BOARD OF DIRECTORS REGISTERED OFFICE

Transcription

1 Continuous Growth

2 Contents 1 Company Profile 2 Board of Directors 4 Executive Officers 5 Chairman's Statement 8 Operating and Financial Review 12 Financial Highlights 14 Our Business and New Product Range 18 Financial Contents 19 Corporate Governance Statement 27 Financial Information 66 Statistics of Shareholdings 68 Notice of Annual General Meeting Proxy Form Corporate Information

3 SIN GHEE HUAT CORPORATION LTD. 1 Company Profile Head office at 32 Penhas Road A major one-stop distributor of stainless steel products Sin Ghee Huat Corporation Ltd is a public company listed on the mainboard of Singapore Exchange Securities Trading Limited. We have a track record of more than 20 years in the sales and distribution of stainless steel products and have grown to be a major stockist and one-stop distributor of 304/304L and 316/316L grades of austenitic stainless steel as well as duplex steel products. These include pipes, fittings, plates, bars, tubes and flanges which we source from reputable suppliers in China, Europe, Japan, South Korea and Taiwan. We have expanded our product range to include duplex stainless steel products. Our main warehouse facilities in Singapore are located at 62 Tuas Basin Link Singapore and 32 Gul Crescent Singapore Our warehouse facility in China is located at Suzhou Industrial Park, PRC.

4 2 SIN GHEE HUAT CORPORATION LTD. Board of Directors Goh Chee Wee Chairman Lim Lian Soon Executive Director; CEO until 31 August 2012 Hoon Tai Meng Independent Director Kua Chee Meng Administration Director Kua Chee Seng Business Development Director Kua Eng Wah Sales Director Kua Peng Chuan Market Development Director Tan Lye Heng Paul Independent Director Kua Ghim Siong Alternate Director to Kua Eng Wah; Interim CEO Goh Chee Wee, 66, was appointed an Independent Director and Non-Executive Chairman of the Company on 28 October He was formerly a Member of Parliament and Minister of State for Trade & Industry, Labour & Communications. He is currently the Chairman and Director of a number of NTUC Co-operatives and SLF subsidiary companies and also a director of a number of public listed companies. Lim Lian Soon, 57, our Chief Executive Officer until 31 August 2012, was appointed an Executive Director and Chief Executive Officer of the Company on 2 October He was responsible for corporate strategic direction and the general management of our business and operations. He started his career as an auditor and subsequently worked in various industries in internal audit, tax and accounting of which 7 years was in the Oil and Gas Service industry. He was a Practising Certified Public Accountant for 15 years prior to joining us. Lian Soon is a Fellow of the Association of Chartered Certified Accountants, United Kingdom, a Fellow Certified Public Accountant, Singapore and a Fellow Certified Public Accountant, Australia. Hoon Tai Meng, 60, was appointed an Independent Director of the Company on 1 March He is currently an Executive Director of Chip Eng Seng Corporation Ltd and formerly a partner with M/s KhattarWong. Besides having around 15 years of experience in legal practice, he also has approximately 20 years of experience in financial planning and management, audit and tax functions. He has a Bachelor of Commerce degree in accountancy from the Nanyang University and a LLB (Honours) from the University of London. Tai Meng is a Fellow of the Chartered Institute of Management Accountants (United Kingdom), a Fellow of the Association of Chartered Certified Accountants (United Kingdom), a Fellow Certified Public Accountant (Singapore) and a Barrister-at-Law (Middle Temple, United Kingdom). He is an Independent Director of Thai Village Holdings Ltd and Yangtze China Investment Limited.

5 SIN GHEE HUAT CORPORATION LTD. 3 Board of Directors Kua Chee Meng, 64, our Administration Director, was appointed Director of the Company on 7 March He oversees our administration function, including human resources and information systems. Since the establishment of our Company in 1977, he had been involved in various aspects of our operations. Over time, he became responsible for our finance function and was our Finance Director until November 2006, when he was re-designated as our Administration Director. Prior to 1977, he had worked in the Kua family business, which was involved in the supply of general hardware items in Singapore. Chee Meng completed his Secondary 4 education at Thomson Government Secondary School. Kua Chee Seng, 62, our Business Development Director, was appointed Director of the Company on 11 July He is responsible for development of new business opportunities. Since the establishment of our Company in 1977, he had been involved in various aspects of our operations. In particular, he was responsible for the re-development of our office at Penhas Road as well as spearheading the computerisation of our accounting system. Prior to 1977, Chee Seng had worked in the Kua family business, which was involved in the supply of general hardware items in Singapore. Chee Seng obtained a Bachelor of Commerce degree from Nanyang University. Kua Eng Wah, 64, our Sales Director, was appointed Director of the Company on 7 March He oversees our sales function. Since the establishment of our Company in 1977, he had been involved in various aspects of our operations. Over time, he became responsible for our sales function. Prior to 1977, Eng Wah had worked in the Kua family business, which was involved in the supply of general hardware items in Singapore. He completed his Secondary 4 education at Chinese High School. Eng Wah is a committee member of the Singapore Metal and Machinery Association. manages sales operations and market development. He joined the Company as Sales Executive in October 2004 after completing his National Service. He assumed the role of Sales & Marketing Manager cum Head of Market Development on 1 August 2010, and was promoted to Senior Manager, Sales & Marketing/Head of Market Development on 1 August He holds a diploma in Chemical Engineering from Temasek Polytechnic. Tan Lye Heng Paul, 46, was appointed an Independent Director of the Company on 1 March He is a practising public accountant and the Managing Director of Tan Teo & Partners PAC. He has over 19 years of auditing experience working as an auditor in public accounting firms and a 2-year stint as the internal auditor of a large Singapore public listed company before starting his own public accounting practice. He is an accredited Quality Assessor of Internal Audit Activity. Paul holds a Masters Degree in Business Administration (MBA) from the University of Birmingham, United Kingdom. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom. He is also an Independent Director of Second Chance Properties Ltd, China Sunsine Chemicals Holdings Ltd and Serial System Ltd, the shares of which are traded on the Singapore Exchange. Kua Ghim Siong, 34, was appointed Interim Chief Executive Officer of the Company on 1 September He has been Alternate Director to Kua Eng Wah since 1 December He joined the Company as Sales Executive in April 2004 after graduation, and assumed the role of Assistant Purchasing Manager in October Ghim Siong was promoted to Purchasing and Logistics Manager on 1 August 2010 and Senior Manager, Purchasing & Logistics/China Operations on 1 August He holds a Bachelor of Commerce from the University of Western Australia. Kua Peng Chuan, 29, our Market Development Director, was appointed Director of the Company on 25 October He was Alternate Director to Kua Chee Hong from 11 December 2009 to 25 October Peng Chuan

6 4 SIN GHEE HUAT CORPORATION LTD. Executive Officers Chia Hua Meng, 61, is our Chief Financial Officer. He is responsible for financial management and oversees risk management and investor relations. Hua Meng has around 30 years of experience in financial management, accounting and general administration. Prior to joining the Company on 3 February 2010, he was Financial Controller and Secretary of another company listed on Singapore Exchange. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom and a non-practising member of the Institute of Certified Public Accountants of Singapore. Kua Eng Bee, 60, is our Senior Manager for Sales and Marketing. He is responsible for the sale of our products in Singapore. He has been involved in sales and marketing since joining us in Prior to joining us, Eng Bee was with Sembawang Shipyard and Sembawang Engineering, working on-board ships and taking on a variety of responsibilities relevant to the fabrication of oil and gas offshore structures. Eng Bee completed his GCE O levels at Upper Thomson Secondary School. Kua Chee Kok, 51, is our Senior Manager for Warehouse. He is responsible for the management of our warehouse operations. Prior to the establishment of our Company in 1977, Chee Kok had worked in the Kua family business, which was involved in the supply of general hardware items in Singapore. He did his secondary education at Thomson Secondary School. He was appointed to head our warehouse operations in 2000.

7 SIN GHEE HUAT CORPORATION LTD. 5 Chairman's Statement Bars stock in our warehouse Dear Shareholders, I am pleased to present to you the annual report of Sin Ghee Huat Corporation Ltd for the financial year ended 30 June 2012 ("FY2012"). OVERALL PERFORMANCE Group's revenue rose 16% to $61.25 million versus $52.70 million booked in FY2011, the preceding financial year. Net profit after tax achieved was $5.55 million, a marginal increase over the previous year's $5.33 million. This translated into earnings per share of 2.5 cents a slight improvement compared with 2.4 cents per share earned in the previous year. Net asset value stood at 39.8 cents per share at 30 June It was 39.2 cents per share a year ago. THE MARKETS The Group's business activities in the local and regional markets could be described as mildly buoyant. It was seemingly a "buyers' market", though. Prices of stainless steel products declined mainly due to a fall in the price of nickel, a main determinant of austenitic stainless steel prices. In the light of a fragile business outlook, end-users and traders were cautious, which capped demand. Revenue growth in the overseas markets in FY2012 was exceptionally significant. The ASEAN segment, anchored on

8 6 SIN GHEE HUAT CORPORATION LTD. Chairman's Statement the Malaysia and Indonesia markets, rose a substantial 47% to $18.73 million compared with $12.77 million recorded in FY2011. A fair share of the revenue increase in the ASEAN segment was attributed to certain bulk purchases of stainless steel pipes and plates by a couple of customers in the neighbouring countries. These bulk purchase orders were secured against keen competition and hence at lower gross profit margin. Year-on-year revenue growth was marginal for the local Singapore segment, which contributed 63% to the total revenue in the Group in FY2012. The local market generated $38.33 million in revenue compared with $37.75 million posted in the previous year. The increase in revenue over the year was quite well spread across most of the industry segments in which the Group's customers are based. Revenues derived from the "oil & gas and petrochemical" segment, "building and construction" segment as well as the "machining and processing" segment increased in the range of 26% to 33% versus the previous year. NEW MARKETS AND PRODUCT RANGE The Group has established its core competencies in specialising in the distribution of 304/304L and 316/316L grades of austenitic stainless steel products. We will continue to strengthen on these competencies. The challenges entail expanding our diversity of product range as well as extending the geographical markets. To meet the needs of the customers, we have widened our comprehensive range of products to include duplex grades of materials, albeit on a small scale at present. Duplex materials are of high tensile strength and great resistance to corrosion, suitable for use, for example, in the oil & gas and petrochemical industry as well as the marine & offshore industry. The Helix Bridge, constructed using special duplex stainless steel, is a case in point illustrating the unique features of duplex materials. DIVIDEND The Board has recommended the payment of a Final dividend of two cents per share in respect of the financial year ended 30 June The dividend totalling $4.44 million, if Revenue contribution from the "trading and others" segment rose 13%. The marine and shipbuilding segment, which apparently was not as robust as it used to be, accounted for $7.72 million in revenue, marginally lower than the $8.04 million billed in FY2011. CHINA OPERATIONS Our China subsidiary continued to incur loss amounting to $236,000 in its second year of business operations. The subsidiary has been generating an acceptable gross profit margin. However, sales volume growth was slower than what we had expected. Looking at the bigger picture, the Group would, at this juncture, strive to continue with its concerted efforts and keep the momentum going. Office at Suzhou Industrial Park

9 SIN GHEE HUAT CORPORATION LTD. 7 Chairman's Statement approved at the forthcoming Annual General Meeting ("AGM"), will be paid to shareholders on 14 November This proposed payment of dividend represents approximately 80% payout ratio on the Group's net profit after tax for the financial year under review. BUSINESS OUTLOOK The prolonged debt crisis in the Eurozone, together with a weak recovery in the US economy and slowdown in China and India, would possibly continue to weigh down heavily on the global economic growth in the near-term. Amid more ups than downs stemming from the advanced and major economies, business sentiments may remain downbeat for some time. Hence, while we remain vigilant and cautious, it is equally imperative to maintain a balance between opportunities and risks in the search for growth or in any new business venture. On a brighter note, growth prospects nearer home within Singapore and ASEAN region hopefully would continue to remain relatively buoyant. Company, Mr Kua Chee Meng and Mr Kua Eng Wah will assume an advisory role to ensure continuity. Both Mr Kua Chee Meng and Mr Kua Eng Wah have been with the Company as Directors since 7 March 1977 after over 35 years in office. Mr Kua Eng Watt retired as a Director of the Company at the conclusion of the last AGM on 25 October Mr Kua Eng Watt had been with the Company since 11 July 1979 prior to his retirement after 32 years in office. Mr Kua Chee Meng, Mr Kua Eng Wah and Mr Kua Eng Watt are among the several long-time Directors (including Mr Kua Chee Hong who retired at the last AGM and Mr Kua Chee Seng who is a present Board member of the Company) who together have nurtured and grown the Company from a humble beginning to what it is today. APPRECIATION On behalf of the Board, I extend our utmost appreciation and gratitude to Mr Lim Lian Soon, Mr Kua Chee Meng, Mr Kua Eng Wah and Mr Kua Eng Watt for their services and contributions during their tenure as Directors. CHANGES IN KEY MANAGEMENT AND BOARD MEMBERS Mr Lim Lian Soon has relinquished his position as Chief Executive Officer ("CEO") of the Company, on 31 August 2012, upon expiry of his 3-year term Service Agreement with the Company. He remains a member of the Board of Directors of the Company until the conclusion of the forthcoming AGM. Mr Kua Ghim Siong who is currently an Alternate Director of the Board, was appointed Interim CEO of the Company on 1 September Prior to this, he was the Senior Manager, Purchasing & Logistics/China Operations. I would like to thank the staff and management of the Company for their hard work and dedication, and to our valued customers and business associates for their confidence and support. On behalf of the Board, I would also like to express our gratitude and sincere appreciation to all our valued shareholders for your confidence, trust and support. The Company has come a long way indeed a long, long way. We look forward to the continued support of all our stakeholders in the years ahead. Mr Kua Chee Meng and Mr Kua Eng Wah will be retiring as Directors of the Company at the conclusion of the forthcoming AGM. Upon retirement as Directors of the Goh Chee Wee Chairman

10 8 SIN GHEE HUAT CORPORATION LTD. Operating and Financial Review Plates stock in our warehouse PRICES OF NICKEL AND STAINLESS STEEL PRODUCTS There had been an over-production of nickel, according to market sources. The abundant supply of nickel at a time of slowing global economy inevitably led to softening of its prices, which in turn pulled down the prices of stainless steel products. In the preceding financial year, nickel price (per tonne) was as high as US$26,100 at the end of March It moved down to about US$23,100 at the end of June 2011, recovered to US$24,900 in July 2011 before descending downhill to US$18,300 at the end of September It hovered around US$18,300 towards the end of December 2011, dipped to US$17,400 in March 2012 and softened further to US$16,400 at the end of June REVENUE Sales revenue rose 16% to $61.25 million in the financial year ended 30 June 2012 from $52.70 million registered in the preceding year. The increase in revenue was mainly due to increase in sales volume. In addition, certain bulk purchases of stainless steel pipes and plates by two customers in neighbouring countries helped increase the revenue for the year. BUSINESS AND GEOGRAPHICAL SEGMENTS The Group has essentially one business or operating segment, which is the trading and sales of stainless steel products. Additional information is provided on revenue contribution from the broad industry sectors in which our customers are based. Nickel, an essential component of stainless steel, is a main determinant of prices for stainless steel products. The fall in the nickel price over the year thus had a considerable impact on the prices of stainless steel products. Revenues generated from the "oil & gas and petrochemical" segment, "building and construction" segment and "machining and processing" segment increased 33%, 29% and 26% respectively compared with FY2011. The "trading

11 SIN GHEE HUAT CORPORATION LTD. 9 Operating and Financial Review and others" segment contributed 13% in revenue whilst the "marine and shipbuilding" segment, which was not as robust as before, recorded a marginal 4% decrease in revenue. The Singapore market contributed a total revenue of $38.33 million (FY2011: $37.75 million) representing 63% (FY2011: 72%) of the Group's revenue. Revenue recorded for the ASEAN segment totalled $18.73 million a substantial 47% increase compared with $12.77 million posted in the preceding year. GROSS PROFIT Gross profit margin for FY2012 was 22% (FY2011: 25%). The increase in gross profit was marginal at 4% though revenue grew 16% over the preceding year. The disparity was mainly due to the factors outlined in the two paragraphs below. The changes in average selling price lagged behind the corresponding changes in average cost price of the products, leading to unfavourable price differentials and hence smaller gross profit margins. Drawing down items from inventories purchased previously when purchase costs were still on the higher side also resulted in lower profit margins. In addition, the sales orders for the bulk purchases referred to above were secured with special pricing against keen competition and hence lower gross profit margin. This in turn diluted the overall gross profit margin for the year. The cost of sales was stated after offsetting a reversal of inventory allowances relating to damaged/obsolete inventories and write-downs to their net realisable values. The net reversal amount in FY2012 was $160,000, which was significantly lower than the $728,000 for similar reversal in the preceding year. DISTRIBUTION COSTS AND ADMINISTRATIVE EXPENSES The overall operating expenses, comprising distribution costs and administrative expenses, totalled $7.20 million compared with $7.02 million for FY2011. The total increase was $174,000 or approximately 2% over the previous year. Distribution costs for FY2012 were 12% higher at $4.45 million (FY2011: $3.99 million). The higher distribution costs were largely attributed to increased business activities, higher sales and depreciation, as well as increased manpower costs to support sales and marketing efforts. On the other hand, administrative expenses were 10% lower at $2.74 million for FY2012 compared with $3.04 million in the preceding year mainly due to lower staff costs and write-back of unconsumed leave. REVENUE BREAKDOWN BY BUSINESS SEGMENT FY2012 FY % 13% 25% 12% 6% 45% 15% 23% 11% 6% Marine & shipbuilding Oil & gas and petrochemical Building & construction Machining & processing Trading and others

12 10 SIN GHEE HUAT CORPORATION LTD. Operating and Financial Review OTHER OPERATING INCOME Other operating income was $174,000 compared with $210,000 for FY2011. A breakdown is given below: FY2012 FY2011 $'000 $'000 Interest income on bank and short-term bank deposits Gain on disposal of property, plant and equipment 53 Reversal of allowance for doubtful debts trade 14 Other income Total OTHER OPERATING EXPENSES On a net basis, other operating expenses were lower at $122,000 compared with $181,000 in the previous year. These expenses mainly comprised a provision for value added tax (VAT) in respect of inventories purchased for the China subsidiary amounting to $82,000 (FY2011: nil) and foreign exchange loss of $29,000 (FY2011: $160,000). The provision for VAT was made as a matter of prudence as there was no certainty of recovery. PROFIT BEFORE AND AFTER INCOME TAX Profit before income tax was 5% higher at $6.63 million (FY2011: $6.31 million). Net profit after tax achieved was 4% higher at $5.55 million compared with $5.33 million in FY2011. The increase in profit before income tax (as well as net profit after tax) was consistent with increase in gross profit. The income tax expense for FY2012 was stated after offsetting an over-provision of income tax in respect of prior years amounting to $33,000 (FY2011: $72,000). PMI check on our materials

13 SIN GHEE HUAT CORPORATION LTD. 11 Operating and Financial Review CHINA SUBSIDIARY Our China subsidiary, SG Metals (Suzhou) Ltd, incurred a loss of $236,000 in FY2012. Together with the loss incurred in the preceding (first) year, the accumulated losses as at 30 June 2012 totalled $473,000. In view of the loss position at the Suzhou operations, an allowance for impairment amounting to $393,000 (FY2011: nil) was recorded at company level. The allowance for impairment had no impact on the consolidated financial statements at group level. WORKING CAPITAL Inventories We maintained an inventory of $31.67 million as at 30 June 2012 which was marginally higher than the $30.88 million at the end of the preceding year. Our inventory turnover was 240 days versus 274 days in FY2011 based on average net inventories. would not be received until after the financial year end. In addition, there were delays in cash collections on certain receivables accounts. These collectively resulted in the increase in trade receivables. Our receivables turnover for the financial year was 107 days (FY2011: 104 days). The trade receivables are stated after providing for doubtful debts of $37,000 (FY2011: $51,000). The prepayment of $1.92 million to certain suppliers as of 30 June 2012 was for goods purchased. There was no similar prepayment to suppliers as at 30 June CASH POSITION AND CASH FLOW Our cash and cash equivalents as at 30 June 2012 stood at $32.57 million. This was lower than the $36.36 million as at the end of the previous financial year. The cash balance was lower mainly because of the timing of cash inflow from customers and cash outflow for prepayment to suppliers as described below. Trade and other receivables A breakdown of the trade and other receivables is given below: FY2012 FY2011 $ million $ million Trade receivables Prepayments to suppliers 1.92 nil Others Total Trade receivables increased to $17.88 million as at 30 June 2012 compared with $15.06 million a year ago. The increase in trade receivables was mainly due to higher sales revenue. There were certain significant shipments invoiced to customers on credit terms particularly in the fourth quarter of FY2012, but payments from the customers for these shipments Firstly, there were certain shipments of significant value invoiced to the customers on credit terms particularly in the fourth quarter of the year in respect of which payments would not be received until after the end of FY2012. Secondly, cash was utilised to the extent of $1.92 million (FY2011: nil) for prepayment to certain suppliers in the later part of FY2012. Net cash generated from operating activities were lower at $1.39 million compared with $2.27 million in FY2011 primarily due to the similar factors outlined in the preceding paragraph. The Group did not have any borrowings during the year. Overall, we have maintained a healthy cash position and balance sheet.

14 12 SIN GHEE HUAT CORPORATION LTD. Financial Highlights FY2008 FY2009 FY2010 FY2011 FY2012 Income Statement ($ 000) Sales revenue 92,554 54,385 48,375 52,700 61,253 Profit before tax 17,007 1,608 4,450 6,305 6,634 Profit after tax 13,722 1,497 3,734 5,326 5,553 Balance Sheet and cash flow ($ 000) Inventories 47,484 34,644 28,322 30,880 31,666 Cash and cash equivalents 28,221 33,672 39,805 36,356 32,569 Current assets 97,655 79,730 81,373 82,854 84,317 Total assets 105,513 87,605 89,816 91,788 93,204 Current liabilities 18,507 3,253 3,551 4,687 4,911 Total liabilities 18,551 3,253 3,551 4,687 4,911 Total equity 86,962 84,352 86,265 87,101 88,293 Cash flow from operations (1) 11,713 21,883 9,731 2,721 2,146 Financial Statistics Gross profit margin (%) 27.6% 14.6% 21.3% 25.2% 22.5% Net profit margin (%) 14.8% 2.8% 7.7% 10.1% 9.1% Return on assets (%) (2) 13.4% 1.6% 4.2% 5.9% 6.0% Return on equity (%) (2) 16.6% 1.7% 4.4% 6.1% 6.3% Earnings per share (cents) Net tangible assets per share (cents) Dividends declared per share (cents) Current ratio (times) Inventory turnover (days) (2) Receivables turnover (days) (3) Payables turnover (days) (3) (1) before interest and tax (2) average basis (3) ending balance basis, trade

15 SIN GHEE HUAT CORPORATION LTD. 13 Financial Highlights Sales revenue (S$ 000) Profit after tax (S$ 000) , , ,385 48,375 52,700 61, ,497 3,734 5,326 5,553 0 FY2008 FY2009 FY2010 FY2011 FY FY2008 FY2009 FY2010 FY2011 FY2012 Earnings per share (cents) 12 Net tangible assets per share (cents) FY2008 FY2009 FY2010 FY2011 FY FY2008 FY2009 FY2010 FY2011 FY2012 Dividends declared per share (cents) Inventories (S$ 000) , ,644 28,322 30,880 31, FY2008 FY2009 FY2010 FY2011 FY FY2008 FY2009 FY2010 FY2011 FY2012

16 14 SIN GHEE HUAT CORPORATION LTD. Our Business and New Product Range We sell a wide range of stainless steel products to a diverse range of distributors and end users where the products are used in industries such as: Oil & Gas and Petrochemicals Marine and Shipbuilding Construction and Infrastructure Water and Environmental Engineering Food and Beverage Processing Pulp and Paper Pharmaceuticals Process Industries WHAT IS STAINLESS STEEL? Like all types of steel, stainless steel is not a single metal but comprises two or more elements alloyed together. Stainless steel is a solid material and not a coating applied to give it stainless properties. It is milled into coils, sheets, plates, bars, wire, and tubing and used for a variety of purposes. The appearance of stainless steel is varied, depending on the way it is made and finished. Flat rolled stainless steel can have difference finishes, such as brushed, satin, matte, reflective, mirror, etc. It is also fully recyclable. Carbon steel differs from stainless steel by the amount of chromium present; it rusts when exposed to air and moisture. It is also used to refer to steel which is not stainless steel. The amount of carbon content affects its hardness and ductility. Mild steel has a relatively low tensile strength, but is cheap and malleable and often used in large quantities, e.g. structural steel. Steel with carbon content above 2% is known as cast iron. DIFFERENT ALLOY ELEMENTS Addition of different alloy elements and different proportions result in the stainless steel having different properties, e.g. Molybdenum increases corrosion resistance in acidic or marine environments; Nickel makes it non-magnetic and improves corrosion resistance. MAJOR TYPES OF STAINLESS STEEL Stainless steels are also classified by their crystalline structure. The major types are: Austenitic, or 300 series, stainless steels is the most widely used. Ferritic stainless steel contains Iron and Chromium and has similar properties to mild steel but with better corrosion resistance and are magnetic. Martensitic stainless steel is formed when the carbon content of Ferritic stainless steel is increased and undergoes temperature-induced structural modifications. Precipitation-hardening stainless steel has very high strength which is obtained by adding elements such as copper. Duplex stainless steel (our new product range) has a mixed microstructure of austenite and ferrite. It has lower nickel and molybdenum contents than austenitic grades of similar corrosion resistance but has roughly twice the strength compared to austenitic stainless steels and also improved resistance to corrosion and stress corrosion cracking hence making it more cost effective for many applications. It is increasingly used as structural materials in building and architecture. Its higher initial costs are more than compensated by longer life span and significantly lower maintenance and repair costs. THE HELIX BRIDGE This is the pedestrian bridge that was opened in 2010 linking Marina Centre with Marina South. The total length is 280 metres. However, the total length of the stainless steel tubes that make up the double helix structure is 2.25 kilometres (almost the distance of a 2.4 kilometres fitness run) when laid out end to end. This is the world s first double-helix pedestrian bridge built from duplex stainless steel pipes. It was reported that the bridge uses approximately 650 tons of duplex stainless steel besides another 1000 tons of carbon steel used to get the helix shape.

17 SIN GHEE HUAT CORPORATION LTD. 15 Our Business and New Product Range OUR BUSINESS New Products in Suzhou Warehouse New Products (Duplex Stainless Steel) in Local Warehouse

18 16 SIN GHEE HUAT CORPORATION LTD. Our Business and New Product Range OUR OPERATIONS Improvement of Our Warehouse Completion of warehouse extension New signage for SG Metals New electric forklift truck Installation of new spreader beam Our SG Metals team

19 SIN GHEE HUAT CORPORATION LTD. 17 Our Business and New Product Range Making efficient use of storage space

20 Financial Contents 19 Corporate Governance Statement 27 Directors' Report 30 Statement by Directors 31 Independent Auditor s Report 32 Statement of Financial Position 33 Consolidated Income Statement 34 Consolidated Statement of Comprehensive Income 35 Consolidated Statement of Changes in Equity 36 Consolidated Statement of Cash Flow 37 Notes to the Financial Statements 66 Statistics of Shareholdings 68 Notice of Annual General Meeting Proxy Form

21 SIN GHEE HUAT CORPORATION LTD. 19 Corporate Governance Statement The Board of Directors (the Board or the Directors ) of Sin Ghee Huat Corporation Ltd. (the Company ) recognises the importance of sound corporate governance in protecting the interests of its shareholders as well as strengthening investors confidence in its management and financial reporting. The Company, together with its subsidiaries (the Group ), is committed to maintaining a high standard of corporate governance, and adheres to the principles and guidelines set out in the Code of Corporate Governance 2005 (the Code ) through self-regulatory corporate practices. The Company is reviewing the recent revisions to the Code as approved by Monetary Authority of Singapore on 2 May 2012 and will take steps to comply with the Revised Code. There are other sections in this annual report which contain information required by the Code. Hence, the annual report should be read in totality. BOARD MATTERS Principle 1: Board s Conduct of its Affairs The primary role of the Board is to: (a) (b) (c) (d) provide leadership, set strategic goals and ensure that the necessary resources are in place for the Group to meet its objectives; establish a framework of controls which enables risks to be assessed and managed; review the performance of management; and ensure that obligations to shareholders and others are understood and met. The day-to-day management of the affairs of the Group is delegated by the Board to the Senior Management team headed by the Chief Executive Officer. The Board conducts regular scheduled meetings and where circumstances require, ad-hoc meetings are arranged. Board meetings are conducted in Singapore and attendance by the Directors has been regular. The attendances of the Directors at meetings of the Board and Board committees as well as the number of such meetings during the financial year ended 30 June 2012 are set out below: Board Audit Committee Nominating Committee Remuneration Committee Name of Directors No. of meetings Attendance No. of meetings Attendance No. of meetings Attendance No. of meetings Attendance Goh Chee Wee Lim Lian Soon 4 4 NA NA NA NA NA NA Kua Chee Seng 4 4 NA NA NA NA NA NA Kua Chee Meng 4 4 NA NA NA NA NA NA Kua Eng Wah 4 4 NA NA NA NA NA NA Hoon Tai Meng Tan Lye Heng Paul Kua Eng Watt (1) 4 1 NA NA NA NA NA NA Kua Chee Hong (1) 4 1 NA NA NA NA NA NA Kua Peng Chuan (2) 4 4 NA NA NA NA NA NA Kua Ghim Siong (3) 4 2 NA NA NA NA NA NA (1) Kua Eng Watt and Kua Chee Hong ceased to be Executive Directors on 25 October (2) Kua Peng Chuan was appointed an Executive Director on 25 October He was Alternate Director to Kua Chee Hong prior to 25 October (3) Kua Ghim Siong was appointed Alternate Director to Kua Eng Wah on 1 December NA: Not Applicable.

22 20 SIN GHEE HUAT CORPORATION LTD. Corporate Governance Statement To assist the Board in the execution of its duties, the Board has delegated specific functions to the Audit Committee, Nominating Committee and Remuneration Committee. Each of these committees is governed by its respective Charter and is provided with sufficient resources to discharge its duties. The Board has identified areas for which it has direct responsibility for decision-making. Major investment and funding decisions are approved by the Board. Corporate matters which are specifically reserved for Board approval are: financial results announcements; annual reports and financial statements; convening of shareholders meetings; material acquisitions and disposal of assets; shares issuances, dividends and other returns to shareholders; and corporate or financial restructuring. All Directors are updated regularly on changes in the policies of the Group. Newly appointed Directors are briefed on the business activities of the Group, governance practices, core values, strategic direction and industry-specific training. The Directors also participate in discussions and seminars as necessary to keep themselves updated on the latest developments concerning the Group and to keep abreast of the latest relevant regulatory changes. Principle 2: Board Composition and Balance The Board comprises five Executive Directors and three Independent Directors as at the date of this report. Key information regarding the Directors can be found under the Board of Directors section of this Annual Report. The independence of each Director is reviewed annually by the Nominating Committee ( NC ). The NC is of the view that the Board, with Independent Directors comprising at least one-third of the Board, has an independent element ensuring objectivity in the exercise of judgement on corporate affairs independently from the management. The NC is also of the view that no individual or small group of individuals dominates the Board s decisionmaking process. Mr Kua Chee Meng and Mr Kua Eng Wah had indicated their intention to retire at the forthcoming AGM, which decision has been duly accepted by the NC and the Board. Mr Kua Chee Meng and Mr Kua Eng Wah shall accordingly cease as Executive Directors of the Company at the conclusion of the forthcoming AGM. The Board is of the view that it current size, consisting of eight Directors, is appropriate, taking into account the nature and scope of the operations of the Group. The Board considers that its composition of executive and non-executive Directors presents a balanced mix of knowledge, business network and extensive business and commercial experience. This balance is important in ensuring that the strategies proposed by management are fully discussed and examined, taking into account the long-term interests of the Group. Principle 3: Roles of Chairman and Chief Executive Officer The roles of the Chairman and Chief Executive Officer are separate and their responsibilities are clearly defined to ensure a balance of power and authority within the Group. The Chairman of the Board is Mr Goh Chee Wee. As Chairman of the Board, Mr Goh Chee Wee leads the Board to ensure its effectiveness on all aspects of its role, including ensuring effective communication with shareholders and facilitating the participation and contribution of Non-Executive Directors. The Chief Executive Officer ( CEO ) of the Company leads the management team and has full executive responsibilities for the business and operational decisions of the Group. Mr Lim Lian Soon was the CEO of the Company until 31 August 2012 when he relinquished his position as CEO upon expiry of his 3-year term service agreement with the Company.

23 SIN GHEE HUAT CORPORATION LTD. 21 Corporate Governance Statement The NC had recommended that Mr Kua Ghim Siong be appointed Interim CEO of the Company following the cessation of Mr Lim Lian Soon as CEO. The Board, having reviewed the recommendation of the NC and Mr Kua Ghim Siong s qualifications and experience, had approved the NC s recommendation. Accordingly Mr Kua Ghim Siong was appointed Interim CEO of the Company effective 1 September Principle 4: Board Membership The NC comprises Messrs Hoon Tai Meng, Tan Lye Heng Paul and Goh Chee Wee, all of whom are independent. Mr Hoon Tai Meng, an Independent Director, is the Chairman of the NC. Mr Hoon is not associated with any substantial shareholder of the Company, thus complying with the requirement in Guideline 4.1 of the Code. The responsibilities of the NC are: (i) (ii) (iii) to recommend to the Board on all board appointments, re-appointments and re-nominations. to ensure that independent directors meet SGX-ST s guidelines and criteria; and to assess the effectiveness of the Board as a whole and the effectiveness and contribution of each director to the Board. In identifying and evaluating nominees for appointment as Directors, the NC assesses the candidates based on their background, qualification, work experience and integrity. In the case of candidates for Independent Directors, the NC will also consider the independence of such candidates. The NC reports the results of such assessments and makes recommendations to the Board. The NC also reviews the Company s succession plans annually to ensure the progressive renewal of the Board and succession and leadership development plans for Senior Management. In accordance with Article 107 of the Company s Articles of Association, all Directors (except for the Chief Executive Officer of the Company, which is equivalent to the position of Managing Director) shall retire from office at least once every three years by rotation and all newly appointed directors will have to retire at the next AGM following their appointments. The retiring Directors are eligible to offer themselves for re-election. Mr Hoon Tai Meng and Mr Goh Chee Wee would be retiring by rotation under Article 107 at the forthcoming AGM and be eligible for re-election under Article 109. In accordance with Article 117 of the Company s Articles of Association, any person who had been appointed to be a Director either to fill casual vacancy or as an additional Director, shall hold office only until the next AGM and shall then be eligible for re-election. Mr Kua Peng Chuan would be retiring under Article 117 at the forthcoming AGM and be eligible for re-election. The NC has nominated the retiring directors, Messrs Goh Chee Wee, Hoon Tai Meng, and Kua Peng Chuan, for re-election at the forthcoming AGM. In considering the nomination, the NC took into account the contribution of the Directors with reference to their attendance and participation at Board meetings (and Board committee meetings where applicable) as well as proficiency with which they have discharged their responsibilities. A retiring director who is also a member of the NC abstains from nominating himself from re-election. Principle 5: Board Performance A formal assessment process is in place to assess the effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board. The evaluation of the Board is conducted annually and an individual assessment of each Director is also undertaken annually. The NC uses its best efforts to ensure that Directors appointed to the Board possess the relevant background, experience and knowledge to enable balanced and well-considered decisions to be made.

24 22 SIN GHEE HUAT CORPORATION LTD. Corporate Governance Statement The NC also determines annually whether or not a Director with multiple board representations has been adequately carrying out his duties as Director of the Company. While the Directors may have several directorships in other companies, the NC takes care to ensure and is satisfied that the appointees have contributed adequate time to meet the expectations of their role as Directors. Taking into account the results of the assessment of the effectiveness of the Board and of the individual Director and the respective Directors conduct on the Board, the NC is satisfied that all the Directors have adequately carried out their duties as Directors, notwithstanding their multiple Board representations. Principle 6: Access to Information In order to ensure that the Board is able to fulfill its responsibilities, the management is required to provide adequate and timely information to the Board on affairs and issues that require the Board s decision. The Board, in fulfilling its responsibilities, will, as a group or individually, when deemed fit, direct the Company to appoint professional advisers to render professional advice. The costs associated with such professional services will be borne by the Company. The Board has separate and independent access to the senior management of the Company and the Company Secretary at all times. The Company Secretary attends all Board meetings and is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. REMUNERATION MATTERS Principle 7: Procedures for Developing Remuneration Policies Principle 8: Level and Mix of Remuneration Principle 9: Disclosure on Remuneration The Remuneration Committee ( RC ) oversees executive remuneration and development in the Company with the goal of building a capable and committed management team. The RC comprises Messrs Goh Chee Wee, Hoon Tai Meng and Tan Lye Heng Paul, all of whom are Independent and Non- Executive Directors. Mr Goh Chee Wee is the Chairman of the RC. The RC recommends to the Board a framework of remuneration for the Directors and Chief Financial Officer, and determines specific remuneration packages for each Executive Director and Chief Financial Officer. The recommendations of the RC are submitted for endorsement by the Board. All aspects of remuneration, including but not limited to the Directors and Chief Financial Officer s salaries, allowances, bonuses, options and benefits-in-kind are covered by the RC. The RC will also review the remuneration of senior management and employees related to the Directors. The RC has access to expert professional advice on human resource matters whenever there is a need to consult externally. In its deliberations, the RC will take into consideration industry practices and norms in compensation in addition to the relative performance of the Group to the industry and the performance of the individuals. No individual will be involved in deciding his own remuneration. The Executive Directors have entered into service agreements/contracts of service with the Company. The service agreements/ contracts of service cover the terms of employment, specifically salary and other benefits. The remuneration of each of the Non-Executive Directors is determined by his contribution to the Company, taking into account factors such as effort and time committed to the Company as well as his responsibilities on the Board. The Board will recommend the remuneration of the Non-Executive Directors for approval at the AGM. The service agreements/contracts of service of the Executive Directors include terms for termination under appropriate notice not exceeding 6 months.

25 SIN GHEE HUAT CORPORATION LTD. 23 Corporate Governance Statement Remuneration of Directors Details of the remuneration of the Directors for the financial year ended 30 June 2012 are set out below: Name of Directors Fixed Component Variable Component Directors Fee Total $250,000 to $499,999 Lim Lian Soon (1) 90% 10% 100% Below $250,000 Kua Chee Meng 88% 12% 100% Kua Chee Seng 88% 12% 100% Kua Eng Wah 89% 11% 100% Kua Eng Watt (2) 90% 10% 100% Kua Chee Hong (2) 100% 100% Goh Chee Wee 100% 100% Kua Peng Chuan (3) 93% 7% 100% Hoon Tai Meng 100% 100% Tan Lye Heng Paul 100% 100% (1) The Company has provided Lim Lian Soon with a car. (2) Kua Eng Watt and Kua Chee Hong ceased to be Executive Directors of the Company on 25 October (3) Kua Peng Chuan was appointed an Executive Director of the Company on 25 October During the financial year, no share options were granted to any of the Directors. Remuneration of Executive Officers Details of remuneration of the key executives (who are not Directors) of the Company for the financial year ended 30 June 2012 are set out below: Name of Key Executives Designation Fixed Component Variable Component Total Below $250,000 Chia Hua Meng Chief Financial Officer 90% 10% 100% Kua Chee Kok (1) Senior Manager (Warehouse) 96% 4% 100% Kua Eng Bee (2) Senior Manager (Sales and Marketing) 96% 4% 100% Kua Ghim Siong (3) Senior Manager, Purchasing & Logistics/ China Operations (3) 93% 7% 100% (1) Kua Chee Kok is a sibling of Kua Chee Seng and Kua Chee Meng. (2) Kua Eng Bee is a sibling of Kua Eng Wah. (3) Kua Ghim Siong is the son of Kua Eng Wah; Kua Ghim Siong was appointed Interim Chief Executive Officer on 1 September Apart from the above, the Company did not have any employee whose remuneration exceeded $150,000 for the financial year ended 30 June 2012 and who was an immediate family member of the Directors or Substantial Shareholders.

26 24 SIN GHEE HUAT CORPORATION LTD. Corporate Governance Statement ACCOUNTABILITY AND AUDIT Principle 10: Accountability The Board believes that it should promote best practices in order to build an excellent business for the shareholders as it is accountable to shareholders for the performance of the Company. The Board is mindful of its obligations to provide timely and full disclosure of material information in compliance with statutory reporting requirements. Price sensitive information is first publicly released after the review by the Board, either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issued within legally prescribed periods. The Board is provided with management accounts of the Group on a quarterly basis. Principle 11: Audit Committee The Audit Committee ( AC ) comprises three Independent and Non-Executive Directors, Messrs Tan Lye Heng Paul, Hoon Tai Meng and Goh Chee Wee, all of whom have the appropriate accounting experience or related financial management expertise. Mr Tan Lye Heng Paul is the Chairman of the AC. The AC holds periodic meetings to perform the following functions: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) review with the external and internal auditors their audit plans, their evaluation of the system of internal controls, audit report, management letter and management s response; review the financial statements before submission to the Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with financial reporting standards as well as compliance with the statutory/regulatory requirements of the Singapore Exchange Securities Trading Limited, Companies Act of Singapore and such other regulation under the laws of Singapore; review the internal control and procedures and ensure co-ordination between the external auditors and the management, review the assistance given by the management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of the management where necessary); review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group s operating results or financial position and the management s response; consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual of the Singapore Exchange Securities Trading Limited; review any potential conflict of interests; review and approve any procedures for entering into hedging transactions; undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of the AC; and generally to undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual, and by such amendments made thereto from time to time. In addition, the AC has the power to conduct or authorise investigations into any matters within the AC Charter. It also has full access to and the co-operation of management and has full discretion to invite any director or executive officer to attend its meetings as well as seek reasonable resources to enable it to discharge its functions properly.

27 SIN GHEE HUAT CORPORATION LTD. 25 Corporate Governance Statement The AC will meet with the external auditors, in the absence of management, at least once a year. Where the external auditors also supply a substantial volume of non-audit services, the AC will conduct a review to satisfy that the nature and extent of such services have not prejudiced the independence and objectivity of the external auditors. The AC will constantly bear in mind the need to maintain a balance between the independence and objectivity of the external auditors and the work carried out by the external auditors based on value-for-money considerations. The external auditors have unrestricted access to the AC. During the year under review, the fee paid to the external auditors for audit services amounted to S$73,000. There was no non-audit fee paid to the external auditors of the Company for the financial year ended 30 June The AC has recommended to the Board the nomination of Messrs KPMG LLP, for re-appointment as external auditors of the Company at the forthcoming AGM. Both the AC and the Board have reviewed the appointment of different auditors for its subsidiaries and are satisfied that the appointment of different auditors would not compromise the standard and effectiveness of the audit of the Company. The AC is satisfied that the Company has complied with the Listing Rules 712 and 716. The Group has in place a whistle-blowing policy which provides an arena for staff to raise, in confidence, concerns about possible irregularities for investigations. Principle 12: Internal Controls Principle 13: Internal Audit The Board is responsible for the governance of risk. It ensures that Management maintains a sound system of risk management and internal controls to safeguard shareholders interests and the Company s assets. Although the Board acknowledges that it is responsible for the overall internal control framework, it also recognises that no cost effective internal control system will preclude all errors and irregularities. A system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. The Company has outsourced the internal audit function to an external professional firm to perform the review and test of controls of its processes. The internal auditors report directly to the Chairman of the AC. The AC reviews and approves the internal audit plans and reviews the scope and results of the internal audit performed by the internal auditors. Scheduled internal audits are carried out by the internal auditors based on the audit plan presented to and approved by the AC on a half yearly basis or as appropriate. The internal auditors report to the AC on areas for improvement and subsequently follow up to determine the extent of their recommendations that have been implemented. Based on the internal controls established and maintained by the Group, work performed by the internal and external auditors and discussions with them including Management s responses to the auditors recommendations for improvements to the Group s internal controls, the Board, with the concurrence of the AC, is satisfied that the Company has a robust and effective internal control system addressing financial, operational and compliance risks and risk management which is adequate to meet the needs of the Company in its current business environment. Risk Management The Management oversees the Group s risk management policies and processes and reports to the Board on areas of significant risk to the Group s operations. In addressing and managing the risks faced by our Group, the Management is also supported by the AC. The Company seeks to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The Company reviews all significant control policies and procedures and highlights all significant matters to the Board and the AC.

28 26 SIN GHEE HUAT CORPORATION LTD. Corporate Governance Statement SHAREHOLDERS RIGHTS AND RESPONSIBILITIES Principle 14: Shareholders Rights Principle 15: Communication with Shareholders Principle 16: Conduct of Shareholder Meetings The Board recognises the importance of regular and timely communication with the shareholders. The Company does not practise selective disclosure. In line with continuous obligations of the Company pursuant to the Listing Manual of the Singapore Exchange Securities Trading Limited and the Companies Act of Singapore, it is the Board s policy that all shareholders should be equally informed, on a timely basis, of all major developments that will or expect to have an impact on the Company. Shareholders are encouraged to attend the AGM to stay informed of the goals of the Company and strategies and to ensure a high level of accountability by the management. Notice of AGM is despatched to shareholders, together with explanatory notes or a circular on items of special business (if necessary), at least 14 days before the meeting. The Board welcomes questions from shareholders who have an opportunity to raise issues either informally or formally before or at the AGM. The Chairmen of the respective AC, NC and RC are normally available at the meeting to answer those questions relating to the work of the respective committees. The external auditors are also present to assist the Board with enquiries relating to the audit. DEALINGS IN SECURITIES The Company has issued a guideline on share dealings to all Directors and employees setting out the code of conduct on transactions in the Company s shares by these persons, the implications of insider trading and general guidance on the prohibition against such dealings. The Company issues a notification to all officers and employees of the Group informing them that they should not deal in the securities of the Company during the period commencing two weeks before the announcement of the Company s financial statements for each of the first three quarters of its financial year, or one month before the full financial year, as the case may be, and ending on the date of the announcement of the relevant results. To the best of our knowledge, no officer of the Company has dealt in the Company s securities on short-term considerations. DIVIDEND POLICY To provide clarity to shareholders, the Company states that it would distribute approximately 50% of its net profit after tax as dividends, subject to factors such as its cash balance, projected capital expenditure requirements, investment plans and financial performance. INTERESTED PERSONS TRANSACTIONS The Company has established procedures to ensure that all transactions with interested persons are reported to the AC and that they are transacted on an arm s length basis, on normal commercial terms and will not be prejudicial to the interests of its minority shareholders. During the financial year ended 30 June 2012, there were no material transactions entered into with interested persons which required disclosure pursuant to Rule 907 of the SGX-ST Listing Manual. MATERIAL CONTRACTS There were no material contracts of the Company involving the interests of the Directors or Substantial Shareholders during the financial year.

29 SIN GHEE HUAT CORPORATION LTD. 27 Directors Report DIRECTORS REPORT We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended 30 June Directors The directors in office at the date of this report are as follows: Goh Chee Wee (Independent Director and Chairman) Lim Lian Soon (Executive Director) Kua Chee Meng (Executive Director) Kua Chee Seng (Executive Director) Kua Eng Wah (Executive Director) Hoon Tai Meng (Independent Director) Tan Lye Heng Paul (Independent Director) Kua Peng Chuan (Executive Director) (Appointed on 25 October 2011) Directors interests According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and in related corporations are as follows: Holdings in the name of the director Holdings in which the director is deemed to have an interest At beginning of financial year/date of appointment At end of financial year At beginning of financial year/date of appointment At end of financial year The Company Ordinary shares Lim Lian Soon 43,000 43,000 Kua Chee Meng 92,333 92,333 92,333 92,333 Kua Chee Seng 115, , , ,238 Hoon Tai Meng 40,000 40,000 Tan Lye Heng Paul 40,000 40,000 Kua Peng Chuan 11,100,000 11,100,000 There were no changes in the above-mentioned interests between the end of the financial year and 21 July Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning of the year, or date of appointment if later, or at the end of the financial year.

30 28 SIN GHEE HUAT CORPORATION LTD. Directors Report Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Except for salaries, bonuses and fees and those benefits that are disclosed in notes 13, 16 and 17 to the financial statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest. Share options During the financial year, there were: (i) (ii) no options granted by the Company to any person to take up unissued shares in the Company; and no shares issued by virtue of any exercise of option to take up unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under option. Audit Committee The Audit Committee comprises three independent and non-executive directors. The members of the Audit Committee at the date of this report are: Tan Lye Heng Paul (Chairman) Hoon Tai Meng Goh Chee Wee The Audit Committee performs the functions specified in Section 201B of the Act, the SGX Listing Manual and the Code of Corporate Governance. The Audit Committee has held four meetings since the last directors report. In performing its functions, the Audit Committee met with the Company s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Company s internal accounting control system. The Audit Committee also reviewed the following: (1) assistance provided by the Company s officers to the internal and external auditors; (2) quarterly financial information and annual financial statements of the Company and its subsidiaries prior to their submission to the directors of the Company for adoption; and (3) interested person transactions (as defined in Chapter 9 of the SGX Listing Manual).

31 SIN GHEE HUAT CORPORATION LTD. 29 Directors Report 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 the discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees. The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company. The auditors, KPMG LLP, have expressed their willingness to accept re-appointment. On behalf of the Board of Directors Lim Lian Soon Director Kua Chee Meng Director 7 September 2012

32 30 SIN GHEE HUAT CORPORATION LTD. Statement by Directors In our opinion: (a) (b) the financial statements set out on pages 32 to 65 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2012, and the results, changes in equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. The Board of Directors has, on the date of this statement, authorised these financial statements for issue. On behalf of the Board of Directors Lim Lian Soon Director Kua Chee Meng Director 7 September 2012

33 SIN GHEE HUAT CORPORATION LTD. 31 Independent Auditors Report Members of the Company Sin Ghee Huat Corporation Ltd Report on the financial statements We have audited the accompanying financial statements of Sin Ghee Huat Corporation Ltd (the Company) and its subsidiaries (the Group), which comprise the statement of financial position of the Group and the Company as at 30 June 2012, the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flow of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 32 to 65. 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 statements of financial position 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 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. Opinion In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2012 and the results, changes in equity and cash flows of the Group for the 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. KPMG LLP Public Accountants and Certified Public Accountants Singapore 7 September 2012

34 32 SIN GHEE HUAT CORPORATION LTD. Statement of Financial Position As at 30 June 2012 Group Company Note $ 000 $ 000 $ 000 $ 000 Non-current assets Property, plant and equipment 3 8,742 8,770 8,424 8,568 Investment in subsidiaries 4 4,607 5,000 Deferred tax assets ,887 8,934 13,176 13,732 Current assets Inventories 6 31,666 30,880 28,191 29,887 Trade and other receivables 7 20,082 15,618 20,941 15,217 Cash and cash equivalents 8 32,569 36,356 31,018 32,923 84,317 82,854 80,150 78,027 Total assets 93,204 91,788 93,326 91,759 Equity attributable to equity holders of the Company Share capital 9 45,750 45,750 45,750 45,750 Reserves 1,889 1,810 1,860 1,860 Retained earnings 40,654 39,541 40,882 39,788 Total equity 88,293 87,101 88,492 87,398 Current liabilities Trade and other payables 10 3,816 3,747 3,739 3,421 Current tax liabilities 1, , Total liabilities 4,911 4,687 4,834 4,361 Total equity and liabilities 93,204 91,788 93,326 91,759 The accompanying notes form an integral part of these financial statements.

35 SIN GHEE HUAT CORPORATION LTD. 33 Consolidated Income Statement Year ended 30 June 2012 Note $ 000 $ 000 Revenue 11 61,253 52,700 Cost of sales (47,476) (39,403) Gross profit 13,777 13,297 Other operating income Distribution costs (4,454) (3,985) Administrative expenses (2,741) (3,036) Other operating expenses (122) (181) Profit before tax 13 6,634 6,305 Income tax expense 14 (1,081) (979) Profit for the year (attributable to equity holders of the Company) 5,553 5,326 Earnings per share 15 Basic (cents) Diluted (cents) The accompanying notes form an integral part of these financial statements.

36 34 SIN GHEE HUAT CORPORATION LTD. Consolidated Statement of Comprehensive Income Year ended 30 June $ 000 $ 000 Profit for the year 5,553 5,326 Other comprehensive income: Foreign currency translation differences arising from consolidation, net of tax 79 (50) Total comprehensive income for the year 5,632 5,276 Attributable to: Equity holders of the Company 5,632 5,276 Total comprehensive income for the year 5,632 5,276 The accompanying notes form an integral part of these financial statements.

37 SIN GHEE HUAT CORPORATION LTD. 35 Consolidated Statement of Changes in Equity Year ended 30 June 2012 Group Share capital Revaluation reserve Currency translation reserve Retained earnings Total attributable to equity holders of the Company $ 000 $ 000 $ 000 $ 000 $ 000 At 1 July ,750 1,860 38,655 86,265 Profit for the year 5,326 5,326 Other comprehensive income Foreign currency translation difference (50) (50) Total comprehensive income for the year (50) 5,326 5,276 Transactions with owners of the Company, recognised directly in equity Dividends paid to owners of the Company (4,440) (4,440) Total transactions with owners of the Company (4,440) (4,440) At 30 June ,750 1,860 (50) 39,541 87,101 Profit for the year 5,553 5,553 Other comprehensive income Foreign currency translation difference Total comprehensive income for the year 79 5,553 5,632 Transactions with owners of the Company, recognised directly in equity Dividends paid to owners of the Company (4,440) (4,440) Total transactions with owners of the Company (4,440) (4,440) At 30 June ,750 1, ,654 88,293 The accompanying notes form an integral part of these financial statements.

38 36 SIN GHEE HUAT CORPORATION LTD. Consolidated Statement of Cash Flow Year ended 30 June $ 000 $ 000 Operating activities Profit for the year 5,553 5,326 Adjustments for: Depreciation of property, plant and equipment Loss/(gain) on disposal of property, plant and equipment 3 (53) Interest income (147) (142) Income tax expense 1, Operating cash flows before working capital changes 7,327 6,792 Trade and other receivables (4,464) (2,372) Trade and other payables Inventories (786) (2,558) Cash generated from operations 2,146 2,721 Interest received Income tax paid (907) (591) Net cash generated from operating activities 1,386 2,272 Cash flows from investing activities Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (828) (1,362) Net cash used in investing activities (812) (1,231) Cash flows from financing activities Dividends paid (4,440) (4,440) Net cash used in financing activities (4,440) (4,440) Net decrease in cash and cash equivalents (3,866) (3,399) Cash and cash equivalents at beginning of year 36,356 39,805 Effect of exchange rates fluctuations 79 (50) Cash and cash equivalents at end of year 32,569 36,356 Cash and cash equivalents comprise: Cash and bank balances 20,569 26,356 Short-term bank deposits 12,000 10,000 32,569 36,356 The accompanying notes form an integral part of these financial statements.

39 SIN GHEE HUAT CORPORATION LTD. 37 Notes to the Financial Statements Year ended 30 June 2012 These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 7 September DOMICILE AND ACTIVITIES Sin Ghee Huat Corporation Ltd (the Company ) is incorporated in the Republic of Singapore and has its registered office at 32 Penhas Road #01-01, Singapore The principal activities of the Company relate to stockholding and sale of stainless steel products and investment holding. The principal activities of the subsidiaries are disclosed in note 4 to the financial statements. The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the Group ). 2 BASIS OF PREPARATION 2.1 Basis of preparation The financial statements are prepared in accordance with Singapore Financial Reporting Standards (FRS). The financial statements are presented in Singapore dollars which is the Company s functional currency. All financial information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated. The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The preparation of financial statements in conformity with FRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: Note 4 recoverability of investment in subsidiaries Note 6 net realisable value of inventories Note 7 recoverability of trade receivables The accounting policies set out below have been applied consistently by the Group to all periods presented in these financial statements, except as disclosed in note 2.2, which addresses changes in accounting policies. 2.2 Changes in accounting policies Identification of related party relationships and related party disclosures From 1 July 2011, the Group has applied the revised FRS 24 Related Party Disclosures (2010) to identify parties that are related to the Group and to determine the disclosures to be made on transactions and outstanding balances, including commitments, between the Group and its related parties. FRS 24 (2010) improved the definition of a related party in order to eliminate inconsistencies and ensure symmetrical identification of relationships between two parties.

40 38 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.2 Changes in accounting policies (Continued) Identification of related party relationships and related party disclosures (Continued) The adoption of FRS 24 (2010) did not result in additional parties being identified as related to the Group. Transactions and outstanding balances with related parties for the current and comparative years have been disclosed accordingly in notes 7, 10 and 17 to the financial statements. The adoption of FRS 24 (2010) affects only the disclosures made in the financial statements. There is no financial effect on the results and financial position of the Group for the current and previous financial years. Accordingly, the adoption of FRS 24 (2010) has no impact on earnings per share. 2.3 Consolidation Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Subsidiaries Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. Transactions eliminated on consolidation Intragroup balances and transactions and any unrealised income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements. Accounting for subsidiaries by the Company Investments in subsidiaries are stated in the Company s statement of financial position at cost less accumulated impairment losses.

41 SIN GHEE HUAT CORPORATION LTD. 39 Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.4 Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rate at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of monetary items that in substance form part of the Group s net investment in a foreign operation. Foreign operations The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to Singapore dollars at exchange rates prevailing at the dates of the transactions. Goodwill and fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign operation and translated at the closing rate. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation. These are recognised in other comprehensive income, and are presented in the translation reserve in equity. 2.5 Financial instruments (i) Non-derivative financial assets The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group has the following non-derivative financial assets: cash and cash equivalents and loans and receivables.

42 40 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.5 Financial instruments (Continued) (i) Non-derivative financial assets (Continued) Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables. Cash and cash equivalents Cash and cash equivalents comprise cash balances and bank deposits. (ii) Non-derivative financial liabilities Financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group has the following non-derivative financial liabilities: trade and other payables. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. (iii) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

43 SIN GHEE HUAT CORPORATION LTD. 41 Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.6 Property, plant and equipment Measurement Property, plant and equipment are initially recognised at cost. Freehold premises are subsequently carried at the revalued amount less accumulated depreciation and any accumulated impairment losses. All other items of property, plant and equipment are subsequently carried at cost less accumulated depreciation and any accumulated impairment losses. Freehold premises are revalued at least every 5 years to ensure that their carrying amounts do not differ materially from their fair values as at the end of the reporting period. When an asset is revalued, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset. Increases in carrying amounts arising from revaluation including currency translation differences are recognised in the asset revaluation reserve, unless they offset previous decreases in the carrying amounts of the same asset, in which case, they are recognised in profit or loss. Decreases in carrying amounts that offset previous increases of the same asset are recognised against the asset revaluation reserve. All other decreases in carrying amounts are recognised in the profit or loss. Components of cost The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The projected cost of dismantlement, removal or restoration is recognised as part of the cost of property, plant and equipment if such obligation is incurred either when the item is acquired or as a consequence of using the asset during a particular year for purposes other than to produce inventories during that year. Depreciation The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at the end of each reporting period. The effects of any revision are recognised in profit or loss when the changes arise. Fully depreciated plant and equipment which are still in use are retained in the financial statements. Depreciation on property, plant and equipment is calculated using the straight-line method to allocate those depreciable amounts over their estimated useful lives as follows: Freehold premises Leasehold properties Furniture, fixture and fittings Motor vehicles Plant and machinery Office equipment 40 years 18 to 23 years 5 and 10 years 5 years 5 years 2 to 10 years

44 42 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.6 Property, plant and equipment (Continued) Subsequent expenditure The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The cost of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Disposal The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and is recognised net within other income/other expense in profit or loss. When revalued assets are sold, any related amount included in the revaluation reserve is transferred to retained earnings. 2.7 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses. 2.8 Financial guarantee Financial guarantee contracts are accounted for as insurance contracts. A provision is recognised based on the Group s estimate of the ultimate cost of settling all claims incurred but unpaid at each reporting date. The provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount recognised and the amount that would be required to settle the guarantee contract. 2.9 Impairment (i) Financial assets (including receivables) A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy and the disappearance of an active market for a security. The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

45 SIN GHEE HUAT CORPORATION LTD. 43 Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.9 Impairment (Continued) (i) Financial assets (including receivables) (Continued) In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired assets continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. (ii) Non-financial assets The carrying amounts of the Group s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or CGU ). An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of assets recognised in prior periods is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognised.

46 44 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.10 Employee s benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss as incurred. Employee leave entitlement Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for leave as a result of services rendered by employees up to the end of the reporting period. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably Provision A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and where appropriate, the risk specific to the liability Revenue recognition Sale of goods Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, goods and services taxes or other sales taxes, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. Interest income Interest income from bank deposits is accrued on a time-apportioned basis using the effective interest method.

47 SIN GHEE HUAT CORPORATION LTD. 45 Notes to the Financial Statements Year ended 30 June BASIS OF PREPARATION (Continued) 2.13 Government grants Government grants are recognised in profit or loss as other income on a systematic basis in the same period in which the expenses are recognised Operating lease Lease of office equipment and warehouse where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. When an operating lease is terminated before the lease period has expired, any payments required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place Income tax expense Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group s other components. All operating segments operating results are reviewed regularly by the Group s Chief Executive Officer to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the Group s Chief Executive Officer include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company s headquarters), head office expenses, and tax assets and liabilities.

48 46 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June PROPERTY, PLANT AND EQUIPMENT Freehold premises Leasehold properties Furniture, fixtures and fittings Office equipment Motor vehicles Plant and machinery Total $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 Group Cost As at 1 July ,700 4,474 1, ,274 Reclassifications 1,151 (1,151) Additions ,362 Disposals (7) (4) (246) (75) (332) As at 30 June ,700 5, ,304 Additions Disposals (23) (127) (63) (50) (263) As at 30 June ,700 5,635 1, , ,869 Accumulated depreciation As at 1 July , ,106 Additions Disposals (7) (2) (170) (75) (254) As at 30 June , ,534 Additions Disposals (23) (117) (64) (40) (244) As at 30 June , ,127 Carrying amount As at 1 July ,700 2, ,168 As at 30 June ,581 3, ,770 As at 30 June ,462 2, ,742

49 SIN GHEE HUAT CORPORATION LTD. 47 Notes to the Financial Statements Year ended 30 June PROPERTY, PLANT AND EQUIPMENT (Continued) Freehold premises Leasehold properties Furniture, fixtures and fittings Office equipment Motor vehicles Plant and machinery Total $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 Company Cost As at 1 July ,700 4,474 1, ,274 Reclassifications 1,151 (1,151) Additions ,100 Disposals (7) (4) (246) (75) (332) As at 30 June ,700 5, ,042 Additions Disposals (23) (128) (62) (50) (263) As at 30 June ,700 5, ,392 Accumulated depreciation As at 1 July , ,106 Additions Disposals (7) (2) (170) (75) (254) As at 30 June , ,474 Additions Disposals (23) (119) (62) (40) (244) As at 30 June , ,968 Carrying amount As at 1 July ,700 2, ,168 As at 30 June ,581 3, ,568 As at 30 June ,462 2, ,424

50 48 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June PROPERTY, PLANT AND EQUIPMENT (Continued) The Company s leasehold properties are located at 62 Tuas Basin Link and 32 Gul Crescent, Singapore. The Company s freehold premises at 32 Penhas Road, Singapore were last revalued by an independent professional valuer on 30 June 2011 based on the property s open market value using the Comparative Method of Valuation at 30 June If this asset had been carried at cost less accumulated depreciation, the carrying amount as at the end of the financial year would have been as follows: Group and Company $ 000 $ 000 Freehold premises 3,301 3,398 4 INVESTMENT IN SUBSIDIARIES Company $ 000 $ 000 Equity investments at cost 5,000 5,000 Allowance for impairment loss (393) 4,607 5,000 Details of the subsidiaries are as follows: Name of subsidiary Principal activities Country of incorporation and place of business Effective equity held by the Group Held by the Company SG Metals Pte. Ltd (1) Stockholding and sales of stainless steel products Singapore 100% 100% Held by a Subsidiary SG Metals (Suzhou) Ltd (2) Stockholding and sales of stainless steel products People s Republic of China 100% 100% (1) Audited by KPMG LLP Singapore (2) Audited by Suzhou Tianping C.P.A. Co. Ltd., Certified Public Accountants, PRC.

51 SIN GHEE HUAT CORPORATION LTD. 49 Notes to the Financial Statements Year ended 30 June INVESTMENT IN SUBSIDIARIES (Continued) Impairment of investment in subsidiaries Significant judgement is required in determining the impairment of these subsidiaries at each reporting date and this requires the management to make estimates and assumptions that affect the financial statements. Management is required to exercise judgement in determining whether there is objective evidence that an impairment loss has occurred. Management has performed an impairment review to assess the recoverable amount of the subsidiaries. An impairment loss of $393,000 (2011: Nil) was recognised for the year ended 30 June 2012 to write down the carrying amount of the subsidiaries to their recoverable amounts. The estimates of the recoverable amount of the investments have been determined by management based on the net assets value of the subsidiaries as at 30 June 2012, which approximates the recoverable amount of the investment in the subsidiaries. 5 DEFERRED TAX Movements in deferred tax assets and liabilities (prior to offsetting of balances) during the year are as follows: At 1 July 2010 Recognised in income statement (Note 14) At 30 June 2011 Recognised in income statement (Note 14) At 30 June 2012 Group and Company $ 000 $ 000 $ 000 $ 000 $ 000 Deferred tax liabilities Property, plant and equipment (52) (24) (76) 16 (60) Deferred tax assets Inventories 327 (124) 203 (27) 176 Provisions (8) (111) 164 (19) 145 Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxation authority. The amounts determined after appropriate offsetting are included in the balance sheet as follows: Group and Company $ 000 $ 000 Deferred tax assets Deferred tax liabilities (60) (76) Net deferred tax assets

52 50 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June INVENTORIES Group Company $ 000 $ 000 $ 000 $ 000 Inventories 30,845 28,551 27,406 27,558 Goods-in-transit 821 2, ,329 31,666 30,880 28,191 29,887 In 2012, the write-down of inventories to net realisable value amounted to $71,000 (2011: $444,000) for the Group and the Company. The reversal of write-downs by the Group and the Company during the year amounted to $231,000 (2011: $1,172,000), mainly due to inventories being sold above the carrying amounts during the year and or having a higher net realisable value. 7 TRADE AND OTHER RECEIVABLES Group Company $ 000 $ 000 $ 000 $ 000 Trade receivables 17,914 15,106 17,668 14,839 Impairment losses (37) (51) (37) (51) Net receivables 17,877 15,055 17,631 14,788 Amounts due from subsidiaries Trade non-trade 284 Sundry deposits Other receivables Loans and receivables 18,013 15,304 18,878 15,090 Prepayments 2, , ,082 15,618 20,941 15,217 Amounts due from subsidiaries Outstanding balances with subsidiaries are unsecured, interest free and repayable on demand. There is no allowance for doubtful debts arising from the outstanding balances.

53 SIN GHEE HUAT CORPORATION LTD. 51 Notes to the Financial Statements Year ended 30 June TRADE AND OTHER RECEIVABLES (Continued) Exposure to credit risk The Group s primary exposure to credit risk arises through its trade receivables. The Group s historical experience in the collection of accounts receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond the amounts provided for collection losses is inherent in the Group s trade receivables. The ageing of trade and other receivables at the reporting date is: Gross Impairment losses Gross Impairment losses $ 000 $ 000 $ 000 $ 000 Group Not past due 11,650 10,485 Past due 0-30 days 2,363 3,221 Past due days 3,618 1,404 Past due days 419 (37) 240 (46) More than one year 5 (5) 18,050 (37) 15,355 (51) Company Not past due 11,626 10,180 Past due 0-30 days 2,337 3,193 Past due days 4,259 1,523 Past due days 693 (37) 240 (46) More than one year 5 (5) 18,915 (37) 15,141 (51) The receivables that are impaired are not secured by any collateral. The change in impairment loss in respect of trade receivables during the year is as follows: Group and Company $ 000 $ 000 Balance at 1 July Impairment loss recognised Utilised (94) (27) Written off during the year (7) Balance at 30 June 37 51

54 52 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June CASH AND CASH EQUIVALENTS Group Company $ 000 $ 000 $ 000 $ 000 Cash and bank balances 20,569 26,356 19,018 22,923 Short-term bank deposits 12,000 10,000 12,000 10,000 32,569 36,356 31,018 32,923 The effective interest rates of short-term bank deposits and cash at bank accounts as at 30 June 2012 ranged from 0.1 % to 0.9 % (2011: from 0.1% to 0.8%) per annum. 9 SHARE CAPITAL Group and Company Number of Number of shares Amount shares Amount 000 $ $ 000 Issued and fully paid ordinary shares 222,000 45, ,000 45,750 The holders of ordinary shares are entitled to receive dividends as declared by the Company from time to time and are entitled to one vote per share at general meetings of the Company. All shares rank equally with regard to the Company s residual assets. 10 TRADE AND OTHER PAYABLES Group Company $ 000 $ 000 $ 000 $ 000 Trade payables 2,797 2,790 2,761 2,480 Accrued expenses Other payables Amount due to subsidiaries (non-trade) 15 3,816 3,747 3,739 3,421 Outstanding balances with subsidiaries are unsecured, interest free and repayable on demand.

55 SIN GHEE HUAT CORPORATION LTD. 53 Notes to the Financial Statements Year ended 30 June REVENUE Revenue represents the invoiced value of goods sold less returns. 12 OTHER OPERATING INCOME Group $ 000 $ 000 Interest income on bank deposits and balances Gain on disposal of property, plant and equipment 53 Reversal of allowance for doubtful debts trade 14 Sundry income Grants related to Jobs Credit Scheme are included in sundry income. 13 PROFIT BEFORE TAX This is determined after crediting/(charging) the following: Group $ 000 $ 000 Bad debts written-off (7) Depreciation of property, plant and equipment (837) (682) (Loss)/Gain on disposal of property, plant and equipment (3) 53 Foreign exchange loss (29) (160) Interest income on bank and short-term bank deposits Directors fees (148) (161) Staff costs (4,374) (4,381) Operating lease expenses in respect of leasehold premises (346) (322) Operating lease expenses in respect of office equipment (39) (41) Reversal/(Allowance) for doubtful debts trade 14 (19)

56 54 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June INCOME TAX EXPENSE Group $ 000 $ 000 Current tax expense Current year 1, Over provision in prior years (33) (72) 1, Deferred tax expense Movements in temporary differences Income tax expense 1, Reconciliation of effective tax rate Profit before tax 6,634 6,305 Income tax using Singapore tax rate of 17% (2011: 17%) 1,128 1,072 Effect on different tax rates in foreign jurisdictions (19) (19) Non deductible expenses Non taxable income (36) (33) Tax exempt income (26) (26) Tax incentives (88) (43) Deferred tax not recognised Over-provision in prior years (33) (72) Others (19) (38) 1,

57 SIN GHEE HUAT CORPORATION LTD. 55 Notes to the Financial Statements Year ended 30 June EARNINGS PER SHARE Basic and diluted earnings per share are calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Group Net profit attributable to equity holders of the Company ($ 000) 5,553 5,326 Weighted average number of ordinary shares in issue ( 000) 222, ,000 Basic and diluted earnings per share (cents) EMPLOYEE COMPENSATION Group $ 000 $ 000 Salaries, bonuses and other costs 3,955 4,012 Central Provident Fund and other defined contributions ,374 4, RELATED PARTIES TRANSACTIONS In addition to the information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year: Group $ 000 $ 000 Key management personnel compensation: Salaries, bonuses and other short-term employee benefits 1,452 1,621 Central provident fund and other defined contributions ,519 1,681 Comprising: Directors of the Company 921 1,011 Other key management personnel ,519 1,681

58 56 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June RELATED PARTIES TRANSACTIONS (Continued) Key management personnel of the Group are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Board of Directors (excluding independent and non-executive directors) and the senior management team of the Group are considered as key management personnel of the Group. Other related party transactions Other than disclosed elsewhere in the financial statements, the transactions with related parties at terms agreed between the parties are as follows: Group and Company $ 000 $ 000 Immediate family members of the directors or substantial shareholders: Salaries, bonuses and other short-term employee benefits Central provident fund and other defined contributions Company $ 000 $ 000 Sales to subsidiaries (972) (274) Purchases from subsidiaries 1, OPERATING LEASE The Group s and the Company s non-cancellable operating lease rentals are payable as follows: Group Company $ 000 $ 000 $ 000 $ 000 Payables: Within one year After one year but not more than five years After five years ,102 2,325 1,930 2,020 These lease commitments relate to warehouse premises and office equipment. The terms of the operating lease commitments range from 1 year to 9 years.

59 SIN GHEE HUAT CORPORATION LTD. 57 Notes to the Financial Statements Year ended 30 June DIVIDENDS Group and Company $ 000 $ 000 Final dividend (one-tier tax exempt) paid in respect of prior years 4,440 4,440 During the year ended 30 June 2012, the Group declared and paid a Final one-tier tax exempt dividend of 1.2 cent per ordinary share and a Special one-tier tax exempt dividend of 0.8 cent per ordinary share in respect of the year ended 30 June Subsequent to the year ended 30 June 2012, the directors proposed a final one-tier tax exempt dividend of 2 cents per ordinary share in respect of the year ended 30 June 2012, amounting to $4,440,000 to be paid to the shareholders of the Company on 14 November 2012, subject to shareholders approval at the forthcoming Annual General Meeting of the Company. These dividends have not been provided for in the financial statements. 20 FINANCIAL INSTRUMENTS Overview The Group has exposure to the following risks from its use of financial instruments: foreign currency risk interest rate risk credit risk liquidity risk The Group has adopted risk management policies that seek to mitigate these risks in a cost- effective manner. Foreign currency risk Foreign currency risk arises from a change in foreign currency exchange rate, which is expected to have an adverse effect on the Group in the current and future reporting period. The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the functional currency of the Group s entities, primarily the Singapore dollar ( SGD ). The currencies in which these transactions primarily are denominated are SGD, United States dollar ( USD ), Euro ( EUR ) and Renminbi ( RMB ).

60 58 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June FINANCIAL INSTRUMENTS (Continued) Overview (Continued) Foreign currency risk (Continued) The risk management policy of the Group is to consider hedging for foreign exchange transactions based on the total foreign exchange exposure at the end of each month. The Group also holds cash and cash equivalents denominated in USD for working capital purposes. The Group s assets and liabilities denominated in a currency other than the functional currencies of the Group s entities are as follows: Group Company USD EUR USD RMB EUR $ 000 $ 000 $ 000 $ 000 $ Assets Cash and cash equivalents 2, ,364 6 Trade and other receivables 3,560 3,817 5, ,181 6 Liabilities Trade and other payables (1,413) (694) (1,413) (16) (694) Net currency exposure 4,151 (688) 3,768 (16) (688) Group Company USD EUR USD RMB EUR $ 000 $ 000 $ 000 $ 000 $ Assets Cash and cash equivalents Trade and other receivables 1,020 1,284 1, ,553 2 Liabilities Trade payables (1,363) (261) (1,363) (15) (261) Net currency exposure 331 (259) 190 (15) (259)

61 SIN GHEE HUAT CORPORATION LTD. 59 Notes to the Financial Statements Year ended 30 June FINANCIAL INSTRUMENTS (Continued) Overview (Continued) Foreign currency risk (Continued) Sensitivity analysis A 10% (2011: 10%) strengthening of the Singapore dollar, as indicated below, against the USD, EUR and RMB at 30 June would have increased/(decreased) equity and profit by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group and the Company considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis for 2011, albeit that the reasonably possible foreign exchange rate variances were different, as indicated below: Group Company Profit/(Loss) Equity Profit/(Loss) Equity $ 000 $ 000 $ 000 $ June 2012 USD (415) (377) EUR RMB 2 30 June 2011 USD (33) (19) EUR RMB 1 A weakening of the Singapore dollar against the above currencies at 30 June would have had the equal but opposite effect to the above currencies to the amounts shown above, on the basis that all other variables remain constant. Interest rate risk Interest rate risk is the risk that changes in market interest rates will have an adverse financial effect on the Group s financial conditions and/or results. The Group s exposure to changes in market interest rates relates primarily to its placement in fixed deposits. The risk management policy of the Group is to obtain quotations of interest rates for comparison and to select the most favourable interest rates based on the terms and conditions available.

62 60 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June FINANCIAL INSTRUMENTS (Continued) Overview (Continued) Interest rate risk (Continued) As at 30 June 2012, the exposure of the Group and the Company to interest rate risk is as follows: Group Company $ 000 $ 000 $ 000 $ 000 Variable rates less than 12 months Assets Cash and cash equivalents 17,956 23,974 16,863 20,618 Fixed rates less than 12 months Assets Cash and cash equivalents 12,000 10,000 12,000 10,000 Total 29,956 33,974 28,863 30,618 As at 30 June 2012, ceteris paribus, an increase/(decrease) in interest rate of 10 basis points on bank and cash balances would have resulted in an increase/(decrease) in equity and profit or loss by $29,956 (2011: $33,974) per annum for the Group, and $28,863 (2011: $30,618) per annum for the Company. Credit risk Credit risk is the risk that companies and other parties will be unable to meet their obligations to the Group resulting in financial loss to the Group. The Group s exposure to credit risk arises mainly from trade receivables, primarily from Singapore. The objective of the Group is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group manages such risks by dealing with a diversity of creditworthy customers to mitigate any significant concentration of credit risk. Its credit policy includes the evaluation of the credit-worthiness of existing and new customers and the monitoring of credit excesses and overdue accounts. As at 30 June 2012, the maximum exposure to credit risk in the event that counterparties fail to perform their obligations in relation to each class of financial assets is the carrying amount of these assets in the statements of financial position. There is no other class of financial assets that is past due and/or impaired except for trade receivables.

63 SIN GHEE HUAT CORPORATION LTD. 61 Notes to the Financial Statements Year ended 30 June FINANCIAL INSTRUMENTS (Continued) Overview (Continued) Credit risk (Continued) The maximum exposure to credit risk for trade receivables at the reporting date by types of customers are as follows: Group Company $ 000 $ 000 $ 000 $ 000 Marine and shipbuilding 2,208 2,408 2,208 2,408 Oil, gas and petrochemical 2,100 2,225 2,036 2,225 Building and construction 1, , Machining and processing 6,394 4,040 6,251 4,040 Trading and others 5,618 5,541 5,579 5,274 17,877 15,055 17,631 14,788 The Group s most significant customer, a machining and processing customer, accounts for $2,570,000 (2011: $1,000) of the trade receivables carrying amount at 30 June The trade receivables of the Group and the Company that are past due and impaired amounting to $37,000 (2011: $51,000) had been provided for. The trade receivables of the Group and the Company that are neither past due nor impaired relate substantially to credit-worthy customers amounting to $11,650,000 and $11,626,000 (2011: $10,236,000 and $10,142,000) respectively. For financial assets such as cash and cash equivalents, the Group minimises credit risk by dealing exclusively with reputable financial institutions. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group maintains sufficient cash and cash equivalents to fulfil the Group s financial obligations as and when it falls due. As part of its liquidity risk management, the Group aims to maintain sufficient cash for working capital purposes.

64 62 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June FINANCIAL INSTRUMENTS (Continued) Overview (Continued) Liquidity risk (Continued) The Group has sufficient cash and cash equivalents and adequate credit facilities to ensure necessary liquidity. As at 30 June 2012, the financial liabilities maturing within 12 months are as follows: Group Company $ 000 $ 000 $ 000 $ 000 Trade payables 2,797 2,790 2,761 2,480 Other payables 1, As at 30 June 2012, there are no financial liabilities maturing after 12 months. Estimation of fair value The carrying amounts of financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values because of the short period to maturity. Capital management The Board s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of share capital and retained earnings of the Group. The Board of Directors monitors the return of capital as well as the level of dividends to ordinary shareholders. The Company is not subject to externally imposed capital requirements. There were no changes in the Company s approach to capital management during the year. 21 SEGMENT INFORMATION Segment information is presented based on the information reviewed by the Group s Chief Executive Officer (the chief operating decision maker) for performance assessment and resource allocation. The Group s Chief Executive Officer assesses the Group s financial performance using performance indicators which include revenue, capital expenditure and cash flow of the Group. The Group has essentially one business or operating segment, which is the trading and sales of stainless steel products where the risks and returns of the products are substantially similar. These products comprise mainly bars, plates, pipes, flanges, tubes and fittings which are stainless steel materials of varying grades and specifications for use in the respective industries to which the Group sells its products.

65 SIN GHEE HUAT CORPORATION LTD. 63 Notes to the Financial Statements Year ended 30 June SEGMENT INFORMATION (Continued) Marine and Oil, gas and Building and Machining and Trading and shipbuilding petrochemical construction processing others Total Group $ 000 $ 000 $ 000 $ 000 $ 000 $ Revenue 7,720 7,449 3,929 15,175 26,980 61,253 Segment results 1,692 1, ,164 6,721 13,777 Unallocated costs (7,317) Other operating income 174 Profit before income tax 6,634 6,460 Income tax expense (1,081) Net profit for the year 5,553 Assets Trade receivables 2,208 2,100 1,557 6,394 5,618 17,877 Others unallocated 75,327 93,204 Liabilities unallocated 4,911 Capital expenditure unallocated 828 Depreciation of property, plant and equipment 837

66 64 SIN GHEE HUAT CORPORATION LTD. Notes to the Financial Statements Year ended 30 June SEGMENT INFORMATION (Continued) Marine and shipbuilding Oil, gas and petrochemical Building and construction Machining and processing Trading and others Total Group $ 000 $ 000 $ 000 $ 000 $ 000 $ Revenue 8,041 5,621 3,056 12,081 23,901 52,700 Segment results 1,968 1, ,112 6,165 13,297 Unallocated costs (7,202) 6,095 Other operating income 210 Profit before income tax 6,305 Income tax expense (979) Net profit for the year 5,326 Assets Trade receivables 2,408 2, ,040 5,541 15,055 Others unallocated 76,733 91,788 Liabilities unallocated 4,687 Capital expenditure unallocated 1,362 Depreciation of property, plant and equipment 682

67 SIN GHEE HUAT CORPORATION LTD. 65 Notes to the Financial Statements Year ended 30 June SEGMENT INFORMATION (Continued) Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on sales to the respective geographical markets, while segment assets and capital expenditure are based on the geographical location of the assets. Revenue by geographical markets: $ 000 $ 000 Singapore 38,327 37,748 ASEAN 18,725 12,769 Others* 4,201 2,183 61,253 52,700 Assets and capital expenditure by geographical locations: Carrying amounts of segment assets Capital expenditure Group $ 000 $ 000 $ 000 $ 000 Singapore 85,309 87, ,108 ASEAN 7,054 3,671 Others* ,204 91, ,362 * Others mainly include China, Australia, South America and Middle East. 22 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2011, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Group.

68 66 SIN GHEE HUAT CORPORATION LTD. Statistics of Shareholdings As at 10 September 2012 SHARE CAPITAL Issued and Paid-Up Capital : $45,749, Total Number of Shares : 222,000,000 Class of shares : Ordinary shares Voting Rights : One vote per ordinary share DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS AS AT 10 SEPTEMBER 2012 SIZE OF SHAREHOLDINGS NO. OF SHAREHOLDERS % NO. OF SHARES % ,000 10, ,011, ,001 1,000, ,984, ,000,001 and above ,004, Total 1, ,000, TWENTY LARGEST SHAREHOLDERS AS AT 10 SEPTEMBER 2012 NAME OF SHAREHOLDER NO. OF SHARES % OF SHARES 1 2GS INVESTMENT PTE LTD 56,700, KUA GEOK LAY HOLDING PTE LTD 52,635, KUA CHEE HONG 14,250, KUA PENG CHUAN 11,100, KUA PENG KOON 10,240, KUA CHEE KENG 4,652, LER BEE CHIN 3,150, NG CHIT TONG PETER 2,995, CITIBANK NOMS S PORE PTE LTD 2,562, KUA CHOO SUAN 2,426, KUA CHOO GEOK 2,394, MAYBANK KIM ENG SECS PTE LTD 2,163, DB NOMINEES (S) PTE LTD 1,250, UNITED OVERSEAS BANK NOMINEES 1,201, RAFFLES NOMINEES (PTE) LTD 1,171, NG SOH LIAN 1,085, NG SOH HOON 1,030, SHAH VIREN PRAFULCHANDRA 1,000, LAI WENG KAY 995, PHILLIP SECURITIES PTE LTD 893, Total: 173,892,

69 SIN GHEE HUAT CORPORATION LTD. 67 Statistics of Shareholdings As at 10 September 2012 PUBLIC SHAREHOLDINGS Based on the information available to the Company as at 10 September 2012, approximately 27.3% of the issued ordinary shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited has been complied with. SUBSTANTIAL SHAREHOLDERS AS AT 10 SEPTEMBER 2012 (As recorded in the Register of Substantial Shareholders) Direct Interest % Deemed Interest % 2GS Investment Pte. Ltd. 56,700, Kua Geok Lay Holding Pte. Ltd. 52,635, Kua Chee Hong (Note 1) 14,250, ,150, Ler Bee Chin (Note 1) 3,150, ,250, Kua Eng Watt (Note 2) 560, ,700, Kua Eng Bee (Note 2) 56,700, Kua Peng Chuan 11,100, Notes: 1. Kua Chee Hong and his wife, Ler Bee Chin are deemed interested in the shares held by each other. 2. Kua Eng Watt and Kua Eng Bee, who each owns 33.33% of the shareholding interest in 2GS Investment Pte. Ltd., are interested in the 56,700,000 shares in the Company held by 2GS Investment Pte. Ltd.

70 68 SIN GHEE HUAT CORPORATION LTD. Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sin Ghee Huat Corporation Ltd. (the Company ) will be held at 32 Penhas Road, #01-01, Singapore on Wednesday, 24 October 2012 at a.m. for the following purposes: AS ORDINARY BUSINESS 1. To receive and adopt the Audited Financial Statements of the Company for the financial year ended 30 June 2012 and the reports of the Directors and the Auditors thereon. 2. To approve the Directors fees of $142,000 (2012: $148,000) payable quarterly in arrear for the financial year ending 30 June Resolution 1 Resolution 2 3. To re-elect the following Directors retiring in accordance with the Company s Articles of Association: (a) Mr Goh Chee Wee (retiring under Article 107) Resolution 3 (b) Mr Hoon Tai Meng (retiring under Article 107) Resolution 4 (c) Mr Kua Peng Chuan (retiring under Article 117) Resolution 5 Both Mr Goh Chee Wee and Mr Hoon Tai Meng will, upon re-election as Directors of the Company, remain as members of the Audit Committee and will be considered independent for purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited ( SGX-ST ). 4. To note the retirement of Mr Kua Eng Wah and Mr Kua Chee Meng as Executive Directors of the Company (see Explanatory Note). 5. To declare a Final one-tier tax exempt dividend of 2 cents per share for the financial year ended 30 June To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 6 Resolution 7 7. To transact such other business which may be properly transacted at an annual general meeting of the Company. AS SPECIAL BUSINESS 8. To consider and, if thought fit, to pass the following resolution (with or without amendments) as Ordinary Resolution: SHARE ISSUE MANDATE THAT pursuant to the Listing Rules of the SGX-ST and the Company s Articles of Association, authority be and is hereby given to the Directors to: Resolution 8 (a) (b) (c) issue shares in the capital of the Company whether by way of bonus issue, rights issue 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; and/or issue additional Instruments convertible into shares arising from adjustments made to the number of Instruments at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force, provided that:

71 SIN GHEE HUAT CORPORATION LTD. 69 Notice of Annual General Meeting (i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) of the Company, of which the aggregate number of shares and convertible securities (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company, and for the purpose of this Resolution, the issued share capital shall be the issued share capital of the Company at the time this Resolution is passed, after adjusting for: (aa) new shares arising from the conversion or exercise of convertible securities; (bb) (cc) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the SGX-ST; and any subsequent consolidation or subdivision of shares; and (ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the 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 the earlier. 9. To consider and, if thought fit, to pass the following resolution (with or without amendments) as Ordinary Resolution: AUTHORITY TO GRANT OPTIONS AND TO ISSUE SHARES UNDER THE SIN GHEE HUAT SHARE OPTION SCHEME THAT authority be and is hereby given to the Directors to offer and grant options from time to time in accordance with the provisions of the Sin Ghee Huat Share Option Scheme (the Scheme ), and, pursuant to Section 161 of the Companies Act, Chapter 50, to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted under the Scheme, provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 15% of the total number of issued shares (excluding treasury shares) of the Company from time to time, as determined in accordance with the provisions of the Scheme. Resolution 9 NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of SIN GHEE HUAT CORPORATION LTD. will be closed on 2 November 2012 for the preparation of dividend warrants. Duly completed registrable transfers received by the Company s Share Registrar, Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore up to 5.00 p.m. on 1 November 2012 will be registered to determine shareholders entitlements to the Final dividend. Shareholders whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 1 November 2012 will be entitled to the proposed dividend. Payment of the dividend, if approved by the shareholders at the Annual General Meeting to be held on 24 October 2012, will be made on 14 November BY ORDER OF THE BOARD Ms Joanna Lim Lan Sim Company Secretary 1 October 2012 Singapore

72 70 SIN GHEE HUAT CORPORATION LTD. Notice of Annual General Meeting Statement Pursuant to Article 71 of the Company s Articles of Association The effects of the resolutions under the heading As Special Business in this Notice of the Annual General Meeting are: 1. Resolution no. 8, if passed, will authorise the Directors from the date of the above Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate 50% of the total number of issued shares (excluding treasury shares) of the Company of which 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 total number of issued shares (excluding treasury shares) of the Company. Rule 806(3) of the Listing Rules of the SGX-ST currently provides that the percentage of issued share capital is based on the share capital of the Company at the time the mandate is passed after adjusting for: (a) (b) (c) new shares arising from the conversion or exercise of convertible securities; new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Rules of the SGX-ST; and any subsequent consolidation or subdivision of shares. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company. 2. Resolution no. 9, if passed, will empower the Directors to offer and grant options under the Sin Ghee Huat Share Option Scheme and to allot and issue shares pursuant to the exercise of such options under the Sin Ghee Huat Share Option Scheme. The aggregate nominal amount of new shares over which the Company may grant options on any date, when added to the nominal amount of new shares issued and issuable in respect of (a) all options granted under the Scheme, and (b) all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed 15% of the total number of issued shares (excluding treasury shares) of the Company on the day preceding that date. Explanatory Note: Mr Kua Chee Meng and Mr Kua Eng Wah had indicated their intention to retire at the Annual General Meeting ( AGM ). Mr Kua Chee Meng and Mr Kua Eng Wah shall accordingly cease as Executive Directors of the Company at the conclusion of the AGM. Notes: (1) A shareholder of the Company entitled to attend and vote at a meeting of the Company ( Meeting ) is entitled to appoint a proxy and vote in his stead. (2) A proxy need not be a shareholder of the Company. (3) If the appointer is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney. (4) The instrument appointing a proxy must be deposited at the registered office of the Company at 32 Penhas Road, #01-01, Singapore not later than 48 hours before the time appointed for the Meeting.