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EY Xyz Holdings Singapore Limited 2014

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  • XYZ Holdings (Singapore) Limited

    Preface

    About this publication

    XYZ Holdings (Singapore) Limited

    This publication includes the following components:

    XYZ Holdings (Singapore) Limited (XYZ) Illustrative report on directors report,statement by directors and financial statements

    Appendix A Additional illustrative disclosures Appendix B Comparison between Singapore Financial Reporting Standards and

    International Financial Reporting Standards

    The illustrative financial statements are an illustration of the annual financial statements of aSingapore-incorporated listed company, XYZ Holdings (Singapore) Limited, prepared inaccordance with:

    Singapore Financial Reporting Standards The Singapore Companies Act, Chapter 50.

    The illustrative financial statements serve to provide illustration of annual consolidatedfinancial statements of a group of companies whose activities include manufacturing,property development and investment holding. The disclosures contained in these illustrativefinancial statements are made based on a hypothetical group of entities and certainassumptions have been made about the applicability of the disclosures required by SingaporeFinancial Reporting Standards. In addition to the aforementioned standards and regulation,certain disclosure requirements of the Singapore Exchange Securities Trading Limiteds(SGX-ST) Listing Manual have also been included in these illustrative financial statements.Readers should note that the disclosure requirements of the SGX-ST may be included in otherparts of the entitys annual report instead.

    The illustrative financial statements is designed to capture a wide set of circumstances andtransactions, and in enhancing the relevance of XYZ, all minimum disclosure requirements ofFRS are complied with, generally without considering materiality threshold established inFRS 1. Also, since XYZ is a fictitious entity, assessing materiality is not possible in somecircumstances. XYZ is a helpful enabler for entities preparing financial statements under FRS,but its illustrative nature must be appreciated.

    This 2014 edition includes illustrative disclosures for FRS 110 Consolidated FinancialStatements, FRS 111 Joint Arrangements and FRS 112 Disclosure of Interests in OtherEntities, amendments to FRS 32 Offsetting of Financial Assets and Financial Liabilities, andamendments to FRS 36 Recoverable Amount Disclosure for Non-Financial Assets.

    To provide the user with insight of changes in this publication as compared to the 2013edition, we have sidelined the new illustrations, disclosure requirements and other editorialchanges in this manner.

    Important notices

    This publication is intended as an illustrative guide rather than a definitivestatement.

    While the illustrative financial statements contain most of the usual disclosurestypically found in the financial statements of a group of companies whose activitiesinclude manufacturing, property development and investment holding, thedisclosures and commentaries in this publication are not meant to be exhaustive.Reference should be made to the relevant standards and regulations for specificdisclosure requirements.

    This publication should not be relied upon as a substitute for seeking professionaladvice concerning the appropriate accounting treatment for specific individualsituations or ensuring compliance with the Singapore Financial Reporting Standardsand/or Singapore Companies Act, Chapter 50.

  • XYZ Holdings (Singapore) Limited

    Preface

    Singapore Financial Reporting Standards (FRS)

    For financial periods beginning on or after 1 January 2014, a number of new and revisedFRSs apply.

    A list of the FRSs and INT FRS is provided in Appendix B, which also provides a brief summaryof the major differences with International Financial Reporting Standards (IFRS).

    This publication reflects the requirements of the FRSs as at 31 August 2014. No newaccounting standards that would be applicable to financial statements covering periodsbeginning on 1 January 2014 are expected. Nevertheless, the situation needs to bemonitored for any developments that may affect 2014 financial statements.

    The following FRSs have not been dealt with in this publication:

    FRS 26 Accounting and Reporting by Retirement Benefit Plans FRS 29 Financial Reporting in Hyperinflationary Economies FRS 34 Interim Financial Reporting FRS 41 Agriculture FRS 101 First-time Adoption of Financial Reporting Standards FRS 104 Insurance Contracts FRS 106 Exploration for and Evaluation of Mineral Resources FRS 114 Regulatory Deferral Accounts INT FRS 112 Service Concession Arrangements INT FRS 113 Customer Loyalty Programmes INT FRS 117 Distributions of Non-Cash Assets to Owners INT FRS 118 Transfer of Assets from Customers INT FRS 120 Stripping Costs in the Production of a Surface Mine INT FRS 121 Levies

  • XYZ Holdings (Singapore) Limited

    Preface

    Singapore Financial Reporting Standards (FRS) (continued)

    Abbreviations

    The following abbreviations are used in this publication:

    BC Basis for ConclusionsCA Singapore Companies Act, Chapter 50FRS Singapore Financial Reporting Standards

    INT FRS Interpretations of FRSs FRS AG FRS Application Guidance FRS IG FRS Implementation Guidance

    IAS International Accounting StandardsIFRS International Financial Reporting StandardsSSA Singapore Standards on AuditingSGX Singapore Exchange Securities Trading Limited (SGX-ST)s Listing Manual

  • XYZ Holdings (Singapore) Limited

    ContentsPage

    General information ................................................................................................................ 1

    Directors report...................................................................................................................... 2

    Statement by directors ............................................................................................................ 7

    Independent auditors report ................................................................................................. . 8

    Consolidated income statement ............................................................................................. 10

    Consolidated statement of comprehensive income .............................................................. ....11

    Balance sheets ..................................................................................................... 16

    Statements of changes in equity ............................................................................................ 18

    Consolidated cash flow statement .......................................................................................... 26

    Notes to the financial statements

    1. Corporate information ................................................................................................... 30

    2. Summary of significant accounting policies ..................................................................... 30

    2.1 Basis of preparation ............................................................................................. 30

    2.2 Changes in accounting policies ............................................................................. 32

    2.3 Standards issued but not yet effective ................................................................. 40

    2.4 Basis of consolidation and business combinations .................................................. 42

    2.5 Transactions with non-controlling interests ........................................................... 46

    2.6 Foreign currency .................................................................................................. 46

    2.7 Property, plant and equipment ............................................................................. 47

    2.8 Investment properties .......................................................................................... 48

    2.9 Intangible assets .................................................................................................. 50

    2.10 Land use rights .................................................................................................... 51

    2.11 Impairment of non-financial assets ........................................................................ 52

    2.12 Subsidiaries ......................................................................................................... 52

    2.13 Joint arrangements .............................................................................................. 53

    2.14 Joint ventures and associates ............................................................................... 54

    2.15 Financial instruments ........................................................................................... 56

    2.16 Impairment of financial assets .............................................................................. 61

    2.17 Cash and cash equivalents .................................................................................... 63

    2.18 Construction contracts ......................................................................................... 63

    2.19 Development properties ....................................................................................... 63

    2.20 Inventories .......................................................................................................... 64

    2.21 Provisions ............................................................................................................ 65

    2.22 Government grants .............................................................................................. 66

    2.23 Financial guarantee .............................................................................................. 66

    2.24 Borrowing costs ................................................................................................... 67

    2.25 Convertible redeemable preference shares ............................................................ 67

  • XYZ Holdings (Singapore) Limited

    ContentsPage

    Notes to the financial statements (continued)

    2.26 Employee benefits ................................................................................................ 68

    2.27 Leases ................................................................................................................. 71

    2.28 Non-current assets held for sale and discontinued operations ................................ 71

    2.39 Revenue .............................................................................................................. 72

    2.30 Taxes .................................................................................................................. 73

    2.31 Share capital and share issuance expenses ............................................................ 75

    2.32 Treasury shares ................................................................................................... 75

    2.33 Contingencies .............................................................................................. ........75

    3. Significant accounting judgements and estimates ............................................................ 76

    3.1 Judgements made in applying accounting policies ................................................. 76

    3.2 Key sources of estimation uncertainty .................................................................. 78

    4. Revenue ............ ........................................................................................................... 81

    5. Interest income .............................................................................................................. 81

    6. Other income ................................................................................................................. 81

    7. Finance costs ................................................................................................................. 82

    8. Other expenses .............................................................................................................. 82

    9. Profit before tax from continuing operations ................................................................... 83

    10. Income tax expense ....................................................................................................... 85

    11. Discontinued operation and disposal group classified as held for sale ............................... 88

    12. Earnings per share ......................................................................................................... 90

    13. Property, plant and equipment ....................................................................................... 93

    14. Investment properties .................................................................................................... 96

    15. Intangible assets ............................................................................................................ 98

    16. Land use rights ............................................................................................................ 103

    17. Investment in subsidiaries ............................................................................................ 103

    18. Investment in joint venture ........................................................................................... 117

    19. Investment in associates .............................................................................................. 120

    20. Deferred tax ................................................................................................................ 123

    21. Trade and other receivables ......................................................................................... 125

    22. Investment securities ................................................................................................... 131

    23. Gross amount due from/(to) customers for contract work-in-progress ............................ 132

    24. Development properties ................................................................................................ 133

    25. Inventories .... .......................................................................................... 134

    26. Derivatives .................................................................................................................. 135

    27. Cash and short-term deposits ....................................................................................... 136

  • XYZ Holdings (Singapore) Limited

    ContentsPage

    Notes to the financial statements (continued)

    28. Provisions ................................................................................................................... 137

    29. Deferred capital grants ................................................................................................ 138

    30. Loans and borrowings .................................................................................................. 139

    31. Trade and other payables ............................................................................................. 142

    32. Other liabilities ............................................................................................................ 143

    33. Share capital and treasury shares ................................................................................. 144

    34. Other reserves ............................................................................................................. 145

    35. Employee benefits ........................................................................................................ 146

    36. Related party transactions ........................................................................................... 149

    37. Commitments .............................................................................................................. 152

    38. Contingencies .............................................................................................................. 155

    39. Fair value of assets and liabilities .................................................................................. 156

    40. Financial risk management objectives and policies ......................................................... 173

    41. Capital management .................................................................................................... 187

    42. Segment information ................................................................................................... 189

    43. Dividends .................................................................................................................... 194

    44. Events occurring after the reporting period ................................................................... 195

    45. Authorisation of financial statements for issue .............................................................. 195

    Appendices

    Appendix A-1 Consolidated statement of comprehensive income in one statement

    Illustrating the analysis of expense by nature ................................................. 196

    Appendix A-2 Hedge accounting ......................................................................................... 198

    Appendix A-3 Agreements for the construction of real estate .............................................. 205

    Appendix A-4 Defined benefit plans ..................................................................................... 209

    Appendix B Comparison between FRS and IFRS ................................................................ 220

  • Co. Reg. No 123456789Z

    XYZ Holdings (Singapore) Limitedand its subsidiariesIllustrative financial statementsfor the financial year ended 31 December 2014

    The names of people and corporations included as illustrations are fictitious. Any resemblance toany person or business is purely coincidental.

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    General information

    XYZ Holdings (Singapore) Limited | 1

    Gneral information

    DirectorsAng Beng Choo Chairman

    De Silva Elizabeth Frances Chief Executive Officer

    Goh Hock Inn

    Jee Kim Leng

    Musa Nasir Osman

    Pek Que Ru

    See Tong Tong

    Company secretaryLee Yiew Hong

    Registered office[Address, telephone number, facsimile number and electronic mail address (if any)]

    SolicitorsLaura & Co. LLP

    BankersGood Bank Limited

    South Bank Limited

    CPA Bank Limited

    Share registrar[Address]

    AuditorErnst & Young LLP

    One Raffles Quay

    North Tower, Level 18

    Singapore 048583

    Partner in charge: Alex Yang (Date of appointment: since financial year ended 31 December

    2013)

    SGX 1207.1

    SGX 1207.2

    SGX 1207.3

    SGX 713.1

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Directors report

    XYZ Holdings (Singapore) Limited | 2

    Diectors report

    The directors are pleased to present their report to the members together with the auditedconsolidated financial statements of XYZ Holdings (Singapore) Limited (the Company) and itssubsidiaries (collectively, the Group) and the balance sheet and statement of changes in equityof the Company for the financial year ended 31 December 2014.

    1. Directors

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

    Ang Beng Choo

    De Silva Elizabeth Frances (appointed on 2 February 2014)

    Goh Hock Inn

    Jee Kim Leng

    Musa Nasir Osman

    Pek Que Ru

    See Tong Tong

    In accordance with Articles 93 and 94 of the Companys Articles of Association, Jee KimLeng, Pek Que Ru and See Tong Tong retire and, being eligible, offer themselves for re-election.

    2. Arrangements to enable directors to acquire shares and debentures

    Except as described in paragraph five below, neither at the end of nor at any time duringthe financial year was the Company a party to any arrangement whose objects are, or oneof whose objects is, to enable the directors of the Company to acquire benefits by meansof the acquisition of shares or debentures of the Company or any other body corporate.

    3. Directors interests in shares and debentures

    The following directors, who held office at the end of the financial year, had, according tothe register of directors shareholdings required to be kept under section 164 of theSingapore Companies Act, Chapter 50, an interest in shares and share options of theCompany and related corporations (other than wholly-owned subsidiaries) as statedbelow:

    Direct interest Deemed interest

    Name of director

    At thebeginning of

    financial yearor date of

    appointment

    At the end offinancial year

    At thebeginning of

    financial yearor date of

    appointment

    At the end offinancial year

    Ordinary shares of the Company

    Goh Hock Inn 340,000 345,000 2,100,000 2,100,000De Silva Elizabeth Frances 5,000 10,000

    Share options of the Company

    Goh Hock Inn 50,000 60,000 De Silva Elizabeth Frances 43,000 60,000

    CA 201.6A

    CA 201.5

    CA 201.6A.aCA 201.6.a

    CA 201.6A.gCA 201.6.f

    CA 201.6A.hCA 201.6.g

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Directors report

    XYZ Holdings (Singapore) Limited | 3

    3. Directors interests in shares and debentures (continued)

    Direct interest Deemed interest

    Name of director

    At thebeginning of

    financial yearor date of

    appointment

    At the end offinancial year

    At thebeginning of

    financial yearor date of

    appointment

    At the end offinancial year

    Ordinary shares of 1 each of theholding company (Good Group(International) Ltd)

    Goh Hock Inn 10,000 10,000 De Silva Elizabeth Frances 25,000 25,000

    There was no change in any of the above-mentioned interests in the Company betweenthe end of the financial year and 21 January 2015.Except as disclosed in this report, no director who held office at the end of the financialyear had interests in shares, share options, warrants or debentures of the Company, or ofrelated corporations, either at the beginning of the financial year, or date of appointmentif later, or at the end of the financial year.

    4. Directors contractual benefits

    Except as disclosed in the financial statements, since the end of the previous financialyear, no director of the Company has received or become entitled to receive a benefit byreason of a contract made by the Company or a related corporation with the director, orwith a firm of which the director is a member, or with a company in which the director hasa substantial financial interest.

    5. Options

    At an Extraordinary General Meeting held on 23 December 2009, shareholders approvedthe Senior Executive Option Plan and the General Employee Share Option Plan for thegranting of non-transferable options that are settled by physical delivery of the ordinaryshares of the Company, to eligible senior executives and employees respectively.

    The committee administering the employee share option plans comprise three directors,Musa Nasir Osman, Pek Que Ru and See Tong Tong.

    During the financial year:

    The Company has granted 37,000 share options under the Senior Executive OptionPlan. These options expire on 30 June 2019 and are exercisable if and when theGroups earnings per share amount increases by 12% within three years from the dateof grant.

    The Company has also granted 163,000 share options under the General EmployeeShare Option Plan. These options expire on 30 June 2018 and are exercisable if theemployee remains in service for three years from the date of grant and that certainmarket conditions as detailed in Note 35 to the financial statements are met.

    75,000 treasury shares were reissued at a weighted average exercise price of S$1.08each, upon the exercise of options granted pursuant to the employee share optionplans.

    SGX 1207.7

    CA 201.8

    CA 201.11.b and11B

    SGX 853

    SGX 852.1.a

    CA 201.11.b-d

    CA 201.11.b-d

    CA 201.12.a

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Directors report

    XYZ Holdings (Singapore) Limited | 4

    5. Options (continued)

    Details of all the options to subscribe for ordinary shares of the Company pursuant to theemployee share option plans as at 31 December 2014 are as follows:

    Expiry date Exercise price (S$) Number of options

    31 December 2015 1.05 45,000

    30 November 2016 1.18 55,000

    1 January 2017 1.22 100,000

    31 December 2018 1.26 125,000

    30 June 2019 1.30 200,000

    Total 525,000

    Details of the options to subscribe for ordinary shares of the Company granted todirectors of the Company pursuant to the Senior Executive Option Plan are as follows:

    Name of director

    Optionsgrantedduring

    financialyear

    Aggregateoptions granted

    sincecommencementof plan to end of

    financial year

    Aggregate optionsexercised since

    commencement ofplan to end offinancial year

    Aggregateoptions

    outstanding asat end of

    financial year

    Goh Hock Inn 15,000 105,000 (35,000) 60,000

    De Silva Elizabeth Frances 22,000 75,000 (15,000) 60,000

    Total 37,0001 180,000 (50,000) 120,000

    1 These options are exercisable between the periods from 30 June 2017 to 30 June 2019at the exercise price of S$1.30 if the vesting conditions are met.

    Since the commencement of the employee share option plans till the end of the financialyear:

    No options have been granted to the controlling shareholders of the Company and theirassociates

    No participant other than the two directors mentioned above has received 5% or moreof the total options available under the plans

    No options have been granted to directors and employees of the holding company andits subsidiaries

    No options that entitle the holder to participate, by virtue of the options, in any shareissue of any other corporation have been granted

    No options have been granted at a discount

    CA 201.12.b

    SGX 852.1.b.i

    SGX 852.2

    SGX 852.1.b.ii

    SGX 852.1.b.iii

    SGX 852.c.i

    SGX 852.1.c. ii

    CA 201.11

    SGX 852.1.d

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Directors report

    XYZ Holdings (Singapore) Limited | 5

    6. Audit committee

    The audit committee (AC) carried out its functions in accordance with section 201B (5) ofthe Singapore Companies Act, Chapter 50, including the following:

    Reviewed the audit plans of the internal and external auditors of the Group and theCompany, and reviewed the internal auditors evaluation of the adequacy of theCompanys system of internal accounting controls and the assistance given by theGroup and the Companys management to the external and internal auditors

    Reviewed the quarterly and annual financial statements and the auditors report on theannual financial statements of the Group and the Company before their submission tothe board of directors

    Reviewed effectiveness of the Group and the Companys material internal controls,including financial, operational and compliance controls and risk management viareviews carried out by the internal auditor

    Met with the external auditor, other committees, and management in separateexecutive sessions to discuss any matters that these groups believe should bediscussed privately with the AC

    Reviewed legal and regulatory matters that may have a material impact on the financialstatements, related compliance policies and programmes and any reports receivedfrom regulators

    Reviewed the cost effectiveness and the independence and objectivity of the externalauditor

    Reviewed the nature and extent of non-audit services provided by the external auditor Recommended to the board of directors the external auditor to be nominated,

    approved the compensation of the external auditor, and reviewed the scope and resultsof the audit

    Reported actions and minutes of the AC to the board of directors with suchrecommendations as the AC considered appropriate

    Reviewed interested person transactions in accordance with the requirements of theSingapore Exchange Securities Trading Limiteds Listing Manual

    The AC, having reviewed all non-audit services provided by the external auditor to theGroup, is satisfied that the nature and extent of such services would not affect theindependence of the external auditor. The AC has also conducted a review of interestedperson transactions.

    The AC convened four meetings during the year with full attendance from all members,except for one where a member was absent. The AC has also met with internal andexternal auditors, without the presence of the Companys management, at least once ayear.

    Further details regarding the AC are disclosed in the Report on Corporate Governance.

    CA 201B.9

    SGX 1207.6.b

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Directors report

    XYZ Holdings (Singapore) Limited | 6

    7. Auditor

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

    On behalf of the board of directors:

    ____________________________ ___________________________

    Ang Beng Choo De Silva Elizabeth Frances

    Director Director

    27 February 2015

    Commentary:

    Section 201B (5) of the Companies Act requires a description of the nature and extent of thefunctions performed by the audit committee pursuant to section 201B (5). If the nature andextent of the functions are described in the Report on Corporate Governance and the DirectorsReport makes reference to the Report on Corporate Governance instead, the directors mustensure that the Report on Corporate Governance describes the functions pursuant to section201B (5) of the Companies Act.

    CA 201.5

    CA 201B.5

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statement by directors

    XYZ Holdings (Singapore) Limited | 7

    Statement by directors

    We, Ang Beng Choo and De Silva Elizabeth Frances, being two of the directors of XYZ Holdings(Singapore) Limited, do hereby state that, in the opinion of the directors,

    (i) the accompanying balance sheets , consolidated income statement, consolidatedstatement of comprehensive income, statements of changes in equity, and consolidatedcash flow statement together with notes thereto are drawn up so as to give a true andfair view of the state of affairs of the Group and of the Company as at 31 December2014 and the results of the business, changes in equity and cash flows of the Group andthe changes in equity of the Company for the year ended on that date, and

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

    On behalf of the board of directors:

    ___________________________ ___________________________Ang Beng Choo De Silva Elizabeth FrancesDirector Director27 February 2015

    Commentary:

    FRS 1 uses the terms statement of financial position and statement of cash flows. However, anentity is not obliged to use these terminologies.

    In this illustration, the Group has chosen to use the terms balance sheet and cash flow statement.If an entity has chosen to use the terms introduced by FRS 1, the entity should make reference tothe new terms used in its financial statements.

    In this illustration, the Group has chosen to present its comprehensive income in two linkedstatements. If an entity has chosen to present its comprehensive income in one single statement,the reference to consolidated income statement should be removed.

    Presentation of the statement of changes in equity for the Company when consolidated financialstatements are presented is optional. In this illustration, the Company has chosen to present thestatement of changes in equity for the Company together with the consolidated financialstatements and balance sheet of the Company. Accordingly, the statement by directors includesthe directors opinion on whether the statement of changes in equity is drawn up so as to give atrue and fair view of the changes in equity of the Company. This applies to the auditors opinionexpressed in the auditors report as well.

    CA 201.15.aCA 201.15.b

    CA 201.15.c

    FRS 1.10

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Independent auditors reportFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 8

    Independent auditors report

    Independent Auditors Report to the Members of XYZ Holdings (Singapore) Limited

    Report on the Financial Statements

    We have audited the accompanying financial statements of XYZ Holdings (Singapore) Limited (theCompany) and its subsidiaries (collectively, the Group) set out on pages 10 to 195, which comprise thebalance sheets of the Group and the Company as at 31 December 2014, the statements of changes inequity of the Group and the Company and the consolidated income statement , consolidatedstatement of comprehensive income and consolidated cash flow statement of the Group for the yearthen ended, and a summary of significant accounting policies and other explanatory information.

    Managements Responsibility for the Financial Statements

    Management is responsible for the preparation of financial statements that give a true and fair view inaccordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and SingaporeFinancial Reporting Standards, and for devising and maintaining a system of internal accounting controlssufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthoriseduse or disposition; and transactions are properly authorised and that they are recorded as necessary topermit the preparation of true and fair profit and loss accounts and balance sheets and to maintainaccountability of assets.

    Auditors Responsibility

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

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditors judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the entitys preparation offinancial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitysinternal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, 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 ouraudit opinion.

    Opinion

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

    Report on Other Legal and Regulatory Requirements

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

    ___________________________

    Ernst & Young LLP

    Public Accountants andChartered AccountantsSingapore

    27 February 2015

    SSA 700.22,CA 207.1

    SSA 700.39

    SSA 700.23

    SSA 700.25

    SSA 700.26

    SSA 700.28

    SSA 700.29 and30

    SSA 700.31

    SSA 700.33

    SSA 700.34

    SSA 700.35CA 207.2.a

    SSA 700.38

    CA 207.2.b

    SSA 700.40

    SSA 700.42

    SSA 700.41

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Independent auditors reportFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 9

    Commentary:

    Please refer to commentary no. 1 of the statement by directors. Please refer to commentary no. 2 of the statement by directors. Please refer to commentary no. 3 of the statement by directors.

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated income statement For the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 10

    (Illustrating the analysis of expenses by function)

    Note

    2014

    $000

    2013(Restated)

    $000 FRS 1.81.b and 103

    Continuing operationsRevenue 4 136,720 142,571 FRS 1.82.a and 103

    Cost of sales (104,271) (111,820) FRS 1.103

    Gross profit 32,449 30,751 FRS 1.103

    Other items of income FRS 1.103 Interest income 5 430 327 FRS 18.35.b.iii Dividend income from investment securities 526 406 FRS 18.35.b.v Other income 6 1,511 886

    Other items of expense Marketing and distribution (4,895) (4,195) FRS 1.103

    Research and development (320) (327) FRS 1.103, FRS 38.126 Administrative expenses (20,266) (18,952) FRS 1.103

    Finance costs 7 (1,715) (1,512) FRS 1.82.b

    Other expenses 8 (1,471) (724) FRS 1.103

    Share of results of joint ventures 151 128 FRS 1.82.c

    Share of results of associates 657 328 FRS 1.82.cProfit before tax from continuing operations 9 7,057 7,116 FRS 1.85

    Income tax expense 10 (1,557) (1,687) FRS 1.82.d, FRS 12.77

    Profit from continuing operations, net of tax 5,500 5,429 FRS 1.85

    Discontinued operationLoss from discontinued operation, net of tax 11 (544) (188)

    FRS 1.82.e, FRS 105.33.a& 33A

    Profit for the year 4,956 5,241 FRS 1.81A.a

    Attributable to:

    Owners of the Company

    Profit from continuing operations, net of tax 5,320 5,029 FRS 105.33.d

    Loss from discontinued operation, net of tax (544) (188) FRS 105.33.d

    Profit for the year attributable to owners of the Company 4,776 4,841 FRS 1.81B.ii

    Non-controlling interests

    Profit from continuing operations, net of tax 180 400

    Loss from discontinued operation, net of tax

    Profit for the year attributable to non-controlling interests 180 400 FRS 1.81B.iEarnings per share from continuing operations attributable

    to owners of the Company (cents per share)

    Basic 12(a) 22.98 21.81 FRS 33.66 and 67A

    Diluted 12(a) 22.73 21.58 FRS 33.66 and 67A

    Earnings per share (cents per share)

    Basic 12(b) 20.63 21.00 FRS 33.66 and 67A

    Diluted 12(b) 20.43 20.78 FRS 33.66 and 67A

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 11

    Consolidated statement of comprehensive income 2014

    $000

    2013(Restated)

    $000

    Profit for the year 4,956 5,241 FRS 1.82.f

    Other comprehensive income:Items that will not be reclassified to profit or loss FRS 1.82A.b

    Net surplus on revaluation of freehold land and buildings 1,250 2,404 FRS 16.77.f

    Share of gain on property revaluation of associates 62 101,312 2,414

    Items that may be reclassified subsequently to profit or loss FRS 1.82A.a

    Net fair value gains on available-for-sale financial assets 274 110 FRS 107.20.a.ii

    Net fair value changes on available-for-sale financial assetsreclassified to profit or loss (100) (12) FRS 107.20.a.ii

    Foreign currency translation (181) (82) FRS 21.52.b

    (7) 16

    Other comprehensive income for the year, net of tax 1,305 2,430 FRS 1.81A.b

    Total comprehensive income for the year 6,261 7,671 FRS 1.81A.c

    Attributable to:

    Owners of the Company 6,091 7,211 FRS 1.81B.b.ii

    Non-controlling interests 170 460 FRS 1.81B.b.i

    Total comprehensive income for the year 6,261 7,671

    Attributable to:

    Owners of the CompanyTotal comprehensive income from continuing operations,

    net of tax 6,585 7,379 FRS 105.33.d Total comprehensive income from discontinued operation,

    net of tax (494) (168) FRS 105.33.d Total comprehensive income for the year attributable to

    owners of the Company 6,091 7,211

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 12

    Commentary:

    Complete set of financial statements

    Under FRS 1, a complete set of financial statements comprises:(a) A statement of financial position as at the end of the period*

    (b) A statement of profit or loss and other comprehensive income for the period

    (c) A statement of changes in equity for the period

    (d) A statement of cash flows for the period*

    (e) Notes, comprising a summary of significant accounting policies and other explanatoryinformation

    (f) Comparative information in respect of the preceding period**

    (g) A statement of financial position as at the beginning of the earliest comparative period when anentity applies an accounting policy retrospectively or makes a retrospective restatement ofitems in its financial statements, or when it reclassifies items in its financial statements***

    * FRS 1 replaces the term balance sheet with statement of financial position, and cash flowstatement with statement of cash flows. However, an entity is not obliged to use these newtitles.

    ** An entity shall present, as a minimum, two statements of financial position, two statements ofprofits or loss and other comprehensive income, two separate statements of profit or loss (ifpresented), two statements of cash flows and two statements of changes in equity, and relatednotes. This shall include comparative information for narrative and descriptive information if itis relevant to understanding the current periods financial statements.

    *** In such cases, a complete set of financial statements will include three statements of financialposition.

    Presentation of statement of profit or loss and other comprehensive income and analysis of expenses

    An entity can present a single statement of profit or loss and other comprehensive income, withprofit or loss and other comprehensive income in two sections or as two linked statements.

    When an entity present a single statement of profit or loss and other comprehensive income, withprofit or loss and other comprehensive income in two sections, the sections shall be presentedtogether, with the profit or loss section presented first followed directly by the other comprehensiveincome section. When an entity present the profit or loss section in a separate statement of profit orloss, the separate statement of profit or loss shall immediately precede the statement ofcomprehensive income, which shall begin with profit or loss.

    An entity shall present an analysis of expenses using a classification based on either the nature ofexpenses or their function within the entity, whichever provides information that is reliable and morerelevant. The main consideration in choosing an appropriate analysis for disclosure purposes shouldbe the entitys accounting system and management reporting system.

    In this illustration, the format adopted is two linked statements with analysis of expenses by theirfunction within the entity. An illustration of a statement of comprehensive income in a singlestatement with analysis of expenses by their nature is provided in Appendix A-1 Consolidatedstatement of comprehensive income in one statement illustrating the analysis of expenses bynature. Where the former format is adopted (as in the case of this illustration), the entity shalldisclose additional information on the nature of expenses, including depreciation and amortisation aswell as employee benefits expense in the notes.

    FRS 1.10

    FRS 1.10

    FRS 1.38 and 38A

    FRS 1.10 and 39

    FRS 1.81A

    FRS 1.99

    FRS 1.104

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 13

    Commentary (continued):

    Reporting of continuing and discontinued operations

    The separate reporting of continuing and discontinued operations in the statement ofcomprehensive income is required only where there are discontinued operations as defined by FRS105 Non-current Assets Held for Sale and Discontinued Operations.

    An entity shall re-present the disclosures required for discontinued operations for prior periodspresented in the financial statements so that the disclosures relate to all operations that have beendiscontinued by the end of the reporting period for the latest period presented.

    On disposal of the disposal group, the gain or loss from discontinued operation presented on thestatement of comprehensive income includes the gain or loss on disposal of the disposal groupconstituting the discontinued operation.

    Other additional disclosures

    Additional line items, heading and subtotals should be presented on the face of the statement ofcomprehensive income, when such presentation is relevant to the understanding of the entitysfinancial performance.

    Commentary on certain line items illustrated in the statement of comprehensive income

    Interest income and dividend income

    Interest income and dividend income exclude interest income and dividends respectively, fromfinancial assets at fair value through profit or loss. As disclosed in Note 2.15(a)(i), XYZ Holdings(Singapore) Limited has made a policy choice to include interest and dividend income in the net gainsor net losses on financial assets at fair value through profit or loss, instead of recognising themseparately.

    Research and development

    Research and development costs represent the aggregate amount of research and developmentexpenditure recognised as an expense during the period, including amortisation of deferreddevelopment cost.

    Share of results of associates and joint ventures

    Share of results of associates and share of results of joint ventures are presented net of tax andnon-controlling interests in the associates.

    Terminology used

    Although FRS 1 uses the terms other comprehensive income, profit or loss and totalcomprehensive income, an entity may use other terms to describe the totals as long as the meaningis clear. For example, an entity may use the term net income to describe profit or loss.

    FRS 105.30 and 33

    FRS 105.34

    FRS 105.33.b.iii

    FRS 1.85

    FRS 107 AGB5.e

    FRS 38.126 and127

    FRS 1.IG6

    FRS 1.8

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 14

    Commentary (continued):

    Tax effects related to each component of other comprehensive income

    An entity may present components of other comprehensive income either:(a) net of related tax effects, as illustrated in the statement of comprehensive income, or

    (b) before related tax effects with one amount shown for the aggregate amount of income taxrelating to those components.

    Extract of statement of comprehensive income illustrating other comprehensive income presentedat gross before related tax effects:

    2014$000

    2013$000

    Other comprehensive income:

    Items that will not be reclassified to profit or lossNet surplus on revaluation of freehold land and buildings 1,506 2,868Share of gain on property revaluation of associates 75 12Income tax relating to components of other comprehensive

    income (269) (466)1,312 2,414

    Items that may be reclassified subsequently to profit or lossNet fair value gains on available-for-sale financial assets 350 135Net fair value changes on available-for-sale financial assets

    reclassified to profit or loss (120) (15)Foreign currency translation (181) (82)

    Income tax relating to components of other comprehensiveincome (56) (22)

    (7) 16Other comprehensive income for the year, net of tax 1,305 2,430

    Either way, the amount of income tax relating to each component of other comprehensive incomemust be disclosed either in the statement of comprehensive income or in the notes. In thisillustration, the entity has chosen to disclose the related tax effects in the Note 10 Income taxexpense.

    In this illustration, the share of other comprehensive income of associates relates to propertyrevaluation attributable to owners of the associates, which is an item that will not be reclassified toprofit or loss. If an entity has share of other comprehensive income of associates which relates toitems that may be reclassified subsequently to profit or loss, the item shall be presented under thegroup of items that may be reclassified subsequently to profit or loss.

    FRS 1.91

    FRS 1.90FRS 12.81.ab

  • XYZ Holdings (Singapore) Limited | 15

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  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Balance sheets As at 31 December 2014

    XYZ Holdings (Singapore) Limited | 16

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

    Balance sheets Group Company

    2014

    31 December2013

    (Restated)

    1 January2013

    (Restated) 2014 2013Note $'000 $'000 $'000 $'000 $'000

    Assets

    Non-current assetsProperty, plant and equipment 13 30,718 31,064 28,155 1,079 603 FRS 1.54.aInvestment properties 14 4,645 3,955 3,825 - - FRS 1.54.bIntangible assets 15 2,419 1,333 1,368 - - FRS 1.54.cLand use rights 16 5,811 5,733 5,730 - - FRS 1.55Investment in subsidiaries 17 - - - 12,147 10,582 FRS 1.55Investment in joint venture 18 1,674 1,523 1,370 - - FRS 1.54.eInvestment in associates 19 10,595 10,321 10,125 - - FRS 1.54.eDeferred tax assets 20 470 463 455 21 26 FRS 1.54.o and 56Other receivables 21 2,793 2,778 2,715 16,753 17,401 FRS 1.54.hInvestment securities 22 4,608 3,106 3,630 - - FRS 1.54.d

    63,733 60,276 57,373 30,000 28,612Current assetsGross amount due from customers for

    contract work-in-progress 23 651 398 67 - - FRS 11.42.aDevelopment properties 24 2,900 2,650 2,450 - - FRS 1.54.gInventories 25 24,020 24,400 25,300 - - FRS 1.54.gPrepaid operating expenses 122 250 312 53 122 FRS 1.55Trade and other receivables 21 22,852 24,967 22,095 338 350 FRS 1.54.hInvestment securities 22 1,512 1,260 1,150 - - FRS 1.54.dDerivatives 26 170 105 95 - - FRS 1.54.dCash and short-term deposits 27 6,117 4,858 3,668 4,621 4,145 FRS 1.54.i

    58,344 58,888 55,137 5,012 4,617Assets of disposal group classified as held for

    sale 11 2,270 - - 2,300 -FRS 1.54.j,FRS 105.38

    60,614 58,888 55,137 7,312 4,617

    Total assets 124,347 119,164 112,510 37,312 33,229

    Equity and liabilities

    Current liabilitiesProvisions 28 801 295 155 - - FRS 1.54.lDeferred capital grants 29 300 210 150 - - FRS 20.24Income tax payable 2,927 6,734 6,362 1,447 2,115 FRS 1.54.nLoans and borrowings 30 1,189 2,290 2,350 - - FRS 1.54.mGross amount due to customers for contract

    work-in-progress 23 358 586 942 - - FRS 11.42.bTrade and other payables 31 17,367 18,934 18,367 470 414 FRS 1.54.kOther liabilities 32 3,659 2,579 3,067 1,166 446 FRS 1.54.mDerivatives 26 22 - - - - FRS 1.54.m

    26,623 31,628 31,393 3,083 2,975Liabilities directly associated with disposal

    group classified as held for sale 11 2,071 - - - -FRS 1.54.p,FRS 105.38

    28,694 31,628 31,393 3,083 2,975

    Net current assets 31,920 27,260 23,744 4,229 1,642

    Non-current liabilitiesProvisions 28 1,525 1,841 1,898 - - FRS 1.54.lDeferred capital grants 29 3,488 1,754 954 - - FRS 20.24Deferred tax liabilities 20 2,273 1,904 1,517 226 231 FRS 1.54.o and 56Loans and borrowings 30 13,415 13,188 14,290 5,750 5,628 FRS 1.54.mOther payables 31 200 - - - - FRS 1.54.k

    20,901 18,687 18,659 5,976 5,859

    Total liabilities 49,595 50,315 50,052 9,059 8,834

    Net assets 74,752 68,849 62,458 28,253 24,395

    Equity attributable to owners of the CompanyShare capital 33(a) 11,090 9,665 9,510 11,090 9,665 FRS 1.54.rTreasury shares 33(b) (159) - - (159) - FRS 1.54.rRetained earnings 54,657 51,627 48,477 16,700 14,309 FRS 1.54.rOther reserves 7,058 5,657 3,031 622 421 FRS 1.54.rReserve of disposal group classified as held

    for sale 11 128 - - - - FRS 105.3872,774 66,949 61,018 28,253 24,395

    Non-controlling interests 1,978 1,900 1,440 - - FRS 1.54.qTotal equity 74,752 68,849 62,458 28,253 24,395

    Total equity and liabilities 124,347 119,164 112,510 37,312 33,229

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Balance sheets As at 31 December 2014

    XYZ Holdings (Singapore) Limited | 17

    Commentary:

    Complete set of financial statements

    Please refer to commentary no. 1 of the consolidated statement of comprehensive income.

    An entity shall disclose the amount expected to be recovered or settled after more than twelvemonths for each asset and liability line item that combines amounts expected to be recovered orsettled:

    (a) no more than twelve months after the reporting period, and

    (b) more than twelve months after the reporting period.

    An entity shall present current and non-current assets, and current and non-current liabilities, asseparate classifications in its balance sheets in accordance with FRS1.66 to FRS 1.67 except when apresentation based on liquidity provides information that is reliable and more relevant. When thatexception applies, an entity shall present all assets and liabilities in order of liquidity.

    FRS 1.61

    FRS 1.60

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 18

    Statement of changes in equity

    Attributable to owners of the Company

    2014Group Note

    Equity,total

    Equityattributableto owners

    of theCompany,

    totalSharecapital

    Treasuryshares

    Retainedearnings

    Otherreserves,

    total

    Fair valueadjustment

    reserve

    Assetrevaluation

    reserve

    Statutoryreserve

    fund

    Foreigncurrency

    translationreserve

    Premiumpaid on

    acquisitionof non-

    controllinginterests

    Employeeshareoption

    reserve

    Gain or losson

    reissuanceof treasury

    shares

    Equitycomponent of

    convertibleredeemablepreference

    shares

    Reserve ofdisposalgroup

    classified asheld for sale

    Non-controllinginterests

    $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

    Opening balance at 1 January2014 2.2 68,849 66,949 9,665 - 51,627 5,657 426 4,414 740 (344) - 341 - 80 - 1,900

    Profit for the year 4,956 4,776 - 4,776 - - - - - - - - - - 180 FRS 1.106.d.i

    Other comprehensive incomeNet gain on fair value changes of

    available-for-sale financialassets 174 174 174 174

    FRS 1.106A, FRS1.106.d.ii, FRS 1.82,gand FRS 107.20.a.II

    Net surplus on revaluation offreehold land and buildings 1,250 1,250 1,250 1,250

    FRS 1.106A,FRS1.106.d.ii,FRS 1.82.g, FRS 16.77.f

    Foreign currency translation (181) (171) (171) (171) (10)

    FRS 1.106A,FRS1.106.d.ii, FRS 1.82.g,FRS 21.52.b

    Share of other comprehensiveincome of associates 62 62 62 - 62

    FRS 1.106A, FRS1.106.d.ii, FRS 1.82.h,FRS 28.39

    Other comprehensive incomefor the year, net of tax 1,305 1,315 1,315 174 1,312 (171) (10)

    Total comprehensive income forthe year 6,261 6,091 - - 4,776 1,315 174 1,312 - (171) - - - - 170 FRS 1.106.a

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 19

    Attributable to owners of the Company

    2014Group Note

    Equity,total

    Equityattributableto owners

    of theCompany,

    totalSharecapital

    Treasuryshares

    Retainedearnings

    Otherreserves,

    total

    Fair valueadjustment

    reserve

    Assetrevaluation

    reserve

    Statutoryreserve

    fund

    Foreigncurrency

    translationreserve

    Premiumpaid on

    acquisitionof non-

    controllinginterests

    Employeeshareoption

    reserve

    Gain or losson

    reissuanceof treasury

    shares

    Equitycomponent of

    convertibleredeemablepreference

    shares

    Reserve ofdisposalgroup

    classified asheld for sale

    Non-controllinginterests

    Contributions by anddistributions to owners FRS 1.106.d.iii

    Shares issued for acquisition of asubsidiary 33(a) 1,475 1,475 1,475 - - - - - - - - - - - - - FRS 1.106.d.iii

    Share issuance expense 33(a) (50) (50) (50) - - - - - - - - - - - - - FRS 32.39Grant of equity-settled share

    options to employees 35 245 245 - - - 245 - - - - - 245 - - - - FRS 102.50

    Purchase of treasury shares 33(b) (254) (254) - (254) - - - - - - - - - - - - FRS 32.33

    Treasury shares reissuedpursuant to employee shareoption plans 33(b) 81 81 - 95 - (14) - - - - - (79) 65 - - -

    FRS 102.50,FRS 32.33

    Dividends on ordinary shares 43 (1,613) (1,613) - - (1,613) - - - - - - - - - - - FRS 1.106.d.iii

    Total contributions by anddistributions to owners (116) (116) 1,425 (159) (1,613) 231 - - - - 166 65 - - FRS 1.106.d.iii

    Changes in ownership interests insubsidiaries FRS 1.106.d.iii

    Acquisition of subsidiary 17 558 - - - - - - - - - - - - - - 558Acquisition of non-controlling

    interests without a change incontrol 17 (800) (150) - - - (150) - - - - (150) - - - - (650)

    Total changes in ownershipinterests in subsidiaries (242) (150) - - - (150) - - - - (150) - - - - (92) FRS 1.106.d.iii

    Total transactions with ownersin their capacity as owners (358) (266) 1,425 (159) (1,613) 81 - - - - (150) 166 65 - - (92) FRS 1.106.d.iii

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 20

    Attributable to owners of the Company

    2014Group Note

    Equity,total

    Equityattributableto owners

    of theCompany,

    totalSharecapital

    Treasuryshares

    Retainedearnings

    Otherreserves,

    total

    Fair valueadjustment

    reserve

    Assetrevaluation

    reserve

    Statutoryreserve

    fund

    Foreigncurrency

    translationreserve

    Premiumpaid on

    acquisitionof non-

    controllinginterests

    Employeeshareoption

    reserve

    Gain or losson

    reissuanceof treasury

    shares

    Equitycomponent of

    convertibleredeemablepreference

    shares

    Reserve ofdisposalgroup

    classified asheld for sale

    Non-controllinginterests

    OthersReserve attributable to disposal

    group classified as held forsale 11 - - - - - (128) - (128) - - - - - - 128 - FRS 105.38

    Expiry of employee share options - - - - 30 (30) - - - - - (30) - - - - FRS 102.50

    Transfer to statutory reservefund - - - - (163) 163 - - 163 - - - - - - - FRS 1.106.d.iii

    Total Others - - - - (133) 5 - (128) 163 - - (30) - - 128 -

    Closing balance at 31 December2014 74,752 72,774 11,090 (159) 54,657 7,058 600 5,598 903 (515) (150) 477 65 80 128 1,978

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 21

    Attributable to owners of the Company

    2013Group Note

    Equity,total

    Equityattributableto owners of

    the Company,total

    Sharecapital

    Retainedearnings

    Otherreserves,

    total

    Fair valueadjustment

    reserve

    Assetrevaluation

    reserve

    Statutoryreserve

    fund

    Foreigncurrency

    translationreserve

    Employeeshareoption

    reserve

    Equitycomponent of

    convertibleredeemablepreference

    shares

    Non-controllinginterests

    $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

    Opening balance at 1 January 2013 2.2 62,458 61,018 9,510 48,477 3,031 328 2,000 613 (202) 292 - 1,440

    Profit for the year 5,241 4,841 - 4,841 - - - - - - - 400 FRS 1.106.d.i

    Other comprehensive incomeNet gain on fair value changes of available-for-

    sale financial assets 98 98 - - 98 98 - - - - - -

    FRS 1.106A, FRS1.106.d.ii, FRS 1.82.gand FRS 107.20.a.II

    Net surplus on revaluation of freehold land andbuildings 2,404 2,404 - - 2,404 - 2,404 - - - - -

    FRS 1.106A, FRS1.106.d.ii,FRS 1.82.g,FRS 16.77.f

    Foreign currency translation (82) (142) - - (142) - - - (142) - - 60

    FRS 1.106A, FRS1.106.d.ii, FRS1.82.g, FRS 21.52.b

    Share of other comprehensive income ofassociates 10 10 - - 10 - 10 - - - - -

    FRS 1.106A, FRS1.106.d.ii, FRS1.82.h, FRS 28.39

    Other comprehensive income for the year, net oftax 2,430 2,370 2,370 98 2,414 (142) 60

    Total comprehensive income for the year 7,671 7,211 - 4,841 2,370 98 2,414 - (142) - - 460 FRS 1.106.a

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 22

    Attributable to owners of the Company

    2013Group Note

    Equity,total

    Equityattributableto owners of

    the Company,total

    Sharecapital

    Retainedearnings

    Otherreserves,

    total

    Fair valueadjustment

    reserve

    Assetrevaluation

    reserve

    Statutoryreserve

    fund

    Foreigncurrency

    translationreserve

    Employeeshareoption

    reserve

    Equitycomponent of

    convertibleredeemablepreference

    shares

    Non-controllinginterests

    $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000

    Contributions by and distributions to owners FRS 1.106.d.iii

    Grant of equity-settled share options toemployees 35 150 150 - - 150 - - - - 150 - - FRS 102.50

    Exercise of employee share options 33(a) 72 72 155 - (83) - - - - (83) - - FRS 102.50

    Dividends on ordinary shares 43 (1,582) (1,582) - (1,582) - - - - - - - - FRS 1.106.d.iii

    Equity component of redeemable preferenceshares 80 80 - - 80 - - - - - 80 - FRS 32.28

    Total transactions with owners in their capacityas owners (1,280) (1,280) 155 (1,582) 147 - - - - 67 80 - FRS 1.106.d.iii

    Others

    Expiry of employee share options - - - 18 (18) - - - - (18) - - FRS 102.50

    Transfer to statutory reserve fund - - - (127) 127 - - 127 - - - - FRS 1.106.d.iii

    Total others - - - (109) 109 - - 127 - (18) - -

    Closing balance at 31 December 2013 68,849 66,949 9,665 51,627 5,657 426 4,414 740 (344) 341 80 1,900

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 23

    2014Company Note Equity, total Share capital Treasury shares Retained earnings Other reserves,total Employee shareoption reserve

    Gain or loss onreissuance of

    treasury shares

    Equity componentof convertibleredeemable

    preference shares

    $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

    Opening balance at 1 January 2014 24,395 9,665 - 14,309 421 341 - 80

    Profit for the year, representing total comprehensive income forthe year 3,974 - - 3,974 - - - -

    FRS 1.106.d.i ,FRS1.106.a

    Contributions by and distributions to owners FRS 1.106.d.iii

    Shares issued for acquisition of a subsidiary 33(a) 1,475 1,475 - - - - - - FRS 1.106.d.iii

    Share issuance expense 33(a) (50) (50) - - - - - - FRS 32.39

    Grant of equity-settled share options to employees 35 245 - - - 245 245 - - FRS 102.50

    Expiry of employee share options - - - 30 (30) (30) - - FRS 102.50

    Purchase of treasury shares 33(b) (254) - (254) - - - - - FRS 32.33

    Treasury shares reissued pursuant to employee share option plans 81 - 95 - (14) (79) 65 - FRS 102.50, FRS 32.33

    Dividends on ordinary shares 43 (1,613) - - (1,613) - - - - FRS 1.106.d.iii

    Total transactions with owners in their capacity as owners (116) 1,425 (159) (1,583) 201 136 65 - FRS 1.106.d.iii

    Closing balance at 31 December 2014 28,253 11,090 (159) 16,700 622 477 65 80

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 24

    2013Company Note Equity, total Share capital Treasury shares Retained earnings Other reserves,total Employee shareoption reserve

    Gain or loss onreissuance of

    treasury shares

    Equity componentof convertibleredeemable

    preference shares

    $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

    Opening balance at 1 January 2013 23,226 9,510 - 13,424 292 292 - -

    Profit for the year, representing total comprehensive income forthe year 2,449 - - 2,449 - - - -

    FRS 1.106.d.i , FRS1.106.a

    Contributions by and distributions to owners FRS 1.106.d.iii

    Grant of equity-settled share options to employees 35 150 - - - 150 150 - - FRS 102.50

    Exercise of employee share options 33(a) 72 155 - - (83) (83) - - FRS 102.50

    Expiry of employee share options - - - 18 (18) (18) - - FRS 102.50

    Equity component of redeemable preference shares 80 - - - 80 - - 80 FRS 32.28

    Dividends on ordinary shares 43 (1,582) - - (1,582) - - - - FRS 1.106.d.iii

    Total transactions with owners in their capacity as owners (1,280) 155 - (1,564) 129 49 - 80 FRS 1.106.d.iii

    Closing balance at 31 December 2013 24,395 9,665 - 14,309 421 341 - 80

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Statements of changes in equityFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 25

    Commentary:

    Analysis of other comprehensive income for each component of equity in the statement of changes inequity

    FRS 1 Presentation of Financial Statements requires an analysis of other comprehensive income foreach component of equity to be presented either in the statement of changes in equity or in the notesto the financial statements.

    In this illustration, the Group has chosen to present an analysis of other comprehensive income foreach component of equity in the statement of changes in equity.

    Statement of changes in equity for the company

    Presentation of the statement of changes in equity for the Company when consolidated financialstatements are presented is optional. Information relating to the equity items presented in theCompanys balance sheet may be presented in the notes to the financial statements instead.

    FRS 1.106.d.iiFRS 1.106A

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated cash flow statement For the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 26

    Consolidated cash flow statement2014 2013

    (Restated)

    Note $'000 $'000 FRS 7.18.b

    Operating activities

    Profit before tax from continuing operations 7,057 7,116

    Loss before tax from discontinued operation 11 (551) (193)

    Profit before tax, total 6,506 6,923

    Adjustments for: FRS 7.20.b and c

    Amortisation of deferred capital grant 29 (239) (180)

    Amortisation of intangible assets 15 220 252

    Amortisation of land use rights 16 132 130

    Depreciation of property, plant and equipment 13 3,043 2,838

    Grant of equity-settled share options to employees 35 245 150

    Net fair value gains on investment properties 14 (489) (129)

    Net fair value gains on held for trading investment securities 6 (135) (95)

    Net fair value gains on derivatives 6 (43) (56)

    Net fair value gains on available-for-sale financial assets (transferred fromequity on disposal of investment securities) 6 (120) (15)

    Net gain on remeasuring previously held equity interest in associates to fairvalue on business combination 140 -

    Fair value adjustment of contingent consideration for a businesscombination 17 235

    Impairment loss on property, plant and equipment 13 500

    Impairment loss on intangible assets 15 200

    Impairment loss on investment securities 22 198 210

    Impairment loss on trade receivables 135 115

    Net loss/(gain) on disposal of property, plant and equipment 76 (120)

    Finance costs 1,715 1,512

    Dividend income from investment securities (526) (406)

    Interest income (430) (327)

    Loss recognised on re-measurement to fair value less costs to sell 11 450

    Provisions (144) 105

    Share of results of joint venture (151) (128)

    Share of results of associates (657) (328)

    Unrealised exchange (gain)/loss (240) 120 FRS 7.28

    Total adjustments 4,115 3,648

    Operating cash flows before changes in working capital 10,621 10,571

    Changes in working capital FRS 7.20.a

    Increase in development property (250) (200)

    Increase in gross amount due from customers for contract work-in-progress (253) (331)

    Decrease in gross amount due to customers for contract work-in-progress (228) (356)

    Decrease/(increase) in inventories 942 (1,575)

    Decrease in trade and other receivables 2,245 904

    Decrease in prepaid operating expenses 128 62

    Decrease in trade and other payables (1,562) (1,864)

    Increase/(decrease) in other liabilities 630 (496)

    Total changes in working capital 1,662 (3,856)

    Cash flows from operations 12,283 6,715

    Interest received 430 327 FRS 7.31

    Interest paid (1,834) (1,550) FRS 7.31

    Income taxes paid (5,682) (3,571) FRS 7.35

    Net cash flows from operating activities 5,197 1,741 FRS 7.10

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated cash flow statement For the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 27

    2014 2013(Restated)

    Note $'000 $'000

    Investing activities FRS 7.21

    Net cash inflow on acquisition of a subsidiary 17 217 FRS 7.39

    Dividend income from investment securities 526 406 FRS 7.31

    Proceeds from disposal of investment securities 328 278 FRS 7.16.d

    Proceeds from government grants 29 2,040 1,030 FRS 20.28

    Proceeds from disposal of property, plant and equipment 6,867 1,559 FRS 7.16.b

    Purchase of investment securities (2,025) (588) FRS 7.16.c

    Purchase of property, plant and equipment 13 (8,640) (4,358) FRS 7.16.a

    Subsequent expenditure on investment properties 14 (500) FRS 7.16.a

    Additions to intangible assets 15 (200) (200) FRS 7.16.a

    Net cash flows generated from/(used in) investing activities (1,387) (1,873) FRS 7.10

    Financing activities FRS 7.21

    Acquisition of non-controlling interests 17 (800) FRS 7.42A

    Dividends paid on ordinary shares 43 (1,613) (1,582) FRS 7.31

    Purchase of treasury shares 33(b) (254) FRS 7.17.b

    Proceeds from re-issuance of treasury shares 33(b) 95 FRS 7.17.a

    Proceeds from exercise of employee share options 72 FRS 7.17.a

    Proceeds from loans and borrowings 4,259 3,000 FRS 7.17.c

    Share issuance expense 17 (50)

    Repayment of loans and borrowings (2,807) FRS 7.17.d

    Repayment of obligations under finance leases (135) (132) FRS 7.17.e

    Net cash flows (used in)/from financing activities (1,305) 1,358 FRS 7.10

    Net increase in cash and cash equivalents 2,505 1,226

    Effect of exchange rate changes on cash and cash equivalents (50) 35 FRS 7.28Cash and cash equivalents at 1 January 3,414 2,153 FRS 7.45

    Cash and cash equivalents at 31 December 27 5,869 3,414 FRS 7.45

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

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated cash flow statement For the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 28

    Commentary:

    Presentation of consolidated cash flow statement using direct method

    In this illustration, the consolidated cash flow statement is presented using indirect method wherebyprofit or loss is adjusted for the effects of non-cash transactions, deferrals, accruals and investing orfinancing cash flows. FRS 7.18 allows entities to report cash flows from operating activities usingeither the direct method or indirect method. The cash flow from operating activities prepared usingthe direct method is illustrated below:

    Group

    2014 2013$'000 $'000

    Operating activitiesReceipts from customers XXX XXXPayments to suppliers and employees (XXX) (XXX)Cash generated from operations XXX XXXInterest paid (XXX) (XXX)Income taxes paid (XXX) (XXX)Net cash flows from/(used in) operating activities XXX (XXX)

    The cash flow from financing and investing activities under the direct method are identical to thatprepared under indirect method.

    Disposal of subsidiary

    In this illustration, there is no disposal of subsidiary or other business units during the financial year.If there is such disposal, an entity should disclose:

    (a) The total disposal consideration;(b) The portion of the disposal consideration discharged by means of cash and cash equivalents;(c) The amount of cash and cash equivalents in the subsidiary or business unit disposed of; and(d) The amount of the assets and liabilities other than cash and cash equivalents in the subsidiary or

    business unit disposed of, summarised by each major category.

    An investment entity, as defined in FRS 110 Consolidated Financial Statements, need not apply (c)and (d) above to an investment in subsidiary that is required to be measured at fair value throughprofit or loss.

    Illustrative note disclosure:

    The company disposed of XXX Limited, a wholly owned subsidiary, on 30 November 2014 at itscarrying value. The disposal consideration was fully settled in cash.

    The value of assets and liabilities of XXX Limited recorded in the consolidated financialstatements as at 30 November 2014, and the cash flow effect of the disposal were:

    $000Property, plant and equipment XXXTrade and other receivables XXXInventories XXXCash and cash equivalents XXX

    XXXTrade and other payables (XXX)Income tax payable (XXX)

    Carrying value of net assets XXX

    Total consideration XXXCash and cash equivalents of the subsidiary (XXX)

    Net cash inflow on disposal of a subsidiary XXX

    FRS 7.18

    FRS 7.App A

    FRS 7.40.a-d

    FRS 7.40A

    FRS 7.40.b

    FRS 7.40.d

    FRS 7.40.c

    FRS 7.40.a and bFRS 7.40.c

    FRS 7.39

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Consolidated cash flow statement For the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 29

    Commentary (continued):

    Contingent consideration for business combination

    In this illustration, there is no payment of contingent consideration for business combination duringthe year. For illustrative disclosure of contingent consideration for business combination in the yearwhen the amount is paid and its impact on the presentation in the statement of cash flows, pleaserefer to commentary no.1 of Note 32 Other liabilities.

    Foreign currency translation differences

    Foreign currency translation differences that arise on translation of foreign currency cash and cashequivalents should be reported in the consolidated cash flow statement in order to reconcile openingand closing balances of cash and cash equivalents, separately from operating, financing and investingcash flows.

    FRS 7.28

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Notes to the financial statementsFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 30

    1. Corporate information

    XYZ Holdings (Singapore) Limited (the Company) is a limited liability companyincorporated and domiciled in Singapore and is listed on the Singapore Exchange. Theimmediate and ultimate holding company is Good Group (International) Ltd.

    The registered office and principal place of business of the Company is located at Level18, One Raffles Quay, North Tower, 048583, Singapore.

    The principal activity of the Company is investment holding. The principal activities of thesubsidiaries are disclosed in Note 17 to the financial statements.

    Commentary:

    Disclosures required by FRS 1.138

    The following information may be provided in the notes to the financial statements ordisclosed elsewhere in information published with the financial statements:

    - the domicile and legal form of the entity, its country of incorporation and the address ofits registered office (or principal place of business, if different from the registeredoffice);

    - a description of the nature of the entitys operations and its principal activities; and

    - the name of the parent and ultimate parent of the Group.

    If the entity changes its name during the financial year, the change shall be disclosed.Illustrative disclosure where the entity changes its name during the financial year:

    With effect from [insert effective date of change], the name of the company waschanged from [XXX] to [XXX].

    Disclosures of name of the ultimate controlling party

    FRS 24 requires an entity to disclose the name of the entitys parent and, if different, theultimate controlling party. The ultimate controlling party can be either an entity or a person.

    2. Summary of significant accounting policies

    2.1 Basis of preparation

    The consolidated financial statements of the Group and the balance sheet andstatement of changes in equity of the Company have been prepared in accordance withSingapore Financial Reporting Standards (FRS).

    The financial statements have been prepared on the historical cost basis except asdisclosed in the accounting policies below.

    The financial statements are presented in Singapore Dollars (SGD or $) and all valuesin the tables are rounded to the nearest thousand ($000), except when otherwiseindicated.

    FRS 1.138.a and cFRS 24.13CA 201.10

    FRS 1.138.a

    FRS 1.138.b

    FRS 1.138

    FRS 1.51.a

    FRS 24.13

    FRS 1.117

    FRS 1.16, FRS1.51.b and FRS1.112.aSGX 1207.5.d

    FRS 1.117.a

    FRS 1.51.d and e

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Notes to the financial statementsFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 31

    2. Summary of significant accounting policies (continued)

    2.1 Basis of preparation (continued)

    Commentary:

    Going concern uncertainty

    When preparing financial statements, management shall make an assessment of anentitys ability to continue as a going concern. Where the effect of the judgement made inrelation to the entitys ability to continue as a going concern has significant effect on theamounts recognised in the financial statements, the judgement made should be disclosed.

    Financial statements shall be prepared on a going concern basis unless managementeither intends to liquidate the entity or to cease trading, or has no realistic alternative butto do so. When management is aware, in making its assessment, of material uncertaintiesrelated to events or conditions that may cast significant doubt upon the entitys ability tocontinue as a going concern, those uncertainties shall be disclosed.

    Illustrative disclosure where the ability of the company to continue as a going concern isdependent on the holding company undertaking to provide continuing financial support tothe company to enable it to continue as a going concern:

    The Company incurred a net loss of $XXX (2013: $XXX) during the financial yearended 31 December 2014 and as at that date, the Companys current and totalliabilities exceeded its current and total assets by $XXX (2013: $XXX) and $XXX(2013: $XXX) respectively. These factors indicate the existence of a materialuncertainty which may cast significant doubt about the Companys ability to continueas a going concern. The ability of the Company to continue as a going concerndepends on the holding company undertaking to provide continuing financial supportto enable the Company to continue as a going concern.

    If the Company is unable to continue in operational existence for the foreseeablefuture, the Company may be unable to discharge its liabilities in the normal course ofbusiness and adjustments may have to be made to reflect the situation that assetsmay need to be realised other than in the normal course of business and at amountswhich could differ significantly from the amounts at which they are currently recordedin the balance sheet. In addition, the Company may have to reclassify non-currentassets and liabilities as current assets and liabilities. No such adjustments have beenmade to these financial statements.

    Functional and presentation currency

    When the presentation currency is different from the functional currency of the Company,that fact shall be stated, together with disclosure of the functional currency and thereasons for using a different presentation currency.

    FRS 1.25FRS 1.122

    FRS 1.25

    FRS 21.53

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Notes to the financial statementsFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 32

    2. Summary of significant accounting policies (continued)

    2.2 Changes in accounting policies

    The accounting policies adopted are consistent with those of the previous financial yearexcept in the current financial year, the Group has adopted all the new and revisedstandards which are effective for annual financial periods beginning on or after 1January 2014. The adoption of these standards did not have any effect on the financialperformance or position of the Group and the Company except as discussed below.

    FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and JointVentures

    The adoption of FRS 111 has resulted in the Group having to revise its method ofaccounting for its joint arrangement. Investment in jointly controlled entity had beenpreviously consolidated proportionately. Under FRS 111, this arrangement is classifiedas joint venture and is to be equity accounted.

    The change in accounting policy has been applied in accordance with the transitionalprovision in FRS 111. The initial investment was measured as the aggregate of thecarrying amounts of the assets and liabilities that the Group previously proportionatelyconsolidated. The effects of adoption of FRS 111 and FRS 28 are as follows:

    Impact on statement of profit or loss (increase/(decrease)) in profit:

    Group

    As at 31December

    2013$000

    Other income (214)

    Administrative expenses 63

    Share of profit of a joint venture 151

    Net impact on profit before/after tax -

    Impact on equity (increase/(decrease)) in net equity:

    Group

    As at 31December

    2013$000

    As at 1January

    2013$000

    Investment property (1,449) (1,411)

    Investment in joint venture 1,523 1,370

    Total non-current assets 74 41

    Cash and cash equivalents (66) (56)

    Trade and other receivables (454) (410)

    Total assets (446) (425)

    Loans and borrowings 240 230

    Trade and other payables 206 195

    Total liabilities 446 425

    Net impact on equity - -

    FRS 8.28.bFRS 8.28.dFRS 111.C2

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Notes to the financial statementsFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 33

    2. Summary of significant accounting policies (continued)

    2.2 Changes in accounting policies (continued)

    Impact on cash flows statements (increase/(decrease)) in cash flows:

    Group

    As at 31December

    2013$000

    Operating (10)

    Investing -

    Financing 20

    Net increase in cash and cash equivalents 10

    Commentary:

    Alternative simplified disclosures

    Following are illustrative disclosure when management concluded that the adoption of newFRSs and INT FRSs does not have any impact on the financial statements.

    The accounting policies adopted are consistent with those of the previous financial yearexcept in the current financial year, the Group has adopted all the new and revisedstandards which are effective for annual financial periods beginning on or after 1January 2014. The adoption of these standards did not have any effect on the financialstatements.

    FRSs effective for annual period beginning on or after 1 January 2014The following FRS and INT FRS are effective for the annual period beginning on or after 1January 2014:

    FRS 27 Separate Financial Statements FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities Amendments to FRS 32 Offsetting of Financial Assets and Financial Liabilities Amendments to FRS 36 Recoverable Amount Disclosure for Non-financial Assets Amendments to FRS 39 Novation of Derivatives and Continuation of Hedge

    Accounting INT FRS 121 Levies FRS 114 Regulatory Deferral Accounts

  • XYZ Holdings (Singapore) Limited and its subsidiaries

    Notes to the financial statementsFor the financial year ended 31 December 2014

    XYZ Holdings (Singapore) Limited | 34

    2. Summary of significant accounting policies (continued)

    2.2 Changes in accounting policies (continued)

    Commentary (continued):

    FRS 8.28.f requires disclosure of effect of application of a new standard or amendmentfor the current period and each prior period presented to the extent practicable. FRS110.C2A and FRS 111.C1B partly relaxes this requirement. It is stated that an entity mayonly present the quantitative information required under FRS 8.28.f for the annual p