REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
+ #06-01/06 ESR BizPark @ Chai Chee |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one Class A ordinary share, par value of US$0.0001 per share |
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of US$0.0001 per share* |
* |
A ordinary share. |
SEC 1852 (05-21) |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Large accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
U.S. GAAP ☐ |
Other ☐ | |||||||
by the International Accounting Standards Board |
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• | “ADR” means American Depositary Receipt; |
• | “ADS” means American Depositary Shares; |
• | “agent” means an FTE, as classified under our employee classification system; |
• | “AI” means artificial intelligence; |
• | “B2B” means business-to-business; |
• | “B2C” means business-to-consumer; |
• | “Class A ordinary share” means our Class A ordinary shares of par value US$0.0001 per share; |
• | “Class B ordinary share” means our Class B ordinary shares of par value US$0.0001 per share; |
• | “clients” means our corporate clients with whom we have entered into contractual arrangements; |
• | “CRM” means customer relationship management; |
• | “customers” means the parties with whom we have customer interactions on behalf of our clients; |
• | “CX” means customer experience; |
• | “Founder” means Mr. Laurent Bernard Marie Junique (Laurent Junique or Mr. Junique), our founder, Executive Chairman and Chief Executive Officer; |
• | “FTE” means full-time equivalent employee; |
• | “KPI” means key performance indicator; |
• | “MSA” means master services agreement; |
• | “new economy” means high growth industries that are on the cutting edge of digital technology and are the driving forces of economic growth; |
• | “NYSE” means the New York Stock Exchange; |
• | “Principal Shareholder” means Transformative Investments Pte Ltd; |
• | “SOW” means statement of work; |
• | “TDCX HPL” means TDCX Holdings Pte. Ltd. (formerly Agorae Pte Ltd); |
• | “TDCX KY” means TDCX (KY) Pte Ltd; |
• | “TDCX SG” means TDCX (SG) Pte. Ltd. (formerly Teledirect Pte Ltd); |
• | “U.S.” and “United States” means the United States of America; and |
• | “We,” “us,” “our,” “Company,” “TDCX,” “our Group” and “the Group” mean TDCX Inc. and its subsidiaries, collectively. |
• | Changes in the laws, regulations, policies and guidelines in the jurisdictions in which we operate; |
• | The regulatory environment in the jurisdictions in which we operate; |
• | Competition in the outsourced business support services industry in the jurisdictions in which we operate; |
• | Reliance on certain clients for a significant portion of our revenue; |
• | Developments related to pandemics such as COVID-19, including with respect to the success of any vaccines and the impact of economies reopening further and the ability of economies and our clients to recover from the economic effects of a pandemic; |
• | Political instability in the jurisdictions in which we operate; |
• | Breaches of laws or regulations in the operation and management of our current and future businesses and assets; |
• | The overall economic environment and general market and economic conditions in the jurisdictions in which we operate; |
• | Our ability to execute our strategies; |
• | Changes in the need for capital and the availability of financing and capital to fund these needs; |
• | Our ability to anticipate and respond to changes in the outsourced business support services industry, the markets in which we operate, and in client demands, trends and preferences; |
• | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, typhoons and other adverse weather and natural conditions that affect our business or assets; |
• | The loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us; |
• | Exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business; |
• | Changes in interest rates or rates of inflation (including wage inflation); and |
• | Legal, regulatory and other proceedings arising out of our operations. |
Item 1. |
IDENTITY OF DIRECTORS, EXECUTIVE OFFICERS AND ADVISERS |
Item 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
Item 3. |
KEY INFORMATION |
A. |
[Reserved] |
B. |
Capitalization and indebtedness. |
C. |
Reasons for the offer and use of proceeds. |
D. |
Risk factors. |
• | Our largest clients account for a significant portion of our total revenue and any loss of a large portion of business from any of those large clients could have a material adverse effect on our business, financial condition and results of operations; |
• | Our failure to successfully implement our business strategy and global, growth-oriented business model and sustain our growth rate and financial performance could harm our business; |
• | Our success depends on the continued service of our Founder and certain of our key employees and management; |
• | We operate in a highly competitive environment, and any failure to compete effectively against current and future competitors could adversely affect our revenue and profitability; |
• | We may face difficulties as we expand our operations into countries in which we have no prior operating experience, and there can be no assurance that our future expansion and other growth plans will be successful; |
• | Our profitability will suffer if we are not able to maintain our pricing, control costs or continue to grow our business through higher value campaigns; |
• | We may fail to attract and retain enough highly trained employees to support our operations; |
• | If our services do not comply with the service level and performance requirements required by our clients or we are in breach of our obligations under our contracts with our clients, it may result in reduced payments or the termination of our client agreements; |
• | A substantial portion of our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region; |
• | Our key clients have significant leverage over our contractual terms and may terminate such contracts on short notice or require us to accept contractual terms that are more favorable to them; |
• | Spending on omnichannel CX solutions and content, trust and safety services by our clients and prospective clients is subject to fluctuations depending on many factors, including both the economic and regulatory environments in the markets in which they operate; |
• | We may seek to acquire companies in the future and if we cannot find suitable targets or cannot integrate these companies properly into our business after acquiring them, it could adversely affect our business, financial condition and results of operations; |
• | Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business; |
• | Our operating results may fluctuate from one quarter to the next due to client and service mix and other factors; |
• | We are exposed to currency fluctuations in the countries in which we operate against the U.S. dollar and Singapore dollar and any volatility in these currencies could adversely affect our business, financial condition and results of operations; and |
• | If our current insurance coverage is or becomes insufficient to protect against losses incurred, our business, financial condition, results of operations and prospects may be adversely affected. |
• | size, timing and profitability of significant campaigns or engagements with current or new clients; |
• | slowdowns in the industry verticals that our clients are in, such as digital advertising and media, travel and hospitality, technology and others; |
• | changes in the volume of work we receive on a full-time equivalent basis from campaigns; |
• | the inability to accurately predict and in a timely manner fulfill FTE requirements on our campaigns; |
• | changes in global business services demand due to any reason, including changes in laws, regulations or perceptions of outsourcing operations to offshore service providers; |
• | the inability to continually improve or adapt to rapid technology changes; |
• | adverse changes to our cost structure; |
• | our inability to operate and manage a larger operation as we grow our market share and enter into international markets; |
• | existing or potential clients’ decisions to stay with existing service providers or move services we provide in-house; |
• | the inability to win new campaigns through competitive bidding processes; |
• | the inability to attract qualified employees; |
• | the inability to manage foreign exchange fluctuations; |
• | operational, financial and legal challenges (including compliance with foreign laws); |
• | costs associated with entering new and unfamiliar geographies or commencing significant new campaigns for our current and future clients; and |
• | negative press and reputational risks that adversely affect our brand, including similar risks to our industry. |
• | inconsistent regulations, licensing and legal requirements may increase our cost of operations among the countries in Southeast Asia in which we operate; |
• | currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; |
• | the effects of changes in monetary policy, interest rates and inflation (and specifically wage inflation) within Southeast Asia generally and/or within any specific country in which we operate; |
• | governments may impose new or more burdensome regulations, taxes or tariffs; |
• | political changes may lead to changes in the business environments in which we operate; |
• | economic downturns, political instability, civil disturbances, military conflict, terrorism and general security concerns in the countries that either we or our clients operate may negatively affect our operations; |
• | enactment or any increase in the enforcement of regulations related to personal data protection in the areas in which we operate that may incur compliance costs; |
• | health epidemics (including the COVID-19 outbreak) may affect our operations and demand for our services; and |
• | natural disasters like volcano eruptions and earthquakes may impact our operational sites severely. |
• | variations in our results of operations; |
• | guidance or other projections we may provide to the public, including any changes or failure to meet any such guidance or other projections; |
• | perceived prospects for our business and operations and for omnichannel CX solutions and business services in general, differences between our actual financial and operating results and those expected by investors and analysts; |
• | business or prospects of our clients and specifically new economy companies; |
• | changes in analysts’ recommendations, estimates or perceptions, or our failure to meet any such estimates or perceptions of analysts or investors; |
• | changes in conditions affecting the outsourced business support services industry; |
• | changes in market valuations and share prices of publicly listed companies with businesses similar to us; |
• | volatility in the stock market, including broad stock market price and volume fluctuations; |
• | changes in general economic conditions, including, but not limited to, inflation rates, foreign currency fluctuations and interest-rate hikes or other interest rate-related decisions; |
• | the announcement of new investments, acquisitions, strategic partnerships or joint ventures by us, our clients or our competitors; |
• | passage of legislation or changes in regulations; |
• | the addition or departure of key personnel; |
• | actions taken by our shareholders; |
• | implementation of any share repurchase program; |
• | competition; |
• | negative publicity or investor sentiment about us, our shareholders, affiliates, directors, officers or employees, our content offerings, our business model, our services or our industry; |
• | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities, including the perception that these sales could occur; |
• | potential litigation, government actions or regulatory investigations; or |
• | other developments affecting us, our clients or our competitors, including, but not limited to, general political, economic, or market conditions, or other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events. |
• | we have failed to timely provide the depositary with our notice of meeting and related voting materials; |
• | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
• | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
• | a matter to be voted on at the meeting would have a material adverse impact on shareholders; or |
• | voting at the meeting is done on a show of hands. |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; |
• | Regulation FD, which regulates selective disclosure of material information by issuers; and |
• | certain more stringent executive compensation disclosure rules. |
• | an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act; and |
• | to the extent that we no longer qualify as a foreign private issuer, (1) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (2) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, including golden parachute compensation. |
Item 4. |
INFORMATION ON THE COMPANY |
A. |
History and development of the Company. |
B. |
Business overview. |
Year Ended December 31, |
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2022 |
2021 |
2020 |
||||||||||
Revenue (S$ thousands) |
664,120 | 555,198 | 434,723 | |||||||||
Profit for the year (S$ thousands) |
104,938 | 103,842 | 86,094 | |||||||||
EBITDA (S$ thousands) (1) |
180,306 | 179,802 | 142,926 | |||||||||
Adjusted EBITDA (S$ thousands) (1) |
199,771 | 185,006 | 142,926 | |||||||||
Net profit margin (%) |
15.8 | 18.7 | 19.8 | |||||||||
EBITDA margin (%) (1) |
27.1 | 32.4 | 32.9 | |||||||||
Adjusted EBITDA margin (%) (1) |
30.1 | 33.3 | 32.9 | |||||||||
Number of clients (2) |
84 | 52 | 38 | |||||||||
Debt (bank loans) (S$ thousands) |
— | 16,810 | 40,306 |
(1) | “EBITDA” represents profit for the year before interest expense, interest income, income tax expense and depreciation expense. “EBITDA margin” represents EBITDA as a percentage of revenue. “Adjusted EBITDA” represents profit for the year before interest expense, interest income, income tax expense, depreciation expense and equity-settled share-based payment expense incurred in connection with our Performance Share Plan. “Adjusted EBITDA margin” represents Adjusted EBITDA as a percentage of revenue. EBITDA, EBITDA margins, Adjusted EBITDA or Adjusted EBITDA margins are supplemental non-IFRS financial measures and should not be considered in isolation or as a substitute for financial results reported under IFRS. See “Item 5. Operating and Financial Review and Prospects—A. Operating results—Non-IFRS Financial Measurements” for information regarding the limitations of using such non-IFRS financial measures. |
(2) | The number of clients is calculated as of December 31 of the years indicated. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
Margin (%) |
S$ |
Margin (%) |
S$ |
Margin (%) |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue |
493,916 |
664,120 |
— |
555,198 |
— |
434,723 |
— |
|||||||||||||||||||||
Profit for the year and net profit margin |
78,044 |
104,938 |
15.8 |
103,842 |
18.7 |
86,094 |
19.8 |
|||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||
Depreciation expense |
29,549 | 39,731 | 6.0 | 39,853 | 7.2 | 33,065 | 7.6 | |||||||||||||||||||||
Income tax expenses |
27,554 | 37,049 | 5.6 | 28,237 | 5.1 | 21,303 | 4.9 | |||||||||||||||||||||
Interest expense |
1,440 | 1,936 | 0.3 | 8,414 | 1.5 | 3,058 | 0.7 | |||||||||||||||||||||
Interest income |
(2,490 | ) | (3,348 | ) | (0.5 | ) | (544 | ) | (0.1 | ) | (594 | ) | (0.1 | ) | ||||||||||||||
EBITDA and EBITDA margin |
134,097 |
180,306 |
27.1 |
179,802 |
32.4 |
142,926 |
32.9 |
|||||||||||||||||||||
Adjustment: |
||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14,476 | 19,465 | 2.9 | 5,204 | 0.9 | — | — | |||||||||||||||||||||
Adjusted EBITDA and Adjusted EBITDA margin |
148,573 |
199,771 |
30.1 |
185,006 |
33.3 |
142,926 |
32.9 |
|||||||||||||||||||||
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue by Service |
||||||||||||||||||||||||||||
Omnichannel CX solutions (1) |
285,724 | 384,184 | 57.8 | 334,047 | 60.2 | 273,174 | 62.8 | |||||||||||||||||||||
Sales and digital marketing |
123,833 | 166,506 | 25.1 | 114,718 | 20.7 | 66,235 | 15.2 | |||||||||||||||||||||
Content, trust and safety (1) |
81,434 | 109,496 | 16.5 | 103,538 | 18.6 | 92,452 | 21.3 | |||||||||||||||||||||
Other service fees (1)(2) |
2,925 | 3,934 | 0.6 | 2,895 | 0.5 | 2,862 | 0.7 | |||||||||||||||||||||
Revenue |
493,916 |
664,120 |
100.0 |
555,198 |
100.0 |
434,723 |
100.0 |
|||||||||||||||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
• | Singapore—Our headquarters in Singapore was opened in 1995 upon our founding as Teledirect Pte Ltd. Our Singapore office services large multinational corporations which have their regional headquarters in Singapore, and certain Singapore government agencies. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Singapore office. |
• | Malaysia—We opened our Kuala Lumpur office in 2001. Our Kuala Lumpur office services Southeast Asian and North Asian customers in a variety of regional languages. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Malaysia office. |
• | Hong Kong—We opened our Hong Kong office in 2002. On October 13, 2022, we completed the acquisition of our Hong Kong associated company, Teledirect Hong Kong Limited (subsequently renamed TDCX (HK) Limited), which became a wholly-owned subsidiary of TDCX Inc. The office manages a mixture of omnichannel customer support programs currently serving Hong Kong, while intending to take full advantage of its standing within the Greater Bay Area of China. |
• | Thailand—We opened our Bangkok office in 2005. Our Bangkok office serves as our hub in the Indochina region and we support our clients’ operations that require native speakers from emerging markets such as Vietnam, Cambodia and Laos, in addition to Thailand. We provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Thailand office. |
• | The Philippines—We opened our Manila office in 2014 and our Cebu office in 2019. We opened a new office in Iloilo City in September 2022. Our offices in Manila, Cebu and Iloilo City leverage a talented employee pool of proficient English speakers to service Global English end-markets, including North America, United Kingdom, Ireland, Australia and New Zealand. We provide omnichannel CX solutions and sales and digital marketing services from our offices in the Philippines. |
• | China—We opened our Beijing office in 2017 and our Shanghai office in 2020. Our offices in Beijing and Shanghai primarily supports Mandarin-language campaigns for international clients with operations in China. We provide omnichannel CX solutions and sales and digital marketing services from our China offices. |
• | Spain—We opened our office in Barcelona in 2018. This was our first office outside of Asia and the first in Europe. Our office in Barcelona will act as our hub for expansion in Europe. We provide sales and digital marketing services from our Spain office. |
• | Japan—We opened our Yokohama office in 2019. The office primarily supports Japanese-language campaigns. We provide omnichannel CX solutions and sales and digital marketing services from our Japan office. |
• | India—We opened our office in Hyderabad in 2020. The Hyderabad office serves as our hub for expansion in India and service Global English end-markets. We also expect that our Hyderabad office will be able to serve as a digital hub that will allow us to grow our technology capabilities throughout our Company. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our India office. |
• | Colombia—We opened our office in Bogotá, D.C. in 2020. We entered into our first MSA to provide services from our Bogota office in July 2021. This is our first office in Latin America and will act as our hub for expansion in Latin America, as well as into North America, as requested by our clients. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Colombia office. |
• | South Korea—We opened our office in Seoul in 2021. This office will help us expand our capability for services to global clients as well as new economy clients. We provide omnichannel CX solutions and sales and digital marketing services from our South Korea office. |
• | Romania—We opened our first Eastern European office in Bucharest in 2021. This office will serve as a complementary offering to our already established European office in Barcelona to provide our clients with alternative and complementary lower cost options for less complex or non-native language campaigns. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Romania office. |
• | Türkiye—We opened our office in Istanbul in 2022. This office aims to strengthen TDCX’s network and our capability to offer Turkish and Arabic in addition to European languages such as German. We will also be able to serve the European and Middle Eastern markets more effectively. |
• | Vietnam—We opened our office in Ho Chi Minh City in 2022. Our Vietnam office primarily supports Vietnamese language campaigns for international clients with operations in Vietnam. We intend to provide omnichannel CX solutions, sales and digital marketing services and content, trust and safety services from our Vietnam office. |
• | Brazil—We opened our office in São Paolo in 2023. This office will serve as a complementary offering to our already established Latin American office in Bogotá, D.C. to provide our strategic clients with the ability to leverage their partnership with TDCX in covering the Brazilian market. We intend to provide omnichannel CX solutions, sales and digital marketing services, and content, trust, and safety services from our Brazilian office. |
• | Indonesia—We opened our office in Jakarta in 2023. This office aims to strengthen TDCX’s network and our capability to support our client’s operations that require scaled operations onshore. We intend to provide omnichannel CX solutions and sales and digital marketing services from our Indonesia office. |
• | Teamwork – Together, we make anything possible; |
• | Innovation – Embrace new ideas and innovate; |
• | Courage – Don’t be afraid to take risks; |
• | Initiative – Be the first to take charge; and |
• | Trust – You only have one reputation. |
As of December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Singapore |
1,478 | 1,454 | 1,278 | |||||||||
The Philippines |
6,783 | 5,750 | 4,692 | |||||||||
Malaysia |
5,826 | 4,201 | 3,102 | |||||||||
Thailand (1) |
2,122 | 2,363 | 1,633 | |||||||||
China |
343 | 390 | 284 | |||||||||
Japan |
492 | 359 | 295 | |||||||||
Others (2) |
839 | 189 | 67 | |||||||||
Total |
17,883 |
14,706 |
11,351 |
|||||||||
(1) | Data as of December 31, 2021 included 289 employees deployed under our human resource and administration services. |
(2) | Comprises Hong Kong, Spain, India, Colombia, South Korea, Romania, Australia, Taiwan, Türkiye, Vietnam and Brazil. |
• | The Enterprise Award for 2021/2022 – Awarded by The Business Times, a business daily published by SPH Media Limited and DHL, the global market leader of the international express and logistics industry, to TDCX Singapore; |
• | Recognized as a Leader in the 2022 Information Services Group (ISG) Provider Lens TM Contact Center – Customer Experience Services report for Singapore and Malaysia; |
• | Clutch 2022 B2B Leaders in the categories of India’s Top Performing Business Services Companies and Operations Consulting – Awarded by Clutch to TDCX Singapore; |
• | 2022 Great Place To Work TM Certification – Awarded by Great Place to Work Institute to TDCX Singapore, Colombia, Spain, India, Korea, China, Malaysia, Philippines and Thailand; |
• | Employer of the Year (Gold) – Awarded by HR Excellence Awards to TDCX Singapore; |
• | Cxp Best Customer Experience Award – Awarded by CXP Best Customer Experience Awards to TDCX Malaysia in 2021; |
• | Best Companies to Work for in Asia – Awarded by HR Asia to TDCX Malaysia, China, Thailand and Philippines in 2021; |
• | 2021 Singapore Top 15 Best Workplaces – Ranked #15 – Awarded by Great Place to Work Awards to TDCX Singapore in 2021; |
• | Excellence in HR Innovation – Gold – Awarded by HR Excellence Awards 2021 to TDCX Malaysia and Thailand in 2021; |
• | Best Use of Technology for Recruiting – Awarded by World HRD Congress to TDCX Philippines in 2021; |
• | Innovative Achievement in Growth – Silver Stevie Award. Awarded by Asia-Pacific Stevie Awards to TDCX Philippines in 2021; |
• | Best Outsourced Contact Centre of The Year (Above 100 Seats) – Gold Award—Awarded by 20 th Contact Centre Association of Singapore International Contact Centre Awards to our Singapore office in 2020; |
• | Best Employer Branding – Silver Award—Awarded in the 15 th Employer Branding Awards by Asia Recruitment Award to our Malaysia office in 2020; |
• | Most Attractive Graduate Employers to Work for in 2021 (Ranked Third in the BPO Category)—Awarded by Graduates’ Choice Award to our Malaysia office in 2020; and |
• | Great Place to Learn Certification—Awarded by Great Place to Work Institute & SkillsFuture Singapore to our Singapore office in 2020. |
Category |
ESG Topics |
GRI Standards | ||
Economic and Governance |
Economic performance | GRI 201: Economic Performance 2016 | ||
Business ethics, integrity and transparency | GRI 205: Anti-corruption 2016 | |||
Social |
Employment practices | GRI 401: Employment 2016 | ||
Training and development | GRI 404: Training and Education 2016 | |||
Diversity and inclusion | GRI 405: Diversity and Equal Opportunity 2016 | |||
Data Privacy | GRI 418: Customer Privacy 2018 | |||
Environmental |
Energy management | GRI 302: Energy 2016 | ||
Climate change and emissions | GRI 305: Emissions 2016 |
(i) | a natural person not holding Thai nationality; |
(ii) | a juristic person not registered in Thailand; |
(iii) | a juristic person registered in Thailand and having the following characteristics: |
(a) | a juristic person at least one-half (50%) of whose share capital is held by persons under paragraph (i) or (ii), or a juristic person at least one-half (50%) of whose total capital is invested by persons under paragraph (i) or (ii); or |
(b) | a limited partnership or a registered ordinary partnership whose managing partner or manager is a person under paragraph (i); or |
(iv) | a juristic person registered in Thailand at least one-half (50%) of whose share capital is held by persons under paragraph (i), (ii) or (iii), or a juristic person at least one-half (50%) of whose total amount of capital is invested by persons under paragraph (i), (ii) or (iii). |
C. |
Organizational Structure. |
(1) | Effective ownership (voting powers). |
(2) | Dormant entity. |
D. |
Property, plants and equipment. |
Item 4A. |
UNRESOLVED STAFF COMMENTS |
Item 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
A. |
Operating results. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue by Service |
||||||||||||||||||||||||||||
Omnichannel CX solutions (1) |
285,724 | 384,184 | 57.8 | 334,047 | 60.2 | 273,174 | 62.8 | |||||||||||||||||||||
Sales and digital marketing |
123,833 | 166,506 | 25.1 | 114,718 | 20.7 | 66,235 | 15.2 | |||||||||||||||||||||
Content, trust and safety (1) |
81,434 | 109,496 | 16.5 | 103,538 | 18.6 | 92,452 | 21.3 | |||||||||||||||||||||
Other service fees (1)(2) |
2,925 | 3,934 | 0.6 | 2,895 | 0.5 | 2,862 | 0.7 | |||||||||||||||||||||
Revenue |
493,916 |
664,120 |
100.0 |
555,198 |
100.0 |
434,723 |
100.0 |
|||||||||||||||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
% of Revenue |
S$ |
% of Revenue |
S$ |
% of Revenue |
||||||||||||||||||||||
( in thousands, except percentages) |
||||||||||||||||||||||||||||
Geography ( 1) |
||||||||||||||||||||||||||||
Singapore (2) |
106,453 | 143,137 | 21.6 | 143,989 | 25.9 | 121,062 | 27.9 | |||||||||||||||||||||
The Philippines (3) |
122,716 | 165,004 | 24.8 | 144,313 | 26.0 | 109,268 | 25.1 | |||||||||||||||||||||
Malaysia (2) |
149,655 | 201,226 | 30.3 | 145,184 | 26.1 | 112,976 | 26.0 | |||||||||||||||||||||
Thailand (2) |
66,628 | 89,588 | 13.5 | 71,574 | 12.9 | 54,185 | 12.5 | |||||||||||||||||||||
Japan |
20,095 | 27,020 | 4.1 | 30,838 | 5.6 | 22,759 | 5.2 | |||||||||||||||||||||
China |
12,530 | 16,848 | 2.5 | 11,671 | 2.1 | 11,500 | 2.6 | |||||||||||||||||||||
Others (4) |
15,839 | 21,297 | 3.2 | 7,629 | 1.4 | 2,973 | 0.7 | |||||||||||||||||||||
Total |
493,916 |
664,120 |
100.0 |
% |
555,198 |
100.0 |
434,723 |
100.0 |
||||||||||||||||||||
(1) | For a description of the services provided in each of our offices in the above table, see “Item 4. Information on the Company—B. Business overview—Our Offices.” |
(2) | The offices in Singapore, Malaysia and Thailand primarily provide support to Southeast Asian and North Asian customers in a variety of regional languages, including Mandarin Chinese speakers in the region, which we refer to as our “Southeast Asia” end-market. |
(3) | The offices in the Philippines primarily provide English language support to customers mainly in North America, the United Kingdom, Ireland, Australia and New Zealand, which we refer to as our “Global English” end-market. |
(4) | Comprises revenue from Australia, Colombia, Hong Kong, India, Romania, Spain, South Korea, Taiwan, Türkiye and Vietnam. |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
Revenue |
664,120 | 555,198 | 434,723 | |||||||||
Employee benefits expense |
(436,350 | ) | (339,683 | ) | (257,985 | ) | ||||||
Depreciation expense |
(39,731 | ) | (39,853 | ) | (33,065 | ) | ||||||
Rental and maintenance expense |
(9,980 | ) | (9,832 | ) | (10,603 | ) | ||||||
Recruitment expense |
(14,201 | ) | (10,884 | ) | (8,005 | ) | ||||||
Transport and travelling expense |
(1,637 | ) | (1,461 | ) | (1,504 | ) | ||||||
Telecommunication and technology expense |
(11,822 | ) | (8,826 | ) | (6,305 | ) | ||||||
Interest expense |
(1,936 | ) | (8,414 | ) | (3,058 | ) | ||||||
Other operating expense (1) |
(14,699 | ) | (11,126 | ) | (15,836 | ) | ||||||
Gain on disposal of a subsidiary |
— | — | 731 | |||||||||
Share of profit from an associate |
139 | 101 | 196 | |||||||||
Interest income |
3,348 | 544 | 594 | |||||||||
Other operating income (1) |
4,736 | 6,315 | 7,514 | |||||||||
Profit before income tax |
141,987 | 132,079 | 107,397 | |||||||||
Income tax expenses |
(37,049 | ) | (28,237 | ) | (21,303 | ) | ||||||
Profit for the year |
104,938 |
103,842 |
86,094 |
|||||||||
Other comprehensive income (loss) (2) |
(13,508 | ) | (6,224 | ) | 536 | |||||||
Total comprehensive income for the period/year |
91,430 |
97,618 |
86,630 |
|||||||||
Basic earnings per share (in S$) |
0.72 |
0.81 |
(3) |
0.70 |
||||||||
Diluted earnings per share (in S$) |
0.72 |
0.81 |
(3) |
0.70 |
||||||||
(1) | In the unaudited condensed interim consolidated financial statements contained in our Form 6-K dated March 7, 2023, net foreign exchange gains for the first three quarters in 2022 were reported under the “other operating income” line item while net foreign exchange losses for the fourth quarter in 2022 were reported under the “other operating expenses” line item, which resulted in other operating income and other operating expenses of S$12,471,000 and S$22,434,000, respectively, for the year ended December 31, 2022. In the audited consolidated financial statements included in this annual report on Form 20-F, both foreign exchange gains and foreign exchange losses were reported on a net basis for the full year under the “other operating expenses” line item. |
(2) | Other comprehensive income (loss) includes remeasurement of retirement benefit obligation and exchange differences on translation of foreign operations. |
(3) | On October 1, 2021, we completed our initial public offering of 19,358,957 ADSs, each representing one Class A ordinary share of TDCX, and, on October 12, 2021, the underwriters exercised their overallotment option in respect of 2,903,843 ADSs pursuant to the option granted to the underwriters to purchase additional ADSs. On August 26, 2021, we adopted the PSP, which allows us to offer Class A ordinary shares or ADSs to our employees, officers, executive directors and consultants. On November 1, 2021, we issued awards to the first batch of participants of the PSP. We started recognizing the related equity-settled share-based payment expenses in the fourth quarter of 2021. Our earnings per share for the full year ended December 31, 2021 includes the equity-settled share-based payment expenses under the PSP. As of December 31, 2021, none of the awards have vested. |
• | Our revenue from providing omnichannel CX solutions increased by 15.0% to S$384.2 million (US$285.7 million) for the year ended December 31, 2022 from S$334.0 million for the year ended December 31, 2021 primarily due to higher business volumes driven by the expansion of existing campaigns by clients in the fintech, travel and hospitality, and technology verticals, partially offset by a decrease in demand from existing clients in the digital advertising and media vertical. |
• | Our revenue from providing sales and digital marketing services increased by 45.1% to S$166.5 million (US$123.8 million) for the year ended December 31, 2022 from S$114.7 million for the year ended December 31, 2021 primarily due to revenue generated from the expansion of campaigns for our key digital advertising and media clients and additional contributions from new clients in 2022 continuing to scale up. |
• | Our revenue from providing content, trust and safety services increased by 5.8% to S$109.5 million (US$81.4 million) for the year ended December 31, 2022 from S$103.5 million in the year ended December 31, 2021 primarily due to higher business volumes from existing clients. |
• | Our revenue from our other service fees increased by 35.9% to S$3.9 million (US$2.9 million) for the year ended December 31, 2022 from S$2.9 million for the year ended December 31, 2021 primarily due to higher contribution from existing clients. |
For the Full Year ended December 31, |
||||||||||||
2022 |
2021 |
|||||||||||
US$’000 |
S$’000 |
S$’000 |
||||||||||
Revenue by service |
||||||||||||
Omnichannel CX solutions ( 1) |
285,724 | 384,184 | 334,047 | |||||||||
Sales and digital marketing |
123,833 | 166,506 | 114,718 | |||||||||
Content, trust and safety ( 1) |
81,434 | 109,496 | 103,538 | |||||||||
Other service fees ( 1)(2) |
2,925 | 3,934 | 2,895 | |||||||||
Total revenue |
493,916 |
664,120 |
555,198 |
|||||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See “Item 4. Information on the Company—B. Business overview—Our Services and Solutions” and Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
• | Our revenue from providing omnichannel CX solutions increased by 22.3% to S$334.0 million for the year ended December 31, 2021 from S$273.2 million for the year ended December 31, 2020 primarily due to higher revenue from a key client in our digital advertising and media vertical arising from the expansion of its existing campaigns, and a sharp growth in business volumes from a fintech client. During the same period, these gains were partially offset by lower revenue from clients in the travel and hospitality sector due to continuous uncertainties in the travel industry caused by the widespread outbreak of COVID-19 variants throughout the year. |
• | Our revenue from providing sales and digital marketing services increased by 73.2% to S$114.7 million for the year ended December 31, 2021 from S$66.2 million for the year ended December 31, 2020 primarily due to revenue generated from the expansion of campaigns for our key clients in our digital advertising and media vertical. |
• | Our revenue from providing content, trust and safety services increased by 12.0% to S$103.5 million for the year ended December 31, 2021 from S$92.5 million in the year ended December 31, 2020 primarily due to higher regional multilingual headcount required by a client in our digital advertising and media vertical. |
• | The increase in our revenues from our other service fees by 1.2% to S$2.9 million for the year ended December 31, 2021 from S$2.9 million for the year ended December 31, 2020 was not material. |
For the Full Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
S$’000 |
||||||||
Revenue by service |
||||||||
Omnichannel CX solutions |
334,047 | 273,174 | ||||||
Sales and digital marketing |
114,718 | 66,235 | ||||||
Content, trust and safety (1) |
103,538 | 92,452 | ||||||
Other service fees (2) |
2,895 | 2,862 | ||||||
Total revenue |
555,198 |
434,723 |
||||||
(1) | In the second quarter of 2022, we renamed our “content monitoring and moderation” services as “content, trust and safety” services and reclassified certain of our revenues from our omnichannel CX solution services and our other service fees under content, trust and safety services. Accordingly, we reclassified our segment revenues for all periods presented herein on a comparable basis except where otherwise noted. See Note 35 to our audited consolidated financial statements included elsewhere in this annual report. |
(2) | Revenues from other service fees comprise revenue from other business process services and revenue from other services. |
Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Revenue (S$ thousands) |
664,120 | 555,198 | 434,723 | |||||||||
Profit for the year (S$ thousands) |
104,938 | 103,842 | 86,094 | |||||||||
EBITDA (S$ thousands) (1) |
180,306 | 179,802 | 142,926 | |||||||||
Adjusted EBITDA (S$ thousands) (1) |
199,771 | 185,006 | 142,926 | |||||||||
Net profit margin (%) |
15.8 | 18.7 | 19.8 | |||||||||
EBITDA margin (%) (1) |
27.1 | 32.4 | 32.9 | |||||||||
Adjusted EBITDA margin (%) (1) |
30.1 | 33.3 | 32.9 | |||||||||
Number of clients (2) |
84 | 52 | 38 | |||||||||
Debt (bank loans) (S$ thousands) |
— | 16,810 | 40,306 |
(1) | “EBITDA” represents profit for the year before interest expense, interest income, income tax expense and depreciation expense. “EBITDA margin” represents EBITDA as a percentage of revenue. “Adjusted EBITDA” represents profit for the year before interest expense, interest income, income tax expense, depreciation expense and equity-settled share-based payment expense incurred in connection with our Performance Share Plan. “Adjusted EBITDA margin” represents Adjusted EBITDA as a percentage of revenue. EBITDA, EBITDA margins, Adjusted EBITDA or Adjusted EBITDA margins are supplemental non-IFRS financial measures and should not be considered in isolation or as a substitute for financial results reported under IFRS. See “—Non-IFRS Financial Measurements” for information regarding the limitations of using such non-IFRS financial measures. |
(2) | As of the end of the year or period. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||||||
US$ |
S$ |
Margin (%) |
S$ |
Margin (%) |
S$ |
Margin (%) |
||||||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenue |
493,916 |
664,120 |
— |
555,198 |
— |
434,723 |
— |
|||||||||||||||||||||
Profit for the year and net profit margin |
78,044 |
104,938 |
15.8 |
103,842 |
18.7 |
86,094 |
19.8 |
|||||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||||||
Depreciation expense |
29,549 | 39,731 | 6.0 | 39,853 | 7.2 | 33,065 | 7.6 | |||||||||||||||||||||
Income tax expenses |
27,554 | 37,049 | 5.6 | 28,237 | 5.1 | 21,303 | 4.9 | |||||||||||||||||||||
Interest expense |
1,440 | 1,936 | 0.3 | 8,414 | 1.5 | 3,058 | 0.7 | |||||||||||||||||||||
Interest income |
(2,490 | ) | (3,348 | ) | (0.5 | ) | (544 | ) | (0.1 | ) | (594 | ) | (0.1 | ) | ||||||||||||||
EBITDA |
134,097 |
180,306 |
27.1 |
179,802 |
32.4 |
142,926 |
32.9 |
|||||||||||||||||||||
Adjustment: |
||||||||||||||||||||||||||||
Equity-settled share-based payment expense |
14,476 | 19,465 | 2.9 | 5,204 | 0.9 | — | — | |||||||||||||||||||||
Adjusted EBITDA |
148,573 |
199,771 |
30.1 |
185,006 |
33.3 |
142,926 |
32.9 |
|||||||||||||||||||||
B. |
Liquidity and Capital Resources. |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
Net cash from operating activities (1) |
164,551 | 103,825 | 130,484 | |||||||||
Net cash used in investing activities (1) |
(29,669 | ) | (44,139 | ) | (23,682 | ) | ||||||
Net cash used in financing activities |
(50,451 | ) | 199,644 | (83,274 | ) | |||||||
Net increase in cash and cash equivalents |
84,431 | 259,330 | 23,528 | |||||||||
Effect of exchange rate changes on balance of cash held in foreign currencies |
(8,478 | ) | (5,990 | ) | 359 | |||||||
Cash and cash equivalents at the beginning of the period/year |
313,147 | 59,807 | 35,920 | |||||||||
Cash and cash equivalents at the end of the period/year |
389,100 |
313,147 |
59,807 |
|||||||||
(1) | In the unaudited condensed interim consolidated financial statements contained in our Form 6-K dated March 7, 2023, net cash from operating activities was S$165,352,000 while net cash used in investing activities was S$30,469,000, each for the year ended December 31, 2022. In the audited consolidated financial statements included in this annual report on Form 20-F, S$800,000 was reclassified from the “net cash used in investing activities” line item to the “net cash from operating activities” line item. |
C. |
Research and development, patents and licenses, etc. |
D. |
Trend information. |
E. |
Critical Accounting Estimates. |
2022 |
2021 |
|||||||
Expected volatility |
34.8% | 29.0% | ||||||
Expected term |
0.54 to 2.54 years | 0.45 to 3.45 years | ||||||
Risk free rate |
4.0% - 4.3% | 0.1% - 0.9% | ||||||
Expected dividend yield |
Nil | Nil |
Item 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and senior management. |
Directors and Executive Officers |
Age |
Position/Title | ||||
Directors: |
||||||
Laurent Junique |
57 | Executive Chairman and Chief Executive Officer (CEO) | ||||
Chin Tze Neng |
55 | Chief Financial Officer (CFO) and Executive Director | ||||
Edward Goh Kok Hwee |
46 | Executive Vice President (EVP) Corporate Development and Executive Director | ||||
Koh Chia Ling |
51 | Independent Non-Executive Director | ||||
Tan Yee Peng |
49 | Independent Non-Executive Director | ||||
Executive Officers ( 1) : |
||||||
Tay Hui Kiang (Angie) |
47 | Group Chief Operating Officer (COO) and Executive Vice President (EVP) Singapore, Thailand, China, Korea and Taiwan | ||||
Byron Joseph Fernandez |
46 | Group Chief Information Officer (CIO) and Executive Vice President (EVP) | ||||
Ricart Valvekens |
42 | Group Chief Client Solutions Officer (CCSO) and Executive Vice President (EVP) Americas | ||||
Lim Chee Gay |
53 | Group Chief Human Resources Officer (CHRO) | ||||
Sophie Jane Chelmick |
47 | Executive Vice President (EVP) TDCX Europe | ||||
Andrew Thomas Cranshaw (Andy) |
61 | Senior Vice President (SVP) Learning and Development | ||||
Pan Sin Michael Shane Yat Thow |
42 | Senior Vice President (SVP) Digital Innovation |
(1) | Other than directors who are also executive officers. |
B. |
Compensation. |
Name |
Class A Ordinary Shares (Represented by ADSs) Awarded |
Exercise Price (US$/Share) |
Date of Grant of Award |
Date of Expiration |
||||||||||||
Chin Tze Neng |
* | — | November 1, 2021 | N/A | ||||||||||||
Edward Goh Kok Hwee |
* | — | November 1, 2021 | N/A | ||||||||||||
Tay Hui Kiang (Angie) |
* | — | November 1, 2021 | N/A | ||||||||||||
Byron Joseph Fernandez |
* | — | November 1, 2021 | N/A | ||||||||||||
Ricart Valvekens |
* | — | November 1, 2021 | N/A | ||||||||||||
Lim Chee Gay |
* | — | November 1, 2021 | N/A | ||||||||||||
Sophie Jane Chelmick |
* | — | November 1, 2021 | N/A | ||||||||||||
Andrew Thomas Cranshaw (Andy) |
* | — | November 1, 2021 | N/A | ||||||||||||
Meera Karmakar |
* | — | November 1, 2021 | N/A | ||||||||||||
Pan Sin Michael Shane Yat Thow |
* | — | November 1, 2021 | N/A | ||||||||||||
Binjamin Sun |
* | — | November 1, 2021 | N/A | ||||||||||||
Wong Ping Soon |
* | — | November 1, 2021 | N/A | ||||||||||||
Shetal Doshi |
* | — | November 1, 2021 | N/A | ||||||||||||
Antonio Bruno (1) |
* | — | November 1, 2021 | N/A | ||||||||||||
Ong Liling, Joyce Valarie |
* | — | October 24, 2022 | N/A | ||||||||||||
All directors, executive officers and certain employees as a group |
1,396,055 | — | — | — |
* | Each of these directors, executive officers and certain employees beneficially owns less than 1% of our total outstanding shares as of March 31, 2023. |
(1) | Mr. Bruno ceased to be EVP Business Strategy as of August 1, 2022. |
C. |
Board Practices. |
• | recommending the appointment of the independent auditor to the general meeting of shareholders; |
• | the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; |
• | pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; |
• | evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; |
• | reviewing and discussing with the Board and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports; |
• | reviewing our compliance with laws and regulations, including any initiatives or major litigation or investigations against us that may have a material impact on our financial statements, and assessing our risk management, compliance procedures; |
• | reviewing the activities and organization structure of the internal audit function and advising on the selection and removal of the internal audit head; and |
• | approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy, as adopted by our board of directors. |
• | identifying, reviewing and proposing policies relevant to executive officer compensation; |
• | analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the executive officers; |
• | evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s compensation based on such evaluation; |
• | determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy and reviewing our executive officer compensation and benefits policies generally; and |
• | reviewing and assessing risks arising from our compensation policies and practices. |
• | identifying individuals qualified to become members of our board of directors and ensuring these individuals have the requisite expertise; |
• | reviewing and evaluating the composition, function and duties of our board of directors; |
• | recommending nominees for selection to our board of directors and its corresponding committees; |
• | making recommendations to the board as to determinations of board member independence; |
• | leading our board of directors in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively; |
• | overseeing and recommending for adoption by the general meeting of shareholders the compensation for our board of directors; and |
• | developing and recommending to the board our rules governing the board, reviewing and assessing the adequacy of such rules governing the board and recommending any proposed changes to the board. |
D. |
Employees |
As of December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Singapore |
1,478 | 1,454 | 1,278 | |||||||||
The Philippines |
6,783 | 5,750 | 4,692 | |||||||||
Malaysia |
5,826 | 4,201 | 3,102 | |||||||||
Thailand (1) |
2,122 | 2,363 | 1,633 | |||||||||
China |
343 | 390 | 284 | |||||||||
Japan |
492 | 359 | 295 | |||||||||
Others (2) |
839 | 189 | 67 | |||||||||
Total |
17,883 |
14,706 |
11,351 |
|||||||||
(1) | Data as of December 31, 2021 included 289 employees deployed under our human resource and administration services. |
(2) | Includes Hong Kong, Spain, India, Colombia, South Korea, Romania, Australia, Taiwan, Türkiye, Vietnam and Brazil. |
E. |
Share Ownership. |
• | each of our directors, executive officers and certain employees; and |
• | each person known to us to beneficially own 5.0% or more of our Class A ordinary shares or Class B ordinary shares. |
Ordinary Shares Beneficially Owned as of March 31, 2023 |
||||||||||||||||
Class A Ordinary Shares |
Class B Ordinary Shares |
% of Total Ordinary Shares† |
% of Aggregate Voting Power†† |
|||||||||||||
Directors, Executive Officers and Certain Employees: (1) |
||||||||||||||||
Laurent Junique (2) |
559,625 | 123,500,000 | 85.6 | 98.3 | ||||||||||||
Chin Tze Neng |
* | — | * | * | ||||||||||||
Edward Goh Kok Hwee |
* | — | * | * | ||||||||||||
Koh Chia Ling |
— | — | — | — | ||||||||||||
Tan Yee Peng |
— | — | — | — | ||||||||||||
Tay Hui Kiang (Angie) |
* | — | * | * | ||||||||||||
Byron Joseph Fernandez |
* | — | * | * | ||||||||||||
Ricart Valvekens |
* | — | * | * | ||||||||||||
Lim Chee Gay |
* | — | * | * | ||||||||||||
Sophie Jane Chelmick |
* | — | * | * | ||||||||||||
Andrew Thomas Cranshaw (Andy) |
* | — | * | * | ||||||||||||
Meera Karmakar |
* | — | * | * | ||||||||||||
Pan Sin Michael Shane Yat Thow |
* | — | * | * | ||||||||||||
Binjamin Sun |
* | — | * | * | ||||||||||||
Wong Ping Soon |
* | — | * | * | ||||||||||||
Shetal Doshi |
* | — | * | * | ||||||||||||
Ong Liling, Joyce Valarie |
* | — | * | * | ||||||||||||
Michael Thomas Cowell |
* | — | * | * | ||||||||||||
Antonio Bruno (3) |
* | — | * | * | ||||||||||||
All of our directors, executive officers and certain employees as a group |
899,517 | 123,500,000 | 85.8 | 98.4 | ||||||||||||
Principal: |
||||||||||||||||
Transformative Investments Pte Ltd (2) |
— | 123,500,000 | 85.2 | 98.3 | ||||||||||||
Goldman Sachs Asset Management (4) |
2,087,213 | — | 1.4 | 0.2 | ||||||||||||
Morgan Stanley Entities (5) |
1,601,065 | — | 1.1 | 0.1 | ||||||||||||
Indus Capital Partners, LLC (6) |
1,611,404 | — | 1.1 | 0.1 | ||||||||||||
Capital World Investors (7) |
1,781,024 | — | 1.2 | 0.1 | ||||||||||||
Pendal Group Entities (8) |
1,306,500 | — | 0.9 | 0.1 | ||||||||||||
Tree Line Advisors (Hong Kong) Ltd. (9) |
1,540,000 | — | 1.1 | 0.1 | ||||||||||||
Ward Ferry Management (BVI) Ltd (10) |
2,981,435 | — | 2.1 | 0.2 |
* | Less than 1% of our total outstanding shares on an as converted basis. |
† | For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2023, by the sum of Class A and Class B ordinary shares, and the number of Class A ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2023. |
†† | For each person and group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares beneficially owned by such person or group with respect to all of our outstanding Class A and Class B ordinary shares as one single class. Holders of Class A ordinary shares are entitled to one vote per share and holders of Class B ordinary shares are entitled to ten votes per share. |
(1) | Except as otherwise indicated below, the business address of our directors and executive officers is 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee, Singapore 469004. |
(2) | Represents (i) 166,000 Class A ordinary shares directly held by Mr. Junique’s spouse, (ii) 393,625 Class A ordinary shares of the Issuer directly held by Mr. Junique and his spouse and (iii) 123,500,000 Class A ordinary shares issuable upon conversion of the Class B ordinary shares directly held by Transformative Investments Pte Ltd. The entire interest of Transformative Investments Pte Ltd is held by a trust that was established for the benefit of Mr. Junique and his family. The registered office of Transformative Investments Pte Ltd is at the Offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(3) | As Mr. Bruno ceased to be EVP Business Strategy as of August 1, 2022, beneficial ownership information for Mr. Bruno is provided based on our internal records as at of August 1, 2022. |
(4) | Information is based on a Schedule 13G/A filed with the SEC on February 8, 2023 by Goldman Sachs Asset Management, L.P., together with GS Investments Strategies, LLC, “Goldman Sachs Asset Management.” Goldman Sachs Asset Management reported shared voting power over 1,988,675 ADSs, each representing one Class A ordinary share, and shared dispositive power over 2,087,213 ADSs. The address of Goldman Sachs Asset Management is 200 West Street, New York, NY 10282. |
(5) | Information is based on a Schedule 13G/A jointly filed with the SEC on February 10, 2023 by Morgan Stanley and Morgan Stanley Investment Management Company, or Morgan Stanley Entities. Morgan Stanley reported shared voting power over 1,600,658 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,601,065 ADSs. Morgan Stanley Investment Management Company reported shared voting power over 1,600,658 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,600,658 ADSs. Morgan Stanley is the parent holding company of Morgan Stanley Investment Management Company and the shares beneficially owned by Morgan Stanley may be deemed to be beneficially owned by Morgan Stanley Investment Management Company, a wholly-owned subsidiary of Morgan Stanley. The address of Morgan Stanley is 1585 Broadway New York, NY 10036. The address of Morgan Stanley Investment Management Company is #16-01 Capital Square 23 Church Street, Singapore. |
(6) | Information is based on a Schedule 13G/A jointly filed with the SEC on February 14, 2023 by Indus Capital Partners, LLC, Indus Select Master Fund, Ltd., James Shannon and Byron Gill. Indus Capital Partners, LLC reported shared voting power over 1,611,404 ADSs, each representing one Class A ordinary share, and shared dispositive power over 1,611,404 ADSs. All of the ADSs are directly owned by advisory clients of Indus Capital Partners, LLC. None of those advisory clients, other than Indus Select Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Class A ordinary shares. James Shannon and Byron Gill are control persons of Indus Capital Partners, LLC and they may be deemed to have beneficial interests in the shares beneficially owned by Indus Capital Partners, LLC. The address of Indus Capital Partners, LLC is 888 Seventh Avenue, 26th Floor, New York, New York 10019, United States of America. |
(7) | Information is based on a Schedule 13G filed with the SEC on February 13, 2023 by Capital World Investors. Capital World Investors reported sole voting power over 1,781,024 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,781,024 ADSs. Capital World Investors, or CWI, is a division of Capital Research and Management Company, or CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.” The address of Capital World Investors is 333 South Hope Street, 55 th Floor, Los Angeles, California 90071. |
(8) | Information is based on a Schedule 13G jointly filed with the SEC on February 15, 2023 by Pendal Group Limited (The Parent Company), JOHCM (Singapore) Pte Limited (A Controlled Undertaking of The Parent Company) and Pendal Institutional Limited (A Controlled Undertaking of The Parent Company). Pendal Group Limited reported sole voting power over 1,306,500 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,306,500 ADSs. The address of Pendal Group Limited is Level 14, The Chifley Tower 2 Chifley Square, Sydney, 2000, NSW, Australia. |
(9) | Information is based on a Form 13F filed with the SEC on February 9, 2023 by Tree Line Advisors (Hong Kong) Ltd. Tree Line Advisors (Hong Kong) Ltd. reported sole voting power over 1,540,000 ADSs, each representing one Class A ordinary share, and sole dispositive power over 1,540,000 ADSs. The address of Tree Line Advisors (Hong Kong) Ltd. is Suite 1707, Two Exchange Square, Central, Hong Kong. |
(10) | Information is based on a Form 13F filed with the SEC on February 13, 2023 by Ward Ferry Management (BVI) Ltd. Ward Ferry Management (BVI) Ltd reported sole voting power over 2,981,435 ADSs, each representing one Class A ordinary share, and sole dispositive power over 2,981,435 ADSs. The address of Ward Ferry Management (BVI) Ltd is Suite 2608, Two Exchange Square, Central, Hong Kong. |
• | FMR LLC reported its percentage ownership of our ADSs, each representing one Class A ordinary share, to be 0.043% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 3 to a report on Schedule 13G filed with the SEC on February 9, 2023, 10.000% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Amendment No. 2 to Schedule 13G filed with the SEC on March 10, 2022, 9.999% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 1 to a report on Schedule 13G filed with the SEC on February 9, 2022 and 10.000% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Schedule 13G filed with the SEC on November 10, 2021. |
• | JPMorgan Chase & Co. reported its percentage ownership of our ADSs, each representing one Class A ordinary share, to be 2.2% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in Amendment No. 1 to a report on Schedule 13G filed with the SEC on September 8, 2022 and 5.4% (based on the then number of our Class A ordinary shares reported as outstanding at that time) in a report on Schedule 13G filed with the SEC on January 28, 2022. |
F. |
Disclosure of a registrant’s action to recover erroneously awarded compensation |
Item 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders. |
B. |
Related Party Transactions. |
C. |
Interests of experts and counsel. |
Item 8. |
FINANCIAL INFORMATION |
A. |
Consolidated Statements and Other Financial Information. |
• | our results of operations and cash flow; |
• | our expected financial performance and working capital needs; |
• | our future prospects; |
• | our capital expenditures and other investment plans; |
• | other investment and growth plans; |
• | dividend yields of comparable companies globally; |
• | restrictions on payment of dividend that may be imposed on us by our financing arrangements; and |
• | the general economic and business conditions and other factors deemed relevant by our board of directors and statutory restrictions on the payment of dividends. |
B. |
Significant Changes. |
Item 9. |
THE OFFER AND LISTING |
A. |
Offer and listing details. |
B. |
Plan of distribution. |
C. |
Markets. |
D. |
Selling shareholders. |
E. |
Dilution. |
F. |
Expenses of the issue. |
Item 10. |
ADDITIONAL INFORMATION |
A. |
Share capital. |
B. |
Memorandum and articles of association. |
• | an exempted company does not have to file an annual return disclosing its shareholders with the Registrar of Companies; |
• | an exempted company is not required to open its register of members for public inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); and |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands. |
• | The date that is 15 years from September 30, 2021; and |
• | Nine months after the death or permanent disability of Laurent Junique. |
• | the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | the instrument of transfer is lodged with us, accompanied by the certificate (if any) for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, dividend rates, conversion rights, voting rights; and |
• | the rights and terms of redemption and liquidation preferences, |
• | increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution prescribes; |
• | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
• | convert all or any of its paid-up shares into stock and reconvert the stock into paid up shares of any denomination; |
• | sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our memorandum of association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; and |
• | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled. |
• | the statutory provisions as to the required majority vote have been met; |
• | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
• | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act. |
• | a company acts or proposes to act illegally or ultra vires and is therefore incapable of ratification by the shareholders; |
• | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
• | those who control the Company are perpetrating a “fraud on the minority.” |
C. |
Material contracts. |
D. |
Exchange controls. |
E. |
Taxation. |
• | such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; |
• | such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; |
• | such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and |
• | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
F. |
Dividends and paying agents. |
G. |
Statement by experts. |
H. |
Documents on display. |
I. |
Subsidiary Information. |
J. |
Annual Report to Security Holders. |
Item 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
For the Year Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(S$ in thousands) |
||||||||||||
U.S. dollar |
4,291 | 3,813 | 2,815 |
Item 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. |
Debt Securities. |
B. |
Warrants and Rights. |
C. |
Other Securities. |
D. |
American Depositary Shares. |
• | a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs; |
• | a fee of US$0.05 or less per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the deposit agreement; |
• | an aggregate fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision); |
• | a fee for the reimbursement of such fees, charges, and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other cash distributions); |
• | a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those ADR holders entitled thereto; |
• | stock transfer or other taxes and other governmental charges; |
• | cable, telex, and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares, ADRs or deposited securities; |
• | transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and |
• | fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage, and/or execute any public and/or private sale of securities under the deposit agreement. |
Item 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
Item 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Item 15. |
CONTROLS AND PROCEDURES |
A. |
Disclosure Controls and Procedures. |
B. |
Management’s Annual Report on Internal Control over Financial Reporting. |
C. | Attestation Report of the Registered Public Accounting Firm. |
D. |
Changes in Internal Control over Financial Reporting. |
Item 16. |
Item 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
Item 16B. |
CODE OF ETHICS |
Item 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the Year Ended December 31, |
||||||||
2021 |
2022 |
|||||||
(S$, in thousands) |
||||||||
Audit fees (1) |
1,128 | 944 | ||||||
Total |
1,128 | 944 |
(1) | “Audit fees” mean the aggregate fees for the audit of our annual consolidated financial statements and annual statutory financial statements, reviews of interim financial statements, review of our registration statement and related consents. This category also included professional services rendered by our independent registered public accounting firm for statutory audits required by non-U.S. jurisdictions. For the year ended December 31, 2021, audit fees also included fees for professional services rendered in connection with our initial public offering in 2021. |
Item 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Item 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Period |
(a) Total Number of ADSs Purchased |
(b) Average Price Paid per ADS |
(c) Total Number of ADSs Purchased as Part of Publicly Announced Plans or Programs ( 1) |
(d) Maximum Number (or Approximate Dollar Value) of ADSs that May Yet Be Purchased Under the Plans or Programs ( 1) |
||||||||||||
March 14, 2022 to March 31, 2022 |
106,200 |
US$ |
12.52 per ADS |
106,200 |
US$ |
28.7 million |
||||||||||
April 1, 2022 to June 30, 2022 |
587,123 |
US$ |
9.37 per ADS |
587,123 |
US$ |
23.1 million |
||||||||||
July 1, 2022 to September 30, 2022 |
352,489 |
US$ |
8.51 per ADS |
352,489 |
US$ |
20.1 million |
||||||||||
October 1, 2022 to December 31, 2022 |
– |
– |
– |
US$ |
20.1 million |
(1) |
On March 14, 2022, the Company announced that the board of directors had approved a US$30 million share repurchase program. The share repurchase program commenced on March 14, 2022. The repurchase program has no expiration date and may be suspended, modified or discontinued at any time without prior notice. The Company expects to fund repurchases under this program with its existing cash balance. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and its insider trading policy. Our board of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size. All share repurchases are subject to and will be carried out, if at all, in accordance with applicable regulatory requirements. |
Item 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
Item 16G. |
CORPORATE GOVERNANCE |
Item 16H. |
MINE SAFETY DISCLOSURE |
Item 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Item 17. |
FINANCIAL STATEMENTS |
Item 18. |
FINANCIAL STATEMENTS |
Item 19. |
EXHIBITS |
Exhibit No. |
Description of Exhibit | |
1.1 |
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2.1 |
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2.2 |
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2.3 |
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2.4 * |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7# |
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4.8# |
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8.1 * |
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11.1 |
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12.1 * |
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12.2 * |
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13.1 ** |
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13.2 ** |
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15.1 * |
Exhibit No. |
Description of Exhibit | |
15.2 * |
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15.3 * |
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101.INS * |
XBRL Instance Document | |
101.SCH * |
XBRL Taxonomy Extension Schema Document | |
101.CAL * |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF * |
XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB * |
XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE * |
XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
** |
Furnished herewith. |
# |
Confidential portions of the exhibit have been omitted. |
TDCX Inc. | ||
By: |
/s/ Laurent Junique | |
Name: |
Laurent Junique | |
Title: |
Executive Chairman and Chief Executive Officer |
TDCX INC . A ND ITS SUBSIDIARIES (Registration No. 362018 ) CONSOLIDATED FINANCIAL STATEMENTS YEAR S ENDED DECEMBER 31, 2020, 2021 and 2022 |
PAGE | ||||
F-3 - F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-10 - F-55 |
/s/ |
Note |
December 31, 2022 |
December 31, 2022 |
December 31, 2021 |
|||||||||||||
US$’000 |
S$’000 |
S$’000 |
||||||||||||||
(Note 3) |
||||||||||||||||
ASSETS |
||||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
7 |
|||||||||||||||
Fixed and pledged deposits |
8 |
|||||||||||||||
Trade receivables |
9 |
|||||||||||||||
Contract assets |
10 |
|||||||||||||||
Other receivables |
11 |
|||||||||||||||
Financial assets measured at fair value through profit or loss |
12 |
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Income tax receivable |
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Total current assets |
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|
|
|
|
|
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Non-current assets |
||||||||||||||||
Pledged deposits |
8 |
|||||||||||||||
Other receivables |
11 |
|||||||||||||||
Plant and equipment |
13 |
|||||||||||||||
Right-of-use |
14 |
|||||||||||||||
Goodwill and intangible assets |
15 |
|||||||||||||||
Deferred tax assets |
21 |
|||||||||||||||
Investment in an associate |
|
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Total non-current assets |
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Total assets |
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LIABILITIES AND EQUITY |
||||||||||||||||
Current liabilities |
||||||||||||||||
Other payables |
16 |
|||||||||||||||
Bank loans |
17 |
|||||||||||||||
Lease liabilities |
18 |
|||||||||||||||
Provision for reinstatement cost |
19 |
|||||||||||||||
Income tax payable |
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|
|
|
|
|
|
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Total current liabilities |
||||||||||||||||
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|
|
|
|
|
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Non-current liabilities |
||||||||||||||||
Bank loans |
17 |
|||||||||||||||
Lease liabilities |
18 |
|||||||||||||||
Provision for reinstatement cost |
19 |
|||||||||||||||
Defined benefit obligation |
20 |
|||||||||||||||
Deferred tax liabilities |
21 |
|||||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Capital, reserves and non-controlling interests |
||||||||||||||||
Share capital |
22 |
|||||||||||||||
Reserves |
30 |
|||||||||||||||
Retained earnings |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Equity attributable to owners of the Group |
||||||||||||||||
Non-controlling interests |
( |
) | ( |
) | ||||||||||||
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|||||||||||
Total equity |
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|
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Total liabilities and equity |
||||||||||||||||
|
|
|
|
|
|
Note | 2022 | 2022 | 2021 | 2020 | ||||||||||||||||
US$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||
(Note 3) | ||||||||||||||||||||
Revenue |
2 4 |
|||||||||||||||||||
Employee benefits expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Depreciation expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Rental and maintenance expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Recruitment expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Transport and travelling expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Telecommunication and technology expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other operating expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Gain on disposal of a subsidiary |
— | — | — | |||||||||||||||||
Share of profit from an associate |
||||||||||||||||||||
Interest income |
||||||||||||||||||||
Other operating income |
2 6 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit before income tax |
||||||||||||||||||||
Income tax expenses |
2 7 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit for the year |
2 5 |
|||||||||||||||||||
Item that will not be reclassified to profit or loss: |
||||||||||||||||||||
Remeasurement of retirement benefit obligation |
( |
) | ||||||||||||||||||
Item that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||
Exchange differences on translation of foreign operations |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income for the year |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Profit attributable to : |
||||||||||||||||||||
- Owners of the Group |
||||||||||||||||||||
- Non-controlling interests |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income attributable to : |
||||||||||||||||||||
- Owners of the Group |
||||||||||||||||||||
- Non-controlling interests |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Basic earnings per share (in US$ or S$) |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Diluted earnings per share (in US$ or S$) |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average number of ordinary shares used in computing basic earnings per share |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average number of ordinary shares used in computing diluted earnings per share |
28 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
Note |
Share Capital |
Reserves (Note 30 ) |
Retained earnings |
Equity attributable to owners of the Group |
Non- controlling interests |
Total |
||||||||||||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||||||
Balance at January 1, 2020 |
( |
) | ||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive income (loss) |
— | ( |
) | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Dividends representing transactions with owners recognized directly in equity |
29 |
— | — | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2020 |
( |
) | ||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive income (loss) |
— | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transaction with owners recognized directly in equity: |
||||||||||||||||||||||||||||
Issu ance of share capital for cash |
22 |
— | — | |||||||||||||||||||||||||
Share-based payments expenses |
23 |
— | — | — | ||||||||||||||||||||||||
Distribution to founder |
30 |
— | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Effects of translation on other reserve |
30 |
— | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Dividend paid to non-controlling interest |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Proceeds for capital call on non-fully paid-up share capital |
— | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2021 |
||||||||||||||||||||||||||||
Total comprehensive income for the year: |
||||||||||||||||||||||||||||
Profit for the year |
— | — | ||||||||||||||||||||||||||
Other comprehensive (loss) income |
— | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transfer of profits to legal reserve |
30 |
— | ( |
) | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Transaction with owners recognized directly in equity: |
||||||||||||||||||||||||||||
Share-based payments expenses |
23 | — | — | — | ||||||||||||||||||||||||
Dividend paid to non-controlling interest |
— | — | ( |
) |
( |
) | ||||||||||||||||||||||
Issuance of shares due to vesting of warrants |
22 | * |
— | — |
||||||||||||||||||||||||
Repurchase of American Depositary Shares |
30 | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
— | ( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2022 |
( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amount is less than S$1,000 |
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 (Note 3) |
S$’000 | S$’000 | S$’000 | |||||||||||||
Operating activities |
||||||||||||||||
Profit before income tax |
||||||||||||||||
Adjustments for: |
||||||||||||||||
Depreciation expense |
||||||||||||||||
Gain on early termination of right-of-use |
— | — | ( |
) | ( |
) | ||||||||||
Allowance (Reversal of allowance) on trade and other receivables |
( |
) | — | |||||||||||||
Equity-settled share-based payment expense |
— | |||||||||||||||
Provision for reinstatement cost |
( |
) | — | |||||||||||||
Bank loan transaction cost |
||||||||||||||||
Interest income |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest expense |
||||||||||||||||
Retirement benefit service cost |
||||||||||||||||
Loss on disposal and write - offof plant and equipment |
||||||||||||||||
Rent concession |
— | — | — | ( |
) | |||||||||||
Gain on disposal of a subsidiary |
— | — | — | ( |
) | |||||||||||
Share of profit from an associate |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Fair value gain on previously held equity interest |
( |
) | ( |
) | — | — | ||||||||||
Operating cash flows before movements in working capital |
||||||||||||||||
Trade receivables |
( |
) | ||||||||||||||
Contract assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other receivables |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other payables |
||||||||||||||||
Cash generated from operations |
||||||||||||||||
Interest received |
||||||||||||||||
Income tax paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Income tax refunded |
||||||||||||||||
Net cash from operating activities |
||||||||||||||||
Investing activities |
||||||||||||||||
Purchase of plant and equipment (Note A) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Proceeds from sales of plant and equipment |
||||||||||||||||
Payment for restoration of office |
— | — | ( |
) | — | |||||||||||
Placements in fixed deposits |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Withdrawal of fixed deposits |
— | — | ||||||||||||||
Increase (Decrease) in pledged deposits |
— | — | ( |
) | ||||||||||||
Disposal of a subsidiary |
— | — | — | ( |
) | |||||||||||
Repayment from an associate |
— | — | — | |||||||||||||
Dividend income from associate |
— | |||||||||||||||
Acquisition of subsidiary, net of cash acquired (Note 34) |
( |
) | ( |
) | — | — | ||||||||||
Investment in financial assets measured at fair value through profit or loss |
( |
) |
( |
) |
( |
) | — | |||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 (Note 3) |
S$’000 | S$’000 | S$’000 | |||||||||||||
Financing activities |
||||||||||||||||
Dividends paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Drawdown of bank loan |
446 |
600 |
||||||||||||||
Distribution to founder |
— | — | ( |
) | — | |||||||||||
Repayment of lease liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Bank loan transaction cost paid |
— | — | ( |
) | — | |||||||||||
Repayment of bank loan |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Repurchase of American Depositary Shares |
( |
) | ( |
) | — | — | ||||||||||
Proceeds from issuance of shares, net of issuance costs |
— | |||||||||||||||
Proceeds for capital call on non-fully paid-up share capital from non-controlling interests |
— | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash from (used in) financing activities |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase in cash and cash equivalents |
||||||||||||||||
Effect of foreign exchange rate changes on cash held in foreign currencies |
( |
) | ( |
) | ( |
) | ||||||||||
Cash and cash equivalents at beginning of year |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of year (Note 7) |
||||||||||||||||
|
|
|
|
|
|
|
|
1 |
GENERAL |
2 |
ADOPTION OF NEW AND REVISED STANDARDS |
Amendments to IFRS 17 |
Insurance Contracts 1 | |
Amendments to IFRS 10 and International Accounting Standards (“IAS”) 28 |
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 | |
Amendments to IAS 1 and IFRS Practice Statement 2 |
Disclosure of Accounting Policies 1 | |
Amendments to IAS 8 |
Definition of Accounting Estimates 1 | |
Amendments to IAS 12 |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction 1 | |
Amendments to IFRS 16 |
Lease liability in a Sales and Leaseback 2 | |
Amendments to IAS 1 |
Classification of Liabilities as Current or Non-current 2 | |
Amendments to IAS 1 |
Non-current liabilities with Covenants 2 |
1 |
Effective for annual periods beginning on or after January 1, 2023, with early application permitted. |
2 |
Effective for annual periods beginning on or after January 1, 2024, with early application permitted. |
3 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
• | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
• | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
• | Level 3 inputs are unobservable inputs for the asset or liability. |
• |
has power over the investee; |
• |
is exposed, or has rights, to variable returns from its involvement with the investee; and |
• |
has the ability to use its power to affect its returns. |
• |
the size of the company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; |
• |
potential voting rights held by the company, other vote holders or other parties; |
• |
rights arising from other contractual arrangements; and |
• |
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. |
Years |
||||
Customer relationships |
• | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows only; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
• | The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and |
• | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Years | ||
Leasehold improvements | (ranging from | |
Furniture and fittings | ||
Office equipment and software |
• |
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; |
• |
The amounts expected to be payable by the lessee under residual value guarantees; |
• |
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and |
• |
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. |
• |
The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
• |
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
• |
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
1. | Identification of the contract or contracts with a customer; |
2. | Identification of the performance obligations in the contract; |
3. | Determination of the transaction price; |
4. | Allocation of the transaction price to the performance obligations in the contract; and |
5. | Recognition of revenue when, or as, the performance obligation is satisfied. |
• | Omnichannel CX solutions – The Group provides omnichannel CX solutions by providing information about its clients, products and services to their customers. The objective is to help its clients manage their relationships with their customers. This includes technical support for software, consumer electronic devices and telemarketing campaigns. Customer contact occurs through phone call, online chat, SMS, email and a variety of other channels and are typically on general enquiries or after-sales service issue resolution. Each service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Sales and digital marketing – The Group provides sales and digital marketing services through contacts made by the Group’s sales and digital marketing agents with the objective to promote and sell the products of its customers. This primarily involves helping the digital advertising platform clients to attract more advertisers and grow their Internet and social media advertising businesses. Each scope of service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Content, trust and safety services – These services comprise content monitoring and moderation services, trust and safety services and data annotation services. Content monitoring and moderation service involves the review of content submission for violation of terms of use or non-compliant with the specifications and guidelines provided by clients. Trust and safety services entails Group’s dedicated and trained resources in assisting clients to verify, detect and prevent incidences of fraudulent use of clients’ tools so as to promote users’ confidence in using Group clients’ platforms and tools. Data annotation services provided by the Group serves to support the development of the Group’s clients’ efforts in machine learning and automation initiatives and projects. Revenue is recognized over time by using the output method when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
Other business process services – The Group provides other services comprising workspace through provision of fully equipped and serviced workstations, provision of payroll and human resource administration services to some of its customers and other business processing services. Revenue is recognized over time when the performance obligation is satisfied on a monthly basis measured by the value of the service performed to date. |
• |
the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify; |
• |
the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and |
• |
the costs are expected to be recovered. |
• |
Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); |
• |
Net interest expense or income; and |
• |
Remeasurement. |
4 |
CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
(i) |
Variable non-cash consideration payable to customer |
(ii) |
Accrued revenue |
(iii) |
Share-based payments |
(i v ) |
Business Combination |
(v) |
Unrecognized Deferred Tax Liabilities Related to Investments in Foreign Subsidiaries |
5 |
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL MANAGEMENT |
(a) |
Categories of financial instruments |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Financial assets |
||||||||
Financial assets at amortized cost |
||||||||
Financial assets measured at fair value through profit or loss |
||||||||
Financial liabilities |
||||||||
Financial liabilities at amortized cost |
||||||||
Lease liabilities |
||||||||
(b) |
Financial risk management policies and objectives |
(i) | Credit risk management |
Category |
Description |
Basis for recognising ECL | ||
Performing | past-due amounts. |
12-month ECL | ||
Doubtful | Lifetime ECL— not credit-impaired | |||
In default | Lifetime ECL— credit-impaired | |||
Write-off |
Note | Internal credit rating |
12-month or lifetimeECL |
Gross carrying amount |
Loss allowance |
Net carrying amount |
|||||||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||||||||||
2022 |
||||||||||||||||||||
Trade receivables |
9 | (a) | Lifetime ECL (Simplified approach) |
( |
) |
|||||||||||||||
Contract assets |
10 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Other receivables |
11 | — | ||||||||||||||||||
( |
) |
|||||||||||||||||||
2021 |
||||||||||||||||||||
Trade receivables |
9 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Contract assets |
10 | (a) | Lifetime ECL (Simplified approach) |
— | ||||||||||||||||
Other receivables |
11 | — | ||||||||||||||||||
— | ||||||||||||||||||||
(a) |
The Group determines the expected credit losses on these items by using an allowance matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit risk profile of these assets is presented based on their past due status. |
(ii) | Interest rate risk management |
(iii) | Foreign currency risk management |
Assets | Liabilities | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
United States Dollar |
||||||||||||||||
(iv) | Liquidity risk management |
Weighted average interest rate |
On demand or within 1 year |
Within 2 to 3 years |
Within 3 to 5 years |
5 years onwards |
Total contractual undiscounted cash flows |
Adjustment |
Carrying amount |
|||||||||||||||||||||||
% |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||||||||
Non-interest bearing |
— | |||||||||||||||||||||||||||||
Lease liabilities (fixed rate) |
( |
) | ||||||||||||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||||||||
Non-interest bearing |
— | |||||||||||||||||||||||||||||
Variable interest rate instruments |
||||||||||||||||||||||||||||||
Fixed interest rate Instruments |
( |
) | ||||||||||||||||||||||||||||
Lease liabilities (fixed rate) |
( |
) | ||||||||||||||||||||||||||||
(v) |
Fair value of financial assets and financial liabilities |
(c) |
Capital risk management policies and objectives |
6 |
REMUNERATION OF KEY MANAGEMENT PERSONNEL |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Short-term employee benefits |
||||||||||||
Post-employment benefits |
||||||||||||
Equity-settled share-based payment expenses |
||||||||||||
Directors’ fees |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
7 |
CASH AND CASH EQUIVALENTS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Cash on hand |
||||||||
Cash at bank |
||||||||
Fixed deposits |
||||||||
|
|
|
|
|||||
|
|
|
|
8 |
FIXED AND PLEDGED DEPOSITS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Fixed deposits |
||||||||
Pledged deposits |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Analysed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
|
|
|
|
|||||
|
|
|
|
9 |
TRADE RECEIVABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Outside parties |
||||||||
|
|
|
|
Trade receivables – days past due | ||||||||||||||||||||||||
Current | 1 – 30 days |
31 – 60 days |
61 – 90 days |
> 90 days |
Total | |||||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||
Estimated total gross carrying amount at default: |
||||||||||||||||||||||||
Outside parties |
||||||||||||||||||||||||
Expected credit loss |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trade receivables – days past due | ||||||||||||||||||||||||
Current | 1 – 30 days |
31 – 60 days |
61 – 90 days |
> 90 days |
Total | |||||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||
Estimated total gross carrying amount at default: |
||||||||||||||||||||||||
Outside parties |
||||||||||||||||||||||||
Expected credit loss |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
10 |
CONTRACT ASSETS |
December 31, 2022 |
December 31, 2021 |
January 1, 2021 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Unbilled receivables |
||||||||||||
11 |
OTHER RECEIVABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Prepayments |
||||||||
Deposits |
||||||||
Others |
||||||||
Analysed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
12 |
FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Financial assets measured at fair value through profit or loss |
||||||||
13 |
PLANT AND EQUIPMENT |
Leasehold improvements |
Furniture and fittings |
Office equipment and software |
Equipment-in- progress |
Total | ||||||||||||||||
S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | ||||||||||||||||
Cost: |
||||||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Reclassification |
( |
) | ||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
Additions |
||||||||||||||||||||
Acquired on acquisition of a subsidiary |
||||||||||||||||||||
Reclassification |
( |
) | ||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accumulated depreciation: |
||||||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Depreciation for the year |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
||||||||||||||||||||
Depreciation for the year |
||||||||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Written off |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount: |
||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
14 |
RIGHT-OF-USE |
Office space | ||||
S$’000 | ||||
Cost: |
||||
At January 1, 2021 |
||||
Additions |
||||
Expired and early termination |
( |
) | ||
Lease modification |
||||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2021 |
||||
Additions |
||||
Acquired on acquisition of a subsidiary |
||||
Expired |
( |
) | ||
Lease modification |
||||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2022 |
||||
|
|
|||
Accumulated depreciation: |
||||
At January 1, 2021 |
||||
Depreciation for the year |
||||
Expired and early termination |
( |
) | ||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2021 |
||||
Depreciation for the year |
||||
Expired |
( |
) | ||
Currency alignment |
( |
) | ||
|
|
|||
At December 31, 2022 |
||||
|
|
|||
Carrying amount: |
||||
At December 31, 2021 |
||||
|
|
|||
At December 31, 2022 |
||||
|
|
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Depreciation expense on right-of-use |
||||||||||||
Interest expense on lease liabilities (Note 2 5 ) |
||||||||||||
Expenses relating to lease of low value assets |
||||||||||||
|
|
|
|
|
|
15 |
GOODWILL AND INTANGIBLE ASSETS |
Goodwill |
Customer relationship s |
Total |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Cost: |
||||||||||||
At 1 January 2022 |
||||||||||||
Recognition on acquisition of subsidiary |
||||||||||||
At 31 December 2022 |
||||||||||||
Carrying amount: |
||||||||||||
At 1 January 2022 |
||||||||||||
At 31 December 2022 |
||||||||||||
- |
Forecast sales growth rates |
- |
Operating profits |
16 |
OTHER PAYABLES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Outside parties |
||||||||
Deferred grant income |
||||||||
Others |
||||||||
17 |
BANK LOANS |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Secured - at amortized cost: |
||||||||
Bank loans |
||||||||
Analysed between: |
||||||||
Current portion |
||||||||
Within 1 year |
||||||||
Non-current portion |
||||||||
Within 2 to 5 years |
||||||||
Interest payable (included in bank loans) |
||||||||
(i) | Facility I: |
(ii) |
Facility II: |
(a) | Guarantee from TDCXH; |
(b) | Charge over a subsidiary’s pledged bank deposits; and |
(c) | Corporate guarantee from the Company. |
(a) | TDCX SG’s tangible net worth of not less than S$ |
(b) | A ratio of TDCX SG’s total indebtedness to tangible net worth of not more than |
(c) | A ratio of the Group’s consolidated total net debt to EBITDA of not more than |
(d) | The Group’s consolidated debt service coverage ratio of not less than |
(e) | TDCXH’s consolidated tangible net worth of not less than S$ |
(f) | TDCXH’s consolidated debt service coverage ratio of not less than |
(iii) |
Facility III: |
(iv) | Facility IV: |
Bank loans | Lease liabilities (Note 1 8 ) |
|||||||
S$’000 | S$’000 | |||||||
At January 1, 2021 |
||||||||
Financing cash flow |
( |
) | ( |
) | ||||
Bank loan transaction cost |
||||||||
Non-cash changes: |
||||||||
- Accrued interest |
||||||||
- Additions to lease liabilities |
||||||||
- Lease modification |
||||||||
- Currency alignment |
( |
) | ||||||
At December 31, 2021 |
||||||||
Financing cash flow |
( |
) | ( |
) | ||||
Bank loan transaction cost |
||||||||
Non-cash changes: |
||||||||
- Accrued interest |
||||||||
- Additions to lease liabilities |
||||||||
- Lease modification |
||||||||
- Acquired on acquisition of a subsidiary |
||||||||
- Currency alignment |
( |
) | ||||||
At December 31, 2022 |
||||||||
1 8 |
LEASE LIABILITIES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Minimum lease payments |
||||||||
Amounts due for settlement within 12 months (shown under current liabilities) |
||||||||
Amounts due for settlement after 12 months and not later than 5 years |
||||||||
1 9 |
PROVISION FOR REINSTATEMENT COST |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 |
S$’000 |
|||||||
At beginning of year |
||||||||
Additions |
||||||||
Acquired on acquisition of a subsidiary |
||||||||
Accretion, recognized in finance cost |
||||||||
Payment for reinstatement |
( |
) | ||||||
Currency alignment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
At end of year |
||||||||
|
|
|
|
|||||
Analyzed as: |
||||||||
Current |
||||||||
Non-current |
||||||||
|
|
|
|
|||||
|
|
|
|
20 |
DEFINED BENEFIT OBLIGATION |
2 1 |
DEFERRED TAX ASSETS/LIABILITIES |
December 31, 2022 |
December 31, 2021 |
|||||||
S$’000 | S$’000 | |||||||
Deferred tax assets |
||||||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
|
|
|
|
Deferred tax asset (net) |
Provisions |
T axdepreciation |
Undistributed earnings |
Others |
Total |
|||||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
||||||||||||||||
At January 1, 2021 |
||||||||||||||||||||
Credit (charge) to profit or loss (Note 27) |
( |
) | ( |
) | ( |
) | ||||||||||||||
Over U( nder ) |
( |
) | ||||||||||||||||||
Currency alignment |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
( |
) | ( |
) | ||||||||||||||||
(Charge) credit to profit or loss (Note 27) |
( |
) | ||||||||||||||||||
Over (Under) provision in prior years (Note 27) |
( |
) | ||||||||||||||||||
Acquired on acquisition of a subsidiary (Note 34) |
( |
) | ( |
) | ||||||||||||||||
Currency alignment |
( |
) |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2022 |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
22 |
SHARE CAPITAL |
Class A |
Class B |
Undesignated |
Total |
|||||||||||||
Number of shares issued and fully paid: |
||||||||||||||||
At January 1, 2021 |
||||||||||||||||
Re-designation |
( |
) |
||||||||||||||
Issuance of shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2021 |
||||||||||||||||
Issuance of shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Number of shares authorized: |
||||||||||||||||
At December 31, 2021 |
||||||||||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
Class A |
Class B |
Undesignated |
Total |
|||||||||||||
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||
Amount of outstanding shares issued: |
||||||||||||||||
At December 31, 2021 |
||||||||||||||||
At December 31, 2022 |
||||||||||||||||
|
|
|
|
|
|
|
|
(i) | A share split pursuant to which the sub-divided into |
(ii) | An issuance of additional |
(i) |
(ii) |
(iii) |
23 |
SHARE-BASED PAYMENTS |
(i) |
Adjusted EBITDA |
(ii) |
Group employee satisfaction score |
(iii) |
Group customer satisfaction score |
(iv) |
Total shareholder return |
2022 |
2021 |
|||||||
Number of share awards |
||||||||
Outstanding at the beginning of the year |
||||||||
Granted during the year |
||||||||
Vested during the year |
( |
) | ||||||
Forfeited during the year |
( |
) | ||||||
Outstanding at the end of the year |
||||||||
2022 | 2021 | |||||||
Expected volatility |
||||||||
Expected term |
||||||||
Risk free rate |
||||||||
Expected dividend yield |
Nil | Nil | ||||||
24 |
REVENUE |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Over time |
||||||||||||
Omnichannel CX solutions |
||||||||||||
Sales and digital marketing |
||||||||||||
Content, trust and safety |
||||||||||||
Other business process services |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
At a point in time |
||||||||||||
Other services |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
2 5 |
PROFIT FOR THE YEAR |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Gain on disposal of a subsidiary |
||||||||||||
Share of profit from an associate |
||||||||||||
Included in employee benefits expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Wages, salaries, bonuses and other benefits |
||||||||||||
Defined contribution plan |
||||||||||||
Equity-settled share-based payment expense |
||||||||||||
Cash-settled share-based payment expense |
||||||||||||
Included in interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on bank loans |
||||||||||||
Interest expense on lease liabilities |
||||||||||||
Accretion on provision for reinstatement cost |
||||||||||||
Others |
||||||||||||
Included in other operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
||||||||||||
Utilities expense |
||||||||||||
Foreign exchange (gain) loss — net |
( |
) | ( |
) | ||||||||
Forfeiture of office lease deposit |
2 6 |
OTHER OPERATING INCOME |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Government grant and credit scheme subsidies |
|
|||||||||||
Rent concessions |
||||||||||||
Interest income from an associate |
||||||||||||
Gain on early termination of right-of-use assets |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
27 |
INCOME TAX EXPENSES |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Income tax: |
||||||||||||
Current year |
||||||||||||
Under (Over) provision of prior years |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax: |
||||||||||||
Current year (Note 21) |
( |
) | ( |
) | ||||||||
(Over) Under |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
( |
) | ( |
) | |||||||||
Foreign withholding tax |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Profit before income tax |
||||||||||||
|
|
|
|
|
|
|||||||
Tax at the Singapore income tax rate |
||||||||||||
Tax effect of expenses that are not deductible in determining taxable profit |
||||||||||||
Overprovision in prior years |
( |
) | ( |
) | ( |
) | ||||||
Tax exempt income (Note A) |
( |
) | ( |
) | ( |
) | ||||||
Effect of different tax rates of subsidiaries operating in other jurisdictions |
( |
) | ( |
) | ||||||||
Deferred tax asset not recognized |
||||||||||||
Utilization of tax losses previously not recognized as deferred tax asset |
( |
) | ||||||||||
(Utilization) Recognition of deferred tax on foreseeable dividends |
( |
) | ||||||||||
Foreign withholding tax |
||||||||||||
Others (Note B) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Tax expense for the year |
||||||||||||
|
|
|
|
|
|
Note A: |
Tax exempt income represent income of subsidiaries located in Singapore, Malaysia and Philippines that benefit from tax holiday. Refer to below for additional information on those subsidiaries tax holidays. |
Note B: |
In 2022, this mainly consists of the effect of a one-off “prosperity tax” enacted by the local government for the Malaysia operations and additional tax incurred by the Philippines operations due to its non-compliance of the work-from-home requirement for the period from April to October 2022. |
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Tax losses carried forward |
||||||||||||
Deferred tax asset on above unrecorded |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
S$’000 |
S$’000 |
S$’000 |
||||||||||
Increase in income tax expenses |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
S$ | S$ | S$ | ||||||||||
Basic and diluted earnings per share |
||||||||||||
2 8 |
BASIC AND DILUTED EARNINGS PER SHARE |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Earnings |
||||||||||||
Earnings for the purposes of basic and diluted earnings per share (profit for the year attributable to owners of the Group) |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
Number of shares |
||||||||||||
Weighted average number of ordinary shares for the purposes of basic earnings per share |
||||||||||||
Effect of dilutive potential ordinary shares: |
||||||||||||
Effect of vesting of employee share awards |
||||||||||||
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
||||||||||||
2022 | 2021 | 2020 | ||||||||||
S$ | S$ | S$ | ||||||||||
Basic earnings per share |
||||||||||||
Diluted earnings per share |
||||||||||||
2 9 |
DIVIDENDS |
30 |
RESERVES |
(a) |
Translation reserves |
(b) |
Legal reserves |
• |
a subsidiary in Thailand whereby, according to the Civil and Commercial Code of Thailand, an entity must appropriate at least one-twentieth of the profit arising from the business of the entity to a legal reserve at each distribution of dividend, until the legal reserve reaches one-tenth of the capital of the entity. Such legal reserve is not available for distribution as dividend until the entity is finally wound up. |
• |
subsidiaries in People’s Republic of China (“PRC”) whereby, accordingly to the laws applicable to the PRC Domestic Enterprises and PRC Foreign Investment Enterprises, the PRC subsidiaries must make annual appropriations of not less than after-tax profit from after-tax profit to non-distributable statutory reserve. These reserve funds can only be used for specific purposes and are not distributable as cash dividends. |
(c) |
Share-based payment reserves |
(d) |
Other reserves |
31 |
RESTRICTED NET ASSETS |
(1) |
PRC legal restrictions permit payments of dividends by TDCX’s PRC subsidiaries only out of their retained earnings, if any, determined in accordance with PRC regulations. |
(2) |
Other legal restrictions for the subsidiaries in PRC and Thailand for the distribution of dividend. Refer to Note 30 (b) for further details. |
(3) |
Refer to Note 17 for the bank loan covenants for the restrictions. |
32 |
SEGMENTAL REPORTING |
2022 | 2022 | 2021 | 2020 | |||||||||||||
US$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
Revenue |
||||||||||||||||
Omnichannel CX solutions |
||||||||||||||||
Sales and digital marketing |
||||||||||||||||
Content, trust and safety |
||||||||||||||||
Other business process services and other services |
||||||||||||||||
Revenue |
Non-current assets |
|||||||||||||||||||||||
2022 |
2022 |
2021 |
2020 |
December 31, 2022 |
December 31, 2021 |
|||||||||||||||||||
US$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
S$’000 |
|||||||||||||||||||
Singapore |
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The Philippines |
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Malaysia |
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Thailand |
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Japan |
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China |
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Others* |
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* |
Comprises revenue from Australia, Colombia, Hong Kong, India, Romania, Spain, South Korea, Taiwan, Türkiye and Viet na m. |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Customer |
||||||||||||
A |
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B |
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C |
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D |
* | * | ||||||||||
* |
Represents less than |
33 |
COMMITMENTS |
2022 | 2021 | 2020 | ||||||||||
S$’000 | S$’000 | S$’000 | ||||||||||
Payable within one year |
||||||||||||
Payable in the second to fifth year inclusive |
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34 |
ACQUISITION OF SUBSIDIARY |
On acquisition |
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S$’000 |
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Current assets |
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Cash and cash equivalent s |
||||
Trade receivable s |
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Contract assets |
||||
Other receivables |
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Non-current assets |
||||
Plant and equipment |
||||
Right-of-use assets |
||||
Other receivables |
||||
Customer relationships |
||||
Current liabilities |
||||
Trade and other payable s |
( |
) | ||
Provision for reinstatement cost |
( |
) | ||
Lease liabilities |
( |
) | ||
Income tax payable |
( |
) | ||
Non-current liability |
||||
Deferred tax liability |
( |
) | ||
Fair value of identifiable assets acquired net of liabilities assumed |
||||
Total consideration transferred |
||||
Fair value of pre-existing interest in the acquiree |
||||
Less: Fair value of identifiable assets acquired net of liabilities assumed |
( |
) | ||
Goodwill arising on acquisition |
||||
Consideration paid in cash |
||||
Less: Cash and cash equivalent balances acquired |
( |
) | ||
Net cash outflow arising on acquisition |
||||
Assets acquired |
Valuation technique | |
Customer relationships |
Multi-period excess earnings method: The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. |
35 |
RECLASSIFICATIONS |
Revenue |
2021 |
2020 |
||||||
S$’000 |
S$’000 |
|||||||
Before the change: |
||||||||
Omnichannel CX solutions |
||||||||
Sales and digital marketing |
||||||||
Content monitoring and moderation |
||||||||
Other business process services and other services |
||||||||
After the change: |
||||||||
Omnichannel CX solutions |
||||||||
Sales and digital marketing |
||||||||
Content, trust and safety |
||||||||
Other business process services and other services |
||||||||
36 |
EVENTS AFTER THE REPORTING PERIOD |
Exhibit 2.4
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act)
In connection with our initial public offering, but not for trading, Class A ordinary shares, par value US$0.0001 per share, of TDCX Inc. (we, our, our company, or us) are registered under Section 12(b) of the Exchange Act. Our American Depositary Shares (ADSs), each representing one of our Class A ordinary shares, are listed and traded on the New York Stock Exchange. This exhibit contains a description of the rights of (i) the holders of Class A ordinary shares and (ii) the holders of ADSs. Class A ordinary shares underlying the ADSs are held by JPMorgan Chase Bank, N.A., as depositary, and holders of ADSs will not be treated as holders of the Class A ordinary shares.
Description of Class A Ordinary Shares
The following is a summary of material provisions of our currently effective amended and restated memorandum and articles of association, as well as the Companies Act (As Revised) of the Cayman Islands (the Companies Act) insofar as they relate to the material terms of our ordinary shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read our memorandum and articles of association, which has been filed with the SEC as an exhibit to our Registration Statement on Form F-1 (File No. 333-259361).
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each Class A ordinary share has US$0.0001 par value. The number of Class A ordinary shares that have been issued as of the last day of each financial year is provided on the cover of the annual report on Form 20-F filed for such financial year (the Form 20-F). Our memorandum and articles of association prohibit us from issuing bearer or negotiable shares. Our company may not issue shares to bearer and our ordinary shares are issued in registered form, which will be issued when registered in our register of members.
Pre-emptive Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have pre-emptive rights.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
We have a dual-class voting structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Class A Ordinary Shares (Item 10.B.3 of Form 20-F)
Conversion
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a shareholder to any person who is not an affiliate of such shareholder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not an affiliate of the registered shareholder of such Class B ordinary share, such Class B ordinary share will automatically and immediately convert into one Class A ordinary share.
In addition, each Class B ordinary share will automatically and immediately convert into one Class A ordinary share, upon the earlier of the following:
| The date that is 15 years from the date of effectiveness of the registration statement for our initial public offering; or |
| Nine months after the death or permanent disability of Mr. Laurent Junique. |
Dividends
The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our post-IPO memorandum and articles of association and the Cayman Companies Act. In addition, our shareholders may be ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, dividends may be paid only out of profits, or out of the share premium account (subject to a solvency test being met on the day immediately following the date that the dividend is paid). No dividend may be declared and paid unless our directors determine that, immediately after the payment, we will be able to pay our debts as they fall due in the ordinary course of business and we have funds lawfully available for such purpose.
Transfer of Ordinary Shares
Subject to the restrictions in our post-IPO memorandum and articles of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| the instrument of transfer is lodged with us, accompanied by the certificate (if any) for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| the instrument of transfer is in respect of only one class of shares; |
| the instrument of transfer is properly stamped, if required; |
| in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to us in respect thereof. |
If our board of directors refuses to register a transfer it shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, on 10 calendar days notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the NYSE rules, after compliance with any notice required of the NYSE, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any calendar year.
2
Liquidation
On the winding up of our Company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders pro rata in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our Company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them. We are an exempted company incorporated under the Cayman Companies Act with limited liability, and under the Cayman Companies Act, the liability of our members is limited to the amount, if any, unpaid on the shares respectively held by them. Our post-IPO memorandum and articles of association contain a declaration that the liability of our members is so limited.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least fourteen calendar days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid at the specified time are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our post-IPO memorandum and articles of association. The premium (if any) payable in respect of any shares being redeemed or purchased may be paid out of profits of our Company, out of the share premium account or out of the proceeds of a fresh issue of shares made for the purposes of the redemption or purchase. Alternatively, as authorized under our post-IPO memorandum & articles of association, our Company may make a payment in respect of the redemption or purchase of its own shares out of capital provided that immediately following the date on which the payment out of capital is proposed to be made, our Company shall be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Cayman Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no issued shares outstanding, or (c) if the Company has commenced liquidation. In addition, our Company may accept the surrender of any fully paid share for no consideration.
Requirements to Change the Rights of Holders of Class A Ordinary Shares (Item 10.B.4 of Form 20-F)
Variation of Rights of Shares
All or any of the rights attached to any class of shares may, unless otherwise provided by the terms of issue of the shares of or the rights attaching to that class, be materially adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of the relevant class or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of such class.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.
3
Limitations on the Rights to Own Class A Ordinary Shares (Item 10.B.6 of Form 20-F)
There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions.
Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
| limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The Companies Act is modeled after that of English law but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) merger means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a consolidation means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.
In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent companys articles of association.
In order to effect such a merger or consolidation, Cayman Islands law requires a written plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders of each constituent company and (b) such other authorization, if any, as may be specified in such constituent companys articles of association.
4
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
The written plan of merger or consolidation must be filed with the Registrar of Companies in the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger and consolidation will be published in the Cayman Islands Gazette. Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The fair value of the shares will be determined by the Cayman Islands court if it cannot be agreed among the parties. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. Court approval is not required for a merger or consolidation effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| the statutory provisions as to the required majority vote have been met; |
| the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
Alternatively, Cayman Islands law also contains a statutory power of compulsory acquisition which may facilitate the squeeze out of dissentient minority shareholder upon a takeover offer. When a takeover offer is made and accepted by holders of 90.0% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction by way of scheme of arrangement is thus approved, or if a takeover offer is made and accepted in accordance with the foregoing statutory procedures, the dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
5
Shareholders Suits
Derivative actions have been brought in the Cayman Islands courts. In principle, the Company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) the Companys officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, the Cayman Islands courts can be expected (and have had occasion) to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against, or derivative actions in the name of our Company when:
| a company acts or proposes to act illegally or ultra vires and is therefore incapable of ratification by the shareholders; |
| the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| those who control the Company are perpetrating a fraud on the minority. |
A shareholder may have a direct right of action against the Company where the individual rights of that shareholder have been infringed or are about to be infringed.
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association permit, to the fullest extent permissible under Cayman Islands law, indemnification of our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as directors or officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, the actions of a director are presumed to have been taken on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
6
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the Company and therefore it is considered that he or she owes the following duties to the Company: a duty to act bona fide in the best interests of the Company; a duty not to make a personal profit based on his or her position as director (unless the Company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the Company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Under our amended and restated memorandum and articles of association, a director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our Company must declare the nature of their interest at a meeting of the board of directors. Following such declaration, and subject to the rules of the New York Stock Exchange and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding his or her interest and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our second amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Cayman Islands law does not provide shareholders with any right to put a proposal before a meeting or requisition a general meeting. However, these rights may be provided in a companys articles of association. Our amended and restated articles of association allow our shareholders holding not less than one-third of all votes attaching to all issued and outstanding shares of our company to requisition a shareholders meeting, in which case our board of directors will be obliged to convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders meeting, our amended and restated articles of association do not provide our shareholders with any other right to put a proposal before a shareholders general meeting. As an exempted company in the Cayman Islands, we are not obliged by law to call shareholders annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporations certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholders voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
7
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. In addition, a directors office shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the Company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board of directors and the board of directors resolves that his office be vacated or, (v) is removed from office pursuant to any other provisions of our amended and restated articles of association.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an interested shareholder for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the targets outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the targets board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the Company and not with the effect of constituting a fraud on the minority shareholders.
Dissolution and Winding up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporations outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up either compulsorily by an order of the courts of the Cayman Islands or voluntarily, by a special resolution of its members or on the occurrence of an event or expiry of period specified in its articles of association, or, if the Company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our second amended and restated articles of association, our Company may commence winding up upon the passing of a special resolution of our shareholders.
8
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our second amended and restated articles of association, if our share capital is divided into more than one class of shares, the rights attached to any such class may be materially adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our amended and restated memorandum and articles of association may only be amended with a special resolution of our shareholders.
Changes in Capital (Item 10.B.10 of Form 20-F)
Our shareholders may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.
Our shareholders may by ordinary resolution:
| increase our share capital by new shares of such amount as they think expedient; |
| consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
| subdivide our shares, or any of them, into shares of an amount smaller than that fixed by our memorandum and articles of association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and |
| cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled. |
Our shareholders may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by the Companies Act.
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
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Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
JPMorgan Chase Bank, N.A. (JPMorgan), as depositary, issues the ADSs. Each ADS represents an ownership interest in a designated number of shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary, yourself as an ADR holder and all other ADR holders, and all beneficial owners of an interest in the ADSs evidenced by ADRs from time to time.
The depositarys office is located at 383 Madison Avenue, Floor 11, New York, NY 10179.
The ADS to share ratio is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated by the form of ADR). In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you.
A beneficial owner is any person or entity having a beneficial ownership interest in ADSs. A beneficial owner need not be the holder of the ADR evidencing such ADS. If a beneficial owner of ADSs is not an ADR holder, it must rely on the holder of the ADR(s) evidencing such ADSs in order to assert any rights or receive any benefits under the deposit agreement. A beneficial owner shall only be able to exercise any right or receive any benefit under the deposit agreement solely through the holder of the ADR(s) evidencing the ADSs owned by such beneficial owner. The arrangements between a beneficial owner of ADSs and the holder of the corresponding ADRs may affect the beneficial owners ability to exercise any rights it may have.
An ADR holder shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by the ADRs registered in such ADR holders name for all purposes under the deposit agreement and ADRs. The depositarys only notification obligations under the deposit agreement and the ADRs is to registered ADR holders. Notice to an ADR holder shall be deemed, for all purposes of the deposit agreement and the ADRs, to constitute notice to any and all beneficial owners of the ADSs evidenced by such ADR holders ADRs.
Unless certificated ADRs are specifically requested, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.
The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement for our initial public offering. You may also obtain a copy of the deposit agreement at the SECs Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SECs website at http://www.sec.gov.
Share Dividends and Other Distributions
How will I receive dividends and other distributions on the shares underlying my ADSs?
We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan to direct, manage, and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch, and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.
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Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:
| Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositarys and/or its agents expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time, and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution. |
| Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto. |
| Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the depositary may: |
(i) | sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or |
(ii) | if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse. |
| Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash. |
If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.
Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.
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The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities will be handled by the depositary in accordance with its then current policies, which are currently set forth on the Disclosures page (or successor page) of www.adr.com (as updated by the depositary from time to time, ADR.com).
Deposit, Withdrawal, and Cancellation
How does the depositary issue ADSs?
The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance.
Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.
The custodian will hold all deposited shares for the account and to the order of the depositary, in each case for the benefit of ADR holders. ADR holders and beneficial owners thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as deposited securities.
Deposited securities are not intended to, and shall not, constitute proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in deposited securities is intended to be, and shall at all times during the term of the deposit agreement continue to be, vested in the beneficial owners of the ADSs representing such deposited securities. Notwithstanding anything else contained herein, in the deposit agreement, in the form of ADR and/or in any outstanding ADSs, the depositary, the custodian and their respective nominees are intended to be, and shall at all times during the term of the deposit agreement be, the record holder(s) only of the deposited securities represented by the ADSs for the benefit of the ADR holders. The depositary, on its own behalf and on behalf of the custodian and their respective nominees, disclaims any beneficial ownership interest in the deposited securities held on behalf of the ADR holders.
Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositarys direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holders name. An ADR holder can request that the ADSs not be held through the depositarys direct registration system and that a certificated ADR be issued.
How do ADR holders cancel an ADS and obtain deposited securities?
When you turn in your ADR certificate at the depositarys office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges, and taxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodians office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.
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The depositary may only restrict the withdrawal of deposited securities in connection with:
| temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders meeting, or the payment of dividends; |
| the payment of fees, taxes, and similar charges; or |
| compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities. |
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Record Dates
The depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to any corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):
| to receive any distribution on or in respect of deposited securities, |
| to give instructions for the exercise of voting rights at a meeting of holders of shares, or |
| to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR, |
| to receive any notice or to act in respect of other matters, |
all subject to the provisions of the deposit agreement.
Voting Rights
How do I vote?
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receipt from us of notice of any meeting at which the holders of shares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the depositary shall fix the ADS record date in accordance with the provisions of the deposit agreement, provided that if the depositary receives a written request from us in a timely manner and at least 30 days prior to the date of such vote or meeting, the depositary shall, at our expense, distribute to the registered ADR holders a voting notice stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each ADR holder on the record date set by the depositary will, subject to any applicable provisions of Cayman Islands law, be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such ADR holders ADRs, and (iii) the manner in which such instructions may be given or deemed to be given pursuant to the terms of the deposit agreement, including instructions for giving a discretionary proxy to a person designated by us. Each ADR holder shall be solely responsible for the forwarding of voting notices to the beneficial owners of ADSs registered in such ADR holders name. There is no guarantee that ADR holders and beneficial owners generally or any holder or beneficial owner in particular will receive the notice described above with sufficient time to enable such ADR holder or beneficial owner to return any voting instructions to the depositary in a timely manner.
Following actual receipt by the ADR department responsible for proxies and voting of ADR holders instructions (including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the depositary shall, in the manner and on or before the time established by the depositary for such purpose, endeavor to vote or cause to be voted the deposited securities represented by the ADSs evidenced by such ADR holders ADRs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing deposited securities.
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To the extent that (i) we have provided the depositary with at least 35 days notice of the proposed meeting, (ii) the voting notice will be received by all ADR holders and beneficial owners no less than 10 days prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and (iii) the depositary does not receive instructions on a particular agenda item from an ADR holder (including, without limitation, any entity or entities acting on behalf of the nominee for DTC) in a timely manner, such ADR holder shall be deemed, and in the deposit agreement the depositary is instructed to deem such ADR holder, to have instructed the depositary to give a discretionary proxy for such agenda item(s) to a person designated by us to vote the deposited securities represented by the ADSs for which actual instructions were not so given by all such ADR holders on such agenda item(s), provided that no such instruction shall be deemed given and no discretionary proxy shall be given unless (1) we inform the depositary in writing (and we agree to provide the depositary with such instruction promptly in writing) that (a) we wish such proxy to be given with respect to such agenda item(s), (b) there is no substantial opposition existing with respect to such agenda item(s), and (c) such agenda item(s), if approved, would not materially or adversely affect the rights of holders of shares, and (2) the depositary has obtained an opinion of counsel, in form and substance satisfactory to the depositary, confirming that (A) the granting of such discretionary proxy does not subject the depositary to any reporting obligations in the Cayman Islands, (B) the granting of such proxy will not result in a violation of the laws, rules, regulations or permits of the Cayman Islands, (C) the voting arrangement and deemed instruction as contemplated herein will be given effect under the laws, rules, and regulations of the Cayman Islands, and (D) the granting of such discretionary proxy will not under any circumstances result in the shares represented by the ADSs being treated as assets of the depositary under the laws, rules or regulations of the Cayman Islands.
The depositary may from time to time access information available to it to consider whether any of the circumstances described above exist, or request additional information from us in respect thereto. By taking any such action, the depositary shall not in any way be deemed or inferred to have been required, or have had any duty or responsibility (contractual or otherwise), to monitor or inquire whether any of the circumstances described above existed. In addition to the limitations provided for in the deposit agreement, ADR holders and beneficial owners are advised and agree that (a) the depositary will rely fully and exclusively on us to inform it of any of the circumstances set forth above, and (b) neither the depositary, the custodian nor any of their respective agents shall be obliged to inquire or investigate whether any of the circumstances described above exist and/or whether we complied with our obligation to timely inform the depositary of such circumstances. Neither the depositary, the custodian nor any of their respective agents shall incur any liability to ADR holders or beneficial owners (i) as a result of our failure to determine that any of the circumstances described above exist or our failure to timely notify the depositary of any such circumstances or (ii) if any agenda item which is approved at a meeting has, or is claimed to have, a material or adverse effect on the rights of holders of shares. Because there is no guarantee that ADR holders and beneficial owners will receive the notices described above with sufficient time to enable such ADR holders or beneficial owners to return any voting instructions to the depositary in a timely manner, ADR holders and beneficial owners may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by us in such circumstances, and neither the depositary, the custodian nor any of their respective agents shall incur any liability to ADR holders or beneficial owners in such circumstances.
ADR holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the ADR department of the depositary that is responsible for proxies and voting must receive them in the manner and on or before the time specified, notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion in respect of deposited securities. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any voting instructions are given or deemed to be given in accordance with the terms of the deposit agreement, including instructions to give a discretionary proxy to a person designated by us, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionary proxy (or deemed to have been in-structed pursuant to the terms of the deposit agreement), or for the effect of any such vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by any law, regulation, or requirement of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials pro-vided to the depositary in connection with any meeting of or solicitation of consents or proxies from holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such ADR holders with or otherwise publicizes to such ADR holders instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for re-questing copies of the materials).
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We have advised the depositary that under Cayman Islands law and our constituent documents, each as in effect as of the date of the deposit agreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with our constituent documents, the depositary will refrain from voting and the voting instructions received by the depositary from ADR holders shall lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by ADR holders or beneficial owners.
There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
Reports and Other Communications
Will ADR holders be able to view our reports?
The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.
Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.
Fees and Expenses
What fees and expenses will I be responsible for paying?
The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities, or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights, and/or other distribution prior to such deposit to pay such charge.
The following additional charges shall also be incurred by the ADR holders, the beneficial owners, by any party depositing or withdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:
| a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs; |
| a fee of US$0.05 or less per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the deposit agreement; |
| an aggregate fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision); |
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| a fee for the reimbursement of such fees, charges, and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositarys or its custodians compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other cash distributions); |
| a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those ADR holders entitled thereto; |
| stock transfer or other taxes and other governmental charges; |
| cable, telex, and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares, ADRs or deposited securities; |
| transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and |
| fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage, and/or execute any public and/or private sale of securities under the deposit agreement. |
To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions, the depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the Bank) and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars. For certain currencies, foreign exchange transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. For other currencies, foreign exchange transactions are routed directly to and managed by an unaffiliated local custodian (or other third party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such foreign exchange transactions.
The foreign exchange rate applied to an foreign exchange transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party local liquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate and spread, if any, apply to such currency on the Disclosures page (or successor page) of ADR.com. Such applicable foreign exchange rate and spread may (and neither the depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the foreign exchange transaction. Additionally, the timing of execution of an foreign exchange transaction varies according to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the depositary, us, holders or beneficial owners. The spread applied does not reflect any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related activity.
Notwithstanding the foregoing, to the extent we provide U.S. dollars to the depositary, neither the Bank nor any of its affiliates will execute a foreign exchange transaction as set forth herein. In such case, the depositary will distribute the U.S. dollars received from us.
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Further details relating to the applicable foreign exchange rate, the applicable spread and the execution of foreign exchange transactions will be provided by the depositary on ADR.com. Each holder and beneficial owner by holding or owning an ADR or ADS or an interest therein, and we, each acknowledge and agree that the terms applicable to foreign exchange transactions disclosed from time to time on ADR.com will apply to any foreign exchange transaction executed pursuant to the deposit agreement.
We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary.
The right of the depositary to receive payment of fees, charges, and expenses survives the termination of the deposit agreement, and shall extend for those fees, charges, and expenses incurred prior to the effectiveness of any resignation or removal of the depositary.
The fees and charges described above may be amended from time to time by agreement between us and the depositary.
The depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to ADR holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.
Payment of Taxes
ADR holders or beneficial owners must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge shall be paid by the ADR holder thereof to the depositary and by holding or owning, or having held or owned, an ADR or any ADSs evidenced thereby, the ADR holder and all beneficial owners thereof, and all prior ADR holders and beneficial owners thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect of such tax or other governmental charge. Notwithstanding the depositarys right to seek payment from current and former beneficial owners, by holding or owning, or having held or owned, an ADR, the ADR holder thereof (and prior ADR holder thereof) acknowledges and agrees that the depositary has no obligation to seek payment of amounts owing from any current or former beneficial owner. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.
As an ADR holder or beneficial owner, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
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Reclassifications, Recapitalizations, and Mergers
If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:
| amend the form of ADR; |
| distribute additional or amended ADRs; |
| distribute cash, securities or other property it has received in connection with such actions; |
| sell any securities or property received and distribute the proceeds as cash; or |
| none of the above. |
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders or beneficial owners. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders and beneficial owners a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder and any beneficial owner are deemed to agree to such amendment and to be bound by the deposit agreement as so amended. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.
Any amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by ADR holders, shall be deemed not to prejudice any substantial rights of ADR holders or beneficial owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such circumstances may become effective before a notice of such amendment or supplement is given to ADR holders or within any other period of time as required for compliance.
Notice of any amendment to the deposit agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the ADR holders identifies a means for ADR holders and beneficial owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the SECs, the depositarys or our website or upon request from the depositary).
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How may the deposit agreement be terminated?
The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered ADR holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 60th day after our notice of removal was first provided to the depositary.
If the shares are not listed or quoted for trading on a stock exchange or in a securities market as of the date so fixed for termination, then after such date fixed for termination (i) all direct registration ADRs shall cease to be eligible for the direct registration system and shall be considered ADRs issued on the ADR register maintained by the depositary and (ii) the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a holder of ADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a holder of ADRs, the depositary shall (i) instruct its custodian to deliver all shares and/or deposited securities to us along with a general stock power that refers to the names set forth on the ADR register maintained by the depositary and (ii) provide us with a copy of the ADR register maintained by the depositary. Upon receipt of such shares and/or deposited securities and the ADR register maintained by the depositary, we have agreed to use our best efforts to issue to each register ADR holder a share certificate representing the shares represented by the ADSs reflected on the ADR register maintained by the depositary in such registered ADR holders name and to deliver such share certificate to the registered ADR holder at the address set forth on the ADR register maintained by the depositary. After providing such instruction to the custodian and delivering a copy of the ADR register to us, the depositary, and its agents will perform no further acts under the deposit agreement or the ADRs and shall cease to have any obligations under the deposit agreement and/or the ADRs. After we receive the copy of the ADR register and the shares and/or deposited securities from the depositary, we shall be discharged from all obligations under the deposit agreement except (i) to distribute the shares to the registered ADR holders entitled thereto and (ii) for its obligations to the depositary and its agents.
If the shares are listed or quoted for trading on a stock exchange or in a securities market as of the date so fixed for termination, then instead of the provisions in the prior paragraph, after the date so fixed for termination, the depositary and its agents will perform no further acts under the deposit agreement or the ADRs, except to receive and hold (or sell) distributions on shares and/or deposited securities and deliver shares and/or deposited securities being withdrawn. As soon as practicable after the date so fixed for termination, the depositary has agreed to use its reasonable efforts to sell the shares and/or deposited securities and shall thereafter (as long as it may lawfully do so) hold in an account (which may be a segregated or unsegregated account) the net proceeds of such sales, together with any other cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata benefit of the registered ADR holders not theretofore surrendered. After making such sale, the depositary shall be discharged from all obligations in respect of the deposit agreement and the ADRs, except to account for such net proceeds and other cash. After the date so fixed for termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary and its agents.
Notwithstanding anything to the contrary, in connection with any such termination, the depositary may, in its sole discretion and without notice to us, establish an unsponsored American depositary share program (on such terms as the depositary may determine) for our shares and make available to ADR holders a means to withdraw the shares represented by the ADSs issued under the deposit agreement and to direct the deposit of such shares into such unsponsored American depositary share program, subject, in each case, to receipt by the depositary, at its discretion, of the fees, charges, and expenses provided for under the deposit agreement and the fees, charges, and expenses applicable to the unsponsored American depositary share program.
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Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs
Prior to the issue, registration, registration of transfer, split-up, combination, or cancelation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:
| payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement; |
| the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and |
| compliance with such regulations as the depositary may establish consistent with the deposit agreement. |
The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.
The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided, however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the deposit agreement. The deposit agreement provides that each of us, the depositary and our respective agents will:
| incur or assume no liability (including, without limitation, to holders or beneficial owners) if any present or future law, rule, regulation, fiat, order or decree of the Cayman Islands, Hong Kong, the United States or any other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure, or circumstance beyond our, the depositarys, or our respective agents direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting); |
| incur or assume no liability (including, without limitation, to holders or beneficial owners) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the deposit agreement it is provided shall or may be done or performed or any exercise or failure to exercise discretion under the deposit agreement or the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable; |
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| incur or assume no liability (including, without limitation, to holders or beneficial owners) if it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct; |
| in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities the ADSs or the ADRs; |
| in the case of us and our agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities the ADSs or the ADRs, which in our or our agents opinion, as the case may be, may involve it in expense or liability, unless indemnity satisfactory to us or our agent, as the case may be against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be requested; |
| not be liable (including, without limitation, to holders or beneficial owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, any accountant, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information and/or, in the case of the depositary, us; or |
| may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties. |
Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any registered ADR holder has incurred liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation, and other services in connection with the ADRs and the deposit agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.
The depositary has no obligation to inform ADR holders or beneficial owners about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system.
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Additionally, none of the depositary, the custodian or us, or any of their or our respective directors, officers, employees, agents or affiliates shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits or refunds of non-U.S. tax paid against such ADR holders or beneficial owners income tax liability. The depositary is under no obligation to provide the ADR holders and beneficial owners, or any of them, with any information about our tax status. Neither the depositary or us shall incur any liability for any tax or tax consequences that may be incurred by registered ADR holders or beneficial owners on account of their ownership or disposition of ADRs or ADSs.
Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any voting instructions are given or deemed to be given pursuant to the terms of the deposit agreement, including instructions to give a discretionary proxy to a person designated by us, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionary proxy (or deemed to have been instructed pursuant to the terms of the deposit agreement), or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary. Neither the depositary nor any of its agents shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity (including, without limitation holders or beneficial owners of ADRs and ADSs), whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
In the deposit agreement each party thereto (including, for avoidance of doubt, each ADR holder and beneficial owner) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory). No provision of the deposit agreement or the ADRs is intended to constitute a waiver or limitation of any rights which an ADR holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
The depositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADRs.
Disclosure of Interest in ADSs
To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of, or interest in, deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you as ADR holders or beneficial owners agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you and beneficial owners will be agreeing to comply with such instructions.
Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination, and split-up of ADRs, which register shall include the depositarys direct registration system. Registered holders of ADRs may inspect such records at the depositarys office at all reasonable times, but solely for the purpose of communicating with other ADR holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed at any time or from time to time, when deemed expedient by the depositary.
The depositary will maintain facilities for the delivery and receipt of ADRs.
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Appointment
In the deposit agreement, each registered holder of ADRs and each beneficial owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:
| be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, |
| appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof; and |
| acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about us, ADR holders, beneficial owners and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with us, ADR holders, beneficial owners and/or the affiliates of any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to us, ADR holders, beneficial owners and/or their respective affiliates may have interests, (v) nothing contained in the deposit agreement or any ADR(s) shall (A) preclude the depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the depositary and (vii) notice to an ADR holder shall be deemed, for all purposes of the deposit agreement and the ADRs, to constitute notice to any and all beneficial owners of the ADSs evidenced by such ADR holders ADRs. For all purposes under the deposit agreement and the ADRs, the ADR holders thereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by such ADRs. |
Governing Law
The deposit agreement, the ADSs and the ADRs are governed by and construed in accordance with the internal laws of the State of New York. In the deposit agreement, we have submitted to the non-exclusive jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Any action based on the deposit agreement, the ADSs, the ADRs or the transactions contemplated therein or thereby may also be instituted by the depositary against us in any competent court in the Cayman Islands, Hong Kong, the United States and/or any other court of competent jurisdiction.
Under the deposit agreement, by holding or owning an ADR or ADS or an interest therein, ADR holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, regardless of whether such legal suit, action or proceeding also involves parties other than us or the depositary, arising out of or related in any way to the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act, may only be instituted in the United States District Court for the Southern District of New York (or, in the state courts of New York County, New York if either (i) the United States District Court for the Southern District of New York lacks jurisdiction, or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum is, or becomes, invalid, illegal or unenforceable), irrevocably waive any objection which you may have to the laying of venue of any such proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Notwithstanding the foregoing or anything in the deposit agreement to the contrary, subject to the federal securities law carve-out as set out therein, the depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the deposit agreement and, upon such referral, any such suit, action or proceeding instituted by ADR holders and beneficial owners shall be finally decided in such arbitration or proceeding instituted by ADR holders and beneficial owners shall be finally decided in such arbitration rather than in such court.
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Notwithstanding the foregoing, (i) the depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly based on, arising out of or relating to the deposit agreement, the ADSs, the ADRs or the transactions contemplated therein or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against any other party or parties to the deposit agreement (including, without limitation, against ADR holders and beneficial owners of interests in ADSs), by having the matter referred to and finally resolved by an arbitration conducted under the terms described below, and (ii) the depositary may in its sole discretion require, by written notice to the relevant party or parties, that any dispute, suit, action, controversy, claim or proceeding against the depositary by any party or parties to the deposit agreement (including, without limitation, by ADR holders and beneficial owners of interests in ADSs) shall be referred to and finally settled by an arbitration conducted under the terms described below. Any such arbitration shall be conducted in the English language either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).
Jury Trial Waiver
In the deposit agreement, each party thereto (including, for the avoidance of doubt, each holder and beneficial owner of, and/or holder of interests in, ADSs or ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of, based on or relating in any way to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S. federal securities laws.
If we or the depositary were to oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The waiver to right to a jury trial in the deposit agreement is not intended to be deemed a waiver by any holder or beneficial owner of ADSs of our or the depositarys compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.
Jurisdiction
We have agreed with the depositary that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, state courts in New York County, New York) shall have non-exclusive jurisdiction to hear and determine any suit, action, or proceeding and to settle any dispute between the depositary bank and us that does not involve any other person or party that may arise out of or relate in any way to the deposit agreement, including claims under the Securities Act or the Exchange Act.
The deposit agreement provides that, by holding or owning an ADR or ADS or an interest therein, ADR holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, regardless of whether such legal suit, action or proceeding also involves parties other than us or the depositary, arising out of or related in any way to the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act, may only be instituted in the United States District Court for the Southern District of New York (or, in the state courts of New York County, New York if either (i) the United States District Court for the Southern District of New York lacks jurisdiction, or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum is, or becomes, invalid, illegal or unenforceable), irrevocably waive any objection which you may have to the laying of venue of any such proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
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Exhibit 8.1
Subsidiaries of the Company
Subsidiaries |
Place of Incorporation | |
Agorae Information Consulting (Beijing) Co., Ltd. |
Peoples Republic of China | |
Comparexpress Insurance Broker (Thailand) Ltd. |
Thailand | |
Comparexpress Pte. Ltd. |
Singapore | |
PT TDCX Digital Services |
Indonesia | |
TDCX Digilab India Private Limited |
India | |
TDCX Dijital Hizmetler Anonim Şirketi |
Türkiye | |
TDCX Holdings Pte. Ltd. |
Singapore | |
TDCX Information Consulting (Shanghai) Co., Ltd. |
Peoples Republic of China | |
TDCX Japan K.K. |
Japan | |
TDCX Korea Ltd. |
South Korea | |
TDCX Services, S.A. (Name changed from Gascaquen Teledirect, S.A. with effect from November 21, 2022) |
Spain | |
TDCX (AU) Pty Ltd |
Australia | |
TDCX (BR) Digital Services LTDA |
Brazil | |
TDCX (CO) Pte. S.A.S. |
Colombia | |
TDCX (Europe) S.R.L. |
Romania | |
TDCX (HK) Limited (Name changed from Teledirect Hong Kong Limited with effect from November 17, 2022) |
Hong Kong | |
TDCX (KY) Pte Ltd |
Cayman Islands | |
TDCX (MY) Sdn. Bhd. |
Malaysia | |
TDCX (PH) Inc. |
Philippines | |
TDCX (SG) Pte. Ltd. |
Singapore | |
TDCX (TW) LLC |
Taiwan | |
TDCX (USA) Inc. |
United States of America | |
TDCX (VN) LLC |
Vietnam | |
Teledirect Telecommerce (Thailand) Limited |
Thailand |
Exhibit 12.1
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Laurent Junique, certify that:
1. | I have reviewed this annual report on Form 20-F of TDCX Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 26, 2023
By: | /s/ Laurent Junique | |
Name: | Laurent Junique | |
Title: | Executive Chairman and Chief Executive Officer |
Exhibit 12.2
Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Chin Tze Neng, certify that:
1. | I have reviewed this annual report on Form 20-F of TDCX Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 26, 2023
By: | /s/ Chin Tze Neng | |
Name: | Chin Tze Neng | |
Title: | Director and Chief Financial Officer |
Exhibit 13.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Laurent Junique, Executive Chairman and Chief Executive Officer of TDCX Inc. (the Company), hereby certify, that, to my knowledge:
(1) The annual report on Form 20-F for the year ended December 31, 2022 (the Report) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 26, 2023
By: | /s/ Laurent Junique | |
Name: | Laurent Junique | |
Title: | Executive Chairman and Chief Executive Officer |
Exhibit 13.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Chin Tze Neng, Director and Chief Financial Officer of TDCX Inc. the Company), hereby certify, that, to my knowledge:
(1) The annual report on Form 20-F for the year ended December 31, 2022 (the Report) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 26, 2023
By: | /s/ Chin Tze Neng | |
Name: | Chin Tze Neng | |
Title: | Director and Chief Financial Officer |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-260545 on Form S-8 of our report dated April 24, 2023, relating to the financial statements of TDCX Inc. appearing in this Annual Report on Form 20-F for the year ended December 31, 2022.
/s/ Deloitte & Touche LLP
Singapore
April 24, 2023
Exhibit 15.2
Our ref | FCT/771607-000001/26309724v1 |
TDCX Inc.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
26 April 2023
Dear Sirs
TDCX Inc.
We have acted as legal advisers as to the laws of the Cayman Islands to TDCX Inc., an exempted company incorporated in the Cayman Islands with limited liability (the Company), in connection with the filing by the Company with the United States Securities and Exchange Commission (the SEC) of an annual report on Form 20-F for the year ended 31 December 2022 (the Annual Report).
We hereby consent to the reference to our firm under the heading Item 10. Additional InformationE. TaxationCayman Islands Tax Considerations in the Annual Report, and further consent to the incorporation by reference into the Registration Statement on Form S-8 (File No.: 333-260545) filed on 28 October 2021.
We consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
26th Floor Central Plaza 18 Harbour Road Wanchai Hong Kong
Tel +852 2522 9333 Fax +852 2537 2955 maples.com
Resident Hong Kong Partners: Everton Robertson (Cayman Islands), Michelle Lloyd (Ireland), Aisling Dwyer (British Virgin Islands)
Ann Ng (Victoria (Australia)), John Trehey (New Zealand), Matthew Roberts (Western Australia (Australia)), Nick Harrold (England and Wales)
Terence Ho (New South Wales (Australia)), LK. Kan (England and Wales), W.C. Pao (England and Wales), Richard Spooner (England and Wales), Sharon Yap (New Zeland)
Nick Stern (England and Wales), Juno Huang (Queensland (Australia)), Karen Pallaras (Australia)), Joscelyne Ainley (England and Wales), Andrew Wood (England and Wales)
Non-Resident Partners: Jonathan Green (Cayman Islands), Kieran Walsh (Cayman Islands)
Cayman Islands Attorneys at Law | British Virgin Island Solicitors | Irish Solicitors
Exhibit 15.3
Thanathip Pichedvanichok
D: (66) 2089 8989
E: thanathip@thanathippartners.com
Our Ref: TDC01/M22058 TPID-15-124871
26 April 2023
TDCX Inc. 750D Chai Chee Road #06-01/06 ESR BizPark @ Chai Chee Singapore 469004 |
By Courier Private & Confidential |
Attention: Ms. Meera Karmakar
Dear Sirs
We hereby consent to the references to our name in the annual report on Form 20-F for the year ended 31 December 2022 of TDCX Inc. with the U.S. Securities and Exchange Commission and any Registration Statements filed on Form S-8 which may incorporate by reference and to the filing of this letter as an exhibit to such report. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Thanathip & Partners Legal Counsellors Limited
Thanathip & Partners Legal Counsellors Limited
17th Floor, Tonson Tower
900 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330
T. (66) 2089 8902
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