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CONTENTS
Extensive Distribution Network
Product Line Cards
Chairman’s Statement
Other Businesses
Group Structure
Management Team
02
03
04
05
06
08
10
13
19
20
21
22
24
27
42
By moving forwardand thinking forward,Serial System helps itspartners to be morecompetitive in the marketplace,
today and in the future
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PROFILE
more than 6,000, spanning a diverse Texas Instruments, ON Semiconductor, Semiconductors.
Cambodia, China, Hong Kong, India,
needs better to reduce time-to-market component to success.
and other demand-creation activities.
accessories, photo accessories, printeraccessories, timepieces and items suchas CPUs, motherboards, hard-disk drives.
partners to be more competitive in the
OUR MISSION
To provide a wealth of growthopportunities for our stakeholders.
Towards our partnersWe provide market insights to our
our customers, we provide innovative
best at work, grooming them to be
Towards our shareholders
Towards our community
OUR VALUESProgressiveness
Empowerment decisions.
Teamwork
OUR VISION
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NETWORK
SINGAPOREHEADQUARTER
MALAYSIA
THAILANDVIETNAM
CAMBODIA
HONG KONGTAIWAN
JAPANSOUTH KOREA
CHINA
INDIA
INDONESIA
AUSTRALIA
UNITEDARAB
EMIRATES
PHILIPPINES
01. SINGAPORE
02. AUSTRALIA
03. BANGLADESH
04. CAMBODIA
05. CHINA Shanghai, Suzhou, Wuhan, Wuxi
Dongguan, Guangzhou, Huizhou,
06. HONG KONG
13. SOUTH KOREA
14. TAIWAN Hsinchu, Taichung, Taipei
15. THAILAND Bangkok, Chiang Mai
16. UNITED ARAB EMIRATESDubai
17. VIETNAM
Hanoi, Ho Chi Minh
07. INDIA
08. INDONESIAJakarta
09. JAPAN
10. KAZAKHSTAN
11. MALAYSIA
12. PHILIPPINES
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CARDS
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0
5
10
15
20
25
30
35
HIGHLIGHTS
0
200
400
600
800
1000
1200
2012 2013 2014
658.1
817.1
1036.1
0
20
40
60
80
100
2012 2013 2014
62.6
73.5
90.4
Revenue
2012 2013 2014
18.922.0
30.80
EBITDA
0
5
10
15
20
to Equity Holders
2012 2013 2014
7.9
11.2
16.1
16%South East Asia
and India
12%South Korea
5%Taiwan
3%Japan
China
and India
South Korea
Taiwan
Japan
Hong Kong
55%Hong Kong
9%China
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2014US$’000
2013US$’000
2012US$’000
Capital Employed
52,192 58,385 64,521
425,204 343,476 267,150
122,234 109,962 104,538
13.64 12.27 11.67
Net Debts 120,150 97,865 56,312
Share Capital
72,648 72,648 72,626
905,788 905,788 905,508
(9,946) (9,946) (9,946)
895,842 895,842 895,562
Earnings and Dividend per Share
Earnings per Share (United States cents)(1) 1.80 1.25 0.88
Dividend per Share (Singapore cent) 1.05 0.79 0.52
(2) 8.0 6.3 5.0
Ratios
1.18 1.27 1.44
67 62 61
33 32 33
32 30 41
66 60 69
0.98 0.89 0.54
(1)
(2)
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Financial Performance
considering the higher turnover andintense competition.
to 13.64 U.S. cents as at 31 December December 2013.
New Chapter of Growth- Extending OurNetwork To The Next Level
products.
Dear Shareholders,
improvement in margins, and executed Both underscore our deep commitment
Business Review
macro-economic environment and expected to continue growing. This and more sensors are embedded in cars,
trends, chipmakers are turning to more customers in 17 countries is attractive
STATEMENT
Dato’ Sri Dr. Goh Bak Heng BBM
Executive Chairman & Group CEO
Having crossed the upon our strong corecompetencies, theGroup is entering anew stage of growth toextend our network tothe next level
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IT accessories, photo accessories and add items such as CPUs, motherboards,hard-disk drives.
Emirates, Kazakhstan, Cambodia and
chain to expand our distribution and
Other Corporate Developments
deepened our penetration into theautomotive market through the (Shanghai) Co. Ltd. in China. The
with high gross and net margins,
Accolade
companies that have demonstrated
Dividend
distributed in September 2014. The
Singapore cent.
Outlook
to improve revenue and economies
Appreciation
their dedication, drive and contributions support.
Dato’ Sri Dr. Derek Goh Bak Heng BBMMarch 2015
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10
management improvements.
segment remains the Group’s core
distribution business was at US$23.1
market competition there. South-East
Gross Margins
Korea and Taiwan subsidiaries which
and transportation costs to support
Operations &Financial Review
Background
competitive edge in this market.
and margin-accretive three-pronged
Financial Performance
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Annual Report 2014 11
and reducing the overlap of resourcessuch as warehousing and administrationto improve revenue and economies ofscale.
Other Businesses
SPL Holdings (Australia) Pty Ltd, anewly acquired 20%-owned associated
company in the Australia-based laundryservicing business which adopts cutting- FY2014.
The Group’s share of loss in Bull Will Co.,Ltd, a 29.01%-owned associated companylisted on the Over-The-Counter SecuritiesExchange in Taiwan, was US$0.6 millionin FY2014 as compared to US$0.4 millionin FY2013. The loss, despite achievinghigher sales in FY2014, was mainly due to
Serial Multivision Pte. Ltd., a whollyowned subsidiary in the outdooradvertising media and hospitalitysolutions business, recorded higheradvertising income of US$1.7 millioncompared to US$1.5 million in FY2013. Itshospitality solutions business recordedrevenue of US$0.8 million compared toUS$1.3 million in FY2013. Serial Multivisionincurred a loss of US$0.3 million for theyear under review as compared to a loss
of US$0.1 million recorded in FY2013. Theloss was mainly attributable to lower hospitality solutions business.
Principal Suppliers
The Group continues to be a topelectronic components distributor in leading suppliers around the globewith well-established names, such asTexas Instruments, ON Semiconductor,Avago Technologies, TE Connectivity,Advanced Micro Devices and OSRAMOpto Semiconductors.
Subsequent to the year end, theGroup’s wholly owned subsidiary, SerialMicroelectronics Pte Ltd was appointedby Fairchild Semiconductor, a leadingglobal supplier of high performancepower semiconductor solutions, asdistributor for all Fairchild products andsolutions.
Finished Consumer ProductsDistribution
During the year, the Group took a majordecision to extend its distribution building on its strong network andprocesses in handling electronicscomponents for over 25 years. Towardsthis end, we completed the acquisitionof the entire distribution and tradingentity of SGX-listed GSH CorporationLimited (since renamed “Serial I-Techgroup”) and a 49%-equity stake inAchieva Technology Pte. Ltd. (“Achieva
Technology”), the distribution andtrading entity of SGX-listed AchievaLimited. Subsequent to the year end, theGroup entered into two conditional salesand purchase agreements to acquire 70%of the issued and paid-up share capital ofHydra & Thermal Pte. Ltd. as well as theentire issued and paid-up share capital ofSwift Value Business Pte. Ltd.
For FY2014, the Group’s share of loss inAchieva Technology was US$0.2 million.The loss was mainly due to currency
The Group intends to integrate thesupply chain and operations of bothAchieva Technology and Serial I-Techgroup, which will involve cutting costs
Contract Sterilization Services Pte Ltdis a wholly owned subsidiary engagedin the assembly, sterilization anddistribution of heart-lung packs for use incardiopulmonary bypass procedures andother medical component accessories.Contract Sterilization Services recordedan increase in revenue of US$0.4 millionto US$3.9 million in FY2014 compared toUS$3.5 million in FY2013 mainly due to
increase in sales to existing customers. million for the year under reviewcompared to US$0.6 million in FY2013 due to increased production costs.
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12
the Group’s Hong Kong and Singapore
average credit period extended to itsSingapore, South Korea and Taiwancustomers. Increased borrowings I-Tech group amounted to about US$10.6
Share Capital
Earnings and Net Assets Per Share
per share improved to 13.64 US cents
under construction, and additions
Financial Position
Current Assets
customers in Taiwan and South Korea.
Singapore and South Korea subsidiaries inventories due to increase in their
Non-current Assets
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BUSINESSESBul l Wil l Co . , Ltd(Taiwan Stock Code 6259)
Over-The-Counter Securities Exchange in Taiwan
discrete components. These components are smartphones, notebooks, servers, air-
Choke
One of Bull Will’s Three Manufacturing Plants in Huizhou, China
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14
Serial Multivision Pte. Ltd.
Northpoint Shopping Center
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Contract Sterilization Services Pte Ltd
customers’ stringent demands.
this strategic position in commitment to meet the stringent
Products Range
Customized Heart Lung Pack - use
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16
photographic and timepiece products.
strong business networks spanning
across emerging markets in Vietnam,
on its strengths in marketing and its in the emerging markets.
Serial I-Tech (Far East) Pte Ltd
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Achieva Technology Pte. Ltd.
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18
SPL Holdings (Australia) Pty Ltd
wear, to its customers.
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•
•
•
•
STRUCTURE
•
•
Serial System Ltd
Consumer Products & Other Businesses
(1)
SCE Enterprise Pte. Ltd.
(1)
(2)
(2)
•
•
•
Consumer Products Other Businesses
(1) Investment holding and trading, and rental of properties(2) Electronic components distribution
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20
Serial System Employee Share OptionScheme 2014
(Chairman) Dato’ Sri Dr. Derek Goh Bak Heng BBM
Company Secretary
8 Ubi View #05-01
Singapore 408554
Singapore 089758
CORPORATE INFORMATION
2014 1st Quarter & 2nd Quarter
09 April 2014 26 April 2014 19 May 2014
2014 3rd Quarter & 4th Quarter11 August 2014
2015 1st Quarter & 2nd Quarter 13 April 2015 29 April 2015 02 June 2015
Board of Directors
Dato’ Sri Dr. Derek Goh Bak Heng BBM (Executive Chairman & Group CEO)Mr. Peter Ho I Chin Mr. Goi Kok Neng Ben Audit Committee
Nominating Committee
Dato’ Sri Dr. Derek Goh Bak Heng BBM
Remuneration Committee
(Chairman)
Dato’ Sri Dr. Derek Goh Bak HengBBM
Auditors
Moore Stephens LLP Singapore 079903
Mr. Christopher Bruce Johnson
Principal Bankers
Group Limited
BNP Paribas CIMB Bank Berhad CTBC Bank Co., LtdDBS Bank LtdHang Seng Bank Limited Shinhan BankSumitomo Mitsui Banking CorporationTaipei Fubon BankThe Hongkong and Shanghai BankingCorporation Limited United Overseas Bank Limited
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programmes and organizations in
S$578,000 (US$446,000) to various
pioneer generation and to nurture and
Education Programs
contributed S$50,000 (U$39,000) Fund. The S$10,000 cash donation Education.
to various organisations and
2014.
Visit to Tai Pei Old Folks Home
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22
DIRECTORS
Committee and Nominating Committee.
In 1996, Dr. Goh won the “Entrepreneur
and Medium Enterprises on 29 March2000. In 2004, Dr. Goh was awarded the Honours 2010. In 2010, Dr. Goh won Group Pte Ltd and in 2011, he won the
Dato’ Sri Dr. Derek Goh Bak Heng BBM
Executive Chairman & Group CEO
Peter Ho I Chin
Executive Director
corporations. Ltd.
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Tan Lye Heng Paul
Non-Executive & Independent Director
Huat Corporation Ltd.
Ltd.
Ravindran s/o Ramasamy
Non-Executive & Independent Director
Nominating Committee.
& Partners.
Non-Executive & Independent Director
Committee.
Limited, Sim Lian Group Limited, Sheng
both Hwa Chong Institution and Hwa partner in Gibson, Dunn & Crutcher LLP,
Goi Kok Neng Ben
Non-Executive Director
2005 to 2009. Mr. Goi started his career
and operations.
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24
TEAM
management team in executing strategies to achieve the
Derek Goh
Sean GohSenior Vice President Marketing
Sidney ThongVice PresidentCorporate IT &
Alex Wui
SERIAL SYSTEM LTD
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distribution business.
Adrian Chu
2004 as its Operations and Logistics Director. He was Management in October 2009.
Ng Teck ChengSenior Vice President Management
SERIAL MICROELECTRONICS PTE LTD
distribution business in Japan and Taiwan.
William LowVice PresidentJapan & Taiwan
October 2012 as its Vice President.
Chow Tak LiangVice President
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26
Korea.
Kim Sang YeolPresident South Korea
Hong Kong and China.
Kong.
Lawrence HoPresident Hong Kong & China
Jesse JengPresident Taiwan
Peter Ho Taiwan
COUNTRY HEADS
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1. Board Matters
Name of Director Date ofappointment
Date of lastre-election
Main Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
Status Position Position Position Position
Derek Goh Bak Heng(1)26 October
199826 October
1998
Non-independent
ExecutiveChairman &Group CEO
- Member Member
Peter Ho I Chin(2)
2009
Non-independent
Member - - -
16 June 2011
Lead IndependentMember Chairman Member Member
REPORT
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28
1. Board Matters (continued) (continued) (continued)
(continued)
appointment
Main Board
Committee
Nominating
Committee
Committee
Status Position Position Position Position
2001
IndependentMember Member Member Chairman
30 December
2002
Independent
Member Member Chairman Member
Goi Kok Neng Ben(3)
Non-IndependentMember - - -
(1) Appointed Group Managing Director on 1 March 2001 and is not subjected to retirement by rotation pursuant to Serial System Ltd’s Articles of Association
(2)Executive Chairman and Group CEO of Bull Will Co., Ltd, a 29.01% owned associated company of Serial System Ltd(3)Son of Goi Seng Hui, a substantial shareholder of Serial System Ltd
Board
CommitteeNominatingCommittee
Committee
6 4 1 2
Derek Goh Bak Heng 6 1 2
Peter Ho I Chin 5
6 4 1 2
6 4 1 2
6 4 1 2
Goi Kok Neng Ben 6
NA – Not Applicable
• • • • • • • •
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1. Board Matters (continued) (continued) (continued)
2. Board composition and guidancePrinciple 2: Independent element on the Board
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30
2. Board composition and guidance (continued)Principle 2: Independent element on the Board (continued)
business.
management as and when the need arose.
3.
meetings.
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4. Principle 4: Formal and transparent process for the appointment of directors to the Board
CEO
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32
4. (continued)Principle 4: Formal and transparent process for the appointment of directors to the Board (continued)
above.
5. Board Performance
be made.
6. Access to information
access to the Management.
Group’s businesses.
directors.
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7. Remuneration MattersPrinciple 7: Procedures for developing remuneration policies
Goh Bak Heng.
the need arises.
8. Level and mix of remunerationPrinciple 8: Level and mix of remuneration
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34
8. Level and mix of remuneration (continued)Principle 8: Level and mix of remuneration (continued)
under the 2014 Scheme.
directors without being excessive to the extent that their independence might be compromised.
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9. Disclosure on remunerationPrinciple 9: Disclosure on remuneration
Executive DirectorsDirectors’
Fees(1)
(2) and(3)
IncentiveBonus
(S$)
Derek Goh Bak Heng 2.0 32.5 64.7 0.8 1,915,891
Peter Ho I Chin(4) 100.0 - - - 39,000
Non-Executive & Independent Directors
100.0100.0100.0
---
---
---
42,00042,00042,000
Non-Executive Director
Goi Kok Neng Ben 100.0 - - - 39,000
(1) Accrued for Year 2014(2) Includes employer’s CPF contribution(3) Annual wage supplement of one-month salary(4) Remunerated in Bull Will Co., Ltd
(1)
S$500,000 to S$749,999 2
S$250,000 to S$499,999 3(2)
(1) Includes executives of overseas subsidiaries(2) Includes remuneration payable to Sean Goh Su Teng, who is the cousin of Derek Goh Bak Heng, the Executive Chairman and CEO of the Company
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36
9. Disclosure on remuneration (continued)Principle 9: Disclosure on remuneration (continued)
10. prospects
11. Risk Management and Internal Controls Principle 11: Risk management and internal controls
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11. Risk Management and Internal Controls (continued)Principle 11: Risk management and internal controls (continued)
operations.
time being.
12. Audit Committee
• reviews interested person transactions
appointment or re-appointment
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38
12. Audit Committee (continued) (continued)
13. Internal Audit Principle 13: Internal audit
the Group.
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13. Internal Audit (continued)Principle 13: Internal audit (continued)
to its operations.
14. Principle 14: Shareholders rights
15. Communication with shareholders Principle 15: Communication with shareholders
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40
15. Communication with shareholders (continued)Principle 15: Communication with shareholders (continued)
16. Conduct of Shareholder Meetings Principle 16: Conduct of shareholder meetings
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Other corporate governance matters
Dealing in securities
Interested person transactions
Compliance with The Code of Corporate Governance
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42 Serial System Ltd
FINANCIAL CONTENTS
Directors’ Report
Statement by Directors
Independent Auditors’ Report to the Members ofSerial System Ltd
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Balance Sheets
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Financial Statements
Additional Requirements of Singapore ExchangeSecurities Trading Limited’s Listing Manual
Statistics of Shareholdings
Notice of Annual General Meeting
Notice of Books Closure and Dividend Payment Date
Appendix 1 - The Proposed Renewal of the ShareBuyback Mandate
Proxy Form - Annual General Meeting
43
48
49
50
51
52
53
55
57
149
151
152
156
157
185
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
Annual Report 2014 43
DIRECTORS’ REPORTFor the financial year ended 31 December 2014
The directors present their report to the members together with the audited consolidated financial statements of the Group
for the financial year ended 31 December 2014 and the balance sheet of the Company as at 31 December 2014.
Directors
The directors of the Company in office at the date of this report are:
Derek Goh Bak Heng
Peter Ho I Chin
Tan Lye Heng Paul
Ravindran s/o Ramasamy
Lee Teck Leng Robson
Goi Kok Neng Ben
Arrangements to enable directors to acquire 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, other than as disclosed under “Share Options” in this report.
Directors’ interests in shares or debentures
(a) According to the register of directors’ shareholdings, the interests of the directors holding office at the beginning and
end of the financial year in the issued share capital of the Company and related corporations were as follows:
Holdings registered in
name of director or nominees
At 21.1.2015 At 31.12.2014 At 1.1.2014
The Company
(Number of ordinary shares)
Derek Goh Bak Heng 347,838,698 347,838,698 333,897,698
Peter Ho I Chin 500,000 500,000 500,000
Tan Lye Heng Paul 197,000 197,000 100,000
(b) None of the directors holding office at the end of the financial year had share options to subscribe for ordinary shares of
the Company granted pursuant to the Serial System Employee Share Option Scheme 2014.
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
44 Serial System Ltd
DIRECTORS’ REPORTFor the financial year ended 31 December 2014
Directors’ interests in shares or debentures (continued)
(c) Dr. Derek Goh Bak Heng, who by virtue of his interest of not less than 20% of the issued share capital of the Company, is
deemed to have an interest in the whole of the issued share capital of the Company’s wholly owned subsidiaries and in
the following partially owned subsidiaries of the Group:
Holdings in which a director
is deemed to have an interest
At 31.12.2014 At 1.1.2014
Agricola Pte. Ltd.
(Number of ordinary shares) 40,000 40,000
Serial Microelectronics (HK) Limited
(Number of ordinary shares of HK$1 each) 27,300,000 27,300,000
Serial Microelectronics Inc.
(Number of ordinary shares of NT$10 each) 5,348,250 5,348,250
Serial Microelectronics Korea Limited
(Number of common stocks of KRW 5,000 each) 19,640 19,640
Serial AMSC Microelectronics Co., Ltd
(Number of ordinary shares of JPY 50,000 each) 4,200 4,200
Serial Microelectronics (Shenzhen) Co., Ltd
(Capital contribution in HK$) 64,885,417 64,885,417
Serial Design Limited
(Number of ordinary shares of HK$1 each) 9,100 9,100
PT. Serial Microelectronics Indonesia(Number of ordinary shares of US$1 each) 99,000 99,000
TeamPal Enterprise Corp.
(Number of ordinary shares of NT$10 each) 2,865,000 2,865,000
New Chinese Corporation
(Number of ordinary share of US$1 each) 0.955 0.955
Bridge Electronics (Shenzhen) Co., Ltd
(Capital contribution in US$) 143,250 143,250
Nippon Denka Serial Pte. Ltd.
(Number of ordinary shares) 60,000 60,000
Serial GIS Pte. Ltd.
(Number of ordinary shares) 325,000 -
Serial Automotive Limited
(Number of ordinary shares of HK$1 each) 5,460 -
Serial Vision Limited
(Number of ordinary shares of HK$1 each) 5,005 -
Serial Automotive (Shanghai) Co., Ltd
(Capital contribution in RMB) 546,000 -
Serial Multivision (Thailand) Company Limited
(Number of ordinary shares of THB100 each) - 3,185
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
Annual Report 2014 45
Directors’ contractual benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a
contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a
company in which he has a substantial financial interest, except as disclosed in the financial statements and in this report.
Share options
(a) Serial System Employee Share Option Scheme 2014 (the “2014 Scheme”)
The 2014 Scheme was approved by the shareholders at the Extraordinary General Meeting of the Company held on
26 April 2014. It replaced the previous Serial System Executives Share Option Scheme (the “2004 Scheme”), which
expired on 29 January 2014. Any share options granted and accepted under the 2004 Scheme have been fully exercised
upon expiry of the 2004 Scheme on 29 January 2014.
Under the 2014 Scheme, share options are granted to the following persons at the absolute discretion of the 2014
Scheme’s Committee (the “Committee”):
(i) confirmed full-time employees of the Company and its subsidiaries who have attained the age of 21 years on or
before the date of grant of the share options;
(ii) executive directors of the Company;
(iii) non-executive directors of the Company; and
(iv) employees who qualify under (i) above and are seconded to an associated company or a company outside the
Group in which the Company and/or Group has an equity interest, and who, in the absolute discretion of the
Committee is selected to participate in the 2014 Scheme.
For the purpose of paragraph (iv) above, the secondment of an employee to another company shall not be regarded as
a break in his employment or his having ceased employment as a full-time employee of the Group by reason only of such
secondment.
For non-incentive share options, the exercise price of the granted share options is to be determined by the Committee,
in its absolute discretion, at a price equal to the average of the last dealt prices of the Company on the Singapore
Exchange Securities Trading Limited (“SGX-ST”) for a period of five consecutive trading days (“Market Price”)
immediately prior to the date of offer of the share options.
For incentive share options, share options are granted at a price which is set at a discount to the Market Price, provided
that the maximum discount shall not exceed 20% of the Market Price; and the shareholders of the Company in a general
meeting have authorised, in a separate resolution, the making of offers and grants of such share options under the 2014
Scheme at a discount not exceeding the maximum discount as aforesaid.
The share options are vested one month after the date of offer of the share options. Once the share options are vested,
they are exercisable for a term of 10 years, and for non-executive directors of the Company, for a term of 5 years, or
such other terms determined by the Committee or prescribed under any relevant law, regulation or rule of the SGX-ST
from time to time.
There is no restriction to the eligibility of any persons to whom the share options have been granted, to participate in
other share option or share incentive schemes implemented by the Company, subsidiaries or associated companies.
Particulars of the share options granted in the preceding financial years under the previous schemes were set out in the
Directors’ Reports for the respective financial years.
There were no share options granted pursuant to the 2014 Scheme during the financial year ended 31 December 2014.
During the financial year ended 31 December 2013, 280,000 ordinary shares of the Company were allotted and issue by
virtue of the exercise of share options.
DIRECTORS’ REPORTFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
46 Serial System Ltd
Share options (continued)
(b) Outstanding share options
There are no share options outstanding at the end of the financial year ended 31 December 2014.
(c) Other information required by SGX-ST
Pursuant to clause 852(1) of the Listing Manual of the SGX-ST, in addition to information disclosed elsewhere in this
report, the directors report that:
(i) the members of the Committee administering the 2014 Scheme are Ravindran s/o Ramasamy (Chairman), Tan Lye
Heng Paul, Lee Teck Leng Robson and Derek Goh Bak Heng.
(ii) there were no outstanding share options granted to and exercised by directors of the Company during the
financial year.
(iii) no share options have been granted to controlling shareholders of the Company or their associates, directorsand employees of the parent company (as defined in the Listing Manual of the SGX-ST) and its subsidiaries and
no employee has received 5% or more of the total number of share options available under the 2014 Scheme
during the financial year.
(iv) no other director or employee of the Company and its subsidiaries (as defined in the Listing Manual of the
SGX-ST) has received 5% or more of the total number of share options available to all directors and employees of
the Company and its subsidiaries under the 2014 scheme during the financial year.
(v) no share options were granted at a discount during the financial year.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
Tan Lye Heng Paul (Chairman)
Ravindran s/o Ramasamy
Lee Teck Leng Robson
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Chapter 50.
In performing those functions, the Committee:
and any matters which the external auditors wish to discuss;
Companies Act, SGX-ST’s Listing Rules, and other regulatory requirements;
control system;
resolution; and
appointment or re-appointment.
The Audit Committee has full access to and cooperation of the Management. It also has full discretion to invite any director or
member of the Management to its meetings as well as reasonable resources to enable it to discharge its functions properly.
DIRECTORS’ REPORTFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
Annual Report 2014 47
Audit Committee (continued)
The Audit Committee is satisfied with the independence and objectivity of the external auditors. The Board of Directors
with the nomination of the Audit Committee has recommended that the independent auditors, Moore Stephens LLP, Public
Accountants and Chartered Accountants, be nominated for re-appointment as external auditors at the forthcoming AnnualGeneral Meeting of the Company.
The Audit Committee confirms that it has undertaken a review of all non-audit services provided by the external auditors and is
satisfied that such services would not, in the Audit Committee’s opinion, affect the independence of the external auditors.
The Board, with the concurrence of the Audit Committee, is of the view that the system of internal controls were adequate as
at the end of the financial year to address financial, operational and compliance risks, which the Group considers relevant and
material to its operations.
Independent auditors
Moore Stephens LLP, Public Accountants and Chartered Accountants, have expressed their willingness to accept re-appointment as independent auditors.
On behalf of the Board of Directors
DEREK GOH BAK HENG TAN LYE HENG PAULDirector Director
24 March 2015
DIRECTORS’ REPORTFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
48 Serial System Ltd
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 50 to 148
are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group at 31 December
2014 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended;and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they fall due.
On behalf of the Board of Directors
DEREK GOH BAK HENG TAN LYE HENG PAUL
Director Director
24 March 2015
STATEMENT BY DIRECTORSFor the financial year ended 31 December 2014
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Annual Report 2014 49
We have audited the accompanying financial statements of Serial System Ltd (the “Company”) and its subsidiaries
(the “Group”), as set out on pages 50 to 148, which comprise the balance sheets of the Group and of the Company as at
31 December 2014, the consolidated income statement, consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated cash flow statement 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, Chapter 50 (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 judgment, 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 controls relevant to the entity’s preparation of financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies usedand the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn
up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view
of the state of affairs of the Group and of the Company as at 31 December 2014 and the results, changes in equity and cash
flows of the Group for the financial year ended on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.
Moore Stephens LLP
Public Accountants and Chartered Accountants
Singapore
24 March 2015
INDEPENDENT AUDITORS’ REPORTTo The Members of Serial System LtdFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
50 Serial System Ltd
Note 2014 2013
US$’000 US$’000
Sales 5 1,036,062 817,051
Cost of sales 6 (945,705) (743,527)
Gross profit 90,357 73,524
Other income 5 7,468 6,904
Expenses:
Distribution 6 (43,228) (36,642)
Administrative 6 (11,055) (10,837)
Finance 8 (4,586) (3,185) Other 6 (17,867) (14,943)
Total expenses (76,736) (65,607)
21,089 14,821
Share of result of associated companies (net of income tax) 18 (232) (424)
Profit before income tax 6 20,857 14,397
Income tax expense 9 (4,708) (3,002)
Profit for the year 16,149 11,395
Profit attributable to:
Equity holders of the Company 16,085 11,206
Non-controlling interests 34 64 189
16,149 11,395
Earnings per share attributable to
equity holders of the Company:
Basic 10 1.80 cents 1.25 cents
Diluted 10 1.80 cents 1.25 cents
The accompanying notes form an integral part of these financial statements
CONSOLIDATED INCOME STATEMENTFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
Annual Report 2014 51
Note 2014 2013
US$’000 US$’000
Profit for the year 16,149 11,395
Other comprehensive income/(loss):
Items that will not be reclassified subsequently to profit or loss:
Defined benefit plans’ actuarial gain/(losses) 28 57 (236)
Share of an associated company’s other comprehensive income 18 835 -
892 (236)
Items that may be reclassified subsequently to profit or loss:
Net loss on fair value changes on financial asset, available-for-sale 17 (763) (894)Fair value changes on disposal of financial asset, available-for-sale reclassified
to profit or loss 31 1,657 -
Net changes in revaluation reserve 31 59 -
Currency translation differences 32 (1,737) 554
(784) (340)
Other comprehensive income/(loss) for the financial year, net of tax 108 (576)
Total comprehensive income for the financial year 16,257 10,819
Total comprehensive income attributable to:
Equity holders of the Company 16,188 10,605
Non-controlling interests 34 69 214
16,257 10,819
The accompanying notes form an integral part of these financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2014
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SERIAL SYSTEM LTDAND ITS SUBSIDIARIES
52 Serial System Ltd
The Group The CompanyNote 2014 2013 2014 2013
US$’000 US$’000 US$’000 US$’000ASSETS
Current assetsCash and cash equivalents 11 58,297 40,548 2,420 1,026Trade and other receivables 12 184,661 165,909 15,278 16,370Inventories 13 98,599 67,925 - -Financial assets, at fair value through profit or loss 14 1,259 61 - -Other current assets 15 4,968 2,601 67 116
347,784 277,044 17,765 17,512Non-current assetsFinancial assets, at fair value through profit or loss 14 13 1,297 - -Loans and receivables 16 1,000 - 40,625 41,757Financial assets, available-for-sale 17 1,324 5,182 - -Investments in associated companies 18 17,373 6,097 6,682 6,626Investments in subsidiaries 19 - - 53,558 52,883
Property, plant and equipment 20 37,862 36,009 336 346Investment properties 21 7,660 6,392 - -Intangible assets 22 9,472 9,066 521 588Other assets 23 1,966 1,834 - -Deferred income tax assets 29 750 555 - -
77,420 66,432 101,722 102,200
Total assets 425,204 343,476 119,487 119,712
LIABILITIESCurrent liabilitiesTrade and other payables 24 120,351 92,473 5,221 3,088Current income tax liabilities 9 3,344 1,478 186 78Redemption liability 25 - 410 - -
Borrowings 26 171,897 124,298 6,783 2,964295,592 218,659 12,190 6,130
Non-current liabilitiesOther payable 24 - - 4,524 4,683Borrowings 26 6,550 14,115 - 7,079Defined benefit plans liabilities 28 656 651 - -Deferred income tax liabilities 29 172 89 - -
7,378 14,855 4,524 11,762
Total liabilities 302,970 233,514 16,714 17,892
NET ASSETS 122,234 109,962 102,773 101,820
EQUITYCapital and reserves attributable to equity holders
of the CompanyShare capital 30 72,648 72,648 72,648 72,648Treasury shares 30 (736) (736) (736) (736)Capital reserve 31 1,015 180 180 180Defined benefit plans reserve 31 (367) (424) - -Fair value reserve 31 - (894) - -Revaluation reserve 31 59 - - -Other reserve 31 (715) (410) - -Currency translation reserve 32 4,283 6,025 17,589 17,589Retained earnings 33 42,847 31,051 13,092 12,139
119,034 107,440 102,773 101,820
Non-controlling interests 34 3,200 2,522 - -
TOTAL EQUITY 122,234 109,962 102,773 101,820
The accompanying notes form an integral part of these financial statements
BALANCE SHEETSAs at 31 December 2014
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S E R I A L S Y S T E M L T D
A N D I T S S U B S I D I A R I E S
A t t r i b u t a b l e t o e q u i t y h o l d e r s o f t h e C o m p a n y
S h a r e
T r e a s u r y
C a p i t a l
D e f i n e d
b e n e f i t p l a n s
F a i r v a l u e
R e v a l u a t i o n
O t h e r
C u r r e n c y
t r a n s l a t i o n
R e t a i n e d
T o t a l
a t t r i b u t a b
l e
t o e q u i t y
h o l d e r s o
f
N o n -
c o n t r o l l i n g
T o t a l
N o t e
c a p i t a l
s h a r e s
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
e a r n i n g s
t h e C o m p a n y
i n t e r e s t s
e q u i t y
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
B a l a n c e a t 1 J a n u a r y 2 0 1 4
7 2 , 6 4 8
( 7 3 6 )
1 8 0
( 4 2 4 )
( 8 9 4 )
-
( 4 1 0 )
6 , 0 2 5
3 1 , 0 5 1
1 0 7 , 4 4 0
2 , 5 2 2
1 0 9 , 9
6 2
P r o f i t f o r t h e y e a r
-
-
-
-
-
-
-
-
1 6 , 0
8 5
1 6 , 0
8 5
6 4
1 6 , 1 4 9
O t h e r c o m p r e h e
n s i v e i n c o m e / ( l o s s ) :
D e f i n e d b e n e f i t p l a n s ’ a c t u a r i a l g a i n
-
-
-
5 7
-
-
-
-
-
5 7
-
5 7
S h a r e o f a n a s s o
c i a t e d c o m p a n y ’ s o t h e r
c o m p r e h e n s i v
e i n c o m e
-
-
8 3 5
-
-
-
-
-
-
8 3 5
-
8 3 5
N e t l o s s o n f a i r v
a l u e c h a n g e s o n f i n a n c i a l a s s e t ,
a v a i l a b l e - f o r - s
a l e
-
-
-
-
( 7 6 3 )
-
-
-
-
( 7 6 3
)
-
( 7 6 3 )
F a i r v a l u e c h a n g e s o n d i s p o s a l o f f i n a n c i a l a s s e t ,
a v a i l a b l e - f o r - s
a l e r e c l a s s i f i e d t o p r o f i t o r l o s s
-
-
-
-
1 , 6 5 7
-
-
-
-
1 , 6 5 7
-
1 , 6 5 7
N e t c h a n g e s i n r e v a l u a t i o n r e s e r v e
-
-
-
-
-
5 9
-
-
-
5 9
-
5 9
C u r r e n c y t r a n s l a t i o n d i f f e r e n c e s
-
-
-
-
-
-
-
( 1 , 7 4 2 )
-
( 1 , 7 4 2
)
5
( 1 , 7 3 7 )
O t h e r c o m p r e h e
n s i v e i n c o m e / ( l o s s )
f o r t h e f i n a n c i a l y e a r , n e t o f t a x
-
-
8 3 5
5 7
8 9 4
5 9
-
( 1 , 7 4 2 )
-
1 0 3
5
1 0 8
T o t a l c o m p r e h e n s i v e i n c o m e / ( l o s s ) f o r t h e f i n a n c i a l y e a r
-
-
8 3 5
5 7
8 9 4
5 9
-
( 1 , 7 4 2 )
1 6 , 0
8 5
1 6 , 1
8 8
6 9
1 6 , 2 5 7
C o n t r i b u t i o n s b y
a n d d i s t r i b u t i o n s t o o w n e r s :
M o v e m e n t i n o p
t i o n t o a c q u i r e n o n - c o n t r o l l i n g
i n t e r e s t o f a s u b s i d i a r y
2 5
-
-
-
-
-
-
4 1 0
-
-
4 1 0
-
4 1 0
O n e - t i e r t a x - e x e m p t f i n a l c a s h d i v i d e n d f o r y e a r 2 0 1 3
3 5
-
-
-
-
-
-
-
-
( 2 , 1 3 9 )
( 2 , 1 3 9
)
-
( 2 , 1 3 9 )
O n e - t i e r t a x - e x e m
p t i n t e r i m c a s h d i v i d e n d f o r y e a r 2 0 1 4
3 5
-
-
-
-
-
-
-
-
( 2 , 1 5 0 )
( 2 , 1 5 0
)
-
( 2 , 1 5 0 )
T o t a l c o n t r i b u t i o
n s b y a n d d i s t r i b u t i o n s t o o w n e r s
-
-
-
-
-
-
4 1 0
-
( 4 , 2
8 9 )
( 3 , 8 7 9
)
-
( 3 , 8 7 9 )
O t h e r s :
I n v e s t m e n t i n s u
b s i d i a r i e s b y n o n - c o n t r o l l i n g i n t e r e s t s
3 4
-
-
-
-
-
-
-
-
-
-
1 7 2
1 7 2
A c q u i s i t i o n o f a d
d i t i o n a l i n t e r e s t s i n a s u b s i d i a r y f r o m
n o n - c o n t r o l l i n
g i n t e r e s t s
3 4
-
-
-
-
-
-
( 7 1 5 )
-
-
( 7 1 5
)
6 9 5
( 2 0 )
C l o s u r e o f a s u b s i d i a r y
3 4
-
-
-
-
-
-
-
-
-
-
4
4
D i v i d e n d s p a i d t o n o n - c o n t r o l l i n g i n t e r e s t
3 4
-
-
-
-
-
-
-
-
-
-
( 2 6 2 )
( 2 6 2 )
T o t a l o t h e r s
-
-
-
-
-
-
( 7 1 5 )
-
-
( 7 1 5
)
6 0 9
( 1 0 6 )
B a l a n c e a t 3 1 D e
c e m b e r 2 0 1 4
7 2 , 6 4 8
( 7 3 6 )
1 , 0 1 5
( 3 6 7 )
-
5 9
( 7 1 5 )
4 , 2
8 3
4 2 , 8 4 7
1 1 9 , 0 3 4
3 , 2 0 0
1 2 2 , 2 3 4
T h e a c c o m p a n
y i n g n o t e s f o r m a
n i n t e g r a l p a r t o f t h e
s e f i n a n c i a l s t a t e m e n t s
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
F o r t h e f i n a
n c i a l y e a r e n d e d 3 1 D e c e m b e
r 2 0 1 4
5 3
S e r i a l S y s t e m L t d
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S E R I A L S Y S T E M L T D
A N D I T S S U B S I D I A R I E S
5 4
S e r i a l S y s t e m L t d
A t t r i b u t a b l e t o e q u i t y h o l d e r s o f t h e C o m p a n y
S h a r e
T r e a s u r y
S h a r e
o p t i o n
C a p i t a l
D e f i n e d
b e n e f i t p l a n s
F a i r v a l u e
O t h e r
C u r r e n c y
t r a n s l a t i o n
R e t a i n e d
T o t a l
a t t r i b u t a b
l e
t o e q u i t y
h o l d e r s o
f
N o n -
c o n t r o l l i n g
T o t a l
N o t e
c a p i t a l
s h a r e s
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
r e s e r v e
e a r n i n g s
t h e C o m p a n y
i n t e r e s t s
e q u i t y
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
U S $ ’ 0 0 0
B a l a n c e a t 1 J a n u a r y 2 0 1 3
7 2 , 6 2 6
( 7 3 6 )
5
1 8 0
( 1 8 8 )
-
-
5 , 4 9 6
2 5 , 4 9 7
1 0 2 , 8
8 0
1 , 6 5 8
1 0 4 , 5 3 8
P r o f i t f o r t h e y e a r
-
-
-
-
-
-
-
-
1 1 , 2 0 6
1 1 , 2 0 6
1 8 9
1 1 , 3 9 5
O t h e r c o m p r e h e
n s i v e ( l o s s ) / i n c o m e :
D e f i n e d b e n e f i t p l a n s ’ a c t u a r i a l l o s s e s
-
-
-
-
( 2 3 6 )
-
-
-
-
( 2 3 6
)
-
( 2 3 6 )
N e t l o s s o n f a i r v
a l u e c h a n g e s o n
f i n a n c i a l a s s e t , a v a i l a b l e - f o r - s a l e
-
-
-
-
-
( 8 9 4 )
-
-
-
( 8 9 4
)
-
( 8 9 4 )
C u r r e n c y t r a n s l a t i o n d i f f e r e n c e s
-
-
-
-
-
-
-
5 2 9
-
5 2 9
2 5
5 5 4
O t h e r c o m p r e h e
n s i v e ( l o s s ) / i n c o m e f o r t h e f i n a n c i a l
y e a r , n e t o f t a
x
-
-
-
-
( 2 3 6 )
( 8 9 4 )
-
5 2 9
-
( 6 0 1
)
2 5
( 5 7 6 )
T o t a l c o m p r e h e n s i v e ( l o s s ) / i n c o m e f o r t h e f i n a n c i a l y e a r
-
-
-
-
( 2 3 6 )
( 8 9 4 )
-
5 2 9
1 1 , 2 0 6
1 0 , 6 0 5
2 1 4
1 0 , 8 1 9
C o n t r i b u t i o n s b y
a n d d i s t r i b u t i o n s t o o w n e r s :
O p t i o n t o a c q u i r
e n o n - c o n t r o l l i n g i n t e r e s t o f a
s u b s i d i a r y
2 5
-
-
-
-
-
-
( 4 1 0 )
-
-
( 4 1 0
)
-
( 4 1 0 )
O n e - t i e r t a x - e x e m p t f i n a l c a s h d i v i d e n d f o r y e a r 2 0 1 2
3 5
-
-
-
-
-
-
-
-
( 2 , 1 7 8 )
( 2 , 1 7 8
)
-
( 2 , 1 7 8 )
O n e - t i e r t a x - e x e m
p t i n t e r
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