CUSTOMER SATISFACTION, EVERYTIME we deliver

CUSTOMER SATISFACTION, EVERYTIME

CSE GLOBAL LTD | ANNUAL REPORT 2007

Co. Reg. No.: 198703851D

Customer Satisfaction, Everytime

CSE Global Ltd | Annual Report 2007 we deliverwhat we committed

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01 Corporate Profile

02 Key Capabilities of CSE Global

07 Operating Entities

08 Financial Highlights

11 Message to our Stakeholders

14 Directors’ Profile

19 Key Management’s Profile

21 Our Presence

24 Report on Corporate Governance

38 Risk Management Policies And Processes

39 Statistics of Shareholdings

Contents

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CSE GLOBAL LTD | ANNUAL REPORT 2007 1


Corporate Profile

CSE Global Limited (CSE) is a leading systems integrator with aninternational presence spanning Americas, Asia Pacific, Europe, Africaand the Middle East. The Group employs over 1,200 people worldwide,with over 85 percent representing its design, engineering and projectmanagement capability and experience. That makes CSE one of thelargest independent systems integrators of its kind.

For over 20 years, we have been delivering cost-effective total integrated industrial automation,information technology and intelligent transport solutions to the satisfaction of our clients. Our strengthin turnkey project management attracts an ever-increasing portfolio of blue-chip clients in the energy,chemical/petrochemical, utilities, financial and public sectors like transport authorities, amongst others.

CSE commenced operations in 1985 as the engineering projects division of Chartered ElectronicsIndustries, the electronics arm of Singapore Technologies (ST). As part of the ST Group's corporatestrategy of encouraging a higher level of management participation and ownership in selective companies,a management buy-out was successfully concluded in January 1997.

In February 1999, CSE became a public listed company and its shares are traded on the main board ofthe Singapore Exchange.

CSE has adopted a global approach to growth. Since 2000, the Group has acquired United States basedW-Industries and Control Concept Technologies, British systems integrator, Servelec, telecommunicationsprovider, Transtel Engineering, and ttc s.r.o. in Slovakia. These acquisitions not only expand our corecapabilities but also provides a broad international platform for sustained growth.

In 2004, the Group acquired Uniserve Corporation, an electrical engineering solutions company for thepower & water utility, and mining industries in Australia, and RTUnet, a manufacturer and distributor ofthe Kingfisher remote telemetry units for industrial application, also in Australia.

In 2005, the Group acquired a significant stake in Energy Storage & Power Corporation (ESPC), a US-based company that markets and sells air-injection technology and energy storage projects worldwide.

In 2006, the Group acquired Techno Trade SA, a Belgium-based company that develops and sells telemetryand telecontrol solutions for various industries, including oil & gas, irrigation, utilities, railways andbuilding automation, and Scomagg Ltd, a Scotland-based company that provides system integrationservices for customers in the oil, gas and power sector.

The Group now operates a network of 34 offices in 20 countries, generating more than 95 percent of itsrevenues outside its home market.

In line with our global ambitions, we have adopted the ISO 9001 Quality Management System ascertified by Lloyd's Register Quality Assurance (LRQA) and DNV.

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2 ANNUAL REPORT 2007 | CSE GLOBAL LTD

Key Capabilities of CSE Global

With a keen understanding of client needs coupled with strong domain expertise,we excel in delivering reliable and cost effective systems integration services andIT solutions that are customized to meet the stringent requirements of our clientswhatever the industry.



FACILITIESMANAGEMENT

OIL &GAS

SOFTWARE &SYSTEM

ENGINEERING

CONSULTANCY &DEVELOPMENT

TURNKEYSYSTEM

INTEGRATION

PROJECTMANAGEMENT

WATERUTILITY

POWERUTILITY

MININGMINERAL

HEALTH-CARE

TRANS-PORTATION

CHEMICAL/PETROCHEMICALMARKETS

CORECOMPETENCY

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Control & Safety SystemsWe have a wealth of experience in deploying complete and comprehensive mission critical solutions,with built-in redundancies, that monitor and control potentially hazardous operating environments.

We are recognized by many leading upstream oil & gas companies as a reputable industrial systemintegrator with the necessary expertise in consulting, designing and implementing mission critical solutionsthat require SIL 3/4 classification approval such as emergency shut-down systems and fire and gassystems which are deployed on off-shore oil and gas platforms.

Hydraulic & Pneumatic Control SystemsWe provide solutions that include wellhead control panels and chemical injection systems. In the area ofsubsea production control systems, we have the expertise to configure and manufacture package skidstargeted at such stringent applications. In addition, we provide instrumentation & electrical and fieldconstruction services that complement such equipment.

Telemetry SystemsWe have developed expertise in providing wide ranging applications that incorporate currenttelecommunication technologies. Such systems have been installed in oil pipelines, water utility facilities,power substations and factories.

Through these systems, our clients closely monitor and supervise their operations within and outside ofthe control room. Our solutions incorporate leading edge web-based functionality and expert systemguidance engines. This is important as it allows wide accessibility and quick responses for troubleshooting.

Pipeline Management SystemsThrough our subsidiary, ttc s.r.o., we develop and implement a suite of pipeline management systemsknown as “PipeMan”. Major functions of PipeMan include leak detection, batch and pig tracking,pipeline and storage inventory balancing as well as hydraulic simulation of pipeline systems.PipeMan currently monitors over 3,000 kilometres of oil and gas pipelines across Europe.

Plant Information SystemsWe provide a suite of information systems used in the monitoring, analysis, optimization and automationof manufacturing plants in process industries. Our solutions deliver timely and accurate plant informationto the desktops of department personnel, such as operations, process, engineering, maintenance andquality, ensuring that informed business decisions are made.

Our experience and expertise include Plant Information Management System (or Real Time ProcessInformation), Laboratory Information Management System, Data Reconciliation & Yield AccountingSystems and Utility Optimization Systems. Many of these systems have been successfully deployed inthe oil & gas, petrochemical, chemical, utilities, food & beverage, pharmaceutical and environmentalsectors amongst others.

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CSE delivers thecertainty the industryneeds today

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Terminal Automation SystemWe implement a suite of applications that automates the functions of oil marketing terminals. Known asTASyS, this software based system provides safe and efficient monitoring and control of all aspects of oilmarketing terminal operations including, loading, invoicing, tank farm control, reporting amongst otherfunctions. TASyS uses best of breed software and database technology interfacing with field hardwaredevices as well as enterprise resource planning software such as SAP.

Telecommunications & Network SystemsWe provide turnkey telecommunication networks solutions for infrastructure projects in the Oil and Gasand Energy industry. Our systems are custom designed, engineered and built for onshore and offshorefacilities such as Offshore Platforms, Onshore Processing Facilities (Refineries, LNG plants, Gas Plantsand Petrochemical Plants) and Power Generation Plants.

These services are implemented by our subsidiary, Transtel, acquired in July 2003 and include:

Satellite Communications Systems (VSAT) Fibre Optic Communications SystemWireless Solutions

MicrowaveMicrowave Radio SystemPoint-to-point Microwave Radio SystemPoint-to-multipoint Microwave Radio SystemSpread Spectrum Radio System

Radio Systems

SSBUHF/ VHF Digital Radio SystemTrunked Radio System

Other SystemsCCTV Surveillance SystemPABX Telephone SystemPublic Address & Intercom SystemEnvironmental Monitoring System(Weather Monitoring, Sea Monitoring)

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Electrical Engineering SolutionsThe Electrical Engineering Solutions Group provides electrical engineering solutions and also supplieshigh-quality electrical engineering products like electric motors and protection & control solutions tothe energy (oil & gas), the heavy industries (mining & minerals), water and sewerage sectors.

Semaphore Remote Telemetry UnitSemaphore offers the first IP-based RTU solutions that enable complete integration of SCADA,control, and communications functionality in one rugged package. Semaphore products are designedto monitor and manage the telemetry and control requirements of a broad range of industrial andcommercial applications. Semaphore’s T-BOX and Kingfishers products have provided solutions forover 40,000 installations globally.

Intelligent Transport SystemsCSE-ITS is part of the international consortium that developed the technology behind the world’s firstmulti-lane free-flow Electronic Road Pricing (ERP) system for the Singapore Government. The multi-milliondollar ERP system was successfully commissioned in 1998 and CSE-ITS is presently responsible for itsmaintenance, expansion and upgrading.

ITS is an application of advanced technologies like electronics, communication, control and informationtechnology for the benefit of more effective transportation. Leveraging on this proven track record, CSE-ITShas since then built up its competency and capability in providing other similar intelligent transportationsolutions such as:

• Urban Traffic Control• Electronic Toll Collection System• Motorway and Tunnel Management System• Communication Backbone System• Electronic Information Display System• Over-height Vehicle Detection System

Healthcare SystemsThrough CSE’s subsidiary Servelec, ITC markets RiO, a web-based clinical information system, that hasbeen successfully implemented by several healthcare organizations in the United Kingdom. RiO isa single unified electronic patient record system based around an enterprise workflow engine,enabling clinicians to record, schedule and customise information about their clients along agreedpathways without the need for paper.

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Operating Entities



W-Industries - Louisiana(America)

PT Transtel Engineering(Indonesia)

Transtel EngineeringNigeria Ltd (Nigeria)

Transtel EngineeringKish Co Ltd (Iran)

Transtel Engineering(Tianjin) Co. Ltd (China)

CSE-Transtel Engineering(Europe) Ltd(United Kingdom)

Transtel EngineeringQatar (Qatar)

Transtel Engineering& Co LLC (Oman)

Transtel Engineering(Thailand) Co Ltd(Thailand)

CSE-ITS Pte Ltd(Singapore)

Solutions Exchange, Inc(The Philippines)

eBworx Berhad (Malaysia)

CSE Global Belgium(Belgium)

CSE Global Belgium(Belgium)

CSE-Servelec Ltd(United Kingdom)

CSE-Seprol Ltd(United Kingdom)

CSE Servelec s.r.o.(Slovakia)

CSE-Scomagg Ltd (Scotland)

CSE-Uniserve CorporationPty Ltd (Australia)

CSE Semaphore (Australia)Pty Ltd (Australia)

Transtel Engineering(Thailand) Co Ltd(Thailand)

100%

100%

80%

49%

100%

100%

49%

49%

40%

100%

34.5%

26.3%

70%

30%

100%

100%

100%

100%

100%

100%

60%

CSE Semaphore(Belgium)

CSE Uniserve NZPty Ltd (New Zealand)

CSE-Uniserve Pty Ltd(Australia)

CSE-UniserveEngineering Pty Ltd(Australia)

CSE-Uniserve (WA)Pty Ltd (Australia)

100%

100%

100%

100%

100%

CSE GlobalLimited

(Singapore)

W-Industries, Inc.(America)

Transtel EngineeringPte Ltd(Singapore)

CSE Technology(Beijing) Co. Ltd.(China)

Transtel Engineering(Tianjin) Co. Ltd.(China)

CSE-Infotech Limited(Singapore)

CSE-IAP Pte Ltd(Singapore)

CSE-EIS Pte Ltd(Singapore)

RTUNet (Asia) Pte Ltd(Singapore)

CSE-Myers Pte Ltd(Singapore)

CSE Systems &Engineering (India)Pte Ltd (India)

CSE-Servelec Group Ltd(United Kingdom)

Energy Storage andPower Corp. (America)

CSE-Global (Australia)Pty Ltd (Australia)

CSE Systems &Engineering(Thailand) Ltd (Thailand)

CSE-EIS (M) Sdn Bhd(Malaysia)

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

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Financial Highlights



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Financial HighlightsKey Financial Data

Group2007 2006 Change

S$’000 S$’000 %

Revenue 404,696 334,472 21%Profit from continuing operations before taxation 57,739 39,866 45%Profit from continuing operations after taxation 42,060 29,123 44%Minority Interest 1 – 0%Profit attributable to shareholders 42,059 29,123 44%Earning per share (cents) 8.33 5.83 43%

Property, plant and equipment 12,902 12,637 2%Investment in associated companies 7,009 15,473 -55%Intangible assets 70,457 62,948 12%Deferred tax assets 3,993 1,630 145%Current assets 227,964 226,618 1%Current liabilities 162,469 200,403 -19%Net current assets 65,495 26,215 150%Non current liabilities (23,667) (10,503) 125%Shareholders’ funds 136,365 108,387 26%Minority interest 14 13 8%Net assets per share (cents) 26.91 21.56 25%

Operating income before working capital changes 64,671 43,425 49%Net cash generated from operations 39,355 16,788 134%Net cash (used)/ generated in investing activities (38,682) 3,815 N.M.Net cash (used)/ generated from financing activities (8,666) 16,936 -151%Cash and cash equivalents at end of the year 58,908 66,901 -12%

Turnover by Geographical (S$M)

Profit After Tax by Geographical (S$M)



2007

• Asia-Pacific (26%)

• US (39%)

• Europe/Middle East/Africa (35%)

S$106.3

S$156.5

S$141.9

2006


• US (46%)


S$104.5

S$152.0

S$78.0

2007


• US (30%)


S$9.5

S$12.8

S$19.8

2006


• US (41%)


S$6.3

S$11.9

S$10.9

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we have always beenable to see what makestomorrow work

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Message to Our Stakeholders

We have been consistently surpassing our important and strategic goalto double our profits every three years, since 2002. Profit after tax grew44.4% to S$42.1 million in 2007, as compared with S$29.1 million in2006; and 142.0% as compared to S$17.4 million in 2004.

2007 was another record-setting year. Revenue grew 21.0% to S$404.7 million; profit after tax grew

44.4% to S$42.1 million, and we generated a record operating cash flow of S$39.4 million, and return

of equity stood high at 34.4%.

With the strong operation and cash generation, our net debt was only down by $0.5 million to

S$40.7 million as at end 2007, despite S$34.6 million of cash spent in acquisition activities,

and S$11.7 million in dividends payout.

In 2007, the revenue for our control, telecommunication, electrical and health care businesses were

S$263.5 million, S$73.0 million, S$42.6 million and S$25.5 million respectively. As at the end

of 2007, we carried forward total outstanding orders of S$322.1 million which consist of

S$241.1 million of Control, Telecommunication and Electrical businesses, and S$81.0 million of

Healthcare business. The strong order carried forward will pave the way for a good start in 2008.

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In line with the rising trend in the globalization of markets and competition, we have, over the years,

extended our global footprint; starting with the Asean region in 1994, accelerating abroad through

acquisition in the US and UK moving in 2000, into the Middle East and Africa markets in 2003,

and through acquisition in Australia in 2004. To date, we have a global network of 34 offices in

20 countries and a global headcount of 1259 employees; 486, 378 and 395 in the Americas,

Europe/Middle East/Africa (EMEA), and Asia Pacific respectively. All geographical regions performed

well as compared with 2006, especially with the EMEA and Asia Pacific seeing a profit after tax growth

of 80.9% and 50.6% respectively. The Americas contribution remained stable. Overall, the geographical

regions of the Asia-Pacific, the Americas and EMEA contributed 26.3%, 38.7% and 35.0% respectively

to the revenue, and 22.6%, 30.4% and 47.0% respectively to profit after tax.

We have been able to dynamically reinvent our strategies and business models as circumstances change.

We need to continually capture greater market share in faster growing markets such as the Middle East,

Africa and Australia. Acquisition has also been an important part of our process and over time, we have

honed our skill as a discerning and effective acquirer. We will continue to seek acquisition opportunities

to obtain technology, increase market share and to enter new product niches and geographical markets.

Last but not least, we will continue to focus on growing our existing IP based product and technology

business as these are important for our future growth.

Our strategic intent and success in growing our business internationally and in adopting best

business practices over the years has been duly recognised in 2007 with CSE being awarded as one of

the 200 “Best Under One Billion” exchange-listed companies in the Asia Pacific region by Forbes Asia.

CSE had won this award for the third time running, the first time being in 2003, and the second in 2006.

Also during the year, we were awarded the “Singapore Corporate Governance Award (Merit) in the

mainboard category by the Securities Investors Association Singapore (SIAS), and the “Grand Prix for

Best Overall Investor Relations (Highly Recommended)” in the small or mid-cap category by the IR

Magazine South East Asia.

During the year, in our effort to be good corporate citizens, we donated to five charitable organizations,

which cover a broad spread of community services, namely the Children’s Cancer Foundation, the Jamiyah

Muslim Missionary Society, the Ramakrishna Mission, the Man Fut Tong Nursing Home and the Touch

Community Services.

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Looking forward, despite the slowdown in the US economy, there are reasonably good signs that point

to a better year ahead as the underlying fundamentals in the oil & gas, and mining & mineral sectors

remain positive, and with the good progress made in rolling out our software in the mental and community

trusts in the London cluster, we are poised to secure more projects in our healthcare business.

More importantly, we are now well positioned to reap the full benefits of the hard work we have

had put in to strengthen our companies with new and relevant strategies, and fully supported by our

committed management team and staff. Overall, I expect 2008 will see the Group achieving an improved

performance over 2007.

On behalf of the board, we will like to take this opportunity to commend our employees for contributing

the best of their ability in big or small ways to help CSE to achieve a remarkable 2007. We would also

like to express our appreciation to our suppliers and customers for their continued trust in us, and our

shareholders for their continuing support and confidence as we build a global organization that will

compete and grow successfully.

Lim Ming Seong Tan Mok Koon

Chairman Managing Director

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Directors’ Profile

from Left to Right:

Lim Ming SeongTan Mok Koon

Goh Boon SeongLee Soo Hoon Phillip

Lim Boh SoonSin Boon Ann

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The key information regarding the Directors of the Company as at the date of this reportin respect of academic and professional qualifications, the date of first appointment asa Director of the Company, the date of the last re-election as a Director of the Company,and other major appointments is set out as follows:-

LIM MING SEONG Chairman Age 60Mr. Lim was appointed as the Chairman and non-Executive Director of the Companyon 17 January 1997. Mr. Lim was last re-elected as a Director of the Company on24 April 2007.

Mr. Lim graduated from the University of Toronto with a Bachelor of Applied Science(Honours) in Mechanical Engineering and from the National University of Singaporewith a Diploma in Business Administration. Mr. Lim has also participated in the AdvancedManagement Programs at INSEAD and Harvard University.

Mr. Lim, in his approximately 17 years with Singapore Technologies Group, held varioussenior management positions within the Singapore Technologies Group before beingmade the Group Director of Singapore Technologies Pte Ltd. Prior to joining SingaporeTechnologies Group, Mr. Lim served as the Deputy Secretary with the Ministry of Defence,Singapore. Mr. Lim is currently the Chairman and Non-executive Independent Directorof First Resources Ltd since 1 Dec 2007.

TAN MOK KOON Managing Director Age 49Mr. Tan was appointed as the Managing Director and Executive Director of theCompany on 7 January 1997. Mr. Tan was last elected as a Director of the Companyon 26 April 2005.

Mr. Tan graduated from the National University of Singapore with a Bachelor ofEngineering (Honours) in Chemical Engineering.

Mr. Tan joined the Company in 1986 as an engineer and was promoted to GeneralManager in 1992. Mr. Tan was subsequently appointed as Managing Director of theCompany, following the successful conclusion of a management buyout of the Companyin 1997. Prior to joining the Singapore Technologies Group, Mr. Tan worked as an engineercumulatively for about 4 years at Honeywell (S) Pte Ltd and Esso Singapore Pte Ltd.

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GOH BOON SEONG non-Executive Director Age 53Mr. Goh was appointed as a non-Executive Director of the Company on 7 January 1997.Mr. Goh was last re-elected as a Director of the Company on 24 April 2007.

Mr. Goh graduated from the University of Singapore with a Bachelor of BusinessAdministration.

Mr. Goh is currently serving as the Managing Director of Whiterock Management,an investment management company and concurrent the CEO of Whiterock HealthcarePte Ltd. Prior to the afore-mentioned, Mr. Goh held various senior management positionswithin the Singapore Technologies Group in the areas of corporate development,investment and finance. Before joining Singapore Technologies, he had held seniormanagement positions in investment banking at Morgan Grenfell, PrimeEast Group,and Merrill Lynch.

LEE SOO HOON PHILLIP Independent Director Age 65Mr. Lee was appointed as an Independent Director of the Company on 22 January 1998.Mr. Lee was last re-elected as a Director of the Company on 26 April 2006.

Mr. Lee is a qualified Chartered Accountant of the Institute of Chartered Accountants inEngland and Wales. He is also a member of the Institute of Certified Public Accountants,Singapore, the Malaysian Institute of Certified Public Accountants, the Malaysian Instituteof Accountants. In addition, he is also a member of the Stanford Club of Singapore,the Singapore Professional Centre and the Singapore Institute of Directors.

Mr. Lee is currently serving as the Managing Director of Phillip Lee Mgt ConsultantsPte Ltd. Prior to the above-mentioned, Mr. Lee was with the international publicaccounting firm, Ernst & Young Singapore, for 29 years, of which the last 19 years hewas a partner of the firm. Mr. Lee has vast experience in areas of audit, investigations,reorganizations, valuations and liquidations.

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LIM BOH SOON Independent Director Age 51Dr. Lim was appointed as an Independent Director of the Company on 22 January 1998.Dr. Lim was last re-elected as a Director of the Company on 26 April 2005.

Dr. Lim graduated from the University of Strathclyde (formerly known as the RoyalCollege of Science and Technology) in the United Kingdom with a Bachelor of Science(1st Class Honours) in Mechanical Engineering and subsequently a PhD in MechanicalEngineering. Dr. Lim also obtained a Graduate Diploma in Marketing Managementfrom the Singapore Institute of Management and a Diploma in Marketing from theChartered Institute of Management in the United Kingdom. Dr. Lim is immediate pastthe President of the Singapore Polytechnic Graduate’s Guild, as well as is a member ofthe Singapore Institute of Directors, Singapore Computer Society, Singapore Institute ofManagement, Chartered Institute of Management (United Kingdom) in Singapore andan associate member of the Royal Aeronautical Society in the United Kingdom. Dr. Limalso served as a member of the Committee of Singapore’s Competitiveness in the Financeand Venture Capital for the Government of Singapore.

Dr. Lim has been in the venture and development capital industry in Asia for morethan 18 years. He is the current CEO of Kuwait Finance House (Singapore) Pte Ltdand was the recent CEO of Vietcombank Fund Management Company. Prior to that,he was Partner at UBS Capital Asia Pacific (S) Limited, co-heading the private equityarm of UBS AG in Asia. Dr. Lim was also a key-founding member of RothschildVentures Asia Pte Ltd in Singapore. Prior to joining UBS, Dr. Lim held various seniormanagement positions working with major Singapore corporations, such as theNatsteel Group and the Singapore Technologies Group.

SIN BOON ANN Independent Director Age 50Mr. Sin was appointed as an Independent Director of the Company on 13 May 2002.Mr. Sin was last re-elected as a Director of the Company on 26 April 2006.

Mr. Sin received his Bachelor of Arts and Bachelor of Laws (Honours) degrees from theNational University of Singapore and his Master of Laws from the University of London.

Mr. Sin is currently a Director of Drew & Napier LLC, a legal practice which he joinedin 1992. Mr. Sin is principally engaged in corporate finance, banking, joint ventures,investments and acquisitions. Prior to joining Drew & Napier LLD, Mr. Sin taught atthe Faculty of Law of National University of Singapore from 1987 to 1992. He iscurrently also a Member of Parliament for Tampines Group Representation Constituency(GRC), Chairman of the Government Parliamentary Committee for CommunityDevelopment, Youth & Sport (GPC-MCYS) and a member of Singapore Totalisator Board.



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The key information regarding the Directors of the Company as at the date of this report in respect of board committeesof the Company served on (as a member or chairman) is set out as follows:-

Name of Director AC NC CCLim Ming Seong - Chairman ChairmanTan Mok Koon - - MemberGoh Boon Seong - Member MemberLee Soo Hoon Phillip Chairman Member -Lim Boh Soon Member - -Sin Boon Ann Member - -

AC - Audit Committee NC - Nominating Committee CC - Compensation Committee

The key information regarding the Directors of the Company as at the date of this report in respect of directorships andchairmanships both present and those held over the preceding three years in listed companies other than the Companyis set out as follows:-

Name of Director Present directorships Past directorshipsin listed companies over the preceding threeother than the Company years in listed companies

other than the Company

Lim Ming Seong Starhub Limited Chartered SemiconductorFirst Resources Ltd Manufacturing Ltd– Chairman – Deputy Chairman

Radyne Comstream IncSTATS ChipPAC Ltd– Deputy Chairman

Tan Mok Koon eBworx Berhad None

Goh Boon Seong None None

Lee Soo Hoon Phillip G K Goh Holdings Limited NoneIPC Corporation LtdTransview Holdings LimitedKluang Rubber Company(Malaya) BerhadKuchai Development BerhadSungei Bagan Rubber Company(Malaya) Berhad

Lim Boh Soon Auric Pacific Group Limited Autron Corporation LtdAcross Asia Limited MyWeb Inc

Sin Boon Ann Courage Marine Group Limited Wizoffice.com LtdMFS Technology LtdTransview Holdings LimitedOverseas Union Enterprise LimitedAuric Pacific Group Limited



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Key Management’s Profile

The key information regarding the key management of the Group as at the date of this report is set outas follows:-

LIM BOON KHENG Age 41Mr. Lim is the Group Chief Financial Officer of the Company. Mr. Lim holds a Bachelor ofAccountancy from the National University of Singapore. He joined the Company as the Group FinancialController in 1999.

RICK T.L. LYNN Age 52Mr. Lynn is the President and Chief Executive Officer of W-Industries, Inc., a wholly owned subsidiarycompany of the Company. Mr. Lynn holds a Bachelor of Science / Electrical Engineering from the Universityof Southwest Louisiana. He joined W-Industries, Inc. as an Engineering Manager in 1989.

ALAN STUBBS Age 50Mr. Stubbs is the Managing Director of CSE-Servelec Group Limited, a wholly owned subsidiary companyof the Company. Mr. Stubbs holds a Bachelor of Technology (Honours) from the University of Bradford.In addition, Mr. Stubbs is also a Chartered Engineer registered with the Engineering Council of theUnited Kingdoms, member of the Institution of Electrical Engineers of United Kingdoms, and a Freemanof the City of London. He joined CSE-Servelec Group Limited in 1984 as a Software Design Engineer.

TAREK ABDEL TAWAB MOHAMED ABDEL BARY Age 44Mr. Bary is the Managing Director of Transtel Engineering Pte Ltd, a wholly owned subsidiary companyof the Company. Mr. Bary holds a Bachelor of Science / Electrical Engineering from the University ofAlexandria, a Bachelor of Science / Mathematics from the University of Cairo and a Master inTelecommunications from the University of Sheffield. He joined Transtel Engineering Pte Ltd in 1997 asa Director of Projects and Engineering.

GREG SWINTON Age 47Mr. Swinton is the Managing Director of CSE-Uniserve Pty Limited, a wholly owned subsidiary companyof the Company. Mr. Swinton holds a Masters of Management degree from Macquarie University andtechnical qualifications in Electrical Engineering and Electronics and Communications. He joined IndustryUniserve Pty Limited in 1987 as Sales Engineer.

WILLIAM J. KETELHUT Age 55Mr. Ketelhut is the Managing Director of CSE-Semaphore, a wholly owned subsidiary company ofthe Company. Mr. Ketelhut graduated Magna Cum Laude from Brown University with a Bachelor ofScience degree in Mechanical Engineering. Mr. Ketelhut also attended the University of Chicago wherehe received a Masters degree in Business Administration. He joined the Board of Directors of Servelecand the CSE-Global Advisory Board in 2005. His role expanded to Managing Director of CSE-Semaphorein 2006.

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the most importantthing we deliver is peaceof mind

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Our Presence

Registered Office3 Church Street#08-01, Samsung HubSingapore 049483Tel: 65-6536 5355Fax: 65-6536 1360

Business Office2 Ubi ViewSingapore 408556Tel: 65-6512 0333Fax: 65-6742 9179

HeadquartersCSE Global Ltd2 Ubi View5th FloorSingapore 408556Tel: 65-6512 0333Fax: 65-6742 9179Web: www.cse-global.com

AsiaCSE-Infotech LimitedCSE-IAP Pte LtdCSE-EIS Pte LtdCSE-ITS Pte LtdCSE-Myers Pte LtdRTU-net (Asia) Pte Ltd2 Ubi View5th FloorSingapore 408556Tel: 65-6512 0333Fax: 65-6742 9179

TransTel Engineering Pte Ltd1 Jalan Kilang#06-00, #07-00, #03-01Dynasty Industrial BuildingSingapore 159402Tel: 65-6276 7600Fax: 65-6276 7800Web: www.transtel-engineering.com

PT TransTel EngineeringMidplaza Building 110th Floor Jalan JenderalSudirman Kav 10-11Jakarta 10220IndonesiaTel: 62-21-5790-5515Fax: 62-21-5790-5522

CSE Systems & Engineering(Thailand) Limited283/83 Homeplace Office Building16th Floor, Soi Sukhumvit 55(Thonglor 13) Sukhumvit Road,Klongton Nur, Wattana,Bangkok 10110, ThailandTel: 66-2-712 7331/3Fax: 66-2-712 7334

Transtel Engineering(Thailand) Co., Ltd.200 Moo 4 #12-1201BJasmine International TowerChaengwatana RoadPakkredNonthaburiThailand 11120Tel: 66-2 502 3868Fax: 66-2 502 3869

CSE Systems &Engineering (India) Pvt LtdNo. 101, Prestige Centre Point,Level 1, Cunningham RoadBangalore – 560 052, IndiaTel: 91-80-2226 4113/7Fax: 91-80-2226 4118

TransTel Engineering(Tianjin) Co., LtdBeijing Huiyuan ApartmentNo. 8 North Star East Road,Andingmen WaiRoom 428, Building RBeijing 100101, ChinaTel: 86-10-6499 2990Fax: 86-10-6492 3501

Transtel Engineering(Tianjin) Co.,LtdSuite 1502, TianWei MansionNo.1111 Xingang Lu Tanggu DistrictTianJin City, ChinaTel: 022-6572 5066/68Fax: 022-6572 5067

CSE Technology(Beijing) Co. Ltd.Suite 808, Shining Tower,No. 35 Xue Yuan Lu,Beijing 100083, ChinaTel: 86-10-8201 4593/4594/8201Fax: 86-10-8201 4600

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Our Presence

CSE Global Limited- Shanghai Representative OfficeSuite 7A Qianjiang TowerNo. 971 Dongfang RoadPudong, Shanghai 200122, ChinaTel: 86-21-5831 3335Fax: 86-21-5831 3059

CSE-EIS (Malaysia)Sdn. Bhd.Suite 3.02, 3rd Floor, Wisma Bka,Lot 10, Jalan Astaka U8/84Bukit Jelutong Business& Technology Centre40150 Shah Alam,Selangor Darul Ehsan, MalaysiaTel: 603-7846 8580Fax: 603-7846 9580

Transtel Engineering(M) Sdn. Bhd.Suite 07-07th Menara Sey Hoy Chan374 Jalan Tun Razar50400 Kuala Lumpur, MalaysiaTel: 603-2166 3988Fax: 603-2166 3933

AustraliaCSE-Global (Austrlia) Pty LtdCSE-Uniserve Pty LtdCSE-Uniserve EngineeringPty Ltd10 Columbia Way,Baulkham Hills,New South Wales 2153AustraliaTel: 61-2-8853 4200Fax: 61-2-8853 4260Web: www.cse-uniserve.com.au

CSE-Uniserve Pty Ltd- West AustraliaGround Floor, 24 Railway RoadSubiaco, West Australia 6008AustraliaTel: 61-8-6380 0900Fax: 61-8-9381 9821Web: www.cse-uniserve.com.au

CSE-Uniserve Pty Ltd- VictoriaUnit 19, Level 175 Lorimer St Port, Melbourne,Victoria 3151, AustraliaTel: 61-3-8805 7000Fax: 61-8-8805 7050Web: www.cse-uniserve.com.au

CSE-Uniserve Pty Ltd- QueenslandUnit 2, 56 Lavarack Ave Eagle Farm,Queenland 4009, AustraliaTel: 61-7-3861 7777Fax: 61-7-3861 7700Web: www.cse-uniserve.com.au

CSE-Semaphore AustraliaPty LtdUnit 8/3-5, Gilda Court Mulgrave,Victoria 3170AustraliaTel: 61-3-8544 8544Fax: 61-3-8544 8555Web: www.cse-semaphore.com

New ZealandCSE Uniserve New ZealandLimitedUnit F, 55 Druces RoadManukau City, New ZealandTel: 64-9-262 3290Fax: 64-9-262 3292

AfricaTransTel EngineeringNigeria Ltd12 Estate Road,Rumuogba Estate,Port HartcourtObiakpo Local GovernmentArea of Rivers, State of NigeriaTel: 234-84-486331Fax: 234-84-485553

Middle EastCSE-Servelec Group Ltd- Middle East Officec/o Emirates National EstablishmentPO Box 7611Abu DhabiUnited Arab EmiratesTel: 97-12-632 8811Fax: 97-12-632 0432

TransTel Engineering(Iran) LtdPAM Building,15th Floor Suite No.2#291 Dastgerdi Africa BlvdPO Box 19395-7487Tehran, IranTel: 98-21-878 8874Fax: 98-21-878 8302

Transtel EngineeringOman LLCPost Box 281Postal Code - 124Sultanate of OmanTel: 968 -24-497765Fax: 968 -24-498688

Transtel EngineeringGulf W.L.LSalam Tower 6th Floor West BayP.O. Box 288 DohaState of QatarTel: 974-483 3354Fax: 974-483 3356

Transtel Engineering Pte LtdBranch in Abu DhabiFutouh Al Khair BldgRashid bin Seed RoadAbu DhabiUnited Arab EmiratesTel: 97-12- 634 1433Fax: 97-12- 634 5044

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Our Presence

EuropeCSE-Servelec Group LimitedCSE-Servelec LimitedCSE-Transtel Engineering(Europe) LtdRotherside Road, EckingtonSheffield S21 4HLUnited KingdomTel: 44-1246 437400Fax: 44-1246 437401Web: www.cse-servelec.com

CSE-Seprol LimitedRotherside Road, EckingtonSheffield S21 4HLUnited KingdomTel: 44-1246 437580

CSE-Severlec s.r.o.Piaristická 2949 01 Nitra, SlovakiaTel: 421-37-651 9529Fax: 421-37-741 0021Web: www.ttc.sk

CSE Servelec s.r.o.Branch in BratislavaBajkalská 17821 02 Bratislava,SlovakiaTel: (421) 2 4444 2536Fax: 421) 2 4444 2537

CSE-Servelec s.r.oBranch in PragueNouzovské námìstí 936/11197 00 Praha – KbelyTel: 420-2-8685 6504Fax: 420-2-8685 6504

CSE (Global) BelgiumCSE SemaphoreChaussée de Bruxelles, 732aB - 1410 WaterlooBelgiumTel: 322-387 4259Fax: 322-387 4275Web: www.cse-semaphore.com

CSE Semaphore-France8, Rue Colonel ChambonnetF - 69500 BronFranceTel: 33 (0) 4 72 14 08 20Fax: 33 (0) 4 72 14 61 39Web: www.cse-semaphore.com

CSE-Scomagg Limited- AberdeenThe Technology CentreClaymore DriveAberdeen AB23 8GDTel: +44(0)1 224 707 700Fax: +44(0)1 224 707 017Web: www.scomagg.com

CSE-Scomagg Limited- MotherwellScomagg HouseCrosshill StreetMotherwell ML1 1RUTel: +44 (0)1 698 266 199Fax: +44 (0)1 698 253 672Web: www.scomagg.com

United StatesW-Industries, Inc.CSE Systems & Engineering(America) Inc.11500 Charles StreetHouston, Texas 77041, USATel : 1-713 466 9463Fax : 1-713 466 7205Web: www.w-industries.com

W-Industries, Inc. - Louisiana• Lafayette7620 Johnston StreetP.O. box 820Maurice, Louisiana 70555United States of AmericaTel: 1-337 233 4537Fax: 1-337 233 6452

CSE-Semaphore15B Charron AvenueNashuaNH 03063 USATel: 603 577 3803Fax: 603 577 3855Web: www.cse-semaphore.com

W-Industries, Inc. – MexicoE. Zapata No. 7Col. Fco. I. MaderoCd. del CarmenCamp., C.P. 24190MexicoTel: 938-382 5407Fax: 938-384 1796

Associated CompanieseBworx BerhadLevel 3A, Block B, Axis Business ParkNo. 10 Jalan Bersatu 13/446200 Petaling JayaSelangor, MalaysiaTel: (603) 7956 9822Fax: (603) 7957 2661

Solutions Exchange, Inc.3/F, GF & Partner Building,139 H.V. Dela Costa Street,Salcedo Village,Makati City 1227, PhilippinesTel: 63-2-8814 0206 to 12Fax: 63-2-893 2477

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Report on Corporate Governance

The Board of Directors is committed to maintaining a high standard of corporate governance within the Group.Good corporate governance establishes and maintains a legal and ethical environment in the Group which strives topreserve the interests of all stakeholders and to promote investors’ confidence in the Group. The Company has adoptedpractices based on the Code of Corporate Governance 2005 (the “Code”) issued by the Corporate Governance Committee.

The Company believes that it is substantially in compliance with the Code. This Report describes the Company’s corporategovernance processes with reference to the Code.

1. The Board’s Conduct of its AffairsThe Board plays an important role to oversee the Group’s business affairs and to provide entrepreneurialleadership to the Company. This includes the approval of the Group’s strategic plans, key business initiatives,financial objectives, major investments and funding decisions, the review of the Group’s financial performance,the evaluation of the performance of the management and the Group, the establishment of a prudent andeffective controls framework, the values and standards of the Company and the fulfillment of obligations to theshareholders. These functions are carried out directly by the Board or through committees of the Board, whichhad been set up to support its work.

The Directors ensure the decisions made by them are objectively in the interest of the Company.

The Board meets regularly with at least 4 Board meetings each financial year , and also as warranted by particularcircumstances, as deemed appropriate by the Board. The Company has provided for telephonic and videoconferencemeetings in its Articles of Association. The details of the number of Board meetings held during the financial year,as well as the attendance of every Board member at those meetings and meetings of the specialised Committeesestablished by the Board, are set out in the following table :

Board Audit Nominating CompensationName of Director Committee Committee Committeeof Director Meeting Meetings Meetings Meetings

Number Number Number Number Number Number Number Numberof of of of of of of of

meetings meetings meetings meetings meetings meetings meetings meetingsheld attended held attended held attended held attended

Lim Ming Seong 4 4 – – 1 1 1 1

Tan Mok Koon 4 4 – – – – 1 1

Goh Boon Seong 4 4 – – 1 1 1 1

Lee Soo HoonPhillip 4 4 4 4 1 1 – –

Lim Boh Soon 4 4 4 4 – – – –

Sin Boon Ann 4 4 4 4 – – – –

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1. The Board’s Conduct of its Affairs (Continue)The Company has adopted internal guidelines setting forth matters that require board approval. In that aspect,the Board has delegated to the management of the Company the authority to approve transactions in theordinary course of business as specified in the following table. Any transactions falling outside the scope asspecified in the following table have then to be approved by the Board :

Nature of Transactions Quantum of Transactions

Capital expenditure Any amount more than $250,000.00

Mergers, acquisitions and divestments Any amount

The Company has in place general orientation-training programmes to ensure that every newly appointed Directorof the Company is familiar with the Group’s structure, the Group’s business and its operations and the Company’sgovernance practices. Every newly appointed Director of the Company is expected to undergo an orientationprogramme which includes meeting with the Chairman, the Managing Director and the Group Chief FinancialOfficer as part of the training in the affairs of the business. The Company relies on the Directors to undergofurther relevant training if necessary to update themselves on the relevant new laws, regulations and changingcommercial risks, from time to time.

The Company will issue a formal appointment letter, which sets out the director’s duties and obligations, to eachdirector upon appointment.

2. Board Composition and BalanceThe members of the Board of Directors at the date of this report comprise the following Directors :-

Non-executive / Independent Directors :Lim Ming Seong - ChairmanGoh Boon SeongLee Soo Hoon PhillipLim Boh SoonSin Boon Ann

Executive Director :Tan Mok Koon - Managing Director

The Board currently comprises 6 Directors, one of whom is an Executive Director of the Company. The remaining5 Directors are Non-executive Directors of the Company who are also independent of the management of theCompany. All of the Non-executive Directors are therefore considered to be independent by the Board as theyhave no relationships with the Company, its related companies or its officers that could interfere, or be reasonablyperceived to interfere, with the exercise of the Directors’ independent business judgment.

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2. Board Composition and Balance (Continue)The responsibilities of the Non-executive Directors include:

(a) assisting the Board to develop proposals on strategy , constructively challenging it when necessary

(b) reviewing and monitoring the performance of the management in meeting the goals and objectivescommitted.

Besides the above, the Non-executive Directors responsibilities also include other duties as required in theircapacity as members of the Nominating Committee and Compensation Committee.

The Board has examined its size to determine the impact of the number upon effectiveness and is of the viewthat the current Board size of 6 Directors is appropriate and facilitates effective decision-making, after takinginto account the scope and nature of the operations of the Group.

In addition, the current Board also comprises Directors who as a group provide core competencies, such asaccounting or finance, business or management experience, industry knowledge, strategic planning experienceand customer-based experience and knowledge that are necessary and critical to meet the Company’s objectives.Key information regarding the Directors of the Company in respect of academic and professional qualificationsis set out in the Annual Report under Directors’ Profile.

3. Chairman and Chief Executive OfficerThe Company has a separate Chairman and Managing Director, who is also the Chief Executive Officer of theCompany, to ensure that there is an appropriate balance of power, increased accountability and greater capacityof the Board for independent decision making. In addition, the Chairman and the Managing Director are notrelated to each other.

The Chairman is a Non-executive Director who is independent of the management of the Company and hisresponsibilities pertaining to the Board includes but are not limited to:

(a) leading the Board to ensure its effectiveness on all aspects of its role and set its agenda;

(d) ensuring that the directors receive accurate, timely and clear information;

(c) ensuring effective communication with shareholders;

(d) encouraging constructive relations between the Board and Management;

(e) facilitating the effective contribution of Non-executive Directors in particular;

(f) encouraging constructive relations between executive Directors and Non-executive Directors;

(g) promoting high standards of corporate governance;

(h) reviewing the results of the Board’s performance evaluation and taking appropriate actions in consultationwith the Nominating Committee.

The Chairman’s responsibilities pertaining to the Board also includes those other duties as required in his capacityas a member of the Nominating Committee and Compensation Committee, as well as a director of W-Industries,Inc and CSE-Servelec Group Limited, both of which are wholly owned subsidiary companies of the Company.

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4. Board MembershipThe Nominating Committee comprises three members, all of whom are Non-executive Directors and areindependent of the management of the Company. All of the Non-executive Directors are, therefore, consideredto be independent by the Board as they have no relationships with the Company, its related companies or itsofficers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independentbusiness judgment.

The members of the Nominating Committee at the date of this report comprise the following Directors :-

Non-executive Independent Directors :Lim Ming Seong - ChairmanGoh Boon SeongLee Soo Hoon Phillip

The Nominating Committee holds at least 1 Nominating Committee meeting each financial year, and also aswarranted by particular circumstances, as deemed appropriate by the Nominating Committee.

The Nominating Committee has formulated and adopted written terms of reference that describes theresponsibilities of its members. The primary function of the Nominating Committee is to provide assistance to theBoard in selecting suitable Directors and making recommendations on all appointments and re-elections ofDirectors to the Board.

The responsibilities of the Nominating Committee include :-

(i) taking into account the scope and nature of the operations of the Group to determine the appropriatesize of the Board;

(ii) re-nominating of Directors, having regard to the Director’s contribution and performance, including,if applicable, as an independent Director;

(iii) ensuring that the Board comprises Directors who as a group provide competencies such as accounting orfinance, business or management experience, industry knowledge and strategic planning experience;

(iv) determining annually if a director is independent, bearing in mind the circumstances set forth in Guideline2.1 of the Code and any other salient factors; and

(v) evaluating the Board’s performance as a whole as well as each Director’s contribution.

The Articles of Association of the Company provides for all Directors of the Company to retire by rotation at leastonce every three years, and after which these Directors, being eligible for re-election, are required to submitthemselves for re-election at the Annual General Meeting.

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4. Board Membership (Continue)During the year, the Nominating Committee met and approved the re-nomination of Directors. No memberof the Nominating Committee participated in deliberations or decisions on recommendations for his ownre-nomination to the Board.

The Nominating Committee has assessed the independence of the Non-executive Directors and is satisfied thatthere are no relationships which would deem any of the Non-executive Directors not to be independent.

The Nominating Committee has adopted internal guidelines to address the conflict of competing time commitmentsthat are faced by the Directors when the Directors have multiple board representations. If a Director is on theBoard of other companies, the Nominating Committee will consider whether adequate time and attention havebeen devoted to the Company. In the event that there is sufficient grounds for compliant, the Chairman of theBoard shall discuss, and if necessary, warn the Director of the issues and in any continuance, the consequencesflowing from the situation. Despite some of the Directors having other board representations, the NominatingCommittee is satisfied that these Directors are able to and have adequately carried out their duties as Directorsof the Company.

The Nominating Committee is responsible for identifying and recommending to the Board new Board members,after considering the necessary and desirable competencies. Accordingly, in selecting potential new directors,the Nominating Committee will seek to identify the competencies required to enable the Board to fulfill itsresponsibilities. In doing so, the Nominating Committee will have regard to the results of the annual appraisal ofthe Board’s performance. The Nominating Committee may engage consultants to undertake research on, orassess, candidates for new positions on the Board, or to engage such other independent experts as it considersnecessary to carry out its duties and responsibilities. Recommendations for new Board members are put to theBoard for its consideration.

The names of the Directors who are retiring pursuant to the Articles of Association of the Company and havesubmitted themselves for re-election are as follows :

Mr Tan Mok Koon (Pursuant Article 95(2) of the Articles of Association)Dr Lim Boh Soon (Pursuant Article 95(2) of the Articles of Association)

Key information regarding the Directors of the Company in respect of academic and professional qualifications,board committees served on (as a member or chairman), date of first appointment as a Director of the Company,date of last re-election as a Director of the Company, directorships and chairmanship both present and thoseheld over the preceding three years in other listed companies and other major appointments is set out in theAnnual Report under Directors’ Profile. Key information regarding the Directors of the Company in respect ofshareholding in the Company and its subsidiary companies are disclosed in the Report of the Directors underDirectors’ interests in shares and debentures and share options.

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5. Board PerformanceThe Nominating Committee has evaluated all of the Directors, each of the Committees and the Board takenas a whole. In evaluating the performance of the Directors, the Nominating Committee took into account,amongst other factors, the Directors’ qualification by knowledge and experience to fulfill their duties, attendanceand participation at the Board and each of the Committee meetings (where applicable) quality ofinterventions or differences of opinion expressed and any other special contributions. The Nominating Committeealso considered whether the Directors have reasonable understanding of the Company’s business and theindustry, and the Directors’ working relationship with the other members of the Board. In addition to the abovementioned qualitative performance criteria, the Nominating Committee also used, amongst others, quantitativeperformance criteria like return on assets, return on equity, return on investment, economic value added andprofitability on capital employed as a general measure to determine the relative performance and effectivenessof the Board. These performance criteria shall not change from year to year, and where circumstances deemit necessary for any of the criteria to be changed, the Nominating Committee and the Board shall justify itsdecision for the change.

As the Nominating Committee will be measuring the Board’s stewardship of the Company based principally onqualitative criteria, it is therefore not easy to show a direct correlation between the Board’s actions taken as awhole and the Company’s long term performance. Therefore, the Nominating Committee will not attempt tospecifically quantify the Board’s contribution to enhancing long term shareholders’ value, for instance, by measuringit against the Company’s share price performance over a five-year period vis-à-vis the Singapore Straits TimesIndex. As such, the Company’s share price performance will not be used as a performance evaluation criterion ofthe Board. In addition, there are also no specific benchmark indices of industry peers for comparison in respectof such quantitative performance criteria. In the absence of any appropriate and relevant benchmark indices,the benchmark indices of industry peers will also not be used as a performance evaluation criterion of the Board.

6. Access to InformationThe management of the Company has an on-going obligation to supply the Board with complete, adequateinformation in a timely manner. In addition, the Board has separate and independent access to the Company’smanagement in respect of obtaining those information, as reliance purely on what is volunteered by themanagement of the Company may not to be adequate in certain circumstances and further enquiries may berequired for the Board to fulfill its duties properly. Monthly management reports from the principal subsidiariesare circulated to the Audit Committee.

The information that is provided by the management of the Company to the Board includes background orexplanatory information relating to matters to be brought before the Board, copies of disclosure documents,budgets, forecasts and internal financial statements. In addition, in respect of budgets, any material variancesbetween the projections and actual results are also disclosed and explained.

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6. Access to Information (Continue)The Directors also have separate and independent access to the Company Secretary. In addition, the role of theCompany Secretary is also clearly defined and includes the responsibility for ensuring that the Board proceduresare followed and that applicable rules and regulations are complied with. Under the direction of the Chairman,the Company Secretary’s responsibilities include ensuring good information flows within the Board and itscommittees and between senior management and non-executive directors, as well as facilitating orientationand assisting with professional development as required. The Company Secretary attends all Board meetingsand Audit Committee meetings. The appointment and the removal of the company secretary should be a matterfor the Board as a whole.

In addition to the above, the Board also has procedures for Directors, either individually or as a group, in thefurtherance of their duties, to take independent professional advice, if necessary, at the Company’s expense.

7. Procedures for Developing Remuneration PoliciesNo individual Director of the Company fixes his own remuneration.

The Board established the Compensation Committee, whose functions are equivalent to a Remuneration Committee.

The Compensation Committee comprises two members, all of whom are Non -executive Directors and areindependent of the management of the Company. The two Non-executive Directors, being Lim Ming Seong andGoh Boon Seong are, therefore, considered to be independent by the Board as they have no relationships withthe Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere,with the exercise of the Directors’ independent business judgment.

The Chairman of the Compensation Committee is an independent Non-executive Director, Lim Ming Seong,who is knowledgeable in the field of executive compensation. In addition, the Compensation Committee alsohas access to the relevant expert advice inside the Company.

Key information regarding the above mentioned Directors of the Company in respect of academic and professionalqualifications is set out in the Annual Report under Directors’ Profile.

The members of the Compensation Committee at the date of this report comprise the following Directors :-

Non-executive Independent Directors :Lim Ming Seong - ChairmanGoh Boon Seong

Executive Director :Tan Mok Koon

The Executive Director is a member of the Compensation Committee as it would be difficult for all non-executivedirectors to consider compensation matters without the help of an executive director.

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7. Procedures for Developing Remuneration Policies (Continue)The Compensation Committee holds at least 1 meeting each financial year, and also as warranted by particularcircumstances, as deemed appropriate by the Compensation Committee.

The primary function of the Compensation Committee is to provide assistance to the Board in respect ofcompensation issues generally, and in particular, in relation to Executive Directors and the key management ofthe Group, bearing in mind that a meaningful portion of the Non-executive Directors’ remuneration as well asthe remuneration of the key management of the Group, shall be contingent upon its financial performance inorder to foster the creation of long term shareholder value. The Compensation Committee shall cover all aspectsof remuneration, including but not limited to Non-executive Directors’ fees. The Compensation Committee’srecommendations to the Board are made in consultation with the Chairman of the Compensation Committee,which is also the Chairman of the Board, and shall be submitted for the endorsement by the entire Board.

The Board as a whole shall cover all aspects of remuneration of the Executive Directors, the only one of whomcurrently is the Managing Director of the Company, including but not limited to Executive Directors’ fees, salaries,allowances, bonuses, and benefits in kind, bearing in mind that a meaningful portion of the Executive Directors’remuneration shall be contingent upon the financial performance in order to foster the creation of long termshareholder value.

The responsibilities of the Compensation Committee include :-

(i) recommending to the Board the framework of remuneration for the Executive Directors and the keymanagement of the Group; and

(ii) determining and setting the specific remuneration packages for each of the Executive Directors and thekey management of the Group.

8. Level and Mix of RemunerationIn the setting of the remuneration packages, the Compensation Committee will take into consideration the payand employment conditions within the industry the Group operates as well as companies within the samebusiness segments as there are no exactly comparable companies. In addition, the Compensation Committeewill also take into account the Group’s relative performance and the performance of individual Directors and thekey management of the Group when setting the remuneration packages.

The compensation of the Managing Director comprises performance-related elements which form a significantproportion of his total remuneration package. These performance-related elements are designed to align theinterests of the Managing Director with those of the shareholders such that the Managing Director’s rewards arelinked to the performance of the Group as well as his individual performance. There are appropriate and meaningfulmeasures for the purpose of assessing the Managing Director’s performance.

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8. Level and Mix of Remuneration (Continue)The remuneration of Non-executive Independent Directors are determined based on the level of contribution bythe respective Non-executive Independent Directors, taking into account factors such as effort and time spent,and responsibilities of the Non-executive Independent Directors. The Compensation Committee has assessedif the Non-executive Independent Directors are not over-compensated to the extent that their independenceis compromised or that it is not necessary to consult experts on the remuneration of Non-executive Directors,and is satisfied that the Non-executive Independent Directors are not over-compensated to the extent thattheir independence is compromised and that it is not necessary to consult experts on the remuneration ofNon-executive Independent Directors.

The Board will be recommending the fees of the Non-executive Independent Directors for approval at the AnnualGeneral Meeting.

There are no existing service contracts between the Company and the Executive Director.

The Company does not have any other existing long-term incentive schemes other than the CSE ESOS and theUS Plan. The details of these share option schemes are set out in the Report of the Directors under Share Options.

For the CSE ESOS, only Directors and full time employees of the Group who have attained the age of twenty one(21) years are eligible to participate in the CSE ESOS subsequent to 9 October 2001. For all the options that weregranted under CSE ESOS prior to 9 October 2001, the options may be exercised within a period commencingafter the third anniversary of the date of grant and expiring on the fifth anniversary of the date of grant. For allthe options that were granted under CSE ESOS subsequent to 9 October 2001, those options may be exercisedwithin a period commencing after the second anniversary of the date of grant and expiring on the fifth anniversaryof the date of grant. The granting of share options under the CSE ESOS is covered by the Compensation Committee.Lim Ming Seong the chairman of the Compensation Committee, have opted not to participate in the CSE ESOS.

For the US Plan, only full time employees of the subsidiary companies of the Group incorporated in any state ofthe United States of America who have attained the age of twenty one (21) years are eligible to participate in theUS Plan, except for the employees who were already holding options that are granted under the CSE ESOS at thetime the US Plan was adopted by the Company. The options granted under the US Plan may be exercised withina period commencing after the second anniversary of the date of grant and expiring on the fifth anniversary ofthe date of grant. The granting of share options under the US Plan is covered by the Compensation Committee.Lim Ming Seong, the chairman of the Compensation Committee, have opted not to participate in the US Plan.

9. Disclosure on RemunerationThe Group’s remuneration policy is to be competitive within its industry and to offer fair and reasonable remunerationpackages commensurate with competence, level of responsibility, performance and contributions to the Group.Based on this broad principle, the Compensation Committee has the responsibility and discretion to recommendto the Board the remuneration packages for the Executive Director, all of the Non-executive Independent Directorsand key management of the Group, and the Managing Director has the responsibility and discretion to determineremuneration packages of all other employees who are non-key management of the Group.

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9. Disclosure on Remuneration (Continue)The Company adopts an incentive compensation plan based on profits. Under the terms of the plan, incentivecompensation for eligible employees is tied to the creation of profits. The purpose of the incentive plan is touse incentive compensation to motivate performance which is consistent with the creation of shareholdervalue over the long term. A variable bonus is only declared if the Group earns more than its profit target. The planthus makes participants accountable for the earnings which the Group generates.

The disclosure of details in respect of remuneration of the Directors of the Company is set out in thefollowing table :

ProvidentTotal Fund Other

Remuneration Fees Salary Bonus Contributions BenefitsName ($’000) (%) (%) (%) (%) (%)

For total remuneration of more than $250,000:

Tan Mok Koon 2,339 – 22 77 – 1

For total remuneration of less than or equal to $250,000:

Lim Ming Seong 55 100 – – – –

Goh Boon Seong 35 100 – – – –

Lee Soo Hoon Phillip 57 100 – – – –

Lim Boh Soon 41 100 – – – –

Sin Boon Ann 41 100 – – – –

No share options were granted to the directors in 2007.

The disclosure of details in respect of remuneration of the top 5 key executive officers of the Group who are notDirectors of the Company is set out in the following table :

ProvidentTotal Fund Other

Remuneration Fees Salary Bonus Contributions BenefitsName ($’000) (%) (%) (%) (%) (%)

For total remuneration of more than $500,000:

Executive A 1,684 – 26 74 – –

Executive B 1,280 – 32 63 5 –

Executive C 992 – 27 70 1 2

Executive D 657 – 50 50 – –

Executive E 641 – 45 30 24 1

No share options were granted to the key executive officers in 2007.

To maintain confidentiality of staff remuneration the names of the top five key executives are not stated.

Details of the share options that are granted to the Directors of the Company and the employees of the Groupare set out in the Report of the Directors under Share options.

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9. Disclosure on Remuneration (Continue)There are currently no employees who are immediate family members of a Director or the Managing Director.

The Board is of the view that it is not necessary to present the remuneration policy at the Annual GeneralMeeting for the shareholders’ approval.

10. AccountabilityThe Board adopted and commenced quarterly reporting of the Group’s operating and financial performance viaSGXNET with effect from 2002 in an effort to provide the shareholders of the Company with a balanced andunderstandable assessment of the Company’s performance, position and prospects on a quarterly basis.

The management of the Company provides the Managing Director with balanced and understandable managementaccounts of the Group’s performance, position and prospects on a monthly basis. The Chairman of the Board isalso briefed on the Group’s performance, position and prospects on a monthly basis during the monthlymanagement meetings. The Board is briefed on the Group’s performance, position and prospects on a quarterlybasis during the Board meetings, and also as warranted by particular circumstances as deemed appropriate.

11. Audit CommitteeTo ensure that corporate governance is effectively practiced, the Directors have established self-regulatory andmonitoring mechanisms, including the establishment of the Audit Committee.

The Audit Committee comprises three members, all of whom are Non-executive Directors and are independentof the management of the Company. All of the Non-executive Directors are, therefore, considered to be independentby the Board as they have no relationships with the Company, its related companies or its officers that couldinterfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment.

The members of the Audit Committee at the date of this report comprise the following Directors :

Non-executive Independent Directors :Lee Soo Hoon Phillip - ChairmanLim Boh SoonSin Boon Ann

The Audit Committee meets regularly with at least 4 Audit Committee meetings within each financial year,and also as warranted by particular circumstances, as deemed appropriate by the Audit Committee.

The Board is satisfied that all the members of the Audit Committee are appropriately qualified to dischargetheir responsibilities. Two members of the Audit Committee, being Lee Soo Hoon Phillip and Lim Boh Soon,have accounting or related financial management expertise or experience, as the Board interprets suchqualification in its business judgment. Key information regarding the Directors of the Company in respect ofacademic and professional qualifications is set out in the Annual Report under Directors’ Profile.

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11. Audit Committee (Continue)The Audit Committee has full access to the external auditors and the internal auditor without the presence of themanagement of the Company. The Audit Committee has explicit authority to investigate any matter within itsterms of reference, full access to and co-operation by the management of the Company and full discretion toinvite any Director or management of the Company to attend its meetings, and has reasonable resources toenable it to discharge its functions properly.

The primary function of the Audit Committee is to provide assistance to the Board in fulfilling its responsibilitiesrelating to corporate accounting and auditing, reporting practices of the Company, the quality and integrity ofthe financial reports of the Company, and the Company’s internal control systems regarding finance, accounting,legal and regulatory compliance, contractual obligations and ethics established by the Board and the managementof the Company.

The responsibilities of the Audit Committee include:

(i) recommending to the Board the appointment, re-appointment or discharge of the external auditors, andapproving the remuneration and terms of engagement of the external auditors and in this connection,considering the independence and objectivity of the external auditors annually;

(ii) keeping under review the scope and results of the audit and its cost effectiveness, keeping the nature andextent of non-audit services supplied by the external auditors under review yearly where the externalauditors also supply a substantial volume of such services to the company, with the objective of balancingthe maintenance of objectivity and value for money;

(iii) considering and reviewing with the external auditors and the internal auditor, at least annually, theadequacy, effectiveness and efficiency of the management processes, internal financial controls, operationaland compliance controls, risk management policies and any significant findings and recommendations ofthe external auditors and the internal auditor, together with the management’s responses thereto; and

(v) meeting with the external auditors, the internal auditor, the management and any others consideredappropriate in separate executive sessions to discuss any matters the Audit Committee believes shouldbe discussed privately and establishing a practice to meet with the external auditors without the presenceof the management of the Company at least annually;

(vi) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of thefinancial statements of the company and any formal announcements relating to the company’s financialperformance;

(vii) reviewing the effectiveness of the company’s internal audit function that is independent of the activitiesthat it audits;

(viii) reviewing and taking actions on the arrangements by which staff of the company may, in confidence,raise concerns about possible improprieties in matters of financial reporting or other matters; and

(ix) meeting principal overseas subsidiaries’ independent directors, the management and any others consideredappropriate in their periodic visits to these subsidiaries.

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11. Audit Committee (Continue)In particular, the Audit Committee has undertaken a review of all non-audit services that are provided by theexternal auditors and is satisfied that the provision of such services has not affected the independence of theexternal auditors. The fees that are charged to the Group by the external auditors for non-audit services aredisclosed in the following:

2007 2006$’000 $’000

Tax Services – EY Singapore 12 98

Tax Serviceds – Other EY Offices – 13

Total non-audit fees 12 111

The number of Committee meetings held during the financial year and the attendance of the individual membersof the Audit Committee at such meetings is set out in the Report on Corporate Governance under The Board’sConduct of its Affairs.

12. Internal ControlsThe internal auditor has conducted independent reviews of the effectiveness of the Company’s material internalcontrols, including financial, operational and compliance controls, and risk management, at least annually.Besides, the external auditors have also performed a review of the internal financial systems and operatingcontrols for the financial statements attestation purpose. Such reviews have been reported to the Audit Committee.

In addition, the Audit Committee has also reviewed the adequacy of the Company’s internal controls includingfinancial, operational and compliance controls, and risk management in the Company. The Board is satisfied thatthere are adequate internal controls in the Company.

13. Internal AuditThe Company has established an in-house internal audit function that is independent of the activities thatit audits. The internal auditor’s primary line of reporting is directly to the Chairman of the Audit Committee.However, the internal auditor also reports administratively to the Managing Director of the Company.

The Audit Committee is satisfied that the internal auditor has met the standards set by nationally or internationallyrecognised professional bodies including the Standards for the Professional Practice of Internal Auditing set byThe Institute of Internal Auditors.

The Audit Committee is satisfied that the internal audit function is adequately resourced and has theappropriate standing within the Company.

The Audit Committee has reviewed the adequacy of the internal audit function at least annually, and issatisfied that the internal audit function is adequate.

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14. Communication with ShareholdersThe shareholders of the Company have the opportunity to participate effectively and to vote at the Company’sAnnual General Meeting. They are allowed to vote in person or by proxy if they are unable to attend theAnnual General Meeting. The Articles of Association of the Company will be amended to allow for absentiavoting methods.

There are separate resolutions at the general meetings on each distinct issue.

As part of the Company’s effort to provide regular, effective and fair communication with the shareholders of theCompany, the Board has adopted and commenced quarterly reporting of the Group’s operating and financialperformance via SGXNET and the press with effect from 2002. In addition to the above, the Managing Directoralso conducts a briefing in respect of the Group’s operating and financial performance for the financial year justended to the shareholders of the Company during the Annual General Meeting of the Company.

15. Securities TransactionsThe Company has adopted and issued an internal compliance code entitled “Code of Best Practice on SecuritiesTransactions by Officers” to the Officers of the Group. The internal compliance code set out a code of conduct toprovide guidance for the Officers of the Group on their dealings with the Company’s securities, as well as theimplications of insider trading.

The Company has complied with its Best Practices Guide on Securities Transactions.

16. Interested Person TransactionsPursuant to the requirements as stipulated under Rule 1207(16) and Rule 907 of the SGX-ST Listing Manual,there were no interested person transactions during the financial year.

17. Material ContractsPursuant to the requirements as stipulated under Rule 1207(8) of the SGX-ST Listing Manual, there were nomaterial contracts of the Company or its subsidiary companies involving the interests of any Directors of theCompany, the Managing Director of the Company or any controlling shareholders of the Company or theirassociates, either still subsisting at the end of the financial year or if not then subsisting, entered into since theend of the previous financial year.

On behalf of the Directors,

Lee Soo Hoon Phillip Lim Boh SoonChairman, Audit Committee Director

Singapore18 March 2008

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Risk Management Policies and Processes

Pursuant to the requirements as stipulated under Rule 1207(4)(d) of Chapter 12 of the SGX-ST Listing Manual as issued by theSingapore Exchange Securities Trading Limited, the operating and financial risk mangement policies and processes of theGroup are set out in the following.

OPERATING RISKManagement of growthThe Group has experienced rapid growth in the past few financial years in terms of the number of employees, scope ofactivities, geographical markets and level of technical expertise. This growth has resulted in added responsibilities for theGroup's management who are responsible for overseeing the expansion of the Group's operations into new products andgeographical markets. Further, in order to meet the demand of its current and future projects, the Group will need to attract,motivate and retain a significant number of highly qualified professionals who have significant relevant industry experiences.As a systems integrator providing highly sophisticated information technology and industrial automation solutions and serviceslocally and overseas, the Group requires qualified professionals who are experienced and possess the relevant skill sets.Given the exacting job specification, the pool of qualified professionals is considerably small. As such, the Group faces keencompetition for such pool of qualified professionals. Moreover, due to rapid growth in the global information technology andindustrial automation markets, increasing competition for such professionals may also increase the Group's labour costs.To manage and sustain its growth effectively, the Directors must continue to expand its management team by attracting moretalent into the Group and to motivate and retain such professionals at a competitive cost, as well as improve its operationalefficiency and financial management.

Risks associated with future acquisitionsThe Group intends to continue to pursue strategic acquisitions that will provide it with complementary products/services,customer bases, technologies and qualified professionals. Such acquisitions present risks that could potentially have an adverseeffect on the Group's operations and earnings, such as diversion of management's attention, failure to retain key acquiredpersonnel, assumption of liabilities, and amortisation of goodwill and intangible assets. Moreover, customer dissatisfactionwith, or problems caused by, the performance of any acquired technologies could have an adverse impact on the Group'sreputation. In addition, the acquired businesses may not achieve the anticipated returns. The Group will continue to adopt acautious approach and to exercise due diligence when considering all acquisitions. For example, the Group may imposeperformance guarantees and other warranties on vendors in all major acquisitions. Key acquired personnel are also expectedto enter into service agreements with the Group to retain their expertise for the Group's benefit.

CompetitionThe Group competes internationally with many firms that are substantially larger and have substantially greater financial,professional and other resources than the Group. The Group's continued success depends on its ability to compete effectivelywith its competitors as well as to persuade customers to use the Group's products and services instead of those developedin-house by the customers. The Group intends to further develop its niche markets in the energy and petrochemical / chemical,oil and gas and power and process utility industries, as well as the water, drainage, sewerage and environmental (pollutionand hydrology) industries, the healthcare industry, the banking and finance industry, and the public sector. The Group intendsto achieve this by offering customers with intimate industry specific knowledge and cost-effective solutions. Such a strategyhas enabled the Group to enjoy significant growth in recent years as reflected in its turnover and profits.

FINANCIAL RISKThe internal auditor will review a monthly confirmation of the outstanding position with all banks that the Group transactswith.The bank is required to confirm any resolution relating to banking facilities and/or the way the Group operates itsbanking transactions with the company secretary or an independent director.

The financial risk mangement objectives and policies of the Group are set out in the Notes to the Financial Statements in Note31 under risk management.

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Statistics of Shareholdingsas at 18 March 2008

DISTRIBUTION OF SHAREHOLDINGS

NO. OFSIZE OF SHAREHOLDINGS SHAREHOLDERS % NO. OF SHARES %

1 - 999 49 1.83 23,025 0.001,000 - 10,000 1,838 68.79 8,295,200 1.64

10,001 - 1,000,000 762 28.52 32,649,115 6.441,000,001 AND ABOVE 23 0.86 465,880,262 91.92

TOTAL : 2,672 100.00 506,847,602 100.00

TWENTY LARGEST SHAREHOLDERS

NO. NAME NO. OF SHARES %

1. HSBC (SINGAPORE) NOMINEES PTE LTD 154,253,000 30.432. DBS NOMINEES PTE LTD 93,379,574 18.423. CITIBANK NOMINEES SINGAPORE PTE LTD 56,468,005 11.144. TAN MOK KOON 38,700,750 7.645. DBSN SERVICES PTE LTD 26,458,000 5.226. UNITED OVERSEAS BANK NOMINEES PTE LTD 16,674,500 3.297. RAFFLES NOMINEES PTE LTD 12,445,374 2.468. SEAPAC INVESTMENT PTE LTD 10,272,000 2.039. MAYBAN NOMINEES (S) PTE LTD 9,876,000 1.95

10. TIONG KUOK THAI 6,473,687 1.2811. TEO KIT CHOON 6,431,187 1.2712. WONG YON CHING 6,003,187 1.1813. MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 4,891,000 0.9614. PHILLIP SECURITIES PTE LTD 4,323,561 0.8515. TM ASIA LIFE SINGAPORE LTD-PAR FUND 3,613,500 0.7116. ROYAL BANK OF CANADA (ASIA) LTD 3,100,500 0.6117. LIM MING SEONG 3,100,000 0.6118. LIM BOON KHENG 2,606,500 0.5119. DBS VICKERS SECURITIES (S) PTE LTD 1,607,500 0.3220. SALIL GOPINATH 1,577,437 0.31

462,255,262 91.19

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Statistics of Shareholdingsas at 18 March 2008

Class of equity securities : Ordinary shareNo. of equity securities : 506,847,602Voting rights : One vote per share

There are no treasury shares held in the issued share capital of the Company.

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 18 MARCH 2008(As recorded in the Register of Substantial Shareholders)

NAMES OFSUBSTANTIAL SHAREHOLDERS DIRECT INTEREST % DEEMED INTEREST %

Tan Mok Koon (1) 38,700,750 7.64 28,500,000 5.62

Chartered Asset Management Pte Ltd (2) - - 70,680,000 13.95

CAM-GTF Limited (3) - - 44,481,000 8.78

JPMorgan Chase & Co. and its affiliates 30,117,500 5.94 -- --

FMR Corporation and FidelityInternational Limited (4) - - 71,242,500 14.06

Notes:

(1) Tan Mok Koon is deemed to have an interest in the 28,500,000 shares held by Citibank Nominees Singapore PteLtd and Mayban Nominees (Singapore) Pte Ltd.

(2) Chartered Asset Management Pte Ltd is deemed to have an interest in the 70,680,000 shares held by HSBC(Singapore) Nominees Pte Ltd, Citibank Nominees Singapore Pte Ltd, G.K. Goh Stockbrokers Pte Ltd and DBSNominees Pte Ltd.

(3) CAM-GTF Limited is deemed to have an interest in 44,481,000 shares held by HSBC (Singapore) NomineesPte Ltd.

(4) FMR Corporation and Fidelity International Limited are deemed to have an interest in 71,242,500 shares held byHang Seng Bk Ltd Retirements, Fidelity South East Asia Fund, FID FDS – Southeast Asia Pool, FID FDS – SingaporePool, Jockey Club Charity Trust – EQ, Hoko Jocky Club SP WKG CAP EQ, Jockey Club Contingency – Equity,HKBank Intl Trst: 006090419436, FID Low Priced Stock Fund and FID Southeast Asia Fund.

PUBLIC FLOATAs at 18 March 2008, 48.93% of the Company’s shares are held in the hands of public. Accordingly, the Company hascomplied with Rule 723 of the Listing Manual of SGX-ST which requires that at least 10% of the equity securities(excluding preference shares and convertible equity securities) in a class that is listed to be in the hands of the public.

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CSE GLOBAL LTD | ANNUAL REPORT 2007

Corporate Information

Business OfficeNo. 2, Ubi ViewSingapore 408556Tel : 65-6512 0333Fax : 65-6742 9179

Share RegistrarBoardroom Corporate &Advisory Services Pte. Ltd3 Church Street #08-01,Samsung Hub,Singapore 049483Tel : 65-6536 5355Fax : 65-6536 1360

AuditorsErnst & YoungOne Raffles QuayNorth Tower, Level 18Singapore 048583

Audit Partner-in-charge :Tan Chian Khong(Appointment since 2006)

BankersArab Bank plcBank of China LtdDevelopment Bank of Singapore LtdDeutsche BankMalayan Banking BerhadOversea-Chinese Banking Corporation LtdRabobank InternationalRHB Bank BerhadSociete GeneraleThe Bank of East Asia,LtdThe Hong Kong and Shanghai BankingCorporation LtdUnited Overseas Bank Ltd

Board of DirectorsExecutiveTan Mok Koon (Managing Director)

Non-ExecutiveLim Ming Seong (Chairman)

Goh Boon Seong (Independent)

Phillip Lee Soo Hoon (Independent)

Dr. Lim Boh Soon (Independent)

Sin Boon Ann (Independent)

Nominating CommitteeLim Ming Seong (Chairman)

Goh Boon SeongPhillip Lee Soo Hoon

Audit CommitteePhillip Lee Soo Hoon (Chairman)

Dr. Lim Boh SoonSin Boon Ann

Compensation CommitteeLim Ming Seong (Chairman)

Goh Boon SeongTan Mok Koon

SecretariesSebastian Tan Cher LiangTan San-Ju

Registered Office3 Church Street #08-01,Samsung Hub,Singapore 049483Tel : 65-6536 5355Fax : 65-6536 1360

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CSE Global LtdNo. 2 Ubi View Singapore 408556 Tel: (65) 6512 0333 Fax: (65) 6742 9179Web: http://www.cse-global.com Co. Reg. No.: 198703851D

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CSE GLOBAL LTD AND SUBSIDIARY COMPANIES | DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS | 31 DECEMBER 2007 1

Directors’ Report & Audited Financial Statements

Co. Reg. No.: 198703851D

Customer Satisfaction, Everytime

CSE Global Ltd and Subsidiary Companies | 31 December 2007

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2 DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS | 31 DECEMBER 2007 | CSE GLOBAL LTD AND SUBSIDIARY COMPANIES

03 REPORT OF THE DIRECTORS

10 STATEMENT BY DIRECTORS

11 INDEPENDENT AUDITORS' REPORT

12 BALANCE SHEETS

13 CONSOLIDATED PROFIT AND LOSS ACCOUNT

14 STATEMENTS OF CHANGES IN EQUITY

18 CONSOLIDATED STATEMENT OF CASH FLOWS

19 NOTES TO THE FINANCIAL STATEMENTS

Contents

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Report of the Directors

The Directors are pleased to present their report to the members together with the audited consolidated financialstatements of CSE Global Limited (the “Company”) and its subsidiaries (the “Group”) and the balance sheet andstatement of changes in equity of the Company for the financial year ended 31 December 2007.

DIRECTORS

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

Lim Ming SeongGoh Boon SeongTan Mok KoonLee Soo Hoon PhillipLim Boh SoonSin Boon Ann

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

Except as described in the subsequent paragraphs, neither at the end of, nor at any time during the financial year,was the Company a party to any arrangement whose objects are, or one of whose object is, to enable the Directors ofthe Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any otherbody corporate.

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The following Directors of the Company, who held office at the end of the financial year had, according to the registerof directors’ shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interestin the shares and share options of the Company, as stated below :-

At At AtName of Director 1.1.2007 31.12.2007 21.1.2008

CSE Global Limited Number of ordinary shares

Tan Mok Koon 44,800,500 67,200,750 67,200,750Goh Boon Seong 430,000 536,000 536,000Lee Soo Hoon Phillip 240,000 450,000 450,000Lim Boh Soon 240,000 330,000 330,000Lim Ming Seong 2,100,000 3,150,000 3,150,000Sin Boon Ann 30,000 45,000 –

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DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)

At AtName of Director 1.1.2007 31.12.2007

Share options granted on 30.10.2002exercisable at a price of

$0.2048 each in ordinary shares of$0.05 fully paid exercisable from

CSE Global Limited 30.10.2004 to 30.10.2007 #

Goh Boon Seong 90,000 –

Share options granted on 31.12.2003exercisable at a price of $0.3533 each in ordinary shares exercisable from

31.12.2005 to 31.12.2008 #

Goh Boon Seong 90,000 –Lee Soo Hoon Phillip 90,000 –Lim Boh Soon 90,000 –Sin Boon Ann 90,000 90,000

# The number of shares have been adjusted for bonus issue.

The number of shares represents those shares registered in the director’s name.

Saved as disclosed above, there were changes in the above mentioned interests between the end of the financial yearand 21 January 2008.

Except as disclosed in this report, no Director who held office at the end of the financial year had interests in shares,share options, warrants or debentures of the Company or of related corporations, either at the beginning or at the endof the financial year.

DIRECTORS’ CONTRACTUAL BENEFITS

Except as disclosed in the financial statements, since the end of the previous financial year, no Director of the Companyhas received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporationwith the Director, or with a firm of which the Director is a member, or with a company in which the Director has asubstantial financial interest.

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SHARE OPTIONS

The CompanyThe Company grants share options to Directors and full time employees of the Company and of the Group pursuant tothe following share option schemes :-

(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to 9 October 2001; and(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”)

Details of the share option schemes and the respective share options that are granted as at 31 December 2007 aredisclosed in the following :-

(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to 9 October 2001

Under the Company’s CSE ESOS subsequent to 9 October 2001, the share options that are granted as at31 December 2007 are as follows :-

AdditionBalance due to Balance

Date as at bonus as at Exercise Exerciseof grant 1.1.2007 issue Cancelled Exercised 31.12.2007 Price Period

31 October 267,000 67,500 (7,500) (327,000) – $0.2048 31 October 20042002 to

31 October 2007

31 December 5,254,000 2,301,000 (23,000) (3,156,500) 4,375,500 $0.3533 31 December 20052003 to

31 December 2008

5,521,000 2,368,500 (30,500) (3,483,500) 4,375,500

There are no participants of CSE ESOS subsequent to 9 October 2001 who are controlling shareholders of the Companyor their associates, or who received 5 percent or more of the total number of share options available under the CSEESOS subsequent to 9 October 2001. As the Company does not have any parent company, there are therefore noparticipants of CSE ESOS subsequent to 9 October 2001 who are directors or employees of the Company’s parentcompany and its subsidiary companies.

The participants of CSE ESOS subsequent to 9 October 2001 who are Directors of the Company as at 31 December2007 are disclosed in the following tables:

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SHARE OPTIONS (CONT’D)

The Company (cont’d)(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to 9 October 2001

(cont’d)Share options granted on 31.12.2003 exercisable at a price of $0.3533 each, exercisable from 31.12.2005to 31.12.2008

Aggregate Aggregateoptions granted options exercised Aggregate

since since optionsName of participant Options granted commencement commencement outstanding as atin respect of CSE during the of scheme to end of scheme to end end of financialESOS subsequent financial year of financial year of financial year year underto 9 October 2001 under review under review under review review

Goh Boon Seong – 90,000 90,000 –Lee Soo Hoon Phillip – 90,000 90,000 –Lim Boh Soon – 90,000 90,000 –Sin Boon Ann – 90,000 – 90,000

The terms of the share options granted under the CSE ESOS subsequent to 9 October 2001 to the Directors of theCompany are the same as those granted to the employees of the Group and they are disclosed below.

Only Directors and full time employees of the Group who have attained the age of twenty one (21) years areeligible to participate in the CSE ESOS subsequent to 9 October 2001. Each option entitles the participant tosubscribe for a number of new ordinary shares in the Company pre-determined at the date of grant. The optionsare granted in consideration of $1.00 per option for all the shares in respect of which the option is granted.The shares under option may be exercised in full or in blocks of 1,000 shares or a multiple thereof on thepayment of the exercise price. The participants to whom the options have been granted do not have the right toparticipate by virtue of the options in a share issue of any other company. Options granted are cancelled whenthe participant ceases to be a full-time employee of the Company or any corporation in the Group subject tocertain exceptions at the discretion of the Company. The exercise of the options is also subjected to the satisfactoryperformance of the participant’s duties.

For all the options that are granted under CSE ESOS subsequent to 9 October 2001, those options may beexercised within a period commencing after the second anniversary of the date of grant and expiring on the fifthanniversary of the date of grant.

For all the options that are granted under CSE ESOS subsequent to 9 October 2001, the subscription price atwhich a participant subscribes for new ordinary shares of the Company upon the exercise of the option grantedshall be at a discount of between zero (0) percent and twenty (20) per cent of the average of the last dealt pricesfor an ordinary share of the Company, as determined by reference to the daily Official List published by theSingapore Exchange Securities Trading Limited, for the five (5) consecutive trading days immediately precedingthe date of grant of the option, or the previous nominal value of the ordinary shares of $0.05 each of theCompany, whichever is higher.

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The Company (cont’d)(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to 9 October 2001

(cont’d)The quantum of the discount shall be equal to the compounded rate of growth (expressed in percentage terms)of the Group’s audited profit before tax and extraordinary items for two (2) consecutive financial years beginningfrom the financial year in which the date of grant falls. The discount shall, in no event, exceed twenty (20) percent, notwithstanding that the compounded rate of growth may exceed twenty (20) per cent. No discount shallbe given if the compounded rate of growth is nil or negative.

The subscription prices of the share options issued under CSE ESOS subsequent to 9 October 2001 are entitledto a maximum discount of 20%. The determination of the quantum of the 20% discount on the subscriptionprices of share options issued under CSE ESOS subsequent to 9 October 2001 is based on the performance of theCSE Group for the two consecutive financial years beginning from the financial year in which the date of grantfalls. The quantum of the discount on the subscription prices of share options issued under CSE ESOS subsequentto 9 October 2001 is only determined on the respective vesting dates. The number, proportion and discountentitlements of the various categories of share options granted under CSE ESOS subsequent to 9 October 2001,where determinable to date, are disclosed in the following table:

Aggregateoptions Proportion

outstanding against Financial years Vesting Expiryas at end of aggregate considered for date of date of

Date of financial year options performance share share Discountgrant under review outstanding evaluation options options entitlement

31 December 4,375,500 53% FY2003 31 December 31 December 18%2003 to FY2004 2005 2008

(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”)Under the Company’s US Plan, the share options that are granted as at 31 December 2007 are as follow :-



31 October 2002 67,000 33,500 – (100,500) – $0.2560 31 October 2004to

31 October 2007

31 December 2003 142,000 71,000 – (155,250) 57,750 $0.4320 31 December 2005to

31 December 2008

209,000 104,500 – (255,750) 57,750

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The Company (cont’d)(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”) (cont’d)

There are no participants of US Plan who are Directors of the Company, controlling shareholders of the Companyor their associates, or who received 5 percent or more of the total number of share options available under theUS Plan. As the Company does not have any parent company, there are therefore no participants of US Plan whoare directors or employees of the Company’s parent company and its subsidiary companies.

Only full time employees of the subsidiary companies of the Group incorporated in any state of the United Statesof America who have attained the age of twenty one (21) years are eligible to participate in the US Plan,except for the employees who were already holding options that are granted under the CSE ESOS at the time theUS Plan was adopted by the Company. Each option entitles the participant to subscribe for a number of newordinary shares in the Company pre-determined at the date of grant. The shares under option may be exercisedin full or in blocks of 1,000 shares or a multiple thereof on the payment of the exercise price. The participants towhom the options have been granted do not have the right to participate by virtue of the options in a share issueof any other company. Options granted are cancelled when the participant ceases to be a full-time employee ofthe subsidiary companies of the Group incorporated in any state of the United States of America subject tocertain exceptions at the discretion of the Company. The exercise of the options is also subjected to the satisfactoryperformance of the participant’s duties.

The options granted under the US Plan may be exercised within a period commencing after the second anniversaryof the date of grant and expiring on the fifth anniversary of the date of grant.

The subscription price at which a participant subscribes for new ordinary shares of the Company upon theexercise of the option granted under the US Plan shall be the average of the last dealt prices for an ordinaryshare of the Company, as determined by reference to the daily Official List published by the Singapore ExchangeSecurities Trading Limited, for the five (5) consecutive trading days immediately preceding the date of grant ofthe option, or the previous nominal value of the ordinary shares of $0.05 each of the Company, whichever ishigher. The subscription prices of the share options issued under US Plan are not entitled to any form of discounts.

AUDIT COMMITTEE

The Audit Committee was established on 22 January 1999.

The Audit Committee comprises three members, all of whom are non-executive Directors and are independent of themanagement of the Company.

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AUDIT COMMITTEE (CONT’D)

The members of the Audit Committee at the date of this report comprise the following Directors :-

Non-executive/Independent Directors :

Lee Soo Hoon Phillip (Chairman)Lim Boh SoonSin Boon Ann

The Audit Committee performed the functions specified in the Companies Act. The functions performed are detailed inthe Report on Corporate Governance.

AUDITORS

Ernst & Young have expressed their willingness to accept reappointment as auditors.

On behalf of the Board of Directors,

Lim Ming SeongDirector

Tan Mok KoonDirector


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Statement by DirectorsPursuant to Section 201(15)

We, Lim Ming Seong and Tan Mok Koon, being two of the Directors of CSE Global Limited, do hereby state that, in theopinion of the Directors :-

(i) the accompanying balance sheets, consolidated profit and loss account, statements of changes in equity andconsolidated statement of cash flows together with the notes thereto are drawn up so as to give a true and fairview of the state of affairs of the Group and of the Company as at 31 December 2007 and of the results, changesin equity and cash flows of the Group and the changes in equity of the Company for the financial year thenended, and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay itsdebts as and when they fall due.

On behalf of the Board of Directors,

Lim Ming SeongDirector

Tan Mok KoonDirector


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Independent Auditors’ Reportto Members of CSE Global Limited

We have audited the accompanying financial statements of CSE Global Limited (the “Company”) and its subsidiaries(the “Group”) set out on pages 12 to 86, which comprise the balance sheets of the Group and the Company as at31 December 2007, the statements of changes in equity of the Group and the Company, and the profit and loss accountand statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies andother explanatory notes.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s directors are responsible for the preparation and fair presentation of these financial statements inaccordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial ReportingStandards. This responsibility includes: designing, implementing and maintaining internal control relevant to thepreparation and fair presentation of financial statements that are free from material misstatement, whether due tofraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that arereasonable in the circumstances.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with Singapore Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the entity’s preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overallpresentation 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.

OPINIONIn our opinion,

(i) the consolidated financial statements of the Group, and the balance sheet and statement of changes in equity ofthe Company are properly drawn up in accordance with the provisions of the Act and Singapore FinancialReporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company asat 31 December 2007 and the results, changes in equity and cash flows of the Group and the changes in equityof the Company for the year ended on that date; and

(ii) the accounting and other records required by the Act to be kept by the Company and by those subsidiariesincorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisionsof the Act.

ERNST & YOUNGCertified Public Accountants


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Balance Sheetsas at 31 December 2007

Group CompanyNote 2007 2006 2007 2006

$’000 $’000 $’000 $’000

Fixed assets 4 12,902 12,637 222 304Subsidiary companies 5 – – 174,125 158,766Associated companies 6 7,009 15,473 – 10,299Other investment 7 190 – 190 –Intangible assets 8 70,457 62,948 103 132Deferred tax assets 9 3,993 1,630 17 763Current assetsProjects-in-progress 10 74,128 71,810 – –Stocks 11 9,412 8,373 – –Trade and other debtors 12 82,111 76,055 4,443 3,870Prepayments 3,399 3,418 10 19Amounts due from subsidiary companies 5 – – 48,233 30,150Amounts due from associated companies 6 6 61 – –Short-term deposits 27 8,771 4,306 – –Cash and bank balances 27 50,137 62,595 2,261 14,975

227,964 226,618 54,947 49,014Current liabilitiesProjects-in-progress 10 13,370 8,652 – –Derivative financial instruments 13 – 173 – 173Trade creditors and accruals 14 63,514 95,140 5,230 4,280Finance leases 29 199 220 – –Amounts due to bankers 15 80,460 90,045 78,919 74,647Amounts due to subsidiary companies 5 – – 25,157 33,140Amount due to associated companies 6 2 – – –Provision for warranties 16 1,570 1,286 – –Provision for taxation 3,354 4,887 325 –

162,469 200,403 109,631 112,240

Net current assets/(liabilities) 65,495 26,215 (54,684) (63,226)Non-current liabilitiesDeferred tax liabilities 9 (4,115) (2,378) – –Finance leases 29 (380) (424) – –Amounts due to bankers 15 (19,172) (7,701) (19,172) (7,701)

136,379 108,400 100,801 99,337

Equity attributable to equity holdersof the Company

Share capital 17 90,343 88,412 90,343 88,412Revenue reserve 54,545 24,241 9,774 9,702Other reserves 18 653 1,189 653 1,189Foreign currency translation reserve 19 (9,176) (5,455) 31 34

136,365 108,387 100,801 99,337Minority interest 14 13 – –

136,379 108,400 100,801 99,337

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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Consolidated Profit and Loss Accountfor the financial year ended 31 December 2007

GroupNote 2007 2006

$’000 $’000

Revenues 20 404,696 334,472Cost of sales (257,088) (224,759)

Gross profit 147,608 109,713

Other operating incomeMiscellaneous income 21 444 685Finance income 22 1,302 826

Operating expensesAdministrative costs (75,022) (59,100)Selling and distribution costs (6,762) (7,323)Other operating costs (4,462) (810)Finance costs 23 (5,936) (4,310)Share of results of associated companies, net of tax 567 185

Profit before taxation 24 57,739 39,866Taxation 25 (15,679) (10,743)

Profit for the financial year 42,060 29,123

Attributable to :-Equity holders of the Company 42,059 29,123Minority interest 1 –

42,060 29,123

Earnings per share (in cents)Basic EPS 26 8.33 5.83

Diluted EPS 26 8.25 5.77


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Statements of Changes in Equityfor the financial year ended 31 December 2007

Attribute to equity holders of the CompanyForeigncurrency

2006 Share Share Revenue Other translation Minority TotalGroup capital premium reserve reserves reserve Total interest Equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2006 16,491 68,548 3,439 817 (1,923) 87,372 13 87,385

Effects of exchangedifferences arising from :-

- Translation offinancial statementsof foreign operations – – – – (3,325) (3,325) – (3,325)

- Hedging of netinvestment – – – – (207) (207) – (207)

Net changes inhedging reserve – – – 1,186 – 1,186 – 1,186

Net expense recogniseddirectly in equity – – – 1,186 (3,532) (2,346) – (2,346)

Net profit for thefinancial year – – 29,123 – – 29,123 – 29,123

Total recognised netincome for thefinancial year – – 29,123 1,186 (3,532) 26,777 – 26,777

Dividends (Note 34) – – (8,321) – – (8,321) – (8,321)

Exercise of employeeshare options (Note 17) 2,559 – – – – 2,559 – 2,559

Transfer of share premiumto share capital 68,548 (68,548) – – – – – –

Transfer from otherreserves on exerciseof share options 814 – – (814) – – – –

At 31 December 2006 88,412 – 24,241 1,189 (5,455) 108,387 13 108,400


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2007 Share Revenue Other translation Minority TotalGroup capital reserve reserves reserve Total interest Equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2007 88,412 24,241 1,189 (5,455) 108,387 13 108,400

Effects of exchangedifferences arising from :-

- Translation offinancial statementsof foreign operations – – – (3,928) (3,928) – (3,928)

- Hedging of net investment

Net changes in hedging reserve – – – 207 207 – 207

Net expense recogniseddirectly in equity – – – (3,721) (3,721) – (3,721)

Net profit for the financial year – 42,059 – – 42,059 1 42,060

Total recognised netincome for thefinancial year – 42,059 – (3,721) 38,338 1 38,339

Dividends (Note 34) – (11,755) – – (11,755) – (11,755)

Exercise of employeeshare options (Note 17) 1,400 – – – 1,400 – 1,400

Cancellation ofemployee share option – – (5) – (5) – (5)

Transfer from otherreserves on exerciseof share options 531 – (531) – – – –

At 31 December 2007 90,343 54,545 653 (9,176) 136,365 14 136,379

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2006 Share Share Revenue Other translation TotalCompany capital premium reserve reserves reserve equity

$’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2006 as previously stated 16,491 68,548 6,212 817 (10) 92,058

Cumulative effects of prior yearadjustment – – 1,664 – – 1,664

At 1 January 2006 as restated 16,491 68,548 7,876 817 (10) 93,722

Net effect of exchange differences – – – – 44 44

Net changes in hedging reserve – – – 1,186 – 1,186

Net expense recognised directly in equity – – – 1,186 44 1,230

Profit for the financial year – – 10,147 – – 10,147

Total recognised net income for thefinancial year – – 10,147 1,186 44 11,377

Transfer of share premium toshare capital 68,548 (68,548) – – – –

Transfer from other reserves onexercise of share options 814 – – (814) – –

Dividends (Note 34) – – (8,321) – – (8,321)

Exercise of share options 2,559 – – – – 2,559

At 31 December 2006 88,412 – 9,702 1,189 34 99,337

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2007 Share Revenue Other translation TotalCompany capital reserve reserves reserve equity

$’000 $’000 $’000 $’000 $’000

At 1 January 2007 as previously stated 88,412 9,702 1,189 34 99,337

Net effect of exchange differences – – – (3) (3)

Net expense recognised directly in equity – – – (3) (3)

Profit for the financial year – 11,827 – – 11,827

Total recognised net income for the financial year – 11,827 – (3) 11,824

Transfer from other reserves on exercise of share options 531 – (531) – –

Dividends (Note 34) – (11,755) – – (11,755)

Cancellation of employee share options – – (5) – (5)

Exercise of share options 1,400 – – – 1,400

At 31 December 2007 90,343 9,774 653 31 100,801

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Consolidated Statement of Cash Flowsfor the financial year ended 31 December 2007


2007 2006$’000 $’000

Cash flows from operating activities :Profit before taxation 57,739 39,866Adjustments for :

Depreciation of fixed assets 2,695 2,565Amortisation of intangible assets 755 253Share of results of associated companies, net of tax (567) (185)Impairment of investment in associated company 5,834 –Negative goodwill arising from business combination (3,327) –Interest expense 5,510 4,005Interest income (1,302) (826)Gain on disposal of fixed assets (128) (434)Fixed assets written off 2 –Fair value changes in value of derivative financial instruments 34 (275)Writeback of share-based payment expense on cancellation of share options (5) –Currency realignment (2,569) (1,544)

Operating income before reinvestment in working capital 64,671 43,425(Decrease)/increase in debtors (5,194) 30,466Increase/(decrease) in projects-in-progress, net and stocks 1,360 (54,020)(Decrease)/increase in creditors (1,349) 11,193

Cash generated from operations 59,488 31,064Interest paid (5,510) (4,005)Interest received 1,302 826Income tax paid (15,925) (11,097)

Net cash generated from operating activities 39,355 16,788

Cash flows from investing activities :Purchase of fixed assets (3,104) (3,095)Acquisition of subsidiary companies, net of cash acquired (3,411) 94Repayment of balance purchase consideration of a subsidiary (30,917) –Acquisition of other investment (190) –Additions to intangible assets (1,377) (746)Repayment from/(advances to) associated companies 57 (18)Proceeds from disposal of fixed assets 260 7,547

Net cash (used in)/generated from investing activities (38,682) 3,815

Cash flows from financing activities :Net proceeds from issuance of shares 1,400 2,559Proceeds from short-term borrowing from banks 1,886 22,959Dividends paid to shareholders (11,755) (8,321)Repayment of finance lease obligations (197) (261)

Net cash (used in)/generated from financing activities (8,666) 16,936

Net (decrease)/increase in cash and cash equivalents (7,993) 37,539Cash and cash equivalents at beginning of financial year (Note 27) 66,901 29,362

Cash and cash equivalents at end of financial year (Note 27) 58,908 66,901

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Notes to the Financial Statements– 31 December 2007

1. CORPORATE INFORMATION

CSE Global Limited (the “Company”) is a limited liability company which is incorporated in the Republic of Singapore.

The registered office of the Company is located at 3, Church Street, #08-01 Samsung Hub, Singapore 049483.

The principal activities of the Company are those relating to provision of total integrated industrial automation,information technology and intelligent transport solutions and investment holding. The principal activities of thesubsidiary companies are those relating to design, delivery, commissioning as well as provision of comprehensivemaintenance to a wide array of industrial systems and investment holding. There have been no significantchanges in the nature of these activities during the financial year.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparationThe consolidated financial statements of the Group and the balance sheet and statement of changes in equityof the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS).

The financial statements have been prepared on a historical cost basis except for derivative financialinstruments that have been measured at their fair values.

The carrying values of recognised assets and liabilities that are designated as hedged items in a fair valuehedge are adjusted to record the gain or loss on the hedged items attributable to the hedged risks.

The financial statements are presented in Singapore Dollars (SGD or $) and all values are rounded to thenearest thousand ($’000) except where otherwise indicated.

2.2 Future changes in accounting policiesThe Group and the Company have not applied the following FRS and INT FRS that have been issued butnot yet effective:

Effective date(Annual periods beginning on or after)

FRS 23 : Amendment to FRS 23, Borrowing Costs 1 January 2009FRS 108 : Operating Segments 1 January 2009INT FRS 111 : Group and Treasury Share Transactions 1 March 2007INT FRS 112 : Service Concession Arrangements 1 January 2008

The directors expect that the adoption of the above pronouncements will have no material impact to thefinancial statements in the period of initial application, except for FRS 108 as indicated below.

FRS 108 requires entities to disclose segment information based on the information reviewed by theentity’s chief operating decision maker. The impact of this standard on the other segment disclosures isstill to be determined. As this is a disclosure standard, it will have no impact on the financial position orfinancial performance of the Group when implemented in 2009.

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2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.3 Significant accounting estimates and judgementsEstimates, assumptions concerning the future and judgements are made in the preparation of the financialstatements. They affect the application of the Group’s accounting policies, reported amounts of assets,liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and arebased on experience and relevant factors, including expectations of future events that are believed to bereasonable under the circumstances.

(a) Key sources of estimation uncertaintyThe key assumptions concerning the future and other key sources of estimation uncertainty at thebalance sheet date, that have a significant risk of causing a material adjustment to the carryingamounts of assets and liabilities within the next financial year are discussed below.

(i) Impairment of goodwillThe Group determines whether goodwill is impaired on an annual basis. This requires anestimation of the value in use of the cash-generating units to which the goodwill is allocated.Estimating the value in use requires the Group to make an estimate of the expected futurecash flows from the cash-generating unit and also to choose a suitable discount ratein order to calculate the present value of those cash flows. The carrying amount of theGroup’s goodwill at 31 December 2007 approximated $57,736,000 (2006 : $55,864,000).More details are given in Note 8.

(ii) Depreciation of fixed assetsFixed assets are depreciated on a straight-line basis over their estimated useful lives.Management estimates the useful lives of these fixed assets to be within 2 to 57 years.The carrying amount of the Group’s fixed assets at 31 December 2007 approximated$12,902,000 (2006 : $12,637,000). Changes in the expected level of usage andtechnological developments could impact the economic useful lives and the residual valuesof these assets, therefore future depreciation charges could be revised.

(iii) Income taxesThe Group has exposure to income taxes in numerous jurisdictions. Significant judgementis involved in determining the Group-wide provision for income taxes. There are certaintransactions and computations for which the ultimate tax determination is uncertain duringthe ordinary course of business. The Group recognises liabilities for expected tax issuesbased on estimates of whether additional taxes will be due. Where the final tax outcome ofthese matters is different from the amounts that were initially recognised, such differenceswill impact the income tax and deferred tax provisions in the period in which suchdetermination is made. The carrying amount of the Group’s tax payables at 31 December2007 approximated $3,354,000 (2006 : $4,887,000).

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2.3 Significant accounting estimates and judgements (cont’d)(a) Key sources of estimation uncertainty (cont’d)

(iv) Provision for warrantyThe Group has exposure to warranties arising from warranty obligations stated in its projectcontracts. Management estimates the amount of warranty to be provided based on availableinformation and its prior experience. The carrying amount of the Group’s provision forwarranties at 31 December 2007 approximated $1,570,000 (2006 : $1,286,000).

(b) Critical judgements made in applying accounting policiesThe following are the judgements made by management in the process of applying the Group’saccounting policies that have the most significant effect on the amounts recognised in thefinancial statements.

(i) Impairment of loans and receivablesThe Group assesses at each balance sheet date whether there is any objective evidencethat a financial asset is impaired. To determine whether there is objective evidence ofimpairment, the Group considers factors such as the probability of insolvency or significantfinancial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cashflows are estimated based on historical loss experience for assets with similar credit riskcharacteristics. The carrying amount of the Group’s loans and receivable at the balancesheet date is disclosed in Note 12 to the financial statements.

(ii) Construction contractsThe Group recognises revenue arising from contracts using the percentage of completionmethod when the stage of contract completion can be reliably determined, cost to datecan be clearly identified, and the total contract revenue and costs to complete can bereliably estimated. Significant judgement is involved in the recoverability of gross amountdue from customers and the adequacy of foreseeable losses, if any. The carrying amountsdue from customers for contract work, net (Note 10) is approximately $60,469,000(2006 : $60,758,000).

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2.4 Foreign currencyTransactions in foreign currencies are measured in the respective functional currencies of the Company andits subsidiaries and are recorded on initial recognition in the functional currencies at exchange ratesapproximating those ruling at the transaction dates. Monetary assets and liabilities denominatedin foreign currencies are translated at the closing rate of exchange ruling at the balance sheet date.Non-monetary items that are measured in terms of historical cost in a foreign currency are translated usingthe exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value ina foreign currency 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 thebalance sheet date are recognised in the profit and loss account except for exchange differences arisingon monetary items that form part of the Group’s net investment in foreign subsidiaries, which are recognisedinitially in a separate component of equity as foreign currency translation reserve in the consolidatedbalance sheet and recognised in the consolidated profit and loss account on disposal of the subsidiary. Inthe Company’s separate financial statements, such exchange differences are recognised in the profit andloss account in accordance with the revised FRS 21.

The assets and liabilities of foreign operations are translated into SGD equivalents at exchange ratesruling at balance sheet date. Revenues and expenses are translated at average exchange rates for theyear, which approximates the exchange rates of the dates of the transactions. All resulting exchangedifferences are recognised in a separate component of equity as foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assetsand liabilities of the foreign operations and are recorded in the functional currency of the foreign operationsand translated at the closing rate at the balance sheet date.

On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equityrelating to that foreign operation is recognised in the profit and loss account as a component of the gainor loss on disposal.

2.5 Subsidiary companiesA subsidiary company is a entity over which the Group has the power to govern the financial and operatingpolicies so as to obtain benefits from its activities.

In the Company’s separate financial statements, investments in subsidiary companies are accounted forat cost less impairment losses.

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2.6 Principles of consolidationThe consolidated financial statements comprise the financial statements of the Company and its subsidiariesas at the balance sheet date. The financial statements of the subsidiaries are prepared for the samereporting date as the parent company. Consistent accounting policies are applied for like transactionsand events in similar circumstances.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-Group transactions that are recognised in assets, are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Groupobtains control, and continue to be consolidated until the date that such control ceases.

Acquisitions of subsidiaries are accounted for using the purchase method. The cost of an acquisition ismeasured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumedat the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquiredand liabilities and contingent liabilities assumed in a business combination are measured initially at theirfair values at the acquisition date, irrespective of the extent of any minority interest.

Any excess of the cost of the business combination over the Group’s interest in the net fair value of theidentifiable assets, liabilities and contingent liabilities represents goodwill. The goodwill is accounted forin accordance with the accounting policy for goodwill stated in Note 2.10 below.

Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingentliabilities over the cost of business combination is recognised in the profit and loss account on the dateof acquisition.

Minority interest represents the portion of profit or loss and net assets in the subsidiary not held by theGroup. It is presented in the consolidated balance sheet within equity, separately from the parentshareholders’ equity, and is separately disclosed in the consolidated profit and loss account.

2.7 AssociatesAn associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence.

The Group’s investments in associates are accounted for using the equity method. Under the equitymethod, the investment in associate is carried in the balance sheet at cost plus post-acquisition changesin the Group’s share of net assets of the associate. The Group’s share of the profit or loss of the associateis recognised in the consolidated profit and loss account. Where there has been a change recogniseddirectly in the equity of the associate, the Group recognises its share of such changes. After application ofthe equity method, the Group determines whether it is necessary to recognise any additional impairmentloss with respect to the Group’s net investment in the associate. The associate is equity accounted forfrom the date the Group obtains significant influence until the date the Group ceases to have significantinfluence over the associate.

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2.7 Associates (cont’d)Goodwill relating to an associate is included in the carrying amount of the investment.

Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities andcontingent liabilities over the cost of the investment is excluded from the carrying amount of the investmentand is instead included as income in the determination of the Group’s share of the associate’s profit orloss in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, includingany other unsecured receivables, the Group does not recognise further losses, unless it has incurredobligations or made payments on behalf of the associate.

The most recent available audited financial statements of the associates are used by the Group in applyingthe equity method. Where the dates of the audited financial statements used are not co-terminous withthose of the Group, the share of results is arrived at from the last audited financial statements availableand un-audited management financial statements to the end of the accounting period. Consistentaccounting policies are applied for like transactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates are accounted for at cost lessimpairment losses.

2.8 Fixed assetsFixed assets are stated at cost less accumulated depreciation and any accumulated impairment losses.The initial cost of fixed assets comprises its purchase price and any directly attributable costs of bringingthe asset to its working condition and location for its intended use, any trade discounts and rebates arededucted in arriving at the purchase price. Expenditure incurred after the fixed assets have been putinto operation, such as repairs and maintenance and overhaul costs, is normally charged to the profitand loss account in the period in which the costs are incurred. In situations where it can be clearlydemonstrated that the expenditure has resulted in an increase in the future economic benefits expectedto be obtained from the use of an item of fixed assets beyond its originally assessed standard of performance,the expenditure is capitalised as an additional cost of fixed assets.

Depreciation is calculated on the straight-line method to write off the cost of fixed assets over theirestimated useful lives at the following annual rates :-

Leasehold land - 57 yearsBuildings - 20 to 39 yearsLeasehold improvements - 2 to 20 yearsPlant and machinery - 4 to 5 yearsTools and equipment - 5 yearsOffice furniture and fittings - 5 yearsComputer equipment - 2 to 5 yearsMotor vehicles - 5 to 7 years

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2.8 Fixed assets (cont’d)No depreciation is provided on freehold land and construction in progress.

The carrying values of fixed assets are reviewed for impairment when events or changes in circumstancesindicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed annually to ensure that the amount,method and period of depreciation are consistent with previous estimates and the expected pattern ofeconomic benefits from items of fixed assets.

An item of fixed assets is derecognised upon disposal or when no future economic benefits are expectedfrom its use or disposal. Any gain or loss arising on derecognition of the asset is included in the profit andloss account in the year the asset is derecognised.

2.9 Intangible assetsGoodwillGoodwill acquired in a business combination is initially measured at cost being the excess of the cost ofthe business combination over the Group’s interest in the net fair value of the identifiable assets, liabilitiesand contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulatedimpairment losses. Goodwill is reviewed for impairment, annually or more frequently if events or changesin circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisitiondate, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that areexpected to benefit from the synergies of the combination, irrespective of whether other assets or liabilitiesof the Group are assigned to those units or groups of units. Each unit or group of units to which thegoodwill is so allocated:

• represents the lowest level within the Group at which the goodwill is monitored for internalmanagement purposes; and

• is not larger than a segment based on either the Group’s primary or the Group’s secondaryreporting format.

A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated aretested for impairment annually and whenever there is an indication that the unit may be impaired,by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount ofthe unit. Where the recoverable amount of the cash-generating unit (or group of cash-generating units)is less than the carrying amount, an impairment loss is recognised.

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2.9 Intangible assets (cont’d)Goodwill (cont’d)Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of theoperation within that unit is disposed of, the goodwill associated with the operation disposed of is includedin the carrying amount of the operation when determining the gain or loss on disposal of the operation.Goodwill disposed of in this circumstance is measured based on the relative values of the operationdisposed of and the portion of the cash-generating unit retained.

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January2005 are treated as assets and liabilities of the foreign operations and are recorded in the functionalcurrency of the foreign operations and translated at the closing rate at the balance sheet date.

Goodwill and fair value adjustments which arose on acquisitions of foreign subsidiaries before 1 January2005 are deemed to be assets and liabilities of the parent company and are recorded in SGD at the ratesprevailing at the date of acquisition.

The Group does not reverse in a subsequent period, any impairment loss recognised for goodwill.

Other intangible assetsAcquired both separately and from a business combinationIntangible assets acquired separately are measured on initial recognition at cost. The cost of intangibleassets acquired in a business combination is their fair values as at the date of acquisition. Following initialrecognition, intangible assets are carried at cost less any accumulated amortisation and any accumulatedimpairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite.Intangible assets with finite lives are amortised on a straight-line basis over the estimated economicuseful lives and assessed for impairment whenever there is an indication that the intangible asset may beimpaired. The amortisation period and the amortisation method for an intangible asset with a finiteuseful life are reviewed at least at each financial year-end. The amortisation expense on intangible assetswith finite lives is recognised in the profit and loss account through the ‘Other operating costs’ line item.

Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if theevents or changes in circumstances indicate that the carrying value may be impaired either individually orat the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible assetwith an indefinite life is reviewed annually to determine whether the useful life assessment continues tobe supportable.

Cost directly attributable to the development of intellectual property on the intangible assets are capitalizedas intangible assets only when technical feasibility of the project is demonstrated, the Group has anintention and ability to complete and use the technology and the cost can be measured reliably.

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2.9 Intangible assets (cont’d)Other intangible assets (cont’d)Licenses and intellectual property rightsCosts relating to licenses and intellectual property rights, which are acquired, are capitalised and amortisedon a straight-line basis over their 10 to 15-year useful lives.

2.10 Impairment of non-financial assetsThe Group assesses at each reporting date whether there is an indication that an asset may be impaired.If any such indication exists, or when annual impairment testing for an asset (i.e. goodwill acquired in abusiness combination) is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs tosell and its value in use and is determined for an individual asset, unless the asset does not generate cashinflows that are largely independent of those from other assets or groups of assets. In assessing value inuse, the estimated future cash flows are discounted to their present value using a pre-tax discount ratethat reflects current market assessments of the time value of money and the risks specific to the asset.Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impairedand is written down to its recoverable amount. Impairment losses of continuing operations are recognisedin the profit and loss account as ‘impairment losses’ or treated as a revaluation decrease for assets carriedat revalued amount to the extent that the impairment loss does not exceed the amount held in the assetrevaluation reserve for that same asset.

An assessment is made at each reporting date as to whether there is any indication that previouslyrecognised impairment losses recognised for an asset other than goodwill may no longer exist or mayhave decreased. If such indication exists, the recoverable amount is estimated. A previously recognisedimpairment loss is reversed only if there has been a change in the estimates used to determine the asset’srecoverable amount since the last impairment loss was recognised. If that is the case the carrying amountof the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount thatwould have been determined, net of depreciation, had no impairment loss been recognised for the assetin prior years. Reversal of an impairment loss is recognised in the profit and loss account unless the assetis carried at revalued amount, in which case the reversal in excess of impairment loss previously recognisedthrough the profit and loss account is treated as a revaluation increase. After such a reversal, the depreciationcharge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residualvalue, on a systematic basis over its remaining useful life.

The Group does not reverse in a subsequent period, any impairment loss recognised for goodwill.

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2.11 Financial assetsFinancial assets are recognised on the balance sheet when, and only when, the Group becomes a partyto the contractual provisions of the financial instrument.

Non-derivative financial assets with fixed or determinable payments that are not quoted in an activemarket are classified as loans and receivables. Such assets are initially recognised at fair value,plus directly attributable transaction costs and subsequently carried at amortised cost using the effectiveinterest method. Gains and losses are recognised in profit and loss account when the loans and receivablesare derecognised or impaired, as well as through the amortisation process.

Derivative financial instruments are classified as held for trading unless they are designated as effectivehedging instruments and gains or losses are recognised in the profit and loss account.

2.12 Cash and cash equivalentsCash and cash equivalents consist of cash and bank balances and short-term deposits.

Cash and bank balances and short term deposits carried in the balance sheets are accounted for asloans and receivables under FRS 39. The accounting policy for this category of financial assets is statedin Note 2.12.

2.13 Trade and other debtorsTrade and other debtors include amounts due from subsidiaries, associated companies and related parties.These are classified and accounted for as loans and receivables under FRS 39. The accounting policy forthis category of financial assets is stated in Note 2.12.

An allowance is made for uncollectible amounts when there is objective evidence that the Group will notbe able to collect the debt. Bad debts are written off when identified. Further details on the accountingpolicy for impairment of financial assets are stated in Note 2.15 below.

2.14 Impairment of financial assetsThe Group assesses at each balance sheet date whether there is any objective evidence that a financialasset or group of financial assets is impaired.

(a) Assets carried at amortised costIf there is objective evidence that an impairment loss on loans and receivables or held-to-maturityinvestments carried at amortised cost has been incurred, the amount of the loss is measured asthe difference between the asset’s carrying amount and the present value of estimated future cashflows (excluding future credit losses that have not been incurred) discounted at the financialasset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition).The carrying amount of the asset is reduced through the use of an allowance account. The amountof the loss is recognised in the profit and loss account.

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2.14 Impairment of financial assets (cont’d)(a) Assets carried at amortised cost (cont’d)

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can berelated objectively to an event occurring after the impairment was recognised, the previouslyrecognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognisedin the profit and loss account, to the extent that the carrying value of the asset does not exceed itsamortised cost at the reversal date.

(b) Assets carried at costIf there is objective evidence that an impairment loss on an unquoted equity instrument that is notcarried at fair value because its fair value cannot be reliably measured, or on a derivative asset thatis linked to and must be settled by delivery of such an unquoted equity instrument has beenincurred, the amount of the loss is measured as the difference between the asset’s carrying amountand the present value of estimated future cash flows discounted at the current market rate ofreturn for a similar financial asset. Such impairment losses are not reversed in subsequent periods.

2.15 Stocks and projects-in-progressStocks are stated at the lower of cost and net realisable value. Cost comprises the cost of materialscalculated on a first-in-first-out basis. Net realisable value represents the estimated selling price lessanticipated cost of disposal and after making allowance for damaged, obsolete and slow-moving items.

Projects-in-progress are stated at cost plus attributable profits less progress payments received andreceivable and provision for foreseeable losses. Cost of projects-in-progress includes direct materials,labour and an appropriate proportion of overheads.

2.16 Trade and other payablesLiabilities for trade and other creditors, which are usually settled on 30-90 day terms, and payables tosubsidiary companies, associated companies and related parties are initially recognised at fair value andsubsequently measured at amortised cost using the effective interest method.

Gains and losses are recognised in the profit and loss account when the liabilities are derecognised aswell as through the amortisation process.

2.17 Interest bearing loans and borrowingsAll loans and borrowings are initially recognised at the fair value of the consideration received less directlyattributable transaction costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortisedcost using the effective interest method.

Gains and losses are recognised in the profit and loss account when the liabilities are derecognised aswell as through the amortisation process.

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2.18 Borrowing costsBorrowing costs are generally expensed as incurred. Borrowing costs are capitalised if they are directlyattributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowingcosts commences when the activities to prepare the asset for its intended use or sale are in progress andthe expenditures and borrowing costs are being incurred. Borrowing costs are capitalised until the assetsare ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverableamount, an impairment loss is recorded.

2.19 ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) where, as aresult of a past event, it is probable that an outflow of resources embodying economic benefits will berequired to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If itis no longer probable that an outflow of economic resources will be required to settle the obligation,the provision is reversed. If the effect of the time value of money is material, provisions are discounted usinga current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting isused, the increase in the provision due to the passage of time is recognised as a finance cost.

2.20 Employee benefits(a) Defined contribution plans

As required by law, the Group’s companies in Singapore, Malaysia and India make contributions totheir respective countries’ state pension schemes, being the Central Provident Fund (“CPF”) inSingapore and the Employees Provident Fund (“EPF”) in Malaysia and India. These state pensionschemes are defined contribution plans that serve as the national retirement benefits plan for theemployees of the Group working in those countries.

As required by law, the Group’s companies in the United Kingdom operate a defined contributionpension scheme. Assets of the scheme are held separately from those of the companies in theUnited Kingdom in an independently administered fund.

The contributions that are made towards the above mentioned contribution pension schemesare recognised as compensation expenses in the same period as the employment that gives rise tothe contributions.

Details of the defined contribution pension schemes are as disclosed in Note 24 under employees’provident fund.

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2.20 Employee benefits (cont’d)(b) Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to employees.The estimated liability for leave is recognised for services rendered by employees up to balancesheet date.

(c) Employee stock option schemeThe Company has in place the following share option schemes for granting of share options toeligible employees of the Group to subscribe for shares in the Company :

(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to9 October 2001; and

(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”)

Employees (including senior executives and directors) of the Group receive remuneration in theform of share-based payment transactions, whereby employees render services as considerationfor share options (‘equity-settled transactions’).

Equity-settled transactionsThe cost of equity-settled transactions with employees is measured by reference to the fair value atthe date on which the share options are granted. In valuing the share options, no account is takenof any performance conditions, other than conditions linked to the price of the shares of thecompany (‘market conditions’), if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in theemployee share option reserve, over the period in which the performance and/or service conditionsare fulfilled, ending on the date on which the relevant employees become fully entitled to theaward (‘the vesting date’). The cumulative expense recognised for equity-settled transactions ateach reporting date until the vesting date reflects the extent to which the vesting period hasexpired and the Group’s best estimate of the number of equity instruments that will ultimatelyvest. The profit or loss charge or credit for a period represents the movement in cumulative expenserecognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vestingis conditional upon a market condition, which are treated as vested irrespective of whether or notthe market condition is satisfied, provided that all other performance conditions are satisfied.

When an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,and any expense not yet recognised for the award is recognised immediately.

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2.21 Leases(a) As lessee

Finance leases, which effectively transfer to the Group substantially all the risks and benefitsincidental to ownership of the leased item, are capitalised at the present value of the minimumlease payments at the inception of the lease term and disclosed as leased fixed assets. Any initialdirect costs are also added to the amount capitalised. Lease payments are apportioned betweenthe finance charges and reduction of the lease liability so as to achieve a constant rate of intereston the remaining balance of the liability. Finance charges are charged directly to profit and lossaccount. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the assetor the lease term, if there is no reasonable certainty that the Group will obtain ownership by theend of the lease term.

Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognisedas a reduction of rental expense over the lease term on a straight-line basis.

(b) As lessorLeases where the Group retains substantially all the risks and rewards of ownership of the assetare classified as operating leases. Initial direct costs incurred in negotiating an operating lease areadded to the carrying amount of the leased asset and recognised over the lease term on the samebases as rental income. The accounting policy for rental income is set out in Note 2.23.

2.22 Revenue recognitionProject revenue from contracts is recognised on an individual contract basis using the percentage ofcompletion method when the stage of contract completion can be reliably determined, cost to date canbe clearly identified, and the total contract revenue and costs to complete can be reliably estimated.The stage of completion is measured by either:

– the percentage of costs incurred to estimated total costs to complete the contracts; or

_ the proportion of labour costs incurred for work to date to the total estimated labour costs to beincurred; or

_ upon completion of designated phases of a contract.

An expected loss on the contract is recognised as an expense immediately when it is probable that totalcontract costs will exceed total contract revenue.

Revenue from sale of goods and services rendered is recognised upon delivery of goods/ services andacceptance by customers.

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2.22 Revenue recognition (cont’d)Maintenance revenue is recognised on a straight line basis over the specified contract period. Maintenancerevenue received in advance is deferred as unearned income and recognised as income over the life of themaintenance contracts.

Dividend income is recognised when the Group’s right to receive payment is established.

Rental income is recognised on a straight-line basis.

Interest income is recognised using the effective interest method.

2.23 Income taxes(a) Current tax

Current tax assets and liabilities for the current and prior periods are measured at the amountexpected to be recovered from or paid to the taxation authorities. The tax rates and tax laws usedto compute the amount are those that are enacted or substantively enacted by the balancesheet date.

Current taxes are recognised in the income statement except that tax relating to items recogniseddirectly in equity is recognised directly in equity.

(b) Deferred taxDeferred income tax is provided using the liability method on temporary differences at the balancesheet date between the tax bases of assets and liabilities and their carrying amounts for financialreporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- Where the deferred tax arises from the initial recognition of an asset or liability in a transactionthat is not a business combination and, at the time of the transaction, affects neither theaccounting profit nor taxable profit or loss; and

- In respect of temporary differences associated with investments in subsidiaries, associatesand interests in joint ventures, where the timing of the reversal of the temporary differencescan be controlled by the Group and it is probable that the temporary differences will notreverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date andreduced to the extent that it is no longer probable that sufficient taxable profit will be available toallow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income taxassets are reassessed at each balance sheet date and are recognised to the extent that it hasbecome probable that future taxable profit will allow the deferred tax asset to be recovered.

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2.23 Income taxes (cont’d)(b) Deferred tax (cont’d)

Deferred income tax assets are recognised for all deductible temporary differences (other thanthose mentioned above), carry-forward of unused tax credits and unused tax losses, to the extentthat it is probable that taxable profit will be available against which the deductible temporarydifferences and the carry-forward of unused tax credits and unused tax losses can be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to applyto the year when the asset is realised or the liability is settled, based on tax rates (and tax laws)that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to setoff current tax assets against current tax liabilities and the deferred taxes relate to the sametaxable entity and the same taxation authority.

Income tax relating to items recognised directly in equity is recognised directly in equity.

(c) Sales taxRevenues, expenses and assets are recognised net of the amount of sales tax except:

– where the sales tax incurred on a purchase of assets or services is not recoverable from thetaxation authority, in which case the sales tax is recognised as part of the cost of acquisitionof the asset or as part of the expense item as applicable; and

– receivables and payables that are stated with the amount of sales tax included. The netamount of sales tax recoverable from, or payable to, the taxation authority is included aspart of receivables or payables in the balance sheet.

2.24 Derivative financial instruments and hedging activitiesThe Group may use derivative financial instruments such as foreign currency contracts to hedge its risksassociated with foreign exchange rate fluctuations. Such derivative financial instruments are initiallyrecognised at fair value on the date on which a derivative contract is entered into and are subsequentlyremeasured at fair value. Derivative financial instruments are carried as assets when the fair value ispositive and as liabilities when the fair value is negative.

Any gains or losses arising from changes in fair value on derivative financial instruments that do notqualify for hedge accounting are taken to the profit and loss account for the year.

The fair value of forward currency contracts is calculated by reference to current forward exchange ratesfor contracts with similar maturity profiles.

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2.24 Derivative financial instruments and hedging activities (cont’d)For the purpose of hedge accounting, hedges are classified as :

• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset orliability or an unrecognised firm commitment, that is attributable to a particular risk and couldaffect profit or loss;

• Cash flow hedges when hedging exposure to variability in cash flows that is either attributable toa particular risk associated with a recognised asset or liability or a highly probable forecasttransaction and could affect profit or loss; or

• Hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group formally designates and documents the hedgerelationship to which the Group wishes to apply hedge accounting and the risk management objectiveand strategy for undertaking the hedge. The documentation includes identification of the hedginginstrument, the hedged item or transaction, the nature of the risk being hedged and how the entity willassess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’sfair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective inachieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determinethat they actually have been highly effective throughout the financial reporting periods for which theywere designated.

Hedges which meet the strict criteria for hedge accounting are accounted for as follows:

(a) Fair value hedgesFor fair value hedges, the carrying amount of the hedged item is adjusted for gains and lossesattributable to the risk being hedged, the derivative is remeasured at fair value and gains andlosses from both are taken to the profit and loss account.

For fair value hedges relating to items carried at amortised cost, the adjustment to carrying valueis amortised through the profit and loss account over the remaining term to maturity. Any adjustmentto the carrying amount of a hedged financial instrument for which the effective interest method isused is amortised to the profit and loss account.

Amortisation begins as soon as an adjustment exists but no later than when the hedged itemceases to be adjusted for changes in its fair value attributable to the risk being hedged.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulativechange in the fair value of the firm commitment attributable to the hedged risk is recognised asan asset or liability with a corresponding gain or loss recognised in the profit and loss account.The changes in the fair value of the hedging instrument are also recognised in the profit andloss account.

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2.24 Derivative financial instruments and hedging activities (cont’d)(a) Fair value hedges (cont’d)

The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold,terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the Grouprevokes the designation. Any adjustment to the carrying amount of a hedged financial instrumentfor which the effective interest method is used is amortised to the profit and loss account.Amortisation begins as soon as an adjustment exists but no later than when the hedged itemceases to be adjusted for changes in its fair value attributable to the risk being hedged.

(b) Cash flow hedgesFor cash flow hedges, the effective portion of the gain or loss on the hedging instrument isrecognised directly in the hedging reserve, while the ineffective portion is recognised in the profitand loss account.

Amounts taken to hedging reserve are transferred to the profit and loss account when the hedgedtransaction affects profit or loss, such as when hedged financial income or financial expense isrecognised or when a forecast sale or purchase occurs. Where the hedged item is the cost of anon-financial asset or liability, the amounts taken to hedging reserve are transferred to the initialcarrying amount of the non-financial asset or liability.

If the forecast transaction is no longer expected to occur, amounts previously recognised in hedgingreserve are transferred to the profit and loss account. If the hedging instrument expires or is sold,terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked,amounts previously recognised in hedging reserve remain in equity until the forecast transactionoccurs. If the related transaction is not expected to occur, the amount is taken to the profit andloss account.

(c) Hedges of a net investmentHedges of a net investment in a foreign operation, including a hedge of a monetary item that isaccounted for as part of the net investment, are accounted for in a way similar to cash flowhedges. Gains or losses on the hedging instrument relating to the effective portion of the hedgeare recognised directly in the foreign currency translation reserve while any gains or losses relatingto the ineffective portion are recognised in the profit and loss account. On disposal of the foreignoperation, the cumulative value of any such gains or losses recognised directly in the foreigncurrency translation reserve is transferred to the profit and loss account.

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2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)2.25 Derecognition of financial assets and liabilities

(a) Financial assetsA financial asset is derecognised where the contractual rights to receive cash flows from the assethave expired.

On derecognition of a financial asset, the difference between the carrying amount and the sum of(a) the consideration received and (b) any cumulative gain or loss that has been recognised directlyin equity is recognised in the profit and loss account.

(b) Financial liabilitiesA financial liability is derecognised when the obligation under the liability is discharged or cancelledor expires.

Where an existing financial liability is replaced by another from the same lender on substantiallydifferent terms, or the terms of an existing liability are substantially modified, such an exchange ormodification is treated as a derecognition of the original liability and the recognition of a newliability, and the difference in the respective carrying amounts is recognised in the profit andloss account.

3. GROUP COMPANIES

Details of subsidiary companies of the Company at 31 December are :-

Percentage ofName of Company Principal activities equity held by(Country of incorporation) (Place of business) Cost the Group

2007 2006 2007 2006$’000 $’000 % %

ii CSE Systems & Engineering Sales and provision of 958 965 100 100(Thailand) Limited (1) computer network systems(Thailand) (Thailand)

iii CSE Systems & Engineering Sales and provision of 360 370 100 100(India) Private Limited (6) computer network systems(India) (India)

iii Transtel Engineering Sales and provision of 212 212 100 100(Tianjin) Co. Ltd (7) computer network systems(China) (China)

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3. GROUP COMPANIES (CONT’D)


2007 2006 2007 2006$’000 $’000 % %

iv CSE Systems & Engineering Sales and provision of 759 759 100 100(America), Inc. computer network systems(America) (America)

i CSE-Myers Pte Ltd Systems integration 25,060 25,060 100 100(Singapore) solution and sales and

provision of computernetwork systems(Singapore)

ii CSE-EIS (Malaysia) Sales and provision of 1,431 1,491 100 100Sdn Bhd (2) computer network systems(Malaysia) (Malaysia)

i CSE-Infotech Limited e-business integration, 12,668 12,750 100 100(Singapore) research and development

and investment holding(Singapore)

v W-Industries, Inc. Sale and provision of 36,200 36,807 100 100(America) system integration services

(America)

ii CSE-Servelec Group Design, manufacture, 45,646 46,137 100 100Limited (3) installation and(United Kingdom) commissioning of control

of management informationsystems and development,manufacture and sale ofelectronic and microprocessor monitoringequipment(United Kingdom)

iii CSE Technology Sale and provision of 275 275 100 100(Beijing) Co., Ltd (8) computer network systems(China) (China)

ii eBworx Hong Kong Provision of information – @ – * – 100Limited (4) technology solutions(Hong Kong) (Hong Kong)

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2007 2006 2007 2006$’000 $’000 % %

i TransTel Engineering Provision of turnkey 25,158 14,858 100 100Pte Ltd telecommunications(Singapore) solutions for the oil and

gas and petrolchemicalindustries(Singapore)

i CSE-IAP Pte Ltd Provision of computer 5,000 5,105 100 100(Singapore) systems integration services

(Singapore)

i CSE-EIS Pte Ltd Provision of computer 1,500 1,580 100 100(Singapore) systems integration services

(Singapore)

i RTUnet (Asia) Pte Ltd Distribution and marketing – # 22 100 100(Singapore) of remote terminal units

(Singapore)

iii CSE-Global (Australia) Distribution of electrical 16,796 16,796 100 100Pty Ltd (10) engineering equipment(Australia) and distribution and

marketing of remoteterminal units(Australia)

iv Energy Storage Sales and marketing of air 10,299 – ^ 100 49^

Power Corporation injection technology and(America) energu storage projects

(America)

182,322 163,187

* 2 ordinary share of HK$1 each.# 2 ordinary shares of S$1 each.^ This company was an associated company in FY2006 (Note 5).@ This company was liquidated during the current financial year.

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Details of subsidiary companies held by the Group at 31 December are :-

Percentage ofName of Company Principal activities equity held by(Country of incorporation) (Place of business) the Group

2007 2006% %

Held by CSE-Infotech Limitedi CSE-ITS Pte Ltd Provision of computer software applications 100 100

(Singapore) (Singapore)

iii CSE (Global) Belgium (12) Distribution and marketing of remote 100 100(Belgium) terminal units and investment holding

(Belgium)

Held by CSE (Global) Belgiumiii CSE-Semaphore (formerly Distribution and marketing of remote 100 100

Techno Trade SA) (12) terminal units(Belgium) (Belgium)

Held by CSE-Servelec Group Limitedii CSE-Servelec Limited (3) Design, manufacture, installation and 100 100

(United Kingdom) commissioning of control and managementinformation systems(United Kingdom)

ii CSE-Seprol Limited (3) Development, manufacture and sale of electronic 100 100(United Kingdom) and microprocessor monitoring equipment

(United Kingdom)

iii CSE-Servelec s.r.o. (9) Provision of oil and gas pipeline management 100 100(Slovakia) systems

(Slovakia)

iii CSE-Scomagg Limited (3) Design, installation and commissioning of 100 100(United Kingdom) control and management information systems

(United Kingdom)

Held by W-Industries, Inc.v W-Industries of Sale and provision of system integration services 100 100

Louisiana, Inc. (America)(America)

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2007 2006% %

Held by TransTel Engineering Pte Ltdiv P.T. TransTel Engineering Provision of turnkey telecommunications 100 100

(Indonesia) solutions for the oil & gas& petrolchemical industries(Indonesia)

iv TransTel Engineering Provision of turnkey telecommunications 80 80(Nigeria) Ltd solutions for the oil & gas(Nigeria) & petrolchemical industries

(Nigeria)

iii Transtel Engineering Provision of turnkey telecommunications 100 100(Tianjin) Co. Ltd (7) solutions for the oil & gas(China) & petrolchemical industries

(China)

vii CSE-Transtel Engineering Provision of turnkey telecommunications 100 100Europe Ltd solutions for the oil & gas(United Kingdom) & petrolchemical industries

(United Kingdom)

ii Transtel Engineering Provision of turnkey telecommunications 100 100Thailand Ltd (1) solutions for the oil & gas(Thailand) & petrolchemical industries

(Thailand)

Held by CSE-Global (Australia) Pty Ltdiii CSE-Uniserve Corporation Distribution of electrical engineering equipment 100 100

Pty Ltd (10) (Australia)(Australia)

iii CSE Semaphore Australia Distribution and marketing of remote 100 100(formerly RTUnet Australia terminal unitsPty Ltd (10) (Australia)(Australia)

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2007 2006% %

Held by CSE-Uniserve Corporation Pty Ltdiii CSE-Uniserve Pty Ltd (10) Distribution of electrical engineering equipment 100 100

(Australia) (Australia)

iii CSE-Uniserve Distribution of electrical engineering equipment 100 100Engineering Pty Ltd (10) (Australia)

iii CSE-Uniserve NZ Limited (11) Distribution of electrical engineering equipment 100 100(New Zealand) (New Zealand)

Held by W-Industries of Louisiana, Incviii Bosco Fabrication LLC Manufacture of custom panel enclosure and 100 –

(America) custom built stainless steel cold steel fabrication(America)

Details of associated companies include :-


2007 2006 2007 2006$’000 $’000 % %

Held by CSE-Global Limitediv Energy Storage and Sales and marketing of – # 10,299 100 # 49

Power Corporation air injection technology(America) and energy storage projects

(America)

# This company was an associated company in the previous financial year (Note 5).

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2007 2006 2007 2006$’000 $’000 % %

Held by CSE-Infotech Limitediv Infiniteinfo, Inc Design and implementation 1,117 1,117 43 43

(America) of internet solutions withtotal integration to client’sother applications(America)

ii eBworx Berhad (2) Provision of computer 168 168 26 26(Malaysia) software applications and

dealing in computer softwareand hardware for thefinancial services industry(Malaysia)

ii Solutions Exchange, Inc. (5) Purchase, sale, distribution, 105 105 35 35(The Philippines) maintenance of all kinds of

goods, commodities, wares,intellectual properties andother related informationtechnology(The Philippines)

Held by TransTel Engineering Pte Ltdiv TransTel Engineering Qatar Provision of turnkey 92 92 49 49

(Qatar) telecommunications solutionsfor the oil & gas &petrolchemical industries(Qatar)

vi TransTel Engineering Provision of turnkey 17 17 40 40(M) Sdn Bhd telecommunications solutions(Malaysia) for the oil & gas &

petrolchemical industries(Malaysia)

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2007 2006 2007 2006$’000 $’000 % %

Held by TransTel Engineering Pte Ltd (cont’d)iv TransTel Engineering Provision of turnkey 318 318 49 49

& Co LLC telecommunications solutions(Oman) for the oil & gas &

petrolchemical industries(Oman)

iv TransTel Engineering Provision of turnkey – ^ – ^ 49 49Kish Co Ltd telecommunications solutions(Iran) for the oil & gas &

petrolchemical industries(Iran)

1,817 12,116

^ represents capital contribution equivalent to Iranian Rial 490,000 (S$106)


2007 2006% %

Held by eBworx Berhadii Digital Nervous System Provision of computer software applications and 26 26

Sdn Bhd (2) dealing in computer software and hardware for(Malaysia) the financial services industry

(Malaysia)

i eBworx International Provision of computer software applications and 26 26Pte Ltd dealing in computer software and hardware for(Singapore) the financial services industry

(Malaysia)

iii eBworx Technology Provision of computer software applications and 26 26(Beijing) Co Ltd (8) dealing in computer software and hardware for(China) the financial services industry

(China)

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(i) Audited by Ernst & Young, Singapore

(ii) Audited by associated firms of Ernst & Young, Singapore

(1) Audited by Ernst & Young, Bangkok(2) Audited by Ernst & Young, Kuala Lumpur(3) Audited by Ernst & Young, Leeds(4) Audited by Ernst & Young, Hong Kong(5) Audited by SyCip Gorres Velayo & Co

(iii) Audited by other auditors

(6) Audited by M.V Guruprasad, Chartered Accountants(7) Audited by Tianjin Jin Xiang, Certified Public Accountants(8) Audited by Beijing Zhong Shi, Certified Public Accountants(9) Audited by Tax Audit Consult s.r.o.(10) Audited by Foster Raffan, Certified Public Accountants(11) Audited by BDO Spicers, NZ, Certified Public Accountants(12) Audited by Delvaux, Fronville, Servais ET Associes

(iv) Not required to be audited under the laws of the country of incorporation

(v) Not required to be audited under the laws of the country of incorporation, but audited by Ernst & Young,Singapore for the purposes of consolidation of the Group.

(vi) This associated company did not present any audited financial statements as it is dormant and not significant.

(vii) This subsidiary did not present any audited financial statements as it is dormant and not significant.

(viii) This subsidiary company did not present any audited financial statements as it was acquired on31 August 2007.

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4. FIXED ASSETS

Construction Freehold Freehold Leasehold LeaseholdGroup in progress land building land building

$’000 $’000 $’000 $’000 $’000

CostAt 1 January 2006 1,182 896 5,088 2,134 6,516Currency realignment (92) (70) (395) (1) –Additions – – 686 – 6Due to acquisition of subsidiaries – – – – –Disposals – – – (2,125) (6,468)

At 31 December 2006and 1 January 2007 1,090 826 5,379 8 54

Currency realignment (61) (46) (302) – 2Additions – – 91 – –Due to acquisition of subsidiaries – – – – –Disposals – – – – –Transfers from/ (to) (1,029) – 1,029 – –Write-off – – – – –

At 31 December 2007 – 780 6,197 8 56

Accumulated depreciationAt 1 January 2006 – – 861 158 1,332Currency realignment – – (76) (1) –Charge for the year – – 297 19 165Disposals – – – (168) (1,455)

At 31 December 2006and 1 January 2007 – – 1,082 8 42

Currency realignment – – (67) – 2Charge for the year – – 200 – 4Disposals – – – – –Write-off – – – – –

At 31 December 2007 – – 1,215 8 48

Net book valueAt 31 December 2006 1,090 826 4,297 – 12

At 31 December 2007 – 780 4,982 – 8

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OfficeLeasehold Plant and Tools and furniture and Computer Motor

improvements machinery equipment fittings equipment vehicles Total$’000 $’000 $’000 $’000 $’000 $’000 $’000

780 2,433 1,202 5,316 2,389 2,710 30,646(2) 101 (76) (151) 34 (59) (711)

294 67 495 643 702 515 3,408– 50 – 130 60 45 285– (1,200) (18) (127) (64) (442) (10,444)

1,072 1,451 1,603 5,811 3,121 2,769 23,18414 (67) (61) (61) (32) (24) (638)

215 291 652 519 783 686 3,237– – 187 13 – 6 206– – (4) (361) (150) (651) (1,166)– – – – – – –– – – (27) (7) – (34)

1,301 1,675 2,377 5,894 3,715 2,786 24,789

184 2,352 844 2,634 1,687 1,340 11,392– 99 (65) (31) 34 (38) (78)

339 43 241 507 448 506 2,565– (1,200) (16) (93) (58) (342) (3,332)

523 1,294 1,004 3,017 2,111 1,466 10,54712 (65) (45) (29) (46) (51) (289)

377 120 196 684 603 511 2,695– – (3) (360) (150) (521) (1,034)– – – (27) (5) – (32)

912 1,349 1,152 3,285 2,513 1,405 11,887

549 157 599 2,794 1,010 1,303 12,637

389 326 1,255 2,609 1,202 1,381 12,902

During the year, the Group acquired fixed assets with an aggregate fair value of $133,000 (2006 : $314,000)by means of finance leases during the financial year. The carrying amount of fixed assets held under finance leasesat the end of the financial year was $434,000 (2006 : $452,000).

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4. FIXED ASSETS (CONT’D)

Lease- Office Com-Lease- Lease- hold furniture puter

hold hold improve- and Equip- MotorCompany land building ments fittings ment vehicles Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000

CostAt 1 January 2006 2,125 6,468 201 114 326 301 9,535Additions – – – 4 17 – 21Disposals (2,125) (6,468) – (2) (31) – (8,626)

At 31 December 2006 and1 January 2007 – – 201 116 312 301 930

Additions – – 47 2 2 – 51Disposals – – – (16) (7) – (23)

At 31 December 2007 – – 248 102 307 301 958

Accumulated depreciationAt 1 January 2006 148 1,292 95 61 307 26 1,929Charge for the year 19 163 67 19 24 60 352Disposals (167) (1,455) – (2) (31) – (1,655)

At 31 December 2006 and1 January 2007 – – 162 78 300 86 626

Charge for the year – – 47 17 9 60 133Disposals – – – (16) (7) – (23)

At 31 December 2007 – – 209 79 302 146 736

Net book valueAt 31 December 2006 – – 39 38 12 215 304

At 31 December 2007 – – 39 23 5 155 222

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5. SUBSIDIARY COMPANIESCompany

2007 2006$’000 $’000

Unquoted ordinary shares, at cost 182,322 163,187Less : Impairment losses (8,197) (4,421)

Carrying amount of investments 174,125 158,766

Allowance for impairment lossesAt 1 January 4,421 4,421Charged for the year – –Transferred from impairment losses on investment in associated company # 3,776 –

8,197 4,421

# This relates to the transfer arising from the business combination of ESPC, the details of which are disclosedin the subsequent paragraphs. Impairment losses on the investment in associated company is furtherelaborated in Note 6.

Amounts due from subsidiary companies, current :-Trade 11,427 1,867Non-trade 3,320 5,736Short term loan 33,486 22,547

Amounts due from subsidiary companies, current 48,233 30,150

Amounts due from subsidiary companies denominated in foreign currencies included in the Company’s amountsdue from subsidiary companies are as follows :-

United States Dollars 3,807 1,451British Sterling Pounds 12,532 –Australia Dollars 3,137 2,845Euro 11,249 9,966

Amounts due to subsidiary companies, current :-Non-trade 7,310 5,524Short term loan 17,847 27,616

Amounts due to subsidiary companies, current 25,157 33,140

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5. SUBSIDIARY COMPANIESS (CONT’D)

Allowance for impairment losses (cont’d)Amounts due to subsidiary companies denominated in foreign currencies included in the Company’s amountsdue from subsidiary companies are as follows :-

Company2007 2006$’000 $’000

United States Dollars 2,521 4,263British Sterling Pounds 213 3,510

The amounts due from/to subsidiary companies are unsecured, interest-free and are repayable on demand.The short term loan due from subsidiary companies bears interest at 5.0% to 6.8% per annum (2006: 5%to 5.3%).

Acquisitions in 2007On 31 August 2007, the Group acquired Bosco Fabrication LLC, which is an unlisted company based in UnitedStates specialising in manufacture of custom panel enclosures and custom-built stainless steel and cold steelfabrication for the oil & gas industry.

From the date of acquisition, Bosco Fabrication LLC has contributed approximately $22,000 to the net profit ofthe Group. If the combination had taken place at the beginning of the year, the profit for the Group would havebeen approximately $42,379,000.

The allocation of the purchase price to the identifiable assets, liabilities and contingent liabilities acquired in thisbusiness combination is currently being determined and has not been completed. In the meantime, the provisionalgoodwill that results from the difference between the purchase price and the adjusted carrying amount of theassets and liabilities acquired amounts to $2,990,000 and is reported under intangible assets (Note 8).

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Acquisitions in 2007 (cont’d)The fair values of the identifiable assets and liabilities of the subsidiary as at the date of acquisition were:

CarringRecognised amount

on beforeacquistion combination

$’000 $’000

Property, plant and equipment 206 206Trade receivables 426 426

632 632

Trade payables (115) (115)

Net identifiable assets acquired 517 517

Goodwill arising on acquisition (Note 8) 2,990

Total purchase consideration 3,507

The total cost of the acquisition was approximately $3,507,000 and comprised cash settlement.

Cost of acquisition :Cash paid 3,507

Cash inflow on acquisition :Cash paid 3,507Net cash acquired with the subsidiary –

Net cash outflow on acquisition 3,507

Business Combination Achieved Without the Transfer of ConsiderationOn 31 December 2007, the Company’s associated company, Energy Storage and Power Corporation (“ESPC”)redeemed a total of 51,000 shares from its 3 other shareholders at approximately S$458,000 as at 31 December2007. As the redemption was funded using ESPC’s internal resources, the Company has effectively obtainedcontrol of ESPC without the transfer of any consideration.

No amount has been contributed to the net profit of ESPC as the date of acquisition is on 31 December 2007.If the combination had taken place at the beginning of the year, the profit for the Group would have beenapproximately $41,670,000.

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Acquisitions in 2007 (cont’d)The allocation of the purchase price to the identifiable assets, liabilities and contingent liabilities acquired in thisbusiness combination is currently being determined and has not been completed. In the meantime, the provisionalnegative goodwill that results from the difference between the purchase price and the adjusted carrying amountof the assets and liabilities acquired amounts to $3,327,000 and is reported under “other operating costs”in the profit and loss statement.

The fair values of the identifiable assets and liabilities of the subsidiary as at the date of acquisition were:



$’000 $’000

Intangibles 4,906 3,918Deferred tax asset 1,488 1,488Trade and other receivables 416 416Cash and cash equivalents 96 96

6,906 5,918

Deferred tax liability (382) –

Net identifiable assets acquired 6,524 5,918

Share of net identifiable assets equity accounted for (3,197)Negative goodwill arising on business combination (Note 24) (3,327)

Total purchase consideration –

There is no cost of acquisition as described above.

Cash inflow on acquisition :Cash paid –Net cash acquired with the subsidiary 96

Net cash inflow on acquisition 96

Aggregate net cashflow on acquisitions :Net cash outflow on acquisition of BOSCO (3,507)Net cash inflow on acquisition of ESPC 96

Aggregate net cashflow on acquisitions (3,411)

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Acquisitions in 2006On 5 December 2006 and 18 December 2006, the Group acquired Techno Trade SA, an unlisted company basedin Belgium specialising in the distribution and marketing of remote terminal units and CSE Scomagg Limited, anunlisted company based in United Kingdom, specialising in the design, installation and commissioning of controland management information system respectively.

The fair value of the identifiable assets and liabilities of Techno Trade SA and CSE Scomagg Limited as at the dateof the acquisition were:



$’000 $’000

Fixed assets (Note 4) 285 298Intangibles (Note 8) 3,608 _Trade receivables and other debtors 5,507 5,507Stocks and work-in-progress 1,383 1,383Cash and cash equivalents 15,754 15,754

26,537 22,942

Trade and other payables (2,348) (2,497)Long term liabilities (125) (125)Deferred tax liability (1,226) –Provision for taxation (3,091) (3,091)

(6,790) (5,713)

Net identifiable assets acquired 19,747 17,229

Goodwill arising on acquisitions (Note 8) 27,039

Total purchase consideration 46,786

Cash inflow on acquisition :Cash paid (15,660)Net cash acquired with the subsidiaries 15,754

Net cash inflow on acquisition 94

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Acquisitions in 2006 (cont’d)The fair value adjustments at 31 December 2006 were provisional as the Group had sought independent valuationfor the intangible asset owned by Techno Trade SA. The results of the valuation had not been received at the datethe 2006 accounts were approved for issue by management and some costs directly attributable to the acquisitionwere not available.

The valuation of the intangible asset and the invoices in respect of costs attributable to the acquisition werereceived by July 2007. The valuation indicated the fair value at the date of acquisition was $3,608,000, anincrease of $1,574,000 as compared to the provisional value.

The 2006 comparative information has been restated to reflect this adjustment. The value of the intellectualproperty rights, current liabilities and deferred tax liability arising increased by approximately $1,574,000, $411,000and $535,000 respectively. There was a corresponding reduction of fixed assets and goodwill arising on theacquisition of approximately $13,000 and $615,000 respectively.

6. ASSOCIATED COMPANIESGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Quoted shares, at cost 168 168 – –Unquoted shares, at cost 1,650 11,949 – 10,299

1,818 12,117 – 10,299Less: Impairment losses (566) (566) – –

1,252 11,551 – 10,299Share of net post-acquisition reserves 5,757 3,922 – –

Carrying amount of investments 7,009 15,473 – # 10,299

# The decrease is due to the transfer of the cost and impairment losses to Note 5 with the business combinationof ESPC.

Group2007 2006$’000 $’000

Market value of quoted shares at 31 December 8,846 8,576

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6. ASSOCIATED COMPANIES (CONT’D)

The summarised financial information of the associated companies is as follows:

Group2007 2006$’000 $’000

ResultsTurnover 17,597 14,970

Net profit for the year 4,172 1,001

Assets and liabilitiesNon-current assets 8,261 14,706Current assets 25,306 24,428

Total assets 33,567 39,134

Non-current liabilities 41 45Current liabilities 3,112 6,276

Total liabilities 3,153 6,321

Total assets and liabilities 30,414 32,813

Amounts due from associated companies :-Non-trade 6 61

Amounts due to associated companies :-Non-trade (2) –

The amounts due from/(to) associated companies are unsecured, interest-free and are repayable on demand.

Allowance for impairment losses

Group Company2007 2006 2007 2006$’000 $’000 $’000 $’000

At 1 January 566 566 – –Charge for the year 5,834 – 3,776 –Transferred on completion of acquisition # (5,834) – (3,776) –

At 31 December 566 566 – –

# Relates to impairment loss on goodwill arising from past acquisition of 49% interest in ESPC as discussedbelow which have been transferred to intangible assets on acquisition of the remaining 51% equity interestof ESPC (Note 5). Impairment loss at Company level has been transferred to impairment loss on investmentin subsidiaries.

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6. ASSOCIATED COMPANIES (CONT’D)

Impairment in associated companyDuring the financial year, the Company carried out a review of the recoverable amount of its investment in theassociated company, ESPC as the associated company has been making losses. An impairment loss of approximately$5.834 million representing the impairment of the goodwill in respect of the 49% interest held by the Companywas recorded. As the Company has effectively obtained control of ESPC without the transfer of any considerationas at 31 December 2007 (Note 5), the Company has provisionally assessed the fair value of the identifiableassets and liabilities as at 31 December 2007 and has recognized 51% of the fair value of net identifiable assetswhich amounted to $3.327 million as negative goodwill. The net impact of the impairment of goodwill as well asthe negative goodwill arising on the business combination amounting to $2.507 million has been recognized in“Other operating costs” line item for the financial year ended 31 December 2007. The recoverable amount ofthe investment in associated company was based on its value in use and the key assumptions used are abudgeted gross margin of 15% to 25% and the tax deductibility of the tax losses.

7. OTHER INVESTMENTGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Available-for-sale investment- Equity instruments (unquoted) at cost 190 – 190 –

8. INTANGIBLE ASSETSIntellectual

propertyGoodwill Licences rights Total

Group $’000 $’000 $’000 $’000

CostAt 1 January 2006 29,986 49 3,290 33,325Currency realignment (1,161) 6 – (1,155)Additions – 252 494 746Due to acquisition of subsidiaries 27,039 – 3,608 30,647

At 31 December 2006 and 1 January 2007 55,864 307 7,392 63,563Currency realignment (1,118) (8) 118 (1,008)Additions – – 1,377 1,377Transferred from previous associated company # 5,834 – – 5,834Due to acquisition of subsidiary 2,990 – 4,906 7,896

At 31 December 2007 63,570 299 13,793 77,662

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8. INTANGIBLE ASSETS (CONT’D)Intellectual

propertyGoodwill Licences rights Total

Group $’000 $’000 $’000 $’000

Accumulated amortisationAt 1 January 2006 – 49 309 358Currency realignment – 4 – 4Provided during the year – 15 238 253

At 31 December 2006 and 1 January 2007 – 68 547 615Currency realignment – (3) 4 1Transferred from previous associated company # 5,834 – – 5,834Provided during the year – 29 726 755

At 31 December 2007 5,834 94 1,277 7,205

Net carrying valueAt 31 December 2007 57,736 205 12,516 70,457

At 31 December 2006 55,864 239 6,845 62,948

Remaining amortisationperiod (years) – 2007 NA 8 9 to 12 NA

Remaining amortisationperiod (years) – 2006 NA 9 10 to 13 NA

# Relates to impairment loss on goodwill arising from past acquisition of 49% interest in ESPC which have beentransferred to intangible assets on acquisition of the remaining 51% equity interest of ESPC (Note 5).

Intellectual property rightsIntellectual property rights mainly relate to the rights and technology relating to the Kingfisher Remote TelemetryUnit (RTU) and the technology relating to the TBOXTM brand of RTU that were acquired in business combinationsand related product development costs incurred to further develop the technology. Included also in the amountare intellectual property rights relating to power augmentation and energy storage technology.

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8. INTANGIBLE ASSETS (CONT’D)Licenses

Company $’000

CostAt 1 January 2007 and 31 December 2007 147

Accumulated amortisationAt1 January 2007 15Provided during the year 29

At 31 December 2007 44

Net carrying valueAt 31 December 2007 103


Amortisation of licenses and intellectual property are included in the line “other operating costs” in the profitand loss statement.

Impairment testing of goodwillGoodwill acquired through business combinations has been allocated to the Group’s cash-generating units(CGU) identified according to each individual business unit, for impairment testing, as follows :-

Group2007 2006$’000 $’000

W-Industries, Inc. 15,674 13,539CSE-Servelec Group Limited 18,363 19,310CSE-Global (Australia) Pty Ltd 9,907 9,482CSE-Infotech Limited 1,282 1,282TransTel Engineering Pte Ltd 2,406 2,406CSE-EIS (Malaysia) Sdn Bhd 486 486CSE (Global) Belgium 9,618 9,359

57,736 55,864

The recoverable amounts of the CGUs are determined based on value-in-use calculations. The value-in-usecalculations use 5-years cash flow projections based on financial budgets approved by management. Managementhave considered and determined the factors applied in these financial budgets which include budgeted grossmargins and average growth rates. The budgeted gross margins are based on past performance and its expectationof market development. Average growth rates of 10% - 25% (2006: 10% - 20%) used are consistent withforecasts based on existing contracts and book orders. The discount rate applied is assumed at 10.4%(2006: 10.4%) for value-in-use calculations, which approximates the industry weighted average cost of capital.

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9. DEFERRED TAX ASSETS/LIABILITIESGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Deferred tax assets 3,993 1,630 17 763Deferred tax liabilities (4,115) (2,378) – –

(122) (748) 17 763

This can be analysed as follows :-Differences in depreciation and amortisation (1,678) (1,044) (10) (13)Difference in valuation of intangible asset (1) (1,505) (1,226) – –Provisions 692 756 28 –Unutilised tax losses and capital allowances 2,633 930 – 776Unremitted foreign sourced interest income (99) (218) (1) –Profits recognised on percentage of completion 294 – – –Development cost capitalised (472) – – –Other deferred tax assets 13 54 – –

(122) (748) 17 763

(1) Difference in the current financial year arose mainly as a result of preliminary purchase price allocationrelating to the business combination of ESPC.

As at 31 December 2007, the Group has unutilised tax losses amounting to approximately $4,467,000 (2006 :$6,655,000) and capital allowance amounting to $658,000 (2006 : $1,297,000) available for offset againstfuture profits, subject to agreement by tax authorities and compliance with tax regulations in the respectivecountries in which certain subsidiary companies operate.

At 31 December 2007, no deferred income tax liability has been recognised (2006 : $Nil) for taxes that would bepayable on the unremitted earnings of certain of the Group’s subsidiaries and associates, to the extent overwhich the Group has control over its remittance.

There are no income tax consequences attached to the payment of dividends by CSE Global Limited to theshareholders of the Company.

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10. PROJECTS-IN-PROGRESS, NETGroup

2007 2006$’000 $’000

Cost incurred and attributable profits less recognised losses 392,750 227,774Less: Progress billings (331,992) (164,616)

Amounts due from customers for contract work, net 60,758 63,158

Presented as :Gross amount due from customers for contract work 74,128 71,810Gross amount due to customers for contract work (13,370) (8,652)

60,758 63,158

11. STOCKSGroup

2007 2006$’000 $’000

Raw materials 3,093 2,336Stocks work-in-progress 182 1,688Finished goods 5,947 4,155Stocks in transit 190 194

Total stocks at lower of cost and net realisable value 9,412 8,373

Stocks are stated after deducting allowance for stock obsolescence 582 576

Allowance for stock obsolescenceBalance at 1 January 576 1,001Currency realignment (22) 10Allowance during the year 35 106Allowance written back (7) (541)

582 576

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12. TRADE AND OTHER DEBTORSGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Trade debtors 79,505 71,983 4,360 3,406Other debtors 1,141 1,834 4 28Deposits 503 436 79 80Staff loans and advances 235 257 – –Tax recoverable 727 1,545 – 356

Total trade and other debtors 82,111 76,055 4,443 3,870

Add :Amounts due from subsidiary companies (Note 5) – – 48,233 30,150Amounts due from associated

companies (Note 6) 6 61 – –Cash and cash equivalents (Note 27) 58,908 66,901 2,261 14,975

Total loans and receivables 141,025 143,017 54,937 48,995

Trade debtorsTrade debtors are non-interest bearing and are generally on 30 to 120 days’ terms. They are recognised at theiroriginal amounts which represent their fair values on initial recognition.

Included in the Group’s trade and other debtors balances at 31 December are the following foreign currencydenominated balances as follows:

Group2007 2006$’000 $’000

United States Dollars 48,694 40,647British Sterling Pounds 10,114 19,411Australia Dollars 12,559 5,919Euro 2,882 3,253

Receivables that are past due but not impairedThe Group has trade debtors amounting to $4,494,000 (2006: $3,430,000) that are past due date at thebalance sheet date but not impaired.

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12. TRADE AND OTHER DEBTORS (CONT’D)

Trade debtors (cont’d)Receivables that are impairedThe Group’s trade receivables that are impaired at the balance sheet date and the movement of the allowanceaccount used to record the impairment are as follows:

GroupIndividual impaired2007 2006$’000 $’000

Trade receivables – nominal amounts 716 443Less: Allowance for impairment (716) (443)

– –

Movement in allowance account :At 1 January 443 395Charge for the year 349 152Written back (21) (150)Exchange differences (55) 46


Trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors thatare in significant financial difficulties and have defaulted on payments. These receivables are not secured by anycollateral or credit enhancements.

At the balance sheet date, the Company have provided allowance for impairment of $283,000 (2006: $338,000)in respect of the unsecured loan to an associated company and a subsidiary company with the nominalamount of the loan extended to be approximately $347,000 (2006: $338,000). The associated company hasbeen suffering significant financial losses in past few years. The subsidiary company is currently under-going thederegistration process.

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13. DERIVATIVE FINANCIAL INSTRUMENTSGroup and Company

2007 2006Assets Liabilities Assets Liabilities$’000 $’000 $’000 $’000

Forward currency contracts # (Note 32) – – – (34)Forward currency contracts * (Note 32) – – 207 –

Total held for trading assets/ (liabilities) – – 207 (34)

# These are designated as fair value through profit and loss financial instruments.* This is designated as a hedging instrument in the hedge of a net investment in a subsidiary.

In the previous financial year, the settlement dates on open forward contracts ranged between 1 to 6 months.

14. TRADE CREDITORS AND ACCRUALSGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Trade creditors and accruals 63,514 95,140 5,230 4,280

Add :Amounts due to subsidiaries (Note 5) – – 25,157 33,140Amounts due to associated company 2 – – –Finance leases (Note 29) 579 644 – –Amounts due to bankers (Note 15) 99,632 97,746 98,091 82,348

Total financial liabilities carried atamortised cost 163,727 193,530 128,478 119,768

Trade creditors and accruals denominated in foreign currencies included in the Group’s trade creditors andaccruals at 31 December are as follows:

Group Company2007 2006 2007 2006$’000 $’000 $’000 $’000

United States Dollars 24,768 14,687 – –British Sterling Pounds 13,315 41,760 – –Australia Dollars 9,369 7,539 – –Euro 1,973 2,221 – –

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15. AMOUNTS DUE TO BANKERSGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Short term loans, unsecured- Singapore Dollars 24,500 34,850 24,500 31,850- British Sterling Pounds 8,639 9,092 8,639 9,092- United States Dollars 21,730 30,443 20,276 18,045- Euro 16,182 15,660 16,095 15,660- Australia Dollars 7,592 – 7,592 –

Current portion of long term loans, unsecured- United States Dollars 1,817 – 1,817 –

80,460 90,045 78,919 74,647

Long term loans, unsecured- Singapore Dollars 5,000 – 5,000 –- United States Dollars 14,172 7,701 14,172 7,701

19,172 7,701 19,172 7,701

Total amounts due to bankers 99,632 97,746 98,091 82,348

The unsecured short term loans of the Company and of the Group bear interest at 3.03% - 7.90%(2006 : 4.06% - 6.87%) per annum.

The unsecured long term loans of the Company and of the Group bear interest ranging between 3.71% - 6.30%(2006 : 6.25% - 6.33%) per annum and is repayable from June 2008. These floating rate loans fix interest ratesbased on the prevailing market rate at intervals of 6 months.

16. PROVISION FOR WARRANTIESGroup

2007 2006$’000 $’000

Balance at 1 January 1,286 1,594Currency realignment (9) 12Provision during the year 920 686Provision written back (524) (630)Provision utilised (103) (376)

1,570 1,286

Provision for warranties relates to estimated costs for possible rectification work during the warranty period ofthe project-in-progress. The provision for such costs is based on estimates made from historical data associatedwith similar projects.

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17. SHARE CAPITALGroup and Company

2007 2006No. of shares No. of shares

$’000 $’000 $’000 $’000

At 1 January 335,101,907 88,412 329,812,907 16,491Exercise of employee share options 3,739,250 1,400 5,289,000 2,559

338,841,157 89,817 335,101,907 19,050Bonus issue 167,931,445 – – –Transfer from share-based payment

reserve to share capital – 531 – 814Transfer of share premium to

share capital – – – 68,548

At 31 December 506,772,602 90,343 335,101,907 88,412

On 14 May 2007, there was a bonus issue of 167,931,445 shares in the capital of the Company on the basis ofone (1) bonus share for every two (2) ordinary shares in the capital of the Company held by the existing shareholdersof the Company.

As at 31 December 2007, there was a total issue of 3,739,250 shares in the capital of the Company arising fromthe exercise of options to subscribe for 3,483,500 and 255,750 ordinary shares in the capital of the Companyunder the CSE Global Limited Executives’ Share Option Plan and the CSE (U.S. Subsidiaries) Incentive StockOption Plan respectively.

All the shares issued under the bonus issue and share option schemes rank pari passu in all respects with theexisting issued ordinary shares of the Company.

The holders of ordinary shares are entitled to receive dividends when declared by the Company. All ordinaryshares carry one vote per share without restriction.

In accordance with the Companies’ (Amendment) Act 2005, on 30 January 2006, the concepts of “par value”and “authorised capital” was abolished and on that date, the shares of the Company ceased to have a parvalue. The outstanding amount standing in the share premium reserve had become part of the Company’sshare capital.

The Company grants share options to Directors and full time employees of the Company and of the Grouppursuant to the following share options schemes :-

(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to 9 October 2001; and(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”).

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17. SHARE CAPITAL (CON’T)

Details of the share option schemes and the respective share options existing as at 31 December 2007 aredisclosed in the following :-

(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to9 October 2001

Under the Company’s CSE ESOS subsequent to 9 October 2001, the share options that are granted as at31 December 2007 are as follows :-



31 October 267,000 67,500 (7,500) (327,000) – $0.2048 31 October 20042002 1 to

31 October 2007

31 December 5,254,000 2,301,000 (23,000) (3,156,500) 4,375,500 $0.3533 31 December 20052003 to

31 December 2008

5,521,000 2,368,500 (30,500) (3,483,500) 4,375,500

1 These share options have not been recognised in accordance with FRS 102 as they were granted before22 November 2002.

The terms of the share options granted under the CSE ESOS subsequent to 9 October 2001 to theDirectors of the Company are the same as those granted to the employees of the Group and they aredisclosed below.

Only Directors and full time employees of the Group who have attained the age of twenty one (21) yearsare eligible to participate in the CSE ESOS subsequent to 9 October 2001. Each option entitles theparticipant to subscribe for a number of new ordinary shares in the Company pre-determined at the dateof grant. The options are granted in consideration of $1.00 per option for all the shares in respect ofwhich the option is granted. The shares under option may be exercised in full or in blocks of 1,000 sharesor a multiple thereof on the payment of the exercise price. The participants to whom the options havebeen granted do not have the right to participate by virtue of the options in a share issue of any othercompany. Options granted are cancelled when the participant ceases to be a full-time employee of theCompany or any corporation in the Group subject to certain exceptions at the discretion of the Company.The exercise of the options is also subjected to the satisfactory performance of the participant’s duties.

For all the options that are granted under CSE ESOS subsequent to 9 October 2001, those options may beexercised within a period commencing after the second anniversary of the date of grant and expiring onthe fifth anniversary of the date of grant.

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(i) CSE Global Limited Executives’ Share Option Scheme (“CSE ESOS”) subsequent to9 October 2001 (cont’d)For all the options that are granted under CSE ESOS subsequent to 9 October 2001, the subscription priceat which a participant subscribes for new ordinary shares of the Company upon the exercise of the optiongranted shall be at a discount of between zero (0) percent and twenty (20) per cent of the average of thelast dealt prices for an ordinary share of the Company, as determined by reference to the daily Official Listpublished by the Singapore Exchange Securities Trading Limited, for the five (5) consecutive trading daysimmediately preceding the date of grant of the option, or the previous nominal value of the ordinaryshares of $0.05 each of the Company, whichever is higher.

The quantum of the discount shall be equal to the compounded rate of growth (expressed in percentageterms) of the Group’s audited profit before tax and extraordinary items for two (2) consecutive financialyears beginning from the financial year in which the date of grant falls. The discount shall, in no event,exceed twenty (20) per cent, notwithstanding that the compounded rate of growth may exceed twenty(20) per cent. No discount shall be given if the compounded rate of growth is nil or negative.

The subscription prices of the share options issued under CSE ESOS subsequent to 9 October 2001 areentitled to a maximum discount of 20%. The determination of the quantum of the 20% discount on thesubscription prices of share options issued under CSE ESOS subsequent to 9 October 2001 is based onthe performance of the CSE Group for the two consecutive financial years beginning from the financialyear in which the date of grant falls. The quantum of the discount on the subscription prices of shareoptions issued under CSE ESOS subsequent to 9 October 2001 is only determined on the respectivevesting dates.

(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”)Under the Company’s US Plan, the number and movement in share options as at 31 December 2007 areas follows :-



31 October 67,000 33,500 – (100,500) – $0.2560 31 October 20042002 1 to

31 October 2007

31 December 142,000 71,000 – (155,250) 57,750 $0.4320 31 December 20052003 to

31 December 2008

209,000 104,500 – (225,750) 57,750

1 These share options have not been recognised in accordance with FRS 102 as they were granted before22 November 2002.

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(ii) CSE (US Subsidiaries) Incentive Stock Option Plan (“US Plan”) (cont’d)Only full time employees of the subsidiary companies of the Group incorporated in any state of the UnitedStates of America who have attained the age of twenty one (21) years are eligible to participate in the USPlan, except for the employees who were already holding options that are granted under the CSE ESOS atthe time the US Plan was adopted by the Company. Each option entitles the participant to subscribe fora number of new ordinary shares in the Company pre-determined at the date of grant. The shares underoption may be exercised in full or in blocks of 1,000 shares or a multiple thereof on the payment of theexercise price. The participants to whom the options have been granted do not have the right to participateby virtue of the options in a share issue of any other company. Options granted are cancelled when theparticipant ceases to be a full-time employee of the subsidiary companies of the Group incorporated inany state of the United States of America subject to certain exceptions at the discretion of the Company.The exercise of the options is also subjected to the satisfactory performance of the participant’s duties.

The options granted under the US Plan may be exercised within a period commencing after the secondanniversary of the date of grant and expiring on the fifth anniversary of the date of grant.

The subscription price at which a participant subscribes for new ordinary shares of the Company upon theexercise of the option granted under the US Plan shall be the average of the last dealt prices for anordinary share of the Company, as determined by reference to the daily Official List published by theSingapore Exchange Securities Trading Limited, for the five (5) consecutive trading days immediatelypreceding the date of grant of the option, or the previous nominal value of the ordinary shares of $0.05each of the Company, whichever is higher. The subscription prices of the share options issued under USPlan are not entitled to any form of discounts.

The weighted average share price for the shares exercised for the financial year ended 31 December 2007and 2006 are as shown below :

2007 2006

CSE ESOS subsequent to 9 October 2001 granted on31 December 2003

Weighted average share price ($) 1.3047 0.9737

US Plan granted on 31 December 2003Weighted average share price ($) 1.2570 0.9807

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18. OTHER RESERVESGroup and Company2007 2006$’000 $’000

Hedging reserve – –Share-based payment reserve 653 1,189

653 1,189

(a) Hedging reserveAt 1 January – (1,186)Net fair value changes on cash flow hedges – 1,186

At 31 December – –

(b) Share-based payment reserveAt 1 January 1,189 2,003Exercise of share options (531) (814Cancellation of share options (5) –

At 31 December 653 1,189

Hedging reserveHedging reserve records the cumulative fair value changes on the derivative financial instruments designated ashedging instruments in cash flow hedges that is determined to be an effective hedge.

Share-based payment reserveShare-based payment reserve represents the equity-settled share options granted to employees. The reserve ismade up of the cumulative value of services received from employees recorded on grant of equity-settledshare options.

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19. FOREIGN CURRENCY TRANSLATION RESERVE

The foreign currency translation reserve is used to record exchange differences arising from the translation of thefinancial statements of foreign operations whose functional currencies are different from that of the Group’spresentation currency.

20. REVENUES

Revenues mainly represent the revenue recognised on projects-in-progress.

21. MISCELLANEOUS INCOMEGroup

2007 2006$’000 $’000

Rental income 206 83Commission income 29 47Miscellaneous income 209 555

444 685

22. FINANCE INCOME

Interest income – short-term deposits 1,302 826

23. FINANCE COSTS

Interest expense – bank loans 5,510 4,005Bank charges 426 305

5,936 4,310

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24. PROFIT BEFORE TAXATIONGroup

2007 2006$’000 $’000

The following items have been included in arriving at profit before taxation :-Non-audit services paid to : -

Auditors of the Company 57 98Other auditors of subsidiary companies 25 13

Impairment of investment in associated company 5,834 –Negative goodwill arising from business combination (3,327) –Depreciation of fixed assets 2,695 2,565Gain on disposal of fixed assets (128) (434)Amortisation of intangible assets 755 253Allowance for stock obsolescence 28 –Allowance/(write-back of allowance) for doubtful trade debts, net 265 (21)Bad trade debts written off directly to the profit and loss – 23Provision for warranties, net 396 56Personnel and related costs comprising :-

Salaries and bonuses 42,780 35,865Employees’ provident fund 3,212 1,799Share-based payment expense written back (5) –Other personnel and related costs 4,196 3,993

Directors’ fees- Directors of the Company 229 190

Net exchange loss 932 977 Fair value changes in value of derivative financial instruments 34 (275)

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25. TAXATION

The major components of income tax expense for the years ended 31 December are :Group

2007 2006$’000 $’000

Current taxation :- Singapore 2,736 1,713- Foreign 11,160 7,714

Deferred taxation :- Singapore (98) (295)- Foreign 533 430

14,331 9,562Withholding tax 811 1,071Under/(over)provision for prior years’ taxation – current 496 (325)Underprovision for prior years’ taxation – deferred 41 435

Taxation 15,679 10,743

A reconciliation between the tax expense and the product of accounting profit before taxation multiplied by theapplicable tax rate for the financial years ended 31 December can be analysed as follows :

Profit before taxation(excluding share of results of associated companies) 57,172 39,681

Taxation at statutory tax rate of 18.0% (2006 : 20.0%) 10,291 7,936Adjustments :

Expenses not deductible for tax purposes 736 1,064Temporary differences previously not recognised, now recognised – 7Utilisation of tax losses and capital allowance previously not recognised (386) (33)Income not subjected to taxation (846) (2,995)Deferred tax assets not recognised 57 26Unabsorbed losses transferred under Group relief (182) –Different effective tax rates of other countries 4,678 3,557Effect of change in tax rate (22) –Others 5 –

14,331 9,562

Share of profit of associated companies is net of tax amounting to 5 10

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25. TAXATION (CONT’D)

The corporate income tax rate applicable to Singapore companies of the Group was reduced to 18% for the yearof assessment 2008 onwards from 20% for year of assessment 2007. The corporate income tax rate applicableto Malaysian companies of the Group was reduced from 28% to 27% and 26% for the year of assessment 2007and the year of assessment 2008 onwards respectively.

26. EARNINGS PER SHARE

Basic earnings per shareBasic earnings per share amounts are calculated by dividing profit for the financial year that is attributable toordinary equity holders of the company by the weighted average number of ordinary shares outstanding duringthe financial year.

Diluted earnings per share amounts are calculated by dividing profit for the financial year that is attributable toordinary equity holders of the company by the weighted average number of ordinary shares outstanding duringthe financial year plus the weighted average number of ordinary shares that would be issued on the conversionof all the dilutive potential ordinary shares into ordinary shares.

The following tables reflect the profit and loss account and share data used in the computation of basic anddiluted earnings per share for the years ended 31 December:

Group2007 2006$’000 $’000

Profit for the year attributable to ordinary equity holders of the Companyused in computation of basic and diluted earnings per share 42,059 29,123

No. of shares2007 2006

Weighted average number of shares for basic earningsper share computation :-

Outstanding during the year 335,101,907 329,812,907Bonus issue # 167,550,954 164,906,454Issued during the year 2,448,712 5,151,936

505,101,573 499,871,297

# Number of shares outstanding during the financial year ended 31 December 2006 have been retrospectivelyadjusted to account for the bonus issue in financial year ended 31 December 2007 for comparative purpose.

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26. EARNINGS PER SHARE (CONT’D)

Diluted earnings per shareThe weighted average number of ordinary shares adjusted for the effect of all dilutive potential ordinary sharesis determined as follows :-

No. of shares2007 2006

Weighted average number of shares outstanding during the year,used in the computation of basic earnings per share 505,101,573 499,871,297

Weighted average number of unissued ordinary sharesunder share options 6,123,184 8,511,555

Number of shares that would have been issued at fair value under share options (1,604,893) (3,701,391)

Weighted average number of ordinary shares adjusted for the effect of dilution 509,619,864 504,681,461

27. CASH AND CASH EQUIVALENTSGroup Company

2007 2006 2007 2006$’000 $’000 $’000 $’000

Short-term deposits 8,771 4,306 – –Cash and bank balances 50,137 62,595 2,261 14,975

58,908 66,901 2,261 14,975

Cash and cash equivalents denominated in foreign currencies included in the Group’s cash and cash equivalentsbalance at 31 December are as follows :

Group2007 2006$’000 $’000

United States Dollars 28,986 20,309British Sterling Pounds 12,791 20,144Australia Dollars 6,398 4,242Euro 2,876 2,512

Included in the Company’s cash and cash equivalents balance at 31 December 2007 is an amount of approximately$264,000 (2006 : $168,000) denominated in US Dollars.

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28. SEGMENT INFORMATION

Reporting formatThe primary segment reporting format is determined to be business segments as the Group’s risks and rates ofreturn are affected predominantly by differences in the products and services produced. Secondary information isreported geographically. The operating businesses are organised and managed separately according to the natureof the products and services provided, with each segment representing a strategic business unit that offersdifferent products and serves different markets.

Business segmentsThe primary operating segment format is not separately presented as the Group only has one businesssegment. The Group is in the business of systems integration solution and the provision of computer networksystems. The provision of these services provide the Group with similar risks and rates of returns. For this reason,the management and the directors are of the opinion that the Group only has one business segment.

Geographical segmentsThe turnover by geographical segments is based on the location of customers regardless of where the goodsare produced. The assets and capital expenditure are based on the location of those assets.

Allocation basisSegment revenue and assets include items directly attributable to a segment as well as those that can beallocated on a reasonable basis.

Segment accounting policies are the same as the policies of the Group as described in Note 2.

Geographical segmentsThe following table presents revenue and expenditure information regarding geographical segments for the yearended 31 December 2007 and 2006 :

Europe/Asia-Pacific America Middle East Consolidated

2007 2006 2007 2006 2007 2006 2007 2006$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Segment revenue :-Sales to externalcustomers 106,321 104,519 156,476 151,995 141,899 77,958 404,696 334,472

Total assets 142,639 153,403 100,346 84,625 79,530 76,712 322,515 314,740

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28. SEGMENT INFORMATION (CONT’D)

Geographical segments (cont’d)Projects in Asia-Pacific cover countries such as Singapore, China, Hong Kong, Korea, Japan, Thailand, Malaysia,Indonesia and Vietnam and Australia.

Europe/Asia-Pacific America Middle East Consolidated

2007 2006 2007 2006 2007 2006 2007 2006$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Other Segment Information :-Capital expenditure 1,154 1,770 6,233 1,511 3,943 2,987 11,330 6,268

29. COMMITMENTS

(a) Operating lease commitments – As lesseeAs at the balance sheet date, the Group has the following minimum lease payments under non-cancellableoperating lease on premises and equipment with initial or remaining term of one year or more :-

Group2007 2006$’000 $’000

Payable within 1 year 3,807 3,024Payable later than 1 year but not later than 5 years 8,843 8,188Payable later than 5 years 6,534 3,297

19,184 14,509

Rental expenses (principally for offices and equipment) 4,448 3,281

The Group leases a number of office premises under operating leases. These leases typically run for an initialtenure of between one to ten years. Certain leases include options to renew the leases after the expiry of theinitial tenure. Lease payments under these leases are usually fixed for the entire initial tenure.

The leases generally do not contain any escalation clauses with the exception of one lease which providesfor an increase in rental at a fixed rate of 7% over the preceding year’s rent at the commencement of the4th and 7th year of lease term. There are no restrictions placed upon the Group or the Company by enteringinto these leases.

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29. COMMITMENTS (CONT’D)

(b) Operating lease commitments – As lessorAs at the balance sheet date, the Group and Company have the following minimum lease receivablesunder non-cancellable operating lease on rental premises located within its leasehold building with aremaining term of one year or more :-

Group2007 2006$’000 $’000

Receivable within 1 year 433 121Receivable later than 1 year but not later than 5 years 687 142

1,120 263

Rental income (Note 21) 206 83

(c) Finance lease commitmentsThe Group conducts a portion of its operations from leased office equipments and motor vehicles. Theseleases are classified as finance leases and expire over the next four years.

As at the balance sheet date, the Group has the following future minimum lease payments under financeleases together with the present value of the net minimum lease payments on equipment with initial orremaining term of one year or more :-

GroupTotal Total

minimum Present minimum Presentlease value of lease value of

payments payments payments payments2007 2006 2007 2006$’000 $’000 $’000 $’000

Payable within 1 year 236 199 258 220Payable later than 1 year but

not later than 5 years 419 380 470 424

655 579 728 644Less: Amounts representing finance charges (76) – (84) –

Present value of minimum lease payments 579 579 644 644

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29. COMMITMENTS (CONT’D)

(c) Finance lease commitments (cont’d)Included in lease creditors of the Group is an amount of approximately $458,000 (2006 : $631,000)denominated in Australian dollars.

The finance leases do not contain any escalation clauses and do not provide for contingent rents.Lease terms do not contain restrictions on the Group’s activities concerning dividends, additional debt orentering into other leases agreements.

30. KEY MANAGEMENT PERSONNEL COMPENSATIONGroup

2007 2006$’000 $’000

Directors of the Group :-Short-term employee benefits * 7,947 5,815Fees paid 229 190

8,176 6,005

Key executive officers :-Short-term employee benefits * 5,410 3,725

* Comprising employees’ provident fund contributions made to:-- Directors of the Group 268 181- Key executive officers 114 130

382 311

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments, other than derivative financial instruments, comprise bankers’guarantees, performance bonds, bank loans, finance leases, and cash and short term deposits. The main purposeof these financial instruments is to finance the Group’s operations. All financial transactions with the banks aregoverned by banking facilities duly accepted with Board of Directors resolutions with banking mandates whichdefine the permitted financial instruments and facilities limits, approved by the Board of Directors. All financialtransactions require dual signatories. The Group has various other financial assets and liabilities such as tradereceivables and trade payables, which arise directly from its operations.

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31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

Exposure to foreign currency risk, credit risk, interest rate risk and liquidity risk arise in the normal course of theGroup’s business. The Group uses pre-dominantly foreign exchange forward contracts in connection with its riskmanagement activities to reduce the Group’s exposure to fluctuations in foreign exchange rates. While these aresubject to the risk of market rates changing subsequent to the contract date, such changes are generally offset bythe opposite effects on the items being hedged. The Group does not hold any foreign exchange forward contractsfor trading or speculative purposes.

The Group has established processes to monitor and control hedging transactions in respect of the foreignexchange forward contracts on a timely and effective manner as part of the Group’s risk management procedures.These risk management processes are reviewed by the management on a periodic basis to ensure its effectivenessin managing the Group’s risk in respect of the above.

The Group’s accounting policies in relation to derivative financial instruments are set out in Note 2.25.

Foreign currency riskThe Group has transactional currency exposures arising from sales or purchases that are denominated in acurrency other than the respective functional currencies of Group entities, primarily SGD, U.S. Dollars (USD),British Pound (GBP), Euro Dollars (EUR), and Australia Dollars (AUD). Approximately 77% (2006: 71%) of theGroup’s sales are denominated in functional currencies whilst approximately 75% (2006: 71%) of costs includingtaxes are denominated in their respective functional currencies of the Group entities. The Group’s trade debtorsand trade creditors balances at the balance sheet date have similar exposures with 76% (2006: 83%) and 69%(2006: 76%) are denominated in their respective functional currencies respectively.

The Group and the Company also hold cash and cash equivalents denominated in non functional currency forworking capital purposes. At the balance sheet date, such these balances (mainly USD) amount to $7,782,000and $365,000 for the Group and the Company respectively.

The Group is exposed to currency translation risk as it consolidates revenue, expenses and profit from its foreignsubsidiaries, in United Kingdom (UK), America (US), Australia, Malaysia, Belgium, Thailand, People’s Republic ofChina, India and Indonesia, at average exchange rates for the year, which approximates the exchange rates ofthe dates of transactions.

The Group is also exposed to currency translation risk arising from its net investment, including United Kingdom(UK), America (US), Australia, Malaysia, Belgium, Thailand, People’s Republic of China, India and Indonesia.The Group’s investment in its UK, Australia and Belgium subsidiaries are hedged by a GBP, AUD & EUR denominatedbank loan, which mitigates structural currency exposure arising from the subsidiary’s initial net assets. The Group’snet investment in the rest of the foreign subsidiaries are not hedged as currency positions in USD, MalaysiaRinggit, Thai Baht, Indonesia Rupee, India Rupee and Renminbi are considered to be long-term in nature.

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Foreign currency risk (cont’d)Sensitivity analysis for foreign currency riskThe following table demonstrates the sensitivity of 1% change in the USD, GBP, AUD and EUR, with all othervariables held constant, on the Group’s profit net of tax and equity.

GroupTransactional exposure

2007 2006S$’000 S$’000 S$’000 S$’000Profit Profit

after tax Equity after tax Equity

Against SGDUSD Strengthened (204) – (168) –

Weakened 204 – 168 –

GBP Strengthened (92) – (49) –Weakened 92 – 49 –

AUD Strengthened (77) – – –Weakened 77 – – –

EUR Strengthened (162) – (172) –Weakened 162 – 172 –

Credit riskCredit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default onits obligations. The Group’s exposure to credit risk arises primarily from trade receivables. For other financialassets, the Group minimise credit risk by dealing exclusively with high credit rating counterparties.

In the aspect of credit risk arising from the inability of customers of the Group to make payments when theirreceivables fall due, it is the Group’s policy to provide credit terms to creditworthy and reputable customers.These receivables are continually monitored on an ongoing basis to ensure that issues arising from non-collectibilityare minimised. Therefore, the Group does not expect material credit losses on its debts with customers.

In the aspect of credit risk arising from the Group’s foreign exchange forward contracts, it is the Group’s policy toenter into foreign exchange forward contracts with a diversity of creditworthy and reputable financial institutions.Therefore, the Group does not expect material credit losses on its foreign exchange forward contracts.

Exposure to credit riskThe Group’s maximum exposure to credit risk, in the event that the counter-parties to the transactions with theGroup fail to perform their obligations as of balance sheet date in relation to each class of recognised financialassets, is the carrying amount of those assets as indicated in the balance sheet, and is generally limited to theamounts, if any, by which the counter-parties’ obligations exceed the obligations of the Group.

The Group has no significant concentration of credit risk.

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Credit risk (cont’d)Credit risk concentration profileThe Group determines concentrations of credit risk by monitoring the geographical segments profile of its tradereceivables on an on-going basis. The credit risk concentration profile of the Group’s trade at the balance sheetdate is as follows:

Group2007 2006

$’000 % of total $’000 % of total

By geographical segments:Asia-Pacific 24,697 31 15,109 21The Americas 29,888 38 29,820 41Europe/Middle East/Africa 24,920 31 27,054 38

Total 79,505 100 71,983 100

Financial assets that are neither past due nor impairedTrade and other receivables that are neither past due nor impaired are creditworthy debtors with good paymentrecord with the Group. Cash and cash equivalents are placed with or entered into with reputable financialinstitutions or companies with high credit ratings and no history of default.

Information regarding financial assets that are either past due or impaired is disclosed in Note 12.

Interest rate riskInterest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financialinstruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposureto interest rate risk arises primarily from their loans and borrowings, interest-bearing loans given to relatedcompanies and bank deposits. The Company’s loan at floating rate given to related parties from a natural hedgefor its current floating rate bank loan. All the Group’s and Company’s financial assets and liabilities at floatingrates are contractually repriced at intervals of less than 6 months (2006: less than 6 months) from the balancesheet date.

The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts. The Group took 7.3%and 7.9% of its loans and borrowings at fixed rate of interest for financial ended 31 December 2007 and31 December 2006.

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Interest rate risk (cont’d)Sensitivity analysis for interest rate riskThe following table demonstrates the sensitivity to 1% change in the interest rates lower/higher with all othervariables held constant on the Group’s profit net of tax.

Group2007 2006

$’000 $’000 $’000 $’000Profit Profit

after tax Equity after tax Equity

SGD Increase in 1% interest rate (242) – (279) –Decrease in 1% interest rate 242 – 279 –

USD Increase in 1% interest rate (221) – (235) –Decrease in 1% interest rate 221 – 235 –

GBP Increase in 1% interest rate (71) – (71) –Decrease in 1% interest rate 71 – 71 –

EUR Increase in 1% interest rate (132) – (125) –Decrease in 1% interest rate 132 – 125 –

AUD Increase in 1% interest rate (62) – (36) –Decrease in 1% interest rate 62 – 36 –

Liquidity riskLiquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligationsdue to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatchesof the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain abalance between continuity of funding and flexibility through the use of stand-by credit facilities.

The Group’s and the Company’s liquidity risk management policy is to maintain sufficient liquid financialassets and stand-by credit facilities with 11 different banks. At the balance sheet date, approximately 81%(2006: 92%) of the Group’s loans and borrowings (Note 15) will mature in less than one year based on thecarrying amount reflected in the financial statements. Approximately 80% (2006: 91%) of the Company’sloans and borrowings will mature in less than one year at the balance sheet date.

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Liquidity risk (cont’d)The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at thebalance sheet date based on contractual undiscounted payments

Group Company2007 2006 2007 2006$’000 $’000 $’000 $’000

1 year 1 to 1 year 1 to 1 year 1 to 1 year 1 toor less 5 years Total or less 5 years Total or less 5 years Total or less 5 years Total

Trade and otherpayable 63,514 – 63,514 95,140 – 95,140 5,230 – 5,230 4,280 – 4,280

Finance leases 236 419 655 258 470 728 – – – – – –

Loans and borrowings 80,460 19,172 99,632 90,045 7,701 97,746 78,919 19,172 98,091 74,647 7,701 82,348

144,210 19,591 163,801 185,443 8,171 193,614 84,149 19,172 103,321 78,927 7,701 86,628

32. FINANCIAL INSTRUMENTS

Fair valueThe fair value of a financial instrument is the amount at which the instrument could be exchanged or settledbetween knowledgeable and willing parties in an arm’s length transaction, other than in a forced orliquidation sale.

Financial instruments whose carrying amount approximate fair valueManagement has determined that the carrying amounts of cash and short term deposits, current trade and otherreceivables, current trade and other payables and current bank loans, based on their notional amounts, reasonablyapproximate their fair values because these are mostly short term in nature or are repriced frequently.

Management has determined that the carrying amounts of the non-current portions of the finance leases amountingto $380,000 (2006 : $424,000) approximate their fair values.

Financial instruments carried at costFair value information has not been disclosed for the Group’s investment in equity instrument that is carried atcost (Note 7) because the fair value cannot be measured reliably. This equity instrument represent ordinaryshares in an US company that is not quoted on any market and does not have any comparable industry peer thatis listed. The Group does not intend to dispose of this investment in the foreseeable future.

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32. FINANCIAL INSTRUMENTS (CONT’D)

Fair value (cont’d)Derivative financial instruments and hedging activitiesDerivative financial instruments included in the balance sheets of the Group and Company at 31 December areas follows:

Group and Company2007 2006

Assets Liabilities Assets Liabilities$’000 $’000 $’000 $’000

Forward currency contracts – – 207 (34)

(i) Derivative financial instruments fair valued through profit and lossIn the previous financial year, the Group and Company held forward currency contracts which are fairvalued through profit and loss. The terms of these contracts are as follows:

ExchangeMaturity Rate

2006Forward contracts:-BuyUSD 250,000 6.6.2007# US$/S$1.59USD 250,000 6.6.2007# US$/S$1.60

# These contracts mature on a monthly basis with the ultimate maturity date on 6 June 2007.

33. CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios inorder to support its business activities and maximise shareholders’ value.

The Group manages its capital structure through an issue of new shares, adjustment of the dividend payout andreturning capital to the shareholders. No changes were made in the objectives, policies or processes during theyears ended 31 December 2007 and 31 December 2006.

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33. CAPITAL MANAGEMENT (CONT’D)

The Group monitors capital using a gearing ratio, which is computed by dividing net loans and borrowing byequity attributable to the equity holders of the parent. The Group does not have a target gearing ratio. Net loansand borrowings is defined as amounts due to bankers less cash and cash equivalents.

The Group and the Company are in compliance with all externally imposed capital requirements for the financialyears ended 31 December 2007 and 2006.

Group2007 2006$’000 $’000

Amounts due to bankers (Note 15) 99,632 97,746Less: Cash and cash equivalents (Note 27) (58,908) (66,901)

Net loans and borrowings 40,724 30,845

Equity attributable to the equity holders of the parent 136,365 108,387Capital and net loans and borrowing 177,089 139,232

Gearing ratio 30% 28%

34. DIVIDENDSGroup and Company2007 2006$’000 $’000

Final exempt (one-tier) dividend for 2006 of $0.035 per ordinary share 11,755 –Final exempt (one-tier) dividend for 2005 of $0.025 per ordinary share – 8,321

11,755 8,321

The proposed first and final tax exempt dividends of $0.035 cents per ordinary share to be paid in respect of thefinancial year ended 31 December 2007 have not been recognised as a liability as at year-end as it is subject toapproval at the Annual General Meeting of the Company.

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35. COMPARATIVES

Comparatives in the financial statements have been changed from the previous financial year to be consistentwith current year presentation of accrued billings in projects to work-in-progress in accordance with FRS 11Construction Contracts.

Group31.12.2006

31.12.2006 asas previously

restated reported$’000 $’000

Balance SheetProjects-in-progress (current asset) 71,810 12,216Trade and other debtors 76,055 132,773Projects-in-progress (current liability) 8,652 5,776Trade creditors and accruals 95,140 94,475Provision for warranties 1,286 1,540

36. AUTHORISATION OF FINANCIAL STATEMENTS

The financial statements of CSE Global Limited for the financial year ended 31 December 2007 were authorisedfor issue in accordance with a resolution of the Directors on 18 March 2008.

Global Reports LLC



Global Reports LLC



CSE Global LtdNo. 2 Ubi View Singapore 408556 Tel: (65) 6512 0333 Fax: (65) 6742 9179Web: http://www.cse-global.com Co. Reg. No.: 198703851D

Global Reports LLC

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