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JES International Holdings Limited

Annual Report 2008

Building Trust
Delivering Value
JES International Holdings Limited is a major PRC shipbuilding group with production
facilities capable of producing different types of vessels such as bulk carriers, containerships,
ocean engineering vessels (mainly crane barges for offshore oil sector and offshore
construction building works), Roll On/Roll Off (RO/RO) vessels and crude oil tankers. Our
customers include major shipowners based in Europe, Canada and Asia, including the
PRC. Our existing shipyard is located at Shiwei Port, Jingjiang City in Jiangsu Province in
the PRC. With the new yard (adjacent to the existing yard) completed by end of the year
2009, our shipyard will have a combined gross land area of approximately 467,000m2 and
a coastline of about 1,006 metres long with access to deep water and stable currents.

As part of our plans to expand our production capacity at the new yard and our business
strategy to seek shipbuilding contracts for larger, higher value vessels, we intend to begin
construction of crude oil tankers and 176,000 DWT bulk carriers in our new yard. Our new
yard will have the capacity to concurrently construct two 300,000 DWT Very Large Crude
Oil Carriers (“VLCCs”) or three 176,000 DWT bulk carriers or large ocean engineering
vessels and offshore equipment such as oil rigs.

JES International Holdings Limited


Contents

02 Our Products
03 Our Customer Network
04 Chairman’s Message
08 主席致词
12 Financial Highlights
14 Operations Review
18 Board of Directors
21 Key Management
23 Corporate Information
24 Corporate Governance Report, Financial Report & Other Information

JES INTERNATIONAL HOLDINGS LIMITED 01


Our Products

Bulk Carriers Containerships

Bulk carriers are used for the transportation of bulk Containerships are used to transport all forms of
cargo items such as iron ore or food staples, and general cargo that can be containerised. In recent
similar cargo. In FY2008, JES derived approximately years, JES had built and delivered containerships
90.4% of its revenue from the construction of bulk of 855 TEUs, 1,000 TEUs and 1,108 TEUs.
carriers.

Ocean Engineering Vessels Crude Oil Tankers

These are mainly crane barges used in the offshore Crude oil tankers are designed for the bulk transport
oil sector and offshore construction building works. of crude oil. JES’s current order book comprise
Our completed vessels include: three 85,000 LTDW crude oil tankers and will be
- a salvage barge with revolving crane, the“Hua built at its new yard, which has the capability and
Tian Long“, with a lifting capacity of 4,000 capacity to build concurrently up to two 300,000
tonnes, for the Guangzhou Salvage Bureau of DWT crude oil tankers.
the Ministry of Transport
- a T-shape barge of 78,000 DWT for Samsung
Heavy Industries Co., Ltd used to transport oil
rig platform

02 Annual Report 2008


Our Customer Network

Canada

Europe

Asia

Our customers include shipowners based in Europe, Canada and


Asia, including the PRC. Our existing yard and the new yard are
located adjacently at Shiwei Port, Jingjiang City in Jiangsu Province
in the PRC.

JES INTERNATIONAL HOLDINGS LIMITED 03


Chairman’s Message

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present you


the annual report of JES International Holdings Limited (“JES”
“The Group remains
or the “Group”) for the financial year ended 31 December 2008
(“FY2008”).
confident of the long-term
prospects of the PRC
2008 – A Year of Rapid Change and Dramatic
Challenges shipbuilding industry and
Fresh from our Initial Public Offering (“IPO”) on the Singapore believes the new yard
Exchange on 19 December 2007, JES kicked off the new
financial year on a sound footing, securing new shipbuilding will enable the Group
contracts for two 175,800 deadweight tonnes (“DWT”)
bulk carriers and four 79,800 DWT bulk carriers valued at to capitalise on future
US$340.0 million from European customers and an order for
a 85,000 long tonne deadweight (“LTDW”) oil tanker worth
opportunities that arise. ”
US$67.5 million from an Indonesian customer in the first half
of FY2008.

While our customer acquisition efforts were commendable, the


macro-economic picture started to darken from the second Against this backdrop, JES announced on 16 January 2009
quarter of FY2008 (“2Q08”), when steel prices rose to new that two of its customers have negotiated for revisions to their
highs, significantly increasing our production costs. To mitigate existing contracts for 12 units of 37,500 DWT bulk carriers
the higher raw material costs and weakening of the US dollar due to current economic and operating conditions. Under the
against the RMB, JES negotiated with its clients and secured revised terms, orders for six vessels were cancelled while the
price increases of between 2% to 12% for eight of its existing delivery dates for the remaining six vessels will be delayed
contracts collectively valued at around US$200.0 million. between two to four months. The value of the six cancelled
vessels total US$160.0 million.
The price increases foreshadowed a larger storm brewing in the
horizon; a storm which finally broke in 4Q08 with the collapse of Financial Highlights
major financial institutions worldwide. The subsequent financial
turmoil has come swiftly and caused severe dislocation to the Our financial performance should be seen against the
global economy. There is no need to elaborate on this malaise backdrop of these harsh operating conditions. For FY2008,
except to inform shareholders of the dramatic effects it has had JES recorded an 8.4% increase in revenue to RMB1.62 billion
on the global shipping industry. Shipping volumes and freight from RMB1.49 billion in FY2007 as we built larger vessels with
rates have declined sharply. Financing for newbuilds has been higher average contract prices.
constrained, leading to cancellations of existing shipbuilding
orders, delay in delivery of vessels and renegotiation for lower The Group recorded profit attributable to equity holders of
prices. RMB47.5 million in FY2008, down 78.9% from RMB224.9

04 Annual Report 2008


Jin Xin
Chairman and CEO

million in FY2007. Our profitability was affected by a Covering approximately 300,000m2 and having an additional
combination of higher raw material costs and the depreciation coastline of 286 metres, the new yard will be equipped with
of the US dollar against the RMB. a new 400-metre long by 140-metre wide dry dock, a steel
structure workshop with an area of approximately 130,000m2,
As at 31 December 2008, the Group’s cash and cash auxiliary facilities, one 1,200-tonne and two 400-tonne
equivalents stood at RMB737.6 million (approximately gantry cranes and other lifting equipment. The new yard will
S$155.2 million). The Group remains confident of the long- enhance the Group’s shipbuilding capabilities and enable it to
term prospects of the PRC shipbuilding industry and believes concurrently build three bulk carriers of 176,000 DWT each, or
the new yard will enable the Group to capitalise on future two crude oil tankers of 300,000 DWT each, or to construct
opportunities that arise. large ocean engineering vessels or offshore equipment such
as oil rigs. The steel structure workshop is near completion
New Yard on Schedule for Completion and will begin partial operations in 2Q09, allowing most of
the steel structure works to be carried out indoors, reducing
As outlined in our IPO prospectus and as spelt out to inefficiencies caused by bad weather conditions. The dry dock
shareholders last year, we have committed IPO funds into is on schedule to be fully completed by end 2009. We expect
growth initiatives, focusing on the new yard currently under revenue for newbuilds under construction at the new yard to
construction adjacent to our existing yard at Shiwei Port, start accruing from 2Q09.
Jingjiang City in Jiangsu Province in the People’s Republic of
China (“PRC”).

JES INTERNATIONAL HOLDINGS LIMITED 05


Chairman’s Message

Strategy

JES continues to execute its strategy of constructing larger The Group will also take the opportunity to start stocking up on
and higher-value vessels. Bulk carriers accounted for 90.4% steel plates as steel prices soften, in its efforts to mitigate raw
of revenue in FY2008, compared to 76.7% in FY2007, and this material costs.
strategy will continue to gain momentum, market conditions
permitting. As at 31 December 2008, JES was building bulk The Group continues to strive to improve its productivity and
carriers of various sizes, including 37,500 DWT, 53,800 DWT efficiency, having started the implementation of technologically
and 79,800 DWT bulk carriers for customers from Greece, advanced shipbuilding management software that will assist in
Croatia and South Korea and our last containership was streamlining our construction processes, including designing,
completed and delivered in 3Q08. production planning and monitoring. Recently, JES had also hired
a team of experienced personnel from the shipbuilding industry
JES delivered seven vessels (five containerships and two bulk for its management as well as engineering departments.
carriers) in FY2008 and our order book as at 31 December
2008 stood approximately at US$1.19 billion, for 38 vessels We also have plans to expand our sales and marketing team
to be delivered from 2009 to 2012. The three 85,000 LTDW oil outside of the PRC as part of our strategy to increase the reach
tankers and two 175,800 DWT bulk carriers in our order book of our business development efforts and also to secure more
will be built at the new yard. orders for the existing and new yard.

06 Annual Report 2008


Outlook

We foresee conditions in 2009 to remain challenging, and I am also pleased to announce that on 6 February 2009,
newbuild orders to remain slow. In February 2009, the PRC the China Association of the National Shipbuilding Industry
government approved a stimulus plan for the shipbuilding published statistics* which showed JES as among the top ten
industry and will include measures to extend existing financial shipbuilders in the PRC for new orders (in terms of tonnage)
policies for ocean going vessels till 2012, increase credit secured for 2008.
support for ship owners and provide funding for research and
development of high-technology ships etc. The shipbuilding * http://www.cansi.org.cn/cansi_jjyx/85111.htm
stimulus plan is expected to have positive effects on the PRC
shipbuilding industry. Appreciation

Despite the challenging year ahead, our strong order book will It has been a challenging 2008 and I would like to take this
continue to keep our existing yard busy up till 2012 and we are opportunity to thank our Board of Directors, management,
optimistic that JES will remain profitable in FY2009. staff and business associates for their hard work and support.
Most importantly, I would like to express my appreciation to
our loyal shareholders for standing by us in a difficult 2008.

Jin Xin
Chairman and CEO

JES INTERNATIONAL HOLDINGS LIMITED 07


主席致词

尊敬的股东们,

本人谨代表董事会,欣然提呈JES国际控股有限 危机却严重地打击了全球经济,使得全球经济迅速放
公司(“JES”或“集团”)截止2008年12月31日财政年度 缓,全球航运业也相对受到巨大影响。由于海运量和
(“2008年度” )的年报。 运费急剧下降,贸易信贷的紧缩导致新建船只筹资
困难,中国造船业面临现有订单被取消,延迟交船
2008年–克服严峻的运作环境 或与客户商谈削减船价的多项难题。

2008年度是JES在其成长过程中重要的里程碑。 在此环境下,JES在2009年1月16日宣布鉴于当今的
2007年12月19日集团在新加坡证券交易所主板成功 经济与运作环境,将修改与两位客户所签定有关于十
上市,并获得广大投资者的支持。集团不负各位股 二艘37,500载重吨散货轮的建造合约。按照新拟定
东的期望,在2008年度里的前六个月获得约4.08亿美 的合约条款,JES将延迟二到四个月交付六艘散货
元的造船订单,包括为欧洲客户建造价值为3.4亿美 轮,也将取消另外六艘散货轮的订单。所取消的散货
元的两艘175,800载重吨散货轮和四艘79,800载重吨 轮订单总价值为1.6亿美元。
散货轮,还有为印尼客户建造一艘价值6750万美元的
85,000载重吨油轮。 财政亮点

回顾年内,造船业从2008年第二季度起面对极之艰 尽管面对经济发展放缓的大环境,JES凭籍着以往的
困的宏观经济环境,加上中国钢材由于受到原材料 营运策略,着重建造较大型和高价值的船只,使集团
短缺的影响价格攀升至历年来的最高点,大大增加 2008年度的营业额取得8.4%的稳健增长至16.2亿人
了集团的生产成本。有鉴于此,集团起动了多项减少 民币,高于2007年度的14.9亿人民币。
运作成本的应对方案。为了减少原材料成本及美元
对人民币汇率波动影响,集团经过多次与客户的协 在原材料价格不断攀升和美元对人民币汇率波动
商,在2008年第二季度成功与客户达成修改八个造 的影响下,集团2008年度的净利润下滑78.9%,至
船合约的协议,将销售价格提升2%至12%之间(八个 4750万人民币(相比2007年度的2.25亿人民币)。
造船合约价值大约2亿美元)。
于年底,本集团拥有现金及银行结余7.38亿人民币
虽然获取价格调整为减轻集团运作成本带来明显帮 (约1.55亿新币)。集团对造船业的长远发展前景怀有
助,但在2008年第四季度所爆发的百年不遇的金融 信心。我们也相信正在兴建的造船厂将增加集团的

08 Annual Report 2008


生产能力同时也能有效地提高集团的竞争优势并将 坞,面积约13万平方米的船体钢结构厂房并配备一
进一步增强我们持续发展能力。 座1200吨和两座400吨龙门起重机等各种辅助设施。
新厂建成后,它将有效地加强集团的造船能力,集
新的造船厂 团将能够同时建造三艘达176,000载重吨的散货轮,
或两艘重达300,000载重吨的油轮,或兴建较大型
如招股说明书和去年的年报所载,集团已投入首次 的海洋工程装备,如钻井平台等。即将完成的船体
公开售股筹集的资金在毗邻现有船厂,位于中国江苏 钢结构厂房会在2009年第二季度局部投产以便钢结
靖江市十圩港口兴建新的造船厂。 构工作可以在室内进行,减少恶劣天气对生产的影
响。干船坞预计会在2009年底全面建成并为集团来
新建的造船厂面积约30万平方米,深水港岸线会延 年的财务表现带来显著贡献。
长286米。它将包括一座约400米长,140米宽的干船

JES INTERNATIONAL HOLDINGS LIMITED 09


主席致词

策略 前景

建造较大型和高价船只仍然是JES未来的发展策略。 鉴于全球性金融危机以及缓慢的经济增长趋势我们
2008年度散货轮的营业额占总营业额的90.4%,相 预计集团在2009年里将会继续面对较为严峻的运作
比2007年度的76.7%增长近13.7%。截止2008年12月 环境,新的订单将会持续放缓。在2009年2月份,中
31日,JES正在为希腊,克罗地亚及南韩的客户建造 国中央政府批准了一系列刺激造船业的方案。其中
37,500载重吨,53,800载重吨和79,800载重吨的散 包括延长现有对于海洋轮船的财政政策至2012年,
货轮。在2008年第三季度我们完成并交付了最后一 为船东增加信贷支持以及提供资金用于高科技船只
艘集装箱船。 的研发等。这一系列刺激方案预计将对中国造船业
产生良好的影响。
JES在2008年度交付了七艘船只(五艘集装箱船和
两艘散货轮)。截止2008年12月31日,订单总额达
11.9亿美元,从2009年至2012年集团预计将交付三
十八艘船只。订单中的三艘85,000载重吨的油轮和
两艘175,800载重吨的散货轮将在新建的造船厂里建
造。

在全球经济放缓的状况下,原材料也出现价格下滑
的趋势。集团将借钢材价格下滑的时机开始储备钢
板以缓和将来可能的原材料上涨的压力。

为了增加生产能力和提高效率,集团已开始运用一
套先进的造船管理软件务求简化整个建造过程,包
括设计,生产计划和监测。最近,集团也聘请了一
批在造船业拥有丰富经验的人员加入管理和工程部
门。

我们也打算扩大集团在中国境外的销售网络,为现
有和新的造船厂争取更多订单,提升业务表现。

10 Annual Report 2008


致谢

尽管2009年将会有许多挑战,我们现有的船厂已经 在过去的一年里,公司在较严峻的运作环境中,仍
按照目前的订单将生产期安排至2012年并且乐观地 得以发挥强劲增长势头,保持全年盈利。此项成就
认为JES在2009年度将会保持盈利。 若无幕后的功臣们绝不可能发生。在此让我代表董
事会向全体员工,董事,股东,供应商和生意伙伴
在此,我也很高兴地宣布按照2009年2月6日中国船 致以衷心地感谢,并且希望在往后的日子里,你们
舶工业行协会刊登统计,JES在2008年被列为中国承 能一如既往的支持和协助我们。
接船舶订单量*(以载重吨计算)的前十大企业。

* http://www.cansi.org.cn/cansi_jjyx/85111.htm 金鑫
主席兼总裁

JES INTERNATIONAL HOLDINGS LIMITED 11


Financial Highlights

Revenue

1,800 1620.7
1,600 1494.8
1,400

1,200
1,000

800
RMB million

600

400
200
0
2007 2008

Revenue Breakdown by Vessel Type

90.4% Bulk Carriers

8.6% Containerships
2008
1.0% Ocean Engineering Vessels

Revenue Breakdown by Geographic Region

68.4% Europe

10.8% Canada
2008
1.0% PRC

19.8% Other Asian Countries

12 Annual Report 2008


Order Book

83.7% Bulk Carriers

16.0% Crude Oil Tankers

US$1.19Billion
0.3% Ocean Engineering Vessels

Financial Position

2007 2008

Earnings per Share* (RMB cents) 19.66 4.08


Net Tangible Assets per Share* (RMB cents) 143.49 147.03
Cash & Cash Equivalent (RMB millions) 1,435.08 737.60
Debt to Equity Ratio 0.67 1.0
Current Ratio 2.47 1.75

* The number of shares used to compute earnings per share and net tangible assets per share for 2007 and 2008 are
1,144,054,000 and 1,166,028,000, respectively.

JES INTERNATIONAL HOLDINGS LIMITED 13


Operations Review

Revenue

For the financial year ended 31 December 2008 (“FY2008”), In terms of geographic distribution, we continued to derive
JES International Holdings Limited (“JES” or the “Group”) the main bulk of FY2008 revenue from our customers in
recorded an 8.4% increase in revenue to RMB1.62 billion, Europe, comprising 68.4% of revenue as compared to 64.9%
from RMB1.49 billion in FY2007. The increase was mainly in FY2007. Revenue contribution from other geographical
attributed to the production of larger vessels with higher regions in FY2008 remain little changed from FY2007, with
contract prices. Canada contributing 10.8% and Asia contributing 20.8%. The
European customers comprise mainly of Greek and Croatian
Segmental Contribution shipowners for whom we are building bulk carriers of 37,500
DWT, 53,800 DWT and 79,800 DWT and we are also building
In line with its strategy to build larger vessels with higher contract 79,800 DWT bulk carriers for South Korean customers.
prices, JES derived 90.4% of revenue from constructing bulk
carriers, 8.6% from containerships and 1.0% from ocean Profitability
engineering vessels for the year under review. This can be seen
against the 76.7% revenue contribution from bulk carriers, JES recorded gross profit of RMB191.0 million in FY2008,
21.7% from containerships, 1.4% from ocean engineering down 39.1% from RMB313.5 million in FY2007. The increase
vessels and 0.2% from other vessels in FY2007. in revenue was offset by increased costs of production due
to higher raw material costs and increased outsourced work.
Correspondingly, gross margins declined to 11.8% in FY2008,
from 21.0% in FY2007.

14 Annual Report 2008


As a result of the higher cost of production and translation as the Group received more instalments from customers
losses of RMB69.5 million arising from the depreciation of resulting in higher commission expenses paid to shipbrokers
US dollar against RMB, profit attributable to equity holders as compared to FY2007.
for FY2008 was RMB47.5 million, a decline of 78.9% from
RMB224.9 million in FY2007. Administrative expenses in FY2008 increased 63.8% to
RMB29.1 million, from RMB17.8 million in FY2007. The
Earnings per share was 4.08 RMB cents for FY2008 increase was in tandem with the growth of the Group’s
(based on weighted average number of ordinary shares of operations as well as expenses related to JES’s status as
1,165,468,175) compared to 19.66 RMB cents for FY2007 a Singapore Exchange Mainboard-listed company such as
(for better comparison, computed based on number of directors’ fees and remuneration, travelling and compliance
ordinary shares in issue, from the IPO date to end of FY2007 expenses.
of 1,144,054,000).
Other operating expenses increased to RMB71.0 million in
Expenses FY2008, from RMB20.2 million in FY2007. The increase was
mainly attributed to a net exchange loss of RMB69.5 million,
Selling and distribution expenses – comprised commission arising from US dollar denominated contracted revenue being
expenses to shipbrokers – are dependent on timing of converted to RMB for percentage-of-completion recognition
instalments received from customers. For the year under at the beginning of construction, against the subsequent
review, selling and distribution expenses for JES increased lower amount of actual RMB received from customers.
14.3% to RMB57.8 million, from RMB50.6 million in FY2007,

JES INTERNATIONAL HOLDINGS LIMITED 15


Operations Review

Balance Sheet

As at 31 December 2008, property, plant and equipment Pledged fixed deposits used to secure refund guarantees
increased to RMB432.8 million, from RMB35.3 million as provided to customers as at 31 December 2008 amounted to
at 31 December 2007, due to the construction-in-progress RMB347.9 million, from RMB89.6 million as at 31 December
costs of building the new yard, which is being funded by the 2007 as the Group had more ongoing shipbuilding projects.
IPO proceeds. Depreciation of these costs is expected to
commence when the new yard begins operations in the later As at 31 December 2008, the Group had cash and cash
part of FY2009. equivalents of RMB737.6 million (approximately S$155.2
million), compared to RMB1.44 billion (approximately S$283.7
Inventories increased to RMB121.8 million as at 31 December million) as at 31 December 2007, which are mainly proceeds
2008, from RMB61.7 million as at 31 December 2007 mainly from the IPO and have been drawn down for the ongoing
due to more ongoing shipbuilding projects in FY2008. construction of the new yard. The estimated costs of the new
Correspondingly, other receivables, prepayments and yard construction are approximately S$148.2 million of which
deposits increased to RMB731.0 million as at 31 December we have utilised S$61.0 million.
2008, compared to RMB452.8 million as at 31 December
2007 as JES made more advance payments to suppliers for
equipment, engines and raw materials.

16 Annual Report 2008


Order Book

As at 31 December 2008, with the Group having a larger As at 31 December 2008, the Group’s order book stood
number of vessels under construction, combined trade approximately at US$1.19 billion, for 38 vessels (mainly bulk
payables and notes payable – both relating to equipment and carriers) to be delivered from FY2009 to FY2012. JES delivered
raw materials for shipbuilding – rose to RMB464.5 million, from a total of five containerships (last containership in order book
RMB416.4 million as at 31 December 2007. delivered in 3Q08) and two bulk carriers to customers in
FY2008, compared to eight vessels in FY2007.
Amounts due to customers for construction contracts as
at 31 December 2008 increased to RMB937.8 million, JES’s current order book comprises 83.7% bulk carriers,
from RMB312.8 million as at 31 December 2007 as 16.0% crude oil tankers and 0.3% ocean engineering vessels.
the Group received more advances from customers for Of these, three 85,000 LTDW crude oil tankers and two
effective shipbuilding contracts that have yet to commence 175,800 DWT bulk carriers will be constructed at the new yard.
construction. The new yard – the core of the Group’s expansion plans – and
its additional shipbuilding capacity and new facilities will allow
Short term borrowings for the Group amounted to RMB20.0 the Group to secure more orders for larger, higher value and
million as at 31 December 2008, compared to RMB143.7 more technologically advanced vessels such as bulk carriers
million as at 31 December 2007. JES did not have any long beyond 100,000 DWT, crude oil tankers as well as offshore
term borrowings as at 31 December 2008. equipment such as oil rigs and FPSOs.

JES INTERNATIONAL HOLDINGS LIMITED 17


Board Of Directors

1 Jin Xin 2 Chong Teck Sin 3 Tong Chi Ho


Chairman and Lead Independent Non-Executive Director
3 4 6
5 Chief Executive Officer Director

4 Sha Pengcheng 5 Zhu Xiaoyang 6 Ong Kian Guan


Executive Director Executive Director Independent Director
1 2

18 Annual Report 2008


Mr Jin Xin (金鑫) Chairman and Chief Executive Officer Mr Zhu Xiaoyang (朱晓阳) Executive Director

is our Group’s founder and was appointed as a Director of was appointed as our Executive Director on 5 November
our Company on 18 August 2006 and as our Chairman and 2007. He is our Production Director for our Production
CEO pursuant to a Service Agreement on 5 November 2007. and Quality Control Department. He is responsible for the
Mr Jin oversees the overall management and operations of strategic management of all our Group’s projects as the
our Group and is also responsible for formulating the business Production Director. As the Production Director, he is in charge
strategies and policies of our Group. He possesses substantial of formulating and implementing management policies for
experience and knowledge of the shipbuilding industry. From the hull shop and the pre-outfitting shop. Mr Zhu joined the
1970 to 1977, Mr Jin worked as a technician with Shiwei Yard Jingjiang No. 2 Shipyard in 1975. He was gradually promoted
in Jiangsu Province, which later became Jingjiang County No. to be supervisor of the steel shop, deputy plant manager,
2 Shipyard. After graduating from Jingjiang County Workers’ manager of a painting plant of Jingjiang Ship Engineering
University, he returned to Jingjiang County No. 2 Shipyard and General Company and subsequently to deputy general
was appointed as the deputy head of its technical department. manager.
In 1984, Mr Jin was promoted to its deputy plant manager to
take charge of manufacturing. When the Jingjiang Jointly-Run Mr Zhu obtained a certificate in Ship Design and Construction
Shipyard was founded in 1987, Mr Jin was appointed as its from Zhenjiang Ship Institute in 1988 and a diploma in
plant manager. Under Mr Jin’s leadership, the Jingjiang Jointly- Economic Management from Economic Management Institute
Run Shipyard underwent various restructuring exercises of Yangzhou University in 1998 and became accredited by
and became Jiangsu Eastern, the business of which we Taizhou Professional Qualification Accreditation Office as a
acquired through the restructuring exercise before the IPO of qualified engineer in 2005.
the Company.
Mr Tong Chi Ho (唐志浩) Non-Executive Director
Mr Jin obtained a Diploma in Machinery Manufacturing from
Jingjiang County Workers’ University in 1983. He became is our Non-Executive Director. He was appointed as a Director
accredited by Taizhou Professional Qualification Accreditation of our Company on 4 April 2006. He is currently the Chairman
Office as a qualified senior engineer in 2001. Mr Jin was also of Excel Technology (China) Co., Ltd, a company engaged
accredited by the Jiangsu Province Department of Personnel in providing various information technology applications
as a senior economist in 2006. and solutions in relation to various business functions such
as manufacturing, supply chain management, customer
Mr Sha Pengcheng (沙鹏程) Executive Director relationship management and third party logistics. He was
also its chief executive officer from 2003 to December 2006.
was appointed as our Executive Director on 5 November Mr Tong was formerly the President and Chief Executive
2007. He is our Administration Director for our Administration Officer of Omnibz (S) Pte Ltd from 2000 to 2003. From 1996
Department. His responsibility is to formulate and implement to 1999, he was a manager at Manufacture Services (S) Pte
policies as well as to oversee all matters relating to work safety, Ltd and was in charge of information technology management
environmental protection and security. From 1974 to 1980, Mr in the Asia Pacific region.
Sha worked as the deputy factory supervisor at Shiwei Yard
and was promoted to be the factory supervisor and head of Mr Tong was appointed as an independent director of Wanxiang
manufacturing department in 1980 and 1985, respectively. International Limited, a company also listed on the mainboard
When the Jingjiang Jointly-Run Shipyard was founded in of the SGX-ST, since 18 May 2007. Mr Tong obtained a
1987, Mr Sha was appointed as its assistant plant manager Master’s degree in Computer Science and Applications from
and head of manufacturing department. In 1994, he was also Queen’s University of Belfast, United Kingdom in 1990.
appointed as the Assistant General Manager of Jingjiang Ship
Engineering and subsequently Assistant General Manager at
Jiangsu Eastern.

Mr Sha was accredited as a qualified technician in 1989 by the


Yangzhou Professional Qualification Reformation Office.

JES INTERNATIONAL HOLDINGS LIMITED 19


Board Of Directors

Mr Chong Teck Sin (张铁沁) Lead Independent Director Mr Ong Kian Guan (王健源) Independent Director

is our Lead Independent Director and was appointed as our is an Independent Director of our Company and was appointed
Director on 5 November 2007. Since October 2008, Mr Chong on 5 November 2007. Mr Ong is also an Independent
has been appointed as a member of the Board of Directors of Director of three other companies listed in Singapore which
the National Kidney Foundation. He has also been a board includes China Haida Ltd, China Animal Healthcare Ltd and
member of the Accounting and Corporate Regulatory Authority China XLX Fertiliser Ltd. He is currently an Audit Partner of
since April 2004. He was previously the Group Managing Baker Tilly TFWLCL and specialises in the audits of public
Director (Commercial) of Seksun Corporation Ltd from 1999 listed companies, and initial public offering, financial due
to 2004 where he was responsible for the overall management diligence and outsourced internal audit assignments. From
of the Seksun Group. Prior to joining Seksun Corporation Ltd, August 2002 to November 2004, he was the Chief Financial
he was the Strategic Development Director of China for Glaxo Officer of Medtecs International Corporation Limited and
Wellcome Asia Pacific Pte Ltd from 1997 to 1999 responsible was responsible for the financial aspects as well as certain
for the strategic development of Glaxo’s China business. He administrative affairs of the group. Prior to that, he was an
was the General Manager and then Senior General Manager Audit Senior and thereafter a Senior Audit Manager with Arthur
of Singapore Suzhou Industrial Park Development Co., Ltd Andersen from February 1995 to June 2002. He graduated
from 1994 to 1997 pioneering the development of Suzhou from Nanyang Technological University with a Bachelor’s
Industrial Park. degree in Accountancy in 1992.

Mr Chong is currently the director of three other companies


listed on the mainboard of the SGX-ST. He is also an
independent non-executive director of a HKSE GEM-listed
company named Changan Minsheng APLL Logistics Co., Ltd
and is a director of British-American Tobacco (Singapore) Pte
Ltd.

Mr Chong obtained a Bachelor of Engineering (Naval


Architecture) degree from the University of Tokyo and a
Master’s degree in Business Administration from the National
University of Singapore in 1981 and 1987, respectively.

20 Annual Report 2008


Key Management

Tin It Phong (陈一峰) Chief Financial Officer Yang Lifeng (杨立峰) Sales and Marketing Manager

Mr Tin is responsible for the financial, accounting, budgeting Mr Yang is responsible for formulating our sales strategies
and taxation matters of our Group and reports directly to our and marketing plans. Mr Yang started his career in 1997 and
Chairman and CEO. He joined our Group on 15 September joined Jingjiang Ship Engineering as a worker in the paint
2006. From 1997 to 2002, Mr Tin worked as an audit staff shop. In 1999, Mr Yang was transferred to the sales and
with Arthur Andersen. From 2002 to 2004, he was appointed marketing department. He was promoted to deputy head of
as an Audit Manager first at Ernst & Young and then at KPMG. sales and marketing department of Jingjiang Sumec in 2003
From 2004 to 2005, he worked as an Accounting Manager and continued to hold that position in Jiangsu Eastern until
at Pacific International Lines. He was appointed the Chief 2006. Mr. Yang was appointed to his current position in 2006.
Financial Officer of Zen Development Holdings Limited in He obtained a Diploma in Chemical Engineering from Suzhou
August 2005. Mr Tin became a Certified Public Accountant University in the PRC in 1997.
of the Institute of Certified Public Accountants of Singapore in
2000. He graduated from Nanyang Technological University,
Singapore, in 1997 and holds a Bachelor of Accountancy
degree.

Liu Weiyun (刘卫云) Finance Manager

Mr Liu is responsible for the financial and accounting matters


of our PRC operations. Mr Liu joined as an accounts staff
of Jingjiang Jointly-Run Shipyard in 1990. In 1994, he was
promoted to be its accountant. From 1996 to 2000, Mr Liu
worked as the deputy head of finance department of Jingjiang
Ship Engineering. In 2001, he was appointed as the deputy
head of finance department of Jingjiang Sumec and continued
to hold that position in Jiangsu Eastern until 2006. Mr. Liu was
appointed to his current position in 2006. Mr Liu obtained a
Certificate in Accounting and Statistics from Jingjiang Industrial
Enterprise Management School in 1990 and was accredited
by Taizhou Professional Qualification Accreditation Office in
the PRC as a qualified accountant in 2003.

JES INTERNATIONAL HOLDINGS LIMITED 21


Key Management

Huang Zhangming (黄章明) Project Manager Zheng Daizhong (郑代忠) Technical Manager

Mr Huang is responsible for co-ordinating and managing our Mr Zheng is responsible for overseeing construction design
construction projects. From 1986 to 1989, he worked in the and production management design of all our projects.
accounting department of Jingjiang Energy-saving Materials From 1996 to 1997, Mr Zheng worked as an apprentice with
Plant. In 1991, Mr Huang joined Jingjiang Jointly-Run Shipyard Jingjiang Ship Engineering. He was promoted to a technician
as the supervisor of the machinery and electronics workshop. in 1997. From 2001 to 2003, he was the head of engineering
He was subsequently appointed as the head of hull workshop division at Jingjiang Sumec. In 2004, Mr Zheng was appointed
and the head of logistics management department. In 2005, as the deputy head of the technical department at Jiangsu
Mr Huang was appointed as the assistant general manager Eastern and the chief project engineer for the construction of
and the head of planning department of Jiangsu Eastern. vessels of 7,600 DWT. In 2006, Mr Zheng was promoted to
Mr. Huang was appointed to his current position in 2006. Mr his current position and he is also the chief project engineer
Huang obtained a Certificate in Economic Management from for the construction of bulk carriers of 80,300 DWT. In 1996,
Economic Management Institute of Yangzhou University in the he obtained a Certificate in Engine Equipment from Liaoning
PRC in 1998. Bohai Shipping Industry School in the PRC.

Zhu Jianjiang (朱建江) Project Manager

Mr Zhu is responsible for co-ordinating and managing our


construction projects. Mr Zhu started his career as a technician
with the Jingjiang Jointly-Run Shipyard in 1988. In 1994, he
was appointed as the head of technical department of Jingjiang
Ship Engineering. In 2001, Mr Zhu was promoted to assistant
general manager and project manager whilst still holding the
position as head of technical department in Jingjiang Sumec
and he continued in these roles in Jiangsu Eastern until 2006.
Mr Zhu was appointed to his current position in 2006. In
1988, Mr Zhu obtained a certificate in Shipbuilding Design and
Manufacturing from Wuhan Water Transportation College in the
PRC. He was accredited by Taizhou Professional Qualification
Accreditation Office in the PRC as a qualified engineer in
2005.

22 Annual Report 2008


Corporate Information

Board of Directors Principal Place of Business


Jin Xin (Chairman and Chief Executive Officer) Shiwei Port
Sha Pengcheng (Executive Director) Jingjiang City, Jiangsu Province
Zhu Xiaoyang (Executive Director) People’s Republic of China 214521
Chong Teck Sin (Lead Independent Director) Website: www.jes-intl.com
Ong Kian Guan (Independent Director)
Tong Chi Ho (Non-Executive Director) Auditors
BDO Raffles
Audit Committee (Public Accountants and Certified Public Accountants)
Chong Teck Sin (Chairman) 19 Keppel Road
Ong Kian Guan #02-01 Jit Poh Building
Tong Chi Ho Singapore 089058

Remuneration Committee Partner-in-charge: Lai Keng Wei


Ong Kian Guan (Chairman) (Appointed with effect since financial year ended 31
Chong Teck Sin December 2008)
Tong Chi Ho
Company Secretary
Nominating Committee Chai Xui Gyn, ACIS
Ong Kian Guan (Chairman)
Chong Teck Sin Share Registrar
Jin Xin Boardroom Corporate & Advisory Services Pte. Ltd.
3 Church Street #08-01
Executive Committee Samsung Hub
Jin Xin (Chairman) Singapore 049483
Sha Pengcheng
Zhu Xiaoyang Principal Banker
Tin It Phong ABN AMRO Bank N.V.
One Raffles Quay
Registered Office South Tower, Level 26
8 Cross Street Singapore 048583
#11-00 PWC Building
Singapore 048424 Company Registration Number
Tel: +65 6236 3333 200604831K
Fax: +65 6236 4399

JES INTERNATIONAL HOLDINGS LIMITED 23


CORPORATE GOVERNANCE REPORT, FINANCIAL REPORT & OTHER INFORMATION

25 Corporate Governance Report


37 Directors’ Report
41 Statement By Directors
42 Independent Auditors’ Report
44 Balance Sheets
45 Consolidated Income Statement
46 Consolidated Statement Of Changes In Equity
47 Statement Of Changes In Equity
48 Consolidated Statement Of Cash Flow
50 Notes To The Financial Statements
95 Statistics Of Shareholdings
97 Notice Of Annual General Meeting
Proxy Form
Corporate governance report

The Board of Directors of JES International Holdings Limited (“Board”) recognises the importance of and
is committed to setting and maintaining a high standard of corporate governance to protect shareholders’
interests and enhance long-term shareholders’ value and corporate transparency. This Corporate Governance
Report outlines the Group’s corporate governance processes and activities with reference to the Singapore
Code of Corporate Governance introduced in April 2001 and amended in 2005 (“Code”).

The Group is in the course of implementing further practices to comply more fully with the recommendation of
the Code. Where there are deviations from the Code, appropriate explanations will be provided.

PRINCIPLE 1: BOARD’S CONDUCT OF AFFAIRS

Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the success of the company. The Board works with Management to achieve
this and the Management remains accountable to the Board.

The Board is responsible for the overall direction and management of the Group. Its role involves the
protection and enhancement of long-term shareholders’ value through the enhancement of corporate
performance and accountability.

Key matters which the Board oversees include:

(i) approve board policies, strategies and long-term objectives of the Group;

(ii) ensure monitoring of management performance;

(iii) oversee the processes for evaluating the adequacy of internal controls, risk management, financial
reporting and compliance (See Principle 12 on internal controls and risk management);

(iv) review and approve annual financial budgets, material acquisitions of assets, major funding proposals,
investment and divestment proposals; and

(v) assume responsibility for corporate governance.

All directors are obliged to act in good faith and consider the interests of the Company at all times.

To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating
Committee and Remuneration Committee. The Board has also established an Executive Committee with effect
from 19 February 2008. Each committee has its own defined terms of reference and operating procedures.
The effectiveness of each committee is also constantly reviewed by the Board.

The Board meets on a regular basis and when necessary to address any specific matter. Article 120(2) of
the Company’s Articles of Association provides for the meetings to be convened via teleconferencing or
videoconferencing.

JES INTERNATIONAL HOLDINGS LIMITED 25


Corporate governance report

The number of Board and Board Committee meetings held during the financial year 2008 and the attendance
of each director where relevant are as follows:

Audit Remuneration Nominating Executive


Board Committee Committee Committee Committee
No. of No. of No. of No. of No. of No. of No. of No. of No. of No. of
meetings meetings meetings meetings meetings meetings meetings meetings meetings meetings
Directors held attended held attended held attended held attended held attended
Jin Xin 4 4 — — — — 2 2 8 8
Sha Pengcheng 4 3 — — — — — — 8 5
Zhu Xiaoyang 4 2 — — — — — — 8 4
Ong Kian Guan 4 4 4 4 1 1 2 2 — —
Tong Chi Ho 4 4 4 4 1 1 — — — —
Chong Teck Sin 4 4 4 4 1 1 2 2 — —

All directors are provided with regular updates on changes in the relevant laws and regulations to enable them
to make well-informed decisions and to ensure that the directors are competent in carrying out their expected
roles and responsibilities. Management also conducts orientation programme and briefings, where necessary,
to familiarise newly appointed directors with the various businesses operations and processes of the Group.
First-time directors have also undertaken training on the roles and responsibilities of being a director of a
listed company.

Directors may also request for further explanations, briefings or information on any aspect of the operations or
business issues from management.

The Board set up the Executive Committee (“EC”) which comprises of three executive directors and the CFO:

(i) Mr Jin Xin (Chairman of EC)


(ii) Mr Sha Pengcheng
(iii) Mr Zhu Xiaoyang
(iv) Mr Tin It Phong

The EC is formed with a view to facilitate and streamline the Group’s decision making process. This committee
is delegated with the authority and responsibility for the day to day operational management and with limits
of the executive power delegated by the Board, to be responsible for the supervision of management of the
Group’s operation.

The principal responsibilities of the EC are as follows:-

(a) make key decisions on the day to day operational management and supervision of the management of
the Group’s operation;

(b) manage capital expenditure for amounts not exceeding US$3 million;

(c) manage procurement in relation to ship building contract expenditure for amounts not exceeding US$10
million; and

(d) to review the performance of the Company and its group of companies, deliberate on corporate
strategies, group business and principal risks, address important operational and financial issues and
make recommendations to the Board for approval.

Any transactions that exceed the above scopes would require separate Board approval.

The EC shall convene a meeting as and when the Chairman or any member of EC deems fit.

26 Annual Report 2008


Corporate governance report

PRINCIPLE 2: BOARD COMPOSITION AND GUIDANCE

There should be a strong and independent element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular, from Management. No individual or small group
of individuals should be allowed to dominate the Board’s decision making.

The Board currently has six directors, comprising three executive directors and three non-executive directors,
namely: -

(i) Mr Jin Xin (Chairman and CEO)


(ii) Mr Sha Pengcheng (Executive Director)
(iii) Mr Zhu Xiaoyang (Executive Director)
(iv) Mr Chong Teck Sin (Lead Independent Director)
(v) Mr Ong Kian Guan (Independent Director)
(vi) Mr Tong Chi Ho (Non-executive Director)

Both Mr Chong Teck Sin and Mr Ong Kian Guan, the independent directors, do not have any existing business
or professional relationship with the Group, the directors or substantial shareholders.

The Board examines its size and considers that the current Board size (6) and number of Board committees
appropriate for effective decision-making, taking into account the scope and nature of the operations of the
Group.

The Board considers that its directors possess the necessary experience and knowledge to lead the Group
effectively. The details of each director’s experience are provided in the “Board of Directors” section on pages
18 to 20 in this annual report.

The non-executive directors participate actively in the Board committees. They are free to request for further
clarification and also has separate and independent access to the Group’s senior management. When
necessary, the non-executive directors initiate meetings to address any specific matter. This is usually led by
the Lead Independent Director who co-ordinates informal meeting sessions, involving any other management
team member if required.

PRINCIPLE 3: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

There should be a clear division of responsibilities at the top of the company – the working of the Board
and the executive responsibility of the company’s business – which will ensure a balance of power and
authority, such that no one individual represents a considerable concentration of power.

The Group’s Chairman, Mr Jin Xin, is also the Chief Executive Officer (“CEO”). Mr Jin, as the founder, has
played an instrumental role in developing business of the Group. He has considerable industry experience
and has provided the Group with strong leadership and vision. It is hence the view of the Board to adopt
a single leadership structure, whereby the Chairman and CEO are the same individual. However, as good
corporate governance practice and to ensure that there is no concentration of power and authority vested in
one individual, Mr Chong Teck Sin has been appointed as the Lead Independent Director. He will be available
to the shareholders where their concerns cannot be resolved through the normal channels to the Chairman or
CEO, or where such contact is not possible or inappropriate.

JES INTERNATIONAL HOLDINGS LIMITED 27


Corporate governance report

Hence, the Directors are of the view that there are sufficient safeguards and checks to ensure the process of
decision-making by the Board is independent and based on collective decision-making without the Chairman
being able to exercise considerable power or influence.

The Chairman leads the Board to ensure its effectiveness on all aspects of its role. He approves the agendas
for the Board and the agendas for Board committees are approved by the Chairman together with the
respective chairman of the Board committees.

The Chairman also exercises control over the quality, quantity and timeliness of information flow between the
Board, management and shareholders of the Company. He encourages interactions between the Board and
senior management, as well as between the executive and non-executive directors. The Chairman also takes
a leading role in ensuring the Group’s compliance with corporate governance guidelines.

PRINCIPLE 4: BOARD MEMBERSHIP

There should be a formal and transparent process for the appointment of new directors to the Board.

PRINCIPLE 5: BOARD PERFORMANCE

There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by
each director to the effectiveness of the Board.

The Board established a Nominating Committee (“NC”), which includes two independent directors and one
executive director namely:

(i) Mr Ong Kian Guan (Chairman of NC)


(ii) Mr Chong Teck Sin
(iii) Mr Jin Xin

The functions of the NC are as follows:

(a) recommend to the Board on all Board appointments, re-nomination, re-election and removal of
incumbents to/from the Board having regard to the independence of the existing and proposed
directors, their qualification, knowledge, skills, expertise, performance and contributions;

(b) assessing the independence of each director;

(c) ascertaining whether each director is able to and has been adequately carrying out his duties as a
director; and

(d) evaluate the performance and effectiveness of the Board as a whole.

The NC will decide on how the Board’s performance is to be evaluated and propose objective performance
criteria, subject to the approval of the Board, which addresses how the Board has enhanced long-term
shareholders’ value. The Board will also implement a process to be carried out by the NC for assessing the
effectiveness of the Board as a whole and for assessing the contribution by each individual director to the
effectiveness of the Board. In assessing an individual director, the NC may take into account factors, such
as directors’ attendance at Board meetings and committee meetings (where applicable) and preparedness,
candour and participation shown at such meetings.

28 Annual Report 2008


Corporate governance report

Each member of the NC shall abstain from voting on any resolutions and making any recommendations and/or
participating in any deliberations of the NC in respect of the assessment of his performance or re-nomination
as director.

Article 107 of the Company’s Articles of Association provides that one-third of the Board is required to be
retired from office at each Annual General Meeting (“AGM”). The directors will submit themselves for re-
nomination and re-election at regular intervals and at least once every three years.

Date of initial Date of last re-election Directorship in other


Name of Director appointment as Director as Director listed companies
Mr Jin Xin 18 August 2006 24 April 2008 None
Mr Sha Pengcheng 5 November 2007 24 April 2008 None
Mr Zhu Xiaoyang 5 November 2007 24 April 2008 None
Mr Chong Teck Sin 5 November 2007 24 April 2008 Wanxiang International
Limited
Beyonics Technology
Limited
Sihuan Pharmaceutical
Holdings Group Ltd
Mr Ong Kian Guan 5 November 2007 24 April 2008 China Animal Healthcare
Ltd
China Haida Ltd
China XLX Fertiliser Ltd
Mr Tong Chi Ho 4 April 2006 – Wanxiang International
Limited

PRINCIPLE 6: ACCESS TO INFORMATION

In order to fulfil their responsibilities, Board members should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis.

Management has an obligation to supply the Board with complete, adequate information in a timely manner.
The Board is free to request for further clarification and also has separate and independent access to the
Group’s senior management, as well as to the company secretary. In the furtherance of their duties, directors
may consult independent professional advice, if necessary, at the Group’s expense.

PRINCIPLE 7: PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

There should be a formal and transparent procedure for developing policy on executive remuneration and
for fixing the remuneration packages of individual directors. No director should be involved in deciding his
own remuneration.

PRINCIPLE 8: LEVEL AND MIX OF REMUNERATION

The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run
the company successfully but companies should avoid paying more than is necessary for this purpose. A
significant proportion of executive directors’ remuneration should be structured so as to link rewards to
corporate and individual performance.

JES INTERNATIONAL HOLDINGS LIMITED 29


Corporate governance report

The Board had set up a Remuneration Committee (“RC”) which consists of two independent directors and one
non-executive director namely: -

(i) Mr Ong Kian Guan (Chairman of RC)


(ii) Mr Chong Teck Sin
(iii) Mr Tong Chi Ho

The functions of the RC are as follows:

(a) to recommend to the Board a framework of remuneration for directors and executive officers; and

(b) to determine specific remuneration packages for each executive director, covering all aspects of
remuneration, including but not limited to director’s fees, salaries, allowances, bonuses, options and
benefits in kind.

The executive directors have service contracts of an initial period of three years which include performance
bonuses. The RC shall review the drafts of all service contracts to be entered into between an executive
director and the Company before giving its recommendations to the Board. Non-executive and independent
directors have no service contracts. The payment of directors’ fees to non-executive and independent
directors is subject to the approval at the AGM.

No director or member of the RC shall be involved in deciding his own remuneration, compensation, options
or any form of benefits to be granted to him, except for providing information and documents specifically
requested by the Committee to assist it in its deliberations.

PRINCIPLE 9: DISCLOSURE OF REMUNERATION

Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration
and the procedures for setting remuneration in the company’s annual report. It should provide disclosure
in relation to its remuneration policies to enable investors to understand the link between remuneration
paid to directors and key executives, and performance.

A breakdown showing each director’s remuneration, in percentage terms showing the level and mix for the
year ended 31 December 2008, is as follows:

Fees Salaries Bonus Other benefits Total


Directors % % % % %
S$250,000 to below S$500,000
Jin Xin – 98 – 2 100
Below S$250,000
Sha Pengcheng – 100 – – 100
Zhu Xiaoyang – 94 – 6 100
Chong Teck Sin 100 – – – 100
Ong Kian Guan 100 – – – 100
Tong Chi Ho 100 – – – 100

All the key executives (Mr Tin It Phong, Mr Liu Weiyun, Mr Yang Lifeng, Mr Huang Zhangming, Mr Zhu
Jianjiang, Mr Zheng Daizhong and Mr Zhang Zhizhong) earned remuneration of below S$250,000 for the
financial year ended 31 December 2008. Mr Zhang Zhizhong had left the Group as at 31 December 2008.

There is no employee of the Group who is an immediate family member of a director or substantial shareholder
whose remuneration exceeds S$150,000 for the financial year ended 31 December 2008.

30 Annual Report 2008


Corporate governance report

PRINCIPLE 10: ACCOUNTABILITY AND AUDIT

The Board should present a balanced and understandable assessment of the company’s performance,
position and prospects.

The Board provides shareholders with quarterly and annual financial reports via SGXNET. Results for the first
three quarters are released to shareholders within 45 days of the end of each quarter. Annual results are
released within 60 days of the financial year-end. In presenting the annual and quarterly financial statements
to shareholders, the Board aims to provide shareholders with a balanced and clear assessment of the Group’s
position and prospects.

PRINCIPLE 11: AUDIT COMMITTEE

The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set
out its authority and duties.

The Board set up an Audit Committee (“AC”) which comprises two independent directors and one non-
executive director namely:

(i) Mr Chong Teck Sin (Chairman of AC)


(ii) Mr Ong Kian Guan
(iii) Mr Tong Chi Ho

The AC will assist the Board in discharging its responsibilities to safeguard the Group’s assets, maintain
adequate accounting records, and develop and maintain effective systems of internal control, with the
overall objective of ensuring that the management creates and maintains an effective control environment in
the Group. The AC will provide a channel of communication between the Board, management, internal and
external auditors on matters relating to audit.

The main functions of the AC are as follows:

(a) review with the internal and external auditors on the audit plans, their evaluation of the Group’s system
of internal accounting controls, their letter to management and the management’s response;

(b) commission an external auditor or a suitable accounting firm to review the adequacy and effectiveness
of the Group’s existing system of internal controls;

(c) review the quarterly and annual financial information including balance sheets and income statements
and auditors’ report (where applicable) before submission to the Board of Directors for approval,
focusing in particular on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, compliance with accounting standards and compliance with the
Listing Manual(1) and any other relevant statutory or regulatory requirements;

(d) review the Group’s internal control procedures and ensure co-ordination between the internal/external
auditors and the management, and review the assistance given by the management to the auditors,
and discuss problems and concerns, if any, arising from the interim and final audits, and any matters
which the auditors may wish to discuss (in the absence of the management, where necessary);

(e) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact
on the Group’s operating results or financial position, and the management’s response;

JES INTERNATIONAL HOLDINGS LIMITED 31


Corporate governance report

(f) review the independence of the external auditors, consider the appointment or re-appointment of the
external auditors and matters relating to the resignation or dismissal of the auditors;

(g) consider and recommend all proposed transactions not in the ordinary course of the Company’s
business of value exceeding S$5,000,000 which are submitted by the executive management of the
Company to the AC;

(h) grant prior approval before entry by the Group into:

(i) any proposed interested person transactions of value exceeding S$1,000,000 (or its equivalent in
Renminbi) or 3% of the Company’s last audited net tangible assets, whichever is the lower; and

(ii) any proposed new type of interested person transaction, regardless of value;

(i) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual
at least on a quarterly basis;

(j) review potential conflicts of interests, if any;

(k) review on a quarterly basis the report prepared by management setting out the progress of vessels
under construction pursuant to the shipbuilding contracts relative to the agreed delivery dates of those
vessels;

(l) if the Group decides to enter in hedging transactions, review the procedures put in place by the Group;

(m) review and, if in the best interest of the Group, approve the acquisition of the land use rights relating to
the new yard, including the price to be paid for such land use rights;

(n) undertake such other reviews and projects as may be requested by the Board of Directors, and will
report to the Board of Directors its findings from time to time on matters arising and requiring the
attention of the AC; and

(o) generally undertake such other functions and duties as may be required by statute or the Listing
Manual, or such amendments as may be made thereto from time to time.

Note:

(1) Colin Ng & Partners LLP has been appointed as the Group Compliance Advisor to assist management in complying with the
Company’s continuing listing obligations under the Listing Rules.

In relation to the purchase of the land use rights relating to the new yard, the AC has adopted the following
guidelines:

- the AC shall review and, in the best interests of the Group, approve the proposal of the terms of the
land to be purchased, in particular the price or price range;

- the AC may engage the services of a professional valuer and such other industry experts for guidance
in its review and approval process; and

- the AC may from time to time, adopt such additional or other new guidelines as it deems fit.

32 Annual Report 2008


Corporate governance report

Apart from the duties listed above, the AC will commission and review the findings or internal investigations
into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of
any Singapore law, rule or regulation which has or is likely to have a material impact on the Group’s operating
results and/or financial position. Each member of the AC shall abstain from voting on any resolutions and
making any recommendations and/or participating in any deliberations of the AC in respect of matters in
which he is interested.

The AC has the power to conduct or authorise investigations into any matters within the AC’s scope of
responsibilities. The AC is authorised to obtain independent professional advice if it deems necessary in the
discharge of its responsibilities. Such expenses are to be borne by the Group.

The AC has full access to the management and also full discretion to invite any director or key management
to attend its meetings, and has been given reasonable resources to enable it to discharge this function.

The AC meets with the external auditors, without the presence of management, at least once a year.

PRINCIPLE 12: INTERNAL CONTROLS

The Board should ensure that the Management maintains a sound system of internal controls to safeguard
the shareholders’ investments and the company’s assets.

The Board is responsible for the overall internal control framework and is fully aware of the need to put in
place a system of internal controls within the Group to safeguard shareholders’ interests and the Group’s
assets, and to manage risks. The Board recognises that, in the absence of evidence to the contrary, the
internal control system maintained by the Group’s management and that was in place throughout the financial
year and up to the date of this report provides reasonable, but not absolute, assurance against material
financial misstatements or losses, and includes the safeguard of assets, the maintenance of proper accounting
records, the reliability of financial information, compliance with appropriate legislation, regulations and best
practices, and the identification and containment of financial, operational and compliance risks. The Board
notes that all internal control systems contain inherent limitations and no system of internal controls could
provide absolute assurance against the occurrence of material errors, poor judgment in decision-making,
human error losses, fraud or other irregularities. The Board is satisfied that currently there are adequate
internal controls in the Group.

PRINCIPLE 13: INTERNAL AUDIT

The company should establish an internal audit function that is independent of the activities it audits.

The Company has appointed Messrs TransFingo Pte Ltd as its internal auditor during the financial year ended
31 December 2008. The internal auditor will report directly to the AC.

The AC has the responsibility to establish an independent internal audit function, review the internal audit
program and ensure coordination between internal auditors, external auditors and management and ensure
that the internal auditor meets or exceeds the standards set by nationally or internationally recognised
professional bodies.

Separately, in order to ensure compliance with the Company’s continuing listing obligations under the Listing
Manual and in accordance with sound corporate governance principles, the Company has also appointed
Colin Ng & Partners LLP as the Group Compliance Advisor.

JES INTERNATIONAL HOLDINGS LIMITED 33


Corporate governance report

The Compliance Advisor will, inter alia, do the following:

(a) assist management in complying with the Company’s continuing listing obligations under the Listing
Manual; and

(b) conduct a refresher training course for the directors and management on the continuing listing
obligations under the Listing Manual and the corporate governance standards set out in the Code of
Corporate Governance 2005.

PRINCIPLE 14: COMMUNICATION WITH SHAREHOLDERS

Companies should engage in regular, effective and fair communication with shareholders.

PRINCIPLE 15: GREATER SHAREHOLDER PARTICIPATION

The company should encourage greater shareholder participation at AGMs, and allow shareholders the
opportunity to communicate their views on various matters affecting the company.

The management is committed to regular and proactive communication with its shareholders in line with
continuous disclosure obligations of the Group according to the Listing Manual of the SGX-ST. Pertinent
information will be disclosed to shareholders in a timely, fair and equitable manner.

Information is disseminated to shareholders on a timely basis through:

SGXNET announcements and news releases

Annual Report prepared and issued to all shareholders

The Group’s website at www.jes-intl.com which shareholders can access information on the Group,
such as corporate announcements, press releases, annual reports and corporate profile of the Group.

All shareholders of the Company receive the annual reports, circulars and notices of the AGM. The notices
are also advertised in newspapers. The participation of shareholders is encouraged at the Company’s AGM.
The Chairman of the Audit Committee, Remuneration Committee, Nomination Committee and Executive
Committee will be available at the forthcoming AGM to answer questions. The external auditors will also be
present to assist the directors in addressing any relevant queries from the shareholders.

PRINCIPLE 16: CODE ON DEALING IN SECURITIES, INTERESTED PERSON TRANSACTIONS POLICY, ETC.
(This is not a requirement under the Code)

16.1 Dealings in Securities

The Group has adopted a set of code in relation to dealings in the Company’s securities to all its
officers pursuant to the SGX-ST Listing Manual. The Group and its officers are not allowed to deal
in the Company’s shares during the period commencing two weeks before the announcement of
the Company’s financial statements for each of the first three quarters of its financial year and one
month before the announcement of the Company’s full year financial statements or when they are in
possession of any unpublished price sensitive information of the Group.

34 Annual Report 2008


Corporate governance report

16.2 Interested Person Transactions

The Group has established procedures to ensure that all transactions with interested persons are
reported in a timely manner to the AC and that transactions are conducted on an arm’s length basis
that are not prejudicial to the interests of the shareholders.

Aggregate value of
all interested person
transactions during the
financial year under review Aggregate value of
(excluding transactions all interested person
less than $100,000 and transactions conducted
transactions conducted under shareholders’
under shareholders’ mandate pursuant to Rule
mandate pursuant 920 (excluding transactions
Name of interested person to Rule 920) less than $100,000)
FY2008 RMB’000 RMB’000
Rental paid to Jiangsu Eastern (13,200) –
Shipyard Co., Ltd.
Processing service fee from Jiangsu 123,728 –
Eastern Shipyard Co., Ltd.
Payment on behalf by JYJJP Eastern 45,970 –
Shipyard Accessories Manufacturing
Co., Ltd.
Advances from JYJJP Eastern 123,211 –
Shipyard Accessories Manufacturing
Co., Ltd.
Resulting joint venture following (211,571) –
the completion of the acquisition of
49.18% interest in JYJJP Eastern
Shipyard Accessories Manufacturing
Co., Ltd. from Lofty Leader
Investment Limited(1)

Note:

(1) The Company entered into an acquisition agreement with Lofty Leader Investment Limited to safeguard the 405 mu Land
which would be at risk if JYJJP Eastern Shipyard Accessories Manufacturing Co., Ltd. was deregistered by the PRC
authority.

16.3 Material Contracts

Save for the service agreements between the executive directors and the Company, there were no
material contracts entered into by the Company or its subsidiaries involving the interest of the CEO, any
director, or controlling shareholder.

16.4 Risk Management

Management regularly reviews the Group’s business and operational activities to identify areas of
significant business risks as well as appropriate measures to control and mitigate these risks. The
management reviews all significant control policies and procedures and highlights all significant matters
to the directors and the AC.

JES INTERNATIONAL HOLDINGS LIMITED 35


Corporate governance report

16.5 Use of IPO Proceeds

The Company raised S$250.0 million, from its IPO from the issuance of 373,135,000 new ordinary
shares of S$0.67 each on 19 December 2007. Subsequently, as part of the over-allotment exercise, the
Company also received another S$14.7 million from the issuance of 21,974,000 new ordinary shares
of S$0.67 each. As at the date of this report, the total net proceeds of S$246.3 million (after deducting
IPO expenses as disclosed on page 44 of the Company’s Prospectus dated 11 December 2007) were
utilised as follows:

Amount Amount
Allocated Utilised Balance
Use of proceeds SGD’000 SGD’000 SGD’000

Financing construction of the new yard^ 148,162 61,016 87,146

Repayment of a loan from ABN AMRO Bank (China)


Co., Ltd., Shanghai Branch in the principal amount of
RMB130.0 million* 25,425 25,425 –

Working capital 57,868 35,401 22,467

General corporate purposes 14,853 – 14,853


246,308 121,842 124,466

* Amount has been repaid on 19 February 2008.

^ Total net proceeds included S$14.7 million from the over-allotment exercise which has been allocated for financing
construction of the new yard.

36 Annual Report 2008


directors’ report

The Directors of the Company present their report to the Members together with the audited consolidated
financial statements of JES International Holdings Limited (the “Company”) and its subsidiaries (collectively,
the “Group”) and the balance sheet and statement of changes in equity of the Company for the financial year
ended 31 December 2008.

1. Directors

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

Mr Jin Xin
Mr Sha Pengcheng
Mr Zhu Xiaoyang
Mr Chong Teck Sin
Mr Ong Kian Guan
Mr Tong Chi Ho

2. Arrangements to enable Directors to acquire shares or debentures

Neither at the end of nor at any time during the financial year was the Company a party to any
arrangement whose object is to enable the Directors of the Company to acquire benefits by means of
the acquisition of shares in, or debentures of, the Company or any other body corporate.

3. Directors’ interests in shares or debentures

The Directors of the Company holding office at end of the financial year had no interests in the shares
or debentures of the Company and its related corporations as recorded in the Register of Directors’
Shareholdings kept by the Company under section 164 of the Singapore Companies Act, Cap 50 (the
“Act”) except as follows:

Name of the Directors


and companies in which Shareholdings registered in name of Shareholdings in which Director is
interests are held Director or nominee deemed to have an interest
At At At At At At
01.01.2008 31.12.2008 21.1.2009 01.01.2008 31.12.2008 21.1.2009

The Company
JES International Holdings Limited
(No. of ordinary shares)

Mr Jin Xin – – – 565,099,000 644,352,000 644,352,000


Mr Tong Chi Ho 37,208,000 28,708,000 28,708,000 – – –
Mr Chong Teck Sin – 50,000 50,000 – – –

Holding company
JES Overseas Investment Limited
(No. of ordinary shares)

Mr Jin Xin 6,260 6,860 6,860 – – –


Mr Sha Pengcheng 350 350 350 – – –
Mr Zhu Xiaoyang 440 440 440 – – –

JES INTERNATIONAL HOLDINGS LIMITED 37


directors’ report

3. Directors’ interests in shares or debentures (Continued)

By virtue of Section 7 of the Act, Mr Jin Xin is deemed to have interests in the shares of the Company
and all related corporations of the Company.

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 of the financial year, or at the end of the financial year.

4. Directors’ contractual benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled
to receive a benefit, by reason of a contract made by the Company or by a related corporation with
the Director, or with a firm of which he is a member, or with a company in which he has a substantial
financial interest, except for salaries and other benefits as disclosed in the financial statements. Certain
Directors received remuneration from subsidiaries in their capacity as Directors and/or executives of
those subsidiaries as disclosed in Note 36 to the accompanying financial statements.

5. Share options

There were no share options granted by the Company or its subsidiaries during the financial year.

There were no shares issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company or its subsidiaries.

There were no unissued shares under option in the Company or its subsidiaries as at the end of the
financial year.

6. Audit committee

The members of the Audit Committee during the financial year and at the date of this report are:

Mr Chong Teck Sin (Chairman)


Mr Ong Kian Guan
Mr Tong Chi Ho

The Audit Committee carried out its functions in accordance with Section 201B (5) of the Act, including
the following:

review with the internal and external auditors on the audit plans, their evaluation of the Group’s
system of internal accounting controls, their letter to management and the management’s
response;

commission an external auditor or a suitable accounting firm to review the adequacy and
effectiveness of the Group’s existing system of internal controls;

review the quarterly and annual financial information including balance sheets and income
statements and auditors’ report (where applicable) before submission to the Board of Directors
for approval, focusing in particular on changes in accounting policies and practices, major risk
areas, significant adjustments resulting from the audit, compliance with accounting standards and
compliance with the Listing Manual and any other relevant statutory or regulatory requirements;

38 Annual Report 2008


directors’ report

6. Audit committee (Continued)

review the Group’s internal control procedures and ensure co-ordination between the internal/
external auditors and the management, and review the assistance given by the management to
the auditors, and discuss problems and concerns, if any, arising from the interim and final audits,
and any matters which the auditors may wish to discuss (in the absence of the management,
where necessary);

review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on the Group’s operating results or financial position, and the management’s response;

review the independence of the external auditors, consider the appointment or re-appointment of
the external auditors and matters relating to the resignation or dismissal of the auditors;

consider and recommend all proposed transactions not in the ordinary course of the Company’s
business of value exceeding S$5,000,000 which are submitted by the executive management of
the Company to the Audit Committee;

grant prior approval before entry by the Group into:

(i) any proposed interested person transactions of value exceeding S$1,000,000 (or its
equivalent in Renminbi) or 3% of the Company’s last audited net tangible assets, whichever
is the lower; and

(ii) any proposed new type of interested person transaction, regardless of value;

review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing
Manual at least on a quarterly basis;

review potential conflicts of interests, if any;

review on a quarterly basis the report prepared by management setting out the progress of
vessels under construction pursuant to the shipbuilding contracts relative to the agreed delivery
dates of those vessels;

if the Group decides to enter in hedging transactions, review the procedures put in place by the
Group;

review and, if in the best interest of the Group, approve the acquisition of the land use rights
relating to the new yard, including the price to be paid for such land use rights;

undertake such other reviews and projects as may be requested by the Board of Directors, and
will report to the Board of Directors its findings from time to time on matters arising and requiring
the attention of the Audit Committee; and

generally undertake such other functions and duties as may be required by statute or the Listing
Manual, or such amendments as may be made thereto from time to time.

The Audit Committee has full access to and has the co-operation of the management and is given the
resources required for it to discharge its functions. It has full authority and the discretion to invite any
Director or executive officer to attend its meetings.

JES INTERNATIONAL HOLDINGS LIMITED 39


directors’ report

6. Audit committee (Continued)

The Audit Committee, having reviewed all non-audit services provided by the external auditors to the
Group, is satisfied that the nature and extent of such services would not affect the independence of the
external auditors.

The Audit Committee has recommended to the Board of Directors that the independent auditors, BDO
Raffles, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.

Further details regarding the Audit Committee are disclosed in the Corporate Governance Report.

7. Independent auditors

The independent auditors, BDO Raffles, has expressed their willingness to accept re-appointment.

On behalf of the Board of Directors

Mr Jin Xin Mr Tong Chi Ho


Director Director

Singapore
23 March 2009

40 Annual Report 2008


statement by directors

In the opinion of the Directors,

(a) the consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Singapore
Companies Act, Cap. 50 and Singapore Financial Reporting Standards so as to give a true and fair view
of the state of affairs of the Group and of the Company as at 31 December 2008, and of the results,
changes in equity and cash flows of the Group and the changes in equity of the Company for the year
then ended; and

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

On behalf of the Board of Directors

Mr Jin Xin Mr Tong Chi Ho


Director Director

Singapore
23 March 2009

JES INTERNATIONAL HOLDINGS LIMITED 41


independent auditors’ report
To the Members of JES International Holdings Limited

We have audited the accompanying financial statements of JES International Holdings Limited (the
“Company”) and its subsidiaries (the “Group”) which comprise the balance sheets of the Group and of the
Company as at 31 December 2008, the income statement, statement of changes in equity and cash flow
statement of the Group and statement of changes in equity of the Company for the financial year then ended,
and a summary of significant accounting policies and other explanatory notes as set out on pages 44 to 94.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial
Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the preparation
of true and fair income statement and balance sheets and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors’ judgement, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditors consider the internal control relevant to the entity’s preparation
and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

42 Annual Report 2008


independent auditors’ report
To the Members of JES International Holdings Limited

Opinion

In our opinion,

(a) the consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Act and
Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the
Group and of the Company as at 31 December 2008 and of the results, changes in equity and cash
flows of the Group and changes in equity of the Company for the financial year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company have been properly
kept in accordance with the provisions of the Act.

BDO Raffles
Public Accountants and
Certified Public Accountants

Singapore
23 March 2009

JES INTERNATIONAL HOLDINGS LIMITED 43


balance sheets
As at 31 December 2008

The Group The Company


2008 2007 2008 2007
Note RMB’000 RMB’000 RMB’000 RMB’000

Non-current assets
Property, plant and equipment 4 432,812 35,337 300 16
Investments in subsidiaries 5 – – 512,728 111,052
Loan to a subsidiary 6 – – 109,376 –
Total non-current assets 432,812 35,337 622,404 111,068
Current assets
Inventories 7 121,773 61,680 – –
Due from customers for construction contracts 8 636,285 505,606 – –
Trade receivables 9 5,292 4,621 – –
Other receivables, prepayments and deposits 10 730,953 452,755 137 –
Due from a subsidiary 11 – – 268,032 –
Financial assets at fair value through profit or loss 12 441 956 – –
Deposits for notes payable 13 200,686 148,770 – –
Pledged fixed deposits 14 347,884 89,617 – –
Cash and cash equivalents 15 737,592 1,435,084 271,700 1,205,895
2,780,906 2,699,089 539,869 1,205,895
Assets held for sale 16 211,571 – 211,571 –
Total current assets 2,992,477 2,699,089 751,440 1,205,895
Less:
Current liabilities
Trade payables 17 116,651 267,671 – –
Other payables and accruals 18 112,621 91,343 37,811 13,460
Due to customers for construction contracts 8 937,829 312,802 – –
Due to a subsidiary 11 – – – 1,338
Due to a related party 19 169,181 127,865 – –
Bank borrowings 20 20,000 143,733 – –
Notes payable 21 347,877 148,770 – –
Income tax payable 1,660 – 1,660 –
Total current liabilities 1,705,819 1,092,184 39,471 14,798
Net current assets 1,286,658 1,606,905 711,969 1,191,097
Less:
Non-current liabilities
Housing contribution fund 22 600 600 – –
Deferred tax liabilities 4,504 – 4,504 –
Total non-current liabilities 5,104 600 4,504 –
Net assets 1,714,366 1,641,642 1,329,869 1,302,165
Capital and reserves
Share capital 23 1,381,918 1,310,160 1,381,918 1,310,160
Statutory reserve 24 59,400 53,093 – –
Merger reserve 25 (14,478) (14,478) – –
Foreign currency translation reserve 26 (48,370) (1,821) (48,353) (1,821)
Accumulated profits/(losses) 335,896 294,688 (3,696) (6,174)
Total capital and reserves 1,714,366 1,641,642 1,329,869 1,302,165

The accompanying notes form an integral part of the financial statements

44 Annual Report 2008


Consolidated INCOME STATEMENT
For the financial year ended 31 December 2008

2008 2007
Note RMB’000 RMB’000

Revenue 27 1,620,739 1,494,844


Cost of sales (1,429,692) (1,181,370)
Gross profit 191,047 313,474
Other operating income 28 31,202 11,436
Selling and distribution expenses (57,756) (50,551)
Administrative expenses (29,100) (17,764)
Other operating expenses 29 (71,047) (20,158)
Finance costs 30 (10,357) (11,526)
Profit before income tax 31 53,989 224,911
Income tax expense 32 (6,474) –
Profit attributable to equity holders 47,515 224,911

Earnings per share from profit attributable to equity


holders of the Company:
- Basic (RMB cents) 33 (a) 4.08 19.66

- Diluted (RMB cents) 33 (b) 4.08 19.66

The accompanying notes form an integral part of the financial statements

JES INTERNATIONAL HOLDINGS LIMITED 45


Consolidated Statement of Changes in Equity
For the financial year ended 31 December 2008

Foreign
currency
Share Statutory Merger translation Accumulated
The Group Note capital reserve reserve reserve profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Balance at 1 January 2008 1,310,160 53,093 (14,478) (1,821) 294,688 1,641,642

Foreign currency translation


representing total loss
recognised directly in equity – – – (46,549) – (46,549)
Profit attributable to equity holders – – – – 47,515 47,515
Total recognised income/(expense)
for the financial year – – – (46,549) 47,515 966
Issue of ordinary shares pursuant
to the overallotment exercise 23 74,544 – – – – 74,544
Share issue expenses 23 (2,786) – – – – (2,786)
Transfer to statutory reserve – 6,307 – – (6,307) –
Balance at 31 December 2008 1,381,918 59,400 (14,478) (48,370) 335,896 1,714,366

Foreign
Convertible currency
Share Statutory bonds Merger translation Accumulated
The Group Note capital reserve reserve reserve reserve profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Balance at 1 January 2007 * 18,556 7,183 (14,478) 1,451 104,314 117,026

Foreign currency translation


representing total loss
recognised directly in equity – – – – (3,272) – (3,272)
Profit attributable to equity
holders – – – – – 224,911 224,911
Total recognised income/
(expense) for the financial year – – – – (3,272) 224,911 221,639
Issue of ordinary shares
pursuant to the
- Initial Public Offering 23 1,266,195 – – – – – 1,266,195
- Convertible bonds 23 114,371 – – – – – 114,371
Conversion of convertible
bonds 23 7,183 – (7,183) – – – –
Share issue expenses 23 (77,589) – – – – – (77,589)
Transfer to statutory reserve – 34,537 – – – (34,537) –
Balance at 31 December 2007 1,310,160 53,093 – (14,478) (1,821) 294,688 1,641,642

* Denotes amount less than RMB1,000.

The accompanying notes form an integral part of the financial statements

46 Annual Report 2008


Statement of Changes in Equity
For the financial year ended 31 December 2008

Foreign
currency
Share translation Accumulated
The Company Note capital reserve profits/(losses) Total
RMB’000 RMB’000 RMB’000 RMB’000

Balance at 1 January 2008 1,310,160 (1,821) (6,174) 1,302,165

Foreign currency translation representing


total loss recognised directly in equity – (46,532) – (46,532)
Profit for the financial year – – 2,478 2,478
Total recognised income/(expense)
for the financial year – (46,532) 2,478 (44,054)
Issue of ordinary shares pursuant to
the overallotment exercise 23 74,544 – – 74,544
Share issue expenses 23 (2,786) – – (2,786)
Balance at 31 December 2008 1,381,918 (48,353) (3,696) 1,329,869

Foreign
Convertible currency
Share bonds translation Accumulated
The Company Note capital reserve reserve losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Balance at 1 January 2007 * 7,183 1,451 (837) 7,797

Foreign currency translation


representing total loss
recognised directly in equity – – (3,272) – (3,272)
Loss for the financial year – – – (5,337) (5,337)
Total recognised expenses for
the financial year – – (3,272) (5,337) (8,609)
Issue of ordinary shares pursuant
to the
- Initial Public Offering 23 1,266,195 – – – 1,266,195
- Convertible bonds 23 114,371 – – – 114,371
Conversion of convertible bonds 23 7,183 (7,183) – – –
Share issue expenses 23 (77,589) – – – (77,589)
Balance at 31 December 2007 1,310,160 – (1,821) (6,174) 1,302,165

* Denotes amount less than RMB1,000.

The accompanying notes form an integral part of the financial statements

JES INTERNATIONAL HOLDINGS LIMITED 47


Consolidated Statement of cash flow
For the financial year ended 31 December 2008

Note 2008 2007


RMB’000 RMB’000

Cash flows from operating activities

Profit before income tax 53,989 224,911


Adjustments for:
Allowance for doubtful trade receivables 329 –
Depreciation of property, plant and equipment 4,404 5,218
Interest income (23,460) (2,013)
Interest expense 9,908 7,549
Reversal of allowance for doubtful trade receivables – (1,153)
Reversal of allowance for doubtful other receivables (860) (2,822)
Gain on disposal of financial assets at fair value through profit or loss – (215)
Fair value loss/(gain) on financial assets at fair value through profit
or loss 515 (121)
Operating cash flows before movements in working capital 44,825 231,354
Working capital changes:
Inventories (60,093) 47,238
Due from/to customers for construction contracts 494,348 (299,708)
Trade receivables (1,000) 23,064
Other receivables, prepayments and deposits (274,898) (96,390)
Deposits for notes payable (51,916) (130,350)
Pledged fixed deposits (258,267) 1,340
Trade payables (151,020) 103,148
Other payables and accruals 21,193 38,290
Due to a related party 41,316 124,386
Notes payable 199,107 130,350
Cash generated from operations 3,595 172,722
Interest paid (9,908) (7,549)
Interest received 23,460 2,013
Net cash from operating activities 17,147 167,186

Cash flows from investing activities

Purchase of property, plant and equipment (401,890) (7,620)


Deposits for the purchase of land use rights (2,440) (547)
Proceeds from disposal of financial assets at fair value through
profit or loss – 784
Purchase of assets held for sale (211,571) –
Effect of foreign currency alignment on investing activities (46,537) (3,272)
Net cash used in investing activities (662,438) (10,655)

48 Annual Report 2008


Consolidated Statement of cash flow
For the financial year ended 31 December 2008

Note 2008 2007


RMB’000 RMB’000

Cash flows from financing activities


Proceeds from bank borrowings 100,000 143,733
Repayment of bank borrowings (223,733) –
Proceeds from issuance of share capital, net of share issue expenses 71,758 1,190,375
Repayment of entrusted bank loan – (111,064)
Net cash (used in)/from financing activities (51,975) 1,223,044

Net (decrease)/increase in cash and cash equivalents (697,266) 1,379,575


Net effect of exchange rate changes on the balance of cash
held in foreign currencies (226) –
Cash and cash equivalents at beginning of the financial year 1,435,084 55,509
Cash and cash equivalents at end of the financial year 15 737,592 1,435,084

The accompanying notes form an integral part of the financial statements

JES INTERNATIONAL HOLDINGS LIMITED 49


Notes to the financial statements
For the financial year ended 31 December 2008

1. General corporate information

The Company (Registration No. 200604831K) is incorporated and domiciled in the Republic of
Singapore and is listed on the Main Board of the Singapore Exchange Securities Trading Limited
(SGX-ST). The immediate and ultimate holding company is JES Overseas Investment Limited, which is
incorporated in the British Virgin Islands.

The principal activity of the Company is that of investment holding.

The Company’s registered office is located at 8 Cross Street, #11-00 PWC Building, Singapore 048424.

The principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. The
principal place of business is located at Shiwei Port, Jingjiang, Jiangsu Province, People’s Republic of
China (“PRC”).

The consolidated financial statements of the Group and balance sheet and statement of changes in
equity of the Company for the financial year ended 31 December 2008 were authorised for issue by the
Board of Directors on 23 March 2009.

2. Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company have been drawn up in accordance with the provisions of the Singapore
Companies Act, Cap. 50 and Singapore Financial Reporting Standards (“FRS”) including related
Interpretations of FRS (“INT FRS”) and are prepared under the historical cost convention, except as
disclosed in the accounting policies below.

The individual financial statements of each entity in the Group are measured and presented using the
currency of the primary economic environment in which the entity operates (“functional currency”).
The consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company are presented in Renminbi (“RMB”), which is the presentation currency for
the consolidated financial statements. The functional currency of the Company is Singapore Dollars
(“SGD”). As the Group mainly operates in PRC, RMB is used as the presentation currency of the Group.

All values are rounded to the nearest thousand (RMB’000) as indicated, unless otherwise stated.

The preparation of financial statements in conformity with FRS requires management to make
judgements, estimates and assumptions that affect the Group’s and the Company’s application of
accounting policies and reported amounts of assets, liabilities, revenue, expenses and the disclosure of
contingent liabilities at the reporting date. Although these estimates are based on management’s best
knowledge of current events and actions, actual results may differ from those estimates. Information
about key sources of estimation uncertainty and critical accounting judgements that are significant to
the financial statements are disclosed in Note 3 to the financial statements.

In the current financial year, the Group and the Company have adopted all the new and revised FRS
and INT FRS that are relevant to its operations and effective for annual periods beginning on or after 1
January 2008. The adoption of these new/revised FRS and INT FRS does not result in changes to the
Group’s and Company’s accounting policies and has no material effect on the amounts reported for the
current or prior years.

50 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.1 Basis of preparation (Continued)

FRS and INT FRS issued but not yet effective

At the date of authorisation of these financial statements, the following FRS and INT FRS that are
relevant to the Group and the Company were issued but not effective:

Effective from annual


periods beginning on
or after

FRS 1 : Presentation of Financial Statements (Revised 2008) 1 January 2009


Presentation of Financial Statements 1 January 2009
(Amendments relating to puttable financial instruments
and obligations arising on liquidation)
FRS 32 : Financial Instruments: Presentation 1 January 2009
(Amendments relating to puttable financial instruments
and obligations arising on liquidation)
FRS 108 : Operating Segments 1 January 2009
INT FRS 116 : Hedges of a Net Investment in a Foreign Operation 1 October 2008

Consequential amendments were also made to various standards as a result of these new/revised
standards.

The management anticipates that the adoption of the above FRS and INT FRS in future periods will not
have a material impact on the financial statements of the Group and of the Company in the period of
their initial application, except as disclosed below:

FRS 1 – Presentation of Financial Statements (Revised 2008)

FRS 1 (revised 2008) requires an entity to present, in a statement of changes in equity, all owner
changes in equity. All non-owner changes in equity (i.e. comprehensive income) are required to be
presented in one statement of comprehensive income or in two statements (a separate income
statement and a statement of comprehensive income). Components of comprehensive income are not
permitted to be presented in the statement of changes in equity. In addition, a statement of financial
position is required at the beginning of the earliest comparative period following a retrospective
application of an accounting policy, a retrospective restatement of items in its financial statements or a
reclassification of items in the financial statements. FRS 1 (revised 2008) does not have any impact on
the Group’s and the Company’s financial positions or results.

FRS 108 – Operating Segments

FRS 108 requires an entity to adopt the management approach in reporting financial and descriptive
information about its reportable segment. Financial information is required to be reported on the same
basis as is used internally for evaluating operating segment performance and deciding how to allocate
resources to operating segments. Additional disclosures are also required to provide more information
on the operating segments. The Group will apply FRS 108 from financial period beginning 1 January
2009.

JES INTERNATIONAL HOLDINGS LIMITED 51


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its
subsidiaries. Subsidiaries are entities (including special purposes entities) over which the Company has
the power to govern the financial operating policies, generally accompanied by a shareholding giving
rise to the majority of the voting rights, as to obtain benefits from their activities.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the
effective date on which control ceases, as appropriate.

Intra-group balances and transactions and any unrealised income and expenses arising from intra-
group transactions are eliminated on consolidation. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no impairment.

Accounting policies of subsidiaries are changed, where necessary, to ensure consistency with the
policies adopted by other members of the Group. The financial statements of the subsidiaries used in
the preparation of the consolidated financial statements are prepared for the same reporting date as the
Company.

Investments in subsidiaries are stated at cost on the Company’s balance sheet less any accumulated
impairment losses.

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition
is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by the Group in exchange for control of the
acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable
assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 are
recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups)
that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale and
Discontinued Operations, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the
excess of the cost of the business combination over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s
interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities
exceeds the cost of the business combination, the excess is recognised immediately in the income
statement.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of
the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

52 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.3 Common Control Business Combination Outside the Scope of FRS 103

A business combination involving entities under common control is a business combination in which all
the combining entities or businesses are ultimately controlled by the same party or parties both before
and after the business combination, and that control is not transitory. A business combination involving
common control entities, is outside the scope of FRS 103 Business Combinations. For such common
control business combinations, the merger accounting principles are used to include the assets,
liabilities, results, equity changes and cash flows of the combining entities in the consolidated financial
statements.

In applying merger accounting, financial statement items of the combining entities or businesses
for the reporting period in which the common control combination occurs, and for any comparative
periods disclosed, are included in the consolidated financial statements of the combined entity as if the
combination had occurred from the date when the coming entities or businesses first came under the
control of the controlling party or parties.

A single uniform set of accounting policies is adopted by the combined entity. Therefore, the combined
entity recognises the assets, liabilities and equity of the combining entities or businesses at the carrying
amounts in the consolidated financial statements of the controlling party or parties prior to the common
control combination. The carrying amounts are included as if such combined entity’s accounting
policies and applying those policies to all periods presented. There is no recognition of any goodwill
or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities
and contingent liabilities over cost at the time of the common control combination. The effects of
all transactions between the combining entities or businesses, whether occurring before or after the
combination, are eliminated in preparing the consolidated financial statements of the combined entity.

Merger reserve represents the differences between the nominal amount of the share capital of the
combining entities at the date on which it was acquired by the Group and the nominal amount of the
share capital issued as consideration for the acquisition.

All business combinations are accounted for using the purchase method except for the acquisition of
Jiangsu Eastern Heavy Industries Co., Ltd, which was accounted for using the merger accounting as
described above.

2.4 Foreign currencies and currency translation

In preparing the financial statements of the individual entities, transactions in currencies other than
the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the
transaction. At each balance sheet date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value
that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the
fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.

JES INTERNATIONAL HOLDINGS LIMITED 53


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.4 Foreign currencies and currency translation (Continued)

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary
items are included in the income statement for the period except for exchange differences arising from
borrowings in foreign currencies or on monetary items that from part of the Group’s net investment
in foreign operations, which are recognised initially in equity as foreign currency translation reserve in
the consolidated balance sheet and recognised in the consolidated income statement on disposal of
the foreign operation. Exchange differences arising on the retranslation of non-monetary items carried
at fair value are included in the income statement for the period except for differences arising on the
retranslation of non-monetary items in respect of which gains and losses are recognised directly in
equity. For such non-monetary items, any exchange component of that gain or loss is also recognised
directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (including comparatives) are expressed in RMB using exchange rates prevailing
on the balance sheet date. Income and expense items (including comparatives) are translated at the
average exchange rates for the period, unless exchange rates fluctuated significantly during that period,
in which case the exchange rates at the dates of the transactions are used. Exchange differences
arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation
differences are recognised in the income statement in the period in which the foreign operation is
disposed of.

2.5 Property, plant and equipment

Property, plant and equipment are initially recognised at cost and subsequently carried at cost less
accumulated depreciation and any accumulated impairment losses. The cost of property, plant
and equipment includes its purchase price and any costs directly attributable to bringing the asset
to the location and condition necessary for it to be capable of operating in the manner intended by
management. The projected cost of dismantlement, removal or restoration is also included as part of
the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration
is incurred as a consequence of acquiring or using the property, plant and equipment.

Subsequent expenditure relating to the property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that the future economic benefits
associated with the item, in excess of standard performance of the asset before the expenditure was
made, will flow to the Group and the Company, and the cost of the item can be reliably measured. All
other repair and maintenance expenses are recognised in the income statement when incurred.

The residual values, useful lives and depreciation method of property, plant and equipment are reviewed,
and adjusted as appropriate, at each balance sheet date to ensure that the residual values, period of
depreciation and depreciation method are consistent with previous estimates and the expected pattern
of consumption of future economic benefits embodied in the items of property, plant and equipment.

54 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.5 Property, plant and equipment (Continued)

Depreciation is recognised in the income statement so as to write off the cost of assets, other than
construction-in-progress, over their estimated useful lives, using the straight-line method, on the
following bases:

Years
Plant and machinery 12
Motor vehicles 6
Office equipment 6

Construction-in-progress represents buildings, plant and machinery under construction or pending


installation which is stated at cost less accumulated impairment losses, if any. Cost comprises of
the direct costs incurred during the period of construction, installation and testing. No provision for
depreciation is made on construction-in-progress until such time when the relevant assets are
completed and ready for intended use. When the assets concerned are brought into use, the costs
are transferred to property, plant and equipment and depreciated in accordance with the policy stated
above.

The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The gain or loss arising on disposal or retirement of an
item of property, plant and equipment is determined as the difference between the net sales proceeds
and the carrying amount of the asset and is recognised in the income statement. Any amount in the
revaluation reserve relating to that asset is transferred to retained earnings directly.

Fully depreciated property, plant and equipment are retained in the financial statements until they are no
longer in use.

2.6 Impairment of tangible assets

At each balance sheet date, the Group and the Company review the carrying amounts of their tangible
assets to determine whether there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an
individual asset, the Group and the Company estimate the recoverable amount of the cash-generating
unit to which the asset belongs.

Recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell
and value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.

JES INTERNATIONAL HOLDINGS LIMITED 55


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.6 Impairment of tangible assets (Continued)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.
An impairment loss is recognised immediately in the income statement, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

As assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal
of an impairment loss is recognised immediately in the income statement, unless the relevant asset
is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a
revaluation increase.

2.7 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs comprise direct materials
and, where applicable, direct labour costs and those overheads that have been incurred in bringing the
inventories to their present location and condition.

Cost is calculated using the first-in, first-out method. Net realisable value represents the estimated
selling price less applicable variable selling expenses.

2.8 Financial instruments

Financial assets and financial liabilities are recognised on the Group’s and Company’s balance sheets
when the Group and the Company become a party to the contractual provisions of the financial
instruments.

Classification

The Group and the Company classify their financial assets in the following categories: financial assets
at fair value through profit or loss and loans and receivables. The classification depends on the purpose
of which the assets were acquired. The management determines the classification of their financial
assets at initial recognition and re-evaluates this designation at reporting date, with the exception that
the designation of financial assets at fair value through profit or loss is irrevocable.

56 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.8 Financial instruments (Continued)

Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified as FVTPL if the financial asset is either held for trading or is designated
as such upon initial recognition.

A financial asset is classified as held for trading if it has been acquired principally for the purpose of
selling in the short term; or if it is part of an identified portfolio of financial instruments with a recent
actual pattern of short-term profit-taking and which is managed by the Group; or if it is a derivative that
is not designated and effective as a hedging instrument or a financial guarantee contract. Assets in this
category are classified as current assets if they are either held for trading or are expected to be realised
within 12 months after the balance sheet date.

A financial asset which is not classified as held for trading may be designated as FVTPL upon initial
recognition if the financial asset is managed as part of a group of financial instruments, with its
performance being evaluated on a fair value basis, in accordance with the Group’s documented risk
management or investment strategy, and information about the grouping is provided internally on that
basis.

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or
loss recognised in the income statement. The net gain or loss recognised in the income statement
incorporates any dividend or interest earned on the financial asset.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in active market. They are presented as current assets, except for those maturing later
than 12 months after the balance sheet date which are presented as non-current assets. Loans and
receivables are recognised initially at fair values and subsequently measured at amortised cost using
the effective interest method less impairment, if any. Gains and losses are recognised in the income
statement when the loans and receivables are derecognised or impaired, and through the amortisation
process. Interest is recognised by applying the effective interest method, except for short-term
receivables when the recognition of interest would be immaterial.

The effective interest method calculates the amortised cost of a financial instrument and allocates the
interest income or expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts or payments (including all fees and points paid or received
between parties to the contract that form an integral part of the effective interest rate, transaction
costs and all other premiums or discounts) through the expected life of the financial instrument, or
where appropriate, a shorter period to the net carrying amount of the financial asset or financial liability.
Income and expense are recognised on an effective interest basis for debt instruments other than those
financial instruments at fair value through profit or loss.

Loans and receivables are presented as “Loan to a subsidiary”, “Trade receivables”; “Other receivables,
prepayments and deposits”, “Due from a subsidiary”, “Deposits for notes payable”, “Pledged fixed
deposits” and “Cash and cash equivalents” on the balance sheets.

JES INTERNATIONAL HOLDINGS LIMITED 57


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.8 Financial instruments (Continued)

Loans and receivables (Continued)

An allowance for impairment of receivables is established when there is objective evidence that the
Group and the Company will not be able to collect amounts due according to the original terms of
the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy, and default or significant delay in payments are objective evidences that these financial
assets are impaired. The amount of the allowance is recognised in the income statement.

Cash and cash equivalents comprise cash on hand, cash with banks, demand deposits and short-term
highly liquid investments that are readily convertible to known amount of cash and which are subject to
an insignificant risk of changes in values. Pledged fixed deposits are pledged to financial institutions.

Derecognition of financial assets

The Group and the Company derecognise a financial asset only when the contractual rights to the cash
flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards
of ownership of the asset to another entity. If the Group and the Company neither transfer nor retain
substantially all the risks and rewards of ownership and continue to control the transferred asset, the
Group and the Company recognise their retained interest in the asset and an associated liability for
amounts it may have to pay. If the Group and the Company retain substantially all the risks and rewards
of ownership of a transferred financial asset, the Group and the Company continue to recognise the
financial asset and also recognise a collateralised borrowing for the proceeds receivable.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the
sum of the consideration received and any cumulative gain or loss that has been recognised directly in
equity is recognised in the income statement.

All regular way purchases and sales of financial assets are recognised or derecognised on the trade
date, i.e. the date that the Group and the Company commit to purchase or sell the asset. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the
period generally established by regulation or convention in the marketplace concerned.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of
impairment at each balance sheet date. Financial assets are impaired where there is objective evidence
that, as a result of one or more events that occurred after the initial recognition of the financial asset,
the estimated future cash flows of the investment have been impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between
the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate.

The carrying amounts of all financial assets are reduced by the impairment losses directly with the
exception of trade receivables where the carrying amounts are reduced through the use of an allowance
account. Changes in the carrying amount of the allowance account are recognised in the income
statement.

58 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.8 Financial instruments (Continued)

Impairment of financial assets (Continued)

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment loss was recognised, the previously
recognised impairment loss is reversed through the income statement to the extent the carrying amount
of the investment at the date the impairment is reversed does not exceed what the amortised cost
would have been had the impairment not been recognised.

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group and the Company are classified
according to the substance of the contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct
issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities “at fair value through profit or loss” or other
financial liabilities.

Financial liabilities are classified as FVTPL if the financial liability is either held for trading or it is
designated as such upon initial recognition.

Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than
derivatives, directly attributable transaction costs.

Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the
effective interest method, except for derivatives, which are measured at fair value.

Other financial liabilities

Trade and other payables

Trade and other payables are initially measured at fair value, net of transaction costs, and are
subsequently measured at amortised cost, using the effective interest method, where applicable, with
interest expense recognised on an effective yield basis.

Interest-bearing bank loans and borrowings

Interest-bearing bank loans and borrowings are initially measured at fair value, net of transaction costs
incurred, and are subsequently measured at amortised cost, using the effective interest method. Any
difference between the proceeds (net of transaction costs) and the settlement or redemption value
is recognised in the income statement over the period of the borrowings, where possible, using the
effective interest method.

JES INTERNATIONAL HOLDINGS LIMITED 59


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.8 Financial instruments (Continued)

Other financial liabilities (Continued)

Interest-bearing bank loans and borrowings (Continued)

Borrowings which are due to be settled within 12 months after the balance sheet date are presented
as current borrowings even though the original term was for a period longer than 12 months and an
agreement to refinance, to reschedule payments, on a long-term basis is completed after the balance
sheet date and before the financial statements are authorised for issue. Other borrowings due to be
settled more than 12 months after the balance sheet date are presented as non-current borrowings in
the balance sheet.

Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.
These guarantees are financial guarantee contracts as they require the Group to reimburse the banks if
the debtors fail to make principal or interest payments when due, in accordance with the terms of their
borrowings.

Financial guarantee contract liabilities are measured initially at their fair values, plus transaction cost,
and subsequently at the higher of the amount of obligation under the contract recognised as a provision
in accordance with FRS 37 Provisions, Contingent Liabilities and Contingent Assets and the amount
initially recognised less cumulative amortisation in accordance with FRS 18 Revenue.

Derecognition of financial liabilities

The Group and the Company derecognise financial liabilities when, and only when, the Group’s and
the Company’s obligations are discharged, cancelled or they expire. For financial liabilities other
than derivatives, gains and loses are recognised in the income statement when the liabilities are
derecognised, and through the amortisation process. Any gains or losses arising from changes in fair
value of derivatives are recognised in the income statement. Net gains or losses on derivatives include
exchange differences.

2.9 Construction contracts

A construction contract is a contract specifically negotiated for the construction of an asset or a


combination of assets that are closely interrelated or interdependent in terms of their design, technology
and functions or their ultimate purpose or use.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract
costs are recognised as revenue and expenses respectively by reference to the stage of completion of
the contract activity at the balance sheet date (“percentage-of-completion method”), except where this
would not be representative of the stage of completion. Variations in contract work, claims and incentive
payments are included to the extent that they have been agreed with the customer. When the outcome
of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of
contract costs incurred that are likely to be recoverable. Contract costs are recognised as expenses
in the period in which they are incurred. When it is probable that total contract costs will exceed total
contract revenue, the expected loss is recognised as an expense immediately.

60 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.9 Construction contracts (Continued)

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the
contract work and claims that can be measured reliably. A variation or a claim is recognised as contract
revenue when it is probable that the customer will approve the variation or negotiations have reached
an advanced stage such that it is probable that the customer will accept the claim.

The stage of completion is measured by reference to the contract cost incurred to date bear to the
estimated total costs of the contract. Costs incurred during the financial year in connection with
future activity on a contract are excluded from costs incurred to date when determining the stage of
completion of a contract. Such costs are shown as “Due from customers for construction contracts” on
the balance sheet unless it is not probable that such contract costs are recoverable from the customers,
in which case, such costs are recognised as an expense immediately.

At the balance sheet date, the aggregated costs incurred plus attributable profit (less recognised loss)
on each contract is compared against the progress billings. Where costs incurred plus the attributable
profits (less recognised losses) exceed progress billings, the balance is presented as “Due from
customers for construction contracts”. Where progress billings exceed costs incurred plus recognised
profits (less recognised losses), the balance is presented as “Due to customers for construction
contracts”. Progress billings not yet paid by customers and retentions are included within “Trade
receivables”. Advances received are included within “Due from customers for construction contracts”.

2.10 Assets held for sale

Assets and disposal groups are classified as held for sale if their carrying amount will be recovered
through a sale transaction rather than through continuing use. This condition is regarded as met only
when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its
present condition. Management must be committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.

Assets (and disposal groups) classified as held for sale are measured at the lower of the assets’
previous carrying amount and fair value less costs to sell.

2.11 Operating lease

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Rentals payable under operating leases are charged to the income statement on a straight-line basis
over the term of the relevant lease unless another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising
under operating leases are recognised as an expense in the period in which they are incurred.

When an operating lease is terminated before the lease period has expired, any payment required to be
made to the lessor by way of penalty is recognised as an expense in the period in which termination
takes place.

JES INTERNATIONAL HOLDINGS LIMITED 61


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.12 Provisions

Provisions are recognised when the Group and the Company have a present legal or constructive
obligation as a result of a past event, it is probable that the Group and the Company will be required to
settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding
the obligation. Where a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows. The expense relating to any
provision is recognised in the income statement.

When some or all of the economic benefits required to settle a provision are expected to be recovered
from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be measured reliably.

2.13 Revenue recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction
will flow to the Group and the Company and the amount of revenue can be measured reliably. Revenue
is measured at the fair value of consideration received or receivable for the rendering of services in the
ordinary course of the Group’s and the Company’s activities.

Revenue from construction contracts

Please refer to Note 2.9 “Construction Contracts” for the accounting policy for revenue recognition from
construction contracts.

Income from sale of scrap materials

Income from sale of scrap materials is recognised upon the transfer of significant risks and rewards of
ownership of the goods to customers, which generally coincides with delivery and acceptance of the
goods sold.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the
applicable effective interest rate.

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment have
been established.

2.14 Retirement benefit costs

Defined contribution plans are post-employment benefit plans under which the Group and the Company
pay fixed contributions into separate entities such as the Singapore Central Provident Fund and the
social security plan in People’s Republic of China (the “PRC”) on a mandatory, contractual or voluntary
basis. The Group and the Company have no further payment obligations once the contributions have
been paid.

62 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.14 Retirement benefit costs (Continued)

Pursuant to the relevant regulations of the PRC government, the subsidiaries in the PRC have
participated in a local municipal government retirement benefits scheme (the “Scheme”), whereby the
subsidiaries in the PRC are required to contribute a certain percentage of the basic salaries of their
employees, subject to a certain ceiling, to the Scheme to fund their retirement benefits. The local
municipal government undertakes to assume the retirement benefits obligations of all existing and future
retired employees of the subsidiaries in the PRC. The only obligation of the Group with respect to the
Scheme is to pay the ongoing required contributions under the Scheme mentioned above.

Contributions to defined contribution plans are recognised as an expense in the income statement in
the same financial year as the employment that gives rise to the contributions. There are no provisions
under the Scheme whereby forfeited contributions may be used to reduce future contributions.

2.15 Finance costs

Interest expense is expensed in the income statement in the financial year in which it is incurred using
the effective interest method, except to the extent that it is capitalised as being attributable to the
acquisition, construction or production of asset which necessarily takes a substantial period of time to
be prepared for its intended use.

2.16 Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the income statement because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are not taxable or tax deductible. The
Group’s and the Company’s liabilities for current tax is calculated using tax rates (and tax laws) that
have been enacted or substantively enacted in countries where the Company and subsidiaries operate
by the balance sheet date.

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit,
and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in
subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.

JES INTERNATIONAL HOLDINGS LIMITED 63


Notes to the financial statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (Continued)

2.16 Income tax (Continued)

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or
substantively enacted by the balance sheet date. Deferred tax is charged or credited to the income
statement, except when it relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group and the Company intend to settle its current tax assets and liabilities on a net
basis.

Current and deferred tax are recognised as an expense or income in the income statement, except
when they relate to items credited or debited directly to equity, in which case the tax is also recognised
directly in equity, or where they arise from the initial accounting for a business combination. In the case
of a business combination, the tax effect is taken into account in calculating goodwill or determining the
excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities over cost.

2.17 Segment reporting

A business segment is a distinguishable component of the Group that is engaged in providing


products or services that are subject to risks and returns that are different from those of other business
segments. A geographical segment is a distinguishable component of the Group that is engaged in
providing products or services within a particular economic environment that is subject to risks and
returns that are different from those of components operating in other economic environments.

The Group’s revenue, assets, liabilities and capital expenditures are almost entirely attributable to a
single business segment of building and sales of various ships, therefore, no business segments are
presented.

2.18 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not
wholly within the control of the Group and the Company.

Contingent liabilities and assets are not recognised on the balance sheets of the Group and the
Company.

2.19 Dividends

Equity dividends are recognised when they become legally payable. Interim dividends are recorded in
the financial year in which they are declared payable. Final dividends are recorded in the financial year
in which dividends are approved by shareholders.

64 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

3. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s and the Company’s accounting policies, which are described in Note
2 to the financial statements, management made judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that were not readily apparent from other sources. The
estimates and associated assumptions were based on historical experience and other factors that were
considered to be reasonable under the circumstances. Actual results may differ from these estimates.

These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future periods if the revision affects both current
and future periods.

3.1 Critical judgements made in applying the accounting policies

The following are the critical judgements apart from those involving estimations (see below), that
management has made in the process of applying the Group’s and the Company’s accounting policies
and that have significant effect on the amounts recognised in the financial statements.

(i) Determination of functional currency

The Group measures foreign currency transactions in the respective functional currencies
of the Company and its subsidiaries. In determining the functional currencies of the entities in
the Group, judgement is required to determine the currency that mainly influences sales prices
for goods and services and of the country whose competitive forces and regulations mainly
determines the sales prices of its goods and services. The functional currencies of the entities in
the Group are determined based on management’s assessment of the economic environment in
which the entities operate and the entities’ process of determining sales prices.

(ii) Impairment of investments and financial assets

The Group and the Company follow the guidance of FRS 39 on determining when an investment
of financial asset is impaired. This determination requires significant judgement, management
evaluates, among other factors, the duration and extent to which the fair value of an investment
or financial asset is less than its cost and the financial health of and near-term business outlook
for the investment or financial asset, including factors such as industry and sector performance,
changes in technology and operational and financing cash flow.

3.2 Key sources of estimation uncertainty

(i) Revenue recognition

The Group recognises contract revenue based on the percentage-of-completion method. The
percentage-of-completion is measured in accordance with the accounting policy stated in
Note 2.9 to the financial statements. Significant assumptions are required in determining the
percentage-of-completion, the extent of the contract cost incurred, the estimated total contract
revenue, contract cost and the recoverability of the contracts.

In making these assumptions, the Group evaluates by relying on past experience. Revenue from
construction contracts is disclosed in Note 27 to the financial statements.

JES INTERNATIONAL HOLDINGS LIMITED 65


Notes to the financial statements
For the financial year ended 31 December 2008

3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

(ii) Depreciation of property, plant and equipment

These assets are depreciated on a straight-line method over their estimated useful lives.
Management estimates the useful lives of these assets to be within 6 to 12 years. The carrying
amounts of the Group’s and the Company’s property, plant and equipment as at 31 December
2008 were approximately RMB432.81 million (2007: RMB35.34 million) and RMB300,000
(2007: RMB16,000) respectively. Changes in the expected level of usage and technological
developments could impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.

(iii) Income taxes

The amount of income tax is being calculated on estimated assessable profits based on the
completed contract method which is in accordance with the tax rules and regulations applicable
in the PRC. Where the final tax outcome of these matters is different from the amounts that were
initially recognised, such differences will impact the income tax and deferred tax provisions in
the period in which such determination is made. The carrying amounts of the Group’s and the
Company’s income tax payables as at 31 December 2008 were RMB1.66 million (2007: Nil) and
RMB1.66 million (2007: Nil) respectively.

(iv) Withholding tax on dividends

According to the New Corporate Income Tax Law (“CIT”) and the Detailed Implementation
Regulations, dividends distributed to the foreign investor by Foreign Invested Enterprises (“FIE”)
in the PRC, would be subject to withholding tax of 10% (5% for countries such as Singapore that
has signed bilateral treaty with the PRC). The FIE’s profits, arising in the financial year 2008 and
beyond, to be distributed to the foreign investors as dividends shall be subject to withholding
tax. The management has considered the above tax exposure and has provided for deferred tax
liability as at 31 December 2008 based on the assumption that the FIE will, in the foreseeable
future, declare dividend payments to the Company and there will be withholding tax on dividends
to be distributed out of the retained earnings for financial year 2008. The carrying amounts of the
Group’s and the Company’s deferred tax liabilities on dividends as at 31 December 2008 were
RMB4.50 million (2007: Nil) and RMB4.50 million (2007: Nil) respectively.

(v) Impairment of loans and receivables

Management reviews its loans and receivables for objective evidence of impairment at least
quarterly. Significant financial difficulties of the debtor, the probability that the debtor will enter
bankruptcy, and default or significant delay in payments are considered objective evidences that
a receivable is impaired. In determining this, management makes judgements as to whether there
is observable data indicating that there has been a significant change in the payment ability of the
debtor, or whether there have been significant changes with adverse effect in the technological,
market, economic or legal environment in which the debtor operates in.

Where there is objective evidence of impairment, management makes judgements as to


whether an impairment loss should be recorded in the income statement. In determining this,
management uses estimates based on historical loss experience for assets with similar credit
risk characteristics. The methodology and assumptions used for estimating both the amount
and timing of future cash flows are reviewed regularly to reduce any differences between the
estimated loss and actual loss experience. The carrying amounts of the Group’s and the
Company’s loans and receivables at the balance sheet date are disclosed in the respective notes
to the financial statements.

66 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

4. Property, plant and equipment

Plant and Motor Office Construction-


machinery vehicles equipment in-progress Total
The Group RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Cost
At 1 January 2008 68,395 1,134 1,038 7,892 78,459
(1)
Additions 12,223 315 11 389,341 401,890
Transfers 980 – – (980) –
Exchange translation differences – (10) (2) – (12)
At 31 December 2008 81,598 1,439 1,047 396,253 480,337

Accumulated depreciation
At 1 January 2008 41,871 356 895 – 43,122
Charged for the financial year 4,160 197 47 – 4,404
Exchange translation differences – – (1) – (1)
At 31 December 2008 46,031 553 941 – 47,525

Net book value


At 31 December 2008 35,567 886 106 396,253 432,812

Cost
At 1 January 2007 65,988 986 976 2,889 70,839
Additions 2,407 148 62 5,003 7,620
At 31 December 2007 68,395 1,134 1,038 7,892 78,459

Accumulated depreciation
At 1 January 2007 36,860 183 861 – 37,904
Charged for the financial year 5,011 173 34 – 5,218
At 31 December 2007 41,871 356 895 – 43,122

Net book value


At 31 December 2007 26,524 778 143 7,892 35,337

(1) These additions of construction-in-progress are mainly due to building of the new yard by a subsidiary.

JES INTERNATIONAL HOLDINGS LIMITED 67


Notes to the financial statements
For the financial year ended 31 December 2008

4. Property, plant and equipment (Continued)

Motor Office
vehicle equipment Total
The Company RMB’000 RMB’000 RMB’000

Cost
At 1 January 2008 – 28 28
Additions 315 11 326
Exchange translation differences (12) (2) (14)
At 31 December 2008 303 37 340

Accumulated depreciation
At 1 January 2008 – 12 12
Charged for the financial year 8 22 30
Exchange translation differences – (2) (2)
At 31 December 2008 8 32 40

Net book value


At 31 December 2008 295 5 300

Office
equipment
The Company RMB’000

Cost
At 1 January 2007 12
Additions 16
At 31 December 2007 28

Accumulated depreciation
At 1 January 2007 –
Charged for the financial year 12
At 31 December 2007 12

Net book value


At 31 December 2007 16

68 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

5. Investments in subsidiaries

The Company
2008 2007
RMB’000 RMB’000

Unquoted equity interests, at cost 512,728 111,052

Details of subsidiaries are as follows:

Name of subsidiary/ Effective equity held Principal


(Country of incorporation) Paid-up capital by the Group activities
2008 2007 2008 2007
RMB’000 RMB’000 % %

Jiangsu Eastern Heavy Industries Co., Ltd 451,372 111,052 100 100 Shipbuilding
(“JEHI”) (PRC)

Jiangsu New Eastern Marine Engineering 61,356 – 100 – Dormant


Equipment Co., Ltd (PRC)

During the financial year ended 31 December 2008, the Company increased its investment in JEHI
by RMB340.32 million. Following the increase in the investment, the registered capital of JEHI is
RMB451.37 million and Company’s equity interest in the subsidiary is 100% (2007:100%).

On 26 June 2008, the Company incorporated a wholly-owned subsidiary, Jiangsu New Eastern Marine
Engineering Equipment Co., Ltd with a paid-up capital of RMB61.36 million.

The subsidiaries are audited by BDO Shanghai Zhonghua, a member firm of BDO International.

6. Loan to a subsidiary

During the financial year ended 31 December 2008, the Company granted a loan of USD15.95 million
to its wholly-owned subsidiary, JEHI, for a period of 8 years from 6 June 2008 to 6 June 2016, with
interest payable at 3.0% per annum. The Company earned interest income of USD239,250 (equivalent
to RMB1.69 million) during the financial year ended 31 December 2008.

The carrying amount of the loan to a subsidiary approximates its fair value and is denominated in United
States Dollars.

JES INTERNATIONAL HOLDINGS LIMITED 69


Notes to the financial statements
For the financial year ended 31 December 2008

7. Inventories

The Group
2008 2007
RMB’000 RMB’000

Raw materials 121,773 61,680

Raw materials mainly consist of steel products and imported equipment which are used in the Group’s
shipbuilding activities.

The cost of inventories recognised as expense and included in “cost of sales” for the financial year
ended 31 December 2008 amounts to RMB1,186.41 million (2007: RMB957.27 million).

8. Due from/to customers for construction contracts

The Group
2008 2007
RMB’000 RMB’000

Aggregate costs incurred and profits recognised to date 2,762,849 2,600,305


Less: Progress billings (3,064,393) (2,407,501)
(301,544) 192,804

Due from customers for construction contracts 636,285 505,606


Due to customers for construction contracts (937,829) (312,802)
(301,544) 192,804

As at 31 December 2008, the amount due to customers for construction contracts includes advances
received for construction contracts amounting to RMB111.48 million (2007: Nil).

As at 31 December 2008, retention monies held by customers for contract work amounted to Nil (2007:
Nil).

9. Trade receivables

The Group
2008 2007
RMB’000 RMB’000

Trade receivables – third parties 7,548 6,548


Allowance for doubtful trade receivables (2,256) (1,927)
5,292 4,621

70 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

9. Trade receivables (Continued)

The ageing of trade receivables are as follows:

The Group
Gross Impairment Gross Impairment
receivables allowance receivables allowance
2008 2008 2007 2007
RMB’000 RMB’000 RMB’000 RMB’000

Past due 0 – 30 days – – 1,240 (62)


Past due 31 – 60 days – – – –
Past due 61 – 90 days – – 1,730 (86)
Past due 91 – 360 days 4,855 (243) 1,894 (95)
More than one year 2,693 (2,013) 1,684 (1,684)
7,548 (2,256) 6,548 (1,927)

Movements in allowance for doubtful trade receivables are as follows:

The Group
2008 2007
RMB’000 RMB’000

At beginning of the financial year 1,927 3,158


Allowance for doubtful trade receivables 329 –
Reversal of allowance for doubtful trade receivables – (1,153)
Allowance for doubtful trade receivables written off – (78)
At end of the financial year 2,256 1,927

As at 31 December 2008, the management has reviewed the allowance for doubtful trade receivables
and determined the allowance for doubtful trade receivables of Nil (2007: RMB1.15 million) to be no
longer required.

The currency profiles of the Group’s trade receivables are as follows:

The Group
2008 2007
RMB’000 RMB’000

Renminbi 680 –
United States Dollars 4,612 4,621
5,292 4,621

JES INTERNATIONAL HOLDINGS LIMITED 71


Notes to the financial statements
For the financial year ended 31 December 2008

10. Other receivables, prepayments and deposits

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Other receivables 196,154 181,072 106 –


Advances to suppliers 472,338 212,553 – –
Deposits for land use rights 63,686 61,246 – –
Rental deposit 31 – 31 –
732,209 454,871 137 –
Allowance for doubtful other receivables (1,256) (2,116) – –
730,953 452,755 137 –

Other receivables mainly comprise input VAT from the import of machinery and equipment.

Advances to suppliers represent monies paid in advance for raw materials purchased.

Deposits for land use rights represent deposits paid for the purchase of land use right.

Movements in allowance for doubtful other receivables are as follows:

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

At beginning of the financial year 2,116 5,338 – –


Reversal of allowance for doubtful other
receivables (860) (2,822) – –
Allowance for doubtful other receivables
written off – (400) – –
At end of the financial year 1,256 2,116 – –

As at 31 December 2008, the management has reviewed the allowance for doubtful other receivables
and determined the allowance for doubtful other receivables of RMB0.86 million (2007: RMB2.82 million)
to be no longer required.

The currency profiles of the Group’s and Company’s other receivables, prepayments and deposits are
as follows:

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Renminbi 564,796 405,002 – –


United States Dollars 166,020 47,753 – –
Singapore Dollars 137 – 137 –
730,953 452,755 137 –

72 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

11. Due from/to a subsidiary

The amounts due from/to are non-trade in nature, unsecured, interest-free and repayable on demand.

As at 31 December 2008, the carrying amount of due from a subsidiary approximates its fair value and
is denominated in Singapore Dollars.

As at 31 December 2007, the carrying amount of due to a subsidiary approximates its fair value and is
denominated in Renminbi.

12. Financial assets at fair value through profit or loss

The Group
2008 2007
RMB’000 RMB’000

At beginning of the financial year 956 1,404


Disposal during the financial year – (569)
Fair value (loss)/gain recognised in income statement (515) 121
At end of the financial year 441 956

Financial assets at fair value through profit or loss relate to investments in open-ended funds.

The financial assets at fair value through profit or loss are denominated in Renminbi.

13. Deposits for notes payable

These amounts represent deposits for issuance of notes payable as disclosed in Note 21 to the financial
statements. The deposits for notes payable bear average effective interest rate of 1.73% (2007: 0.04%)
per annum.

The deposits for notes payable are denominated in Renminbi.

14. Pledged fixed deposits

The pledged fixed deposits represent deposits with financial institutions for the refund guarantees to
foreign customers and for the issuance of letters of credit. The pledged fixed deposits, with fixed and
flexible periods, bear average effective interest rate of 1.77% (2007: 0.84%) per annum.

Included in the pledged fixed deposits, for the financial year ended 31 December 2007 was an amount
pledged to financial institution for bank borrowing that amounted to RMB13.73 million.

JES INTERNATIONAL HOLDINGS LIMITED 73


Notes to the financial statements
For the financial year ended 31 December 2008

14. Pledged fixed deposits (Continued)

The currency profiles of the Group’s pledged fixed deposits are as follows:

The Group
2008 2007
RMB’000 RMB’000

Renminbi 347,845 71,961


United States Dollars 39 17,656
347,884 89,617

15. Cash and cash equivalents

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Cash on hand and cash at bank 534,862 204,067 69,173 1,528


Short-term fixed deposits 202,527 1,204,367 202,527 1,204,367
Cash designated for the purchase
of raw materials* 203 26,650 – –
737,592 1,435,084 271,700 1,205,895

* The cash designated for the purchase of raw materials relate to 2 (2007:4) vessels under construction.

The average effective interest rate on short-term bank deposits, with maturity period of
14-21 days (2007: 7 days), was 0.43% (2007: 1.68%) per annum.

The currency profiles of the Group’s and the Company’s cash and cash equivalents are as follows:

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Renminbi 461,794 25,560 – –


United States Dollars 66,583 203,629 62,487 –
Singapore Dollars 209,215 1,205,895 209,213 1,205,895
737,592 1,435,084 271,700 1,205,895

74 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

16. Assets held for sale

On 4 July 2008, the Company entered into an acquisition agreement with Lofty Leader Investment
Limited (“Lofty Leader”) for the purchase of a 49.18% equity interest in JYJJP Eastern Shipyard
Accessories Manufacturing Co., Ltd (“Jiangsu New Eastern”) for an aggregate consideration of USD30
million.

The acquisition of the 49.18% equity interest in Jiangsu New Eastern was approved by the Jiangsu
Foreign Economic and Trade Bureau on 10 July 2008, and on 24 November 2008, the Jiangsu Industrial
and Commercial Administration Bureau gave its approval for a change in Jiangsu New Eastern’s
business license.

The principal activity of Jiangsu New Eastern is of producing and selling ship equipment and outfitting
parts. As at 31 December 2008, Jiangsu New Eastern has not commenced operations.

Jiangsu Eastern Shipyard Co., Ltd (“Jiangsu Eastern”), who is an existing shareholder of Jiangsu
New Eastern holds the remaining 50.82% equity interest in Jiangsu New Eastern. It is a company
incorporated under the laws of the PRC and is directly controlled by Mr Jin Xin, the Chairman and Chief
Executive Officer of the Company.

The Company has entered into an Equity Transfer Agreement on 5 December 2008 under which Jiangsu
Eastern, and/or its nominee, has committed to purchase the Company’s 49.18% equity interest in
Jiangsu New Eastern upon the completion of the construction of the new shipyard and assignment of
the land use rights of the new yard to JEHI, subject to PRC government’s approvals being secured.

Jiangsu New Eastern is not intended to form part of the Company’s group of companies and the
management is committed to dispose Jiangsu New Eastern within 12 months.

17. Trade payables

No interest is charged on the trade payables.

The carrying amounts of trade payables approximate their fair values and are denominated in Renminbi.

18. Other payables and accruals

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Other payables 43,600 21,766 34,287 –


Accrued operating expenses 69,021 69,577 3,524 13,460
112,621 91,343 37,811 13,460

JES INTERNATIONAL HOLDINGS LIMITED 75


Notes to the financial statements
For the financial year ended 31 December 2008

18. Other payables and accruals (Continued)

The currency profiles of the Group’s and Company’s other payables and accruals are as follows:

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

Renminbi 14,547 34,617 – –


United States Dollars 94,550 43,266 34,287 –
Singapore Dollars 3,524 13,460 3,524 13,460
112,621 91,343 37,811 13,460

As at 31 December 2008, other payables mainly consist of an amount payable for an acquisition as
explained in Note 16 to the financial statements. The accrued expenses mainly consist of accrual of
commission payable to brokers.

As at 31 December 2007, other payables and accruals mainly consist of accrued expenses related to
initial public offering and operating expenses.

19. Due to a related party

The amount due to a related party is non-trade in nature, unsecured, interest-free and repayable on
demand.

The carrying amount of due to a related party approximates its fair value and is denominated in
Renminbi.

20. Bank borrowings

Bank borrowings consist of the following:

The Group
2008 2007
RMB’000 RMB’000

Unsecured short-term bank borrowing 20,000 –


Secured short-term bank borrowings
- Bank borrowing I – 13,733
- Bank borrowing II – 130,000
Amount due for settlement within 12 months 20,000 143,733

As at 31 December 2007,

(i) Bank borrowing I was secured by a pledged fixed deposit amounting to RMB13.73 million.

(ii) Bank borrowing II was guaranteed by a personal guarantee from a Director of the Company.

76 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

20. Bank borrowings (Continued)

The average effective interest rates for bank borrowings are as follows:

The Group
2008 2007

Renminbi 3.62% 2.52%


United States Dollars – 0.5%

The management estimates that the carrying amounts of the Group’s bank borrowings approximate
their fair values.

The currency profiles of the Group’s bank borrowings are as follows:

The Group
2008 2007
RMB’000 RMB’000

Renminbi 20,000 130,000


United States Dollars – 13,733
20,000 143,733

21. Notes payable

For the financial year ended 31 December 2008, the average effective interest rate for notes payable is
0.22% (2007: 2.83%) per annum. As at 31 December 2007 and 2008, the notes payables are secured
by deposits (Note 13).

22. Housing contribution fund

These amounts represent contributions by a subsidiary’s employees to housing contribution fund in


accordance with Notice 14, “Accounting Treatment of Housing Fund” issued by Ministry of Finance
of the PRC (中华人民共和国财政部《关于印发企业住房基金会计处理补充规定的通知》 (财会字 [1995]
14号)). In 1998, the State Council issued Notice 23, “Housing System Reformation”, which abolished
the housing contribution fund.

JES INTERNATIONAL HOLDINGS LIMITED 77


Notes to the financial statements
For the financial year ended 31 December 2008

23. Share capital

The Group and the Company


2008 2007
Number
of shares RMB’000 Number of shares RMB’000
After Before
sub-division sub-division

Issued and fully paid


Balance at beginning of
financial year 1,144,054,000 1,310,160 – 2 *
Issuance of ordinary
shares – – – 686,658 –
1,144,054,000 1,310,160 – 686,660 *
Sub-division of shares – – 686,660,000 (686,660) –
Issuance of ordinary
shares pursuant to the
- conversion of
convertible bonds – – 84,259,000 – 121,554
- initial public offering – – 373,135,000 – 1,266,195
- overallotment exercise 21,974,000 74,544 – – –
Share issue expenses – (2,786) – – (77,589)
Balance at end of
financial year 1,166,028,000 1,381,918 1,144,054,000 – 1,310,160

* Represents the Company’s paid-up share capital of SGD2 (equivalent to approximately RMB10), comprising 2 subscriber
shares on incorporation.

The Company has one class of ordinary shares which carries no right to fixed income. Fully paid
ordinary shares, which have no par value, carry one vote per share and carry a right to dividends.

All newly issued ordinary shares in the financial years ended 31 December 2008 and 2007 rank pari-
passu with the existing ordinary shares.

The Group’s and the Company’s objectives when managing capital are to safeguard the Group’s and
Company’s ability to continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group and the Company manage capital by regularly monitoring their current and expected liquidity
requirements. In order to maintain or achieve an optimal capital structure, the Group and the Company
may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy
back issued shares, obtain new borrowings or sell assets to reduce borrowings. No changes were
made in the objectives, policies or processes during the financial years ended 31 December 2008 and
31 December 2007.

78 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

23. Share capital (Continued)

The Group and the Company are not subject to either internally or externally imposed capital
requirements except for conversion of RMB into foreign currencies, which is subject to the rules and
regulations of the foreign exchange control promulgated by the PRC government, and as disclosed
in Note 24(a) to the financial statements, subsidiaries of the Group are required by the Foreign
Enterprise Law of the PRC to contribute to and maintain a non-distributable statutory reserve fund
whose utilisation is subject to approval by the relevant PRC authorities. This externally imposed capital
requirement has been complied with by the subsidiaries for the financial years ended 31 December
2008 and 2007.

The Group and the Company also monitor capital using the debt to equity ratio. This ratio is calculated
as total liabilities divided by equity. Total liabilities is the sum of “current liabilities” and “non-current
liabilities” as shown in the balance sheets and equity is “capital and reserves” as shown in the balance
sheets.

The Group’s strategy is to maintain the debt to equity ratio below 1.0. The debt to equity ratio as at 31
December 2008 and 2007 were as follows:

2008 2007

Total liabilities (RMB’000) 1,710,923 1,092,784

Equity (RMB’000) 1,714,366 1,641,642

Debt to equity ratio 0.998 0.666

24. Statutory reserve

The Group

(a) Statutory surplus reserve

According to the relevant PRC regulations and the Articles of Association of the subsidiaries,
they are required to transfer 10% of their profit after income tax to the statutory surplus reserve
until the reserve balance reaches 50% of their registered capital. The transfer to this reserve
must be made before the distribution of dividends to equity owners. Statutory surplus reserve
can be used to make good previous years’ losses, if any, and may be converted into paid-in
capital in proportion to the existing interests of equity owners, provided that the balance after
such conversion is not less than 25% of the registered capital.

(b) Statutory public welfare fund

According to the relevant PRC regulations and the Articles of Association of the subsidiaries, they
are required to transfer 5% of their profit after income tax to the statutory public welfare fund.
The statutory public welfare fund is established for the purpose of providing employee facilities
and other collective benefits to its employees.

Movements in these accounts are set out in the consolidated statement of changes in equity.

JES INTERNATIONAL HOLDINGS LIMITED 79


Notes to the financial statements
For the financial year ended 31 December 2008

25. Merger reserve

The Group’s merger reserve represents the difference between the nominal amount of shares issued
by the subsidiary, JEHI, in exchange for the nominal amount of shares acquired in respect of the
acquisition entity.

26. Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the
translation of the financial statements of the companies in the Group whose functional currencies are
different from that of the Group’s presentation currency, Renminbi. Movement in this account is set out
in the statements of changes in equity.

27. Revenue

The Group
2008 2007
RMB’000 RMB’000

Revenue from shipbuilding 1,620,739 1,494,844

28. Other operating income

The Group
2008 2007
RMB’000 RMB’000

Interest income 23,460 2,013


Sale of scrap materials 6,312 4,716
Reversal of allowance for doubtful other receivables 860 2,822
Reversal of allowance for doubtful trade receivables – 1,153
Write back of bad debts written off 21 –
Gain on disposal of financial assets at fair value through profit or loss – 215
Fair value gain on financial assets at fair value through profit or loss – 121
Sundry income 549 396
31,202 11,436

80 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

29. Other operating expenses

The Group
2008 2007
RMB’000 RMB’000

Compensation to employees – 548


Net foreign exchange loss 69,541 19,510
Sundry expenses 400 100
Fair value loss on structured deposits 591 –
Fair value loss on financial assets at fair value through profit or loss 515 –
71,047 20,158

30. Finance costs

The Group
2008 2007
RMB’000 RMB’000

Interest expense 9,908 7,549


Drawdown fee on bank borrowings – 3,900
Bank service charges 449 77
10,357 11,526

Interest expense is incurred mainly on notes payable, letters of credit and bank borrowings.

JES INTERNATIONAL HOLDINGS LIMITED 81


Notes to the financial statements
For the financial year ended 31 December 2008

31. Profit before income tax

The following items have been included in arriving at profit before income tax:

The Group
2008 2007
RMB’000 RMB’000

After charging:
Commission expense (included in selling and distribution expenses) 57,756 50,551
Staff salaries, wages and bonuses (included in cost of sales and
administrative expenses) 33,510 26,041
Employer’s contributions to defined contribution plans * (included in
administrative expenses) 7,852 2,960
Operating lease expenses (included in cost of sales and administrative
expenses) 13,240 13,200
Depreciation of property, plant and equipment (included in cost of sales
and administrative expenses) 4,404 5,218
Directors’ remuneration and bonuses (included in administrative
expenses) 2,168 2,230
Directors’ fee (included in administrative expenses) 690 708
Non audit fee paid to auditors of the Company (included in
administrative expenses) 32 11
Allowance for doubtful trade receivables (included in administrative
expenses) 329 –
Fair value loss on financial assets at fair value through profit or loss
(included in other operating expense) 515 –

* The Company makes contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension
scheme. The employees of the Group who are employed in the PRC participate in a defined contribution retirement benefit
plan organised by the relevant provincial government. For the financial year ended 31 December 2008, the Group is
required to make monthly defined contribution to these plans at 32% (2007: 32%) of the employees’ monthly salaries and
wages as stipulated by local rules and regulations. These pension contributions are expensed as incurred. The Group has
no other obligations for the payment of retirement and other post-retirement benefits of employees or retirees other than
the payments disclosed in this note.

32. Income tax expense

The Group
2008 2007
RMB’000 RMB’000

Current income tax expense 1,721 –


Deferred income tax expense 4,753 –
Total income tax expense in the consolidated income statement 6,474 –

The Group is subject to income tax on an entity basis on profit arising or derived from the tax
jurisdiction in which each entity within the Group is domiciled and operates. Pursuant to the applicable
income tax laws and regulations of the PRC, a new foreign invested manufacturing enterprise is entitled
to preferential tax rates (tax holiday): two years’ exemption and three years’ 50% reduction in the
income tax rate.

82 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

32. Income tax expense (Continued)

On 22 August 2006, the subsidiary, JEHI was established in the PRC as a wholly foreign owned
enterprise (“WFOE”) under the laws of the PRC. In accordance with the “Income Tax Law of the PRC
for Enterprise with Foreign Investment and Foreign Enterprise”, where JEHI is entitled to full exemption
from Enterprise Income Tax (“EIT”) for the first two years commencing from its first profitable year and,
thereafter is entitled to a 50% relief of EIT for the next three years. JEHI is exempted from income tax
commencing from January 2007.

The income tax expenses varied from the amount of income tax expense determined by applying the
Singapore income tax rate of 18% (2007: 18%) to profit before income tax as a result of the following
differences:

The Group
2008 2007
RMB’000 RMB’000

Profit before income tax 53,989 224,911

Tax calculated at statutory tax rate @ 18 % (2007: 18%) 9,718 40,484


Difference in tax rate 3,153 33,736
Non-deductible expenses 3,308 2,492
Differences between percentage-of-completion method and
completed contract method 55,142 (39,470)
Non-taxable income (69,600) (37,242)
Deferred income tax expenses 4,753 –
Income tax expense 6,474 –

For income tax purposes, completed contract method of recognising revenue is adopted instead of
percentage-of-completion method. The tax effects of the differences between completed contract
method and percentage-of-completion method of recognising is recognised as deferred tax liabilities.
As at 31 December 2008 no deferred tax liabilities were recognised in respect of the differences
as the subsidiaries being WFOE, are entitled to full exemption of income tax for the first two years
commencing from their first profitable year.

Movements in deferred tax liabilities during the financial year are as follows:

The Group
2008 2007
RMB’000 RMB’000

At beginning of the financial year – –


Charged to income statement 4,753 –
Exchange translation differences (249)
At end of the financial year 4,504 –

Deferred income tax expense is recognised in respect of withholding tax on dividends to be distributed
out of the profit of a subsidiary in the PRC. Under the new Corporate Income Tax Law, dividends
distributed to the foreign investor by Foreign Invested Enterprise (“FIE”) will no longer be tax exempted.
Such dividends will be subject to a 5% withholding tax starting from 1 January 2008.

JES INTERNATIONAL HOLDINGS LIMITED 83


Notes to the financial statements
For the financial year ended 31 December 2008

33. Earnings per share

The calculation of basic and diluted earnings per share attributable to the ordinary equity holders of the
Company is based on the following:

(a) Basic earnings per share

Basic earnings per share is calculated by dividing profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial
year.

Earnings

2008 2007
RMB’000 RMB’000

Earnings for the purpose of basic earnings per share


(profit for the financial year attributable to equity holders
of the Company) 47,515 224,911

Number of shares

2008 2007

Number of shares 1,166,028,000 1,144,054,000

Weighted average number of ordinary shares for the


purpose of basic earnings per share 1,165,468,175 1,144,054,000

Earnings per share (RMB cents)

– Basic 4.08 19.66

Earnings per share of 19.66 RMB cents for the financial year ended 31 December 2007 was
computed based on 1,114,054,000 ordinary shares in issue as at 31 December 2007. The
earnings per share would have been 329.76 RMB cents if the actual weighted average number of
ordinary shares have been used.

(b) Diluted earnings per share

Diluted earnings per share is calculated by dividing the profit attributable to equity holders of
the Company by the weighted average number of ordinary shares outstanding during the
financial year plus the weighted average number of ordinary shares that would be issued on the
conversion of all dilutive potential ordinary shares into ordinary shares.

There is no dilutive potential ordinary share during the financial years ended 31 December 2008
and 2007.

84 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

34. Contingent liabilities

The Group has contingent liabilities in respect of guarantees arising in the ordinary course of business.
It is not anticipated that any material liabilities will arise from the contingent liabilities.

(a) Guarantees provided for the refund guarantees

The Group has acted as the guarantor for the trading houses in respect of refund guarantee
provided by the bankers to the subsidiary’s customers. The amounts and maturities of these
guarantees as at the respective balance sheet dates are as follows:

The Group
2008 2007
RMB’000 RMB’000

Within one year 114,000 601,000


One to two years 245,000 264,000
Two to three years – 39,000
359,000 904,000

(b) Refund guarantees

The Group is contingently liable to its bankers in respect of refund guarantees provided by the
bankers to the subsidiary’s customers. The amounts and maturities of the guarantees as at the
respective balance sheet dates are as follows:

The Group
2008 2007
RMB’000 RMB’000

Within one year 34,440 273,000


One to two years 77,240 –
Two to three years 77,560 –
189,240 273,000

JES INTERNATIONAL HOLDINGS LIMITED 85


Notes to the financial statements
For the financial year ended 31 December 2008

35. Commitments

(a) Capital commitments

Capital expenditures contracted for at the balance sheet date but not yet incurred are as follows:

The Group
2008 2007
RMB’000 RMB’000

Development costs 621,157 5,289

(b) Operating lease commitments

As at each of the balance sheet dates, the future aggregate minimum lease payments under non-
cancellable operating leases contracted for but not recognised as liabilities, are as follows:

The Group
2008 2007
RMB’000 RMB’000

Within one year 13,357 13,200


After one year but before five years 52,800 52,800
After five years 49,500 49,500
115,657 115,500

Operating lease payments represent rents payable by the Group and the Company for office
premises and other operating facilities. Leases are negotiated for an average term of 1 to 11
years and rentals are fixed for an average of 1 to 11 years.

(c) The Company is committed to pay RMB411.25 million (equivalent to USD60 million) as share
capital of its wholly-owned subsidiary, Jiangsu New Eastern Marine Engineering Equipment Co.,
Ltd (“JNEM”). As at 31 December 2008, the Company had only contributed paid-up capital of
RMB61.36 million (equivalent to USD9 million) out of the total amount of share capital to be paid.

86 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

36. Significant related party transactions

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are
considered to be related if one party has the ability to control the other party in making financial and
operating decisions.

Certain of the Group’s transactions and arrangements are with related parties and the effect of these on
the basis determined between the parties is reflected in these financial statements. The balances are
unsecured, interest-free and repayable on demand unless otherwise stated.

During the financial year, in addition to those disclosed elsewhere in these financial statements, the
following significant transactions took place at terms agreed between the parties:

The Group The Company


2008 2007 2008 2007
RMB’000 RMB’000 RMB’000 RMB’000

With related parties


Processing service fee from a related party 123,728 270,720 – –
Rental paid to a related party (13,200) (13,200) – –
Payment on behalf by a related party 45,970 – – –
Advances from a related party 123,211 – – –

With subsidiary
Loan to a subsidiary – – (109,376) –
Advances to a subsidiary – – (268,000) –
Payment on behalf for a subsidiary – – (482) –
Payment on behalf by a subsidiary – – 500 1,338
Interest income from a subsidiary – – 1,389 –

Key management personnel compensation is analysed as follows:

The Group
2008 2007
RMB’000 RMB’000

Directors
Salaries and other short-term employee benefits 2,168 2,230
Post-employee benefits including defined contribution plans 48 49
2,216 2,279
Other key management personnel
Salaries and other short-term employee benefits 1,212 1,118
Post-employee benefits including defined contribution plans 104 122
1,316 1,240

JES INTERNATIONAL HOLDINGS LIMITED 87


Notes to the financial statements
For the financial year ended 31 December 2008

37. Segment information

Geographical segments

The Group’s revenue, based on customers’ location, are mainly derived from Europe, PRC, other Asian
countries and Canada.

The Group
2008 2007
RMB’000 RMB’000

Europe 1,109,327 970,383


PRC 16,178 21,232
Other Asian countries 320,840 316,017
Canada 174,394 187,212
1,620,739 1,494,844

Business segments

No information by business segments is presented as the principal operation of the Group relates
entirely to shipbuilding.

38. Financial risk management

The Group’s activities expose it to credit risk, liquidity risk and market risks (including interest rate risk,
foreign currency risk and commodity price risk). The Group’s overall risk management strategy seeks to
minimise adverse effects from the volatility of financial markets on the Group’s financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial
risk management for the Group. The Group management then establishes the detailed policies such
as risk identification and measurement, exposure limits and hedging strategies, in accordance with the
objectives and underlying principles approved by the Board of Directors.

There has been no change to the Group’s exposure to these financial risks or the manner in which it
manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated
below.

88 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

38. Financial risk management (Continued)

Credit risk

Concentrations of significant risk with respect to trade receivables are limited due to the numbers
of customers who are internationally dispersed. In addition, payment terms are provided for each
milestone reached and payment guarantees are provided by the customer’s banks. Due to these
factors, management believes that no additional credit risk beyond amounts provided for collection
losses is inherent in the Group’s receivables.

Allowances made in respect of estimated irrecoverable amounts are determined by reference to past
default experience.

The Group performs ongoing credit evaluation of its debtors’ financial condition and generally does not
require collateral.

Other than the amount due from a subsidiary, the Group and Company do not have any significant
credit exposure to any single debtor.

The Group’s major classes of financial assets are trade and other receivables, financial assets at fair
value through profit or loss, deposits for notes payable, pledged fixed deposits and cash and cash
equivalents.

As at 31 December 2008 and 2007, substantially all the bank balances and deposits as detailed in Notes
13, 14 and 15 to the financial statements, are held in major financial institutions which are regulated and
located in both PRC and Singapore, which the management believes are of high credit quality. The
management does not expect any losses arising from non-performance by these counterparties.

The Group’s trade receivables amounting to RMB5.29 million as at 31 December 2008 (2007: RMB4.62
million) would have been either past due or impaired if the terms were not renegotiated during the
financial year.

Further details of credit risk on trade receivables are disclosed in Note 9.

JES INTERNATIONAL HOLDINGS LIMITED 89


Notes to the financial statements
For the financial year ended 31 December 2008

38. Financial risk management (Continued)

Liquidity risk

Liquidity risk refers to the risk in which the Group and the Company encounter difficulties in meeting its
short-term obligations. Liquidity risk is managed by matching the payment and receipt cycle.

The following table details the Group’s and the Company’s remaining contractual maturity for their non-
derivative financial instruments. The table has been drawn up based on undiscounted cash flows of
financial instruments based on the earlier of the contractual date or when the Group and the Company
are expected to pay. The table includes both interests and principal cash flows.

After one year


Effective Within but no later than
interest rate one year five years Total
% RMB’000 RMB’000 RMB’000

The Group
As at 31 December 2008
Financial liabilities
Bank borrowings 3.64 20,171 – 20,171
Notes payable – 347,877 – 347,877
Trade payables – 116,651 – 116,651
Other payables and accruals – 112,621 – 112,621
Due to a related party – 169,181 – 169,181
766,501 – 766,501

As at 31 December 2007
Financial liabilities
Bank borrowings 2.33 148,514 – 148,514
Notes payable – 148,770 – 148,770
Trade payables – 267,671 – 267,671
Other payables and accruals – 91,343 – 91,343
Due to a related party – 127,865 – 127,865
784,163 – 784,163

The Company
As at 31 December 2008
Financial liabilities
Other payables and accruals – 37,811 – 37,811

As at 31 December 2007
Financial liabilities
Other payables and accruals – 13,460 – 13,460
Due to a subsidiary – 1,338 – 1,338
14,798 – 14,798

The Group’s and the Company’s operations are financed mainly through equity, retained profits and
bank borrowings. Adequate lines of credits are maintained to ensure the necessary liquidity is available
when required.

90 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

38. Financial risk management (Continued)

Market risk

The Group, in the normal course of business, is also exposed to interest rate risk, foreign currency risk
and commodity price risk. The Group risk management strategy aims to minimise the adverse effects of
financial risk on the Group financial performance.

Interest rate risk

Interest rate risk arises on interest-earning financial assets and interest-bearing financial liabilities. The
Group’s interest rate risk arises primarily from its cash and cash equivalents, pledged fixed deposits,
deposits for notes payable, bank borrowings and notes payable. Pledged fixed deposits and deposits
for notes payable are fixed rate instruments. Hence, the Group is not exposed to significant cash flow
interest rate risk relating to these instruments.

The following tables sets out the carrying amount, by maturity, of the Group’s financial instruments, that
are exposed to interest rate risks.

Floating rate maturing


After one year
Within one but no later than
year five years Total
RMB’000 RMB’000 RMB’000

The Group

As at 31 December 2008
Financial liabilities
Bank borrowings 20,000 – 20,000
Notes payable 347,877 – 347,877
367,877 – 367,877

As at 31 December 2007
Financial liabilities
Bank borrowings 143,733 – 143,733
Notes payable 148,770 – 148,770
292,503 – 292,503

Interest rate risk is managed by the Group on an ongoing basis with the primary objective of limiting the
extent to which net interest expense could be affected by an adverse movement in interest rates.

JES INTERNATIONAL HOLDINGS LIMITED 91


Notes to the financial statements
For the financial year ended 31 December 2008

38. Financial risk management (Continued)

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate risks for
non-derivative instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared
assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole
year. The sensitivity analysis assumes an instantaneous 100 basis points (“bp”) change in the interest
rates from the balance sheet date, with all variables held constant.

Income statement
100 bp 100 bp
increase decrease
RMB’000 RMB’000

The Group
As at 31 December 2008
Bank borrowings (6) 6
Notes payable (6) 6

As at 31 December 2007
Bank borrowings (33) 33
Notes payable (42) 42

At the balance sheet dates, the equity is not affected by changes in the interest rates.

Foreign currency risk

The Company and its subsidiaries maintain their respective books and accounts in their functional
currencies. As a result, the Group and the Company are subject to transaction and translation
exposures resulting from currency exchange rate fluctuations. The Group has shipbuilding contracts
with international customers and is exposed to currency risk arising primarily from United States
Dollars.

The Group aims to mitigate the currency risk when negotiating the contract price and payment terms
of shipbuilding contracts. At present, the Group does not have any formal policy for hedging against
exchange exposure. The Group did not enter into any forward contract or engage in any hedging
activities during the financial year.

92 Annual Report 2008


Notes to the financial statements
For the financial year ended 31 December 2008

38. Financial risk management (Continued)

Foreign currency sensitivity analysis

A 10% strengthening of RMB against the following currencies at the reporting date would increase/
(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant.

Increase/(Decrease)
Income statement
The Group The Company
RMB’000 RMB’000

As at 31 December 2008
United States Dollars (14,270) (4,415)
Singapore Dollars 6,220 (20,583)

As at 31 December 2007
United States Dollars 22,446 –

A 10% weakening in RMB interest rate would have an equal but opposite effect.

At the balance sheet dates, the equity is not affected by changes in the foreign exchange rates.

Commodity price risk

The Group has commodity price risk as steel plates are one of the main components of raw materials.
Metals are traded commodities and their prices are subject to the fluctuations of the world commodity
markets. Any significant increases in the prices for metals will have a material adverse impact on the
financial position and results of operation. The Group’s profitability will be adversely affected if the
Group is unable to pass on any increase in raw material prices to its customers on a timely basis or find
cheaper alternative sources of supply.

The Group monitors the material price fluctuation closely and constantly studies other ways to reduce
material wastage in order to reduce the impact of material price risk.

Fair values

The carrying amount of the financial assets and financial liabilities in the financial statements
approximate their fair values due to the relative short term maturity of these financial instruments. The
fair values of other classes of financial assets and liabilities are disclosed in the respective notes to the
financial statements.

The fair values of financial assets and financial liabilities are determined as follows:

(i) the fair value of financial assets and financial liabilities with standard terms and conditions and
trade on active liquid markets are determined with reference to quoted market prices; and

(ii) the fair value of other financial assets and financial liabilities are determined in accordance with
generally accepted pricing models based on discounted cash flow.

JES INTERNATIONAL HOLDINGS LIMITED 93


Notes to the financial statements
For the financial year ended 31 December 2008

39. Reclassification

Comparatives in the financial statements have been reclassified to better reflect the nature of balances
and conform to the current financial year’s presentation.

As previously After
reported reclassification
2007 2007
The Group RMB’000 RMB’000

Balance sheet

Current assets
Inventories 567,286 61,680
Due from customers for construction contracts – 505,606

Current liabilities
Other payables and accruals 404,145 91,343
Due to customers for construction contracts – 312,802

Consolidated cash flow statement


Working capital changes:
Inventories (435,215) 47,238
Other payables and accruals 221,035 38,290
Due from/to customers for construction contracts – (299,708)

94 Annual Report 2008


statistics of shareholdings
As at 17 March 2009

Issued and fully paid-up capital : S$272,828,098


No. of shares issued : 1,166,028,000
Class of shares : Ordinary shares
Voting rights : One vote per share

DISTRIBUTION OF SHAREHOLDINGS

NO. OF NO. OF
SIZE OF SHAREHOLDINGS SHAREHOLDERS % SHARES %

1 - 999 2 0.03 301 0.00


1,000 - 10,000 3,320 51.91 18,647,222 1.60
10,001 - 1,000,000 3,038 47.50 165,720,001 14.21
1,000,001 AND ABOVE 36 0.56 981,660,476 84.19
TOTAL : 6,396 100.00 1,166,028,000 100.00

TWENTY LARGEST SHAREHOLDERS

NO. NAME NO. OF SHARES %

1. JES OVERSEAS INVESTMENT LIMITED 644,352,000 55.26


2. CITIBANK NOMINEES SINGAPORE PTE LTD 60,764,809 5.21
3. UOB KAY HIAN PTE LTD 44,077,000 3.78
4. HSBC (SINGAPORE) NOMINEES PTE LTD 43,901,000 3.77
5. RAFFLES NOMINEES PTE LTD 29,091,667 2.49
6. ABN AMRO NOMINEES SINGAPORE PTE LTD 28,957,000 2.48
7. KIM ENG SECURITIES PTE. LTD. 15,574,000 1.34
8. STRATEGIC TIMES LIMITED 13,500,000 1.16
9. WESTCOMB SECURITIES PTE LTD 10,000,000 0.86
10. OCBC SECURITIES PRIVATE LTD 9,819,000 0.84
11. CHEN SHAOZHONG 9,500,000 0.81
12. TOMMIE GOH THIAM POH 9,213,000 0.79
13. CIMB-GK SECURITIES PTE. LTD. 7,500,000 0.64
14. OCBC CAPITAL INVESTMENT PRIVATE LIMITED 5,266,000 0.45
15. DBS NOMINEES PTE LTD 5,192,000 0.45
16. SINGAPORE ENTERPRISES PTE LTD 4,500,000 0.39
17. UNITED OVERSEAS BANK NOMINEES PTE LTD 3,733,000 0.32
18. GOH POH HENG 3,050,000 0.26
19. PINETREE FUND PTE LTD 3,014,000 0.26
20. ZHOU YISHU 2,750,000 0.24
TOTAL : 953,754,476 81.80

JES INTERNATIONAL HOLDINGS LIMITED 95


statistics of shareholdings
As at 17 March 2009

SUBSTANTIAL SHAREHOLDERS

Substantial Shareholders of the Company (as recorded in the Register of Substantial Shareholders) as at 17
March 2009 are as follows:

Name Direct Interest % Indirect Interest %


(No. of Ordinary (No. of Ordinary
Shares) Shares)

JES Overseas Investment Limited(1) 645,002,000 55.32 – –


(2)
Jin Xin – – 645,002,000 55.32

Notes:

(1) The shareholdings of JES Overseas Investment Limited (“JES Overseas”) as at 17 March 2009 has included the acquisition of
650,000 ordinary shares through married deal on 16 March 2009.

(2) Mr Jin Xin is deemed to be interested in the 645,002,000 ordinary shares held by JES Overseas by virtue of his 68.60%
shareholdings in JES Overseas.

FREE FLOAT

As at 17 March 2009, approximately 42.71% of the issued ordinary shares of the Company was held in the
hands of the public (on the basis of information available to the Company).

Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Secu-
rities Trading Limited.

96 Annual Report 2008


Notice of annual general meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of JES INTERNATIONAL HOLDINGS LIMITED
(the “Company”) will be held at M Hotel, 81 Anson Road, Shenton Room, Basement 1, Singapore 079908 on
Wednesday, 29 April 2009 at 9.30a.m., for the following purposes:-

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 Resolution 1
December 2008 together with the Directors’ Report and Auditors’ Report thereon.

2. To approve basic Directors’ fees of S$140,000 for the financial year ending 31 December Resolution 2
2009 to be made payable on a quarterly basis.

3. To re-elect the following Directors who are retiring by rotation in accordance with Article
107 of the Company’s Articles of Association:-

(i) Mr Tong Chi Ho [See Explanatory Note (i)] Resolution 3

(ii) Mr Chong Teck Sin [See Explanatory Note (ii)] Resolution 4

4. To re-appoint Messrs BDO Raffles, Certified Public Accountants as auditors of the Resolution 5
Company and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or without amendments)
as Ordinary Resolutions:-

5. “THAT pursuant to Section 161 of the Companies Act, Cap. 50 (the “Act”) and the listing Resolution 6
rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and
is hereby given to the Directors to:

(a) issue shares in the capital of the Company whether by way of bonus issue, rights
issue or otherwise; and/or

(b) make or grant offers, agreements or options (collectively “Instruments”) that might
or would require shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares; and/or

(c) issue additional Instruments convertible into shares arising from adjustments
made to the number of Instruments

at any time and upon such terms and conditions and for such purposes and to such
persons as the Directors may, in their absolute discretion, deem fit; and (notwithstanding
the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while this Resolution
was in force,

JES INTERNATIONAL HOLDINGS LIMITED 97


Notice of annual general meeting

provided that:

(I) the aggregate number of shares to be issued pursuant to this Resolution


(including shares to be issued in pursuance of any Instruments made or granted
pursuant to this Resolution):

(a) by way of renounceable rights issues on a pro-rata basis to shareholders


of the Company (“Renounceable Rights Issues”) shall not exceed 100
percent of the total number of issued shares in the capital of the Company
excluding treasury shares (as calculated in paragraph (III) below); and

(b) otherwise than by way of Renounceable Rights Issues (“Other Shares


Issues”) shall not exceed 50 percent of the total number of issued shares
in the capital of the Company excluding treasury shares (as calculated in
accordance with paragraph (III) below), of which the aggregate number of
shares to be issued other than on a pro rata basis to shareholders of the
Company shall not exceed 20 percent, of the total number of issued shares
in the capital of the Company excluding treasury shares (as calculated in
accordance with paragraph (III) below);

(II) the Renounceable Rights Issues and Other Shares Issues shall not, in aggregate,
exceed 100 percent of the total number of issued shares in the capital of the
Company excluding treasury shares (as calculated in paragraph (III) below);

(III) (subject to such manner of calculation as may be prescribed by the SGX-ST) for
the purpose of determining the aggregate number of shares that may be issued
under paragraphs (1)(a) and (1)(b) above, the percentage of issued shares shall
be based on the total number of issued shares in the capital of the Company
excluding treasury shares at the time this Resolution is passed, after adjusting
for:

(i) new shares arising from the conversion or exercise of any convertible
securities or shares options or vesting of share awards which are
outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent bonus issue or consolidation or subdivision of shares;

(IV) in exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Listing Manual of the SGX-ST for the time being in force
(unless such compliance has been waived by the SGX-ST) and the Articles of
Association for the time being of the Company; and

(V) (unless revoked or varied by the Company in General Meeting) the authority
conferred by this Resolution shall continue in force until the conclusion of the next
Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the
earlier.” [See Explanatory Note (iii)]

98 Annual Report 2008


Notice of annual general meeting

6. Placement of Shares under the Share Issue Mandate at more than 10% Discount

“THAT notwithstanding Rule 811 of the Listing Manual, the Directors of the Company be Resolution 7
and are hereby authorised to issue shares and/or Instruments other than on a pro-rata
basis pursuant to the aforesaid general mandate at a discount not exceeding twenty
percent (20%) to the weighted average price for trades done on the SGX-ST for the full
market day on which the placement or subscription agreement in relation to such shares
and/or Instruments is executed, provided that:-

(a) in exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Listing Manual of the SGX-ST for the time being in force
(unless such compliance has been waived by the SGX-ST) and the Articles of
Association for the time being of the Company; and

(b) (unless revoked or varied by the Company in General Meeting) the authority
conferred by this Resolution shall continue in force until the conclusion of the next
Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the
earlier.” [See Explanatory Note (iv)]

7. To transact any other business which may be properly transacted at an Annual General
Meeting.

BY ORDER OF THE BOARD

Chai Xui Gyn


Company Secretary

Date: 14 April 2009

JES INTERNATIONAL HOLDINGS LIMITED 99


Notice of annual general meeting

Explanatory Notes: -

(i) If re-elected under Resolution No. 3, Mr Tong Chi Ho will remain as a member for both Audit Committee and Remuneration
Committee.

(ii) If re-elected under Resolution No. 4, Mr Chong Teck Sin will remain as the Lead Independent Director, Chairman of the Audit
Committee, a member for both Nominating Committee and Remuneration Committee. Mr Chong will be considered independent
for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

(iii) Resolution No. 6 above empower the Directors to issue shares in the capital of the Company and to make or grant instruments
(such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments; up to a number not
exceeding (i) 100% for Renounceable Rights Issues and (ii) 50% for Other Shares Issues, of which up to 20% may be issued other
than on a pro-rata basis to shareholders, provided that the total number of shares which may be issued pursuant to (i) and (ii) shall
not exceed 100% of the issued shares (excluding treasury shares) in the capital of the Company. For the purpose of determining
the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued
shares (excluding treasury shares) in the capital of the Company at the time that Resolution No. 6 is passed, after adjusting for (a)
new shares arising from the conversion or exercise of any convertible securities or share option or vesting of share awards which
are outstanding or subsisting at the time that Resolution No. 6 is passed, and (b) any subsequent bonus issue or consolidation or
subdivision or shares.

The authority for undertaking 100% Renounceable Rights Issues is proposed pursuant to the SGX-ST’s news release of 19
February 2009 which introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers.

(iv) Resolution No. 7 is to authorise the Directors to issue new shares to subscribers or placees at a discount of not more than 20%
to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription
agreement is signed.

The maximum pricing discount of 20% is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which introduced
further measures to accelerate and facilitate the fund raising efforts of listed issuers.

Notes:

(i) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his
stead. A member of the Company, which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its
behalf. A proxy need not be a member of the Company.

(ii) If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.

(iii) The instrument appointing a proxy must be deposited at the Company’s registered office at 8 Cross Street, #11-00 PWC Building,
Singapore 048424 at least 48 hours before the time of the Meeting.

100 Annual Report 2008


JES INTERNATIONAL HOLDINGS LIMITED IMPORTANT:
1. For investors who have used their CPF monies to buy JES
(Incorporated in the Republic of Singapore) International Holdings Limited’s shares, this Annual Report
(Company Registration No. 200604831K) is forwarded to them at the request of their CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF Investors and
shall be ineffective for all intents and purposes if used or
purported to be used by them.

PROXY FORM
(Please see notes overleaf before completing this Form)

I/We (Name) NRIC/Passport No.

of (Address)
being a member/members of the above-mentioned Company, hereby appoint:-

Name NRIC/Passport No. Proportion of Shareholdings

Address No. of Shares %

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

Address No. of Shares %

or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on
my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at M Hotel, 81 Anson
Road, Shenton Room, Basement 1, Singapore 079908 on the 29th day of April, 2009 at 9.30 a.m. and at any
adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed
at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other
matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from
voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll
and to vote on a poll.
(Please indicate your vote “For” or “Against” with a tick [ ] within the box provided)

No. Ordinary Resolutions For Against


Ordinary Business
Adoption of the Audited Financial Statements for the financial year ended 31
1.
December 2008 together with the Directors’ Report and Auditors’ Report.
Approval of basic Directors’ fees for financial year ending 31 December 2009 to
2.
be made payable on a quarterly basis.
3. Re-election of Mr Tong Chi Ho as Director.
4. Re-election of Mr Chong Teck Sin as Director.
5. Re-appointment of Auditors and authorise Directors to fix their remuneration.
Special Business
6. Approval of Share Issue Mandate.
Approval of placement of shares under the share issue mandate at more than
7.
10% discount.

Dated this day of 2009.


Total number of Shares in: No. of Shares
(a) CDP Register
(b) Register of Members
Signature(s) of Shareholder(s)
Or, Common Seal of Corporate Shareholder
Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as
defined in Section 130A of the Companies Act, Chapter 50), you should insert that number of shares. If you have shares registered
in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in
the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of
shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number
is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

2. A member of the Company entitled to attend and vote at the Meeting of the Company is entitled to appoint not more than two
proxies to attend and vote in his/her stead.

3. Where a member appoints two proxies, he/she shall specify the percentage of his/her shares to be represented by each proxy and
if no percentage is specified, the first named proxy shall be deemed to represent 100 per cent of his shareholding and the second
named proxy shall be deemed to be an alternate to the first named.

4. A proxy need not be a member of the Company.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal
or under the hand of its attorney or duly authorised officer.

Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly
certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the
instrument may be treated as invalid.

6. The instrument appointing a proxy or proxies together with the letter of power of attorney, if any, must be deposited at the
registered office of the Company at 8 Cross Street, #11-00 PWC Building, Singapore 048424, not less than 48 hours before the
time appointed for the Meeting.

7. A corporation which is a member may authorise by resolution of its directors or other governing body such a person as it thinks fit
to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50.

8. Please indicate with an “ ” in the spaces provided whether you wish your vote(s) to be for or against the Resolutions as set out in
the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/she/they
may think fit, as he/she/they will on any other matter arising at the Meeting.

9. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies.

10. In the case of a member whose shares are entered against his name in the Depository Register, the Company may reject any
instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against
his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central
Depository (Pte) Limited to the Company.
JES International Holdings Limited
8 Cross Street
#11-00 PWC Building
Singapore 048424
Tel: +65 6236 3333
Fax: +65 6236 4399