Extending assets Optimizing · Infineon Technologies AG, Western Digital Corporation, Altera...
Transcript of Extending assets Optimizing · Infineon Technologies AG, Western Digital Corporation, Altera...
Achieva Limited240 MacPherson Road #02/03/04
Pines Industrial Building, Singapore 348574Tel: 6841 4898 Fax: 6841 4896Email: [email protected]
Website: http://www.achieva.com.sg
Extending
reachOptimizing
assets
Achieva Lim
ited Annual Report 2001
Achieva LimitedAnnual Report 2001
Contents
Introduction
1
Executive Chairman’s Report
2
Our Asia-Pacific Network
6
Operations Review
8
Corporate Information
10
Board of Directors & Senior Management
11
Group Financials Highlights
12
Financial Contents
13
Operating in 9 countries in the Asia-Pacific, the Achieva group of companies
is recognized as a forerunner in the knowledge economy. It is capitalizing on
its most competitive asset – its people – to achieve its mission to be thetop knowledge-based value-added distributor andsolutions provider in the Asia Pacific for electronicsand IT-related products and services; and a leadingcreator of innovative proprietary technology productsand solutions.
Achieva runs four core businesses:- Peripherals, parts and software including
data storage devices and componentsfor computer and IT-related products;
- Electronic components viz.semiconductor and electro-mechanical devices focusing onthe data communications,telecommunications and digitalconsumer markets;
- Data networking, design anddevelopment of proprietaryproducts and solutions for theelectronics industry.
- Strategic technologies encompassingintellectual property products,technological and knowledge-baseddevelopments, investments andproprietary products and services.
Introduction
01
02
Human Capital + New Frontiers: key to our growth
Year 2001 was one of the worst years in the history of the global
electronics industry. Electronics markets and capital spending
worldwide collapsed, weighed down by inventory overhang, sluggish
consumer demand and the burst of the Internet "bubble". This was
aggravated by the unprecedented September 11 terrorist attacks against
the United States. One of the worst hit was the semiconductor sector.
Semiconductor Equipment and Materials International (SEMI) reported
a 41% decline in semiconductor equipment sales and a 29% drop in
silicon wafers worldwide in 2001 compared to 2000. PC shipments
stayed flat while demand for networks and servers fell sharply due to
the end of the Internet bubble.
Against this difficult backdrop, Achieva managed to forge ahead
to stay profitable and focused on strategically building its businesses
and to plant the seeds of growth for the long-term.
We are never satisfied with what we are. We are forward-looking
and always pushing ourselves to achieve our
corporate mission.
We have secured new distributorships for
leading-edge technology products in the
telecommunications and advanced storage sectors.
Infineon Technologies AG, Western Digital
Corporation, Altera Corporation (for India), Stream
Machine Inc. and Transpoint Technology Inc. are
among the new global brands we represent.
Credible performance
The Group registered $482 million in
turnover in FY2001, compared to $340 million in FY2000. This represents
a 42% improvement over the same period of the previous year.
Strong demand for PC peripheral parts and electronic
components contributed to this healthy result, with each sub-group
accounting for 47% and 21% respectively of the Group’s turnover.
Demand for PC peripherals and parts was highest in China where
we expanded our operations last year, with the market growing by
$81 million over the previous year. We also registered growth in
Singapore, Malaysia, Australia, Philippines, Indonesia and Korea, another
new market acquired in FY2001. The higher demand for electronic
components came from the transfer of our operations via agents to
direct sales to our customers.
Unfortunately, our profitability last year was undermined by
intense competition in the PC industry and downturn in demand in
the global telecommunications and data communications industries.
The ailing economies of the United States and Europe led to dumping
of excess stock. The sharp loss of consumer
confidence after September 11 overturned what
was projected to be a worldwide market growth
of 20% to a 41% decline instead.
As a result of the unexpectedly steep fall
in the market, our Group’s profit before tax and
interest fell 52% from $14.8 million in FY2000
to $7.2 million in FY2001.
The contributing factors were lower
selling prices and margins, and increased
research and development costs in the strategic
technologies group.
Executive Chairman’s Report
03
“We are never satisfiedwith what we are. We are
forward-lookingand always pushing theCompany to achieve its
mission.”
Executive Chairman’s Report
04
As part of Achieva’s strategy toenhance its knowledge-based
activities, we have made
significantprogress
in the areas of Technology andR&D.
Executive Chairman’s Report
05
We did well in the first half of FY2001, having benefited from
our investments in value add engineering and solutions provider
services. However we faced very tough market conditions in the second
half, particularly in the third quarter. Although the market had picked
up somewhat by the fourth quarter, it was not sufficiently significant
to affect our results positively.
We rose to the occasion by managing our inventory very prudently
and reducing costs. Our core competence is in our cost effective supply-
chain management. We divested our business in Achieva-Tai Sol
Technologies Pte Ltd as this did not achieve synergy with our core interests.
While our net tangible assets per share rose from 11.63 cents to
12.03 cents, our earnings per share dropped to 0.92 cents from 2.38
cents. Our Group’s cash reserves increased from S$20.6 million in
FY2000 to S$30.1 million in FY2001.
Our commitment to a high level of corporate transparency also
earned us a place as runner-up in the Most Transparent Company Award
2001 (SESDAQ and Small Cap Category) from the
Securities Investors Association of Singapore.
Promising prospects
Although the world economy still suffers
from uncertainty and the outlook for FY2002
remains doubtful, we are confident that the
positioning we have secured to ride on the recovery
of the IT industry will yield clear dividends.
With the set up of two new subsidiaries in FY
2001, one each in Hong Kong and Singapore, we are
ready to make inroads into the high-growth IT
Henry Lim Yong Choon
Executive Chairman
8 April 2002
markets in China and India. We intend to set up an electronic components
distribution business in Taiwan in the second quarter of FY2002.
At the same time, we are accelerating our search for strategic
alliances to penetrate the Asian market, particularly in rapidly
developing China.
We continue to invest in our human assets, having pioneered a
Founder Shares Award Scheme in FY2001 to reward key employees
(“Founders”) in two of our subsidiaries. The Company will transfer up to
20% of the shares in these subsidiaries to their Founders over four years
to strengthen their sense of ownership and enhance their entrepreneurial
drive. An award each has since been given out to our two Founders in
Indonesia and the Philippines. On the corporate front, employees are
eligible to participate in the Employee Share Option Scheme.
In appreciation
We would not have come so far without the unstinting support
of our business partners, suppliers, shareholders
and employees.
On behalf of the Board,
I wish to thank the management
and our employees for their
consistent hard work and
understanding during a
very trying year.
We look forward
to yo u r co n t i n u e d
support as we welcome
brighter days ahead.
Executive Chairman’s Report
SingaporeMalaysia ThailandPhilippines
Our Asia-Pacific Network
China
Hong Kong
India
Philippines
Thailand
Malaysia
Singapore
Indonesia
Australia
06
Vietnam
Vietnam
Australia
Indonesia
India
China
Hong Kong
Our Asia-Pacific Network
Achieva is distributor for:
ADM Tek
Altera
APC
Arise
Asus
Aztech
Creative
Dexcel
Ecliptek
Flextronics
Gigabyte
Gloria
Infineon Technologies
Intel
LynuxWorks
Microsoft
2001 milestones
July Appointed authorised distributor by Infineon Technologies A G,Germany
August Acquired additional equity in two subsidiaries with operations inAustralia and Vietnam, making them wholly-owned
Established Joint Venture for expansion into China
Won 3 new distributorships in the telecommunications andadvanced storage sectors
Initiated a Founder Shares Award Scheme to reward key employees
September Named Runner-up in SIAS Most Transparent Company Award 2001(SESDAQ and Small Cap Category)
December Established Joint Venture for expansion into India
Won Altera distributorship in India
Divested subsidiary in Singapore
Motorola
PC Partner
Seagate
Semtech
Silicon Wave
Sinbon Electronics
Stratos Lightwave
Stream Machine
Synplicity
Task
Telecommunications Devices
Transpoint Technology
Tyco Electronics
Western Digital
Xiotech
Zilog
07
08
Capitalizing on our core competencies
In FY2001, Achieva continued to grow its core
businesses in the supply and distribution of PC peripherals
and electronic components.
It also expanded further into North Asia, significantly
opening up the Chinese market to take advantage of
opportunities arising from China’s entry into the World
Trade Organisation, and extended its business coverage
to South Korea.
This brought Achieva’s operations comprising four
operating divisions into 9 countries spanning a growing base
of 8,000 customers in the Asia-Pacific.
New distributorships
In addition to the wide range of products and
IT solutions that it was already marketing, Achieva
also won a prestigious distributorship from Infineon
Technologies AG, Germany, one of the world’s premier
suppliers of semiconductors.
Achieva was appointed in July 2001 to distribute
Infineon’s products for wired and wireless communications,
automative and industrial applications.
Four more distributorships in the telecommunications
and advanced storage sectors were secured.
The global brands represented are Western Digital
Corporation for hard drives used in desktop computers
and home entertainment electronic products; Altera
Corporation for system-on-a-programmable-chip solutions
for the Indian market; Stream Machine Inc.’s consumer digital
video and audio products; and Transpoint Technology Inc.’s
liquid crystal displays and liquid crystal modules.
Segmental market analysis
All markets within Achieva’s coverage achieved
healthy turnover last year, the only exception being
Vietnam.
China generated the strongest momentum,
multiplying its upward trend by close to 18 times
since we began operating there in December 2000.
At the same time, ongoing business development
of the Chinese market required a consistent injection
of funds.
Operations Review
Singapore and Malaysia, racked by recession, reflected
slower growth although the results due to e-infrastructure
spending exceeded that of the previous year.
Australia, in spite of its weak currency and still
recovering from recession, almost topped 20% growth.
Turnover nearly doubled in the Philippines.
Notwithstanding the difficulties of doing business
in Indonesia, its vast market potential yielded similarly
strong growth.
Segmental product analysis
Supply and demand for PC peripherals swung with
great volatility to razor-thin margins against a grim
backdrop of a creeping worldwide economic slowdown
from January 2001 and which the September 11 disaster
precipitated into a crisis.
Electronic components fared better, although its
prices were not spared sharp declines either.
Data network products scored a turnaround from a
loss-making status in FY2000.
Strategic Technologies, viz Nano Storage, continued
to consume huge investments in research and development.
09
Operations Review
Our success in securingdistributorships in this segment is
due largely to our
ability to provideelectronic design and applications
supportto our customers.
Corporate Information
1
Henry Lim YongChoonExecutive Chairman
President & CEO
Audit Committee member
B Sc.
2
Goh Kian HweeIndependent Director
Audit Committee member
LLB (Honours)
3
Lew Syn PauIndependent Director
Audit Committee Chairman
M Sc (Engineering) & MBA
4
William PokTam SoonChief Operating Officer
B. Sc (Physics), Masters(Electrical Engineering)& Graduate Dip. inMarketing Management
5
Christopher NgChee SengExecutive Director
Senior Vice President,Achieva ComponentsPte Ltd
Dip. Electrical Engineering& Graduate Dip. inBusiness Administration
6
Raymond ChiaChong LeongExecutive Director
Vice President, AchievaTechnology Pte Ltd
7
Mark Soh Eng KuangExecutive Director
Vice President, AchievaElectronics Pte Ltd
B. Sc & MBA
Board of Directors
Henry Lim Yong Choon Executive ChairmanWilliam Pok Tam Soon
Christopher Ng Chee Seng
Mark Soh Eng Kuang
Raymond Chia Chong Leong
Lew Syn Pau (Independent Director)Goh Kian Hwee (Independent Director)Allan Yong Heng Chong (appointed on 13.7.2001)
Secretary
Adrian Chan Pengee (resigned on 1.11.2001)Leong Shiao Yee (resigned on 1.11.2001)Allan Yong Heng Chong (appointed on 1.11.2001)
Registered Office
240 MacPherson Road #02-02/03/04
Pines Industrial Building
Singapore 348574
Audit Committee
Lew Syn Pau ChairmanGoh Kian Hwee MemberHenry Lim Yong Choon Member
Share Option Committee
Lew Syn Pau ChairmanGoh Kian Hwee MemberHenry Lim Yong Choon Member
Auditors
Ernst & Young
Certified Public Accountants
Daniel Soh Chung Hian
Audit Partner
Principal Bankers
ABN AMRO Bank N.V.
BNP Paribas
Citibank, N.A.
Industrial & Commercial Bank Limited
KBC Bank N.V.
Keppel TatLee Bank Limited
The Development Bank of Singapore Ltd
8
Allan Yong HengChongChief Financial Officer &Director
B. Acc (Hons) & B. Law (Hons)
9
Goh Seng HuatVice President(Business Development)
B.Sc (Hons) & MBA
6 5 9 3 1 4 2 8 7
10
Board of Directors & Senior Management
11
Group Financial Highlights
6 Years Financial Overview
In S$’000
1996 1997 1998 1999 2000 2001
Results of Operations
Revenue 43,508 135,380 190,470 229,216 340,019 482,244
Operating profit before taxation 1,292 2,566 5,463 7,215 13,583 5,908
Profit after taxation 903 1,367 4,347 5,344 9,889 3,186
Minority interests – – (256) (406) (1,038) 731
Extraordinary items – – – (388) – –
Profit attributable to shareholders 903 1,367 4,091 4,550 8,851 3,917
Earnings per share (cents) 0.29 0.44 1.32 1.46 2.38 0.92
Return on shareholders’ equity 19% 15% 29% 24% 18% 7%
Gross dividend – – – – 4% –
Balance sheets
Shareholders’ equity 4,651 9,068 14,123 18,660 48,779 58,275
Property, plant & equipment 3,648 3,761 3,939 2,661 3,564 3,939
Investment in associated company – – – – 97 139
Other investments 26 26 26 26 868 871
Goodwill – – – – 622 4,456
Current assets 14,525 44,400 61,031 61,954 121,504 96,012
Current liabilities (11,729) (37,360) (48,782) (44,115) (74,752) (46,068)
Net current assets 2,796 7,040 12,249 17,839 46,753 49,944
Long-term liabilities (1,819) (1,759) (1,499) (859) (341) (948)
Minority interests – – (592) (1,007) (2,784) (126)
4,651 9,068 14,123 18,660 48,779 58,275
Net tangible assets per share (cents) 1.50 2.92 4.55 6.01 11.63 12.03
Borrowings 7,071 11,765 8,946 17,715 16,904 18,848
Note(1) The financial position of the group was prepared on a proforma basis for the years 1996 to 1999, as if the group had been in existence throughout the periods under review.(2) For comparative purposes, the earnings per share and net tangible assets backing per share as at 31 December 1996 to 1999 was computed based on the pre-invitation share
capital of 310,607,740 shares.
6 Years Turnover (S$’000) 6 Years Profit After Tax (S$’000)
1996
1997
1998
1999
2000
2001
0 50 100 150 200 250 300 350 400 450 500
43,508
135,380
190,470
229,216
340,019
482,244
1996
1997
1998
1999
2000
2001
0 1000 2000 3000 4000 5000 6000 7000 8000 9000 10000
903
1,367
4,347
5,344
3,186
9,889
12
Financial Contents
Directors’ Report
14
Statement by Directors
21
Corporate Governance
22
Auditors’ Report
23
Profit and Loss Accounts
24
Balance Sheets
25
Statements of Changes in Equity
27
Consolidated Statement of Cash Flows
28
Notes to the Financial Statements
30
Shareholding Statistics
59
Notice of Annual General Meeting
60
Proxy Form
71
14
The Directors present their report together with the audited financial statements of the Company and of the Group for the year ended
31 December 2001.
1. Principal activitiesDuring the financial year, the principal activities of the Company were those of investment holding and provision of management
services. The activities of the subsidiary companies are disclosed in note 12 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
2. Results for the financial yearGroup Company$’000 $’000
Profit/(loss) for the financial year 3,917 (3,150)
In the opinion of the Directors, the results of the operations of the Company and the Group during the financial year have not been
affected by any item, transaction or event of a material and unusual nature.
3. Transfers to/from reserves and provisionsDuring the financial year, there were no material transfers to or from reserves or provisions except as disclosed in the financial statements.
4. DividendsDuring the financial year, a final dividend of 0.20 cents per ordinary share less tax, amounting to $625,000 was paid in respect of the
previous financial year as proposed in the previous Directors’ Report.
No dividend was declared for the financial year ended 31 December 2001.
5. Share capital and debenturesDuring the financial year, the Company issued 33,245,436 ordinary shares of $0.05 each at a premium of $0.135 per share. The share issue
was made to finance the acquisition of Achieva Technology Pte Ltd’s 49% interest in Achieva Technology East Asia Pte Ltd and Achieva
Technology Australia Pte Ltd.
During the financial year, the subsidiary companies issued shares as follows:
(a) Achieva Components China Limited issued 2 subscribers’ shares of HK$1.00 each at par to incorporate the company.
(b) Achieva Components (India) Private Limited issued 2 subscribers’ shares of $1.00 each at par to incorporate the company.
(c) Achieva Technology China Limited issued 2 subscribers’ shares of HK$1.00 each at par to incorporate the company. Subsequently,
9,999,998 shares of HK$1.00 each were issued at par for additional working capital.
Directors’ Report Achieva Limited
15
5. Share capital and debentures (Cont’d)
(d) Achieva Technology Philippines Pte Ltd increased its authorised share capital from $100,000 divided into 100,000 ordinary
shares of $1.00 each to $1,000,000 divided into 1,000,000 ordinary shares of $1.00 each by the creation of an additional
900,000 ordinary shares of $1.00 each.
Achieva Technology Philippines Pte Ltd also issued 999,998 shares of $1.00 each at par for cash for additional working capital.
(e) Achieva Technology Indonesia Pte Ltd increased its authorised share capital from $100,000 divided into 100,000 ordinary
shares of $1.00 each to $1,000,000 divided into 1,000,000 ordinary shares of $1.00 each by the creation of an additional
900,000 ordinary shares of $1.00 each.
Achieva Technology Indonesia Pte Ltd also issued 999,998 shares of $1.00 each at par for cash for additional working capital.
(f) Achieva Technology Pte Ltd increased its authorised share capital from $1,000,000 divided into 1,000,000 ordinary shares of
$1.00 each to $8,000,000 divided into 8,000,000 ordinary shares of $1.00 each by the creation of an additional 7,000,000
ordinary shares of $1.00 each.
Achieva Technology Pte Ltd also issued 6,150,406 ordinary shares of $1.00 each at par to finance the acquisition of the remaining
49% interest each in Achieva Technology East Asia Pte Ltd and Achieva Technology Australia Pte Ltd.
Other than the aforesaid, no other shares or debentures were issued during the financial year.
6. Options on the shares in the Company
(a) Achieva Share Option Agreement
On 19 May 2000, the Company entered into an agreement with 10 selected employees of the Group, namely the Achieva
Share Option Agreement (the “SOA”), pursuant to which options to subscribe for an aggregate of 2,100,000 shares were
granted to 10 selected employees of the Group on a one-off basis at a consideration of $1.00 for each employee.
The options were granted with an exercise price of $0.10 per share. Such exercise price is approximately equal to the post-
invitation net tangible asset per share as at 31 December 1999. The employees may exercise the options to subscribe for not
more than 40% of the shares under such options on or after the date falling 2 years from the date of the Company being
admitted to the Official List of SGX-ST (1 June 2000) and may exercise the options to subscribe for the remaining shares on or
after the date falling 3 years from 1 June 2000, provided that
(i) no options shall be exercisable after 31 May 2004; and
(ii) the exercising employee remains an employee on the date of the exercise.
The Directors who have been appointed to administer the SOA are Mr. Henry Lim Yong Choon and Mr. William Pok Tam Soon
who are not participants of the SOA.
Directors’ ReportAchieva Limited
16
6. Options on the shares in the Company (Cont’d)
(a) Achieva Share Option Agreement (Cont’d)
In consideration of the payment of $1.00 for each employee, offers of options were granted to the 10 selected employees
pursuant to the SOA in respect of 2,100,000 unissued shares of $0.05 each in the Company at an offering price of $0.10
per share.
Number of unissued ordinary shares of $0.05 eachDate of Grant Balance at 1.1.2001 Cancelled Exercised Balance at 31.12.2001 Exercise price Expiry date
19.5.2000 1,800,000 – – 1,800,000 $0.10 31.5.2004
(b) Share Options Scheme
The Share Options Scheme (SOS) for the Non-Executive Directors and all employees of the Group was approved by the members
of the Company at an Extraordinary General Meeting held on 31 May 2001. Pursuant to the SOS, all the options granted will
have a maximum term of 10 years from the date of the grant.
The exercise price is at:
(i) a price which is equivalent to the Market Price or the nominal value of the Shares, whichever is greater; or
(ii) a price which is set at a discount to the Market Price, or the nominal value of the Shares, whichever is greater, provided
that the maximum discount shall not exceed 20% of the Market Price.
The options will vest one year after the date of grant.
The Committee administrating the scheme comprises the following Directors:
Henry Lim Yong Choon
Lew Syn Pau (Independent Director)Goh Kian Hwee (Independent Director)William Pok Tam Soon (resigned on 30 November 2001)Christopher Ng Chee Seng (resigned on 30 November 2001)
During the financial year, in consideration of the payment of $1.00 for each offer accepted, offers of options were granted to
the employees pursuant to the scheme in respect of 13,806,003 unissued shares of $0.05 each in the Company at an offering
price of $0.1547 per share.
At the end of the financial year, options to take up 13,806,003 unissued shares of $0.05 each in the Company were
outstanding:
Number of unissued ordinary shares of $0.05 eachDate of Grant Balance at date of grant Cancelled Exercised Balance at 31.12.2001 Exercise price Expiry date
18.10.2001 13,806,003 – – 13,806,003 $0.1547 18.10.2011
Directors’ Report Achieva Limited
17
6. Options on the shares in the Company (Cont’d)
(b) Share Options Scheme (Cont’d)
The details of options granted and exercised by the following Directors under the SOS are as follows:
Options Aggregate Aggregategranted options granted options exercised Aggregateduring since since options
financial commencement commencement outstandingyear of scheme to end of scheme to end at end of
under of financial year of financial year Options financial yearName of Participants review under review under review lapsed under review
William Pok Tam Soon 300,000 300,000 – – 300,000
Christopher Ng Chee Seng 1,250,000 1,250,000 – – 1,250,000
Mark Soh Eng Kuang 350,000 350,000 – – 350,000
Raymond Chia Chong Leong 300,003 300,003 – – 300,003
Allan Yong Heng Chong 900,000 900,000 – – 900,000
Lew Syn Pau 100,000 100,000 – – 100,000
Goh Kian Hwee 100,000 100,000 – – 100,000
7. Acquisitions and disposals of subsidiary companiesDuring the financial year, the Company incorporated the following subsidiary companies:
Numberof ordinary Cost Percentage of
Name of company shares issued $’000 equity held %
Achieva Components China Limited 2 – 100
Achieva Components (India) Private Limited 2 – 100
Achieva Technology China Limited 2 – 50
During the financial year, the Group acquired additional interest in the following subsidiary companies:
EquityNet tangible interest
Name of company Consideration assets acquired$’000 $’000 %
Achieva Technology East Asia Pte Ltd 3,2 1 1 2,533 49
Achieva Technology Australia Pte Ltd 2,939 1,779 49
During the year, the Group disposed the following subsidiary company:
EquityNet tangible interest
Name of company Consideration liabilities disposed$’000 $’000 %
Achieva-Tai Sol Technologies Pte Ltd 60 (107) 60
There was no other acquisition or disposal of subsidiary companies.
Directors’ ReportAchieva Limited
18
8. DirectorsThe Directors of the Company in office at the date of this report are:
Henry Lim Yong Choon (Executive Chairman)William Pok Tam Soon
Christopher Ng Chee Seng
Mark Soh Eng Kuang
Raymond Chia Chong Leong
Allan Yong Heng Chong
Lew Syn Pau (Independent Director)Goh Kian Hwee (Independent Director)
According to the register required to be kept under Section 164 of the Companies Act, Cap. 50, the following Directors of the Company who
held office at the end of the financial year had an interest in shares of the Company and one of its subsidiary companies, as stated below:
Holding registered in the names of DirectorsName of Director At 1.1.2001/
date of appointment At 31.12.2001 At 21.01.2002
Ordinary shares of $0.05 each
The Company
Achieva Limited
Henry Lim Yong Choon 106,412,009 106,412,009 106,412,009
William Pok Tam Soon 36,305,064 36,305,064 36,305,064
Christopher Ng Chee Seng 30,232,116 30,232,116 30,232,116
Mark Soh Eng Kuang 22,746,825 22,746,825 22,746,825
Raymond Chia Chong Leong 28,968,851 28,968,851 27,968,851
Allan Yong Heng Chong 175,000 175,000 175,000
Ordinary shares of $0.10 each
Subsidiary company
Nano Storage Pte Ltd
William Pok Tam Soon 40,000 40,000 40,000
By virtue of Section 7 of the Companies Act, Cap. 50, Mr. Henry Lim Yong Choon with the above shareholdings is deemed to have
interests in all the related companies of the Company.
Other than as disclosed above, no Director who held office at the end of the financial year had an interest in shares or debentures of
the subsidiaries of the Company.
Neither at the end of the financial year nor at any time during that year, did there subsist any arrangements to which the Company was
a party whereby Directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate other than as disclosed under “Options on the shares in the Company” in this report.
Since the end of the previous financial year, no Director has received or has become entitled to receive benefits under contracts required
to be disclosed by Section 201(8) of the Companies Act, Cap. 50 except for those disclosed in note 6 to the financial statements.
Directors’ Report Achieva Limited
19
9. Asset valuesBefore the profit and loss account and balance sheet of the Company were made out, the Directors took reasonable steps to
ascertain that:
(a) proper actions had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and
had satisfied themselves that all known bad debts, if any, have been written off and that where necessary adequate provision
has been made for doubtful debts; and
(b) any current assets that were unlikely to realise their book value in the ordinary course of business have been written down to their
estimated realisable values or adequate provision had been made for the difference between those values.
At the date of this report, the Directors are not aware of any circumstances that would render:
(c) any amount written off or provided for bad and doubtful debts in the Group inadequate to any substantial extent; and
(d) the values attributed to current assets in the consolidated financial statements misleading.
10. Charges and contingent liabilitiesSince the end of the financial year, no charge on the assets of the Company or any company in the Group has arisen which secures the
liabilities of any other person.
Since the end of the financial year, no contingent liability of the Company or any company in the Group has arisen.
No contingent or other liability of the Company or any company in the Group has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
substantially affect the ability of the Company and of the Group to meet their obligations as and when they fall due.
11. Other circumstances affecting the financial statementsAt the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the consolidated
financial statements that would render any amount stated in the financial statements of the Company and the consolidated financial
statements misleading.
12. Unusual items after the financial yearIn the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report that would affect substantially the results of the operations of the Company or
of the Group for the financial year in which this report is made.
Directors’ ReportAchieva Limited
20
13. Audit committeeThe Audit Committee carried out its functions in accordance with the Companies Act, Cap.50 which included a review of the financial
statements of the Group and the Company for the financial year and the auditors’ report thereon.
The Committee recommends to the Board of Directors the nomination of Ernst & Young as external auditors at the forth-coming
annual general meeting of the Company.
14. AuditorsThe auditors, Ernst & Young, Certified Public Accountants, have expressed their willingness to accept reappointment.
On behalf of the Board,
Henry Lim Yong ChoonDirector
William Pok Tam SoonDirector
Singapore
8 April 2002
Directors’ Report Achieva Limited
21
We, Henry Lim Yong Choon and William Pok Tam Soon, being two of the Directors of Achieva Limited, do hereby state that, in the opinion
of the Directors:
(a) the balance sheets, profit and loss accounts, statements of changes in equity and consolidated statement of cash flows together with
the notes thereto, set out on pages 24 to 58 are drawn up so as to give a true and fair view of the state of affairs of the Company and
of the Group as at 31 December 2001, the results and changes in equity of the Company and the Group and the cash flows of the Group
for the year ended 31 December 2001; and
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they fall due.
The Board of Directors authorised these financial statements for issue on 8 April 2002.
On behalf of the Board,
Henry Lim Yong ChoonDirector
William Pok Tam SoonDirector
Singapore
8 April 2002
Achieva Limited Statement by DirectorsPursuant to Section 201(15)
22
Corporate Governance Achieva Limited
Presently, the business and the operations of the Group are under the management and supervision of the President and Executive Directors
of the Company, namely Messrs Henry Lim Yong Choon, William Pok Tam Soon, Christopher Ng Chee Seng, Mark Soh Eng Kuang, Raymond
Chia Chong Leong and Allan Yong Heng Chong. Generally, Mr. Henry Lim Yong Choon oversees management of the day-to-day operations of
the Group, while Messrs William Pok Tam Soon, Christopher Ng Chee Seng, Mark Soh Eng Kuang and Raymond Chia Chong Leong manage the
respective operating subsidiary groups.
The Audit Committee comprises the two independent directors and Mr. Henry Lim Yong Choon. Mr. Lew Syn Pau is the Chairman of
the Audit Committee.
Recognising the importance of corporate governance and the need to offer the highest standards of accountability to the shareholders of
the Company, the Audit Committee meets periodically to perform the following functions:
(i) review the audit plans of the Company’s external auditors;
(ii) review the external auditors’ evaluation of the system of internal controls;
(iii) review the external auditors’ reports;
(iv) review the co-operation given by the Company’s officers to the external auditors;
(v) review the financial statements of the Company and the Group before their submission to the Board of Directors;
(vi) nominate external auditors for reappointment; and
(vii) review interested person transactions.
Apart from the duties listed above, the Audit Committee shall commission and review the findings of internal investigations into matters
where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which
has or is likely to have a material impact on the Group’s operating results and/or financial position.
23
We have audited the financial statements of Achieva Limited set out on pages 24 to 58. These financial statements comprise the balance
sheets of the Company and the Group as at 31 December 2001, and the profit and loss accounts and statements of changes in equity of the
Company and the Group and the statement of cash flows of the Group for the year then ended. These financial statements are the responsibility
of the Company’s Directors. 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 plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Directors, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act (“Act”) and Singapore Statements
of Accounting Standard and so as to give a true and fair view of:
(i) the state of affairs of the Company and of the Group as at 31 December 2001, the results and changes in equity of the Company
and of the Group and the cash flows of the Group for the year ended 31 December 2001; and
(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated financial
statements;
(b) the accounting and other records, and the registers 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.
We have considered the financial statements and auditors’ report of all subsidiaries of which we have not acted as auditors, being financial
statements included in the consolidated financial statements. The name of the subsidiaries audited by our associated firms and those
audited by other firms are stated in Note 12.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have
received satisfactory information and explanations as required by us for those purposes.
The auditors’ report on the financial statements of the subsidiaries were not subjected to any qualification and in respect of subsidiaries
incorporated in Singapore did not include any comment made under Section 207(3) of the Act.
ERNST & YOUNGCertified Public Accountants
Singapore
8 April 2002
Auditors’ Reportto the Members of Achieva Limited
Achieva Limited
24
Achieva Limited and Subsidiary CompaniesProfit & Loss Accountsfor the year ended 31 December 2001
(In Singapore dollars)
Group CompanyNote 2001 2000 2001 2000
$’000 $’000 $’000 $’000
Revenue 3 482,244 340,019 2,910 8,606
Cost of sales (453,473) (303,908) – –
28,771 36,111 2,910 8,606
Other revenue 4 2,336 1,331 1,525 1,098
Personnel expenses 12,487 11,637 2,006 1,230
Facilities expenses 1,217 794 211 132
Selling expenses 4,336 3,520 – 28
Administrative expenses 3,495 3,210 464 333
Other operating expenses 5 2,149 1,634 4,496 626
Operating expenses (23,684) (20,795) (7,177) (2,349)
Profit/(loss) from operating activities 6 7,423 16,647 (2,742) 7,355
Financial (expenses)/gain, net 7 (1,431) (3,033) 168 (190)
Share of associated company’s loss (84) (31) – –
Profit/(loss) before taxation 5,908 13,583 (2,574) 7,165
Taxation 8 (2,722) (3,694) (576) (2,081)
Profit/(loss) after taxation 3,186 9,889 (3,150) 5,084
Minority interest 731 (1,038) – –
Profit/(loss) for the financial year 3,917 8,851 (3,150) 5,084
Basic earnings per share (in cents) 9 0.92 2.38
Diluted earnings per share (in cents) 9 0.92 2.38
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
25
Achieva Limited and Subsidiary Companies Balance Sheetsas at 31 December 2001
(In Singapore dollars)
Group CompanyNote 2001 2000 2001 2000
$’000 $’000 $’000 $’000
Non-current assets
Property, plant and equipment 11 3,939 3,564 1,746 1,713
Investment in subsidiary companies 12 – – 13,064 8,800
Investment in associated company 13 139 97 – –
Long term receivable 14 871 868 – –
Goodwill 15 4,456 622 – –
9,405 5,151 14,810 10,513
Current assets
Stocks 16 21,738 65,531 – –
Trade debtors 17 36,219 29,813 1,082 1,169
Other debtors 18 7,898 5,517 188 525
Amounts due from subsidiary companies 19 – – 28,704 26,921
Amounts due from related parties 20 18 19 – –
Fixed deposits 21 18,697 10,683 1,401 3,669
Cash and bank balances 11,442 9,942 809 740
96,012 121,505 32,184 33,024
Deduct: Current liabilities
Amounts due to bankers, unsecured 22 18,357 16,664 – –
Trade creditors 19,240 46,518 – –
Other creditors 5,615 7,936 549 826
Amounts due to subsidiary companies 19 – – 5,793 4,863
Amounts due to a related party 20 – 9 – –
Term loans 23 – 21 – –
Obligations under finance lease contracts 24 129 34 84 –
Provision for taxation 2,727 3,570 – 109
46,068 74,752 6,426 5,798
Net current assets 49,944 46,753 25,758 27,226
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
26
Achieva Limited and Subsidiary Companies
(In Singapore dollars)
Group CompanyNote 2001 2000 2001 2000
$’000 $’000 $’000 $’000
Long term liabilities
Term loans 23 – 134 – –
Obligations under finance lease contracts 24 362 51 262 –
Deferred taxation 25 586 156 224 32
(948) (341) (486) (32)
58,401 51,563 40,082 37,707
Equity
Share capital 26 22,369 20,707 22,369 20,707
Reserves 27 35,906 28,072 17,713 17,000
58,275 48,779 40,082 37,707
Minority interests 126 2,784 – –
58,401 51,563 40,082 37,707
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
Balance Sheets
27
Achieva Limited and Subsidiary Companies Statements of Changes in Equityfor the year ended 31 December 2001
(In Singapore dollars)
ForeignAccumulated currency
Share Share Capital profits/ translationNote capital premium reserve (losses) reserve Total
$’000 $’000 $’000 $’000 $’000 $’000
Group
Balance at 31 December 1999 10,178 927 502 7,256 (203) 18,660
Loss not recognised in the
profit and loss account -
Foreign currency translation – – – – (89) (89)
Bonus issue 5,352 (927) – (4,425) – –
Issue of shares at a premium 5,177 17,437 – – – 22,614
Expenses for Initial Public Offer
charged against share premium – (1,257) – – – (1,257)
Profit for the financial year – – – 8,851 – 8,851
Balance at 31 December 2000 20,707 16,180 502 11,682 (292) 48,779
Gain not recognised in the
profit and loss account -
Foreign currency translation – – – – 54 54
Issue of shares at a premium 1,662 4,488 – – – 6,150
Profit for the financial year – – – 3,917 – 3,917
Dividend 10 – – – (625) – (625)
Balance at 31 December 2001 22,369 20,668 502 14,974 (238) 58,275
Company
Balance at 31 December 1999 10,178 927 – 161 – 11,266
Bonus issue 5,352 (927) – (4,425) – –
Issue of shares at a premium 5,177 17,437 – – – 22,614
Expenses for Initial Public Offer
charged against share premium – (1,257) – – – (1,257)
Profit for the financial year – – – 5,084 – 5,084
Balance at 31 December 2000 20,707 16,180 – 820 – 37,707
Issue of shares at a premium 1,662 4,488 – – – 6,150
Loss for the financial year – – – (3,150) – (3,150)
Dividend 10 – – – (625) – (625)
Balance at 31 December 2001 22,369 20,668 – (2,955) – 40,082
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
28
Achieva Limited and Subsidiary Companies
(In Singapore dollars)
2001 2000$’000 $’000
Cash flows from operating activities:
Operating profit before taxation 5,908 13,583
Adjustments for:
Share of associated company’s loss 84 31
Amortisation of goodwill 414 35
Investment written off – 26
Depreciation 1,160 628
Gain on disposal of a subsidiary company (155) –
Provision for impairment in value of freehold property 457 –
Gain on disposal of property, plant and equipment (87) –
Property, plant and equipment written off 53 155
Interest expense 1,738 1,677
Interest income (571) (492)
Currency realignment 71 (139)
Operating income before reinvestment in working capital 9,072 15,504
Decrease/(increase) in stocks 43,569 (45,397)
Increase in debtors (9,040) (7,720)
(Decrease)/increase in creditors and trust receipts (27,051) 31,539
Cash generated from/(applied in) operations 16,550 (6,074)
Interest paid (1,738) (1,677)
Interest received 571 492
Income taxes paid (3,297) (2,853)
Net cash provided by/(used in) operating activities 12,086 (10,112)
Cash flows from investing activities:
Purchase of property, plant and equipment (2,216) (1,776)
Proceeds from sale of property, plant and equipment 818 110
Increase in long term receivables – (868)
Acquisition of subsidiary, net of cash acquired – 6
Disposal of subsidiary, net of cash disposed (92) –
Investment in associated company (126) (128)
Net cash used in investing activities (1,616) (2,656)
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
Consolidated Statement of Cash Flowsfor the year ended 31 December 2001
29
Consolidated Statement of Cash FlowsAchieva Limited and Subsidiary Companies
(In Singapore dollars)
2001 2000$’000 $’000
Cash flows from financing activities:
Repayment of term loans (155) (708)
Repayment of finance lease (134) (77)
Repayment to related party (8) (1,657)
Repayment from related party – 48
Proceeds from issuance of shares – 21,357
Proceeds from issuance of shares to minority interests – 110
Dividend paid (625) –
Net cash (used in)/provided by financing activities (922) 19,073
Net increase in cash and cash equivalents 9,548 6,305
Cash and cash equivalents at beginning of year 20,591 14,286
Cash and cash equivalents at end of year (note 28) 30,139 20,591
The disposal of Achieva-Tai Sol Technologies Pte Ltd (“ATST”) has been shown in the consolidated statement of cash flows as a single item.
The effect on the individual assets and liabilities is set out below:
$’000
Property, plant and equipment 12
Stocks 224
Debtors 338
Cash and bank balances 152
Creditors (821)
(95)
Gain on disposal of subsidiary 155
Sales consideration 60
Less: cash of ATST disposed (152)
Cash flows on disposal, net of cash disposed (92)
The accounting policies and explanatory notes on pages 30 to 58 form an integral part of the financial statements.
30
Achieva LimitedNotes to the Financial Statementsfor the year ended 31 December 2001
(In Singapore dollars)
1. Corporate informationThe financial statements of Achieva Limited for the year ended 31 December 2001 were authorised for issue in accordance with a
resolution of the Directors on 8 April 2002.
Achieva Limited is a public limited liability company listed on the Singapore Exchange, which is incorporated in the Republic of
Singapore with its registered office at 240 MacPherson Road, #02-02/03/04 Pines Industrial Building, Singapore 348574.
During the year, the principal activities of the Company were those of investment holding and provision of management services. The
activities of the subsidiary companies are disclosed in note 12 to the financial statements. There have been no significant changes in
the nature of the principal activities during the financial year.
As of the financial year ended 31 December 2001, the Group and Company employed 248 and 12 (2000: 221 and 12) employees respectively.
2. Summary of significant accounting policies
(a) Basis of preparation
The financial statements, which are expressed in Singapore dollars, are prepared under the historical cost convention. The
financial statements are prepared in accordance with Singapore Statements of Accounting Standard and the applicable provisions
of the Companies Act.
The accounting policies have been consistently applied by the Company and Group, and except for the changes in the accounting
policies, discussed more fully in (b) below, are consistent with those used in the previous year.
(b) Changes in accounting policies
The following accounting policies were changed/adopted with effect from 1 January 2001 with the adoption of
revised/new SAS:
(i) SAS 8 - Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies - whereas items
considered and reported as “Extraordinary Items” in the financial year ended 31 December 2000 have been reclassified
as “other operating expenses” and are presented before calculating “profit before taxation” in the financial year ended
31 December 2001.
(ii) In previous year, for inclusion in the consolidated financial statements, the results of foreign subsidiary companies were
translated at rates of exchange closely approximating those ruling at the balance sheet date.
With effect from this financial year, the results of the foreign subsidiary companies were translated monthly at average
exchange rates.
As the effect of this change is insignificant, this change in accounting policy has not been accounted for retrospectively.
31
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
2. Summary of significant accounting policies (cont’d)
(c) Principles of consolidation
The financial statements of the Group comprise the financial statements of the Company and its controlled subsidiary companies,
after the elimination of all material inter-company transactions.
Subsidiary companies are consolidated from the date the parent company obtains control until such time as control ceases.
Acquisitions of subsidiary companies are accounted for using the purchase method of accounting.
The financial statements of the subsidiary companies are prepared for the same reporting period as the parent company, using
consistent accounting policies.
(d) Goodwill
Any excess of the consideration paid over the fair values of the net assets of businesses acquired (positive goodwill) is included
in goodwill and is amortised on a straight line basis over 5 years.
Any excess of fair values of net assets acquired over the consideration paid (negative goodwill) is recorded as follows:
(i) to the extent that negative goodwill relates to expectation of future losses, it is recognised as income in the profit and
loss account when those future losses occur; and
(ii) to the extent that negative goodwill does not relate to expectation of future losses, the amount not exceeding the fair
values of identifiable non-monetary assets acquired is recognised as income in the profit and loss account on a systematic
basis over the remaining weighted average useful life of those non-monetary assets. Any amount in excess of identifiable
non-monetary assets is recognised as income immediately.
(e) Subsidiary companies
Investments in subsidiary companies are stated at cost. At each balance sheet date, the Company assesses whether there is any
indication of impairment. If any such indication exists, the recoverable amount is estimated and provision for impairment loss
is made, if any.
(f) Associated company
An associated company is defined as a company, not being a subsidiary, in which the Group has a long term interest of not less
than 20% of the equity and in whose financial and operating policy decisions the Group exercises significant influence.
The Group’s share of the results of associated companies is included in the consolidated profit and loss accounts. The
Group’s share of the post-acquisition reserves of the associated companies is included in the investments in the consolidated
balance sheet.
Investment costs in associated companies are stated in the Company’s balance sheet at cost and provision is made for impairment
in values.
32
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
2. Summary of significant accounting policies (cont’d)
(g) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase
price and any directly attributable costs of bringing the asset to working condition for its intended use.
Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged
to the profit and loss account.
When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any
gain or loss resulting from their disposal is included in the profit and loss account.
The carrying amounts are reviewed at each balance sheet date to assess whether they are recorded in excess of their recoverable
amount, and if carrying values exceed this recoverable amount, assets are written down.
(h) Depreciation
Depreciation is calculated on the straight-line method to write off the cost or valuation of property, plant and equipment over
their estimated useful lives. The estimated useful lives of property, plant and equipment are as follows:
Office equipment, furniture and fittings - 2 - 5 years
Motor vehicle - 5 years
Renovation - 3 - 5 years
Freehold property - 100 years
Shop lot - 50 years
Machinery and tools - 3 - 5 years
Computer and Automated Equipment - 2 - 5 years
Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for
depreciation is made in respect of these assets.
(i) Leased assets
Where assets are financed by lease agreements that give rights approximating to ownership (finance leases), the assets are
capitalised under property, plant and equipment as if they had been purchased outright at the values equivalent to the
present values of total rental payable during the periods of the leases and the corresponding lease commitments are
included under liabilities.
Lease payments are treated as consisting of capital and interest elements and the interests are charged to the profit and loss
account.
Depreciation on the relevant assets is charged to profit and loss account on the basis outlined in paragraph 2(h).
Annual rental on operating leases is charged to the profit and loss account.
33
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
2. Summary of significant accounting policies (cont’d)
(j) Long term receivables
Long term receivables are stated at cost and provision is made for any impairment in values.
(k) Stocks
Stocks held for resale are stated at the lower of cost and net realisable value. Cost is arrived at on the first-in, first-out basis.
Net realisable value represents the estimated selling price less anticipated cost of disposal and after making allowance for
damaged, obsolete and slow-moving items.
(l) Trade and other receivables
Trade and other receivables are recognised and carried at original invoiced amount less an allowance for any un-collectible
amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are
written off as incurred.
Receivables from subsidiary companies and related parties are recognised and carried at cost less an allowance for any
un-collectible amounts.
(m) Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments readily
convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
Cash on hand and in banks and short-term deposits which are held to maturity are carried at costs.
For the purpose of the cash flows statement, cash and cash equivalents consist of fixed deposits, cash balances, bank balances
and bank overdrafts.
(n) Trade and other payables
Trade and other amounts payable are carried at cost, which is the fair value of consideration to be paid in the future for goods
and services received, whether or not billed to the Group.
Payables to subsidiary companies and related parties are carried at cost.
(o) Loans and borrowings
All loans and borrowings are recognised at cost, being the fair value of the consideration received and including acquisition
charges associated with the borrowings/loans.
(p) Deferred taxation
Deferred taxation is accounted for under the liability method whereby the tax charge for the year is based on the disclosed
book profit after adjusting for all permanent differences. The amount of taxation deferred on account of all timing differences
is reflected in the deferred taxation account. Deferred tax benefits are not recognised unless there is reasonable expectation of
their realisation.
34
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
2. Summary of significant accounting policies (cont’d)
(q) Foreign currencies
Transactions arising in foreign currencies during the year are converted at rates closely approximating those ruling on the
transaction dates. Foreign currency monetary assets and liabilities are translated into local currency at exchange rates ruling at
the balance sheet date. All exchange differences arising from conversion are included in the profit and loss account.
For inclusion in the consolidated financial statements, all assets and liabilities of foreign subsidiary companies are translated
into Singapore dollars at the exchange rates ruling at the balance sheet date and the results of foreign subsidiary companies are
translated into Singapore dollars at the average monthly exchange rates. Exchange differences due to such currency translations
are dealt with through the Group’s foreign currency translation reserve.
(r) Revenue recognition
Revenue from sale of goods is recognised upon passage of title to the customers, which generally coincides with their delivery
and acceptance.
Revenue from commission and management fees are recognised on accrual basis.
Dividend income is recorded gross in the profit and loss account in the accounting period in which the subsidiary and investee
companies declare a dividend payable.
(s) Employee benefits
The Company has in place the Achieva Limited Share Option Scheme for the granting of share options to eligible employees of
the Group to subscribe for ordinary shares in the Company. There is no charge to the profit and loss statement upon the grant
or exercise of the options as the exercise price approximates the market value of the shares at the date of grant. Details of the
Scheme are disclosed in Note 26 to the financial statements.
Defined contribution plan
As required by law, the companies in Singapore make contributions to the state pension scheme, the Central Provident Fund
(CPF). Certain of the Group’s companies outside Singapore make contributions to their respective countries’ pension scheme.
Such contributions are recognised as compensation expenses in the same period as the employment that gives rise to the
contributions.
Employee entitlements
Liabilities for annual leave are recognised and are measured as the amount unpaid at the balance sheet date at current pay rates
in respect of employee’s services up to that date.
Employee entitlements expected to be settled within one year together with entitlement arising from wages and salaries,
annual leave and sick leave which will be settled after one year, have been measured at their nominal amount. Other employee
entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be
made for those entitlements.
35
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
2. Summary of significant accounting policies (cont’d)
(t) Government grants
Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with.
Income-related grants are credited to the profit and loss account over the periods necessary to match them on a systematic
basis to the costs that are intended to compensate.
Asset-related grants are accounted at the deducted fair value in arriving at the carrying amount of the related assets.
(u) Borrowing costs
Borrowing costs are charged to the profit and loss account when incurred.
3. RevenueRevenue of the Company represents management fee income and dividend income. Revenue of the Group represents the invoiced
value of goods supplied and services rendered to customers less returns and discounts, and sales commission income.
Transactions within the Group have been excluded in the Group’s revenue.
Group Company2001 2000 2001 2000
$’000 $’000 $’000 $’000
Sale of goods 481,866 338,922 – –
Commission income 378 1,097 – –
Management fees – – 961 965
Dividend income – – 1,949 7,641
482,244 340,019 2,910 8,606
36
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
4. Other revenueGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Interest income:
- bank 571 492 73 94
- subsidiary companies – – 1,266 892
Marketing fees received 903 693 – –
Management fees received 23 – – –
Rental income 51 41 172 112
Write-back of provision for stock obsolescence 36 27 – –
Gain on disposal of property, plant and equipment 87 – – –
Write-back of provision for doubtful debts 26 – – –
Bad debts recovered 94 9 – –
Government grants 269 – – –
Gain on disposal of a subsidiary company 155 – – –
Other miscellaneous income 121 69 14 –
2,336 1,331 1,525 1,098
5. Other operating expensesGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Provision for stock obsolescence 476 319 – –
Stocks written off 128 364 – –
Provision for doubtful debts
- trade 524 683 – –
- non-trade 23 24 – –
Provision for impairment in value of
investment in a subsidiary company – – 1,886 438
Provision for amount due from a subsidiary company – – 2,153 162
Bad debts written off 127 183 – –
Amortisation of goodwill 414 35 – –
Investment written off – 26 – 26
Provision for impairment in value of freehold property 457 – 457 –
2,149 1,634 4,496 626
37
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
6. Profit/(loss) from operating activitiesGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Profit/(loss) from operating activities is stated after
charging/(crediting):
Auditors’ remuneration:
- auditors of the Group
- current year 123 142 45 45
- (over)/underprovision in prior year (1) 40 5 24
- others 34 31 – –
Depreciation 1,160 628 322 69
Directors’ emoluments:
- CPF 215 153 64 24
- salaries, bonus and other costs 3,257 4,733 1,048 573
Staff cost (excluding Executive Directors):
- CPF and other defined contributions 974 391 80 41
- salaries, bonus and other costs 7,569 6,470 754 547
Property, plant and equipment written off 53 155 – 36
Rental expenses 826 624 166 102
7. Financial expenses/(gain), netGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Bank charges 667 104 1 2
Interest expense
- trust receipts 1,690 1,616 – –
- overdraft interest – – 1 –
- term loan 15 46 – 31
- hire purchase 33 15 10 –
- subsidiary companies – – 184 219
Net exchange (gain)/loss (974) 1,252 (364) (62)
1,431 3,033 (168) 190
38
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
8. TaxationGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Provision for taxation in respect of profit for the year:
- current taxation 2,370 3,485 384 1,999
- deferred taxation 430 151 192 32
(Over)/under provision in respect of previous year (78) 58 – 50
2,722 3,694 576 2,081
The taxation charge for the Company arose because of certain non-deductible expenses.
The taxation charge for the Group differs from the amount determined by applying the Singapore income tax rate of 24.5%
(2000: 25.5%) to the pre-tax profits because of certain non-deductible expenses, losses incurred by certain subsidiary companies
which cannot be offset against profits by other subsidiary companies, partially offset by the utilisation of unabsorbed tax losses by
certain subsidiary companies.
Certain subsidiary companies have estimated tax losses amounting to approximately $4,284,000 (2000: $1,466,000) and unutilised
capital allowances of approximately $288,000 (2000: $203,000) available for set-off against future taxable income, subject to agreement
with the relevant authorities.
9. Earnings per shareBasic earnings per share are calculated by dividing the net profit for the year attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).
39
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
9. Earnings per share (cont’d)
The following reflects the income and share data used in the basic and diluted earnings per share computations for the years ended
31 December:
Group2001 2000
$’000 $’000
Group earnings used for the calculation of EPS:
Profit for the financial year 3,917 8,851
Number of shares used for the calculation of EPS:Number of shares
(In thousands)
Basic EPS:
Weighted average number of ordinary shares in issue during the year 425,442 371,148
Effect of dilutive securities:
Share options 1,161 724
Adjusted weighted average number of shares applicable to diluted earnings per share 426,603 371,872
There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the
completion of these financial statements.
10. DividendGroup and Company
2001 2000$’000 $’000
Final dividend in respect of the previous financial year of 0.20 cents
per ordinary share less 24.5% tax (2000: nil) 625 –
40
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
11. Property, plant and equipmentOffice equipment,
computer, furniture Motor Freehold Machinery and fittings vehicles Renovation property Shop lot and tools Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Group
Cost:
As at 1 January 2001 2,639 382 717 1,228 292 65 5,323
Currency realignment 62 7 2 – 19 1 91
Additions 1,763 621 372 – – – 2,756
Disposals/written off (635) (59) (245) – (311) (9) (1,259)
Disposal of a subsidiary company (21) – – – – – (21)
Reclassifications 30 – (30) – – – –
Impairment loss – – – (457) – – (457)
As at 31 December 2001 3,838 951 816 771 – 57 6,433
Accumulated depreciation:
As at 1 January 2001 1,394 139 131 61 13 21 1,759
Currency realignment 51 6 1 – 1 – 59
Charge for the year 791 150 189 11 3 16 1,160
Disposals/written off (378) (38) (40) – (17) (2) (475)
Disposal of a subsidiary company (9) – – – – – (9)
As at 31 December 2001 1,849 257 281 72 – 35 2,494
Charge for 31 December 2000 468 68 56 12 3 21 628
Net book value:
As at 31 December 2001 1,989 694 535 699 – 22 3,939
As at 31 December 2000 1,245 243 586 1,167 279 44 3,564
41
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
11. Property, plant and equipment (cont’d)
Office equipment,computer, furniture Motor Freehold
and fittings vehicles Renovation property Total$’000 $’000 $’000 $’000 $’000
Company
Cost:
As at 1 January 2001 475 – 333 1,228 2,036
Additions 563 420 23 – 1,006
Disposals/written off (204) – (202) – (406)
Reclassifications 30 – (30) – –
Impairment loss – – – (457) (457)
As at 31 December 2001 864 420 124 771 2,179
Accumulated depreciation:
As at 1 January 2001 224 – 38 61 323
Charge for the year 198 72 41 11 322
Disposals/written off (173) – (39) – (212)
As at 31 December 2001 249 72 40 72 433
Charge for 31 December 2000 52 – 5 12 69
Net book value:
As at 31 December 2001 615 348 84 699 1,746
As at 31 December 2000 251 – 295 1,167 1,713
42
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
11. Property, plant and equipment (cont’d)Group
2001 2000$’000 $’000
(a) Net book value of motor vehicles and office
equipment includes assets under finance leases 502 143
(b) The Group’s property as at 31 December 2001 is:
Description Location Tenure/area
Flatted factory unit 37 Kallang Pudding Road Freehold
#09-03 Tong Lee Building
Blk B, Singapore 349314 Built-in area: 2,820 sq ft
(c) The impairment loss represents the write down of the company’s freehold property to its recoverable amount. The recoverable
amount is based on an independent valuation carried out by GSK Valuers & Property Consultants Private Limited. The valuation
has been carried out on the basis of open market valuation.
12. Investment in subsidiary companiesCompany
2001 2000$’000 $’000
Balance as at 1 January 9,238 5,003
Purchase of additional shares in a subsidiary company 6,150 –
Incorporation of a subsidiary company – 7,004
Distribution from pre-acquisition reserve – (2,769)
Balance as at 31 December 15,388 9,238
Provision for impairment in value of investment (2,324) (438)
13,064 8,800
Analysis of provision for impairment in value of investment:
Balance at beginning of financial year 438 –
Charge to profit and loss account 1,886 438
Balance at end of financial year 2,324 438
43
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
12. Investment in subsidiary companies (cont’d)
The subsidiary companies as at 31 December are:
Name of company Percentage(Country of Principal activities Cost of investment of equity heldincorporation) (place of business) to Company by the Group
2001 2000 2001 2000$’000 $’000 % %
Held by Achieva Limited
Achieva Electronics Distributor and commission agent of 500 500 100 100
Pte Ltd electronic inter-connectivity devices and
(Singapore) structured cabling and premise wiring
(Singapore)
Achieva Components Distributor and manufacturers’ 800 800 100 100
Pte Ltd representative of electronic
(Singapore) components and related products
(Singapore)
Achieva Technology Distributor of information 6,650 500 100 100
Pte Ltd technology computer peripherals,
(Singapore) components and software
(Singapore)
@ Stacks Holdings Investment holding, rental of 4,384 38 100 100
Sdn. Bhd. properties and general trading
(Malaysia) (Malaysia)
Achieva Investments Pte Ltd Investment holding 7,000 7,000 100 100
(Singapore) (Singapore)
15,388 9,238
Held through Achieva Electronics Pte Ltd
@ Achieva Electronics Distributor and commission agent – – 100 100
Sdn. Bhd. of electronic inter-connectivity devices
(Malaysia) and structured cabling products
(Malaysia)
* Achieva China Ltd Distributor and commission agent – – 60 60
(Hong Kong) of inter-connectivity devices and
structured cabling
(Hong Kong)
44
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
12. Investment in subsidiary companies (cont’d)
Name of company Percentage(Country of Principal activities Cost of investment of equity heldincorporation) (place of business) to Company by the Group
2001 2000 2001 2000$’000 $’000 % %
Held through Achieva Components Pte Ltd
@ Achieva Components Distributor and manufacturers’ – – 100 100
Sdn. Bhd. representative of electronic components
(Malaysia)
+ Achieva Components Importers and exporters of electronic – – 100 –
(India) Private Limited components and related products
(Singapore) (Singapore)
Held through Achieva Technology Pte Ltd
* Achieva Technology Distribution of information technology – – 100 100
Sdn. Bhd. computer peripherals parts, software
(Malaysia) and related products
(Malaysia)
Achieva Technology Distribution of information technology – – 100 51
East Asia Pte Ltd computer peripherals parts, software
(Singapore) and related products
(Singapore)
Achieva Technology Distribution of information technology – – 100 51
Australia Pte Ltd computer peripherals parts, software
(Singapore) and related products
(Singapore)
Achieva Technology Distribution of information technology – – 100 100
Philippines Pte Ltd computer peripherals parts, software
(Singapore) and related products
(Singapore)
Achieva Technology Distribution of information technology – – 100 100
Indonesia Pte Ltd computer peripherals parts, software
(formerly known as Achieva and related products
Technology Service Centre Pte Ltd) (Singapore)
(Singapore)
+@ Achieva Technology Distribution of information technology – – 51 –
China Limited computer peripherals, components
(Hong Kong) and software
(Hong Kong)
45
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
12. Investment in subsidiary companies (cont’d)
Name of company Percentage(Country of Principal activities Cost of investment of equity heldincorporation) (place of business) to Company by the Group
2001 2000 2001 2000$’000 $’000 % %
Held through Achieva Technology Sdn. Bhd.
* Achieva Service Centre Provide contract, repairs and maintenance – – 80 80
Sdn. Bhd. services of information technology
(Malaysia) systems and personal computers
(Malaysia)
Held through Achieva Technology Australia Pte Ltd
@ Achieva Technology Distributor of information technology – – 100 51
Australia Pty Ltd computer peripherals parts, software
(Australia) and related products
(Australia)
Held through Stacks Holdings Sdn. Bhd.
@ Stacks Technology Distribution of data networking products – – 100 100
Sdn. Bhd. and planning, configuration and
(Malaysia) installation of data networking systems
(Malaysia)
@ Mangrove Networks Distribution of data networking products – – 100 100
Sdn. Bhd. and providing contract maintenance
(Malaysia) services for data networking systems
(Malaysia)
@ Stacks Systems Trading in computer hardware and – – 100 100
Sdn. Bhd. software and all its related products
(Malaysia) and services
(Malaysia)
46
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
12. Investment in subsidiary companies (cont’d)
Name of company Percentage(Country of Principal activities Cost of investment of equity heldincorporation) (place of business) to Company by the Group
2001 2000 2001 2000$’000 $’000 % %
Held through Achieva Investments Pte Ltd
# Achieva-Tai Sol Distribution of CPU cooling solutions – – – 60
Technologies Pte Ltd (Singapore)
(Singapore)
Nano Storage Pte Ltd Development, marketing and support – – 65 65
(Singapore) of products for digital multimedia and
controller silicon needed to operate
digital multimedia storage
(Singapore)
Newtech Electronics Importers and exporters of all types of – – 100 100
Pte Ltd mechanical, electrical and electronic
(Singapore) machines, components and goods
(Singapore)
+@ Achieva Components Distributor of all types of, mechanical, – – 100 –
China Limited electrical and electronics components
(Hongkong) and goods
(Hong Kong)
* Audited by associated firms of Ernst & Young, Singapore
@ Audited by other firms
# Disposed during the year
+ Financial statements for the period ended 31 December 2001 are not required to be audited in the country of incorporation.
47
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
13. Investment in associated companyGroup
2001 2000$’000 $’000
Unquoted shares, at cost 254 128Share of post-acquisition losses (115) (31)
139 97
Details of the associated company are as follows:-
Name of company Principal activities Percentage of equity(Country of incorporation) (place of business) held by the Group
2001 2000% %
Dexcel Electronics Designs Design centre to provide design and 25 25Private Limited other consultancy services(India) (India)
14. Long term receivableGroup
2001 2000$’000 $’000
Due within 12 months (included in other debtors) 124 –
Due after 12 months 871 868
995 868
Long term receivable relates to a convertible note, which may be converted into preferred stock and warrants of the borrower, in
accordance with the terms of the note. It bears interest at 7% per annum and is receivable over eight quarterly instalments from
December 2002.
15. GoodwillGroup
2001 2000$’000 $’000
Cost
At 1 January 657 –
Acquisition of subsidiary companies 4,248 657
At 31 December 4,905 657
Accumulated amortisation
At 1 January 35 –
Amortisation for the year 414 35
At 31 December 449 35
Net carrying amount
At 31 December 4,456 622
48
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
16. StocksGroup
2001 2000$’000 $’000
Stocks are stated after deducting provision for stock obsolescence of 715 379
Analysis of provision for stock obsolescence:
Balance at beginning of year 379 108
Currency realignment 9 (1)
Charge to profit and loss account 476 319
Written back to profit and loss account (36) (27)
Stocks written off against provision (113) (20)
Balance at end of year 715 379
Stocks written off directly to profit and loss account 128 364
17. Trade debtorsGroup
2001 2000$’000 $’000
Trade debtors are stated after deducting provision for doubtful debts of 1,171 755
Analysis of provision for doubtful debts:
Balance at beginning of year 755 384
Currency realignment 19 (4)
Charge to profit and loss account 524 683
Written back to profit and loss account (26) –
Bad debts written off against provision (101) (308)
Balance at end of year 1,171 755
Bad debts written off directly to profit and loss account 127 183
49
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
18. Other debtorsGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Deposits 197 616 52 430Prepayments 98 113 16 11Tax recoverable 85 139 85 –Others 7,518 4,649 35 84
7,898 5,517 188 525
Other debtors are stated afterdeducting provision for doubtful debts of 23 26 – –
Analysis of provision for doubtful debts:
Balance at beginning of year 26 2 – –Charge to profit and loss account 23 24 – –Bad debts written off against provision (26) – – –
Balance at end of year 23 26 – –
19. Amounts due from/(to) subsidiary companiesCompany
2001 2000$’000 $’000
Amounts receivable:
- trade 114 31- non-trade 30,769 27,969
Amounts payable:
- non-trade (26) (917)
30,857 27,083Provision for doubtful debts (2,153) (162)
Amounts due from subsidiary companies 28,704 26,921
Analysis of provision for doubtful debts:
Balance at beginning of year 162 –Bad debts written off against provision (162) –Charge to profit and loss account 2,153 162
Balance at end of year 2,153 162
Amounts receivable:
- trade 418 21- non-trade 523 2,328
Amounts payable:
- non-trade (6,734) (7,212)
Amounts due to subsidiary companies (5,793) (4,863)
50
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
19. Amounts due from/(to) subsidiary companies (cont’d)
Trade amounts receivable and payable from/(to) subsidiary companies are interest-free, unsecured and have no fixed terms of repayment.
Non-trade amounts receivable from subsidiary companies are unsecured, have no fixed terms of repayment and bear interest at SIBOR
rate plus 2/3 of the difference between trust receipt interest rate and SIBOR rate for U.S. dollar denominated loans and deposit rate
plus 2/3 of the difference between prime rate and deposit rate for Singapore dollar denominated loans.
Non-trade amounts payable to subsidiary companies are unsecured, have no fixed terms of repayment and bear interest at SIBOR rate
plus 1/3 of the difference between trust receipt interest rate and SIBOR rate for U.S. dollar denominated loans and deposit rate plus
1/3 of the difference between prime rate and deposit rate for Singapore dollar denominated loans.
20. Amounts due from/(to) related parties
The amounts due from related parties are unsecured, interest-free and are repayable on demand.
The amount due to a related party is unsecured, has no fixed terms of repayment and bears interest at 10% per annum.
The related parties refer to companies in which a Director of the Company is a common director and a substantial shareholder.
21. Fixed deposits
Fixed deposits of the Group amounting to $485,000 (2000: $222,000) has been pledged to banks as security for the use of banks’ facilities.
22. Amounts due to bankers, unsecuredGroup
2001 2000$’000 $’000
Trust receipts 18,357 16,630
Overdrafts – 34
18,357 16,664
23. Term loansGroup
2001 2000$’000 $’000
Due within 12 months – 21
Due after 12 months – 134
– 155
The Group’s term loan is secured on the Group’s shop lot and the joint and several guarantees of the subsidiary’s directors of which
certain directors are also Directors of the Company. The loan is repayable over 10 years and bears interest at between 1% to 1.7% per
annum above the bank’s base lending rate.
The term loan was fully repaid during the financial year.
51
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
24. Obligations under finance lease contractsThe Group and Company lease motor vehicles and office equipment under non-cancellable lease arrangements. Future minimum
lease payments under finance leases together with the present value of the net minimum lease payments are as follows:-
Present PresentMinimum value of Minimum value ofpayments payments payments payments
2001 2001 2000 2000$’000 $’000 $’000 $’000
Group
Within one year 150 129 41 34
After one year but not more than five years 414 362 71 51
Total minimum lease payments 564 491 112 85
Less amounts representing finance charges (73) – (27) –
Present value of minimum lease payments 491 491 85 85
Company
Within one year 95 84 – –
After one year but not more than five years 296 262 – –
Total minimum lease payments 391 346 – –
Less amounts representing finance charges (45) – – –
Present value of minimum lease payments 346 346 – –
25. Deferred taxationGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Balance at beginning of year 156 5 32 –
Provided during the year 430 151 192 32
Balance at end of year 586 156 224 32
Deferred taxation arises as a result of:
Excess of net book value over tax written down
value of property, plant and equipment 196 27 147 17
Other timing differences 390 129 77 15
586 156 224 32
52
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
26. Share capitalCompany
2001 2000$’000 $’000
Authorised:
Balance at beginning of year
600,000,000 ordinary shares of $0.05 each
(2000: 30,000,000 ordinary shares of $1.00 each) 30,000 30,000
Sub-division of 30,000,000 ordinary shares of
$1.00 each to 600,000,000 ordinary shares
of $0.05 each during 2000 – –
Balance at end of year
60,000,000 ordinary shares of $0.05 each 30,000 30,000
Issued and fully paid:
Balance at beginning of year
414,147,740 ordinary shares of $0.05 each
(2000: 10,178,077 ordinary shares of $1.00 each) 20,707 10,178
Bonus issue of nil (2000: 5,352,310)
ordinary shares of $1.00 each – 5,352
Sub-division of 15,530,387 ordinary shares of $1.00 each
to 310,607,740 ordinary shares of $0.05 each during 2000 – –
Issue of 33,245,436 ordinary shares of $0.05 each at $0.185 per share
(2000: 103,540,000 ordinary shares of $ 0.05 each comprising
95,286,000 shares at $0.22 per share and 8,254,000 shares
at $0.20 per share) 1,662 5,177
Balance at end of year
447,393,176 (2000: 414,147,740 ) ordinary shares of $0.05 each 22,369 20,707
The Achieva Share Options Scheme (SOS) grants options to the Non-Executive Directors and employees of the Group. Options are
granted for terms of 10 years to purchase the shares of the Company at an exercise price of $0.1547. The options are exercisable
beginning on the first anniversary from the date the options are granted.
The Achieva Share Option Agreement (SOA) grants options to 10 selected employees of the Group. The employees may exercise the
options to subscribe for not more than 40% of the shares under such options on or after the date falling 2 years from 1 June 2000 and
may exercise the options to subscribe for the remaining shares on or after the date falling 3 years from 1 June 2000 provided the
exercising employee remains an employee on that date of exercise. No options should be exercisable after 31 May 2004.
53
(In Singapore dollars)
Notes to the Financial StatementsAchieva Limited
26. Share capital (cont’d)
Information with respect to the number of options granted under the SOS and SOA is as follows:
CompanySOS SOA
2001 2000 2001 2000
Outstanding as at 1 January – – 1,800,000 –
Granted on 19/5/2000 – – – 1,800,000
Granted on 18/10/2001 13,806,003 – – –
Exercised – – – –
Cancelled – – – –
Outstanding as at 31 December 13,806,003 – 1,800,000 1,800,000
None of the share options are exercisable.
Details of share options granted during the financial year:
Expiry date 18.10.2011
Exercise price $0.1547
Aggregate proceeds if shares are issued ($’000) 2,136
27. ReservesGroup Company
2001 2000 2001 2000$’000 $’000 $’000 $’000
Share premium 20,668 16,180 20,668 16,180
Capital reserve 502 502 – –
Accumulated profits/(losses) 14,974 11,682 (2,955) 820
Foreign currency translation reserve (238) (292) – –
Total reserves 35,906 28,072 17,713 17,000
54
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
28. Cash and cash equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprise the following balance sheet amounts:
Group2001 2000
$’000 $’000
Fixed deposits 18,697 10,683
Cash and bank balances 11,442 9,942
Bank overdrafts (note 22) – (34)
30,139 20,591
29. Related party transactionsIn addition to the related party information disclosed elsewhere in the financial statements, significant related party transactions
entered into by the Group and the Company on terms agreed between the parties were as follows:
Group Company2001 2000 2001 2000$’000 $’000 $’000 $’000
Related parties
Sales (56,343) – – –
Purchases 3 – – –
Rental expense 25 96 – –
Marketing fees received (126) – – –
Management fee 210 – – –
Professional fee paid – 39 – –
Administrative fee paid – 2 – –
Subsidiary companies
Rental expense – – – 94
Rental income – – (134) (75)
Professional fee paid – – – 39
Marketing fees received – – – (134)
The related parties refer to companies in which a Director of the Company is a common director and a substantial shareholder and a
firm in which a Director of the Company is a partner.
55
Notes to the Financial StatementsAchieva Limited
30. CommitmentsGroup
2001 2000$’000 $’000
Future capital expenditure:
Commitments in respect of contracts placed:
- for purchase of plant and equipment – 156
- for investment – 982
– 1,138
Other commitments:
Commitments in respect of forward contracts placed 4,600 14,300
4,600 15,438
The Group’s exposure to net unrealised exchange losses on the above forward contracts which has not been recognised in the Group’s
financial statements amounted to $10,000 (2000: $282,000).
31. Financial Instruments
Financial risk management objectives and policies
The main risks faced by the Group are foreign currency risks, interest rate risks and credit risks that arise through its normal operations.
Foreign currency risks
Foreign currency risk arises from a change in foreign currency exchange rate, which is expected to have adverse effect on the Group in
the current reporting period and in future years. The Group operates within the Asia Pacific region and companies within the Group
maintain their books and records in their respective functional currencies. The Group’s accounting policy is to translate the
profits/losses of overseas companies using the monthly average exchange rates. Net assets denominated in foreign currencies and
held at the year end are translated into Singapore dollars, the Group’s reporting currency, at year end exchange rates. Fluctuations in
the exchange rate between the functional currencies and Singapore dollars will therefore have an impact on the Group. It is the
Group’s policy not to hedge exposures arising from such translations.
The Group and Company are exposed to the volatility in the foreign currency cash flows from sales and purchases denominated in
foreign currencies, primarily in USD. The Group and Company rely on natural hedging as a risk management tool.
The Group’s subsidiary company in Australia uses foreign currency forward exchange contracts with settlement period within one
month to manage foreign currency exposures arising from normal trading activities. The outstanding forward exchange contracts are
disclosed in Note 30 to the financial statements.
(In Singapore dollars)
56
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
31. Financial Instruments (cont’d)
Interest rate risks
Interest rate risk is the risk that changes in interest rates will have an adverse financial effect on the Group’s financial conditions
and/or results. The primary source of the Group’s interest rate risk is its borrowings from banks and other financial institutions
in Singapore.
The Group does not hedge interest rate risks. The Group ensures that it obtains borrowings at competitive interest rates under the
most favourable terms and conditions.
Credit risks
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. It is the Group’s policy to enter into transactions with a diversity of credit-worthy counterparties to mitigate
any significant concentration of credit risk. The Group and Company ensure that sales of products and services are made to
customers with appropriate credit history and have internal mechanisms to monitor the granting of credit and management of
credit exposures. The Group and Company have made provisions for potential losses on credits extended. The Group’s and Company’s
maximum exposure to credit risk in the event the counterparties fail to perform their obligations in relation to each class of
recognised financial assets is the carrying amounts of those assets as indicated in the balance sheet. The Group and Company have
no significant concentration of credit risk.
Fair value of financial assets and financial liabilities
The carrying amount of the long term receivable approximates its fair value which is equivalent to its net present value based on the
lending rate of 7%.
The carrying amounts of trade and other receivables, cash, trade and other payables and short-term loans approximate their fair
values due to their short-term nature.
57
Notes to the Financial StatementsAchieva Limited
(In Singapore dollars)
32. Group segment informationBusiness segments: for management purposes, the Group is organised into four major sub-groups. The sub-groups are the basis on
which the Group reports its primary segment information. Revenue of the other segment relates to that of the Company and represents
principally management fee income and dividend income from the sub-groups, which had been eliminated on a group basis. Financial
information about business segments is presented as follows:
PC peripherals, Data networkingparts and Electronic products Strategicsoftware components and services Technologies Others Consolidated Eliminations
2001 2000 2001 2000 2001 2000 2001 2000 2001 2000 2001 2000 2001 2000$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Revenue
External revenue 406,479 275,046 73,239 60,696 2,508 4,277 18 – – – – – 482,244 340,019Intersegment
revenue 2 25 23 32 – – – – 2,910 8,606 (2,935) (8,663) – –
Total 406,481 275,071 73,262 60,728 2,508 4,277 18 – 2,910 8,606 (2,935) (8,663) 482,244 340,019
Result
Segment result 3,403 7,705 6,680 8,140 88 (462) (1,385) – (3,717) 7,029 2,090 (7,613) 7,159 14,799
Interest expense (1,738) (1,677)
Interest income 571 492
Profit beforetaxation 5,992 13,614
Share of associatedcompany’sloss (84) (31)
Taxation (2,722) (3,694)Minority interest 731 (1,038)
Profit for the financial year 3,917 8,851
Segment assets 69,987 91,262 34,279 31,555 934 1,803 728 – 46,908 43,537 (47,642) (41,737) 105,194 126,420Investment in
associatedcompany 139 97
Unallocated assets 84 139
Total assets 105,417 126,656
Segment liabilities 31,536 60,004 10,426 10,435 340 3,601 441 – 6,342 5,689 (5,873) (8,602) 43,212 71,127Unallocated
liabilities 3,804 3,966
Total liabilities 47,016 75,093
Other information:Capital expenditure 891 252 401 1,131 13 40 444 – 1,007 540 – – 2,756 1,963Depreciation 444 374 227 135 37 50 129 – 323 69 – – 1,160 628Amortisation
of goodwill 283 – 131 35 – – – – – – – – 414 35Impairment loss – – – – – – – – 457 – – – 457 –
58
32. Group segment information (cont’d)
Geographical segments: although the sub-groups manage the Group, they operate in eight principal countries. Each company in
the Group is classified by the key market(s) that each was set up to serve, irrespective of its country of incorporation or operations.
The markets are defined by reference to the billing address rather than the shipping destination of goods.
An analysis of geographical segment information is as follows:
Revenue Segment assets Capital expenditure2001 2000 2001 2000 2001 2000
$’000 $’000 $’000 $’000 $’000 $’000
Singapore 110,779 96,653 59,756 59,009 2,285 1,690
Malaysia 108,422 96,927 16,078 27,2 1 3 75 1 1 4
Australia 109,850 92,948 15,651 20,542 232 159
Vietnam 22,571 32,644 8,588 16,034 – –
PRC (including Hong Kong) 85,897 4,831 15 79 – –
Philippines 16,203 9,068 2,225 2,434 102 –
Indonesia 19,383 6,948 3,104 1,345 62 –
India 9,139 – – – – –
Total 482,244 340,019 105,417 126,656 2,756 1,963
35. Additional information required by the SGX-ST
The number of Directors of the Company whose emoluments fall within the following bands:
2001 2000
Non- Non-Executive Executive Executive Executivedirectors directors Total directors directors Total
$500,000 and above 2 – 2 1 – 1
$250,000 to $499,999 3 – 3 3 – 3
Below $250,000 1 2 3 1 2 3
6 2 8 5 2 7
36. Subsequent eventsOn 4 March 2002, Achieva Components Pte Ltd entered into a joint venture agreement with Tecnomic Marketing Service Private
Limited (“Tecnomic”) to operate Achieva Components (India) Private Limited (“AC India”). As at 31 December 2001, AC India is a wholly
owned subsidiary of Achieva Components Pte Ltd.
Pursuant to the agreement, AC India will increase its issued share capital from $2 divided into 2 ordinary shares of $1 each to $300,000
divided into 300,000 ordinary shares of $1 each. Achieva Components Pte Ltd and Tecnomic will own 65% and 35% respectively of the
enlarged share capital of AC India.
37. Comparative figuresCertain comparative amounts have been reclassified to conform with current year’s presentation.
Notes to the Financial Statements Achieva Limited
(In Singapore dollars)
59
Shareholding Statisticsas at 17 April 2002
Achieva Limited
Distribution of Shareholdings
Size of Shareholdings No. of Shareholders % No. of Shares %
1 – 1,000 356 9.79 356,000 0.08
1,001 – 10,000 1,839 50.58 10,531,000 2.35
10,001 – 1,000,000 1,418 39.00 82,852,450 18.52
1,000,001 and above 23 0.63 353,653,726 79.05
Total 3,636 100.00 447,393,176 100.00
Twenty Largest Shareholders
No. Name No. of Shares %
1 Citibank Nominees Singapore Pte Ltd 201,406,641 45.02
2 Christopher Ng Chee Seng 30,232,1 1 6 6.76
3 Huang Ting-Chu @ Tim Huang 22,237,826 4.97
4 Grand Folk Limited 15,886,011 3.55
5 Gui Yock Meng 13 ,002,752 2.9 1
6 Lo Ju Jie 12 ,805,815 2.86
7 Citibank Consumer Nominees Pte Ltd 1 1 ,498,034 2.57
8 Tan Phuan Lam 6,852,756 1 .53
9 Soh Kim Yong 5,1 57,000 1 . 1 5
10 OCBC Securities Private Ltd 4,440,000 0.99
11 Phillip Securities Pte Ltd 3,592,000 0.80
12 United Overseas Bank Nominees Pte Ltd 3,353,000 0.75
13 DBS Nominees Pte Ltd 3,195,000 0.7 1
14 Cheng Chee Khon 3,188,546 0.7 1
15 Kim Eng Ong Asia Securities Pte Ltd 2,7 19,740 0.61
16 Oh Chon Seng 2,345,489 0.52
17 DBS Vickers Securities (S) Pte Ltd 2,260,000 0. 5 1
18 Oversea-Chinese Bank Nominees Pte Ltd 2,1 72,000 0.49
19 Goh Lik Tuan 1,985,000 0.44
20 UOB Kay Hian Pte Ltd 1,945,000 0.43
Total 350,274,726 78.28
Substantial Shareholders
No. Name No. of Shares %
1 Henry Lim Yong Choon 106,412,009 23.78
2 William Pok Tam Soon 36,305,064 8 .1 1
3 Christopher Ng Chee Seng 30,232,1 1 6 6.76
4 Mark Soh Eng Kuang 22,746,825 5.08
60
Notice of Annual General Meeting Achieva Limited
Notice is hereby given that the Eighth Annual General Meeting of Achieva Limited will be held at 240 MacPherson Road, #02-02/03/04
Pines Industrial Building, Singapore 348574 on Friday, 31 May 2002 at 10.00 a.m. for the following business :-
Ordinary Business1. To receive and adopt the Directors’ Report and Audited Accounts for the year ended 31 December 2001. (Resolution 1)
2. To approve the payment of Directors’ Fees. (Resolution 2)
3. To re-elect Mr. Lew Syn Pau as a Director retiring under Article 110 of the Articles of Association of the Company. (Resolution 3)
4. To re-elect Mr. William Pok Tam Soon as a Director retiring under Article 110 of the Articles of Association of the Company.
(Resolution 4)
5. To re-elect Mr. Allan Yong Heng Chong as a Director retiring under Article 120 of the Articles of Association of the Company.
(Resolution 5)
6. To reappoint Messrs Ernst & Young as Auditors of the Company and authorise the Directors to fix their remuneration. (Resolution 6)
Special Business
To consider and, if thought fit, to pass the following Resolutions with or without any modification as Ordinary Resolutions :
7(a). “That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be and are hereby authorised to issue and allot (including the
issue and allotment of shares pursuant to offers, agreements or options made or granted by the Company while this authority remains
in force) or otherwise dispose of shares in the Company (including making and granting offers, agreements and options which would or
which might require shares to be issued, allotted or otherwise disposed of) at any time, whether during the continuance of such
authority or thereafter, to such persons, upon such terms and conditions and for such purposes as the Directors may in their absolute
discretion deem fit without first offering such shares to the members of the Company provided that the aggregate number of shares to
be issued pursuant to this Resolution shall not exceed fifty (50) per cent. of the issued share capital of the Company for the time being,
and provided further that where members of the Company with registered addresses in Singapore are not given an opportunity to
participate in the same on a pro-rata basis, then the shares to be issued under such circumstances shall not exceed twenty (20) per cent.
of the issued share capital of the Company for the time being.” (Resolution 7)
7(b). “That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to the Directors to exercise full powers of the
Company to allot, issue or otherwise dispose of shares in the Company pursuant to the exercise of options granted in connection with or
pursuant to the terms and conditions of the Achieva Share Option Agreement dated 19 May 2000 entered into between the Company and
10 selected employees of the Company and its subsidiaries approved by Shareholders of the Company (“Shareholders”) in general meeting
on 19 May 2000 and as may be amended from time to time (the “2000 Agreement”) (notwithstanding that such allotment and issue may
occur after the conclusion of the next or any ensuing annual general meeting of the Company).” (Resolution 8)
61
Notice of Annual General MeetingAchieva Limited
7(c). “That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to the Directors to exercise full powers of
the Company to issue, allot or otherwise dispose of shares in the Company pursuant to the exercise of options granted in connection
with or pursuant to the terms and conditions of the Achieva Limited Share Option Scheme approved by Shareholders in general
meeting on 31 May 2001 and as may be amended from time to time (the “2001 Scheme”) (notwithstanding that such issue and allotment
may occur after the conclusion of the next or any ensuing Annual General Meeting of the Company) and, in connection with or
pursuant to the 2001 Scheme, to make and grant offers, agreements and options which would or may require shares to be issued,
allotted or otherwise disposed of, whether during the continuance of this authority or thereafter, upon such terms and conditions as
the Directors may in their absolute discretion deem fit.” (Resolution 9)
8. “That the Directors be and are hereby authorised to offer and grant, within a period of 30 days from the date of this Meeting, on the
terms of and pursuant to the Rules of the 2001 Scheme to Mr. Henry Lim Yong Choon, who is a Controlling Shareholder (as defined in
the 2001 Scheme) of the Company, options under the 2001 Scheme to subscribe for 900,000 shares of S$0.05 each in the capital of the
Company (“Shares”) at a subscription price equal to the volume-weighted average price of the Shares for the three (3) consecutive
market days on which dealings in Shares took place on the Singapore Exchange Securities Trading Limited immediately preceding the
date of this Meeting, such options being exercisable for a period commencing on (and including) the first anniversary and ending on
(and including) the tenth anniversary of the date of grant of such options, and to allot and issue shares upon the exercise of any such
options (notwithstanding that the exercise thereof or such allotment and issue may occur after the conclusion of the next or any
ensuing Annual General Meeting of the Company).” (Resolution 10)
9. “That the Directors be and are hereby authorised to make purchases (whether by way of market purchases or off-market purchases on
an equal access scheme) from time to time of ordinary shares of S$0.05 each (or such other nominal value for the time being) up to ten
(10) per cent. of the issued ordinary share capital of the Company as at the date of this Resolution at the price of up to but not
exceeding the Maximum Price as defined in the “Guidelines on Share Purchases” set out in the Appendix on pages 11 to 13 of the Circular
dated 12 November 2001 to the Shareholders (“Share Purchase Guidelines”), in accordance with the Share Purchase Guidelines, and this
mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the date that the next Annual
General Meeting of the Company is held or is required by law to be held, whichever is the earlier.” (Resolution 11)
10. Any other ordinary business which may be transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
Mr. Allan Yong Heng ChongCompany Secretary
15 May 2002
62
Notes:
A member of the Company entitled to attend and vote at the above Meeting may appoint not more than two proxies to attend and vote in his stead.
Where a member appoints two proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need not be a member
of the Company.
The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time appointed for
holding the Meeting.
If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised.
Explanatory Note to Resolution 3:Mr. Lew Syn Pau, if re-elected, will remain as Chairman of the Audit Committee. He is considered by the Board of Directors to be an independent director.
Explanatory Notes to Special Business:
Resolution 7Resolution 7 above, if passed, empowers the Directors to issue shares in the Company up to an amount not exceeding fifty (50) per cent. of the issued
share capital of the Company for the time being, provided that where any such shares are to be issued under circumstances in which members of the
Company with registered addresses in Singapore are not given an opportunity to participate in the same on a pro-rata basis, then the shares to be issued
under such circumstances shall not exceed twenty (20) per cent. of the issued share capital of the Company for the time being, for such purposes as they
consider would be in the interest of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at the conclusion
of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law
to be held, whichever is earlier.
Resolution 8Resolution 8 above, if passed, gives authority to the Directors to issue shares in connection with the 2000 Agreement. This authority will, unless
previously revoked or varied at a general meeting, expire at the conclusion of the next Annual General Meeting of the Company or the expiration of the
period within which the next Annual General Meeting is required by law to be held, whichever is earlier. This authority is in addition to the general
authority to issue shares sought under Resolution 7. A copy of the 2000 Agreement is available for inspection by Shareholders during normal office
hours at the Company’s registered office at 240 MacPherson Road, #02-02/03/04 Pines Industrial Building, Singapore 348574.
Resolution 9Resolution 9 above, if passed, empowers the Directors, to issue shares in connection with the 2001 Scheme and to grant offers, agreements and options
which could require shares to be issued. This authority will, unless previously revoked or varied at a general meeting, expire at the conclusion of the next
Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held,
whichever is earlier. This authority is in addition to the general authority to issue shares sought under Resolution 7 and the authority to issue shares
pursuant to the 2000 Agreement sought under Resolution 8. A copy of the 2001 Scheme is available for inspection by Shareholders during normal office
hours at the Company’s registered office at 240 MacPherson Road, #02-02/03/04 Pines Industrial Building, Singapore 348574.
Notice of Annual General Meeting Achieva Limited
63
Notice of Annual General MeetingAchieva Limited
Resolution 10Resolution 10 above, if passed, empowers the Directors, within a period of 30 days from the date of the above Meeting, to grant to Mr. Henry Lim Yong
Choon, who is a Controlling Shareholder of the Company, options under the 2001 Scheme to subscribe for 900,000 Shares at a subscription price equal
to the volume-weighted average price of the Shares for the three (3) consecutive market days on which dealings in Shares took place on the Singapore
Exchange Securities Trading Limited immediately preceding the date of this Meeting (the “Subscription Price”), and to issue Shares in connection
therewith. This authority is in addition to the general authority to issue shares sought under Resolution 7 and the authority to issue shares pursuant to
the 2000 Agreement sought under Resolution 8.
Further details regarding the options to be granted to Mr. Henry Lim Yong Choon are set out on page 64 of the Company’s Annual Report for the
financial year ended 31 December 2001.
Resolution 11Resolution 11 above, if passed, empowers the Directors of the Company to make purchases (whether by way of market purchases or off-market purchases on
an equal access scheme) from time to time of up to ten (10) per cent. of the issued ordinary share capital of the Company as at the date of the above Meeting
at the price up to but not exceeding the Maximum Price (as defined in the Circular dated 12 November 2001 to the Shareholders (the “Share Purchase
Mandate Circular”)) (the “Share Purchase Mandate”). The Share Purchase Mandate will, unless previously revoked or varied by the Company in general
meeting, expire at the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General
Meeting is required by law to be held, whichever is the earlier.
A copy of the Share Purchase Mandate Circular is available for inspection by Shareholders during normal office hours at the Company’s registered office
at 240 MacPherson Road, #02-02/03/04 Pines Industrial Building, Singapore 348574. The rationale for the Share Purchase Mandate, the sources of funds
to be used for the Share Purchase Mandate (including the amount of financing), the impact of the Share Purchase Mandate on the Company’s financial
position and the implications arising as a result of the Share Purchase Mandate under The Singapore Code on Take-overs and Mergers are set out on
pages 65 to 70 of the Company’s Annual Report for the financial year ended 31 December 2001.
The shareholdings of the Directors of the Company according to the Company’s register of directors’ shareholdings as at 31 December 2001 are set
out on page 18 of the Company’s Annual Report for the financial year ended 31 December 2001. Save for the disposal by Mr. Raymond Chia Chong
Leong of 10,000,000 Shares, there has been no change to the shareholdings of the Directors of the Company between 31 December 2001 and the
Latest Practicable Date.
As at the Latest Practicable Date, 46.78 per cent. of the issued share capital of the Company is held by the public.
The Company did not buy back any Shares between 28 November 2001 and the Latest Practicable Date.
64
Annex 1
Grant of Share Options to Mr. Henry Lim Yong ChoonThe Company proposes to grant to Mr. Henry Lim Yong Choon, who is a Controlling Shareholder, as defined in the Achieva Limited Share
Option Scheme approved by Shareholders in general meeting on 31 May 2001 and as may be amended from time to time (the “2001 Scheme”)
of the Company, options under the 2001 Scheme to subscribe for 900,000 shares of S$0.05 each in the capital of the Company (“Shares”) at
a subscription price equal to the volume-weighted average price of the Shares for the three (3) consecutive market days on which dealings in
Shares took place on the Singapore Exchange Securities Trading Limited immediately preceding the date of this Meeting (the “Subscription
Price”), and to issue Shares in connection therewith.
The participation in the 2001 Scheme by Mr. Henry Lim Yong Choon was approved by the Shareholders in general meeting on 31 May 2001. As
at 17 April 2002, being the latest practicable date prior to the issue of this notice (the “Latest Practicable Date”), Mr. Henry Lim had a direct
interest of 23.78 per cent. in the Company and did not have any indirect interest in the Company.
Mr. Henry Lim is a co-founder of the Company and is currently the President as well as the Group Chief Executive Officer. He has been with
the Company and its subsidiaries (collectively, the “Group”) since 1993. As President and Group Chief Executive Officer, Mr. Henry Lim formulates
strategies, drives new business initiatives and sets the direction of the Group as a whole. He also plays an important role in ensuring that the
Group remains profitable by, inter alia, seeking growth and improved earnings for the Group. In this connection, he is instrumental in bringing
together strategic alliances with suitable joint venture partners and in the Group’s diversification into distributing new product lines. For
example, Mr. Henry Lim played an important role in the Group’s entry into joint ventures with, inter alia, Kent Ridge Digital Labs, Nanochip
Inc. and Tecnomic Marketing Services Private Limited and in its business expansion into new countries, including China and India. He has also
been involved in the expansion of the Group’s product lines to include batteries for phones, software-related operating systems, customised
design applications for telecommunications, data communications and the Internet.
At present, Mr. Henry Lim receives a monthly salary of S$25,000 and is entitled to an annual wage supplement equivalent to one (1) month’s
salary for every twelve (12) months of service. In addition, Mr. Henry Lim was given a S$150,000 car subsidy in January 2001 and is currently
entitled to be reimbursed for his expenditure on petrol, subject to a cap of S$300 monthly. Mr. Henry Lim is also entitled to participate in the
Group’s profit sharing scheme pursuant to which the directors and/or senior management members of each direct subsidiary of the Company
who have contributed significantly to the relevant subsidiary may participate. Generally, Mr. Henry Lim is entitled to not more than 1.5 per
cent. of the profit before tax (after minority interests, exceptional and extraordinary items but before provision for directors’ fees and profit
sharing) on a consolidated Group basis (“Profit Before Tax”) under the profit sharing scheme. For the financial year ended 31 December 2001,
Mr. Henry Lim received S$251,013 under the profit sharing scheme, being 3 per cent. of the Profit Before Tax.
The Company proposes to grant to Mr. Henry Lim options to subscribe for 900,000 Shares at the Subscription Price. For illustration purposes,
the number of Shares in respect of the options proposed to be granted to Mr. Henry Lim represents 1.34 per cent. of the 67,108,976 Shares
which may be granted under the 2001 Scheme (based on fifteen (15) per cent. of the issued share capital of the Company of S$22,369,659
divided into 447,393,176 Shares as at the Latest Practicable Date). The number of Shares in respect of which options are proposed to be
granted to Mr. Henry Lim and the Subscription Price had been set and approved by the committee comprising Directors of the Company duly
authorised by the Board of Directors of the Company to administer the 2001 Scheme (the “Committee”). The Committee took into consideration
the competitive total remuneration market practice and the significance of the contribution by Mr. Henry Lim to ensure that the number of
options proposed to be granted to Mr. Henry Lim is not excessive and that the Subscription Price is fair.
Notice of Annual General Meeting Achieva Limited
65
Annex 2
Proposed Share Purchase MandateThe proposed Share Purchase Mandate, when granted, will authorise the Directors, from time to time, to purchase Shares either through
market purchases (“Market Purchases”) or off-market purchases on an equal access scheme as defined in Section 76C of the Companies Act
(“Off-Market Purchases”) of up to a maximum of ten (10) per cent. of the issued ordinary share capital of the Company as at the date of this
Annual General Meeting at the price up to but not exceeding the Maximum Price as defined in the Circular dated 12 November 2001 to the
Shareholders.
The purchase price (excluding ancillary expenses such as related brokerage, goods and services tax, stamp duties and clearance fees) to be
paid for the Shares shall be determined by the Directors, provided that such price must not exceed five (5) per cent. above the average of the
closing market prices of the Shares over the five (5) market days on which transactions in the Shares were recorded, before the day on which
the Market Purchase was made by the Company or the day on which the Company makes an announcement of an offer under the Off-Market
Purchase Scheme (as the case may be).
The Share Purchase Mandate will, unless previously revoked or varied by the Company in general meeting, expire at the conclusion of the
next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by
law to be held, whichever is the earlier.
Rationale For The Share Purchase MandateThe proposed Share Purchase Mandate will give the Directors the flexibility to purchase Shares when circumstances permit, with the objective
of enhancing the earnings per share and/or net asset value per share of the Group. Such flexibility will also allow the Directors to better
manage the Company’s capital structure, dividend payout and cash reserves, and to return surplus cash over and above its capital requirements
in an expedient and cost-effective manner.
The proposed Share Purchase Mandate will thus provide the Company with an efficient mechanism to enhance returns to Shareholders when
circumstances permit. Share purchases will only be effected when the Directors are of the view that such Share purchases will benefit the
Company and its Shareholders.
Source Of FundsThe Company may only apply funds for the Share purchase as provided in the Articles of Association, the Guidelines on Share Purchases and
in accordance with the applicable laws in Singapore. The Company may not purchase its Shares for a consideration other than cash or, in the
case of a Market Purchase, for settlement otherwise than in accordance with SGX-ST’s trading rules. The Company intends to use its internal
sources of funds to finance its purchase or acquisition of Shares. The Company does not intend to obtain or incur any borrowings to finance
the Share purchase.
Any purchases or acquisitions of Shares shall be made out of the Group’s distributable profits which are available for payment as dividends
but excludes any amount in the Company’s share premium account and the capital redemption reserve fund.
Notice of Annual General MeetingAchieva Limited
66
Financial Impact of the Share Purchase MandateThe impact of the Share Purchase Mandate (as defined in the Company’s Notice of Annual General Meeting) on the Company’s financial
position is set out below:-
The total number of issued shares of S$0.05 each (“Shares”) in the Company as at 17 April 2002, being the latest practicable date prior to the
issue of the Company’s Notice of Annual General Meeting (the “Latest Practicable Date”), is 447,393,176 Shares and the exercise in full of the
Share Purchase Mandate would result in the purchase of up to 44,739,317 Shares.
As the purchased Shares will be cancelled, the issued share capital of the Company will be reduced by the corresponding nominal value
of the purchased Shares. Accordingly, the net tangible assets of the Company and the Group will be reduced by the dollar value of the
Shares purchased.
The financial impact on the Company and its subsidiaries (collectively, the “Group”) arising from purchases or acquisition of Shares which
may be made pursuant to the Share Purchase Mandate will depend on, inter alia, the aggregate number of Shares purchased or acquired and
the consideration paid at the relevant time.
Based on the issued and paid-up share capital of the Company as at the Latest Practicable Date, assuming that the Company purchases
44,739,317 Shares at the maximum price of S$0.1911 per Share (being the price equivalent of five (5) per cent. above the average of the closing
market prices of the Shares for the five (5) consecutive market days on which transactions in the Shares were recorded immediately preceding
the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of 44,739,317 Shares (excluding ancillary
expenses such as related brokerage, goods and services tax, stamp duties and clearance fees) is approximately S$8,550,000.
On the basis of the assumptions set out above, the financial impact of the acquisition of the 44,739,317 Shares by the Company pursuant to
the Share Purchase Mandate on the audited financial statements of the Group and Company for the financial year ended 31 December 2001
is set out below:-
Group Company
Before Share After Share Before Share After SharePurchase Purchase Purchase PurchaseS$’000 S$’000 S$’000 S$’000
Shareholders’ Funds 58,275 49,725 40,082 31,532
Net Tangible Assets 53,819 45,269 40,082 31,532
Current Assets 96,012 87,462 32,184 23,634
Current Liabilities 46,068 46,068 6,426 6,426
Total Borrowings 18,848 18,848 346 346
Number of Shares 447,393, 1 76 402,653,859 447,393,1 76 402,653,859
Financial Ratios
Net Tangible Assets per Share ($) 0.1 203 0.1 124 0.0896 0.0783
Earnings per Share (S$) 0.0088 0.0097 (0.0070) (0.0078)
Gearing Ratio (%) 0.323 0.379 0.009 0.01 1
Current Ratio (times) 2.08 1.90 5.0 1 3.68
Notice of Annual General Meeting Achieva Limited
67
As illustrated above, a purchase of a maximum of 44,739,317 Shares will result in a reduction of the net tangible assets of the Group
and the Company and a deterioration of the debt to equity ratios of the Group and the Company. The earnings per share of the
Group will be enhanced.
The Directors emphasise that they do not propose to exercise the Share Purchase Mandate to the extent that it will have a material
adverse impact on the gearing of the Group and the Company. The Share Purchase Mandate will be exercised in accordance with the
“Guidelines on Share Purchases” set out in the Appendix on pages 11 to 13 of the Circular dated 12 November 2001 to the Shareholders and
the Directors will be prudent in exercising the Share Purchase Mandate and only to such extent which the Directors believe will be
beneficial to the Group and the Shareholders from time to time giving consideration to the prevailing market conditions, the financial
position of the Group and other relevant factors.
Tax Implications Arising From The Share PurchasesUnder Section 10J of the Income Tax Act and the Tax Guide 1998/IT/II published on 31 December 1998 by the Inland Revenue Authority of
Singapore (“IRAS”) and IRAS’s press release of 28 February 2000, a company which buys back its own shares using its distributable profits will
be regarded as having paid a dividend to the shareholders from whom the shares are acquired. The company will thus have to provide for the
franking of share purchases at the prevailing corporate tax rate (24.5 per cent. for Year of Assessment 2002) in the same way as paying a taxed
dividend, the amount paid for the share purchase being the deemed net dividend. Franking is not required if the share purchase is out of
exempt profits that can be used to pay exempt dividends. The tax treatment of the receipt from a share purchase in the hands of the
shareholders will depend on whether the disposal arises from a Market Purchase or an Off-Market Purchase.
In relation to a Market Purchase, as the Company is listed on the SGX-ST, the Company may apply to the SGX-ST for a special trading counter
for the purposes of effecting the Market Purchase, subject to approval being obtained from Shareholders for the Share Purchase Mandate.
Proceeds received by Shareholders who sell their Shares to the Company in Market Purchases through the special trading counter set up on
the SGX-ST will, subject to the fulfilment of certain conditions by the Shareholders (including the holding of the Shares for a period of at
least 183 days prior to the sale), be treated for income tax purposes as the receipt of a dividend.
Proceeds received by Shareholders who sell their Shares to the Company in Market Purchases through the normal trading counters
will be treated for income tax purposes like any other disposal of shares and not as a dividend. Whether or not such proceeds are
taxable in the hands of such Shareholders will depend on whether such proceeds are receipt of an income or capital nature. Proceeds
received by Shareholders who sell their Shares to the Company in an Off-Market Purchase will be treated for income tax purposes as
the receipt of a dividend.
Shareholders should note that the foregoing is not to be regarded as advice on the tax position of any Shareholder. Shareholders who are
in doubt as to their respective tax positions or the tax implications of Share purchases by the Company, or who may be subject to tax
whether in or outside Singapore, should consult their own professional advisers.
Notice of Annual General MeetingAchieva Limited
68
Notice of Annual General Meeting Achieva Limited
Take-over Code Implications arising from Share PurchasesIf, as a result of any purchase or acquisition by the Company of its Shares, a Shareholder’s proportionate interest in the voting capital of the
Company increases, such increase will be treated as an acquisition for the purposes of The Singapore Code on Take-overs and Mergers (the
“Take-over Code”). If such increase results in the change of control, or, as a result of such increase, a Shareholder or group of Shareholders
acting in concert obtains or consolidates effective control of the Company, such Shareholder or group of Shareholders acting in concert
could become obliged to make a take-over offer for the Company under Rule 14 of the Take-over Code.
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding
(whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate effective
control of that company. Unless the contrary is established, the following persons will be presumed to be acing in concert, namely (a) a company
with any of its directors and (b) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of
which such companies are associated companies, all with each other. For this purpose, ownership or control of at least twenty (20) per cent. but
not more than fifty (50) per cent. of the voting rights of a company will be regarded as the test of associated company status.
The circumstances under which Shareholders of the Company including Directors and persons acting in concert with them respectively will
incur an obligation to make a take-over offer under Rule 14 after a purchase or acquisition of Shares by the Company are set out in Rule 14 and
Appendix 2 of the Take-over Code.
The effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted (or if exempted, such exemption is subsequently
revoked), Directors and persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of
the Company purchasing or acquiring Shares, the voting rights of such Directors and their concert parties would increase to thirty (30) per
cent. or more, or if the voting rights of such Directors and their concert parties fall between thirty (30) per cent. and fifty (50) per cent. of the
Company’s voting rights, the voting rights of such Directors and their concert parties would increase by one (1) per cent. in any period of six
(6) months.
Based on the register of directors of the Company, as at the Latest Practicable Date, the shareholdings of the Directors of the Company
before and (assuming (a) the Company purchases the maximum amount of ten per cent. (10%) of the issued ordinary share capital of the
Company as at the date of the above Meeting, and (b) there is no change in the number of Shares held or deemed to be held by the Directors)
after the proposed Share Purchase Mandate will be as follows:-
Before Share Purchase After Share PurchaseDirect Deemed Total Direct Deemed Total
Name of Director Interest Interest Interest Interest Interest Interest% % % % % %
Henry Lim Yong Choon 23.78 – 23.78 26.43 – 26.43
William Pok Tam Soon 8.11 – 8.11 9.02 – 9.02
Christopher Ng Chee Seng 6.76 – 6.76 7.51 – 7.51
Raymond Chia Chong Leong 4.24 – 4.24 4.71 – 4.71
Mark Soh Eng Kuang 5.08 – 5.08 5.65 – 5.65
Allan Yong Heng Chong 0.04 – 0.04 0.04 – 0.04
Lew Syn Pau – – – – – –
Goh Kian Hwee – – – – – –
69
Notice of Annual General MeetingAchieva Limited
Based on the above information, as at the Latest Practicable Date, none of the Directors (together with persons acting in concert with
them) will become obligated to make a mandatory offer in the event that the Company purchases 44,739,317 Shares under the Share
Purchase Mandate.
Under Appendix 2 of the Take-over Code, a Shareholder and persons acting in concert with him will incur an obligation to make a take-over
offer after a share purchase if, inter alia, their voting rights increase to thirty (30) per cent. or more as a result of a share purchase by the
Company and they acquire any Shares between the date of the notice of resolution to authorise the Share Purchase Mandate and the next
Annual General Meeting of the Company, or, if they already hold between thirty (30) per cent. and fifty (50) per cent. of the Company’s voting
rights and as a result of a share purchase by the Company their voting rights increase by more than one (1) per cent. in any period of six (6)
months and they acquire Shares between the date of the notice of resolution to authorise the Share Purchase Mandate and the next Annual
General Meeting of the Company.
Under Appendix 2 of the Take-over Code, a Shareholder, not acting in concert with the Directors, will not be required to make a take-over
offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder in the Company
would increase to thirty (30) per cent. or more, or, if such Shareholder holds between thirty (30) per cent. and fifty (50) per cent. of the
Company’s voting rights, the voting rights of such Shareholder would increase by more than one (1) per cent. in any period of six (6) months.
Such Shareholder need not abstain from voting in respect of the resolution authorising the Share Purchase Mandate.
Shareholders are advised to consult their professional advisers and/or the Securities Industry Council and/or the relevant authorities at the
earliest opportunity as to whether they would incur any obligation to make a take-over offer as a result of any purchase or acquisition of
Shares by the Company pursuant to the Share Purchase Mandate.
Based on the register of substantial shareholders of the Company, as at the Latest Practicable Date, save for Messrs. Henry Lim Yong Choon,
William Pok Tam Soon, Christopher Ng Chee Seng and Mark Soh Eng Kuang, the Company does not have any substantial shareholders. Save
as set out above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert who may become obligated to
make a mandatory offer in the event that the Directors exercise the Share Purchase Mandate.
Disclosure Requirements For Substantial ShareholdersUnder Section 82 of the Companies Act, a person who is a substantial shareholder in a company shall, within two (2) days after becoming
a substantial shareholder, give notice in writing to the company stating his name and address and full particulars of the voting shares in
the company in which he has an interest or interests and full particulars of each such interest and of the circumstances by reason of
which he has that interest.
A substantial shareholder in a company is defined under the Companies Act as a person who has an interest or interests in one or more voting
shares in the company and the nominal amount of that share, or the aggregate nominal amount of those shares, is not less than give (5) per
cent. of the aggregate of the nominal amount of all the voting shares in the company.
Shareholders should note that a purchase of Shares by the Company may inadvertently cause the percentage shareholding of Shareholders,
particularly Shareholders whose current holding of Shares is close to five (5) per cent. to become a substantial shareholder in the Company
for the purposes of the Companies Act.
70
Listing Status On SGX-STThe Directors will use their best efforts to ensure that the Company does not effect a purchase of Shares if the purchase of Shares would
result in the number of Shares remaining in the hands of the public falling to such a level as to cause market illiquidity or adversely affect
the listing status of the Company. Under Clause 926 of the Listing Rules, a company should ensure that at least ten (10) per cent. of a class
of its listed securities is at all times held by the public. At the Latest Practicable Date, 46.78 per cent. of the issued share capital of the
Company is held by the public. Before deciding to effect a purchase of Shares, the Directors will ensure that, notwithstanding such
purchase, a sufficient float in the hands of the public will be maintained to provide for an orderly market for trading in the Shares.
Directors’ Responsibility StatementThe Directors collectively and individually accept full responsibility for the accuracy of the information given in this Notice and confirm
that, having made all reasonable enquiries, to the best of their knowledge and belief, the facts stated and opinions expressed in this
Notice are fair and accurate in all material respects as at the date of this Notice and there are no other material facts the omission of
which would make any information in this Notice misleading.
SGX-ST’s DisclaimerSGX-ST assumes no responsibility for the correctness of any statements made, reports contained or opinions expressed in this Notice.
Notice of Annual General Meeting Achieva Limited
71
Proxy FormA n n u a l G e n e r a l M e e t i n g
ACHIEVA LIMITED(Incorporated in the Republic of Singapore)
✄
IMPORTANT1. For investors who have used their CPF monies to buy the shares, the Annual Report is sent to them at the request of their
CPF Approved Nominees. FOR INFORMATION ONLY.
2. This proxy is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to beused by them.
*I/We _______________________________________________________________________________________________________________________________
of ______________________________________________________________________________________________________________________________________
being *a Member/Members of Achieva Limited (the “Company”), hereby appoint
or failing *him/them, the Chairman of the meeting, as *my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf and ifnecessary to demand a poll, at the 8th Annual General Meeting of the Company to be held at 240 MacPherson Road, #02-02/03/04Pines Industrial Building, Singapore 348574 on 31 May 2002 at 10.00 a.m., and at any adjournment thereof.
Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions as set out in theNotice of Annual General Meeting. In the absence of specific directions, the *proxy/proxies may vote or abstain as *he/they may think fit, as*he/they will on any other matter arising at the Annual General Meeting.
Signed this __________________ day of ______________________________ 2002.
________________________________________________________________________
Signature(s) of member(s) or Common Seal
Inportant: Please read notes overleaf.
* Delete as appropriate
Total Number of Shares Held
No. Resolution relating to For Against
1 Adoption of Directors’ Report and Audited Accounts
2 Approval of Directors’ fees
3 Re-election of Director – Mr. Lew Syn Pau
4 Re-election of Director – Mr. William Pok Tam Soon
5 Re-election of Director – Mr. Allan Yong Heng Chong
6 Appointment of Auditors and authorising Directors to fix their remuneration
7 Authority to issue and allot shares pursuant to Section 161 of the Companies Act, Cap. 50
8 Authority to issue and allot shares pursuant to the exercise of options underthe Achieva Share Option Agreement
9 Authority to issue and allot shares pursuant to the exercise of options underthe Achieva Limited Share Option Scheme
10 Authority to issue and allot shares to Mr. Henry Lim Yong Choon, a controlling shareholder,pursuant to the exercise of options under the Achieva Limited Share Option Scheme
11 Authority to purchase shares pursuant to the Share Purchase Mandate
12 Any other business
NRIC/Passport Proportion of ShareholdingName Address Number No. of Shares %
NRIC/Passport Proportion of ShareholdingName Address Number No. of Shares %
*and/or
72
Proxy Form Achieva Limited
Notes:1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and
vote in his/her stead. Such proxy need not be a Member of the Company.
2. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding to be
represented by each proxy.
3. This instrument appointing a proxy or proxies must be signed by the appointor or his/her duly authorised attorney. Where this
instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the
hand of its attorney or a duly authorised officer.
4. A Member which is a body corporate may also appoint an authorised representative or representatives in accordance with Section 179
of the Companies Act, Cap. 50, to attend and vote for and on behalf of such body corporate.
5. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you have shares
registered in your name in the Register of Members of the Company, you should insert that number of shares. If you have
shares entered against your name in the Depository Register and registered in your name in the Register of Members, you
should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy or proxies will be
deemed to relate to all the shares held by you.
6. This instrument appointing a proxy or proxies, duly executed, must be deposited at the Registered Office of the Company at
240 MacPherson Road #02-02/03/04 Pines Industrial Building, Singapore 348574 at least 48 hours before the time fixed for
holding the meeting.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a
duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing
which the instrument may be treated as invalid.
GeneralThe Company shall be entitled to reject this instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on this instrument appointing
a proxy or proxies. In addition, in the case of Members whose shares are deposited with The Central Depository (Pte) Limited (“CDP”), the
Company may reject any instrument appointing a proxy or proxies lodged if such Members are not shown to have shares entered against
their names in the Depository Register 48 hours before the time appointed for holding the meeting as certified by CDP to the Company.
Contents
Introduction
1
Executive Chairman’s Report
2
Our Asia-Pacific Network
6
Operations Review
8
Corporate Information
10
Board of Directors & Senior Management
11
Group Financials Highlights
12
Financial Contents
13
Achieva Limited240 MacPherson Road #02/03/04
Pines Industrial Building, Singapore 348574Tel: 6841 4898 Fax: 6841 4896Email: [email protected]
Website: http://www.achieva.com.sg
Extending
reachOptimizing
assets
Achieva Lim
ited Annual Report 2001
Achieva LimitedAnnual Report 2001