cmz holdings ltd. outdoor I get zipped

Transcription

cmz holdings ltd.
outdoor I get zipped
Over 25 years of development
and commitment, the Group
today is a leading zipper
manufacturer in the PRC with
our zipper brand name –
“CMZ”
1
cmz holdings ltd.
04 Corporate Profile
05 Chairman’s and CEO Statement
08 Board of Directors
10
Key Management
11 Financial and Operational Highlight
15 Our Products
2
cmz holdings ltd.
2011 I annual report
cmz holdings ltd.
PRODUCTION
ART VERITAS PTE LTD
CMZ HOLDINGS LTD.
HEADQUARTERS
112 Robinson Road, #12-04
Singapore 068902
www.cmz-holdings.com
CHINA OFFICE
Yixing Economic
Development Zone,
Jiangsu Province, PRC
For enquiries,email us at:
Email: ir@cmz-zipper.com
PUBLISHER
CMZ HOLDINGS LTD.
Singapore 068902
DESIGN AND PRODUCTION
ART VERITAS
Copyright © 2011 CMZ.
All rights reserved.
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cmz holdings ltd.
CMZ HOLDINGS LTD I 驰马拉链控股有限公司
OUR CUSTOMERS
These are some of the international and
PRC brand names we serve:
LEVI’S, Calvin Klein, UMBRO, TARGET,
G-STAR RAW, PUMA, GUESS, WAL MART,
Bosideng, MARKS & SPENCER, REEBOK,
Etam, ROUSE GROUP CO., LTD., DKNY,
Lotto, BESTSELLER, PEACEBIRD, Europe
Carrefour, Meters Bonwe and E•LAND ETC
CMZ Zipper (Wuxi) Co., Ltd
驰马拉链(无锡)有限公司
CMZ Zipper (Hong Kong) Co., Ltd
驰马拉链(香港)有限公司
CMZ Holdings Ltd. (“the Group”) is one of the China’s top 10 zippers brand with outstanding leadership
position in the zipper industry, specialized in producing and selling complete metal, resin and nylon
zippers to branded mid-to-high end garment.
Through years of continuous research and development and marketing, we have created a brand
name – “CMZ” – for our zippers. The consistent high and stable quality of CMZ zippers has won wide
recognition from the domestic as well as the international garment market which pays a premium for
quality zippers.
With production based in Yixing city, Jiangsu Province, PRC, the Group’s
has production capacity of 400 million zippers per annum, servicing
over 2000 customers spanning the PRC, Europe, USA, Asia and Middle
East, that cover renowned international garment brands like Calvin
Klein, DKNY, Kappa, Levi’s, Guess, Reebok, Wal-mart, Carrefour Europe,
Bosideng and E-land and many others.
The Group focuses on enhancing its brand name through continuous
improvement and innovation of its products and production processes.
It has achieved ISO 9001 standard and its zippers’ quality have passed
various critical industrial quality standards like the ASTM, BS, JIS and
AS. These international quality standards serve as pre-requisite for
our zippers to qualify for uses in the mid-to-high garment. The Group
has also obtained the Oeko-Tex Standard 100 certificate, which is an
international accreditation for environment-friendly products.
The Group was listed on the main board of Singapore Exchange
Securities Trading Limited on 16 July 2007.
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cmz holdings ltd.
corporate
information
企业资料
BOARD OF DIRECTORS
董事局
Executive :
执行:
Shao Kesheng (Executive Chairman)
邵克生 (执行主席)
Shao Dajun (Executive Director &
Chief Executive Officer)
邵达君 (执行董事兼首席执行官)
Non-Executive :
非执行:
Shen Bin
沈斌
Lien Kait Long (Lead Independent Director)
连克农 (首席独立董事)
Siow Chee Keong (Independent Director)
萧子强 (独立董事)
AUDIT COMMITTEE
审计委员会
Lien Kait Long (Chairman)
连克农(主席)
Siow Chee Keong
萧子强
Shen Bin
沈斌
NOMINATING COMMITTEE
提名委员会
Siow Chee Keong (Chairman)
萧子强 (主席)
Shao Dajun
邵达君
Shen Bin
沈斌
REMUNERATION COMMITTEE
薪酬委员会
Siow Chee Keong (Chairman)
萧子强 (主席)
Lien Kait Long
连克农
Shen Bin
沈斌
COMPANY SECRETARY
公司秘书
Lim Mee Fun, ACIS
REGISTERED OFFICE
注册办事处
112 Robinson Road #12-04
Singapore 068902
Telephone : (65) 6220 9070
Facsimile : (65) 6223 9177
PRINCIPAL PLACE OF BUSINESS
主要营业地点
Yixing Economic Development Zone,
宜兴经济开发区
Jiangsu Province, PRC
江苏省, 中国
Telephone : (86) 510 8786 1888
Facsimile : (86) 510 8786 1608
Website : www.cmz-holdings.com
SHARE REGISTRAR
股票登记处
Tricor Barbinder Share Registration Services
(A division of Tricor Singapore Pte. Ltd.)
8 Cross Street
#11-00 PWC Building
Singapore 048424
AUDITORS
审计师
Crowe Horwath First Trust LLP
(Public Accountants and
Certified Public Accountants)
7 Temasek Boulevard #11-01
Suntec Tower One
Singapore 038987
AUDIT PARTNER-IN-CHARGE
审计合伙负责人
Goh Sia
(Appointed with effect from financial
year ended 31 March 2010)
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cmz holdings ltd.
chairman’s and
ceo’s statement
主席和首席执行官致辞
稳健-成长
SHAO DAJUN 邵达君
SHAO KESHENG 邵克生
Executive Director and CEO
执行董事和首席执行官
Executive Chairman
执行主席
DEAR SHAREHOLDERS,
各位尊敬的股东，
On behalf of the Board of Directors of CMZ Holdings Ltd.
我们谨代表驰马拉链控股有限公司(“集团” 或“CMZ”
或“驰马”）董事局，很荣幸地向大家呈报截至2011年3
月31日（“2011财务年”）的年度股东报告。
(the “Group” or “CMZ”), we are pleased to present our
Annual Report for the financial year ended 31 March 2011
(“FY2011”).
FY2011 has been a challenging year for our Group due to a
complex global and domestic economic development. With
the enthusiasm to further excel in the PRC zipper industry
and on the back of the gradual global economic recovery,
the Group registered a continuous growth in its revenue
and net profit. During the year, we recorded total revenue
of RMB253.9 million and net profit of RMB45.3 million,
representing a growth of 30.5% and 18.5% respectively
when compared with previous year. The overall quantities
of zippers sold in FY2011 increased year-on-year by 20.4%
to 219.8 million pieces.
2011财务年是本集团在较为复杂的国际国内环境下艰苦奋
斗的一年。我们秉着在中国拉链制造行业中持续成长的热
忱，加上环球经济逐渐的复苏，保持了集团经营持续的增
长。在这一年，我们取得了约人民币2.54亿的销售收入和
人民币4530万的净利润。销售收入和净利润的同比增长分
别为30.5%和18.5%。拉链总体的销售量达到了20.4%的年增
长，总共2.2亿条。
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cmz holdings ltd.
chairman’s and
ceo’s statement
During FY2011, the Group accomplished its plan to
rationalize the production flows of its resin and nylon
zippers where a new production plant, with a total built
up area of 8,717 square meters and construction cost of
approximately RMB11.2 million, was constructed to house
the manufacturing facilities of resin zippers separately from
those of nylon zippers. We believe that the rationalization
plan will allow us to increase our manufacturing efficiencies
and to meet strengthen quality requirement of our zippers
from customers. We have also invested approximately
RMB12.0 million to acquire various new production
equipment to i) automate certain zipper manufacturing
processes so as to reduce reliance on our labour force,
ii) improve manufacturing efficiencies, and iii) enhance
在2011财务年间，我们完成了优化树脂拉链和尼龙拉链
生产流程的重大计划。在这计划里，我们建造了一座全新
的树脂拉链生产大楼。这座大楼的总建造面积为8717平方
米，总耗资约人民币1120万，用以装备生产树脂拉链的全
部设备和工序。在这计划完成后，树脂拉链和尼龙拉链的
生产设备和工序已完全分割在各自的生产大楼。我们相信
这个生产布局，将易于我们提升生产效率，以迎合客户对
我们拉链日益严峻的品质要求。此外，我们也投资了约人
民币1200万在新的生产设备上。这些生产设备的投资主要
目的有 i)自动化一些拉链生产流程，以减低对劳动力的依
赖性，ii) 提高生产效率，和 iii) 优化产品功能和外观设
计。这些资本支出，虽然没有直接扩大我们的生产能力, 但
是对于维持我们在市场上的竞争地位和产品的竞争力是非
常重要的。
our products performance and appearance. These capital
expenditure, although did not entails directly to significantly
increase in our production capacities, are crucial in
maintaining our market and products competitiveness.
The Group had completed its capital reduction exercise
as announced in previous year, where a cash distribution
of approximately RMB44.8 million was made to the
shareholders. Notwithstanding with this exercise, the
cash position of the Group remained healthy for future
operation.
集团也完成了在上财务年度公布的削减股本计划。这计划
里，集团为股东们以现金支付方式分配了共约人民币4480
万。尽管如此，集团的资金情况还是保持稳健的。
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cmz holdings ltd.
chairman’s and
ceo’s statement
OUTLOOK AND DEVELOPMENT STRATEGY
今后展望和发展策略
While the global economy is gradually recovering from
在环球经济逐渐复苏, 中国整体的服装出口持续增长的情
况下, 我们对于今后集团的发展和扩张策略上, 由于人民币
汇率的上涨，还有中国国内不断上升的劳动成本及更为严
格的环保形势,我们保持了谨慎的态度。这是因为人民币汇
率的提高将不利于中国服装的出口业务，而不断上涨的劳
动成本，对于我们作为劳动密集性的制造行业，影响了我
们的盈利能力，更为严格的环保要求将限制了我们在本地
的发展。这也是我们没有采取扩大产能，而选择了自动化
生产流程的投入的原因。
the 2008 financial crisis, and overall PRC garment and
apparel exports continues its ascending strength, the
Group remains prudent in our development and expansion
strategies, in view of the appreciation trend of RMB against
the world major currencies, as well as the rising labour
cost and higher pollution and environmental compliance
measures in the PRC. While strong RMB posts threat to
further growth of the export of garment and apparel from
PRC, and hence the demand for our zippers, the rising
labour cost will deteriorate profit margin of our industry
which is labour intensive, and the strengthening measures
on pollution and environmental controls in the PRC will
affect our future development.This explained the reason for
our capital expenditure on process automation equipment,
instead of expanding our manufacturing capacities.
The Group will remain cautious in all aspects, and will
further strengthen its effort to formulate and implement
appropriate production and marketing strategies in order
to generate future growth of our market presence and
profitability.
集团将在各方面继续保持谨慎的经营管理, 并将加倍努力的
营造和采取适当的生产和市场策略, 以争取继续壮大我们的
市场位置和盈利能力。
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cmz holdings ltd.
board of
directors
MR.SHAO KESHENG
Executive Chairman and Executive Director
Mr. Shao Kesheng is our Executive Chairman and Executive
Director and was appointed to our Board in November
2005. He was also the Chairman of our subsidiary, CMZ
Zipper (Wuxi) Co., Ltd. (“CMZ Zipper”). Mr. Shao has
more than 20 years of experience in the zipper industry
and is responsible for directing our Group’s overall
strategy and growth. He founded our Group in 1985 with
the establishment of Yixing Chima Zipper Plant (宜兴驰马
拉链厂) and has through the years been instrumental in
leading the Group’s expansion and growth. Prior to that,
from 1981 to 1986, he was the head of plant operations in
Yixing Textile Plant (宜兴市纺织厂). From 1975 to 1981, Mr.
Shao was the head of supply and sales division of Yixing
Qiting Chemical Plant (宜兴市屺亭化工厂).
MR.SHAO DAJUN
CEO and Executive Director
Mr. Shao Dajun is our CEO and Executive Director and was
appointed to our Board in March 2007. He is responsible
for the management of our Group’s business operations.
He is also the general manager of CMZ Zipper in charge
of overall business operations since January 1999. From
August 1998 to December 1998, he was the head of plant of
CMZ Zipper. Mr. Shao joined CMZ Zipper in January 1993.
From January 1993 to July 1998, he held various positions
including procurement officer, head of supply division,
head of planning and operations department and deputy
head of CMZ Zipper. Prior to that, Mr. Shao was a general
worker with Yixing Food Mechanical Plant (宜兴市粮食机
械厂) from July 1992 to December 1992.
Mr. Shao graduated from Yancheng Institute of Technology
(盐城工学院) (formally known as Yancheng Vocational
College (盐城工业专科学院) with a diploma in mechanical
engineering in 1992. As testament of his leadership and
management capabilities, he has been awarded awards
including the “The Fourth Ten Outstanding Young Rural
Entrepreneur of Jiangsu Province” (第四届江苏省十大
杰出青年乡镇企业家) in 2000 and “Caring Employer and
Outstanding Entrepreneur of Jiangsu” (关爱员工优秀民营
企业家) in 2005.
Shao Dajun is the son-in-law of our Executive Chairman
and Executive Director, Shao Kesheng.
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cmz holdings ltd.
MR.SHEN BIN
Non-Executive Director
Mr. Shen Bin is our Non-Executive Director and was
appointed to our Board in March 2007. Since September
2006, Mr. Shen held the position of deputy general manager
of the International Trading and Business Department of
Shanghai Longtou (Group) Stock Co., Ltd (上海龙头（集
团）股份有限公司), a listed company in the PRC engaged in
the garment manufacturing and trading business.
Mr. Shen started his career in 1968 and was a platoon
leader in the Heilongjiang No. 67 Production and
Construction Corps (黑龙江生产建设兵团67团) from 1970
to 1971. Between 1971 and 1979, he was a security officer
and head of armed forces of the Heilongjiang Reclamation
Bureau Chahayang Agricultural Affairs Taipinghu (黑龙江
农垦局查哈阳农务太平湖). Between 1979 and 1985, he was
the production room in charge of garment production at
Shanghai No.9 Knitting Plant (上海针织九厂), which is
engaged in the principal business of manufacture and sale
of inner-garment. From 1987 to March 2007, Mr. Shen held
the position of deputy general manager of Shanghai Three
Gun Group, and from 1989 to March 2007, he was also the
general manger of Shanghai Three Gun Group Import and
Export Co., Ltd (上海三枪进出口有限公司), both companies
of which are the subsidiaries of Shanghai Longtou (Group)
Stock Co., Ltd.
Mr. Shen sits on the several committees including the
Shanghai Foreign Economic and Trading Enterprises
Association (Third Committee) (上海对外经济贸易企业
协会第三届常务) as a director of the Third Committee,
Shanghai International Chamber of Commerce, Shanghai
World Trade Center Association (上海国际纺织商会) as
a Committee Director and the China Textile Chamber of
Commerce (中国纺织商会) as a Committee Director. He
obtained a Tertiary certificate from the Shanghai Textile
Industry Bureau Committee School (中国上海市纺织工业局
委员会党校), Professional Management Training Class (党
政管理专业干部培训班) in 1987.
MR.LIEN KAIT LONG
Lead Independent Director
Mr. Lien Kait Long is our Lead Independent Director
and was appointed to our Board in May 2007. He has
extensive experience in accounting and finance, corporate
management and business investment. He currently
serves as an independent director on the board of several
Singapore and Chinese companies listed on the Singapore
Exchange Securities Trading Limited. The listed companies
that he has present and prior experience in are from diverse
industries including manufacturing, telecommunications,
offshore and marine, oil and gas service provider, stocklist
cum trading, textile and food and beverage. He has held
a number of senior management positions as well as
executive directorships in various public and private
corporations in Singapore, Hong Kong and China. Between
March 2004 and March 2006, he was the deputy president
of Shenzhen Flink Investment & Development Co., Ltd.
Prior to that, between 2002 and 2003, Mr. Lien was the
finance director of PDC Corp. Ltd. Prior to that, he was an
Executive Director in China Strategic Holdings Limited
(Hong Kong) from 1998 to 2002. Between 1996 and 1998,
Lien Kait Long was the General Manager in charge of the
China division of Hong Leong Corporation Limited and
was responsible for overseeing the group’s joint venture
operations in China. He was also the Director of China
Yuchai International Ltd. at the same time. From 1993 to
1996, he was in charge of international operations of the
RGM Group, a conglomerate of diverse businesses and
was also a director in charge of international operations
in Asia Pacific Resources International Limited. He was the
finance director of China Strategic Holdings Limited (Hong
Kong) from 1992 to 1993. Between 1981 to 1992, he was
the General Manager (Finance and Investment) of United
Industrial Corporation Ltd.
Mr. Lien holds a degree in Bachelor of Commerce from
Nanyang University, and is a fellow of the Institute of
Certified Public Accountants of Singapore since July 2004
and of CPA Australia since May 2004.
MR.SIOW CHEE KEONG
Independent Director
Mr. Siow Chee Keong is our Independent Director and was
appointed to our Board in May 2007. He has more than 30
years of audit and management experience in operations,
business systems, information technology, finance, and
accounting with commercial and financial organizations in
Canada, U.S.A, England and Singapore. Among his many
accomplishment, he has established and managed internal
audit functions of two stock exchanges and depositories,
namely the Singapore Stock Exchange and the Vancouver
Stock Exchange, West Canada Depository Trust Company
and Central Depository (Pte) Limited, and a financial
institution, namely Principal Group Limited. He is currently
an audit and risk management consultant and offers his
services to public listed companies.
Mr. Siow qualified as a Chartered Certified Accountant
with the Association of Chartered Certified Accountants in
1981, a Certified Internal Auditor of the Institute of Internal
Auditors Inc. in 1985 and a Certified General Accountants
of Canada in 1990. He graduated from the University of
Warwick, England, with a Master of Business Administration
in 1998.
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cmz holdings ltd.
key
management
MR. DAI HANQUAN
Head of Sales and Marketing
various positions since then. Mr. Yu graduated in 1999
from Yancheng Institute of Technology (盐城工学院) with
a Diploma in Business Management (Financial Accounting)
Mr. Dai Hanquan is our head of sales and marketing
and also obtained an Operations Head Training Certificate
and is responsible for planning the sales and marketing
from the Fudan University, College of Continuing Education
activities of our Group. Mr. Dai joined CMZ Zipper as
(复旦大学继续教育学院).
sales representative in January 2003 after he completed
his undergraduate course from the Yancheng Institute
of Technology (盐城工学院). He was promoted as the
manager of International Trade Department of CMZ Zipper
in January 2006 and to his present position as head of sales
MR. DAI YUANYANG
Head Of Human Resource
And Administrative Department
and marketing in August 2010.
Mr. Dai Yuanyang is our head of human resource and
MR. LI YONGJIAN
responsible for planning, directing and coordinating human
Financial Controller
administrative department since August 2010, and is
resource management activities for CMZ Zipper. Before
joining CMZ Zipper in January 2006 as the human resource
Mr. Li Yongjian is our financial controller. He joined CMZ
manager, Mr. Dai was the marketing executive and project
Zipper in January 2003 as the finance manager, and was
manager of Shanghai Rong Fu Exhibition Service Co., Ltd
promoted to his present position as the financial controller
from January 2001 to December 2002. From January 2003
in January 2011. His responsibilities include overseeing the
to June 2004, he was the Senior Business Manager of Cai
financial, accounting and taxation aspects of our Group.
Zhi Corporate Development Co., Ltd (Wuxi Branch). From
He started his career in the finance and accounting field in
July 2004 to December 2005, he was the Senior Trainer
March 1975 when he joined Yixing Qiting Fire Resistance
of Hua Runjing Core Semiconductor Co., Ltd. Mr. Dai
Factory as the accounts technician. From February 1985
attained diploma in computer application from the Huaihai
to February 2000, he was the chief accountant of various
Technology Eastport College (淮海工学院东港学院) in
government owned entities under the Yixing Qiting Town
1998, and completed his human resource management
Co-operations and Yixing Qiting Cold Storage Equipment
course in the Xuzhou Technology College (徐州工程学院)
Factory. From February 2000 to December 2002, he was the
in 2008.
chief accountant of Yixing City HuaShi Chemical Factory
before joining CMZ Zipper in January 2003. Mr. Li holds
diploma in Finance and Accounting of the International
MR. WANG XIAOPING
Head Of Research & Development Department
Business Faculty of Nanjing University, China, and was
accredited as Accounting technical professional by China
Mr. Wang Xiaoping is our head of research & development
Wuxi Accounting Bureau Committee in 1995.
department and is responsible for research work and
developing of new products of the Group. Mr. Wang
MR. YU SHIYANG
Head Of Operations
joined CMZ Zipper in August 1985 when he began his
career as the repair technician. Over the years, he had
assumed various positions in CMZ Zipper that include
Mr. Yu Shiyang is our head of operations and is responsible
the production supervisor of zipper tape production floor,
for our Group’s production planning requirements. Since
production supervisor of metal zipper production floor,
November 2006, he has been in charge of the operations
team supervisor for technical and plant department, as
of CMZ Zipper. Prior to that, Mr. Yu was the manager of
well as the technical and construction manager. With his
planning department and deputy general manager of the
vast knowledge in zipper production process, he was
production department of CMZ Zipper between July 2006
promoted to his present position as the head of research &
and October 2006. He was also the manager of the supply
development department.
department of CMZ Zipper from January 2006 to October
2006. Mr. Yu joined CMZ Zipper in July 1999 and assumed
11
cmz holdings ltd.
financial and
operational
highlight
集团财务和运营摘要
2011-
17.8%
net profit margin
2010-
2009 -
net profit margin
net profit margin
19.6%
20.0%
FY2011
2011 财务年
RMB’000
FY2010
2010 财务年
RMB’000
FY2009
2009 财务年
RMB’000
Revenue 收入
Gross profit 毛利
Profit before tax 税前利润
Profit after tax 税后利润
Gross profit margin 毛利率
Net profit margin 净利率
253,870
98,876
52,758
45,265
38.9%
17.8%
194,543
80,269
44,584
38,190
41.3%
19.6%
171,983
68,305
40,087
34,415
39.7%
20.0%
AS AT THE YEAR END
Total assets 资产合计
Total equity 股东权益
Total liabilities 负债总计
Debts-to-equity ratio (times) 资本负债率
257,330
211,369
45,961
-
237,618
209,344
28,274
-
204,249
182,911
21,338
-
15.2
12.8
11.4
71.0
21%
18%
70.3
18%
16%
61.4
19%
17%
FOR THE YEAR
PER SHARE
Earnings per share (RMBcents) 每股收益(人民币分)
- Basic 基本
Net assets value (RMBcents)
每股净资产 (人民币分)
Return on shareholders’ equity 股权收益率
Return on total assets 总资产收益率
12
cmz holdings ltd.
financial and
operational
highlight
revenue 收入 (“RMB'000")
(人民币千元)
net profit 净利润 (“RMB'000")
(人民币千元)
194,543
45,265
253,870
38,190
171,983
FY2009
34,415
FY2010
FY2011
FY2009
FY2010
FY2011
harvest
REVIEW OF OPERATING RESULTS
经营业绩回顾
For the financial year ended 31 March 2011 (“FY2011”),
集团在FY2011财务年取得了共计人民币2.54亿的总销售收
入, 相比FY2010财务年人民币1.94亿的总销售, 实现了大约
30.5%的增长率。这个增长率主要是由于FY2011财务年的
总拉链销售数量同比增长了20.4%，还有FY2011年较高的
拉链销售平均单价也是其中的原因。FY2011财务年, 集团
的总拉链销售数量达到了约2.20亿条, 而FY2010财务年的
总拉链销售数量为1.82亿条。
the Group registered total revenue of RMB253.9 million,
an increase of 30.5% from RMB194.5 million for FY2010.
This was primarily due to an increase of 20.4% in overall
quantities of zippers sold in FY2011 compared to that of
FY2010, coupled with increase in average selling price of
zippers. The Group sold 219.8 million pieces of zippers in
FY2011 and 182.6 million pieces of zippers in FY2010.
In tandem with the increase in revenue, the Group’s gross
profit increased by RMB18.6 million or 23.2% in FY2011 to
RMB98.9 million. However, as a result of higher cost of raw
materials and production wages, the Group’s gross profit
随着总销售收入的增长, 集团在FY2011财务年的毛利总额
也增长了约人民币1,860万, 或23.2%至人民币9,890万。然
而，由于原材料价格和生产员工工资的增长，FY2011财务
年间, 集团的毛利率从FY2010财务年的41.3%降至38.9%。
margin declined by 2.4% from 41.3% in FY2010 to 38.9%
in FY2011.
Selling and distribution expenses increased by RMB2.1
million or 14.4% to RMB16.4 million in FY2011. The increase
was due mainly to increase in sales activities in FY2011 which
led to higher salaries and wages to sales representatives.
FY2011财务年的销售费用共增加了约人民币210万至人民
币 1,640万，这主要是因为FY2011财务年销售活动的增加,
促使了较高的销售人员工资和佣金等费用。
13
cmz holdings ltd.
financial and
operational
highlight
Administrative expenses increased by RMB6.7 million or
26.7% to RMB31.8 million in FY2011. The increase was due
mainly to increase in wages and salaries, and expenses
related to staff benefit, increase in travelling expenses and
FY2011财务年的管理费用共增加了约人民币670万至人民
币 3,180万，这主要是由于管理人员工资, 社会保险, 员工
福利及其它相关费用大幅增加的原因。此外, FY2011财务
年, 其它管理费用如差旅费和修理费用也相应增加了。
increase in repair expenses.
Other operating income decreased by RMB1.82 million to
RMB1.7 million in FY2011. The decrease was attributable to
decrease in incentive grants received by the Group from
FY2011财务年期间，其他经营收入减少了约人民币182万
至人民币170万，这主要是由于中国政府奖给本集团的奖
励金降低的原因。
the PRC government.
Other operating expenses decreased marginally by
RMB76,000 to approximately RMB0.5 million in FY2011.
The net finance income of RMB0.8 million in FY2011
comprised mainly of bank interest income of RMB0.5
million, accrued interest income from the held-to-maturity
financial assets of RMB0.9 million and net foreign exchange
loss of RMB0.6 million. There were no finance expenses
incurred during FY2011, other than the bank charges
FY2011财务年期间，其他经营费用稍微降低了人民币7.6
万, 报人民币50万。
FY2011财务年的净财务收入约为人民币80万，这主要是
FY2011财务年的银行定存利息收入约人民币50万，以及金
融基金单位利息收入约人民币90万、外汇兑换而造成的亏
损约人民币60万。FY2011财务年内，除了一些一般的银行
手续费用以外，集团并没有其他任何的财务贷款利息或费
用。
incurred on ordinary banking transactions.
FY2011. The increase is due mainly increase in revenue.
FY2011财务年的净税后利润从FY2010财务年的人民币
3,820万, 增长了人民币710万, 或18.5%, 至人民币4,530万。
这主要是由集团较高的总销售收入所贡献的。
REVIEW OF FINANCIAL POSITION
财务状况回顾
The Group strikes to achieve continual growth in its
operating results whilst maintaining a healthy balance
sheet with minimum gearing ratio. At the end of FY2011 and
FY2010, the Group did not have any borrowings from any
financial institutions. Based on the cash and bank balances
at the end of FY2011, the Group does not foresee any fund
raising requirement, either through bank borrowings or
new issue of shares, in the next twelve months.
集团的努力目标是在追求业绩和业务增长的同时，强调
较平衡稳健、低负债扛杆的资产负债比率。在FY2011和
FY2010财务年末，集团没有任何金融机构的贷款。根据集
团目前的现金和银行存款，集团预计在未来12个月内将不
存在着任何融资的需要。
Total equity increased marginally by RMB2.0 million or
1.0% to RMB211.4 million in FY2011. The increase is due
mainly to net comprehensive income of RMB46.9 million
in FY2011, which was partially offset by capital reduction
and cash distribution to shareholders during the financial
year totalling to RMB44.8 million.
FY2011财务年末，集团的总股东权益增加了人民币200
万，或1.0%,至人民币2.11亿。主要是因为在FY2011财务
年, 集团取得了人民币4,690万的综合性收入, 和公司削减股
本约人民币4,480万以现金分配方式分发了给股东的原因。
The Group’s net profit after tax increased by RMB7.1 million
or 18.5% from RMB38.2 million to RMB45.3 million in
14
cmz holdings ltd.
financial and
operational
highlight
The Group’s cash flow position remained stable with net
cash inflow from operating activities of RMB34.8 million
in FY2011. Cash and bank balances amounted to RMB44.8
million at the end of FY2011 compared with RMB72.1
million at the end of FY2010. The decrease in cash and bank
集团的现金流量状况仍然保持稳健。FY2011财务年净经营
活动现金流入达人民币3,480万。与FY2010财务年末现金
和银行存款人民币7,210万相比较，FY2011财务年年末现
金和银行存款总值约达到人民币4,480万。现金和银行存款
降低是因为公司削减股本的原因。
balances was due mainly to capital reduction and cash
distribution to shareholders in FY2011.
REVIEW OF OPERATION
经营回顾
In FY2011, the Group achieved an increase of 20.4% in
FY2011财务年, 由于来自新旧客户定单量的上升, 集团的
总拉链销售数量取得了20.4%的增长,并提高了集团相比
FY2010财务年的整体生产产能使用率。
overall quantities of zippers sold due mainly to higher sales
orders received from both its existing and new customers
in the PRC, which led to a comparatively higher utilisation
of our production capacity when compared with that of
FY2010.
The Group had also adjusted higher the average selling
prices of various zipper types it manufactured in FY2011
as a result of the increase in cost of raw materials and
由于原材料价格和劳动成本的增长,集团在FY2011财务年
上调了拉链的平均销售单价。然而,因为较高的成本增长,
集团总体的毛利率还是下降了约2.4%。
production wages. As a result of higher cost, the Group’s
gross profit margin declined by 2.4% in FY2011.
The Group’s overall personnel expenses had increased
significantly in FY2011 by RMB9.1 million, or 24.1% to
RMB46.8 million, as a result of the raising labour cost in the
PRC. To reduce its reliance on labour force in production
processes, the Group continues its investment in process
automation with capital expenditure in related equipment
totalling to approximately RMB3.9 million in FY2011.
FY2011财务年间, 由于中国总体的劳动工资增长的原因, 集
团的总工资开销大幅增长了约人民币910万, 或24.1% 至人
民币4,682万。为了减低集团对劳动力生产的依赖性, 集团
在FY2011财务年间, 持续了对自动化生产设备的投资，而
相关的设备投资共达到了约人民币390万。
15
cmz holdings ltd.
OUR
PRODUCTS
NYLON ZIPPERS
These are shaped by heating polyester pellets
under high temperature, and undergo the
processes of sewing, dyeing, reprocessing,
assembling and examination. They are widely
used in sleeping bags handbags and garments
such as pockets, trousers, skirts and sports wear.
METAL ZIPPERS
These are produced by deep processing and
assembling of metal materials such as copper
and aluminium alloy. Being durable, they are
widely used in high-end garments such as
trousers, children wears, jackets, jeans and
working cloth, and luggage bags.
RESIN ZIPPERS
These are made of polyoxymethylene and go
through the processes of shaping, colour matching,
processing, assembling and examination. They
are widely used in down feather garments, ski
clothes, windbreakers, exposure clothes and
luggage bags.
16
cmz holdings ltd.
CORPORATE
GOVERNANCE
REPORT
18
cmz holdings ltd.
2011 annual report
Corporate Governance Report
The Board of Directors (the “Board”) of CMZ Holdings Ltd. (the “Company”) is committed to high standards of corporate
governance within and throughout the Company and its subsidiaries (the “Group”) by following closely the
recommendations of the Code of Corporate Governance 2005 (the “Code”) to advance its mission to create value for
the Group’s customers and shareholders. This report sets out the Company’s corporate governance practices with
specific reference to the principles of the Code.
BOARD MATTERS
Principle 1:
Board’s Conduct of Its Affairs
The primary function of the Board is to protect and enhance long-term value and returns for its shareholders.
The Board oversees the Group’s overall policies, strategies and objectives, key operational initiatives, performance and
measurement, internal control and risk management, major funding and investment proposals, financial performance
reviews and corporate governance practices. Approval of the Board is required for matters such as corporate restructuring,
mergers and acquisition, major investments and divestments, material acquisitions and disposals of assets, major
corporate policies on key areas of operations, share issuance, dividend and other returns to shareholders, acceptances
of bank facilities, annual budget, release of the Group’s half year and full year’s results and interested person transactions
of a material nature.
The Board conducts regular scheduled meetings on a half-yearly basis to coincide with the announcement of the Group’s
half-yearly results. Ad-hoc Board meetings are convened as and when they are deemed necessary in between the
scheduled meetings. The Articles of Association of the Company provide for Directors to convene meetings by ways of
tele-conferencing, video conferencing, audio or other similar communications equipment. When a physical Board meeting
is not possible, timely communication with members of the Board can be achieved through electronic means and the
circulation of written resolutions for approval by the relevant members of the Board or Board committees.
The Board is also being informed about the operation of the Group through regular updates by Management in period
other than the half-yearly meeting.
To assist in the execution of its responsibilities, the Board has delegated specific authority to the various Board
committees namely the Audit Committee, Nominating Committee and Remuneration Committee. All Board Committees
are chaired by an independent Director and consist a majority of independent Directors.
Principle 2: Board Composition and Balance
Presently, the Board comprises five Directors of whom two are executive Directors, one is non-executive Director, and
two are non-executive independent Directors. The profile of the Directors is set out on pages 8 and 9 of this Annual
Report.
The present composition of the Board complies with the Code’s guidelines that independent make up one-third of the
Board.
The Nominating Committee reviews the independence of each Director on an annual basis.
19
cmz holdings ltd.
(Continued)
The Nominating Committee also review the size and composition of the Board on an annual basis to ensure that it has
an appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective
functioning and informed decision-making. The Board considers its current Board size appropriate for the nature and
scope of the Group’s operations. Each director has been appointed on the strength of his caliber, experience and stature
and is expected to bring a valuable range of experience and expertise to contribute to the development of the Group
strategy and the performance of its business.
Non-executive Directors contribute to the Board process by monitoring and reviewing Management’s performance
against goals and objectives. Their views and opinions provide alternative perspectives to the Group’s business. When
challenging Management proposals or, decisions, they bring independent judgement to bear on business activities and
transactions involving conflicts of interest and other complexities.
Principle 3:Chairman & Chief Executive Officer
To ensure a balance of power and authority within the Company, the role of the Executive Chairman and the Chief
Executive Officer (“CEO”) of the Company are undertaken by Mr. Shao Kesheng and Mr. Shao Dajun respectively.
The Executive Chairman, Mr. Shao Kesheng is the founder of the Group and plays a key role in developing the business
of the Group and provides the Group with strong leadership and vision. He manages the business of the Board and the
Board committees. He approves the agendas for the Board and exercise control over the quality, quantity, accuracy and
timeliness of information flow between the Board and Management of the Company. He encourages constructive
relations between the Board and Management and amongst the Board members. All major decisions made by the
Executive Chairman are reviewed by the Board.
The CEO manages the businesses of the Group and implements the decision made by the Board. The CEO is responsible
for the day-to-day operation of the Group.
The performance and appointment of the Executive Chairman and the CEO to the Board are reviewed periodically by the
Nominating Committee and their remuneration package is reviewed periodically by the Remuneration Committee. Both
the Nominating Committee and Remuneration Committee comprise a majority of non-executive Directors. As such, the
Board believes that there are adequate safeguards in place against an uneven concentration of power and authority in a
single individual. In line with the recommendations in the Code, Mr. Lien Kait Long has been appointed the Lead
Independent Director of the Company to address the concerns, if any, of the Company’s shareholders.
20
cmz holdings ltd.
2011 annual report
(Continued)
Principle 4:
Board Membership
The Nominating Committee (“NC”), regulated by a set of written terms of reference, comprises three Directors, majority
of whom are non-executive, including the Chairman who is not, and who is not directly associated with, any substantial
shareholder of the Company. The nature of the Director’s appointment of the Board and the details of their membership
on the Board committees are set out below:
Directors
Board Membership
Shao Kesheng
Audit
Remuneration
Nominating
Executive / Chairman
Shao Dajun
Executive / CEO
Member
Shen Bin
Non- Executive
Member
Member
Lien Kait Long
Independent
Chairman
Member
Siow Chee Keong
Independent
Member
Chairman
Member
Chairman
The NC makes recommendations to the Board on all nominations for new appointments and re-appointments to the
Board and the Board Committees. In the case of nomination for re-appointment, the NC reviews the Directors’ contribution
and performance to decide whether a Director is able to and has been adequately carrying out his duties as a Director.
It ascertains the independence of independent and non-executive Directors and evaluates the Board’s performance.
In accordance with the Company’s Articles of Association, each Director is required to retire at least once in every three
years by rotation and all newly appointed Directors will have to retire at the next Annual General Meeting following their
appointments. The retiring Directors are eligible to offer themselves for re-election. Pursuant to Article 88 of the
Company’s Articles of Association, Directors of the Company who were newly appointed by the Board since the last
AGM will have to retire at the forthcoming AGM.
In this regard, the NC recommended the re-appointment of two Directors, namely, Lien Kait Long and Shen Bin pursuant
to Article 89 of the Company’s Articles of Association at the forthcoming Annual General Meeting. The Board has also
accepted the NC’s recommendation and these two Directors will be offering themselves for re-election.
Principle 5:
Board Performance
The Company acknowledges the importance of a formal assessment of Board performance and has adopted a formal
system of evaluating Board performance as a whole. An evaluation of Board performance will be conducted annually to
identify areas of improvement and as a form of good Board management practice.
The evaluation of Board’s performance as a whole deals with matters on Board composition, information to the Board,
Board procedures, Board accountability and CEO / top management.
The NC is of the opinion that the Board is able to exercise objective judgement on corporate affairs independently and
no individual or small group of individuals dominates the Board’s decision making process.
21
cmz holdings ltd.
(Continued)
The attendances of each Board member at the meetings of the Board and other committees in respect of the financial
year ended 31 March 2011 are as follows:
Board meeting
Directors
Audit
Remuneration
Nominating
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Shao Kesheng
2
2
–
–
–
–
–
–
Shao Dajun
2
2
–
–
–
–
1
1
Shen Bin
2
1
2
1
1
1
1
1
Lien Kait Long
2
2
2
2
1
1
–
–
Siow Chee Keong
2
2
2
2
1
1
1
1
Principle 6:
Access to Information
Board members are provided with adequate and timely information on Board affairs and issues that require the Board’s
decision. All Directors have independent access to the Group’s senior management and the Company Secretary. All
Directors are provided with complete and adequate information prior to Board meetings and on an ongoing basis. The
Company Secretary provides secretarial support to the Board, ensure adherence to Board procedures and relevant rules
and regulations, which are applicable to the Company. The Company Secretary attends all Board meetings.
Should Directors, whether as a group or individually, need independent professional advice to fulfill their duties, such
advice will be obtained from a professional entity of the Director’s choice and the cost of such professional advice will
be borne by the Company.
REMUNERATION MATTERS
Principle 7: Procedure for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9:
Disclosure on Remuneration
The Remuneration Committee (“RC”), regulated by a set of written terms of reference, comprises three non-executive
Directors, majority of whom, including the Chairman is independent.
The RC meets at least once annually.
The RC reviews and recommends to the Board (a) the remuneration packages of all Executive Directors and Executive
Officers of the Group, (b) directors’ fees for Non-Executive Directors, which are subject to shareholders’ approval at the
AGM, and (c) all service contracts of the Executive Directors.
If required, the RC will seek expert advice inside and/or outside the Company on remuneration of all Directors.
The Chairman and CEO’s remuneration as set out in their service agreements, which consist mainly of salary. In
accordance with the service agreement, the CEO is also entitled to an incentive bonus to be determined based on the
formula set out in the Company’s IPO Prospectus dated 6 July 2007.
22
cmz holdings ltd.
2011 annual report
(Continued)
The Non-Executive Directors do not have any service agreements with the Company. Except for directors’ fees, which
have to be approved by Shareholders at every annual general meeting (“AGM”), the Non-Executive Directors do not
receive any other forms of remuneration from the Company.
The RC had recommended to the Board (i) an amount of S$100,000 as directors’ fees for the financial year ended 31
March 2011; and (ii) an amount of S$100,000 as directors’ fees for the year ending 31 March 2012 to be paid quarterly
in arrears. The Board will table these at the forthcoming AGM for shareholders’ approval.
Other than the Directors’ fees for the independent and non-executive Directors that are set in accordance within a
remuneration framework, the Board has decided that the policy on annual remuneration will not be tabled at the
forthcoming AGM.
No Director is involved in deciding his own remuneration.
Breakdown of each individual Director’s remuneration, in percentage terms showing the level and mix for the financial
year ended 31 March 2011, is as follows:
Salary
Bonus
Director’s fees
Other benefits
Total
%
%
%
%
%
84
16
–
–
100
100
–
–
–
100
Shen Bin
–
–
100
–
100
Lien Kait Long
–
–
100
–
100
Siow Chee Keong
–
–
100
–
100
Name of Director
S$250,000 to below S$500,000
Shao Dajun
Below S$250,000
Shao Kesheng
There was no employee of the Group who are immediate family members of a director or substantial shareholder and
whose remuneration exceeds S$150,000 during the financial year ended 31 March 2011.
Details of remuneration paid to the top Executive Officers of the Group (who are not Directors) for the financial year
ended 31 March 2011 are set out below:
Salary
Bonus
Other benefits
Total
%
%
%
%
Dai Hanquan
95
5
–
100
Li Yongjian
95
5
–
100
Yu Shiyang
95
5
–
100
Dai Yuanyang
96
4
–
100
Wang Xiaoping
96
4
–
100
Pei Shizhong**
93
7
–
100
Wong Yoon Thim^^
90
10
–
100
Name of Executive Officer
Below S$250,000
** Pei Shizhong had resigned as Head of Sales & Marketing Department for the Group with effect from 18 August 2010.
^^ Wong Yoon Thim had resigned as Chief Financial Controller of the Group with effect from 15 November 2010.
23
cmz holdings ltd.
(Continued)
ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board provides to the shareholders, a balanced and understandable assessment of the Company’s performance,
position and prospects through the presentation of the annual financial statements and results announcements at least
every half yearly.
The Management currently provides the Board with appropriately detailed management accounts of the Group’s
performance, position and prospects on a timely basis in order for the Board to discharge its duties effectively.
Principle 11: Audit Committee
The Audit Committee (“AC”), regulated by a set of written terms of reference, comprises three Directors, majority of
whom, including the Chairman is independent. The Independent Directors do not have any existing business or
professional relationship of a material nature with the Group, other Directors or substantial shareholders.
Of the three members, two members are independent Directors of the Company, who bring with them invaluable
managerial and professional expertise in the financial, legal and business management spheres.
The AC meets at least twice times a year and as and when deemed appropriate to carry out its functions.
The AC has full access to and the co-operation of Management, has full discretion to invite any Director or Executive
Officer to attend its meetings and has been given adequate resources to enable it to discharge its functions. The AC
also has the explicit powers to conduct or authorize investigations into any matters within its terms of reference.
The AC performs the following functions:
•
Reviews the annual and half yearly financial statements of the Company and the Group before submission to the
Board for adoption;
•
Reviews with the external auditors, their audit plans and audit reports;
•
Reviews the cooperation given by the Company’s officers to the external and internal auditors;
•
Reviews interested person transactions;
•
Reviews the adequacy of the Company’s internal controls and effectiveness of the Company’s internal audit function;
•
Nominates and review the appointment or re-appointment of external auditors; and
•
Reviews the independence of the external auditors annually.
The Company has put in place a Whistle-Blowing Policy. The AC reviews arrangements by which staff may in confidence,
raise their concerns about possible improprieties in matters of financial reporting or other matters. The objective of the
Policy is to ensure that arrangements are in place, for the independent investigation of such concerns and for appropriate
follow-up action.
Both the AC and Board have reviewed the appointment of different auditors for its subsidiaries and/or significant
associated companies and satisfied that the appointment of different auditors would not compromise the standard and
effectiveness of the audit of the Company. Accordingly, the Company has complied with Rule 716 of the Listing Rules
of the SGX-ST.
24
cmz holdings ltd.
2011 annual report
(Continued)
The external auditor, Crowe Horwath First Trust LLP, did not provide any non-audit services during the financial year ended
31 March 2011 and the Company did not pay any non-audit fees to the external auditor. Hence, the AC is of the opinion
that there is no issue relating to provision of non-audit service that may affect their independence and objectivity. The AC
had recommended the re-appointment of Crowe Horwath First Trust LLP as external auditors at the forthcoming AGM.
Annually, the AC meets with the external auditors and internal auditors without the presence of Management.
Principle 12: Internal Controls
The Board recognizes that no internal control system will preclude all errors and irregularities. The system is designed
to manage rather than to eliminate the risk of failure to achieve business objectives. The controls are to provide
reasonable, but not absolute, assurance to safeguard shareholders’ investments and the Group’s assets.
The AC has engaged external and internal auditors to review the adequacy of the Group’s system of internal controls,
ensure internal control weaknesses are ratified.
The AC will ensure that a review of the effectiveness of the Group’s material internal controls, including financial,
operational and compliance controls and risk management, is conducted annually. In this respect, the AC will review the
audit plans, and the findings of the auditors and will ensure that the Group follows up on the auditors’ recommendations
raised, if any, during the audit process.
Management will regularly review the Group’s business and operational activities to identify areas of significant business
risks as well as appropriate measures to control and mitigate these risks within the Group’s policies and strategies.
Principle 13: Internal Audit
In accordance with the AC’s recommendation, the Company has appointed Paul Wan & Co as its Internal Auditor (IA)
with duties to:
•
Assess if adequate system of internal controls are in place to protect the fund and assets of the Group and to
ensure control procedures are complied with;
•
Assess if operation of the business processes under review are conducted efficiently and effectively; and identify
and recommend improvement to internal control procedures, where required.
The IA reports directly to the AC Chairman on internal audit matters and to Management on administrative matters.
The AC also meets the IA at least once a year without the presence of Management.
The AC has reviewed the Group’s internal control assessment and based on the internal auditors’ and external auditors’
reports and the internal controls in place, it is satisfied that there are continuous improvement for internal controls in the
Group.
To ensure the adequacy of the internal audit function, the AC reviews and approves the internal audit plan on an annual
basis.
25
cmz holdings ltd.
(Continued)
COMMUNICATION WITH SHAREHOLDERS
Principle 14: Communication with Shareholders
Principle 15: Greater Shareholder Participation
The Board is mindful of the obligation to keep shareholders informed of all major developments that affect the Group in
accordance with the SGX-ST listing rules.
The Board places great emphasis on investor relations. The Company strives to maintain a high standard of transparency
and to promote better investor communications.
Information is communicated to shareholders on a timely basis through:
•
annual reports that are prepared and issued to all shareholders within the mandatory period;
•
announcements and press releases issued via SGXNET and the press;
•
notices of shareholders’ meetings are advertised in a newspaper in Singapore; and
•
the Company’s website at www.cmz-holdings.com at which shareholders can access information on the Group.
Shareholders are encouraged to attend and participate at the Company’s general meetings to ensure a high level of
accountability and to stay informed of the group’s strategy and goals. The Board (including the Chairman of the respective
Board committees) as well as Management attends the Company’s AGM to address any question that shareholders may
have. The external auditors also attend the AGM to address shareholders’ queries about the conduct of audit and the
preparation and content of the auditors’ report.
SECURITIES TRANSACTIONS
The Group has adopted a set of code of conduct to provide guidance to its officers regarding dealings in the Company’s
securities, in compliance with Rule 1207(18) of the Listing Manual of the SGX-ST.
The Group prohibits the Directors and employees to trade in the Company’s securities, during the period beginning 1
month before the date of the announcement of the full year or half year results respectively and ending on the date of
the announcement of the relevant results. Directors and employees are also advised against dealing in the securities
when they are in possession of any unpublished material price-sensitive information of the Group.
INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy governing procedures for the identification, approval and monitoring of
interested person transactions (the “IPTs”). All IPTs are subject to review by the AC to ensure that they are carried out
on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of the shareholders.
In the event that a member of the AC is interested in any IPTs, he will abstain from reviewing that particular
transaction.
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cmz holdings ltd.
2011 annual report
(Continued)
The Board will ensure that all disclosure, approval and other requirements on IPTs, including those required by prevailing
legislation, the Listing Manual and accounting standards are complied with.
Save as disclosed under the section “Notice to the Financial Statements” on page 76 of this Annual Report, there were
no other interested person transaction (with value more than S$100,000) conducted during the financial year ended
31 March 2011.
MATERIAL CONTRACTS
Save for the Service Agreements entered with Shao Kesheng and Shao Dajun, there were no material contracts during
the financial year ended 31 March 2011 as required to be reported under Rule 1207(8).
RISK MANAGEMENT
The Company does not have a Risk Management Committee. However, the management regularly reviews the Company’s
and the Group’s business and operational activities to identify areas of significant business risks as well as appropriate
measures to control and mitigate these risks. The management reviews all significant control policies and procedures
and highlights all significant matters to the Directors and the AC.
27
cmz holdings ltd.
企业治理报告
驰马拉链控股有限公司 (简称“公司”)的董事局致力于公司及其子公司 (合称“集团”）内外贯彻执行高水平的企业治理标准，并
遵从颁布的2005年企业治理准则 (简称“准则”), 以完成其为集团客户和股东创造价值的使命。本报告列举了公司参考了准则中
的特定原则要求, 而采用的企业治理条例。
董事局事项
原则 1:
董事局对其事务的管理
董事局的主要职责是保障和提高股东的长期利益和回报。
董事局检查集团的总体主要方针、战略和目标、重要运营措施、监控及鉴定成果表现、集团内部的控制及风险管理、主要的投资集
资建议、财务表现的审查和公司治理的实践。下列是必需董事局批准的事项：公司重组、兼并收购、重大投资和撤资、重大资产收
购及出售、关于公司主要的运营政策、股票发行、股息和其他的股东收益、银行授信额度的接受、年度预算、集团全年或半年报告
的发布以及具有重要性质的关联方交易。
董事局每半年召开一次例常会议，这是与集团每半年的业绩公告发布是一致的。当董事认为有必要时，董事局可于例会之间召开
特别董事局会议。公司章程规定董事可以通过电话会议、视频会议、音频或其他类似交流设备召开会议。当没有必要当面召开董事
局会议时，董事局或董事局成员可以通过电子通讯方式以及书面决议的方式，与其他董事局成员进行实时的交流。
除董事局会议以外, 管理层也将定期向董事局汇报集团的运营情况。
为帮助其履行职责，董事局可将特定权力授予相关的董事局委员会：审计委员会、提名委员会和薪酬委员会。所有董事局委员会都
是由独立董事担任主席的，而这些委员会的成员大部分都是由独立董事组成的。
原则 2:
董事局的结构和平衡
目前，董事局由5名成员组成，其中2名为执行董事，1名为非执行董事，另外2名为非执行独立董事。请参阅本年度报告的第8和9页
关于各位董事的资历详情
公司目前的董事局结构是符合守则中的规定条例的, 既独立董事人数至少须占董事局总人数的三分之一。
提名委员会每年度审查董事的独立性。
提名委员会每年度审查董事局的结构和组织，以确保董事局的成员结构既达到专业性和治理经验的合理平衡，又同时具有有效运
行和作出决策时所必要的核心竞争力。董事局认为其目前的董事局规模和结构是适合集团目前运营的性质和范围的。每一位董事
的任用是根据其专业才能、工作阅历和成就来决定的, 并能为集团在制定发展策略和运营业绩方面, 贡献其丰富的经验和专业
意见。
非执行董事的任务是通过参考集团运营目标和实际绩效来考核管理层的表现, 并参与董事局执行其任务的过程。他们的观点和
意见给集团的业务提供另一种视角和考量。对管理层的建议和决策提出质疑时，他们能为牵涉到利益冲突和其他复杂事项的业务
活动和交易作出独立的判断。
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企业治理报告
原则 3:
主席及首席执行官
为了确保公司内部权利与职能的平衡, 公司的主席和和首席执行官(“CEO”)分别由邵克生和邵达君担任。
公司的主席, 邵克生先生是集团的创始人，在集团发展中起着重要作用，给集团带来了强有力的领导和方向。他掌管董事局和董
事局委员会的事务, 并核准董事局会议议程, 负责董事局和公司管理层之间的信息流的质量、数量准确性和时效性。他推广董事
局与管理层之间以及执行董事和独立董事之间建立建设性的关系。主席所作的所有重大决定都必须要通过董事局审查的。
CEO管理集团事务并执行董事会的决定, 同时也负责集团日常运作。
主席和CEO的委任以及他们的表现考核和薪酬，分别由提名委员会和薪酬委员会定期审查监督，后向董事局报告。提名委员会和薪
酬委员会的成员多数是由非执行董事组成的。同样的，董事局认为在防止权力和权威过于集中于同一个人身上方面，董事局有足
够的保障措施。根据准则的建议，连克农先生被任命为本公司首席独立董事，表达公司股东的担忧（如有）。
原则4:
董事局成员
提名委员会(“NC”)，为其职权范围书管制和规范，由其中3名董事组成。大部分的NC成员是非执行董事，而且包括NC的主席在内,
它们都不是公司的大股东, 也不与公司大股东有直接利益挂钩。
下列是董事局成员在各董事局委员会担任的职务明细:
董事姓名
董事会成员资格
审计委员会
薪酬委员会
邵克生
执行主席
邵达君
首席执行官
沈斌
非执行董事
成员
成员
连克农
独立董事
主席
成员
萧子强
独立董事
成员
主席
提名委员会
成员
成员
主席
NC将新委任和重新委任的所有被提名者推荐给董事局和董事局委员会。关于重新委任董事事项, NC将根据董事的贡献和表现,
以确定相关董事是否有能力并已充分履行了其董事该有的职责。 NC确定独立董事和非执行董事的独立性并对董事局的整体表现
作出评价。
根据本公司章程，每名董事，在三年内至少轮流离任一次，新任命的董事在其任命之后的下一次年度股东大会上自动离任。离任的
董事可以重新选举。根据公司章程第88条上的规定，上次年度股东大会上由董事局任命的公司董事在下一次年度股东大会上必须
离任。
据此, 依照公司章程第89条, NC 在下次年度股东大会上将推荐重新任命2名董事，分别为连克农和沈斌。董事局也接受了NC 的
推荐，此2名董事将重新参加选举。
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企业治理报告
原则 5:
董事局表现
公司认同对董事局的表现进行评估之重要性，为此已采纳了一套正规的评估体制。为确定董事局在履行其职责时需要改进的地
方，并把它视为是一项良好的管理实践, 每年对董事局表现进行评估.
对董事局表现的总体评价主要涉及董事局布局、对董事局的报告、董事局程序、董事局尽责表现以及首席执行官/高级管理人员等
事项。
提名委员会认为董事局能够在公司的事务上, 独立地执行其客观的判断, 没有个体或者小的个体组织支配董事局的决策过程.
在截止到2011年3月31日的财务年中, 董事局和各委员会会议的出席情况如下:
董事会会议
董事姓名
举行次数
审计委员会
出席次数
举行次数
薪酬委员会
出席次数
举行次数
提名委员会
出席次数
举行次数
出席次数
邵克生
2
2
–
–
–
–
-
-
邵达君
2
2
–
–
–
–
1
1
沈斌
2
1
2
1
1
1
1
1
连克农
2
2
2
2
1
1
–
–
萧子强
2
2
2
2
1
1
1
1
原则 6:
获取信息
董事局成员就需要董事局作出决定的事项和问题上获取充足和及时的信息。所有董事可以独立的接触集团高级管理人员和公司秘
书以获取相关的信息。所有董事在董事局会议前可实时接触完整和充足的信息。公司秘书向董事局提供秘书服务，确保遵守董事
局程序和相关适用于公司的规则和法规。公司秘书参与所有董事局会议。
无论是以个人还是集体的名义, 当董事需要有独立的专业性意见来完成其职责时, 董事可选择咨询专业机构来获取该专业性意
见，而相关的费用将由公司承担。
薪酬事项
原则 7: 推进薪酬政策的程序
原则8: 薪酬水平和组合
原则9:
薪酬的披露
薪酬委员会(“RC”)，为其职权范围书规范，由其中3名董事组成，而大部分的RC成员, 包括RC的主席, 都是非执行董事。
RC每年至少开会一次。
RC 就以下事项进行审查并向董事局作出建议：(a) 集团所有执行董事和执行官的薪酬(b) 非执行董事的董事费，受制于股东在年
度股东大会上的批准(c) 执行董事的所有服务协议。
如有必要，RC将就所有董事薪酬事项在公司内部和/或外部征询专家意见。
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企业治理报告
主席和首席执行官的薪酬, 根据他们个别与公司签定执行董事服务协议上规定的, 主要是由每月工资组成的。而根据首席执行
官的服务协议、除了每个月的工资, 首席执行官也可以支取以公司在2007年7月6日首次公开发行招股说明书所决定的奖金。
非执行董事与公司不签任何服务协议。除了必须在每年年度股东大会上由股东批准的董事费，非执行董事不再从本公司获取其他
任何形式的报酬。
RC向董事局建议（a）截止2011年3月31日的财务年, 董事费为新币10万元; 以及(b)将截止于2012年3月31日的财务年，董事费为新币
10万元，并在每季度发放。董事局将在下次年度股东大会上讨论以征得股东批准。
除了根据薪酬框架确定的独立和非执行董事的董事费，董事局决定将不会在下次年度股东大会上讨论其他关于年度薪酬的政策。
每位董事成员都不得参与决定他本身的薪酬。
下表是截止2011年3月31日财务年内，每位董事的薪酬明细，分别以百分比显示：
董事姓名
新币250,000至新币500,000以下
邵达君
新币250,000以下
邵克生
沈斌
连克农
萧子强
薪水
%
奖金
%
董事费
%
其他收益
%
总计
%
84
26
–
–
100
100
–
–
–
–
–
–
–
–
100
100
100
–
–
–
–
100
100
100
100
截止2011年3月31日财务年内，集团没有一位职员是董事或者大股东的直属家庭成员而其薪酬是超过新币15万元的。
截止2011年3月31日财务年内，支付给集团执行官（非董事）的详细薪酬详细列表如下：
薪水
%
奖金
%
其他收益
%
总计
%
戴汉权
95
5
–
100
李永健
95
5
–
100
俞世洋
95
5
–
100
戴远洋
96
4
–
100
王小平
96
4
–
100
裴世中**
93
7
–
100
黄润添^^
90
10
–
100
执行官名字
新币250,000以下
** 裴世中，集团的营销总监已于2010年8月18日离职。
^^ 黄润添，集团的财务总监已于2010年11月15日离职。
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责任制及审计
原则 10:
责任制
董事局至少每半年向股东陈述公司和集团的财务报告和业绩公告，提供公司的运营表现、运营现状和前景的合理,保守的评论。
目前，管理层按时向董事局提供关于集团的运营表现、运营现状和前景的管理记录和相关适用的信息，以便董事局有效地履行其
责任。
原则 11:
审计委员会
审计委员会(“AC”)，为其职权范围书管制和规范，由其中3名董事组成，而大部分的AC成员, 包括AC的主席,都是独立的。
3名AC成员中，2名是公司独立董事，为公司的财务、法律和企业管理方面提供有效的管理和专业意见。
如认为为执行其职责所必要，AC每年至少会面2次。
AC可以直接接触管理层并得到其配合。AC也可以自主决定邀请任何一名董事或者执行官参与其会议，以获得足够的信息资源使其
履行职责。AC也有权在其授权调查范围内执行或批准调查任何事项。
AC履行下列职责：
•
在将公司和集团年度和半年度财务报告提交给董事局之前对其进行审查；
•
与外部审计师审查有关的审计计划和审计报告；
•
审查公司高级职员给外部审计师和内部审计师提供的合作；
•
审查关联人交易；
•
审查公司内部控制的充足性和公司内部审计师职能的有效性；
•
提名外部审计师并对其任命和重新任命进行审查；和
•
每年审查外部审计师的独立性。
公司采用了检举揭发政策。AC审查相关的程序安排以让公司任何职员可以提出关于可能不适当的财务报告或其他事项。该政策的
目的是保证相关程序已完善的建立，让有关事项给予独立的调查和进行适当的后续行动。
AC和董事会审核了有关集团子公司,或显著的联合股份公司聘请集团外部审计师以外的审计师进行审计工作的事宜, 并对聘请不
同的外部审计师将不会影响公司整体审计的水平和有效性。因此,
公司在这方面已遵守了新加坡证券交易所的上市手册规则第
716条。
在截止2011年3月31日的财务年内, 外部审计师 Crowe Horwath First Trust LLP 没有提供任何非审计服务,因此AC认为没有存
在因提供非审计服务而可能影响外部审计师工作的独立性和客观性的有关问题。 AC建议在下次年度股东大会上重新聘用Crowe
Horwath First Trust LLP为外部审计师。
每年， AC 将在管理层不在场的情况下同内控审计师和外部审计师会晤。
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原则 12:
内部控制
董事会意识到没有一个内部控制系统能够排除所有错误和犯规的风险。
该系统的设计旨在管理而不是完全排除业务失败的风
险。这些控制能够向股东投资和集团资产的保护提供合理的, 但不是绝对的保证。
审计委员会要求外部和内控审计师检查集团内部控制系统的充分性, 确保内部控制缺陷得到矫正。
审计委员会将确保对集团内控的有效性进行年度检查, 包括财务, 经营以及合法控制和风险管理。在这个方面, 审计委员会将在
审计进行过程中, 检查审计计划和审计师发现的问题, 并确保集团能够根据审计师提出的建议实施相应的改进措施。
管理层会定期检查集团业务和运营情况, 从而在集团运营方针和战略范围内, 来判觉集团的重大业务风险事项, 和能够控制并
减轻这些风险的恰当措施。
原则 13:
内控审计
根据审计委员会的推荐, 公司聘请了内控审计师, 其职责如下:
•
评估保护集团资金和资产的内部控制系统是否恰当以及确保控制程序的实施;
•
评估所检查的业务流程运作是否有效率和有效地进行; 和
•
如果有必要的话, 确定和建议内部控制程序的改进。
对于内控审计事宜, 内控审计师直接向审计委员会主席报告; 对于行政事宜, 内控审计师将直接向管理层报告。
审计委员会每年至少一次在管理层不出席的情况下与内部审计师会晤。
审计委员会已经审查了集团的内部控制评估。参考内审和外审的报告以及目前的内控情况,
进表示满意。
审计委员会对集团内部控制的不断改
为了保证内控审计职能的恰当性, 审计委员会将每年对内部审计计划进行审批。
与股东的沟通
原则 14:
与股东的沟通
原则 15:
增加股东参与程度
董事局应有义务不忘通知股东所有根据新加坡证券交易所上市准则影响集团的所有重大发展。
董事局很重视同投资者的关系。公司力争维持一个高水平的透明度和促进同投资者的交流。
通过以下方式按时向股东提供信息：
•
在法定期限内准备和提供年度报告给所有的股东；
•
通过新加坡证券交易所网和媒体发布的公告和新闻稿；
•
在新加坡报纸上刊登的股东会议通知；和
•
股东可以获取集团信息的公司网址 www.cmz-holdings.com
33
cmz holdings ltd.
企业治理报告
鼓励股东参加公司的年度股东大会以保证高水平的责任感，获得集团运营策略和目标的相关信息。董事局（包括相应委员会主席）
以及管理层参加公司年度股东大会回答股东提出的任何问题。外部审计师也参加年度股东大会，就审计的情况和审计报告制备和
内容回答股东的质询。
证券交易
集团已采用一系列行为准则对其管理人员就根据新加坡证券交易所上市手册规则第1207(18)条关于公司交易证券提供指引。
在全年报告或半年报告公告前1个月开始，相关结果公布日结束的时期之内，集团禁止董事和员工交易公司证券。董事和员工也劝
告不得在其持有集团未公布的重要价格敏感信息时，进行交易证券。
关联人士交易
公司采用一套内部政策管理程序来明确, 批准和监督关联方交易。所有关联方交易都需要经过审计委员会的审核, 确保交易是按
普通商业条款进行的, 不会损害股东的利益。
如果审计委员会中的任何一名成员牵涉到关联方交易, 他将不参与该交易的审核。
董事会确保严格遵守所有关联方交易的披露,批准和其他关联方交易,都符合现行法律, 新加坡证券交易所上市手册和会计准则规
定的要求。
除了在年报的第76页”财务报告注解”部分中披露的, 截止2011年3月31日为止没有其他的关联方交易(超过新币10万)需要披露.
重要合同
除了与邵克生和邵达君签订的服务协议，在截止2011年3月31日的财务年内没有其他需要根据1207(8)规则披露的其他重要合同。
风险管理
公司没有风险管理委员会。然而，管理层经常审查公司及集团的业务和运作活动来确认具有显著商业风险的地方以及控制和减少
风险的适当的措施。管理层审查所有重大控制政策和程序，向董事局和AC反映所有重大事项。
34
cmz holdings ltd.
2011 annual report
contents
35Directors’ Report
44 Consolidated Statement
of Changes In Equity
38 Statement by Directors 45 Consolidated Statement
39Independent Auditors’
of Cash Flows
Report
46 Notes to The
41Balance Sheets
Financial Statements
43Consolidated 89 Statistic of
Statement of
Comprehensive
Income
Shareholdings
92
Notice of
Annual General
Meeting
Proxy Form
35
cmz holdings ltd.
DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2011
The directors present their report to the members together with the audited financial statements of CMZ Holdings Ltd.
(the “Company”) and its subsidiaries (the “Group”) for the financial year ended 31 March 2011 and the balance sheet of
the Company as at 31 March 2011.
Directors
The directors of the Company in office at the date of this report are as follows:
Shao Kesheng
Shao Dajun
Shen Bin
Lien Kait Long
Siow Chee Keong
Arrangements to enable directors to acquire benefits by means of the acquisition of
shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or
debentures of, the Company or any other body corporate.
Directors’ interests in shares or debentures
According to the register kept by the Company for the purposes of section 164 of the Singapore Companies Act,
Cap.50, 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:
Shareholdings registered
in name of director
At 31 March
2011
At 31 March
2010
Shareholdings in which a director
is deemed to have an interest
At 31 March
2011
At 31 March
2010
Company
Ordinary shares
Shao Kesheng
–
–
193,538,374
193,538,374
Shao Dajun
–
–
193,538,374
193,538,374
The directors’ interests in the shares of the Company at 21 April 2011 were the same as those as at 31 March 2011.
Shao Kesheng and Shao Dajun are deemed to be interested by virtue of their shareholdings held by the ultimate holding
company, Allied Sincere Limited. By virtue of section 7 of the Singapore Companies Act, Cap.50, Shao Kesheng and
Shao Dajun are deemed to have interests in the share capital of the wholly-owned subsidiaries of the Company.
Except as disclosed above, no other director had an interest in any shares or debentures of the Company or related
corporations either at the beginning or the end of the financial year.
36
cmz holdings ltd.
2011 annual report
DIRECTORS’ REPORT
(Continued)
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 the director is a
member or with a company in which the director has a substantial financial interest, except for salaries, bonuses and
other benefits as disclosed in the financial statements. Certain directors received remuneration from related corporations
in their capacity as directors and/or executives of those related corporations.
Share options
During the financial year, no options to take up unissued shares of the Company or its subsidiaries were granted and no
shares were issued by virtue of the exercise of options to take up unissued shares of the Company or its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under option at the end of the financial year.
Audit committee
The members of the Audit Committee at the date of this report are as follows:
Lien Kait Long (Chairman)
Siow Chee Keong
Shen Bin
The Audit Committee performs the functions specified by Section 201B(5) of the Singapore Companies Act, Cap.50,
the Listing Manual of the Singapore Exchange Securities Trading Limited and the Code of Corporate Governance.
In performing those functions, the Audit Committee reviewed:
•
the scope and the results of internal audit procedures with the internal auditors;
•
the audit plan of the Company’s independent auditors and any recommendations on internal accounting controls
arising from the statutory audit;
•
the assistance given by the Company’s management to the independent auditors;
•
the periodic results announcements prior to their submission to the Board for approval;
•
the balance sheet of the Company and the consolidated financial statements of the Group for the financial year
ended 31 March 2011 prior to 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; and
•
interested person transactions (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities
Trading Limited).
37
cmz holdings ltd.
DIRECTORS’ REPORT
(Continued)
Audit committee (Continued)
The Audit Committee has full access to management and is given the resources required for it to discharge its functions.
It has full authority and discretion to invite any director or executive officer to attend its meetings.
The Audit Committee convened two meetings during the financial year ended 31 March 2011 with attendance from
majority of its members and has also met with internal and external auditors, without the presence of the Company’s
management, at least once a year.
The Audit Committee has recommended to the Board of Directors that the independent auditors, Crowe Horwath First
Trust LLP, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. The Audit
Committee has conducted an annual review of non-audit services to satisfy itself that the nature and extent of such
services will not prejudice the independence and objectivity of the external auditors before confirming their renomination.
Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance.
Independent auditors
The independent auditors, Horwath First Trust LLP, who are now practicing under the name of Crowe Horwath First
Trust LLP with effect from 18 November 2010, have expressed their willingness to accept re-appointment as auditors
of the Company.
On behalf of the Board of Directors
SHAO KESHENG
SHAO DAJUN
Director
Director
Singapore
8 July 2011
38
cmz holdings ltd.
2011 annual report
Statement by Directors
In the opinion of the directors,
(a)
the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 41
to 88 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as
at 31 March 2011 and of the results, 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.
On behalf of the Board of Directors
SHAO KESHENG
SHAO DAJUN
Director
Director
Singapore
8 July 2011
39
cmz holdings ltd.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF CMZ HOLDINGS LTD.
Report on the Financial Statements
We have audited the accompanying financial statements of CMZ Holdings Ltd. (the “Company”) and its subsidiaries (the
“Group”) set out on pages 41 to 88, which comprise the balance sheets of the Company and of the Group as at 31
March 2011, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that
assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and
that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets
and to maintain accountability of assets.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance 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 auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation of the 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 entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
40
cmz holdings ltd.
2011 annual report
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF CMZ HOLDINGS LTD.
(Continued)
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 March 2011, and 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 have been properly kept
in accordance with the provisions of the Act.
Crowe Horwath First Trust LLP
Public Accountants and
Certified Public Accountants
Singapore
8 July 2011
41
cmz holdings ltd.
BALANCE SHEETS AS AT 31 MARCH 2011
Amounts in thousands of Chinese Renminbi (“RMB”)
Group
Company
2011
2010
2011
2010
Note
RMB’000
RMB’000
RMB’000
RMB’000
Share capital
3
80,057
124,904
80,057
124,904
Treasury shares
4
EQUITY
Capital and reserves attributable to
equity holders of the Company
(4,863)
(4,863)
(4,863)
(4,863)
75,194
120,041
75,194
120,041
Other reserves
Statutory reserves
5
32,570
24,951
–
–
Merger deficit
6
(2,243)
(2,243)
–
–
Translation deficit
7
(405)
29,922
Revenue reserve / (Accumulated losses)
8
TOTAL EQUITY
(2,012)
20,696
(274)
(1,932)
(274)
(1,932)
106,253
68,607
211,369
209,344
67,662
116,427
(7,258)
(1,682)
ASSETS
Non-current assets
Subsidiaries
9
–
–
65,066
65,066
Property, plant and equipment
10
93,066
76,616
–
6
Land use rights
11
9,866
10,101
–
–
102,932
86,717
65,066
65,072
Current assets
Held-to-maturity financial asset
12
–
10,037
–
–
Inventories
13
35,520
19,757
–
–
Trade receivables
14
55,785
43,836
–
–
Other receivables, deposits and prepayments
15
18,311
5,130
5
36
Due from subsidiaries (non-trade)
16
–
–
5,931
6,005
Cash and bank balances
17
TOTAL ASSETS
44,782
72,141
60
47,009
154,398
150,901
5,996
53,050
257,330
237,618
71,062
118,122
The accompanying notes are an integral part of the financial statements.
42
cmz holdings ltd.
2011 annual report
BALANCE SHEETS AS AT 31 MARCH 2011
(Continued)
Group
Note
Company
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
26,654
18,766
LIABILITIES
Current liabilities
Trade payables
–
–
Other payables and accruals
18
17,094
8,339
1,686
1,050
Due to ultimate holding company (non trade)
16
1,300
–
1,300
–
Due to directors (non-trade)
16
414
645
414
645
499
524
–
–
45,961
28,274
3,400
1,695
211,369
209,344
67,662
116,427
Provision for income tax
TOTAL LIABILITIES
NET ASSETS
43
cmz holdings ltd.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2011
Note
Revenue
19
Cost of sales
Gross profit
Other operating income
2010
RMB’000
253,870
194,543
(154,994)
(114,274)
98,876
20
Selling and distribution expenses
Administrative expenses
Other operating expenses
2011
RMB’000
21
Profit from operations
Finance income
Finance expenses
1,722
80,269
3,544
(16,402)
(14,342)
(31,776)
(25,088)
(450)
(526)
51,970
43,857
1,429
1,691
(641)
(964)
Net finance income
22
788
727
Profit before tax
23
52,758
44,584
Income tax
25
Net profit for the year
(7,493)
(6,394)
45,265
38,190
1,607
2,351
46,872
40,541
Basic
15.2
12.8
Diluted
15.2
12.8
Other comprehensive income
Foreign currency translation
Total comprehensive income for the year
Earnings per share (RMB cents)
26
44
cmz holdings ltd.
2011 annual report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Balance at 1 April 2009
Share
capital
Treasury
shares
Statutory
reserves
Revenue
reserve
Merger
deficit
Translation
deficit
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
(Note 3)
(Note 4)
(Note 5)
124,904
(4,863)
18,106
51,370
(4,363)
182,911
38,190
–
2,351
40,541
–
–
–
(Note 6)
Total comprehensive income
for the year
–
–
–
Transferred to statutory
reserves
–
–
6,845
(6,845)
–
(14,108)
Dividends (Note 29)
–
–
(2,243)
–
–
(14,108)
Balance at 31 March 2010
124,904
(4,863)
24,951
68,607
(2,243)
(2,012)
209,344
Balance at 1 April 2011
124,904
(4,863)
24,951
68,607
(2,243)
(2,012)
209,344
45,265
Total comprehensive income
for the year
–
–
–
Transferred to statutory
reserves
–
–
7,619
–
–
–
32,570
106,253
Capital reduction exercise
(Note 3)
(44,847)
Balance at 31 March 2011
80,057
(4,863)
(7,619)
–
1,607
46,872
–
–
–
–
–
(2,243)
(405)
(44,847)
211,369
45
cmz holdings ltd.
CONSOLIDATED STATEMENT OF CASH FLOWS
2011
2010
RMB’000
RMB’000
52,758
44,584
Cash flows from operating activities
Profit before tax
Adjustments:
Amortisation of land use rights
Depreciation of property, plant and equipment
Interest income
235
216
8,397
8,076
(491)
(528)
(Gain) Loss on disposal of property, plant and equipment
(16)
Property, plant and equipment written off
119
3
61,002
52,434
Operating profit before working capital changes
83
Inventories
(15,763)
(6,876)
Trade receivables
(11,949)
(12,161)
(3,144)
(179)
Other receivables, deposits and prepayment
Trade payables
7,888
3,621
Other payables and accruals (Note A)
2,695
3,367
Due to directors (non-trade)
Cash generated from operations
Interest income received
Income tax paid
Net cash from operating activities
(231)
101
40,498
40,307
491
528
(7,518)
33,471
(6,547)
34,288
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment (Note A)
Acquisition of land use rights
Net cash used in investing activities
778
(19,668)
–
(18,890)
29
(13,200)
(113)
(13,284)
Cash flows from financing activities
Due to ultimate holding company
Capital reduction exercise (Note 3)
Dividends paid
Net cash used in financing activities
Effect of changes in currency translation
Net (decrease) increase in cash and cash equivalents
1,300
(44,847)
–
(43,547)
1,607
(28,966)
–
–
(14,108)
(14,108)
2,351
6,896
Cash and cash equivalents at beginning of year (Note 17)
72,141
62,894
Cash and cash equivalents at end of year (Note 17)
44,782
72,141
Note A
During the financial year, the Group acquired property, plant and equipment with an aggregate cost of approximately RMB 25,728,000
of which approximately RMB 6,060,000 remained unpaid as at 31 March 2011. Cash payments of RMB 19,668,000 were made to
purchase these property, plant and equipment.
46
cmz holdings ltd.
2011 annual report
NOTES TO THE FINANCIAL STATEMENTS
Amounts in thousands of Chinese Renminbi (“RMB”), unless otherwise stated
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1.
GENERAL INFORMATION
CMZ Holdings Ltd. (the “Company”) is a limited liability company domiciled and incorporated in Singapore. The
address of the Company’s registered office is 112 Robinson Road, #12-04, Singapore 068902. The address of
its principal place of business is Yixing Economic Development Zone, Yixing City, Jiangsu Province, People’s
Republic of China (“PRC”).
The Company’s immediate and ultimate holding company is Allied Sincere Limited, a company incorporated in the
British Virgin Islands.
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are
disclosed in Note 9 to the financial statements.
The financial statements for the year ended 31 March 2011 were authorised for issue in accordance with a
resolution of the Board of Directors on 8 July 2011.
2.
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements are prepared in accordance with the historical cost convention, except as disclosed in
the accounting policies below and are drawn up in accordance with the Singapore Financial Reporting Standards
(“FRS”).
The preparation of the financial statements in conformity with FRS requires management to exercise its judgement,
in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the financial year. Although these
estimates are based on management’s best knowledge of current events and actions, actual results may ultimately
differ from those estimates. Critical accounting estimates and assumptions used that are significant to the
financial statements and areas involving a higher degree of judgement or complexity, are disclosed in this Note.
Adoption of new and revised standards
On 1 April 2010, the Group adopted the new or amended FRS and Interpretations of FRS (“INT FRS”) that are
mandatory for application from that date. Changes to the Group’s 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 Group’s and Company’s accounting
policies and had no material effect on the amounts reported for the current or prior financial years, except as
disclosed below:
47
cmz holdings ltd.
(Continued)
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Adoption of new and revised standards (Continued)
(a)
FRS 3 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
The revised FRS 3 introduces a number of changes to the accounting for business combinations that will
impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs,
and future reported results. Changes in significant accounting policies resulting from the adoption of the
revised FRS 3 include:
•
Transaction costs would no longer be capitalized as part of the cost of acquisition but will be
expensed immediately;
•
Consideration contingent on future events are recognised at fair value on the acquisition date and
any changes in the amount of consideration to be paid will no longer be adjusted against goodwill
but recognised in profit or loss;
•
The Group elects for each acquisition of a business, to measure non-controlling interest at fair
value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net
assets, and this impacts the amount of goodwill; and
•
When a business is acquired in stages, the previously held equity interests in the acquiree is
remeasured to fair value at the acquisition date with any corresponding gain or loss recognised in
profit or loss, and this impacts the amount of goodwill recognised.
According to its transitional provisions, the revised FRS 3 has been applied prospectively, and does not
impact on the Group’s financial statements in respect of assets and liabilities that arose from business
combinations whose acquisition dates are before 1 April 2010. The changes will affect future business
combinations.
(b)
FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning
on or after 1 July 2009)
Changes in significant accounting policies resulting from the adoption of the revised FRS 27 include:
•
A change in the ownership interest of a subsidiary that does not result in a loss of control is
accounted for as an equity transaction. Therefore, such a change will have no impact on goodwill,
nor will it give rise to a gain or loss recognised in profit or loss;
•
Losses incurred by a subsidiary are allocated to the non-controlling interest even if the losses
exceed the non-controlling interest in the subsidiary’s equity; and
•
When control over a subsidiary is lost, any interest retained is measured at fair value with the
corresponding gain or loss recognised in profit or loss.
According to its transitional provisions, the revised FRS 27 has been applied prospectively, and does not
impact the Group’s financial statements in respect of disposal of subsidiaries before 1 April 2010.
48
cmz holdings ltd.
2011 annual report
(Continued)
2.
Adoption of new and revised standards (Continued)
(c)
Amendment to FRS 7 Cash Flow Statements (effective for annual periods beginning on or after
1 January 2010)
Under the amendment, only expenditures that result in a recognised asset in the balance sheet can be
classified as investing activities in the statement of cash flows. Previously, such expenditure could be
classified as investing activities in the statement of cash flows.
This change has been applied retrospectively. It had no material effect on the amounts presented in the
statement of cash flows for the current or prior year.
Standards issued but not yet effective
The Group has not adopted the following standards and interpretations that have been issued but not yet
effective:
Description
Amendment to FRS 32 Financial Instruments: Presentation –
Classification of Rights Issues
INT FRS 19 Extinguishing Financial Liabilities with Equity Instruments
Effective for annual
periods beginning
on or after
1 February 2010
1 July 2010
Revised FRS 24 Related Party Disclosures
1 January 2011
Amendments to INT FRS 14 Prepayments of a Minimum Funding Requirement
1 January 2011
Except for the revised FRS 24, the directors expect that the adoption of the other standards and interpretations
above will have no material impact on the financial statements in the period of initial application. The nature of
the impending changes in accounting policy on adoption of the revised FRS 24 is described below.
Revised FRS 24 Related Party Disclosures
The revised FRS 24 clarifies the definition of a related party to simplify the identification of such relationships
and to eliminate inconsistencies in its application. The revised FRS 24 expands the definition of a related party
and would treat two entities as related to each other whenever a person (or a close member of that person’s
family) or a third party has control or joint control over the entity, or has significant influence over the entity. The
revised standard also introduces a partial exemption of disclosure requirements for government-related entities.
The Group is currently determining the impact of the changes to the definition of a related party has on the
disclosure of related party transaction. As this is a disclosure standard, it will have no impact on the financial
position or financial performance of the Group when implemented in 2012.
49
cmz holdings ltd.
(Continued)
2.
Group accounting
Subsidiaries
(i)
Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the
financial and operating policies so as to obtain benefits from its activities, generally accompanied by a
shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date on which 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.
(ii)
Acquisition of businesses
The acquisition method of accounting is used to account for business combinations 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 the fair value of any contingent consideration arrangement and the fair value of
any pre-existing equity interest in the subsidiary. 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 non-controlling interest’s proportionate share of the
acquiree’s net identifiable assets.
The excess of 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 fair value of the
net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the
net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit or loss as a bargain purchase.
50
cmz holdings ltd.
2011 annual report
(Continued)
2.
Group accounting (Continued)
Subsidiaries (Continued)
(iii)
Disposals of subsidiaries or businesses
The assets and liabilities of the subsidiary, including any goodwill, are derecognised when a change in the
Company’s ownership interest in a subsidiary results in a loss of control over the subsidiary. Amounts
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 interest in the entity is remeasured at fair value. The difference between the carrying amount
of the retained investment at the date when control is lost and its fair value is recognised in profit or
loss.
Currency translation
Functional and presentation currency
The individual financial statements of each entity are measured using the currency of the primary economic
environment in which the entity operates (“functional currency”). The consolidated financial statements are
presented in Chinese Renminbi (“RMB”), which is the functional currency of the Company.
Transactions and balances
Transactions in foreign currencies are measured in the respective functional currencies of the Company and its
subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating
those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the end of the reporting period. Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the
balance sheet date are recognised in profit or loss except for exchange differences arising on monetary items that
form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive
income and accumulated under foreign currency translation reserve in equity. The foreign currency translation
reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation.
51
cmz holdings ltd.
(Continued)
2.
Currency translation (Continued)
Translation of the Group’s financial statements
The assets and liabilities of foreign operations are translated into Chinese Renminbi at the rate of exchange ruling
at the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the
date of transactions. The exchange differences arising on the translation are reconciled in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive income relating to that
particular foreign operation is recognised in the profit or loss.
In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the
proportionate share of the cumulative amount of the exchange differences are re-attributed to non-controlling
interest and are not recognised in profit or loss. For partial disposals of associates or jointly controlled entities
that are foreign operations, the proportionate share of the accumulated exchange differences is reclassified to
profit or loss.
The Group has elected to recycle the accumulated exchange differences in the separate component of other
comprehensive income that arises from the direct method of consolidation, which is the method the Group uses
to complete its consolidation.
Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. Such cost includes the cost of replacing
part of the property, plant and equipment and borrowing costs that directly attributable to the acquisition,
construction or production of a qualifying property, plant and equipment and the accounting policy for borrowing
costs is set out in this Note. The cost of an item of property, plant and equipment is recognised as an asset if,
and only if it is probable that the future economic benefits associated with the item will flow to the Group and
the cost of the item can be measured reliably.
After initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any
accumulated impairment loss.
Construction in progress includes all cost of construction and other direct costs. Cost includes professional fees
and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy.
Construction in progress is reclassified to the appropriate category of property, plant and equipment when
complete and ready to use.
52
cmz holdings ltd.
2011 annual report
(Continued)
2.
Property, plant and equipment (Continued)
Construction in progress is not depreciated. All other items of property, plant and equipment are depreciated
using the straight-line method to write-off the cost of the assets less estimated residual value over their estimated
useful lives. The estimated useful lives and residual values have been taken as follows: -
Estimated
useful lives (Years)
Estimated residual
value as a percentage of cost
Leasehold buildings
20
5 – 10%
Plant and machinery
10
5 – 10%
Office equipment
Motor vehicles
2–5
5 – 10%
5
5 – 10%
Fully depreciated assets are retained in the financial statements until they are no longer in use.
The residual value, estimated useful life and depreciation method are reviewed periodically to ensure that the
amount, method and period of depreciation are consistent with the expected pattern of economic benefits from
items of property, plant and equipment.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amounts of the asset and is recognised in the profit
or loss within other income (expenses) and the revaluation reserve related to those asset, if any, is transferred
directly to retained earnings.
Land use rights
Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost
less accumulated amortisation and accumulated impairment losses. The land use rights are amortised on a
straight-line basis over the lease term of 50 years.
Subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses in the Company’s balance
sheet. On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying
amounts of the investments are recognised in profit or loss.
53
cmz holdings ltd.
(Continued)
2.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an
estimate of the asset’s recoverable amount.
An asset’s recoverable amount is calculated as the higher of the asset’s value in use and the asset’s or cashgenerating unit’s fair value less costs to sell and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely dependent on those from other assets. Where the carrying amount of an
asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be
generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. In determining fair value less
costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples
or other available fair value indicators.
Impairment losses of continuing operations are recognised in the profit or loss in those expense categories
consistent with the function of the impaired asset, except for assets that are previously revalued where the
revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication
that previously recognised impairment losses may no longer exist or may have decreased. If such indication
exists, the Group estimates the assets or cash-generating unit’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable
amount of an asset since the last impairment loss was recognised. If that is the case, the carrying amount of the
asset is increased to its recoverable amount. This increase cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is
recognised in the profit and loss unless the asset is measured at revalued amount, in which case the reversal is
treated as a revaluation increase.
Financial assets
Initial recognition and measurement
Financial assets are recognised on the balance sheet when the Group becomes a party to the contractual
provisions of the financial instrument. The Group determines the classification of its financial assets at initial
recognition. Financial assets are initially recognised at fair value plus, in the case of financial assets not at fair
value through profit or loss, directly attributable transaction costs.
54
cmz holdings ltd.
2011 annual report
(Continued)
2.
Financial assets (Continued)
Subsequent measurement
The Group classifies its investments in financial assets in the following categories: loans and receivables and
held-to-maturity investments. The classification depends on the purpose for which the assets were acquired.
Management determines the classification of its financial assets at initial recognition and re-evaluates this
designation at every reporting date.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They arise when the Group provides money, goods or services directly to a
debtor with no intention of trading the receivable. They are included in current assets, except those
maturing more than 12 months after the balance sheet date which are classified as non-current assets.
Loans and receivables are presented as trade and other receivables and cash and bank balances on the
balance sheet.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective
interest rate method, less impairment. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
(ii)
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and
fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If
the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole
category would be tainted and reclassified as available-for-sale. They are presented as non-current assets,
except those maturing within 12 months after the balance sheet date which are presented as current
assets. The Group’s held-to-maturity investments include investment in unit trust.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the
effective interest method, less impairment. Gains and losses are recognised in profit or loss when the
held-to-maturity investments are derecognised or impaired, and through the amortisation process.
Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets have
expired or have been transferred. On derecognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
All regular way purchases and sales of financial assets are recognised or derecognised on the trade date basis
where the purchase or sale of financial assets are under a contract whose terms require delivery of the assets
within the timeframe established by the market concerned.
55
cmz holdings ltd.
(Continued)
2.
Impairment of financial assets
The Group assess as at each balance sheet date whether there is any objective evidence that a financial asset or
group of financial assets is impaired.
(i)
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses individually whether objective
evidence of impairment exists individually for financial assets that are individually significant, or collectively
for financial assets that are not individually significant. If the Group determines that no objective evidence
of impairment exists for an individually assessed financial asset, whether significant or not, it includes the
asset in a group of financial assets with similar credit risk characteristics and collectively assesses them
for impairment. Assets that are individually assessed for impairment and for which an impairment loss is,
or continues to be recognised are not included in a collective assessment of impairment.
An impairment loss is recognised in profit or loss when there is objective evidence that the asset is
impaired, and is measured as the difference between the asset’s carrying amount and the present value
of estimated future cash flows discounted at the financial asset’s original effective interest rate. If a loan
has a variable interest rate, the discount rate for measuring any impairment loss is the current effective
interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The
impairment loss is recognised in the profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly
or if an amount was charged to the allowance account, the amounts charged to the allowance account are
written off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has been
incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties
of the debtor and default or significant delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its
amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
(ii)
Financial assets carried at cost
If there is objective evidence (such as significant adverse changes in the business environment where the
issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment
loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the
difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment losses are
not reversed in subsequent periods.
56
cmz holdings ltd.
2011 annual report
(Continued)
2.
Inventories
Inventories are stated at the lower of cost and net realisable value. Raw materials comprise purchase costs
accounted for on a weighted average basis or first-in first-out basis. Work-in-progress and finished goods comprise
cost of direct materials, direct labour and an attributable proportion of manufacturing overheads based on normal
operating capacity. These costs are assigned on a weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to be incurred for selling and distribution.
Related parties
A party is considered to be related to the Group if:
(a)
the party, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the Group; or has an interest in the Group that gives it significant influence over the
Group; or has joint control over the Group;
(b)
the party is an associate; a jointly-controlled entity;
(c)
the party is a member of the key management personnel of the Group or its parent;
(d)
the party is a close member of the family of any individual referred to in (a) and (c);
(e)
the party is an entity that is controlled, jointly controlled or significantly influenced by or for which
significant voting power in such entity resides with, directly or indirectly, any individual referred to (c) or
(d); or
(f)
the party is a post-employment benefit plan for the benefit of the employees of the Group, or of any entity
that is a related party of the Group.
Cash and cash equivalents
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand,
deposits with financial institutions, and short term, highly liquid investments readily convertible to known
amounts of cash and subjected to an insignificant risk of changes in value.
Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of FRS 39 are recognised on the balance sheet when, and only when, the
Group becomes a party to the contractual provisions of the financial instrument. The Group determines the
classification of its financial liabilities at initial recognition. Financial liabilities are recognised initially at fair value,
plus, in the case of financial liabilities other than derivatives, directly attributable transaction costs.
57
cmz holdings ltd.
(Continued)
2.
Financial liabilities (Continued)
Subsequent measurement
Subsequent to initial recognition, financial liabilities are subsequently measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when liabilities are derecognised, and
through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is extinguished, discharged, cancelled
or expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or modification
is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the profit or loss.
Provisions
A provision is recognised when there is a present obligation, legal or constructive, as a result of a past event and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed regularly at each
balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of
economic resources will be required to settle the obligation, the provision is reversed. Where the effect of the
time value of money is material, the provision is discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
Share capital and treasury shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against share capital.
When ordinary shares are reacquired (“treasury shares”), the amount of consideration paid including any directly
attributable incremental costs is recognised directly in equity, until they are cancelled, sold or reissued. When
treasury shares are subsequently cancelled, the cost of the treasury shares are deducted against the share capital
account if the shares are purchased out of capital of the Company, or against the revenue reserve of the
Company, if the shares are purchased out of earnings of the Company.
Dividends
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are
recorded in the financial year in which the dividends are approved by the shareholders.
58
cmz holdings ltd.
2011 annual report
(Continued)
2.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable,
excluding discounts, rebates and sales taxes or duty. The Group assesses its revenue arrangements to determine
if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue
arrangements. The following specific recognition criteria must also be met before revenue is recognised:
Revenue from sale of goods is recognised upon the transfer of significant risks and rewards of ownership, which
generally coincides with the time when the goods are delivered to customers and title has passed. Revenue is not
recognised to the extent where there are significant uncertainties regarding recovery of the consideration due,
associated costs or the possible return of goods.
Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding
and the effective interest rates applicable.
Government grants
Government grant are recognised at their fair value where there is reasonable assurance that the grant will be
received and all terms and conditions relating to the grants have been complied with. Where the grant relates to
income, the government grant shall be recognised in profit or loss on a systematic basis over the periods in which
the entity recognises as expenses the related costs for which the grants are intended to compensate. Grants
related to income may be presented as a credit in profit or loss, either separately or under a general heading such
as “Other income”. Alternatively, they are deducted in reporting the related expenses.
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item
are classified as operating leases. Operating lease payments are recognised as an expense in the consolidated
statement of comprehensive income on a straight-line basis over the lease term.
Employees’ benefits
(i)
Retirement benefits
The Group participates in the national schemes as defined by the laws of the countries in which it has
operations.
Singapore
The Company makes contribution to the Central Provident Fund (CPF) Scheme in Singapore, a defined
contribution pension scheme.
59
cmz holdings ltd.
(Continued)
2.
Employees’ benefits (Continued)
(i)
Retirement benefits (Continued)
PRC
The subsidiary, CMZ Zipper (Wuxi) Co., Ltd. incorporated and operating in the PRC, is required to provide
certain retirement plan contribution to their employees under existing PRC regulations. Contributions are
provided at rates stipulated by the PRC regulations and are managed by government agencies, which are
responsible for administering these amounts for the subsidiary’s employees.
Hong Kong
The subsidiary, CMZ Zipper (Hong Kong) Co., Limited incorporated and operating in Hong Kong, is required
to provide certain retirement plan contribution to their employees under the Mandatory Provident Fund
Ordinance (“MPF Ordinance”) in Hong Kong. Contributions are provided at rates stipulated under the MPF
Ordinance.
Obligations for contributions to defined contribution retirement plans are recognised as an expense in the
period in which the related service is performed.
(ii)
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is
made for the estimated liability as a result of services rendered by employees up to the balance sheet
date.
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered
from the tax authorities, using tax rates and tax laws that have been substantially enacted by the balance sheet
date in the countries where the Group operates and generates taxable income. Current income taxes are
recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss,
either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in
the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
60
cmz holdings ltd.
2011 annual report
(Continued)
2.
Income tax (Continued)
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries,
except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or
the asset realised, based on tax rates and tax laws that have been enacted or substantively enacted by the
balance sheet date. Deferred tax is charged or credited to profit or loss, except when it relates to items charged
or credited directly to other comprehensive income or equity, in which case the deferred tax is also dealt with in
other comprehensive income or equity.
Deferred tax assets or liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
The Group’s sales of goods in the PRC are subjected to VAT at the applicable tax rate of 17% for PRC domestic
sales. Input tax on purchases can be deducted from output VAT. The net amount of VAT recoverable from, or
payable to, the tax authority is included as part of “Trade receivables” or “Trade payables” in the balance sheet.
The Group’s export sales are not subject to VAT.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the executive
committee whose members are responsible for allocating resources and assessing performance of the operating
segments. The management does not allocate resources and assess performance by operating segment as the
Group’s major business comprises of the manufacturing and sale of zippers and sewing threads is attributable to
a single geographical region, which is the PRC. Accordingly, no separate analysis of segment information is
presented.
Critical accounting estimates and assumptions
Estimates and assumptions are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below.
61
cmz holdings ltd.
(Continued)
2.
Critical accounting estimates and assumptions (Continued)
(a)
Depreciation of plant and machinery
The cost of plant and machinery used for the manufacture of zippers is depreciated on a straight-line basis
over the estimated useful lives of the assets. Management estimates the useful lives of the production
lines to be 10 years. The net carrying amount of the Group’s plant and machinery as at 31 March 2011 is
approximately RMB38,206,000 (2010: RMB31,440,000). Changes in the expected level of usage and
technological developments could impact the economic useful lives and residual values of these plant and
machinery. Therefore, future depreciation charges could be revised.
(b)
Depreciation of leasehold buildings
The cost of construction of buildings is depreciated on a straight-line basis over the estimated useful life
of 20 years. The net carrying amount of the Group’s leasehold buildings as at 31 March 2011 is
approximately RMB48,076,000 (2010: RMB38,941,000). Changes in the physical condition of the
buildings could impact the economic useful life and residual value of the asset. As at 31 March 2011, there
are no indications that the remaining economic useful life of these leasehold buildings is significantly lower
than the remaining useful life.
(c)
Net realisable value of inventories
Net realisable value of inventories is the estimated selling price in the ordinary course of business, less
estimated costs of completion and selling expenses. These estimates are based on current market condition
and the historical experience of selling products of similar nature. It could change significantly as a result
of competitors’ actions in response to severe industry cycles. Management reassesses the estimations at
end of each financial year. The carrying amount of the Group’s inventories is disclosed in Note 13.
(d)
Impairment of trade and other receivables
Impairment of trade and other receivables are established when there is objective evidence that the Group
will not be able to collect all amounts due according to original terms of receivables. An assessment is
made at each balance sheet date of whether there is any indication of impairment of any asset, or whether
there is any indication that an impairment loss previously recognised for an asset in prior periods may no
longer exist or may have decreased. Where the actual results differ from the amounts that were initially
assessed, such differences will result in material adjustment to the carrying amounts within the next
financial year. The carrying amount of the Group’s trade receivables and other receivables are disclosed in
Note 14 and Note 15 respectively.
62
cmz holdings ltd.
2011 annual report
(Continued)
3.
SHARE CAPITAL
Group and Company
2011
2010
Number of ordinary shares
2011
2010
RMB’000
RMB’000
124,904
124,904
Issued and paid up:
At the beginning of the year
Capital reduction exercise (Note 1)
At the end of the year
304,652,000
304,652,000
–
–
304,652,000
304,652,000
(44,847)
80,057
–
124,904
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All issued shares are fully paid and there is no par value for these
ordinary shares.
Note 1
On 22 February 2010, the Company announced a capital reduction exercise pursuant to the Singapore Companies Act, which
was approved by the High Court on 11 May 2010. In connection with the capital reduction exercise, the Company made a cash
distribution of approximately S$8.9 million (RMB44.8 million), equivalent to S$0.03 per paid-up ordinary share to the
shareholders of the Company.
Upon payment of the cash distribution on the payment date on 14 June 2010, the share capital of the Company
was reduced by approximately S$8.9 million (RMB44.8 million). There are no changes in the total number of
issued shares of the Company after the payment of cash distribution.
4.
TREASURY SHARES
Group and Company
At the beginning and end of the year
Number of
shares
6,816,000
2011
2010
RMB’000
Number of
shares
RMB’000
(4,863)
6,816,000
(4,863)
Treasury shares relate to ordinary shares held by the Company.
The Company did not acquire any shares in the Company in 2011 and 2010 through purchases on the Singapore
Exchange.
63
cmz holdings ltd.
(Continued)
5.
STATUTORY RESERVES
Statutory reserves funds comprise:
Percentage of contribution
from profit after tax
(a) Statutory reserve fund
(b) Staff welfare reserve
10%
5%
Group
2011
RMB’000
2010
RMB’000
21,712
16,633
10,858
8,318
32,570
24,951
The non-distributable reserves represent amounts set aside in compliance with the local laws in PRC where the
subsidiary operates.
(a)
In accordance with the “Law of the PRC on Enterprise Operated Exclusively with Foreign Capital” and the
subsidiary’s Articles of Association, the subsidiary, CMZ Zipper (Wuxi) Co., Ltd., a wholly foreign-owned
enterprise must make appropriation to a statutory reserve fund (“SRF”). At least 10% of the statutory
after tax profits as determined in accordance with the applicable PRC accounting standards and regulations
must be allocated to the SRF. If the cumulative total of the SRF reaches 50% of an enterprise’s registered
capital, the enterprise will not be required to make any further appropriation.
(b)
The PRC subsidiary, CMZ Zipper (Wuxi) Co., Ltd., has appropriated 5% of its profit after tax to the
statutory staff welfare reserve fund on a voluntary basis as allowed by its respective Articles of Association.
The statutory staff welfare reserve fund would be used for the collective welfare of the employees.
The total statutory reserves may be used to offset accumulated losses or increase the registered capital of the
company, subjected to approval from the relevant PRC authorities and is not available for dividend distribution to
shareholders. The PRC enterprise is prohibited from distributing dividends unless the losses (if any) of previous
years have been made good.
6.
MERGER DEFICIT
The merger deficit arises from the difference between the purchase consideration and the carrying value of the
assets acquired under the pooling-of-interests method of consolidation.
7.
TRANSLATION DEFICIT
Company
2011
2010
RMB’000
RMB’000
Net currency translation difference of financial statements of
foreign subsidiaries
(1,932)
1,658
(274)
(6,710)
4,778
(1,932)
64
cmz holdings ltd.
2011 annual report
(Continued)
8.
REVENUE RESERVE / (ACCUMULATED LOSSES)
Company
2010
RMB’000
RMB’000
15,319
(1,682)
Dividends (Note 29)
9.
2011
(14,108)
–
Loss for the year
(5,576)
(2,893)
(7,258)
(1,682)
SUBSIDIARIES
Company
2011
2010
RMB’000
RMB’000
65,066
65,066
Unquoted equity interest, at cost
At beginning and end of the year
Details of the subsidiaries are as follows:
Name of subsidiaries
Place of
incorporation/
business
Principal activities
Effective equity
held by the Group
Cost of investment
2011
2010
2011
2010
%
%
RMB’000
RMB’000
CMZ Zipper (Wuxi)
Co., Ltd. (1)
PRC
Production and sale of
zippers and sewing
thread
100
100
65,057
65,057
CMZ Zipper
(Hong Kong) Co.,
Limited. (2)
Hong Kong
Marketing and sale of
zippers and garment
accessories
100
100
9
9
65,066
65,066
(1)
(2)
Audited by Jiangsu Tianhua Dapeng Certified Public Accountants Co., Ltd., a firm of Certified Public Accountants in the
PRC for local statutory reporting and by Crowe Horwath First Trust LLP for consolidation purposes.
Audited by Chan Yip Keung & Co. Certified Public Accountants, a firm of Certified Public Accountants in Hong Kong for
local statutory reporting and reviewed by Crowe Horwath First Trust LLP, for the financial year ended 31 March 2011 for
consolidation purposes.
65
cmz holdings ltd.
(Continued)
10.
PROPERTY, PLANT AND EQUIPMENT
Group
Leasehold
buildings
Plant and
machinery
Office
equipment
Motor
vehicles
Construction
in progress
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
41,308
54,321
7,259
3,606
80
106,574
4,833
4,235
1,181
–
2,951
13,200
Cost
As at 1 April 2009
Additions
Disposal
(78)
Written off
–
Reclassification
–
Transfer
(154)
–
(75)
(76)
(25)
–
(333)
(4)
–
–
(4)
75
–
–
–
738
1,114
–
–
As at 31 March 2010
46,801
59,441
8,435
3,581
As at 1 April 2010
(1,852)
–
1,179
119,437
46,801
59,441
8,435
3,581
1,179
119,437
Additions
–
46
1,008
167
24,507
25,728
Disposal
–
(805)
Written off
–
(441)
(69)
–
(557)
–
–
(1,431)
–
(441)
Transfer
11,230
12,015
–
–
As at 31 March 2011
58,031
70,256
9,374
3,191
(23,245)
2,441
143,293
–
As at 1 April 2009
6,000
23,770
3,311
1,886
–
34,967
Charge for the year
1,884
4,368
1,238
586
–
8,076
Accumulated depreciation
Disposal
Written off
Reclassification
(24)
–
–
(108)
–
(29)
(66)
(1)
(23)
–
(221)
–
–
(1)
29
–
–
–
As at 31 March 2010
7,860
28,001
4,511
2,449
–
42,821
As at 1 April 2010
7,860
28,001
4,511
2,449
–
42,821
Charge for the year
2,095
4,644
1,299
359
–
8,397
(389)
Disposal
–
(273)
(7)
–
(669)
Written off
–
(322)
–
–
–
(322)
As at 31 March 2011
9,955
32,050
5,803
2,419
–
50,227
As at 31 March 2011
48,076
38,206
3,571
772
2,441
93,066
As at 31 March 2010 and
1 April 2010
38,941
31,440
3,924
1,132
1,179
76,616
As at 1 April 2009
35,308
30,551
3,948
1,720
80
71,607
Net carrying value
66
cmz holdings ltd.
2011 annual report
(Continued)
10.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Company
Office equipment
RMB’000
Cost
As at 1 April 2009, 1 April 2010 and 31 March 2011
37
Accumulated depreciation
As at 1 April 2009
17
Charge for the year
14
As at 31 March 2010
31
As at 1 April 2010
31
Charge for the year
As at 31 March 2011
6
37
Net carrying value
As at 31 March 2011
–
As at 31 March 2010 and 1 April 2010
6
As at 1 April 2009
20
67
cmz holdings ltd.
(Continued)
11.
LAND USE RIGHTS
Group
RMB’000
Cost
As at 1 April 2009
11,215
Additions
113
As at 31 March 2010
11,328
As at 1 April 2010 and 31 March 2011
11,328
Accumulated amortisation
As at 1 April 2009
(1,011)
Amortisation for the year
(216)
As at 31 March 2010
(1,227)
As at 1 April 2010
(1,227)
Amortisation for the year
(235)
As at 31 March 2011
(1,462)
Net carrying value
As at 31 March 2011
12.
9,866
As at 31 March 2010 and 1 April 2010
10,101
As at 1 April 2009
10,204
HELD-TO-MATURITY FINANCIAL ASSET
Group
2011
2010
RMB’000
RMB’000
–
10,037
Unquoted security
Unit trust with fixed interest of 11.5% per annum and maturity date of
31 January 2011 – PRC
– Current portion
68
cmz holdings ltd.
2011 annual report
(Continued)
12.
HELD-TO-MATURITY FINANCIAL ASSET (Continued)
The fair value of the unit trust at the balance sheet date is as follow:
Group
Unit trust with fixed interest of 11.5% per annum and maturity date of
31 January 2011
2011
2010
RMB’000
RMB’000
–
12,917
As at 31 March 2010, the fair value is based on discounted cash flows using market interest rate of 5.4% for an
equivalent unit trust with fixed interest of 11.5% per annum and maturity date on 31 January 2011.
Upon maturity during the financial year, held-to-maturity financial asset has been reclassified to other receivables,
deposits and prepayments. Subsequent to year-end, the Group received the total cost of investment of the heldto-maturity financial asset (principal plus interests).
13.
INVENTORIES
Group
Raw materials
Work-in-progress
Finished goods
2011
2010
RMB’000
RMB’000
17,834
11,959
7,864
6,469
9,822
1,329
35,520
19,757
The cost of inventories recognised as expenses and included in ‘cost of sales’ amounted to RMB142,379,246
(2010: RMB109,276,427).
The movement in allowance for inventory obsolescence is as follows:
Group
Balance at the beginning and end of the year
2011
2010
RMB’000
RMB’000
575
575
69
cmz holdings ltd.
(Continued)
14.
TRADE RECEIVABLES
Group
Trade receivables
Allowance for impairment of trade receivables (Note 32(c))
2010
RMB’000
RMB’000
51,474
42,330
(827)
(994)
Notes receivables
Value added tax receivable
15.
2011
50,480
41,503
4,591
2,045
714
288
55,785
43,836
OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group
Other receivables (Note A)
Allowance for impairment of other receivables
Advances to suppliers
Company
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
14,611
3,176
5
19
–
–
(65)
(261)
14,546
2,915
5
19
2,870
1,359
–
–
Prepayments
331
295
–
17
Advances to employees
500
466
–
–
64
95
–
–
18,311
5,130
5
36
Deposits
Note A
Other receivables include held-to-maturity financial asset, amounting to approximately RMB 13,450,000 (Note 12).
16.
DUE FROM SUBSIDIARIES/DUE TO ULTIMATE HOLDING COMPANY/DUE TO DIRECTORS
(NON-TRADE)
These non-trade balances are unsecured, interest-free and repayable on demand.
70
cmz holdings ltd.
2011 annual report
(Continued)
17.
CASH AND BANK BALANCES
Group
Company
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
13,782
20,664
60
5,532
Fixed deposits
31,000
51,477
–
41,477
44,782
72,141
60
47,009
The fixed deposits have maturity periods ranging from 90 days to 180 days (2010: 90 days to 180 days) and yield
interest income at effective rates ranging from 1.91% to 2.20% (2010: 0.52% to 2.25%) per annum.
Fixed deposits with maturity dates more than 3 months can be withdrawn anytime before the maturity dates
without penalty. However, any interest receivable will be forfeited upon pre-mature withdrawal. As the principal
value of the deposits is readily convertible to cash, they form part of the cash and bank balances in the consolidated
statement of cash flows.
18.
OTHER PAYABLES AND ACCRUALS
Group
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
Accrued operating expenses
1,991
1,451
1,686
1,005
Advances from customers
3,306
1,493
–
–
Accrued payroll
4,281
2,846
–
–
7,516
2,549
–
45
17,094
8,339
1,686
1,050
Other payables
19.
Company
REVENUE
Group
Zippers
Sewing threads
2011
2010
RMB’000
RMB’000
248,749
190,459
5,121
4,084
253,870
194,543
71
cmz holdings ltd.
(Continued)
20.
OTHER OPERATING INCOME
Group
Sale of semi-finished goods
2010
RMB’000
RMB’000
953
1,380
Gain on disposal of property, plant and equipment
16
–
Government grants
70
2,203
Write back of allowance for impairment of trade receivables
–
344
Write back of allowance for impairment of other receivables
196
–
60
44
1,722
3,544
Others
2011
For the financial year ended 31 March 2010, government grants relate mainly to a one-off cash grants received
from the local government authority in the PRC, which are mainly grants awarded to public listed entities to
support international business development. There are no unfulfilled conditions or contingencies attached to
these grants.
21.
OTHER OPERATING EXPENSES
Group
2011
2010
RMB’000
RMB’000
Allowance for impairment of trade receivables
167
–
Allowance for impairment of other receivables
–
261
Inventories written off
–
29
164
150
–
83
Donations
Loss on disposal of property, plant and equipment
119
3
450
526
72
cmz holdings ltd.
2011 annual report
(Continued)
22.
NET FINANCE INCOME
Group
2011
2010
RMB’000
RMB’000
Finance income
Bank interest income
491
528
Interest income – held-to-maturity financial asset
938
1,163
1,429
1,691
Finance expenses
Loss on foreign exchange, net
Bank charges
Net finance income
23.
PROFIT BEFORE TAX
This is determined after charging / (crediting) the following:
(570)
(899)
(71)
(65)
(641)
(964)
788
727
Group
2011
2010
RMB’000
RMB’000
Amortisation of land use rights
235
216
Allowance (Write back) for impairment for trade receivables
167
(344)
(Write back) Allowance for impairment of other receivables
(196)
261
Inventories written off
Depreciation of property, plant and equipment
–
29
8,397
8,076
2,617
2,286
483
737
504
480
Directors’ remuneration
– directors of the Company
– directors of subsidiaries
Directors’ fees
– directors of the Company
(Gain) Loss on disposal of property, plant and equipment
Operating lease expenses
Personnel expenses (Note 24)
Research and development expenses
(16)
83
959
674
46,816
37,737
119
3
5,830
2,559
73
cmz holdings ltd.
(Continued)
24.
PERSONNEL EXPENSES
Group
2011
2010
RMB’000
RMB’000
40,480
33,696
Pension contributions
3,530
2,820
Other personnel expenses
2,806
1,221
46,816
37,737
Wages, salaries and bonuses*
* Include directors’ remuneration as disclosed in Note 23.
25.
INCOME TAX
Major components of income tax expense for the financial years ended 31 March 2011 and 31 March 2010
were:
Group
2011
2010
RMB’000
RMB’000
7,351
6,381
Current tax
– current year
– under-provision in prior year
142
13
7,493
6,394
The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable rate is as
follows:
Group
2011
2010
RMB’000
RMB’000
Profit before tax
52,758
44,584
Tax at PRC preferential rate of 25% (2010: 25%)
13,190
11,146
30
372
Tax effect of differences in tax rates
1,316
1,243
Tax effect of income exempted from tax
(7,185)
(6,380)
Tax effect of expenses that are non-deductible in determining taxable profit
Under-provision in prior year
142
13
7,493
6,394
74
cmz holdings ltd.
2011 annual report
(Continued)
25.
INCOME TAX (Continued)
The Company
The Company has no taxable income for the financial year ended 31 March 2011. The statutory income tax rate
for the period ended 31 March 2011 applicable to the Company is 17% (2010: 17%).
CMZ Zipper (Wuxi) Co., Ltd.
The subsidiary is entitled to an exemption from Enterprise Income Tax (“EIT”) for the first two profitable years of
operation and thereafter a 50% reduction in EIT for the following three financial years. The first profitable year
of the subsidiary is the financial year ended 31 December 2006.
In accordance with the revised Income Tax Law of the PRC effective on 1 January 2008, the statutory tax rate
for PRC companies is levied at 25%. Accordingly, the subsidiary is entitled to a concessionary income tax rate of
12.5%, which represents a 50% relief from the applicable rate of 25% with effect from 1 January 2008 to
31 December 2010.
Under the New Corporate Income Tax Law (“CIT Law”), PRC companies which are qualified as High / New
Technology Enterprises (“HNTE”) from 1 January 2008 are entitled to a concessionary tax rate of 15% which
represents a 10% relief from the applicable tax rate of 25%. On 22 December 2009, the subsidiary was qualified
as HNTE and accordingly the subsidiary is taxed at 15% for calendar year ending 2011.
CMZ Zipper (Hong Kong) Co., Limited
The subsidiary has no taxable income during the period from the year ended 31 March 2011. The statutory
income tax rate for the period ended 31 March 2011 applicable to the subsidiary is 16.5% (2010: 16.5%).
No deferred tax has been provided, as the Group did not have any significant temporary differences which gave
rise to a deferred tax asset or liability at the balance sheet date.
The aggregate amount of temporary differences associated with undistributed earnings of the PRC subsidiary for
which deferred tax liabilities have not been recognised is approximately RMB 5,687,000 (2010: RMB 3,528,000).
No liability has been recognised in respect of temporary differences associated with undistributed earnings of the
PRC subsidiary because the Group is in a position to control the timing of the reversal of the temporary differences
and it is probable that such differences will not reverse in the foreseeable future.
75
cmz holdings ltd.
(Continued)
26.
EARNINGS PER SHARE
The calculations of earnings per share are based on the profits and numbers of shares shown below.
Group
Profit attributable to shareholders
2011
2010
RMB’000
RMB’000
45,265
38,190
Number of shares
Weighted average number of shares
2011
2010
RMB’000
RMB’000
297,836,000
297,836,000
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to the equity
holders of the Company by the weighted average number of ordinary shares outstanding during the financial
year.
Diluted earnings per share is the same as the basic earnings per share as no share options, warrants or other
compound financial instruments with dilutive effect were granted during the financial year or outstanding at the
end of the financial year.
27.
DIRECTORS’ REMUNERATION
Number of directors of the Company in remuneration bands is disclosed below:
Company
2011
2010
S$250,000 to S$499,000
1
1
Below S$250,000
4
4
76
cmz holdings ltd.
2011 annual report
(Continued)
28.
RELATED PARTY INFORMATION
Some of the arrangements with related parties (as defined in Note 2 above) and the effects of these bases
determined between the parties are reflected elsewhere in this report. The balances due from related parties are
unsecured, interest-free and repayable on demand. Transactions between the Company and its subsidiaries have
been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group
and other related companies are disclosed below.
Group
Purchases of property, plant and equipment
from directors
Payments to key management personnel
Company
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
–
4,833
–
–
4,657
4,452
3,615
3,490
The remuneration of directors and key management is determined by the remuneration committee having regard
to the performance of individuals and market trends.
29.
DIVIDENDS
Company
Final tax exempt (one-tier) dividend paid in respect of the financial year ended
31 March 2009 of S$0.01 (approximately RMB 4.74 cents) per share
2011
2010
RMB’000
RMB’000
–
14,108
–
14,108
77
cmz holdings ltd.
(Continued)
30.
COMMITMENTS
(a)
Non-cancellable operating lease commitments
As at 31 March 2011, the Group leases various sales offices under non-cancellable operating lease
agreements. The leases have varying terms, escalation clauses and renewal rights. Lease terms do not
contain restrictions on the Group’s activities concerning dividends, additional debt or further leasing.
The future aggregate minimum lease payable under non-cancellable operating leases contracted for as at
31 March 2011 but not recognised as liabilities are as follows:
Group
Company
2011
2010
2011
2010
RMB’000
RMB’000
RMB’000
RMB’000
– not later than 1 year
460
637
–
100
– 1 year through 5 years
219
232
–
204
679
869
–
304
Future minimum lease payments
(b)
Capital expenditure commitments
Group
Capital expenditure commitments in respect of contracts placed
(c)
2011
2010
RMB’000
RMB’000
–
2,899
Other commitment
Group
Donation commitment
2011
2010
RMB’000
RMB’000
2,250
2,400
On 19 January 2007, the subsidiary, CMZ Zipper (Wuxi) Co., Ltd. committed to donate RMB 3 million to
a charitable organisation. This amount is payable over a period of 20 years, in equal installments of
RMB150,000 per annum commencing from January 2007.
78
cmz holdings ltd.
2011 annual report
(Continued)
31.
SEGMENT INFORMATION
No separate analysis of operating segment is presented as the management does not allocate resources and
assess performance by operating segments. The Group’s major business comprise of the manufacture and sale
of zipper and sewing thread and the Group’s revenue, expenses, results, assets, liabilities and capital expenditure
are principally attributable to a single geographical region, which is the PRC.
32.FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
The main risks arising from the Group’s financial instruments are foreign exchange risk, liquidity risk and credit
risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks. The
Audit Committee provides independent oversight to the effectiveness of the risk management policies.
It is the Group’s policy not to trade in derivative contracts.
(a)
Market risk
(i)
Foreign exchange risk
As the Group’s transactions are primarily denominated in RMB, it is subject to minimal foreign
exchange exposure. The Group has cash and bank balances denominated in Singapore dollars,
United States dollars and Hong Kong dollars. Accordingly, the Group’s balance sheets can be
affected by movements in these exchange rates.
79
cmz holdings ltd.
(Continued)
32.FINANCIAL INSTRUMENTS (Continued)
Financial risk management objectives and policies (Continued)
(a)
Market risk (Continued)
(i)
Foreign exchange risk (Continued)
Currently, the PRC government imposes control over foreign currencies. RMB, the official currency
in the PRC, is not freely convertible. Enterprises operating in the PRC can enter into exchange
transactions through the People’s Bank of China or other authorised financial institutions. The
Group has not entered into any derivative instruments for hedging or trading purposes.
Group
As at 31 March 2011
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Financial assets
Trade receivables
–
578
–
55,207
55,785
Other receivables and deposits
5
–
3
15,102
15,110
60
45
131
44,546
44,782
65
623
134
114,855
115,677
–
–
–
26,654
26,654
1,687
–
18
12,083
13,788
Trade payables
Other financial liabilities
1,714
–
–
–
1,714
3,401
–
18
38,737
42,156
623
116
76,118
73,521
(116)
(76,118)
(72,898)
Net financial (liabilities) assets
(3,336)
Less: Net financial liabilities
(assets) denominated in the
respective entities functional
currencies
3,336
–
–
623
Foreign currency exposure
–
–
623
80
cmz holdings ltd.
2011 annual report
(Continued)
(a)
(i)
Group
As at 31 March 2010
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Financial assets
Trade receivables
Other receivables and deposits
–
1,602
–
42,234
43,836
19
–
13
3,444
3,476
47,009
39
156
24,937
72,141
–
–
–
10,037
10,037
47,028
1,641
169
80,652
129,490
Trade payables
Net financial assets
Less: Net financial assets
denominated in the respective
entities functional currencies
–
–
–
18,766
18,766
1,050
–
18
5,778
6,846
645
–
–
–
645
1,695
–
18
24,544
26,257
45,333
1,641
151
56,108
103,233
(151)
(56,108)
(101,592)
(45,333)
–
–
1,641
–
–
1,641
81
cmz holdings ltd.
(Continued)
(a)
(i)
Company
As at 31 March 2011
Singapore
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
Financial assets
Other receivables
Other financial assets
5
–
5
60
–
60
–
5,931
5,931
65
5,931
5,996
1,686
–
1,686
1,714
–
1,714
3,400
–
3,400
5,931
2,596
3,335
–
3,335
–
5,931
5,931
Net financial (liabilities) assets
Less: Net financial assets denominated in the
respective entities functional currencies
(3,335)
82
cmz holdings ltd.
2011 annual report
(Continued)
(a)
(i)
Company
As at 31 March 2010
Singapore
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
Financial assets
Other receivables
Other financial assets
19
–
19
47,009
–
47,009
–
6,005
6,005
47,028
6,005
53,033
1,050
–
1,050
Net financial assets
Less: Net financial assets denominated in the
respective entities functional currencies
645
–
645
1,695
–
1,695
45,333
6,005
51,338
(45,333)
–
–
6,005
(45,333)
6,005
83
cmz holdings ltd.
(Continued)
(a)
(i)
Foreign exchange risk sensitivity
The following table details the sensitivity to a 10% increase and decrease in the Chinese Renminbi
against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign
currency risk internally to key management personnel and represents management’s assessment
of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding
foreign currency denominated monetary items and adjusts their translation at the period end for a
10% change in foreign currency rates. The sensitivity analysis includes external loans as well as
loans to foreign operations within the Group where the denomination of the loan is in a currency
other than the currency of the lender or the borrower.
If the Chinese Renminbi strengthens by 10% against the relevant foreign currency, profit or loss
will increase (decrease) by:
Group
2010
Profit or loss
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
–
(62)
–
–
(62)
–
591
591
Company
Profit or loss
Group
2009
Profit or loss
–
–
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
–
(164)
–
–
–
601
(164)
Company
Profit or loss
–
–
601
84
cmz holdings ltd.
2011 annual report
(Continued)
(a)
(i)
Foreign exchange risk sensitivity (Continued)
If the Chinese Renminbi weakens by 10% against the relevant foreign currency, profit or loss will
increase (decrease) by:
Group
2010
Profit or loss
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
–
62
–
–
–
–
–
62
Company
Profit or loss
Group
2009
Profit or loss
(591)
(591)
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
–
164
–
–
–
–
–
164
Company
Profit or loss
(601)
(601)
85
cmz holdings ltd.
(Continued)
(b)
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate by
management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses
including the servicing of financial obligations.
The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Group and Company can be required to pay.
Group
On demand or
within 1 year
RMB’000
As at 31 March 2011
Trade payables
26,654
13,788
1,714
42,156
As at 31 March 2010
Trade payables
18,766
6,846
645
26,257
Company
On demand or
within 1 year
RMB’000
As at 31 March 2011
1,686
1,714
3,400
As at 31 March 2010
1,050
645
1,695
86
cmz holdings ltd.
2011 annual report
(Continued)
(c)
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in
financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only with
customers of appropriate credit history, and obtaining sufficient security where appropriate to mitigate
credit risk. For other financial assets, the Group adopts the policy of dealing only with high credit quality
counterparties. Credit exposure to an individual counterparty is restricted by credit limits that are approved
by the Board of Directors based on ongoing credit evaluation. The counterparty’s payment profile and
credit exposure are continuously monitored at the entity level by the respective management and at the
Group level by the Board of Directors.
As the Group and 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.
The carrying amounts of cash and bank balances, trade and other receivables represent the Group’s
maximum exposure to credit risk in relation to financial assets. No other financial assets carry a significant
exposure to credit risk. The Group’s and Company’s major classes of financial assets are cash and bank
balances, trade receivables and amounts due from subsidiaries.
Cash and bank balances are placed with reputable local financial institutions. Therefore, credit risk arises
mainly from the inability of its customers to make payments when due. The amounts presented in the
balance sheet are net of allowances for impairment of receivables, estimated by management based on
prior experience and the current economic environment. Concentrations of credit risk with respect to trade
receivables are limited due to the Group’s large number of customers. Management believes that there is
no anticipated additional credit risk beyond the amount of allowance for impairment made in the Group’s
trade receivables. The trade receivables arise mainly from companies incorporated in the People’s Republic
of China.
87
cmz holdings ltd.
(Continued)
(c)
Credit risk (Continued)
The age analysis of trade receivables is as follows:
Group
2011
2010
RMB’000
RMB’000
46,465
30,255
– Past due 0 to 3 months
3,346
8,338
– Past due 3 to 6 months
5,655
4,664
Not past due and not impaired
Past due but not impaired
– Past due over 6 months
Impaired trade receivables
Less: Allowance for impairment loss
319
579
9,320
13,581
994
827
(994)
(827)
43,836
55,785
The movement in allowance for impairment loss is as follows:
Group
2011
2010
RMB’000
RMB’000
Balance at beginning of the year
827
Allowance (Write back) made during the year
167
1,171
(344)
Balance at end of the year
994
827
The Group has provided fully for all receivables over 360 days because historical experience is such that
receivables that are past due beyond 360 days are generally not recoverable. Trade receivables less than
360 days are provided for based on estimated irrecoverable amounts from the sale of goods, determined
by reference to past default experience.
88
cmz holdings ltd.
2011 annual report
(Continued)
(d)
Fair values of financial instruments
(i)
Fair values of financial instruments by classes that are carried at fair value and whose carrying
amounts are reasonable approximation of fair value
The carrying amounts of cash and bank balances, trade and other receivables (including amounts
due from subsidiaries) and trade and other payables (including amounts due to directors and due to
ultimate holding company) approximate their respective fair values due to the relatively short-term
maturity of these financial instruments.
(ii) Fair values of financial instruments by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value
Group
2011
RMB’000
RMB’000
RMB’000
Carrying value
Fair value
Carrying value
Fair value
–
–
10,037
12,917
(Note 12)
(e)
2010
RMB’000
Capital risk management policies and objectives
The Group manages its capital to ensure that entities within the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of the debt and equity
balance.
The capital structure of the Group consists of cash and bank balances and equity attributable to equity
holders of the parent, comprising issued capital and reserves as disclosed in Notes 3 to 8.
The Board of Directors reviews the capital structure on an annual basis. As part of this review, the Board
of Directors considers the cost of capital and the risks associated with each class of capital. The Group
will balance its overall capital structure through the payment of dividends, new share issues and share
buy-backs as well as the issue of new debt or the redemption of existing debts.
89
cmz holdings ltd.
STATISTIC OF SHAREHOLDINGS 股权持有统计资料
SHAREHODERS’ INFORMATION AS AT 22 JUNE 2011
截止2011年6月22日股东资料
Class of shares
:
Ordinary share
股票类级
:
普通股
Voting rights excluding treasury shares
:
One vote per share
投票权 (不包括已回购的股票)
:
每股一投票权
No. of issued shares 已发行股票总数
:
304,652,000
No. of issued shares excluding treasury shares
:
297,836,000
:
6,816,000 (2.28%)
已发行股票总数(不包括已回购的股票)
No. / Percentage of treasury shares
已回购的股票总数(百分比)
STATISTIC OF SHAREHOLDINGS AS AT 22 JUNE 2011
截止2011年6月22日股权持有统计资料
Size of Shareholdings
股权比例分类
1
– 999
1,000
10,001
Number of
Shareholders
股东人数
% of
Shareholders
Number of Shares
持有股票数量
% of
Shareholdings
1
0.16
200
0.00
– 10,000
345
56.28
1,451,000
0.49
– 1,000,000
256
41.76
19,375,378
6.50
11
1.80
277,009,422
93.01
613
100.00
297,836,000
100.00
1,000,001 – and above
Grand Total
90
cmz holdings ltd.
2011 annual report
(Continued)
TWENTY LARGEST SHAREHOLDERS AS AT 22 JUNE 2011
截止2011年6月22日持股量最大的首二十名股东
No.
秩序
Name of Shareholders
股东名字
Number of Shares
持有股票数
% of
Shareholdings
1.
Allied Sincere Limited
193,538,374
64.98
2.
DBS Vickers Securities (Singapore) Pte Ltd
29,276,514
9.83
3.
DBS Nominees Pte Ltd
28,905,974
9.71
4.
Wan Qingtao
9,030,000
3.03
5.
OCBC Securities Private Ltd
3,630,000
1.22
6.
Shi Shengxi
3,179,000
1.07
7.
CIMB Securities (Singapore) Pte Ltd
2,626,000
0.88
8.
Shu Lifen
2,143,000
0.72
9.
Yang Pei Cheng
2,068,000
0.69
10.
Liu Yunhua
1,428,000
0.48
11.
Phillip Securities Pte Ltd
1,184,560
0.40
12.
Tran Chanh Lien Janine
900,000
0.30
13
Altrade Investments Pte Ltd
800,000
0.27
14.
Chen Ye
685,000
0.23
15.
Kim Eng Securities Pte. Ltd.
626,260
0.21
16.
Ong Tiak Beng
538,000
0.18
17.
Chu Wenhua
500,000
0.17
18.
Tao Ran
435,000
0.15
19.
Lau Eng Seng
400,000
0.13
20.
Raffles Nominees (Pte) Ltd
400,000
0.13
282,293,682
94.78
TOTAL
Note:
% Based on 297,836,000 shares (excluding shares held as treasury shares) as at 22 June 2011
* Treasury Shares as at 22 June 2011 – 6,816,000 shares
91
cmz holdings ltd.
(Continued)
SUBSTANTIAL SHAREHOLDERS AS AT 22 JUNE 2011
截止2011年6月22日大股东
(As recorded in the Register of Substantial Shareholders)
(根据大股东名册记录)
Deemed Interest
间接利益
Direct Interest
直接利益
%
193,538,374
64.98
–
–
Shao Kesheng*
–
–
193,538,374
64.98
Shao Dajun*
–
–
193,538,374
64.98
Shao Minwei*
–
–
193,538,374
64.98
Allied Sincere Limited*
%
Notes:
* Allied Sincere Limited is a company incorporated in British Virgin Island and is owned by Shao Kesheng (61%), Shao Dajun (16%)
and Shao Minwei (11%). Shao Dajun is the son-in-law of Shao Kesheng. Shao Minwei is the daughter of Shao Kesheng and the
spouse of Shao Dajun. As such, Shao Kesheng, Shao Dajun and Shao Minwei are deemed to be interested in the 193,538,374 CMZ
Holdings Ltd. shares held by Allied Sincere Limited.
PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS AS AT 22 JUNE 2011
截止2011年6月22日公众持股比例
35.02% of the Company’s shares (excluding treasury shares) are held in the hands of public. Accordingly, the Company
has complied with Rule 723 of the Listing Manual of the SGX-ST.
公众持有的公司股份(不包括已回购的股票) 比例是35.02%。因此, 公司已遵守新加坡证券交易所上市手册规则第723条。
92
cmz holdings ltd.
2011 annual report
Notice of Annual General Meeting
CMZ HOLDINGS LTD
Registration No. 200515314R
(Incorporated in the Republic of Singapore)
(the “Company”)
NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of CMZ Holdings Ltd. will be held at 168 Robinson
Road, Capital Tower, 9th Floor, FTSE Room, Singapore 068912 on Friday, 29 July 2011 at 3.00 p.m. for the following
purposes :
As Ordinary Business
1.
To receive and adopt the Directors’ Report and the Audited Accounts for the financial year ended 31 March 2011,
together with the Auditors’ Report thereon.
2.
To approve the payment of Directors’ fees of S$100,000 for the financial year ended 31 March 2011. (2010 :
S$100,000)
3.
quarterly in arrears. (2011 : S$100,000)
(See Explanatory Note 1)
4.
To re-elect the following Directors retiring pursuant to the Company’s Articles of Association.
(i) Mr. Lien Kait Long (retiring under Article 89).
Mr. Shen Bin (retiring under Article 89).
(ii) (Resolution 3)
(Resolution 4)
(Resolution 5)
To re-appoint Messrs Crowe Horwath First Trust LLP as auditors and to authorise the Directors to fix their
remuneration.
6.
(Resolution 2)
To approve the payment of Directors’ fees of S$100,000 for the financial year ending 31 March 2012, to be paid
5.
(Resolution 1)
To transact any other business that may be transacted at an Annual General Meeting.
(Resolution 6)
93
cmz holdings ltd.
(Continued)
As Special Business
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions with or without modifications:7.
Authority to allot and issue new shares
“That pursuant to the Company’s Articles of Association and Rule 806 of the Listing Manual of the Singapore
Exchange Securities Trading Limited, authority be given to the Directors of the Company to issue shares (“Shares”)
whether by way of rights, bonus or otherwise, and/or make or grant offers, agreements or options (collectively,
“Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue
of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares at any time and
upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit
provided that:
(a)
the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or
granted pursuant to this Resolution) does not exceed fifty per centum (50%) of the total number of issued
shares (excluding treasury shares) in the capital of the Company at the time of the passing of this
Resolution, of which the aggregate number of Shares and convertible securities to be issued other than
on a pro-rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the
total number of issued shares (excluding treasury shares) in the share capital of the Company;
(b)
for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph
(a) above, 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 as at the date of the passing of this Resolution,
after adjusting for:
(i)
new shares arising from the conversion or exercise of convertible securities;
(ii)
new shares arising from exercising share options or vesting of Share awards outstanding or
subsisting at the time this Resolution is passed; and
(iii)
And that such authority shall, unless revoked or varied by the Company in general meeting, continue in
(c)
any subsequent bonus issue, consolidation or subdivision of shares;
force (i) until the conclusion of the Company’s next Annual General Meeting or the date by which the next
Annual General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the
case of shares to be issued in accordance with the terms of convertible securities issued, made or granted
pursuant to this Resolution, until the issuance of such shares in accordance with the terms of such
convertible securities.”
On behalf of the Board
Shao Kesheng
Executive Chairman
13 July 2011
(Resolution 7)
94
cmz holdings ltd.
2011 annual report
(Continued)
Explanatory Notes:
1.
The Ordinary Resolution 3 proposed in item 3, if passed, will authorise the Directors of the Company to pay
Directors’ fees for the year ending 31 March 2012 to Directors quarterly in arrears.
2.
Mr. Lien Kait Long is an Independent & Non-Executive Director of the Company. He serves as Chairman of
Audit and member of Remuneration Committees. If re-elected, he will continue to serve as a Chairman of
Audit and member of Remuneration Committees.
3.
Mr. Shen Bin serves as member of Audit, Remuneration and Nominating Committees. If re-elected, he will
continue to serve as a member of Audit, Remuneration and Nominating Committees.
4.
The Ordinary Resolution 7 proposed in item 7, if passed, will authorise the Directors of the Company from the
date of the above Meeting until the next Annual General Meeting to allot and issue shares in the Company up to
a limit not exceeding in aggregate 50% of the Company’s total number of issued shares excluding treasury
shares, and such limit may be increased to 100% if the Company undertakes to issue shares via a pro-rata
renounceable rights issue. The total number of shares and convertible securities issued other than on a pro-rata
basis to existing shareholders shall not exceed 20% of the Company’s total number of issued shares excluding
treasury shares at the time the resolution is passed, for such purposes as they consider would be in the interests
of the Company. The authority will, unless revoked or varied at a general meeting, expire at the next Annual
General Meeting of the Company.
Notes:
1.
A Member of the Company entitled to attend and vote may appoint not more than two proxies to attend and vote
instead of him. A proxy need not be a member and where there is more than one proxy, the proportion (expressed
as a percentage of the whole) of his shareholding to be represented by each proxy must be stated.
2.
If a proxy is to be appointed, the form must be deposited at the Registered Office of the Company at 112
Robinson Road, #12-04, Singapore 068902 not less than 48 hours before the Meeting.
IMPORTANT:
1. For investors who have used their CPF moneys to
buy shares in the Capital of CMZ Holdings Ltd., this
report is forwarded to them at the request of their
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.
Proxy Form
CMZ HOLDINGS LTD.
Registration No. 200515314R
(Incorporated in the Republic of Singapore)
I/We,
NRIC/Passport No.:
of
being a member/members of CMZ HOLDINGS LTD. (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
Proportion of
Shareholdings
and/or (please delete as appropriate)
or failing him/her, the Chairman of the 5th Annual General Meeting of the Company (the “Meeting”) as *my/our *proxy/
proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Meeting of the Company, to be
held at 168 Robinson Road, Capital Tower, 9th Floor, FTSE Room, Singapore 068912, on Friday, 29 July 2011 at 3.00
p.m. and at any adjournment thereof.
Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions
as set out in the Notice of the Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as
he/they may think fit, as he/they will on any other matter arising at the Meeting.
No.
Resolutions:
For
1.
To receive and adopt the Directors’ Report and the Audited Accounts for the financial
year ended 31 March 2011, together with the Auditors’ Report thereon.
2.
To approve payment of Directors’ fees for the year ended 31 March 2011 amounting to
S$100,000.
3.
To approve payment of Directors’ fees for the year ending 31 March 2012 amounting to
S$100,000, to be paid quarterly in arrears.
4.
To re-elect Mr Lien Kait Long as Director (retiring under Article 89).
5.
To re-elect Mr Shen Bin as Director (retiring under Article 89).
6.
To re-appoint Messrs Crowe Horwath First Trust LLP as auditors and to authorise the
Directors to fix their remuneration.
7.
To authorise Directors to issue shares
Dated this
day of
2011
Signature(s) of member(s)/Common Seal
Total Number of
Ordinary Shares Held
Against
Notes:
1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies to
attend and vote in his/her stead. A proxy need not be a member of the Company and where there is more than one proxy, the
proportion of Shares to be represented by each proxy must be stated.
2. Where a member appoints two proxies, the appointment shall be invalid unless he/she specified the proportion (expressed as a
percentage of the whole) of his/her shareholding to be represented by each proxy.
3. This instrument of proxy must be signed by the appointor or his/her duly authorised attorney or, if the appointor is a body corporate,
signed by a duly authorised officer or its attorney or affixed with its common seal thereto.
4. A body corporate which is a member may also appoint by resolution of its directors or other governing body an authorised
representative in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore to
act for and on behalf of such body corporate.
5. This instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified
copy thereof), must be deposited at the registered office of the Company at 112 Robinson Road, #12-04, Singapore 068902 not
less than 48 hours before the time fixed for holding the Annual General Meeting.
6. Please insert the total number of shares held by you. If you have shares entered against your name on the Depository Register (as
defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you have
shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered
against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the
aggregate number of shares. If no number is inserted, this instrument of proxy will be deemed to relate to all the shares held by
you.
7. The Company shall be entitled to reject this instrument of proxy 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 this instrument of proxy.
In addition, in the case of members whose shares are deposited with The Central Depository (Pte) Limited (“CDP”), the Company
may reject any instrument of proxy lodged if such member is not shown to have shares entered against his name in the Depository
Register as at 48 hours before the time appointed for the holding of the Annual General Meeting as certified by CDP to the
Company.
2011
cmz holdings ltd.
CMZ HOLDINGS LTD.
Singapore 068902
www.cmz-holdings.com

cmz holdings ltd. outdoor I get zipped

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