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ABC LIMITED & ITS SUBSIDIARIES

Co Reg No. 199956789A


(Incorporated in the Republic of Singapore)

FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

1
ABC LIMITED & ITS SUBSIDIARIES

DIRECTORS’ REPORT
For the financial year ended 31 December 2014

The Directors present their report together with the audited consolidated financial statements of the Group
and balance sheet and statement of changes in equity of the Company for the financial year ended 31
December 2014.

1. DIRECTORS

The Directors of the Company in office at the date of this report are:

Jacob Tan (Chairman)


Emily Lee (Deputy Chairman)
Michael Goh (Chief Executive Officer)
Joshua Lim

2. AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises five independent Directors. Members of
the Committee are:

Lim Daniel (Chairman)


Tony Tan
Emma Ho
Alvin Yeo
Danny Lin

The Audit Committee recommended to the Board of Directors the re-appointment of ABC LLP as
external auditors of the Company at the forthcoming Annual General Meeting.

3. DIRECTORS' INTEREST IN SHARES AND DEBENTURES

According to the Register of Directors' shareholdings kept by the Company for the purpose of
Section 164 of the Companies Act, none of the Directors holding office at the end of the financial
year had any interest in the shares and debentures of the Company and related corporations, except
as follows:

Holdings At

1.1.2014 31.12.2014 21.1.2014


ABC Limited
(Ordinary shares)
Jacob Tan 20,000 33,000 33,000
Emily Lee 9,000 43,200 43,200
Michael Goh 2,321,666 3,114,832 3,114,832
Joshua Lim 200,000 220,000 220,000
ABC LIMITED & ITS SUBSIDIARIES

DIRECTORS’ REPORT
For the financial year ended 31 December 2014

4. AUDITORS

The auditors, ABC LLP, have expressed their willingness to accept re-appointment.

On behalf of the Board

JACOB TAN EMILY LEE


Chief Executive Officer Senior Executive Director

Singapore, 2 February 2015


ABC LIMITED & ITS SUBSIDIARIES

STATEMENT BY DIRECTORS
For the financial year ended 31 December 2014

We, JACOB TAN and EMILY LEE being two Directors of ABC Limited, do hereby state that in the
opinion of the Directors, the consolidated financial statements of the Group and the balance sheet
and statement of changes in equity of the Company are drawn up so as to give a true and fair view
of the state of affairs of the Group and of the Company as at 31 December 2014, and of the results,
changes in equity and cash flows of the Group and changes in equity of the Company for the financial
year then ended 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

JACOB TAN EMILY LEE


Chief Executive Officer Senior Executive Director

Singapore, 2 February 2015

4
ABC LIMITED & ITS SUBSIDIARIES

INDEPENDENT AUDITORS’ REPORT to the Members of ABC Limited


For the financial year ended 31 December 2014

Report on the Financial Statements


We have audited the accompanying financial statements of ABC Limited (“Company”) and its
subsidiaries (“Group”) which comprise the balance sheets of the Group and the Company as at 31
December 2014, the profit and loss account, statement of comprehensive income, statement of changes in
equity and statement of cash flows of the Group and the statement of changes in equity of the Company
for the 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 of financial statements that give a true and fair view in
accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial
Reporting Standards and for devising and maintaining a system of internal accounting controls sufficient
to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or
disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of
assets.

Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation
of financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
ABC LIMITED & ITS SUBSIDIARIES

INDEPENDENT AUDITORS’ REPORT to the Members of ABC Limited


For the financial year ended 31 December 2014

Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company are properly drawn up in accordance with the provisions of the Act
and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs
of the Group and of the Company as at 31 December 2014 and of the results, changes in equity and
cash flows of the Group and changes in equity of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements


In our opinion, the accounting and other records required by the Act to be kept by the Company and by
those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in
accordance with the provisions of the Act.

ABC LLP
Public Accountants and Certified Public Accountants
Singapore

Olivia Tan
Partner
Appointed on 21 April 2014

2 February 2015
ABC LIMITED & ITS SUBSIDIARIES

BALANCE SHEETS
As at 31 December 2014

Group Company
Note 31 31 31 31
December December December December
2014 2013 2014 2013
$’000 $’000 $’000 $’000

Share capital 3 1,016,112 906,409 1,016,112 906,409


Reserves 4 6,374,270 5,508,975 4,193,452 3,783,517
Share capital & reserves 7,390,382 6,415,384 5,209,564 4,689,926
Non-controlling interests 3,800,674 2,866,384 - -
Capital employed 11,191,056 9,281,768 5,209,564 4,689,926

Represented by:
Fixed assets 5 2,715,517 2,243,150 4,080 5,120
Investment properties 6 4,610,107 3,207,539 - -
Subsidiaries 7 - - 3,928,160 3,580,409
Associated companies 8 4,232,047 3,586,904 - 55
Investments 9 310,759 299,896 - -
Long term assets 10 267,060 28,646 339 360
Intangibles 11 98,573 107,676 - -
12,234,063 9,473,811 3,932,579 3,585,944
Current assets
Stocks & work-in-progress
in excess of related 12 6,218,945 3,940,126 - -
billings
Amounts due from:
- subsidiaries 13 - - 2,204,813 1,732,273
- associated companies 13 403,775 305,162 1,483 2,575
Debtors 14 2,027,933 1,958,993 78,164 82,416
Short term investments 15 577,400 536,872 - -
Bank balances, deposits & 16 3,020,454 4,245,990 1,621 207,073
cash
12,248,507 10,987,143 2,286,081 2,024,337
Current liabilities
Creditors 17 5,323,267 4,342,963 234,396 138,435
Billings on work-in-
progress 12 1,863,881 1,638,193 - -
in excess of related costs
Provisions 18 77,674 83,586 - -
Amounts due to:
- subsidiaries 13 - - 229,852 241,792
- associated companies 13 63,918 180,609 - -
Term loans 19 808,475 391,764 17,668 9,047
Taxation 27 478,911 455,079 22,244 26,147
Bank overdrafts 20 - 736 - -
8,616,126 7,092,930 504,160 415,421

Net current assets 3,632,381 3,894,213 1,781,921 1,608,916


Non-current liabilities
Term loans 19 4,068,696 3,675,968 500,000 500,000
Deferred taxation 21 606,692 410,288 4,936 4,934
4,675,388 4,086,256 504,936 504,934

Net assets 11,191,056 9,281,768 5,209,564 4,689,926

See accompanying notes to the financial statements.


ABC LIMITED & ITS SUBSIDIARIES

CONSOLIDATED PROFIT AND LOSS ACCOUNT


For the financial year ended 31 December 2014

Note 2014 2013


$’000 $’000

Revenue 22 10,082,467 9,139,608


Materials and subcontract costs (6,273,001) (5,767,767)
Staff costs 23 (1,432,889) (1,367,077)
Depreciation and amortisation (208,571) (188,633)
Other operating expenses (270,699) (259,820)
Operating profit 24 1,897,307 1,556,311
Investment income 25 24,589 7,946
Interest income 25 113,982 111,350
Interest expenses 25 (98,230) (64,701)
Share of results of associated companies 8 239,772 278,211
Profit before tax and exceptional items 2,177,420 1,889,117
Exceptional items 26 1,135,282 661,101
Profit before taxation 3,312,702 2,550,218
Taxation 27 (640,506) (560,060)
Profit for the year 2,672,196 1,990,158

Attributable to:
Shareholders of the Company 1,840,512 1,511,064
Non-controlling interests 831,684 479,094
2,672,196 1,990,158

Earnings per ordinary share 28


- basic 103.5 cts 85.9 cts
- diluted 102.4 cts 85.3 cts

Gross dividend per ordinary share 29


Interim dividend paid 17.0 cts 14.5 cts
Final dividend proposed 26.0 cts 23.7 cts
Total distribution 43.0 cts 38.2 cts

See accompanying notes to the financial statements.


ABC LIMITED & ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


For the financial year ended 31 December 2014

2014 2013
$’000 $’000

Profit for the year 2,672,196 1,990,158

Available-for-sale assets
- Fair value changes arising during the year (146,669) 130,996
- Realised & transferred to profit and loss account (18,906) 1,663

Cash flow hedges


- Fair value changes arising during the year, net of tax (116,932) (1,247)
- Realised & transferred to profit and loss account 10,725 (47,508)

Foreign exchange translation


- Exchange difference arising during the year 15,617 (100,559)
- Realised & transferred to profit and loss account (4,077) 10,013

Share of other comprehensive (expense)/income


of associated companies (13,880) 3,133
Other comprehensive (expense)/income for the
year, (274,122) (3,509)
net of tax

Total comprehensive income for the year 2,398,074 1,986,649

Attributable to:
Shareholders of the Company 1,570,211 1,547,122
Non-controlling interests 827,863 439,527
2,398,074 1,986,649

See accompanying notes to the financial statements.


ABC LIMITED & ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS


For the financial year ended 31 December 2014

2014 2013
$’000 $’000
OPERATING ACTIVITIES
Operating profit 1,897,307 1,556,311
Adjustments:
Depreciation and amortisation 208,571 188,633
Share-based payment expenses 51,274 38,437
Profit on sale of fixed assets and investment properties (26,959) (4,949)
Impairment of assets - 10,715
Operational cash flow before changes in working capital 2,130,193 1,789,147
Working capital changes:
Stocks & work-in-progress (1,856,459) (594,375)
Debtors (314,907) (292,304)
Creditors 563,681 (65,033)
Investments (217,518) (71,646)
Intangibles (10,199) (5,256)
Advances to associated companies (223,772) 928
Translation of foreign subsidiaries 9,414 (73,660)
80,433 687,801
Interest received 119,032 112,888
Interest paid (98,118) (57,223)
Income taxes paid, net of refunds received (343,424) (293,226)
Net cash (used in)/from operating activities (242,077) 450,240

INVESTING ACTIVITIES
Acquisition of subsidiary and business - (49,184)
Advance payment for acquisition of a subsidiary (207,930) -
Acquisition and further investment in associated companies (477,340) (343,788)
Acquisition of fixed assets and investment properties (875,773) (873,073)
Proceeds from disposal of interest in a subsidiary - 16,281
Disposal of subsidiaries (153) -
Return of capital and disposal of associated companies 53,970 303,165
Proceeds from disposal of fixed assets and investment properties 73,936 58,430
Dividend received from investments and associated companies 175,516 245,119
Net cash used in investing activities (1,257,774) (643,050)

FINANCING ACTIVITIES
Proceeds from share issues 99,281 73,501
Proceeds from non-controlling shareholders of subsidiaries 245,275 5,091
Proceeds from disposal of interest in a subsidiary 24,991 -
Proceeds from term loans 1,231,567 3,221,224
Repayment of term loans (422,128) (921,644)
Acquisition of additional shares in subsidiaries (22,211) (117,464)
Dividend paid to shareholders of the Company (723,857) (627,183)
Dividend paid to non-controlling shareholders of subsidiaries (157,867) (129,580)
Net cash from financing activities 275,051 1,503,945

Net (decrease)/increase in cash and cash equivalents (1,224,800) 1,311,135


Cash and cash equivalents as at 1 January 4,245,254 2,934,119
Cash and cash equivalents as at 31 December 3,020,454 4,245,254

See accompanying notes to the financial statements.


ABC LIMITED & ITS SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS


For the financial year ended 31 December 2014

These notes form an integral part of and should be read in conjunction with the accompanying
financial statements.

1. GENERAL

The Company is incorporated and domiciled in Singapore and is listed on the Singapore
Exchange Securities Trading Limited. The address of its principal place of business and
registered office is 1 Broadway Avenue #01-01, Singapore 123456.

The Company's principal activity is that of an investment holding and management


company.

There has been no significant change in the nature of these principal activities during the
financial year.

The financial statements of the Group for the financial year ended 31 December 2014 and the
balance sheet and statement of changes in equity of the Company at 31 December 2014 were
authorised for issue in accordance with a resolution of the Board of Directors on 2 February
2015.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial statements have been prepared in accordance with the provisions of the
Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”). The
financial statements have been prepared under the historical cost convention, except as
disclosed in the accounting policies below.
ABC LIMITED & ITS SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS


For the financial year ended 31 December 2014

5. PROPERTY, PLANT AND EQUIPMENT

Plant,
Freehold Leasehold Machinery Capital
Land & Land & Motor & Work-in-
Buildings Buildings Vehicles Equipment Progress Total
$’000 $’000 $’000 $’000 $’000 $’000
Group
2014
Cost
At 1 January 121,558 1,353,706 320,642 1,991,375 256,398 4,043,679
Additions 8,507 22,854 5,163 45,193 553,566 635,283
Disposals (1,225) (10,124) (30,127) (34,908) - (76,384)
Write-off - - (1,202) (1,005) (5) (2,212)
Subsidiary disposed - (67) - (1,463) - (1,530)
Reclassification
- Stocks - 13,559 - - - 13,559
- Investment properties - 24,500 - 64,500 - 89,000
- Other assets 9 76 (12,276) (2,460) (698) (15,349)
- Other fixed assets
categories (26,645) 47,559 132,019 60,882 (213,815) -
Exchange differences 338 (5,279) (1,975) (3,964) (706) (11,586)
At 31 December 102,542 1,446,784 412,244 2,118,150 594,740 4,674,460

Accumulated
Depreciation &
Impairment Losses
At 1 January 33,757 572,107 141,732 1,052,933 - 1,800,529
Depreciation charge 3,616 52,052 24,472 121,855 - 201,995
Impairment loss
(Note 26) 891 16,900 - - - 17,791
Disposals (636) (4,147) (9,229) (32,313) - (46,325)
Write-off - - (1,023) (782) - (1,805)
Subsidiary disposed - (66) - (1,206) - (1,272)
Reclassification
- Stocks - - - 248 - 248
- Other assets 25 67 (4,166) (2,031) - (6,105)
- Other fixed assets
categories - 260 - (260) - -
Exchange differences (117) (2,816) (762) (2,418) - (6,113)
At 31 December 37,536 634,357 151,024 1,136,026 - 1,958,943

Net Book Value 65,006 812,427 261,220 982,124 594,740 2,715,517


ABC LIMITED & ITS SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS


For the financial year ended 31 December 2014

Plant,
Freehold Leasehold Machinery Capital
Land & Land & Motor & Work-in-
Buildings Buildings Vehicles Equipment Progress Total
$’000 $’000 $’000 $’000 $’000 $’000
Group
2013
Cost
At 1 January 54,337 1,333,783 233,049 1,855,079 278,232 3,754,480
Additions 147 30,454 48,017 52,817 99,405 230,840
Disposals - (2,573) (22,797) (20,062) - (45,432)
Write-off (22) (68) - (4,751) (7,442) (12,283)
Subsidiary acquired 68,377 3,762 44,033 60,517 - 176,689
Subsidiaries disposed - - - (1,239) - (1,239)
Reclassification
- Stocks - - - (946) - (946)
- Investment properties (676) - - 162 - (514)
- Other assets (92) (7,615) - (30) (945) (8,682)
- Other fixed assets
categories 606 16,100 21,247 71,480 (109,433) -
Exchange differences (1,119) (20,137) (2,907) (21,652) (3,419) (49,234)
At 31 December 121,558 1,353,706 320,642 1,991,375 256,398 4,043,679

Accumulated
Depreciation &
Impairment Losses
At 1 January 18,852 522,729 125,689 930,038 - 1,597,308
Depreciation charge 2,319 48,382 22,760 113,254 - 186,715
Impairment loss
(Note 26) - 10,319 - 17,453 - 27,772
Disposals - (1,742) (11,532) (16,839) - (30,113)
Write-off (22) (470) (3,913) (3,634) - (8,039)
Subsidiary acquired 13,254 2,539 10,522 26,838 - 53,153
Subsidiaries disposed - - - (232) - (232)
Reclassification
- Stocks - - - 178 - 178
- Other assets (26) (1,158) - (89) - (1,273)
- Other fixed assets
categories - 450 - (450) - -
Exchange differences (620) (8,942) (1,794) (13,584) - (24,940)
At 31 December 33,757 572,107 141,732 1,052,933 - 1,800,529

Net Book Value 87,801 781,599 178,910 938,442 256,398 2,243,150

During the financial year, the Group recognised impairment losses of $17,791,000 (2013:
$27,772,000) which relates to write-down of non-performing assets in the Property and Investment
divisions.
ABC LIMITED & ITS SUBSIDIARIES

NOTES TO THE FINANCIAL STATEMENTS


For the financial year ended 31 December 2014

Freehold Plant,
Land & Machinery
Buildings & Total
$’000 Equipment $’000
Company $’000
2014
Cost
At 1 January 6,569 6,867 13,436
Additions - 101 101
Disposals - (80) (80)
At 31 December 6,569 6,888 13,457

Accumulated
Depreciation
At 1 January 1,793 6,523 8,316
Depreciation charge 41 209 250
Impairment loss 891 - 891
Disposals - (80) (80)
At 31 December 2,725 6,652 9,377
Net Book Value 3,844 236 4,080

2013
Cost
At 1 January 6,569 7,046 13,615
Additions - 133 133
Disposals - (312) (312)
At 31 December 6,569 6,867 13,436

Accumulated
Depreciation
At 1 January 1,752 6,433 8,185
Depreciation charge 41 298 339
Disposals - (208) (208)
At 31 December 1,793 6,523 8,316
Net Book Value 4,776 344 5,120
14. TRADE AND OTHER RECEIVABLES

Group Company
2014 2013 2014 2013
$’000 $’000 $’000 $’000

Trade debtors 1,249,437 1,053,217 - -


Provision for doubtful debts (39,367) (39,156) - -
1,210,070 1,014,061 - -

Long term receivables due


within one year (Note 10) 11,315 1,431 195 200
Sundry debtors 83,154 62,598 853 371
Prepaid project cost & prepayments 85,628 57,275 210 197
Derivative financial
instruments (Note 33) 96,736 106,488 76,541 81,228
Tax recoverable 21,652 23,189 - -
Goods & Services Tax receivable 92,094 88,466 - -
Interest receivable 14,701 19,751 31 42
Deposits paid 19,479 18,246 334 378
Land tender deposits 38,020 140,021 - -
Advance land payments 115,493 241,796 - -
Recoverable accounts 42,057 41,765 - -
Accrued receivables 17,981 9,459 - -
Advances to subcontractors 103,294 116,386 - -
Advances to corporations in which
the Group has investment interests 249 250 - -
Advances to non-controlling
shareholders of subsidiaries 104,474 44,759 - -
846,327 971,880 78,164 82,416
Provision for doubtful debts (28,464) (26,948) - -
817,863 944,932 78,164 82,416
Total 2,027,933 1,958,993 78,164 82,416

Movements in the provision for debtors are as follows:

At 1 January 66,104 64,372 - -


Charge to profit and loss account 4,619 5,609 - -
Amount written off (2,370) (2,598) - -
Subsidiary disposed (228) - - -
Exchange differences (294) (1,279) - -
At 31 December 67,831 66,104 - -
17. TRADE AND OTHER PAYABLES

Group Company
2014 2013 2014 2013
$’000 $’000 $’000 $’000

Trade creditors 850,953 682,357 - 38


Customers' advances
and deposits 98,334 74,999 57 57
Derivative financial
instruments (Note 33) 141,422 51,720 90,665 26,950
Sundry creditors 1,000,570 754,078 3,404 16,905
Accrued operating expenses 2,720,461 2,305,512 136,798 90,980
Advances from
non-controlling shareholders 361,795 337,410 - -
Retention monies 132,489 119,756 - -
Interest payables 17,243 17,131 3,472 3,505
5,323,267 4,342,963 234,396 138,435

Advances from non-controlling shareholders of certain subsidiaries are unsecured and are
repayable on demand. Interest is charged at rates ranging from 0.93% to 12.00% (2013: 1.04%
to 6.00%) per annum on interest-bearing loans.

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