CMZ Fin-2010.indd - National University of Singapore

Transcription

AN
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CMZ HOLDINGS LTD.
ZIPPERS
fashion
trends
annual
DISPLAY
cmz-holdings.com
ZIPPERS
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PROGRESS
Over 25 years of development and commitment,
the Group today is a leading zipper manufacturer
in the PRC with our zipper brand name – “CMZ”.
CMZ
2010
ANNUAL
DISPLAY
1
CONTENTS
04
10
Corporate Profile
Key Management
05
11
Chairman’s and CEO Statement
Financial and Operational Highlight
08
15
Board of Directors
Our Products
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CMZ
2010
ANNUAL
DISPLAY
cmz-holdings.com
fashion
trends
annual
DISPLAY
CMZ HOLDINGS LTD.
ANNUAL REPORT 2010
DISPLAY PRODUCTION
ART VERITAS PTE LTD
CMZ HOLDINGS LTD.
HEADQUARTERS
112 Robinson Road, #12-04 Singapore 068902
Website: www.cmz-holdings.com
CHINA OFFICE
Yixing Economic Development Zone,
Jiangsu Province, PRC
For enquiries,email us at:
Email: [email protected]
PUBLISHER CMZ HOLDINGS LTD.
DESIGN AND PRODUCTION ART VERITAS
Copyright © 2010 CMZ. All rights reserved.
CMZ
2010
ANNUAL
DISPLAY
CMZ HOLDINGS LTD
驰马拉链控股有限公司
CMZ Zipper (Wuxi) Co., Ltd
驰马拉链(无锡)有限公司
CMZ Zipper (Hong Kong) Co., Ltd
驰马拉链(香港)有限公司
OUR CUSTOMERS
These are some of the international and PRC brand names we serve:
LEVI’S, Calvin Klein, UMBRO, TARGET, G-STAR RAW, PUMA, GUESS, WAL MART, Bosideng, MARKS & SPENCER,
REEBOK, Etam, ROUSE GROUP CO., LTD., DKNY, Lotto, BESTSELLER, PEACEBIRD, Europe Carrefour, Meters Bonwe
and E•LAND ETC
about us
CMZ Holdings Ltd. (“the Group”) is one of the China’s top 10 zipper
brands with outstanding leadership position in the zipper industry,
specialized in producing and selling complete metal, resin and
nylon zippers to branded mid-to-high end garment.
Through years of continuous research and development and
marketing, we have created a brand name – “CMZ” – for our
zippers. The consistent high and stable quality of CMZ zippers has
won wide recognition from the domestic as well as the international
garment market which pays a premium for quality zippers.
With production based in Yixing city, Jiangsu Province, PRC, the
Group’s has production capacity of 400 million zippers per annum,
servicing over 2000 customers spanning the PRC, Europe, USA,
Asia and Middle East.
The Group focuses on enhancing its brand name through continuous
improvement and innovation of its products and production
processes. It has achieved ISO 9001 standard and its zippers’ quality
have passed various critical industrial quality standards like the
ASTM, BS, JIS and AS. These international quality standards serve as pre-requisite for our zippers
to qualify for uses in the mid-to-high garment. The Group has also obtained the Oeko-Tex Standard
100 certificate, which is an international accreditation for environment-friendly products.
The Group was listed on the main board of Singapore Exchange Securities Trading Limited on 16
July 2007.
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CMZ
2010
ANNUAL
DISPLAY
corporate
information
企业资料
BOARD OF DIRECTORS
董事局
Executive :
执行:
Shao Kesheng (Executive Chairman)
邵克生 (执行主席)
Shao Dajun (Executive Director &
Chief Executive Officer)
邵达君 (执行董事兼首席执行官)
Non-Executive :
非执行:
Shen Bin
沈斌
Lien Kait Long (Lead Independent Director)
连克农 (首席独立董事)
Siow Chee Keong (Independent Director)
萧子强 (独立董事)
AUDIT COMMITTEE
审计委员会
Lien Kait Long (Chairman)
连克农(主席)
Siow Chee Keong
萧子强
Shen Bin
沈斌
NOMINATING COMMITTEE
提名委员会
Siow Chee Keong (Chairman)
萧子强 (主席)
Shao Dajun
邵达君
Shen Bin
沈斌
REMUNERATION COMMITTEE
薪酬委员会
Siow Chee Keong (Chairman)
萧子强 (主席)
Lien Kait Long
连克农
Shen Bin
沈斌
COMPANY SECRETARIES
公司秘书
Lim Mee Fun
Wong Yoon Thim
黄润添
REGISTERED OFFICE
注册办事处
112 Robinson Road #12-04
Singapore 068902
Telephone : (65) 6220 9070
Facsimile : (65) 6223 9177
PRINCIPAL PLACE OF BUSINESS
主要营业地点
Yixing Economic Development Zone,
宜兴经济开发区
Jiangsu Province, PRC
江苏省, 中国
Telephone : (86) 510 8786 1888
Facsimile : (86) 510 8786 1608
Website : www.cmz-holdings.com
SHARE REGISTRAR
股票登记处
Tricor Barbinder Share Registration Services
(A division of Tricor Singapore Pte. Ltd.)
8 Cross Street
#11-00 PWC Building
Singapore 048424
AUDITORS
审计师
Horwath First Trust LLP(Public Accountants
and Certified Public Accountants)
7 Temasek Boulevard #11-01
Suntec Tower One
Singapore 038987
AUDIT PARTNER-IN-CHARGE
审计合伙负责人
Goh Sia
(Appointed with effect from financial
year ended 31 March 2010)
CMZ
2010
ANNUAL
DISPLAY
chairman’s and
ceo’s statement
主席和首席执行官致辞
prog
r
e
towa ss
our g rds
oals
SHAO KESHENG 邵克生
SHAO DAJUN 邵达君
Executive Chairman
执行主席
Executive Director and CEO
执行董事和首席执行官
DEAR SHAREHOLDERS,
尊敬的各位股东，
On behalf of the Board of Directors of CMZ Holdings Ltd.
我们代表驰马拉链控股有限公司(“集团”或“CMZ”
或“驰马”)董事局，很荣幸地向大家呈报截至2010年3月
31日(“2010财务年”)的年度股东报告。
(the “Group” or “CMZ”), we are pleased to present our
Annual Report for the financial year ended 31 March 2010
(“FY2010”).
With great pleasure and sincerity, the Group is pleased to
report a good set of financial results for FY2010. We are able
to achieve an increase in net profit after tax and revenue,
despite challenging operating environment as a result of
怀着愉快和诚挚的心情,集团呈献了一份令人满意的2010
财务年业绩报告。尽管由于国际金融风暴而引发的严峻经
营环境,我们还是成功的取得净税后利润和总销售收入的增
长。
the worldwide financial crisis.
We would like to take this opportunity to express our
gratitude to our Management team and employees for
their tremendous effort in weathering difficult times, and
to our customers in their continuing strong supports for
our products.
我们希望借此机会, 向为我们集团付出巨大努力的管理层和
员工们,还有一直给予我们产品大力支持的客户们,表达我们
万分的谢意。
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CMZ
2010
ANNUAL
DISPLAY
chairman’s and
ceo’s statement
主席和首席执行官致辞
ZIPPERS
trend
display
In accordance with an article published on the website of
the China Zipper Association, the PRC’s overall garment
exports had declined by 11.0% in 2009. Generally, the
decline in the PRC garment exports was due to worldwide
economic
downturn
that
adversely
affect
global
consumptions. Despite the unfavourable and challenging
market conditions, our Group’s achieved an increase in
our net profit after tax of 11.0% from RMB34.4 million in
FY2009 to RMB38.2 million in FY2010. Our total revenue
increased by 13.1% from RMB172.0 million in FY2009 to
RMB194.5 million in FY2010. The better than expected
根据一份刊登在中国拉链协会网站的文章报道,中国在2009
年的整体服装出口, 同比下滑了11.0%。导致出口下滑的原
因, 主要是由于国际经济的萎缩而直接影响了全球消费品市
场所造成的。在恶劣和充满挑战的市场经济环境中,集团依
然取得了净税后利润的增长。从2009财务年人民币3,440
万增至2010财务年人民币3,820万,净税后利润共增长了
11.0%。而集团的总销售收入,也从2009财务年人民币1.72
亿增至2010财务年人民币1.94亿,共增长了13.1%。2010
财务年取得比预期中良好的财务表现,主要归功于我们在拉
链市场上的特有的战略定位和我们正确的销售策略。我们
有能力持续生产高品质和具有价格优势的拉链。
financial performance of the Group in FY2010 was largely
attributable to our niche market position in the zipper
industry and our appropriate marketing strategies. We are
able to produce high quality products consistently with
competitive prices.
During FY2010, the Group has achieved the following
significant improvements : (i) faster execution of sales
orders and deliveries which
led to higher customers’
satisfaction; (ii) improvement in production efficiency as a
result of automation of certain production processes and
better workforce allocation; (iii) reduction in production cost
and operating expenses through various cost monitoring
measures; (iv) being approved as zipper suppliers from
certain customers that include KIABI and PIMKID (from
France), Desigual (from Spain), Andrew Marc, DFG (Daron
Fashions), Wal-Mart and Studio Ray LLC (from U.S.A.),
Meters Bonwe and Jeanwest (from PRC domestic) and
etc.
在2010财务年中,集团在以下工作上取得了显著的进
步：(i)客户订单和物流服务效率有明显的提升, 并取得了
客户对我们服务的满意评价; (ii)由于某些生产流程的自动
化和更好的分配生产力，从而提高了生产效率; (iii)采取了
一些成本控制措施, 从而精减了生产和运营成本; (iv)成功
取得了包括KIABI 和 PIMKID (法国客户), Desigual (西
班牙客户), Andrew Marc, DFG (Daron Fashions), WalMart 和 Studio Ray LLC (美国客户), Meters Bonwe 和
Jeanwest (中国本土客户)等等的指定拉链供应商地位。
CMZ
2010
ANNUAL
DISPLAY
LEADING
POSITION
The Group is one of the China’s TOP 10 zipper brands with
leading position to serve the mid-to-high end garment
market segment. We emphasize on the importance of our
product quality and our ability to produce zippers with new
design and features. During FY2010, the Group embarked
on a series of research and development projects for new
zipper features and production processes which are the key
to enhancing our brand name and future revenue growth.
On 22 December 2009, CMZ Zipper (Wuxi) Co., Ltd, a
驰马拉链是中国十大拉链品牌之一,集团的产品主要是服务
于中高档服装市场，并在市场中占得领先的市场定位。我
们始终都坚持产品质量的重要性,和必须具有不断在拉链设
计和元素上创新的能力。集团在2010财务年中,以开创新拉
链特色和优化生产流程为目标,投入了一系列的研究开发项
目,这些都是提升我们拉链的品牌形象和未来销售收入增长
的关键性工作。集团的子公司,驰马拉链(无锡)有限公司,
在2009年12月22日,正式取得了由江苏政府机构单位所颁
发的高新技术企业的奖状。
subsidiary of the Group, was qualified as the “High/New
Technology Enterprises” by certain authority department
of the Jiangsu Provincial Government.
OUTLOOK AND DEVELOPMENT STRATEGY
今后展望和发展策略
The garment exports of the PRC has shown an increasing
中国的整体服装出口,特别是对美国和欧洲的出口,在2010
年1月至4月期间出现了上升的趋势, 然而,考虑到这些区域
目前的经济发展情况,中国接下来的服装出口能否继续增长,
情况并不明朗。集团将在这方面继续保持谨慎的经营管理,
并将加倍努力的部署和采取适当的生产和市场策略,以保持
我们的市场分额和产品的竞争优势。
trend during the period from January 2010 to April 2010,
particularly to the U.S.A. and Europe. However, in view
of the current economic development in these regions,
the growth of the PRC garment exports in near term is
uncertain. The Group will remain cautious in all aspects,
and will strengthen its effort to formulate and implement
appropriate production and marketing strategies in order to
maintain its market share and products competitiveness.
RETURN OF EXCESS WORKING CAPITAL TO
SHAREHOLDERS
On 22 February 2010, with the objective to rationalise
equity structure and to return excess working capital to
shareholders, the Company announced a capital reduction
exercise pursuant to the Singapore Companies Act and was
approved by the High Court on 11 May 2010. In connection
with the capital reduction exercise, the Company made a
cash distribution of approximately S$8.9 million (RMB43.5
million), equivalent to S$0.03 per paid-up ordinary share to
the shareholders of the Company on 14 June 2010.
回馈过剩的运营资金给股东
在2010年2月22日, 以优化资本结构,回馈过剩的运营资金给
股东为目标, 集团以新加坡公司法例为依据, 宣布了有关削
减股本的献议。该项献议随后在2010年5月11日, 取得了高
等法院的相关批准。有关削减股本的献议, 集团在2010年6
月14日, 以现金形式分发了约新元890万 (人民币4,350万),
或相等于每纳足普通股新元3分给公司股东。
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CMZ
2010
ANNUAL
DISPLAY
board of
directors
MR.SHAO KESHENG
Executive Chairman and Executive Director
Mr.Shao Kesheng is our Executive Chairman and Executive
Director and was appointed to our Board in November
2005. He is also the Chairman of our subsidiary, CMZ Zipper
(Wuxi) Co., Ltd. (“CMZ Zipper”). Mr.Shao has more than 20
years of experience in the zipper industry and is responsible
for directing our Group’s overall strategy and growth.
He founded our Group in 1985 with the establishment of
Chima Zipper Plant (宜兴驰马拉链厂) and has through the
years been instrumental in leading the Group’s expansion
and growth. Prior to that, from 1981 to 1986, he was the
head of plant operations in Yixing Textile Plant (宜兴市纺
织厂). From 1975 to 1981, Mr.Shao was the head of supply
and sales division of Yixing Qiting Chemical Plant (宜兴市
屺亭化工厂).
MR.SHAO DAJUN
CEO and Executive Director
Mr.Shao DaJun is our CEO and Executive Director and was
appointed to our Board in March 2007. He is responsible
for the management of our Group’s business operations.
across
the broad
He is also the general manager of CMZ Zipper in charge
of overall business operations since January 1999. From
August 1998 to December 1998, he was the head of plant of
CMZ Zipper. Mr.Shao joined CMZ Zipper in January 1993.
From January 1993 to July 1998, he held various positions
including procurement officer, head of supply division,
head of planning and operations department and deputy
head of CMZ Zipper. Prior to that, Mr.Shao was a general
worker with Yixing Food Mechanical Plant (宜兴市粮食机
械厂) from July 1992 to December 1992.
Mr.Shao graduated from Yancheng Institute of Technology
(盐城工学院) (formally known as Yancheng Vocational
College (盐城工业专科学院))with a diploma in mechanical
engineering in 1992. As testament of his leadership and
management capabilities, he has been awarded awards
including the “The Fourth Ten Outstanding Young Rural
Entrepreneur of Jiangsu Province” (第四届江苏省十大
杰出青年乡镇企业家) in 2000 and Caring Employer and
Outstanding Entrepreneur of Jiangsu (关爱员工优秀民营
企业家) in 2005.
Shao Dajun is the son-in-law of our Executive Chairman
and Executive Director, Shao Kesheng.
CMZ
2010
ANNUAL
DISPLAY
MR.SHEN BIN
Non-Executive Director
Mr. Shen Bin is our Non-Executive Director and was
appointed to our Board in March 2007. Mr. Shen currently
holds the position of deputy general manager of the
InternationalTrading and Business Department of Shanghai
Longtou (Group) Stock Co., Ltd (上海龙头（集团）股份有限
公司), a listed company in the PRC engaged in the garment
manufacturing and trading business. Mr. Shen has held
this position since September 2006.
Mr. Shen started his career in 1968 and was a platoon
leader in the Heilongjiang No. 67 Production and
Construction Corps (黑龙江生产建设兵团67团) from 1970
to 1971. Between 1971 and 1979, he was a security officer
and head of armed forces of the Heilongjiang Reclamation
Bureau Chahayang Agricultural Affairs Taipinghu (黑龙
江农垦局查哈阳农务太平湖). Between 1979 and 1985, he
was the in-charge responsible for the production room of
garment production at Shanghai No.9 Knitting Plant (上
海针织九厂), which is engaged in the principal business
of manufacture and sale of inner-garment. From 1987 to
March 2007, Mr. Shen held the position of deputy general
manager of Shanghai Three Gun Group, and from 1989 to
March 2007, he was also the general manager of Shanghai
Three Gun Group Import and Export Co., Ltd (上海三
枪进出口有限公司), both companies of which are the
subsidiaries of Shanghai Longtou (Group) Stock Co., Ltd.
Mr. Shen sits on the several committees including the
Shanghai Foreign Economic and Trading Enterprises
Association (Third Committee) (上海对外经济贸易企业
协会第三届常务) as a director of the Third Committee,
Shanghai International Chamber of Commerce, Shanghai
World Trade Center Association (上海国际纺织商会) as
a Committee Director and the China Textile Chamber of
Commerce (中国纺织商会) as a Committee Director. He
obtained a Tertiary certificate from the Shanghai Textile
Industry Bureau Committee School (中国上海市纺织工业
局委员会党校), Professional Management Training Class
(党政管理专业干部培训班) in 1987.
MR.LIEN KAIT LONG
Independent Director
Mr. Lien Kait Long is our Lead Independent Director
and was appointed to our Board in May 2007. He has
extensive experience in accounting and finance, corporate
management and business investment. He currently
serves as an independent director on the board of several
Singapore and Chinese companies listed on the Singapore
Exchange Securities Trading Limited. The listed companies
that he has present and prior experience in are from diverse
industries including manufacturing, telecommunications,
offshore and marine, oil and gas service provider,
stocklist cum trading, textile and food and beverage. He
has held a number of senior management positions as
well as executive directorships in various public and
private corporations in Singapore, Hong Kong and China.
Between March 2004 and March 2006, he was the deputy
president of Shenzhen Flink Investment & Development
Co., Ltd. Prior to that, between 2002 and 2003, Mr. Lien
was the finance director of PDC Corp. Ltd. Prior to that,
he was an Executive Director in China Strategic Holdings
Limited (Hong Kong) from 1998 to 2002. Between 1996 and
1998, Lien Kait Long was the General Manager in charge
of the China division of Hong Leong Corporation Limited
and was responsible for overseeing the group’s joint
venture operations in China. He was also the Director of
China Yuchai International Ltd. at that time. From 1993 to
1996 he was in charge of international operations of the
RGM Group, a conglomerate of diverse businesses and
was also a director in charge of international operations
in Asia Pacific Resources International Limited. He was the
finance director of China Strategic Holdings Limited (Hong
Kong) from 1992 to 1993. Between 1981 to 1992, he was
the General Manager (Finance and Investment) of United
Industrial Corporation Ltd.
Mr. Lien holds a degree in Bachelor of Commerce from
Nanyang University, and is a fellow of the Institute of
Certified Public Accountants of Singapore since July 2004
and of CPA Australia since May 2004.
MR.SIOW CHEE KEONG
Independent Director
Mr. Siow Chee Keong is our Independent Director and was
appointed to our Board in May 2007. He has more than 30
years of audit and management experience in operations,
business systems, information technology, finance, and
accounting with commercial and financial organizations
in Canada, U.S.A, England and Singapore. Among his
many accomplishment, he has established and managed
the internal audit functions of two stock exchanges and
depositories, namely the Singapore Stock Exchange and
the Vancouver Stock Exchange, West Canada Depository
Trust Company and Central Depository (Pte) Limited, and
a financial institution, namely Principal Group Limited. He
is currently an audit and risk management consultant and
offers his services to public listed companies.
Mr. Siow qualified as a Chartered Certified Accountant
with the Association of Chartered Certified Accountants in
1981, a Certified Internal Auditor of the Institute of Internal
Auditors Inc. in 1985 and a Certified General Accountants
of Canada in 1990. He graduated from the University of
Warwick, England, with a Master of Business Administration
in 1998.
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key management
MR. WONG YOON THIM
MR. YU SHIYANG
Mr. Wong Yoon Thim is our Chief Financial Controller and
Mr. Yu Shiyang is our head of operations and is responsible
joined our Group in December 2006. His responsibilities
for our Group’s production planning requirements. Since
include overseeing the financial, accounting and taxation
November 2006, he has been in charge of the operations
aspects of our Group. He started his career as an accounts
of CMZ Zipper. Prior to that, Mr. Yu was the manager of
executive in a trading company in Malaysia in January 1996.
planning department and deputy general manager of the
In June 1996, he began his career as an external auditor with
production department of CMZ Zipper between July 2006
a certified public accounting firm in Malaysia. In December
and October 2006. He was also the manager of the supply
1996, he joined Deloitte Touche Tohmatsu in Kuala Lumpur
department of CMZ Zipper from January 2006 to October
and was involved in the auditing of companies of all sizes
2006. Mr. Yu joined CMZ Zipper in July 1999 and assumed
and special projects (such as due diligence, initial public
various positions since then. Mr. Yu graduated in 1999 from
Chief Financial Controller
Head Of Operations
offerings, review of forecast and projection). He then
Yancheng Institute of Technology (盐城工学院) with a
joined Pricewaterhousecoopers in Singapore in January
Diploma in Business Management (Financial Accounting)
2000 and left Pricewaterhousecoopers in August 2002
and also obtained an Operations Head Training Certificate
as an assistant audit manager. In September 2002, he
from the Fudan University, College of Continuing Education
joined Carrefour hypermarkets (Malaysia) as an internal
(复旦大学继续教育学院).
audit manager. From November 2003 to November 2005
and from December 2005 to December 2006, he was the
financial manager of Tim Gloss Marketing Sdn Bhd and
Muhibbah Petrochemical Engineering Sdn Bhd respectively
in Malaysia before joining our Group in 2006. Mr. Wong
was admitted as a member of the Association of Chartered
Certified Accountants in 1999. He has been appointed as
company secretary on 31 May 2010.
MR. PEI SHIZHONG
Head of Sales and Marketing
Mr. Pei Shizhong is our head of sales and marketing and is
responsible for planning the sales and marketing activities
of our Group. Since 2004, he has been the assistant general
manager and sales manager of CMZ Zipper. Mr. Pei joined
CMZ Zipper since 1992 and assumed various positions such
as head of production workshop (1992 – 1996), technical
equipment superviser (1997 – 1998), planning superviser
(1998 – 1999), sales superviser (1999 – 2000) and sales
manager (2000 – 2004).
Between 1988 and 1991, Mr. Pei was the head of the
equipment division at Yixing Water Supply and Discharge
Equipment Plant (宜兴市给排水设备厂) and prior to that,
he had various years of working experience in sales and
electrical installation field. Mr. Pei obtained a certificate in
business management from Southeast University (东南大
学) in 2004.
CMZ
2010
ANNUAL
DISPLAY
financial and
operational highlight
集团财务和运营摘要
2010-
19.6%
net profit margin
2009-
2008-
20.2%
20%
net profit margin net profit margin
FY2010
2010财务年
RMB’000
FY2009
2009财务年
RMB’000
FP2008*
2008财务期
RMB’000
Revenue 收入
Gross profit 毛利
Profit before tax 税前利润
Profit after tax 税后利润
Gross profit margin 毛利率
Net profit margin 净利率
194,543
80,269
44,584
38,190
41.3%
19.6%
171,983
68,305
40,087
34,415
39.7%
20.0%
207,266
78,179
42,220
41,769
37.7%
20.2%
AS AT THE YEAR / PERIOD END
Total assets 资产合计
Total equity 股东权益
Total liabilities 负债总计
Debts-to-equity ratio (times) 资本负债率
237,618
209,344
28,274
-
204,249
182,911
21,338
-
217,804
194,853
22,951
-
12.8
11.4
15.4
70.3
18%
16%
61.4
19%
17%
64.0
21%
19%
FOR THE YEAR / PERIOD
PER SHARE
Earnings per share (RMBcents) 每股收益(人民币分)
- Basic 基本
Net assets value (RMBcents)
每股净资产 (人民币分)
Return on shareholders’ equity 股权收益率
Return on total assets 总资产收益率
During FP2008, the Company changed its financial year-end from 31 December to 31 March.
Accordingly, FP2008 covered results for 15-month period from 1 January 2007 to 31 March 2008.
在FP2008财务期，公司的财务年年末从12月31日改至3月31日。因此，FP2008财务报表包含了由2007年1月1日至2008年3月31日，共15个月的业绩。
11
12
CMZ
2010
ANNUAL
DISPLAY
financial and
operational highlight
集团财务和运营摘要
revenue 收入 (“RMB'000")
(人民币千元)
207,266
net profit 净利润 (“RMB'000")
(人民币千元)
194,543
41,769
FY2010
FP2008
34,415
171,983
FP2008
FY2009
38,190
FY2009
FY2010
REVIEW OF OPERATING RESULTS
经营业绩回顾
For the financial year ended 31 March 2010 (“FY2010”),
集团在FY2010财务年取得了共计人民币1.94亿的总销售收
入, 相比FY2009财务年人民币1.72亿的总销售, 增加了大约
13.1%。这个增长率主要是由于FY2010财务年的总拉链销
售数量同比增长20.4%的原因.FY2010财务年,集团的总拉链
销售数量达到了1.83亿条,而FY2009财务年的总拉链销售数
量为1.52亿条。
the Group registered total revenue of RMB194.5 million,
an increase of 13.1% from RMB172.0 million for FY2009.
This was primarily due to an increase of 20.4% in overall
quantities of zippers sold in FY2010 compared to that of
FY2009. The Group sold 182.6 million pieces of zippers in
FY2010 and RMB151.7 million pieces of zippers in FY2009.
During the year under review, despite global economic
downturn, the Group achieved higher sales of zippers as
a result of continual effort in its marketing activities to
secure sales orders from its customers. However, the effect
of increase in quantities of zippers sold during the year on
尽管环球经济的普遍下滑, 集团在本财务年实现了较高的拉
链销售数量, 这是归功于我们在营销活动上不断努力争取
客户订单的成果。然而, 集团在FY2010财务年下调拉链销
售单价的行动, 把部分由于拉链销售总数量增加带动的收入
涨幅给冲抵了。
revenue was partially offset by the decline in the average
selling price per zipper of the Group.
In tandem with the increase in revenue, the Group’s gross
profit increased by RMB12.0 million or 17.5% in FY2010 to
RMB80.3 million. The higher gross profit in FY2010 was also
attributable to the increase in gross profit margin, which
increased from 39.7% in FY2009 to 41.3% in FY2010. The
Group achieved better gross profit margin as a result of the
continual decline in cost of raw materials during FY2010.
随着总销售收入的增长,集团在FY2010财务年的毛利总额
也增长了人民币1,200万,或17.5%至人民币8,027万。除了
较高的销售收入,毛利率的增长也是另一个原因。FY2010
财务年间,由于原材料价格的持续下降,使得集团的毛利率从
FY2009财务年的39.7%增长至41.3%。
13
CMZ
2010
ANNUAL
DISPLAY
Selling and distribution expenses increased by RMB0.4
million or 3.2% to RMB14.3 million in FY2010. The increase
was due mainly to increase in sales activities in FY2010 which
FY2010财务年的销售费用共增加了约人民币40万总额为
人民币 1,430万，这主要是因为FY2010财务年销售活动的
增加, 促使了较高的运输量和包装等费用。
led to higher transportation and packaging expenses.
Administrative expenses increased by RMB3.0 million or
13.9% to RMB25.1 million in FY2010. The increase was due
mainly to increase in research and development expenses
of approximately RMB2.4 million as well as other office
expenses in FY2010. The Group embarked on a series of
research and development projects for new zipper features
FY2010财务年的行政管理费用共增加了约人民币300万至
人民币 2,510万，这主要是因为研究开发费用增加了大约
人民币240万, 和一些办公费用增长的原因。2010年集团在
发展新的拉链元素和优化拉链生产流程上, 投入了一系列的
研究开发项目, 作为集团在加强拉链品牌形象和争取未来销
售收入增长的策略。
and production processes as part of the Group’s strategies
to further establish its brand name and future revenue
growth.
Other operating income decreased marginally by RMB0.1
million to RMB3.5 million in FY2010. The decrease was
attributable to decrease in incentive grants received by the
FY2010财务年期间，其他经营收入稍降了人民币10万至
人民币350万，这主要是由于中国政府降低了本集团的奖
金。
Group from the PRC government.
Other operating expenses decreased by RMB1.8 million
to RMB0.5 million in FY2010. The significant higher other
operating expenses in FY2009 was attributable to writeoff of certain property, plant and equipment amounted to
FY2010财务年期间，其他经营费用为人民币50万，大幅降
低了人民币180万。在FY2009财务年间, 集团报废了一些余
额约人民币110万的固定资产，在FY2010财务年间, 集团并
没有发生类似的固定资产报废。
approximately RMB1.1 million, there were no similar writeoff of property, plant and equipment in FY2010.
The net finance income of RMB0.7 million in FY2010
comprised mainly of bank interest income of RMB0.5
million, accrued interest income from the held-to-maturity
financial assets of RMB1.2 million and net foreign exchange
loss of RMB0.9 million. There were no finance expenses
FY2010财务年的净财务收入约为人民币70万，这主要是
FY2010财务年的银行利息收入约人民币50万，以及金融基
金单位利息收入约人民币120万、外汇兑换而造成的亏损
约人民币90万。FY2010财务年内，除了正常银行手续费以
外，集团并没有其他任何的财务贷款利息或费用。
incurred during FY2010, other than the bank charges
incurred on ordinary banking transactions.
The Group’s net profit after tax increased by RMB3.8
couple with the increase in gross profit margin.
FY2010财务年的净税后利润从FY2009财务年人民币3,440
万, 增长了人民币380万, 或11.0%, 至人民币3,820万。这主
要是由于集团较高的总销售收入的增长, 和毛利率有所提高
所贡献的。
REVIEW OF FINANCIAL POSITION
财务状况回顾
The Group strikes to achieve continual growth in its
operating results whilst maintaining a healthy balance
sheet with minimum gearing ratio. At the end of FY2010 and
FY2009, the Group did not have any borrowings from any
financial institutions. Based on the cash and bank balances
at the end of FY2010, the Group does not foresee any fund
raising requirement, either through bank borrowings or
new issue of shares, in the next twelve months.
集团的目标是在追求业绩和业务增长的同时，强调较平衡
稳健、低负债扛杆的资产负债比率。在FY2010财务年末和
FY2009财务期末，集团没有任何金融机构的贷款。根据集
团目前的现金和银行存款，集团预计在未来12个月内不存
在着任何融资的需要。
million or 11.0% from RMB34.4 million to RMB38.2 million
in FY2010. The increase is due mainly increase in revenue
14
CMZ
2010
ANNUAL
DISPLAY
Total equity increased by RMB26.4 million or 14.4% to
RMB209.3 million in FY2010. The increase is due mainly to
net comprehensive income of RMB40.5 million in FY2010,
which was partially offset by dividend paid totalling to
FY2010财务年末，集团的总股东权益增加了人民币2,640
万，或14.4%, 至人民币2.09亿。主要是由于在FY2010财务
年, 集团取得了人民币4,050万的综合性收入, 并支付了共约
人民币1,410万的股息。
RMB14.1 million.
The Group’s cash flow position remained strong with net
cash inflow from operating activities of RMB34.3 million
in FY2010. Cash and bank balances amounted to RMB72.1
million at the end of FY2010 compared with RMB62.9
集团的现金流量状况仍然保持强稳。FY2010财务年净经营
性活动现金流入达人民币3,430万。与FY2009财务年末现
金和银行存款人民币6,290万相比较，FY2010财务年年末
现金和银行存款总值约达到人民币7,210万.
million at the end of FY2009.
REVIEW OF OPERATION
经营回顾
In FY2010, the Group achieved an increase of 20.4% in
FY2010财务年, 由于来自新旧客户订单量的上升, 集团的总
拉链销售数量取得了20.4%的增长。其中, 金属拉链, 树脂拉
链和尼龙拉链的销售量, 分别取得了35.1%, 20.4%和14.1%的
增长,并拉升了集团相比FY2009财务年的整体生产产能使
用率。
overall quantities of zippers sold due mainly to higher sales
orders received from both its existing and new customers in
the PRC. The sales of metal, resin and nylon had increased
by 35.1%, 20.4% and 14.1% respectively, which led to a
comparatively higher utilisation of our production capacity
when compared with that of FY2009.
CMZ Zipper (HongKong) Co., Limited (“CMZ HK”), the
Group’s subsidiary in Hong Kong, commenced its operation
in December 2008. In FY2010, CMZ HK had yet to contribute
significant revenue to the Group due mainly to the overall
unfavourable market conditions. The Group is currently
集团在香港成立的子公司,驰马拉链(香港)有限公司
(“CMZ HK”), 已在2008年12月开始运作。在FY2010年
财务年间, 由于整体不良的经营环境影响, CMZ HK并没有
为集团带来明显的贡献。集团目前正在重新审察CMZ HK
的运营策略, 作出适势的调整。
reviewing the operation strategies of CMZ HK and will
make necessarily revision in due course.
The Group had also adjusted the selling prices of various
zipper types it manufactured in FY2010 as a result of the
decline in cost of raw materials. However, these adjustments
had impacted positively on the overall gross profit margin
of the Group instead of the reversal, thanks to its right
marketing strategies and products position in the market.
由于原材料价格的持续下降,集团在FY2010财务年下调了
拉链销售单价。然而,由于集团正确的市场策略和产品定位,
这个行动相反的为集团的毛利率带来正面的影响,并取得了
增长。
15
CMZ
2010
ANNUAL
DISPLAY
our
products
NYLON ZIPPERS
These are shaped by heating polyester pellets under
high temperature, and undergo the processes of
sewing, dyeing, reprocessing, assembling and
examination. They are widely used in sleeping bags
handbags and garments such as pockets, trousers,
skirts and sports wear.
METAL ZIPPERS
These
are
processing
produced
and
by
deep
assembling
of
metal materials such as copper and
aluminium alloy. Being durable,
they are widely used in high-end
garments such as trousers, children
wears, jackets, jeans and working
cloth, and luggage bags.
RESIN ZIPPERS
These are made of polyoxymethylene and go
through the processes of shaping, colour matching,
processing, assembling and examination. They are
widely used in down feather garments, ski clothes,
windbreakers, exposure clothes and luggage bags.
16
CMZ
2010
ANNUAL
DISPLAY
cmz-holdings.com
fashion
trends
annual
DISPLAY
CORPORATE
GOVERNANCE
REPORT
18
CMZ
2010
ANNUAL
DISPLAY
CORPORATE GOVERNANCE REPORT
The Board of Directors (the “Board”) of CMZ Holdings Ltd. (the “Company”) is committed to high standards of
corporate governance within and throughout the Company and its subsidiaries (the “Group”) by following closely the
recommendations of the Code of Corporate Governance 2005 (the “Code”) to advance its mission to create value for the
Group’s customers and shareholders. This report sets out the Company’s corporate governance practices with specific
reference to the principles of the Code.
BOARD MATTERS
Principle 1 :
Board’s Conduct of Its Affairs
The primary function of the Board is to protect and enhance long-term value and returns for its shareholders.
The Board oversees the Group’s overall policies, strategies and objectives, key operational initiatives, performance and
measurement, internal control and risk management, major funding and investment proposals, financial performance
reviews and corporate governance practices. Approval of the Board is required for matters such as corporate restructuring,
mergers and acquisition, major investments and divestments, material acquisitions and disposals of assets, major
corporate policies on key areas of operations, share issuance, dividend and other returns to shareholders, acceptances of
bank facilities, annual budget, release of the Group’s half year and full year’s results and interested person transactions
of a material nature.
The Board conducts regular scheduled meetings on a half-yearly basis to coincide with the announcement of the Group’s
half-yearly results. Ad-hoc Board meetings are convened as and when they are deemed necessary in between the
scheduled meetings. The Articles of Association of the Company provide for Directors to convene meetings by ways
of tele-conferencing, video conferencing, audio or other similar communications equipment. When a physical Board
meeting is not possible, timely communication with members of the Board can be achieved through electronic means
and the circulation of written resolutions for approval by the relevant members of the Board or Board committees.
The Board is also being informed about the operation of the Group through regular updates by Management in period
other than the half-yearly meeting.
To assist in the execution of its responsibilities, the Board has delegated specific authority to the various Board committees
namely the Audit Committee, Nominating Committee and Remuneration Committee. All Board Committees are chaired
by an independent Director and consist a majority of independent Directors.
Principle 2 :
Board Composition and Balance
Presently, the Board comprises five Directors of whom two are executive Directors, one is non-executive Director, and two
are non-executive independent Directors. The profile of the Directors is set out on pages 8 and 9 of this Annual Report.
The present composition of the Board complies with the Code’s guidelines that independent Directors make up one-third
of the Board.
The Nominating Committee reviews the independence of each Director on an annual basis.
19
CMZ
2010
ANNUAL
DISPLAY
(continued)
The Nominating Committee also review the size and composition of the Board on an annual basis to ensure that it has
an appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective
functioning and informed decision-making. The Board considers its current Board size appropriate for the nature and
scope of the Group’s operations. Each director has been appointed on the strength of his caliber, experience and stature
and is expected to bring a valuable range of experience and expertise to contribute to the development of the Group
strategy and the performance of its business.
Non-executive Directors contribute to the Board process by monitoring and reviewing Management’s performance
against goals and objectives. Their views and opinions provide alternative perspectives to the Group’s business. When
challenging Management proposals or, decisions, they bring independent judgement to bear on business activities and
transactions involving conflicts of interest and other complexities.
Principle 3 :
Chairman & Chief Executive Officer
To ensure a balance of power and authority within the Company, the role of the Executive Chairman and the Chief
Executive Officer (“CEO”) of the Company are undertaken by Mr. Shao Kesheng and Mr. Shao Dajun respectively.
The Executive Chairman, Mr. Shao Kesheng is the founder of the Group and plays a key role in developing the business
of the Group and provides the Group with strong leadership and vision. He manages the business of the Board and
the Board committees. He approves the agendas for the Board and exercise control over the quality, quantity, accuracy
and timeliness of information flow between the Board and Management of the Company. He encourages constructive
relations between the Board and Management and amongst the Board members. All major decisions made by the
Executive Chairman are reviewed by the Board.
The CEO manages the businesses of the Group and implements the decision made by the Board. The CEO is responsible
for the day-to-day operation of the Group.
The performance and appointment of the Executive Chairman and the CEO to the Board are reviewed periodically by
the Nominating Committee and their remuneration package is reviewed periodically by the Remuneration Committee.
Both the Nominating Committee and Remuneration Committee comprise a majority of non-executive Directors. As such,
the Board believes that there are adequate safeguards in place against an uneven concentration of power and authority
in a single individual. In line with the recommendations in the Code, Mr. Lien Kait Long has been appointed the Lead
Independent Director of the Company to address the concerns, if any, of the Company’s shareholders.
20
CMZ
2010
ANNUAL
DISPLAY
(continued)
Principle 4 :
Board Membership
The Nominating Committee (“NC”), regulated by a set of written terms of reference, comprises three Directors, majority
of whom are non-executive, including the Chairman who is not, and who is not directly associated with, any substantial
shareholder of the Company. The nature of the Director’s appointment of the Board and the details of their membership
on the Board committees are set out below:
Directors
Board Membership
Shao Kesheng
Audit
Remuneration
Nominating
Executive / Chairman
Shao Dajun
Executive / CEO
Shen Bin
Non- Executive
Member
Member
Lien Kait Long
Independent
Chairman
Member
Siow Chee Keong
Independent
Member
Chairman
Member
Member
Chairman
The NC makes recommendations to the Board on all nominations for new appointments and re-appointments to the Board
and the Board Committees. In the case of nomination for re-appointment, the NC reviews the Directors’ contribution and
performance to decide whether a Director is able to and has been adequately carrying out his duties as a Director. It
ascertains the independence of independent and non-executive Directors and evaluates the Board’s performance.
In accordance with the Company’s Articles of Association, each Director is required to retire at least once in every three
years by rotation and all newly appointed Directors will have to retire at the next Annual General Meeting (“AGM”)
following their appointments. The retiring Directors are eligible to offer themselves for re-election. Pursuant to Article 88
of the Company’s Articles of Association, Directors of the Company who were newly appointed by the Board since the
last AGM will have to retire at the forthcoming AGM.
In this regard, the NC recommended the re-appointment of two Directors, namely, Shao Kesheng and Siow Chee Keong
pursuant to Article 89 of the Company’s Articles of Association at the forthcoming AGM. The Board has also accepted the
NC’s recommendation and these two Directors will be offering themselves for re-election.
Principle 5 :
Board Performance
The Company acknowledges the importance of a formal assessment of Board performance and has adopted a formal
system of evaluating Board performance as a whole. An evaluation of Board performance will be conducted annually to
identify areas of improvement and as a form of good Board management practice.
The evaluation of Board’s performance as a whole deals with matters on Board composition, information to the Board,
Board procedures, Board accountability and CEO / top management.
The NC is of the opinion that the Board is able to exercise objective judgement on corporate affairs independently and no
individual or small group of individuals dominates the Board’s decision making process.
21
CMZ
2010
ANNUAL
DISPLAY
(continued)
The attendances of each Board member at the meetings of the Board and other committees in respect of the financial year
ended 31 March 2010 are as follows:
Directors
Board meeting
Audit
Remuneration
Nominating
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Shao Kesheng
2
2
-
-
-
-
-
-
Shao Dajun
2
2
-
-
-
-
1
1
Shen Bin
2
1
3
1
2
1
1
1
Lien Kait Long
2
2
3
3
2
2
-
-
Siow Chee Keong
2
2
3
3
2
2
1
1
Principle 6 :
Access to Information
Board members are provided with adequate and timely information on Board affairs and issues that require the Board’s
decision. All Directors have independent access to the Group’s senior management and the Company Secretary. All
Directors are provided with complete and adequate information prior to Board meetings and on an ongoing basis. The
Company Secretary provides secretarial support to the Board, ensure adherence to Board procedures and relevant rules
and regulations, which are applicable to the Company. The Company Secretary attends all Board meetings.
Should Directors, whether as a group or individually, need independent professional advice to fulfill their duties, such
advice will be obtained from a professional entity of the Director’s choice and the cost of such professional advice will be
borne by the Company.
REMUNERATION MATTERS
Principle 7 :
Procedure for Developing Remuneration Policies
Principle 8 :
Level and Mix of Remuneration
Principle 9 :
Disclosure on Remuneration
The Remuneration Committee (“RC”), regulated by a set of written terms of reference, comprises three non-executive
Directors, majority of whom, including the Chairman is independent.
The RC meets at least once annually.
The RC reviews and recommends to the Board (a) the remuneration packages of all Executive Directors and Executive
Officers of the Group, (b) directors’ fees for Non-Executive Directors, which are subject to shareholders’ approval at the
AGM, and (c) all service contracts of the Executive Directors.
If required, the RC will seek expert advice inside and/or outside the Company on remuneration of all Directors.
The Chairman and CEO’s remuneration as set out in their service agreements, which consist mainly of salary. In accordance
with the service agreement, the CEO is also entitled to an incentive bonus to be determined based on the formula set out
in the Company’s IPO Prospectus dated 6 July 2007.
22
CMZ
2010
ANNUAL
DISPLAY
(continued)
The Non-Executive Directors do not have any service agreements with the Company. Except for directors’ fees, which
have to be approved by Shareholders at every AGM, the Non-Executive Directors do not receive any other forms of
remuneration from the Company.
The RC had recommended to the Board an amount of S$100,000 as directors’ fees for the financial year ended 31 March
2010. The Board will table this at the forthcoming AGM for shareholders’ approval.
Other than the Directors’ fees for the independent and non-executive Directors that are set in accordance within
a remuneration framework, the Board has decided that the policy on annual remuneration will not be tabled at the
forthcoming AGM.
No Director is involved in deciding his own remuneration.
Breakdown of each individual Director’s remuneration, in percentage terms showing the level and mix for the financial
year ended 31 March 2010, is as follows:
Name of Director
Salary
Bonus
Director’s
fees
Other
benefits
Total
%
%
%
%
%
80
20
-
-
100
100
-
-
-
100
S$250,000 to below S$500,000
Shao Dajun
Below S$250,000
Shao Kesheng
Shen Bin
-
-
100
-
100
Lien Kait Long
-
-
100
-
100
Siow Chee Keong
-
-
100
-
100
There was no employee of the Group who are immediate family members of a director or substantial shareholder and
whose remuneration exceeds S$150,000 during the financial year ended 31 March 2010.
Details of remuneration paid to the top Executive Officers of the Group (who are not Directors) for the financial year ended
31 March 2010 are set out below:
Salary
Bonus
Other
benefits
Total
%
%
%
%
Pei Shizhong
93
7
-
100
Yu Shiyang
93
7
-
100
Wong Yoon Thim
86
14
-
100
Name of Executive Officer
Below S$250,000
23
CMZ
2010
ANNUAL
DISPLAY
(continued)
ACCOUNTABILITY AND AUDIT
Principle 10 :
Accountability
The Board provides to the shareholders, a balanced and understandable assessment of the Company’s performance,
position and prospects through the presentation of the annual financial statements and results announcements at least
every half yearly.
The Management currently provides the Board with appropriately detailed management accounts of the Group’s
performance, position and prospects on a timely basis in order for the Board to discharge its duties effectively.
Principle 11 :
Audit Committee
The Audit Committee (“AC”), regulated by a set of written terms of reference, comprises three Directors, majority of whom,
including the Chairman is independent. The Independent Directors do not have any existing business or professional
relationship of a material nature with the Group, other Directors or substantial shareholders.
Of the three members, two members are independent Directors of the Company, who bring with them invaluable
managerial and professional expertise in the financial, legal and business management spheres.
The AC meets at least twice times a year and as and when deemed appropriate to carry out its functions.
The AC has full access to and the co-operation of Management, has full discretion to invite any Director or Executive
Officer to attend its meetings and has been given adequate resources to enable it to discharge its functions. The AC also
has the explicit powers to conduct or authorize investigations into any matters within its terms of reference.
The AC performs the following functions:
•
Reviews the annual and half yearly financial statements of the Company and the Group before submission to the
Board for adoption;
•
Reviews with the external auditors, their audit plans and audit reports;
•
Reviews the cooperation given by the Company’s officers to the external and internal auditors;
•
Reviews interested person transactions;
•
Reviews the adequacy of the Company’s internal controls and effectiveness of the Company’s internal audit function;
•
Nominates and review the appointment or re-appointment of external auditors; and
•
Reviews the independence of the external auditors annually.
The Company has put in place a Whistle-Blowing Policy. The AC reviews arrangements by which staff may in confidence,
raise their concerns about possible improprieties in matters of financial reporting or other matters. The objective of the
Policy is to ensure that arrangements are in place, for the independent investigation of such concerns and for appropriate
follow-up action.
Both the AC and Board have reviewed the appointment of different auditors for its subsidiaries and/or significant
associated companies and satisfied that the appointment of different auditors would not compromise the standard and
effectiveness of the audit of the Company. Accordingly, the Company has complied with Rule 716 of the Listing Rules of
the SGX-ST.
24
CMZ
2010
ANNUAL
DISPLAY
(continued)
The external auditor, Horwath First Trust LLP, did not provide any non-audit services during the financial year ended 31
March 2010 and the Company did not pay any non-audit fees to the external auditor. Hence, the AC is of the opinion that
there is no issue relating to provision of non-audit service that may affect their independence and objectivity. The AC had
recommended the re-appointment of Horwath First Trust LLP as external auditors at the forthcoming AGM.
Annually, the AC meets with the external auditors and internal auditors without the presence of Management.
Principle 12 :
Internal Controls
The Board recognizes that no internal control system will preclude all errors and irregularities. The system is designed to
manage rather than to eliminate the risk of failure to achieve business objectives. The controls are to provide reasonable,
but not absolute, assurance to safeguard shareholders’ investments and the Group’s assets.
The AC has engaged external and internal auditors to review the adequacy of the Group’s system of internal controls,
ensure internal control weaknesses are ratified.
The AC will ensure that a review of the effectiveness of the Group’s material internal controls, including financial,
operational and compliance controls and risk management, is conducted annually. In this respect, the AC will review the
audit plans, and the findings of the auditors and will ensure that the Group follows up on the auditors’ recommendations
raised, if any, during the audit process.
Management will regularly review the Group’s business and operational activities to identify areas of significant business
risks as well as appropriate measures to control and mitigate these risks within the Group’s policies and strategies.
Principle 13 :
Internal Audit
In accordance with the AC’s recommendation, the Company has appointed an Internal Auditor (IA) with duties to:
•
Assess if adequate system of internal controls are in place to protect the fund and assets of the Group and to ensure
control procedures are complied with;
•
Assess if operation of the business processes under review are conducted efficiently and effectively; and identify
and recommend improvement to internal control procedures, where required.
The IA reports directly to the AC Chairman on internal audit matters and to Management on administrative matters.
The AC also meets the IA at least once a year without the presence of Management.
The AC has reviewed the Group’s internal control assessment and based on the internal auditors’ and external auditors’
reports and the internal controls in place, it is satisfied that there are continuous improvement for internal controls in the
Group.
To ensure the adequacy of the internal audit function, the AC reviews and approves the internal audit plan on an annual
basis.
25
CMZ
2010
ANNUAL
DISPLAY
(continued)
COMMUNICATION WITH SHAREHOLDERS
Principle 14 :
Communication with Shareholders
Principle 15 :
Greater Shareholder Participation
The Board is mindful of the obligation to keep shareholders informed of all major developments that affect the Group in
accordance with the SGX-ST listing rules.
The Board places great emphasis on investor relations. The Company strives to maintain a high standard of transparency
and to promote better investor communications.
Information is communicated to shareholders on a timely basis through:
•
annual reports that are prepared and issued to all shareholders within the mandatory period;
•
announcements and press releases issued via SGXNET and the press;
•
notices of shareholders’ meetings are advertised in a newspaper in Singapore; and
•
the Company’s website at www.cmz-holdings.com at which shareholders can access information on the Group.
Shareholders are encouraged to attend and participate at the Company’s general meetings to ensure a high level of
accountability and to stay informed of the group’s strategy and goals. The Board (including the Chairman of the respective
Board committees) as well as Management attends the Company’s AGM to address any question that shareholders may
have. The external auditors also attend the AGM to address shareholders’ queries about the conduct of audit and the
preparation and content of the auditors’ report.
SECURITIES TRANSACTIONS
The Group has adopted a set of code of conduct to provide guidance to its officers regarding dealings in the Company’s
securities, in compliance with Rule 1207(18) of the Listing Manual of the SGX-ST.
The Group prohibits the Directors and employees to trade in the Company’s securities, during the period beginning 1
month before the date of the announcement of the full year or half year results respectively and ending on the date of the
announcement of the relevant results. Directors and employees are also advised against dealing in the securities when
they are in possession of any unpublished material price-sensitive information of the Group.
INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy governing procedures for the identification, approval and monitoring of
interested person transactions (the “IPTs”). All IPTs are subject to review by the AC to ensure that they are carried out on
an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of the shareholders.
In the event that a member of the AC is interested in any IPTs, he will abstain from reviewing that particular transaction.
The Board will ensure that all disclosure, approval and other requirements on IPTs, including those required by prevailing
legislation, the Listing Manual and accounting standards are complied with.
26
CMZ
2010
ANNUAL
DISPLAY
(continued)
The AC has reviewed the following IPTs (the details of which were disclosed in the Company’s announcements to the
SGX-ST) for the financial year ended 31 March 2010 in accordance with its existing procedure:
Name of interested persons
Aggregate value of all IPTs
during the financial year ended
31 March 2010 (excluding
transactions less than S$100,000
and transactions conducted
under shareholders’ mandate
pursuant to Rule 920 of the
Listing Manual)
Aggregate value of all IPTs
conducted under shareholders’
mandate pursuant to Rule
920 of the Listing Manual
(excluding transactions less
than S$100,000)
RMB’000
RMB’000
4,833
–
CMZ Zipper (Wuxi) Co., Ltd
Purchases of property, plant and equipment
Save as disclosed under the section “Notes to the Financial Statements” on page 79 of this Annual Report, there were
no other interested person transaction (with value more than S$100,000) conducted during the financial year ended 31
March 2010.
MATERIAL CONTRACTS
Saved for the Service Agreements entered with Shao Kesheng and Shao Dajun, there were no material contracts during
the financial year ended 31 March 2010 as required to be reported under Rule 1207(8).
USE OF PROCEEDS FROM IPO
As at 31 March 2010, approximately S$14.9 million have been used for the purposes as stated in the Company’s Prospectus.
The details of the deployment are as follows:
Intended use of
proceeds from IPO
Cumulative amount
deployed up to 31
March 2010
Amount to be
deployed as at 31
March 2010
S$’000
S$’000
S$’000
Expansion of production capabilities
889
889
-
(b) Construction of production plants and
buildings
2,200
2,200
-
(c) Acquisition of new production equipment
and computer system
4,607
4,607
-
Research and development purposes
991
628
363
Expansion of sales and marketing network
991
991
-
Working capital purposes
5,585
5,585
-
Total, net of IPO expenses
15,263
14,900
363
(a) Acquisition of land use right
The S$363,000 will be utilized as working capital for the Company.
27
CMZ
2010
ANNUAL
DISPLAY
(continued)
RISK MANAGEMENT
The Company does not have a Risk Management Committee. However, the management regularly reviews the Company’s
and the Group’s business and operational activities to identify areas of significant business risks as well as appropriate
measures to control and mitigate these risks. The management reviews all significant control policies and procedures and
highlights all significant matters to the Directors and the AC.
28
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
驰马拉链控股有限公司 (简称“公司”)的董事局致力于公司及其子公司(合称“集团”）内外贯彻执行高水平的企业治理标准，
并遵从颁布的2005年企业治理准则 (简称“准则”), 以完成其为集团客户和股东创造价值的使命。本报告列举了公司参考了准则
中的特定原则要求, 而采用的企业治理条例。
董事局事项
原则 1 :
董事局对其事务的管理
董事局的主要职责是保障和提高股东的长期利益和回报。
董事局检查集团的总体主要方针、战略和目标、重要运营措施、监控及鉴定成果表现、集团内部的控制及风险管理、主要的投资
集资建议、财务表现的审查和公司治理的实践。下列是必需董事局批准的事项：公司重组、兼并收购、重大投资和撤资、重大资
产收购及出售、关于公司主要的运营政策、股票发行、股息和其他的股东收益、银行授信额度的接受、年度预算、集团全年或半
年报告的发布以及具有重要性质的关联方交易。
董事局每半年召开一次例常会议，这是与集团每半年的业绩公告发布是一致的。当董事认为有必要时，董事局可于例会之间召开
特别董事局会议。公司章程规定董事可以通过电话会议、视频会议、音频或其他类似交流设备召开会议。当没有必要当面召开董
事局会议时，董事局或董事局成员可以通过电子通讯方式以及书面决议的方式，与其他董事局成员进行实时的交流。
除董事局会议以外, 管理层也将定期向董事局汇报集团的运营情况。
为帮助其履行职责，董事局可将特定权力授予相关的董事局委员会：审计委员会、提名委员会和薪酬委员会。所有董事局委员会
都是由独立董事担任主席的，而这些委员会的成员大部分都是由独立董事组成的。
原则 2 :
董事局的结构和平衡
目前，董事局由5名成员组成，其中2名为执行董事，1名为非执行董事，另外2名为非执行独立董事。请参阅本年度报告的第8和9
页关于各位董事的资历详情。
公司目前的董事局结构是符合守则中的规定条例的, 既独立董事人数至少须占董事局总人数的三分之一。
提名委员会每年度审查董事的独立性。
提名委员会每年度审查董事局的结构和组织，以确保董事局的成员结构既达到专业性和治理经验的合理平衡，又同时具有有效运
行和作出决策时所必要的核心竞争力。董事局认为其目前的董事局规模和结构是适合集团目前运营的性质和范围的。每一位董事
的任用是根据其专业才能、工作阅历和成就来决定的, 并能为集团在制定发展策略和运营业绩方面, 贡献其丰富的经验和专业意
见。
非执行董事的任务是通过参考集团运营目标和实际绩效来考核管理层的表现, 并参与董事局执行其任务的过程。他们的观点和意见
给集团的业务提供另一种视角和考量。对管理层的建议和决策提出质疑时，他们能为牵涉到利益冲突和其他复杂事项的业务活动
和交易作出独立的判断。
原则 3 :
主席及首席执行官
为了确保公司内部权利与职能的平衡, 公司的主席和首席执行官(“CEO”)分别由邵克生和邵达君担任。
29
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
公司的主席，邵克生先生是集团的创始人，在集团发展中起着重要作用，给集团带来了强有力的领导和方向。他掌管董事局和董
事局委员会的事务，并核准董事局会议议程，负责董事局和公司管理层之间的信息流的质量、数量准确性和时效性。他推广董事
局与管理层之间以及执行董事和独立董事之间建立建设性的关系。主席所作的所有重大决定都必须要通过董事局审查的。
CEO管理集团事务并执行董事会的决定，同时也负责集团日常运作。
主席和CEO的委任以及他们的表现考核和薪酬，分别由提名委员会和薪酬委员会定期审查监督，后向董事局报告。提名委员会和
薪酬委员会的成员多数是由非执行董事组成的。同样的，董事局认为在防止权力和权威过于集中于同一个人身上方面，董事局有
足够的保障措施。根据准则的建议，连克农先生被任命为本公司首席独立董事，表达公司股东的担忧（如有）。
原则 4 :
董事局成员
提名委员会(“NC”)，为其职权范围书管制和规范，由其中3名董事组成。大部分的NC成员是非执行董事，而且包括NC的主席在
内, 它们都不是公司的大股东, 也不与公司大股东有直接利益挂钩。
下列是董事局成员在各董事局委员会担任的职务明细:
董事姓名
董事会成员资格
审计委员会
薪酬委员会
邵克生
执行主席
邵达君
首席执行官
沈斌
非执行董事
成员
成员
连克农
独立董事
主席
成员
萧子强
独立董事
成员
主席
提名委员会
成员
成员
主席
NC将新委任和重新委任的所有被提名者推荐给董事局和董事局委员会。关于重新委任董事事项，NC将根据董事的贡献和表现，
以确定相关董事是否有能力并已充分履行了其董事该有的职责。NC确定独立董事和非执行董事的独立性并对董事局的整体表现作
出评价。
根据本公司章程，每名董事，在三年内至少轮流离任一次，新任命的董事在其任命之后的下一次年度股东大会上自动离任。离任
的董事可以重新选举。根据公司章程第88条上的规定，上次年度股东大会上由董事局任命的公司董事在下一次年度股东大会上必
须离任。
据此，依照公司章程第89条，NC在下次年度股东大会上将推荐重新任命2名董事，分别为邵克生和萧子强。董事局也接受了NC
的推荐，此2名董事将重新参加选举。
原则 5 :
董事局表现
公司认同对董事局的表现进行评估之重要性，为此已采纳了一套正规的评估体制。为确定董事局在履行其职责时需要改进的地
方，并把它视为是一项良好的管理实践，每年对董事局表现进行评估。
对董事局表现的总体评价主要涉及董事局布局、对董事局的报告、董事局程序、董事局尽责表现以及首席执行官/高级管理人员等
事项。
提名委员会认为董事局能够在公司的事务上，独立地执行其客观的判断，没有个体或者小的个体组织支配董事局的决策过程。
30
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
在截止到2010年3月31日的财务年中，董事局和各委员会会议的出席情况如下:
董事姓名
董事会会议
审计委员会
薪酬委员会
提名委员会
举行次数
出席次数
举行次数
出席次数
举行次数
出席次数
举行次数
出席次数
邵克生
2
2
-
-
-
-
-
-
邵达君
2
2
-
-
-
-
1
1
沈斌
2
1
3
1
2
1
1
1
连克农
2
2
3
3
2
2
-
-
萧子强
2
2
3
3
2
2
1
1
原则 6 :
获取信息
董事局成员就需要董事局作出决定的事项和问题上获取充足和及时的信息。所有董事可以独立的接触集团高级管理人员和公司秘
书以获取相关的信息。所有董事在董事局会议前可实时接触完整和充足的信息。公司秘书向董事局提供秘书服务，确保遵守董事
局程序和相关适用于公司的规则和法规。公司秘书参与所有董事局会议。
无论是以个人还是集体的名义，当董事需要有独立的专业性意见来完成其职责时，董事可选择咨询专业机构来获取该专业性意
见，而相关的费用将由公司承担。
薪酬事项
原则 7 :
原则 8 :
原则 9 :
推进薪酬政策的程序
薪酬水平和组合
薪酬的披露
薪酬委员会(“RC”)，为其职权范围书规范，由其中3名董事组成，而大部分的RC成员，包括RC的主席，都是非执行董事。
RC每年至少开会一次。
RC就以下事项进行审查并向董事局作出建议：(a)集团所有执行董事和执行官的薪酬(b)非执行董事的董事费，受制于股东在年度
股东大会上的批准(c)执行董事的所有服务协议。
如有必要，RC将就所有董事薪酬事项在公司内部和/或外部征询专家意见。
主席和首席执行官的薪酬，根据他们个别与公司签定执行董事服务协议上规定的，主要是由每月工资组成的。而根据首席执行官
的服务协议、除了每个月的工资，首席执行官也可以支取以公司在2007年7月6日首次公开发行招股说明书所决定的奖金。
非执行董事与公司不签任何服务协议。除了必须在每年年度股东大会上由股东批准的董事费，非执行董事不再从本公司获取其他
任何形式的报酬。
RC向董事局建议截止2010年3月31日的财务年，董事费为新币10万元，董事局将在下次年度股东大会上讨论以征得股东批准。
除了根据薪酬框架确定的独立和非执行董事的董事费，董事局决定将不会在下次年度股东大会上讨论其他关于年度薪酬的政策。
每位董事成员都不得参与决定他本身的薪酬。
31
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
下表是截止2010年3月31日财务年内，每位董事的薪酬明细，分别以百分比显示：
董事姓名
薪水
奖金
董事费
其他收益
总计
%
%
%
%
%
80
20
-
-
100
100
-
-
-
100
沈斌
-
-
100
-
100
连克农
-
-
100
-
100
萧子强
-
-
100
-
100
新币250,000至新币500,000以下
邵达君
新币250,000以下
邵克生
截止2010年3月31日财务年内，集团没有一位职员是董事或者大股东的直属家庭成员而其薪酬是超过新币15万元的。
截止2010年3月31日财务年内，支付给集团执行官（非董事）的详细薪酬详细列表如下：
执行官名字
薪水
奖金
其他收益
总计
%
%
%
%
裴世中
93
7
-
100
俞世洋
93
7
-
100
黄润添
86
14
-
100
新币250,000以下
责任制及审计
原则 10 :
责任制
董事局至少每半年向股东陈述公司和集团的财务报告和业绩公告，提供公司的运营表现、运营现状和前景的合理,保守的评论。
目前，管理层按时向董事局提供关于集团的运营表现、运营现状和前景的管理记录和相关适用的信息，以便董事局有效地履行其
责任。
原则 11 :
审计委员会
审计委员会(“AC”)，为其职权范围书管制和规范，由其中3名董事组成，而大部分的AC成员，包括AC的主席,都是独立的。
3名AC成员中，2名是公司独立董事，为公司的财务、法律和企业管理方面提供有效的管理和专业意见。
如认为为执行其职责所必要，AC每年至少会面2次。
AC可以直接接触管理层并得到其配合。AC也可以自主决定邀请任何一名董事或者执行官参与其会议，以获得足够的信息资源使
其履行职责。AC也有权在其授权调查范围内执行或批准调查任何事项。
32
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
AC履行下列职责：
•
在将公司和集团年度和半年度财务报告提交给董事局之前对其进行审查；
•
与外部审计师审查有关的审计计划和审计报告；
•
审查公司高级职员给外部审计师和内部审计师提供的合作；
•
审查关联人交易；
•
审查公司内部控制的充足性和公司内部审计师职能的有效性；
•
提名外部审计师并对其任命和重新任命进行审查；和
•
每年审查外部审计师的独立性。
公司采用了检举揭发政策。AC审查相关的程序安排以让公司任何职员可以提出关于可能不适当的财务报告或其他事项。该政策的
目的是保证相关程序已完善的建立，让有关事项给予独立的调查和进行适当的后续行动。
AC和董事会审核了有关集团子公司，或显著的联合股份公司聘请集团外部审计师以外的审计师进行审计工作的事宜，并对聘请不
同的外部审计师将不会影响公司整体审计的水平和有效性。因此，公司在这方面已遵守了新加坡证券交易所的上市手册规则第716
条。
在截止2010年3月31日的财务年内，外部审计师Horwath First Trust LLP没有提供任何非审计服务，因此AC认为没有存在因提
供非审计服务而可能影响外部审计师工作的独立性和客观性的有关问题。AC建议在下次年度股东大会上重新聘用Horwath First
Trust LLP为外部审计师。
每年，AC将在管理层不在场的情况下同内控审计师和外部审计师会晤。
原则 12 :
内部控制
董事会意识到没有一个内部控制系统能够排除所有错误和犯规的风险。该系统的设计旨在管理而不是完全排除业务失败的风险。
这些控制能够向股东投资和集团资产的保护提供合理的，但不是绝对的保证。
审计委员会要求外部和内控审计师检查集团内部控制系统的充分性，确保内部控制缺陷得到矫正。
审计委员会将确保对集团内控的有效性进行年度检查，包括财务，经营以及合法控制和风险管理。在这个方面，审计委员会将在
审计进行过程中，检查审计计划和审计师发现的问题，并确保集团能够根据审计师提出的建议实施相应的改进措施。
管理层会定期检查集团业务和运营情况，从而在集团运营方针和战略范围内，来判觉集团的重大业务风险事项，和能够控制并减
轻这些风险的恰当措施。
原则 13 :
内控审计
根据审计委员会的推荐，公司聘请了内控审计师，其职责如下:
•
评估保护集团资金和资产的内部控制系统是否恰当以及确保控制程序的实施;
•
评估所检查的业务流程运作是否有效率和有效地进行；和
•
如果有必要的话，确定和建议内部控制程序的改进。
对于内控审计事宜，内控审计师直接向审计委员会主席报告；对于行政事宜，内控审计师将直接向管理层报告。
审计委员会每年至少一次在管理层不出席的情况下与内部审计师会晤。
33
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
审计委员会已经审查了集团的内部控制评估。参考内审和外审的报告以及目前的内控情况，审计委员会对集团内部控制的不断改
进表示满意。
为了保证内控审计职能的恰当性, 审计委员会将每年对内部审计计划进行审批。
与股东的沟通
原则 14 :
原则 15 :
与股东的沟通
增加股东参与程度
董事局应有义务不忘通知股东所有根据新加坡证券交易所上市准则影响集团的所有重大发展。
董事局很重视同投资者的关系。公司力争维持一个高水平的透明度和促进同投资者的交流。
通过以下方式按时向股东提供信息：
•
在法定期限内准备和提供年度报告给所有的股东；
•
通过新加坡证券交易所网和媒体发布的公告和新闻稿；
•
在新加坡报纸上刊登的股东会议通知；和
•
股东可以获取集团信息的公司网址www.cmz-holdings.com
鼓励股东参加公司的年度股东大会以保证高水平的责任感，获得集团运营策略和目标的相关信息。董事局（包括相应委员会主
席）以及管理层参加公司年度股东大会回答股东提出的任何问题。外部审计师也参加年度股东大会，就审计的情况和审计报告制
备和内容回答股东的质询。
证券交易
集团已采用一系列行为准则对其管理人员就根据新加坡证券交易所上市手册规则第1207(18)条关于公司交易证券提供指引。
在全年报告或半年报告公告前1个月开始，相关结果公布日结束的时期之内，集团禁止董事和员工交易公司证券。董事和员工也劝
告不得在其持有集团未公布的重要价格敏感信息时，进行交易证券。
关联人士交易
公司采用一套内部政策管理程序来明确，批准和监督关联方交易。所有关联方交易都需要经过审计委员会的审核，确保交易是按
普通商业条款进行的，不会损害股东的利益。
如果审计委员会中的任何一名成员牵涉到关联方交易，他将不参与该交易的审核。
董事会确保严格遵守所有关联方交易的披露,批准和其他关联方交易,都符合现行法律，新加坡证券交易所上市手册和会计准则规定
的要求。
34
CMZ
2010
ANNUAL
DISPLAY
企业治理报告
(续)
根据目前的程序，在截止2010年3月31日财务年中，审计委员会已经审核以下关联方交易(详情已在新加坡证券交易所的公司公告
中披露):
关联方名称
在截止2010年3月31日财务年内关
联方交易累积总值(除低于新币10
万的交易和依照上市手册第920条
股东授权关联方交易规定进行的交
易以外)
在2010年3月31日财务年内依照关
联方交易授权进行的所有交易(或依
照上市手册第920条股东授权关联
方交易规定进行的交易)的累积总值
(除低于新币10万的交易)
RMB’000
RMB’000
4,833
–
驰马拉链(无锡)有限公司
收购固定资产
除了以上所披露和在年报的第79页”财务报告注解”部分中披露的，截止2010年3月31日为止没有其他的关联方交易(超过新币10
万)需要披露。
重要合同
除了与邵克生和邵达君签订的服务协议，在截止2010年3月31日的财务年内没有其他需要根据1207(8)规则披露的其他重要合同。
上市筹集资金的运用
截止2010年3月31日，本公司已运用了大约新币1,490万元作扩充用途。其明细如下:
根据招股书的筹集
资金使用
截止2010年3月31日
使用了筹集资金
截止2010年3月31日
未使用筹集资金
新币’000
新币’000
新币’000
扩大生产能力
•
购买土地使用权
889
889
-
•
增建产房
2,200
2,200
-
•
购买新的生产设备和电脑装备
4,607
4,607
-
研发目的
991
628
363
扩大营销网络
991
991
-
流动资金目的
5,585
5,585
-
15,263
14,900
363
合计，扣除上市费用
其余的新币36万3千将会作为公司的流动资金。
风险管理
公司没有风险管理委员会。然而，管理层经常审查公司及集团的业务和运作活动来确认具有显著商业风险的地方以及控制和减少
风险的适当的措施。管理层审查所有重大控制政策和程序，向董事局和AC反映所有重大事项。
35
CMZ
2010
ANNUAL
DISPLAY
CONTENTS
36
Directors’ Report
45
Consolidated Statement Of Changes In Equity
39
46
Statement By Directors
Consolidated Statement Of Cash Flows
40
48
Independent Auditor’s Report
Notes To The Financial Statements
42
91
Balance Sheets
Statistic Of Shareholdings
44
94
Consolidated Statement of
Comprehensive Income
Notice Of Annual General Meeting
Proxy Form
36
CMZ
2010
ANNUAL
DISPLAY
DIRECTORS' REPORT FOR THE FINANCIAL YEAR
ENDED 31 MARCH 2010
The directors present their report to the members together with the audited financial statements of CMZ Holdings Ltd.
(the “Company”) and its subsidiaries (the “Group”) for the financial year ended 31 March 2010 and the balance sheet of
the Company as at 31 March 2010.
Directors
The directors of the Company in office at the date of this report are as follows:
Shao Kesheng
Shao Dajun
Shen Bin
Lien Kait Long
Siow Chee Keong
Arrangements to enable directors to acquire benefits by means of the acquisition of shares and
debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of,
the Company or any other body corporate.
Directors’ interests in shares or debentures
According to the register kept by the Company for the purposes of section 164 of the Singapore Companies Act, Cap. 50,
none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the
Company or its related corporations, except as follows:
Shareholdings registered
in name of director
Shareholdings in which a director
is deemed to have an interest
At
31 March 2010
At
31 March 2009
At
31 March 2010
At
31 March 2009
Shao Kesheng
-
-
193,538,374
193,538,374
Shao Dajun
-
-
193,538,374
193,538,374
Company
Ordinary shares
The directors’ interest in the shares of the Company at 21 April 2010 were the same as those as at 31 March 2010.
Shao Kesheng and Shao Dajun are deemed to be interested by virtue of their shareholdings held by the ultimate holding
company, Allied Sincere Limited. By virtue of section 7 of the Singapore Companies Act, Cap. 50, Shao Kesheng and Shao
Dajun are deemed to have interests in the share capital of the wholly-owned subsidiaries of the Company.
37
CMZ
2010
ANNUAL
DISPLAY
ENDED 31 MARCH 2010
(continued)
Directors’ interests in shares or debentures (continued)
Except as disclosed above, no other director had an interest in any shares or debentures of the Company or related
corporations either at the beginning or the end of the financial year.
Directors’ contractual benefits
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason
of a contract made by the Company or a related corporation with the director or with a firm of which the director is a
member or with a company in which the director has a substantial financial interest, except for salaries, bonuses and
other benefits as disclosed in the financial statements. Certain directors received remuneration from related corporations
in their capacity as directors and/or executives of those related corporations.
Share options
During the financial year, no options to take up unissued shares of the Company or its subsidiaries were granted and no
shares were issued by virtue of the exercise of options to take up unissued shares of the Company or its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under option at the end of the financial year.
Audit Committee
The members of the Audit Committee at the date of this report are as follows:
Lien Kait Long (Chairman)
Siow Chee Keong
Shen Bin
The Audit Committee performs the functions specified by Section 201B(5) of the Singapore Companies Act, Cap. 50, the
Listing Manual of the Singapore Exchange Securities Trading Limited and the Code of Corporate Governance.
In performing those functions, the Audit Committee reviewed:
•
the scope and the results of internal audit procedures with the internal auditors;
•
the audit plan of the Company’s independent auditors and its report on the weaknesses of internal accounting
controls arising from the statutory audit;
•
the assistance given by the Company’s management to the independent auditors;
•
the periodic results announcements prior to their submission to the Board for approval;
•
the balance sheet of the Company and the consolidated financial statements of the Group for the financial year
ended 31 March 2010 prior to their submission to the Board of Directors, as well as the independent auditors’ report
on the balance sheet of the Company and the consolidated financial statements of the Group; and
•
interested person transactions (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities
Trading Limited).
38
CMZ
2010
ANNUAL
DISPLAY
ENDED 31 MARCH 2010
(continued)
Audit Committee (continued)
The Audit Committee has full access to management and is given the resources required for it to discharge its functions.
It has full authority and discretion to invite any director or executive officer to attend its meetings.
The Audit Committee convened three meetings during the financial year ended 31 March 2010 with full attendance from
majority of its members and has also met with internal and external auditors, without the presence of the Company’s
management, at least once a year.
The Audit Committee has recommended to the Board of Directors that the independent auditors, Horwath First Trust LLP,
be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. The independent auditors,
Horwath First Trust LLP, did not provide any non-audit services during the financial year ended 31 March 2010 and, hence
the Audit Committee is of the opinion that there is no issue relating to the provision of non-audit services that may affect
their independence and objectivity.
Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance.
Independent auditors
The independent auditors, Horwath First Trust LLP, have expressed their willingness to accept re-appointment as auditors
of the Company.
On behalf of the Board of Directors
SHAO KESHENG
SHAO DAJUN
Director
Director
Singapore
22 June 2010
39
CMZ
2010
ANNUAL
DISPLAY
STATEMENT BY DIRECTORS
In the opinion of the directors, the balance sheet of the Company and the consolidated financial statements of the Group
as set out on pages 42 to 90 are drawn up so as to give a true and fair view of the state of affairs of the Company and of
the Group as at 31 March 2010 and of the results, changes in equity and cash flows of the Group for the financial year
ended 31 March 2010, and at the date of this statement, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.
On behalf of the Board of Directors
SHAO KESHENG
SHAO DAJUN
Director
Director
Singapore
22 June 2010
40
CMZ
2010
ANNUAL
DISPLAY
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS
OF CMZ HOLDINGS LTD.
We have audited the accompanying financial statements of CMZ Holdings Ltd. (the “Company”) and its subsidiaries (the
“Group”) set out on pages 42 to 90, which comprise the balance sheets of the Company and of the Group as at 31 March
2010, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant
accounting policies and other explanatory notes.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This
responsibility includes:
(a)
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that
assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised
and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and
balance sheets and to maintain accountability of assets;
(b)
selecting and applying appropriate accounting policies; and
(c)
making accounting estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
41
CMZ
2010
ANNUAL
DISPLAY
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS
OF CMZ HOLDINGS LTD.
(continued)
Opinion
In our opinion:
(a)
the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in
accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair
view of the state of affairs of the Company and of the Group as at 31 March 2010, and the results, changes in equity
and cash flows of the Group for the financial year ended on that date; and
(b)
the accounting and other records required by the Act to be kept by the Company have been properly kept in
accordance with the provisions of the Act.
Horwath First Trust LLP
Public Accountants and
Certified Public Accountants
Singapore
22 June 2010
42
CMZ
2010
ANNUAL
DISPLAY
BALANCE SHEETS AS AT 31 MARCH 2010
Amounts in thousands of Chinese Renminbi (¨RMB¨)
Group
Note
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
124,904
124,904
124,904
124,904
EQUITY
Capital and reserves attributable to equity
holders of the Company
Share capital
3
Treasury shares
4
(4,863)
(4,863)
(4,863)
(4,863)
120,041
120,041
120,041
120,041
Other reserves
Statutory reserves
5
24,951
18,106
-
-
Merger deficit
6
(2,243)
(2,243)
-
-
Translation deficit
7
(2,012)
(4,363)
(1,932)
(6,710)
20,696
11,500
(1,932)
(6,710)
68,607
51,370
(1,682)
15,319
209,344
182,911
116,427
128,650
Revenue reserve / (Accumulated losses)
8
TOTAL EQUITY
Subsidiaries
9
-
-
65,066
65,066
Property, plant and equipment
10
76,616
71,607
6
20
Land use rights
11
10,101
10,204
-
-
Held-to-maturity financial asset
12
-
10,037
-
-
12
10,037
-
-
-
Inventories
13
19,757
12,881
-
-
Trade receivables
14
43,836
31,675
-
-
Other receivables, deposits and
prepayments
15
5,130
4,951
36
44
Due from subsidiaries (non-trade)
16
-
-
6,005
43,606
Cash and bank balances
17
72,141
62,894
47,009
20,922
150,901
112,401
53,050
64,572
237,618
204,249
118,122
129,658
Current assets
TOTAL ASSETS
The accompanying notes are an integral part of the financial statements.
43
CMZ
2010
ANNUAL
DISPLAY
BALANCE SHEETS AS AT 31 MARCH 2010
(continued)
Group
Note
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
Current liabilities
Trade payables
18
18,766
15,145
-
-
Other payables and accruals
19
8,339
4,972
1,050
464
Due to directors (non-trade)
16
645
544
645
544
524
677
-
-
28,274
21,338
1,695
1,008
209,344
182,911
116,427
128,650
Provision for income tax
TOTAL LIABILITIES
NET ASSETS
44
CMZ
2010
ANNUAL
DISPLAY
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2010
Note
2010
2009
RMB’000
RMB’000
194,543
171,983
Cost of sales
(114,274)
(103,678)
Gross profit
80,269
68,305
3,544
3,671
Selling and distribution expenses
(14,342)
(13,899)
Administrative expenses
(25,088)
(22,018)
(526)
(2,329)
Revenue
Other operating income
Other operating expenses
20
21
22
Profit from operations
Finance income
Finance expenses
43,857
33,730
1,691
6,438
(964)
(81)
Net finance income
23
727
6,357
Profit before tax
24
44,584
40,087
Income tax
26
(6,394)
(5,672)
38,190
34,415
Net profit for the year
Other comprehensive income (expense)
Foreign currency translation
2,351
(4,191)
40,541
30,224
Basic
12.8
11.4
Diluted
12.8
11.4
Total comprehensive income for the year
Earnings per share (RMB cents)
27
45
CMZ
2010
ANNUAL
DISPLAY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2010
(continued)
Share capital
Treasury
shares
Statutory
reserves
Revenue
reserve
Merger
deficit
Translation
deficit
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
(Note 3)
(Note 4)
(Note 5)
(Note 6)
124,904
-
12,799
59,565
Total comprehensive income
(expense) for the year
-
-
-
34,415
-
Purchase of treasury shares
(Note 4)
-
-
-
-
-
Transferred to statutory
reserves
-
-
5,307
(5,307)
-
-
Dividends (Note 30)
-
-
-
(37,303)
-
-
Balance at 1 April 2008
(4,863)
(2,243)
(172)
194,853
(4,191)
30,224
(4,863)
(37,303)
Balance at 31 March 2009
124,904
(4,863)
18,106
51,370
(2,243)
(4,363)
182,911
Balance at 1 April 2009
124,904
(4,863)
18,106
51,370
(2,243)
(4,363)
182,911
-
-
38,190
2,351
40,541
Total comprehensive income
for the year
-
-
Transferred to statutory
reserves
-
-
6,845
(6,845)
-
-
Dividends (Note 30)
-
-
-
(14,108)
-
-
Balance at 31 March 2010
124,904
(4,863)
24,951
68,607
(2,243)
(2,012)
(14,108)
209,344
46
CMZ
2010
ANNUAL
DISPLAY
CONSOLIDATED STATEMENT OF CASH FLOWS FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2010
(continued)
2010
2009
RMB’000
RMB’000
44,584
40,087
216
191
8,076
7,031
Cash flows from operating activities
Profit before tax
Adjustments:
Amortisation of land use rights
Depreciation of property, plant and equipment
Interest income
Loss on disposal of property, plant and equipment
Property, plant and equipment written off
Operating profit before working capital changes
Inventories
Trade receivables
Other receivables, deposits and prepayment
(528)
(1,190)
83
-
3
1,075
52,434
47,194
(6,876)
3,433
(12,161)
(179)
5,119
(1,276)
Trade payables
3,621
(457)
3,367
(719)
Due to directors (non-trade)
101
(663)
Cash generated from operations
Interest income received
Income tax paid
Net cash from operating activities
40,307
52,631
528
1,190
(6,547)
(5,446)
34,288
48,375
29
-
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Acquisition of land use rights
Net cash used in financing activities
(13,200)
(18,776)
(113)
(2,366)
(13,284)
(21,142)
(14,108)
(4,863)
(37,303)
(14,108)
(42,166)
Cash flows from financing activities
Purchase of treasury shares
Dividends paid
Net cash used in financing activities
47
CMZ
2010
ANNUAL
DISPLAY
CONSOLIDATED STATEMENT OF CASH FLOWS FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2010
(continued)
2010
2009
RMB’000
RMB’000
Effect of changes in currency translation
2,351
(4,191)
Net increase (decrease) in cash and bank balances
6,896
(14,933)
Cash and bank balances at beginning of year (Note 17)
62,894
82,018
Cash and bank balances at end of year (Note 17)
72,141
62,894
48
CMZ
2010
ANNUAL
DISPLAY
NOTES TO THE FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR ENDED 31 MARCH 2010
Amounts in thousands of Chinese Renminbi (¨RMB¨), unless otherwise stated
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1.
GENERAL INFORMATION
CMZ Holdings Ltd. (the “Company”) is a limited liability company, incorporated and domiciled in Singapore. The
address of the Company’s registered office is 112 Robinson Road, #12-04, Singapore 068902. The address of its
principal place of business is Yixing Economic Development Zone, Yixing City, Jiangsu Province, People’s Republic
of China (“PRC”).
The Company’s immediate and ultimate holding company is Allied Sincere Limited, a company incorporated in the
British Virgin Islands.
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are
disclosed in Note 9 to the financial statements.
The consolidated financial statements of the Company and its subsidiaries (the “Group”) and the balance sheet of
the Company for the financial year ended 31 March 2010 were authorised for issue in accordance with a resolution
of the Board of Directors on 22 June 2010.
2.
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements are prepared in accordance with the historical cost convention, except as disclosed in the
accounting policies below and are drawn up in accordance with the provisions of the Singapore Companies Act,
Cap. 50 and the Singapore Financial Reporting Standards (“FRS”).
The preparation of the financial statements in conformity with FRS requires management to exercise its judgements,
in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the financial year. Although these estimates
are based on management’s best knowledge of current events and actions, actual results may ultimately differ from
those estimates. Critical accounting estimates and assumptions used that are significant to the financial statements
and areas involving a higher degree of judgement or complexity, are disclosed in this Note.
49
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Adoption of new and revised standards
On 1 April 2009, the Group adopted the new or amended FRS and Interpretations of FRS (“INT FRS”) that are
mandatory for application from that date. Changes to the Group’s accounting policies have been made as required,
in accordance with the transitional provisions in the respective FRS and INT FRS. The following are the new or
revised FRS and INT FRS that are relevant to the Group:
(a)
FRS 1 (revised) Presentation of financial statements
The revised standard prohibits the presentation of items of income and expenses (that is, “non-owner changes
in equity”) in the statement of changes in equity. All non-owner changes in equity are shown in a performance
statement but entities can choose whether to present one performance statement (the “statement of
comprehensive income”) or two statements (the income statement and statement of comprehensive income).
The Group has chosen to adopt the former alternative. In addition, where comparative information is restated
or reclassified, a restated balance sheet is required to be presented as at the beginning comparative period.
There is no restatement of the balance sheet as at 1 April 2008 in the current financial year.
(b)
Amendments to FRS 107 Improving disclosures about financial statements
The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular,
the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy
(Note 33). The adoption of the amendment results in additional disclosures but does not have an impact on the
accounting policies and measurement bases adopted by the Group.
(c)
FRS 108 Operating segments
This replaces FRS 14 Segment Reporting and requires a “management approach” under which segment
information is presented on the same basis as that used for internal reporting purposes. FRS 108 requires
disclosure of information about the Group’s operating segments and replaces the requirement to determine
primary and secondary reporting segments of the Group. The management does not allocate resources and
assess performance by operating segments as the Group’s major business comprises of the production and
sale of zippers and sewing threads, principally attributable to a single geographical region, which is the PRC.
Accordingly, there is no impact on the financial statements upon the adoption of FRS 108.
50
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
New accounting standards and FRS interpretations
Certain new standards, amendments and interpretations to existing standards have been published as at balance
sheet date and are mandatory for the Group’s accounting periods beginning on or after 1 April 2010 or later periods
and which the Group has not early adopted.
Effective for annual
periods beginning
Description
on or after
Amendments to FRS 27 Consolidated and Separate Financial Statements
1 July 2009
Amendments FRS 39 Financial Instruments: Recognition and Measurement - Eligible
Hedged Items
1 July 2009
Revised FRS 103 Business Combinations
1 July 2009
Amendments to FRS 105 Non-current Assets Held-for-sale and Discontinued Operations
1 July 2009
INT FRS 117 Distributions of Non-cash Assets to Owners
1 July 2009
INT FRS 118 Transfer of Assets to Customers
1 July 2009
Improvements to FRS issued in 2009
–
Amendments to FRS 38 Intangible Assets
1 July 2009
–
Amendments to FRS 102 Share-based Payment
1 July 2009
–
Amendments to FRS 108 Operating Segments
1 July 2009
–
Amendments to INT FRS 109 Reassessment of Embedded Derivatives
1 July 2009
–
Amendments to INT FRS 116 Hedges of a Net Investment in a Foreign Operation
1 July 2009
–
Amendments to FRS 1 Presentation of Financial Statements
1 January 2010
–
Amendments to FRS 7 Statement of Cash Flows
1 January 2010
–
Amendments to FRS 17 Leases
1 January 2010
–
Amendments to FRS 36 Impairment of Assets
1 January 2010
–
FRS 39 Financial Instruments: Recognition and Measurement
1 January 2010
–
Amendments to FRS 105 Non-current Assets Held for Sale and Discontinued
Operations
–
Amendments to FRS 108 Operating Segments
1 January 2010
1 January 2010
The directors expect that the adoption of the standards and interpretations above will have no material impact on
the financial statements in the period of initial application.
51
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and entities controlled by
the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries
used in the preparation of the consolidated financial statements are prepared for the same reporting date as the
Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All
intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions
are eliminated.
The acquisition of a subsidiary is accounted for using the purchase method. Under the purchase method of
accounting, the cost of business combination is measured at the aggregate of fair values at the date of exchange,
of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to
the business combination.
At the acquisition date, the cost of business combination is allocated to identifiable assets, liabilities and contingent
liabilities in the business combination which are measured initially at their fair values at the acquisition date.
Adjustments to the fair values of the subsidiary’s identifiable assets, liabilities and contingent liabilities relating to
previously held interests of the Group is accounted for as a revaluation and recognised in equity. Any excess of the
cost of business combination over the Group’s interest in the net fair value of the acquired subsidiary’s identifiable
assets, liabilities and contingent liabilities is recognised as goodwill on the balance sheet. Any excess of the Group’s
share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the
cost of the business combination is recognised as income in the profit or loss on the date of acquisition.
The results of subsidiaries are consolidated from the date control is transferred to the Group and de-consolidated
from the date on which control ceases. The gain or loss on disposal of a subsidiary, which is the difference between
the net disposal proceeds and the Group’s share of its net assets as of the date of disposal including the carrying
amount of goodwill and the cumulative amount of any exchange difference that relate to the subsidiary, is recognised
in the statement of comprehensive income.
In the Company’s financial statements, investments in subsidiaries are carried at cost less any impairment in net
recoverable value that has been recognised in the statement of comprehensive income. On disposal of investments
in subsidiaries the differences between net disposal proceeds and the carrying amount of the investments is taken
to the statement of comprehensive income.
Subsidiaries
A subsidiary is an entity over which the Group, directly or indirectly, holds more than half of the issued share capital,
or controls more than half of the voting power, or controls the composition of the board of directors. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether the Group controls another entity.
52
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. The cost of the asset comprises its purchase
price and any directly attributable cost of bringing the asset to its working condition and location for its intended
use. Subsequent costs are included in the asset’s carrying amount or recognised as separate asset, as appropriate,
only when the cost is incurred and it is probable that the future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. The cost of the day-to-day servicing of property,
plant and equipment are recognised in the statement of comprehensive income.
After initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any
accumulated impairment loss.
Construction in progress includes all cost of construction and other direct costs. Cost includes professional fees and,
for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Construction
in progress is reclassified to the appropriate category of property, plant and equipment when complete and ready
to use.
Construction in progress is not depreciated. All other items of property, plant and equipment are depreciated using
the straight-line method to write-off the cost of the assets less estimated residual value over their estimated useful
lives. The estimated useful lives and residual values have been taken as follows: -
Estimated useful lives (Years)
Estimated residual values as a
percentage of cost
Leasehold buildings
20
5 - 10%
Plant and machinery
10
5 - 10%
Office equipment
2-5
5 - 10%
5
5 - 10%
Motor vehicles
Fully depreciated assets are retained in the financial statements until they are no longer in use.
The residual value, estimated useful life and depreciation method are reviewed periodically to ensure that the
amount, method and period of depreciation are consistent with the expected pattern of economic benefits from
items of property, plant and equipment.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying amounts of the asset and is recognised in the profit or loss
within other income (expenses) and the revaluation reserve related to those asset, if any, is transferred directly to
retained earnings.
53
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Land use rights
Leases of land under which the lessor has not transferred all the risks and benefits of ownership are classified as
operating leases. Land use rights are stated at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is charged to the consolidated statement of comprehensive income on a straight-line basis
over the terms of the respective leases.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate
of the asset’s recoverable amount.
An asset’s recoverable amount is calculated as the higher of the asset’s value in use and the asset’s or cashgenerating unit’s fair value less costs to sell and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely dependent on those from other assets. In determining value in use, the
estimated future cash flows expected to be generated by the asset are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations
are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair
value indicators. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down
to its recoverable amount.
An impairment loss is recognised in the profit or loss except for assets that are previously revalued where the
revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
An assessment is made at each balance sheet date of whether there is any indication of impairment of any asset,
or whether there is any indication that an impairment loss previously recognised for an asset in prior years may no
longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the recoverable amount of an asset since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount.
This increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised previously. Such reversal is recognised in the profit and loss unless the asset is
measured at revalued amount, in which case the reversal is treated as a revaluation increase.
Financial assets
Financial assets are recognised on the balance sheet when the Group becomes a party to the contractual provisions
of the instrument. Financial assets are initially recognised at fair value plus, in the case of financial assets not at fair
value through profit or loss, directly attributable transaction costs.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets have
expired or have been transferred. On derecognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
54
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Financial assets (continued)
All regular way purchases and sales of financial assets are recognised and derecognised on trade date basis where
the purchase or sale of financial assets are under a contract whose terms require delivery of the assets within the
timeframe established by the market concerned.
A.
Classification
The Group classifies its investments in financial assets in the following categories: financial assets at fair
value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale
financial assets. The classification depends on the purpose for which the assets were acquired. Management
determines the classification of its financial assets at initial recognition and re-evaluates this designation at
every reporting date, with the exception that the designation of financial assets at fair value through profit
or loss is not revocable. As at 31 March 2010, the Group held financial assets in the categories of loans and
receivables and held-to-maturity investments.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They arise when the Group provides money, goods or services directly
to a debtor with no intention of trading the receivable. They are included in current assets, except those
maturing more than 12 months after the balance sheet date which are classified as non-current assets.
Loans and receivables are presented as trade and other receivables on the balance sheet.
(ii)
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and
fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If
the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole
category would be tainted and reclassified as available-for-sale. They are presented as non-current assets,
except those maturing within 12 months after the balance sheet date which are presented as current assets.
The Group’s held-to-maturity investments include investment in fixed interest unit trust.
B.
Subsequent measurement
At subsequent reporting dates, loan and receivables and held-to-maturity investments are measured at
amortised cost using the effective interest rate method.
Impairment of financial assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or
group of financial assets is impaired and recognised the impairment loss when such evidence exists.
55
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Impairment of financial assets (continued)
(i)
Financial assets carried at amortised cost
An impairment loss is recognised in profit or loss when there is objective evidence that the asset is
impaired, and is measured as the difference between the asset’s carrying amount and the present value
of estimated future cash flows discounted at the financial asset’s original effective interest rate. The
carrying amount of the asset is reduced through the use of an allowance account. The impairment loss
is recognised in the profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if
an amount was charged to the allowance account, the amounts charged to the allowance account are written off
against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the
Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and
default or significant delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed
to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The
amount of reversal is recognised in profit or loss.
Inventories
Inventories are valued at the lower of cost and net realisable value. Raw materials comprise purchase costs
accounted for on a weighted average basis or first-in first-out basis. Work-in-progress and finished goods comprise
cost of direct materials, direct labour and an attributable proportion of manufacturing overheads based on normal
operating capacity. These costs are assigned on a weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to be incurred for selling and distribution.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or
exercise significant influence over the other party in making financial and operating decisions. Parties are also
considered to be related if they are subject to common control or common significant influence. Related parties may
be individuals or corporate entities.
Cash and bank balances are carried at fair value.
For the purpose of the consolidated statement of cash flows, cash and bank balances comprises cash on hand and
in banks, including fixed deposits with maturity of more than three months.
56
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Financial liabilities
Financial liabilities within the scope of FRS 39 are recognised on the balance sheet when, and only when, the Group
becomes a party to the contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives,
directly attributable transaction costs. Subsequent to initial recognition, derivatives are measured at fair value.
Other financial liabilities (except for financial guarantee) are measured at amortised cost using the effective interest
method.
For financial liabilities other than derivatives, gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process. Any gains or losses arising from changes in fair value of
derivatives are recognised in profit or loss. Net gains or losses on derivatives include exchange differences.
A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial
liability is replaced by another financial liability from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of
the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is
recognised in the profit or loss.
Provisions
A provision is recognised when there is a present obligation, legal or constructive, as a result of a past event and it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and
a reliable estimate can be made of the amount of the obligation. Provisions are reviewed regularly at each balance
sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic
resources will be required to settle the obligation, the provision is reversed.
Share capital and treasury shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against share capital.
When ordinary shares are reacquired (“treasury shares”), the amount of consideration paid including any directly
attributable incremental costs is recognised directly in equity, until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of the treasury shares are deducted against the share
capital account if the shares are purchased out of capital, or against the revenue reserve, if the shares are purchased
out of earnings of the Company.
Dividends
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded
in the financial year in which the dividends are approved by the shareholders.
57
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Revenue recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the revenue
can be measured reliably. The following specific recognition criteria must be met before revenue is recognised:
Revenue from sale of goods is recognised upon the transfer of significant risks and rewards of ownership, which
generally coincides with the time when the goods are delivered to customers and title has passed. Revenue is not
recognised to the extent where there are significant uncertainties regarding recovery of the consideration due,
associated costs or the possible return of goods.
Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding
and the effective interest rates applicable. Dividend income is recognised when the right to receive payment is
established. Rental income from investment properties is recognised on a straight-line basis over the lease term.
Government grants
Government grant shall be recognised in profit or loss on a systematic basis over the periods in which the entity
recognises as expenses the related costs for which the grants are intended to compensate. Grants related to income
may be presented as a credit in profit or loss, either separately or under a general heading such as “Other income”.
Alternatively, they are deducted in reporting the related expenses.
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item
are classified as operating leases. Operating lease payments are recognised as an expense in the consolidated
statement of comprehensive income on a straight-line basis over the lease term.
Employees’ benefits
(i)
Retirement benefits
The Group participates in the national schemes as defined by the laws of the countries in which it has
operations.
Singapore
The Company makes contribution to the Central Provident Fund (CPF) Scheme in Singapore, a defined
contribution pension scheme.
PRC
The subsidiary, CMZ Zipper (Wuxi) Co., Ltd. incorporated and operating in the PRC, is required to provide
certain retirement plan contribution to their employees under existing PRC regulations. Contributions are
provided at rates stipulated by the PRC regulations and are managed by government agencies, which are
responsible for administering these amounts for the subsidiary’s employees.
58
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Employees’ benefits (continued)
(i)
Retirement benefits (continued)
Hong Kong
The subsidiary, CMZ Zipper (HongKong) Co., Limited, incorporated and operating in Hong Kong, is required
to provide certain retirement plan contribution to their employees under the Mandatory Provident Fund
Ordinance (“MPF Ordinance”) in Hong Kong. Contributions are provided at rates stipulated under the MPF
Ordinance.
Obligations for contributions to defined contribution retirement plans are recognised as an expense in the
period in which the related service is performed.
(ii)
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made
for the estimated liability as a result of services rendered by employees up to the balance sheet date.
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
(i)
Current tax
The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from profit as
reported in the statement of comprehensive income because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted
in the country where the subsidiaries operate by the balance sheet date.
(ii)
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or
the asset realised based on the tax rate and tax laws that have been enacted or substantively enacted by the
balance sheet date. Deferred tax is charged or credited to the statement of comprehensive income, except
when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with
in equity.
59
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Income tax (continued)
(ii)
Deferred tax (continued)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and
the Group intends to settle its current tax assets and liabilities on a net basis.
(iii)
Value-added-tax (“VAT”)
The Group’s sales of goods in the PRC are subjected to VAT at the applicable tax rate of 17% for PRC domestic
sales. Input tax on purchases can be deducted from output VAT. The net amount of VAT recoverable from, or
payable to, the tax authority is included as part of “Trade receivables” or “Trade payables” in the balance
sheet. The Group’s export sales are not subject to VAT.
Functional and foreign currencies
Functional currency and presentation currency
The individual financial statements of each entity are presented in the currency of the primary economic environment
in which the entity operates (its functional currency). The consolidated financial statements of the Group and the
balance sheet of the Company are presented in RMB dollars, which is the presentation currency for the consolidated
financial statements and all values are rounded to the nearest thousand (RMB’000) as indicated.
Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of the Company and its
subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating
those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated
at the rate of exchange ruling at balance sheet date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Nonmonetary items measured at fair value in foreign currencies are translated using the exchange rates at the date
when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance
sheet date are recognised in profit or loss except for exchange differences arising on monetary items that form part
of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income
and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is
reclassified from equity to profit or loss of the Group on disposal of the foreign operation.
Translation of the Group’s financial statements
The assets and liabilities of foreign operations are translated into RMB at the rate of exchange ruling at the balance
sheet date and their statement of comprehensive income are translated at the weighted average exchange rates for
the year. The exchange differences arising on the translation are taken directly to other comprehensive income. On
disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that
particular foreign operation is recognised in the profit or loss.
60
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Translation of the Group’s financial statements (continued)
On consolidation, exchange differences arising from the translation of the net investment in foreign entity (including
monetary items that, in substance, form part of the net investment in foreign entity), are taken to the foreign
currency translation reserve. Goodwill and fair value adjustments arising on the acquisition of a foreign operation
are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the management
whose members are responsible for allocating resources and assessing performance of the operating segments.
The management does not allocate resources and assess performance by operating segment as the Group’s
major business comprises of the manufacturing and sale of zippers and sewing threads is attributable to a single
geographical region, which is the PRC. Accordingly, no separate analysis of segment information is presented.
Critical accounting estimates and judgments
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
(i)
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
(a)
Depreciation of plant and machinery
The cost of plant and machinery used for the manufacture of zippers is depreciated on a straightline basis over the estimated useful lives of the assets. Management estimates the useful lives of the
production lines to be 10 years. The net carrying amount of the Group’s plant and machinery as at 31
March 2010 is approximately RMB31,440,000 (2009: RMB30,551,000). Changes in the expected level of
usage and technological developments could impact the economic useful lives and residual values of
these plant and machinery. Therefore, future depreciation charges could be revised.
(b)
Depreciation of leasehold buildings
The cost of construction of buildings is depreciated on a straight-line basis over the estimated useful
life of 20 years. The net carrying amount of the Group’s leasehold buildings as at 31 March 2010 is
approximately RMB38,941,000 (2009: RMB35,308,000). Changes in the physical condition of the buildings
could impact the economic useful life and residual value of the asset. As at 31 March 2010, there are no
indications that the remaining economic useful life of these leasehold buildings is significantly lower
than the remaining useful life.
61
CMZ
2010
ANNUAL
DISPLAY
(continued)
2.
Critical accounting estimates and judgments (continued)
(i)
Critical accounting estimates and assumptions (continued)
(c)
Net realisable value of inventories
Net realisable value of inventories is the estimated selling price in the ordinary course of business,
less estimated costs of completion and selling expenses. These estimates are based on current market
condition and the historical experience of selling products of similar nature. It could change significantly
as a result of competitors’ actions in response to severe industry cycles. Management reassesses the
estimations at end of each financial year. The carrying amount of the Group’s inventories is disclosed in
Note 13.
(d)
Impairment of trade receivables
Impairment of trade receivables is established when there is objective evidence that the Group will not
be able to collect all amounts due according to original terms of receivables. An assessment is made at
each balance sheet date of whether there is any indication of impairment of any asset, or whether there
is any indication that an impairment loss previously recognised for an asset in prior periods may no
longer exist or may have decreased. Where the actual results differ from the amounts that were initially
assessed, such differences will result in material adjustment to the carrying amounts within the next
financial year. The carrying amount of the Group’s trade receivables is disclosed in Note 14.
(ii)
Critical judgment in applying the entity’s accounting policies
The following are the judgments made by the management in the process of applying the Group’s accounting
policies that have the most significant effect on the amounts recognised in the financial statements.
The Group follows the guidance of FRS 39 in classifying non-derivative financial asset with fixed or determinable
payments and fixed maturity as held-to-maturity. This classification requires significant judgement. In making
this judgement, the Group evaluates its intention and ability to hold such investment to maturity.
If the Group fails to keep the investment to maturity other than for specific circumstances explained in FRS 39,
it will be required to reclassify the entire held-to-maturity financial asset as available-for-sale. The investments
will be required to be measured at fair value instead of at amortised cost upon reclassification.
If such reclassification is required, the carrying amount of financial assets would increase by approximately
RMB2,880,000 (2009: RMB2,070,000), with a corresponding increase in the fair value reserve within equity.
62
CMZ
2010
ANNUAL
DISPLAY
(continued)
3.
SHARE CAPITAL
Group and Company
2010
2009
Number of ordinary shares
Issued and paid up:
At the beginning and end of
the year
304,652,000
304,652,000
2010
2009
RMB’000
RMB’000
124,904
124,904
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All issued shares are fully paid and there is no par value for these
ordinary shares.
4.
TREASURY SHARES
Group and Company
At the beginning of the year
Acquired during the year
At the end of the year
No of
2010
No of
2009
shares
RMB’000
shares
RMB’000
6,816,000
-
6,816,000
(4,863)
-
(4,863)
-
-
6,816,000
(4,863)
6,816,000
(4,863)
Treasury shares relate to ordinary shares of the company that is held by the Company.
The Company acquired nil (2009: 6,816,000) shares in the Company through purchases on the Singapore
Exchange during the financial year. The total amount paid to acquire the shares was nil (2009: S$1.08 million
or equivalent to approximately RMB4.86 million) and this was presented as a component within shareholders’
equity.
63
CMZ
2010
ANNUAL
DISPLAY
(continued)
5.
STATUTORY RESERVES
Statutory reserves funds comprise:
Percentage of contribution
from profit after tax
Group
2010
2009
RMB’000
RMB’000
(a) Statutory reserve fund
10%
16,633
12,070
(b) Staff welfare reserve
5%
8,318
6,036
24,951
18,106
The non-distributable reserves represent amounts set aside in compliance with the local laws in PRC where the
subsidiaries operate.
(a)
In accordance with the “Law of the PRC on Enterprise Operated Exclusively with Foreign Capital” and the
subsidiary’s Articles of Association, the subsidiary, CMZ Zipper (Wuxi) Co., Ltd., a wholly foreign-owned
enterprise must make appropriation to a statutory reserve fund (“SRF”). At least 10% of the statutory after tax
profits as determined in accordance with the applicable PRC accounting standards and regulations must be
allocated to the SRF. If the cumulative total of the SRF reaches 50% of an enterprise’s registered capital, the
enterprise will not be required to make any further appropriation.
(b)
The PRC subsidiary, CMZ Zipper (Wuxi) Co., Ltd., has appropriated 5% of its profit after tax to the statutory staff
welfare reserve fund on a voluntary basis as allowed by its respective Articles of Association. The statutory
staff welfare reserve fund would be used for the collective welfare of the employees.
The total statutory reserves may be used to offset accumulated losses or increase the registered capital of the
company, subjected to approval from the relevant PRC authorities and is not available for dividend distribution
to shareholders. The PRC enterprise is prohibited from distributed dividends unless the losses (if any) of previous
years have been made good.
6.
MERGER DEFICIT
The merger deficit arises from the difference between the purchase consideration and the carrying value of the
assets acquired under the pooling-of-interests method of consolidation.
64
CMZ
2010
ANNUAL
DISPLAY
(continued)
7.
TRANSLATION DEFICIT
Company
8.
2010
2009
RMB’000
RMB’000
Net currency translation difference of financial statements of foreign
subsidiaries
(6,710)
(503)
4,778
(6,207)
(1,932)
(6,710)
REVENUE RESERVE / (ACCUMULATED LOSSES)
Company
2010
2009
RMB’000
RMB’000
15,319
23,216
(14,108)
(37,303)
(Loss) Profit for the year
(2,893)
29,406
(1,682)
15,319
Dividends (Note 30)
65
CMZ
2010
ANNUAL
DISPLAY
(continued)
9.
SUBSIDIARIES
Company
2010
2009
RMB’000
RMB’000
65,066
65,057
-
9
65,066
65,066
Unquoted equity interest, at cost
At beginning of the year
Additional investment
Details of the subsidiaries are as follows:
Place of
incorporation/
Name of subsidiaries
business
CMZ Zipper (Wuxi)
Co., Ltd. (1)
CMZ Zipper
(HongKong) Co.,
Limited. (2)
(1)
PRC
Hong Kong
Principal
activities
Effective equity
held by the Group
Cost of investment
2010
2009
2010
2009
%
%
RMB’000
RMB’000
Production
and sale of
zippers and
sewing thread
100
100
65,057
65,057
Marketing and
sale of zippers
and garment
accessories
100
100
9
9
65,066
65,066
Audited by Jiangsu Tianhua Dapeng Certified Public Accountants Co., Ltd a firm of Certified Public Accountants
in the PRC for local statutory reporting and by Horwath First Trust LLP for consolidation purposes.
(2)
Audited by Chan Yip Keung & Co. Certified Public Accountants, a firm of Certified Public Accountants in Hong
Kong for local statutory reporting and reviewed by Horwath First Trust LLP, for the period from the date of
incorporation, 15 October 2008 to 31 March 2010 for consolidation purposes.
66
CMZ
2010
ANNUAL
DISPLAY
(continued)
10. PROPERTY, PLANT AND EQUIPMENT
Group
Cost
As at 1 April 2008
Leasehold
buildings
Plant and
machinery
Office
equipment
Motor
vehicles
Construction
in progress
Total
RMB‘000
RMB‘000
RMB‘000
RMB‘000
RMB‘000
RMB‘000
30,243
44,919
6,310
3,503
4,326
89,301
833
9,339
955
103
7,546
18,776
(6)
-
-
Additions
Written off
Transfers
11,729
63
-
-
As at 31 March 2009
41,308
54,321
7,259
3,606
80
106,574
As at 1 April 2009
41,308
4,833
54,321
4,235
7,259
1,181
3,606
-
80
2,951
106,574
13,200
Additions
Disposal
Written off
Reclassification
Transfers
As at 31 March 2010
(1,497)
(78)
-
-
(154)
(75)
(76)
(25)
(11,792)
(1,503)
-
-
(333)
(4)
-
-
(4)
75
-
-
-
738
1,114
-
-
(1,852)
-
46,801
59,441
8,435
3,581
1,179
119,437
4,904
1,520
19,756
4,014
2,270
1,045
1,434
452
-
28,364
7,031
-
-
Accumulated depreciation
As at 1 April 2008
Charge for the year
Written off
(424)
-
(4)
(428)
As at 31 March 2009
6,000
23,770
3,311
1,886
-
34,967
As at 1 April 2009
6,000
1,884
23,770
4,368
3,311
1,238
1,886
586
-
34,967
8,076
Charge for the year
Disposal
Written off
Reclassification
As at 31 March 2010
(24)
-
(108)
(29)
(66)
-
(221)
(1)
(23)
-
-
(1)
29
-
-
-
7,860
28,001
4,511
2,449
-
42,821
38,941
31,440
3,924
1,132
1,179
76,616
35,308
30,551
3,948
1,720
80
71,607
25,339
25,163
4,040
2,069
4,326
60,937
Net carrying value
As at 31 March 2010
As at 31 March 2009 and
1 April 2009
As at 1 April 2008
67
CMZ
2010
ANNUAL
DISPLAY
(continued)
10. PROPERTY, PLANT AND EQUIPMENT (continued)
Company
Office equipment
RMB’000
Cost
As at 1 April 2008
12
Additions
25
As at 31 March 2009
37
As at 1 April 2009 and as at 31 March 2010
37
Accumulated depreciation
As at 1 April 2008
4
Charge for the year
13
As at 31 March 2009
17
As at 1 April 2009
17
Charge for the year
14
As at 31 March 2010
31
Net carrying value
As at 31 March 2010
As at 31 March 2009 and 1 April 2009
As at 1 April 2008
6
20
8
68
CMZ
2010
ANNUAL
DISPLAY
(continued)
11. LAND USE RIGHTS
Group
RMB’000
Cost
As at 1 April 2008
8,849
Additions
2,366
As at 31 March 2009
11,215
As at 1 April 2009
11,215
Additions
As at 31 March 2010
113
11,328
Accumulated amortisation
As at 1 April 2008
(820)
Amortisation for the year
(191)
As at 31 March 2009
(1,011)
As at 1 April 2009
(1,011)
Amortisation for the year
As at 31 March 2010
(216)
(1,227)
Net carrying value
As at 31 March 2010
10,101
As at 31 March 2009 and 1 April 2009
10,204
As at 1 April 2008
8,029
69
CMZ
2010
ANNUAL
DISPLAY
(continued)
12. HELD-TO-MATURITY FINANCIAL ASSET
Group
2010
2009
RMB’000
RMB’000
10,037
-
-
10,037
10,037
10,037
Unquoted security
Unit trust with fixed interest of 11.5% per annum and maturity date of 31
January 2011 – PRC
- Current portion
- Non-current portion
The fair value of the unit trust at the balance sheet date is as follow:
Group
Unit trust with fixed interest of 11.5% per annum and maturity date of 31
January 2011
2010
2009
RMB’000
RMB’000
12,917
12,107
The fair value is based on discounted cash flows using market interest rate of 5.4% (2009: 5.4%) for an equivalent
unit trust with fixed interest of 11.5% per annum, maturing on 31 January 2011.
13. INVENTORIES
Group
Raw materials
Work-in-progress
Finished goods
2010
RMB’000
2009
RMB’000
11,959
8,854
6,469
3,260
1,329
767
19,757
12,881
The cost of inventories recognised as expenses and included in ‘cost of sales’ amounted to RMB109,276,427 (2009:
RMB94,707,250).
70
CMZ
2010
ANNUAL
DISPLAY
(continued)
13. INVENTORIES (continued)
The movement in allowance for inventory obsolescence is as follows:
Group
Balance at the beginning of the year
2010
2009
RMB’000
RMB’000
575
233
-
342
575
575
Allowance made during the year
Balance at end of the year
14. TRADE RECEIVABLES
Group
Trade receivables
Allowance for impairment of trade receivables (Note 33(c))
Notes receivables
Value added tax receivable
2010
2009
RMB’000
RMB’000
42,330
30,964
(827)
(1,171)
41,503
29,793
2,045
1,882
288
-
43,836
31,675
71
CMZ
2010
ANNUAL
DISPLAY
(continued)
15. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
3,176
1,572
19
13
-
-
-
2,915
1,572
19
13
1,359
2,365
-
-
Prepayments
295
353
17
31
Advances to employees
466
562
-
-
95
99
-
-
5,130
4,951
36
44
Other receivables
Allowance for impairment of
other receivables
Advances to suppliers
(261)
Deposits
16. DUE FROM SUBSIDIARIES / DUE TO DIRECTORS (NON-TRADE)
These non-trade balances are unsecured, interest-free and repayable on demand.
17. CASH AND BANK BALANCES
Group
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
20,664
30,294
5,532
20,922
Fixed deposits
51,477
32,600
41,477
-
72,141
62,894
47,009
20,922
The fixed deposits have maturity periods ranging from 90 days to 180 days (2009: 90 days to 180 days) and yield
interest income at effective rates ranging from 0.52% to 2.25% (2009: 1.71% to 3.78%) per annum.
Fixed deposits with maturity dates more than 3 months can be withdrawn anytime before the maturity dates without
penalty. However, any interest receivable will be forfeited upon pre-mature withdrawal. As the principal value of the
deposits is readily convertible to cash, they form part of the cash and bank balances in the consolidated statement
of cash flows.
72
CMZ
2010
ANNUAL
DISPLAY
(continued)
18. TRADE PAYABLES
Group
Trade payables
2010
2009
RMB’000
RMB’000
18,766
14,682
-
463
18,766
15,145
Value added tax payable
19. OTHER PAYABLES AND ACCRUALS
Group
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
Accrued operating expenses
1,451
610
1,005
464
Advances from customers
1,493
710
-
-
Accrued payroll
2,846
2,030
-
-
Other payables
2,549
1,622
45
-
8,339
4,972
1,050
464
20. REVENUE
Group
Zippers
Sewing threads
2010
2009
RMB’000
RMB’000
190,459
167,174
4,084
4,809
194,543
171,983
73
CMZ
2010
ANNUAL
DISPLAY
(continued)
21. OTHER OPERATING INCOME
Group
Sale of semi-finished goods
Government grants
Write back of allowance for impairment of trade receivables
Others
2010
2009
RMB’000
RMB’000
953
767
2,203
2,867
344
-
44
37
3,544
3,671
Government grants relate to one-off cash grants received from the local government authority in the PRCs which
are mainly grants awarded to public listed entities to support international business development. These are no
unfulfilled conditions or contingencies attached to these grants.
22. OTHER OPERATING EXPENSES
Group
2010
2009
RMB’000
RMB’000
Allowance for impairment of trade receivables
-
526
Allowance for impairment of other receivables
261
-
-
342
29
-
150
350
83
-
3
1,075
Others
-
36
526
2,329
Allowance for inventory obsolescence
Inventory written off
Donations
74
CMZ
2010
ANNUAL
DISPLAY
(continued)
23. NET FINANCE INCOME
Group
2010
2009
RMB’000
RMB’000
528
1,190
1,163
1,055
-
4,193
1,691
6,438
Finance income
Bank interest income
Other interest income
Gain on foreign exchange, net
Finance expenses
Loss on foreign exchange, net
Bank charges
Net finance income
(899)
-
(65)
(81)
(964)
(81)
727
6,357
75
CMZ
2010
ANNUAL
DISPLAY
(continued)
24. PROFIT BEFORE TAX
This is determined after charging (crediting) the following:
Group
Amortisation of land use rights
(Write back) Allowance for impairment for trade receivables
Allowance for impairment of other receivables
2010
2009
RMB’000
RMB’000
216
191
(344)
526
261
-
-
342
29
-
8,076
7,031
- directors of the Company
2,286
2,232
- directors of subsidiaries
737
709
480
477
83
-
674
596
37,737
31,380
3
1,075
2,559
127
Allowance for inventory obsolescence
Inventory written off
Depreciation of property, plant and equipment
Directors’ remuneration
Directors’ fees
- directors of the Company
Operating lease expenses
Personnel expenses (Note 25)
Research and development expenses
25. PERSONNEL EXPENSES
Group
2010
2009
RMB’000
RMB’000
33,696
27,469
Pension contributions
2,820
2,677
Other personnel expenses
1,221
1,234
37,737
31,380
Wages, salaries and bonuses*
*
Include directors’ remuneration as disclosed in Note 24.
76
CMZ
2010
ANNUAL
DISPLAY
(continued)
26. INCOME TAX
Major components of income tax expense for the financial years ended 31 March 2010 and 31 March 2009 were:
Group
2010
2009
RMB’000
RMB’000
6,381
5,672
13
-
6,394
5,672
Current tax
- current year
- under-provision in prior year
The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable rate is as
follows:
Group
2010
2009
RMB’000
RMB’000
Profit before tax
44,584
40,087
Tax at PRC preferential rate of 25%
11,146
10,022
372
1,081
1,243
240
Tax effect of expenses that are non-deductible in determining
taxable profit
Tax effect of differences in tax rates
Tax effect of income exempted from tax
Under-provision in prior year
(6,380)
(5,671)
13
-
6,394
5,672
77
CMZ
2010
ANNUAL
DISPLAY
(continued)
26. INCOME TAX (continued)
The Company
The Company has no taxable income for the financial year ended 31 March 2010. During the financial year, the
Singapore corporate tax rate was reduced from 18% to 17% for the year of assessment 2010 and onwards.
CMZ Zipper (Wuxi) Co., Ltd.
The subsidiary is entitled to an exemption from Enterprise Income Tax (“EIT”) for the first two profitable years of
operation and thereafter a 50% reduction in EIT for the following three financial years. The first profitable year of the
subsidiary is the financial year ended 31 December 2006.
In accordance with the revised Income Tax Law of the PRC effective on 1 January 2008, the statutory tax rate for
PRC companies is levied at 25%. Accordingly, the subsidiary is entitled to a concessionary income tax rate of 12.5%,
which represents a 50% relief from the applicable rate of 25% with effect from 1 January 2008 to 31 December 2010.
Under the New Corporate Income Tax Law (“CIT Law”), PRC companies which are qualified as High / New Technology
Enterprises (“HNTE”) from 1 January 2008 are entitled to a concessionary tax rate of 15% which represents a
10% relief from the applicable tax rate of 25%. On 22 December 2009, the subsidiary was qualified as HNTE and
accordingly the subsidiary is taxed at 15% from financial years ending 2011 for three years thereon.
CMZ Zipper (HongKong) Co., Limited
The subsidiary has no taxable income during the period from the date of incorporation, 15 October 2008 to 31 March
2010. The statutory income tax rate for the period ended 31 March 2010 applicable to the subsidiary is 16.5% (2009:
16.5%).
No deferred tax has been provided, as the Group did not have any significant temporary differences which gave rise
to a deferred tax asset or liability at the balance sheet date.
78
CMZ
2010
ANNUAL
DISPLAY
(continued)
27. EARNINGS PER SHARE
The calculations of earnings per share are based on the profits and numbers of shares shown below.
Group
2010
2009
RMB’000
RMB’000
38,190
34,415
Profit attributable to shareholders
Number of shares
2010
Weighted average number of shares
2009
297,836,000
302,668,367
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to the equity holders
of the Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share is the same as the basic earnings per share as no share options, warrants or other
compound financial instruments with dilutive effect were granted during the financial year/period or outstanding at
the end of the financial year.
28. DIRECTORS’ REMUNERATION
Number of directors of the Company in remuneration bands is disclosed below:
Company
2010
2009
S$250,000 to S$499,000
1
1
Below S$250,000
4
4
79
CMZ
2010
ANNUAL
DISPLAY
(continued)
29. RELATED PARTY INFORMATION
Some of the arrangements with related parties (as defined in Note 2 above) and the effects of these bases
determined between the parties are reflected elsewhere in this report. The balances due from related parties are
unsecured, interest-free and repayable on demand. Transactions between the Company and its subsidiaries have
been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and
other related companies are disclosed below.
Group
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
Purchases of property, plant and
equipment from directors
4,833
-
-
-
Payments to key management
personnel
4,452
4,346
3,490
3,428
The remuneration of directors and key management is determined by the remuneration committee having regard
to the performance of individuals and market trends.
30. DIVIDENDS
Company
2010
2009
RMB’000
RMB’000
Final tax exempt (one-tier) dividend paid in respect of the financial
period ended 31 March 2008 of S$1.5 cents (approximately RMB
7.575 cents) per share
-
22,803
Interim tax exempt (one-tier) dividend paid in respect of the financial
year ended 31 March 2009 of S$1.0 cents (approximately RMB 4.76
cents) per share
-
14,500
14,108
-
14,108
37,303
Final tax exempt (one-tier) dividend paid in respect of the financial year
ended 31 March 2009 of S$1.0 cents (approximately RMB 4.74 cents)
per share
80
CMZ
2010
ANNUAL
DISPLAY
(continued)
31. COMMITMENTS
(a)
Non-cancellable operating lease commitments
As at 31 March 2010, the Group leases various sales offices under non-cancellable operating lease agreements.
The leases have varying terms, escalation clauses and renewal rights. Lease terms do not contain restrictions
on the Group’s activities concerning dividends, additional debt or further leasing.
The future aggregate minimum lease payable under non-cancellable operating leases contracted for as at 31
March 2010 but not recognised as liabilities are as follows:
Group
Company
2010
2009
2010
2009
RMB’000
RMB’000
RMB’000
RMB’000
- not later than 1 year
637
690
100
113
- 1 year through 5 years
232
403
204
9
869
1,093
304
122
Future minimum lease
payments
(b)
Capital expenditure commitments
Group
Capital expenditure commitments in respect of contracts placed
(c)
2010
2009
RMB’000
RMB’000
2,899
1,824
Other commitment
Group
Donation commitment
2010
2009
RMB’000
RMB’000
2,400
2,550
On 19 January 2007, the subsidiary, CMZ Zipper (Wuxi) Co., Ltd. committed to donate RMB 3 million to a
charitable organisation. This amount is payable over a period of 20 years, in equal installments of RMB150,000
per annum commencing from January 2007.
81
CMZ
2010
ANNUAL
DISPLAY
(continued)
32. SEGMENT INFORMATION
No separate analysis of operating segment is presented as the management does not allocate resources and
assess performance by operating segments. The Group’s major business comprise of the manufacture and sale of
zipper and sewing thread and the Group’s revenue, expenses, results, assets, liabilities and capital expenditure are
principally attributable to a single geographical region, which is the PRC.
33. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
The main risks arising from the Group’s financial instruments are foreign exchange risk, liquidity risk and credit risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks. The Audit
Committee provides independent oversight to the effectiveness of the risk management policies.
It is the Group’s policy not to trade in derivative contracts.
(a)
Market risk
(i)
Foreign exchange risk
As the Group’s transactions are primarily denominated in RMB, it is subject to minimal foreign exchange
exposure. The Group has cash and bank balances denominated in Singapore dollars, United States
dollars and Hong Kong dollars. Accordingly, the Group’s balance sheets can be affected by movements
in these exchange rates.
Currently, the PRC government imposes control over foreign currencies. RMB, the official currency in
the PRC, is not freely convertible. Enterprises operating in the PRC can enter into exchange transactions
through the People’s Bank of China or other authorised financial institutions. The Group has not entered
into any derivative instruments for hedging or trading purposes.
82
CMZ
2010
ANNUAL
DISPLAY
(continued)
33. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(a)
Market risk (continued)
(i)
Foreign exchange risk (continued)
Group
As at 31 March 2010
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
-
1,602
-
42,234
43,836
19
-
13
3,444
3,476
47,009
39
156
24,937
72,141
-
-
-
10,037
10,037
47,028
1,641
169
80,652
129,490
-
-
-
18,766
18,766
1,050
-
18
5,778
6,846
645
-
-
-
645
1,695
-
18
24,544
26,257
45,333
1,641
151
56,108
103,233
(151)
(56,108)
(101,592)
Financial assets
Trade receivables
Other receivables and
deposits
Held-to-maturity financial
asset
Trade payables
Other financial liabilities
Net financial assets
Less: Net financial assets
denominated in the
respective entities
functional currencies
Foreign currency exposure
(45,333)
-
1,641
-
-
1,641
83
CMZ
2010
ANNUAL
DISPLAY
(continued)
(a)
(i)
Group
As at 31 March 2009
Singapore
Dollars
United
States
Dollars
Hong Kong
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
-
190
-
31,485
31,675
13
-
206
2,014
2,233
20,915
9
29
41,941
62,894
-
-
-
10,037
10,037
20,928
199
235
85,477
106,839
-
-
-
15,145
15,145
464
-
145
3,653
4,262
-
-
-
544
544
464
-
145
19,342
19,951
20,464
199
90
66,135
86,888
(90)
(66,135)
(86,689)
Financial assets
Trade receivables
Other receivables and
deposits
asset
Trade payables
Less: Net financial assets
denominated in the
respective entities
functional currencies
(20,464)
-
-
199
-
-
199
84
CMZ
2010
ANNUAL
DISPLAY
(continued)
(a)
(i)
Company
As at 31 March 2010
Singapore
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
19
-
19
47,009
-
47,009
-
6,005
6,005
47,028
6,005
53,033
1,050
-
1,050
645
-
645
1,695
-
1,695
45,333
6,005
51,338
(45,333)
(6,005)
(51,338)
Financial assets
Other receivables
Other financial assets
Less: Net financial assets denominated in the respective
entities functional currencies
-
-
-
85
CMZ
2010
ANNUAL
DISPLAY
(continued)
(a)
(i)
Company
As at 31 March 2009
Singapore
Dollars
United
States
Dollars
Chinese
Renminbi
Total
RMB’000
RMB’000
RMB’000
RMB’000
13
-
-
13
20,915
7
-
20,922
8,730
-
34,876
43,606
29,658
7
34,876
64,541
464
-
-
464
-
-
544
544
464
-
544
1,008
29,194
7
34,332
63,533
(29,194)
-
(34,332)
(63,526)
Financial assets
Other receivables
Other financial assets
Less: Net financial assets denominated
in the respective entities functional
currencies
-
7
-
7
Except for the above, there is no other significant foreign currency exposure.
Based on the above, management has assessed that the foreign currency exposure is not significant
as at 31 March 2010 and 31 March 2009. Accordingly, the foreign exchange sensitivity analysis is not
prepared.
86
CMZ
2010
ANNUAL
DISPLAY
(continued)
33
FINANICIAL INSTRUMENTS (continued)
(b)
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate
by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses
including the servicing of financial obligations.
The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the Group and Company can be required to pay.
Group
On demand or
within 1 year
RMB’000
As at 31 March 2010
Trade payables
18,766
6,846
645
26,257
As at 31 March 2009
Trade payables
15,145
4,262
544
19,951
87
CMZ
2010
ANNUAL
DISPLAY
(continued)
33
(b)
Liquidity risk(continued)
Company
On demand or
within 1 year
RMB’000
As at 31 March 2010
1,050
645
1,695
As at 31 March 2009
464
544
1,008
88
CMZ
2010
ANNUAL
DISPLAY
(continued)
33
(c)
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of
appropriate credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For other
financial assets, the Group adopts the policy of dealing only with high credit quality counterparties. Credit
exposure to an individual counterparty is restricted by credit limits that are approved by the Board of Directors
based on ongoing credit evaluation. The counterparty’s payment profile and credit exposure are continuously
monitored at the entity level by the respective management and at the Group level by the Board of Directors.
As the Group and Company does not hold any collateral, the maximum exposure to credit risk for each class
of financial instruments is the carrying amount of that class of financial instruments presented on the balance
sheet.
The carrying amounts of cash and bank balances, trade and other receivables represent the Group’s maximum
exposure to credit risk in relation to financial assets. No other financial assets carry a significant exposure to
credit risk. The Group’s and Company’s major classes of financial assets are cash and bank balances, trade
receivables and amounts due from subsidiaries.
Cash and bank balances are placed with reputable local financial institutions.Therefore, credit risk arises mainly
from the inability of its customers to make payments when due. The amounts presented in the balance sheet
are net of allowances for impairment of receivables, estimated by management based on prior experience and
the current economic environment. Concentrations of credit risk with respect to trade receivables are limited
due to the Group’s large number of customers. Management believes that there is no anticipated additional
credit risk beyond the amount of allowance for impairment made in the Group’s trade receivables. The trade
receivables arise mainly from companies incorporated in the People’s Republic of China.
89
CMZ
2010
ANNUAL
DISPLAY
(continued)
33
(c)
Credit risk (continued)
The age analysis of trade receivables is as follows:
Group
2010
2009
RMB’000
RMB’000
30,255
23,059
- Past due 0 to 3 months
8,338
5,109
- Past due 3 to 6 months
4,664
2,837
579
670
13,581
8,616
827
1,171
(827)
(1,171)
Not past due and not impaired
Past due but not impaired
- Past due over 6 months
Impaired trade receivables
Less: Allowance for impairment loss
43,836
31,675
The movement in allowance for impairment loss is as follows:
Group
Balance at beginning of the year
(Write back ) Allowance made during the year
Balance at end of the year
2010
2009
RMB’000
RMB’000
1,171
645
(344)
827
526
1,171
The Group has provided fully for all receivables over 270 days because historical experience is such that
receivables that are past due beyond 270 days are generally not recoverable. Trade receivables less than
270 days are provided for based on estimated irrecoverable amounts from the sale of goods, determined by
reference to past default experience.
90
CMZ
2010
ANNUAL
DISPLAY
(continued)
33
(d)
Fair values of financial instruments
(i)
Fair values of financial instruments by classes that are carried at fair value and whose carrying amounts
are reasonable approximation of fair value.
The carrying amounts of cash and bank balances, trade and other receivables (including amounts due
from subsidiaries) and trade and other payables (including amounts due to directors) approximate their
respective fair values due to the relatively short-term maturity of these financial instruments.
(ii)
Fair values of financial instruments by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value.
Group
2010
asset (Note 12)
(e)
2009
RMB’000
RMB’000
RMB’000
RMB’000
Carrying value
Fair value
Carrying value
Fair value
10,037
12,917
10,037
12,107
Capital risk management policies and objectives
The Group manages its capital to ensure that entities within the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of cash and bank balances and equity attributable to equity holders
of the parent, comprising issued capital and reserves as disclosed in Notes 3 to 8.
The Board of Directors reviews the capital structure on an annual basis. As part of this review, the Board
of Directors considers the cost of capital and the risks associated with each class of capital. The Group will
balance its overall capital structure through the payment of dividends, new share issues and share buy-backs
as well as the issue of new debt or the redemption of existing debts.
34. SUBSEQUENT EVENT
On 22 February 2010, the Company announced a capital reduction exercise pursuant to the Singapore Companies
Act and was approved by the High Court on 11 May 2010. In connection with the capital reduction exercise, the
Company made a cash distribution of approximately S$8.9 million (RMB43.5 million), equivalent to S$0.03 per paidup ordinary share to the shareholders of the Company. Upon payment of the cash distribution on the payment date
on 14 June 2010, the share capital of the Company was reduced by approximately S$8.9 million (RMB43.5 million).
There are no changes in the total number of issued shares of the Company after the payment of cash distribution.
91
CMZ
2010
ANNUAL
DISPLAY
STATISTIC OF SHAREHOLDINGS 股权持有统计资料
SHAREHOLDERS’ INFORMATION AS AT 18 JUNE 2010
截止2010年6月18日股东资料
Class of shares
:
Ordinary share
股票类级
:
普通股
Voting rights excluding treasury shares
:
One vote per share
投票权 (不包括已回购的股票)
:
每股一投票权
No. of issued shares 已发行股票总数
:
304,652,000
No. of issued shares excluding treasury shares
:
297,836,000
:
6,816,000 (2.28%)
已发行股票总数(不包括已回购的股票)
No. / Percentage of treasury shares
已回购的股票总数(百分比)
STATISTIC OF SHAREHOLDINGS AS AT 18 JUNE 2010
截止2010年6月18日股权持有统计资料
Size of Shareholding
股权比例分类
1
- 999
Number of
Shareholders
股东人数
Number of
Shares
持有股票数量
%
-
-
%
-
-
1,000
- 10,000
369
58.02
1,583,628
0.53
10,001
- 1,000,000
260
40.88
20,443,752
6.86
1,000,001 - and above
7
1.10
275,808,620
92.61
636
100.00
297,836,000
100.00
92
CMZ
2010
ANNUAL
DISPLAY
STATI
STIC OF SHAREHOLDINGS 股权持有统计资料
(continued)
TWENTY LARGEST SHAREHOLDERS AS AT 18 JUNE 2010
截止2010年6月18日持股量最大的首二十名股东
No.
秩序
Name of Shareholders
股东名字
Number of
Shares
持有股票数量
1.
Allied Sincere Limited
193,538,374
64.98
2.
DBS Vickers Securities (Singapore) Pte Ltd
38,306,514
12.86
3.
DBS Nominees Pte Ltd
36,007,172
12.09
4.
Shi Shengxi
2,853,000
0.96
5.
Yang Pei Cheng
2,068,000
0.69
6.
OCBC Securities Private Ltd
1,957,000
0.66
7.
Phillip Securities Pte Ltd
1,078,560
0.36
8.
Liu Yunhua
980,000
0.33
9.
Altrade Investments Pte Ltd
800,000
0.27
10.
UOB Kay Hian Pte Ltd
800,000
0.27
11.
Kim Eng Securities Pte Ltd
628,752
0.21
12.
Tran Chanh Lien Janine
600,000
0.20
13.
Ong Tiak Beng
538,000
0.18
14.
Ang Ah Ngee
530,000
0.18
15.
Chu Wenhua
500,000
0.17
16.
Tao Ran
435,000
0.15
17.
Lau Eng Seng
400,000
0.13
18.
Zong Siyan
340,000
0.11
19.
HSBC (Singapore) Nominees Pte Ltd
329,000
0.11
20.
Tan Kok Ching
300,000
0.10
282,989,372
95.01
%
93
CMZ
2010
ANNUAL
DISPLAY
STATI
STIC OF SHAREHOLDINGS 股权持有统计资料
(continued)
SUBSTANTIAL SHAREHOLDERS AS AT 18 JUNE 2010
截止2010年6月18日大股东
(As recorded in the Register of Substantial Shareholders)
(根据大股东名册记录)
Direct Interest
直接利益
Allied Sincere Limited*
Deemed Interest
间接利益
%
%
193,538,374
64.98
-
-
Shao Kesheng*
-
-
193,538,374
64.98
Shao Dajun*
-
-
193,538,374
64.98
Shao Minwei*
-
-
193,538,374
64.98
Notes :
*
Allied Sincere Limited is a company incorporated in British Virgin Island and is owned by Shao Kesheng (61%), Shao Dajun (16%) and Shao
Minwei (11%). Shao Dajun is the son-in-law of Shao Kesheng. Shao Minwei is the daughter of Shao Kesheng and the spouse of Shao Dajun.
As such, Shao Kesheng, Shao Dajun and Shao Minwei are deemed to be interested in the 193,538,374 CMZ Holdings Ltd. shares held by
Allied Sincere Limited.
PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS AS AT 18 JUNE 2010
截止2010年6月18日公众持股比例
35.02% of the Company’s shares (excluding treasury shares) are held in the hands of public. Accordingly, the Company
has complied with Rule 723 of the Listing Manual of the SGX-ST.
公众持有的公司股份(不包括已回购的股票) 比例是35.02%。因此，公司已遵守新加坡证券交易所上市手册规则第723条。
94
CMZ
2010
ANNUAL
DISPLAY
NOTICE OF ANNUAL GENERAL MEETING
CMZ HOLDINGS LTD.
Registration No. 200515314R
(Incorporated in the Republic of Singapore)
(the “Company”)
NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of CMZ HOLDINGS LTD. will be held at 168 Robinson
Road, Capital Tower, 9th Floor, FTSE Room, Singapore on Monday, 26 July 2010 at 10.30 a.m. for the following purposes :
As Ordinary Business
1.
To receive and adopt the Directors’ Report and the Audited Accounts for the financial year ended 31 March 2010,
together with the Auditors’ Report thereon.
(Resolution 1)
2.
To approve the payment of Directors’ fees of S$100,000 for the financial year ended 31 March 2010. (2009 :
S$100,000)
(Resolution 2)
3.
To re-elect the following Directors retiring pursuant to the Company’s Articles of Association.
(i)
Mr. Shao Kesheng (retiring under Article 89).
(Resolution 3)
(ii)
Mr. Siow Chee Keong (retiring under Article 89).
(Resolution 4)
(See Explanatory Note 1)
4.
To re-appoint Messrs Horwath First Trust LLP as auditors and to authorise the Directors to fix their
remuneration.
(Resolution 5)
5.
To transact any other business that may be transacted at an Annual General Meeting.
As Special Business
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions with or without modifications:6.
AUTHORITY TO ALLOT AND ISSUE NEW SHARES
“(i)
That, pursuant to Section 161 of the Companies Act, Chapter 50, and the Listing Rules of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) , authority be and is hereby given to the Directors of
the Company to:
(a)
allot and issue shares (“Shares”) whether by way of rights, bonus or otherwise (including
Shares as may be issued pursuant to any Instrument (as defined below) made or granted by
the Directors while this Resolution is in force notwithstanding that the authority conferred by
this Resolution may have ceased to be in force at the time of issue of such Shares), and/or
95
CMZ
2010
ANNUAL
DISPLAY
NOTICE OF ANNUAL GENERAL MEETING
(continued)
6.
AUTHORITY TO ALLOT AND ISSUE NEW SHARES (continued)
(b)
(ii)
7.
make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require Shares to be issued, including but not limited to the creation and issue of warrants,
debentures or other instruments convertible into Shares (“Convertible Securities”), at any
time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit provided that the aggregate number of
Shares and Convertible Securities to be issued pursuant to such authority (including Shares
issued pursuant to any Instrument but excluding Shares which may be issued pursuant to any
adjustments (“Adjustments”) effected under any relevant Instrument, which Adjustment shall
be made in compliance with the provisions of the Listing Manual for the time being in force
(unless such compliance has been waived by the SGX-ST) and the Articles of Association for
the time being of the Company), shall not exceed 50% of the Company’s total number of issued
shares excluding treasury shares, and provided that the aggregate number of such Shares
and Convertible Securities to be issued other than on a pro-rata basis in pursuance to such
authority (including Shares issued pursuant to any Instrument but excluding shares which may
be issued pursuant to any Adjustment effected under any relevant Instrument) to the existing
shareholders shall not exceed 20% of the Company’s total number of issued shares excluding
treasury shares;
The 50% limit in (i) above may be increased to 100% for the Company to undertake pro-rata renounceable
rights issue; and, unless revoked or varied by the Company in general meeting, such authority shall
continue in force until the conclusion of the next annual general meeting of the Company or the date
by which the next annual general meeting of the Company is required by law to be held, whichever is
the earlier.”
(Resolution 6)
AUTHORITY TO ALLOT AND ISSUE NEW SHARES OTHER THAN ON A PRO-RATA BASIS AT A DISCOUNT OF
NOT MORE THAN 20%
“That subject to and pursuant to the authority to allot and issue shares in the resolution 6 being obtained, authority
be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders of the
Company at an issue price per new share which shall be determined by the Directors in their absolute discretion
provided that such price shall not represent more than a 20% discount for new shares to the weighted average
price per share determined in accordance with the requirements of the Singapore Exchange Securities Trading
Limited (“SGX-ST).”
(Resolution 7)
8.
APPROVAL FOR THE RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE COMPANY TO BUY-BACK ITS OWN
SHARES
“That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the “Companies Act”), the
exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise
acquire ordinary shares in the capital of the Company (“Shares”) not exceeding in aggregate the
Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the
Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:(i)
on-market purchase(s) on the Singapore Exchange Securities Trading Limited (“SGX-ST”);and/
or
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any
equal access scheme(s) as may be determined or formulated by the Directors as they consider
fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, and
otherwise in accordance with all laws, regulations and rules of the SGX-ST as may for the time
being be applicable, be and is hereby authorised and approved generally and unconditionally
(the “Share Buy-Back Mandate”);
96
CMZ
2010
ANNUAL
DISPLAY
NOTI
CE OF ANNUAL GENERAL MEETING
(continued)
8.
APPROVAL FOR THE RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE COMPANY TO BUY-BACK ITS OWN
SHARES (continued)
(b)
(c)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time
and from time to time during the period commencing from the date of the passing of this Resolution
and expiring on the earlier of:(i)
the date of the next annual general meeting of the Company; or
(ii)
the date by which the next annual general meeting of the Company is required by law to be
held; or
(iii)
the time when the Share Buy-Back Mandate is revoked or varied by the Shareholders of the
Company in general meeting.
in this Resolution:“Maximum Percentage” means the number of Shares representing ten per cent. (10%) of the issued
ordinary share capital of the Company as at the date of the passing of this Resolution; and “Maximum
Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses)
which shall not exceed:-
(d)
(i)
in the case of a market purchase, one hundred and five per cent. (105%) of the average closing
market price. For this purpose, the average closing market price is the average of the closing
market prices of the Shares transacted on the SGX-ST over the last five (5) market days (on
which transactions in the Shares are recorded) immediately preceding the date of the market
purchase by the Company and deemed to be adjusted in accordance with the listing rules of the
SGX-ST for any corporate action which occurs after the relevant five (5) day period; and
(ii)
in the case of an off-market purchase, one hundred and twenty per cent. (120%) of the highest
price a Share is transacted on the SGX-ST on the market day (when transactions in the Shares
are recorded) immediately preceding the date on which the Company announces an off-market
purchase offer stating the purchase price and the relevant terms of the equal access scheme.
The Directors of the Company be and are hereby authorised to take all necessary steps and to negotiate,
finalise and enter into all transactions, arrangements and agreements and to execute all such documents
(including but not limited to the execution of application forms and transfers) with full and discretionary
powers to make or assent to any modifications or amendments thereto in any manner they may deem
necessary, expedient, incidental or in the interests of the Company and the Group for the purposes of
giving effect to this Resolution and the transactions contemplated thereunder.
(Resolution 8)
On behalf of the Board
Shao Kesheng
Executive Chairman
8 July 2010
97
CMZ
2010
ANNUAL
DISPLAY
Explanatory Notes:1.
Mr. Siow Chee Keong is an Independent & Non-Executive Director of the Company. He serves as a member of Audit and
Chairman of Remuneration and Nominating Committee. If re-elected, he will continue to serve as a member of Audit and
Chairman of Remuneration and Nominating Committee.
2.
The Ordinary Resolution 6 proposed in item 6, if passed, will authorise the Directors of the Company from the date of the
above Meeting until the next Annual General Meeting to allot and issue shares in the Company up to a limit not exceeding in
aggregate 50% of the Company’s total number of issued shares excluding treasury shares, and such limit may be increased
to 100% if the Company undertakes to issue shares via a pro-rata renounceable rights issue. The total number of shares and
convertible securities issued other than on a pro-rata basis to existing shareholders shall not exceed 20% of the Company’s
total number of issued shares excluding treasury shares at the time the resolution is passed, for such purposes as they consider
would be in the interests of the Company. The authority will, unless revoked or varied at a general meeting, expire at the next
Annual General Meeting of the Company.
3.
The Ordinary Resolution 7 proposed in item 7 above, if passed, will authorise the Directors from the date of the above Meeting
until the next Annual General Meeting to issue shares other than a pro-rata basis at not more than 20% discount in accordance
with the requirements of the SGX-ST.
4.
The Ordinary Resolution 8 proposed in item 8 above, if passed, renews the Share Buy-Back Mandate authorising the Directors
of the Company to buy back shares of the Company by way of on-market purchase(s) and/or off-market purchase(s) according
to prescribed rules and regulations governed by the Companies Act and the Listing Manual of the SGX-ST.
Notes:
1.
A Member of the Company entitled to attend and vote may appoint not more than two proxies to attend and vote instead of
him. A proxy need not be a member and where there is more than one proxy, the proportion (expressed as a percentage of the
whole) of his shareholding to be represented by each proxy must be stated.
2.
If a proxy is to be appointed, the form must be deposited at the Registered Office of the Company at 112 Robinson Road, #12-04,
Singapore 068902 not less than 48 hours before the Meeting.
This page has been left blank intentionally.
IMPORTANT:
1.
For investors who have used their CPF moneys
to buy shares in the Capital of CMZ Holdings
Ltd., this report is forwarded to them at the
request of their CPF Approved Nominees and
is sent solely FOR INFORMATION ONLY.
2.
This Proxy Form is not valid for use by CPF
investors and shall be ineffective for all intents
and purposes if used or purported to be used
by them.
PROXY FORM
CMZ HOLDINGS LTD.
Registration No. 200515314R
(Incorporated in the Republic of Singapore)
I/We, ________________________________________________ NRIC/Passport No. : ______________________________________
of
_____________________________________________________________________________________________________________
being a member/members of CMZ HOLDINGS LTD. (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
Proportion of
Shareholdings
and/or (delete as appropriate)
or failing him/her, the Chairman of the 4th Annual General Meeting of the Company (the “Meeting”) as *my/our *proxy/
proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Meeting of the Company, to be
held at 168 Robinson Road, Capital Tower, 9th Floor, FTSE Room, Singapore 068912, on Monday, 26 July 2010 at 10.30
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 the Notice of the Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/
they may think fit, as he/they will on any other matter arising at the Meeting.
No.
Resolutions:
For
1.
To receive and adopt the Directors’ Report and the Audited Accounts for the financial
year ended 31 March 2010, together with the Auditors’ Report thereon.
2.
To approve payment of Directors’ fees amounting to S$100,000. (2009 : S$100,000)
3.
To re-elect Mr. Shao Kesheng as Director (retiring under Article 89).
4.
To re-elect Mr. Siow Chee Keong as Director (retiring under Article 89).
5.
To re-appoint Messrs Horwath First Trust LLP as auditors and to authorise the Directors
to fix their remuneration.
6.
To authorise Directors to issue shares
7.
To authorise Directors to allot and issue new shares other than on a pro-rata basis at a
discount of not more than 20%
To approve renewal of Shareholders’ Mandate for the Company to buy-back its own
shares.
8.
Dated this __________day of __________2010.
Total Number of Ordinary
Shares Held
______________________________________
Signature(s) of member(s)/Common Seal
Against
Notes:1.
A member of the Company entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies to
attend and vote in his/her stead. A proxy need not be a member of the Company and where there is more than one proxy, the
proportion of Shares to be represented by each proxy must be stated.
2.
Where a member appoints two proxies, the appointment shall be invalid unless he/she specified the proportion (expressed as
a percentage of the whole) of his/her shareholding to be represented by each proxy.
3.
This instrument of proxy must be signed by the appointor or his/her duly authorised attorney or, if the appointor is a body
corporate, signed by a duly authorised officer or its attorney or affixed with its common seal thereto.
4.
A body corporate which is a member may also appoint by resolution of its directors or other governing body an authorised
representative in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore to
act for and on behalf of such body corporate.
5.
This instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified
copy thereof), must be deposited at the registered office of the Company at 112 Robinson Road, #12-04, Singapore 068902 not
less than 48 hours before the time fixed for holding the Annual General Meeting.
6.
Please insert the total number of shares held by you. If you have shares entered against your name on the Depository Register
(as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you
have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares
entered against your name in the Depository Register and shares registered in your name in the Register of Members, you
should insert the aggregate number of shares. If no number is inserted, this instrument of proxy will be deemed to relate to all
the shares held by you.
7.
The Company shall be entitled to reject this instrument of proxy if it is incomplete, improperly completed or illegible or where
the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in this instrument of
proxy. In addition, in the case of members whose shares are deposited with The Central Depository (Pte) Limited (“CDP”), the
Company may reject any instrument of proxy lodged if such member is not shown to have shares entered against his name in
the Depository Register as at 48 hours before the time appointed for the holding of the Annual General Meeting as certified by
CDP to the Company.
fashion
trends
annual
2010
CMZ HOLDINGS LTD.
ZIPPERS
AN AR PRODUCTION
6338 8412
art•veritas
CMZ HOLDINGS LTD.

CMZ Fin-2010.indd - National University of Singapore

Transcription

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