Nov 14, 2013
For the Financial Period Ended: 30-09-2013


SOUND GLOBAL LTD.
(Incorporated in The Republic of Singapore with limited liability)
(Singapore Company Registration Number 200515422C)
ANNOUNCEMENT OF RESULTS FOR THE THIRD QUARTER AND
NINE MONTHS ENDED 30 SEPTEMBER 2013
The board of directors (the “Board”) of Sound Global Ltd. (the “Company”) is pleased to announce its unaudited
consolidated results of the Company and its subsidiaries (collectively, the “Group”) for the third quarter and nine
months ended 30 September 2013 together with the comparative figures for the corresponding period of the
immediately preceding financial year:
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE THIRD QUARTER AND NINE MONTHS ENDED 30 SEPTEMBER 2013
Group Group Group Group
Note
3 months
ended
30/09/2013
3 months
ended
30/09/2012
%
Increase/
(Decrease)
9 months
ended
30/09/2013
9 months
ended
30/09/2012
%
Increase/
(Decrease)
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue 3 766,907 778,684 (1.5) 2,241,545 1,962,718 14.2
Cost of sales (530,375) (530,403) (0.0) (1,560,814) (1,363,350) 14.5
Gross profit 236,532 248,281 (4.7) 680,731 599,368 13.6
Other income 4 22,614 15,741 43.7 66,861 41,823 59.9
Other gains and losses 5 5,338 2,45           6 117.3 (23,006) 4,007 (674.1)
Distribution and selling expenses (10,012) (7,879) 27.1 (22,940) (26,559) (13.6)
Research and development expenses (4,469) (3,572) 25.1 (15,919) (19,203) (17.1)
Administrative expenses (35,785) (34,263) 4.4 (98,612) (89,677) 10.0
Finance costs 6 (68,957) (47,207) 46.1 (212,086) (110,440) 92.0
Profit before income tax 145,261 173,557 (16.3) 375,029 399,319 (6.1)
Income tax expenses 7 (29,323) (21,882) 34.0 (84,489) (54,193) 55.9
Profit for the period 8 115,938 151,675 (23.6) 290,540 345,126 (15.8)
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss:
Exchange difference arising on translation and
of financial statements of foreign operations 332 (81) (509.9) 882 25 3,428.0
Total comprehensive income
for the period (net of tax) 116,270 151,594 (23.3) 291,422 345,151 (15.6)
Profit for the period attributable to:
Owners of the Company 115,431 151,675 (23.9) 288,844 345,126 (16.3)
Non-controlling interests 507 - - 1,696 - -
115,938 151,675 (23.6) 290,540 345,126 (15.8)
Total comprehensive income attributable to:
Owners of the Company 115,763 151,594 (23.6) 289,726 345,151 (16.1)
Non-controlling interests 507 - - 1,696 - -
116,270 151,594 (23.3) 291,422 345,151 (15.6)
Earnings per share (in RMB cents)
Basic 9 8.95 11.76 (23.9) 22.39 26.75 (16.3)
Diluted 9 8.75 10.93 (20.0) 22.31 25.79 (13.5)
2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2013
As at As at As at As at
Note 30/9/2013 31/12/2012 30/9/2013 31/12/2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Audited) (Unaudited) (Audited)
Non-current assets
Property, plant and equipment 47,717 47,524 12 15
Investment in subsidiaries - - 2,028,469 2,093,770
Intangible assets 12,500 20,000 - -
Land use rights 42,258 43,136 - -
Goodwill 41,395 41,395 - -
Service concession receivables 1,903,646 1,643,483 - -
Deferred tax assets 8,513 7,822 - -
Restricted bank balances - 27,571 - -
Derivative financial instruments 1,017 - - -
Deposit for acquistion of subsidaries 137,896 - - -
2,194,942 1,830,931 2,028,481 2,093,785
Current assets
Inventories 23,899 24,371 - -
Trade and other receivables 10 1,528,527 1,433,015 593,853 593,847
Land use rights 1,158 1,158 - -
Amount due from customers for contract work 1,053,173 584,436 - -
Restricted bank balances 103,960 53,137 - -
Bank balances and cash 2,778,625 2,912,077 46,821 186,332
5,489,342 5,008,194 640,674 780,179
Current liabilities
Trade and other payables 11 1,492,357 1,170,609 42,431 62,910
Tax payables 79,789 64,117 - -
Borrrowings - due within one year 638,053 465,496 114,604 54,146
Amount due to customers for contract work 61,214 63,059 - -
2,271,413 1,763,281 157,035 117,056
Net current assets 3,217,929 3,244,913 483,639 663,123
Total assets less current liabilities 5,412,871 5,075,844 2,512,120 2,756,908
Non-current liabilities
Deferred tax liabilities 58,587 48,877 - -
Borrowings - due after one year 880,218 888,662 304,897 339,062
Convertible loan notes 569,077 557,618 569,077 557,618
Warrants 3,531 3,531 3,531 3,531
Senior notes 902,739 922,644 902,739 922,644
Derivative financial instruments 50,596 - 50,596 -
2,464,748 2,421,332 1,830,840 1,822,855
Total assets less total liabilities 2,948,123 2,654,512 681,280 934,053
Capital and reserves
Issued capital 12 833,368 833,368 833,368 833,368
Reserves 2,102,459 1,810,544 (152,088) 100,685
Equity attributable to owners of the Company 2,935,827 2,643,912 681,280 934,053
Non-controlling interests 12,296 10,600 - -
2,948,123 2,654,512 681,280 934,053
Group Company
3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THIRD QUARTER AND NINE MONTHS ENDED 30 SEPTEMBER 2013
Group Group Group Group
3 months
ended
30/09/2013
3 months
ended
30/09/2012
9 months
ended
30/09/2013
9 months
ended
30/09/2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Cash flow from operating activities:
Profit before income tax 145,26       1 1 73,557 3 75,029 3 99,319
Adjustments for:
Depreciation of property, plant and equipment 1 ,205 9 90 3 ,368 2 ,888
Finance costs 6 8,957 4 7,207 2 12,086 1 10,440
Interest income (22,052) (13,226) (65,466) (39,226)
Allowance for doubtful debts 4 ,604 - 4 ,604 -
Amortisation of land use rights 2 94 2 74 8 78 8 47
Amortisation of intangible assets 2 ,500 2 ,500 7 ,500 7 ,500
Fair value change of derivative financial instruments 6 ,165 - 5 0,596 -
Fair value change of warrant - - - (1,511)
Fair value gain of foreign currency forward contracts (1,905) - (1,017) -
Gain on redemption of convertible loan notes - (2,506) - (2,506)
Loss on disposal of property, plant and equipment 4 - 5 8 2 56
Share-based payment expenses 6 90 (4,682) 2 ,189 (214)
Foreign exchange gain and loss (8,275) 3 ,259 (23,589) 3 ,112
Operating cash flows before movements in working capital 1 97,448 2 07,373 5 66,236 4 80,905
Decrease (increase) in inventories 6 ,176 2 ,742 4 72 (10,655)
Decrease (increase) in amount due from customers for contract work 2 9,055 (115,634) (468,737) (254,147)
Decrease (increase) in trade and other receivables 8 8,420 (279,974) (100,116) (610,060)
Increase (decrease) in amount due to
customers for contract work 1 3,245 (1,740) (1,845) 3 9,493
Increase in trade and other payables 1 21,080 9 7,146 3 46,324 3 35,186
Increase in service concession receivables (109,863) (143,686) (202,973) (201,476)
Cash from (used in) operations 3 45,561 (233,773) 1 39,361 (220,754)
Income taxes paid (3,262) (3,183) (59,798) (50,142)
Net cash from (used in) operating activities 3 42,299 (236,956) 7 9,563 (270,896)
Cash flow from investing activities:
Purchases of property, plant and equipment (454) (1,413) (3,663) (3,565)
Interest received 2 ,565 2 ,640 8 ,276 7 ,468
Prepayment for acquisition of subsidiaries (137,896) - (137,896) -
Proceeds from disposal of property, plant and equipment 1 1 7 6 0
Increase in restricted bank balances (44,178) (21,857) (24,703) (17,845)
Net cash used in investing activities (179,962) (20,629) (157,979) (13,882)
Cash flow from financing activities:
Payment of dividends - - - (65,120)
Repayment of borrowings (98,580) (47,200) (250,986) (122,572)
Borrowings raised 2 26,403 2 38,527 4 21,403 3 75,000
Early redemption of convertible loan notes - (263,000) - (263,000)
Net proceeds on issue of senior notes - 9 23,084 - 9 23,084
Interest paid (95,433) (40,443) (221,924) (93,312)
Net cash from (used in) financing activities 3 2,390 8 10,968 (51,507) 7 54,080
Net increase (decrease) in cash and cash equivalents 1 94,728 5 53,383 (129,923) 4 69,302
Effects of foreign exchange rate changes (639) (1,270) (3,529) (1,600)
Cash and cash equivalents at beginning of financial period 2 ,584,536 1 ,990,015 2 ,912,077 2 ,074,426
Cash and cash equivalents at end of financial period 2 ,778,625 2 ,542,128 2 ,778,625 2 ,542,128
4
UNAUDITED STATEMENTS OF CHANGES IN EQUITY
FOR THE THIRD QUARTER AND NINE MONTHS ENDED 30 SEPTEMBER 2013
Issued
capital
Merger
reserve
Capital
reserve
Translation
reserve
Share
option
reserve
Convertible
loan notes
reserve
Statutory
suplus fund
Retained
earnings
Attributable
to owners of
the Company
Noncontrolling
Interests Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
The Group
Balance at 1 January 2013 (audited) 833,36      8 (88,296) 7,994 1,108 31,493 58,026 142,600 1,657,619 2,643,912 10,600 2,654,512
Profit for the period - - - - - - - 61,502 61,502 - 61,502
Other comprehensive income for the period - - - 174 - - - - 174 - 174
Recognition of equity-settled
share based payments - - - - 332 - - - 332 - 332
Balance at 31 March 2013 833,368 (88,296) 7,994 1,282 31,825 58,026 142,600 1,719,121 2,705,920 10,600 2,716,520
Profit for the period - - - - - - - 111,911 111,911 1,189 113,100
Other comprehensive income for the period - - - 376 - - - - 376 - 376
Recognition of equity-settled
share based payments - - - - 1,167 - - - 1,167 - 1,167
Balance at 30 June 2013 833,368 (88,296) 7,994 1,658 32,992 58,026 142,600 1,831,032 2,819,374 11,789 2,831,163
Profit for the period - - - - - - - 115,431 115,431 507 115,938
Other comprehensive income for the period - - - 332 - - - - 332 - 332
Recognition of equity-settled
share based payments - - - - 690 - - - 690 - 690
Balance at 30 September 2013 (unaudited) 833,368 (88,296) 7,994 1,990 33,682 58,026 142,600 1,946,463 2,935,827 12,296 2,948,123
Balance at 1 January 2012 (audited) 833,368 (88,296) 7,994 1,007 30,361 79,676 139,495 1,290,464 2,294,069 10,600 2,304,669
Profit for the period - - - - - - - 76,514 76,514 - 76,514
Other comprehensive income for the period - - - 104 - - - - 104 - 104
Recognition of equity-settled
share based payments - - - - 2,323 - - - 2,323 - 2,323
Balance at 31 March 2012 833,368 (88,296) 7,994 1,111 32,684 79,676 139,495 1,366,978 2,373,010 10,600 2,383,610
Profit for the period - - - - - - - 116,937 116,937 - 116,937
Other comprehensive income for the period - - - 2 - - - - 2 - 2
Dividends paid - - - - - - - (65,120) (65,120) - (65,120)
Recognition of equity-settled
share based payments - - - - 2,145 - - - 2,145 - 2,145
Balance at 30 June 2012 833,368 (88,296) 7,994 1,113 34,829 79,676 139,495 1,418,795 2,426,974 10,600 2,437,574
Profit for the period - - - - - - - 151,675 151,675 - 151,675
Other comprehensive income for the period - - - (81) - - - - (81) - (81)
Early redemption of convertible loan notes - - - - - (22,868) - (22,868) - (22,868)
Recognition of equity-settled
share based payments - - - - (4,682) - - - (4,682) - (4,682)
Balance at 30 September 2012 (unaudited) 833,368 (88,296) 7,994 1,032 30,147 56,808 139,495 1,570,470 2,551,018 10,600 2,561,618
5
Issued
capital
Capital
reserve
Share
option
reserve
Convertible
loan notes
reserve
Retained
earnings Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
The Company
Balance at 1 January 2013 (audited) 833,36      8 7,010 31,493 5 8,026 4,156 934,053
Loss and total comprehensive expense for the period - - - - (63,770) ( 63,770)
Recognition of equity-settled share based payments - - 332 - - 332
Balance at 31 March 2013 833,368 7,010 31,825 5 8,026 (59,614) 870,615
Loss and total comprehensive expense for the period - - - - (130,956) ( 130,956)
Recognition of equity-settled share based payments - - 1,167 - - 1,167
Balance at 30 June 2013 833,368 7,010 32,992 5 8,026 (190,570) 740,826
Loss and total comprehensive expense for the period - - - - (60,236) ( 60,236)
Recognition of equity-settled share based payments - - 690 - - 690
Balance at 30 September 2013 (unaudited) 833,368 7,010 33,682 5 8,026 (250,806) 681,280
Balance at 1 January 2012 (audited) 833,368 7,010 30,361 7 9,676 66,648 1,017,063
Loss and total comprehensive expense for the period - - - - (21,487) ( 21,487)
Recognition of equity-settled share based payments - - 2,323 - - 2,323
Balance at 31 March 2012 833,368 7,010 32,684 7 9,676 45,161 997,899
Loss and total comprehensive expense for the period - - - - (34,040) ( 34,040)
Dividends paid - - - - (65,120) ( 65,120)
Recognition of equity-settled share based payments - - 2,145 - - 2,145
Balance at 30 June 2012 833,368 7,010 34,829 7 9,676 (53,999) 900,884
Loss and total comprehensive expense for the period - - - - (25,554) ( 25,554)
Early redemption of convertible loan notes - - - (22,868) - ( 22,868)
Recognition of equity-settled share based payments - - (4,682) - - ( 4,682)
Balance at 30 September 2012 (unaudited) 833,368 7,010 30,147 5 6,808 (79,553) 847,780
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2013
1. GENERAL INFORMATION
The Company is a limited liability company incorporated in the Republic of Singapore on 7 November 2005 under the
Singapore Companies Act and its shares are dual primary listed on the Singapore Exchange Securities Trading Limited
and the Main Board of The Stock Exchange of Hong Kong Limited (the “SEHK”). The registered office of the
Company is located at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542. Its principal place of business is at 460
Alexandra Road, #14-04 PSA Building, Singapore 119963.
The Company is an investment holding company which is also engaged in environmental construction related design
services. Its subsidiaries are mainly engaged in environmental construction related to water treatment, research and
development of water treatment technologies and provision of services for technology consultation and construction,
management and operation of the municipal wastewater projects and sale of treated water.
The Company's immediate and ultimate parent is Sound Water (BVI) Limited.
The condensed consolidated financial statements are presented in Renminbi ("RMB"), the currency of the primary
economic environment in which the principal subsidiaries of the Company operate. The functional currency of the
Company is RMB.
2. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis except for certain
financial instruments which are measured at fair values.
Except as described below, the accounting policies and methods of computation used in the condensed consolidated
financial statements for the nine months ended 30 September 2013 are the same as those followed in the preparation of
the Group's annual audited consolidated financial statements for the year ended 31 December 2012.
During the nine months ended 30 September 2013, the Group has applied, for the first time, a number of new or revised
standards and interpretation ("new or revised IFRSs") issued by International Accounting Standards Board that are
mandatorily effective for the Group’s financial period beginning on 1 January 2013.
Except as described below, the application of the new or revised IFRSs in the current period has had no material impact
on the Group’s financial performance and positions and/or on the disclosures set out in these condensed consolidated
financial statements.
IFRS 13 - Fair Value Measurement
The Group has applied IFRS 13, Fair Value Measurement, for the first time during the nine months ended 30 September
2013. IFRS 13 establishes a single source of guidance for, and disclosures about, fair value measurements, and replaces
those requirements previously included in various IFRSs. Consequential amendments have been made to IAS 34 to
require certain disclosures to be made in the condensed consolidated financial statements. In accordance with the
transitional provisions of IFRS 13, the Group has applied the new fair value measurement and disclosure requirements
prospectively.
IFRS 10 - Consolidated Financial Statements
IFRS 10 introduces a single control model to determine whether an investee should be consolidated, by focusing on
whether the entity has power over the investee, exposure or rights to variable returns from its involvement with the
investee and the ability to use its power to affect the amount of those returns. The Group re-assessed its involvement
with its subsidiaries and concluded it has power to direct relevant activities of its subsidiaries to affect the amount of
returns. The adoption of IFRS10 does not have any material impact on the financial position and financial results of the
Group.
7
2. PRINCIPAL ACCOUNTING POLICIES - continued
Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income
The amendments to IAS 1 introduce new terminology for statement of comprehensive income and income statement.
Under the amendments to IAS 1, a statement of comprehensive income is renamed as a statement of profit or loss and
other comprehensive income and an income statement is renamed as a statement of profit or loss. The amendments to
IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two
separate but consecutive statements. However, the amendments to IAS 1 require additional disclosures to be made in the
other comprehensive income section such that items of other comprehensive income are grouped into two categories: (a)
items that will not be reclassified subsequently to profit or loss; and (b) items that may be reclassified subsequently to
profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be
allocated on the same basis - the amendments do not change the existing option to present items of other comprehensive
income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of
items of other comprehensive income has been modified to reflect the changes.
3. REVENUE
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue from construction contracts
- turnkey services 640,61                       5 6 49,470 1 ,877,011 1 ,638,476
- sales of equipment 4 3,818 1 5,543 1 41,899 1 07,785
Revenue from sale of goods 1 9,340 4 0,809 5 7,670 9 9,233
Operating and maintenance income 4 3,688 3 2,273 1 15,916 7 0,124
Design service 1 9,446 4 0,589 49,049 4 7,100
766,907 778,684 2,241,545 1,962,718
4. OTHER INCOME
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Interest income 2,565 2,641 8,276 7,469
Imputed interest income on
service concession receivables 19,487 10,585 57,190 31,757
Government grant 555 56 1,330 56
Sundry income 7 2,459 65 2,541
22,614 15,741 66,861 41,823
8
5. OTHER GAINS AND LOSSES
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net foreign exchange gains 9,58                           0 2,456 26,609 2,752
Allowance for doubtful debts ( 4,604) - ( 4,604)
Change in fair value of warrants - - - 1,511
Loss from changes in fair value of
an interest rate swap contract ( 1,536) - ( 45,967) -
Fair value gain on foreign currency
forward contracts 1,905 - 1,017 -
Loss on disposal of property, plant
and equipment ( 4) - ( 58) ( 256)
Others ( 3) - ( 3) -
5,338 2,456 ( 23,006) 4,007
6. FINANCE COSTS
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Interest expenses on borrowings 2 2,421 1 3,686 6 4,419 4 0,819
Interest expenses on
convertible loan notes 1 2,933 1 7,283 3 8,459 5 3,383
Interest expenses on
senior notes 3 3,603 1 6,238 1 09,208 1 6,238
68,957 47,207 212,086 110,440
7. INCOME TAX EXPENSES
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
The charge comprises:
Current tax
PRC income tax 2 6,706 1 9,634 7 8,127 4 7,450
Over provision in prior year:
PRC income tax - - ( 2,657) -
Deferred tax 2 ,617 2 ,248 9 ,019 6 ,743
2 9,323 2 1,882 8 4,489 5 4,193
The Singapore income tax represents income tax in Singapore which is calculated at the prevailing tax rate on the
taxable income of companies established in Singapore. For both periods, the tax rate was 17%.
Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law,
the statutory tax rate of the PRC subsidiaries is 25%. For the three months and nine months ended 30 September 2013,
certain PRC subsidiaries enjoy preferential income tax rates at 12.5% or 15%, or tax exempted (the three months and
nine months ended 30 September 2012: 7.5% or 15%, or tax exempted).
The EIT Law provides that qualified dividend income between two "resident enterprises" that have a direct investment
relationship is exempted from income tax. Otherwise, such dividends will be subject to a withholding tax under the tax
treaty or the domestic law.
9
8. PROFIT FOR THE PERIOD
Profit for the period has been arrived at after charging:
3 months ended 3 months ended 9 months ended 9 months ended
30 September 2013 30 September 2012 30 September 2013 30 September 2012
RMB'000 RMB'000 RMB'000 RMB'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Amortization of intangible assets,
included in cost of sales 2,50                           0 2 ,500 7 ,500 7 ,500
Amortization of land use rights 2 94 2 74 8 78 8 47
Depreciation for
property, plant and equipment 1 ,205 9 90 3 ,368 2 ,888
Loss on disposal of
property, plant and equipment 4 - 5 8 2 56
9. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share attributable to the owners of the Company is based on the
following data:
3 months ended 3 months ended 9 months ended 9 months ended
30 September
2013
30 September
2012
30 September
2013
30 September
2012
RMB'000 RMB'000 RMB'000 RMB'000
(unaudited) (unaudited) (unaudited) (unaudited)
Earnings for the purpose of basic earnings per share 115,431 151,675 288,844 345,126
Effect of dilutive potential ordinary shares
Interest on convertible loan notes 12,933 17,283 3 8,459 53,383
Earnings for the purpose of diluted earnings per share 128,364 168,958 327,303 398,509
'000 '000 '000 '000
Number of ordinary shares for the purpose of basic 1,290,000 1,290,000 1,290,000 1,290,000
earning per share
Effect of dilutive potential ordinary shares from:
Convertible loan notes 177,297 255,151 1 77,297 255,151
Weighted average number of shares 1,467,297 1,545,151 1,467,297 1,545,151
Earnings per share (RMB cents)
Basic 8.95 11.76 22.39 26.75
Diluted 8.75 10.93 22.31 25.79
For both periods, the computation of diluted earnings per share does not assume the exercise of the Company's options
or warrants because the exercise price of those options or warrants was higher than the average market price of shares
during those periods.
10
10. TRADE AND OTHER RECEIVABLES
The Group has a policy of allowing trade customers with credit period normally within 90 days except for construction
project for which settlement is made in accordance with the terms specified in the contracts governing the relevant
transactions.
The following is an aged analysis of trade receivables net of allowance for doubtful debts presented, based on the billing
date of construction service or delivery of goods, as appropriate.
30 September 2013 31 December 2012
RMB'000 RMB'000
(Unaudited) (Audited)
Trade receivables
Within 90 days 394,29                        6 243,561
91 to 180 days 263,496 347,257
181 days to 1 year 158,870 341,725
1 to 2 years 348,387 242,574
2 to 3 years 47,034 28,709
More than 3 years 10,949 -
1,223,032 1,203,826
Bills receivables:
Within 180 days 45,446 45,378
11. TRADE AND OTHER PAYABLES
The following is an aged analysis of trade payables based on invoice issuance date at the end of each reporting period:
30 September 2013 31 December 2012
RMB'000 RMB'000
(Unaudited) (Audited)
Trade payables
Within 90 days 471,759 334,294
91 to 180 days 212,446 162,540
181 days to 1 year 186,962 100,454
1 to 2 years 128,640 128,829
2 to 3 years 67,643 40,890
More than 3 years 22,665 17,742
1 ,090,115 7 84,749
Bills payables
Within 180 days 43,909 35,000
12. ISSUED CAPITAL
Issued and paid up Number of shares RMB'000
As at 30 September 2012, 31 December 2012 and 30 September 2013 1,290,000,000 833,368
Group & Company
There were no treasury shares as at 30 September 2012, 31 December 2012 and 30 September 2013.
11
13. DIVIDENDS
No dividends were paid, declared or proposed for the nine months ended 30 September 2013. The directors of the
Company have determined that no interim dividend will be proposed in respect of the nine months ended 30 September
2013 (the nine months ended 30 September 2012: nil).
During the nine months ended September 30, 2012, a final dividend of S$0.01 per share in respect of the year ended
December 31, 2011 was declared and paid to the shareholders of the Company. The aggregate amount of the final
dividend declared and paid in the nine months ended September 30, 2012 amounted to RMB 65,120,000.
12
(I) MANAGEMENT DISCUSSION AND ANALYSIS
Review of Group’s Financial Performance:
Revenue
The Group’s revenue remained relatively consistent at approximately RMB778.7 million in the three months ended 30
September 2012 (“3Q2012”) and approximately RMB766.9 million in the three months ended 30 September 2013
(“3Q2013”) and increased by approximately RMB278.8 million or 14.2% from approximately RMB1,962.7 million in
the nine months ended 30 September 2012 (“9M2012”) to approximately RMB2,241.5 million in the nine months ended
30 September 2013 (“9M2013”).
The increase was mainly attributed to: (1) increased contribution from the operation and maintenance (“O&M”)
segment of approximately RMB45.8 million from approximately RMB70.1 million in 9M2012 to approximately
RMB115.9 million in 9M2013 as certain Build-Operate-Transfer (“BOT”) projects started operations; and (2) increased
contribution from the turnkey engineering, procurement and construction (“EPC”) services amounting to approximately
RMB274.6 million from RMB1,793.4 million in 9M2012 to RMB2,068.0 million in 9M2013 as the Group continues to
be awarded and fulfilling its EPC projects in China. These increases were partly offset by the decreased external sales
from Hi-Standard by approximately RMB41.5 million from RMB99.2 million in 9M2012 to RMB57.7 million in
9M2013.
Gross Profit and Gross Profit Margin
Gross profit remained relatively consistent at approximately RMB248.3 million in 3Q2012 and approximately
RMB236.5 million in 3Q2013 and increased by approximately RMB81.3 million or 13.6% from approximately
RMB599.4 million in 9M2012 to approximately RMB680.7 million in 9M2013. The increase in 9M2013 is in line with
the higher revenue and the stable gross profit margin.
The gross profit margin decreased by approximately 1.1% from approximately 31.9% for 3Q2012 to approximately
30.8% for 3Q2013 and decreased by approximately 0.1% from approximately 30.5% for 9M2012 to approximately
30.4% for 9M2013. Given the nature of the turnkey projects, where revenue is recognised based on the percentage of
completion, the gross profit margin for engineering works would fluctuate from quarter to quarter depending on the
amount of revenue recognised for the relevant projects during the relevant quarters. On a year-to-year basis, the gross
profit margin remained relatively stable at around 30%.
Other Income
Other income increased by approximately RMB6.9 million or 43.7% from approximately RMB15.7 million in 3Q2012
to approximately RMB22.6 million in 3Q2013 and increased by approximately RMB25.1 million or 59.9% from
approximately RMB41.8 million in 9M2012 to approximately RMB66.9 million in 9M2013. This increase was mainly
due to the deemed interest income arising from service concession receivables as a result of the increased investments in
BOT projects.
Other Gains and Losses
Other gains increased by approximately RMB2.8 million or 117.3% from RMB2.5 million in 3Q2012 to RMB5.3
million in 3Q2013. Other gains of approximately RMB4.0 million in 9M2012 became losses of approximately
RMB23.0 million in 9M2013.
Other losses incurred in 9M2013 were mainly due to the change of fair value on financial instrument relating to interest
rate swap contract. Other gains in 9M2013 related to foreign exchange gain resulted from US Dollar denominated senior
notes and borrowings as US Dollar weakened against Renminbi.
Distribution and Selling Expenses
Distribution and selling expenses increased by approximately RMB2.1 million or 27.1% from approximately RMB7.9
million in 3Q2012 to approximately RMB10.0 million in 3Q2013 and decreased by approximately RMB3.7 million or
13.6% from approximately RMB26.6 million in 9M2012 to approximately RMB22.9 million in 9M2013. The decrease
in 9M2013 was mainly due to the decrease in tender fees paid to agents, partly offset by the higher after-sales expense
incurred in 3Q2013 as certain projects entered into warranty period.
13
Research and Development Expenses
Research and development expenses increased by approximately RMB0.9 million or 25.1% from approximately
RMB3.6 million in 3Q2012 to approximately RMB4.5 million in 3Q2013 and decreased by approximately RMB3.3
million or 17.1% from approximately RMB19.2 million in 9M2012 to approximately RMB15.9 million in 9M2013.
Higher expenses incurred in 9M2012 as the Group was venturing into shale oil industrial wastewater treatment whereas
expenses incurred in 3Q2013 are mainly relating to leachate treatment works in solid waste treatment and water
recycling.
Administrative Expenses
Administrative expenses remained relatively consistent at approximately RMB35.8 million and RMB34.3 million
respectively in 3Q2013 and 3Q2012 and increased by approximately RMB8.9 million or 10.0% from approximately
RMB89.7 million in 9M2012 to approximately RMB98.6 million in 9M2013. This was mainly due to the salary
increment and increase of Group’s headcount.
Finance Costs
Finance costs increased by approximately RMB21.8 million or 46.1% from approximately RMB47.2 million in 3Q2012
to approximately RMB69.0 million in 3Q2013 and increased by approximately RMB101.7 million or 92.0% from
approximately RMB110.4 million in 9M2012 to approximately RMB212.1 million in 9M2013.
The increase was mainly due to the new USD senior notes issued in 3Q2012 that gave rise to higher finance costs by
approximately RMB93.0 million in 9M2013.
Income Tax Expenses
Income tax expenses increased by approximately RMB7.4 million or 34.0% from approximately RMB21.9 million in
3Q2012 to approximately RMB29.3 million in 3Q2013 and increased by approximately RMB30.3 million or 55.9%
from approximately RMB54.2 million in 9M2012 to approximately RMB84.5 million in 9M2013. Higher income tax
expenses for lower pre-tax profits in 3Q2013 and 9M2013 arose as higher loss was recorded at Sound Global company
level at nil tax payable. The higher loss was resultant from the finance costs related to the issuance of senior notes in
3Q2012 and the loss from changes of fair value of an interest rate swap contract.
Profit Attributable to Owners of the Company
As a results of the above, profit attributable to owners of the Company decreased by approximately RMB36.3 million or
23.9% from approximately RMB151.7 million in 3Q2012 to approximately RMB115.4 million in 3Q2013 and
decreased by approximately RMB56.3 million or 16.3% from approximately RMB345.1 million in 9M2012 to
approximately RMB288.8 million in 9M2013.
Review of Group’s Financial Position:
Current Assets
Current assets increased by approximately RMB481.1 million or 9.6% from approximately RMB5,008.2 million as at
31 December 2012 to approximately RMB5,489.3 million as at 30 September 2013 mainly due to higher trade and other
receivables resulted from the increased in revenue and operations and increased amount due from customers as work
performed has yet to reach the billing milestone, partly offset by the lower bank balances and cash for operational used.
Inventories refer to equipment components and parts. It was attributable mainly to Hi-Standard. Inventories from
turnkey business are not expected to be material as most of the civil engineering works are subcontracted to third
parties. As at 30 September 2013, inventories balances remained relatively consistent at approximately RMB23.9
million.
Non-Current Assets
Non-current assets increased by approximately RMB364.0 million or 19.9% from approximately RMB1,830.9 million
as at 31 December 2012 to approximately RMB2,194.9 million as at 30 September 2013 mainly arose from increased
service concession receivables as investment in BOT projects increased and deposit paid for acquisition of subsidiaries.
14
Current Liabilities
Current liabilities increased by approximately RMB508.1 million or 28.8% from approximately RMB1,763.3 million as
at 31 December 2012 to approximately RMB2,271.4 million as at 30 September 2013 mainly arose from new
borrowings raised and higher trade and other payables resulted from the increased operations.
Non-Current Liabilities
Non-current liabilities remained relatively consistent at approximately RMB2,421.3 million as at 31 December 2012
and approximately RMB2,464.7 million as at 30 September 2013.
Capital and Reserves
Equity attributable to owners of the Company increased by approximately RMB291.9 million or 11.0% from
approximately RMB2,643.9 million as at 31 December 2012 to approximately RMB2,935.8 million as at 30 September
2013 due mainly to the retained profits of approximately RMB288.8 million.
The non-controlling interest of approximately RMB12.3 million relates to a 20% and 10% minority interest in Yantai
Bihai Water Co., Ltd and Anyang Taiyuan Water Co., Ltd respectively. Both of these subsidiaries are operating BOT
projects.
Cash Flow Statement
Net cash generated from operating activities was approximately RMB342.3 million in 3Q2013 and approximately
RMB79.6 million in 9M2013. The positive cash flow in 9M2013 was mainly due to improved collection from trade
receivables as compared to 9M2012.
Net cash used in investing activities was approximately RMB180.0 million in 3Q2013 and approximately RMB158.0
million in 9M2013. These mainly arose from the prepayment for acquisition of subsidiaries.
Net cash generated from financing activities was approximately RMB32.4 million in 3Q2013 and net cash used in
financing activities was approximately RMB51.5 million in 9M2013. The higher net cash inflow in prior periods mainly
arose from senior notes proceeds.
As at 30 September 2013, the Group’s cash position remained strong and stood at approximately RMB2,778.6 million.
15
(II) FINANCIAL REVIEW
Gearing
30 September 2013 31 December 2012
RMB'000 RMB'000
Borrowings (current) 638,05                         3 465,496
Borrowings (non-current) 880,218 888,662
Convertible loan notes (non-current) 569,077 557,618
Senior notes (non-current) 902,739 922,644
Total debt 2,990,087 2,834,420
Bank balances and cash 2,778,625 2,912,077
Equity attributable to owners of the Company 2,935,827 2,643,912
Net debt Net debt Net cash
Total debt to equity ratio 1.02 1.07
Loans
Aggregate amount of Group’s borrowings and debt securities:
Amount repayable in one year or less, or on demand:
Secured Unsecured Secured Unsecured
RMB'000 RMB'000 RMB'000 RMB'000
334,860 267,013 363,146 102,350
Amount repayable after one year:
Secured Unsecured Secured Unsecured
RMB'000 RMB'000 RMB'000 RMB'000
1,819,137 569,077 1,800,506 568,418
As at 30 September 2013 As at 31 December 2012
As at 30 September 2013 As at 31 December 2012
Details of any collateral:
The bank loans are secured by charges over the Group's assets, right under the service concession contracts and equity
interest in certain subsidiaries. Certain loans were guaranteed by Sound Group Limited.
16
(III) A COMMENTARY AT THE DATE OF THE ANNOUNCEMENT OF THE SIGNIFICANT TRENDS AND
COMPETITIVE CONDITIONS OF THE INDUSTRY IN WHICH THE GROUP OPERATES AND ANY
KNOWN FACTORS OR EVENTS THAT MAY AFFECT THE GROUP IN THE NEXT REPORTING PERIOD
AND THE NEXT 12 MONTHS
The Company will continuously expand its share in the EPC market and consolidate its leading market position by
proactively seeking Sewage Treatment Plant Upgrade and Improvement Project. The requirement on the standard of the
discharge is relatively low for a number of sewage treatment plants which were built during the period of “9th Five-Year-
Plan” and “10th Five-Year-Plan” and this will give rise to the opportunity of equipment modification. This generates a
tremendous demand for improving the discharge standard of the sewage treatment plants with the implementation of the
measures on upgrading the discharge standard to grade 1A standard in various regions and provinces. In addition, with
the adoption of more stringent regulatory standard by the PRC government in respect to zero discharge of industrial
sewage and recycling, improvement projects from industrial sewage treatment sector will be undertaken. The new
breakthrough in the industrial sewage treatment sector includes shale oil wastewater treatment and comprehensive
utilization of coal resources waterworks system. Shale oil and shale gas being a new future source of energy, is
expecting to have great market potential.
The Company will actively seek out projects with relatively good return and controllable risk in a cautious manner,
expanding the source of stable income from BOT and O&M projects. The rapid pace of development of urbanization of
the PRC and the zonation development for industrial and corporate enterprises help to create investment opportunities
which provides the Company with investment options with more favorable returns and therefore the Company will
increase its efforts to develop investment projects. The Company will continue to explore O&M markets vigorously.
Currently, there are 3,340 municipal sewage treatment plants under operation, some of the completed projects may
undergo reconstruction, and 2,000 sewage treatment plants under construction in the PRC. Following the completion of
the construction of large-scale sewage treatment facilities in the PRC, the proportion of water treatment enterprises
turning to water service companies will increase year by year. In addition, with the gradual maturity of the political
environment for the third-party trust operation aspect of the industrial sewage treatment market, the water operation
service market has entered from the incubation stage into a stage where the scale begins to expand rapidly.
The Company will continue to expand its international business steadily, including EPC and equipment sales, extending
its coverage to emerging markets and developing countries such as the Saudi Arabia and Southeast Asia regions, in
order to satisfy the enormous demand from such regions. The Company has been qualified for tendering certain
overseas projects and has established relevant market development systems in these countries. The Company aims to
achieve remarkable progress and development in the next three to five years.
Urban sewage has been one of the main sources of regional pollution in the PRC. The sewage treatment market for
small towns is still in its beginning stage, which will be a new strategic target in the PRC following the sewage
treatment projects for large and middle-sized cities. In the future, a rapid growth in the construction of sewage treatment
plants for small-sized cities is expected. By fully leveraging on our strengths in the technology, management and
integrated industrial chain, as well as developing and applying the state-of-art patent technology similar to SMART*
patent technology, the Company, through centralised, modularised and clustered management, will formulate an
economically viable solution for the environmental management in the towns and rural areas in the PRC.
* Small & Skillful, Multiple & Modular, Active & Automatic, Rapid and Technologic
17
(IV) SUPPLEMENTARY INFORMATION
1. Audit Committee
The audit committee of the Company (the “Audit Committee”) has reviewed the accounting principles and standards
adopted by the Group, and has discussed and reviewed the internal control and reporting matters. The unaudited
quarterly results for the nine months ended 30 September 2013 have been reviewed by the Audit Committee.
2. Purchase, Sale or Redemption of the Company’s Listed Securities
For the nine months ended 30 September 2013, neither the Company nor its subsidiaries has purchased, sold or
redeemed of the listed securities of the Company.
3. Share Options
On 23 July 2010, the Company granted 64,500,000 options under the Epure Share Option Scheme. The numbers of
outstanding share options for each period end are as follows:
As at Outstanding Forfeited
30 September 2012 33,150,400 31,349,600
31 December 2012 33,150,400 31,349,600
30 September 2013 32,504,400 31,995,600
4. Convertible Loan Notes
On 15 September 2010, the Company issued a RMB885 million USD settled 6% convertible bonds due 2015. As 30
September 2012, 31 December 2012 and 30 September 2013, the outstanding convertibles were RMB622 million,
RMB600 million and RMB600 million respectively. The number of shares that may be issued on conversion of all the
outstanding convertibles as at 30 September 2012, 31 December 2012 and 30 September 2013 was 183,797,782,
177,296,896 and 177,296,896 respectively.
5. Net Asset Value
Group Company
30/9/2013 31/12/2012 30/9/2013 31/12/2012
Net asset value per ordinary share based
on issued share capital as at the end of the
financial period (RMB)
227.6
cents
205.0
cents
52.8
cents
72.4
cents
The net asset values per ordinary share as at 30 September 2013 and 31 December 2012 were calculated based on the
equity attributable to owners of the Company, divided by the number of issued shares of 1,290,000,000.
6. Review of Financial Results
Deloitte Touche Tohmatsu has reviewed the interim financial information which comprises the condensed consolidated
statement of financial position of the Group as of 30 September 2013 and the condensed consolidated statement of profit
or loss and other comprehensive income for the three-month and nine-months financial period ended 30 September
2013, statement of changes in equity and statement of cash flows of the Group for the nine-months ended 30
September 2013, and certain explanatory notes in accordance with Hong Kong Standards on Review Engagements
2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity".
Deloitte & Touche LLP has reviewed the interim financial information which comprises the condensed statement of
financial position of the Company as at 30 September 2013, the condensed statement of changes in equity of the
Company for the nine-month financial period ended 30 September 2013, the condensed consolidated statement of
financial position of the Group as at 30 September 2013 and the condensed consolidated statement of profit or loss and
other comprehensive income for the three-month and nine-months financial period ended 30 September 2013,
condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows of the
Group for the nine-month financial period ended 30 September 2013 and the selected explanatory notes in accordance
with the Singapore Standards on Review Engagements 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity".
18
7. Auditors’ Report (Including any Qualifications or Emphasis of Matter)
Please refer to the attached independent auditors’ review reports for financial period ended 30 September 2013.
8. Where a Forecast, or a Prospect Statement, has been Previously Disclosed to Shareholders, any Variance
between it and the Actual Results.
No forecast or prospect statement has been previously disclosed to shareholders pertaining to the third quarter and nine
months ended 30 September 2013.
9. Use of Proceeds
(A) Placement Proceeds
Approximately RMB208.0 million (approximately S$43.9 million) of the net placement proceeds of approximately
S$63.6 million was utilised for acquisition in 2007.
The balance of the placement proceeds (approximately S$19.7 million) has been utilized for the deposit for acquisition
of subsidiaries in 3Q2013. The net proceeds have been fully deployed as at 30 September 2013.
(B) Senior Notes Proceeds
The net proceeds of the USD150 million 11.875% senior notes due 2017 is approximately USD146.2 million and have
been deployed in the following manner:
Amount
(USD’000)
Net proceeds
146,234
Investment and acquisition of BOT projects
(19,917)
Refinancing the 6% Convertible Bonds
(49,220)
Repayment of the term loan facility with Wing Lung Bank Limited
(12,917)
For working capital and other general and corporate purposes
刪 Repayment of borrowings and relevant interest
刪 Restricted bank deposits for certain loans/ bank facilities
刪 Other operating expenses
(23,532)
(3,973)
(36,675)
Balance as at 30 September 2013
0
The net proceeds have been fully deployed as at 30 September 2013.
19
10. Interested Person Transactions
On 15 August 2007, shareholders approved a general mandate for the Group to provide EPC and management services
to Sound Group Limited and its subsidiaries and associated companies. This general mandate was renewed at the annual
general meeting held on 29 April 2013.
11. Statement Pursuant to SGX Listing Rule 705(5) of the Listing Manual
The Directors, Mr. Wen Yibo and Mr. Wang Kai, confirm that, to the best of their knowledge, nothing has come to the
attention of the Board of Directors of the Company which may render the third quarter and nine months financial results
of the Company and of the Group for the financial period ended 30 September 2013 to be materially false or misleading.
12. Reconciliation Between International Financial Reporting Standards and Singapore Financial Reporting
Standards
These condensed consolidated financial statements are also in compliance with the Singapore Financial Reporting
Standards No. 34, “Interim Financial Reporting” (FRS34).
By Order of the Board
Wen Yibo
Chairman
Singapore, November 14, 2013
As of the date of this announcement, the executive Directors are Wen Yibo, Zhang Jingzhi, Wang Kai, Luo Liyang and Jiang
Anping; and the independent non-executive Directors are Fu Tao, Seow Han Chiang Winston and Wong See Meng.
* For identification purposes only
Name of Interested Person Aggregate value of all Interested
Person Transactions during the
financial period under review
(excluding transactions less than
S$100,000 and transactions
conducted under Shareholders’
Mandate pursuant to Rule 920)
Aggregate value of all
Interested Person
Transactions conducted
under Shareholders’
Mandate pursuant to Rule
920 (excluding transactions
less than S$100,000)
RMB’000 RMB’000
Laohekou Qingyuan Water Co., Ltd NIL 29,320
Ezhou Qinghe Environmental
Engineering Co., Ltd
NIL
7,873
Mingguang City Kangqing
Environment Co., Ltd
NIL
8,000
Beijing Xiaojiahe Wastewater
Treatment Engineering Co., Ltd
NIL
9,950
Total NIL 55,143




14 November 2013
The Board of Directors
Sound Global Ltd.
460 Alexandra Road
PSA Building #14-04
Singapore 1199632
Dear Sirs,
(A) THE PROPOSED VOLUNTARY DELISTING OF SOUND GLOBAL LTD. FROM THE
OFFICIAL LIST OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (“SGXST”)
PURSUANT TO RULES 1307 and 1309 OF THE SGX-ST LISTING MANUAL
(B) THE CONDITIONAL CASH OFFER TO BE MADE BY THE FINANCIAL ADVISORS FOR AND
ON BEHALF OF THE OFFEROR FOR THE OFFER SHARES AND THE OFFER BONDS IN
ACCORDANCE WITH THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS AND
THE CODES ON TAKEOVERS AND MERGERS AND SHARE REPURCHASE OF HONG
KONG
On 10 September 2013, Sound (HK) Limited (“Offeror”) and Sound Global Ltd. (“Sound Global”) jointly
announced that the Offeror has presented to the board of directors of Sound Global a formal proposal
dated 6 September 2013 to seek the voluntary delisting of Sound Global from the SGX-ST (“Delisting”)
pursuant to Rules 1307 and 1309 of the Listing Manual of the SGX-ST (“Listing Manual”).
We have examined the unaudited consolidated financial statements of Sound Global for the nine-month
period ended 30 September 2013 (the “3Q2013 Results”) and have discussed the same with the
management of Sound Global. We have also considered the independent auditor’s review report dated
14 November 2013 on the interim financial information of the Sound Global and its subsidiaries and
associated companies (“Sound Global Group”) for the nine-month period ended 30 September 2013.
Based on the above, we are of the opinion that the 3Q2013 Results have been prepared by Sound
Global after due and careful enquiry.
For the purpose of this letter, we have relied on and assumed the accuracy and completeness of all
information provided to us and/or discussed with us by Sound Global. We have not assumed any
responsibility for independently verifying the accuracy and completeness of such information or
undertaken any independent evaluation or appraisal or any of the assets or liabilities of Sound Global.
Save as provided in this letter, we do not express any other opinion or views on the 3Q2013 Results.
The board of directors of Sound Global remains solely responsible for the 3Q2013 Results.
ING Commercial Banking
Corporate Finance
9 Raffles Place #19-02 Republic Plaza
Singapore 048619
Tel: +65 6535 3688
Fax: +65 65325592
www.ing.com
ING Bank N.V., Singapore Branch
This letter is provided to the board of directors of Sound Global solely for the purpose of complying with
Rule 25 of the Singapore Code on Take-overs and Mergers and not for any other purpose. We do not
accept any responsibility to any person(s), other than the board of directors of Sound Global, in respect
of, arising out of, or in connection with this letter.
Yours faithfully,
For and on behalf of
ING Bank N.V., Singapore Branch
Manuel R. Salak III Grenville Thynne
Managing Director Managing Director