Adampak AR 09

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A BONDING SUCCESS

Adampak Limited | Annual Report 2009


Contents
01 Corporate Profile

02 Statement from CEO

04 Operational Review

07 Financial Highlights

08 Board of Directors

10 Key Management

11 Group Structure

12 Corporate Information

13 Financial Statements

64 Statistics of Shareholdings

66 Notice of Annual General Meeting

Proxy Form
Annual Report 1
2009

Corporate Profile
Adampak Limited (“Adampak”) commenced operations as a label converter
in 1979, producing customised labels for companies in the manufacturing
industry in Singapore.

Today, it has strategically expanded into a regional group with manufacturing


facilities located in 4 ASEAN countries and in the People’s Republic of China,
serving as a one-stop converting solution provider to the electronics, logistics,
medical and various other industries.

Adampak has also built up an extensive customer base that includes many
multi-national corporations in the forefront of technology development
and innovation. This together with the arsenal of skill sets and capabilities
acquired over years of operations, has enabled Adampak to expand its product
offerings to include labels incorporating special features and precision die-cut
components.

Today, Adampak’s advanced label product offerings include RFID (“Radio


Frequency Identification”) labels and tags for tracking and control purposes, and
security labels incorporating optical technology for the purpose of counterfeit
detection. In addition, its precision die-cut component offerings include
adhesive free zone seals, dampers, insulators and bonding tapes produced in
Class 100 Cleanroom.
2 ADAMPAK
LIMITED

Statement from CEO


Dear Shareholders

In a challenging year filled with uncertainties, our Group generated


revenue of US$54.1 million and an after tax profit of US$6.5 million.
Our Group has remained profitable every quarter of 2009 despite the
economic situation and also generated record sale of US$16.4 million in
the fourth quarter on the back of a recovering world economy and high
demand for HDD.

Gross profit margin was 31.4 % (2008: 30.2%) with gross profit improving
by US$0.2 million (1.2%) to US$17.0 million. Profit before tax improved
US$0.4 million (5.8%) to US$8.1 million. Profit after tax however was
US$0.3 million (3.8%) lower at US$6.5 million due to higher tax expenses
following the expiry of tax holiday period for our Thailand subsidiary and
an adjustment for under provision of prior years deferred tax.

Earnings per share for 2009 was 2.46 US cents on 263,625,000 shares (2008:
2.56 US cents). Return on equity was 17.6% on average shareholders’
funds of US$36.8 million (2008: 20.0% on average shareholders’ funds of
US$33.7 million).

Our cash flow remained healthy. Net cash generated from operating
activities was US$7.1 million or 2.7 US cents per share (2008: 3.3 US cents
per share). Cash and cash equivalents at the end of the financial year was
up by US$1.4 million to US$11.4 million.

Dividend

The Board recommends the payment of a final tax-exempt one-tier


dividend of 1.5 Singapore cents per share bringing the total net dividend
for 2009 to 2.25 Singapore cents per share. This represents a payout of
about 64.4% of the net profit after tax for the year.

In a challenging year filled with uncertainties, our Group generated revenue

of US$54.1 million and an after tax profit of US$6.5 million. Our Group has

remained profitable every quarter of 2009 despite the economic situation and

also generated record sale of US$16.4 million in the fourth quarter on the back of

a recovering world economy and high demand for HDD.


Annual Report 3
2009

Statement from CEO


Outlook

The world economy is on a recovery path, and the business outlook is more
positive this time round. Although economic uncertainties still prevail, we are
well positioned with a strong balance sheet and a tested management to ride
through market fluctuations that may arise in the industries that we serve.

Appreciation

Our performance in such difficult times would not have been possible without
the contribution of many people. On behalf of the Board, I would like to thank
our management and staff for their dedication and teamwork and to all our
shareholders, business partners and customers for their continued support and
confidence in us.

Chua Cheng Song


Chief Executive Officer
4 ADAMPAK
LIMITED

Operational Review

General Overview Revenue

The two major factors that impacted us most in 2009 were


the economic downturn and the demand for hard disk drives 9.5% 9.8% HDD

(“HDD”). Telco
26.6% 33.4%
56.6% 47.1%
Other electronics
The major economies affected by the financial and economic Non-electronics
7.3% 9.7%
crisis that followed the collapse of Lehman Brothers, reacted
positively to a slew of monetary and fiscal responses and 2009 2008
bounced back in 2009 on the road to eventual recovery.
Revenue Distribution by Industry

Demand for HDD though initially affected by the downturn,


experienced phenomenal growth as the year progressed with Sales to the electronics industry decreased US$1.13 million
demand surpassing pre-crisis level in the second half of the (2.3%) from US$50.09 million in 2008 to US$48.97 million. The
year. electronics industry continued as the main contributor to
sales, accounting for 90.5% of Group’s revenue (2008: 90.2%).
Due to the economic downturn, 2009 started on a slow
note with the first quarter sales dropping to US$9.65 million The HDD sector was the star performer in 2009. This sector,
from US$12.70 million in the December 2008 quarter and like all other sectors, started on a slow note; a continued surge
US$14.02 million in the year ago quarter. However, following in demand for digital storage however propelled revenue
the recovery in the world economy and a continued surge from this sector, up 17.1% year-on-year from US$26.18 million
in demand for HDD, it started to improve quarter on quarter, to US$30.64 million, alleviating the decline in other sectors.
hitting a high of US$16.45 million in the fourth quarter. Sales to the HDD sector accounted for 56.6% of Group’s
revenue (2008: 47.1%). The increase in sales came mainly from
The Group ended the year with revenue of US$54.12 an increase in sales of die-cut components.
million, US$1.43 million (2.6%) below the revenue for the
preceding year. Part of the decrease in revenue was due Sales to the telecommunication sector decreased US$1.40
to the appreciation of the US Dollar against other operating million (26.1%) from US$5.36 million in 2008 to US$3.96
currencies. million. The decrease in sales was mainly due to the economic
downturn.
Profit before tax however grew 5.8% to US$8.12 million from
US$7.67 million in 2008. This was made possible by cost- Sales to the other electronics sector decreased US$4.19 million
cutting measures introduced in late 2008 and early 2009, (22.6%) from US$18.56 million in 2008 to US$14.36 million. It
operational efficiencies and a better sales mix in the second accounted for 26.6% of Group’s revenue (2008: 33.4%). Sales
half of 2009. to this sector included sales of labels and die-cut components
for the assembly of computer and peripherals, audio and
Net profit after tax was US$6.49 million, 3.8% short of 2008 video equipment, home appliances, power supply units and
profit of US$6.75 million due to higher tax expenses following radio frequency identification (RFID) labels.
the expiry of tax holiday period for our Thailand subsidiary
and a provision for prior years deferred tax. Sales to the non-electronics industry totaled US$5.16 million,
US$0.31 million (5.6%) lower than 2008. This sector accounted
for 9.5% of Group’s revenue (2008: 9.8%).
Annual Report 5
2009

Operational Review

0.5% 0.5%
Distribution and selling expenses and administrative
Labels expenses were 6.8% (2008: 7.2%) and 9.1% (2008: 9.3%)
Die-cuts of revenue respectively. The decrease in distribution and
43.6% 37.0%

55.9% 62.5% Other


selling expenses was mainly due to lower employee related
costs and a more favourable translation exchange rate. The
latter also contributed to the decrease in administrative
2009 2008 expenses. Finance costs were lower due to repayment of
bank borrowings.
Revenue Distribution by Product Type

The savings in the aforementioned expenses were partly


55.9% of Group’s revenue (2008: 62.5%) came from sales of eroded by an increase in other operating expenses and lower
labels and nameplates. Sales of these products decreased other operating income.
12.9% (US$4.47 million) to US$30.27 million.
Other operating expenses was US$0.29 million higher due to
Sales of die-cut components which accounted for 43.6% foreign exchange losses totaling US$0.36 million.
of Group’s revenue (2008: 37.0%) grew 14.8% (US$3.05
million) from US$20.56 million in 2008 to US$23.62 million. Other operating income was lower by US$0.18 million mainly
The increase came mainly from the HDD sector. Die-cut due to lower interest income due to less favourable interest
components include dampers, seals, tapes and adhesives cut rate and a foreign exchange gain of US$0.30 million in the
to customers’ specifications. These are used for dampening, preceding year. Grants received under the government Jobs
sealing and bonding. Credit Scheme amounting to US$0.22 million, helped to
minimize the drop in other operating income.
Gross Profit Margin
Profit after Tax
Gross profit margin was 31.4%, 1.2% higher than the margin
for the preceding year. Cost-cutting measures introduced in 2009 6,492

late 2008 and early 2009, operational efficiencies and a better


sales mix in the second half year were the main contributors 2008 6,749
to the improved margin.
Profit After Tax (US$’000)
Profit before Tax
Profit after tax was US$6.49 million, US$0.26 million lower than
Profit before tax improved 5.8% to US$8.12 million from 2008. Tax was 75.9% higher at US$1.63 million. The increase
US$7.67 million in 2008 despite a slight drop in sales. This was mainly due the expiry of tax holiday period for Adampak
came mainly from a higher gross profit margin (US$0.2 Thailand and a provision for deferred tax of US$0.13 million in
million) and lower operating expenses and finance costs. respect of prior years. The effective tax rate consequently was
about 20.0% (2008: 12.0%).
Distribution and selling expenses and administrative expenses
decreased 8.5% (US$0.34 million) and 4.6% (US$0.24 million) Return on equity was 17.6% on average shareholders’ funds
to US$3.67 million and US$4.92 million respectively. Finance of US$36.83 million (2008: 20.0% on average shareholders’
costs were down 77.3% (US$0.14 million) to US$0.04 million. funds of US$33.66 million). Earnings per share was 2.46 US
cents (2008: 2.56 US cents) on 263,625,000 shares in issue.
6 ADAMPAK
LIMITED

Operational Review
Financial Position Trade payables were US$2.22 million higher mainly due to
an increase in purchases to support an increase in sales and
Balance Sheet higher performance-related incentives.

Our financial position is healthy with net cash and cash Although bank borrowings were lower due to repayment, the
equivalents of US$11.44 million at year end. Current ratio at reduction in bank borrowings was substantially offset by an
year end was 3.4. increase in income tax payable.

Property, Plant and Equipment Long Term Liabilities

Property, plant and equipment net of accumulated depreciation Long term liabilities were marginally up by US$0.06 million
were lower by US$0.24 million mainly due to depreciation due to higher deferred tax provision.
charge of US$2.0 million. Additions during the year amounted
to US$1.92 million mainly on productive equipment, computers Cash Flow Statement
and security equipment. The balance of the difference came
from assets disposed off during the year and the impact of Our cash flow remained healthy. Cash and cash equivalents
changes in translation exchange rates. totaled US$11.43 million as at 31 December 2009, compared
to US$10.03 million in the preceding year.
Lease Payment
Net cash generated from operating activities was US$7.15
Lease payment represents the non-current portion of the million, compared to US$8.73 million in the preceding year.
pre-paid lease payment for leasehold land held by Aident Operating cash flow before working capital changes was
Corporation Sdn Bhd (“Aident”). marginally higher in line with higher profit before tax. However
an increase of US$5.15 million in trade receivables mainly from
Goodwill sales in the fourth quarter of 2009 was only partially offset by
a US$2.30 million increase in trade payables, a reduction of
Goodwill came from the difference between the amount paid US$1.0 million in inventories and lower tax payment which
in 2007 for the purchase of shares in Aident and the net assets was down by US$0.14 million. Net cash flow from operating
acquired. Aident became a wholly-owned subsidiary after the activities consequently was US$1.58 million lower.
acquisition.
After taking into consideration net amount used in investing
Current Assets and financing activities of US$1.82 million and US$3.86 million
respectively, there was a cash surplus of about US$1.46 million
Group’s current assets increased US$5.72 million to US$35.29 from the Group activities in 2009, increasing cash and cash
million mainly from increases in trade receivables and cash equivalents at year end to US$11.43 million.
and cash equivalents. Trade receivable increased US$5.03
million to US$16.33 million at the end of 2009, mainly due to Net cash used in investing activities went up by US$1.50
sales in the last quarter of 2008. Cash and cash equivalents million from US$0.32 million in 2008 to US$1.82 million. This
was up US$1.40 million, from cash generated from operations. was due mainly to an increase of US$1.28 million for the
These were partly offset by a decrease in inventories which purchase of plant and equipment. Proceeds from disposal of
was lower by US$1.10 million; inventories as at end of 2008 plant and equipment were lower by US$0.15 million.
was high partly due to the abrupt drop in sales in December
2008. Net cash used in financing activities was US$3.86 million,
US$0.51 million lower than the preceding year. Outflows,
Current Liabilities mainly for payments of dividends (US$3.10 million) and the
repayments of borrowings (US$2.06 million), were partially
Current liabilities was up, increasing by US$2.02 million to offset by net proceeds from revolving credit facilities (US$1.34
US$10.42 million mainly due to increase in trade payables. million).
Annual Report 7
2009

Financial Highlights
(US$ in thousands except per share data)
2005 2006 2007 2008 2009
Operating Results
Revenue 26,353 31,882 47,804 55,556 54,123
Gross profit 7,490 10,547 15,937 16,773 16,975
Profit before tax 4,406 6,657 8,082 7,673 8,117
Net profit 3,571 5,765 7,140 6,749 6,492

Financial Position
Total assets 25,444 33,069 44,536 44,051 49,531
Total liabilities 4,543 7,221 12,336 8,926 10,999
Shareholders’ equity 20,901 25,848 32,200 35,125 38,532

Cash Flow Position


Net cash from operating activities 2,394 5,654 4,411 8,726 7,146
Year end cash and cash equivalents,
4,586 6,632 6,083 10,034 11,430
net of overdrafts

Per Share Data


Earnings (US cents)1 2.03 3.28 3.18 2.56 2.46
Net assets (US cents)2 11.90 14.71 12.21 13.32 14.62
Dividends (Singapore cents) 3
1.563 6.625 1.875 1.500 2.25
Return of equity (%) 18.0 24.7 24.6 20.0 17.6
Return of assets (%) 14.0 17.4 16.0 15.3 13.1

Notes:
1 Computed by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue.
2 Computed by dividing the equity attributable to equity holders of the Company by the number of ordinary shares in issue as at 31 December.
3 Computed by dividing dividends paid for the respective financial years by the number of ordinary shares in issue as at 31 December.
8 ADAMPAK
LIMITED

Board of Directors

CHUA CHENG SONG


Chief Executive Officer

Mr Chua is responsible for the overall management, strategic planning and


business development of our Group. He was appointed to our board in 1998.
Mr Chua joined our Company as Financial Controller in July 1998 and was
promoted to Chief Executive Officer in August 2000. He brings to the Group
his extensive experience in finance, human resource and general management
from his previous positions in various industries. Mr Chua has a Bachelor of
Accountancy (Honours) from the then University of Singapore and is a member
of the Institute of Certified Public Accountants of Singapore.

GEORGE CHUA HOOK BENG


Regional Business Development Director

Mr Chua has been our Director since March 1996. He is primarily responsible
for the regional marketing of our products and services. Mr Chua joined our
Company in 1979 as a Sales Manager and in February 2001 he was promoted to
his current position. He has accumulated diverse experience in various aspects
of marketing. Mr Chua holds a Diploma in Business Studies from the then Ngee
Ann Technical College.

ANTHONY TAY SONG SENG


Executive Director

Mr Tay, one of our founders, is in charge of our overall strategic planning, policies
and corporate direction. Prior to founding the Company, Mr Tay was a sales
manager with Keith Bray (F.E.) Pte Ltd. With more than 30 years of experience in
our industry, he has been instrumental in the growth of our Group.
Annual Report 9
2009

Board of Directors

GOH SIANG KHIN


Independent Director

Mr Goh was appointed as an Independent Director on 13 August 2004. He is


a senior consultant of GohThienChee & Co, a public accounting firm. He has
more than 25 years of experience in accounting, auditing and taxation. Mr Goh
obtained his Bachelor of Accountancy (Honours) from the then University of
Singapore. He is a Certified Public Accountant of Singapore and is also a fellow
of the Chartered Association of Certified Accountants in England.

LEE JOO HAI


Independent Director

Mr Lee was appointed as an Independent Director on 13 August 2004. He is


a partner in BDO Raffles, a public accounting firm and has over 25 years of
experience in accounting, auditing and taxation. Mr Lee is a Certified Public
Accountant of Singapore and also holds memberships in the Institute of
Chartered Accountants in England and Wales and the Malaysian Institute of
Accountants.

TEO KIANG KOK


Independent Director

Mr Teo was appointed as an Independent Director on 13 August 2004. He is a


senior partner of Shook Lin & Bok and he has accumulated more than 20 years
of experience in legal practice. He is currently the finance partner and head
of corporate finance and PRC practice groups in Shook Lin & Bok. His main
areas of practice are corporate finance, international finance and securities. He
obtained his Bachelor of Law (Honours) from the University of Hull.
10 ADAMPAK
LIMITED

Key Management
Au Yeong Khai Yi Leong Aun Leng
Technical Manager Executive Director, Aident Corporation Sdn Bhd
Mr Au Yeong is responsible for the technical aspects and processes Mr Leong is responsible for overseeing the manufacturing operations
of our Group. He has more than 13 years of experience in quality of Aident Group. He has more than 10 years experience in the label
issues and technical support. He holds a Degree of Bachelor of converting industry with technical experience in manufacturing
Engineering from the Nanyang Technological University. and production control. Mr Leong holds a Diploma in Computer
Science from the Heng Chia University in Taiwan.
Chan Mia Chuan
Pre-press Manager Soh Su Fang
Mr Chan is responsible for overseeing the daily operations of our pre- Administration Manager
press department and ensuring the quality and timely production Ms Soh is responsible for human resource and administrative
of our artworks, films and printing plates. He has more than 25 years matters. She held various positions before her current appointment.
of experience in advertising and graphic design. Ms Soh holds a Bachelor in Business Administration from the
National University of Singapore and a Graduate Diploma in Human
Gan Leng Mei Resource Management from Singapore Human Resources Institute.
Group Accountant
Ms Gan is primarily responsible for the overall financing and Tan Eng Chun
accounting matters of our Group, including group financial Silk-screen Manager
reporting, budgeting and cash flow forecasting. She also reviews Mr Tan is responsible for overseeing our silk-screen department. He
and improves on financial procedures and internal controls. She has more than 30 years of experience in silk-screen printing.
holds Bachelor of Business (Banking and Finance) and Bachelor of
Business (Accounting) from Monash University. She is a member of Tan Kok Kuang
the Institute of Certified Public Accountants of Singapore. Executive Director, Aident Corporation Sdn Bhd
Mr Tan is responsible for the strategic and business planning
Goh Bee Suan of Aident Group. He has more than 10 years experience in the
Quality Assurance Manager label converting industry and extensive technical experience in
Ms Goh is responsible for the quality assurance and technical production processes and material sourcing. He holds a Bachelor
support of our Group. She has served the Company in various of Industrial Technology Degree, majoring in Polymer Technology
capacities. Ms Goh holds a Bachelor of Science from the National from University of Science Malaysia.
University of Singapore and an Advanced Diploma in Purchasing
and Material Management from Singapore Institute of Purchasing Martin Tay Teck Chye
& Material Management. Sales and Operations Manager, Adampak & Print (Phils), Inc.
Mr Tay is responsible for the sales and operations of Adampak & Print
Ho Tai Chuan (Phils), Inc. He has accumulated more than 20 years of experience
General Manager (Sales) in this business.
Mr Ho is responsible for the development, implementation and
evaluation of the marketing strategies of our Group. Mr Ho Teh Seng Hock
holds a Diploma in Production Engineering from the Singapore Executive Director, Aident Corporation Sdn Bhd
Polytechnic. Mr Teh is responsible for the finance, purchasing and information
technology aspects of Aident Group. He holds a Diploma in Business
Kin Boon Lee (Cost and Management Accounting) from the Tunku Abdul Rahman
Management Information Systems Manager College. He is a Fellowship member of the Chartered Institute of
Ms Kin is responsible for overseeing our management information Management Accountants in United Kingdom and a Registered
systems and reviewing the overall information technology needs of Chartered Accountant with the Malaysian Institute of Accountants.
our Group. She holds a Bachelor of Science (Computing) (Honours)
from Coventry University. Teo Kin Boon
Production Manager
Koh Lily Mr Teo is responsible for overseeing our label printing and die-
Materials Manager cut department. He has more than 25 years of experience in the
Ms Koh is responsible for our Group’s resource management. She printing industry.
holds a Production Engineering Diploma from the Singapore
Polytechnic. Wong Pui Fong @ Wong Pui Hoon
General Manager, Adampak (Thailand) Ltd
Mr Wong is responsible for overseeing the daily operations of
Adampak (Thailand) Ltd. He has more than 15 years of experience
in general management. Mr Wong holds a Bachelor of Accountancy
from the then University of Singapore.
Annual Report 11
2009

Group Structure

A dampak Limi t e d

100% 100% 100% 100%


Adampak & Print Adampak Adampak Adampak Screen
(Phils), Inc. (Thailand) Ltd (Suzhou) Ltd Printing Pte Ltd

25%/75%
Aident
Corporation Sdn
Bhd

100% 100% 75%/25%


Aident Aident
Aident
Corporation Corporation
Corporation (KL)
(Tianjin) Ltd (Shanghai) Ltd
Sdn Bhd
2 3

100%
AG Label
Sdn Bhd

3 Aident Shanghai is under


voluntary liquidation.
12 ADAMPAK
LIMITED

Corporate Information

Executive Directors Company Secretary


Chua Cheng Song (Chief Executive Officer) Tan Cher Liang
George Chua Hook Beng Chan Shok Hing
Anthony Tay Song Seng

Share Registrar
Independent Directors Boardroom Corporate & Advisory Services Pte Ltd
Goh Siang Khin 50 Raffles Place
Lee Joo Hai #32-01 Singapore Land Tower
Teo Kiang Kok Singapore 048623

Audit Committee Auditors


Lee Joo Hai (Chairman) LTC LLP
Goh Siang Khin Certified Public Accountants
Teo Kiang Kok 1 Raffles Place #20-02
OUB Centre
Singapore 048616
Nominating Committee Partner-in-charge:
Teo Kiang Kok (Chairman) Chai Chon Fatt, Alex
Lee Joo Hai (Appointed since financial year ended 31 December 2008)
Chua Cheng Song

Registered Office
Remuneration Committee 6 Loyang Way 4
Goh Siang Khin (Chairman) Singapore 507605
Lee Joo Hai Tel: (65) 6747 9922
Teo Kiang Kok Fax: (65) 6743 4720
Website: www.adampak.com
Financial Contents

14 Corporate Governance Report

20 Directors’ Report

23 Statement by Directors

24 Independent Auditors’ Report

25 Consolidated Statement of Comprehensive Income

26 Balance Sheets

27 Consolidated Statement of Changes in Equity

28 Consolidated Statement of Cash Flows

29 Notes to the Financial Statements

64 Statistics of Shareholdings

66 Notice of Annual General Meeting

Proxy Form
14 ADAMPAK
LIMITED

Corporate Governance Report


Adampak Limited (the “Company”) is committed to ensuring transparency and maintaining a high standard of corporate governance
within the Group. Good corporate governance establishes and maintains a legal and ethical environment, which strives to preserve
and enhance the interest of all shareholders.

This report describes the corporate governance framework and practices of the Company with specific reference made to each
of the principles of the Code of Corporate Governance (the “Code”) issued by the Singapore Exchange Securities Trading Limited
(“SGX-ST”).

(A) BOARD MATTERS

Principle 1: Board’s Conduct of its Affairs

The Board of Directors (the “Board”) assumes responsibility for stewardship of the Company and its subsidiaries (the “Group”) and
is primarily responsible for the production and enhancement of long-term value and returns for the shareholders. It supervises
the management of the business and affairs of the Group, provides corporate direction, monitors managerial performance and
reviews financial results of the Group. In addition, the Board is directly responsible for decision making in respect of the following
matters:

• appointment of Directors and key managerial personnel;


• announcements including approvals and release of financial results and annual reports;
• business strategy including significant acquisition and disposal of subsidiaries or assets and liabilities;
• operating budgets, significant investments and capital expenditures; and
• corporate policies in keeping with good corporate governance and business practice.

To assist in the execution of its responsibilities, the Board has established a number of Board committees which include an Audit
Committee (“AC”), a Nominating Committee (“NC”) and a Remuneration Committee (“RC”), each of which functions within clearly
defined terms of reference and operating procedures which are reviewed on a regular basis.

Board Meetings and Meetings of Board Committees

The Board meets quarterly and whenever necessary for the discharge of their duties. Dates of the Board meetings are normally
set by the Directors well in advance.

The numbers of Board and Board Committee meetings held during the financial year ender 31 December 2009 and the attendance
of each director where relevant are as follows:

Nominating Remuneration
Director Board Audit Committee Committee Committee
No. of meetings 4 4 1 1
No. of meetings attended by respective directors
Chua Cheng Song 4 NA 1 NA
Anthony Tay Song Seng 4 NA NA NA
George Chua Hook Beng 4 NA NA NA
Goh Siang Khin 4 4 NA 1
Lee Joo Hai 4 4 1 1
Teo Kiang Kok 4 4 1 1

Principle 2: Board Composition and Guidance

The Board comprises six Directors, three of whom are independent Directors. The Directors of the Company as at the date of this
report are:

Mr Chua Cheng Song (Chief Executive Officer, Executive Director)


Mr Anthony Tay Song Seng (Executive Director)
Mr George Chua Hook Beng (Executive Director)
Mr Goh Siang Khin (Independent Director)
Mr Lee Joo Hai (Independent Director)
Mr Teo Kiang Kok (Independent Director)
Annual Report 15
2009

Corporate Governance Report


Key information regarding the Directors is set out under the “Board of Directors” section of this Annual Report.

The independence of each Director is reviewed annually by the NC, based on the guidelines on criteria of independence stated in
the Code. The Board considers an “independent” Director as one who has no relationship with the Company, its related companies
or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independence business
judgment. During the financial year, the NC has reviewed and determined that Mr Goh Siang Khin, Mr Lee Joo Hai and Mr Teo
Kiang Kok are independent. The NC is also satisfied that all Directors with multiple board responsibilities are able to carry out their
duties.

The Board members bring with them invaluable experience and collective core competencies such as accounting and finance,
law, business and management experiences, as well as industry expertise. The NC is of the opinion that its current Board size
and mix of expertise and experience of its members, as a group, provide core competencies necessary to meet the Company’s
requirements.

The Board has no dissenting view on the CEO’s statement to shareholders for the financial year in review.

Principle 3: Chairman and Chief Executive Officer

The Board is of the opinion that based on the Company’s current size and operation, there is no requirement to appoint a Chairman
of the Board. It believes that the CEO should assume the duties that are normally carried out by the Chairman. The Board is of
the view this arrangement is in the best interests of the Company and does not unduly concentrate power in the hands of one
individual, or compromise accountability and independent decision-making.

The Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the
Board is independent and based on collective decisions without any individual exercising any considerable concentration of power
or influence.

The CEO, in consultation with the Board members, management and the Company Secretary, schedules meetings and prepares
meeting agenda to enable the Board to perform its duties responsibly having regard to the Company’s business activities. He
monitors compliance with the Group’s corporate governance guidelines and the flow of information from management to the
Board to ensure that all material information are provided as promptly as possible to the Board for the Board to make informed
decisions.

Principle 4: Board Membership

The NC comprises three Directors, two of whom, including the Chairman, are independent non-executive Directors:

Teo Kiang Kok (Chairman)


Chua Cheng Song
Lee Joo Hai

The NC is guided by its terms of reference that sets out its responsibilities, which includes consideration of salient factors for
purposes of Directors’ re-nomination and determination of independence.

The principal duties and responsibilities of the NC are:

• to make recommendations to the Board on the appointment of new executive and non-executive Directors;
• to regularly review the Board structure, size and composition and make recommendations to the Board with regards to any
adjustments that are deemed necessary;
• to be responsible for assessing nominees or candidates for the approval of the Board, determining annually whether or not
a Director is independent, to fill Board vacancies as and when they arise as well as put in place plans for succession, in
particular for the CEO. If the NC determines that a Director, who has one or more of the relationships that could interfere
with his exercise of independent business relationship judgment, is in fact independent, it should disclose in full nature of
the Director’s relationship and bear responsibility for explaining why he should be considered independent;
• to recommend Directors who are retiring by rotation to be put forward for re-election;
• to decide whether or not a Director is able to and has been adequately carrying out his duties as a Director of the Company,
particularly when he has multiple board representations; and
• to assess, on an annual basis, the effectiveness of the Board as a whole and the contribution of each individual Director to
the effectiveness of the Board.
16 ADAMPAK
LIMITED

Corporate Governance Report


In accordance with the Articles of Association of the Company, at least one-third of the Directors will retire at the Annual General
Meeting (“AGM”) each year. The dates of initial appointment and most recent re-election of the Directors are set out below:

Director Date of Initial Appointment Date of Last Re-election


Chua Cheng Song 1.8.1998 28.4.2008
Anthony Tay Song Seng 10.1.1979 29.4.2009
George Chua Hook Beng 26.3.1996 29.4.2009
Goh Siang Khin 13.8.2004 26.4.2007
Lee Joo Hai 13.8.2004 28.4.2008
Teo Kiang Kok 13.8.2004 26.4.2007

At the forthcoming AGM, Mr Goh Siang Khin and Mr Teo Kiang Kok shall retire and be eligible, offer themselves for re-election.

Principle 5: Board Performance

The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that Directors appointed to the
Board possess the background, experience and knowledge in technology, business, finance and management skills critical to the
Company‘s business and that each Director, through his unique contributions, brings to the Board an independent and objective
perspective to enable balanced and well-considered decisions to be made. In the event that the appointment of a new Board
member is required, the criteria for the appointment will be driven by the need to position and shape the Board in line with the
needs of the Company and its business.

Review of the Board performance is undertaken by the NC annually. The NC reviews appraisal forms as part of the process
adopted for evaluating the overall effectiveness of the Board’s performance. The performance criteria for the Board evaluation
include an assessment of the size and composition of the Board, the Board’s access to information, and Board performance in
relation to discharging its key responsibilities.

Principle 6: Access of Information

In order to ensure the Board is able to fulfill its responsibilities, the Board is provided with complete, adequate and timely information
pertaining to matters to be brought before the Board for decision and detailed board papers are circulated in advance of each
Board meeting. The Directors are kept informed by the CEO on the status of on-going activities between meetings.

Where a decision has to be made other than in a Board meeting, a circulating Board’s resolution is done in accordance with the
Articles of Association of the Company and the Directors are provided with all necessary information to enable them to make
informed decisions.

The Board has separate and independent access to the management and the Company Secretary at all times. The Company
Secretary attends all Board and Committee meetings and is responsible for ensuring that Board procedures, as well as the
statutory requirements of the Companies Act, are adhered to.

Should the Directors, whether as a group or individually, require access to independent professional advice in the furtherance of
their duties, the cost of such advice will be borne by the Company.

(B) REMUNERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies


Principle 8: Level and Mix of Remuneration

The RC comprises three non-executive Directors, all of whom are independent:

Goh Siang Khin (Chairman)


Lee Joo Hai
Teo Kiang Kok

The members of the RC have many years of corporate experience and are knowledgeable in the field of executive compensation.
The RC may obtain expert professional advice on remuneration matters, if required.
Annual Report 17
2009

Corporate Governance Report


The Board has approved the written terms of reference of the RC which includes the following functions:

• to review and recommend to the Board, a framework of remuneration and to determine the specific remuneration packages
and terms of employment for each of the Directors and key executives, including those employees related to the executive
Directors and controlling shareholders of the Group; and
• to set remuneration packages which are comparable within the industry and comparable companies and to include a
performance-related element coupled with appropriate and meaningful measures of assessing individual executive Directors’
performance.

The RC reviews all aspects of remuneration including but not limited to directors’ fees, salaries, allowances, bonuses, options and
benefits-in-kind. No Director or member of the RC shall be involved in deciding his own remuneration.

Principle 9: Disclosure on Remuneration

The remuneration paid and payable to the Directors and key executives for services rendered during the financial year ended 31
December 2009 are as follows:

Remuneration of the Directors


Remuneration band Salary Bonus Directors’ Fees Profit Sharing Total
Above S$500,000
Chua Cheng Song 37% 3% 5% 55% 100%
George Chua Hook Beng 43% 4% 6% 47% 100%
Anthony Tay Song Seng 43% 4% 6% 47% 100%

Below S$250,000
Goh Siang Khin - - 100% - 100%
Teo Kiang Kok - - 100% - 100%
Lee Joo Hai - - 100% - 100%

Under the service agreements entered into with the executive Directors, Chua Cheng Song, George Chua Hook Beng and Anthony
Tay Song Seng, their remuneration consists of salary, bonus and profit share of the Group’s profit before tax, based on the
consolidated audited financial statements in respect of such financial year. Each of them is also provided a company car, of which
the cost and running expenses are borne by the Company.

Remuneration Band of Top 5 Key Executives


Below S$250,000 to
S$250,000 S$499,999
Number of the top 5 key executives (who are not directors) of the Group 5 -

There are two employees of the Group who are related to Mr Anthony Tay Song Seng, an Executive Director and controlling
shareholder. Their remuneration do not exceed S$250,000 for the financial year 2009. One of the employees is a key executive
with remuneration under “Below S$250,000” remuneration band, while the remuneration of another employee does not exceed
S$150,000 for the financial year 2009.

Share Options

Share options are granted to align employees’ interests with that of shareholders’. These options are granted with reference to
the desired remuneration structure target. Details of the share option scheme can be found in the “Directors’ Report” section of
the Annual Report.
18 ADAMPAK
LIMITED

Corporate Governance Report


(C) ACCOUNTABILITY AND AUDIT

Principle 10: Accountability

In the discharge of its duties to the shareholders, the Company seeks to provide the shareholders with a balanced and understandable
assessment of the Company’s and Group’s performance, position and prospects. The Board is committed to being open and
transparent in the conduct of the Company’s affairs, whilst preserving the commercial interests of the Company. Financial results
and other price sensitive information are disseminated to shareholders through announcements via SGXNET to the SGX-ST.
Management currently provides the Board with appropriately detailed management accounts of the Group’s performance, position
and prospects on a regular basis.

Principle 11: Audit Committee

The AC comprises three non-executive Directors, all of whom are independent:

Lee Joo Hai (Chairman)


Goh Siang Khin
Teo Kiang Kok

All members of the AC are experienced professionals. Mr Lee Joo Hai and Mr Goh Siang Khin are certified public accountants and
have accounting and related financial management expertise. Mr Teo Kiang Kok is an advocate and solicitor and is the finance
partner and head of corporate finance of a legal firm. The Board is of the view that they have the appropriate accounting and
financial management expertise and business experience to discharge their responsibilities.

The primary role of the AC is to assist the Board in fulfilling its responsibilities in financial reporting, management of financial and
control risks, and monitoring of the internal control systems.

The Board has approved the written terms of reference of the AC which includes the following duties and responsibilities:
• to review the annual audit plan of the Company’s external auditors;
• to review the results of the external auditors’ examination, their evaluation of the Group’s internal accounting controls and
their recommendations;
• to recommend to the Board, subject to shareholders’ approval, the re-appointment of the Company’s external auditors;
• to review the Group’s financial results and the announcements before submission to the Board;
• to review the Group’s interested persons transactions;
• to review non-audit services performed by the external auditors to ensure that the nature and extent of such services will
not prejudice the independence and objectivity of the external auditors before recommending to the Board; and
• to undertake other functions as required by the Listing Manual of the SGX-ST.

The AC reviews the findings of the auditors and the assistance given to them by management. Minutes of the AC meetings are
regularly circulated to the Board for its information and review.

The AC had undertaken a review and confirmed that the auditors did not provide any other non-audit services to the Company
during the financial year 2009.

The Management has put in place a whistle blowing policy, under which staff of the Company may, in confidence, raise concerns
about possible improprieties in matters of financial report or other matters. The objective for such arrangement is to ensure
independent investigation of any irregularity and for appropriate follow-up action.

Principle 12: Internal Controls

The Board believes that it is crucial to put in place a system of internal controls of the Group’s procedures and processes to
safeguard shareholders’ interests and the Group’s assets and to manage risk.

The external auditors of the Company and each of the subsidiaries conduct annual review in accordance with their audit plans, of
the effectiveness of the material internal controls, including financial, operational and compliance controls, and risk management of
the companies audited by them. Any material non-compliance or failure in internal controls and recommendations for improvements
are reviewed and consolidated by the Company’s external auditors and reported to the AC. The AC also reviews the effectiveness
of the actions taken by management on the recommendations made by the external auditors in this respect.
Annual Report 19
2009

Corporate Governance Report


The system of internal controls and the risk management process established by the Group are designed to manage, rather
than eliminate, the risk of failure in achieving the Group’s strategic objectives. It should be recognised that such system provides
reasonable, but not absolute, assurance to the integrity and reliability of the financial information and to safeguard the accountability
of the assets.

The AC has reviewed the effectiveness of the procedures described above and is satisfied that the Group’s risk management
processes and internal controls are adequate to meet the needs of the Group in its current business environment. The Board notes
that all internal control systems contain inherent limitations and no system of internal controls could provide absolute assurance
against the occurrence of material errors, poor judgment in decision-making, human error, fraud or other irregularities.

Principle 13: Internal Audit

In order to more closely monitor the internal control framework, the Company has outsourced its internal audit function to a
professional firm. The scope of the internal audit reviews is:

• to determine that internal controls are in place and functioning as intended;
• to provide assurance that key business and operational risks are identified and managed;
• to assess whether operations of the business processes under review are conducted efficiently and effectively; and
• to identify opportunities for improvement of internal controls.

The AC and the Board are satisfied that the internal audit function is adequately resourced and has appropriate standing within the
Group and the Company.

(D) COMMUNICATION WITH SHAREHOLDERS

Principle 14: Communication with Shareholders


Principle 15: Greater Shareholders Participation

The Board is mindful of the obligation to provide timely and fair disclosure of material information. The Company does not practise
selective disclosure. Price sensitive information is publicly released and results and annual reports are announced or issued within
the mandatory period and are available on the Company’s website. Shareholders are informed of shareholders‘ meetings through
notices published in the newspapers and reports or circulars sent to all shareholders. Shareholders are invited at such meetings to
put forth any questions they may have on the motions to be debated and decided upon. If any shareholder is unable to attend, he
is allowed to appoint up to two proxies to vote on his behalf at the meetings through proxy form sent in advance.

Separate resolutions are tabled at general meetings on each distinct issue.

The chairpersons of each Board committee are required to be present to address questions at general meetings. External auditors
are also present at such meetings to assist the Directors to address shareholders’ queries, if necessary.

Dealings in Securities

An internal code on dealings in securities modeled after the Best Practices Guide has been issued to Directors and key executives
setting out the code of conduct on transactions in the Company’s shares, the implications on insider trading and the recommendation
of the SGX-ST Best Practices Guide. Directors and officers are prohibited from trading in the Company’s securities during the period
commencing two weeks and one month before the announcement of the Company’s quarterly and full year results respectively,
or when they are in possession of unpublished material price sensitive information. Directors and officers are also not expected to
deal in the Company’s securities on considerations of a short-term nature.

Interested Person Transactions

In compliance with Rule 907 of the SGX-ST Listing Manual, the Group confirms that there were no interested person transactions
during the financial year under review.
20 ADAMPAK
LIMITED

Directors’ Report
For the financial year ended 31 December 2009

The directors have pleasure in presenting their report to the members together with the audited consolidated financial statements
of the Group for the financial year ended 31 December 2009 and the balance sheet of the Company at 31 December 2009.

Directors

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

Anthony Tay Song Seng


George Chua Hook Beng
Chua Cheng Song
Goh Siang Khin
Lee Joo Hai
Teo Kiang Kok

Arrangements to Enable Directors to Acquire Shares and Debentures

Neither at the end of the financial year nor at any time during the financial year was the Company a party to any arrangement whose
object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate, other than as disclosed under “Share Options” on pages 21 of this report.

Directors’ Interests in Shares and Debentures

The directors of the Company who held office at the end of the financial year had no interests in the shares and debentures of the
Company or related corporations as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 164
of the Singapore Companies Act, except as follows:

Direct interest
Name of directors and company in which At At
interests are held 1.1. 2009 31.12. 2009

The Company
Ordinary shares

Anthony Tay Song Seng 85,000,000 85,000,000


George Chua Hook Beng 12,068,750 12,068,750
Chua Cheng Song 6,617,000 8,000,000
Goh Siang Khin 75,000 75,000
Lee Joo Hai 75,000 75,000
Teo Kiang Kok 75,000 75,000

There was no change in any of the above-mentioned interests between the end of the financial year and 21 January 2010.

By virtue of Section 7 of the Singapore Companies Act, Messrs Anthony Tay Song Seng is deemed to have an interest in all the
related corporations of the Group.

Directors’ Contractual Benefits

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than as disclosed
in the financial statements), by reason of a contract made by the Company or a related corporation with the director or with a firm
of which he is a member, or with a company in which he has a substantial financial interest, except for professional fees paid to a
firm of which a director is a member as shown in the financial statements.
Annual Report 21
2009

Directors’ Report
For the financial year ended 31 December 2009

Share Options

The Adampak Employees’ Share Option Scheme (the “Scheme”) was approved and adopted by its shareholders at an Extraordinary
General Meeting held on 28 May 2008. The Scheme is administered by the Remuneration Committee which comprises the
following Directors:

Goh Siang Khin (Chairman)


Lee Joo Hai
Teo Kiang Kok

Employees (including executive directors) and non-executive directors, subject to certain conditions, are eligible to participate in
the Scheme. The Scheme provides a means to recruit, retain and give recognition to employees, and to give recognition to non-
executive directors, who have contributed to the success and development of the Company and/or the Group.

Other statutory information regarding the Scheme are set out below:

(a) The total number of shares in respect of which options may be offered on any offering date, when added to the number of
shares issued or issuable in respect of options under the Scheme shall not exceed 15% of the issued share capital of the
Company on the day prior to that offering date.

(b) The exercise price of the granted options shall be determined by the Remuneration Committee as follows:

(i) for an option granted without discount, at a price equal to the average of the last dealt prices for the share on the
Singapore Exchange Securities Trading Limited (the “SGX-ST”) for a period of five (5) consecutive market days
immediately prior to the date of grant of that option; and

(ii) for an option granted with discount, at a price which is set at the absolute discretion of the Remuneration Committee,
at a discount to the Market Price provided that the maximum discount for an option shall not exceed twenty per
cent (20%) of the Market Price in respect of that option.

(c) An option granted is valid for 5 or 10 years (unless otherwise terminated or lapsed pursuant to the rules as stipulated in the
Scheme) for non-executive directors and employees respectively and is exercisable, for an option granted without discount,
after a vesting period of 1 year and for an option granted with discount, after a vesting period of 2 years.

(d) Granted options shall be exercisable, in whole or in part, during the exercise period applicable to that option and in
accordance with the vesting schedule applicable to that option or other conditions (if any) that may be imposed by the
Committee in relation to that option. Options may be exercised, in whole or in part in respect of 1,000 shares or any multiple
thereof, by a participant giving notice in writing, accompanied by a remittance for the aggregate subscription cost in respect
of the shares for which that option is exercised. The method of settlement could be in cheque, cashier’s order, bank draft
or postal order made out in favour of the Company.

No options have been granted under the Scheme since its adoption. At the end of the financial year, there were no outstanding
options.

Audit Committee

The Audit Committee comprises three independent non-executive directors, one of whom is also the Chairman of the Committee.
The members of the Audit Committee at the date of this report are as follows:

Lee Joo Hai (Chairman)


Goh Siang Khin
Teo Kiang Kok

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Chapter 50.
In performing its functions, the Audit Committee reviewed the overall scope of the external audit and the assistance given by the
Company’s officers to the auditors. It met with the Company’s auditors to discuss the results of their examinations and evaluation
of the Company’s system of internal controls. The Audit Committee also reviewed the financial statements of the Company and the
consolidated financial statements of the Group for the financial year ended 31 December 2009 and the auditors’ report thereon.
22 ADAMPAK
LIMITED

Directors’ Report
For the financial year ended 31 December 2009

Audit Committee (Cont’d)

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

Independent Auditors

The independent auditors, LTC LLP, have expressed their willingness to accept re-appointment.

On behalf of the directors

Chua Cheng Song


Director

Anthony Tay Song Seng


Director

Singapore, 17 March 2010


Annual Report 23
2009

Statement by Directors
For the financial year ended 31 December 2009

In the opinion of the directors:

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 25 to 63
are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December
2009, and the results of the business, changes in equity and cash flows of the Group for the financial year ended on that
date; and

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

On behalf of the directors

Chua Cheng Song


Director

Anthony Tay Song Seng


Director

Singapore, 17 March 2010


24 ADAMPAK
LIMITED

Independent Auditors’ Report


To the Members of Adampak Limited
For the financial year ended 31 December 2009

We have audited the accompanying financial statements of Adampak Limited (the “Company”) and its subsidiaries (the “Group”)
set out on pages 25 to 63, which comprise the balance sheets of the Company and of the Group as at 31 December 2009,
the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other
explanatory notes.

Management’s Responsibility for the Financial Statements

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

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

(b) selecting and applying appropriate accounting policies; and

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

Auditors’ Responsibility

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

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

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

Opinion

In our opinion,

a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in
accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of
the state of affairs of the Company and of the Group as at 31 December 2009, and the results, changes in equity and cash
flows of the Group for the financial year ended on that date; and

b) the accounting and other records required by the Act to be kept by the Company and by the subsidiary incorporated in
Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

LTC LLP
Public Accountants and
Certified Public Accountants

Singapore, 17 March 2010


Annual Report 25
2009

Consolidated Statement of Comprehensive Income


For the financial year ended 31 December 2009

Group
Note 2009 2008
US$’000 US$’000

Revenue 3 54,123 55,556

Cost of sales (37,148) (38,783)


Gross profit 16,975 16,773

Other operating income 4 515 698


Distribution and selling expenses (3,665) (4,007)
Administrative expenses (4,924) (5,164)
Other operating expenses (744) (451)
Finance costs 5 (40) (176)
Profit before tax 6 8,117 7,673

Income tax expense 8 (1,625) (924)


Net profit attributable to the equity holders of the Company 6,492 6,749

Other comprehensive income, net of tax:


Translation difference relating to financial statements of subsidiaries 15 (439)
Total comprehensive income for the year 6,507 6,310

Basic and diluted earnings per share (EPS) attributable to the equity
holders of the Company (US cents) 9 2.46 2.56

The accounting policies and explanatory notes form an integral part of the consolidated financial statements.
26 ADAMPAK
LIMITED

Balance Sheets
As at 31 December 2009

Group Company
Note 2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

ASSETS

Current assets
Cash and cash equivalents 10 11,438 10,034 5,850 4,837
Trade receivables 11 16,327 11,299 11,238 7,169
Other receivables and prepayments 12 980 595 1,437 1,332
Inventories 13 6,545 7,644 2,578 3,320
35,290 29,572 21,103 16,658

Non-current assets
Subsidiaries 14 - - 10,790 10,790
Prepaid lease 15 338 340 - -
Property, plant and equipment 16 13,234 13,470 4,988 5,302
Goodwill 17 669 669 - -
14,241 14,479 15,778 16,092
Total assets 49,531 44,051 36,881 32,750

LIABILITIES

Current liabilities
Trade payables 18 7,135 4,912 4,611 2,927
Other payables and accruals 19 761 722 3,530 4,264
Borrowings 20 1,427 2,086 1,427 2,022
Income tax payable 1,098 684 911 500
10,421 8,404 10,479 9,713

Non-current liabilities
Borrowings 20 - 33 - -
Deferred taxation 22 578 489 341 386
578 522 341 386
Total liabilities 10,999 8,926 10,820 10,099
NET ASSETS 38,532 35,125 26,061 22,651

Capital and reserves


Share capital 23 15,545 15,545 15,545 15,545
Reserves 24 1,874 1,859 798 798
Retained earnings 21,113 17,721 9,718 6,308
TOTAL EQUITY 38,532 35,125 26,061 22,651

The accounting policies and explanatory notes form an integral part of the consolidated financial statements.
Annual Report 27
2009

Consolidated Statement of Changes in Equity


For the financial year ended 31 December 2009

Revaluation Translation
Share capital reserve reserve Retained
(Note 23) (Note 24) (Note 24) earnings Total
US$’000 US$’000 US$’000 US$’000 US$’000

At 1 January 2008 15,545 798 1,500 14,357 32,200


Total comprehensive income for the year - - (439) 6,749 6,310
Final dividends FY2007 paid (Note 25) - - - (2,421) (2,421)
Interim dividends FY2008 paid (Note 25) - - - (964) (964)
At 31 December 2008 15,545 798 1,061 17,721 35,125

At 1 January 2009 15,545 798 1,061 17,721 35,125


Total comprehensive income for the year - - 15 6,492 6,507
Final dividends FY2008 paid (Note 25) - - - (1,732) (1,732)
Interim dividends FY2009 paid (Note 25) - - - (1,368) (1,368)
At 31 December 2009 15,545 798 1,076 21,113 38,532

The accounting policies and explanatory notes form an integral part of the consolidated financial statements.
28 ADAMPAK
LIMITED

Consolidated Statement of Cash Flows


For the financial year ended 31 December 2009

2009 2008
US$’000 US$’000

Cash flows from operating activities


Profit before income tax 8,117 7,673
Adjustments for:
Trade receivables written off 28 -
Depreciation 1,996 2,111
Gain on disposal of plant and equipment (14) (18)
Interest income (53) (123)
Interest expense 40 176
Allowance for impairment of trade receivables 15 37
Allowance for inventory obsolescence 28 55
Inventories written (back)/off (42) 106
Operating cash flow before working capital changes 10,115 10,017
Changes in operating assets and liabilities:-
Inventories 995 (553)
Trade and other receivables and prepayments (5,151) 2,253
Trade and other payables and accruals 2,295 (1,741)
Cash generated from operations 8,254 9,976
Income tax paid (1,108) (1,250)
Net cash generated from operating activities 7,146 8,726
Cash flows from investing activities
Interest received 53 123
Purchases of plant and equipment (1,922) (644)
Proceeds from disposal of plant and equipment 45 197
Net cash used in investing activities (1,824) (324)

Cash flows from financing activities


Interest paid (40) (176)
Proceeds from borrowings 1,339 4,567
Repayments of borrowings (2,058) (5,375)
Dividends paid (3,100) (3,385)
Net cash used in financing activities (3,859) (4,369)
Net increase in cash and cash equivalents 1,463 4,033
Cash and cash equivalents at beginning of the financial year 10,034 6,083
Effect of exchange rate changes (67) (82)
Cash and cash equivalents at end of the financial year (Note 10) 11,430 10,034

The accounting policies and explanatory notes form an integral part of the consolidated financial statements.
Annual Report 29
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.

1. Corporate Information

Adampak Limited (the “Company”) is a public limited company domiciled and incorporated in Singapore and is publicly
traded on the Singapore Exchange Securities Trading Limited. The address of its registered office is 6 Loyang Way 4,
Singapore 507605.

The principal activities of the Company are the manufacturing of labels, seals and other die-cut components mainly for
the electronics, pharmaceutical/medical equipment and supplies and chemical industries. There have been no significant
changes in the nature of these activities during the financial year.

The principal activities of the subsidiaries are stated in Note 14 to the consolidated financial statements.

There have been no significant changes in the nature of these activities during the financial year.

2. Significant Accounting Policies

2.1 Basis of preparation

(a) Basis of accounting

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
The financial statements have been prepared under the historical cost convention, except as disclosed in the
accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the
process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates
and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in Note 2.2.

(b) Interpretations and amendments to published standards effective in 2009

On 1 January 2009, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are
mandatory for application from that date. Changes to the Group’s accounting policies have been made as required,
in accordance with the transitional provisions in the respective FRS and INT FRS.

The following are the new or revised FRS and INT FRS that are relevant to the Group:

• FRS 1 (revised) Presentation of financial statements (effective from 1 January 2009)

The revised FRS 1 separates owner and non-owner changes in equity. The statement of changes in equity
includes only details of transactions with owners, with all non-owner changes in equity presented in the
statement of comprehensive income. In addition, the Standard introduces the statement of comprehensive
income which presents income and expenses recognised in the period. This statement may be presented
in one single statement, or two linked statements. The Group has elected to present this statement as two
linked statements.

• FRS 108 Operating segments (effective from 1 January 2009)

 RS 108 replaces FRS 14 Segment reporting, and requires a ‘management approach’, under which
F
segment information is presented on the same basis as that used for internal reporting purposes. The Group
determined that the reportable operating segments are the same as the business segments previously
identified under FRS 14. Segment revenue, segment assets and liabilities and capital expenditure are also
measured on a basis that is consistent with internal reporting.
30 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.1 Basis of preparation (cont’d)

(b) Interpretations and amendments to published standards effective in 2009 (cont’d)

• Amendment to FRS 107 Improving disclosures about financial statements (effective from 1 January 2009)

The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular,
the amendment requires disclosure of fair value measurements by level of a fair value measurement
hierarchy. The adoption of the amendment results in additional disclosures but does not have an impact on
the accounting policies and measurement bases adopted by the Group.

2.2 Significant accounting estimates and judgements

Critical accounting estimates, assumptions and judgements

Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstance.

(a) Estimated impairment of non-financial assets

Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired. This
requires an estimation of the value in use of the cash-generating unit to which goodwill is allocated. Estimating the
value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating
unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Property,
plant and equipment and investments in subsidiaries are tested for impairment whenever there is any objective
evidence or indication that these assets may be impaired.

(b) Impairment of loans and receivables

Management reviews its loan and receivables for objective evidence of impairment periodically. Significant financial
difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant delay in
payments are considered objective evidence that a receivable is impaired. In determining this, management makes
judgement as to whether there is observable data indicating that there has been a significant change in the payment
ability of the debtor, or whether there have been significant changes with adverse effect in the technological, market,
economic or legal environment in which the debtor operates in. As at 31 December 2009, the carrying amount
of trade and other receivables amounted to US$17,307,000 (2008: US$11,894,000) and US$12,675,000 (2008:
US$8,501,000) respectively.

Where there is objective evidence of impairment, management makes judgements as to whether an impairment
loss should be recorded as an expense. In determining this, management uses estimates based on historical loss
experience for assets with similar credit risk characteristics. The methodology and assumptions used for estimating
both the amount and timing of future cash flows are reviewed regularly to reduce any differences between the
estimated loss and actual loss experience.

(c) Uncertain tax positions

The Group is subject to income taxes in numerous jurisdictions. In determining the income tax liabilities, management
is required to estimate the amount of capital allowances and the deductibility of certain expenses (“uncertain tax
positions”) at each tax jurisdiction. There are certain transactions and computations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax
issues based on estimates of whether additional taxes will be due. Where the final tax income of these matters is
different from the amounts that were initially recognised, such differences will impact the income tax and deferred
tax provisions in the period in which such determination is made. The carrying amount of taxation and deferred tax
at balance sheet date is disclosed in the balance sheet.
Annual Report 31
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.3 Basis of consolidation

(a) Subsidiaries

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial
and operating policies, generally accompanied by a shareholding giving rise to majority of the voting rights. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity.

The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition
is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at
the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired, liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values on the date of
acquisition, irrespective of the extent of non-controlling interest. Please refer to Note 2.6 for the Group’s accounting
policy on goodwill on acquisition of subsidiaries.

Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated
from to the date on which that control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions
between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment
indicator of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries
to ensure consistency of accounting policies with those of the Group.

Minority interests are that part of the net results of operations and of net assets of a subsidiary attributable to the
interests which are not owned directly or indirectly by the Group. They are measured at the minorities’ share of fair value
of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of
changes in equity since the date of acquisition, except when the minorities’ share of losses in a subsidiary exceeds
its interests in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minorities
are attributed to the equity holders of the Company, unless the minorities have a binding obligation to, and are able
to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority
interests are attributed to the equity holders of the Company until the minorities’ share of losses previously absorbed
by the equity holders of the Company are fully recovered.

Please refer to Note 2.7 for the Company’s accounting policy on investments in subsidiaries.

(b) Transactions with minority interests

The Group applies a policy of treating transactions with minority interests as transactions with parties external to
the Group. Disposal to minority interests result in gains and losses for the Group that are recognised in the income
statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid
and the Group’s incremental share of the carrying value of identifiable net assets of the subsidiary.

2.4 Revenue recognition

Revenue comprises the fair value of the consideration received or receivables for the sale of goods, in the ordinary course
of the Group’s activities. Revenue is presented, net of value-add tax, rebates and discounts, and after eliminating sales
within the Group.

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that
the collectability of the related receivables is reasonably assured and when the specific criteria for each of the Group’s
activities are met as follows:

(a) Sale of goods

Revenue from the sale of goods is recognised when a Group entity has delivered the products to the customer, the
customer has accepted the products and collectibility of the related receivables is reasonably assured.
32 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.4 Revenue recognition (cont’d)

(b) Interest income

Interest income is recognised on a time-proportion basis, using effective interest method.

(c) Dividend income

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

2.5 Property, plant and equipment

(a) Measurement

 ll property, plant and equipment are initially stated at cost and subsequently carried at cost less accumulated
A
depreciation and accumulated impairment loss, except for a leasehold factory building at 10 Loyang Drive, Singapore,
stated at valuation as at 31 December 1996 revalued by the directors based on an independent professional
valuation on the estimated open market value on an existing use basis less subsequent depreciation. Surplus on
revaluation of such leasehold factory building was taken to revaluation reserve.

In accordance with the relevant accounting standards, an entity that had revalued its property, plant and equipment
before 1st January 1984 (in accordance with the prevailing accounting standard at that time); or performed any one-
off revaluation on its property, plant and equipment between 1st January 1984 and 31st December 1996 (both date
inclusive), there will be no need for the enterprise to revalue its assets in accordance with the standard.

(b) Component of costs

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that
is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating
in the manner intended by management. Cost also includes borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset and any fair value gains or losses on qualifying cash flow
hedges of property, plant and equipment that are transferred from the hedging reserve.

(c) Depreciation

Depreciation on property, plant and equipment is calculated to allocate the depreciable cost or valuation over their
estimated useful lives by the straight-line method. The estimated useful lives are as follows:

Useful lives
Leasehold factory buildings 30 to 50 years
Plant and equipment 3 to 20 years
Motor vehicles 5 years
Renovations 3 years

The residual values and estimated useful lives and depreciation method of property, plant and equipment are
reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the
income statement when the changes arise.

(d) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the
carrying amount of the asset only when it is probable that future economic benefits, associated with the item will
flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are
recognised in the income statement when incurred.
Annual Report 33
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.5 Property, plant and equipment (cont’d)

(e) Disposal

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and
its carrying amount is taken to the income statement. Any amount in revaluation reserve relating to that asset is
transferred to retained earnings directly.

2.6 Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable
net assets and contingent liabilities of the acquired subsidiaries at the date of the acquisition.

Goodwill is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units
(“CGU”) expected to benefit from synergies arising from the business combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable
amount of the CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and
then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period.

2.7 Investments in subsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses (Note 2.22) in the Company’s balance
sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount
of the investments is taken to the income statement.

2.8 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in, first-out method. The
cost of finished goods and work-in-progress comprise raw materials, direct labour, other direct costs and related production
overheads (based on normal operating capacity) but exclude borrowing costs. The net realisable value is the estimated
selling price in the ordinary course of business, less the cost of completion and selling expenses.

2.9 Financial assets

(a) Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and
receivables, held-to-maturity, and available-for-sale. The classification depends on the nature of the asset and the
purpose for which the assets were acquired. Management determines the classification of its financial assets at
initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are presented as current assets, except for those maturing later than 12 months after the
balance sheet date which are presented as non-current assets. Loans and receivables are presented as “trade and
other receivables” and “cash and cash equivalents” on the balance sheet.
34 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.9 Financial assets (cont’d)

(b) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date - the date on which the Group
commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or
have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal
of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in the income
statement. Any amount in the fair value reserve relating to that asset is transferred to the income statement.

(c) Initial measurement

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value
through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through
profit or loss are recognised immediately as expenses.

(d) Subsequent measurement

Financial assets, both available-for-sale and at fair value through profit or loss are subsequently carried at fair value.
Loans and receivables and financial assets, held-to-maturity are subsequently carried at amortised cost using the
effective interest method.

Changes in the fair values of financial assets at fair value through profit or loss including the effects of currency
translation, interest and dividends, are recognised in the income statement when the changes arise.

(e) Impairment

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group
of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

Loans and receivables

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant
delay in payments are objective evidence that these financial assets are impaired.

The carrying amount of these assets is reduced through the use of an impairment allowance account which is
calculated as the difference between the carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line
item in the income statement.

The allowance for impairment loss account is reduced through the income statement in a subsequent period when
the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying
amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed
the amortised cost had no impairment been recognised in prior periods.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits with financial institutions and bank overdrafts. Bank overdrafts
are included in borrowings on the balance sheet. Cash equivalents are short-term highly liquid equity investments that are
readily convertible to known amounts of cash and are subjected to an insignificant risk of change in value.
Annual Report 35
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.11 Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to deter settlement for at least
12 months after the balance sheet date.

Borrowings are recognised initially at fair value (net of transaction costs) and subsequently carried at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement
over the period of the borrowings using the effective interest method.

2.12 Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective
interest method.

2.13 Assets under hire purchase

Where assets are under hire purchase agreements, the assets are capitalised in the financial statements and the
corresponding obligation treated as a liability. The assets so capitalised are depreciated in accordance with the Group’s
accounting policy on depreciation of property, plant and equipment. The total interest, being the difference between the
total instalments payable and the capitalised amount is charged to the income statement to give a constant periodic rate of
charge on the remaining balance of the obligation.

2.14 Leases

Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are
classified as finance leases.

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on
the balance sheet as property, plant and equipment and borrowings respectively at the inception of the leases at the lower
of the fair values of the leased assets and the present values of the minimum lease payments.

Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The
finance expense is recognised in the income statement on a basis that reflects a constant periodic rate of interest on the
finance lease liability.

Lessee – Operating lease

Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income
statement on a straight-line basis over the period of the lease.

2.15 Prepaid lease

Prepaid lease represents land use rights which is stated at cost and are amortised over the period of the lease on a straight-
line basis to the income statement.

Prepaid lease which is to be amortised in the next twelve months or less is classified as current assets.

2.16 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are
deducted against the share capital account.
36 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.17 Foreign currency

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operations (“functional currency”). The consolidated financial statements
and balance sheet of the Company are presented in United States Dollar (“USD”). All amounts have been rounded
to the nearest thousands (US$’000) unless otherwise stated.

(b) Foreign currency transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional
currency using the exchange rates at the dates of the transactions. Currency translation differences from the
settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at the closing rates at the reporting date are recognised in the income statement, unless they arise from
borrowings in foreign currencies, other currency instruments designated and qualifying as net investment hedges
and net investment in foreign operations. Those currency translation differences are recognised in the currency
translation reserve in the consolidated financial statements and transferred to the income statement as part of the
gain or loss on disposal of the foreign operation.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date
when the fair values are determined.

(c) Translation of Group entities’ financial statements

The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency
as follows:

(i) assets and liabilities are translated at the closing exchange rates at the reporting date;

(ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income
and expenses are translated using the exchange rates at the dates of the transactions); and

(iii) all resulting currency translation differences are recognised in the other comprehensive income.

 oodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are
G
treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date. For
acquisitions prior to 1 January 2005, the exchange rates at the dates of acquisition are used.

2.18 Finance costs

Interest expense and similar charges are expensed in the income statement in the period in which they are incurred, except
to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset
which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of
finance lease payments is recognised in the income statement using the effective interest method.

2.19 Income taxes

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from
the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet
date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
Annual Report 37
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.19 Income taxes (cont’d)

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, and associated
companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by
the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet
date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that
the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from
a business combination is adjusted against goodwill on acquisition.

2.20 Employee benefits

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

(a) Defined contribution plans



The Group participates in the national pension schemes as defined by the laws of the countries in which it has
operations. In particular, the Company makes contributions to the Central Provident Fund scheme in Singapore, a
defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an
expense in the period in which the related service is performed.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the
estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

(c) Share-based compensation

 he Group operates an equity-settled, share-based compensation plan. The fair value of the employee services
T
received in exchange for the grant of the options is recognised as an expense in the income statement with a
corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over
the vesting period is determined by reference to the fair value of the options granted on the date of the grant. Non-
market vesting conditions are included in the estimation of the number of shares under options that are expected to
become exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number
of shares under options that are expected to become exercisable on the vesting date and recognises the impact of
the revision of the estimates in the income statement, with a corresponding adjustment to the share option reserve
over the remaining vesting period.

When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously
recognised in the share option reserve are credited to share capital account, when new ordinary shares are issued.
38 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.21 Provisions

 rovisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is
P
more likely than not that an outflow of resources will be required to settle the obligation, and the amount has been reliably
estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a
pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the
obligation.

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the income statement
when the changes arise.

2.22 Impairment of non-financial assets

At each balance sheet, the Group reviews the carrying amounts of its tangible assets to determine whether there is any
indication of impairment. If any such impairment exists, the assets’ recoverable amounts are estimated. An impairment loss
is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The
impairment loss is charged to the income statement unless it reverses a previous revaluation, credited to equity, in which
case it is charged to equity.

(a) Calculation of recoverable amount

Property, plant and equipment and investments in subsidiaries are reviewed for impairment whenever there is any
indication that these assets may be impaired. If any such indication exists, the recoverable amount (i.e. the higher
of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment
loss.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset
basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this
is the case, recoverable amount is determined for the CGU to which the asset belongs to.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount. The impairment loss is recognised in the
income statement unless the asset is carried at revalued amount, in which case, such impairment loss is treated as
a revaluation decrease.

(b) Reversal of impairment

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine
the assets’ recoverable amount since the last impairment loss was recognised. The carrying amount of an asset is
increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that
would have been determined (net of amortisation or depreciation) has no impairment loss been recognised for the
asset in prior years. A reversal of impairment loss for an asset is recognised in the income statement, unless the
asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

2.23 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the
grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related
costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown
separately as other income.

Government grants relating to assets are deducted against the carrying amount of the assets.
Annual Report 39
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

2. Significant Accounting Policies (cont’d)

2.24 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee
whose members are responsible for allocating resources and assessing performance of the operating segments.

2.25 Dividends to Company’s shareholders

Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the
financial year in which dividends are approved by the shareholders.

3. Revenue

Group
2009 2008
US$’000 US$’000

Trading income from manufactured goods 53,292 55,303


Trading income from merchandise 831 253
54,123 55,556

4. Other Operating Income

Group
2009 2008
US$’000 US$’000

Cash discounts 202 226


Government grant-Jobs Credit Scheme 217 -
Foreign exchange gain (net) - 297
Gain on disposal of plant and equipment 14 18
Interest income 53 123
Reversal of allowance for impairment of trade receivables - 3
Sundry income 29 31
515 698

The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses preserve jobs in
the economic downturn. The Jobs Credit will be paid to eligible employers in 2009 in four payments and the amount an
employer can receive would depend on the fulfillment of the conditions as stated in the scheme.
40 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

5. Finance Costs

Group
2009 2008
US$’000 US$’000

Bank loans interest 9 117


Bank overdraft interest 10 18
Hire purchase interest 1 2
Revolving credit interest 20 39
40 176

6. Profit Before Tax

This is determined after charging/(crediting) the following:

Group
Note 2009 2008
US$’000 US$’000

Auditors’ remuneration
- auditors of the Company 36 36
- other auditors 63 52
Depreciation of property, plant and equipment 16 1,996 2,111
Directors’ fees 150 144
Directors’ remuneration 1,118 1,099
Foreign exchange loss/(gain) - net 359 (297)
Factory rental expenses - operating lease expenses 469 515
Allowance for impairment of trade receivables 15 37
Allowance for inventory obsolescence 28 55
Employee compensation 7 10,714 11,699
Inventories written (back)/off (42) 106
Trade receivables written off 28 -

There was no non-audit fee paid to the auditors of the Company for the financial year ended 31 December 2009 (2008: nil).

7. Employee Compensation

Group
2009 2008
US$’000 US$’000

Employers’ contribution to defined contribution plans 765 873


Wages, salaries and incentives 9,634 10,484
Other personnel expenses 315 342
10,714 11,699
Annual Report 41
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

8. Income Tax Expense

Group
2009 2008
US$’000 US$’000

Income tax
Current year 1,479 1,022
Underprovision in prior years 62 120
1,541 1,142

Deferred tax
Current year (66) 23
Under/(over) provision in prior years 150 (241)
84 (218)
1,625 924

A reconciliation of the statutory tax rate to the Group’s effective tax rate applicable to profit before tax was as follows:

Group
2009 2008
US$’000 US$’000

Profit before tax 8,117 7,673

Income tax expense at 17% (2008: 18%) 1,380 1,381


Effects of:
- expenses not deductible for tax purposes 692 693
- income not subject to tax (691) (983)
- income subject to concessionary tax rates (45) (90)
- tax rebate and incentives (234) (37)
- change in tax rate (20) (3)
- different tax rate of overseas operations 333 34
- underprovision for prior years’ tax 62 120
- under/(over)provision for prior years’ deferred tax 150 (241)
- others (2) 50
1,625 924

The corporate income tax rate applicable to Singapore companies of the Group was reduced to 17% for the year of
assessment 2010 onwards from 18% for the year of assessment 2009.

Adampak & Print (Phils.) Inc., a subsidiary in Philippines, registered with Philippines Economic Zone Authority (PEZA) as a
non-pioneer enterprise engaged in the printing of adhesive labels for electronic, pharmaceutical, and chemical industries, is
subject to the payment of 5% tax on gross income earned, in lieu of payments of national tax and local taxes.

Adampak (Thailand) Limited, a subsidiary in Thailand was granted certain promotional privileges under the relevant laws
and regulations in Thailand. Accordingly, it is exempted from corporate income tax on net profit for a period of seven years
under certain conditions, commencing from the date when revenue was first derived. This exemption has expired in March
2009.

Subject to agreement with the Tax Authority and compliance with certain conditions of the Income Tax Act and meeting
certain statutory requirements by those subsidiaries in their countries of incorporation, the Group has unabsorbed tax
losses of US$515,000 (2008: US$1,360,000) and unutilised capital allowances of US$186,000 (2008: NIL) as at the end of
the financial year which are available for set off against future taxable income.
42 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

9. Basic And Diluted Earnings Per Share

Basic and diluted earnings per share (“EPS”) is calculated based on the consolidated net profit attributable to equity holders
of the Company divided by the weighted average number of ordinary shares in issue of 263,625,000 (2008: 263,625,000)
during the financial year.

There were no options and warrants granted during the financial year, hence, there was no potential dilution of EPS as at
the end of the financial year.

10. Cash And Cash Equivalents

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Cash at bank and on hand 9,915 8,074 5,035 4,024


Fixed deposits with banks 1,523 1,960 815 813
Cash and cash equivalents 11,438 10,034 5,850 4,837
Bank overdrafts (Note 20) (8) - (8) -
Cash and cash equivalents in cash flow statement 11,430 10,034 5,842 4,837

Fixed deposits at the balance sheet date have an average maturity of two-weeks to one month (2008: two-weeks) since the
end of the financial year with effective interest rates ranging 0.15% to 2.10% (2008: 0.75% to 4.30%) per annum.

A fixed deposit of US$36,000 (2008: US$33,000) of the Group is pledged to a financial institution to secure banker’s
guarantees (see Note 28).

The exposure of cash and cash equivalents to foreign currency risk and interest rate risks are disclosed in Note 30 (b) and
(c) respectively.

11. Trade Receivables

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Third parties 16,465 11,424 7,705 5,260


Less: allowance for impairment of receivables (138) (125) (24) (24)
16,327 11,299 7,681 5,236

Subsidiaries - - 3,557 1,933


16,327 11,299 11,238 7,169

The credit risk and foreign currency risk of current trade receivables are disclosed in Note 30(a) and (b) respectively.

Allowances for impairment of receivables of US$60,000 (2008: US$40,000) are recognised as an expense and are included
in “Other operating expenses”.
Annual Report 43
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

11. Trade Receivables (cont’d)

The movement in the allowance for impairment of receivables during the financial year is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

At 1 January 125 86 24 14
Current year allowance 60 40 - 10
Amount written off (1) - - -
Reversal of allowance for impairment of receivables (45) (3) - -
Translation difference (1) 2 - -
At 31 December 138 125 24 24

Transactions with subsidiaries are unsecured and priced on an arm’s length basis. There is no allowance for impairment of
receivables arising from the outstanding balances.

The age analysis of trade receivables past due but not impaired as at the reporting date is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Not past due 10,638 4,458 5,116 3,337


Past due 0 – 30 days 2,579 2,622 1,632 1,073
Past due 31 – 120 days 1,547 1,699 2,413 879
Past due more than 120 days 252 280 1,351 150
15,016 9,059 10,512 5,439

Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record
with the Group.

The carrying amount of trade receivables individually determined to be impaired and the movement in the related allowance
for impairment of receivables are as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Gross amount 1,449 2,365 750 1,754


Less: allowance for impairment of receivables (138) (125) (24) (24)
1,311 2,240 726 1,730
44 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

11. Trade Receivables (cont’d)

Trade receivables that are past due and/or impaired

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. The concentration of the risk is limited due to
the large customer base. The Group does not hold any collateral over the past due balances. Accordingly, the management
believes that there is no further impairment required in excess of the allowance for impairment of trade receivables.

The credit risk for trade receivables by geographical areas as at the reporting date is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

China 5,641 3,189 5,282 2,971


Malaysia 3,477 2,503 1,489 637
Philippines 888 588 134 -
Singapore 2,078 1,926 2,015 1,871
Thailand 3,878 2,494 2,136 1,254
Others 365 599 182 436
16,327 11,299 11,238 7,169

12. Other Receivables And Prepayments

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Deferred discounts from suppliers 16 12 18 12


Deposits 343 65 96 65
Prepayments 197 181 78 91
Staff loans 1 1 - -
Subsidiaries - - 1,106 1,054
Sundry debtors 159 140 139 110
Tax refundable 264 196 - -
980 595 1,437 1,332

Tax refundable comprises tax paid that is in dispute and tax overpaid by subsidiaries.

The amounts due from subsidiaries are unsecured, interest-free and repayable on demand. The amounts due from staff are
unsecured, interest-free and repayable through monthly salary deductions.
Annual Report 45
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

13. Inventories

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Raw materials 4,109 5,109 1,395 2,182


Work-in-progress 492 98 283 41
Finished products 2,222 2,684 1,049 1,226
Less: allowance for inventory obsolescence (278) (247) (149) (129)
6,545 7,644 2,578 3,320

The cost of inventories recognised as an expense and included in “cost of sales” amounts to USD26,923,000 (2008:
USD27,007,000).

The movement in the allowance for inventory obsolescence during the financial year is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

At 1 January 247 219 129 129


Current year allowance 152 200 20 -
Reversal of allowance for inventory obsolescence (124) (134) - -
Amount written off - (33) - -
Translation difference 3 (5) - -
At 31 December 278 247 149 129

14. Subsidiaries

Company
2009 2008
US$’000 US$’000

Unquoted equity shares, at cost 10,790 10,790


46 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

14. Subsidiaries (cont’d)

The subsidiaries as at 31 December 2009 are:

Country of Effective
incorporation/ Percentage
place of of equity
Name of company Principal Activities business interest held
2009 2008
% %

Adampak & Print (Phils.) Inc. (i) Manufacture of labels mainly for Philippines 100 100
the electronics, pharmaceutical
and chemical industries

Adampak Screen Printing Pte. Ltd. (ii) Investment Holding Singapore 100 100

Adampak (Thailand) Ltd (iii) Manufacture of labels mainly for Thailand 100 100
the electronics, pharmaceutical
and chemical industries

Adampak (Suzhou) Co., Ltd. (iv) Manufacture of labels mainly for People’s Republic 100 100
the electronics, pharmaceutical of China
and chemical industries (“PRC”)

Aident Corporation Sdn. Bhd. (v) Manufacture of labels and Malaysia 100 (vi) 100 (vi)
adhesive labels

Aident Corporation (KL) Sdn. Bhd. (v) Manufacture of labels and Malaysia 100 (vii) 100 (vii)
adhesive labels

(i) Audited by Punongbayan & Araullo, Philippines.


(ii) Audited by LTC LLP, Singapore.
(iii) Audited by Ernst & Young Office Limited, Thailand.
(iv) Audited by Suzhou Allpro Certified Public Accountants Co., Ltd., PRC.
(v) Audited by KPMG, a firm of Chartered Accountants, Malaysia.
(vi) Direct interest of 75% (2008: 75%) and indirect interest via Adampak Screen Printing Pte. Ltd. of 25%
(2008: 25%).
(vii) Direct interest of 25% (2008: 25%) and indirect interest via Aident Corporation Sdn. Bhd. of 75% (2008: 75%).
Annual Report 47
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

14. Subsidiaries (cont’d)

The details of subsidiaries of Aident Corporation Sdn Bhd and Aident Corporation (KL) Sdn Bhd are as follows:

Country of
incorporation/ Effective equity
Name Principal activities place of business interest held
2009 2008
% %

AG Label Sdn. Bhd. (i) Trading in labels and adhesive labels Malaysia 100 (iii) 100 (iii)

Aident Corporation Manufacture and trading of labels PRC 100 (iv) 100 (iv)
(Tianjin) Ltd. (ii)

Aident Corporation Under member’s voluntary liquidation PRC 100 (iv) 100 (iv)
(Shanghai) Ltd. (v)

(i) Audited by KPMG, a firm of Chartered Accountants, Malaysia.


(ii) Audited by Yue Hua Certified Public Accountants Co., Ltd, PRC.
(iii) AG Label Sdn Bhd is a wholly owned subsidiary of Aident Corporation (KL) Sdn. Bhd.
(iv) These companies are wholly owned subsidiaries of Aident Corporation Sdn. Bhd.
(v) Aident Corporation (Shanghai) Ltd is currently not audited for the financial year ended 31 December 2009 as it has
been placed under voluntary liquidation since January 2008.

The audit committee has reviewed the size, availability and experience of the professional staff of those auditors of the
Group’s subsidiaries, in which LTC LLP, are not the auditors, and considers them as suitable pursuant to Rule 716 of the
SGX-ST’s Listing Manual.

15. Prepaid Lease

Group
2009 2008
US$’000 US$’000

Cost
At 1 January 395 412
Translation difference 5 (17)
At 31 December 400 395

Accumulated amortisation
At 1 January (48) (43)
Current year amortisation (6) (7)
Translation difference (1) 2
At 31 December (55) (48)
345 347
Transfer to prepaid lease (current) (7) (7)
Net carrying value 338 340

Prepaid lease is capitalised and amortised by the Group on a straight-line basis over the lease term of the land of 60
years.

The amortisation period and method are reviewed at each financial year-end. The amortisation expense is recognised in
the income statement through the “Administrative expenses” line item.
48 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

16. Property, Plant And Equipment

Valuation Cost
Leasehold Leasehold
factory factory Plant and Motor
building buildings equipment vehicles Renovations Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Group

Valuation/Cost
At 1 January 2009 1,802 4,405 22,082 1,255 1,971 31,515
Additions - - 1,594 163 165 1,922
Disposals - - (37) (185) (138) (360)
Translation differences - 16 82 5 25 128
At 31 December 2009 1,802 4,421 23,721 1,238 2,023 33,205

Accumulated depreciation
At 1 January 2009 428 1,196 14,082 778 1,561 18,045
Charge 36 123 1,317 185 335 1,996
Disposals - - (37) (154) (140) (331)
Translation differences - 3 121 10 127 261
At 31 December 2009 464 1,322 15,483 819 1,883 19,971

Net book value


At 31 December 2009 1,338 3,099 8,238 419 140 13,234

Valuation/Cost
At 1 January 2008 1,802 4,459 22,144 1,320 1,976 31,701
Additions - 5 539 78 22 644
Disposals - - (438) (104) (49) (591)
Translation differences - (59) (163) (39) 22 (239)
At 31 December 2008 1,802 4,405 22,082 1,255 1,971 31,515

Accumulated depreciation
At 1 January 2008 392 1,080 13,255 665 1,338 16,730
Charge 36 125 1,406 192 352 2,111
Disposals - - (316) (62) (32) (410)
Translation differences - (9) (263) (17) (97) (386)
At 31 December 2008 428 1,196 14,082 778 1,561 18,045

Net book value


At 31 December 2008 1,374 3,209 8,000 477 410 13,470
Annual Report 49
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

16. Property, Plant And Equipment (cont’d)

Valuation Cost
Leasehold Leasehold
factory factory Plant and Motor
building buildings equipment vehicles Renovations Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Company

Valuation/Cost
At 1 January 2009 1,802 2,599 8,850 468 402 14,121
Additions - - 83 144 2 229
Disposals - - (28) (127) - (155)
At 31 December 2009 1,802 2,599 8,905 485 404 14,195

Accumulated depreciation
At 1 January 2009 428 987 6,742 303 359 8,819
Charge 36 87 338 64 12 537
Disposals - - (27) (122) - (149)
At 31 December 2009 464 1,074 7,053 245 371 9,207

Net book value


At 31 December 2009 1,338 1,525 1,852 240 33 4,988

Valuation/Cost
At 1 January 2008 1,802 2,599 8,776 468 402 14,047
Additions - - 102 - - 102
Disposals - - (28) - - (28)
At 31 December 2008 1,802 2,599 8,850 468 402 14,121

Accumulated depreciation
At 1 January 2008 392 900 6,409 240 347 8,288
Charge 36 87 355 63 12 553
Disposals - - (22) - - (22)
At 31 December 2008 428 987 6,742 303 359 8,819

Net book value


At 31 December 2008 1,374 1,612 2,108 165 43 5,302

(a) As at 31 December 2008, included in property, plant and equipment of the Group was a motor vehicle with a net
carrying amount of US$34,000 acquired under hire purchase arrangement.

(b) As at 31 December 2008, certain banking facilities of the Company were secured by mortgage of the leasehold
factory buildings of the Company with net carrying amount of US$2,987,000 (Note 20). The mortgage was fully
discharged during the financial year.

(c) The Company’s leasehold building at 10 Loyang Drive, Singapore was revalued by the directors in 1996 based on
an independent professional valuation on the estimated open market value on an existing use basis. The surplus
on revaluation was credited to the asset revaluation reserve. If this asset had been carried at cost less accumulated
depreciation, the net carrying amount as at the end of the financial year would have been US$716,000 (2008:
US$738,000).
50 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

17. Goodwill

Group
2009 2008
US$’000 US$’000

Represent:
At 1 January / 31 December
Goodwill arising on consolidation 669 669

Impairment tests for goodwill

Goodwill is allocated to the Group’s cash generating units (“CGU”) identified according to countries of operation. The
carrying amount of goodwill is allocated to Aident Corporation Sdn Bhd and its subsidiaries.

The recoverable amount of a CGU is determined based on value-in-use calculations. Cash flow projections used in these
calculations are based on financial budgets approved by management covering a 5-year period at an estimated growth
of 0% - 10% (2008: 0% - 10%) per annum. The discount rate used of 7.5% (2008: 7.5%) is pre-tax and reflected specific
risks relating to the relevant segments.

Based on the assumptions used, the carrying value of goodwill as at 31 December 2009 approximate their recoverable
amount.

18. Trade Payables

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Non-related parties 7,135 4,912 4,611 2,927

19. Other Payables And Accruals

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Subsidiaries - - 2,769 3,542


Accrual for directors’ fees 150 144 150 144
Accrual for directors’ incentives 611 578 611 578
761 722 3,530 4,264

The amount due to subsidiaries are unsecured, interest-free and repayable on demand.
Annual Report 51
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

20. Borrowings

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Current
Bank overdrafts - unsecured (Note 10) 8 - 8 -
Bankers’ acceptances - unsecured - 20 - -
Bank loans - unsecured - 640 - 604
Obligations under hire purchase contracts - secured
(Note 21) - 8 - -
Revolving credits - unsecured 1,419 1,418 1,419 1,418
1,427 2,086 1,427 2,022

Non-current
Bank loans - unsecured - 33 - -
Total borrowings 1,427 2,119 1,427 2,022

The maturity of bank loans is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Within one year - 640 - 604


After one year but within five years - 33 - -
- 673 - 604

The average effective interest rates of bank overdrafts and revolving credits are 5.25% and 1.87% (2008: 5.25% and 2.69%)
per annum respectively. Bankers’ acceptances are subject to interest rate at 0.6% (2008: 0.6%) per annum above banks’
effective cost of funds. The bank overdraft is repayable on demand.

The effective interest rates of the bank loans ranged from 5.55% to 6.85% (2008: 3.68% to 6.85%) per annum. The bank
loans have been fully settled during the financial year.

The fair value of the non-current loans, for disclosure purposes, was US$37,000 for the financial year ended 31 December
2008. This is calculated based on the present value of future principal and interest cash flow, discounted at the market
borrowing rates of an equivalent instrument at the reporting date.

The exposure of borrowings to interest rate risk is disclosed in Note 30(c).

The banking facilities of a subsidiary are guaranteed by the Company.


52 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

21. Obligations Under Hire Purchase Contracts

Group
Minimum lease Present value of minimum
Payments lease payments
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Minimum lease payments payable:


Within one year - 9 - 8
Less: future finance charges - (1) - -
Present value of minimum lease payments - 8 - 8

The Group effective interest rate of the hire purchase was 5.14% per annum for the financial year ended 31 December 2008.

22. Deferred Taxation

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Tax effect of deferred taxation:


Excess of capital allowances over depreciation 643 507 385 393
Provisions (65) (18) (44) (7)
578 489 341 386

The analysis of deferred taxation is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Within one year 157 196 17 77


After one year 421 293 324 309
578 489 341 386

The movement in deferred income tax account is as follows:

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

At 1 January 489 712 386 376


Effects of change in Singapore tax rate (21) - (21) -
Currency translation differences 5 (4) - -
Tax charge/(credited) 105 (219) (24) 10
At 31 December 578 489 341 386
Annual Report 53
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

23. Share Capital

Group and Company


2009 2008
No of shares No of shares
(’000) US$’000 (’000) USS$’000

Ordinary shares issued and fully paid:


At 1 January/31 December 263,625 15,545 263,625 15,545

All issued ordinary shares are fully paid. There is no par value for these ordinary shares.

Capital Management

The Board’s policy is to maintain a strong capital based so as to maintain investor, creditor and market confidence and to
sustain future development of the business.

The Board of Directors monitors the return on capital, which the Group defines as net operating income divided by total
shareholders’ equity. The Board also monitors the level of dividends to ordinary shareholders.

The Group funds its operations and growth through a mix of equity and debts. These include the maintenance of adequate
lines of credit and assessing the need to raise additional equity where required.

The Board of Directors also monitors the leverage ratio. Leverage ratio is calculated as total liabilities divided by total capital.
The Group and the Company are in compliance with all borrowing covenants for the financial years ended 31 December
2009 and 2008. There were no changes in the Group’s approach to capital management during the financial year.

Share Options

The Adampak Employees’ Share Option Scheme (the “Scheme”) was adopted on 28 May 2008 and is administered by the
Remuneration Committee.

Employees (including executive directors) and non-executive directors, subject to certain conditions, are eligible to participate
in the Scheme. The Scheme provides a means to recruit, retain and give recognition to employees, and to give recognition
to non-executive directors, who have contributed to the success and development of the Company and/or the Group.

Other statutory information regarding the Scheme are set out below:

(a) The total number of shares in respect of which options may be offered on any offering date, when added to the
number of shares issued or issuable in respect of options under the Scheme shall not exceed 15% of the issued
share capital of the Company on the day prior to that offering date.

(b) The exercise price of the granted options shall be determined by the Remuneration Committee as follows:

(i) for an option granted without discount, at a price equal to the average of the last dealt prices for the share on
the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for a period of five (5) consecutive market
days immediately prior to the date of grant of that option; and

(ii) for an option granted with discount, at a price which is set at the absolute discretion of the Remuneration
Committee, at a discount to the Market Price provided that the maximum discount for any option shall not
exceed twenty per cent (20%) of the Market Price in respect of that option.

(c) An option granted is valid for 5 or 10 years (unless otherwise terminated or lapsed pursuant to the rules as stipulated
in the Scheme) for non-executive directors and employees respectively and is exercisable, for an option granted
without discount, after a vesting period of 1 year and for an option granted with discount, after a vesting period of 2
years.
54 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

23. Share Capital (cont’d)

(d) Granted options shall be exercisable, in whole or in part, during the exercise period applicable to that option and in
accordance with the vesting schedule applicable to that option or other conditions (if any) that may be imposed by
the Committee in relation to that option. Options may be exercised, in whole or in part in respect of 1,000 shares
or any multiple thereof, by a participant giving notice in writing, accompanied by a remittance for the aggregate
subscription cost in respect of the shares for which that option is exercised. The method of settlement could be in
cheque, cashier’s order, bank draft or postal order made out in favour of the Company.

No options have been granted under the Scheme since its adoption. At the end of the financial year, there were no
outstanding options.

24. Reserves

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Revaluation reserve (i) 798 798 798 798


Translation reserve (ii) 1,076 1,061 - -
1,874 1,859 798 798

(i) Revaluation reserve arises on the revaluation of the Company’s leasehold building at 10 Loyang Drive, Singapore in
1996 (Note 16). Where revalued land or buildings are sold, the portion of the revaluation reserve that relates to that
asset, and is effectively realised, is transferred directly to retained earnings. The revaluation reserve is not available
for distribution to the Company’s shareholders.

(ii) Translation reserve represents exchange differences relating to the translation of financial statements of those
subsidiaries whose functional currencies are other than USD.

25. Dividends

Group and Company


2009 2008
US$’000 US$’000

Ordinary dividends paid


Final exempt (one-tier) dividend of 1 Singapore cent (2008: 0.7 Singapore cent) per share
paid in respect of the previous financial year 1,732 1,356
Special exempt (one-tier) dividend of Nil Singapore cent (2008: 0.55 Singapore cent) per
share paid in respect of the previous financial year - 1,065
Interim exempt (one-tier) dividend of 0.75 Singapore cent (2008: 0.5 Singapore cent) per
share paid in respect of the current financial year 1,368 964
3,100 3,385

Subsequent to the financial year end, the directors propose a final exempt (one-tier) dividend of 1.5 Singapore cent per
share, amounting to S$3,954,000 (approximately US$2,815,000) for the financial year ended 31 December 2009. The
proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting of the Company and
has not been included as a liability in these financial statements.
Annual Report 55
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

26. Related Party Transactions

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

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

(a) Sales and purchases of goods and services

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

With subsidiaries:
- Sales - - 5,687 6,268
- Purchases - - 444 91
- Management fees received from a subsidiary - - - 79
- Payments paid on behalf by the Company - - 475 257
- Payments paid on behalf by the subsidiaries - - 40 45
- Purchase of fixed assets - - 28 -
- Purchase of fixed assets paid on behalf by the
Company - - 332 21

With related parties:


- Professional fees paid to a firm of which a
director of the Company is a member 4 24 4 24
- Professional fees paid to a firm of which a
director of a subsidiary is a member 4 4 - -

(b) Compensation of directors and key management personnel


Group
2009 2008
US$’000 US$’000

Employers’ contribution to defined contribution plans 92 94


Remuneration and other short-term employee benefits 2,387 2,356
2,479 2,450

Details on directors’ remuneration are disclosed in the Corporate Governance report.


56 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

27. Commitments

(a) Capital commitments

Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements are as
follows:
Group
2009 2008
US$’000 US$’000

Plant and equipment contracted for 1,202 230


Less: deposits paid (343) (61)
859 169

(b) Operating lease commitments

The Group leases various factories under non-cancellable operating leases. The leases have varying terms, ranging
from 3 to 50 years with renewal rights.

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

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Within one year 528 482 76 72


After one year but within five years 1,428 504 303 285
After five years 1,697 1,692 1,697 1,692
3,653 2,678 2,076 2,049

28. Contingent Liabilities

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Bankers’ guarantees 194 187 59 56


Corporate guarantees 2,846 - 2,846 4,043
3,040 187 2,905 4,099

The outstanding bankers’ guarantees of the Group and the Company as at 31 December 2009 were in respect of certain
performance bonds in the ordinary course of business.

The Company has provided corporate guarantees to financial institutions in respect of banking facilities granted to a
subsidiary.
Annual Report 57
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

29. Segment Information

Business Segments

The Group’s primary business segment is mainly in the manufacturing of labels, seals and die-cut components for the
electronics, pharmaceutical and chemical industries. In addition, the Group also on-sells thermal transfer ribbons and
printer heads to enable customers to print on the labels supplied to them. The revenue from the trading operations does
not form a significant portion of the Group’s revenue and the products involved in the two segments are substantially similar.
Therefore, a segmentation of the Group’s revenue and profit derived from the manufacturing and trading operations will not
be meaningful.

Segments by Country of Incorporation

In presenting information on the basis of segments by country of incorporation, segment revenue is based on the geographical
location of the entities in the Group regardless of where the goods are produced. Segment assets and liabilities and capital
expenditure are based on the geographical location of the entities in the Group they are identified with.

Singapore China Malaysia Thailand Philippines Total


US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
2009

Revenue from external


customers 27,652 7,313 7,119 8,916 3,123 54,123
Segment assets 22,072 10,499 9,295 4,441 3,224 49,531
Segment liabilities 8,053 975 1,255 492 224 10,999
Capital expenditure 119 698 870 181 54 1,922

2008

Revenue from external


customers 26,193 6,520 9,190 9,245 4,408 55,556
Segment assets 19,771 9,177 9,240 4,373 1,490 44,051
Segment liabilities 6,558 809 987 316 256 8,926
Capital expenditure 102 377 113 43 9 644

Geographical Segments

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location
of the customers regardless of where the sales originate.
Group
2009 2008
US$’000 US$’000

China 17,687 14,210


Malaysia 10,476 11,417
Philippines 3,022 4,439
Singapore 6,636 8,572
Thailand 14,601 14,407
Others 1,701 2,511
54,123 55,556

Information About Major Customers

Revenue of approximately US$29,920,000 (2008: US$24,867,000) are derived from two major customers and are
attributable to the manufacturing of labels, seals and other die-cut component segment.
58 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies

Exposures to credit, foreign currency, interest rate and liquidity risks arise from the normal course of the Group’s business.
The Group uses the following financial management policies and guidelines to set out its overall business strategies, risk
tolerance and its general risk management philosophy.

(a) Credit risk

Credit risk is the risk that companies and other parties will be unable to meet their obligations to the Group resulting in
financial loss to the Group. The Group manages such risks by dealing with a diversity of credit-worthy counterparties
to mitigate any significant concentration of credit risk. Credit policy includes assessing and evaluation of existing
and new customers’ credit reliability and monitoring of receivable collections. The Group places its cash and cash
equivalents with creditworthy institutions.

The maximum exposure to credit risk in the event that the counterparties fail to perform the obligations as at the end
of the financial year in relation to each class of financial assets is the carrying amount of these assets in the balance
sheets. Age analysis and credit risk exposure by geographical areas are disclosed in Note 11.

(b) Foreign currency risk

The Group operates in Asia. Entities in the Group regularly transact in currencies other than their respective functional
currencies (“foreign currencies”).

Currency risk arises within entities in the Group when transactions are denominated in foreign currencies such as
United States Dollar (“USD”), Singapore Dollar (“SGD”), Malaysian Ringgit, Thai Baht (“THB”), Chinese Renminbi
(“RMB”) and Philippine Peso.

The Group’s main foreign currency risk arises from foreign currency denominated sales, purchases and operating
expenses. This risk is mitigated to certain extent by the natural hedge between sales receipts and purchases and
operating expenses disbursements. The Group does not have any formal hedging policy against foreign exchange
fluctuations. However, the Group continuously monitors its foreign exchange exposure and enters into hedging
contracts with banks from time to time whenever the management detects any movements in the respective
exchange rates which may have impact on the Group’s profitability. The objective is to provide some certainty on
costs and no speculative foreign exchange transactions are entered.

In addition, the Group is exposed to currency translation risk on the net assets in foreign operations. Fluctuations
in the exchange rate between the functional currencies of the entities in the Group and United States dollar, the
Group’s functional and presentation currency, will have an impact on the Group.

The Group also maintains foreign currency bank accounts for operating purposes.
Annual Report 59
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies (cont’d)

(b) Foreign currency risk (cont’d)

The Group’s exposure to foreign currency on monetary assets and monetary liabilities at the balance sheet date is
as follows:

USD SGD RMB THB Others Total


US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
2009
Financial assets
Cash and cash equivalents 8,476 17 1,571 370 1,004 11,438
Trade receivables 10,224 1,022 1,252 2,379 1,450 16,327
Other receivables 349 156 334 3 138 980
19,049 1,195 3,157 2,752 2,592 28,745

Financial liabilities
Trade payables (3,524) (1,467) (990) (349) (805) (7,135)
Other payables (611) (150) - - - (761)
Borrowings - (1,427) - - - (1,427)
(4,135) (3,044) (990) (349) (805) (9,323)

Net financial assets/(liabilities) 14,914 (1,849) 2,167 2,403 1,787 19,422


Less: net financial assets/(liabilities)
denominated in the respective
entities’ functional currencies (10,677) - (2,167) (1,625) (1,734) (16,203)

Currency exposure 4,237 (1,849) - 778 53 3,219

2008
Financial assets
Cash and cash equivalents 4,914 404 652 1,714 2,350 10,034
Trade receivables 6,031 1,259 1,042 1,702 1,265 11,299
Other receivables 181 213 15 3 183 595
11,126 1,876 1,709 3,419 3,798 21,928

Financial liabilities
Trade payables (2,209) (1,074) (554) (300) (775) (4,912)
Other payables (578) (144) - - - (722)
Borrowings (626) (1,418) - - (75) (2,119)
(3,413) (2,636) (554) (300) (850) (7,753)

Net financial assets/(liabilities) 7,713 (760) 1,155 3,119 2,948 14,175


Less: net financial assets/(liabilities)
denominated in the respective
entities’ functional currencies (3,983) - (1,155) (1,705) (2,940) (9,783)

Currency exposure 3,730 (760) - 1,414 8 4,392


60 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies (cont’d)

(b) Foreign currency risk (cont’d)

The Company’s exposure to foreign currency on monetary assets and monetary liabilities at the balance sheet date
is as follows:

USD SGD THB Others Total


US$’000 US$’000 US$’000 US$’000 US$’000
2009
Financial assets
Cash and cash equivalents 5,734 15 19 82 5,850
Trade receivables 9,565 1,022 651 - 11,238
Other receivables 1,211 118 108 - 1,437
16,510 1,155 778 82 18,525

Financial liabilities
Trade payables (3,122) (1,460) - (29) (4,611)
Other payables (2,711) (819) - - (3,530)
Borrowings - (1,427) - - (1,427)
(5,833) (3,706) - (29) (9,568)

Net financial assets/(liabilities) 10,677 (2,551) 778 53 8,957


Less: net financial assets/(liabilities)
denominated in the respective
entities’ functional currencies (10,677) - - - (10,677)

Currency exposure - (2,551) 778 53 (1,720)

2008
Financial assets
Cash and cash equivalents 3,469 400 945 23 4,837
Trade receivables 5,450 1,256 463 - 7,169
Other receivables 1,191 135 6 - 1,332
10,110 1,791 1,414 23 13,338

Financial liabilities
Trade payables (1,845) (1,067) - (15) (2,927)
Other payables (3,678) (586) - - (4,264)
Borrowings (604) (1,418) - - (2,022)
(6,127) (3,071) - (15) (9,213)

Net financial assets/(liabilities) 3,983 (1,280) 1,414 8 4,125


Less: net financial assets/(liabilities)
denominated in the respective
entities’ functional currencies (3,983) - - - (3,983)

Currency exposure - (1,280) 1,414 8 142


Annual Report 61
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies (cont’d)

(b) Foreign currency risk (cont’d)

Sensitivity analysis for foreign currency risk

A 10% strengthening of US Dollar against the following currencies at the reporting date would increase/(decrease)
profit before tax by the amounts shown below. This analysis assumes that all other variables remain constant.

Group Company
2009 2008 2009 2008
US$’000 US$’000 US$’000 US$’000

Chinese Renminbi (138) (133) - -


Japanese Yen (5) (1) (5) (1)
Malaysia Ringgit 119 133 - -
Philippine Peso 378 334 - -
Singapore Dollar 232 69 232 116
Thai Baht (54) (128) (62) (128)

A 10% weakening of US Dollar against the above currencies would have had the equal but opposite effect on the
above currencies to the amounts shown above, on the basis that all other variables remain constant.

(c) Interest rate risk

The primary source of the Group’s interest rate risk is its borrowings from financial institutions in Singapore. The
Group’s and the Company’s policy is to manage its interest cost using a combination of fixed and variable interest
rate borrowings, where applicable.

The Group also has cash and cash equivalents placed with reputable banks. The Group manages its interest rate
risk on its interest income by placing the cash and cash equivalents in varying maturities and interest rate terms.

The Group’s exposure to interest rate risk on assets and liabilities at carrying amounts, categorised by the earlier of
contractual repricing or maturity dates is as follows:

Non-interest
Fixed rates Variable rates bearing Total
Less than 1 Less than 1
year year 1 to 5 years
US$’000 US$’000 US$’000 US$’000 US$’000

2009
Assets
Cash and cash equivalents 1,135 387 - 9,916 11,438
Trade and other receivables - - - 17,307 17,307
Non-financial assets - - - 20,786 20,786
1,135 387 - 48,009 49,531

Liabilities
Trade and other payables - - - 7,896 7,896
Borrowings - 1,427 - - 1,427
Non-financial liabilities - - - 1,676 1,676
- 1,427 - 9,572 10,999
62 ADAMPAK
LIMITED

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies (cont’d)

(c) Interest rate risk (cont’d)

Non-interest
Fixed rates Variable rates bearing Total
Less than 1 Less than 1
year year 1 to 5 years
US$’000 US$’000 US$’000 US$’000 US$’000
2008
Assets
Cash and cash equivalents 1,960 - - 8,074 10,034
Trade and other receivables - - - 11,894 11,894
Non-financial assets - - - 22,123 22,123
1,960 - - 42,091 44,051

Liabilities
Trade and other payables - - - 5,634 5,634
Borrowings 8 2,078 33 - 2,119
Non-financial liabilities - - - 1,173 1,173
8 2,078 33 6,807 8,926

The Company’s exposure to interest rate risk on assets and liabilities at carrying amounts, categorised by the earlier
of contractual repricing or maturity dates is as follows:

Non-interest
Fixed rates Variable rates bearing Total
Less than 1 Less than 1
year year 1 to 5 years
US$’000 US$’000 US$’000 US$’000 US$’000
2009
Assets
Cash and cash equivalents 815 - - 5,035 5,850
Trade and other receivables - - - 12,675 12,675
Non-financial assets - - - 18,356 18,356
815 - - 36,066 36,881

Liabilities
Trade and other payables - - - 8,141 8,141
Borrowings - 1,427 - - 1,427
Non-financial liabilities - - - 1,252 1,252
- 1,427 - 9,393 10,820

2008
Assets
Cash and cash equivalents 813 - - 4,024 4,837
Trade and other receivables - - - 8,501 8,501
Non-financial assets - - - 19,412 19,412
813 - - 31,937 32,750

Liabilities
Trade and other payables - - - 7,191 7,191
Borrowings - 2,022 - - 2,022
Non-financial liabilities - - - 886 886
- 2,022 - 8,077 10,099
Annual Report 63
2009

Notes to the Financial Statements


For the financial year ended 31 December 2009

30. Financial Risk Management Policies (cont’d)

(c) Interest rate risk (cont’d)

Sensitivity analysis for interest rate risk

As at 31 December 2009, an increase/decrease in the interest rates by 100 basis points with all other variables
remain constant, will result in the Group’s and Company’s profit before tax to be lower/higher by US$10,000 (2008:
US$21,000) and US$14,000 (2008: US$20,000) respectively as a result of higher/lower interest expense on net
floating borrowing position.

(d) Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. The Group
also manages this risk by securing adequate credit facilities from a spread of reputable financial institutions to ensure
necessary liquidity as provided in the consolidated balance sheets.

There is no significant liquidity risk exposure. Maturity analysis on borrowings is disclosed in Note 20 and trade and
other payables are due within one year.

(e) Fair values of financial assets and financial liabilities

The fair values of financial assets and financial liabilities approximate their carrying amounts as reflected in the
consolidated balance sheets.

31. New or revised accounting standards and interpretations

Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for
the Group’s accounting periods beginning on or after 1 January 2010 or later periods and which the Group has not early
adopted. The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are
relevant to the Group is set out below:

(a) Amendments to FRS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items (effective for
annual periods beginning on or after 1 July 2009)

This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible
for designation should be applied in particular situations. The Group will apply this amendment from 1 January 2010,
but it is not expected to have a material impact on the financial statements.

(b) FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after
1 July 2009)

FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there
is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also
specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a
gain or loss is recognised in profit or loss. The Group will apply FRS 27 (revised) prospectively to transactions with
minority interests from 1 January 2010.

32. Authorisation of Financial Statements

The financial statements of the Group and the Company for the financial year ended 31 December 2009 were authorised
for issue in accordance with a resolution of the directors on 17 March 2010.
64 ADAMPAK
LIMITED

Statistics of Shareholdings
As at 15 March 2010

Share Capital

Issued and Fully Paid-up Capital USD 15,545,000


Number of Shares 263,625,000
Class of Shares Ordinary Shares
Voting Right One vote per Share
Ordinary Shares Held as Treasury Shares NIL

Distribution of Shareholdings
No. of No. of
Size of Shareholdings Shareholders % Shares %
1 - 999 138 13.37 8,809 0.00
1,000 - 10,000 346 33.53 1,696,267 0.64
10,001 - 1,000,000 522 50.58 52,397,695 19.88
1,000,001 and above 26 2.52 209,522,229 79.48
Total : 1,032 100.00 263,625,000 100.00

Shareholding Held in Public Hands

As at 15 March 2010, approximately 51.05 % of the shareholding was held by the public and accordingly, Rule 723 of the SGX-ST
Listing Manual has been complied with.

Twenty Largest Shareholders


No. of
No. Name Shares %

1 Tay Song Seng Anthony 85,000,000 32.24


2 Ong Hock Leng 23,762,500 9.01
3 Phillip Securities Pte Ltd 14,755,226 5.60
4 Chua Hook Beng 12,068,750 4.58
5 Soh Chun Seng 8,992,750 3.41
6 Chua Cheng Song 8,000,000 3.03
7 See Beng Lian Janice 7,900,000 3.00
8 UOB Kay Hian Pte Ltd 7,457,000 2.83
9 Kim Eng Securities Pte. Ltd. 5,835,900 2.21
10 Tham Kim Par 5,767,500 2.19
11 DBS Nominees Pte Ltd 4,176,500 1.58
12 Tan Aik Boon 2,869,000 1.09
13 Chow Gan Soong 2,415,000 0.92
14 Citibank Nominees S’pore Pte Ltd 2,380,000 0.90
15 Ng Teck Cher 2,156,000 0.82
16 CIMB-GK Securities Pte. Ltd. 2,029,500 0.77
17 OCBC Securities Private Ltd 1,985,603 0.75
18 Lim & Tan Securities Pte Ltd 1,657,000 0.63
19 Leap International Pte Ltd 1,615,000 0.61
20 Ong Kian Wee 1,497,000 0.57
Total : 202,320,229 76.74
Annual Report 65
2009

Statistics of Shareholdings
As at 15 March 2010

Substantial Shareholders
(as recorded in the Register of Substantial Shareholders)
Direct Interest % Deemed Interest %

Tay Song Seng Anthony 85,000,000 32.24 - -


Ong Hock Leng 23,762,500 9.01 - -
66 ADAMPAK
LIMITED

Notice of Annual General Meeting


ADAMPAK LIMITED
(Company Registration No. 197900079M)
(Incorporated in Singapore with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of ADAMPAK LIMITED (the “Company”) will be held at 6 Loyang Way
4 Singapore 507605 on 29 April 2010, Thursday at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December
2009 together with the Auditors’ Report thereon.
(Resolution 1)

2. To declare a final dividend of 1.5 Singapore cent per ordinary share under tax exempt one-tier system, for the financial year
ended 31 December 2009 (previous year: 1 Singapore cent per ordinary share).
(Resolution 2)

3. To re-elect the following Directors retiring pursuant to Articles 89 of the Company’s Articles of Association:

Mr Goh Siang Khin (Resolution 3)


Mr Teo Kiang Kok (Resolution 4)

Mr Goh Siang Khin will, upon re-election as a Director of the Company, remain as Chairman of the Remuneration Committee
and a member of the Audit Committee and will be considered independent.

Mr Teo Kiang Kok will, upon re-election as a Director of the Company, remain as Chairman of the Nominating Committee
and a member of the Audit Committee/Remuneration Committee and will be considered independent.

4. To approve the payment of Directors’ fees S$210,000.00 for the year ended 31 December 2009 (previous year:
S$210,000.00).
(Resolution 5)

5. To re-appoint LTC LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their
remuneration.
(Resolution 6)

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

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

7. Authority to issue shares

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited, the Directors of the Company be authorised and empowered to:

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

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to
be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants,
debentures or other instruments convertible into shares, at any time and upon such terms and conditions
and for such purposes and to such persons as the Directors of the Company may in their absolute discretion
deem fit; and
Annual Report 67
2009

Notice of Annual General Meeting


(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance
of any Instruments made or granted by the Directors of the Company while this Resolution was in force,

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted
pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on
a pro rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of the total number of
issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-
paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the
purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the
total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares
(excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after
adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards which are outstanding or
subsisting at the time of the passing of this Resolution; and

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

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing
Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance
has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association of the
Company; and

(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the
conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (i)]
(Resolution 7)

8. Renewal of Share Purchase Mandate

That pursuant to Sections 76C and 76E of the Companies Act, Cap. 50, and the Articles of Association of the Company,
the Directors of the Company be authorised to make purchases of shares from time to time (whether by way of market
purchases or off-market purchases on an equal access scheme) of up to ten per centum (10%) of the total number
of issued ordinary shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of
Annual General Meeting of the Company held to approve, inter alia, this Ordinary Resolution) at the price of up to but not
exceeding the Maximum Price as defined in Appendix 1 attached, and this mandate shall, unless revoked or varied by the
Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or
the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 8)
68 ADAMPAK
LIMITED

Notice of Annual General Meeting


NOTICE OF BOOKS CLOSURE

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of Adampak Limited (the “Company”) will
be closed on 11 May 2010 for the preparation of dividend warrants.

Duly completed registrable transfers received by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte.
Ltd., 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 up to 5.00 p.m. on 10 May 2010 will be registered to
determine shareholders’ entitlements to the said dividend. Members whose Securities Accounts with The Central Depository (Pte)
Limited are credited with shares at 5.00 p.m. on 10 May 2010 will be entitled to the proposed dividend.

Payment of the dividend, if approved by the members at the Annual General Meeting to be held on 29 April 2010 will be made on
26 May 2010.

By Order of the Board

Tan Cher Liang


Chan Shok Hing
Secretaries

Singapore, 14 April 2010


Annual Report 69
2009

Notice of Annual General Meeting


Explanatory Notes:

(i) The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the Company, effective until the conclusion
of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company
is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the
earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments,
up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital
of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders. The 50% limit referred
to in the preceding sentence may be increased to 100% for the Company to undertake pro-rata renounceable rights issues
subject to timeline stated below.

For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury
shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company
at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any
convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this
Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.

The 100% renounceable pro-rata rights issue limit is one of the new measures implemented by the SGX-ST as stated in a
press release entitled “SGX introduces further measures to facilitate fund raising” dated 19 February 2009 and which became
effective on 20 February 2009 until 31 December 2010. The effectiveness of these measures will be reviewed by the SGX-ST
at the end of the period. It will provide the Directors with an opportunity to raise funds and avoid prolonged market exposure
by reducing the time taken for shareholders’ approval, in the event the need arises. Minority shareholders’ interests are
mitigated as all shareholders have equal opportunities to participate and can dispose their entitlements through trading of
nil-paid rights if they do not wish to subscribe for their rights shares. It is subject to the condition that the Company makes
periodic announcements on the use of the proceeds as and when the funds are materially disbursed and provides a status
report on the use of proceeds in the annual report.

(ii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company to purchase or
acquire ordinary shares of the Company, from the date of the above meeting to the date of next Annual General Meeting,
an aggregate amount not exceeding ten per centum (10%) of the total number of issued ordinary shares (excluding treasury
shares) in the capital of the Company as at the date of this Resolution. More details of the Share Purchase Mandate to be
renewed are set out in Appendix 1 enclosed with this Notice.

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend
and vote in his/her stead. A proxy need not be a Member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 6 Loyang Way 4 Singapore
507605 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
70 ADAMPAK
LIMITED

This page has been intentionally left blank.


ADAMPAK LIMITED IMPORTANT:
Company Registration No. 197900079M 1. For investors who have used their CPF monies to buy Adampak Limited’s
(Incorporated In The Republic of Singapore) shares, this Report is forwarded to them at the request of the CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Meeting as an observer must submit
PROXY FORM their requests through their CPF Approved Nominees within the time frame
specified. If they also wish to vote, they must submit their voting instructions
(Please see notes overleaf before completing this Form) to the CPF Approved Nominees within the time frame specified to enable
them to vote on their behalf.

I/We,
of

being a member/members of Adampak Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote
for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at 6 Loyang Way 4 Singapore
507605 on 29 April 2010, Thursday at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or
against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event
of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her
discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [√] within the box provided)

No. Resolutions relating to: For Against


1 Directors’ Report and Audited Accounts for the year ended 31 December 2009
2 Payment of proposed final dividend
3 Re-election of Mr Goh Siang Khin as a Director
4 Re-election of Mr Teo Kiang Kok as a Director
5 Approval of Directors’ fees amounting to S$210,000.00
6 Re-appointment of LTC LLP as Auditors
7 Authority to issue new shares
8 Renewal of Share Purchase Mandate

Dated this day of 2010



Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
Notes :

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

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to
attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her
shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the
Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person,
and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of
proxy to the Meeting.

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 6 Loyang Way 4
Singapore 507605 not less than 48 hours before the time appointed for the Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its
seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed
by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the
instrument.

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

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or
illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject
any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against
his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central
Depository (Pte) Limited to the Company.

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