
direct impact on financial statements, as and when necessary.
27
D.
28
E.
DEALING IN SECURITIES
The Company has adopted internal codes of conduct pursuant to Rule 1204(19) of the Catalist Rules applicable
to all its officers in relation to dealings in the Companys securities. The Company refers to the Catalist Rules and
is of the opinion that these codes are appropriate. The Company is aware that it, its Directors and its employees
are continuously subject to requirements set out by applicable law. The Company believes that by observing
EMS ENERGY LIMITED ANNUAL REPORT 2014
29
F.
MATERIAL CONTRACTS
In accordance with Rule 1204(8) of the Catalist Rules, there is no material contracts entered into by the Company
or its subsidiaries for the benefit of the Directors or controlling shareholders, either still subsisting at the end of
the financial year, or if not then subsisting, which were entered into since the end of the previous financial year.
G.
The Company has adopted an internal policy in respect of any transaction with interested persons and has set
out the procedures for review and approval of the Companys interested person transactions.
In order to ensure that the Company complies with Chapter 9 of the Catalist Rules on interested person
transactions, the AC meets quarterly to review all interested person transactions of the Company. However, if
the Company enters into an interested person transaction, the AC seeks to ensure compliance with the relevant
rules under Chapter 9 of the Catalist Rules.
The following interested person transactions took place between the Group and interested persons during FY2014:
Koastal Group *
Purchases of materials from
related corporation
Nil
Nil
30,200
Nil
15
Nil
155
Nil
30,372
Aggregate
*
30
Koastal Industries Pte. Ltd. and Koastal Marine Pte. Ltd. are subsidiaries of Koastal Pte. Ltd (Koastal Group). Koastal Industries Pte. Ltd.
is the legal and beneficial owner of 41.26% of the shares in the Company. Mr. Ting Teck Jin, being the controlling shareholder and managing
director of Koastal Group, is deemed to have an indirect interest in the shares of the Company.
Further to the Companys rights issue which was completed on 26 September 2014 and as at 31 December 2014,
the proceeds from the aforesaid have been applied as follows:
Amount allocated
(S$000)
Amount reallocated
(S$000)
Amount utilised
(S$000)
4,397 to 5,863
1,158 (2)
7,021
in Tuas
4,397 to 5,863
(733) (2)
3,664
2,931 to 4,397
3,907
150
65 (3)
14,807
215
14,807
Note 1:
Amount of approximately S$1.72 million, S$1.56 million and S$0.63 million have been utilised for payment of operational costs, staff costs and
reducing the Groups bank overdrafts respectively.
Note 2:
Proceeds of S$0.73 million and S$0.43 million from Category 2 and Category 3 respectively, were reallocated to Category 1.
Note 3:
Proceeds of S$0.065 million from Category 3 were reallocated to Category 4.
I.
NON-SPONSOR FEES
The Continuing Sponsor of the Company was changed from CNP Compliance Pte. Ltd. (CNPC) to
PrimePartners Corporate Finance Pte. Ltd. (PPCF) with effect from 1 July 2014 (Change).
There were no non-sponsor fees paid to CNPC (and its affiliates) and PPCF during the year under review.
31
Directors Report
The directors present their report to the members together with the audited financial statements of the Group
for the financial year ended 31 December 2014 and the balance sheet of the Company as at 31 December 2014.
Directors
The directors of the Company in office at the date of this report are as follows:
Mr Ting Teck Jin
Mr Lim Poh Boon
Mr Lim Siong Sheng
Mr Ung Gim Sei
Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of
shares in, or debentures of, the Company or any other body corporate, other than as disclosed under Share
Scheme in this report.
Directors Interests in Shares or Debentures
(a)
According to the register of directors shareholdings, none of the directors holding office at the end of the
financial year had any interest in the shares or debentures of the Company or its related corporations,
except as follows:
Holdings registered in name of
director or nominee
At 1.1.2014
At 31.12.2014
At 1.1.2014
At 31.12.2014
9,000,000
18,000,000
247,726,275
495,452,550
10,000,000
20,000,000
The Company
(b)
Mr Ting Teck Jins deemed interest is derived through shares held by Koastal Industries Pte Ltd. Koastal
Industries Pte Ltd is substantially owned by Mr Ting Teck Jin.
(c)
Mr Ting Teck Jin, who by virtue of his interest of not less than 20% of the issued capital of the Company,
is deemed to have interests in the share capital of all subsidiaries at the beginning and at the end of the
financial year.
(d)
There were no changes in any of the abovementioned directors interests in ordinary shares of the Company
between the end of the financial year and 21 January 2015.
32
Directors Report
Directors Contractual Benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit
by reason of a contract made by the Company or a related corporation with the director or with a firm of which
he is a member or with a company in which he has a substantial financial interest, except as disclosed in the
accompanying financial statements and in this report.
Share Scheme
The Company has adopted the EMS Energy Employee Share Option Scheme (the Scheme) as well as the EMS
Energy Performance Share Plan (the Plan) at the Extraordinary General Meeting dated 22 August 2009.
Under the Scheme, the following employees shall be eligible to participate:
(a)
full-time employees of the Company and/or its subsidiaries who have attained the age of twenty-one (21)
years on or before the offering date;
(b)
(c)
Persons who qualify under (a), (b) or (c) under the paragraph above and who are also the Companys Controlling
Shareholders can only participate in the Scheme if their participation is approved by independent shareholders
of the Company in separate resolutions for each such person and for each such grant.
Under the Plan, the following employees shall be eligible to participate:
(a)
confirmed full-time employees of the Company and/or its subsidiaries and associated companies who
have attained the age of twenty-one (21) years on or before the offering date; and
(b)
33
Directors Report
Share Scheme (Continued)
During the financial year, the following options have been granted pursuant to the Scheme:
Aggregate
Aggregate
options
options
Options
granted since
exercised since
Aggregate
granted during
commencement
commencement
options
financial year
of scheme
of scheme
outstanding
under review
to end of
to end of
as at end of
Date of
(including
financial year
financial year
financial year
grant
terms)
under review
under review
under review
28.04.2014
10,500,000
10,500,000
10,500,000
Name of participant
Director
24.02.2014
750,000
750,000
750,000
24.02.2014
750,000
750,000
750,000
24.02.2014
750,000
750,000
750,000
Christopher (3)
24.02.2014
3,000,000
3,000,000
3,000,000
24.02.2014
1,500,000
1,500,000
1,500,000
(2)
(2)
Employees
Tay Heng Guan
24.02.2014
1,500,000
1,500,000
1,500,000
24.02.2014
3,000,000
3,000,000
(3)
24.02.2014
1,500,000
1,500,000
24.02.2014
1,500,000
1,500,000
24.02.2014
1,500,000
1,500,000
24.02.2014
1,500,000
1,500,000
27,750,000
27,750,000
18,750,000
(3) (4)
(3) (4)
(1) Pursuant to the shareholders approval obtained at the Companys extraordinary general meeting held on 26 April 2014, the Company had
on 28 April 2014, granted a total of 10,500,000 options at an exercise price of S$0.061 per option at the date of the grant, to Mr. Ting Teck
Jin, an Executive Director and controlling shareholder of the Company. These options are exercisable from 28 April 2015 to 27 April 2024.
The exercise price of these options has been revised to S$0.027 on 1 December 2014 as disclosed in Note (6) below.
As at 31 December 2014, the total 10,500,000 options granted to Mr. Ting Teck Jin still remained outstanding and exercisable into 10,500,000
ordinary shares. The estimated fair value of these options granted as at 31 December 2014 was approximately S$0.005 calculated using
the Binomial Option Pricing Model.
(2) These options, which are exercisable from 24 February 2015 to 23 February 2019, were granted at an exercise price of S$0.069 at the date
of the grant and subsequently revised to S$0.027 on 1 December 2014 as disclosed in (6) below.
As at 31 December 2014, the total 2,250,000 options granted to the Independent Directors still remained outstanding and exercisable into
2,250,000 ordinary shares. The estimated fair value of these options granted as at end of the financial year was approximately S$0.005
per option calculated using the Binomial Option Pricing Model.
(3) On 24 February 2014, a total of 15,000,000 options were granted at an exercise price of S$0.069 per option at the date of grant to employees
who are not Directors, controlling shareholders or their associates. On 1 December 2014, the exercise price of these options has been revised
to S$0.027 as disclosed in (6) below.
34
Directors Report
Share Scheme (Continued)
As at 31 December 2014, out of the total of 15,000,000 options granted, 6,000,000 options still remained outstanding and exercisable into
6,000,000 ordinary shares, 1,500,000 options granted were not accepted and another 7,500,000 options were forfeited upon the resignation
of certain employees. These options are exercisable from 24 February 2015 to 23 February 2024. The estimated fair value of these options
granted as at 31 December 2014 was approximately S$0.0044 per option calculated using the Binomial Option Pricing Model.
(4) The Options granted to Lin Yoon Shiang, Nah Siang Wei, Teh Kok Hwa and Qian Li Jian have been forfeited during the financial year;
(5) The options granted to Chong Hooi San were not accepted.
(6) On 1 December 2014, the Company announced the completion of Rights Issue on 7 October 2014 and pursuant to the rules of the EMS
Employee Share Option Scheme, adjustments had been made to the exercise price of the outstanding Share Options (the Adjustments)
in the following manner:
Exercise Price Before
Adjustments
S$0.069
S$0.069
S$0.061
The Adjustments has been made in accordance with the rules of the Scheme. The Adjustments took effect on 1 December 2014.
(7) No participant other than Mr. Ting Teck Jin, Tay Heng Guan Christopher, Mah Peek Sze Patsy, Wong Hon Cheng, Lin Yoon Shiang, Nah Siang
Wei, Qian Li Jian, Teh Kok Hwa and Chong Hooi San as mentioned above, has received 5% or more of the total options available under the
Scheme.
Saved as disclosed, there were no other options granted during the financial year.
During the financial year, no performance shares have been granted to the directors and employees of the
Company or its subsidiaries.
No shares have been issued during the financial year by virtue of the exercise of options to take up unissued
shares of the Company and its subsidiaries.
There were no unissued shares of the Company and its subsidiaries under option at the end of the financial year.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
Mr Lim Siong Sheng (Chairman)
Mr Lim Poh Boon
Mr Ung Gim Sei
All members of the Audit Committee are independent and non-executive directors.
35
Directors Report
Audit Committee (Continued)
The Audit Committee carried out its functions in accordance with Section 201B (5) of the Singapore Companies
Act. In performing those functions, the Audit Committee reviewed:
the scope and the results of internal audit procedures with the internal auditor;
the audit plan of the Companys independent auditor and any recommendations on internal accounting
controls arising from the statutory audit;
the assistance given by the Companys management to the independent auditor; and
the balance sheet of the Company and the consolidated financial statements of the Group for the
financial year ended 31 December 2014 before their submission to the Board of Directors, as well as
the Independent Auditors Report on the balance sheet of the Company and the consolidated financial
statements of the Group.
The Audit Committee is satisfied with the independence and objectivity of the independent auditor.
The Audit Committee has recommended to the Board that independent auditor, Nexia TS Public Accounting
Corporation, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor
The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept reappointment.
Director
Director
Singapore
18 March 2015
36
Statement by Directors
In the opinion of the directors,
(a)
the balance sheet of the Company and consolidated financial statements of the Group as set out on pages
40 to 103 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 2014 and of the results of the business, changes in equity and cash flows of
the Group for the financial year then ended; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they fall due.
Director
Director
Singapore
18 March 2015
37
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 about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys preparation of financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
38
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are
properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so
as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2014,
and of the results, changes in equity and cash flows of the Group for the financial year ended on that date.
Report on other Legal and Regulatory Requirements
In our opinion, 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.
Singapore
18 March 2015
39
Group
Note
2014
$000
2013
$000
Revenue
Cost of sales
Gross profit
48,807
(42,692)
6,115
1,226
7,801
Expenses
Administrative
Finance
(7,347)
(285)
(8,913)
(281)
Continuing operations
21,115
(16,936)
4,179
18
1,116
825
830
3,616
825
3,616
10
825
738
4,354
24
24
415
15
1,380
415
1,240
19
(37)
1,377
5,731
825
825
4,059
295
4,354
1,240
1,240
5,436
295
5,731
11
11
0.08
0.08
0.40
0.40
11
11
0.09
0.09
40
Balance sheets
as at 31 December 2014
Group
Company
Note
2014
$000
2013
$000
2014
$000
2013
$000
12
13
14
3,733
45,438
102
3,457
14,163
76
63
21,136
52
9,000
49,273
17,696
21,199
9,052
10,089
7,994
9,248
4,750
6,623
9,248
1,909
9,251
2
9,251
27,331
20,621
11,160
9,253
76,604
38,317
32,359
18,305
34,747
3,757
464
9,736
5,597
1,056
1,260
450
38,968
16,389
1,260
450
36
215
36
215
Total Liabilities
39,004
16,604
1,260
450
NET ASSETS
37,600
21,713
31,099
17,855
10,305
1,307
19,939
8,602
47,050
3,300
(12,750)
32,458
2,830
(13,575)
47,050
55
(16,006)
32,458
(14,603)
37,600
21,713
31,099
17,855
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Non-current assets
Property, plant and equipment
Investments in subsidiaries
Investments in associated company
Intangible assets
16
17
18
19
Total Assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provision for warranty
Non-current liabilities
Borrowings
EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital
Other reserves
Accumulated losses
Total Equity
20
21
22
21
23
24
41
Share
Non-
option
controlling
Total
capital
losses
reserve
reserve
reserve
Total
interest
equity
$000
$000
$000
$000
$000
$000
$000
$000
32,458
(13,575)
(331)
3,161
21,713
21,713
23
14,807
14,807
14,807
23
(215)
(215)
(215)
24
55
55
55
825
415
1,240
1,240
47,050
(12,750)
(331)
3,576
55
37,600
37,600
26,844
(17,634)
(328)
1,781
10,663
3,778
14,441
23
5,880
5,880
5,880
23
(266)
(266)
(266)
12
(4,073)
(4,073)
4,059
(3)
1,380
5,436
295
5,731
32,458
(13,575)
(331)
3,161
21,713
21,713
Group
Note
2014
Beginning of financial year
Issuance of right shares
during the year
Total comprehensive
income for the year
End of financial year
2013
Beginning of financial year
Issuance of ordinary shares
during the year
Share issue expenses
Disposal of subsidiary
during the year
Total comprehensive
income for the year
End of financial year
42
Note
16
5
6
24
18
2014
$000
2013
$000
825
4,354
378
(7)
285
14
55
149
(517)
26
(7,088)
696
(4)
281
(1,116)
517
(862)
65
434
(2,383)
(33,885)
(26)
24,882
(1,652)
(4,334)
312
(4,102)
(1,504)
(10,247)
(269)
7
(12,011)
(22)
(256)
4
(10,509)
(12,285)
(3,600)
160
5,936
(373)
(3,440)
5,563
14,807
(215)
(170)
1,525
5,880
(266)
1,800
(1,574)
(1,836)
15,947
4,004
1,998
436
(2,718)
3,112
42
12
16
18
23
23
12
2,434
436
43
These notes form an integral part of and should be read in conjunction with the accompanying financial
statements.
1 GENERAL
EMS Energy Limited (the Company) is incorporated and domiciled in Singapore and is publicly traded
on the Catalist Board of Singapore Exchange Securities Trading Limited (SGX-ST). The address of its
registered office is at 1 Robinson Road, #17-00 AIA Tower Singapore 048542 and the principal place of
business is at 10 Tuas Avenue 11, Singapore 639076.
The principal activity of the Company is that of investment holding. The principal activities of the
subsidiaries are stated in Note 17 to the financial statements.
Basis of Preparation
These financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (FRS). The financial statements have been prepared under the historical cost
convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise
its judgement in the process of applying the Groups accounting policies. It also requires the use
of certain critical accounting estimates and assumptions. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 3.
Interpretations and amendments to published standards effective in 2014
On 1 January 2014, the Group adopted the new or amended FRS and Interpretations of FRS (INT
FRS) that are mandatory for application for the financial year. 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 substantial changes to
the accounting policies of the Group and the Company and had no material effect on the amounts
reported for the current or prior financial years except for the following:
FRS 112 Disclosures of Interests in Other Entities
The Group has adopted the above new FRS on 1 January 2014. The amendment is applicable for
annual periods beginning on or after 1 January 2014. It sets out the required disclosures for entities
reporting under the new FRS 110 Consolidated Financial Statements and FRS 111 Joint Arrangements,
and replaces the disclosure requirements currently found in FRS 27 (revised 2011) Separate
Financial Statements and FRS 28 (revised 2011) Investments in Associates and Joint Ventures.
The Group has applied FRS 112 retrospectively in accordance with the transitional provisions (as
amended subsequent to the issuance of FRS 112 in September 2011) in FRS 112 and amended for
consolidation exceptions for investment entity from 1 January 2014. The Group has incorporated
the additional required disclosures into the financial statements.
44
Revenue Recognition
Sales comprise the fair value of the consideration received or receivable for the sale of goods and
rendering of services in the ordinary course of the Groups activities. Sales are presented, net of
value-added tax, rebates and discounts, and after eliminating sales within the Group.
The Group assesses its role as an agent or principal for each transaction and in an agency
arrangement the amounts collected on behalf of the principal are excluded from revenue. The
Group recognises revenue when the amount of revenue and related cost can be reliably measured,
it is probable that the collectability of the related receivables is reasonably assured and when the
specific criteria for each of the Groups activities are met as follows:
(a)
(b)
Construction Contracts
When the outcome of a construction contract can be estimated reliably, contract revenue
and expenses are recognised in profit or loss by reference to the stage of completion of the
contract activity at the balance sheet date. The stage of completion is assessed by reference
to the contract costs incurred to date to the estimated total costs for the contract or surveys
of work performed, as applicable. When it is probable that total contract costs will exceed
total contract revenue, the expected loss is recognised as an expense immediately in profit
or loss. Detailed accounting policy on construction contracts is disclosed in Note 2.8.
(c)
Interest Income
Interest income is recognised on a time proportion basis using the effective interest method.
(d)
Dividend income
Dividend income is recognised when the right to receive payment is established.
(e)
Rental Income
Rental income from operating leases (net of any incentives given to the lessees) is
recognised on a straight-line basis over the lease term.
45
Government Grants
Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the attached
conditions.
Government grants receivable are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis. Government
grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
2.4
Group Accounting
(a) Subsidiaries
(i) Consolidation
Subsidiaries are all entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date on that
control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated. Unrealised
losses are also eliminated but are considered an impairment indicator of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiarys net results of
operations and its net assets, which is attributable to the interests that are not
owned directly or indirectly by the equity holders of the Company. They are shown
separately in the consolidated statement of comprehensive income, statement of
changes in equity, and balance sheet. Total comprehensive income is attributed to
the non-controlling interests based on their respective interests in a subsidiary, even
if this results in the non-controlling interests having a deficit balance.
46
(a)
Subsidiaries (Continued)
(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations
entered into by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the
fair value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes any contingent
consideration arrangement and any pre-existing equity interest in the subsidiary
measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the noncontrolling interests proportionate share of the acquirees net identifiable assets.
The excess of (a) the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the (b) fair value of the identifiable net assets acquired
is recorded as goodwill. Please refer to the paragraph Intangible assets Goodwill
on Acquisitions for the subsequent accounting policy on goodwill.
(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of
control over the subsidiary, the assets and liabilities of the subsidiary including any
goodwill are derecognised. Amounts previously recognised in other comprehensive
income in respect of that entity are also reclassified to profit or loss or transferred
directly to retained earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference
between the carrying amount of the retained interest at the date when control is lost
and its fair value is recognised in profit or loss.
Please refer to Note 2.9 for the Companys accounting policy on investments in
subsidiaries in the separate financial statements of the Company.
47
(b)
(c)
Associated Companies
Associated companies are entities over which the Group has significant influence, but
not control, generally accompanied by a shareholding giving rise to voting right of 20%
and above but not exceeding 50%. Investments in associated companies are accounted
for in the consolidated financial statements using the equity method of accounting less
impairment losses, if any.
(i) Acquisitions
Investments in associated companies are initially recognised at cost. The cost of
an acquisition is measured at the fair value of the assets given, equity instruments
issued or liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Goodwill on associated companies represents the
excess of the cost of acquisition of the associated company over the Groups share
of the fair value of the identifiable net assets of the associated company and is
included in the carrying amount of the investments.
(ii)
48
(c)
2.5
(a) Measurement
(i)
(ii)
49
(a)
Measurement (Continued)
(iii)
Components of costs
The cost of an item of property, plant and equipment initially recognised includes
its purchase price and any cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable of operating in the manner
intended by management. Cost also includes borrowing costs (refer to Note 2.7 on
borrowing costs).
(b) Depreciation
Depreciation on other items of property, plant and equipment is calculated using a straightline method to allocate their depreciable amounts over their estimated useful lives as
follows:
Useful Lives
Leasehold land and buildings
10 years
Office equipment
10 years
Motor vehicles
5 years
10 years
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 profit or loss when the changes arise.
(c)
Subsequent Expenditure
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset only when it is probable that future
economic benefits associated with the item will flow to the entity and the cost of the item
can be measured reliably. All other repair and maintenance expenses are recognised in
profit or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss within Other
income net. Any amount in revaluation reserve relating to that item is transferred to
retained profits directly.
50
Intangible Assets
(a)
Goodwill on Acquisitions
Goodwill on acquisitions of subsidiaries and businesses on or after 1 January 2010
represents the excess of (i) the sum of the consideration transferred, the amount of any
non-controlling interest in the acquire and the acquisition-date fair value of any previous
equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired.
Goodwill on acquisition of subsidiaries and businesses prior to 1 January 2010 and on
acquisition of associated companies represents the excess of the cost of the acquisition
over the fair value of the Groups share of the net identifiable assets acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost
less accumulated impairment losses.
Goodwill on associated company is included in the carrying amount of the investments.
Goodwill included in the carrying amount of an investment in associated company is tested
for impairment as part of the investment, rather than separately.
Gains and losses on the disposal of subsidiaries and associated companies include the
carrying amount of goodwill relating to the entity sold. Such goodwill was adjusted against
retained profits in the year of acquisition and not recognised in profit or loss on disposal.
2.7
Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method except for
those costs that are directly attributable to the construction or development of properties and
assets under construction. This includes those costs on borrowings acquired specifically for the
construction or development of properties and assets under construction, as well as those in
relation to general borrowings used to finance the construction or development of properties and
assets under construction.
The actual borrowing costs incurred during the period up to the issuance of the temporary
occupation permit less any investment income on temporary investment of these borrowings, are
capitalised in the cost of the property under development. Borrowing costs on general borrowings
are capitalised by applying a capitalisation rate to construction or development expenditures that
are financed by general borrowings.
51
Construction Contracts
A construction contract is a contract specifically negotiated for the construction of an asset or
a combination of assets that are closely interrelated or interdependent in terms of their design,
technology and functions or their ultimate purpose or use.
When the outcome of a construction contract can be estimated reliably, contract revenue and
contract costs are recognised as revenue and expenses respectively by reference to the stage
of completion of the contract activity at the balance sheet date (percentage-of-completion
method). When the outcome of a construction contract cannot be estimated reliably, contract
revenue is recognised to the extent of contract costs incurred that are likely to be recoverable.
When it is probable that total contract costs will exceed total contract revenue, the expected loss
is recognised as an expense immediately.
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in
the contract work and claims that can be measured reliably. A variation or a claim is recognised as
contract revenue when it is probable that the customer will approve the variation or negotiations
have reached an advanced stage such that it is probable that the customer will accept the claim.
The stage of completion is measured by reference to the proportion of contract costs incurred
to date to the estimated total costs for the contract. Costs incurred during the financial year
in connection with future activity on a contract are excluded from the costs incurred to date
when determining the stage of completion of a contract. Such costs are shown as construction
contract work-in-progress on the balance sheet unless it is not probable that such contract costs
are recoverable from the customers, in which case, such costs are recognised as an expense
immediately.
At the balance sheet date, the cumulative costs incurred plus recognised profits (less recognised
losses) on each contract is compared against the progress billings. Where the cumulative costs
incurred plus the recognised profits (less recognised losses) exceed progress billings, the
balance is presented as due from customers on construction contracts within trade and other
receivables. Where progress billings exceed the cumulative costs incurred plus recognised profits
(less recognised losses), the balance is presented as due to customers on construction contracts
within trade and other payables.
Progress billings not yet paid by customers and retentions by customers are included within trade
and other receivables. Advances received are included within trade and other payables.
2.9
52
(a) Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually
and whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the
Groups cash-generating units (CGU) expected to benefit from synergies arising from the
business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill,
exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher
of the CGUs fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of
goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis
of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a
subsequent period.
(b)
53
(b)
2.11
Financial Assets
(a) Classification
The Groups and Companys financial assets which are within the scope of FRS 39 are
classified as loans and receivables. The classification depends on the nature of asset and
the purpose for which the assets were acquired. Management determines the classification
of its financial assets at initial recognition.
54
(b)
(c)
Initial Measurement
Loans and receivables are initially recognised at fair value plus transaction costs and are
subsequently carried at amortised cost using the effective interest method.
(d) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a
financial asset or a group of financial assets is impaired and recognises an allowance for
impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy and default or significant delay in payments are objective evidence that these
financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance
account which is calculated as the difference between the carrying amount and the present
value of estimated future cash flows, discounted at the original effective interest rate. When
the asset becomes uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are recognised against the same line item in
profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period when
the amount of impairment loss decreases and the related decrease can be objectively
measured. The carrying amount of the asset previously impaired is increased to the extent
that the new carrying amount does not exceed the amortised cost had no impairment been
recognised in prior periods.
55
56
(a)
(i)
(ii)
57
Leases (Continued)
(b)
58
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
(ii)
based on the tax consequence that will follow from the manner in which the Group expects,
at the balance sheet date, to recover or settle the carrying amounts of its assets and
liabilities.
Current and deferred income taxes are recognised as income or expenses in profit or loss, except
to the extent that the tax arises from a business combination or a transaction which is recognised
directly in equity. Deferred tax arising from a business combination is adjusted against goodwill
on acquisition.
2.20 Provisions
Provisions for warranty, legal claims and other costs are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an outflow
of resources will be required to settle the obligation and the amount has been reliably estimated.
The Group recognises the estimated liability to repair or replace products still under warranty at
the balance sheet date. This provision is calculated based on past historical experience of the
level of repairs and replacements.
Other provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax discount rate that reflects the current market assessment of
the time value of money and the risks specific to the obligation. The increase in the provision due
to the passage of time is recognised in profit or loss as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in
profit or loss when the changes arise.
59
(a)
(b)
(c)
Share-based Compensation
The Group operates an equity-settled, share-based compensation plan. The value of the
employee services received in exchange for the grant of options is recognised as an expense
with a corresponding increase in the share option reserve over the vesting period. The
total amount to be recognised over the vesting period is determined by reference to the
fair value of the options granted on the date of the grant. Non-market vesting conditions
are included in the estimation of the number of shares under options that are expected to
become exercisable on the vesting date. At each balance sheet date, the Group revises its
estimates of the number of shares under options that are expected to become exercisable
on the vesting date and recognises the impact of the revision of the estimates in profit
or loss, with a corresponding adjustment to the share option reserve over the remaining
vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account, when new ordinary shares are issued, or to the treasury shares account,
when treasury shares are re-issued to the employees.
60
(a)
(b)
(c)
assets and liabilities are translated at the closing exchange rates at the reporting
date;
(ii)
income and expenses are translated at average exchange rates (unless the average
is not a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated using the
exchange rates at the dates of the transactions); and
(iii)
61
(iii)
62
3.2
63
Construction Contracts
The Group uses the percentage-of-completion method to account for its contract revenue. The
stage of completion is measured by reference to the contract costs incurred to date compared to
the estimated total costs for the contract or surveys of work done, as applicable.
Significant assumptions are required to estimate the total contract costs and the recoverable
variation works that will affect the stage of completion and the contract revenue respectively. In
making these estimates, management has relied on past experience and the work of specialists.
Revenue from construction contracts is disclosed in Note 15.
If the revenue on uncompleted contracts at the balance sheet date had been higher/lower by 10%
from managements estimates, the Groups revenue would have been higher/lower by $7,942,000
and $12,931,000 (2013: $5,760,000 and $2,056,000) respectively.
If the contract costs of uncompleted contracts to be incurred had been higher/lower by 10% from
managements estimates, the Groups profit would have been lower/higher by $1,277,000 and
$3,568,000 (2013: $877,000 and $655,000) respectively.
3.4
64
4 REVENUE
Group
Construction contracts
Sale of goods
2014
2013
$000
$000
47,748
19,918
1,059
1,197
48,807
21,115
65
517
(26)
2014
$000
7,088
80
31
374
13
40
672
(75)
80
222
1,226
7,801
FINANCE EXPENSES
Group
2014
2013
$000
$000
Interest expense
Term loan
66
95
59
Bank overdraft
39
55
Bills payable
151
167
285
281
EXPENSES BY NATURE
Group
2014
2013
$000
$000
33,191
11,196
517
80
62
378
356
131
135
7,128
7,003
2,144
1,618
Current year
56
55
(13)
11
23
22
15
11
86
481
193
130
Other auditors*
Fees on non-audit services paid/payable to:
Auditor of the Company
Freight/transport charges
Insurance
Marketing/consultancy fee
28
94
416
69
Professional fees
122
78
171
149
Sub-contractor charges
4,662
2,830
507
275
Travelling
264
299
17
440
458
50,039
25,849
67
EMPLOYEE COMPENSATION
Group
2013
$000
6,261
6,380
590
435
222
188
55
7,128
7,003
2014
$000
2013
$000
$000
149
149
continuing operations
149
149
68
2013
$000
$000
3,616
887
825
4,503
(1,116)
825
(830)
(291)
3,673
(49)
625
Effects of:
different tax rates in other countries
12
449
(114)
12
427
(1,292)
(298)
377
149
The deferred tax assets not recognised relate to unutilised tax losses which can be carried forward and
used to offset against future taxable income subject to meeting certain requirements. These tax losses
have no expiry date.
69
10
The results of the discontinued operations and the re-measurement of the disposal group are as
follows:
2013
$000
Group
Revenue
3,507
Cost of sales
(1,977)
Gross profit
1,530
Other income
Expenses
127
(741)
Finance expense
(46)
17
887
(149)
738
3,616
443
4,059
The impact of the discontinued operations on the cash flows of the Group is as follows:
2013
$000
Group
Operating cash outflows
(1,647)
(1,935)
(465)
70
(4,047)
11
2013
Continuing operations
Net profit/(loss) attributable to equity holders of
the Company ($000)
825
3,321
1,073,236,829
829,926,2751
0.08
0.40
0.08
0.403
738
1,073,236,829
829,926,2751
0.09
0.093
Discontinued operations
Net profit attributable to equity holders of the Company ($000)
Weighted average number of ordinary shares in issue
1.
2.
3.
The weighted average numbers of ordinary shares outstanding for the financial year ended 31 December 2013 has been adjusted
retrospectively for the effects of the Companys renounceable non-underwritten Rights Issue completed in October 2014.
As earnings (on per ordinary share basis) attributable to the potential ordinary shares are higher than that attributable to
ordinary shares, the dilutive potential shares from the employee share option scheme to be issued are anti-dilutive and no
change is made to the diluted profit per share.
The basic and diluted earnings per ordinary share for the financial year ended 31 December 2013 were the same as there were
no potentially dilutive ordinary shares. The employee share option scheme was granted in 2014.
71
12
Company
2014
2013
2014
2013
$000
$000
$000
$000
3,084
1,254
63
52
649
2,203
3,733
3,457
63
52
For the purpose of presenting the consolidated statement of cash flows, the consolidated cash and cash
equivalents comprise the following:
Group
2014
2013
$000
$000
Continuing operations:
Cash and bank balances (as above)
3,733
3,457
(652)
(849)
(647)
(2,172)
2,434
436
Short-term bank deposits of approximately $647,000 (2013: $2,172,000) are pledged as security for
overdraft, short-term loans and bank guarantee purposes.
Disposal of subsidiaries
On 25 February 2013, the Company disposed of 40% share in Oilfield Service and Supplies Pte Ltd. for
a cash consideration of $8,500,000. The effects of the disposal on the cash flows of the Group were:
2013
$000
Group
Carrying amounts of assets and liabilities disposed of:
Cash and cash equivalents
2,564
6,417
72
1,986
10,230
1,237
22,434
12
2,233
Borrowings
8,896
927
458
Total liabilities
12,514
9,920
(4,398)
(4,073)
1,449
The aggregate cash inflows arising from the disposal of Oilfield Services and Supplies Pte Ltd were:
2013
$000
Group
Net assets disposed of (as above)
1,449
(37)
1,412
7,088
8,500
(2,564)
5,936
73
13
Company
2014
2013
2014
2013
$000
$000
$000
$000
2,332
1,371
Trade receivables
Non-related parties
Related parties
24,281
1,706
26,613
3,077
18,329
11,790
(1,468)
(1,468)
16,861
10,322
21,090
8,985
Construction contracts
Due from customers
Less: Allowance for impairment of amount
due from customers [Note 28(b)(ii)]
Due from customers net (Note 15)
Non-trade receivables from subsidiaries
Deposits
Prepayments
Other receivables
66
22
43
1,505
393
14
393
349
45,438
14,163
21,136
9,000
Trade receivables credit terms are generally range from 30 to 90 days terms.
The trade receivables due from related parties are unsecured, bear interest at 5% (2013: Nil%) and
repayable on demand.
The non-trade receivables due from subsidiaries are unsecured, interest-free and repayable on demand.
Related parties are entities controlled or significantly influenced by the Groups key management
personnel and their close family members.
14 INVENTORIES
Group
Raw materials
2014
2013
$000
$000
102
76
The cost of inventories recognised as an expense in cost of sales amounts to S$33,165,000 (2013:
S$11,195,000).
74
15
CONSTRUCTION CONTRACTS
Group
2014
2013
$000
$000
80,886
42,406
(64,336)
(33,224)
16,550
9,182
16,861
10,322
(311)
(1,140)
16,550
16
9,182
Assets
Plant and
Office
Motor
Furniture
under
$000
$000
$000
$000
$000
Total
$000
Group
2014
Cost
Beginning of financial year
4,362
753
834
29
294
6,272
Additions
103
111
3,386
3,600
2,131
2,131
Written-off
(16)
4,362
856
945
29
278
5,517
11,987
462
496
417
29
118
1,522
(Note 7)
231
51
69
27
378
Written off
(2)
693
547
486
29
143
1,898
3,669
309
459
135
5,517
10,089
(16)
Accumulated Depreciation
Beginning of financial year
Depreciation charge
(2)
75
16
Assets
Plant and
Office
Motor
Furniture
under
Total
$000
$000
$000
$000
$000
$000
4,362
699
727
29
210
6,027
54
107
84
245
4,362
753
834
29
294
6,272
231
457
355
29
94
1,166
231
39
62
24
356
462
496
417
29
118
1,522
3,900
257
417
176
4,750
Group
2013
Cost
Beginning of financial year
Additions
End of financial year
Accumulated Depreciation
Beginning of financial year
Depreciation charge
(Note 7)
End of financial year
Net book value
End of financial year
Leasehold land and buildings of the Group with carrying amounts of $3,669,000 (2013: $3,900,000) are
pledged to financial institutions for banking facilities (Note 21).
76
Office
Assets under
equipment
construction
Total
$000
$000
$000
Company
2014
Cost
Beginning of financial year
Additions
150
2
1,906
150
1,908
152
1,906
2,058
Accumulated Depreciation
Beginning of financial year
Depreciation charge
148
1
148
1
149
149
1,906
1,909
16
Assets under
equipment
construction
Total
$000
$000
$000
150
150
2013
Cost
Beginning and end of financial year
Accumulated Depreciation
Beginning of financial year
145
145
Depreciation charge
148
148
17
INVESTMENTS IN SUBSIDIARIES
Company
2014
2013
$000
$000
15,711
15,711
(6,460)
(6,460)
9,251
9,251
Accumulated impairment
Beginning and end of financial year
Net book value
77
17
Name of Companies
Principal Activities
Investment holding
Singapore
100
100
100
100
Dormant
Malaysia
100
100
100
100
Singapore
100
100
100
100
Malaysia
100
100
Singapore
100
(a)
(b)
(c)
(d)
18
Portion of
Proportion of
Ordinary
ordinary shares shares directly
directly held
held by the
Country of
by parent
Group
business/
2014
2013
2014
2013
incorporation
%
%
%
%
Dormant
Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International.
Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International, for consolidation purposes
only.
Audited by C S Tan & Associates, Chartered Accountants, Malaysia.
Subsidiary is considered as not significant to the Group. There is no disclosure on other auditors information.
78
2014
2013
$000
$000
6,623
4,398
1,116
830
15
415
1,380
(160)
7,994
6,623
18
Name of Company
Place of business/
country of incorporation
Singapore
% of ownership interest
2014
2013
%
%
20
20
Audited by Nexia TS Public Accounting Corporation, Singapore, a member firm of Nexia International.
The principal activities of Oilfield Services & Supplies Pte Ltd are manufacturing, repair and rework of
oilfield machinery and equipment.
There are no contingent liabilities relating to the Groups interest in the associated company.
Summarised financial information for associated company
Set out below are the summarised financial information for Oilfield Services & Supplies Pte Ltd, not
adjusted for proportion of ownership interest held by the Group, is as follows:
Summarised balance sheet
2014
$000
2013
$000
17,190
13,802
Includes:
Cash and cash equivalents
5,153
4,090
Current liabilities
8,190
7,983
Includes:
Financial liabilities (excluding trade payables)
5,623
5,208
24,601
21,984
Non-current liabilities
6,137
7,214
Includes:
Financial liabilities
Other liabilities
3,841
2,296
5,317
1,897
27,464
20,589
Current assets
Non-current assets
Net assets
79
18
Revenue
Interest income
Expenses
Includes:
Depreciation
Interest expense
2014
$000
2013
$000
26,248
16
23,916
13
(2,732)
(182)
(2,611)
(373)
6,955
5,505
(1,396)
(1,074)
5,559
4,431
2,076
7,036
7,635
11,467
160
The summarised financial information in respect of Oilfield Services & Supplies Pte Ltd, based on its FRS
financial statements and a reconciliation with the carrying amount of the investment in the consolidated
financial statements are as follows:
2014
$000
Net assets
At 1 January
Profit for the year
Other comprehensive income
Dividend paid relating to 2013
20,652
5,579
2,076
(800)
8,786
4,862
7,004
At 31 December
27,507
20,652
20%
20%
5,501
2,493
4,130
2,493
7,994
6,623
80
2013
$000
19
INTANGIBLE ASSETS
Goodwill arising on consolidation
Group
2014
2013
$000
$000
14,247
14,247
4,999
4,999
9,248
9,248
Cost
Beginning and end of financial year
Accumulated impairment
2013
$000
$000
Cash-Generating Units
EMS Energy Solutions
9,248
9,248
The recoverable amounts of the above balances are determined based on value-in-use calculations. Cash
flows projection used in these calculations were based on financial budgets for year 2015 approved by
the management. Cash flow beyond the three-year period were extrapolated using the estimated growth
rates stated below. These rates were determined based on past performance, sales order book on hand
and expected market conditions.
2014
2013
Gross margin1
16%
16%
Growth rate2
15%
10%
14.5%
14.6%
Discount rate3
1
2
3
81
Company
2014
2013
2014
2013
$000
$000
$000
$000
3,060
3,518
Trade payables
Non-related parties
Related parties
Accruals for purchases of material
and equipment
27,207
3,430
30,268
6,949
311
1,140
Construction contracts
Due to customers (Note 15)
Other payables
3,106
235
1,126
47
466
1,014
126
390
596
398
13
34,747
9,736
1,260
450
Trade and non-trade payables due to related parties are unsecured, interest-free and are repayable on
demand.
21 BORROWINGS
Group
2014
2013
$000
$000
Current
Bank overdrafts (Note 12)
652
849
Term loan 1
194
185
Term loan 2
1,800
1,800
1,111
2,763
3,757
5,597
36
215
3,793
5,812
Bills payables
Non-current
Term loan 1
Total borrowings
82
21
BORROWINGS (CONTINUED)
The exposure of the borrowings of the Group to interest rate changes and the contractual re-pricing dates
at the balance sheet dates are as follows:
Group
2014
$000
6 months or less
6 12 months
1 5 years
2013
$000
3,659
98
36
5,503
94
215
3,793
5,812
(i)
The effective interest rates during the financial year on term loan 1 is 4.89% (2013: 4.0%) per
annum.
(ii)
The effective interest rates during the financial year on term loan 2 is 1.95% (2013: 1.95%) per
annum.
(iii)
The effective interest rates on bank overdrafts and bills payables ranges from 4.3% to 4.6% (2013:
5.2% to 6.5%) per annum.
(iv)
Term loan 1 is secured by mortgage over certain property, plant and equipment of the Group with
net book value amounting to approximately $3,669,000 (2013: $3,900,000) and financial guarantee
of the Company.
(v)
Term loan 2 is secured by the joint and several guarantee of the directors and financial guarantee
of the Company.
(vi)
Bank overdrafts are secured by the short-term deposits, joint and several guarantee of the directors
and financial guarantee of the Company.
6.03
5.74
Fair value
2014
2013
$000
$000
202
367
The fair values of non-current portion of borrowings are determined from the discounted cash flows
analysis, using a discounted rate based on the borrowing rate from the financial institution at the balance
sheet date.
As at 31 December 2014, the Group has not drawn borrowing facilities amounting to S$1,400,000 (2013:
S$8,600,000).
83
2014
2013
$000
$000
464
1,056
1,056
535
(124)
(468)
521
464
1,056
The Group gives warranties on certain projects and undertakes to repair those that fail to perform
satisfactorily. A provision is recognised at the balance sheet date for expected warranty claims based on
past experience of the level of repairs.
23 SHARE CAPITAL
Number of
ordinary shares
Amount
000
$000
740,355
32,458
Issuance of shares
740,355
14,807
(215)
1,480,710
47,050
600,355
26,844
Issuance of shares
140,000
5,880
2013
740,355
(266)
32,458
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restrictions.
84
Share Options
During the financial year, share options were granted to the Companys directors and employees in
accordance to the provisions stipulated in the EMS Energy Employee Share Option Scheme (the
Scheme) approved by the shareholders of the Company at the Extraordinary General Meeting
held on 22 August 2009.
The exercise price of the options is determined at the average of the closing prices of the
Companys ordinary shares as quoted on the Catalist of the Singapore Exchange for five market
days immediately preceding the date of the grant. The vesting of the options is determined annually
at the end of the relevant financial year based on the condition that the Companys directors and
employees have completed a full year of term/service with the Group.
Once they have vested, the options are exercisable over a period of five (5) years for the
independent directors and ten (10) years for the executive director and employees. The options
may be exercised in full or in part in respect of one thousand (1,000) shares or a multiple thereof,
on the payment of the exercise price. The persons to whom the options have been issued have no
right to participate by virtue of the options in any share issue of the company. The Group has no
legal or constructive obligation to repurchase or settle the options in cash.
85
These options, which are exercisable from 24 February 2015 to 23 February 2019, were
granted at an exercise price of $0.069 at the date of the grant and subsequently revised to
$0.027 on 1 December 2014 as disclosed in (iv) below.
As at 31 December 2014, the total 2,250,000 options granted to the Independent Directors
still remained outstanding and exercisable into 2,250,000 ordinary shares. The estimated
fair value of these options granted as at end of the financial year was approximately $0.005
per option calculated using the Binomial Option Pricing Model.
(ii)
On 24 February 2014, a total of 15,000,000 options at an exercise price of $0.069 per option
at the date of grant to employees who are not Directors, controlling shareholders or their
associates. On 1 December 2014, the exercise price of these options has been revised to
$0.027 as disclosed in (iv) below.
As at 31 December 2014, out of the total of 15,000,000 options granted, 6,000,000 options
still remained outstanding and exercisable into 6,000,000 ordinary shares, 1,500,000
options granted were not accepted and another 7,500,000 options were forfeited upon
the resignation of certain employees. These options are exercisable from 24 February 2015
to 23 February 2024. The estimated fair value of these options granted as at 31 December
2014 was approximately $0.0044 per option calculated using the Binomial pricing model.
(iii)
86
On 1 December 2014, the Company announced that following the Rights Issue that were
completed in October 2014 and pursuant to the rules of the EMS Employee Share Option
Scheme, adjustments had been made to the exercise price of the outstanding Share Options
(the Adjustments) in the following manner:
Exercise
Share Options Issued To
Price Before
Exercise Price
Adjustments
After Adjustments
$0.069
$0.027
$0.069
$0.027
$0.061
$0.027
Independent Directors
Employees who are not Directors, Controlling
Shareholders or their Associates
Controlling Shareholder
The Adjustments has been made in accordance with the rules of the Scheme. The
Adjustments took effect on 1 December 2014.
Movements in the number of unissued ordinary shares under option and their exercise
prices are as follows.
Granted
Beginning during
of financial financial
year
year
000
000
Group and Company
2014
2014 Options
Independent
Directors
Employees
Executive Director/
Controlling
Shareholders
Forfeited/
Not
Accepted
during
financial
year
000
Exercised
during
End of Revised
financial financial exercise
year
year
price
000
000
$
750
750
15,000
(9,000)
6,000
10,500
10,500
26,250
(9,000)
17,250
Exercise
period
23.2.2015
22.2.2020
23.2.2015
0.027
22.2.2025
0.027
0.027
27.4.2015
26.4.2025
87
24 OTHER RESERVES
Group
Company
2014
2013
2014
2013
$000
$000
$000
$000
(331)
(331)
(a) Composition:
Currency translation reserve
Revaluation reverse
Employee share option reserve
3,576
3,161
55
55
3,300
2,830
55
(328)
(37)
15
19
(331)
(331)
(b) Movements:
(i) Currency translation reserve
Beginning of financial year
(331)
Reclassification on disposal of a
subsidiary
Share of associated companys
translation reserve (Note 18)
Net currency translation differences
of financial statements of
foreign subsidiaries
End of financial year
(ii) Revaluation reserve
Beginning of financial year
3,161
1,781
415
1,380
3,576
3,161
55
55
55
55
88
25 COMMITMENTS
The Group leases land, factories and warehouses from non-related parties under non-cancellable operating
lease agreements. The leases have varying terms, escalation clauses and renewal rights.
The future minimum lease payable under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as liabilities, are as follows:
Group
Company
2014
$000
2013
$000
2014
$000
2013
$000
624
2,494
6,707
61
243
547
558
2,230
6,180
9,825
851
8,968
2013
$000
30,200
4,739
160
15
155
89
2013
$000
783
40
40
1,432
81
863
1,513
Included in the above is total compensation to director of the Company amounting to $422,000
(2013: $388,000).
27 CONTINGENCIES
The Company has issued financial guarantees to a bank for borrowings of a subsidiary amounting to
$3,800,000 (2013: $5,800,000) (Note 21).
The Company has evaluated the fair value of the financial guarantees and is of the opinion that the
consequential benefits derived from its guarantees to the banks with regards to the subsidiaries are
minimal. The subsidiary has not defaulted on the payment of borrowing in the financial years ended 31
December 2014 and 2013.
90
Market risk
(i)
Currency risk
The Group operates in Asia with dominant operations in Singapore. Entities in the Group
regularly transact in currencies other than their respective functional currencies (foreign
currencies) such as the United States Dollar (USD).
Currency risk arises within entities in the Group when transactions are denominated in
foreign currencies such as United States Dollar (USD). The Group is exposed to foreign
currency risk on certain projects.
To manage the currency risk, individual Group entities manage as far as possible by natural
hedges of matching assets and liabilities.
In respect of other monetary assets and liabilities held in currencies other than the
Singapore Dollar, the Group ensures that the net exposure is kept to an acceptable level
by buying or selling the foreign currencies at spot rates, where necessary, to address short
term imbalances.
91
(i)
USD
Other
Total
$000
$000
$000
$000
At 31 December 2014
Financial assets
Cash and cash equivalents
3,184
548
3,733
18,326
25,605
43,933
20,933
81
76
21,090
42,443
26,234
79
68,756
(3,793)
Financial liabilities
Borrowings
Trade and other payables
Payables to subsidiaries
(3,793)
(8,110)
(25,586)
(740)
(34,436)
(20,933)
(81)
(76)
(21,090)
(32,836)
(25,667)
(816)
(59,319)
9,607
567
(737)
9,437
438
634
122
1,194
10,045
1,201
(615)
10,631
10,045
1,201
(615)
10,631
1,201
(615)
586
Net assets/(liabilities)
Currency profile including nonfinancial assets and liabilities
Currency exposure of financial
liabilities net of those
denominated in the respective
entities functional currencies
92
(i)
USD
Other
Total
$000
$000
$000
$000
1,817
1,640
3,457
1,365
11,269
1,136
13,770
7,140
153
7,293
10,322
12,909
1,289
24,520
At 31 December 2013
Financial assets
Cash and cash equivalents
Financial liabilities
Borrowings
(4,445)
(716)
(651)
(5,812)
(4,716)
(3,572)
(308)
(8,596)
Payables to subsidiaries
(7,140)
(153)
(7,293)
(1,112)
(21,701)
(16,301)
(4,288)
(5,979)
8,621
(585)
Net (liabilities)/assets
(162)
177
2,819
(747)
(6,564)
8,459
177
2,072
(6,564)
8,459
177
2,072
8,459
177
8,636
93
(i)
2013
Increase/(Decrease)
Other
Other
income
tax
Income
$000
$000
$000
$000
10
10
70
70
(10)
(10)
(70)
(70)
Group
USD against SGD
strengthened
weakened
The Company engages in minimal foreign currency transactions and hence is not exposed
to any significant currency risk.
(ii)
94
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting
in financial loss to the Group. The Group has policies in place to ensure that sales of products and
services are made to customers with an appropriate credit history.
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. If the customers are independently rated, these ratings are used.
Otherwise, the credit quality of customers is assessed after taking into account its financial
position and past experience with the customers.
The Group establishes an allowance for impairment that represents its estimate of incurred losses
in respect of trade receivables. The main component of this allowance is a specific loss component
that relates to individually significant exposures.
The allowance account in respect of trade 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.
Cash and fixed deposits are placed with banks and financial institutions which are regulated.
As the Group and the Company does not hold any collateral, the maximum exposure to credit risk
for each class of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet, except as follows:
Company
2014
2013
$000
$000
3,800
5,800
The trade receivables of the Group comprises two debtors (2013: three debtors) that represented
95% (2013: 91%) of trade receivables.
95
By types of customers
Related parties
Non-related parties
(i)
2013
$000
25,148
1,020
305
140
1,925
985
139
28
26,613
3,077
24,281
2,332
1,706
1,371
26,613
3,077
(ii)
96
2013
$000
15,778
1,629
9,108
152
139
1,785
26,515
2,076
(ii)
2013
$000
$000
Gross amount
Trade receivables
26,613
3,077
18,329
11,790
44,942
14,867
(1,468)
(1,468)
43,474
13,399
517
1,468
951
1,468
1,468
517
(517)
Allowance made:
Amount due from customers on construction
contracts (Note 7)
Allowance utilised:
Trade receivables (Note 5)
End of financial year
1,468
1,468
The impaired amount due from customers on construction contracts arise mainly from a
customer in Vietnam that is met with difficulties in retrieving the goods from the port.
97
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities,
the availability of funding through an adequate amount of committed credit facilities and the
ability to close out market positions at a short notice. At the balance sheet date, assets held by
the Group and the Company for managing liquidity risk included cash and short-term deposits as
disclosed in Note 12.
Management monitors rolling forecasts of the liquidity reserve (comprise undrawn borrowing facility
(Note 21) and cash and cash equivalents (Note 12) of the Group and the Company on the basis of
expected cash flow. This is generally carried out at local level in the operating companies of the
Group in accordance with the practice and limits set by the Group. These limits vary by location to
take into account the liquidity of the market in which the entity operates. In addition, the Groups
liquidity management policy involves projecting cash flows in major currencies and considering
the level of liquid assets necessary to meet these, monitoring liquidity ratios and maintaining
debt financing plans.
The table below analyses non-derivative financial liabilities of the Group and the Company for
which contractual maturities are essential for an understanding of the timing of the cash flows
into relevant maturity groupings based on the remaining period from the balance sheet date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying amounts as the impact of
discounting is not significant.
Less than
Between 1 and
Between 2 and
1 year
2 years
5 years
$000
$000
$000
Group
At 31 December 2014
Trade and other payables
34,747
3,757
37
38,504
37
9,736
Borrowings
5,612
220
15,348
220
Borrowings
At 31 December 2013
98
Company
At 31 December 2014
Trade and other payables
Financial guarantee
At 31 December 2013
Trade and other payables
Financial guarantee
(d)
Less than
Between 1 and
Between 2 and
1 year
2 years
5 years
$000
$000
$000
1,260
3,800
5,060
450
5,800
6,250
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 the gearing ratio. The Group are required by a bank to
maintain a gearing ratio of not exceeding 25% (2013: 25%). The Groups and the Companys
strategies, are to maintain gearing ratios below 50% (2013: 50% to 60%).
The gearing ratio is calculated as borrowings divided by total equity as follows:
Group
Company
2014
$000
2013
$000
2014
$000
2013
$000
Borrowings
Total equity
3,793
37,600
5,812
21,713
31,099
17,855
Gearing ratio
10.1%
26.8%
Not meaningful
The Group and the Company are in compliance with all externally imposed capital requirements
for the financial year ended 31 December 2013 and 2014.
EMS ENERGY LIMITED ANNUAL REPORT 2014
99
(f)
Company
2014
2013
2014
2013
$000
$000
$000
$000
47,666
17,227
21,196
9,038
38,229
14,408
1,260
450
Financial instruments at
amortised cost
29 SEGMENT REPORTING
Management has determined the operating segments based on the reports reviewed by the Board of
Directors for the purpose of resource allocation and assessment of the Groups performance.
At 31 December 2013 and 2014, the Group only has one business segment, which is design, manufacture
and installation of engineering solution for oil and gas and offshore marine industries. This is based
on the Groups internal organisation, management structure and the primary way in which the Board of
Directors is provided with the financial information.
Whilst revenue are reported into two business streams, as described below, the Groups results, the cost
and combined balance sheets are only analysed by one operating segment.
Contract sales
Contract sales refer to design, manufacture and installation of engineering solution for oil and gas
and offshore marine industries.
100
Trading sales
Trading sales refer to selling of spare parts related to after-sales services provided for contract
sales.
(a)
Geographical information
The Groups revenue is mainly derived from the following geographical areas:
Contract sales
Singapore
Vietnam
Malaysia
China
Indonesia
Other
Trading sales
Singapore
Vietnam
Malaysia
Other
Total revenue
2014
$000
2013
$000
38,937
1,512
6,646
143
510
12,828
1,099
5,521
73
309
88
47,748
19,918
228
372
234
225
286
627
8
276
1,059
1,197
48,807
21,115
Amendments to FRS 19: Defined Benefit Plans: Employee Contributions (effective for annual periods
beginning on or after 1 July 2014)
Amendment to FRS 102: Share-based payment (effective for annual periods beginning on or after
1 July 2014)
Amendments to FRS 103: Business Combinations (effective for annual periods beginning on or after
1 July 2014)
101
102
Amendments to FRS 108: Operating Segments (effective for annual periods beginning on or after
1 July 2014)
Amendment to FRS 16: Property, Plant and Equipment (effective for annual periods beginning on
or after 1 July 2014)
Amendment to FRS 24: Related Party Disclosures (effective for annual periods beginning on or after
1 July 2014)
Amendment to FRS 38: Intangible Assets (effective for annual periods beginning on or after
1 July 2014)
Amendments to FRS 113: Fair Value Measurement (effective for annual periods beginning on or
after 1 July 2014)
Amendment to FRS 40: Investment Property (effective for annual periods beginning on or after
1 July 2014)
FRS 114: Regulatory Deferral Accounts (effective for annual periods beginning on or after
1 January 2016)
Amendments to FRS 1: Disclosure Initiative (effective for annual periods beginning on or after
1 January 2016)
Amendments to FRS 27: Equity Method in Separate Financial Statements (effective for annual
periods beginning on or after 1 January 2016)
Amendments to FRS 16 and FRS 38: Clarification of Acceptable Methods of Depreciation and
Amortisation (effective for annual periods beginning on or after 1 January 2016)
Amendments to FRS 16 and FRS 41: Agriculture: Bearer Plants (effective for annual periods beginning
on or after 1 January 2016)
Amendments to FRS 111: Accounting for Acquisitions of Interests in Joint Operations (effective for
annual periods beginning on or after 1 January 2016)
Amendments to FRS 110 and FRS 28: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (effective for annual periods beginning on or after 1 January 2016)
Amendments to FRS 110, FRS 112 and FRS 28: Investment Entities: Applying the Consolidation
Exception (effective for annual periods beginning on or after 1 January 2016)
Amendments to FRS 105: Non-current Assets Held for Sale and Discontinued Operations (effective
for annual periods beginning on or after 1 January 2016)
Amendments to FRS 107: Financial Instruments: Disclosures (effective for annual periods beginning
on or after 1 January 2016)
Amendment to FRS 19: Employee Benefits (effective for annual periods beginning on or after
1 January 2016)
Amendment to FRS 34: Interim Financial Reporting (effective for annual periods beginning on or
after 1 January 2016)
FRS 115: Revenue from Contracts with Customers (effective for annual periods beginning on or after
1 January 2017)
FRS 109: Financial Instruments (effective for annual periods beginning on or after 1 January 2018)
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 financial statements of the Group in the period
of their initial adoption.
31
103
Analysis of Shareholdings
As at 3 March 2015
1,480,709,604
CLASS OF SHARES
VOTING RIGHTS
TREASURY SHARES
Nil
NUMBER OF
SIZE OF HOLDINGS
SHAREHOLDERS
1 to 99
100 to 1,000
1,001 to 10,000
10,001 to 1,000,000
SHARES
49
2.00
387
0.00
100
4.09
93,561
0.01
519
21.23
2,938,016
0.20
1,675
68.51
275,741,352
18.62
102
4.17
1,201,936,288
81.17
2,445
100.00
1,480,709,604
100.00
NUMBER OF
NAME OF SHAREHOLDERS
SHARES
519,681,550
35.10
110,000,000
7.43
48,000,000
3.24
47,308,070
3.19
46,032,864
3.11
43,818,000
2.96
36,132,000
2.44
33,000,000
2.23
21,673,000
1.46
10
20,244,000
1.37
11
20,000,000
1.35
12
19,541,000
1.32
13
12,926,000
0.87
14
12,565,000
0.85
15
9,962,000
0.67
16
8,600,000
0.58
17
7,739,500
0.52
18
7,646,000
0.52
19
7,000,000
0.47
20
6,000,000
0.41
21
6,000,000
0.41
1,043,868,984
70.50
TOTAL
104
Analysis of Shareholdings
As at 3 March 2015
SUBSTANTIAL SHAREHOLDERS
As at 3 March 2015
No. of shares
No. of shares
in which the
held registered
substantial
in the names of
shareholders is
the substantial
deemed to have
Total Shareholding
% of Total Issued
shareholders
an interest
Interest
Shares(1)
495,452,550
495,452,550
33.46
18,000,000
495,452,550(2)
513,452,550
34.68
Notes
(1) As a percentage of the total issued share capital of the Company, comprising 1,480,709,604 Shares.
(2) These shares are held in the name of Koastal Industries Pte Ltd in which Mr Ting Teck Jin is a controlling shareholder and a director.
105
To receive and adopt the Directors Report and Audited Accounts of the Company for the year ended 31
December 2014 together with the Auditors Report thereon.
(Resolution 1)
2.
To approve Non-Executive Directors fees of S$135,000 for the financial year ending 31 December 2015
(2014: S$135,000)
(Resolution 2)
3.
To re-elect Mr Ting Teck Jin as a Director retiring pursuant to Article 107 of the Companys Articles of
Association.
(Resolution 3)
4.
To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50 of
Singapore:
That pursuant to Section 153(6) of the Companies Act, Cap. 50 of Singapore, Mr Ung Gim Sei
be re-appointed a Director of the Company to hold office until the next Annual General Meeting.
[See Explanatory Note (i)]
(Resolution 4)
Mr Ung Gim Sei will, upon re-appointment as a Director of the Company, remains as Chairman of
Nominating and Remuneration Committees and a member of the Audit Committee and will be considered
independent for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of
the Singapore Exchange Securities Trading Limited. Save as disclosed herein, Mr Ung does not have
any relationship including immediate family relationship with the Directors, the Company or its 10%
shareholders (as defined in the Code). The detailed information of Mr Ung can be found under the section
entitled Board of Directors in page 9 of the Annual Report.
5.
To re-appoint Messrs Nexia TS Public Accounting Corporation as the Companys auditors and to authorise
the Directors to fix their remuneration.
(Resolution 5)
6.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following Resolutions, with or without any modifications:
7.
Authority to allot and issue shares in the capital of the Company (Shares) Share Issue Mandate
That, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule 806 of the
Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual Section B: Rules of Catalist (the
Catalist Rules), 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 (Shares) (whether by way of rights,
bonus or otherwise); and/or
106
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
notwithstanding that the authority conferred by this Resolution may have ceased to be in force,
issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution
is in force,
provided that:
(1)
the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution), to be issued pursuant to this Resolution does not
exceed one hundred per cent (100%) of the total number of issued Shares excluding treasury
shares of the Company (as calculated in accordance with sub-paragraph (2) below), of which the
aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders
of the Company (including Shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) does not exceed fifty per cent (50%) of the total number of issued
Shares excluding treasury shares of the Company (as calculated in accordance with sub-paragraph
(2) below);
(2)
(subject to such manner of calculations as may be prescribed by the SGX-ST), for the purpose of
determining the aggregate number of Shares that may be issued under sub- paragraph (1) above,
the percentage of the total number of issued Shares excluding treasury shares shall be based
on the total number of issued Shares excluding treasury shares of the Company at the time this
Resolution is passed after adjusting for:
(i)
new Shares arising from the conversion or exercise of any Instruments or any convertible
securities;
(ii)
new Shares arising from exercising of share options or vesting of share awards outstanding
and/or subsisting at the time of the passing of this Resolution, provided that the share
options or share awards were granted in compliance with Part VIII of Chapter 8 of the Rules
of Catalist; and
(iii)
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Catalist Rules for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
107
(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 AGM or the date by which the
next AGM of the Company is required by law to be held, whichever is the earlier.
Authority to grant options and issue shares under the EMS Energy Employee Share Option Scheme and
EMS Energy Performance Share Plan
To consider and, if thought fit, to pass the following as an ordinary resolution, with or without
modifications:
That, pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore, the Directors of the
Company be and are hereby authorised to offer and grant options and share awards in
accordance with the EMS Energy Employee Share Option Scheme (the Scheme) and the EMS
Energy Performance Share Plan (the Plan) and to issue such shares as may be required to be
issued pursuant to the exercise of the options under the Scheme and the Plan provided always
that the aggregate number of shares to be issued pursuant to the Scheme and the Plan shall not
exceed fifteen per cent. (15%) of the issued share capital of the Company from time to time.
(Resolution 7)
Renewal of a Shareholders Mandate for the Company to purchase its own Shares (the Share Purchase
Mandate)
That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the
Companies Act), the exercise by the Directors of the Company of all the powers of the Company
to purchase or otherwise acquire ordinary shares in the capital of the Company (Shares) not
exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices
as may be determined by the Directors from time to time up to the Maximum Price (as hereafter
defined), whether by way of:
(i)
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any
equal access scheme(s) as may be determined or formulated by the Directors as they
consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies
Act, and otherwise in accordance with all laws, regulations and rules of the SGX-ST as may
for the time being be applicable, be and is hereby authorised and approved generally and
unconditionally;
108
unless varied or revoked by the Company in general meeting, the authority conferred on the
Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
Directors at any time and from time to time during the period commencing from the date of the
passing of this Resolution and expiring on the earlier of:
(i)
(ii)
the date by which the next annual general meeting of the Company is required by law to be
held;
(iii)
the date on which shares purchases and acquisitions have been carried out to the full extent
mandated; or
(iv)
the time when the Share Purchase Mandate is revoked or varied by the Shareholders of the
Company in general meeting.
(c)
in this Resolution:
Maximum Percentage means the number of Shares representing ten per cent. (10%) of the issued
ordinary share capital of the Company as at the date of the passing of this Resolution; and
Maximum Price in relation to a Share to be purchased or acquired, means the purchase price
(excluding brokerage, commissions, stamp duties, applicable goods and services tax and other
related expenses) which shall not exceed:
(i)
in the case of a market purchase, one hundred and five per cent. (105%) of the average
closing market price. For this purpose, the average closing market price is the average of the
closing market prices of the Shares transacted on the SGX-ST over the last five (5) market
days (on which transactions in the Shares are recorded) immediately preceding the date of
the market purchase by the Company and deemed to be adjusted in accordance with the
listing rules of the SGX-ST for any corporate action which occurs after the relevant five (5)
day period; and
(ii)
in the case of an off-market purchase, one hundred and twenty per cent. (120%) of the
average closing market price. For this purpose, the average closing market price is the
average of the closing market prices of the Shares transacted on the SGX-ST over the last five
(5) market days (on which transactions in the Shares are recorded) immediately preceding
the date of the market purchase by the Company and deemed to be adjusted in accordance
with the listing rules of the SGX-ST for any corporate action which occurs after the relevant
five (5) day period.
109
The Directors of the Company be and are hereby authorised to take all necessary steps and to
negotiate, finalise and enter into all transactions, arrangements and agreements and to execute
all such documents (including but not limited to the execution of application forms and transfers)
with full and discretionary powers to make or assent to any modifications or amendments thereto in
any manner they may deem necessary, expedient, incidental or in the interests of the Company and
the Group for the purposes of giving effect to this Resolution and the transactions contemplated
thereunder. [See Explanatory Note (iv)]
10.
(Resolution 8)
approval be and is hereby given, for the purposes of Chapter 9 of the Catalist Rules, for the
Company, its subsidiaries and associated companies (if any) (Group) or any of them that are
deemed an entity at risk as defined in Chapter 9 of the Catalist Rules, to enter into any of the
transactions falling within the type of Interested Person Transactions as defined and set out in
the Companys Letter to Shareholders dated 27 March 2015 (the Letter), with any party who
falls within the classes of Interested Persons as defined and set out in the Letter, the Interested
Person Transactions are carried out in the ordinary course of business, on normal commercial
terms and are not prejudicial to the interests of the Company and its minority Shareholders, and
is in accordance with the guidelines and review procedures for the Interested Person Transactions
as set out in the Letter (IPT Mandate);
(b)
such approval given in paragraph (a) above shall, unless revoked or varied by the Company in
general meeting, 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; and
(c)
the Audit Committee of the Company be and are hereby authorised to complete and do all such
acts and things (including, without limitation, executing all such documents as may be required)
as they may consider expedient or necessary or in the interests of the Company to give effect to
the IPT Mandate and/or this Ordinary Resolution. [See Explanatory Note (v)]
110
(Resolution 9)
The effect of the Ordinary Resolution 4 proposed in item 4 above, is to re-appoint a director who is over
70 years of age.
(ii)
The Ordinary Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the
date of the above annual general meeting until the date of the next annual general meeting, to allot and
issue shares and convertible securities in the Company. The aggregate number of Shares and convertible
securities, which the Directors may allot and issue under this Resolution shall not exceed 100% of the
total number of issued Shares excluding treasury shares of the Company at the time of passing this
Resolution. For allotment and issue of Shares and convertible securities other than on a pro-rata basis
to all shareholders of the Company, the aggregate number of Shares and convertible securities to be
allotted and issued shall not exceed 50% of the total number of issued Shares excluding treasury shares
of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at
the next annual general meeting.
(iii)
The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors of the Company,
to grant options and to allot and issue shares upon the exercise of such options in accordance with the
Scheme and the Plan.
(iv)
The Ordinary Resolution 8 proposed in item 9 above is to renew the Share Purchase Mandate which
was originally approved by shareholders on 22 August 2009. Please refer to the Companys Letter to
Shareholders dated 27 March 2015 for details.
(v)
The Ordinary Resolution 9 in item 10 above, if passed, will empower the Group, from the date of this
annual general meeting of the Company until 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, or such
authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to enter
into the Interested Person Transactions as described in the Companys Letter to Shareholders and to do
all acts necessary to give effect to the IPT Mandate. In accordance with the requirements of Chapter 9 of
the Catalist Rules, Mr Ting Teck Jin will abstain and has also undertaken that his associates will abstain,
from voting on this Ordinary Resolution 9 in relation to the proposed renewal of the IPT Mandate.
The Audit Committee of the Company has reviewed the terms of the IPT Mandate and is satisfied that
the guidelines and review procedures for the Interested Person Transactions as set out in the Companys
Letter to Shareholders dated 27 March 2015 have not changed since the IPT Mandate was renewed at
the annual general meeting of the Company held on 26 April 2014. The Audit Committee of the Company
is also of the view that the guidelines and review procedures for the Interested Person Transactions are
adequate to ensure that the Interested Person Transactions will be transacted on arms length basis and
on normal commercial terms and will not be prejudicial to the interests of the Company and its minority
shareholders.
111
A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to
attend and vote instead of him. A proxy need not be a Member of the Company.
2.
If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised
officer or attorney.
3.
The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Robinson
Road, #17-00 AIA Tower, Singapore 048542 not less than forty-eight (48) hours before the time for holding
the Annual General Meeting.
112
IMPORTANT:
1. For investors who have used their CPF monies to buy
EMS Energy Limiteds shares, this Report is forwarded
to them at the request of the CPF Approved Nominees
and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and
shall be ineffective for all intents and purposes if used
or purported to be used by them.
3. CPF investors who wish to attend the Meeting as
an observer must submit their requests through
their CPF Approved Nominees within the time
frame specified. If they also wish to vote, they
must submit their voting instructions to the
CPF Approved Nominees within the time frame
specified to enable them to vote on their behalf.
PROXY FORM
(Please see notes overleaf before completing this Form)
I/We,
of
(address)
NRIC/
Passport No.
Address
Proportion of
Shareholdings (%)
No. of shares
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the Annual General Meeting of the Company
to be held at 1 Robinson Road #18-00, AIA Tower, Singapore 048542 on Saturday, 11 April 2015 at 9.00 a.m. and at any
adjournment thereof. I/We direct my/our proxy to vote for or against the Resolutions to be proposed at the Meeting as
hereunder indicated.
(Please indicate your vote For or Against with a tick [] within the box provided.)
No.
For
1.
Directors Report and Audited Accounts for the financial year ended 31 December 2014.
2.
Approval of the payment of Non-Executive Directors Fees of S$135,000 for the financial
year ending 31 December 2015.
3.
4.
5.
6.
7.
Authority to grant options and issue shares under the EMS Energy Employee Share Option
Scheme and EMS Energy Performance Share Plan.
8.
Renewal of a Shareholders Mandate for the Company to purchase its own Shares (the
Share Purchase Mandate).
9.
Dated this
day of
Against
2015
Total number of Shares in: No. of Shares Held
(a) CDP Register
(b) Register of Members
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF
Notes:
1.
A member should insert the total number of shares held by him. If the member has shares entered against his name in the Depository
Register (as defined in Section 130A) of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If
the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares.
If the member has shares entered against his name in Depository Register and shares registered in his name in the Register of
Members, he should insert the aggregate number of shares. If no number is inserted, the instrument appointing a proxy or proxies
will be deemed to relate to all the shares held by the member.
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 two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding
(expressed as 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 Robinson Road, #17-00
AIA Tower, Singapore 048542 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 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.
Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or a
duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing
which the instrument may be treated as invalid.
7.
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 Companies Act, Chapter 50 of
Singapore.
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.
Corporate Information
BOARD OF DIRECTORS
Mr Ting Teck Jin
Executive Chairman and Chief Executive Officer
Mr Lim Poh Boon
Non-Executive and Independent Director
Contents
Corporate Profile
01
Chairmans Statement
02
04
Financial Highlights
06
Board of Directors
08
Executive Officers
10
Corporate Structure
12
13
Directors Report
32
Statement by Directors
37
E info@EMSenergy.com.sg
W www.EMSenergy.com.sg
38
Consolidated Statement of
Comprehensive Income
40
Balance Sheets
41
43
44
Analysis of Shareholdings
104
106
Proxy Form
This annual report has been prepared by the Company and its contents have been reviewed by the Companys sponsor, PrimePartners Corporate Finance
Pte. Ltd. (the Sponsor), for compliance with the Singapore Exchange Securities Trading Limited (the SGX-ST) Listing Manual Section B: Rules of
Catalist. The Sponsor has not verified the contents of this annual report.
This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this
annual report, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this
annual report.
The contact person for the Sponsor is Mr Thomas Lam, Associate Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffles,
Singapore 049318, telephone (65) 6229 8088.
ANNUAL
REPORT
2014
Seizing Opportunities