adampak prospectus (clean)

BBUSINESS USINESS OOVERVERVIEWVIEW� We are principally involved in the manufacture of pressure-sensitive labels, seals and other

die-cut components mainly for the following industries:

� Electronics, which accounted for approximately 90% of our revenue in FY2003

� Pharmaceutical/medical equipment and supplies, and chemical

� We have an extensive customer base which includes MNCs known generally for their stringentquality requirements. Our major customers include Seagate, HP, Western Digital and Maxtor

� Our products include the following:

� Information labels - convey messages such as electrical hazard warnings, operatinginstructions, product information and specifications and regulatory markings for computerand peripherals, consumer electronics, pharmaceutical, industrial, commercial and otherconsumer products

� Blank labels - for customers’ own printing of non-standard variable information, eg. serial numbers and shipping destinations

� Bar code labels - specially-patterned bars and spaces designed for identification purposes and read with a bar code scanningmachine

� Seals - made of aluminium or polyester facestocks used for sealing purposes mainly for hard disk drives

� Other die-cut components - for industrial applications such as bonding, sealing, protection and shielding for electronics,telecommunication and other equipment

� We have manufacturing facilities in Singapore, the Philippines and Thailand. In addition, we have manufacturing presence in Malaysiaand the PRC through some of our associated companies

CCOMPETITIVEOMPETITIVE SSTRENGTHSTRENGTHS� Our ability, track record and capacity to produce quality pressure-sensitive labels,

seals, and other die-cut components for MNCs mainly in the electronics andpharmaceutical/medical equipment and supplies industries

� Our network of manufacturing facilities in Asia, which enables usto service our customers in a timely and cost-effective manner

� Our timely response to the needs of our customers, includinginvestments in our technology capabilities, eg. Class 100,Class 1,000 & Class 10,000 Cleanroom production facilitiesto serve a wider section of the electronics industry

� Integrated solutions provider, with our manufacturingfacilities serving as integrated design and production cumlogistics centres

� Cost-efficient operations, in order to continue to price ourproducts competitively whilst maintaining healthy margins

� Our well-established customer relationships, developedand maintained over the past 25 years; repeatcustomers accounted for 65% - 73% of revenuefor FY 2001 – 2003

� Experienced management team

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PROSPECTUS DATED 20 SEPTEMBER 2004(Registered with the Monetary Authority of Singapore on 20 September 2004)

This document is important. If you are in any doubt as to the action you should take, youshould consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser.

We have applied to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in,and for quotation of, all the ordinary shares of $0.08 each (the “Shares”) in the capital of Adampak Limited(the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of the Invitation(as defined herein). Such permission will be granted when our Company has been admitted to the Official List ofthe SGX-ST Dealing and Automated Quotation System (“SGX-SESDAQ”). The dealing in, and quotation of, our Shareswill be in Singapore dollars. Acceptance of applications for our Shares will be conditional upon, inter alia, the issue of theNew Shares and permission being granted to deal in, and for quotation of, all of our existing issued Shares and the New Shares.Monies paid in respect of any application accepted will, subject to applicable laws, be returned to you, without interest or any shareof revenue or other benefit arising therefrom and at your own risk, if the completion of the Invitation does not occur because the saidpermission is not granted or for any other reason, and you will not have any claim against us, the Manager, the Underwriter or the Placement Agent. Quotations of and dealings in our Shares will be in Singapore dollars.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus.Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, ourShares or the New Shares.

A copy of this Prospectus together with a copy of the Application Forms has been lodged with and registered by the Monetary Authority of Singapore(the “Authority”) on 23 August 2004 and 20 September 2004, respectively. The Authority assumes no responsibility for the contents of this Prospectus.Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal orregulatory requirements have been complied with. The Authority has not, in any way, considered the merits of our Sharesor the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment.

No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by theAuthority.

INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED UNDER “RISK FACTORS” BEGINNING ON PAGE 29 OF THIS PROSPECTUS.

ADAMPAK LIMITEDRegistration Number 197900079M

(Incorporated in the Republic of Singapore on 10 January 1979)

Invitation in respect of 44,500,000 New Shares of $0.08 each as follows:-(a) 4,500,000 Offer Shares at $0.20 for each Offer Share by way of public offer; and(b) 40,000,000 Placement Shares at $0.20 for each Placement Share by way of placement, comprising:-

(i) 36,250,000 Placement Shares at $0.20 for each Placement Share; and(ii) 3,750,000 Reserved Shares at $0.20 for each Reserved Share reserved for our Independent Directors, employees, business

associates and those who have contributed to our success,payable in full on application.

Manager, Underwriter and Placement Agent

Primary Sub-Underwriters and Primary Sub-Placement Agents

AAWWARDS AND ARDS AND CCERERTIFICATIFICATIONSTIONS

FFUTURE UTURE PPLANSLANS� Setup of a manufacturing plant in Suzhou, PRC

� Our revenue from customers in the PRC has increased significantly and constituted20% of our revenue in FY2003

� To tap on the increasing concentration in the PRC of OEMs/MNCs, particularly inthe electronics industry, as well as in the pharmaceutical/medical equipment andsupplies industry

� Will put us in close proximity to our existingcustomers and will enable us to generate morecustomers

� Expansion of existing markets and development ofnew markets

� Efforts to make more inroads into thepharmaceutical/medical equipment and supplies,and chemical industries

� Continue to market our products to other industriessuch as food and beverage, logistics and retail

� Increased marketing efforts for products withspecific features such as security and radiofrequency identification used for tracking andidentification purposes

� Expansion of capabilities and business throughacquisitions, strategic partnerships and/or joint ventures

Revenue by Geographical Localities of Our Group

FY2001 to FY2003 ($’millions)

FFINANCIAL INANCIAL HHIGHLIGHTSIGHLIGHTS

24.5

FY2001 FY2002 FY2003

32.3

36.2

10

20

40

30

Revenue ($’millions)

1

2

4

5

3

1.75

FY2001 FY2002

1.18

FY2003

4.05

Net Profit after Tax ($’millions)

Revenue by Geographical Localities of our Customers FY2003

S’pore Phil Thai

10

5

15

25

20

30

2001 2002 2003

PRC20%

Philippines12%

Singapore43%Malaysia

12%

Thailand11%

Others2%

� ISO 9001:2000 - Singapore, Thailand and the PhilippinesFirst label company in Singapore to be certified ISO 9002 and ISO14001 by the then Productivity and Standards Board (now known asSpring Singapore)

� Awards and recognitions received from our customers include:

- “Ship-to-Stock” (or other similar) status

- Supplier Appreciation Award

- Autonomous Quality Control Approval

- Best in Class Printed Material Supplier

- Green Partner (in respect of our environment managementsystem)

BBUSINESS USINESS OOVERVERVIEWVIEW� We are principally involved in the manufacture of pressure-sensitive labels, seals and other

die-cut components mainly for the following industries:

� Electronics, which accounted for approximately 90% of our revenue in FY2003

� Pharmaceutical/medical equipment and supplies, and chemical

� We have an extensive customer base which includes MNCs known generally for their stringentquality requirements. Our major customers include Seagate, HP, Western Digital and Maxtor

� Our products include the following:

� Information labels - convey messages such as electrical hazard warnings, operatinginstructions, product information and specifications and regulatory markings for computerand peripherals, consumer electronics, pharmaceutical, industrial, commercial and otherconsumer products

� Blank labels - for customers’ own printing of non-standard variable information, eg. serial numbers and shipping destinations

� Bar code labels - specially-patterned bars and spaces designed for identification purposes and read with a bar code scanningmachine

� Seals - made of aluminium or polyester facestocks used for sealing purposes mainly for hard disk drives

� Other die-cut components - for industrial applications such as bonding, sealing, protection and shielding for electronics,telecommunication and other equipment

� We have manufacturing facilities in Singapore, the Philippines and Thailand. In addition, we have manufacturing presence in Malaysiaand the PRC through some of our associated companies

CCOMPETITIVEOMPETITIVE SSTRENGTHSTRENGTHS� Our ability, track record and capacity to produce quality pressure-sensitive labels,

seals, and other die-cut components for MNCs mainly in the electronics andpharmaceutical/medical equipment and supplies industries

� Our network of manufacturing facilities in Asia, which enables usto service our customers in a timely and cost-effective manner

� Our timely response to the needs of our customers, includinginvestments in our technology capabilities, eg. Class 100,Class 1,000 & Class 10,000 Cleanroom production facilitiesto serve a wider section of the electronics industry

� Integrated solutions provider, with our manufacturingfacilities serving as integrated design and production cumlogistics centres

� Cost-efficient operations, in order to continue to price ourproducts competitively whilst maintaining healthy margins

� Our well-established customer relationships, developedand maintained over the past 25 years; repeatcustomers accounted for 65% - 73% of revenuefor FY 2001 – 2003

� Experienced management team

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PROSPECTUS DATED 20 SEPTEMBER 2004(Registered with the Monetary Authority of Singapore on 20 September 2004)

This document is important. If you are in any doubt as to the action you should take, youshould consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser.

We have applied to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in,and for quotation of, all the ordinary shares of $0.08 each (the “Shares”) in the capital of Adampak Limited(the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of the Invitation(as defined herein). Such permission will be granted when our Company has been admitted to the Official List ofthe SGX-ST Dealing and Automated Quotation System (“SGX-SESDAQ”). The dealing in, and quotation of, our Shareswill be in Singapore dollars. Acceptance of applications for our Shares will be conditional upon, inter alia, the issue of theNew Shares and permission being granted to deal in, and for quotation of, all of our existing issued Shares and the New Shares.Monies paid in respect of any application accepted will, subject to applicable laws, be returned to you, without interest or any shareof revenue or other benefit arising therefrom and at your own risk, if the completion of the Invitation does not occur because the saidpermission is not granted or for any other reason, and you will not have any claim against us, the Manager, the Underwriter or the Placement Agent. Quotations of and dealings in our Shares will be in Singapore dollars.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus.Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, ourShares or the New Shares.

A copy of this Prospectus together with a copy of the Application Forms has been lodged with and registered by the Monetary Authority of Singapore(the “Authority”) on 23 August 2004 and 20 September 2004, respectively. The Authority assumes no responsibility for the contents of this Prospectus.Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal orregulatory requirements have been complied with. The Authority has not, in any way, considered the merits of our Sharesor the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment.

No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by theAuthority.

INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED UNDER “RISK FACTORS” BEGINNING ON PAGE 29 OF THIS PROSPECTUS.

ADAMPAK LIMITEDRegistration Number 197900079M

(Incorporated in the Republic of Singapore on 10 January 1979)

Invitation in respect of 44,500,000 New Shares of $0.08 each as follows:-(a) 4,500,000 Offer Shares at $0.20 for each Offer Share by way of public offer; and(b) 40,000,000 Placement Shares at $0.20 for each Placement Share by way of placement, comprising:-

(i) 36,250,000 Placement Shares at $0.20 for each Placement Share; and(ii) 3,750,000 Reserved Shares at $0.20 for each Reserved Share reserved for our Independent Directors, employees, business

associates and those who have contributed to our success,payable in full on application.

Manager, Underwriter and Placement Agent

Primary Sub-Underwriters and Primary Sub-Placement Agents

CONTENTS

Page

CORPORATE INFORMATION .............................................................................................................. 4

DEFINITIONS ........................................................................................................................................ 6

GLOSSARY OF TECHNICAL TERMS.................................................................................................. 11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................................. 13

SELLING RESTRICTIONS .................................................................................................................. 14

DETAILS OF THE INVITATION

LISTING ON THE SGX-SESDAQ .................................................................................................... 15

INDICATIVE TIMETABLE FOR LISTING.......................................................................................... 18

PLAN OF DISTRIBUTION .................................................................................................................... 20

PROSPECTUS SUMMARY .................................................................................................................. 22

EXCHANGE RATES ............................................................................................................................ 28

RISK FACTORS .................................................................................................................................... 29

ISSUE STATISTICS .............................................................................................................................. 39

DIVIDEND POLICY .............................................................................................................................. 41

USE OF PROCEEDS ............................................................................................................................ 42

SHARE CAPITAL.................................................................................................................................. 43

CAPITALISATION AND INDEBTEDNESS .......................................................................................... 46

DILUTION.............................................................................................................................................. 50

GROUP STRUCTURE .......................................................................................................................... 52

SUBSIDIARIES AND ASSOCIATED COMPANIES ............................................................................ 53

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

HISTORY.......................................................................................................................................... 55

BUSINESS OVERVIEW .................................................................................................................. 56

PRODUCTION PROCESS .............................................................................................................. 57

STAFF TRAINING ............................................................................................................................ 58

QUALITY ASSURANCE .................................................................................................................. 59

MAJOR CUSTOMERS .................................................................................................................... 59

MAJOR SUPPLIERS........................................................................................................................ 60

CREDIT CONTROL.......................................................................................................................... 60

INVENTORY MANAGEMENT .......................................................................................................... 60

1

CONTENTS

Page

INSURANCE .................................................................................................................................... 61

SEASONALITY ................................................................................................................................ 61

MARKETING .................................................................................................................................... 61

INTELLECTUAL PROPERTY .......................................................................................................... 62

RESEARCH AND DEVELOPMENT ................................................................................................ 64

COMPETITION ................................................................................................................................ 64

COMPETITIVE STRENGTHS.......................................................................................................... 64

PROPERTIES AND FIXED ASSETS .............................................................................................. 66

PRODUCTION FACILITIES AND CAPACITY .................................................................................. 67

PROSPECTS AND FUTURE PLANS .............................................................................................. 68

GOVERNMENT REGULATIONS .................................................................................................... 70

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

OVERVIEW ...................................................................................................................................... 72

REVIEW OF RESULTS OF OPERATIONS...................................................................................... 74

REVIEW OF FINANCIAL POSITION .............................................................................................. 79

LIQUIDITY AND CAPITAL RESOURCES........................................................................................ 80

INFLATION ...................................................................................................................................... 82

FOREIGN EXCHANGE EXPOSURE .............................................................................................. 82

DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS .................................................................................................................................... 84

MANAGEMENT................................................................................................................................ 85

MANAGEMENT REPORTING STRUCTURE .................................................................................. 88

STAFF .............................................................................................................................................. 89

SERVICE AGREEMENTS................................................................................................................ 89

DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION .................................................... 90

CORPORATE GOVERNANCE ........................................................................................................ 91

BOARD PRACTICES ...................................................................................................................... 92

PRINCIPAL SHAREHOLDERS

OWNERSHIP STRUCTURE ............................................................................................................ 93

MORATORIUM ................................................................................................................................ 94

OUR GROUP STRUCTURE POST INVITATION ............................................................................ 95

2

CONTENTS

Page

INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS

INTERESTED PERSON TRANSACTIONS .................................................................................... 96

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS ................ 97

CONFLICTS OF INTERESTS.......................................................................................................... 98

CLEARANCE AND SETTLEMENT ...................................................................................................... 99

GENERAL AND STATUTORY INFORMATION .................................................................................... 100

APPENDIX A – INDEPENDENT AUDITORS’ REPORT .................................................................. A-1

APPENDIX B – AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THEFINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003 .................. B-1

APPENDIX C – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES...... C-1

APPENDIX D – DESCRIPTION OF SINGAPORE LAW AND REGULATIONS RELATINGTO TAXATION ........................................................................................................ D-1

APPENDIX E – EXCHANGE CONTROLS ...................................................................................... E-1

APPENDIX F – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE .............................................................................................. F-1

3

CORPORATE INFORMATION

Board of Directors : Chua Cheng Song (Chief Executive Officer)George Chua Hook Beng (Executive Director)Anthony Tay Song Seng (Executive Director)Goh Siang Khin (Independent Director)Teo Kiang Kok (Independent Director)Lee Joo Hai (Independent Director)

Company Secretaries : Tan Cher Liang (ICPAS)Chan Shok Hing (ACIS)

Registered Office : 6 Loyang Way 4 Singapore 507605

Registrar and Share Transfer : Lim Associates (Pte) LtdOffice 10 Collyer Quay #19-08

Ocean BuildingSingapore 049315

Manager, Underwriter and : UOB Asia LimitedPlacement Agent 80 Raffles Place

UOB PlazaSingapore 048624

Primary Sub-Underwriters and : United Overseas Bank LimitedPrimary Sub-Placement Agents 80 Raffles Place

UOB Plaza Singapore 048624

UOB Kay Hian Private Limited80 Raffles Place #30-01UOB Plaza 1Singapore 048624

Auditors and Independent Auditors : LTC & AssociatesCertified Public Accountants1 Raffles Place #20-02OUB CentreSingapore 048616

Solicitors to the Invitation : Shook Lin & Bok1 Robinson Road #18-00AIA TowerSingapore 048542

Solicitors to the Manager, : Venture Law LLCUnderwriter and Placement Agent 50 Raffles Place #31-01

Singapore Land TowerSingapore 048623

4

CORPORATE INFORMATION

Legal Advisers to the Company : Natee International Law Office Limitedon Thai Law Alma Link Building, 16th Floor

25 Soi Chidlom, Ploenchit RoadBangkok 10330Thailand

Legal Advisers to the Company : Zaid Ibrahim & Coon Malaysian Law Suite 31.01 Level 31

Johor Bahru City Square106-108, Jalan Wong Ah Fook80000 Johor BahruJohor Darul TakzimMalaysia

Legal Advisers to the Company : Guyala Law Officeon Philippine Law Suite 103 CLF 1 Bldg

1167 Chino Roces Avenue 1231 Makati City, Metro ManilaPhilippines

Legal Advisers to the Company : HoeYue Law Firmon PRC Law Suite 1708-1709 North Finance Tower

5 Youyi Avenue, Tianjin 300201China

Principal Banker : DBS Bank Ltd6 Shenton WayDBS Building Tower OneSingapore 068809

Receiving Banker : United Overseas Bank Limited80 Raffles PlaceUOB Plaza Singapore 048624

5

DEFINITIONS

For the purpose of this Prospectus and the accompanying Application Forms, the following definitionshave, where appropriate, been used:-

Companies Within Our Group

“Adampak” or “Company” : Adampak Limited

“Adampak (Philippines)” : Adampak & Print (Phils.), Inc.

“Adampak Screen” : Adampak Screen Printing Pte Ltd

“Adampak (Thailand)” : Adampak (Thailand) Ltd.

“Group” : The group of companies comprising our Company and oursubsidiaries, as at the date of this Prospectus

Our Associated Companies

“Adampak (KL)” : Adampak Graphics (KL) Sdn Bhd

“Adampak (Penang)” : Adampak Graphics Sdn Bhd

“Adampak (Shanghai)” : Aident Corporation (Shanghai) Ltd

“Adampak (Tianjin)” : Adampak Graphics (Tianjin) Ltd

“AG Label” : AG Label Sdn Bhd

Other Organisations and Agencies

“Authority” : The Monetary Authority of Singapore

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“HP” : The merged corporate entities and operations of Hewlett-Packard group of companies and Compaq group ofcompanies and their sub-contractors

“JTC” : Jurong Town Corporation

“Maxtor” : Maxtor Peripherals (S) Pte Ltd

“Primary Sub-Underwriters” and : UOB and UOB Kay Hian Private Limited“Primary Sub-Placement Agents”

“PSB” : Productivity and Standards Board (now known as SpringSingapore)

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd

“Seagate” : Seagate Technology International and where appropriate, itssubsidiaries, related corporations and/or sub-contractors

“SGX-SESDAQ” : SGX-ST Dealing and Automated Quotation System

“SGX-ST” or “Singapore Exchange” : Singapore Exchange Securities Trading Limited

6

DEFINITIONS

“UOB” : United Overseas Bank Limited

“UOB Asia”, “Manager”, : UOB Asia Limited“Underwriter” or “Placement Agent”

“Western Digital” : Western Digital (M) Sdn Bhd, Western Digital (Thailand) Co.,Ltd and Western Digital (Bangpa-In) Co., Ltd

General

“Application Forms” : The printed application forms to be used for the purpose ofthe Invitation and which form part of this Prospectus

“Application List” : The list of applications for subscription of the New Shares

“ATM” : Automated teller machines of a Participating Bank

“Audit Committee” : Our audit committee

“Bonus Issue” : The bonus issue defined in the section entitled “ShareCapital” on page 43 of this Prospectus

“Companies Act” : The Companies Act, Chapter 50 of Singapore

“Consolidation of Shares” : The consolidation of two ordinary shares of $1.00 each in thecapital of our Company as defined in the section entitled“Share Capital” on page 43 of this Prospectus

“Controlling Shareholder” : A person who:-

(a) holds directly or indirectly 15% or more of the nominalamount of all the voting shares in our Company; or

(b) in fact exercises control over our Company

“Directors” : The directors of our Company as at the date of thisProspectus, unless otherwise stated

“Dividend 2003” : The dividend payment defined in the section entitled“Dividend Policy” on page 41 of this Prospectus

“Electronic Applications” : Applications for the Offer Shares made through an ATM orthrough an Internet Banking website subject to and on theterms and conditions of this Prospectus

“EPS” : Earnings per Share

“Executive Directors” : Our Directors as at the date of this Prospectus who performan executive function, mainly, Messrs Chua Cheng Song,George Chua Hook Beng and Anthony Tay Song Seng,unless otherwise stated

“Executive Officers” : Our executive officers as at the date of this Prospectus,unless otherwise stated

“FY” : Financial year ended/ending 31 December

7

DEFINITIONS

“Independent Directors” : The independent Directors of our Company as at the date ofthis Prospectus, unless otherwise stated

“Internet Banking websites” : Internet banking websites of the relevant Participating Banks

“Invitation” : The invitation by our Company to the public to subscribe forthe New Shares at the Issue Price, subject to and on theterms and conditions of this Prospectus

“Issue Price” : $0.20 for each New Share

“Latest Practicable Date” : The latest practicable date prior to the lodgement of thisProspectus with the Authority, being 5 August 2004

“Listing Manual” : The SGX-ST Listing Manual

“Market Day” : A day on which the Singapore Exchange is open for trading insecurities

“MNC” : Multi-national corporation

“New Shares” : The 44,500,000 new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation, subjectto and on the terms and conditions of this Prospectus

“NTA” : Net tangible assets

“OEM” : Original equipment manufacturer

“Offer” : The offer by our Company to the public in Singapore tosubscribe for the Offer Shares at the Issue Price, subject toand on the terms and conditions of this Prospectus

“Offer Shares” : 4,500,000 of the New Shares, which are the subject of theOffer

“Participating Banks” : United Overseas Bank Limited and its subsidiary, Far EasternBank Limited (the “UOB Group”); DBS Bank Ltd (includingPOSB) (“DBS”) and Oversea-Chinese Banking CorporationLimited (“OCBC”)

“PER” : Price earnings ratio

“Placement” : The placement by the Placement Agent on behalf of ourCompany of the Placement Shares for subscription at theIssue Price, subject to and on the terms and conditions of thisProspectus

“Placement Shares” : 40,000,000 of the New Shares (including the ReservedShares) which are the subject of the Placement

“Prospectus” : This prospectus dated 20 September 2004

“Reserved Shares” : 3,750,000 of the Placement Shares reserved for ourIndependent Directors, employees, business associates andthose who have contributed to our success

8

DEFINITIONS

“Securities Account” : Securities account maintained by a depositor with CDP butdoes not include a securities sub-account

“Service Agreements” : The service agreements entered into between our Companyand our Executive Directors, as described on pages 89 and90 of this Prospectus

“Shareholders” : Registered holders of Shares, except where the registeredholder is CDP, the term “Shareholders” shall, in relation tosuch shares mean the Depositors whose Securities Accountsare credited with Shares

“SFA” : The Securities and Futures Act, Chapter 289 of Singapore

“Shares” : Ordinary shares of $0.08 each in the capital of our Company

“Sub-division of Shares” : The sub-division of ordinary shares of $2.00 each in thecapital of our Company as defined in the section entitled“Share Capital” on page 43 of this Prospectus

“Substantial Shareholders” : Persons who have an interest in the Shares the nominalamount of which is not less than five per cent. (5%) of thenominal amount of all the voting shares of our Company

Currencies, Units of Measurement and Others

“PRC” : The People’s Republic of China

“USA” : The United States of America

“sq m” : Square metres

“%” or “per cent.” : Percentage or per centum

“JPY” or “¥” : Japanese yen

“PHP” or “Ps” : Philippine peso

“RM” : Malaysian ringgit

“RMB” : Renminbi

“SGD”, or “$” or “S$” and “cents” : Singapore dollars and cents respectively

“THB” : Thai baht

“USD” or “US$” : United States dollars

The expressions “our”, “ourselves”, “us”, “we” or other grammatical variations thereof shall, unlessotherwise stated, mean our Company, our subsidiaries, our Group or any member of our Group as thecontext may require.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed tothem, respectively, in the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

9

DEFINITIONS

Any reference in this Prospectus and the Application Forms to any statute or enactment is a reference tothat statute or enactment for the time being amended or re-enacted. Any word defined in the CompaniesAct, the SFA or any statutory modification thereof and used in this Prospectus and the Application Formsshall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or statutorymodification thereof, as the case may be.

Any reference in this Prospectus or the Application Forms to Shares being allotted to an applicantincludes allotment to CDP for the account of that applicant.

Any discrepancies in the tables included herein between the total sum of amounts listed and the totalsshown are due to rounding. Accordingly, figures shown as totals in certain tables may not be anarithmetic aggregation of the figures that precede them.

Any reference to a time of day in this Prospectus and the Application Forms shall be a reference toSingapore time, unless otherwise stated.

10

GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of our business, the following glossary provides an explanation onsome of the technical terms and abbreviations (which should not be treated as being definitive of theirmeanings) used in this Prospectus.

“anilox rollers” : Rollers either in ceramic or chrome into which ink issqueezed and transferred onto the surface of printing plates

“Class 100 Cleanroom” : A cleanroom where there are no more than 100 particles percubic foot of air 0.5 microns and larger, and no particles 5.0microns and larger

“Class 1,000 Cleanroom” : A cleanroom where there are no more than 1,000 particlesper cubic foot of air 0.5 microns and larger, and no more than7 particles 5.0 microns and larger

“Class 10,000 Cleanroom” : A cleanroom where there are no more than 10,000 particlesper cubic foot of air 0.5 microns and larger, and no more than70 particles 5.0 microns and larger

“facestock” : The top layer of a label which may be made of film, paper,polyester, aluminium, foam and other suitable materials

“flexographic printing” : A similar printing process as letterpress printing except thatthe ink is squeezed into the cell of anilox rollers andtransferred directly to the raised type or a plate with raisedcharacters

“ISO” : International Organisation for Standardisation, a world-widefederation of national standards bodies

“ISO 9000” : Series of international standards on quality management andquality assurance developed by the ISO Technical Committee176 in 1987, which has been adopted by more than 30countries, including the United Kingdom and USA, as theirnational quality system standard

“ISO 9001:2000” : A constituent part of the ISO 9000 series which states therequirement for a quality management system and covers thefollowing eight management principles: customer focus;leadership; involvement of people; process approach; systemapproach management; continual improvement; factualapproach to decision making; mutually beneficial supplierrelationship

“ISO 9002” : A constituent part of the ISO 9000 series which specifiesrequirements for the following 19 areas: managementresponsibility; quality system; contract review; document anddata control; purchasing; control of customer-suppliedproduct; product identification and traceability; processcontrol; inspection and testing; control of inspection;measuring and test equipment; inspection and test status;control of non-conforming products; corrective and preventiveaction; handling, storage, packaging, preservation anddelivery; control of quality records; internal quality audits;training; servicing and statistical techniques

11

GLOSSARY OF TECHNICAL TERMS

“ISO 14001” : The ISO 14001 standard specifies requirements forestablishing an environmental policy, determiningenvironmental aspects and impacts of products/activities/services, planning environmental objectives and measurabletargets, implementation and operation of programs to meetobjectives and targets, checking and corrective action, andmanagement review. Five areas are addressed as a part ofthis standard: Environmental Management Systems;Environmental Performance Evaluations; EnvironmentalAuditing; Life Cycle Assessment; and Environmental Labelling

“label conversion” : The process of printing and/or die-cutting of label stock intolabels which includes embossing, perforating, laminatingand/or slitting

“label stock” : Raw material for producing finished goods comprisingfacestock, adhesive layer and release liner

“letter press printing” : A printing technique that transfers ink by rollers onto a platewith raised characters which are then pressed onto theprinting surface

“pressure-sensitive” : When used in the context of labels, seals and other die-cutcomponents, means self-adhesive

“silk-screen printing” : A stencil method of printmaking in which a design is imposedon a screen of silk or other fine mesh, with blank areascoated with an impermeable substance, and ink is forcedthrough the mesh onto the printing surface. Labels printed bythis method are mainly used for outdoor signage and forproducts which require constant physical contact by userswith the labels such as touch-pads for facsimile machinesand computer printers

“thermal transfer printing” : A printing method where computer-controlled arrays ofheating elements are used to transfer dyes or wax layers froma ribbon to a piece of receiving paper

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in the press releases and oral statementsthat may be made by us or our Directors, Executive Officers or employees acting on our behalf, that arenot statements of historical fact, constitute “forward-looking statements”. Some of these statements canbe identified by words that have a bias towards, or are, forward-looking such as “anticipate”, “believe”,“could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”,“should”, “will” and “would” or similar words. However, these words are not the exclusive means ofidentifying forward-looking statements. All statements regarding our expected financial position, operatingresults, business strategy, plans and prospects and future prospects of our Group’s industry are forward-looking statements. These forward-looking statements, including statements as to our revenue andprofitability, prospects, future plans and other matters discussed in this Prospectus regarding matters thatare not historical facts, are only predictions. These forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause our actual future results, performance orachievements to be materially different from any future results, performance or achievements expected,expressed or implied by such forward-looking statements. These factors and uncertainties that couldcause actual results, performance and achievements to differ materially include, but are not limited to,those discussed under the sections “Risk Factors”, “Management’s Discussion and Analysis of FinancialPosition and Results of Operations” and “General Information on our Company and our Group”.

These forward-looking statements are applicable only as of the date of this Prospectus.

Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Prospectus, undue reliance must not be placed on these statements. Our actual future results,performance or achievements may differ materially from those anticipated in these forward lookingstatements. Neither we, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any other person represents or warrants that ouractual future results, performance or achievements will be as discussed in those statements.

Further, our Company, the Manager, the Underwriter and the Placement Agent disclaim anyresponsibility to update any of those forward-looking statements or publicly announce any revisions tothose forward-looking statements to reflect future developments, events or circumstances for any reason,even if new information becomes available or other events occur in the future. We are, however, subjectto the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular,pursuant to Section 241 of the SFA if, after this Prospectus is registered but before the close of theInvitation, we become aware of (a) a false or misleading statement or matter in this Prospectus; (b) anomission from this Prospectus of any information that should have been included in it under Section 243of the SFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with theAuthority and could have been required under Section 243 of the SFA to be included in this Prospectus,if it had arisen before this Prospectus was lodged, and that is materially adverse from the point of view ofan investor, we may lodge a supplementary or replacement document with the Authority.

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SELLING RESTRICTIONS

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares inany jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to anyperson to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will betaken under the requirements of the legislation or regulations of, or of the legal or regulatoryrequirements of, any jurisdiction, except for the lodgement and/or registration of this Prospectus inSingapore in order to permit a public offering of the New Shares and the public distribution of thisProspectus in Singapore. The distribution of this Prospectus and the offering of the New Shares incertain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may comeinto possession of this Prospectus are required by us, the Manager, the Underwriter, the PlacementAgent, the Primary Sub-Underwriters and the Primary Sub-Placement Agents to inform themselvesabout, and to observe and comply with, any such restrictions at their own expense and without liability tous, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters and the PrimarySub-Placement Agents.

Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person,reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoevernor permit or cause the same to occur.

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LISTING ON THE SGX-SESDAQ

Application has been made to the SGX-ST for permission to deal in, and for quotation of, all our Sharesalready issued and the New Shares which are the subject of the Invitation. Such permission will begranted when our Company has been admitted to the Official List of the SGX-SESDAQ. Acceptance ofapplications will be conditional upon, inter alia, the issue of the New Shares and permission beinggranted to deal in, and for quotation of, all the issued Shares and the New Shares. Monies paid inrespect of any application accepted will, subject to applicable laws, be returned, without interest or anyshare of revenue or benefit arising therefrom and at your own risk, if completion of the Invitation does notoccur because the said permission is not granted or for any other reason and you will not have any claimagainst us, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters or thePrimary Sub-Placement Agents.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reportscontained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-SESDAQis not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, ourShares or the New Shares.

A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumesno responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authoritydoes not imply that the SFA, or any other legal or regulatory requirements, have been complied with.The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the casemay be, being offered or in respect of which an invitation is made, for investment.

We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. Inparticular, if after this Prospectus is registered but before the close of the Invitation, we become awareof:-

(a) a false or misleading statement or matter in this Prospectus;

(b) an omission from this Prospectus of any information that should have been included in it underSection 243 of the SFA; or

(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority whichwould have been required by Section 243 of the SFA to be included in this Prospectus if it hadarisen before this Prospectus was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement prospectus with the Authority pursuant to Section 241 of the SFA.

Under the SFA, the Authority may, in certain circumstances issue a stop order (the “stop order”) to ourCompany, directing that no or no further Shares to which this Prospectus relates, be allotted, issued orsold. Such circumstances will include a situation where this Prospectus (i) contains a statement ormatter, which in the opinion of the Authority is false or misleading, (ii) omits any information that shouldbe included in accordance with the SFA or (iii) does not, in the opinion of the Authority, comply with therequirements of the SFA.

In the event that the Authority issues a stop order pursuant to Section 242 of the SFA and applications tosubscribe for the New Shares to which this Prospectus relates have been made prior to the stop order,and:

(a) where the New Shares have not been issued to the applicants, the applications shall be deemedto have been withdrawn and cancelled and our Company shall, within 14 days from the date of thestop order, pay to the applicants all moneys the applicants have paid on account of theirapplications for the New Shares; or

(b) where the New Shares have been issued to the applicants, the issue of the New Shares shall bedeemed to be void and our Company shall, within 14 days from the date of the stop order, pay tothe applicants all moneys paid by them for the New Shares.

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This Prospectus has been seen and approved by our Directors and they individually and collectivelyaccept full responsibility for the accuracy of the information given in this Prospectus and confirm, havingmade all reasonable enquiries, that to the best of their knowledge and belief, the facts contained in thisProspectus are true and accurate and not misleading, all expressions of opinion, intention andexpectation contained in this Prospectus are fair and accurate in all material respects as at the date ofthis Prospectus, and there are no material facts the omission of which would make any statement in thisProspectus misleading.

No person has been or is authorised to give any information or to make any representation not containedin this Prospectus in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Manager, the Underwriter,the Placement Agent, the Primary Sub-Underwriters or the Primary Sub-Placement Agents. Neither thedelivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances,constitute a continuing representation or create any suggestion or implication that there has been nochange or development likely to involve a change in our affairs, condition or prospects, or our Shares andthe New Shares or in any statements of fact or information contained in this Prospectus since the date ofthis Prospectus. Where such changes occur and are material or are required to be disclosed by law, wemay make an announcement of the same to the SGX-ST and/or the Authority and will comply with therequirements of the SFA and/or other requirements of the SGX-ST and/or the Authority, including ifrequired, the lodgement of an amendment to this Prospectus or a supplementary or replacementdocument pursuant to Sections 240 or 241 of the SFA, as the case may be, and take immediate steps tocomply with the said sections. All applicants should take note of any such announcement and/ordocument and, upon release of such an announcement and/or document, shall be deemed to havenotice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be reliedupon as, a promise or representation as to our future performance or policies.

Neither we, UOB Asia, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any otherparties involved in the Invitation is making any representation to any person regarding the legality of aninvestment in our Shares by such person under any investment or any other laws or regulations. Noinformation in this Prospectus should be considered to be business, legal, financial or tax advice. Eachprospective investor should consult his own professional or other advisers for business, legal, financial ortax advice regarding an investment in our Shares. Investors should be aware they may be required tobear the financial risk of an investment in our Shares for an indefinite period of time.

This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied uponby any persons other than the applicants in connection with their application for the New Shares or forany other purpose.

This Prospectus does not constitute an offer of, solicitation, or invitation to subscribe for, theNew Shares in any jurisdiction in which such offer, solicitation or invitation is unauthorised orunlawful nor does it constitute an offer, solicitation or invitation to any person to whom it isunlawful to make such offer, solicitation or invitation.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subjectto availability, during office hours from:-

UOB ASIA LIMITED1 Raffles Place #13-01

OUB CentreSingapore 048616

and from members of the Association of Banks in Singapore, members of the SGX-ST and merchantbanks in Singapore. A copy of the Prospectus is also available on:-

(a) the SGX-ST’s website at http://www.sgx.com; and

(b) the Authority’s website at http://www.mas.gov.sg.

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The Application List will open at 10.00 a.m. on 27 September 2004 and will remain open until12.00 noon on the same day or for such further period or periods as our Directors, in consultationwith the Manager, may decide, subject to any limitation under all applicable laws. Where asupplementary document or replacement document has been lodged with the Authority, theApplication List shall be kept open for at least 14 days after the lodgement of the supplementarydocument or replacement document.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for the New Shares and:-

(a) where the New Shares have not been issued to the applicants, our Company shall either:-

(i) within seven days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to withdraw their applications; or

(ii) treat the applications as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled, and our Company shall, within seven daysfrom the date of lodgement of the supplementary or replacement prospectus, return allmonies paid in respect of any application; or

(b) where the New Shares have been issued to the applicants, our Company shall either:-

(i) within seven days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to return the New Shares, which they donot wish to retain title in; or

(ii) treat the issue of the New Shares as void, in which case the issue shall be deemed void andour Company shall, within seven days from the date of lodgement of the supplementary orreplacement prospectus, return all monies paid in respect of any application.

An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall,within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify ourCompany of this, whereupon our Company shall, within seven days from the receipt of such notification,pay to him all monies paid by him on account of his application for those New Shares without interest ora share of revenue or benefit arising therefrom, at the applicant’s risk.

An applicant who wishes to exercise his option under paragraph (b)(i) to return the New Shares issued tohim shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus,notify our Company of this and return all documents, if any, purporting to be evidence of title to thoseNew Shares, to our Company, whereupon our Company shall, within seven days from the receipt of suchnotification and documents, if any, pay to him all monies paid by him for those Shares and the issue ofthose New Shares shall be deemed to be void.

Details of the procedure for application for the New Shares are set out in Appendix F to this Prospectus.

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INDICATIVE TIMETABLE FOR LISTING

In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public offeringshares on a “when issued” basis, an indicative timetable is set out below for your reference:-

Indicative date/time Event

27 September 2004, 12 noon Close of Application List

28 September 2004 Balloting of applications, if necessary (in the event of an over-subscription for the Offer Shares)

29 September 2004, 9.00 a.m. Commence trading on a “when issued” basis

11 October 2004 Last day of trading on a “when issued” basis

12 October 2004, 9.00 a.m. Commence trading on a “ready” basis

15 October 2004 Settlement date for all trades done on a “when issued” basis andfor all trades done on a “ready” basis on 12 October 2004

The above timetable is only indicative as it assumes that the closing of the Application List is 27September 2004, the date of admission of our Company to the Official List of the SGX-SESDAQ is 29September 2004, the shareholding spread requirement will be complied with and the New Shares will beissued and fully paid up prior to 29 September 2004. The actual date on which our Shares willcommence trading on a “when issued” basis will be announced when it is confirmed by the SGX-ST.

The above timetable and procedure may be subject to such modifications as the SGX-ST may in itsdiscretion decide, including the decision to permit trading on a “when issued” basis, and thecommencement date of such trading. All persons trading in our Shares on a “when issued” basis do soat their own risk. In particular, persons trading in our Shares before their Securities Accounts withCDP are credited with the relevant number of Shares do so at the risk of selling Shares whichneither they nor their nominees, if applicable, have been allotted with or are otherwise beneficiallyentitled to. Such persons are also exposed to the risk of having to cover their net sell positionsearlier if “when issued” trading ends sooner than the indicative date mentioned above. Personswho have a net sell position traded on a “when issued” basis should close their position on orbefore the first day of “ready” basis trading.

The Invitation will be open from 21 September 2004 to 27 September 2004. In the event of any changesin the closure of the Application List or the time period during which the Invitation is open, we will publiclyannounce the same:-

(i) through a MASNET announcement to be posted on the Internet at the SGX-ST websitehttp://www.sgx.com; and

(ii) in a local English newspaper.

Investors should consult the SGX-ST’s announcement on the “ready” trading date on the Internet (at theSGX-ST’s website http://www.sgx.com), or the newspapers, or check with their brokers on the date onwhich trading on a “ready” basis will commence.


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We will publicly announce the level of subscription for the New Shares and the basis of allocation of theNew Shares pursuant to the Invitation, as soon as it is practicable after the closure of the ApplicationList:-

(i) through a MASNET announcement to be posted on the Internet at the SGX-ST websitehttp://www.sgx.com; and

(ii) in a local English newspaper.

PLAN OF DISTRIBUTION

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The Issue Price is determined by us, in consultation with the Manager, based on the prevailing marketconditions and estimated demand for our Shares determined through a book-building process. The IssuePrice is the same for all the New Shares and is payable in full on application.

There are no arrangements whereby the number of Shares being offered pursuant to this Invitation maybe increased by the exercise of an underwriter’s over-allotment option.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription at theIssue Price. The terms, conditions and procedures for application and acceptance are described inAppendix F of this Prospectus.

Pursuant to the terms and conditions contained in the Management and Underwriting Agreement enteredinto between our Company and UOB Asia dated 20 September 2004, we have appointed UOB Asia tomanage the Invitation and underwrite the 4,500,000 Offer Shares. UOB Asia may, at its absolutediscretion, appoint one or more sub-underwriters for the Offer Shares.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares to the extent there is an over-subscription for the Placement Shares as at the close ofthe Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or thePlacement Shares are fully subscribed or over-subscribed as at the close of the Application List, thesuccessful applications for the Offer Shares will be determined by ballot or otherwise as determined byour Directors and approved by the SGX-ST.

Placement Shares

Application for the Placement Shares may only be made by way of Application Forms. The terms,conditions and procedures for application and acceptance are described in Appendix F of thisProspectus.

Pursuant to the terms and conditions in the Placement Agreement entered into between our Companyand the Placement Agent dated 20 September 2004, UOB Asia has agreed to subscribe for or procuresubscriptions for the Placement Shares (including Reserved Shares) at the Issue Price. UOB Asia may,at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares.

In the event of an under-subscription for the Placement Shares as at the close of the Application List,that number of Placement Shares not subscribed for shall be made available to satisfy excessapplications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as atthe close of the Application List.

Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to paybrokerage of 1% of the Issue Price.

Reserved Shares

To recognise their contributions to our Group, we have reserved 3,750,000 Placement Shares forsubscription at the Issue Price by our Independent Directors, employees, business associates and thosewho have contributed to our success. However, none of them will be offered more than 5% of the totalInvitation size of 44,500,000 New Shares. These Reserved Shares are not subject to any moratoriumand may be disposed of after the admission of our Company to the Official List of the SGX-SESDAQ. Inthe event that any of the Reserved Shares are not taken up as at the close of the Application List, theywill be made available to satisfy excess applications for the Placement Shares to the extent there is anover-subscription for the Placement Shares as at the close of the Application List or, in the event of an

PLAN OF DISTRIBUTION

under-subscription for the Placement Shares as at the close of the Application List, to satisfy excessapplications made by members of the public for the Offer Shares to the extent there is an over-subscription for the Offer Shares as at the close of the Application List.

The terms, conditions and procedures for application are described in Appendix F of this Prospectus.

Save as disclosed in the section “Principal Shareholders” on pages 93 to 95 of this Prospectus, none ofour Directors or Substantial Shareholders intend to subscribe for the New Shares in the Invitation.

We are not aware of any person who intends to subscribe for more than 5% of the New Shares.However, through a book-building process to assess market demand for our Shares, there may bepersons who may indicate an interest to subscribe for Shares amounting to more than 5% of the NewShares. If such person(s) were to make an application for Shares amounting to more than 5% of theNew Shares and are subsequently allotted such numbers of Shares, we will make the necessaryannouncements at an appropriate time. The final allotment of Shares will be in accordance with theshareholding spread and distribution guidelines as set out in Clause 210 of the Listing Manual.

Further, no Shares shall be allotted on the basis of this Prospectus later than six months after the date ofthis Prospectus.

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PROSPECTUS SUMMARY

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The following summary is qualified in its entirety by, and is subject to, the more detailed information andfinancial statements (including the notes thereto) appearing elsewhere in this Prospectus. Terms definedelsewhere in this Prospectus have the same meanings when used herein. Prospective investors shouldcarefully consider all the information presented in this Prospectus, particularly the matters set out under“Risk Factors” beginning on page 29 of this Prospectus before making an investment decision.

OVERVIEW OF OUR GROUP

Our company registration number is 197900079M. Our company was incorporated in Singapore underthe Companies Act on 10 January 1979 as a private company under the name of Adampak & Print PteLtd and changed our name to Adampak Pte Ltd on 9 July 2004. On 15 July 2004, we were convertedinto a public limited company and changed our name to Adampak Limited.

Our headquarters is in Singapore and as at the Latest Practicable Date, we have three subsidiaries, onein Singapore, one in the Philippines and one in Thailand, and five associated companies of which threeare in Malaysia and two are in the PRC.

OUR BUSINESS

Our principal activity is the manufacture of labels, seals and other die-cut components mainly for theelectronics, pharmaceutical/medical equipment and supplies and chemical industries. These labels,seals and other die-cut components are mainly pressure-sensitive, ie. self-adhesive.

Labels are printed matter affixed to products for the purpose of identification, description, warning or tosupply other types of information. We produce mainly information labels, blank labels and bar codelabels. Information labels convey messages and other types of information for computer and peripherals,consumer electronics, pharmaceutical/medical equipment and supplies, industrial, commercial, and otherconsumer products. We produce information labels using letterpress, flexographic, thermal transfer andsilk-screen printing methods. Blank labels are supplied to our customers for their own printing of non-standard variable information. Bar code labels, produced using the thermal transfer printing method,consists of a group of specially-patterned bars and spaces that are designed for identification purposes.Our Group also produces seals mainly for hard disk drives, and other die-cut components for bonding,sealing, insulation, protection and shielding purposes for electronics, telecommunication and otherequipment. In addition, we also on-sell thermal transfer ribbons and printer heads to our customers toenable them to print on labels.

Our major customers include Seagate, HP, Western Digital and Maxtor.

We have two manufacturing facilities in Singapore, one in the Philippines and one in Thailand. Inaddition, we have manufacturing presence in Malaysia through two of our associated companies, and inPRC through one of our associated companies.

Adampak was the first label company in Singapore to achieve ISO 9002 certification by the then PSB in1992 and also the first label company in Singapore to be certified ISO 14001 by the then PSB in 1999.Under the new ISO criteria, Adampak was certified ISO 9001:2000 in 2002. Adampak (Thailand) wascertified ISO 9001:2000 in 2003. Adampak (Philippines) was certified ISO 9002:1994 in 2001 and wascertified ISO 9001:2000 in 2004.

In recognition of the quality of our products, we have also received various client awards/certifications.Please refer to page 59 under “Quality Assurance” of this Prospectus.

PROSPECTUS SUMMARY

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COMPETITIVE STRENGTHS

Our Directors believe that our competitive strengths are as follows:-

Our ability, track record and capacity to produce quality pressure-sensitive labels, seals and otherdie-cut components for MNCs mainly in the electronics and pharmaceutical/medical equipmentand supplies industries

The extensive customer base we have built includes MNCs known generally for their stringent qualityrequirements for the various aspects of their products. They include major computer and computerperipherals manufacturers such as HP; hard disk-drive manufacturers such as Seagate, Western Digitaland Maxtor; telecommunication equipment manufacturers such as Motorola Electronics Pte Ltd; andpharmaceutical and related equipment manufacturers such as Drug Houses of Australia (Asia) Pte Ltd,Baxter Healthcare Pte Ltd and Becton Dickinson Medicals (S) Pte Ltd. We believe that our existing aswell as prospective customers would generally prefer to engage a company with proven track record inthe industry.

Our network of manufacturing facilities in Asia

Our geographical expansion within Asia ie. manufacturing plants in Singapore, the Philippines andThailand, and through our associated companies in Malaysia and PRC, provides us with the advantageof close proximity to our customers, which enables us to provide localised services to them and toservice them in a timely and cost-effective manner.

Our timely response to the needs of our customers

We have invested and upgraded our technological capabilities to ensure that our products are inaccordance with our customers’ quality and service delivery requirements. For example, in 2002, weinstalled Class 100 Cleanroom and Class 1,000 Cleanroom production facilities, to add to our existingClass 10,000 Cleanroom production facility, for the production of labels, seals and other die-cutcomponents under “clean room” conditions in order to serve a wider section of the electronics industry.

Our capabilities to provide integrated solutions for the production of pressure-sensitive labels,seals and other die-cut components

We are an integrated label converter, with capacity in pre-press and production aspects of the labelconversion process. Our manufacturing facilities serve as our integrated design and production cumlogistic centres. We believe that our clients enjoy the convenience, savings on cost and efficiency whichcome with the provision of a comprehensive range of services.

Cost-efficient operations

We endeavour to continue to maintain cost efficiency in our operations, in order to continue to price ourproducts competitively whilst maintaining healthy margins. We intend to continue to leverage on ourexpertise and experience to constantly improve our systems and processes, as well as upgrade ourequipment and facilities, if necessary, in order to enhance productivity and cost efficiencies.

Well-established relationships with customers

We have over the past 25 years, developed and maintained good and long-term relationships with ourcustomers. Our established relationships with our customers and suppliers enable us to continue tosecure new orders more effectively and efficiently. Approximately 64.8%, 65.3% and 73.1% of ourrevenue for FY2001, FY2002, and FY2003 respectively were from repeat customers.

We have an experienced management team

We have an experienced management who have been responsible for our growth and success to-date.We are led by our Chief Executive Officer, Mr Chua Cheng Song, who has been with our Company forapproximately six years, and is equipped with over 25 years of experience in finance, human resourcesand general management. Our Regional Business Development Director, Mr George Chua Hook Beng,and our Executive Director, Mr Anthony Tay Song Seng, each have over 20 years of experience in theindustry. In addition, they are assisted by a competent, dedicated and dynamic management team.

PROSPECTUS SUMMARY

OUR FUTURE PLANS

Setup of a manufacturing plant in the PRC

We have on 22 March 2004 received approval to establish a subsidiary in Suzhou, PRC to setup amanufacturing plant in Suzhou, PRC. The manufacturing plant is expected to be operational by the firsthalf of 2005. This would allow us to tap on the increasing concentration in PRC of OEMs/MNCsparticularly in the electronics industry, as well as in the pharmaceutical/medical equipment and suppliesindustry. Our planned manufacturing facility in Suzhou will put us in close proximity to our existingcustomers and will enable us to generate new customers in PRC. Approximately $3.5 million from the netproceeds of the Invitation will be used to finance the setting up of the new manufacturing plant in PRC.

Expansion of existing markets and development of new markets for our products

While the electronics industry will continue to be the main market for our products, we will endeavour tomake further inroads into the pharmaceutical/medical equipment and supplies, and chemical industries.Furthermore, we believe there exists a market for our products in other industries such as food andbeverage, logistics and retail. We will continue to market our products to other industries as and when theopportunity arises and when it is economically feasible. We will also increase our marketing efforts forour products with specific features such as security and radio frequency identification (“RFID”).

Expansion through acquisitions or strategic partnerships

Where opportunities arise, we will expand our capabilities and business through acquisitions, strategicpartnerships and/or joint ventures with other manufacturers which can add value to our business.

OVERVIEW OF OPERATING RESULTS, FY2001 TO FY2003

In the last 3 financial years FY2001, FY2002 and FY2003, our revenue was approximately $24.5 million,$32.3 million, and $36.2 million respectively. Our net profit was approximately $1.7 million, $1.2 millionand $4.0 million respectively.

WHERE YOU CAN FIND US

Our principal and registered office is located at 6 Loyang Way 4, Singapore 507605. Our telephonenumber is (65) 6747 9922. Our Internet address is http://www.adampak.com. Information contained onour web-site does not constitute a part of this Prospectus.

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PROSPECTUS SUMMARY

THE INVITATION

Issue Size : 44,500,000 New Shares offered in Singapore by way of public offer andplacement, managed and underwritten by UOB Asia, comprising4,500,000 Offer Shares and 40,000,000 Placement Shares (includingthe Reserved Shares).

The New Shares will, upon issue and allotment, rank pari passu in allrespects with our existing issued Shares.

Issue Price : $0.20 for each New Share.

Purpose of the Invitation : Our Directors consider that the listing of our Company and thequotation of our Shares on the Official List of the SGX-SESDAQ willenhance our public image and enable us to tap the capital markets toraise equity funds for the expansion of our business operations. TheInvitation will also provide the members of the public, our IndependentDirectors, employees, business associates and those who havecontributed to our success with an opportunity to participate in theequity of our Company. In addition, the proceeds of the issue of theNew Shares will also provide us with additional working capital tofinance our business expansion.

The Offer : The Offer comprises an offering of 4,500,000 Offer Shares to themembers of the public in Singapore.

The Placement : The Placement comprises an offering of 40,000,000 Placement Sharesby way of placement comprising:-

(a) 36,250,000 Placement Shares for application by way ofApplication Forms; and

(b) 3,750,000 Reserved Shares.

Reserved Shares : 3,750,000 of the Placement Shares will be reserved for ourIndependent Directors, employees, business associates and those whohave contributed to our success. In the event that any of the ReservedShares are not taken up, they will be made available to satisfyapplications for the Placement Shares, or in the event of an under-subscription of the Placement Shares, to satisfy excess applications forthe Offer Shares.

Listing Status : Our Shares will be quoted on the SGX-SESDAQ, subject to ouradmission to the Official List of the SGX-SESDAQ and permission fordealing in and for quotation of our Shares being granted by the SGX-ST and the Authority not issuing a stop order.

Risk Factors : Investing in our Shares involves risks which are described in the “RiskFactors” section beginning on page 29 of this Prospectus.

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PROSPECTUS SUMMARY

26

SUMMARY FINANCIAL INFORMATION

The following selected consolidated financial information should be read in conjunction with the full text ofthis Prospectus, including the “Audited Consolidated Financial Statements for the Financial Years Ended31 December 2001, 2002 and 2003” set out in Appendix B of this Prospectus and the related notes. Ourfinancial statements are prepared and presented in accordance with Singapore Financial ReportingStandards.

Operating Results of our Group

Audited

FY2001 FY2002 FY2003$’000 $’000 $’000

Revenue 24,502 32,311 36,214Cost of sales (18,946) (24,938) (26,316)

Gross profit 5,556 7,373 9,898Other operating income(1) 689 263 325Distribution and selling expenses (1,873) (2,417) (2,721)Administrative expenses (2,789) (3,404) (3,361)Other operating expenses (124) (499) (362)

Profit from operations 1,459 1,316 3,779Finance costs (158) (224) (234)

Profit before income from associated companies 1,301 1,092 3,545Income from associated companies 673 773 1,648

Profit before taxation 1,974 1,865 5,193Taxation (227) (683) (1,147)

Net profit(2) 1,747 1,182 4,046

Basic EPS (cents)(3) 1.33 0.90 3.08

Notes:-

(1) Other operating income comprises mainly gain on disposal of plant and equipment, net foreign exchange gain, reversal ofprovision for doubtful trade debts and interest income as well as cash discounts received.

(2) Had the Service Agreements been in place in FY2003, the estimated total remuneration for our Executive Directors wouldhave been approximately $1,050,000 instead of $1,172,000, profit before taxation would have been approximately$5,315,000 instead of $5,193,000 and net profit would have been approximately $4,142,000 instead of $4,046,000. Thehistorical net earnings per Share for FY2003 based on the pre-Invitation issued share capital of 131,250,000 Shares wouldhave been approximately 3.16 cents instead of 3.08 cents.

(3) For comparative purposes, the EPS has been calculated based on net profit and the pre-Invitation issued share capital of131,250,000 Shares.

PROSPECTUS SUMMARY

Financial Position of our Group

Audited

As at 31 As at 31 As at 31 December December December

2001 2002 2003$’000 $’000 $’000

Property, plant and equipment 11,918 12,542 10,845Investments in associated companies 4,395 4,842 6,151Negative goodwill (333) (300) (267)Current assets 11,673 14,564 16,479Current liabilities (5,610) (8,462) (7,167)Net current assets 6,063 6,102 9,312Non-current liabilities (2,836) (3,397) (2,516)

Net assets 19,207 19,789 23,525

Share capital 1,500 1,500 1,500Capital reserves 1,341 1,092 1,133Retained profits 16,015 16,846 15,892Proposed dividends 351 351 5,000

Shareholders’ equity 19,207 19,789 23,525

NTA per Share (cents)(1) 13.88 14.29 17.11

Note:-

(1) NTA has been arrived at based on the net assets of our Group as at the relevant balance sheet dates after deductingrevaluation surplus of $1.3 million and adding back negative goodwill. For comparative purposes, the NTA per Share at therelevant balance sheet dates has been calculated based on the pre-Invitation issued share capital of 131,250,000 Shares.

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EXCHANGE RATES

For inclusion in our Group’s financial statements, the income statements of our foreign subsidiaries andassociated companies have been translated at average exchange rates for FY2001, FY2002 and FY2003and for the period from 1 January 2004 to 30 June 2004. All assets and liabilities of foreign subsidiariesand associated companies are translated at the exchange rates prevailing at the end of the financialyear/period. Exchange differences arising from translation are taken directly to shareholders’ equity(translation reserves).

The following tables set out the exchange rates that have been used by our Company to translate thefinancial statements of our foreign subsidiaries and associated companies for FY2001, FY2002 andFY2003 and for the period from 1 January 2004 to 30 June 2004, unless otherwise stated. Theseexchange rates are used by our Company for internal accounting and are only included for illustrativepurposes. They should not be construed as a representation that those Singapore dollar or foreigncurrency amounts could have been, or could be, converted into the foreign currency or Singapore dollaramounts, as the case may be, at any particular rate, the rates (equivalent to S$1.00) stated below, or atall.

Income Statements

Average exchange rates 6 months

endedFY2001 FY2002 FY2003 30 June 2004

THB 23.8095 23.9808 23.9521 23.3481

PHP 28.5714 31.3315 31.0076 33.1126

RM 2.1277 2.1169 2.1786 2.2386

Balance Sheets

Exchange rates FY2001 FY2002 FY2003 30 June 2004

THB 24.2718 25.0000 23.2558 23.8095

PHP 27.7008 30.6748 32.2581 33.3333

RM 2.0492 2.1882 2.1930 2.2371

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RISK FACTORS

29

You should carefully evaluate each of the following considerations and all of the other information setforth in this Prospectus before deciding to invest in the New Shares. Some of the following considerationsrelate principally to the industry in which we operate and our business in general. Other considerationsrelate principally to general economic and political conditions, the securities market and ownership of theNew Shares, including possible future dilution in value of our Shares.

If any of the following considerations and uncertainties develop into actual events, our business, financialcondition or results of operations could be materially and adversely affected. In such case, the tradingprice of our Shares could decline due to any of these considerations, and you may lose all or part of yourinvestment in our Shares.

This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actualresults, performance and achievements could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below andelsewhere in this Prospectus.

To the best of our Directors’ knowledge and belief, all the risk factors which are material to investors inmaking an informed judgement of our Group are set out below.

RISKS RELATING TO OUR INDUSTRY

A downturn in the electronics industry and inability to seek new customers in other industries ona timely basis will adversely affect our financial performance

We are dependent on customers from the electronics industry. Sales to these customers accounted forabout 82.6%, 89.9% and 90.3% of our revenue in FY2001, FY2002 and FY2003 respectively. In theforeseeable future, we believe that customers from the electronics industry will continue to remain as ourkey customers. As such, any slowdown in the electronics industry for example, as a result of, or inanticipation of, a decline in the general economic conditions could result in a decrease in demand for ourproducts from such customers. Accordingly, should there be any downturn in the electronics industryand if we are not able to seek new customers in other industries on a timely basis, our financialperformance would be adversely affected.

Our inability to adapt to technological changes in the electronics industry will affect ourperformance

The electronics industry is characterised by rapid technological changes. We are required to be agile inadapting to such technological changes as well as to the needs of our customers in the electronicsindustry. If we are unable to keep up with technological changes or the changing needs of our customers(such as acquiring new equipment or technology or developing new products), we will not be able tomeet our customers’ needs. This will have a negative impact on our performance and hence ourprofitability.

We face constant price erosion which will affect our financial performance

Our customers in the electronics industry generally face continual price erosion resulting fromcompetitive pressure, particularly from lower priced electronic products from their competitors. As aresult, we also face constant price erosion on our products as our customers endeavour to reduce theircosts. Our ability to perform is dependent on our ability to control our costs without compromising onproduct quality and services. Our financial performance will be adversely affected if we are unable tomanage our costs and production effectively.

RISK FACTORS

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RISKS RELATING TO OUR COMPANY

We will be materially affected by a change in the business, operations, prospects and conditionsof our associated companies

Adampak (Penang) and Adampak (KL) are our Malaysian associated companies. A substantial portionof our profits before taxation is derived from Adampak (Penang) and its subsidiaries, Adampak (KL), AGLabel and Adampak (Tianjin). For FY2003, our share of profits from the foregoing companies amountedto approximately $1,648,000, representing approximately 31.7% of our total profits before taxation. Therecan be no assurance that the business, operations, prospects and conditions relating to these companieswill continue and not deteriorate in the future, resulting in an adverse impact on our profits. In particular,Adampak (Penang) currently holds a manufacturing licence (the “Licence”) issued by the MalaysianMinistry of International Trade & Industry (“MITI”). There is no assurance that the terms and conditionsstated in the Licence would not be amended to our disadvantage or that the Licence would not berevoked. Any such change or revocation of the Licence and any future or adverse changes to existingMITI guidelines or the introduction of new regulations governing foreign ownership could affect Adampak(Penang)’s contribution to our profitability.

Adampak (Penang) has commenced preparation for a possible application to list on another stockexchange. In such event, our shareholdings will be diluted from our current aggregate shareholdings of50%. Our share of profits will in turn decrease.

In addition, as at the Latest Practicable Date, we have provided corporate guarantees of RM10 millionand US$658,000 for banking facilities extended to an associated company. In the event that ourassociated company defaults on its payments under these banking facilities, we may be required to fulfillour obligations as guarantors. Should this develop into an actual event, our cash flow and financialposition will be materially and adversely affected. For more details on these corporate guarantees, pleaserefer to the section “Capitalisation and Indebtedness” on pages 46 to 49 of this Prospectus.

Please refer to the section “Subsidiaries and Associated Companies” on pages 53 and 54 of thisProspectus for more details on our associated companies.

Loss of or a decrease in supply from our major suppliers will adversely impact our revenue andprofitability

Our customers usually specify the type of raw materials to be used in our products. We are thusdependent on the suppliers of such specified raw materials to fulfil our orders. In FY2003, our majorsuppliers, 3M Technologies (S) Pte Ltd, Avery Dennison Singapore Pte Ltd, Lintec Singapore Pte Ltd andSee Sun Label Co. Pte Ltd accounted for approximately 54.2%, 12.9%, 6.6% and 4.8% of our purchasesrespectively. For further details, please refer to “Major Suppliers” on page 60 of this Prospectus. There isno guarantee that these suppliers will continue to supply their products to us. In the event that thesesuppliers cease or limit their supply of products to us and we are unable to find alternative suppliers, wewill be unable to meet our customers’ requirements and as such there will be an adverse impact on ourrevenue and profitability.

Increase in prices of raw materials will adversely affect our net profit

Our business is susceptible to fluctuations in the price of label stocks which accounted for approximately63.4% of our cost of production in FY2003. Hence, any substantial increase in the prices of label stockswill affect our operating profit as we are unable to increase the prices of the orders accepted by us priorto such increase in the prices of label stocks. Failure to minimise the impact of such increase in pricesthrough regular monitoring of the amount of stocks ordered and held as inventory and the market supplyand demand for label stocks will affect our profit margin and hence our net profit adversely.

We may incur late delivery charges in the event that we are unable to deliver our products on atimely basis

We may encounter situations where we are unable to deliver our products on a timely basis. Forinstance, our delivery may be delayed due to late supply or shortage of raw materials from our suppliers.In the event of late delivery, we may incur late delivery charges. Accordingly, this may have an adverseimpact on our financial performance and a negative impact on our reputation.

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Loss of or a decrease in business from our major customers will adversely affect our revenueand profitability

We are one of the approved suppliers of Seagate, HP, Maxtor and Western Digital, our major customers.In FY2003, sales to Seagate, HP, Maxtor and Western Digital accounted for approximately 31.9%,20.0%, 8.7% and 7.6% of our turnover respectively. For further details, please refer to “Major Customers”on pages 59 and 60 of this Prospectus. There is no assurance that we will continue to be an approvedsupplier of these customers or that we will continue to retain these customers. In addition, in the eventthat we experience any significant decline in business volume from any of these customers, our revenueand profitability will be adversely affected.

We are exposed to credit risks of customers

We are exposed to credit risks of our customers. Our trade debtors balances as at 31 December 2003was approximately $8.1 million. This accounted for approximately 49.4% of our current asset balancesas at 31 December 2003. Our Group does not have a general policy on provision for doubtful debts.Provision for doubtful debts are made once identified by the management, ie. specific provision, some ofwhich may involve delays/non-payments ensuing from documentation issues or disputes over quantities.Our provision for doubtful trade debts as at 31 December 2001, 2002 and 2003 were approximately$69,000, $62,000 and $96,000 respectively.

We are exposed to risk of loss from fire, theft and natural disasters

We are exposed to the risk of loss/damage to our properties, machinery and inventories ensuing fromfire, theft and/or natural disasters such as earthquakes and floods. Such events may disrupt or cause acessation in our operations, which may adversely affect our financial results. While our insurancepolicies cover some losses arising from business interruption, damage or loss of our machinery andinventories, our insurance may not be sufficient to cover all of our potential losses. Should such lossexceed the insurance coverage or is not covered by the insurance policies we have taken up, ourfinancial performance may be adversely affected.

We may be affected by terrorist attacks and other events

Our plant operations and customers are located in various countries, mainly in Asia. Risk of terroristrelated activities and other similar events/disturbances such as the attack in USA in 2001 and thebombings in Bali, Indonesia in October 2002 and in Madrid, Spain in March 2004 have heightened.These events which are beyond our control may substantially damage our physical assets and maycause disruption or cessation in our operations, and/or the business operations of our customers whichmay in turn affect their orders to us. These may affect our financial results.

Our profits will be affected by stock write-off

To even out our production schedule and to meet any urgent or unplanned orders from customers, weproduce labels based on forecast demand given by customers. As such, we stock raw materials basedon customers’ production needs and forecast demand. As the raw materials used for each product arespecified by customers, there is a risk of stock obsolescence when a product requiring a specific rawmaterial is phased out. This will result in stock write-off and lower profits. Our Group does not have ageneral policy on provision for stock obsolescence and stock write-off. Provision for stock obsolescenceand stock write-off are made once identified by the management, ie. specific provision. There were nomaterial stocks written off in FY2001 to FY2003, and any write-offs were directly made through materialsconsumed as part of cost of sales. We will monitor our stock write-offs by using a separate account witheffect from FY2004.

RISK FACTORS

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Our business would be affected by political, economic, regulatory and social uncertainties ofcountries which we operate in and/or export to

Our business will be adversely affected by political, economic, regulatory and social uncertainties in thecountries that we operate in and/or export to. Currently, apart from Singapore, we also operate in thePhilippines and Thailand as well as in PRC and Malaysia through our associated companies. As such,we will have to operate within the framework of the respective government regulations and legal system,and be regulated thereby. Our business and future growth is also dependent on the political, economic,regulatory and social conditions of these countries. Any changes in the political environment and thepolicies by the governments of these countries, which include, inter alia, restrictions on imports,restrictions on foreign currency conversion or transfer of funds, the requirement for approval bygovernment authorities, changes in laws, regulations and interpretation thereof and changes in taxationcould adversely affect our operations, financial position and/or performance and future growth.

Currency fluctuations may have an adverse impact on our performance

Our transactions with our customers are mainly in SGD, USD and THB and our purchases and operatingexpenses are also denominated mainly in SGD, USD and THB. In FY2003, the proportions of ourrevenues in SGD, USD and THB were 15.4%, 74.6% and 8.9% respectively and the proportion ofpurchases and operating expenses in SGD, USD and THB were 39.5%, 48.1% and 5.2% respectively.Our foreign currency exchange risk arises mainly from foreign currency denominated revenue andpurchases and operating expenses. The different exchange rates prevailing at the time of the purchasesand sales and the payment for the purchases and receipt of our sales proceeds, respectively, may giverise to such foreign currency exposure. While there is to a certain extent a natural hedge betweenrevenue receipts and purchases and operating expenses payments, we could incur net foreign exchangelosses should THB and USD have any significant adverse fluctuation against SGD.

Further, we are subject to translation risks as our consolidated financial statements are denominated inSGD while the financial statements of our overseas subsidiaries are prepared in PHP and THB andthose of our associated companies are prepared in RM and RMB. In the preparation of our consolidatedfinancial statements, the financial statements of our subsidiaries and associated companies in therelevant countries are translated from their respective measurement currencies based on the prevailingexchange rates as at the relevant balance sheet dates, except for share capital and reserves (which aretranslated at historical exchange rates) and profit and loss items which are translated at averageexchange rates for the relevant financial years. As such, any significant fluctuation in SGD against therespective foreign currencies will have an effect on our financial results, including our financial position.

We also maintain USD, THB, PHP and JPY bank accounts for our business. Any depreciation of theUSD, THB, PHP and JPY against SGD will result in us incurring foreign exchange losses due torevaluation of the relevant financial assets.

Currently, we do not have a formal hedging policy as our management believes that it is more efficient forus to assess each transaction on the need to hedge, if necessary, individually. We will continue tomonitor our foreign exchange exposure in future and will consider hedging any material foreign exchangeexposure should the need arise. Please refer to “Foreign Exchange Exposure” on pages 82 and 83 ofthis Prospectus for further details.

Claims by customers for replacements or compensation for defective products may adverselyimpact our business and financial condition

The products which we design and/or manufacture for our customers must meet the stringent qualitystandards stipulated by them. Although we have implemented strict quality assurance procedures, wecannot assure you that our products will always be able to satisfy our customers’ quality standards. Ifthere are any quality defects in the products designed and/or manufactured by us, we may face claimsfor compensation from our customers for the damages suffered by our customers or claims forreplacements arising from such defects.

RISK FACTORS

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If we are required to pay damages to our customers in respect of such claims or to replace the defectiveproducts, our profitability will be adversely affected. In addition, our reputation with our customers andtheir confidence in our products will be adversely affected. This may also have an adverse impact on ourbusiness and financial condition. In the past three financial years ended 31 December 2003, we hadsome incidences of product defects whereby we incurred minor costs deemed insignificant, in relation torework, replacement of defective products, or credit notes given to the customers.

Infringement of intellectual property and proprietary rights may result in substantial monetaryliability or may materially disrupt the conduct of our business

We cannot be certain that the labels printed by us upon instructions of our customers do not and will notinfringe valid trademarks, copyrights or other intellectual property held by third parties. In the event thatsuch rights are infringed, we may be subject to legal proceedings and claims relating to the intellectualproperty of others. As a result, we may incur substantial expenses and resources in defending againstsuch claims by our customers and/or third parties, regardless of their merit. Further, any successfulclaims against us may result in substantial monetary liability or may materially disrupt the conduct of ourbusiness. In the event that these develop into actual events, our profitability and financial position will beadversely affected.

Our Singapore operations are dependent on foreign labour which may affect our profitability

Foreign workers account for approximately 46.2% of our workforce in Singapore as at 31 December2003. Due to the tight labour supply for skilled workers in our industry, we will continue to be reliant onforeign workers. Any change in governmental policies which restrict the employment of foreign workersin Singapore would affect our profitability, as such restrictions may result in us employing moreSingaporean workers who are relatively more costly. In addition, the Singapore government imposeslevies on the employment of foreign workers. Should there be any significant increase in such levies, ourprofitability will be adversely affected by the higher costs of foreign workers.

Loss of services of key members of our senior management team and other select personnel willimpact us unfavourably

Our success depends largely on the skills, experience and performance of key members of our seniormanagement team comprising our Executive Directors and Executive Officers. If we were to lose one ormore of these key employees, our ability to implement our business plan successfully could be materiallyand adversely affected. We do not have any key-person life insurance on our employees. Our futuresuccess also depends on the continued service of selected operating, marketing, executive andadministrative personnel. The loss of the services of any of these individuals without suitable and timelyreplacement could have a material adverse effect on our operations. If we are unable to attract andretain a sufficient number of qualified employees on acceptable terms, our business, financial conditionand results of operations could be adversely affected. The inability to retain and hire qualified personnelcould also hinder the future expansion of our business.

We face intense competition and failure to compete successfully will have a significant adverseeffect on our turnover and profitability

We operate in a highly competitive industry and our existing competitors include both local and foreigncompanies such as Singapore-based Zephyr Co (Pte) Ltd and USA-based W.H. Brady Co.. Current andpotential customers will compare the quality, capability as well as the prices of our products with those ofour competitors. We believe that the principal elements of competition include technical competence,delivery time, quality and customer service. We expect to face more intense competition from existingcompetitors and new entrants to the market. Our continued success depends on our ability to competewith our existing and future competitors and to adapt to rapidly changing market conditions. If ourcompetitors are able to provide comparable products and services at more competitive prices or betterquality and value-added services than us, we may lose our customers to our competitors. We cannotassure you that we will be able to compete successfully in the future. If we are unable to do so, this willhave a material adverse effect on our revenue and profitability.

RISK FACTORS

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Our operations may be adversely affected by the outbreak of infectious communicable diseases

An epidemic may lead to a decline in the general economic condition of Singapore and the othercountries in which we operate. Such epidemic could also have a material impact on our operations if weare required to suspend our operations for a certain period of time.

In particular, the outbreak of the severe acute respiratory syndrome (“SARS”) epidemic in 2003 hadadversely affected Singapore and the Asia Pacific region. Another outbreak of SARS or other infectiouscommunicable diseases in the Asian region where our operations are based may have an adverseimpact on our operations and our financial performance. Consumer sentiment and spending could beadversely affected and may lead to a deterioration in economic conditions. We may also be compelled tosuspend our operations for an indefinite period if any of our employees contract the disease or if asubstantial number of our workforce refuse to work for fear of contracting the disease. Should thisdevelop into actual events, our profitability and financial position will be adversely effected.

Our profits would be affected upon expiry of or inability to retain the tax incentives that ourGroup or our associated companies currently enjoy

Currently, our subsidiaries, Adampak (Thailand) and Adampak (Philippines), and our associatedcompanies, Adampak (Penang) and Adampak (Tianjin), enjoy certain tax incentives in the countrieswhere they operate, subject to compliance with certain terms and conditions imposed. Please refer to thesection “Management’s Discussion and Analysis of Financial Position and Results of Operations –Taxation” on page 74 of this Prospectus for further details of the tax incentives applicable to oursubsidiaries and associated companies. In the event that the terms and conditions imposed are notcomplied with, the preferential tax treatment may be revoked before their stated expiry dates. In addition,any adverse change in government policies relating to preferential tax treatment in the Philippines,Thailand, Malaysia or PRC could result in the current exemptions and concessions being discontinued orreduced. The expiry of or inability to retain such tax exemptions and concessions would increase the taxexposure of our Group and will reduce our after tax profits.

Our profits would be affected if our new and/or existing manufacturing plant(s)/facilities are notapproved by customers

In most cases, our manufacturing facilities are required to be approved by our customers before we arequalified to sell our products to them. Such approvals which are usually in the nature of yearly audits would normally be for the specific manufacturing plant(s)/facilities that will be manufacturing theirproducts. We spend a significant amount of resources on our manufacturing facilities to ensure that theysatisfy our customers’ requirements. Most potential customers need to satisfy themselves that the newand/or existing facilities have an acceptable quality system in place and are capable of producing theirproducts to specifications, before orders are issued to the approved manufacturing plant. The potentialcustomers need to approve the new and/or existing facilities only at the facility location(s) which will beresponsible for manufacturing their products. Similarly, in the case of existing customers, such approvalsmay also be required for additional or new manufacturing plant(s)/facilities which will be manufacturingtheir products.

Non-approval or an inordinate delay in obtaining approvals for new and/or existing manufacturingplant(s)/facilities from potential and/or existing customers, as the case may be, would adversely affect ourprofitability since significant resources would have already been expended on these manufacturingfacilities.

There is no assurance that our future plans will be commercially successful

As part of our future plans, we intend to expand into PRC and develop new markets for our existingproducts. Our ability to expand into PRC and develop new markets for our existing products will dependon the level of acceptance and use of our products and services and approvals from the relevantauthorities. In addition, our expansion plans will also be affected by political, economic, regulatory andsocial uncertainties of PRC. As such, there is no assurance that such expansion plans can becommercially successful or will be approved. We will need to increase our marketing activities to develop

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market awareness and relationships with existing and potential customers, and invest in new equipmentand technology. Such activities will consume financial resources. An increase in these expenses orcapital expenditure without a corresponding increase in revenue would have an adverse impact on ourfuture financial performance.

We may be subject to foreign exchange controls in certain countries and territories in which weoperate

We may be subject to foreign exchange controls or restrictions imposed by the governments and relevantauthorities of countries in which we operate. Such foreign exchange controls or restrictions may affectour operations, for example, our ability to convert these currencies as and when required to makepayments. Furthermore, these foreign exchange controls or restrictions may impede the ability of oursubsidiaries and associated companies to repatriate capital, dividends and profits.

For instance, in September 1998, the Malaysian government imposed new currency controls and peggedthe RM against the US$ at RM3.80 to US$1.00. Among other changes, a new levy was also introducedin relation to the repatriation of certain funds. This levy however excludes foreign funds brought intoMalaysia under foreign direct investments, and dividends, interest and rental income earned in Malaysia.Foreign direct investments is defined as an investment made by a non-Malaysian resident:- (a) in acompany where the non-Malaysian resident is entitled to exercise or control the exercise of not less than10% of the votes attached to the voting shares of the company; (b) a company where the directors areaccustomed, or are under the obligation, whether formal or informal, to act in accordance with thedirections, instructions or wishes of the non-resident; or (c) a body, whether corporate or non-corporate,where the management is accustomed, or is under an obligation, whether formal or informal, to act inaccordance with the directions or wishes of the non-resident.

While there are no restrictions on the repatriation of such non-leviable funds from Malaysia, Bank NegaraMalaysia requires information including relevant documentary evidence to be furnished to the remittingbanks if the funds to be remitted are in excess of RM50,000.

For further details on foreign exchange controls in the Philippines and Thailand, please refer to “AppendixE – Exchange Controls” of this Prospectus.

To-date, we have not encountered any adverse experience with regard to the repatriation of capital,profits, dividends or interest from our overseas subsidiaries and/or associated companies to us withrespect to the exchange control requirements. However, should the governments in the jurisdictions inwhich we operate or in which we intend to expand our business tighten or otherwise adversely changetheir regulations regarding repatriation of their local currency, this may affect our ability to receive fundsvis-à-vis our investments in these overseas subsidiaries or associated companies or to receive capital,profits, interest or dividends from them. In such event, our earnings, cash flow and ability to paydividends may be affected.

RISKS ARISING FROM INVESTMENTS IN OUR MALAYSIAN ASSOCIATED COMPANIES

The following are risks relating to the business and operations of our Malaysian associated companies.

Possible revocation of the manufacturing licence of Adampak (Penang) or dilution of ourshareholdings in Adampak (Penang) may adversely affect our financial performance

Our Malaysian associated company, Adampak (Penang), has been issued a licence from MITI permittingit to operate its manufacturing business in Malaysia. The licence is subject to, inter alia, the conditionthat at least 70% of the shareholdings of Adampak (Penang) must be held by Malaysians inclusive of areserved equity of 30% to be allocated to Bumiputeras, the indigenous people of Malaysia. A breach ofthe condition will entitle MITI to revoke the manufacturing licence granted under the Malaysian IndustrialCo-ordination Act 1975. Currently, Adampak (Penang) is 50% held by Malaysians and 50% held by non-Malaysians. Adampak (Penang) is in the process of applying for an extension of the period forcompliance with this condition and has forwarded a letter to MITI requesting for such extension of up toDecember 2005.

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Our share of the profit after taxation of Adampak (Penang) was approximately $0.56 million, $0.64 millionand $1.32 million for FY2001, FY2002 and FY2003 respectively. As Adampak (Penang) requires itsmanufacturing licence to permit it to conduct its manufacturing operations in Malaysia, in the event thattheir application to MITI is not granted, we would have to dilute our shareholdings from an aggregate of50% (ie. 25% each by Adampak and Adampak Screen) to 30% in Adampak (Penang) in order to complywith MITIs’ condition, and hence our share of profits will decrease. In addition, a revocation of the MITIlicence will adversely affect our financial performance as Adampak (Penang) will have to cease itsmanufacturing operations and hence its contribution to our Group’s profitability.

We have provided corporate guarantees on behalf of Adampak (Penang)

As at the Latest Practicable Date, our contingent liabilities include corporate guarantees amounting toRM10 million and US$658,000 as guarantee for banking facilities granted to Adampak (Penang). (Pleaserefer to “Contingent Liabilities” under “Capitalisation and Indebtedness” on page 49 and “ContingentLiabilities” on Appendix B-26 for further details.) Upon listing, our Company intends to continue to provideguarantees for the banking facilities granted to Adampak (Penang) including for rollover and/or renewal ofsuch banking facilities, and/or the securement of new term loans for as long as the latter remains aprivate limited company. Should we revoke such guarantees in respect of liability scheduled to accrue inthe future, Adampak (Penang) may be required to provide further securities in relation to the relevantbanking facilities. If Adampak (Penang) is unable to provide further securities in such event, the relevantbanking facilities may be terminated or the amounts reduced. This may in turn adversely affect theoperations and hence, the financial performance of Adampak (Penang). Accordingly, Adampak(Penang)’s contribution to our Group’s profitability may be adversely affected.

We are subject to Foreign Investment Committee (“FIC”) Guidelines in Malaysia

Our Malaysian associated companies, Adampak (KL) and AG Label, are subject to any adverse political,legal, economic (including any foreign exchange currency restrictions, ownership restrictions and taxcharges) and social changes in Malaysia. In particular, the said companies are subject to the ForeignInvestment Committee guidelines (the “Guidelines”) issued by the Economic Planning Unit in Malaysia.

Under the current Guidelines, approval of the FIC must be obtained when an acquisition by a foreigninterest or foreign associated group is made in respect of 15% or more of the voting shares of Malaysiancompanies. The prevailing judicial opinion in Malaysia is that the Guidelines have no force of law and nosanctioning provisions or penalties are imposed for non-compliance. Nevertheless, although theGuidelines are merely policy guidelines, failure to obtain FIC approval may have practical consequencesin relation to regulatory approvals required by a foreign investor for matters requiring proof of FICapprovals, which include (i) transactions concerning landed property, (ii) employment of expatriatepersonnel, (ii) government approvals and licences and (iii) government tenders or contracts.

Our share of the profit after taxation of Adampak (KL) was not substantial, ie. approximately $5,600,$31,200 and $30,900 for FY2001, FY2002 and FY2003 respectively. We have not sought the approval ofthe FIC in respect of our shareholdings in Adampak (KL). In the event that we apply for FIC approval orif FIC approval is required in future, we may have to dilute our shareholdings in Adampak (KL) to lessthan 15%. In such an event, the contribution from our Malaysian associated companies to our businesswould be unfavourably affected, thereby reducing our profits.

RISK FACTORS

37

RISKS RELATING TO OWNERSHIP OF OUR SHARES

Future sale or availability of Shares may exert a downward pressure on our Share prices

There will be 175,750,000 Shares immediately following the Invitation. Such Shares, subject to thoseunder moratorium, may be sold in the public market in Singapore. Sales of a substantial number of ourShares after this Invitation, or the perception that such sales may occur could exert a downward pressureon our Share prices. In addition, these factors also affect our ability to raise capital through the issue ofadditional equity securities. Except as otherwise described under the section “Moratorium” on page 94 ofthis Prospectus, there will be no other restrictions on the ability of the Substantial Shareholders to selltheir Shares either on the SGX-SESDAQ or otherwise.

External factors which could affect the trading price of our Shares

Prior to this Invitation, there has not been a public market for our Shares. Therefore, we cannot assureinvestors that an active public market will develop or be sustained after this Invitation. The Issue Pricewas determined by negotiations between us and the representatives of the Manager and may not beindicative of prices which will prevail in the trading market. Investors may not be able to resell theirShares at a price that is attractive to them. These price and volume fluctuations may be caused byfactors outside of our control and may be unrelated or disproportionate to our operating results. Thesefactors include, inter alia:-

– general economic and stock market conditions;

– changes in financial estimates by securities analysts;

– earnings and other announcements by, and changes in market valuations of, our Group;

– announcements of technological innovations or new products by our competitors;

– additions or loss of key personnel;

– involvement in litigation;

– loss of major client or partner; and

– trading of our Shares.

Control by existing Shareholders may limit your ability to influence the outcome of decisionsrequiring the approval of Shareholders

Upon completion of this Invitation, our Substantial Shareholders will, in aggregate, beneficially ownapproximately 62.2% of our enlarged share capital. These Shareholders, if acting together, would be ableto significantly influence all matters requiring approval by our Shareholders, including the election ofDirectors and approval of significant corporate transactions, and will have veto power with respect to anyShareholders’ action or approval requiring a majority vote. This concentration of ownership could havethe effect of delaying or preventing a change in control of our Company or otherwise discourage apotential acquirer from attempting to obtain control of us.

Management will have broad discretion over allocation of proceeds from this Invitation

The net proceeds from the Invitation are estimated to be approximately $7.6 million after deducting theestimated expenses in relation to the Invitation. We expect to use the estimated net proceeds for generalcorporate purposes and to, among other things, undertake investments that are complementary to ourbusiness. Please see “Use of Proceeds” on page 42 of this Prospectus. The deployment of the estimatednet proceeds will be at the discretion of our board of Directors and Shareholders may not deem suchdeployment desirable. In addition, we may be unable to yield a significant return on any investment of theproceeds.

RISK FACTORS

New investors will incur immediate dilution and may experience further dilution

The Issue Price of our Shares of $0.20 is substantially higher than our adjusted NTA per Share of 14.53cents at 31 December 2003 based on the post-Invitation issued share capital (adjusted for the netproceeds from the Invitation, the Bonus Issue, Dividend 2003, the Issue of Shares to Employees, theConsolidation of Shares and the Sub-division of Shares). If we were liquidated immediately following thisInvitation, each shareholder subscribing to this Invitation would receive less than the price they paid fortheir Shares.

Additional funds raised through issue of new Shares for our future growth will diluteShareholders’ equity interests

We may in the future expand our capabilities and business through acquisition, joint venture and strategicpartnership with parties who can add value to our business. We may require additional equity fundingafter the Invitation and our Shareholders will face dilution of their shareholdings should we issue newShares to finance future acquisitions, joint ventures and strategic partnerships.

Negative publicity may adversely affect our share price

Negative publicity involving our Group, any of our Directors, Executive Officers or SubstantialShareholders may adversely affect the market perception or the stock performance of our Company,whether or not it is justified. Some examples are unsuccessful attempts in joint ventures, takeovers orinvolvement in insolvency proceedings.

38

ISSUE STATISTICS

39

Issue Price

NTA(1)

NTA per Share based on the audited consolidated financial position of ourGroup as at 31 December 2003 adjusted for the Bonus Issue, Dividend 2003,the Issue of Shares to Employees, the Consolidation of Shares and the Sub-division of Shares (“Adjusted NTA per Share”) as disclosed under the section“Share Capital” in this Prospectus:-

(a) before adjusting for the estimated net proceeds from the issue of theNew Shares and based on our Company’s pre-Invitation share capital of131,250,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of the NewShares and based on our Company’s post-Invitation share capital of175,750,000 Shares

Premium of the Issue Price over the Adjusted NTA per Share as at 31December 2003:-

(a) before adjusting for the estimated net proceeds from the issue of theNew Shares and based on our Company’s pre-Invitation share capital of131,250,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of the NewShares and based on our Company’s post-Invitation share capital of175,750,000 Shares

EPS

Historical net EPS based on the audited consolidated results of our Group forFY2003 and our Company’s pre-Invitation share capital of 131,250,000 Shares

Historical net EPS based on our Company’s pre-Invitation share capital of131,250,000 Shares had the Service Agreements been effected for FY2003

PER

Historical PER based on the Issue Price and the historical net EPS for FY2003based on our Company’s pre-Invitation share capital of 131,250,000 Shares

Historical PER based on the Issue Price and the historical net EPS based onour Company’s pre-Invitation share capital of 131,250,000 Shares had theService Agreements been effected for FY2003

NET OPERATING CASH FLOW(2)

Historical net operating cash flow per Share for FY2003, based on ourCompany’s pre-Invitation share capital of 131,250,000 Shares

Historical net operating cash flow per Share for FY2003, based on ourCompany’s pre-Invitation share capital of 131,250,000 Shares had the ServiceAgreements been in effect for FY2003

$0.20

13.69 cents

14.53 cents

46.1 per cent.

37.6 per cent.

3.08 cents

3.16 cents

6.49 times

6.34 times

4.75 cents

4.82 cents

ISSUE STATISTICS

PRICE TO NET OPERATING CASH FLOW RATIO

Ratio of the Issue Price to historical net operating cash flow per Share forFY2003, based on our Company’s pre-Invitation share capital of 131,250,000Shares

Ratio of the Issue Price to historical net operating cash flow per Share forFY2003, based on our Company’s pre-Invitation share capital of 131,250,000Shares, had the Service Agreements been in effect for FY2003

MARKET CAPITALISATION

Our Company’s market capitalisation based on the post-Invitation share capitalof 175,750,000 Shares and the Issue Price

Notes:-

(1) This has been arrived at based on the net assets of our Group as at 31 December 2003 after deducting revaluation surplusof $1.3 million and adding back negative goodwill of $0.3 million.

(2) Net operating cash flow is defined as net profit with provision for depreciation added back and amortisation of negativegoodwill deducted.

40

4.21 times

4.15 times

$35.15 million

DIVIDEND POLICY

For FY2001 and FY2002, we declared net final dividends of $350,000 each, which were paid one yearsubsequent to declaration.

For FY2003, we declared a net final dividend of $5.0 million which will be paid by 30 September 2004from cash generated from our operations and banking facilities (the “Dividend 2003”).

We do not have a fixed dividend policy. The amount of our past dividends is not indicative of the amountwe will pay in the future. Our Directors intend to recommend and distribute not less than 25% of ourFY2004 audited net profit attributable to shareholders as dividends (the “Proposed Dividend”). However,investors should not treat the Proposed Dividend as an indication of our Group’s future dividend policynor of our Group’s actual future profitability.

We may, by ordinary resolution of our shareholders, declare annual dividends at a general meeting butthe amount of dividends may not exceed the amount recommended by our Directors. Our Directors maydeclare an interim dividend without seeking shareholders’ approval. We must pay all dividends out of ourprofits or pursuant to Section 69 of the Companies Act.

In making their recommendation on the amount of final dividend or to declare an interim dividend, ourDirectors will consider, among other things, our future earnings, results of operations, cash flows,financial position and capital requirements, as well as general business conditions and such other factorsas our Directors may consider appropriate.

41

USE OF PROCEEDS

The net proceeds attributable to us from the issue of the New Shares, after deducting the estimatedexpenses in relation to the Invitation, will be approximately $7.6 million, based on the Issue Price. Thenet proceeds will be used to finance our continued growth and development and for the expansion of ourbusiness operations. We intend to use the net proceeds for the following purposes:-

(i) approximately $3.5 million for the set-up of a manufacturing plant in Suzhou, PRC as described onpage 69 of this Prospectus under the section “Prospects and Future Plans”; and

(ii) the balance of approximately $4.1 million for working capital, new product development andpossible acquisitions, strategic partnerships and/or joint ventures.

While we have from time to time had preliminary discussions regarding potential investments andacquisitions in the ordinary course of our business, we do not currently have any agreements orunderstandings to make any such investment or acquisition. Please see “Prospects and Future Plans” onpage 69 of this Prospectus for further details on our future liquidity needs.

Pending the deployment of the net proceeds from the Invitation as aforesaid, the net proceeds may beused to invest in short term money market instruments and/or used for working capital requirements, asour Directors may deem appropriate.

There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by theInvitation.

42

SHARE CAPITAL

We were incorporated in Singapore under the Companies Act as a private limited company on 10January 1979 under the name of Adampak & Print Pte Ltd.

As at 31 December 2003, our authorised share capital was $1,500,000, consisting of 1,500,000 ordinaryshares of $1.00 each, and our issued and paid-up share capital was $1,500,000 consisting of 1,500,000ordinary shares of $1.00 each.

As at the date of lodgement of this Prospectus, our authorised share capital was $50,000,000 comprising625,000,000 Shares, of which 131,250,000 Shares have been issued and fully paid.

At an extraordinary general meeting held on 6 July 2004, our shareholders approved, inter-alia, thefollowing:-

(a) a change of our name from Adampak & Print Pte Ltd to Adampak Pte Ltd;

(b) an increase in our authorised share capital from $1,500,000 to $50,000,000 comprising50,000,000 ordinary shares of $1.00 each;

(c) the capitalisation of $8,500,000 from retained earnings for a bonus issue of 8,500,000 fully paidordinary shares of $1.00 each to the existing shareholders (the “Bonus Issue”);

(d) the issue of 500,000 new ordinary shares of $1.00 each to certain employees at par (the “Issue ofShares to Employees”) (please refer to pages 93 to 95 of this Prospectus under the section“Principal Shareholders” for further details);

(e) the consolidation of two ordinary shares of $1.00 each in our authorised and issued share capitalinto one ordinary share of $2.00 each (the “Consolidation of Shares”);

(f) the sub-division of one ordinary share of $2.00 each in our authorised and issued share capitalinto 25 ordinary shares of $0.08 each (the “Sub-division of Shares”);

(g) the conversion of our Company into a public limited company and the change of our name toAdampak Limited;

(h) the adoption of a new set of Articles of Association;

(i) the issue of 44,500,000 New Shares pursuant to the Invitation which when fully paid, allotted andissued, will rank pari passu in all respects with the existing issued Shares; and

(j) the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to:-

(i) issue shares whether by way of rights, bonus or otherwise (including shares as may beissued pursuant to any Instrument (as defined below) made or granted by our Directorswhile this Resolution is in force notwithstanding that the authority conferred by thisResolution may have ceased to be in force at the time of issue of such shares), and

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or wouldrequire shares to be issued, including but not limited to the creation and issue of 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 asour Directors may in their absolute discretion deem fit provided that the aggregate number ofshares issued pursuant to such authority (including shares issued pursuant to any Instrument butexcluding shares which may be issued pursuant to any adjustments (“Adjustments”) effected underany relevant Instrument, which Adjustment shall be made in compliance with the provisions of theListing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of our Company), shall not exceed 50% ofthe issued share capital of our Company immediately after the Invitation, and provided that the

43

SHARE CAPITAL

aggregate number of such shares to be issued other than on a pro rata basis in pursuance to suchauthority (including shares issued pursuant to any Instrument but excluding shares which may beissued pursuant to any Adjustment effected under any relevant Instrument) to the existingShareholders shall not exceed 20% of the issued share capital of our Company immediately afterthe Invitation, and, unless revoked or varied by our Company in general meeting, such authorityshall continue in force until the conclusion of the next Annual General Meeting of our Company orthe date by which the next Annual General Meeting of our Company is required by law to be held,whichever is the earlier.

Details of the changes in our issued and paid-up share capital are set out below:-

Number of shares Paid up capital($)

Issued and paid-up ordinary shares of $1.00 each 1,500,000 1,500,000as at 31 December 2003

Bonus Issue 8,500,000 8,500,000

Issue of Shares to Employees 500,000 500,000

10,500,000 10,500,000

Consolidation of Shares 5,250,000 10,500,000

Sub-division of Shares 131,250,000 10,500,000

New Shares issued pursuant to the Invitation 44,500,000 3,560,000

Post-Invitation Share Capital 175,750,000 14,060,000

The authorised share capital and shareholders’ equity of our Company as at 31 December 2003, afteradjustment to reflect the Bonus Issue, the Issue of Shares to Employees, the Consolidation of Shares,the Sub-division of Shares and the Invitation are set out below. This should be read in conjunction withthe Audited Consolidated Financial Statements For the Financial Years Ended 31 December 2001, 2002and 2003 set out in Appendix B of this Prospectus:-

After the BonusIssue, the Issue

of Shares to Employees, the

Consolidation of As at 31 Shares and the

December Sub-division of After the2003 Shares Invitation$’000 $’000 $’000

Authorised share capital

Ordinary shares of $1.00 each 1,500 – –Ordinary shares of $0.08 each – 50,000 50,000

Shareholders’ equity

Share capital 1,500 10,500 14,060Capital reserves 1,123 1,123 1,123Share premium 10 10 4,030 (1)

Retained profits 15,892 7,392 7,392Proposed dividends 5,000 – (2) – (2)

Shareholders’ equity 23,525 19,025 26,605

Note:-

(1) Relates mainly to share premium arising from this Invitation, being the difference of the net proceeds of $7.6 million and theaggregate nominal value of the New Shares.

(2) The Dividend 2003 was approved at the Annual General Meeting on 5 May 2004.

44

SHARE CAPITAL

As at the date of this Prospectus, we have only one class of shares in the capital of our Company, beingordinary shares of $0.08 each. There are no founder, management, deferred or unissued sharesreserved for issue for any purpose. The rights and privileges of these Shares are stated in our Articles ofAssociation. A summary of the Articles of Association of our Company relating to the voting rights ofShareholders is set out in the section “General and Statutory Information” on pages 106 to 117 of thisProspectus.

45

CAPITALISATION AND INDEBTEDNESS

The following table shows our cash and cash equivalents, debt and capitalisation as of 30 June 2004:-

(1) on an actual basis (based on our unaudited management accounts as at 30 June 2004), asadjusted to give effect to the Bonus Issue, the Issue of Shares to Employees, the Consolidation ofShares and the Sub-division of Shares on an actual basis; and

(2) as adjusted to give effect to the issue of 44,500,000 New Shares pursuant to the Invitation and theapplication of net proceeds, after deducting estimated issue expenses related to the Invitation.

The table should be read in conjunction with the Audited Consolidated Financial Statements for theFinancial Years Ended 31 December 2001, 2002 and 2003 and the related notes included in theProspectus and the section “Management’s Discussion and Analysis of Financial Position and Results ofOperations” in this Prospectus.

Actual as at 30 June 2004 as adjusted for the Bonus Issue,

the Issue of Shares to Employees,Consolidation of Shares and the Sub-division of Shares, As adjusted for the

but before adjusting for the net net proceeds fromproceeds from the issue of the the issue of the

New Shares New Shares($’000) ($’000)

(Unaudited) (Unaudited)

Cash and cash equivalents 2,908 10,625

Short term debt:Secured and guaranteed 941 941

Long term debt:Secured and guaranteed 1,746 1,746

Total borrowings 2,687 2,687

Shareholders’ equity:Issued and paid-up capital 10,500 14,060Capital reserves 1,056 1,056Share premium 10 4,030Retained profits 9,612 9,612

Total shareholders’ equity 21,178 28,758

Total capitalisation and indebtedness 23,865 31,445

46

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48

CAPITALISATION AND INDEBTEDNESS

Release of Personal Guarantees

Subsequent to the Invitation, our Directors and Substantial Shareholders intend to obtain a release anddischarge of the above guarantees from the respective financial institutions by substituting the same withother securities from our Group acceptable to the financial institutions. Should the terms and conditionsof our existing facilities be affected by the withdrawal of the above guarantees, our Directors areconfident that with our listing status and strengthened financial position due to the expected proceedsfrom the Invitation, we should be able to secure alternative credit facilities on terms similar to thoseapplicable to the current facilities. Until such alternative credit facilities are obtained, our Directors andSubstantial Shareholders will continue to guarantee the facilities.

Contingent Liabilities

As at the Latest Practicable Date, our contingent liabilities comprise banker’s guarantees of $60,000 andTHB400,000 as well as corporate guarantees amounting to RM10 million and US$658,000 as guaranteefor banking facilities granted to Adampak (Penang). The credit facilities comprise overdraft facilities(RM1.0 million), trade financing (RM3.3 million), term loans (RM5.0 million and US$658,000), revolvingcredit facility (RM0.5 million) and foreign exchange facilities (RM0.2 million). The term loans mature inDecember 2006 (RM5.0 million) and July 2005 (US$658,000). Upon listing, our Company intends tocontinue to provide guarantees for the banking facilities granted to Adampak (Penang) including forrollover and/or renewal of such credit facilities, and/or the securement of new term loans for as long asthe latter remains a private limited company.

Should we revoke such guarantees in respect of liability scheduled to accrue in the future, Adampak(Penang) may be required to provide further securities in relation to the relevant credit facilities.

Capital Commitments

As at the Latest Practicable Date, there were no material capital commitments.

49

DILUTION

Dilution is the amount by which the Issue Price to be paid by applicants of our New Shares in theInvitation exceeds the Adjusted NTA per Share after the Invitation.

Adjusted NTA per Share is determined by dividing the audited NTA (total tangible assets less totalliabilities) of our Group as at 31 December 2003 by the number of outstanding Shares at that date afteradjusting for the Bonus Issue, Dividend 2003, the Issue of Shares to Employees, the Consolidation ofShares and the Sub-division of Shares. The adjusted NTA was $18.0 million or 13.69 cents per Share.

Pursuant to the Invitation in respect of 44,500,000 New Shares at the Issue Price, our NTA per Shareafter adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation issuedand paid-up share capital of 175,750,000 Shares would have been 14.53 cents. This represents animmediate increase in NTA of 0.84 cents per Share to our existing shareholders and an immediatedilution in NTA of 5.47 cents per Share to new public investors.

The following table illustrates this dilution per Share:-cents

Issue Price per Share 20.00

Adjusted NTA per Share as at 31 December 2003 based on pre-Invitation issued share capital of 131,250,000 shares 13.69

Increase in NTA per Share attributable to existing shareholders 0.84

Adjusted NTA per Share after the Invitation 14.53

Dilution in NTA per Share to new public investors 5.47

The following table summarises the total number of Shares issued by us, the total consideration paid tous and the average price per Share paid by our existing shareholders, certain employees (as describedon pages 93 to 95 of this Prospectus) and by our new public investors in this Invitation.

Total Average priceNo. of Shares consideration per Share

’000 % $’000 % Cents

Existing Shareholders 125,000 71.1 1,510 13.8 1.21

Issue of Shares to Employees 6,250 3.6 500 4.6 8.00

New public investors 44,500 25.3 8,900 81.6 20.00

Total 175,750 100.0 10,910 100.0

Save as disclosed in the table below, none of our other Directors, Executive Officers and SubstantialShareholders and their associates acquired any Shares at any time during the period of three yearsbefore the date of lodgement of the Prospectus.

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DILUTION

Number of Shares Total consideration Effective cash cost($) per Share (cents)

DirectorChua Cheng Song (2) 3,750,000 300,000 8.00

Executive Officers (2)

Martin Tay Teck Chye (1) 125,000 10,000 8.00Ho Tai Chuan 187,500 15,000 8.00Sou Su Fang 187,500 15,000 8.00Kin Boon Lee 187,500 15,000 8.00Koh Lily 187,500 15,000 8.00Gan Leng Mei 125,000 10,000 8.00Wong Pui Fong@ 125,000 10,000 8.00Wong Pui Hoon

Notes:-

(1) Mr Martin Tay Teck Chye is the nephew of our Executive Director and Controlling Shareholder, Mr Anthony Tay Song Seng.

(2) The above subscriptions were made pursuant to the Issue of Shares to Employees. Please refer the section “PrincipalShareholders” on pages 93 to 95 of this Prospectus for more details.

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GROUP STRUCTURE

Our shareholding structure is set out below:-

Notes:-(1) The 100% equity stake in Adampak (Philippines) comprises 99.99% held directly by Adampak while the balance 0.01% is

held by Messrs George Chua Hook Beng, Chua Cheng Song, Martin Tay Teck Chye, Francia Sarmiento Camacan andRedentor G Guyala in equal proportions in trust for Adampak.

(2) The 100% equity stake in Adampak (Thailand) comprises 99.99% held directly by Adampak while the balance 0.01% is heldby Messrs George Chua Hook Beng, Anthony Tay Song Seng, Chua Cheng Song, Wong Pui Fong @ Wong Pui Hoon, SohChun Seng, Ong Hock Leng and Nualtip Navanopparatsakul in equal proportions in trust for Adampak.

(3) The balance of the issued and paid-up capital of Adampak (Penang) is owned by Messrs Tan Kok Kuang (25%) and LeongAun Leng (25%), who are unrelated to our Directors and Substantial Shareholders.

100%(2)100%(1)

100%100%

100%

100%

25%

25%(3)

25%(3)

75%

Adampak

AG Label

Adampak (Penang)

AdampakScreen

Adampak (Tianjin)

Adampak(Shanghai)

Adampak (KL)

Adampak (Thailand)

Adampak (Philippines)

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SUBSIDIARIES AND ASSOCIATED COMPANIES

As at the date of this Prospectus, the details of direct and indirect interests in our subsidiaries andassociated companies, none of which are listed on any stock exchange, are set out as follows:-

Issued and Names of Paid-Up Other

Date and Capital/ Effective ShareholdersName of Place of Principal Capital Interest and TheirCompany Incorporation Business Contribution (%) Interest

SubsidiariesAdampak 7/12/1999 Manufacture of Ps8,000,000 100 None(Philippines) (1) Philippines labels and die-cut

components mainly for the electronicsindustry

Adampak 31/10/2001 Manufacture of THB35,000,000 100 None(Thailand) Thailand labels and die-cut

components mainly for the electronicsindustry

Adampak Screen 28/5/1983 Investment holding $750,006 100 NoneSingapore

Associated CompaniesAdampak 31/12/1985 Manufacture of RM800,000 50 Messrs Tan (Penang) Malaysia labels and adhesive Kok Kuang

labels (25%) and Leong AunLeng (25%)

Adampak (KL) 12/5/1998 Manufacture of RM700,000 62.5(2) AdampakMalaysia labels and adhesive (Penang)

labels (75%)(2)

AG Label 15/2/1999 Trading in labels RM30,000 62.5(3) See Note (3)Malaysia and adhesive labels

Adampak 28/12/2001 Manufacture and USD1,220,000(5) 50(6) See Note (6)(Tianjin)(4) PRC trading of labels

Adampak 11/5/2004 Manufacture and USD250,000(8) 50(9) See Note (9)(Shanghai)(7) PRC sale of electronic

components

Notes:-

(1) Adampak (Philippines) has been established under a business licence for a term of 50 years from 7 December 1999 to 6December 2049.

(2) Adampak’s effective interest in Adampak (KL) is derived through its 25% shareholding in Adampak (KL), its 25%shareholding in Adampak (Penang) (which in turn owns 75% of Adampak (KL)) and its 100% shareholding of AdampakScreen (which in turn owns 25% of Adampak (Penang)). Adampak (KL) is not treated as a subsidiary of our Group as we donot exercise control over it.

(3) Adampak’s effective interest in AG Label, a wholly-owned subsidiary of Adampak (KL), is derived through our Group’seffective interest in Adampak (KL) which is described in Note (2) above. AG Label is not treated as a subsidiary of ourGroup as we do not exercise control over it.

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SUBSIDIARIES AND ASSOCIATED COMPANIES

(4) Adampak (Tianjin) has been established under a business licence for a term of 20 years from 28 December 2001 to 27December 2021.

(5) Adampak (Tianjin)’s approved registered capital is US$1,220,000. As at the Latest Practicable Date, the registered capital ofAdampak (Tianjin) has been fully paid.

(6) Adampak’s effective interest in Adampak (Tianjin), a wholly-owned subsidiary of Adampak (Penang), is derived from its 25%shareholding in Adampak Penang and its 100% shareholding in Adampak Screen (which in turn owns 25% of Adampak(Penang)).

(7) Adampak (Shanghai) has been established under a business licence for a term of 30 years from 11 May 2004 to 10 May2034.

(8) Adampak (Shanghai)’s approved registered capital is US$250,000. As at the Latest Practicable Date, the registered capital ofAdampak (Shanghai) has been fully paid.

(9) Adampak’s effective interest in Adampak (Shanghai), a wholly-owned subsidiary of Adampak (Penang), is derived from its25% shareholding in Adampak (Penang) and its 100% shareholding in Adampak Screen (which in turn owns 25% ofAdampak (Penang)).

None of our Directors or Substantial Shareholders has any direct interest in any of our subsidiaries orassociated companies.

All our subsidiaries are wholly-owned. None of the substantial shareholders of our associatedcompanies is related to our Directors or Substantial Shareholders.

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HISTORY

Messrs Anthony Tay Song Seng, Tham Kim Par and Ong Hock Leng founded our Company which wasincorporated in Singapore on 10 January 1979 and we commenced business in the trading of labels atEuro Asia Building, Lavender Street, Singapore.

In October 1979, we moved to a flatted factory at Eunos Industrial Estate and acquired our first printingpress to undertake the business of label conversion using the letterpress printing method. At that time,we supplied labels to customers such as Hewlett Packard (S) Pte Ltd and Lam Soon Cannery Pte Ltd fortheir consumer products. Since 1979, we have secured orders from other electronics companies such asSeagate Technology International, Western Digital (S) Pte Ltd and Maxtor. Beecham PharmaceuticalsPte Ltd became our first pharmaceutical customer in the mid-1980s and remained as our customer until1997 when they moved their pharmaceutical packaging operations to Australia. As we were able to meetthe demands of the pharmaceutical/medical equipment and supplies industry in areas such as hygieneand production controls in terms of quality and quantity, we have since secured orders from otherpharmaceutical companies such as Baxter Healthcare Pte Ltd and Stiefel Laboratories Pte Ltd.

In 1980, we secured our first overseas order and exported our products to Brunei. Thereafter, we beganexports to Malaysia and the Philippines.

In 1992, as a testimony of our commitment towards quality, Adampak became the first label company inSingapore to attain the ISO 9002 certification by the then PSB for the printing of self-adhesive labels. Inthe same year, we were appointed as an approved label converter for Underwriters Laboratories Inc.from USA, a product safety testing and certification organisation. Many of our label systems have alsobeen approved by Underwriters Laboratories Inc. and the Canadian Standard Association Internationalfor use on products to be exported to USA or Canada respectively.

To service our customers in Malaysia, we invested in Adampak (Penang) in 1993 together with threeother shareholders, two of whom are unrelated third parties and the other being Adampak Screen whichwas wholly-owned by Messrs Anthony Tay Song Seng, Tham Kim Par, Ong Hock Leng, George ChuaHook Beng and Soh Chun Seng. We also moved our Singapore operations to bigger premises at 10,Loyang Drive, Singapore 508940 in 1993.

In July 1998, Mr Chua Cheng Song joined our Group as Financial Controller. As part of our internalrenewal process, Mr Chua Cheng Song was promoted to Chief Executive Officer on 8 August 2000. MrAnthony Tay Song Seng stepped down as our Managing Director in 2004 and remains as an ExecutiveDirector of our Company, in charge of our overall strategic planning, policies and corporate direction.Messrs Tham Kim Par, Ong Hock Leng and Soh Chun Seng retired from our board in July 2004. Mr SohChun Seng continues as an Executive Officer of our Company and is our General Manager (Operations).

In 1998, we acquired a property at 6 Loyang Way 4, Singapore 507605 to accommodate our businessexpansion and invested in another associated company, Adampak (KL), to provide more effectiveservices to our customers located in Selangor, Malaysia.

In 1999, a wholly-owned subsidiary, Adampak (Philippines), was incorporated in the Philippines mainly toservice our customers located in the Philippines and to tap the potential of the Philippines market. Theplant began operations in June 2000. In 1999, we also commenced our own in-house silk-screenprinting at our Singapore manufacturing facilities and Adampak became the first label company inSingapore to be certified ISO 14001 by the then PSB.

Another wholly-owned subsidiary, Adampak (Thailand), was established in 2001 and commencedoperations in April 2002. In that same year, we also increased our shareholdings in Adampak (Penang)by acquiring Adampak Screen for a consideration of $1,936,000 from the then shareholders, Messrs TanLye Huat, Yeo Seow Long, Lee Soon Chye and Lim Beng Kwang. The consideration for Adampak Screenwas arrived at on a willing-buyer willing-seller basis, taking into consideration the NTA of AdampakScreen (which had in turn taken into consideration the NTA of Adampak (Penang)). Through thisacquisition, our effective interest in Adampak (Penang) increased from 25% to 50%.

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Adampak (Philippines) was certified ISO 9002:1994 in 2001. In 2002, Adampak was certified ISO9001:2000 under the new ISO criteria. In 2003, Adampak (Thailand) was certified ISO 9001:2000. In2004, Adampak (Philippines) was certified ISO 9001:2000.

As a testimony of the quality of our products, we have received various awards from our customers.Please refer to the section “Quality Assurance” on page 59 of this Prospectus for details.

BUSINESS OVERVIEW

Our principal activity is the manufacture of labels, seals and other die-cut components mainly for theelectronics, pharmaceutical/medical equipment and supplies and chemical industries. These labels,seals and other die-cut components are mainly pressure-sensitive. Revenue from our manufacturingoperations has been the main contributor to our revenue, accounting for approximately 94.1%, 96.2%and 96.9% of our revenue in FY2001, FY2002 and FY2003 respectively. We also on-sell thermal transferribbons and printer heads to enable our customers to print on the labels.

Manufacturing Operations

Labels

Labels are printed matter affixed to products for the purpose of identification, description, warning or tosupply other types of information. We produce and sell three main types of labels, namely informationlabels, blank labels and bar code labels.

(1) Information labels

Information labels convey messages such as electrical hazard warnings, energy conservationmessages, operating instructions, product information and specifications and regulatory markingsfor computer and peripherals, consumer electronics, pharmaceutical, industrial, commercial, andother consumer products. Some labels may incorporate security features such as those used fordetection of counterfeit products and/or radio frequency identification (“RFID”) features used fortracking and identification purposes. We produce information labels using letterpress, flexographic,thermal transfer and silk-screen printing methods.

(2) Blank labels

Blank labels are self-adhesive stickers without information which we supply to our customers fortheir own printing of non-standard variable information such as serial numbers and shippingdestinations.

(3) Bar code labels

Bar code labels are produced using the thermal transfer printing method. A bar code consists of agroup of specially-patterned bars and spaces that are designed for identification purposes to beread with a bar code scanning machine.

Seals and other die-cut components

We also produce seals and other die-cut components. Seals are made of adhesives with aluminium orpolyester facestocks used for sealing purposes mainly for the hard disk drive industry. Our other die-cutcomponents are made from materials such as foam, polycarbonate and adhesive that are cut to desiredshapes and sizes for industrial applications such as bonding, sealing, insulation, protection and shieldingfor electronics, telecommunication and other equipment.

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Trading Operations

We on-sell thermal transfer ribbons and printer heads to enable our customers to print variableinformation on information labels or blank labels. Our trading business operations accounted for 5.9%,3.8% and 3.1% of our revenue in FY2001, FY2002 and FY2003 respectively.

PRODUCTION PROCESS

A diagrammatic representation of our production process for labels is set out below:-

Review and/or preparation of artwork

Approval of artwork by customer

Generation of product data, sample docket and retrieving/ordering of die-cut tool

Pre-press phase

Generation of film and printing block

Incoming quality inspection and preparation of raw material, printing block and die-cutter setting

Production of sample

Approval of sample by customer

Printing and/or die-cutting of labels, seals and other products (Includes in-production quality assurance inspections)

Production phase

Removal of wastage

Out-going quality assurance inspection

Packing of finished products Out-going quality

assurance inspection and packing phase

Delivery

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(a) Pre-press phase

Upon receiving a new order from our customer, we would review our customer’s requirementsand/or specifications and prepare the artwork for the labels to be printed. The artwork would thenbe forwarded to the customer for his approval. Once the artwork is approved, the product datawould be prepared and input into our computerised order processing systems. In some cases, theartwork is supplied to us and we would only review the artwork to check that it complies with thecustomers’ requirements and/or specifications before the product data is prepared and input intoour processing systems.

A work order (a sample docket) to produce samples of the label is generated. Based on thedocket, raw materials are procured and, for repeat orders, the die-cut tools are withdrawn from ourdie-cut tools library. For new orders for which we do not have die-cut tools, we would place orderswith die-cut tools suppliers. At the same time, an image of the label on film is produced in-houseand checked. The printing block is then made in-house using the film. Samples of the label arethen produced and checked. The final samples and reports containing information such as labelspecifications and the production process undertaken are then submitted to our customer forapproval.

(b) Production phase

Upon approval by the customer, a sales docket would be generated for the production of thelabels. Our printing supervisor would then allocate the job to the appropriate printer upon receiptof the sales docket and raw materials. The printing press is set and the product is run out. Duringthe printing process, the labels are printed, laminated or varnished and embossed, if necessary,and then die-cut. Any waste material and side margins are removed. In general, checks on 20pieces of labels are conducted every 30 minutes for defects.

(c) Out-going quality assurance inspection and packing phase

After the labels have been printed and die-cut, each label would undergo a quality assuranceinspection to ensure compliance with specifications. The approved finished products would then bepacked and delivered to the customer or the customer’s appointed logistics company.

STAFF TRAINING

We place emphasis on staff training as we rely on the skills and extensive experience of our staff.

All new staff undergo a one-day orientation programme where they are familiarised with our generalworking environment, our products and services as well as quality requirements. This is followed by acarefully matched mentoring scheme to impart technical knowledge on the job. In-house meetings areconducted regularly by the various heads of department and some of our suppliers to keep everyoneupdated with their area of work.

In order to enable our technical, sales and managerial personnel and printers to keep abreast of newdevelopments and technologies, we would sponsor them for external courses conducted by our suppliersfrom time to time. We also send some of our printing supervisors and printers to AD Self-adhesive LabelConversion College in PRC for training in flexographic printing and our sales personnel and technicalstaff to USA for seminars. For example, they have attended the Flexcon Symposium organised byFlexcon Inc of Boston and courses organised by the 3M Converters College in Minneapolis.

The amount of expenditure incurred in relation to staff training for the past three financial years ended 31December 2003, as a percentage of our revenue, has generally been insignificant.

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QUALITY ASSURANCE

We are committed to building quality into our products. As a testimony to our commitment to quality,Adampak obtained ISO 9002 certifications in 1992. Adampak was the first label company in Singaporeto be certified ISO 9002 by the then PSB and also the first label company in Singapore to be certifiedISO 14001 by the then PSB in 1999. Under the new ISO criteria, our quality management system hassince 2002 been certified ISO 9001:2000 compliant instead of ISO 9002. Adampak (Thailand) wascertified ISO 9001:2000 in 2003. Adampak (Philippines) was certified ISO 9002:1994 in 2001 and wascertified ISO 9001:2000 in 2004.

The three main stages of our quality management system are as follows:-

(1) Incoming inspection

Our Incoming Quality Assurance Inspectors visually inspect all raw materials, mainly label stocksand ink, for physical defects, printability and other specifications required.

(2) In-process inspection

Visual inspection is carried out by our Quality Assurance Inspectors on the artwork against thedrawing specifications for text and dimensional accuracy. Checks are also made on the film forphysical defects and accuracy of the text and graphics. The inspection of the die-cut tool is carriedout for dimensional accuracy in accordance with the specifications provided by our customers.During the production process, we conduct checks on the quality of print and dimension, inkanchorage (that is the ink is properly affixed to the label stock), dispensability and orientation.

(3) Outgoing inspection

Our Outgoing Quality Assurance Inspectors visually inspect all our products to sieve out anydefective products before they are packed. Packaging requirements of our customers are alsochecked before the products are delivered.

In recognition of the quality of our products, we have been awarded a “Ship-to-Stock” (or other similar)status by many of our customers, including Western Digital (M) Sdn Bhd, Seagate and AdaptecManufacturing (S) Pte Ltd, which means that our labels can be used directly in our customers’ productionoperations without having to undergo further quality assurance inspection. In addition, we have alsobeen awarded a “Supplier Appreciation Award” by Hewlett-Packard (S) Pte Ltd and the “AutonomousQuality Control Approval” by Sony International (Singapore) Ltd.

In 1999, 2001 and 2003, we were also awarded “Best in Class Printed Material Supplier” by AdaptecManufacturing (S) Pte Ltd. In 2003, we were certified as a “Green Partner” by the Procurement GlobalHead Office of Sony Corporation, for having successfully established an environment managementsystem that has met the requirements of the Sony Green Partner Program.

MAJOR CUSTOMERS

The major customers which accounted for five per cent. or more of our revenue for each of the last threefinancial years ended 31 December 2003 were as follows:-

FY2001 FY2002 FY2003(%) (%) (%)

Seagate 17.6 28.4 31.9HP 18.8(1) 24.3 20.0Western Digital 4.9 5.7 7.6Maxtor 4.7 6.4 8.7

Our major customers have approved our relevant manufacturing plants/facilities which manufacture theirproducts. Such approvals are usually in the nature of yearly audits. We have not experienced any non-approvals of our manufacturing facilities by our major customers for FY2001 to FY2003.

Note:-

(1) This excludes sales to the Compaq group of companies and their sub-contractors which accounted for 5.5% of our revenuein FY2001.

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In general, we do not sign any supply contracts with our customers, save for purchase orders. However,we have entered into some supply contracts on request by some of our customers. Purchase orders arestill issued for each order pursuant to the supply contracts. The supply contracts are usually for one yearand cover general terms such as shipment and delivery, warranties, invoicing and payment methods.

In addition, contracts awarded pursuant to tenders will be governed by the respective tender documents.

None of our Directors or Substantial Shareholders has any interest, direct or indirect, in the majorcustomers mentioned above.

MAJOR SUPPLIERS

The major suppliers which accounted for five per cent. or more of our purchases for each of the last threefinancial years ended 31 December 2003 were as follows:-

FY2001 FY2002 FY2003(%) (%) (%)

3M Technologies (S) Pte Ltd 41.9 42.8 54.2See Sun Label Co. Pte Ltd 10.3 6.4 4.8Avery Dennison Singapore Pte Ltd 8.8 15.7 12.9Lintec Singapore Pte Ltd 6.2 6.5 6.6Raflatac (S) Pte Ltd 5.3 4.0 3.0

We purchase raw materials which mainly include label stocks, double-coated tapes and laminatingadhesives according to the requirements of our customers. Accordingly, we experience fluctuations inpurchases from our suppliers depending on the raw material needs of our customers. As at the date ofthis Prospectus, we have not entered into any supply contracts with our suppliers.

None of our Directors or Substantial Shareholders has any interest, direct or indirect, in the majorsuppliers mentioned above.

CREDIT CONTROL

Our sales to existing customers are usually made on credit terms ranging from 30 to 120 days and allcredit terms will be approved by authorised officers appointed by our Chief Executive Officer. Currently,these authorised officers include our Executive Directors and our Group Accountant. For new customers,we typically assess their credit-worthiness by reviewing their financial position through publicly availablerecords. Whenever credit terms are exceeded, new orders from these customers are required to beapproved by our authorised officers prior to the commencement of production.

Our management monitors closely all outstanding debts and reviews our debtors’ collectibility quarterly tomake specific provisions in the event that it considers any collection to be doubtful. We have not madeany significant bad debt provisions for the past three financial years ended 31 December 2003.

The collection days, bad trade debts written-off and recovered, and provision for doubtful trade debts ofour Group for each of the past three financial years ended 31 December 2003 are as follows:-

FY2001 FY2002 FY2003

Collection days (number of days) 86 77 79Bad trade debts written-off ($’000) – 2 –Provision for doubtful trade debts ($’000) 69 62 96Write-back of provision for doubtful trade debts ($’000) (24) (31) (20)Bad trade debts recovered ($’000) – (1) –

INVENTORY MANAGEMENT

Our Materials Department handles all materials and logistic management. This includes the control ofraw materials and finished goods.

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All label stocks are kept in an air-conditioned environment to preserve their shelf life. We constantlymonitor the quality of our raw materials to ensure good condition. Raw materials are managed on theFirst-In-First-Out basis to minimise stock obsolescence.

We produce in accordance with our customers’ orders. To even out our production schedule and to meetany urgent or unplanned orders from our customers, we also produce labels based on forecast demandgiven by our customers. As such, we stock raw materials based on our customers’ production needs andforecast demand. As the raw materials used for each product are specified by our customers, there is arisk of stock obsolescence when a product requiring a specific material is phased out. We have written-off obsolete stocks and made provisions for slow moving stocks for FY2001, FY2002 and FY2003 asfollows:-

FY2001 FY2002 FY2003

Stock turnover (number of days) 73 57 54Provision for slow moving stocks ($’000) 136 37 134Write-back of provision for slow moving stocks ($’000) – (39) (105)

To minimise the risk of obsolescence, we work closely with our customers on the level of raw materials tostock.

We also store our finished products with customer-appointed logistics companies at the request of ourcustomers. The level of finished products kept with such logistics companies are monitored by us on adaily basis. Such finished products are considered sold only when they are requisitioned and delivered toour customers.

Inventories kept at customers’ or third party premises are known as hub stocks. The movement of thesehub stocks are monitored by our customer service personnel through the movement report printed fromthe hub operators’ web sites as and when required. At month end, our accounts department will comparethe quantity balance from the hub’s report to our Company’s stock listing. Any quantity differencesidentified will be reconciled immediately. The value of the inventories maintained at customers’ and thirdparty premises as at 31 December 2003 was $464,643.

All our raw materials and finished goods are insured against fire. The sum insured varies with theinventory level.

INSURANCE

As at the Latest Practicable Date, we have insurance policies including coverage for cash-in-transit,public liability, equipment all-risk, industrial all-risk, consequential loss and losses or damage due toburglary and fire. We also maintain insurance policies covering workmen’s compensation in accordancewith the Workmen’s Compensation Act. We have also taken up group personal insurance for ourDirectors and some of our management staff. We are not insured against loss of key personnel.

Our Directors believe that the coverage from the above insurance policies is adequate for our existingoperations. However, significant damage to our operations or any of our properties, whether as a resultof fire and/or other causes, may still have a material adverse impact on our results of operations orfinancial condition.

SEASONALITY

We are unable to firmly establish a distinct seasonality pattern in our business. However, for the lastthree financial years, we have observed slightly higher sales in the second half of the year.

MARKETING

Our marketing function is headed by our Regional Business Development Director, Mr George ChuaHook Beng and our General Manager (Sales), Mr Ho Tai Chuan. Mr George Chua Hook Beng is incharge of regional marketing (ex-Singapore) and servicing of our regional customers. Mr Ho Tai Chuanleads a marketing team, consisting of a general manager, two sales managers and seven salesexecutives, which services the Singapore market. Our subsidiary in the Philippines, Adampak

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(Philippines), is supported by a marketing team led by its Operations and Sales Manager, Mr Martin TayTeck Chye, who is assisted by four sales executives. Our subsidiary in Thailand is supported by amarketing team led by its General Manager, Mr Wong Pui Fong @ Wong Pui Hoon, who is assisted byfive sales executives.

Our marketing efforts are targeted at customers from the electronics, pharmaceutical/medical equipmentand supplies and chemical industries. We make direct sales visits to potential customers. Thesepotential customers are referred by our existing customers or identified from our knowledge of the marketplayers in these industries.

We also keep abreast of technological advancements by attending trade exhibitions. In the event thatour customers require new products, we would determine whether our existing plant and equipmentpossess the requisite capabilities and we would review our production process to ascertain the feasibilityof providing such products. In the event that the market potential for these new products is good, wemay invest in new plant and equipment to produce such new products to tap the opportunities available.

INTELLECTUAL PROPERTY

Other than disclosed below, we do not use or own any other patents, trademarks or intellectual propertywhich are material to our business.

Trademark/Tradename Country of Registration Class Status

Singapore 16 Registered in Singapore and is validfor a period of 10 years from 11November 2004

Thailand 16 Registered in Thailand and is valid fora period of 10 years from 28 February2002

Singapore 16 Application filed on 19 November 2003

Malaysia 16 Application filed on 19 November 2003

PRC 16 Application filed on 19 November 2003

Thailand 16 Application filed on 30 March 2004

“ADAMPAK” Philippines 16 Application filed on 19 March 2004





Philippines 40 Application filed on 19 March 2004










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Adampak & Print Pte Ltd and Adampak (Thailand) are the registered owners of “ADAMPAK AP” logounder Class 16 in Singapore and Thailand respectively. The registered trademark was registered inSingapore with effect from 11 November 1983 and subsequently renewed for a period of 10 years from11 November 2004.

As at the date of this Prospectus, our Group is not dependent on the successful registration of ourtrademark/tradename.

For source identification purpose (if required by customer), the following acronyms for tradenames areused although no tradename application has been made:-

1. AP for Adampak2. APT for Adampak (Thailand)3. APPH for Adampak (Philippines)

For products that require Canadian Standard Association International certification, the followingacronyms for tradenames are used:-

1. APL for Adampak 2. APTH for Adampak (Thailand) 3. APP for Adampak (Philippines)

As part of our network of manufacturing facilities in Asia, we allowed our associated companies,Adampak (Penang), Adampak (KL) and Adampak (Tianjin) to use our “Adampak” name and “ADAMPAKAP” logo for their operations.

To formalise this arrangement, we entered into a trademark licensing agreement on 6 July 2004 witheach of Adampak (Penang), Adampak (KL) and Adampak (Tianjin) respectively for the use of the“Adampak” trademark in Malaysia and Tianjin, PRC. Each agreement takes effect from 6 July 2004. Anominal fee of $1.00 will be charged for the use of the “Adampak” trademark. Each agreement willremain in force until terminated by our Company upon 14 days notice given to Adampak (Penang),Adampak (KL) or Adampak (Tianjin). Upon the expiry or termination of the agreement, Adampak(Penang), Adampak (KL) and Adampak (Tianjin), shall:-

(i) within one year from the date of termination of the agreement immediately cease its use of the“Adampak” trademark in its stationery and/or as part of its company or trade name;

(ii) otherwise than as permitted under paragraph (i), immediately cease its use of the “Adampak”trademark;

(iii) have no further right to use the “Adampak” trademark;

(iv) dispose of all labels, adhesive labels, signboards, posters and promotional and other materialsbearing the “Adampak” trademark in accordance with Adampak’s instructions;

(v) return to Adampak all copies of all information, advice, knowledge, trade secrets and know-howwhich is disclosed by Adampak to Adampak (Penang), Adampak (KL) and Adampak (Tianjin);

(vi) execute all documents required to cancel the registration of the licensee; and

(vii) not engage in any act which would imply any connection with Adampak.

The arrangement between Adampak (Penang) as well as Adampak (KL) and Adampak (Tianjin) and ourGroup will not continue after Adampak (Penang) is listed.

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RESEARCH AND DEVELOPMENT

We do not conduct any research and development as it is not in the nature of our business to engage inresearch and development activities. However, as discussed above, from time to time, we reviewproduction processes for new products when required by our customers.

COMPETITION

We operate in a highly competitive industry and our Directors believe that our main competitors includeboth local and foreign companies such as Singapore-based Zephyr Co (Pte) Ltd and USA-based W.H.Brady Co. In addition, there are a number of small factories and companies capable of manufacturingpressure-sensitive labels, seals and other die-cut components. Our Directors believe that our ability tooffer a wide range of products which meet the needs of our customers will enable us to competeeffectively.

Most of our customers qualify their suppliers’ facilities and processes before placing their orders. Asignificant amount of capital is expended to ensure that such facilities and processes comply with thesecustomers’ requirements. Our manufacturing facilities have been qualified by our customers for existingproducts. For new products, our customers may require us to comply with different requirements beforethey award us the orders, and as such, we may be required to expend additional resources on ourfacilities and processes. As a large amount of resources may be required to ensure that facilities andprocesses are approved by these customers, our Directors believe that this poses a significant barrier toentry for new entrants. In addition, we have noticed an increasing trend by our customers to reduce theirsupply base in order to enjoy cost savings from economies of scale from their suppliers. As such, ourDirectors believe that companies which have established relationships with these customers andapproved supplier status, and which are willing to invest in or upgrade their facilities and processes willbenefit from this trend.

Other elements of competition include technical competence, delivery time, quality and customer service.Our ability to keep up with the rapid changes in customers’ preferences and technology enables us tokeep up with our customers’ product development and time-to-market. Our network of manufacturingfacilities in Asia also enables us to better service our customers which are located in those countrieswhere we or our associated companies have operations.

To the best of our Directors’ knowledge, there are no published sources with respect to our market shareand industry statistics. As such, it is not possible for us to determine on a comparative basis the marketshare of our Group and our major competitors.

COMPETITIVE STRENGTHS

Our Directors believe that our competitive strengths are as follows:-

Our ability, track record and capacity to produce quality pressure-sensitive labels, seals and other die-cutcomponents for MNCs mainly in the electronics and pharmaceutical/medical equipment and suppliesindustries

We have established a track record for quality products and services mainly for the electronics andpharmaceutical/medical equipment and supplies industries. This is evidenced by the extensive customerbase we have built which includes MNCs known generally for their stringent quality requirements for thevarious aspects of their products including pressure-sensitive labels, seals and other die-cut components.

Our customers include major computer and computer peripherals manufacturers like HP; hard disk-drivemanufacturers like Seagate, Western Digital and Maxtor; telecommunication equipment manufacturerslike Motorola Electronics Pte Ltd; and pharmaceutical and related equipment manufacturers like DrugHouses of Australia (Asia) Pte Ltd, Baxter Healthcare Pte Ltd and Becton Dickinson Medicals (S) PteLtd.

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We believe that our existing as well as prospective customers would generally prefer to engage acompany with proven track record in the industry. Our commitment to product and service quality isfurther evidenced by the certifications we have received in respect of our processes /quality managementsystems, ie. Adampak’s attainment of the ISO 9002, ISO 14001 and ISO 9001:2000 certifications in1992, 1999 and 2002 respectively; Adampak (Thailand)’s attainment of ISO 9001:2000 in 2003; andAdampak (Philippines)’s attainment of ISO 9002:1994 and ISO 9001:2000 in 2001 and 2004 respectively.We have also received various awards and certificates from our customers. Please refer to the section“Quality Assurance” on page 59 of this Prospectus for further details.

Our network of manufacturing facilities in Asia

To service our customers effectively and efficiently, we have established a network of manufacturingfacilities in Asia comprising our operations in Singapore and our wholly-owned subsidiaries in thePhilippines and Thailand. In addition, we have a manufacturing presence in Malaysia and PRC throughour associated companies. Our geographical expansion within Asia provides us with the advantage ofclose proximity to our customers which enables us to provide localised services to them and to servicethem in a timely and cost-effective manner.

Our timely response to the needs of our customers

We place great emphasis on our services to customers. We have invested and upgraded ourtechnological capabilities to ensure that we are able to produce labels, seals and other die-cutcomponents in accordance with our customers’ quality and service delivery requirements. For example, in2002, we installed Class 100 Cleanroom and Class 1,000 Cleanroom production facilities to add to ourexisting Class 10,000 Cleanroom production facility, for the production of labels, seals and other die-cutcomponents under “clean room” conditions in order to serve a wider section of the electronics industry.

Our capabilities to provide integrated solutions for the production of pressure-sensitive labels, seals andother die-cut components

We are an integrated label converter, with capacity in pre-press and production aspects of the labelconversion process. Our manufacturing facilities serve as our integrated design and production cumlogistic centres. Via a single point of contact, we are equipped to facilitate an efficient work flow fromdesign to production. Further, with such integration, we are able to control and monitor the quality of ourfinal products and should customers require any rectification work, we are able to respond on a timelybasis. We believe that our clients enjoy the convenience, savings on cost and efficiency which come withthe provision of a comprehensive range of services.

Cost-efficient operations

We endeavour to continue to maintain cost efficiency in our operations, in order to continue to price ourproducts competitively whilst maintaining healthy margins. We intend to continue to leverage on ourexpertise and experience in the manufacture of pressure-sensitive labels, seals and other die-cutcomponents to constantly improve our systems and processes, as well as upgrade our equipment andfacilities, if necessary, in order to enhance productivity/cost efficiencies.

Well-established relationships with customers

We endeavour to maintain the trust and confidence of our customers. We have over the past 25 years,developed and maintained good and long-term relationships with our customers. Our establishedrelationships with our customers and suppliers enable us to continue to secure new orders. We continueto service customers such as HP, which has been with our Group since we commenced the business oflabel conversion in 1979. Our major customers, Seagate, Maxtor and Western Digital have been with usfor over 10 years. Approximately 64.8%, 65.3% and 73.1% of our revenue for FY2001, FY2002 andFY2003 were from repeat customers respectively.

We are an approved vendor for Seagate, Maxtor, Western Digital and HP. This has enabled us to securenew orders more effectively and efficiently.

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We have an experienced management team

We have an experienced management that is familiar with our business and who have been responsiblefor our growth and success to-date. We are led by our Chief Executive Officer, Mr Chua Cheng Song,who has been with our Company for approximately six years, and is equipped with over 25 years ofexperience in finance, human resources and general management. Our Regional Business DevelopmentDirector, Mr George Chua Hook Beng, and our Executive Director, Mr Anthony Tay Song Seng who is incharge of our overall strategic planning, policies and corporate direction, each has more than 20 years ofexperience in our industry. Our Executive Directors are assisted by a competent, dedicated and dynamicmanagement team.

PROPERTIES AND FIXED ASSETS

Properties

We currently own the following properties:-

Net bookvalue as

Land at 31Area/Built in December

Description/ Area Annual 2003Location (sq m) Tenure Rental(1) Use ($’000) Encumbrance

Description

No. 6 Loyang 3,794 sq m/ 30 years(1) $62,031.96 Office and 3,408 Mortgaged toWay 4 2,931 sq m commencing 1 per annum production of DBS under an Singapore November 1997 labels and “all monies”(2)

507605 with an option to die-cut parts mortgage to extend for a secure bankingfurther 25 years facilities granted

to Adampak

Description

No. 10 2,482.5 sq m/ 30 years(1) $40,613.40 Production of 2,587 Mortgaged to Loyang Drive 1,472 sq m commencing 1 per annum silk screen DBS under anSingapore November 1992 and die-cut “all monies”(2)

508940 with an option to parts, and mortgage to extend for a warehousing secure banking further 30 years facilities granted

to Adampak

Notes:-

(1) A 30-year lease constitutes a legal interest. Nonetheless, an annual land rent is payable under JTC’s terms and conditions oflease.

(2) In an “all-monies” mortgage, the property will be a security for all the indebtedness of the mortgagor with the bank. Therefore,if a mortgagor requests a release of the property from the mortgagee, the bank, in-principle, has a right to request themortgagor to repay first all his indebtedness owing to the bank including, for example, any overdraft facilities besides hisoriginal mortgage loan.

As at 31 December 2003, the net book value of the above properties was $6.0 million. Our leaseholdproperty at No. 10 Loyang Drive was revalued by our Directors in 1996 based on an independentprofessional valuation on the estimated open market value on an existing use basis. The surplus onrevaluation was credited to the asset revaluation reserve. We have not revalued our propertiessubsequent to 1996. Please refer to “Audited Consolidated Financial Statements for the Financial YearsEnded 31 December 2001, 2002 and 2003” in Appendix B for further details.

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In addition, we currently lease the following properties:-

Description/ Area ProductLocation Leased Tenure Annual Use produced Lessor

Rental

Lot No. C2-5B, 1,267 sq m 36 months US$68,418 Office, Labels and RBF Carmelray commencing per annum production silk-screen Development Industrial Park II, 16 June 2003 together with and and die-cut CorporationCalamba City, and ending on a service warehousing partsLaguna, 15 June 2006 charge of Philippines US$3,801

per annum

Plot no. G2/6 1,625 sq m 36 months THB 1.85 million Office, Labels and Ticon Industrial Hi-Tech commencing per annum production silk-screen Connection Industrial Estate, on 16 together with and and die-cut Public General Industrial December a service warehousing parts Company Zone 2001 and charge of LimitedAyudhaya ending on THB1.51 million Province 15 December per annumThailand 2004 with an

option to renewfor another3 years

We intend to exercise the option granted under the current lease for our Thailand plant and renew thelease upon expiry. All the properties described above are not intended for redevelopment. Suchinvestment in properties is not our principal core business activity.

Plant and Equipment

As at 31 December 2003, we have the following plant and equipment:-

Cost Net Book Value$’000 $’000

Letterpress 7,483 843Flexographic printing press 2,446 1,067Other machines and accessories 3,734 1,427Furniture and fittings and office equipment 2,694 968Total 16,357 4,305

PRODUCTION FACILITIES AND CAPACITY

We have four manufacturing facilities, two located in Singapore at 6 Loyang Way 4, Singapore 507605and 10 Loyang Drive, Singapore 508940 with a built-in area of approximately 2,931 sq m and 1,472 sq mrespectively, one at Lot C2-5B, Carmelray Industrial Park II, Barangay Punta, Calamba, Laguna 4027,Philippines, with a built-in area of 1,267 sq m and another at Plot No.G2/6, Hi-Tech Industrial Estate,General Industrial Zone, Ayudhaya Province, Thailand, with a built-in area of 1,625 sq m.

As at 31 December 2003, we have a total of 20 letterpress and flexographic printing presses, eight silk-screen printing presses and eight die-cut machines in Singapore. Our Philippines manufacturing facilityhas existing production lines comprising nine letterpress and flexographic printing presses, two silkscreen printing presses and two die-cut machines. In Thailand, our manufacturing facility has sevenletterpress and flexographic printing presses, two silk screen printing presses and two die-cut machines.

For FY2001, FY2002 and FY2003, our maximum production capacity (in terms of hours per machine)and actual utilisation rate are as follows. Production capacity is calculated based on 21 machine hoursper machine per working day multiplied by the number of machines. Working days is generally at sixdays a week, less holidays and one week plant shut-down in a year.

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Maximum Production Capacity Actual Utilisation RateLocation of Facility (hours) (%)

FY2001Singapore 175,940 54.8Philippines 49,480 25.5

FY2002Singapore 167,133 63.5Philippines 58,307 34.3Thailand 30,051 38.8

FY2003Singapore 174,825 58.7Philippines 63,617 44.5Thailand 45,662 49.0

The available production capacities consider the need to cater for sudden upswing in demand. Eachmanufacturing facility also carries a range of equipment to meet the different order size and productneeds of our customers. Utilisation of some of the equipment affects the overall capacity utilisation rates.

PROSPECTS AND FUTURE PLANS

Prospects

We manufacture and supply labels, seals and other die-cut components mainly to our customers in theelectronics, pharmaceutical/medical equipment and supplies and chemical industries. In particular,customers from the electronics industry, including the hard disk drive (“HDD”) sector, accounted for morethan 80% of our revenue in the three years ended 31 December 2003. Revenue from our majorcustomers comprising Seagate, HP, Western Digital and Maxtor accounted for 68.2% of our revenue inFY2003. The conditions and prospects of the electronics industry would have an important effect on ourfinancial performance as our products are derived-demand products. Our Directors expect theelectronics industry to remain a key segment to our business in the foreseeable future.

Barring unforeseen circumstances, our Directors view positive prospects for the electronics industry,including the HDD sector. In the data storage industry, consolidation among some industry players hasreduced the number of active manufacturers of HDDs. A number of the few remaining major HDDmanufacturers are our Group’s major customers. Our Directors expect growth in the industry to beenhanced mainly by the anticipated growth in personal computer shipments, wider applications of HDDsin consumer electronic products, and increased requirements for security and backup. Our Directors alsoexpect sustained market opportunities in other industries that we service, including thepharmaceutical/medical equipment and supplies and chemical industries.

Furthermore, to better serve our customers and to tap the opportunities in these markets, weestablished operations in the Philippines and Thailand. Our subsidiaries in the Philippines and Thailandcarry on the business of manufacturing labels, seals and other die-cut components, and major customersinclude Western Digital (Thailand) Co., Ltd, Seagate Technology (Thailand) Ltd, American PowerConversion Corporation (A.P.C) B.V. and Fujitsu Computer Products Corp. Revenue from Adampak(Philippines) increased from $2.7 million in FY2001 to $4.3 million in FY2003, while Adampak (Thailand)recorded revenue of $0.7 million in its first year of operations in FY2002 and $3.2 million in FY2003. Webelieve that demand for labels in the electronics industry in the Philippines and Thailand will grow andthat we are well-positioned to meet any increase in demand from our customers there.

In addition, with the entry of PRC into the World Trade Organisation, our Directors expect the electronicsmanufacturing activities in PRC to continue to grow. This is further augmented by the trend of shiftingmanufacturing bases into PRC by OEMs/MNCs. To tap this opportunity, we plan to establish amanufacturing facility in PRC by the first half of 2005, and develop new markets for our products. Beingin close proximity to our existing customers who have production bases in PRC and potential customers,we will be able to better serve them by providing a faster response and other conveniences. OurDirectors believe that with the economic growth of PRC, we could benefit from the increase in demandfor labels in the electronics industry.

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We are unable to establish a general trend for our selling prices as our pricing is dependent on variousfactors such as type of products, materials used, order volumes, life cycle of the end-products whichutilise our labels, seals, and/or other die-cut components and competition. For the last three financialyears ended 31 December 2003 and up to the Latest Practicable Date, the costs of some of our labelstocks and our labour rates have had minor increases. Our factory overhead costs have remainedrelatively stable, save for increases mainly in depreciation of additional investments in plant andmachinery and repair and maintenance. Barring unforeseen circumstances, our Directors do not expectour average unit variable costs, comprising labour costs and raw material costs (that is, label stocks), toincrease significantly in the foreseeable future.

Order Books

As at the Latest Practicable Date, our Group has secured orders amounting to approximately $3.5million. Our order books consist of confirmed purchase orders, most of which are scheduled for deliveryin seven days to three months from the date of confirmation of our customers’ orders. These orders maybe subject to cancellation or quantity variation. There have been some incidences of order bookcancellation in the past. A cancellation clause is normally included in purchase orders issued to ourGroup. Cancellation may arise for various reasons, for example, decrease in demand of the customer’sproduct or sudden end of product life.

Our order books may not be indicative of our revenue for any successive period. Some of our customersprovide a demand forecast which is subsequently executed through firm orders of specific quantities.

Future Plans

Our future business plans are as follows:-

(1) Setup of a manufacturing plant in PRC

Many manufacturers of consumer electronic products, including a majority of our customers, haveset up production facilities in PRC. In the mid 1990s, we commenced supplying small quantities oflabels and die-cut components to our customers in PRC. Since then, our revenue from customersin PRC has increased significantly and constituted 20.3% of our revenue in FY2003. We intend tocontinue and increase our supply to our customers in PRC and market to new customers in PRC.

Adampak has on 22 March 2004 received the approval to establish a subsidiary in Suzhou, PRCto commence manufacturing operations in Suzhou, PRC. The manufacturing plant is expected tobe operational by the first half of 2005. This would allow us to tap on the increasing concentrationin PRC of OEMs/MNCs, particularly in the electronics industry, as well as in thepharmaceutical/medical equipment and supplies industry. Our planned manufacturing facility inSuzhou will put us in close proximity to our existing customers and will enable us to generate newcustomers in PRC. Approximately $3.5 million from the net proceeds of the Invitation will be usedto finance the setting up of the new manufacturing plant in PRC. The funds will be used mainly forthe acquisition of plant and machinery and for renovation works to the plant premises which will beleased. The new manufacturing plant is expected to increase our Group’s production capacity byapproximately 34% over the following two to three years, depending on market conditions andcustomers’ requirements.

(2) Expansion of existing markets and development of new markets for our products

Customers in the electronics industry accounted for 90.3% of our revenue in FY2003. While theelectronics industry will continue to be the main market for our products, we will endeavour tomake further inroads into the pharmaceutical/medical equipment and supplies, and chemicalindustries. Furthermore, we believe there exists a market for our products in other industries suchas food and beverage, logistics and retail. We will continue to market our products to otherindustries as and when the opportunity arises and when it is economically feasible so as togenerate growth for our Group. We will also increase our marketing efforts for our products withspecific features such as security and RFID.

(3) Expansion through acquisitions or strategic partnerships

Where opportunities arise, we will expand our capabilities and business through acquisitions,strategic partnerships and/or joint ventures with other manufacturers which can add value to ourbusiness by allowing us to have greater involvement in businesses on which our present businessis reliant.

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GOVERNMENT REGULATIONS

We are subject to all relevant laws and regulations of Singapore, the Philippines and Thailand where ourCompany and subsidiaries operate. We identify the main laws and regulations that affect our operationsand the relevant regulatory bodies as follows.

Singapore

Factories Act

Premises used as factories in Singapore are required to be registered under the Factories Act. TheOccupational Safety Department of the Ministry of Manpower is responsible for the registration offactories. Applications for registration are made to the Chief Inspector of Factories who will issue apermit to the occupier on being satisfied that the premises are suitable for use as a factory. The permit isvalid for a period of one year and may be renewed on payment of the prescribed fees. If the premiseshave become unfit for occupation as a factory, the Chief Inspector of Factories may issue a notice to theoccupier to comply with such requirements as may be specified in the notice. If the occupier fails tocomply with the requirements in the notice, the registration of the premises may be revoked. Besidesproviding for the registration of factories, the Factories Act also prescribes the standards which must beobserved for the safety, health and welfare of persons employed in a factory and the penalties forcontravening or failing to comply with the standards.

Our factories at 6 Loyang Way 4, Singapore 507605 and 10 Loyang Drive, Singapore 508940 areregistered under the Factories Act and the expiry date for both of our current provisional factory permitsis 31 December 2004.

To the best of our knowledge, our Company and Adampak Screen have not encountered any violation ofall the abovementioned legislations.

Philippines

The use, occupancy and maintenance of buildings and other structures, including machineries andequipment are governed, in general, by the National Building Code and Republic Act No 4850 asamended. In the case of plants or factories of export enterprises located in Special Economic Zonesregistered with the Philippines Economic Zone Authority (PEZA), their use, occupancy and maintenanceare, additionally, regulated by Republic Act No. 7916 and its implementing rules and regulations.Adampak (Philippines) is in full compliance with those laws and rules not only with respect to the plantand building it uses in its current operations but also with respect to its machineries and mechanical,electrical and communication equipment thereof. Adampak (Philippines) was issued requisite permits tooperate its mechanical, electrical and communication equipment and its machineries by the buildingofficial of the Philippines Economic Zone Authority (PEZA) pursuant to the provisions of the NationalBuilding Code and the Republic Act No. 7916 and its implementing rules. As required under Section 4of Republic Act No. 4850 as amended by Presidential Decree No. 813 and Executive Order No. 927, theoperation of Adampak (Philippines) at its plant site at Carmelray Industrial Park II, Brgy. Punta, Calamba,Laguna was issued a clearance certificate by the Pollution Control Division and General Manager of theLaguna Lake Development Authority, which is the agency tasked with implementing and enforcing theabovementioned law.

To the best of our knowledge, Adampak (Philippines) has not encountered any violation of all theabovementioned legislations.

Thailand

Industrial Estate Act, 1979 (“Industrial Estate Act”)Factories Act, 1992 (“Factories Act”)

Adampak (Thailand)’s factory is located in Hitech Industrial Estate which is a private industrial estate runby the Industrial Estate Authority of Thailand (“IEAT”). The design and construction of relatedinfrastructure in the Estate are under the direction, inspection and approval of the IEAT.

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The Secretary of the IEAT has been authorized by Section 10 of the Industrial Estate Act to approve andpermit projects located in the industrial zones in order that the construction of factories, the installment ofmachinery and all changes in factories conform with the City Plan Act, the Factories Act, the BuildingControl Act and the Environment Protection Act. Compliance with all of the said laws shall be made bythe certification of accepted professionals in related fields, and the inspection of IEAT before approval isgranted.

Adampak (Thailand) holds a factory license issued on 28 January 2003 by the IEAT under the FactoriesAct and the Industrial Estate Act. This License is valid for five years from the date of issue. The licenseis renewable on or before its expiration with the IEAT by submitting the documents relating to machineryand workers in the factory together with the latest factory license and payment of a renewal fee. Theconsideration on approval of the renewal of the factory license shall be made within 90 days uponcompletion of the documents. In the event that the company notifies the IEAT of the renewal of thefactory license after its expiration date but not later than 60 days after the expiration, the company shallbe liable for a fine amounting to 20% of the renewal fee.

Under the Factories Act, the director, manager or person responsible for carrying on a manufacturingbusiness without permission shall be liable for imprisonment of not more than two years or the companyshall be liable for a fine not more than THB200,000.

Labour Law

Adampak (Thailand) is subject to Thai labour legislation, in particular, the Civil and Commercial Code onContracts Relating to the Hire of Services, Sections 575 through 586, the Labour Protection Act, 1998,the Labour Relation Act 1975, the Social Security Act 1990 and the Compensation Act 1994. TheMinistry of Labour and Social Welfare are in charge of the enforcement of all labour laws and performinglabour inspections throughout the country.

According to the above legislations, Adampak (Thailand) is required to comply with the strategiesprovided, i.e., preparation of work regulations, maintaining a register of employees in the Thai languagewith documents pertaining to the payment of wages, overtime, holidays and overtime on holidays.

Compensation Act of 1994

An employee of Adampak (Thailand) who is injured, or becomes ill or dies as a result of or during theperformance of work, may claim compensation from the Workmen’s Compensation Fund to whichAdampak (Thailand) must make contributions at the rates prescribed by law.

Compensation benefits can be grouped into four categories: the compensation amount, medicalexpenses, work rehabilitation expenses and funeral expenses. The payment of compensation benefitswill be made in accordance with the criteria and rates prescribed by law depending on the seriousness ofthe case. Monthly payment of compensation shall be made to an employee who is unable to workcontinuously for more than six days, or has lost an organ, or has become disabled or dies. Workrehabilitation expenses will be paid as necessary according to criteria, procedures and rates prescribedby law.

The Social Security Act of 1990

All employees of Adampak (Thailand) must be registered under the Social Security Fund (the “Fund”) towhich the employees and Adampak (Thailand) must make an equal contribution at the rate prescribed bylaw. Employees may claim compensation from the Fund in cases of injury or illness, disability or deathwhich are not work-related, and in cases of child delivery, child welfare, old age pension andunemployment.

To the best of our knowledge, Adampak (Thailand) has not encountered any violation of all theabovementioned legislations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION ANDRESULTS OF OPERATIONS

The following selected consolidated financial information should be read in conjunction with the full text ofthis Prospectus, including the “Audited Consolidated Financial Statements for the Financial Years Ended31 December 2001, 2002 and 2003” set out in Appendix B of this Prospectus and the related notes. Ourfinancial statements are prepared and presented in accordance with Singapore Financial ReportingStandards. This discussion contains forward-looking statements that involve risks and uncertainties. Ouractual results may differ from those projected in the forward-looking statements. Factors that mightcause future results to differ significantly from those projected in the forward-looking statements include,but not limited to, those discussed below and elsewhere in this Prospectus, particularly in “Risk Factors”.

OVERVIEW

Revenue

Our primary activities are manufacturing of labels, seals and other die-cut components, ranging frominformation labels, blank labels and bar code labels, produced according to our customers’ specifications.Our manufacturing operations also include die-cut products for electronic, telecommunication and otherequipment. Revenue is recognised when goods are delivered to customers. Our sales cycle from theconfirmation of customers’ orders to final delivery of goods ranges from seven days to three months, withapproximately more than 80% of the orders being fulfilled within a month of receipt of the orders. Forsome customers, our products are stored at their or a third party premises. In such cases, revenue isrecognised only when our products are requisitioned and delivered to our customers.

Our revenue grew continuously from FY2001 to FY2003. Sales from manufacturing of labels, seals andother die-cut components is the main contributor to our revenue, contributing 94.1%, 96.2% and 96.9% ofour revenue for FY2001, FY2002 and FY2003 respectively and our remaining revenue is derived fromtrading activities. Revenue from trading activities is derived mainly from trading of thermal transferribbons and printer heads. These are sold to our customers to enable them to print additional informationon the information labels or blank labels.

In FY2003, 43.2% and 20.3% of our revenue were derived from customers based in Singapore and PRCrespectively. We derived the rest of our revenue mainly from other Asian countries such as Malaysia, thePhilippines and Thailand.

Factors affecting our revenue include the following:-

(i) the market conditions and growth of the industries which we serve, in particular, the electronicsindustry. Our major customers are Seagate, HP, Western Digital and Maxtor. Our sales to thesecustomers accounted for 68.2% of our FY2003 revenue. Hence, we are dependent on the level ofmanufacturing activities in the local and global electronics industries;

(ii) our ability to secure new businesses and customers in other industries and countries. Please referto the section “Risk Factors” beginning on page 29 of this Prospectus for further details;

(iii) quality of our products. If we are unable to deliver products of the standards required by ourcustomers, we will lose our subsequent business contracts with them;

(iv) our ability to retain existing customers. If we are unable to meet their expectations in our services,quality, timeliness in delivery, price and investment in new equipment and facilities for their needs,we will not be able to continue to secure business from our existing customers;

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(v) our ability to stay competitive. We face keen competition from existing and prospective competitorswhich may affect the volume of sales that we are able to generate as well as exert downwardpressure on the pricing;

(vi) price erosion of the end-products which utilise our labels, seals and other die-cut components. Dueto keen market competition and the gradual maturity of each end-product, we experience priceerosion over the life cycle of a product model. As the end-products mature, the selling price of theproducts tend to decrease; hence the selling price of our products may correspondingly decrease.This will result in us recording lower revenue even if sales volume of labels, seals and other die-cutcomponents increases; and

(vii) fluctuations in foreign currencies. Our sales are mainly denominated in USD, SGD and THB. Forexample, the depreciation of the USD against SGD will result in a lower revenue being reportedupon translation of USD denominated revenue to SGD.

Cost of Sales

Audited FY2001 FY2002 FY2003

$’000 % $’000 % $’000 %

Material costs 13,147 69.4 17,715 71.0 18,759 71.3Labour costs 2,849 15.0 3,623 14.6 3,816 14.5Factory overheads 2,950 15.6 3,600 14.4 3,741 14.2

Total 18,946 100.0 24,938 100.0 26,316 100.0

Direct materials constitute the main portion of our cost of sales. Material costs constituted approximatelyan average of 70.6% of our total cost of sales for the past three financial years from FY2001 to FY2003.Label stocks, the major component of our raw materials, are sourced from our customer-approved list ofsuppliers and constituted about 58.9%, 58.3% and 61.8% of our cost of sales in FY2001, FY2002 andFY2003 respectively. Material costs also include provision for stock obsolescence, toolings and sub-contract charges. The major factors which may affect our direct material costs include the type ofmaterials specified by our customers, quantity levels, production order levels, prices of these materials,trade terms specified by our suppliers and foreign currency fluctuations. Over the past three financialyears ended 31 December 2003, we have generally not observed any significant fluctuations in theprices of our materials.

Labour costs comprise wages, CPF and bonus paid to production personnel. These costs are dependenton the availability of labour in the job market, the qualifications and experience of workers hired, chargesimposed by the authorities (for example, the employers’ contribution to CPF and foreign workers’ levy),the number of workers employed, labour hours charged and level of salaries and wages.

Factory overheads include depreciation of property and plant and equipment, utility charges, factoryrentals and expenses, repair and maintenance expenses, and other factory related costs. Depreciationof plant and equipment is affected by additional capital expenditure for plant and equipment. Otherfactory overheads are primarily affected by the scale of production/operations and the prices/rates ofthese expense items.

Other Operating Income

Other operating income comprises mainly cash discounts from our suppliers as we had purchased rawmaterials on cash terms instead of on credit, amortisation of negative goodwill arising from theacquisition of our subsidiary, Adampak Screen, net foreign exchange gain, gain on disposal of plant andequipment, reversal of provision for doubtful trade debts and interest income.

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Operating Expenses

Our operating expenses comprise distribution and selling expenses, administrative expenses, and otheroperating expenses.

(i) Distribution and selling expenses, constituting 39.1%, 38.2% and 42.2% of our total operatingcosts for FY2001, FY2002 and FY2003 respectively, comprise mainly salaries of our marketingand customer support personnel, transport and delivery costs, and maintenance costs of motorvehicles.

(ii) Administrative expenses, constituting 58.3%, 53.9% and 52.2% of our total operating costs forFY2001, FY2002 and FY2003 respectively, comprise mainly salaries paid to our administrativestaff, directors’ remuneration, depreciation charges, travelling expenses and other miscellaneousexpenses.

(iii) Other operating expenses, constituting 2.6%, 7.9% and 5.6% of our total operating costs forFY2001, FY2002 and FY2003 respectively, comprise mainly net foreign exchange losses,provision for doubtful trade debts, entertainment and bank charges.

Our operating expenses are mainly incurred in SGD for our operations in Singapore, and PHP and THBfor our subsidiaries in the Philippines and Thailand respectively.

Finance Costs

Finance costs pertain to interest expenses payable on our obligations under hire purchase arrangementsand interest expenses on the use of interest bearing banking facilities such as our term loan andoverdraft facilities. These expenses are dependent on the outstanding borrowings and interest ratescharged by various financial institutions, which ranged from approximately 3.75% per annum to 6.375%per annum from FY2001 to FY2003.

Taxation

Our Company, subsidiaries and associated companies, which operate in Singapore, the Philippines,Thailand, PRC and Malaysia, are taxed in accordance with the respective countries’ prevailing tax rates.Our subsidiary in the Philippines, registered with the Philippines Economic Zone Authority (PEZA) as anon-pioneer enterprise engaging in the printing of adhesive labels for the electronics industry, is entitledto an income tax holiday for four years commencing June 2000. Our subsidiary in Thailand is entitled toa seven-year exemption from corporate income tax, commencing from the date when revenue is firstderived. The exemption commenced in FY2002 as our first revenue was derived in FY2002. One of ourassociated companies has been granted reinvestment allowances tax incentives under Section 7A of theIncome Tax Act, 1967 of Malaysia. Adampak (Tianjin) shall, commencing the first year in which itgenerates profit, be exempted from state income tax in the first and second years and enjoy 50%exemption in the third to fifth years thereafter. Thus, the tax charges for our Group may differ from theamount determined by applying the applicable statutory income tax rates to the profit before tax of therespective companies in our Group due to the various income tax holidays and exemptions, as well asexpenses which are not allowable for tax purposes, tax exemption and utilisation of investmentallowances granted to an associated company.

REVIEW OF RESULTS OF OPERATIONS

By Business Activities

Our main business segment is the manufacturing of labels, seals and other die-cut components, whichcontributed 94.1%, 96.2% and 96.9% to our revenue in FY2001, FY2002 and FY2003 respectively. Onrequest by our customers, we also supply raw materials such as label stocks, thermal transfer ribbonsand printer heads to them. As revenue from our trading operations does not form a significant portion ofour total revenue, and the products involved in the two segments are substantially similar, asegmentation of our revenue and profit derived from our manufacturing and trading operations will not bemeaningful.

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By Geographical Regions

For the purpose of discussion, we have segmented our revenue (in dollar and percentage terms) bygeographical regions for the last three financial years ended 31 December 2003 in the following manner:-

(i) our revenue is segmented based on the operational localities of our customers. In line with ourbusiness strategy, we have classified the geographical regions into six regions, namely Singapore,Malaysia, PRC, the Philippines, Thailand and Others (which include mainly Indonesia, India,Taiwan and USA). Allocation of general costs such as administrative costs, distribution costs anddepreciation which are pooled and used to serve all our customers are not segmented as we donot track the allocation of our cost of sales and operating costs by geographical regions of ourcustomers and any attempt to match these expenses to sales to the various geographical regionsof our customers may not be meaningful; and

(ii) our revenue, gross profit and gross profit margin are segmented based on the operational localitiesof our Group.

By Geographical Localities of our Customers

Revenue


$’000 % $’000 % $’000 %

Singapore 14,251 58.2 16,487 51.0 15,635 43.2Malaysia 3,532 14.4 4,624 14.3 4,190 11.6PRC 2,346 9.6 5,536 17.1 7,368 20.3Philippines 2,761 11.3 3,615 11.2 4,409 12.2Thailand 598 2.4 1,237 3.9 3,752 10.4Others 1,014 4.1 812 2.5 860 2.3

Total 24,502 100.0 32,311 100.0 36,214 100.0

By Geographical Localities of our Group

Revenue


$’000 % $’000 % $’000 %

Singapore 21,772 88.9 28,052 86.8 28,681 79.2Philippines 2,730 11.1 3,614 11.2 4,327 11.9Thailand – – 645 2.0 3,206 8.9

Total 24,502 100.0 32,311 100.0 36,214 100.0

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Gross Profit


$’000 % $’000 % $’000 %

Singapore 4,904 88.3 7,086 96.1 8,472 85.6Philippines 652 11.7 735 10.0 907 9.2Thailand – 0.0 (448) (6.1) 519 5.2

Total 5,556 100.0 7,373 100.0 9,898 100.0

Gross Profit Margin


% % %

Singapore 22.5 25.3 29.5Philippines 23.9 20.3 21.0Thailand – (69.5) 16.2Group 22.7 22.8 27.3

FY2001 to FY2002

Revenue

Revenue for FY2002 increased by $7.8 million, or 31.9%, from $24.5 million in FY2001 to $32.3 million inFY2002. The increase was attributable to the increase in our manufacturing activities driven primarily byan overall increase in demand for our labels, seals and other die-cut components from our majorcustomers in the high-end hard disk drive sector in most geographical regions. This was partly offset bya decrease in sales to Adampak (Penang), one of our associated companies in Malaysia, from $0.8million in FY2001 to $0.2 million in FY2002.

By geographical localities of our customers, sales to Singapore, Malaysia, PRC, the Philippines andThailand increased.

Gross Profit

Our gross profit increased by 32.7% from $5.6 million in FY2001 to $7.4 million in FY2002 due mainly tohigher revenue. Gross profit margin increased marginally from 22.7% in FY2001 to 22.8% in FY2002.Notwithstanding the higher revenue in FY2002 which would typically give rise to economies of scale,gross profit and gross profit margin were affected by initial operating losses incurred by our subsidiary inThailand, which commenced operations in April 2002. In addition, the gross profit margin for oursubsidiary in the Philippines also declined from 23.9% in FY2001 to 20.3% in FY2002 due largely tohigher costs of raw materials imported from Singapore and denominated in SGD, as a result primarily ofthe depreciation of PHP against SGD.


Other operating income decreased from $0.7 million in FY2001 to $0.3 million in FY2002 due mainly to a$0.3 million net gain on foreign exchange in the previous year and lower gain on disposal of plant andequipment of $0.2 million partly offset by a higher cash discount received from suppliers of $0.1 million.

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Operating Expenses

Operating expenses increased by approximately $1.5 million, or 32.1%, from $4.8 million in FY2001 to$6.3 million in FY2002 due mainly to the following:-

a) An increase in distribution and selling expenses of $0.5 million due mainly to an increase inrevenue-related expenses of $0.3 million, comprising sales commission, freight charges andhandling and storage fees, and distribution expenses of our subsidiary in Thailand.

b) An increase in administrative expenses of $0.6 million due primarily to increase in directors’remuneration and employees’ salaries as a result of increased headcount in Singapore. In addition,higher bonuses were paid as a result of higher revenue. Higher travelling expenses and operatingexpenses of our subsidiary in Thailand also contributed to the increase in administrative expenses.

c) An increase in other operating expenses of $0.4 million attributable mainly to foreign exchangelosses as a result of the depreciation of USD, PHP and THB against SGD.

Finance Costs

Finance costs increased by $66,000, or 41.8%, from $158,000 in FY2001 to $224,000 in FY2002 duemainly to higher utilisation of bank overdraft facilities required for trade financing as a result of increasedpurchases of label stocks.

Profit Before Taxation

Profit before taxation decreased by 5.5% from $2.0 million in FY2001 to $1.9 million in FY2002 duemainly to a net loss of approximately $973,000 incurred by our subsidiary in Thailand, partly offset byhigher profit from Adampak and higher contribution from associated companies. The increase in incomefrom associated companies was due mainly to the increase in our effective equity interest in Adampak(Penang) from 25% to 50% on 31 December 2001.

Taxation

Our tax charge for FY2002 increased from $0.2 million in FY2001 to $0.7 million in FY2002 despite aminor decrease in profit before taxation as explained above. The increase in tax charge was mainly dueto the increase in profit before taxation of Adampak which increased by 102.9%, from $1.2 million inFY2001 to $2.4 million in FY2002 and a deferred tax adjustment pertaining to prior years, which reducedthe tax expense for FY2001.

FY2002 to FY2003

Revenue

Revenue for FY2003 increased by $3.9 million, or 12.1%, from $32.3 million in FY2002 to $36.2 million inFY2003. The increase was due mainly to the full financial year’s contribution from our subsidiary inThailand as compared with nine months for FY2002 (from April to December). In FY2003, our revenuefrom our subsidiary in Thailand was approximately $3.2 million as compared to approximately $0.6 millionin FY2002, representing an increase of $2.6 million. In addition, sales mainly to our major customers inthe high-end disk drive sector increased, partly offset by a decrease in sales to a major customer fortheir computer and peripheral products.

By geographical localities of our customers, sales to PRC, Thailand and the Philippines increased whilstsales to Singapore and Malaysia decreased due partly to increasing concentration of the productionactivities of some of our customers to other countries.

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Gross Profit

Our gross profit increased by 34.2% from $7.4 million in FY2002 to $9.9 million in FY2003 due mainly tohigher revenue and higher gross profit margins. Gross profit margin increased from 22.8% in FY2002 to27.3% in FY2003 due mainly to positive gross profit contribution from our subsidiary in Thailand, ie from$0.4 million gross loss in FY2002 to $0.5 million gross profit in FY2003 and improved contribution fromAdampak. These resulted from lower overall overhead percentage from increased scale economies,better margins from new product designs/material specifications, more volume purchase discounts on theraw materials and lower cost of raw materials. The lower cost of raw materials in FY2003 was duemainly to the switching in the denomination of some purchases from SGD to USD during FY2002 at afavourable exchange rate and the depreciation of USD rate against SGD.


Other operating income increased marginally by $62,000 due mainly to higher cash discounts receivedfrom suppliers in FY2003.

Operating Expenses

Operating expenses increased marginally by approximately $0.1 million, or 1.9%, from approximately$6.3 million in FY2002 to approximately $6.4 million in FY2003 due mainly to the following:-

a) An increase in distribution and selling expenses of $0.3 million. Revenue-related expenses,comprising mainly sales commission, freight charges and upkeep of motor vehicles, increasedcorrespondingly with higher revenue in FY2003. This increase was partly offset by a decrease intravelling expenses in FY2003 due to travel restrictions as a result of the SARS outbreak inFY2003.

b) Administrative expenses remained relatively constant at $3.4 million for FY2002 and FY2003.

c) A decrease in other operating expenses of $0.1 million due mainly to decrease in net foreignexchange loss of $0.1 million as a result primarily of the appreciation of THB against SGD inFY2003.

Finance Costs

Finance costs remained relatively constant at $0.2 million for FY2002 and FY2003.

Profit Before Taxation

Profit before taxation increased from $1.9 million in FY2002 to $5.2 million in FY2003 due mainly to asubstantial reduction in net loss before taxation of our subsidiary in Thailand and higher contribution ofprofits from associated companies.

Taxation

Our tax charge increased from $0.7 million in FY2002 to $1.1 million in FY2003 due mainly to theincreased profit before taxation, hence incurring higher taxation. Effective tax rate for Adampak washigher at an approximate 25.1% for FY2003 as compared to approximately 23.9% for FY2002 due mainlyto expenses not deductible for tax purposes. However, overall effective tax rate decreased to anapproximate 22.1% in FY2003 from 36.6% in FY2002 due mainly to higher profit before tax because ofan improvement in the results of our subsidiary in Thailand.

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REVIEW OF FINANCIAL POSITION

A review of our financial position is provided below.

Property, Plant and Equipment

Property, plant and equipment comprise leasehold factory buildings, plant and equipment, motor vehiclesand renovations. They are stated at cost or valuation, less accumulated depreciation. Depreciation isprovided on all property, plant and equipment calculated to write-off the cost or valuation over theirestimated useful lives by the straight-line method.

The net book value of our property, plant and equipment increased by $0.6 million from $11.9 million asat 31 December 2001 to $12.5 million as at 31 December 2002. The increase was attributable to theacquisition of additional plant and machinery mainly for our subsidiary in Thailand which amounted to$0.9 million, construction of “clean room” facilities and acquisition of new plant and equipment in ourSingapore factory totalling $1.6 million, and acquisition of new motor vehicles of $0.3 million. The saidincreases were partly offset by depreciation charges of $2.2 million.

Our property, plant and equipment decreased by $1.7 million from $12.5 million as at 31 December 2002to $10.8 million as at 31 December 2003. This was attributable primarily to depreciation charges of $2.2million, partially offset by purchase of additional machinery and equipment and other assets amountingto $0.6 million, mainly for our plants in Singapore and Thailand.

Investments in Associated Companies

Investments in associated companies comprise our investments in unquoted equity shares of Adampak(Penang) and Adampak (KL), which are stated at cost, and our share of their profits, less dividendsreceived by our Company.

Investments in associated companies increased from approximately $4.4 million as at 31 December 2001to approximately $6.2 million as at 31 December 2003 due mainly to contribution of profits from theassociated companies.

Negative Goodwill

Negative goodwill represents the excess of the fair value of identifiable net assets of subsidiary whenacquired over the fair value in consideration given. We recorded a negative goodwill of approximately$333,000 as at 31 December 2001 arising from our acquisition of Adampak Screen on the same date.Negative goodwill decreased to approximately $267,000 as at 31 December 2003 due to yearlyamortisations.

Current Assets

Our current assets comprise mainly trade debtors, cash and bank balances, stocks and other debtorsand prepayments. Trade debtors form the bulk of our current assets and accounted for 49.4% as at 31December 2003.

Our current assets increased by $2.9 million from $11.7 million as at 31 December 2001 to $14.6 millionas at 31 December 2002 due mainly to an increase in trade debtors of $1.0 million, which was in linewith the higher revenue in FY2002, and an increase in cash and bank balances of $1.6 million as a resultof higher utilisation of our overdraft facilities by $1.9 million. In addition, our stocks showed a marginalincrease of $0.1 million due to greater efforts in inventory management.

Our current assets increased by $1.9 million from $14.6 million as at 31 December 2002 to $16.5 millionas at 31 December 2003 due mainly to an increase in trade debtors of $1.1 million which was in line withthe higher revenue in FY2003, and an increase in cash and bank balances of $0.8 million due primarilyto higher cash flows generated from operations.

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Current Liabilities

Our current liabilities include mainly trade creditors, current portion of a bank loan and overdraft,provision for taxation, current portion of obligations under hire purchase contracts, and other creditorsand provisions (which include advances from our current directors, Messrs George Chua Hook Beng andAnthony Tay Song Seng, and our former director, Mr Soh Chun Seng (“Directors Advances”)). Tradecreditors and current portion of a bank loan and overdraft accounted for 37.2% and 24.5% of total currentliabilities as at 31 December 2003 respectively. Our trade creditors comprise mainly label stockssuppliers.

Our current liabilities increased by $2.9 million from $5.6 million as at 31 December 2001 to $8.5 millionas at 31 December 2002. The increase was largely due to higher usage of bank overdraft facilities from$0.5 million as at 31 December 2001 to $2.4 million as at 31 December 2002, Directors Advancesoutstanding of $0.4 million, as well as higher hire purchase obligations of $0.3 million for plant andequipment for our Singapore plant. The increased overdraft facilities were mainly utilised to finance theoperations of our overseas subsidiaries. Part of the overdraft facilities as well as the Directors Advanceswere utilised for partial payments for the acquisition of Adampak Screen in FY2001.

Our current liabilities decreased by $1.3 million from $8.5 million as at 31 December 2002 to $7.2 millionas at 31 December 2003. This decrease was due primarily to a reduction in our bank overdraft balancesby $0.8 million as we used cash generated from operations instead of borrowings, a reduction in tradecreditors of $0.4 million following a decrease in the volume of purchases on credit terms in FY2003 andpayment of the aforesaid Directors Advances of $0.4 million. These decreases were partly offset by anincrease in tax provision of $0.5 million due to higher taxable profits in FY2003.

Non-Current Liabilities

Non-current liabilities comprise non-current portions of a bank loan and hire purchase obligations anddeferred taxation. A 15-year term loan was taken in 1997 to finance the purchase of our property at No.6 Loyang Way 4 Singapore 507605. Hire purchase creditors pertain to the purchase of plant andequipment and motor vehicles. Deferred taxation is due to temporary differences arising between the taxbases of assets and liabilities and their carrying amounts. These differences arise because the period inwhich some items of revenue and expense included in taxable income do not coincide with the period inwhich they are included in the accounting income.

Non-current liabilities increased by $0.6 million from $2.8 million as at 31 December 2001 to $3.4 millionas at 31 December 2002 due mainly to additional hire purchase financing on plant and equipment for ourSingapore plant. Deferred taxation decreased by $0.2 million.

Non-current liabilities decreased by $0.9 million from $3.4 million as at 31 December 2002 to $2.5 millionas at 31 December 2003. The decrease was primarily due to the reclassification of our hire purchasesand the bank loan from non-current liabilities to current liabilities for the portions repayable within 12months.

Shareholders’ Equity

Our shareholders’ equity increased by $4.3 million from $19.2 million as at 31 December 2001 to $23.5million as at 31 December 2003 due mainly to net profits earned. Although we have been profitable, ourretained profits decreased from $16.0 million in FY2001 to $15.9 million in FY2003 due mainly todividends paid or proposed.

LIQUIDITY AND CAPITAL RESOURCES

Our sources of cash comprise mainly cash generated from our operations, external borrowings fromfinancial institutions, credit extended to us by our suppliers and Directors Advances. Our principalapplications of cash are purchases of raw materials, capital expenditures and operating expenses, suchas distribution, administrative and interest expenses.

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As at 31 December 2003, total external borrowings for our Group amounted to $4.7 million, comprisingbank overdraft facilities of $1.7 million, a term loan outstanding of $1.2 million and hire purchaseobligations outstanding of $1.8 million.

As at the Latest Practicable Date, we have outstanding term loan of $1.1 million and hire purchaseobligations of $1.4 million. In addition, we have revolving credit facilities from banks of $5.3 millioncomprising bank overdrafts of $3.3 million, revolving credit facility/multi-trade line of $1.5 million and tradefinancing of $0.5 million. Please refer to “Capitalisation and Indebtedness” beginning on page 46 of thisProspectus for details of our bank borrowings.

Based on our shareholders’ equity of $23.5 million as at 31 December 2003, our bank gearing (definedas a ratio of total bank borrowings including hire purchase contracts to shareholders’ equity) stood at 0.2times. We have been able to service our loan repayment commitments on a timely scheduled basis.

As at the Latest Practicable Date, our cash and cash equivalents amounted to approximately $4.2million, which includes a fixed deposit balance of THB200,000 (approximately $8,000). As such, ourDirectors are of the opinion that, after taking into account the present banking facilities, our cash andcash equivalents and net cash to be generated from operating activities, we have adequate workingcapital for our current operations.

Summary of Cash Flows

FY2001 FY2002 FY2003$’000 $’000 $’000

Net cash generated from operating activities 2,696 2,628 3,891Net cash used in investing activities (2,257) (2,317) (602)Net cash used in financing activities (1,115) (600) (1,555)

Net increase/(decrease) in cash and cash equivalents (676) (289) 1,734Cash and cash equivalents at beginning of financial year 1,929 1,257 952Effect of exchange rates on balances held in foreign currencies 4 (16) (200)

Cash and cash equivalents at end of financial year 1,257 952 2,486

FY2001

Operating profit before working capital amounted to $3.1 million in FY2001. As a result of a decrease intrade and other payables of $0.5 million and tax paid of $1.1 million partly offset by a decrease in tradeand other receivables of $1.2 million, net cash generated from operating activities was $2.7 million.

The net cash used in investing activities was $2.3 million. The funds were mainly used for the purchaseof new plant and equipment amounting to $1.8 million as we increased our production capacity, as wellas a partial payment of $0.7 million for the acquisition of our subsidiary, Adampak Screen. This waspartially offset by proceeds from sale of plant and equipment amounting to $0.3 million.

Cash outflow from financing activities of $1.1 million was mainly due to the payment of dividends of $0.3 million, repayment of bank loan and hire purchases of $89,000 and $0.5 million respectively, as wellas interest payments of $0.2 million.

FY2002

Operating profit before working capital amounted to $4.0 million in FY2002. As a result of an increase intrade and other receivables of $1.6 million, an increase in stock of $0.1 million and tax paid of $0.3million partly offset by an increase in trade and other payables of $0.6 million, net cash generated fromoperating activities was $2.6 million.

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The net cash used in investing activities amounted to $2.3 million due primarily to the purchase ofadditional plant and equipment amounting to $1.9 million. Furthermore, a partial payment of $0.5 millionwas made in FY2002 for the acquisition of Adampak Screen which was acquired in FY2001 with about $0.2 million outstanding balance as at 31 December 2002.

The net cash used in financing activities amounted to $0.6 million. This was due mainly to repayments ofhire purchases of $0.7 million for both existing and new plant and equipment, interest payments of $0.2million and dividend payment of $0.4 million, partially offset by refinancing of plant and equipmentpurchased in FY2001.

FY2003

Operating profit before working capital amounted to $6.3 million in FY2003. As a result of an increase intrade and other receivables of $1.3 million, a decrease in trade and other payables of $0.6 million and taxpaid of $0.4 million, net cash generated from operating activities was $3.9 million.

The net cash used in investing activities amounted to $0.6 million in FY2003 due mainly to purchases ofplant and equipment of $0.5 million and balance payment for the acquisition of Adampak Screenacquired in FY2001 of $0.2 million, partly offset by the proceeds from the disposal of plant andequipment of $0.1 million.

The net cash used in financing activities amounting to $1.6 million was due mainly to repayments of hirepurchases and a bank loan of $0.9 million and $0.1 million respectively, dividend payment of $0.4 millionand interest payments of $0.2 million.

INFLATION

For the last three financial years ended 31 December 2003, inflation had generally not had a materialimpact on our financial performance.

FOREIGN EXCHANGE EXPOSURE

We maintain USD, THB, PHP and JPY bank accounts for our business. Foreign currency monetaryassets and liabilities are reported in the reporting currency of our Company and the reporting currenciesof our subsidiaries at the exchange rates as at the balance sheet date. All exchange gains and lossesadjustments are dealt with in the income statement. Depending on the amount of monetary assets andliabilities denominated in foreign currencies, any fluctuations of SGD against these foreign currencies willresult in exchange gains or losses.

Our foreign exchange gain or loss for the last three financial years ended 31 December 2003 are asfollows:-

FY2001 FY2002 FY2003

Net foreign exchange gain/(loss) ($’000) 343 (359) (206)Percentage of Group profit before taxation and income from associated companies (%) 26.4 (32.9) (5.8)

In general, our Group was in net USD receivable position for the past three financial years ended 31December 2003. The net foreign exchange gains in FY2001 were primarily attributable to theappreciation of USD against SGD, while the net foreign exchange losses in FY2002 were due to thedepreciation of USD against SGD. In FY2003, we incurred foreign exchange losses due mainly to thedepreciation of USD against SGD, partly offset by appreciation of THB against SGD.

Currently, we do not have a hedging policy. We will continue to monitor our foreign exchange exposure infuture and will consider hedging any material foreign exchange exposure should the need arise.

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Transaction Exposures

The following table sets out the percentage breakdown of our revenue and purchases and operatingexpenses in the various currencies for the last three financial years ended 31 December 2003:-

Purchases and Revenue Operating Expenses

$ US$ THB $ US$ THB(%) (%) (%) (%) (%) (%)

FY2001 35.0 64.2 – 86.1 6.9 0.1FY2002 18.7 78.5 2.0 52.6 37.5 2.8FY2003 15.4 74.6 8.9 39.5 48.1 5.2

The currency in which our revenue is received is dependent on the currency in which our customers arebilled. Correspondingly, we would try to make our purchases in the same currency which we bill ourcustomers whilst considering other relevant supply factors such as timing, availability, efficiency, costsand preference for certain supply sources. Our foreign currency exchange risk arises mainly from foreigncurrency denominated revenue and purchases and operating expenses. While there is a certain extent ofnatural hedge between revenue receipts and purchases and disbursements of operating expenses, wecould incur net foreign exchange losses should THB and, in particular, USD have any significant adversefluctuations against SGD. The different exchange rates prevailing at the time of the purchases and salesand the payment for the purchases and receipt of our sales proceeds respectively may give rise toforeign currency exposure.

Translation Exposures

We are subject to translation risks as our consolidated financial statements are denominated in SGDwhile the financial statements of our overseas subsidiaries are prepared in PHP and THB and those ofour associated companies are prepared in RM and RMB. In the preparation of our consolidated financialstatements, the financial statements of our subsidiaries and associated companies in the relevantcountries are translated from their respective measurement currencies based on the prevailing exchangerates on the balance sheet dates, except for share capital and reserves which are translated at historicalexchange rates and profit and loss items which are translated at average exchange rates for the relevantfinancial years. As such, any significant fluctuations in SGD against the respective foreign currencies willhave an effect on our financial results, including our financial position.

Exchange differences arising from the above translations for the three years ended 31 December 2003recorded as foreign currency translation reserve as follows:-.

FY2001 FY2002 FY2003$’000 $’000 $’000

Foreign currency translation reserve gain/(loss) (26) (249) 41

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DIRECTORS

Our board of Directors is entrusted with the responsibility for our overall management. The names, ages,addresses and principal occupations of our Directors are listed below:-

Country of Principal

Name Age Residential Address Residence Position

Chua Cheng Song 55 Block 311 Singapore Chief Executive OfficerAng Mo Kio Avenue 3#02-2118 Singapore 560311

George Chua Hook Beng 53 44R Hillside Drive Singapore Regional Business DevelopmentSingapore 549034 Director

Anthony Tay Song Seng 55 27A Poole Road Singapore Executive DirectorSingapore 437518

Goh Siang Khin 54 36 Harvey Crescent Singapore Independent DirectorSingapore 489399

Teo Kiang Kok 48 11 Hillview Way Singapore Independent DirectorSingapore 669182

Lee Joo Hai 48 95 Paya Lebar Crescent Singapore Independent DirectorSingapore 536179

Messrs Goh Siang Khin, Teo Kiang Kok and Lee Joo Hai are the Independent Directors of our Company.

Information on the areas of responsibility and working experiences of our Directors are set out below.

Mr Chua Cheng Song is our Chief Executive Officer, responsible for the overall management, strategicplanning and business development of our Group. He has been our Director since 1 August 1998. MrChua Cheng Song joined our Company as Financial Controller in July 1998 and was promoted to ChiefExecutive Officer on 8 August 2000. Mr Chua Cheng Song has more than 25 years of experience infinance, human resource and general management. Prior to joining our Company, Mr Chua Cheng Songwas the Group Accountant of Chemical Industries (FE) Ltd from June 1997 to July 1998. BetweenOctober 1991 and May 1997, Mr Chua Cheng Song was the Director of Finance and Administration ofSonica Industries Ltd. From 1990 to 1991, he was the Managing Director of FIMAS ManagementServices Pte Ltd and from 1980 to 1989, he was an accountant with Sim Lim Co Pte Ltd, the FinancialController for Sim Lim Investments Ltd and subsequently an Executive Director with Sim Lim InvestmentsLtd. He was also the Finance and Administration Manager of Secura Singapore Pte Ltd from 1978 to1980. Mr Chua Cheng Song has a Bachelor of Accountancy (Honours) from the then University ofSingapore and is a member of the Institute of Certified Public Accountants of Singapore.

Mr George Chua Hook Beng is our Regional Business Development Director. He has been our Directorsince 26 March 1996 and is primarily responsible for the regional marketing of our products and services.Mr George Chua Hook Beng joined our Company in 1979 as a Sales Manager and on 1 February 2001he was promoted to Regional Business Development Director. He has accumulated diverse experience invarious aspects of marketing. Prior to joining our Company, Mr George Chua Hook Beng was a salesexecutive with Lamipak Industries Pte Ltd. Mr George Chua Hook Beng holds a Diploma in BusinessStudies from the then Ngee Ann Technical College.


Mr Anthony Tay Song Seng is one of our founders and our Executive Director in charge of our overallstrategic planning, policies and corporate direction. Mr Anthony Tay Song Seng was our ManagingDirector from 1979 to 2004. Prior to joining our Company, Mr Anthony Tay Song Seng was a salesmanager with Keith Bray (F.E.) Pte Ltd from 1976 to 1978 and a sales executive with Lamipak IndustriesPte Ltd from 1973 to 1975. Mr Anthony Tay Song Seng has more than 20 years of experience in ourindustry.

Mr Goh Siang Khin was appointed our Independent Director on 13 August 2004. He is currently apartner of Yong Cherng Nan & Co, a public accounting firm in Singapore. Prior to that, he was anexecutive director with Goh & Sons Pte Ltd from 1981 to 1985, an accounts and administration managerwith UMW Motor Works Pte Ltd from 1978 to 1981 and an internal auditor with Singapore AirlinesLimited from 1977 to 1978. He has more than 25 years of experience in accounting, auditing andtaxation. Mr Goh Siang Khin obtained his Bachelor of Accountancy (Honours) from the then University ofSingapore. Mr Goh Siang Khin is a Certified Public Accountant of Singapore and is also a fellow of theChartered Association of Certified Accountants in England.

Mr Teo Kiang Kok was appointed our Independent Director on 13 August 2004. He is a senior partner ofShook Lin & Bok, a firm of advocates and solicitors. Mr Teo Kiang Kok has 20 years of experience inlegal practice. He is currently the finance partner and head of corporate finance and PRC practicegroups in Shook Lin & Bok. His main areas of practice are corporate finance, international finance andsecurities. In the course of his legal practice, Mr Teo Kiang Kok has advised listed companiesextensively on corporate law and compliance requirements. He obtained his Bachelor of Law (Honours)from the University of Hull.

Mr Lee Joo Hai was appointed our Independent Director on 13 August 2004. He is currently a partnerin BDO International, a public accounting firm and has 23 years of experience in accounting andauditing. Mr Lee Joo Hai is a Certified Public Accountant of Singapore and also holds memberships inthe Institute of Chartered Accountants in England and Wales, the Malaysian Institute of Accountants andthe Singapore Institute of Directors. Mr Lee Joo Hai completed a foundation course in accountancy withNortheast London Polytechnic and passed the Professional Examinations of the Institute of CharteredAccountants in England and Wales.

None of our Directors is related to one another or to any Substantial Shareholder of our Company.

MANAGEMENT

Our day-to-day operations are entrusted to our Executive Directors who are assisted by a managementteam of experienced Executive Officers. The names, ages, addresses and positions of the ExecutiveOfficers are set out below:-



Soh Chun Seng 59 Block 702 Singapore General Manager (Operations)Upper Changi Road East #03-10Singapore 486832

Ho Tai Chuan 39 Block 781Upper Changi Road East Singapore General Manager (Sales)#07-35 Singapore 486069

Soh Su Fang 34 Block 15 Singapore Administration ManagerFlora Road #05-03 Singapore 509734

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Kin Boon Lee 38 Block 143 Singapore Management Information Systems Serangoon Avenue 3 Manager #15-01 Singapore 556121

Koh Lily 46 Block 718 Singapore Materials Manager Upper Changi Road East#03-06 Changi GreenSingapore 486849

Gan Leng Mei 30 Block 29 Singapore Group AccountantFlora Road#04-01Singapore 509742

Martin Tay Teck Chye 40 Block 858 Singapore Sales and Operations Manager Jurong West Street 81 (Philippines)#04-566 Singapore 640858

Wong Pui Fong @ 54 Block 65 Singapore General Manager Wong Pui Hoon Wilkie Road (Thailand)

#04-65Singapore 228068

Information on the areas of responsibility and working experiences of our Executive Officers are set outbelow:-

Mr Soh Chun Seng is our General Manager (Operations). He is responsible for production, qualitycontrol and the development and review of new manufacturing processes and technology of our Group.Mr Soh Chun Seng joined our Company as a production manager in 1979 and was promoted toTechnical Advisor on 1 February 2001. Subsequently, he was promoted to General Manager(Operations) in 2003. He has accumulated more than 25 years of experience in various operationalmatters. Prior to joining our Company, Mr Soh Chun Seng was a production supervisor with Keith Bray(F.E.) Pte Ltd from 1974 to 1976.

Mr Ho Tai Chuan is our General Manager (Sales). He joined our company in October 2003 and isresponsible for the development, implementation and evaluation of the marketing strategies of our Group.Prior to joining our Company, he was with 3M Singapore Pte Ltd from 1993 to 2003, where he startedout as a Sales Engineer and rose to the position of Division Manager responsible for its Tape andAdhesive Business. From 1991 to 1993, Mr Ho Tai Chuan was a Senior Manufacturing Supervisor withAdaptec Manufacturing Pte Ltd. Mr Ho Tai Chuan holds a Diploma in Production Engineering from theSingapore Polytechnic.

Ms Soh Su Fang is our Administration Manager and is responsible for our human resource andadministrative matters. Ms Soh Su Fang joined us as a Sales Administrator in 1993 and was latertransferred to the Human Resource Department as Assistant Administration Manager in 1997.Subsequently, she was promoted to Administration Manager in 2000. Ms Soh Su Fang holds a Bachelorin Business Administration from the National University of Singapore and a Graduate Diploma in HumanResource Management from Singapore Human Resources Institute.

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Ms Kin Boon Lee is our Management Information Systems Manager. She is responsible for overseeingour Management Information Systems and reviewing the overall information technology needs of ourGroup. Ms Kin Boon Lee joined us as a Systems Administrator in 1989 and was later promoted toAssistant System Manager in 1993. Subsequently, in 1997, Ms Kin Boon Lee was promoted toManagement Information Systems Manager. Ms Kin Boon Lee holds a Bachelor of Science (Computing)(Honours) from Coventry University.

Ms Koh Lily is our Materials Manager and is responsible for our Group’s resource management. Prior tojoining our Company in June 2003, she was a Procurement Section Manager and a Material andProduction Control Superintendent with Minebea Trading Pte Ltd from 1985 to 2003 and 1979 to 1985respectively. She began her career as an Assistant Production Supervisor with Microtronics Pte Ltd from1978 to 1979. Ms Koh Lily holds a Production Engineering Diploma from the Singapore Polytechnic.

Ms Gan Leng Mei is our Group Accountant. She is primarily responsible for the financing andaccounting matters of our Group, including analysis and reporting, systems review and budgeting andcash flow forecasting. She also reviews and improves on financial procedures and internal controls andsupervises the accounts staff. Prior to joining our Company in September 2002, Ms Gan Leng Mei wasan Associate with KPMG (Malaysia) from August 1998 to September 2000 and a Senior Associate withPricewaterhouseCoopers from October 2000 to March 2002. Ms Gan Leng Mei holds a Bachelor ofBusiness (Banking and Finance) and a Bachelor of Business (Accounting) from Monash University and isa member of CPA Australia.

Mr Martin Tay Teck Chye is the Sales and Operations Manager of our subsidiary, Adampak(Philippines). He is responsible for the sales and operations of Adampak (Philippines). He joined ourGroup in 1989 as a Sales Supervisor of Adampak. From 2000 to 2001, he was a Sales Manager anddirector with Alteq Label & Graphic Pte Ltd. Subsequently, in 2002, he rejoined our Group and assumedhis present position. Prior to joining our Group, he was a full-time personnel with the Republic ofSingapore Air Force.

Mr Wong Pui Fong @ Wong Pui Hoon is the General Manager of our subsidiary, Adampak (Thailand).He is responsible for overseeing the daily operations of Adampak (Thailand). Mr Wong Pui Fong @Wong Pui Hoon has more than ten years of experience in general management. Prior to joining ourGroup, he was the General Manager of Belton Industrial Thailand Ltd from 2000 to 2001, Foamex AsiaCo., Ltd from 1996 to 2000 and Armstrong Rubber & Chemical Products Co., Ltd from 1993 to 1996. MrWong Pui Fong @ Wong Pui Hoon holds a Bachelor of Accountancy from the then University ofSingapore.

Mr Martin Tay Teck Chye is the nephew of our Executive Director and Controlling Shareholder, MrAnthony Tay Song Seng. Save as disclosed, none of the Executive Officers have any relationships withany other Executive Officer, Director or Substantial Shareholder of our Company.

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STAFF

Our full-time employees as at the end of each of the last three financial years ended 31 December 2003are as follows:-

FY2001 FY2002 FY2003

Segmented by Activity

Management and Supervisory 20 21 19

Administration and Finance 16 20 24

Sales and Support 27 36 40

Production and Warehouse 163 226 234

Total 226 303 317

Segmented by Geographical Location

Singapore 161 180 171

Philippines 64 70 78

Thailand 1 53 68

Total 226 303 317

We do not employ a significant number of temporary staff. Our Group does not experience any significantseasonal fluctuations in the number of employees. Our staff are not unionised. The relationship and co-operation between our management and staff has been good and is expected to continue to be good inthe future. There has not been any incidence of work stoppages or labour disputes which affected ouroperations.

SERVICE AGREEMENTS

On 13 August 2004, we entered into separate Service Agreements with our Executive Directors, MessrsChua Cheng Song, George Chua Hook Beng and Anthony Tay Song Seng. The Service Agreements willcontinue for a term of three years unless otherwise terminated by either party giving not less than sixmonths notice in writing to the other. The Service Agreements cover the terms of employment,specifically salaries and bonuses. Directors’ fees do not form part of the terms of the ServiceAgreements as these require the approval of Shareholders at our Company’s annual general meeting.

Under the Service Agreements, the monthly salary payable to Mr Chua Cheng Song, Mr George ChuaHook Beng and Mr Anthony Tay Song Seng will be $16,000, $15,000 and $15,000 respectively. They willeach be entitled to annual increments of 5% or such higher amount as may be approved by our board ofDirectors or remuneration committee. They are also each entitled to an annual wage supplementequivalent to one month’s salary.

Mr Chua Cheng Song, Mr George Chua Hook Beng and Mr Anthony Tay Song Seng will be entitled toyearly profit share of 3%, 2% and 2% respectively (the “Profit Share”) of our Group’s profit beforetaxation, based on the consolidated audited financial statements in respect of such financial year.

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During the employment, our Company will provide a motor car, the capacity of which shall be not morethan 3,000 cc, to each of the said Executive Directors. Our Company will also acquire a country clubmembership for each of the said Executive Directors and our Company shall pay all subscription fees ontheir behalf. All travelling and travel-related expenses, entertainment expenses and other out-of-pocketexpenses reasonably incurred by the said Executive Directors in the process of discharging their dutieson behalf of our Group will be borne by our Company.

Save as disclosed above, there are no other existing or proposed service agreements between ourCompany or our subsidiaries and any of our Directors and Executive Officers.

Had the Service Agreements been in place in FY2003, the estimated total remuneration (comprisingDirectors’ fees, salaries, annual bonuses, incentive bonuses and CPF thereon) for our ExecutiveDirectors would have been approximately $1,050,000 instead of $1,172,000 and profit before taxationwould have been approximately $5,315,000 instead of $5,193,000 and net profit would have beenapproximately $4,142,000 instead of $4,046,000.

DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION

The remuneration and fees paid to our Directors and Executive Officers on an aggregate basis and inremuneration bands for FY2002, FY2003 and FY2004 (estimated) are as follows:-

FY2002 FY2003 FY2004(Estimated)

Directors

Mr Chua Cheng Song Band II Band II Band IMr George Chua Hook Beng Band II Band II Band IMr Anthony Tay Song Seng Band III Band III Band IMr Goh Siang Khin – – Band IMr Teo Kiang Kok – – Band IMr Lee Joo Hai – – Band I

Executive Officers

Mr Soh Chun Seng(1) Band II Band II Band IMr Martin Tay Teck Chye Band I Band I Band IMs Koh Lily(2) – Band I Band IMr Wong Pui Fong @ Wong Pui Hoon Band I Band I Band IMr Ho Tai Chuan(2) – Band I Band I

Notes:-

(1) Mr Soh Chun Seng was a director of our Company in FY2002 and FY2003 and was entitled to participate in a directors’incentive scheme. He resigned as a director of our Company on 5 July 2004 and is no longer entitled to participate in suchincentive scheme. Had he not been entitled to participate in such incentive scheme in FY2002 and FY2003, hisremuneration would be in Band I.

(2) Ms Koh Lily and Mr Ho Tai Chuan joined our Company in June 2003 and October 2003 respectively.

(3) Band I : Compensation from $0 to $250,000 per annumBand II : Compensation from $250,001 to $499,999 per annumBand III : Compensation from $500,000 and above

The estimated remuneration for FY2004 does not include any bonuses and the yearly profit sharepayable under the Service Agreements. All our Independent Directors are paid with effect from FY2004.

Apart from payments which our Company makes to CPF for our employees, no amounts have been setaside or accrued by our Group to provide for pension, retirement or similar benefits for our Directors andExecutive Officers.

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CORPORATE GOVERNANCE

Presently, our business and operations are under the management and close supervision of ourExecutive Directors. Our Directors have established a Nominating Committee, a RemunerationCommittee and an Audit Committee.

Nominating Committee

Our Nominating Committee comprises Messrs Teo Kiang Kok, Lee Joo Hai and Chua Cheng Song. TheChairman of the Nominating Committee is Mr Teo Kiang Kok. Messrs Teo Kiang Kok and Lee Joo Haiare our Independent Directors and Mr Chua Cheng Song is our Chief Executive Officer. Our NominatingCommittee will be responsible for:-

(a) re-nomination of our Directors having regard to the Director’s contribution and performance;

(b) determining annually whether or not a Director is independent; and

(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as aDirector.

The Nominating Committee will decide how the board’s performance is to be evaluated and proposeobjective performance criteria, subject to the approval of the board, which address how the board hasenhanced long-term Shareholders’ value. The board will also implement a process to be carried out bythe Nominating Committee for assessing the effectiveness of the board as a whole and for assessing thecontribution of each individual Director to the effectiveness of the board. Each member of theNominating Committee shall abstain from voting any resolutions in respect of the assessment of hisperformance or re-nomination as Director.

Remuneration Committee

Our Remuneration Committee comprises Messrs Teo Kiang Kok, Goh Siang Khin and Mr Chua ChengSong. The Chairman of the Remuneration Committee is Mr Teo Kiang Kok. Messrs Teo Kiang Kok andGoh Siang Khin are our Independent Directors and Mr Chua Cheng Song is our Chief Executive Officer.Our Remuneration Committee will recommend to our board a framework of remuneration for ourDirectors and key executives, and determine specific remuneration packages for each Executive Director.The recommendations of our Remuneration Committee should be submitted for endorsement by theentire board. All aspects of remuneration, including but not limited to Directors’ fees, salaries,allowances, bonuses, options and benefits in kind shall be covered by our Remuneration Committee.Each member of the Remuneration Committee shall abstain from voting any resolutions in respect of hisremuneration package.

Audit Committee

Our Audit Committee comprises Messrs Lee Joo Hai, Teo Kiang Kok and Goh Siang Khin, ourIndependent Directors. The Chairman of the Audit Committee is Mr Lee Joo Hai. Our Audit Committeewill meet semi-annually to discuss and review the following:-

(a) review with the external auditors the audit plan, their evaluation of the system of internal controls,their audit report, their management letter and our management’s response;

(b) review the financial statements before submission to our board of Directors for approval, focusingin particular, on changes in accounting policies and practices, major risk areas, significantadjustments resulting from the audit, the going concern statement, compliance with accountingstandards as well as compliance with any stock exchange and statutory/regulatory requirements;

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(c) review the internal control and procedures and ensure co-ordination between the external auditorsand our management, reviewing the assistance given by our management to the auditors, anddiscuss problems and concerns, if any, arising from the interim and final audits, and any matterswhich the auditors may wish to discuss (in the absence of our management where necessary);

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

(e) consider the appointment or re-appointment of the external auditors and matters relating toresignation or dismissal of the auditors;

(f) review transactions falling within the scope of Chapter 9 and Chapter 10 of the SGX-ST ListingManual;

(g) undertake such other reviews and projects as may be requested by our board of Directors andreport to our board of Directors its findings from time to time on matters arising and requiring theattention of our Audit Committee; and

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

BOARD PRACTICES

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takesplace annually. One third (or the number nearest one third) of our Directors, are required to retire fromoffice at each annual general meeting. Further, all our Directors are required to retire from office at leastonce in every three years. However, a retiring Director is eligible for re-election at the meeting at whichhe retires. Further details on the appointment and retirement of Directors can be found under the section“General and Statutory Information” under the heading “Memorandum and Articles of Association” onpages 107 and 108 of this Prospectus.

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OWNERSHIP STRUCTURE

Our shareholders and their respective shareholdings immediately before and after the Invitation aresummarised below:-

Direct Interest Before the Invitation After the Invitation

No. of Shares % No. of Shares %

Directors

Chua Cheng Song(3) 3,750,000 2.9 3,750,000 2.1George Chua Hook Beng 7,812,500 6.0 7,812,500 4.4Anthony Tay Song Seng(1) 65,625,000 50.0 65,625,000 37.3Goh Siang Khin(2) – – – –Teo Kiang Kok(2) – – – –Lee Joo Hai(2) – – – –

Substantial Shareholders(other than Directors)

Ong Hock Leng 21,875,000 16.7 21,875,000 12.4Tham Kim Par 21,875,000 16.7 21,875,000 12.4Soh Chun Seng 7,812,500 6.0 7,812,500 4.4

Shareholders of less than 5% who arerelated to the Directors or Substantial Shareholders (if any)

Martin Tay Teck Chye(1)(3) 125,000 0.1 125,000 0.1

Employees(3)

Soh Su Fang 187,500 0.1 187,500 0.1Koh Lily 187,500 0.1 187,500 0.1Kin Boon Lee 187,500 0.1 187,500 0.1Ho Tai Chuan 187,500 0.1 187,500 0.1Wong Pui Fong @ Wong Pui Hoon 125,000 0.1 125,000 0.1Gan Leng Mei 125,000 0.1 125,000 0.1Others 1,375,000 1.0 1,375,000 0.8

Public – – 44,500,000 25.3

TOTAL 131,250,000 100.0 175,750,000 100.0 (4)

Notes:-

(1) Our Executive Officer, Mr Martin Tay Teck Chye, is the nephew of our Executive Director and Controlling Shareholder, MrAnthony Tay Song Seng.

(2) Messrs Goh Siang Khin, Teo Kiang Kok and Lee Joo Hai who are our Independent Directors will each be offered 50,000Reserved Shares. If they subscribe for the said Reserved Shares, they may dispose of or transfer all or part of theirshareholdings in our Company after our admission to the Official List of the SGX-SESDAQ.

(3) On 6 July 2004, our Company issued 500,000 new ordinary shares of $1.00 each at par to certain employees (comprising aDirector, seven Executive Officers and 12 other employees) of our Group in recognition of their past contributions and/or tomotivate and optimise their performance. The allocation of the new shares to these employees is as follows:-

Number of ordinary shares Number of Shares after theName of employee of $1.00 each Sub-division of Shares

Chua Cheng Song 300,000 3,750,000Soh Su Fang 15,000 187,500Koh Lily 15,000 187,500Kin Boon Lee 15,000 187,500Ho Tai Chuan 15,000 187,500Wong Pui Fong @ Wong Pui Hoon 10,000 125,000Martin Tay Teck Chye 10,000 125,000Gan Leng Mei 10,000 125,000Others 110,000 1,375,000

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Others comprise selected employees who are long serving (more than five years) and/or have made contributions which ourDirectors considered to be significant.

Each of these employees has given a written undertaking to our Company not to sell, transfer or dispose of the Sharesissued to him for a period of six months from the date of our admission to the Official List of the SGX-SESDAQ.

(4) Total does not add up to 100% due to rounding.

Save as disclosed above there are no other relationships between our Directors or Executive Officersand our Substantial Shareholders.

Save as disclosed above, none of our Directors or Substantial Shareholders intend to subscribe for anyNew Shares and to the best of the knowledge, information and belief of our Directors, no ExecutiveOfficer intends to subscribe for more than 5% of the New Shares. Our employees, including those whoare existing Shareholders, may subscribe for the Reserved Shares and Offer Shares.

Save for the Issue of Shares to Employees, there had been no significant change in the percentage ofownership of our Company in the last three years prior to the date of this Prospectus.

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights fromthe New Shares.

There is no known arrangement the operation of which may, at a subsequent date, result in a change incontrol of our Company.

There has not been any public take-over offer by a third party in respect of our Shares or by ourCompany in respect of the shares of another corporation which has occurred during the last and currentfinancial year.

MORATORIUM

To demonstrate their commitment to our Company, Messrs Anthony Tay Song Seng, Ong Hock Leng,Tham Kim Par and George Chua Hook Beng who in aggregate hold 117,187,500 Shares, representing66.7% of our Company’s post-Invitation issued share capital, have each undertaken not to sell, realise,transfer or otherwise dispose of or transfer any part of each of their shareholdings in our Company for aperiod of six months commencing from the date of admission of our Company to the Official List of theSGX-SESDAQ (the “Initial Period”) and for a period of six months after the Initial Period, not to sell,transfer, assign or otherwise dispose of more than 50% of each of their respective shareholdings held inour Company immediately after the Invitation.

Pursuant to the Issue of Shares to Employees, each of the employees has given a written undertaking toour Company not to sell, transfer or dispose of the Shares issued to him for a period of six months fromthe date of our admission to the Official List of the SGX-SESDAQ.

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INTERESTED PERSON TRANSACTIONS

Save as disclosed below, none of our Directors or Controlling Shareholders or their associates (asdefined in the Listing Manual) was or is interested in any material transactions undertaken by us withinthe last three financial years ended 31 December 2003 and up to the Latest Practicable Date.

Amounts Owing to our Directors

In April 2002, our Executive Director, Mr George Chua Hook Beng and our Executive Director andControlling Shareholder, Mr Anthony Tay Song Seng, made advances amounting to $379,200 to ourCompany for the acquisition of Adampak Screen. These advances were interest-free, unsecured andhad no fixed terms of repayment.

These amounts owing to Messrs George Chua Hook Beng and Anthony Tay Song Seng have been fullyrepaid in October 2003.

Guarantees Provided by our Directors and/or Substantial Shareholders

Our Directors and Substantial Shareholders have jointly and severally provided personal guarantees tosecure credit facilities extended to our Group. Details of these guarantees as at the Latest PracticableDate are as follows:-

FacilitiesBankers Amount of facilities guaranteed used by Guarantees provided by

DBS – Overdraft $3,320,000 Adampak Anthony Tay Song Seng, George ChuaHook Beng, Ong Hock Leng, Tham Kim

– Trade Financing $500,000 Par and Soh Chun Seng– Term Loan $1,700,000– Hire Purchases $2,192,188

DBS – Hire Purchase $705,000 Adampak Anthony Tay Song Seng and Ong HockLeng

Hong Leong – Hire Purchase $59,500 Adampak Anthony Tay Song Seng and Ong Hock Finance Limited Leng

RHB Bank – Revolving Credit $1,500,000 Adampak Anthony Tay Song Seng, George Chua Berhad Facility/ Multi- Hook Beng, Ong Hock Leng, Tham Kim

Trade Line Par and Soh Chun Seng

– Foreign Exchange $1,500,000Contract Line

UMF (Singapore) – Hire Purchase $160,350 Adampak Soh Chun SengLimited

As at 31 December 2003, the total amount of personal guarantees provided by our Directors andSubstantial Shareholders was approximately $11.3 million. The largest aggregate outstanding amountguaranteed by the above guarantors during the last three financial years and up to the Latest PracticableDate, based on amounts as at the end of each calendar month except for overdrafts which were basedon daily balances, was approximately $6.4 million.

Subsequent to the Invitation, our Directors and Substantial Shareholders intend to obtain a release anddischarge of the above guarantees from the respective financial institutions by substituting the same withother securities acceptable to the financial institutions. Should the terms and conditions of our existingfacilities be affected by the withdrawal of the above guarantees, our Directors are confident that with ourlisting status and strengthened financial position due to the expected proceeds from the Invitation, weshould be able to secure alternative credit facilities on terms similar to those applicable to the currentfacilities.

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Please refer to “Capitalisation and Indebtedness” beginning on page 46 of this Prospectus for moreinformation.

Professional Services

Our Group has paid fees to Shook Lin & Bok, a firm of advocates and solicitors in which our IndependentDirector, Mr Teo Kiang Kok, is a senior partner, for legal services performed by Shook Lin & Bok fromtime to time as well as for legal services rendered by the firm in connection with the Invitation. AlthoughMr Teo Kiang Kok is a partner of Shook Lin & Bok, he was not the partner rendering the legal servicesand does not have any interest in our Group.

The legal fees paid by our Group to Shook Lin & Bok for FY2001, FY2002, FY2003 and from 1 January2004 up to the Latest Practicable Date were as follows:-

1 January 2004to the Latest

(S$) FY2001 FY2002 FY2003 Practicable Date

Legal fees(1) 23,600 – 11,000 17,300

Note:-

(1) Legal fees include disbursements payable to Shook Lin & Bok.

The above fees paid to Shook Lin & Bok are at arm’s length and are comparable to fees charged forsimilar services by unrelated parties.

It is envisaged that we may continue to engage the services of Shook Lin & Bok in future as and whenthe need arises. As matters involving our Group will be handled by other partners and associates of thefirm, our Directors are of the view that the provision of such services will not interfere with Mr Teo KiangKok’s independent judgement in his role as our Independent Director. In the event that Mr Teo Kiang Kokis interested in any matter handled by Shook Lin & Bok involving our Group, including and not limited tothe Invitation, he will adhere to the procedures and guidelines for interested person transactions as setout below and abstain from reviewing and voting on that particular transaction.

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS

Our Audit Committee, when formed, will review and approve all interested person transactions as definedby the Listing Manual (“Interested Person Transactions”) to ensure that they are on normal commercialterms and are not prejudicial to the interests of our Shareholders as follows:-

(i) All Interested Persons Transactions above $100,000 are to be approved by a Director who shallnot be an interested person in respect of the particular transaction. Any contracts to be made withan interested person shall not be approved unless the pricing is determined in accordance with ourusual business practices and policies, consistent with the usual margin given or price received byus for the same or substantially similar type of transactions between us and unrelated parties andthe terms are no more favourable to the interested person than those extended to or received fromunrelated parties.

For the purposes above, where applicable, contracts for the same or substantially similar type oftransactions entered into between us and unrelated third parties will be used as a basis forcomparison to determine whether the price and terms offered to or received from the interestedperson are no more favourable than those extended to unrelated parties.

(ii) In addition, we shall monitor all related Interested Person Transactions entered into by us,categorising the transactions as follows:-

(a) a category 1 Interested Person Transaction is one where the value thereof is in excess of5% of the NTA of our Group based on the latest audited accounts; and

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(b) a category 2 Interested Person Transaction is one where the value thereof is below or equalto 5% of the NTA of our Group based on the latest audited accounts.

Category 1 Interested Person Transactions must be approved by the Audit Committee prior toentry. Category 2 Interested Person Transactions need not be approved by the Audit Committeeprior to entry but shall be reviewed on a half-yearly basis by the Audit Committee.

We will prepare relevant information to assist our Audit Committee in its review.

Our Audit Committee will review all Interested Person Transactions to ensure that the then prevailingrules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with,and if required under the Listing Manual, the Companies Act or the SFA, we will seek our Shareholder’sapproval (where necessary) for such transactions. In the event that a member of our Audit Committee isinterested in any of the Interested Person Transactions, he will abstain from reviewing and voting on thatparticular transaction.

CONFLICTS OF INTERESTS

Save as disclosed in “Interested Person Transactions” above:-

(a) none of our Directors, Executive Officers or Substantial Shareholders has had any interest, director indirect, in any material transactions to which we were or are to be a party;

(b) none of our Directors, Executive Officers or Substantial Shareholders has any interest, direct orindirect, in any company carrying on the same business or carrying on a similar trade as us; and

(c) none of our Directors, Executive Officers or Substantial Shareholders has any interest, direct orindirect, in any enterprise or company that is our customer or supplier of goods or services.

Interests of Experts

None of the experts named in the Prospectus:-

(i) is employed on a contingent basis by our Company or any of our subsidiaries;

(ii) has a material interest, whether direct or indirect, in our Shares or in the shares of oursubsidiaries; or

(iii) has a material economic interest, whether direct or indirect, in our Company, including an interestin the success of the Invitation.

Interests of Underwriter

In the reasonable opinion of our Directors, the Underwriter, UOB Asia, does not have a materialrelationship with our Company save that the Offer is underwritten by the Underwriter. UOB Asia is alsothe Manager and the Placement Agent of the Invitation.

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CLEARANCE AND SETTLEMENT

Upon listing and quotation on the SGX-SESDAQ, our Shares will be traded under the book-entrysettlement system of the CDP, and all dealings in and transactions of the Shares through the SGX-SESDAQ will be effected in accordance with the terms and conditions for the operation of securitiesaccounts with the CDP, as amended from time to time.

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf ofpersons who maintain, either directly or through depository agents, securities accounts with CDP.Persons named as direct securities account holders and depository agents in the depository registermaintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and theCompanies Act, as members of our Company in respect of the number of Shares credited to theirrespective securities accounts.

Persons holding our Shares in securities account with CDP may withdraw the number of Shares theyown from the book-entry settlement system in the form of physical share certificates. Such sharecertificates will, however, not be valid for delivery pursuant to trades transacted on the SGX-SESDAQ,although they will be prima facie evidence of title and may be transferred in accordance with our Articlesof Association. A fee of $10.00 for each withdrawal of 1,000 Shares or less and a fee of $25.00 for eachwithdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entrysettlement system and obtaining physical share certificates. In addition, a fee of $2.00 or such otheramount as our Directors may decide, is payable to the share registrar for each share certificate issuedand a stamp duty of $10.00 is also payable where our Shares are withdrawn in the name of the personwithdrawing our Shares or $0.20 per $100.00 or part thereof of the last-transacted price where it iswithdrawn in the name of a third party. Persons holding physical share certificates who wish to trade onthe SGX-SESDAQ must deposit with CDP their share certificates together with the duly executed andstamped instruments of transfer in favour of CDP, and have their respective securities accounts creditedwith the number of Shares deposited before they can effect the desired trades. A fee of $20.00 ispayable upon the deposit of each instrument of transfer with CDP.

Transactions in our Shares under the book-entry settlement system will be reflected by the seller’ssecurities account being debited with the number of Shares sold and the buyer’s securities account beingcredited with the number of Shares acquired. No transfer of stamp duty is currently payable for ourShares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the SGX-SESDAQ is payable at the rate of 0.05 percent of the transaction value subject to a maximum of $200 per transaction. The clearing fee, instrumentof transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax.

Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDPon a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-SESDAQ generallytakes place on the third Market Day following the transaction date, and payment for the securities isgenerally settled on the following business day. CDP holds securities on behalf of investors in securitiesaccounts. An investor may open a direct account with CDP or a sub-account with a CDP agent. TheCDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

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GENERAL AND STATUTORY INFORMATION

1. SHARE CAPITAL

(a) As at the date of this Prospectus, there is only one class of shares in the capital of ourCompany. There are no founder, management or deferred shares. Our existing Shares donot carry voting rights which are different from the New Shares. The rights of and privilegesattached to the Shares are stated in the Articles of Association of our Company.

(b) Our Company was incorporated on 10 January 1979. It presently has an authorised sharecapital of $50,000,000 divided into 625,000,000 Shares.

(c) Upon completion of the Invitation, the issued and paid-up share capital of our Company willbe increased to $14,060,000 divided into 175,750,000 Shares.

(d) Save as disclosed below and in the section “Share Capital” on pages 43 to 45 of thisProspectus, there were no changes in the issued and paid-up share capital of our Companyor our subsidiaries within the three years preceding the date of lodgement of thisProspectus:-

Issue Price No. of ResultantCompany/Date per Share shares issued capital Purpose of issue

Adampak

6 July 2004 $1.00 8,500,000 shares $10,000,000 Bonus Issueof $1.00 each

6 July 2004 $1.00 500,000 shares $10,500,000 Issue of Sharesof $1.00 each to Employees

Adampak (Thailand)

19 October 2001 THB10 3,500,000 shares THB35,000,000 Incorporationof THB10 each

(e) Save as disclosed in paragraph (d) above, no shares in or debentures of our Company orour subsidiaries have been issued, or is proposed to be issued, as fully or partly paid-up forcash, or for a consideration other than cash, within the three years preceding the date of thisProspectus.

(f) No person has been granted or is entitled to be granted an option to subscribe for shares in,or debentures of, our Company or any of our subsidiaries.

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2. INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

(a) The names, addresses, ages, principal occupations and business and working experience ofall our Directors and Executive Officers are set out on pages 84 to 87 of this Prospectus.

(b) The list of present directorships and past directorships of each Director (other thandirectorships held in our Company) as at the date of this Prospectus and over the five yearspreceding the date of this Prospectus is set out as follows:-

Name Present Directorships Past Directorships

Chua Cheng Song Group Companies Group CompaniesAdampak Graphics Sdn Bhd NilAdampak & Print (Phils.) Inc.Adampak Screen Printing Pte Ltd

Adampak (Thailand) Ltd

Other Companies Other CompaniesNil Chua, Goh & Ng Pte Ltd (struck-off)

Comtrade Industrial Supplies Pte Ltd (struck-off)

FIMAS Management Services Pte Ltd

George Chua Hook Beng Group Companies Group CompaniesAdampak & Print (Phils.) Inc. Adampak Graphics Sdn BhdAdampak (Thailand) Ltd Adampak Screen Printing Pte Ltd

Other Companies Other CompaniesNil Nil

Anthony Tay Song Seng Group Companies Group CompaniesAdampak (Thailand) Ltd Adampak Screen Printing Pte Ltd


Goh Siang Khin Group Companies Group CompaniesNil Nil

Other Companies Other CompaniesNil Comtrade Industrial Supplies Pte

Ltd (struck-off)

Teo Kiang Kok Group Companies Group CompaniesNil Nil

Other Companies Other CompaniesAsean Emerging Companies Circuits Plus Holdings LtdGrowth Fund Ltd Citiraya Industries LtdFood Culture Pte Ltd Dynalab (S) LtdFood Junction Enterprises GRP LimitedPte Ltd HG Metal Manufacturing Limited

Food Junction Holdings Ltd Intraco LtdFood Junction International IPC Corporation LtdPte Ltd Kingboard Copper Foil Holdings

Food Junction Management LimitedPte Ltd Malaysian Emerging Companies

Food Junction Singapore Pte Ltd Growth Fund LtdGiant Wireless Technology Mayfran International LtdLimited Miyoshi Precision Limited

Hyflux Ltd New Wave Technologies LtdPheim Apec Growth Fund Ltd

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Teo Kiang Kok (cont’d) Other Companies Other CompaniesJadason Enterprises Ltd Praxair Surface Technologies PteMemtech International Ltd LtdOcean Sky International Solid Resources Investments LtdLimited Swing Media Technology Group

SLAB Services Pte Ltd LimitedSM Summit Holdings Limited Tat Seng Packaging Group LtdThe Vittoria Fund Ltd Teamsphere LimitedThe Vittoria One LtdT&W Food Junction Sdn BhdUnisteel Technology LimitedWestcomb Financial Group

Limited

Lee Joo Hai Group Companies Group CompaniesNil Nil

Other Companies Other CompaniesAGVA Corporation Limited JMI International LimitedArmarda Group Limited Kingboard Copper Foil Holdings FDS Networks Group Ltd LimitedFood Junction Holdings Lung Kee Metal Holdings LimitedLimited Solid Resources Investment Ltd

Hyflux Ltd Teamsphere LimitedIPC Corporation LtdKian Ho Bearings LtdKXD Digital EntertainmentLimited

Miyoshi Precision LimitedNTI International LimitedPSL Holdings LimitedUnisteel Technology Limited

Note:-The companies in which Messrs Teo Kiang Kok and Lee Joo Hai were appointed as directors for purposes ofincorporation or as a nominee director in the course of their professional practice are not included.

(c) Save as disclosed below, none of our Executive Officers currently hold directorships or heldany past directorships for the last five years:-


Soh Chun Seng Group Companies Group CompaniesAdampak Graphics (KL) Sdn Bhd Adampak & Print Pte LtdAdampak (Thailand) Ltd Adampak Screen Printing Pte Ltd


Martin Tay Teck Chye Group Companies Group CompaniesAdampak & Print (Phils.) Inc Nil

Other Companies Other CompaniesNil Alteq Label & Graphic Pte Ltd

Wong Pui Fong @ Group Companies Group CompaniesWong Pui Hoon Adampak (Thailand) Ltd. Nil


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(d) Save for our Executive Officer, Mr Martin Tay Teck Chye, who is the nephew of our ExecutiveDirector and Controlling Shareholder, Mr Anthony Tay Song Seng, none of our Directors andExecutive Officers is related to one another or to any Substantial Shareholder of ourCompany.

(e) The interests of our Directors and Substantial Shareholders in our Shares as at the date ofthis Prospectus before the Invitation and as recorded in the Register of Shareholdingsmaintained under the provisions of the Companies Act are as follows:-

Number of Shares inNumber of Shares which our Directorsregistered in the and Substantial

names of Directors Shareholdersand Substantial are deemed toShareholders % have an interest %

Directors

Chua Cheng Song 3,750,000 2.9 – –George Chua Hook Beng 7,812,500 6.0 – –Anthony Tay Song Seng 65,625,000 50.0 – –Goh Siang Khin – – – –Teo Kiang Kok – – – –Lee Joo Hai – – – –

Substantial Shareholders(other than Directors)

Ong Hock Leng 21,875,000 16.7 – –Tham Kim Par 21,875,000 16.7 – –Soh Chun Seng 7,812,500 6.0 – –

(f) There is no shareholding qualification for Directors in the Articles of Association of ourCompany.

(g) (i) In the course of his past employment as an executive officer of a company, Mr ChuaCheng Song, our Chief Executive Officer, was asked to assist in an investigation bythe Corrupt Practices Investigation Bureau (“CPIB”) in relation to a bribery caseinvolving a purchasing manager of a customer of that company. Mr Chua had nodirect dealings with the purchasing manager or the customer. No further assistancehas been required of Mr Chua by the CPIB.

(ii) In the course of his past employment, Mr Chua Cheng Song was interviewed by theCommercial Affairs Department (“CAD”) in relation to a complaint that fraud wasbeing committed by an employee of a company. No further assistance was requiredof Mr Chua by the CAD as the party complained about was not in fact working for thesaid company.

(iii) Mr Anthony Tay Song Seng, our Executive Director and Controlling Shareholder,assisted the Criminal Investigation Department (“CID”) in investigating a case ofalleged criminal breach of trust against two ex-employees of one of our customers.These persons were not employees of Adampak and no further assistance wasrequired of Mr Tay by the CID.

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(iv) In the course of his professional practice, Mr Goh Siang Khin, one of our IndependentDirectors, has assisted the CAD in the investigation of a company which he wasappointed as liquidator. To the best of his knowledge, such investigation was relatedto matters prior to Mr Goh’s appointment as liquidator. No charge was filed againstthe company, its directors nor Mr Goh, as liquidator of the company. The companywas dissolved in a members’ voluntary winding up in 1995.

(v) In the course of his professional practice, Mr Teo Kiang Kok, one of our IndependentDirectors, has from time to time assisted the CAD in the investigation of offences oralleged offences committed by other persons.

(vi) Mr Lee Joo Hai, one of our Independent Directors, had previously assisted the CADin an investigation in connection with charges against an ex-managing director of acompany for breach of directors’ duties and alleged misuse of the company’s funds.Mr Lee was interviewed by CAD in his capacity as an independent director of thecompany. The case was concluded in 2001 after the ex-managing director wasprosecuted and convicted of some charges.

(h) None of our Directors or Executive Officers:-

(i) has, at any time during the last 10 years, had a petition under any bankruptcy laws ofany jurisdiction filed against him or against a partnership of which he was a partner;

(ii) has, at any time during the last 10 years, had a petition under any law of anyjurisdiction filed against a corporation of which he was a director or key executive forthe winding up of that corporation on the ground of insolvency;

(iii) has any unsatisfied judgement against him;

(iv) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud ordishonesty which is punishable with imprisonment for 3 months or more, or has beenthe subject of any criminal proceedings (including any pending criminal proceedingswhich he is aware of) for such purpose;

(v) has ever been convicted of any offence, in Singapore or elsewhere, involving a breachof any law or regulatory requirement that relates to the securities or futures industry inSingapore or elsewhere, or been the subject of any criminal proceedings (includingany pending criminal proceedings which he is aware of) for such breach;

(vi) has, at any time during the last 10 years, had judgement entered against him in anycivil proceedings in Singapore or elsewhere involving a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, nor hashe been the subject of any civil proceedings (including any pending civil proceedingswhich he is aware of) involving an allegation of fraud, misrepresentation or dishonestyon his part;

(vii) has ever been convicted in Singapore or elsewhere of any offence in connection withthe formation or management of any corporation;

(viii) has ever been disqualified from acting as a director of any corporation, or from takingpart directly or indirectly in the management of any corporation;

(ix) has ever been the subject of any order, judgement or ruling of any court, tribunal orgovernmental body, permanently or temporarily enjoining him from engaging in anytype of business practice or activity;

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(x) has ever, to his knowledge, been concerned with the management or conduct, inSingapore or elsewhere, of the affairs of:-

(aa) any corporation which has been investigated for a breach of any law orregulatory requirement governing corporations in Singapore or elsewhere; or

(bb) any corporation or partnership which has been investigated for a breach of anylaw or regulatory requirement that relates to the securities or futures industry inSingapore or elsewhere,

in connection with any matter occurring or arising during the period when he was soconcerned with the corporation or partnership.

(i) Save as disclosed under the section “Service Agreements” on pages 89 and 90 of thisProspectus, there are no existing or proposed service contracts between our Directors orour Executive Officers and our Group. There are no existing or proposed service contractsbetween our Directors or Executive Officers and our Group which provide for benefits upontermination of employment.

(j) The aggregate emoluments (including CPF thereon) paid or distributed by our Group to ourDirectors for services rendered in all capacities to our Group for FY2002 and FY2003amounted to approximately $1,194,000 and $1,172,000 respectively. For FY2003, had theService Agreements been in place, the aggregate fees and remuneration payable to ourDirectors under the arrangements with our Company in force as at the date of thisProspectus are estimated to be approximately $1,050,000 (including profit sharing and CPFthereon).

(k) No option to subscribe for securities of our Company or any of our subsidiaries has beengranted to, or was exercised by, any Director or Executive Officer within the two yearspreceding the date of this Prospectus.

(l) Save as disclosed under the section “Interested Person Transactions” on pages 96 and 97 ofthis Prospectus, none of our Directors or Substantial Shareholders is interested, directly orindirectly, in the promotion of, or in any assets acquired or disposed of by, or leased to, ourCompany or any of our subsidiaries within the two years preceding the date of thisProspectus, or in any proposal for such acquisition or disposal or lease as aforesaid.

(m) None of our Directors, Executive Officers or Substantial Shareholders has any interest,direct or indirect, in any company carrying on the same trade as our Company or any of oursubsidiaries taken as a whole.

(n) None of our Directors is materially interested in any existing contract or arrangementsubsisting at the date of this Prospectus which is significant in relation to the business of ourCompany and our subsidiaries.

(o) No sum or benefit has been paid or has been agreed to be paid to any Director or to anyfirm in which a Director is a partner or corporation in which such Director holds shares ordebentures in cash or in shares or otherwise by any person to induce him to become, or toqualify him as, a Director or otherwise for services rendered by him or such firm orcorporation in connection with the promotion or formation of our Company.

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3. MEMORANDUM AND ARTICLES OF ASSOCIATION

Our Company is registered with the Accounting and Corporate Regulatory Authority in Singaporeand our company registration number 197900079M.

Memorandum of Association

The Memorandum of Association of our Company states, among others, that the liability ofmembers of our Company is limited.

The principal purpose of our Company is investment holding. Our Company’s objects andpurposes are set out in full in clause 3 of the Memorandum of Association which is available forinspection at our registered office as stated in the section “Documents for Inspection” on page 123of this Prospectus.

Articles of Association

An extract of our Article of Association providing for, inter alia, transferability of Shares, Directors’voting rights, borrowing powers of Directors and dividend rights are set out below. The full text ofthe Article of Association is available for inspection at our registered office as stated in the section“Documents for Inspection” on page 123 of this Prospectus.

(a) a Director’s power to vote on a proposal, arrangement or contract in which the Director isinterested

Article 81

A Director may be party to or be in any way interested in any contract or arrangement ortransaction to which the Company is a party or in which the Company is in any wayinterested and he may hold and be remunerated in respect of any office or place of profit(other than the office of Auditor of the Company or any subsidiary thereof) under theCompany or any other company in which the Company is in any way interested and he (orany firm of which he is a member) may act in a professional capacity for the Company orany such other company and be remunerated therefor and in any such case as aforesaid(save as otherwise agreed) he may retain for his own absolute use and benefit all profitsand advantages accruing to him thereunder or in consequence thereof.

Article 100

A Director shall not vote in respect of any contract or arrangement or any other proposalwhatsoever in which he has any interest, directly or indirectly. A Director shall not becounted in the quorum at a meeting in relation to any resolution on which he is debarredfrom voting.

(b) the Director’s power to vote on remuneration (including pension or other benefits) for himselfor for any other director, and whether the quorum at an meeting of the board of directors tovote on directors’ remuneration may include the director whose remuneration is the subjectof the vote

Article 77

The ordinary remuneration of the Directors, which shall from time to time be determined byan Ordinary Resolution of the Company, shall not be increased except pursuant to anOrdinary Resolution passed at a General Meeting where notice of the proposed increaseshall have been given in the notice convening the General Meeting and shall (unless suchresolution otherwise provides) be divisible among the Directors as they may agree, or failingagreement, equally, except that any Director who shall hold office for part only of the periodin respect of which such remuneration is payable shall be entitled only to rank in suchdivision for a proportion of remuneration related to the period during which he has heldoffice. The ordinary remuneration of an executive Director may not include a commission onor a percentage of turnover and the ordinary remuneration of a non-executive Director shallbe a fixed sum, and not by a commission on or a percentage of profits or turnover.

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Article 78

Any Director who holds any executive office, or who serves on any committee of theDirectors, or who otherwise performs services which in the opinion of the Directors areoutside the scope of the ordinary duties of a Director, may be paid such extra remunerationby way of salary, commission or otherwise as the Directors may determine, other than by acommission on or percentage of commission or turnover, Provided that such extraremuneration (in case of an executive Director) shall not by way of commission on or apercentage of turnover and (in the case of a non-executive Director) shall be by a fixed sum,and not by a commission on or a percentage of profits or turnover.

Article 79

The Directors may repay to any Director all such reasonable expenses as he may incur inattending and returning from meetings of the Directors or of any committee of the Directorsor General Meetings or otherwise in or about the business of the Company.

Article 80

The Directors shall have power to pay and agree to pay pensions or other retirement,superannuation, death or disability benefits to (or to any person in respect of) any Directorfor the time being holding any executive office and for the purpose of providing any suchpensions or other benefits to contribute to any scheme or fund or to pay premiums.

(c) borrowing powers exercisable by the Directors and how such borrowing powers can bevaried

Article 108

Subject as hereinafter provided and to the provisions of the Statutes, the Directors mayexercise all the powers of the Company to borrow money, to mortgage or charge itsundertaking, property and uncalled capital and to issue debentures and other securities,whether outright or as collateral security for any debt, liability or obligation of the Companyor of any third party.

(d) retirement or non-retirement of Directors under an age limit requirement

Article 89

At each Annual General Meeting, one-third of the Directors for the time being (or, if theirnumber is not a multiple of three, the number nearest to but not less than one-third) shallretire from office by rotation, Provided that no Director holding office as Managing Directorshall be subject to retirement by rotation or be taken into account in determining the numberof Directors to retire. For the avoidance of doubt, each Director (other than a Directorholding office as Managing Director) shall retire at least once every three years.

Article 90

The Directors to retire by rotation shall include (so far as necessary to obtain the numberrequired) any Director who is due to retire at the meeting by reason of age or who wishes toretire and not to offer himself for re-election. Any further Directors so to retire shall be thoseof the other Directors subject to retirement by rotation who have been longest in office sincetheir last re-election or appointment and so that as between persons who became or werelast re-elected Directors on the same day, those to retire shall (unless they otherwise agreeamong themselves) be determined by ballot. A retiring Director shall be eligible for re-election.

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Article 91

The Company at the meeting at which a Director retires under any provision of thesepresents may by Ordinary Resolution fill the office being vacated by electing thereto theretiring Director or some other person eligible for appointment. In default, the retiringDirector shall be deemed to have been re-elected except in any of the following cases:-

(a) where at such meeting it is expressly resolved not to fill such office or a resolution forthe re-election of such Director is put to the meeting and lost; or

(b) where such Director has given notice in writing to the Company that he is unwilling tobe re-elected; or

(c) where the default is due to the moving of a resolution in contravention of the nextfollowing Article; or

(d) where such Director has attained any retiring age applicable to him as Director.

The retirement shall not have effect until the conclusion of the meeting except where aresolution is passed to elect some other person in the place of the retiring Director or aresolution for his re-election is put to the meeting and lost and accordingly a retiring Directorwho is re-elected or deemed to have been re-elected will continue in office without a break.

(e) the number of shares, if any, required for Director’s qualification

Article 76

A Director shall not be required to hold any shares of the Company by way of qualification.A Director who is not a member of the Company shall nevertheless be entitled to receivenotice of and to attend and speak at General Meetings.

(f) rights, preferences and restrictions attaching to each class of shares

Article 4

(A) Subject to these presents, no shares may be issued by the Directors without the priorapproval of the Company in General Meeting pursuant to Section 161 of the Act, butsubject thereto and the terms of such approval, and to Article 5, and to any specialrights attached to any shares for the time being issued, the Directors may allot (withor without conferring a right of renunciation) or grant options over or otherwisedispose of the same to such persons on such terms and conditions and for suchconsideration and at such time and whether or not subject to the payment of any partof the amount thereof in cash or otherwise as the Directors may think fit, and anyshares may, subject to compliance with Sections 70 and 75 of the Act, be issued withsuch preferential, deferred, qualified or special rights, privileges, conditions orrestrictions, whether as regards dividend, return of capital, participation in surplusassets and profits, voting, conversion or otherwise, as the Directors may think fit, andpreference shares may be issued which are or at the option of the Company are liableto be redeemed, the terms and manner of redemption being determined by theDirectors in accordance with the Act, Provided Always (a) no shares shall be issuedto transfer a controlling interest in the Company without the specific prior approval ofthe Company in General Meeting; and (b) that no shares shall be issued at a discountor options granted over unissued shares except in accordance with the Act and theDesignated Stock Exchange’s Listing rules.

(B) The Directors may, at any time after the allotment of any share but before any personhas been entered in the Register of Members as the holder, recognize a renunciationthereof by the allottee in favour of some other person and may accord to any allotteeof a share a right to effect such renunciation upon and subject to such terms andconditions as the Directors may think fit to impose.

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(C) Except so far as otherwise provided by the conditions of issue or by these presents,all new shares shall be issued subject to the provisions of the Statutes and of thesepresents with reference to allotment, payment of calls, lien, transfer, transmission,forfeiture or otherwise.

Article 8

(A) The rights attached to shares issued upon special conditions shall be clearly definedin the Memorandum and Articles and the rights attaching to shares of a class otherthan ordinary shares shall be expressed. In the event of preference shares beingissued, the total nominal value of issued preference shares shall not at any timeexceed the total nominal value of the issued ordinary shares and preferenceshareholders shall have the same rights as ordinary shareholders as regardsreceiving of notices, reports and balance-sheets and attending General Meetings ofthe Company, and preference shareholders shall also have the right to vote at anymeeting convened for the purpose of reducing capital or winding-up or sanctioning asale of the undertaking of the Company or where the proposal to be submitted to themeeting directly affects their rights and privileges or when the dividend on thepreference shares is more than six months in arrear.

(B) The Company has power to issue further preference capital ranking equally with, or inpriority to, preference shares already issued.

Article 9

(A) Whenever the share capital of the Company is divided into different classes of shares,the variation or abrogation of the special rights attached to any class may, subject tothe provisions of the Act, be made either with the consent in writing of the holders ofthree-quarters in nominal value of the issued shares of the class or with the sanctionof a Special Resolution passed at a separate General Meeting of the holders of theshares of the class (but not otherwise) and may be so made either whilst theCompany is a going concern or during or in contemplation of a winding-up. To everysuch separate General Meeting all the provisions of these presents relating toGeneral Meetings of the Company and to the proceedings thereat shall mutatismutandis apply, except that the necessary quorum shall be two or more personsholding at least one-third in nominal value of the issued shares of the class present inperson or by proxy or attorney and that any holder of shares of the class present inperson or by proxy or attorney may demand a poll and that every such holder shall ona poll have one vote for every share of the class held by him where the class is aclass of equity shares within the meaning of Section 64(1) of the Act or at least onevote for every share of the class where the class is a class of preference shareswithin the meaning of Section 180(2) of the Act, Provided Always that where thenecessary majority for such a Special Resolution is not obtained at such GeneralMeeting, the consent in writing, if obtained from the holders of three-quarters innominal value of the issued shares of the class concerned within two months of suchGeneral Meeting, shall be as valid and effectual as a Special Resolution carried atsuch General Meeting.

(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment ofpreference capital (other than redeemable preference capital) and any variation orabrogation of the rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall notunless otherwise expressly provided by the terms of issue thereof be deemed to bevaried by the creation or issue of further shares ranking as regards participation in theprofits or assets of the Company in some or all respects pari passu therewith but inno respect in priority thereto.

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Article 15

Every person whose name is entered as a member in the Register of Members shall beentitled, within ten market days (or such period as the Directors may determine havingregard to any limitation thereof as may be prescribed by the Designated Stock Exchangefrom time to time) after the closing date of any application of shares or (as the case may be)the date of lodgement of a registrable transfer, to one certificate for all his shares of any oneclass or to several certificates in reasonable denominations each for a part of the shares soallotted or transferred.

Article 18

The Directors may from time to time make calls upon the members in respect of anymoneys unpaid on their shares (whether on account of the nominal value of the shares or,when permitted, by way of premium) but subject always to the terms of issue of suchshares. A call shall be deemed to have been made at the time when the resolution of theDirectors authorizing the call was passed and may be made payable by instalments.

Article 19

Each member shall (subject to receiving at least fourteen days’ notice specifying the time ortimes and place of payment) pay to the Company at the time or times and place so specifiedthe amount called on his shares. The joint holders of a share shall be jointly and severallyliable to pay all calls in respect thereof. A call may be revoked or postponed as theDirectors may determine.

Article 20

If a sum called in respect of a share is not paid before or on the day appointed for paymentthereof, the person from whom the sum is due shall pay interest on the sum from the dayappointed for payment thereof to the time of actual payment at such rate (not exceeding tenper cent. per annum) as the Directors may determine but the Directors shall be at liberty inany case or cases to waive payment of such interest in whole or in part.

Article 21

Any sum (whether on account of the nominal value of the share or by way of premium)which by the terms of issue of a share becomes payable upon allotment or at any fixed dateshall for all the purposes of these presents be deemed to be a call duly made and payableon the date on which by the terms of issue the same becomes payable. In the case of non-payment, all the relevant provisions of these presents as to payment of interest andexpenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue ofa call duly made and notified.

Article 22

The Directors may on the issue of shares differentiate between the holders as to the amountof calls to be paid and the times of payment.

Article 23

The Directors may if they think fit receive from any member willing to advance the same allor any part of the moneys (whether on account of the nominal value of the shares or by wayof premium) uncalled and unpaid upon the shares held by him and such payment inadvance of calls shall extinguish pro tanto the liability upon the shares in respect of which itis made and upon the moneys so received (until and to the extent that the same would butfor such advance become payable) the Company may pay interest at such rate (notexceeding eight per cent. per annum) as the member paying such sum and the Directorsmay agree. Capital paid on shares in advance of calls shall not, whilst bearing interest,confer a right to participate in profits.

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Article 33

All transfers of shares shall be effected by written instruments of transfer in the form for thetime being approved by the Directors and the Designated Stock Exchange. An instrument oftransfer shall be signed by or on behalf of both the transferor and the transferee and bewitnessed, provided that CDP shall not be required to sign, as transferee, any instrument oftransfer relating to any transfer of shares to it during such period as the Directors may thinkfit. The transferor shall be deemed to remain the holder of the shares concerned until thename of the transferee is entered in the Register of Members in respect thereof.

Article 34

The Registers of Members and of Transfers may be closed at such times and for suchperiods as the Directors may from time to time determine, Provided Always that suchRegisters shall not be closed for more than thirty days in any year, and that the Companyshall give prior notice of each such closure, as may be required, to the Designated StockExchange, stating the period and purpose or purposes for which such closure is made.

Article 35

(A) There shall be no restriction on the transfer of fully paid up shares (except whererequired by law or by the rules, bye-laws or listing rules of the Designated StockExchange) but the Directors may in their discretion decline to register any transfer ofshares upon which the Company has a lien, and in the case of shares not fully paidup, may refuse to register a transfer to a transferee of whom they do not approve,Provided Always that in the event of the Directors refusing to register a transfer ofshares, the Company shall within ten market days (or such period as the Directorsmay determine having regard to any limitation thereof as may be prescribed by theDesignated Stock Exchange from time to time) after the date on which the applicationfor a transfer of shares was made, serve a notice in writing to the applicant stating thefacts which are considered to justify the refusal as required by the Statutes.

(B) The Directors may decline to register any instrument of transfer unless:-

(a) such fee not exceeding $2.00 (or such other fee as the Directors maydetermine having regard to any limitation thereof as may be prescribed by theDesignated Stock Exchange from time to time) as the Directors may from timeto time require is paid to the Company in respect thereof;

(b) the instrument of transfer, duly stamped in accordance with any law for the timebeing in force relating to stamp duty, is deposited at the Office or at such otherplace (if any) as the Directors may appoint accompanied by the certificates ofthe shares to which it relates, and such other evidence as the Directors mayreasonably require to show the right of the transferor to make the transfer and,if the instrument of transfer is executed by some other person on his behalf, theauthority of the person so to do; and

(c) the instrument of transfer is in respect of only one class of shares.

Article 42

A reference to a member shall be a reference to a registered holder of shares in theCompany, or where such registered holder is CDP, the Depositors on behalf of whom CDPholds the shares, Provided that:-

(a) a Depositor shall only be entitled to attend any General Meeting and to speak andvote thereat if his name appears on the Depository Register maintained by CDP forty-eight (48) hours before the General Meeting as a Depositor on whose behalf CDPholds shares in the Company, the Company being entitled to deem each suchDepositor, or each proxy of a Depositor who is to represent the entire balance

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standing to the Securities Account of the Depositor, to represent such number ofshares as is actually credited to the Securities Account of the Depositor as at suchtime, according to the records of CDP as supplied by CDP to the Company, andwhere a Depositor has apportioned the balance standing to his Securities Accountbetween two proxies, to apportion the said number of shares between the two proxiesin the same proportion as previously specified by the Depositor in appointing theproxies; and accordingly no instrument appointing a proxy of a Depositor shall berendered invalid merely by reason of any discrepancy between the proportion ofDepositor’s shareholding specified in the instrument of proxy, or where the balancestanding to a Depositor’s Securities Account has been apportioned between twoproxies the aggregate of the proportions of the Depositor’s shareholding they arespecified to represent, and the true balance standing to the Securities Account of aDepositor as at the time of the General Meeting, if the instrument is dealt with in suchmanner as is provided above;

(b) the payment by the Company to CDP of any dividend payable to a Depositor shall tothe extent of the payment discharge the Company from any further liability in respectof the payment;

(c) the delivery by the Company to CDP of provisional allotments or share certificates inrespect of the aggregate entitlements of Depositors to new shares offered by way ofrights issue or other preferential offering or bonus issue shall to the extent of thedelivery discharge the Company from any further liability to each such Depositor inrespect of his individual entitlement; and

(d) the provisions in these presents relating to the transfers, transmissions or certificationof shares shall not apply to the transfer of book-entry securities (as defined in theStatutes).

Article 43

Except as required by the Statutes or law, no person shall be recognized by the Companyas holding any share upon any trust, and the Company shall not be bound by or compelledin any way to recognize (even when having notice thereof) any equitable, contingent, futureor partial interest in any share, or any interest in any fractional part of a share, or (exceptonly as by these presents or by the Statutes or law otherwise provided) any other right inrespect of any share, except an absolute right to the entirety thereof in the registered holderand nothing in these presents contained relating to CDP or to Depositors or in anydepository agreement made by the Company with any common depository for shares shallin any circumstances be deemed to limit, restrict or qualify the above.

Article 64

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other joint holdersand for this purpose seniority shall be determined by the order in which the names stand inthe Register of Members or, as the case may be, the order in which the names appear inthe Depository Register in respect of the joint holding.

Article 65

Where in Singapore or elsewhere a receiver or other person (by whatever name called) hasbeen appointed by any court claiming jurisdiction in that behalf to exercise powers withrespect to the property or affairs of any member on the ground (however formulated) ofmental disorder, the Directors may in their absolute discretion, upon or subject to productionof such evidence of the appointment as the Directors may require, permit such receiver orother person on behalf of such member, to vote in person or by proxy at any GeneralMeeting, or to exercise any other right conferred by membership in relation to meetings ofthe Company.

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Article 66

No member shall be entitled in respect of shares held by him to vote at a General Meetingeither personally or by proxy or to exercise any other right conferred by membership inrelation to meetings of the Company if any call or other sum payable by him to the Companyin respect of such shares remains unpaid.

Article 67

No objection shall be raised as to the admissibility of any vote except at the meeting oradjourned meeting at which the vote objected to is or may be given or tendered and everyvote not disallowed at such meeting shall be valid for all purposes. Any such objection shallbe referred to the chairman of the meeting whose decision shall be final and conclusive.

(g) any change in capital

Article 10

The Company may from time to time by Ordinary Resolution increase its capital by suchsum to be divided into shares of such amounts as the resolution shall prescribe.

Article 11

The Company may by Ordinary Resolution:-

(a) consolidate and divide all or any of its share capital into shares of larger amount thanits existing shares;

(b) cancel any shares which, at the date of the passing of the resolution, have not beentaken, or agreed to be taken, by any person, and diminish the amount of its capital bythe amount of the shares so cancelled;

(c) subject to the provisions of the Statutes, sub-divide its shares, or any of them, intoshares of a smaller amount than is fixed by the Memorandum of Association; sohowever that the proportion of the amount paid to the amount unpaid (if any) on eachsub-divided share is the same as on the original share from which it was derived; andthe resolution whereby any share is sub-divided being otherwise permitted todetermine that, as between the holders of the shares resulting from such sub-division,one or more of the shares may, as compared with the others, have any suchpreferred, deferred, qualified or other special rights, or be subject to any suchrestrictions, as the Company has then the authority to attach to unissued or newshares; and/or

(d) subject to the provisions of the Statutes, convert or exchange any class of shares intoor for any other class of shares.

Article 12

(A) The Company may reduce its share capital or any capital redemption reserve fund,share premium account or other undistributable reserve in any manner permitted, andwith, and subject to, any incident authorized, and consent or confirmation required, bylaw.

(B) Subject to and in accordance with the provisions of the Act, the Company mayauthorise the Directors in General Meeting to purchase or otherwise acquire any of itsshares on such terms as the Company may think fit and in the manner prescribed bythe Act. All shares purchased by the Company shall be cancelled. The amount of theCompany’s issued share capital which is diminished on cancellation shall betransferred to the Company’s capital redemption reserve.

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(h) any change in the respective rights of the various classes of shares including the actionnecessary to change the rights

Article 9

(A) Whenever the share capital of the Company is divided into different classes of shares,the variation or abrogation of the special rights attached to any class may, subject tothe provisions of the Act, be made either with the consent in writing of the holders ofthree-quarters in nominal value of the issued shares of the class or with the sanctionof a Special Resolution passed at a separate General Meeting of the holders of theshares of the class (but not otherwise) and may be so made either whilst theCompany is a going concern or during or in contemplation of a winding-up. To everysuch separate General Meeting all the provisions of these presents relating toGeneral Meetings of the Company and to the proceedings thereat shall mutatismutandis apply, except that the necessary quorum shall be two or more personsholding at least one-third in nominal value of the issued shares of the class present inperson or by proxy or attorney and that any holder of shares of the class present inperson or by proxy or attorney may demand a poll and that every such holder shall ona poll have one vote for every share of the class held by him where the class is aclass of equity shares within the meaning of Section 64(1) of the Act or at least onevote for every share of the class where the class is a class of preference shareswithin the meaning of Section 180(2) of the Act, Provided Always that where thenecessary majority for such a Special Resolution is not obtained at such GeneralMeeting, the consent in writing, if obtained from the holders of three-quarters innominal value of the issued shares of the class concerned within two months of suchGeneral Meeting, shall be as valid and effectual as a Special Resolution carried atsuch General Meeting.

(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment ofpreference capital (other than redeemable preference capital) and any variation orabrogation of the rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall notunless otherwise expressly provided by the terms of issue thereof be deemed to bevaried by the creation or issue of further shares ranking as regards participation in theprofits or assets of the Company in some or all respects pari passu therewith but inno respect in priority thereto.

(i) dividends and distribution

The payment by the Directors of any unclaimed dividends or other moneys payable on or inrespect of a share into a separate account shall not constitute the Company a trustee inrespect thereof. All dividends unclaimed after being declared may be invested or otherwisemade use of by the Directors for the benefit of the Company. Any dividend unclaimed aftera period of six (6) years after having been declared may be forfeited and shall revert to theCompany but the Directors may thereafter at their discretion annul any such forfeiture andpay the dividend so forfeited to the person entitled thereto prior to the forfeiture.

Article 123

The Company may by Ordinary Resolution declare dividends but no such dividend shallexceed the amount recommended by the Directors.

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Article 124

If and so far as in the opinion of the Directors, the profits of the Company justify suchpayments, the Directors may declare and pay the fixed dividends on any class of sharescarrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or otherdates prescribed for the payment thereof and may also from time to time declare and payinterim dividends on shares of any class of such amounts and on such dates and in respectof such periods as they think fit.

Article 125

Unless and to the extent that the rights attached to any shares or the terms of issue thereofotherwise provide, all dividends shall (as regards any shares not fully paid throughout theperiod in respect of which the dividend is paid) be apportioned and paid pro rata accordingto the amounts paid on the shares during any portion or portions of the period in respect ofwhich the dividend is paid. For the purposes of this Article, no amount paid on a share inadvance of calls shall be treated as paid on the share.

Article 126

No dividend shall be paid otherwise than out of profits available for distribution under theprovisions of the Statutes or, pursuant to Section 69 of the Act and in the form of stockdividends, out of the share premium account. Any dividend unclaimed after six (6) yearsfrom the date of declaration shall be made forfeit and revert to the Company.

Article 127

No dividend or other monies payable on or in respect of a share shall bear interest asagainst the Company.

Article 128

(A) The Directors may retain any dividend or other monies payable on or in respect of ashare on which the Company has a lien and may apply the same in or towardssatisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(B) The Directors may retain the dividends payable upon shares in respect of which anyperson is under the provisions as to the transmission of shares hereinbeforecontained entitled to become a member, or which any person is under thoseprovisions entitled to transfer, until such person shall become a member in respect ofsuch shares or shall transfer the same.

Article 129

The waiver in whole or in part of any dividend on any share by any document (whether ornot under seal) shall be effective only if such document is signed by the member (or theperson entitled to the share in consequence of the death or bankruptcy of the holder) anddelivered to the Company and if or to the extent that the same is accepted as such or actedupon by the Company.

Article 130

The Company may upon the recommendation of the Directors by Ordinary Resolution directpayment of a dividend in whole or in part by the distribution of specific assets (and inparticular of paid-up shares or debentures of any other company) and the Directors shallgive effect to such resolution. Where any difficulty arises with regard to such distribution,the Directors may settle the same as they think expedient and in particular, may issuefractional certificates, may fix the value for distribution of such specific assets or any partthereof, may determine that cash payments shall be made to any member upon the footingof the value so fixed in order to adjust the rights of all parties and may vest any suchspecific assets in trustees as may seem expedient to the Directors.

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Article 131

Any dividend or other moneys payable in cash on or in respect of a share may be paid bycheque or warrant sent through the post to the registered address appearing in the Registerof Members or (as the case may be) the Depository Register of the member or personentitled thereto (or, if two or more persons are registered in the Register of Members or (asthe case may be) entered in the Depository Register as joint holders of the share or areentitled thereto in consequence of the death or bankruptcy of the holder, to any one of suchpersons) or to such person and such address as such member or person or persons may bywriting direct. Every such cheque or warrant shall be made payable to the order of theperson to whom it is sent or to such person as the holder or joint holders or person orpersons entitled to the share in consequence of the death or bankruptcy of the holder maydirect and payment of the cheque or warrant by the banker upon whom it is drawn shall be agood discharge to the Company. Every such cheque or warrant shall be sent at the risk ofthe person entitled to the money represented thereby.

Article 132

If two or more persons are registered in the Register of Members or (as the case may be)the Depository Register as joint holders of any share, or are entitled jointly to a share inconsequence of the death or bankruptcy of the holder, any one of them may give effectualreceipts for any dividend or other moneys payable or property distributable on or in respectof the share.

Article 133

Any resolution declaring a dividend on shares of any class, whether a resolution of theCompany in General Meeting or a resolution of the Directors, may specify that the sameshall be payable to the persons registered as the holders of such shares in the Register ofMembers or (as the case may be) the Depository Register at the close of business on aparticular date and thereupon the dividend shall be payable to them in accordance with theirrespective holdings so registered, but without prejudice to the rights inter se in respect ofsuch dividend of transferors and transferees of any such shares.

(j) any limitation on the right to own Shares, including limitations on the right of non-resident orforeign Shareholders to hold or exercise voting rights on their Shares

Article 5

(A) Subject to any direction to the contrary that may be given by the Company in GeneralMeeting or except as permitted by the rules of the Designated Stock Exchange, allnew shares shall before issue be offered to such persons who as at the date (asdetermined by the Directors) of the offer are entitled to receive notices from theCompany of General Meetings in proportion, as far as the circumstances admit, to theamount of the existing shares to which they are entitled. The offer shall be made bynotice specifying the number of shares offered, and limiting a time within which theoffer, if not accepted, will be deemed to be declined, and, after the expiration of thattime, or on the receipt of an intimation from the person to whom the offer is made thathe declines to accept the shares offered, the Directors may dispose of those shares insuch manner as they think most beneficial to the Company. The Directors maylikewise so dispose of any new shares which (by reason of the ratio which the newshares bear to shares held by persons entitled to an offer of new shares) cannot, inthe opinion of the Directors, be conveniently offered under this Article 5(A).

(B) The Company may, notwithstanding Article 5(A) above, authorize the Directors not tooffer new shares to members to whom by reason of foreign securities laws, suchoffers may not be made without registration of the shares or a prospectus or otherdocument, but to sell the entitlements to the new shares on behalf of such memberson such terms and conditions as the Company may direct.

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Article 35

(A) There shall be no restriction on the transfer of fully paid up shares (except whererequired by law or by the rules, bye-laws or listing rules of the Designated StockExchange) but the Directors may in their discretion decline to register any transfer ofshares upon which the Company has a lien, and in the case of shares not fully paidup, may refuse to register a transfer to a transferee of whom they do not approve,Provided Always that in the event of the Directors refusing to register a transfer ofshares, the Company shall within ten market days (or such period as the Directorsmay determine having regard to any limitation thereof as may be prescribed by theDesignated Stock Exchange from time to time) after the date on which the applicationfor a transfer of shares was made, serve a notice in writing to the applicant stating thefacts which are considered to justify the refusal as required by the Statutes.

(B) The Directors may decline to register any instrument of transfer unless:-

(a) such fee not exceeding $2.00 (or such other fee as the Directors maydetermine having regard to any limitation thereof as may be prescribed by theDesignated Stock Exchange from time to time) as the Directors may from timeto time require is paid to the Company in respect thereof;

(b) the instrument of transfer, duly stamped in accordance with any law for the timebeing in force relating to stamp duty, is deposited at the Office or at such otherplace (if any) as the Directors may appoint accompanied by the certificates ofthe shares to which it relates, and such other evidence as the Directors mayreasonably require to show the right of the transferor to make the transfer and,if the instrument of transfer is executed by some other person on his behalf, theauthority of the person so to do; and

(c) the instrument of transfer is in respect of only one class of shares.

Article 43

Except as required by the Statutes or law, no person shall be recognized by the Companyas holding any share upon any trust, and the Company shall not be bound by or compelledin any way to recognize (even when having notice thereof) any equitable, contingent, futureor partial interest in any share, or any interest in any fractional part of a share, or (exceptonly as by these presents or by the Statutes or law otherwise provided) any other right inrespect of any share, except an absolute right to the entirety thereof in the registered holderand nothing in these presents contained relating to CDP or to Depositors or in anydepository agreement made by the Company with any common depository for shares shallin any circumstances be deemed to limit, restrict or qualify the above.

4. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business, havebeen entered into by our Group within the two years preceding the date of lodgement of thisProspectus and are or may be material:-

(a) A lease dated 21 August 1998 between Jurong Town Corporation and our Companywhereby Jurong Town Corporation granted our Company a lease of the property at No. 10,Loyang Drive, Singapore 508940. The lease is for a term of 30 years with effect from 1November 1992, with an option to extend the lease for a further term of 30 years upon thesame terms and conditions. The annual rent currently payable by our Company is$40,613.40.

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(b) A lease dated 20 January 2000 between Jurong Town Corporation and our Companywhereby Jurong Town Corporation granted our Company a lease of the property at No. 6,Loyang Way 4, Singapore 507605. The lease is for a term of 30 years with effect from 1November 1997, with an option to extend the lease for a further term of 25 years upon thesame terms and conditions. The annual rent currently payable by our Company is$62,031.96.

(c) A tenancy agreement dated 6 December 2001 between Ticon Industrial Connection PublicCompany Limited as landlord and Adampak (Thailand) as tenant for the lease of thepremises at Plot no. G2/6, Hi-Tech Industrial Estate, General Industrial Zone, AyudhayaProvince, Thailand for a term of three years commencing 16 December 2001 at a monthlyrent and service charge of THB280,000.

(d) An option agreement dated 15 December 2001 between Adampak Screen and Insta-wellElectrical Engineering Pte Ltd, pursuant to which Adampak Screen granted Insta-wellElectrical Engineering Pte Ltd an option to acquire the property at 10 Ubi Crescent, #03-33,Singapore 408564 at a consideration of $423,000.

(e) A sub-sale deed of assignment between Adampak Screen and Insta-well ElectricalEngineering Pte Ltd, pursuant to which Adampak Screen assigned to Insta-well ElectricalEngineering Pte Ltd all its estate right title benefits and interest in and under or arising outof the agreement for sale and purchase dated 30 July 1999 between Ubi Development PteLtd and Adampak Screen for the purchase of the property at 10 Ubi Crescent, #03-33,Singapore 408564.

(f) A tenancy agreement dated 22 April 2003 between RBF Development Corporation aslandlord and Adampak (Philippines) as tenant for the lease of the premises at Lot No. C2-5B, Carmelray Industrial Park II, Calamba City, Laguna, Philippines for a term of three yearscommencing 16 June 2003 at a monthly rent and service charge of USD6,018.25.

(g) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak(Penang), for the use of the “Adampak” trademark in Malaysia by Adampak (Penang). Theagreement takes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the useof the “Adampak” trademark. The agreement will remain in force until terminated by ourCompany upon 14 days’ notice.

(h) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak(KL), for the use of the “Adampak” trademark in Malaysia by Adampak (KL). The agreementtakes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the use of the“Adampak” trademark. The agreement will remain in force until terminated by our Companyupon 14 days’ notice.

(i) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak(Tianjin), for the use of the “Adampak” trademark in Tianjin, PRC by Adampak (Tianjin). Theagreement takes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the useof the “Adampak” trademark. The agreement will remain in force until terminated by ourCompany upon 14 days’ notice.

5. WORKING CAPITAL

(a) Our Directors are of the opinion that, after taking into account the present banking facilities,our cash and cash equivalents and net cash to be generated from operating activities, ourGroup will have adequate working capital for our present requirements.

(b) In the opinion of our Directors, there are no minimum amounts which must be raised by theissue of the New Shares. Although no minimum amount must be raised by the Invitation,such amounts which are proposed to be provided out of the proceeds of the Invitation shall,in the event the Invitation is cancelled, be provided out of the existing banking facilities orinternal funds.

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6. LOAN CAPITAL AND OTHER BORROWINGS

Save as disclosed in the section “Liquidity and Capital Resources” of this Prospectus and in theAudited Consolidated Financial Statements for the years ended 31 December 2001, 2002 and2003, our Group had no other borrowings or indebtedness in the nature of borrowings includingbank overdrafts and liabilities under acceptances (other than normal trading bills) or acceptancecredits, mortgages, charges, hire purchase commitments, guarantees or other material contingentliabilities.

7. FINANCIAL CONDITION AND OPERATIONS OF THE GROUP

(a) Save as disclosed in this Prospectus, our Directors are not aware of any materialinformation including trading factors or risks which are unlikely to be known or anticipated bythe general public and which could materially affect our profits.

(b) Save as disclosed in this Prospectus, our financial condition and operations are not likely tobe affected by any of the following:-

(i) known trends or known demands, commitments, events or uncertainties that will resultin or are reasonably likely to result in our Group’s liquidity increasing or decreasing inany material way;

(ii) material commitments for capital expenditure;

(iii) unusual or infrequent events or transactions or any significant economic changes thatmaterially affect the amount of reported income from operations; and

(iv) known trends or uncertainties that have had or that our Group expects to have amaterial favourable or unfavourable impact on revenues or operating income.

8. LITIGATION

On 27 March 1998, our Company received letters issued by the solicitors representing CollesParagon Converters (S) Pte Ltd (“Colles”), then a customer of Adampak, alleging the wrongfuldelivery of certain products belonging to Colles to a third party. However, no specific amount ofcompensation was sought. We have, on 1 April 1998, explained that the instructions to transfer theproducts to the third party were given by a person who was at the material time to our knowledge,duly authorised by Colles to give such instructions as we had not been informed that the saidperson was no longer authorised to deal on Colles’ behalf. We have not heard from Colles’solicitors since.

On 17 October 2000, our Company received a letter issued by the solicitors representing AgipPetroli S.p.A and E.N.I. S.p.A alleging assistance in the infringement of their registered trademarks“AGIP”, “Lion”, “ITOILO” and “Rectangle Oval” and/or assistance in acts of passing off. We haveon 25 October 2000 denied any responsibility therefor and have not heard from their solicitorssince.

Save as disclosed above, we are not engaged in any litigation or arbitration proceedings, either asplaintiff or defendant, in respect of any claims or amounts which is material in the context of theInvitation, and our Directors have no knowledge of any proceedings pending or threatened againstus or any facts likely to give rise to any litigation, claims or proceedings which might have amaterial effect on our financial position or business in the last 12 months before the date oflodgement of this Prospectus.

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9. GENERAL

(a) Save as disclosed in the section “Interested Person Transactions and Conflicts of Interests”under the heading “Conflicts of Interests - Interests of Underwriter” on page 98 of theProspectus, our Company has no material relationship with the Manager, Underwriter orPlacement Agent.

(b) The nature of the business of our Company has been stated earlier in this Prospectus. Thecorporations which, by virtue of Section 6 of the Act, are deemed to be related to ourCompany are set out under “Subsidiaries and Associated Companies” on pages 53 and 54of this Prospectus.

(c) This Prospectus is dated 20 September 2004 and registered on 20 September 2004. NoShares will be allotted or issued on the basis of this Prospectus later than six months afterthe date of this Prospectus.

(d) The time of opening of the Application List is stated on page 17 of this Prospectus.

(e) The amount payable on application is $0.20 for each New Share.

(f) There has been no previous issue of Shares by our Company or offer for sale of our Sharesto the public within the two years preceding the date of this Prospectus.

(g) No property has been purchased or acquired or proposed to be purchased or acquired byour Company or any of our subsidiaries which is to be paid for wholly or partly out of theproceeds of the issue of the New Shares or the purchase or acquisition of which has notbeen completed at the date of this Prospectus other than property the contract for thepurchase or acquisition whereof was entered into in the ordinary course of business of ourCompany or any of our subsidiaries, the contract not being made in contemplation of theInvitation nor the Invitation in consequence of the contract.

(h) Save as disclosed in the “Management, Underwriting and Placement Arrangements” onpage 121 of this Prospectus, no commission, discount or brokerage has been paid or otherspecial terms granted within the preceding two years or is payable to any Director, promoter,expert, proposed director or any other person for subscribing or agreeing to subscribe orprocuring or agreeing to procure subscription for any shares in or debentures of ourCompany or any of our subsidiaries.

(i) The estimated amount of the expenses of the Invitation is approximately $1.32 million,including the underwriting commission, placement commission, brokerage, managementfees, audit fees, legal fees, and all other incidental expenses, all of which will be borne byour Company. The breakdown of these estimated expenses is as follows:-

$’000

Listing fee 10Professional fees 696Underwriting commission, placement commission and brokerage 223Miscellaneous expenses 391

Total estimated expenses of the Invitation 1,320

(j) No amount of cash or securities or benefit has been or is intended to be paid or given to anypromoter within the two years preceding the date of this Prospectus or is proposed orintended to be paid or given to any promoter at any time in respect of this Invitation.

120


(k) Application monies received by our Company in respect of successful applications (includingsuccessfully balloted applications which are subsequently rejected) will be placed in aseparate non-interest bearing account with UOB (the “Receiving Bank”). In the ordinarycourse of its business, the Receiving Bank will deploy these monies in the interbank moneymarket. Our Company and the Receiving Bank have agreed that our Company will notreceive any revenue earned by the Receiving Bank from the deployment of such monies inthe interbank money market. Any refund of all or part of the application monies tounsuccessful or partially successful applicants will be made without any interest or anyshare of revenue or any other benefit arising therefrom.

(l) We intend to continue to appoint LTC & Associates as Auditors of our Company in theforeseeable future.

(m) There have been no public takeover offers by third parties in respect of our Shares or by usin respect of Shares of another corporation which have occurred during the last and currentfinancial year.

10. MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS

(a) Pursuant to the Management and Underwriting Agreement dated 20 September 2004 (the“Management and Underwriting Agreement), our Company appointed UOB Asia to managethe Invitation. UOB Asia will receive a management fee from our Company for its servicesrendered in connection with the Invitation as Manager.

(b) Pursuant to the Management and Underwriting Agreement, UOB Asia has agreed tounderwrite the Offer Shares for a commission of 2.25% of the Issue Price for each OfferShare, payable by our Company pursuant to the Invitation. The Manager may, at its absolutediscretion, appoint one or more sub-underwriters for the Offer Shares.

(c) Pursuant to the Placement Agreement dated 20 September 2004 (the “PlacementAgreement), UOB Asia has agreed to subscribe or procure subscriptions for the PlacementShares for a placement commission of 1.5% of the Issue Price for each Placement Share, tobe paid by our Company pursuant to the Invitation. The Manager, may, at its absolutediscretion, appoint one or more sub-placement agents for the Placement Shares.

(d) Brokerage will be paid by our Company, at the rate of 0.25% of the Issue Price for eachOffer Share and 1.0% of the Issue Price for each Placement Share. For the Offer Shares,the brokerage will be paid to members of the Association of Banks in Singapore, membersof the SGX-ST and merchant banks in respect of successful applications made onApplication Forms bearing their respective stamps, or to Participating Banks in respect ofsuccessful applications made through Electronic Applications. For the Placement Shares,the brokerage will be paid to the Placement Agent in accordance with the PlacementAgreement. Subscribers of Placement Shares (excluding Reserved Shares) may berequired to pay a brokerage of 1.0% of the Issue Price (and Goods and Services tax ifapplicable).

(e) The Management and Underwriting Agreement may be rescinded by UOB Asia at any timeon or prior to the close of the Application List, upon the occurrence of certain events,including:-

(i) there shall come to the knowledge of the Manager or the Underwriter any breach ofthe warranties or undertakings in the Management or Underwriting Agreement or thatany of the warranties in the Management and Underwriting Agreement is untrue orincorrect; or

121


(ii) any event or circumstance (“Specified Event”) occurring on or after the date of theManagement and Underwriting Agreement and prior to 12.00 noon on the close of theApplication List, which if it had occurred before the date of the Management andUnderwriting Agreement, would have rendered any of the warranties contained in theManagement and Underwriting Agreement untrue or incorrect; or

(iii) any Specified Event comes to the knowledge of the Manager or the Underwriter;

(iv) if there shall have been, since the date of the Management and UnderwritingAgreement:-

any adverse change, or any development involving a prospective adversechange, in the condition (financial or otherwise), performance or general affairsof our Company, its subsidiaries and/or its associated companies; or

any introduction or prospective introduction of or any change or prospectivechange in any legislation, regulation, order, policy, rule, guideline or directive inSingapore or elsewhere (whether or not having the force of law and including,without limitation, any directive or request issued by the Authority, the SecuritiesIndustry Council of Singapore or the SGX-ST) or in the interpretation orapplication thereof by any court, governmental body, regulatory authority orother competent authority; or

any change, or any development involving a prospective change, in local,national, regional or international financial (including stock market, foreignexchange market, inter-bank market or interest rates or money market),political, industrial, economic, legal or monetary conditions, taxation orexchange controls (including, without limitation, the imposition or anymoratorium, suspension or material restriction on trading in securities generallyon the SGX-ST due to exceptional financial circumstances or otherwise); or

any imminent threat or occurrence of any local, national or internationaloutbreak or escalation of hostilities, insurrection, terrorist attacks or armedconflict (whether or not involving financial markets); or

any other occurrence of any nature whatsoever,

which event or events shall in the opinion of the Manager: (1) result or be likely toresult in a material adverse fluctuation or adverse conditions in the stock market inSingapore or overseas, or (2) be likely to prejudice the success of the subscription oroffer of the New Shares (whether in the primary market or in respect of dealings inthe secondary market), or (3) make it impracticable, inadvisable, inexpedient oruncommercial to proceed with any of the transactions contemplated in theManagement and Underwriting Agreement, or (4) be likely to have a adverse effect onthe business, trading position, operations or prospects of our Company or of theGroup as a whole, or (5) be such that no reasonable underwriter would have enteredinto the Management and Underwriting Agreement, or (6) result or be likely to resultin the issue of a stop order by the Authority pursuant to the SFA, or (7) make ituncommercial or otherwise contrary to or outside the usual commercial practices ofunderwriters in Singapore for the Underwriter to observe or perform or be obliged toobserve or perform the terms of the Management and Underwriting Agreement; or

122


(v) without limiting the generality of the foregoing, if it comes to the notice of the Manager(1) any statement contained in the Prospectus or the Application Forms relatingthereto which in the sole and absolute opinion of the Manager has become untrue,incorrect or misleading in any respect or (2) circumstances or matters have arisen orhave been discovered, which would, if the Prospectus was to be issued at that time,constitute in the sole and absolute opinion of the Manager, a material omission ofsuch information, and our Company fails to lodge a supplementary or replacementprospectus or document within a reasonable time after being notified of such materialmisrepresentation or omission or fails to promptly take such steps as the Managermay reasonably require to inform investors of the lodgement of such supplementaryor replacement prospectus or document. In such an event, the Manager reserves theright, at its absolute discretion to cancel the Invitation and any application moniesreceived will be refunded (without interest or any share of revenue or other benefitarising therefrom) to the applicants for the New Shares by ordinary post, telegraphictransfer or such other means as the Manager may deem appropriate at the applicant’sown risk within fourteen days of the termination of the Invitation.

(g) In the event the Management and Underwriting Agreement is terminated, our Companyreserves the right, at the absolute discretion of our Directors, to cancel the Invitation.

(h) The Placement Agreement is conditional upon the Management and UnderwritingAgreement not having been terminated or rescinded pursuant to the provisions of theManagement and Underwriting Agreement.

11. CONSENTS

(a) LTC & Associates has given and has not withdrawn their written consent to the issue of thisProspectus with the inclusion herein of the Independent Auditors’ Report and the AuditedConsolidated Financial Statements for the Financial Years Ended 31 December 2001, 2002and 2003 in the form and context in which they appear in this Prospectus and references totheir name in the form and context in which it appears in this Prospectus and to act in suchcapacity in relation to this Prospectus.

(b) Each of the Manager, Underwriter and Placement Agent, the Primary Sub-Underwriters, thePrimary Sub-Placement Agents, the Solicitors to the Invitation, the Solicitors to the Manager,Underwriter and Placement Agent, the Legal Advisers to the Company on Thai Law, theLegal Advisers to the Company on Malaysian Law, the Legal Advisers to the Company onPhilippine Law, the Legal Adviser to the Company on PRC Law, the Share Registrar, theReceiving Banker and the Principal Banker do not make, or purport to make, any statementin this Prospectus or any statement upon which a statement in this Prospectus is basedand, to the maximum extent permitted by law, expressly disclaim and take no responsibilityfor any liability to any person which is based on, or arises out of, the statements, informationor opinions in this Prospectus.

12. STATEMENT BY THE DIRECTORS OF OUR COMPANY

The Prospectus has been seen and approved by our Directors and they collectively andindividually accept full responsibility for the truth and accuracy of the information given herein andconfirm, having made all reasonable enquiries, that to the best of their knowledge and belief, thereare no other facts the omission of which would make any statement herein misleading, and thatthis Prospectus constitutes full and true disclosure of all material facts about the Invitation and ourGroup.

123


13. DOCUMENTS FOR INSPECTION

The following documents may be inspected at our registered office at 6 Loyang Way 4, Singapore507605 during normal business hours for a period of six months from the date of this Prospectus:-

(a) the Memorandum and Articles of Association of our Company;

(b) the Independent Auditors’ Report set out in Appendix A of this Prospectus;

(c) the Audited Consolidated Financial Statements for the Financial Years ended 31 December2001, 2002 and 2003 set out in Appendix B of this Prospectus;

(d) the audited financial statements of Adampak and its subsidiaries for the last three financialyears ended 31 December 2001, 2002 and 2003;

(e) the material contracts referred to in paragraph 4 on pages 117 and 118 of this Prospectus;

(f) the letter of consent referred to in paragraph 11(a) on page 123 of this Prospectus; and

(g) the Service Agreements referred to on pages 89 and 90 of this Prospectus.

124

20 September 2004

The Board of DirectorsAdampak Limited6 Loyang Way 4Singapore 507605

Dear Sirs

INDEPENDENT AUDITORS’ REPORT

We have audited the accompanying consolidated financial statements of Adampak Limited (the“Company”) and its subsidiaries (collectively the “Group”) as set out on pages B-1 to B-28, comprisingthe Group’s consolidated balance sheets as at 31 December 2001, 2002 and 2003, its consolidatedincome statements, consolidated statements of changes in shareholders’ equity and consolidated cashflow statements for each of the financial years ended 31 December 2001, 2002 and 2003. Theseconsolidated financial statements are the responsibility of the directors of the Company. Ourresponsibility is to express an opinion on these financial statements based on our audits.

In compliance with the Singapore Companies Act, the directors of the Company had previouslyauthorised the issuance of statutory consolidated financial statements for the financial years ended 31December 2001, 2002 and 2003 of which we were the auditors. Our Auditors’ Reports dated 20 June2002, 27 June 2003 and 19 March 2004 in respect of our audits of these statutory consolidated financialstatements for each of the financial years ended 31 December 2001, 2002 and 2003 respectively, areunqualified.

We conducted our audits in accordance with Singapore Standards on Auditing. Those standards requirethat we plan and perform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by the directors, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

In our opinion, the abovementioned consolidated financial statements of the Group present fairly, in allmaterial respects, the financial positions of the Group as at 31 December 2001, 2002 and 2003 and ofthe results of operations, changes in shareholders’ equity and cash flows of the Group for each of thefinancial years ended 31 December 2001, 2002 and 2003 in accordance with Singapore FinancialReporting Standards.

This report has been prepared for inclusion in the Prospectus dated 20 September 2004 in connectionwith the invitation by the Company in respect of the issue of 44,500,000 new ordinary shares of par value$0.08 each in the share capital of the Company. No audited financial statements of the Company or itssubsidiaries have been prepared for any period subsequent to 31 December 2003.

Yours faithfully

LTC & AssociatesCertified Public AccountantsSingapore

Partner: Tsang Siu For Thomas

A-1

APPENDIX AINDEPENDENT AUDITORS’ REPORT

ADAMPAK LIMITED AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003

Note 2001 2002 2003$’000 $’000 $’000

Revenue 3 24,502 32,311 36,214

Cost of sales (18,946) (24,938) (26,316)

Gross profit 5,556 7,373 9,898

Other operating income 4 689 263 325

6,245 7,636 10,223

Distribution and selling expenses (1,873) (2,417) (2,721)

Administrative expenses (2,789) (3,404) (3,361)

Other operating expenses (124) (499) (362)

Profit from operations 5 1,459 1,316 3,779

Finance costs 6 (158) (224) (234)

1,301 1,092 3,545

Income from associated companies 673 773 1,648

Profit before taxation 1,974 1,865 5,193

Taxation 8 (227) (683) (1,147)

Net profit for the financial year 1,747 1,182 4,046

Basic earnings per share (in cents) 9 116 79 270

See accompanying notes to the consolidated financial statements

B-1

APPENDIX BAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL

YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003




CONSOLIDATED BALANCE SHEETS AS AT 31 DECEMBER 2001, 2002 AND 2003

Note 2001 2002 2003$’000 $’000 $’000

Non-current assetsProperty, plant and equipment 10 11,918 12,542 10,845Associated companies 11 4,395 4,842 6,151Negative goodwill 12 (333) (300) (267)

15,980 17,084 16,729

Current assetsStocks 13 3,765 3,874 3,913Trade debtors 14 6,014 7,057 8,134Other debtors and prepayments 15 103 252 293Cash and bank balances 16 1,791 3,381 4,139

11,673 14,564 16,479

Current liabilitiesBank loan and overdraft 17 660 2,593 1,758Trade creditors 18 2,374 3,030 2,663Other creditors and provisions 19 1,548 1,030 522Current portion of obligations under hire purchase contracts 20 595 911 836

Provision for taxation 433 898 1,388

5,610 8,462 7,167

Net current assets 6,063 6,102 9,312

Non-current liabilitiesBank loan 17 (1,247) (1,117) (1,075)Obligations under hire purchase contracts 20 (925) (1,786) (1,004)Deferred taxation 21 (664) (494) (437)

(2,836) (3,397) (2,516)

Net assets 19,207 19,789 23,525

Shareholders’ equityShare capital 22 1,500 1,500 1,500Capital reserves 23 1,341 1,092 1,133Retained profits 16,015 16,846 15,892Proposed dividends 24 351 351 5,000

19,207 19,789 23,525


B-2


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003

Share Capital Retained Proposedcapital reserves profits dividends Total$’000 $’000 $’000 $’000 $’000

(Note 23)

Balance at 1 January 2001 1,500 1,367 14,619 340 17,826

Net profit for the financial year – – 1,747 – 1,747

Foreign currency translation differences – (26) – – (26)

Dividends paid during the year – – – (340) (340)

Proposed final dividends of $0.30 per ordinary share less tax at 22% – – (351) 351 –

Balance at 31 December 2001 1,500 1,341 16,015 351 19,207


Foreign currency translation differences – (249) – – (249)


Proposed final dividends of $0.30 per ordinary share less tax at 22% – – (351) 351 –

Balance at 31 December 2002 1,500 1,092 16,846 351 19,789


Foreign currency translation differences – 41 – – 41


Proposed final dividends of $4.27 per ordinary share less tax at 22% – – (5,000) 5,000 –

Balance at 31 December 2003 1,500 1,133 15,892 5,000 23,525


B-3






CONSOLIDATED CASH FLOW STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003

2001 2002 2003$’000 $’000 $’000

Cash flows from operating activities: -Profit before taxation and income from associated companies 1,301 1,092 3,545Adjustments for:

Amortisation of negative goodwill – (33) (33)Bad debts written off- trade – 2 –- non-trade – – 9Depreciation 1,896 2,232 2,217Gain on disposal of plant and equipment (156) (6) (27)Interest income (44) (16) (5)Interest expense 158 224 234Provision for doubtful trade debts 25 39 56Provision for slow-moving stocks 136 37 134Reversal of provision for doubtful trade debts (24) (31) (20)Reversal of provision for slow-moving stocks – (39) (105)Unrealised foreign exchange (230) 548 268

Operating profit before working capital changes 3,062 4,049 6,273(Increase) / decrease in stocks 23 (116) (66)(Increase) / decrease in trade and other receivables 1,212 (1,579) (1,246)Increase / (decrease) in trade and other payables (515) 564 (649)

Cash generated from operations 3,782 2,918 4,312Tax paid (1,086) (290) (421)

Net cash generated from operating activities 2,696 2,628 3,891

Cash flows from investing activities: -Interest received 44 16 5Purchase of plant and equipment (Note A below) (1,837) (1,902) (547)Proceeds from disposal of plant and equipment 256 45 133Acquisition of a subsidiary (Note 1) (720) – –Payment for acquisition of a subsidiary acquired in previous year (Note B below) – (476) (193)

Net cash used in investing activities (2,257) (2,317) (602)

Cash flows from financing activities: -Interest paid (158) (224) (234)Proceeds from hire purchase contracts for plant and equipment purchased in previous year – 735 –

Repayments of bank loan (89) (92) (101)Repayments of hire purchase contracts (528) (713) (914)Dividends received from an associated company – 45 45Dividends paid (340) (351) (351)

Net cash used in financing activities (1,115) (600) (1,555)

Net increase / (decrease) in cash and cash equivalent (676) (289) 1,734

Cash and cash equivalent at beginning of year 1,929 1,257 952Effect of exchange rate changes on balances held in foreign currencies 4 (16) (200)

Cash and cash equivalent at end of year 1,257 952 2,486

B-4


CONSOLIDATED CASH FLOW STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003 (Cont’d)

2001 2002 2003$’000 $’000 $’000

Cash and cash equivalent comprises:Cash and bank balances (Note 16) 1,791 3,381 4,139Bank overdraft (Note 17) (534) (2,429) (1,653)

1,257 952 2,486

Notes:

A. Purchase of plant and equipment

Cash payments 1,837 1,902 547Purchased by means of hire purchase 1,096 1,155 54

2,933 3,057 601

B. For the financial year ended 31 December 2002, a partial payment for acquisition of a subsidiary acquired in previous yearamounting to $547,000 was made on behalf of the Group by the directors of the Company.


B-5






NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS31 DECEMBER 2001, 2002 AND 2003

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

1. CORPORATE INFORMATION

The Company was incorporated in the Republic of Singapore on 10 January 1979 as a privatelimited company under the name of Adampak & Print Pte Ltd. On 9 July 2004, the name of theCompany was changed to Adampak Pte Ltd. On 15 July 2004, the Company was converted into apublic limited company and renamed Adampak Limited.

The registered office and place of business of the Company is at 6 Loyang Way 4 Singapore507605.

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

Details of the subsidiaries as at 31 December are as follows:-

Name of company(Country of incorporation/ Percentage ofplace of business) Principal activities Cost of investments equity held

2001 2002 2003 2001 2002 2003$’000 $’000 $’000 % % %

Adampak & Print Manufacture of labels 332 332 332 100 100 100(Phils.) Inc.(i) and die-cut components(Philippines) mainly for the electronics

industry

Adampak Screen Investment holding 1,936 1,936 1,936 100 100 100Printing Pte Ltd (ii)

(Singapore)

Adampak (Thailand) Manufacture of labels 210 1,473 1,473 100 100 100Limited (iii) and die-cut components(Thailand) mainly for the electronics

industry

(i) Audited by Punongbayan & Araullo, a firm of Certified Public Accountants in the Philippines,for the financial years ended 31 December 2001, 2002 and 2003. Punongbayan & Araullo,is located at 20th Floor, Tower 1, The Enterprise Centre, 6766 Ayala Avenue, 1200 MakatiCity, Philippines. For the financial year ended 31 December 2001, Punongbayan & Araullowas a member practice of Ernst & Young Global whereas for the financial years ended 31December 2002 and 2003, it was a member firm of Grant Thornton International.

B-6

1. CORPORATE INFORMATION (CONT’D)

(ii) Audited by LTC & Associates.

(iii) Audited by Serene CPA Company Limited, a firm of Certified Public Accountants in Thailandfor the financial year ended 31 December 2001. Serene CPA Company Limited is located at1091/119 Nakornluang Thai Trade Center, near Petchburi Road, Makasan, Rajtaewee,Bangkok 10400, Thailand.

Audited by Ernst & Young Office Limited, a firm of Certified Public Accountants in Thailandfor the financial years ended 31 December 2002 and 2003. Ernst & Young Office Limited islocated at 33rd Floor, Lake Rajada Office Complex, 193/136-137 Rajadapisek Road,Klongtoey, Bangkok 10110, Thailand.

Acquisition or incorporation of subsidiary in the financial year ended 31 December 2001

(a) On 31 October 2001, the Company incorporated Adampak (Thailand) Limited as a 100%owned subsidiary. The initial investment was 5 million Baht ($210,000) and wassubsequently increased to 35 million Baht ($1,473,000) in the financial year ended 31December 2002.

(b) On 31 December 2001, the Company acquired 100% of the share capital of AdampakScreen Printing Pte Ltd. The effect of the acquisition as at 31 December 2001 is as follows:

$’000

Asset acquired:-Associated companies 2,271

Less:-Accruals (2)

Fair value of net assets acquired 2,269

Negative goodwill (333)

Consideration 1,936

Satisfied by:Cash paid on date of acquisition 720Amount payable within one year (Note 19) 1,216

1,936

Subsequent to the financial year ended 31 December 2003, the Company has received theapproval to establish a subsidiary in Suzhou, People’s Republic of China (“PRC”) to commencemanufacturing operations in Suzhou, PRC.

The principal activities of the associated companies are stated in Note 11 to the consolidatedfinancial statements.

B-7





2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(I) Basis of presentation

(a) Basis of accounting

The consolidated financial statements are prepared under the historical costconvention modified to include the valuation of certain property, plant and equipmentand are expressed in Singapore dollars.

(b) Statement of compliance

The consolidated financial statements are prepared in accordance with and complywith Singapore Financial Reporting Standards (“FRS”) including relatedInterpretations promulgated by the Council on Corporate Disclosure and Governance.

(c) Change in accounting framework

The Group has adopted for the first time, Singapore Financial Reporting Standards,issued by the Council on Corporate Disclosure and Governance, which are now theprescribed accounting standards in Singapore, in preparing the financial statementsfor the financial years ended 31 December 2001, 2002 and 2003. The statutoryfinancial statements of the Group for the financial years ended 31 December 2001and 2002 were prepared in accordance with Singapore Statements of AccountingStandards issued by the Institute of Certified Public Accountants of Singapore.

The change in accounting framework has no significant effect on the financialpositions, operating results and cash flows of the Group for the financial years ended31 December 2001 and 2002.

(d) Basis of consolidation

The Group’s consolidated financial statements include the financial statements of theCompany and its subsidiaries. The results of subsidiaries acquired or disposed ofduring the financial year are included or excluded from the Group’s consolidatedfinancial statements from their respective dates of acquisition or disposal.Intercompany balances and transactions and resulting unrealised profits areeliminated in full on consolidation. Unrealised losses resulting from intercompanytransactions are also eliminated unless cost cannot be recovered.

(II) Summary of significant accounting policies

(a) Stocks

Stocks are stated at the lower of cost (first-in, first-out) and net realisable value. In thecase of finished goods and work-in-progress, cost includes an appropriate proportionof production overheads.

(b) Property, plant and equipment and depreciation

All property, plant and equipment are stated at cost less accumulated depreciationand any impairment loss, except for a leasehold factory building stated at valuation asat 31 December 1996 revalued by the directors based on an independent professionalvaluation on the estimated open market value on an existing use basis lesssubsequent depreciation. Surplus on revaluation of such leasehold factory buildingwas taken to revaluation reserve. On disposal of the revalued leasehold factorybuilding, the related revaluation surplus is credited to the income statement.

B-8

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONT’D)

(II) Summary of significant accounting policies (Cont’d)

(b) Property, plant and equipment and depreciation (Cont’d)

Depreciation is calculated to write off the cost or valuation of the property, plant andequipment over their estimated useful lives by the straight-line method. The annualrates of depreciation are as follows:-

Year

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

Fully depreciated assets still in use are retained in the consolidated financialstatements.

(c) Translation of foreign currency financial statements

The monetary and non-monetary assets and liabilities and the income and expenseitems in the financial statements of the foreign subsidiaries and associated companiesare translated into Singapore dollars at the closing rate and average rate of exchangerespectively. All translation differences are taken directly to translation reserve.

(d) Foreign currencies

Transactions arising in foreign currencies are converted into Singapore dollars at ratesof exchange approximating to those ruling at transaction dates and recordedmonetary balances at the balance sheet date are converted at rates of exchangeapproximating to those ruling at that date. Exchange differences are taken up in theincome statement.

(e) Deferred taxation

Deferred taxation is provided, using the liability method, on all temporary differencesat the balance sheet date between the tax bases of assets and liabilities and theircarrying amount for financial reporting purposes.

Tax rates enacted or substantively enacted at the balance sheet date are used todetermine deferred taxation.

Deferred tax assets are recognised to the extent that it is probable that future taxableprofit will be available against which the temporary differences can be utilised.

(f) Subsidiaries

A subsidiary is a company in which the Group, directly or indirectly, holds more than50% of the issued share capital, or controls more than half of the voting power, orcontrols the composition of the board of directors.

B-9







(g) Associated companies

An associated company is an enterprise in which the investor has significant influenceand which is neither a subsidiary nor a joint venture of the investor. Significantinfluence is the power to participate in the financial and operating policy decisions ofthe investee but is not control over those policies.

The Group’s share of results of the associated companies is included in theconsolidated income statement based on audited financial statements all made up tothe date of the Company’s financial year end.

The Group’s share of post acquisition reserves or accumulated losses of theassociated companies is included in the carrying value of the investments in theconsolidated balance sheet.

(h) Negative goodwill

Negative goodwill represents the excess of the fair value of identifiable net assets of asubsidiary when acquired over the fair value in consideration given. Negative goodwillis presented in the same classification as goodwill in the balance sheet. To the extentthat negative goodwill relates to expectations of future losses and expenses that areidentified in the Group’s plan for the acquisition and can be measured reliably, butwhich do not represent identifiable liabilities, that portion of negative goodwill isrecognised in the income statement when the future losses and expenses arerecognised. Any remaining negative goodwill, not exceeding the fair value of non-monetary assets acquired, is recognised in the income statement over the remainingweighted average useful life of the assets of ten years; negative goodwill in excess ofthe fair value of these assets is recognised in the income statement immediately.

(i) Assets under hire purchase

Where assets are under hire purchase agreements, the assets are capitalised in thefinancial statements and the corresponding obligation treated as a liability. The assetsso capitalised are depreciated in accordance with the Group’s accounting policy ondepreciation of property, plant and equipment. The total interest, being the differencebetween the total instalments payable and the capitalised amount is charged to theincome statement to give a constant rate of charge on the remaining balance of theobligation.

(j) Leases

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

Rental costs under operating leases are charged to the income statement over theperiod of the leases.

(k) Revenue recognition

Revenue from the sale of goods is recognised when goods sold are delivered tocustomers.

Interest income is recognised on a time-proportion basis.

B-10



(l) Employee benefits

Defined contribution plan

As required by the law, the Group makes contributions to the state pension scheme,the Central Provident Fund (CPF) and superannuation. CPF and superannuationcontributions are recognised as compensation expense in the same period as theemployment that gives rise to the contribution.

(m) Cash and cash equivalents

Cash consists of cash on hand and cash at banks, including bank overdrafts. Cashequivalents are short-term highly liquid equity investments that are readily convertibleto known amounts with original maturities of three months or less and that aresubjected to an insignificant risk of change in value.

(n) Provisions

Provisions are recognised when the Group has a present legal or constructiveobligation as a result of past events, it is probable that an outflow of resources will berequired to settle the obligation, and a reliable estimate of the amount can be made.

(o) Impairment of assets

At each balance sheet date, the Group reviews the carrying amounts of its tangibleand intangible assets to determine whether there is any indication that those assetshave suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in orderto determine the extent of the impairment loss (if any). If the recoverable amount of anasset is estimated to be less than its carrying amount, the carrying amount of anasset is reduced to its recoverable amount and the impairment loss is recognised asan expense immediately.

An impairment loss is reversed if there has been a change in the estimates used todetermine the recoverable amount.

(p) Financial risk management policies

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

Credit risk is the risk that companies and other parties will be unable to meet theirobligations to the Group resulting in financial loss to the Group. The Group managessuch risks by dealing with a diversity of credit-worthy counterparties to mitigate anysignificant concentration of credit risk. Credit policy includes assessing and evaluationof existing and new customers’ credit reliability and monitoring of receivablecollections. The Group places its cash and cash equivalents with credit-worthyinstitutions.

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(p) Financial risk management policies (Cont’d)

The maximum exposure to credit risk in the event that the counterparties fail toperform the obligations as at the end of the financial year in relation to each class offinancial assets is the carrying amount of these assets in the consolidated balancesheet.

Foreign currency exchange risk arises from a change in foreign currency exchangerate, which is expected to have adverse effect on the Group in the current reportingperiod and in future years.

The Group’s main foreign currency risk arises from foreign currency denominatedsales and purchases, and operating expenses. This risk is mitigated to certain extentby the natural hedge between sales receipts and purchases, and operating expensesdisbursement.

Companies within the Group, including the Group’s associated companies, maintaintheir books in their respective functional currencies. Profits and net assets of overseascompanies are translated into Singapore dollars, the Group’s reporting currency forconsolidation purposes. Fluctuations in the exchange rate between the functionalcurrencies and Singapore dollars will have an impact on the Group.

The Group also maintains foreign currency bank accounts for operating purposes.Interest rate risk is the risk that changes in interest rates will have an adversefinancial effect on the Group’s financial conditions and/or results. The primary sourceof the Group’s interest rate risk is its borrowings from banks in Singapore. TheGroup’s and Company’s policy is to manage its interest cost using a combination offixed and variable interest rate borrowings, where applicable.

The Group has adequate credit facilities to ensure necessary liquidity as providedfrom the consolidated balance sheet.

The fair values of financial assets and financial liabilities approximate their carryingamount as reflected in the consolidated balance sheet.

3. REVENUE

Revenue represents invoiced value of goods sold less returns and discounts.

2001 2002 2003$’000 $’000 $’000

Trading income from manufactured goods 23,066 31,087 35,107Trading income from merchandise 1,436 1,224 1,107

24,502 32,311 36,214

B-12

4. OTHER OPERATING INCOME

2001 2002 2003$’000 $’000 $’000

Amortisation of negative goodwill – 33 33Bad trade debts recovered – 1 –Cash discount 116 173 224Gain on foreign exchange differences, net 343 – –Gain on disposal of plant and equipment 156 6 27Interest income 44 16 5Reversal of provision for doubtful trade debts 24 31 20Sundry income 6 3 16

689 263 325

5. PROFIT FROM OPERATIONS

This is determined after charging/(crediting) :

2001 2002 2003$’000 $’000 $’000

Amortisation of negative goodwill – (33) (33)Bad debts written off:

- trade – 2 –- non-trade – – 9

Bad trade debts recovered – (1) –Cost of stocks sold 18,946 24,938 26,316Depreciation of property, plant and equipment 1,896 2,232 2,217Directors’ fees:

- directors of the Company 120 120 120Directors’ remunerations:

- directors of the Company 1,234 1,464 1,442- directors of subsidiaries 172 261 195

(Gain)/Loss on foreign exchange differences, net (343) 359 206Gain on disposal of plant and equipment (156) (6) (27)Operating lease expense – rental 280 330 306Provision for doubtful trade debts 25 39 56Provision for slow-moving stocks:

- Finished goods 102 13 7- Work-in-progress – 24 61- Raw materials 34 – 66

Reversal of provision for doubtful trade debts (24) (31) (20)Reversal of provision for slow-moving stocks:

- Finished goods – (36) (79)- Work-in-progress – – (26)- Raw materials – (3) –

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6. FINANCE COSTS

2001 2002 2003$’000 $’000 $’000

Bank overdraft interest 6 81 51Hire purchase interest 73 72 122Bank loan interest 79 71 61

158 224 234

7. STAFF COST

2001 2002 2003$’000 $’000 $’000

Wages and salaries and other staff related expenses 4,403 5,657 6,017Employers’ contribution to defined contribution plan 407 461 422

4,810 6,118 6,439

Number of employees at end of year (full-time employees) 221 298 312

The staff cost excludes directors’ fees and remunerations.

8. TAXATION

2001 2002 2003$’000 $’000 $’000

Current taxation 280 755 911Overprovision in prior years (25) – –Deferred taxation (137) (169) (57)Share of taxation of associated companies 109 97 293

227 683 1,147

The income tax expense varied from the amount of income tax expense by applying the Singaporeincome tax rate of 24.5% in 2001 and 22.0% in 2002 and 2003 to profit before taxation as a resultof the following differences:

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8. TAXATION (CONT’D)

2001 2002 2003$’000 $’000 $’000

Accounting profit 1,974 1,865 5,193

Income tax expense at statutory rate 484 410 1,142Tax effect on non-taxable items (37) (2) (5)Tax effects on non-allowable items 114 139 202Tax effects from partial exempt income (27) (15) (14)(Over)/Under provision for prior year’s taxation (20) – 1Tax effect on utilisation of reinvestment allowances in an associated company (75) (94) (128)

Under/(Over) provision for prior year’s deferred taxation (113) 46 (36)Deferred tax assets/(liabilities) during the year not recognised 9 287 (19)Tax effects on exempt income from a subsidiary (37) (49) (39)Effect on change in tax rate (27) (72) –Effect of different tax rate of overseas operations (55) (60) 57Effect on unrealised profits eliminated from plant and machinery resulting from tax holiday of a subsidiary 8 117 –

Others 3 (24) (14)

227 683 1,147

(I) In 1999, Adampak & Print (Phils.) Inc., a subsidiary in the Philippines, registered withPhilippines Economic Zone Authority (PEZA) as a non-pioneer enterprise engaged in theprinting of adhesive labels for the electronic industry. The subsidiary is entitled to certainincentives under Republic Act 7916, which include:-

a. Income tax holiday (ITH) for four years started from June 2000 to June 2004. With theexpiration of the ITH in June 2004, the subsidiary, in lieu of payments of national taxand local taxes, becomes liable for the payment of 5% final tax on gross incomeearned, net of allowable deductions;

b. Exemption from the payment of duties and taxes for all goods imported related to thesubsidiary’s registered operations;

c. Exemption from export taxes, impost or fees on export sales;

d. Exemption from the payment of local taxes and fees, contractor’s tax on grossreceipts and wharfage fees; and

e. Zero-rating of value-added tax on purchase of raw materials, supplies and semi-manufactured products from local suppliers.

The subsidiary was granted the authority to make local sales to certain manufacturersprovided that such sales do not exceed 30% of the total sales.

Under the terms of registration of the operating activities, the subsidiary is required tomeet certain export and employment quotas.

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8. TAXATION (CONT’D)

(II) In 2002, Adampak (Thailand) Limited, a subsidiary in Thailand, was granted the promotionalprivileges under Thai Investment Promotional Act. B.E. 2520 approved by the Board ofInvestment for the manufacture of labels under certificates No. 1090(1)/2545. Subject tocertain imposed conditions, the main privileges include the following:

a. Reduction of import duty on imported machinery for production;

b. Exemption from import duty on imported raw materials for the production of exportsales for a period of one year, renewable on annual basis (expiring in 2009);

c. Exemption from corporate income tax on net profit for a period of seven years undercertain conditions, commencing from the date of first earning operating revenue(expiring in 2009); and

d. Dividends paid from the profits of promoted operations which are exempted fromcorporate income tax, are in turn exempted from inclusion in the determination ofcorporate income tax.

Subject to agreement with the Tax Authority and compliance with certain conditions of the IncomeTax Act and meeting certain statutory requirements by those subsidiaries in their countries ofincorporation, the Group has unabsorbed tax losses of approximately $25,000 in 2001, $939,000in 2002 and $949,000 in 2003 as at the end of the financial year which are available for set offagainst future taxable income.

9. BASIC EARNINGS PER SHARE

Basic earnings per share is calculated based on the consolidated net profit of $1,747,000,$1,182,000 and $4,046,000 for the financial years ended 31 December 2001, 2002 and 2003,respectively, divided by the weighted average number of shares outstanding for each of thefinancial years ended 31 December 2001, 2002 and 2003 of 1,500,000.

B-16

10. PROPERTY, PLANT AND EQUIPMENT

Valuation Cost Leasehold Leasehold

factory factory Plant and Motor building building equipment vehicles Renovations Total$’000 $’000 $’000 $’000 $’000 $’000

Valuation/Cost :As at 1 January 2001 3,000 4,042 11,872 1,649 878 21,441Additions – – 2,562 107 264 2,933Disposals – – (346) (493) – (839)Translation differences – – 29 2 10 41

As at 31 December 2001 3,000 4,042 14,117 1,265 1,152 23,576Additions – 214 2,059 322 462 3,057Disposals – – (46) (59) – (105)Translation differences – – (128) (7) (58) (193)

As at 31 December 2002 3,000 4,256 16,002 1,521 1,556 26,335Additions – 72 492 21 16 601Disposals – – (145) (212) – (357)Translation differences – – 8 1 6 15

As at 31 December 2003 3,000 4,328 16,357 1,331 1,578 26,594

Accumulated depreciation :As at 1 January 2001 233 504 8,004 1,220 537 10,498Charge 60 134 1,331 144 227 1,896Disposals – – (246) (493) – (739)Translation differences – – 1 – 2 3

As at 31 December 2001 293 638 9,090 871 766 11,658Charge 60 138 1,511 176 347 2,232Disposals – – (6) (60) – (66)Translation differences – – (17) (2) (12) (31)

As at 31 December 2002 353 776 10,578 985 1,101 13,793Charge 60 144 1,532 174 307 2,217Disposals – – (55) (196) – (251)Translation differences – – (3) (1) (6) (10)

As at 31 December 2003 413 920 12,052 962 1,402 15,749

Net book value:As at 31 December 2001 2,707 3,404 5,027 394 386 11,918

As at 31 December 2002 2,647 3,480 5,424 536 455 12,542

As at 31 December 2003 2,587 3,408 4,305 369 176 10,845

B-17





10. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

(i) The net book value of plant and equipment purchased under hire purchase is approximately$1,944,000 in 2001, $2,969,000 in 2002 and $2,090,000 in 2003.

(ii) The net book value of motor vehicles purchased under hire purchase is approximately$99,000 in 2001, $246,000 in 2002 and $168,000 in 2003.

(iii) The leasehold factory buildings are mortgaged to a bank for certain credit facilities grantedincluding a bank loan (See Note 17).

(iv) The Group’s leasehold factory building at 10 Loyang Drive, Singapore was revalued by thedirectors in 1996 based on an independent professional valuation on the estimated openmarket value on an existing use basis. The surplus on revaluation was credited to the assetrevaluation reserve. If this asset had been carried at cost less accumulated depreciation, thenet book value as at the end of the financial years would have been approximately$1,487,000 in 2001, $1,450,000 in 2002 and $1,413,000 in 2003.

11. ASSOCIATED COMPANIES

2001 2002 2003$’000 $’000 $’000

Unquoted equity shares, at cost 2,472 2,472 2,472

Share of retained profits less losses:- At beginning of year 1,359 1,923 2,370- Current year 564 676 1,355- Dividends income – (45) (45)- Foreign currency translation reserve – (184) (1)

- At end of year 1,923 2,370 3,679

4,395 4,842 6,151

Country ofincorporation/

Principal place of Effective equityName activities business interest held Cost of investment

2001 2002 2003 2001 2002 2003% % % $’000 $’000 $’000

Adampak Manufacture of Malaysia 50 (iii) 50 (iii) 50 (iii) 2,393 2,393 2,393Graphics labels and Sdn. Bhd. (i) adhesive labels

Adampak Manufacture of Malaysia 62.5 (iv) 62.5 (iv) 62.5 (iv) 79 79 79Graphics labels and (KL) Sdn. Bhd. (i) adhesive labels

2,472 2,472 2,472

B-18

11. ASSOCIATED COMPANIES (CONT’D)

The details of subsidiaries of the associated companies are as follows:

Country of incorporation/ Effective equityName Principal activities place of business interest held

2001 2002 2003% % %

AG Label Sdn Bhd (i) Trading in labels and Malaysia 62.5 (v) 62.5 (v) 62.5 (v)

adhesive labels

Adampak Graphics Manufacture and trading PRC 50 (vi) 50 (vi) 50 (vi)

(Tianjin) Limited (ii) of labels

(i) Audited by Ismail Chong & Associates, a firm of Chartered Accountants in Malaysia, for thefinancial years ended 31 December 2001 and 2002. Ismail Chong & Associates, a memberfirm of Moore Stephens International Limited, is located at No. 85 Beach Street, 10300Penang, Malaysia.

Audited by KPMG, a firm of Chartered Accountants in Malaysia, for the financial year ended31 December 2003. KPMG, a member firm of KPMG International, is located at 1st Floor,Wisma Penang Garden, 42 Jalan Sultan Ahmad Shah, 10050 Penang, Malaysia.

(ii) Audited by YueHua Certified Public Accountants Co., Ltd, a firm of Certified PublicAccountants located at 9/F Kangyue Building No. 35 Xikang Road, Heping District, Tianjin,PRC, for the financial years ended 31 December 2002 and 2003.

(iii) Direct interest of 25% in 2001, 2002 and 2003 and indirect interest via Adampak ScreenPrinting Pte Ltd of 25% in 2001, 2002 and 2003.

(iv) Direct interest of 25% in 2001, 2002 and 2003 and indirect interest via Adampak GraphicsSdn. Bhd. of 37.5% in 2001, 2002 and 2003.

(v) AG Label Sdn. Bhd. is a wholly owned subsidiary of Adampak Graphics (KL) Sdn. Bhd..

(vi) Adampak Graphics (Tianjin) Limited is a wholly owned subsidiary of Adampak GraphicsSdn. Bhd. and incorporated on 28 December 2001.

For the financial years ended 31 December 2001, 2002 and 2003, Adampak Graphics (KL) Sdn.Bhd. is not treated as a subsidiary of the Group as the Group’s management is unable to exercisecontrol over the associated company. The control lies with Adampak Graphics Sdn. Bhd., theimmediate holding company of Adampak Graphics (KL) Sdn. Bhd., which holds 75% of directinterest in the associated company.

Subsequent to the financial year ended 31 December 2003, Adampak Graphics Sdn. Bhd. hasincorporated Aident Corporation (Shanghai) Ltd., a wholly owned subsidiary in Shanghai, PRC.The effective equity interest held by the Company in Aident Corporation (Shanghai) Ltd. is 50%.

B-19





12. NEGATIVE GOODWILL

2001 2002 2003$’000 $’000 $’000

Gross amount:At beginning of year – 333 333Arising from acquisition of a subsidiary 333 – –

At end of year 333 333 333

Accumulated amortisation:At beginning of year – – 33Current amortisation – 33 33

At end of year – 33 66

Net book value:At end of year 333 300 267

13. STOCKS

2001 2002 2003$’000 $’000 $’000

At costFinished products 903 1,097 902Work-in-progress 241 167 347Raw materials 2,675 2,666 2,737

3,819 3,930 3,986

At net realisable valueFinished products 82 78 94

3,901 4,008 4,080Less: Provision for slow-moving stocks (136) (134) (167)

3,765 3,874 3,913

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13. STOCKS (CONT’D)

The movement in the provision for slow-moving stocks account is as follows:

2001 2002 2003$’000 $’000 $’000

Finished goods:-Balance at beginning of year – 102 79Current year provision 102 13 7Reversal of provision – (36) (79)Translation difference – – 1

Balance at end of year 102 79 8

Work-in-progress:-Balance at beginning of year – – 24Current year provision – 24 61Reversal of provision – – (26)Translation difference – – 3

Balance at end of year – 24 62

Raw materials:-Balance at beginning of year – 34 31Current year provision 34 – 66Reversal of provision – (3) –


Total balance at end of year 136 134 167

14. TRADE DEBTORS

2001 2002 2003$’000 $’000 $’000

Outside parties 6,017 7,034 8,201Less: Provision for doubtful trade debts (69) (62) (96)

5,948 6,972 8,105Associated companies 66 85 29

6,014 7,057 8,134

The movement in the provision for doubtful trade debts account is as follows:

2001 2002 2003$’000 $’000 $’000

Balance at beginning of year 68 69 62Current year provision 25 39 56Amount written off – (15) –Reversal of provision (24) (31) (20)Translation difference – – (2)


B-21





15. OTHER DEBTORS AND PREPAYMENTS

2001 2002 2003$’000 $’000 $’000

Staff loans – 14 1Sundry debtors 1 47 39Prepayments 102 191 253

103 252 293

Staff loans are unsecured, interest-free and repayable through monthly salary deductions.

16. CASH AND BANK BALANCES

2001 2002 2003$’000 $’000 $’000

Cash and bank balances 1,577 3,377 4,135Fixed deposits placed with banks 214 4 4

1,791 3,381 4,139

The fixed deposit of $Nil in 2001, $4,000 in 2002 and $4,000 in 2003 and cash at bank of $Nil in2001, $8,000 in 2002 and $9,000 in 2003 are pledged to a financial institution to secure a banker’sguarantee (Note 28).

17. BANK LOAN AND OVERDRAFT

2001 2002 2003$’000 $’000 $’000

Bank loan 1,373 1,281 1,180Bank overdraft 534 2,429 1,653

1,907 3,710 2,833Less: Current portion (660) (2,593) (1,758)

1,247 1,117 1,075

The bank loan bears interest from 5.25% to 5.75% per annum for 2001, 5.25% per annum for2002 and 5% per annum for 2003 and is repayable over 180 monthly instalments commencing inDecember 1997.

The bank overdraft bears interest from 5.5% to 5.75% per annum for 2001, 5.5% per annum for2002 and 5.25% to 5.5% per annum for 2003.

The credit facilities are secured by the following:-

(i) legal mortgage of the Group’s leasehold factory buildings with a net book value ofapproximately $6,111,000 in 2001, $6,127,000 in 2002 and $5,995,000 in 2003;

(ii) joint and several personal guarantees from certain directors of the Company.

B-22

18. TRADE CREDITORS

2001 2002 2003$’000 $’000 $’000

Outside parties 2,284 3,004 2,646Associated company 90 26 17

2,374 3,030 2,663

19. OTHER CREDITORS AND PROVISIONS

2001 2002 2003$’000 $’000 $’000

Amount payable for acquisition of a subsidiary 1,216 193 –Provision for directors’ fees 120 120 120Provision for directors’ incentives 212 359 391Directors – 354 11Withholding tax – 4 –

1,548 1,030 522

Amounts due to directors are unsecured, interest-free and have no fixed repayment terms.

The amount payable for purchase of a subsidiary relates to the outstanding consideration payablefor the acquisition of Adampak Screen Printing Pte Ltd, a subsidiary of the Company (Note 1).

20. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS

2001 2002 2003$’000 $’000 $’000

Minimum lease payments payable :Within one year 658 1,027 909Within two to five years 984 1,936 1,076

1,642 2,963 1,985

Finance charges allocated to future periods (122) (266) (145)

Present value of minimum lease payments 1,520 2,697 1,840

Present value of minimum lease payable:Within one year 595 911 836Within two to five years 925 1,786 1,004

1,520 2,697 1,840

The rates of interest range from 4% to 6.375% per annum for 2001, 3.75% to 6.375% per annumfor 2002 and 2003.

B-23





21. DEFERRED TAXATION

2001 2002 2003$’000 $’000 $’000

Tax effect of:Deferred tax liabilities:Excess of capital allowances over depreciation 661 504 437Unrealised exchange differences 48 – –Others – 9 –

709 513 437

Deferred tax assets:Unrealised exchange differences – 19 –Others 45 – –

45 19 –

Net deferred tax liabilities 664 494 437

22. SHARE CAPITAL

2001 2002 2003$’000 $’000 $’000

Authorised:1,500,000 ordinary shares of $1 each 1,500 1,500 1,500

Issued and fully paid:1,500,000 ordinary shares of $1 each 1,500 1,500 1,500

23. CAPITAL RESERVES

Share Revaluation Translation premium reserve reserve Total

$’000 $’000 $’000 $’000

Balance at 1 January 2001 10 1,328 29 1,367

Foreign currency translation differences – – (26) (26)

Balance at 31 December 2001 10 1,328 3 1,341

Foreign currency translation differences – – (249) (249)

Balance at 31 December 2002 10 1,328 (246) 1,092

Foreign currency translation differences – – 41 41

Balance at 31 December 2003 10 1,328 (205) 1,133

The balances in the share premium and revaluation reserves are not available for distribution ascash dividends to the shareholders of the Company.

B-24

24. PROPOSED DIVIDENDS

Dividend declared by the Company in respect of the financial years ended 31 December 2001,2002 and 2003 are as follows:

Financial year Dividend rate Net dividend$’000

31 December 2001 Final dividend of $0.30 per share 351

31 December 2002 Final dividend of $0.30 per share 351

31 December 2003 Final dividend of $4.27 per share 5,000

25. TRANSACTIONS WITH ASSOCIATED COMPANIES AND RELATED PARTIES

Related parties are entities with common direct or indirect shareholders and/or directors.

Some of the Group’s transactions and arrangements are with associated companies and relatedparties and the effect of these on the basis determined between the parties are reflected in theseconsolidated financial statements. The balances with associated companies disclosed elsewhere inthe consolidated financial statements are unsecured, interest-free and have no fixed repaymentterms.

2001 2002 2003$’000 $’000 $’000

With related parties:Professional fees paid to a firm of which a director of a subsidiary is a member 6 6 6

Partial payment for acquisition of a subsidiary acquired in previous year made on behalf of the Group by the directors of the Company – 547 –

With associated companies:Sales 1,089 233 132Purchases 176 231 91

26. CAPITAL COMMITMENTS

2001 2002 2003$’000 $’000 $’000

Authorised and contracted for :- purchase of motor vehicle 182 – –- leasehold improvements 729 – –

911 – –

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27. OPERATING LEASE COMMITMENTS

At the balance sheet date, the commitments under non-cancellable operating leases in respect ofland and buildings are as follows:

2001 2002 2003$’000 $’000 $’000

Payable:Within one year 407 237 357Within two to five years 753 540 529After five years 3,153 3,050 2,948

4,313 3,827 3,834

28. CONTINGENT LIABILITIES

2001 2002 2003$’000 $’000 $’000

Banker’s guarantee – 12 73Corporate guarantee – – 5,595

– 12 5,668

The details of the securities in respect of banker’s guarantee are disclosed in Notes 16 and 17.

The corporate guarantees for the financial year ended 31 December 2003 comprising $4,476,000(RM10,000,000) and $1,119,000 (USD658,000) are provided to a financial institution in respect ofbanking facilities granted to an associated company.

29. SEGMENT INFORMATION

Business Segment

The Group’s primary business segment is mainly in the manufacturing of labels, seals and otherdie-cut components for the electronics, pharmaceutical/medical equipment and supplies andchemical industries. In addition, the Group also on-sell thermal transfer ribbons and printer headsto enable customers to print on the labels supplied to them. The revenue from the tradingoperations does not form a significant portion of the Group’s revenue and the products involved inthe two segments are substantially similar. Therefore, a segmentation of the Group’s revenue andprofit derived from the manufacturing and trading operations will not be meaningful.

Geographical

Distribution of total sales by geographical markets irrespective of where the goods are produced:-

2001 2002 2003$’000 $’000 $’000

Singapore 14,251 16,487 15,635Malaysia 3,532 4,624 4,190China 2,346 5,536 7,368Philippines 2,761 3,615 4,409Thailand 598 1,237 3,752Others 1,014 812 860

24,502 32,311 36,214

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29. SEGMENT INFORMATION (CONT’D)

Geographical (Cont’d)

Assets and capital expenditure by geographical areas based on the location of those assets:

Carrying amounts ofsegment assets Capital expenditure

2001 2002 2003 2001 2002 2003$’000 $’000 $’000 $’000 $’000 $’000

Singapore 18,835 20,126 19,361 2,331 1,975 285Malaysia 4,862 5,360 6,498 – – –China 556 1,376 1,337 – – –Philippines 3,013 3,020 3,262 600 138 206Thailand 278 1,648 2,587 2 944 110Others 109 118 163 – – –

27,653 31,648 33,208 2,933 3,057 601

30. SUBSEQUENT EVENTS

Subsequent to 31 December 2003, at an extraordinary general meeting held on 6 July 2004, theshareholders of the Company approved inter-alia, the following:

(i) a change of the name of the Company from Adampak & Print Pte Ltd to Adampak Pte Ltd;

(ii) an increase in the authorised share capital of the Company from $1,500,000 to $50,000,000comprising 50,000,000 ordinary shares of $1.00 each;

(iii) the capitalisation of $8,500,000 from retained profits for a bonus issue of 8,500,000 fullypaid ordinary shares of $1.00 each to the existing shareholders;

(iv) the issue of 500,000 new ordinary shares of $1.00 each at par to certain employees of theCompany and the Group;

(v) the consolidation of two ordinary shares of $1.00 each in the authorised and issued sharecapital of the Company into one ordinary share of $2.00 each;

(vi) the sub-division of one ordinary share of $2.00 each in the authorised and issued sharecapital of the Company into 25 ordinary shares of $0.08 each;

(vii) the conversion of the Company into a public limited company and the change of the name ofthe Company to Adampak Limited;

(viii) the adoption of a new set of Articles of Association;

(ix) the issue of 44,500,000 new ordinary shares of par value $0.08 each pursuant to theinvitation by the Company which when fully paid, allotted and issued, will rank pari passu inall respects with the existing issued shares; and

B-27





30. SUBSEQUENT EVENTS (CONT’D)

(x) the authorisation of the Directors of the Company, pursuant to Section 161 of the SingaporeCompanies Act, to:-

(a) issue shares whether by way of rights, bonus or otherwise (including shares as maybe issued pursuant to any Instrument (as defined below) made or granted by theDirectors of the Company while this Resolution is in force notwithstanding that theauthority conferred by this Resolution may have ceased to be in force at the time ofissue of such shares), and

(b) make or grant offers, agreements or options (collectively, “Instruments”) that might orwould require shares to be issued, including but not limited to the creation and issueof warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such personsas the Directors of the Company may in their absolute discretion deem fit provided that theaggregate number of shares issued pursuant to such authority (including shares issuedpursuant to any Instrument but excluding shares which may be issued pursuant to anyadjustments (“Adjustments”) effected under any relevant Instrument, which Adjustment shallbe made in compliance with the provisions of the Listing Manual for the time being in force(unless such compliance has been waived by the Singapore Exchange Securities TradingLimited) and the Articles of Association for the time being of the Company), shall not exceed50% of the issued share capital of the Company immediately after the invitation, andprovided that the aggregate number of such shares to be issued other than on a pro ratabasis in pursuance to such authority (including shares issued pursuant to any Instrument butexcluding shares which may be issued pursuant to any Adjustment effected under anyrelevant Instrument) to the existing shareholders shall not exceed 20% of the issued sharecapital of the Company immediately after the invitation, and, unless revoked or varied by theCompany in general meeting, such authority shall continue in force until the conclusion ofthe next Annual General Meeting of the Company or the date by which the next AnnualGeneral Meeting of the Company is required by law to be held, whichever is the earlier.

B-28

The following statements are brief summaries of the rights and privileges of shareholders conferred bythe laws of Singapore and the Articles of Association (the “Articles”) of our Company. These statementssummarise the material provisions of the Articles but are qualified in entirely by reference to the Articles.

ORDINARY SHARES

All of our Shares are in registered form. We may, subject to the provisions of the Act and the rules of theSGX-ST, purchase our own Shares. However, we may not, except in circumstances permitted by the Act,grant any financial assistance for the acquisition or proposed acquisition of our Shares.

NEW SHARES

New Shares may only be issued with the prior approval in a general meeting of the shareholders of ourCompany. The aggregate number of Shares to be issued pursuant to such approval may not exceed 50%(or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being,of which the aggregate number of Shares to be issued other than on a pro-rata basis to our shareholdersmay not exceed 20% (or such other limit as may be prescribed by the SGX-ST) of our issued sharecapital for the time being. The approval, if granted, will lapse at the conclusion of the annual generalmeeting following the date on which the approval was granted or the date by which the annual generalmeeting is required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions ofthe Act and any special rights attached to any class of shares currently issued and all new Shares areunder the control of the board of Directors who may allot and issue the same with such rights andrestrictions as it may think fit.

SHAREHOLDERS

Only persons who are registered in the register of shareholders of our Company and, in cases in whichthe person so registered is CDP, the persons named as the depositors in the depository registermaintained by CDP for the Shares, are recognised as shareholders of our Company. Our Company willnot, except as required by law, recognise any equitable, contingent, future or partial interest in any Shareor other rights for any Share other than the absolute right thereto of the registered holder of that Share.We may close the register of shareholders for any time or times if we provide the SGX-ST at least tenclear market days’ notice. However, the register may not be closed for more than 30 days in aggregate inany calendar year. We typically close the register to determine shareholders’ entitlement to receivedividends and other distributions.

TRANSFER OF SHARES

There is no restriction on the transfer of fully paid Shares except where required by law or the listingrules or the rules or by-laws of any stock exchange on which our Company is listed. The board ofDirectors may decline to register any transfer of Shares which are not fully paid Shares or Shares onwhich we have a lien. Shares may be transferred by a duly signed instrument of transfer in a formapproved by any stock exchange on which our Company is listed. The board of Directors may alsodecline to register any instrument of transfer unless, among other things, it has been duly stamped and ispresented for registration together with the Share certificate and such other evidence of title as they mayrequire. We will replace lost or destroyed certificates for Shares if we are properly notified and if theapplicant pays a fee which will not exceed $2 and furnishes any evidence and indemnity that the board ofDirectors may require.

GENERAL MEETING OF SHAREHOLDERS

We are required to hold an annual general meeting every year. The board of Directors may convene anExtraordinary General Meeting whenever it thinks fit and must do so if shareholders representing not lessthan 10% of the total voting rights of all shareholders request in writing that such a meeting be held. Inaddition, two or more shareholders holding not less than 10% of our issued share capital may call ameeting. Unless otherwise required by law or by the Articles, voting at general meetings is by ordinaryresolution, requiring an affirmative vote of a simple majority of the votes cast at the meeting. An ordinary

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APPENDIX CDESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES


resolution suffices, for example, for the appointment of directors. A special resolution, requiring theaffirmative vote of at least 75% of the votes cast at the meeting, is necessary for certain matters underSingapore law, including voluntary winding up, amendments to the Memorandum of Association and theArticles, a change of the corporate name and a reduction in the share capital, share premium account orcapital redemption reserve fund. Our Company must give at least 14 days’ notice in writing for everygeneral meeting convened for the purpose of passing an ordinary resolution. Special resolutionsgenerally require at least 21 days’ notice in writing. The notice must set forth the place, the day and thehour of the meeting and, in the case of special business, the general nature of that business.

VOTING RIGHTS

A Shareholder is entitled to attend, speak and vote at any general meeting in person or by proxy. Proxiesneed not be a Shareholder. A person who holds Shares through the SGX-ST book-entry settlementsystem will only be entitled to vote at a general meeting as a Shareholder if his name appears on thedepository register maintained by CDP 48 hours before the general meeting. Except as otherwiseprovided in the Articles, two or more shareholders must be present in person or by proxy to constitute aquorum at any general meeting. Under the Articles, on a show of hands, every Shareholder present inperson and by proxy shall have one vote, and on a poll, every shareholder present in person or by proxyshall have one vote for each Share which he holds or represents. A poll may be demanded in certaincircumstances, including by the chairman of the meeting or by any shareholder present in person or byproxy and representing not less than 10% of the total voting rights of all shareholders having the right toattend and vote at the meeting or any two shareholders present in person or by proxy and entitled tovote.

DIVIDEND

Our Company may, by ordinary resolution of our shareholders, declare dividends at a general meeting,but we may not pay dividends in excess of the amount recommended by the board of Directors. We mustpay all dividends out of our profits; however, we may capitalise our share premium account and apply itto pay dividends, if such dividends are satisfied by the issue of Shares to our shareholders, see “Bonusand Rights Issue”. The board of Directors may also declare an interim dividend without the approval ofour shareholders. All dividends are paid pro rata among our shareholders in proportion to the amountpaid up on each shareholder’s Shares, unless the rights attaching to an issue of any Share providesotherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post toeach shareholder at his registered address. Notwithstanding the foregoing, the payment by our Companyto CDP of any dividend payable to a shareholder whose name is entered in the depository register shall,to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect ofthat payment.

BONUS AND RIGHTS ISSUES

The board of Directors may, with approval of our shareholders at a general meeting, capitalise anyreserves or profits (including profit or moneys carried and standing to any reserve or to the sharepremium account) and distribute the same as bonus shares credited as paid-up to our shareholders inproportion to their shareholdings. The board of Directors may also issue rights to take up additionalShares to shareholders in proportion to their shareholdings. Such rights are subject to any conditionsattached to such issue and the regulations of any stock exchange on which we are listed.

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TAKEOVERS

The Securities and Futures Act (Chapter 289) of Singapore and the Singapore Code on Takeovers andMergers regulate the acquisition of ordinary shares of public companies and contain certain provisionsthat may delay, deter or prevent a future takeover or change in control of the Company. Any personacquiring an interest, either on his own or together with parties acting in concert with him, in 30% ormore of the voting shares in the Company must extend a takeover offer for the remaining voting shares inaccordance with the provisions of the Singapore Code on Takeovers and Mergers. “Parties acting inconcert’’ include a company and its related and associated companies, a company and its directors(including their relatives), a company and its pension funds, a person and any investment company, unittrust or other fund whose investment such person manages on a discretionary basis, and a financialadvisor and its client in respect of shares held by the financial advisor and shares in the client held byfunds managed by the financial advisor on a discretionary basis. An offer for consideration other thancash must be accompanied by a cash alternative at not less than the highest price paid by the offeror orparties acting in concert with the offeror within the preceding 6 months. A mandatory takeover offer isalso required to be made if a person holding, either on his own or together with parties acting in concertwith him, between 30% and 50% of the voting rights acquires additional voting shares representing morethan 1% of the voting shares in any 6 month period.

LIQUIDATION OR OTHER RETURN OF CAPITAL

If our Company liquidates or in the event of any other return of capital, holders of Shares will be entitledto participate in any surplus assets in proportion to their shareholdings, subject to any special rightsattaching to any other class of shares.

LIMITATIONS ON RIGHTS TO HOLD OR VOTE SHARES

Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed bySingapore law or by the Articles on the rights of non-resident shareholders to hold or vote Shares.

MINORITY RIGHTS

The rights of minority shareholders of Singapore-incorporated companies are protected under Section216 of the Act, which gives the Singapore courts a general power to make any order, upon application byany of our shareholders, as they think fit to remedy any of the following situations:-

(a) the affairs of our Company are being conducted or the powers of the board of Directors are beingexercised in a manner oppressive to, or in disregard of the interests of, one or more of theshareholders; or

(b) our Company takes an action, or threatens to take an action, or the shareholders pass aresolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwiseprejudicial to, one or more of the shareholders, including the applicant.

Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no waylimited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courtsmay:-

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of the affairs of our Company in the future;

(c) authorise civil proceedings to be brought in our name, or on our behalf, by a person or personsand on such terms as the court may direct;

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(d) provide for the purchase of a minority shareholder’s Shares by the other shareholders or by ourCompany and, in the case of a purchase of Shares by our Company, a corresponding reduction ofour share capital;

(e) provide that the Memorandum of Association or the Articles be amended; or

(f) provide that our Company be wound up.

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The following is a discussion of certain tax matters arising under the current tax laws in Singapore and isnot intended to be and does not constitute legal or tax advice. While this discussion is considered to be acorrect interpretation of existing laws in force as at the date of this Prospectus, no assurance can begiven that courts or fiscal authorities responsible for the administration of such laws will agree with thisinterpretation or that changes in such laws will not occur. The discussion is limited to a generaldescription of certain tax consequences in Singapore with respect to ownership of our Shares bySingapore investors, and does not purport to be a comprehensive nor exhaustive description of all of thetax considerations that may be relevant to a decision to purchase our Shares. Prospective investorsshould consult their tax advisors regarding Singapore tax and other tax consequences of owning anddisposing our Shares. It is emphasised that neither our Company, our Directors nor any other personsinvolved in the Invitation accepts responsibility for any tax effects or liabilities resulting from thesubscription for, purchase, holding or disposal of our Shares.

SINGAPORE INCOME TAX

General

Singapore tax residents are subject to Singapore income tax on income that is accrued in or derivedfrom Singapore and on foreign income received in Singapore, subject to certain exceptions.

Non-resident corporate taxpayers are subject to income tax on income that is accrued in or derived fromSingapore, and on foreign income received in Singapore, subject to certain exceptions. Non-residentindividuals, subject to certain exceptions, are subject to income tax on the income accrued in or derivedfrom Singapore.

A company is tax resident in Singapore if the control and management of its business is exercised inSingapore. An individual is tax resident in Singapore in a year of assessment if, in the preceding year, hewas physically present in Singapore or exercised an employment in Singapore (other than as a directorof a company) for 183 days or more, or if he resides in Singapore.

The corporate tax rate in Singapore is 22% with effect from the year of assessment 2003 i.e. the financialyear ended in 2002. In addition, under the new corporate tax regime which takes effect from the year ofassessment 2002, three-quarters of up to the first $10,000 of a company’s chargeable income, and one-half of up to the next $90,000 will be exempt from corporate tax. The remaining chargeable income (afterthe tax exemption) will be taxed at 22%. The above tax exemption will not apply to Singapore dividendsfranked under Section 44A received by companies. In the Budget Statement 2004 announced on 27February 2004, the Finance Minister has announced that the corporate tax rate will be reduced to 20%by the year of assessment 2005 (ie financial year ending in 2004).

For a Singapore tax resident individual, the rate of tax will vary according to his circumstances but issubject to a maximum rate of 22% with effect from the year of assessment 2003 ie. calendar year 2002.

Dividend Distributions

Up to 31 December 2002, Singapore adopted a full imputation tax system. Under this system, dividendspaid by a Singapore tax resident company are franked by the Singapore income tax that the companypays on its profits. These franked dividends are taxable in the hands of shareholders and they can claimthe tax credits attached to the dividends as a set-off against their final tax payable in Singapore.

Singapore moves to the one-tier corporate tax system with effect from 1 January 2003. Under thissystem, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore taxresident companies to their shareholders are exempt from tax (referred hereinafter as “one-tier taxexempt dividends”).

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APPENDIX DDESCRIPTION OF SINGAPORE LAW AND REGULATIONS

RELATING TO TAXATION

APPENDIX DDESCRIPTION OF SINGAPORE LAW AND REGULATIONS

RELATING TO TAXATION

Singapore tax resident companies which have unutilised franking credits as at 31 December 2002 are,however, given a 5-year transition period from 1 January 2003 to 31 December 2007 to use these creditsto frank dividends. They are allowed to continue to frank dividends under the imputation system duringthis period, subject to the availability of franking credits. Shareholders will continue to receive thesedividends with tax credits attached.

We have elected to move to the one-tier corporate tax system. Under this system, we will pay one-tier taxexempt dividends to our shareholders. One-tier tax exempt dividends on our Shares are tax exempt inthe hands of our shareholders.

Gains on Disposal of our Shares

Singapore does not impose tax on capital gains. However, there are no specific laws or regulations whichdeal with the characterisation of capital gains, and hence, gains may be construed to be of an incomenature and subject to tax especially if they arise from activities which the Inland Revenue Authority ofSingapore regards as the carrying on of a trade in Singapore.

Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded ashaving derived gains of an income nature, in which case, the disposal profits would be taxable.

Stamp Duty

There is no stamp duty payable on the subscription of our Shares.

Stamp duty is payable on the instrument of transfer of our Shares at the rate of $2.00 for every $1,000market value of our Shares registered in Singapore.

The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty ispayable if no instrument of transfer is executed or the instrument of transfer is executed outsideSingapore. However, stamp duty may be payable if the instrument of transfer which is executed outsideSingapore is received in Singapore.

The above stamp duty is not applicable to electronic transfers of our Shares through the CDP.

Estate Duty

Singapore estate duty is imposed on the value of immovable property situated in Singapore owned byindividuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets ofnon-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January2002. Singapore estate duty is imposed on the value of most immovable property situated in Singaporeand on most movable property, wherever it may be, owned by individuals who are domiciled inSingapore, subject to specific exemption limits. Our Shares are considered to be movable propertysituated in Singapore as we are a company incorporated in Singapore.

Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estateduty upon such individual’s death. Singapore estate duty is payable to the extent that the value of ourShares aggregated with any other assets subject to Singapore estate duty exceeds $600,000. Unlessother exemptions apply to the other assets, for example, the separate exemption limit for residentialproperties, any excess beyond $600,000 will be taxed at 5% on the first $12,000,000 of the individual’sSingapore chargeable assets and thereafter at 10%. Individuals should consult their own tax advisorsregarding the Singapore estate duty consequences of their ownership of our Shares.

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Singapore

There are no Singapore governmental laws, decrees, regulations or other legislation that may affect thefollowing:-

(a) the import or export of capital, including the availability of cash and cash equivalents for use by ourGroup; and

(b) the remittance of dividends, interest or other payments to non-resident holders of our Company’ssecurities.

Malaysia

Based on the exchange control regulations in Malaysia issued by Bank Negara Malaysia in September1998 and modified thereafter, foreign funds and the profits made therefrom are subject to the followingrules:-

(a) the principal amount of the foreign funds brought into Malaysia when repatriated will not attract anylevy; and

(b) between 1 February 2001 and 2 May 2001, all profits realised in the utilisation of such foreignfunds in portfolio investments, when repatriated within 12 months starting from the month theprofits are realised, attracted a standard 10% levy. With effect from 2 May 2001, the 10% levy isabolished. No such levy is imposed on the repatriation of profits made from the sale of other typesof assets, including real property.

The criteria set by Bank Negara Malaysia in determining whether an investment is considered aportfolio investment include:-

(i) it is a short-term investment with concern on safety of capital, returns and likelihood ofappreciation;

(ii) the investor has no significant influence over the operations of the investee company; and

(iii) the investor holds less than 10% of the equity or voting rights in the investee group ofcompanies.

Whilst there is no restriction on the repatriation of profits from Malaysia, including dividends, interest,commissions and rental incomes, Bank Negara Malaysia requires documentary evidence to be furnishedto the remitting banks to show that the funds to be remitted are not subject to levy.

Thailand

In accordance with the Exchange Controls Act of Thailand, foreign funds and profits made therefrom aresubject to the following:-

(a) the remittance of dividends, investment funds, profits, loan repayment and interest paymentthereon, after settlement of all applicable taxes in Thailand, are not restricted under the ExchangeControl Acts, B.E. 2485 (1942);

(b) in respect of the purchase of foreign currencies in excess of US$20,000 or its equivalent in othercurrency, the Bank of Thailand requires that notification form of the remittance to the ExchangeControl Officer and required documentary evidence shall be furnished to the remitting banks asevidence of the transaction; and

(c) further, in respect of the purchase of foreign currencies for any purpose, the Bank of Thailandrequires that documentary evidence shall be furnished to the remitting banks to establish thelegitimacy of the transaction.

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APPENDIX EEXCHANGE CONTROLS

APPENDIX EEXCHANGE CONTROLS

Under Thai laws, Adampak (Thailand) is required to retain 5% of its annual profits as its reserve fund andmay only declare 95% of its annual profits as dividends. In addition, dividends paid are subject to awithholding tax rate of 10%.

Philippines

Under current regulations of the BSP (Philippine’s central bank), foreign investments must be registeredif the foreign exchange needed to service capital repatriation and dividend remittance will be sourcedfrom the Philippine banking system. If the foreign exchange required to service capital repatriation ordividend remittance will be sourced outside the Philippine banking system, registration is not required.Applications for registration must be accompanied by (i) purchase invoice or subscription agreement, (ii)credit advice or bank certification showing the amount of foreign currency inwardly remitted andconverted to pesos through the banks, or in the case of amounts deposited in an account with a foreigncurrency deposit unit of a local bank, the written permission of the depositor-investee for the disclosureof such deposit, as well as the credit advice/certification of the deposit made duly signed by an officer ofthe bank. Upon submission of the foregoing, the BSP or the investor’s custodian bank appointed by theinvestor to register his investment will issue a Central Bank Registration Document.

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TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply for the New Shares at the Issue Price for each New Share subject to thefollowing terms and conditions:-

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRALMULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARESWILL BE REJECTED.

2. Your application for the Offer Shares may be made by way of printed Offer Shares ApplicationForms or by way of Electronic Applications through Automated Teller Machines (“ATMs”) of theParticipating Banks (“ATM Electronic Applications”) or through Internet Banking (“IB”) websites ofthe relevant Participating Banks (“Internet Electronic Applications”, which together with ATMElectronic Applications, shall be referred to as “Electronic Applications”). Your application for thePlacement Shares (other than Reserved Shares) may only be made by way of printed PlacementShares Application Forms. Your application for Reserved Shares may only be made by way ofprinted Reserved Shares Application Forms. YOU MAY NOT USE CENTRAL PROVIDENT FUND(“CPF”) FUNDS TO APPLY FOR THE NEW SHARES.

3. You are allowed to submit only one application in your own name for either the OfferShares or the Placement Shares (other than in respect of Reserved Shares). If you submitan application for Offer Shares by way of an Application Form, you MAY NOT submitanother application for Offer Shares by way of an Electronic Application and vice versa. Ifyou submit an application for Offer Shares by way of an ATM Electronic Application, youMAY NOT submit another application for Offer Shares by way of an Internet ElectronicApplication. Such separate applications shall be deemed to be multiple applications andwill be liable to be rejected at our discretion, except in the case of applications by approvednominee companies, where each application is made on behalf of a different beneficiary.

If you, being other than an approved nominee company, have submitted an application forOffer Shares in your own name, you should not submit any other application for OfferShares, whether by way of an Application Form or by way of an Electronic Application, forany other person. Such separate applications shall be deemed to be multiple applicationsand will be liable to be rejected at our discretion.

If you have made an application for Placement Shares (other than Reserved Shares), youshould not make any application for Offer Shares either by way of an Application Form orthrough an Electronic Application and vice versa. Such separate applications shall bedeemed to be multiple applications and will be liable to be rejected at our discretion.

Conversely, if you have made an application for Offer Shares either by way of anApplication Form or through an Electronic Application, you may not make any applicationfor Placement Shares (other than Reserved Shares). Such separate applications shall bedeemed to be multiple applications and will be liable to be rejected at our discretion.

If you have made an application for Reserved Shares, you may submit ONE separateapplication for the Offer Shares in your own name either by way of an Application Form orthrough an Electronic Application, or submit one separate application for Placement Shares(other than Reserved Shares) by way of an Application Form, provided that you adhere tothe terms and conditions of this Prospectus. SUCH SEPARATE APPLICATIONS SHALL NOTBE TREATED AS MULTIPLE APPLICATIONS.

Joint applications shall be rejected. Multiple applications for New Shares will be liable to berejected at our discretion. If you submit or procure submissions of multiple shareapplications (whether for Offer Shares, Placement Shares or both Offer Shares andPlacement Shares), you may be deemed to have committed an offence under the Penal

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APPENDIX FTERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

AND ACCEPTANCE


AND ACCEPTANCE

Code, Chapter 224 of Singapore and the Securities and Futures Act, Chapter 289 ofSingapore, and your applications may be referred to the relevant authorities forinvestigation. Multiple applications or those appearing to be or suspected of being multipleapplications will be liable to be rejected at our discretion.

4. We will not accept applications from any person under the age of 21 years, undischargedbankrupts, sole proprietorships, partnerships, chops or non-corporate bodies, joint SecuritiesAccount holders of CDP and from applicants whose addresses (as furnished in their ApplicationForms or, in the case of Electronic Applications, contained in the records of the relevantParticipating Banks, as the case may be) bear post office box numbers.

5. We will not recognise the existence of a trust. Any application by a trustee or trustees must bemade in his/her/their own name(s) and without qualification or, where the application is made byway of an Application Form by a nominee, in the name(s) of an approved nominee company orapproved nominee companies after complying with paragraph 6 below.

6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BYAPPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks,merchant banks, finance companies, insurance companies, licensed securities dealers inSingapore and nominee companies controlled by them. Applications made by nominees other thanapproved nominee companies shall be rejected.

7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIESACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you donot have an existing Securities Account with CDP in your own name at the time of yourapplication, your application will be rejected (if you apply by way of an Application Form), or youwill not be able to complete your Electronic Application (if you apply by way of an ElectronicApplication). If you have an existing Securities Account with CDP but fail to provide your SecuritiesAccount number or provide an incorrect Securities Account number in Section B of the ApplicationForm or in your Electronic Application, as the case may be, your application is liable to be rejected.Subject to paragraph 9 below, your application shall be rejected if your particulars such as name,NRIC/passport number, nationality and permanent residence status, and CDP Securities Accountnumber provided in your Application Form or, in the case of an Electronic Application, contained inthe records of the relevant Participating Bank at the time of your Electronic Application, as thecase may be, differ from those particulars in your Securities Account as maintained with CDP. Ifyou have more than one individual direct Securities Account with CDP, your application shall berejected.

8. If your address stated in the Application Form or, in the case of an Electronic Application,contained in the records of the relevant Participating Bank, as the case may be, is differentfrom the address registered with CDP, you must inform CDP of your updated addresspromptly, failing which the notification letter on successful allotment and/or othercorrespondences from CDP will be sent to your address last registered with CDP.

9. We reserve the right to reject any application which does not conform strictly to theinstructions set out in the Application Forms and in this Prospectus or which does notcomply with the instructions for Electronic Applications or with the terms and conditions ofthis Prospectus or, in the case of an application by way of an Application Form, which isillegible, incomplete, incorrectly completed or which is accompanied by an improperlydrawn remittance or improper form of remittance. We further reserve the right to treat asvalid any applications not completed or submitted or effected in all respects in accordancewith the instructions set out in the Application Forms or the instructions for ElectronicApplication or the terms and conditions of this Prospectus and also to present for paymentor other processes all remittances at any time after receipt and to have full access to allinformation relating to, or deriving from, such remittances or the processing thereof.

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10. We reserve the right to reject or accept, in whole or in part, or to scale down or ballot anyapplication without assigning any reason therefor, and no enquiry and/or correspondence on ourdecision with regards hereto will be entertained. This right applies to applications made by way ofApplication Forms and by way of Electronic Applications. In deciding the basis of allotment whichshall be at our discretion, due consideration will be given to the desirability of allotting the NewShares to a reasonable number of applicants with a view to establishing an adequate market forthe Shares.

11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It isexpected that CDP will send to you, at your own risk, within 15 Market Days after the close of theApplication List, a statement of account stating that your Securities Account has been credited withthe number of New Shares allotted to you, if your application is successful. This will be the onlyacknowledgement of application monies received and is not an acknowledgement by us. Youirrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee anyinstrument of transfer and/or other documents required for the issue or transfer of the New Sharesallotted to you. This authorisation applies to applications made by way of Application Forms and byway of Electronic Applications.

12. In the event that our Company lodges a supplementary or replacement prospectus (“RelevantDocument”) pursuant to the SFA or any applicable legislation in force from time to time prior to theclose of the Invitation, and the New Shares have not been issued, we will (as required by law) atour Company’s sole and absolute discretion either:-

(i) within 7 days of the lodgement of the Relevant Document give you a copy of the RelevantDocument and provide you with an option to withdraw your application; or

(ii) treat your application as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled and we shall refund your application monies(without interest or any share of revenue or other benefit arising therefrom) to you within 7days from the lodgement of the Relevant Document.

In the event that at the time of the lodgement of the Relevant Document, the New Shares havealready been issued but trading has not commenced, we will (as required by law) either:-

(i) within 7 days of the lodgement of the Relevant Document give you a copy of the RelevantDocument and provide you with an option to return the Shares; or

(ii) treat the issue of the New Shares as void, in which case the issue shall be deemed to bevoid and we shall refund your application monies (without interest or any share of revenue orother benefit arising therefrom) to you within 7 days from the lodgement of the RelevantDocument.

Additional terms and instructions applicable upon the lodgement of the Relevant Document,including instructions on how you can exercise the option to withdraw, may be found in suchsupplementary or replacement prospectus.

13. In the event of an under-subscription for the Offer Shares as at the close of the Application List,that number of Offer Shares under-subscribed shall be made available to satisfy applications forPlacement Shares to the extent that there is an over-subscription for Placement Shares as at theclose of the Application List.

In the event of an under-subscription for the Placement Shares (other than Reserved Shares) asat the close of the Application List, that number of Placement Shares (other than ReservedShares) under-subscribed shall be made available to satisfy applications for Offer Shares to theextent that there is an over-subscription for Offer Shares as at the close of the Application List.

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AND ACCEPTANCE


AND ACCEPTANCE

In the event of an over-subscription for Offer Shares as at the close of the Application List and thePlacement Shares are fully subscribed or over-subscribed as at the close of the Application List,the successful applications for Offer Shares will be determined by ballot or otherwise asdetermined by our Directors and approved by the SGX-ST.

Any of the Reserved Shares not taken up shall be made available first to satisfy applications forthe Placement Shares to the extent that there is an over-subscription for the Placement Sharesand then to satisfy applications for Offer Shares to the extent that there is an over-subscription forthe Offer Shares as at the close of the Application List.

In all of the above instances, the basis of allotment of the New Shares as may be decided upon byour Directors in ensuring a reasonable spread of shareholders of our Company, shall be madepublic, as soon as practicable, via an announcement through the SGX-ST and through a paidadvertisement in a local English newspaper.

14. You irrevocably authorise CDP to disclose the outcome of your application, including the number ofNew Shares allotted to you pursuant to your application, to us, the Manager, the Underwriter, thePlacement Agent and any other parties so authorised by the forgoing persons.

15. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, anapproved nominee and trustee applying for the Offer Shares by way of an Application Form or byway of an Electronic Application and a person applying for the Placement Shares through thePlacement Agent.

16. By completing and delivering an Application Form or by making and completing an ElectronicApplication (in the case of an ATM Electronic Application by pressing the “Enter” or “OK” or“Confirm” or “Yes” or any other relevant key on the ATM (as the case may be) or in the case of anInternet Electronic Application by clicking “Submit” or “Continue” or “Yes” or “Confirm” or any otherrelevant button on the IB website screen (as the case may be) of the relevant Participating Banks)in accordance with the provisions of this Prospectus, you:-

(a) irrevocably offer, agree and undertake to subscribe for the number of New Shares specifiedin your application (or such smaller number for which the application is accepted) at theIssue Price for each New Share and agree that you will accept such New Shares as may beallotted to you, in each case on the terms of, and subject to the conditions set out in thisProspectus and the Memorandum and Articles of Association of our Company;

(b) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by our Company in determining whether toaccept your application and/or whether to allot any New Shares to you;

(c) agree that in the event of any inconsistency between the terms and conditions forapplication set out in this Prospectus and those set out in the IB websites or ATMs of therelevant Participating Banks, the terms and conditions set out in this Prospectus shallprevail;

(d) agree that the aggregate Issue Price for the New Shares applied for is due and payable tothe Company upon application; and

(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of our Company, theManager, the Underwriter, the Placement Agent, the Primary Sub-Underwriter and/or thePrimary Sub-Placement Agent will infringe any such laws as a result of the acceptance ofyour application.

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17. Our acceptance of applications will be conditional upon, inter alia, us being satisfied that:-

(a) permission has been granted by the SGX-ST to deal in and for quotation of all our existingShares and the New Shares on the Official List of the SGX-SESDAQ;

(b) the Management and Underwriting Agreement and the Placement Agreement referred to inparagraph 10, in “General and Statutory Information” have become unconditional and havenot been terminated; and

(c) the Authority has not served a stop order which directs that no or no further shares to whichthis Prospectus relates be allotted.

18. In the event that a stop order in respect of the New Shares is served by the Authority or othercompetent authority, and:-

(a) the New Shares have not been issued, we will (as required by law) deem all applicationswithdrawn and cancelled and our Company shall refund the application monies (withoutinterest or any share of revenue or other benefit arising therefrom) to you within 14 days ofthe date of the stop order; or

(b) if the New Shares have already been issued but trading has not commenced, the issue will(as required by law) be deemed void, and

(i) if documents purporting to evidence title had been issued to you, our Company shallinform you to return such documents to our Company within 14 days from that date;and

(ii) we will refund the application monies (without interest or any share of revenue orother benefit arising therefrom) to you within 7 days from the date of receipt of thosedocuments (if applicable) or the date of the stop order, whichever is later.

This shall not apply where only an interim stop order has been served.

19. In the event that an interim stop order in respect of the New Shares is served by the Authority orother competent authority, no New Shares shall be issued to you during the time when the interimstop order is in force.

20. The Authority is not able to serve a stop order in respect of the New Shares if the New Shareshave been issued and listed on a securities exchange and trading in them has commenced.

21. In the event of any changes in the closure of the Application List or the time period during whichthe Invitation is open, we will publicly announce the same through a MASNET announcement tobe posted on the Internet at the SGX-ST website http://www.sgx.com and through a paidadvertisement in a local English newspaper.

22. We will not hold any application in reserve.

23. We will not allot Shares on the basis of this Prospectus later than six months after the date ofregistration of this Prospectus.

24. Additional terms and conditions for applications by way of Application Forms are set out on pagesF-6 to F-10 of this Prospectus.

25. Additional terms and conditions for applications by way of Electronic Applications are set out onpages F-10 to F-19 of this Prospectus.

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AND ACCEPTANCE

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of an Application Form made on and subject to the terms andconditions of this Prospectus including but not limited to the terms and conditions appearing below aswell as those set out under the section on “Terms, Conditions And Procedures For Application AndAcceptance” beginning on page F-1 of this Prospectus, as well as the Memorandum and Articles ofAssociation of the Company.

1. Your application must be made using the WHITE Application Forms and WHITE official envelopes“A” and “B” for Offer Shares, or the BLUE Application Forms for Placement Shares (other thanReserved Shares) or the PINK Application Forms for Reserved Shares accompanying and formingpart of this Prospectus. We draw your attention to the detailed instructions contained in therespective Application Forms and this Prospectus for the completion of the Application Formswhich must be carefully followed. We reserve the right to reject applications which do notconform strictly to the instructions set out in the Application Forms and this Prospectus orto the terms and conditions of this Prospectus or which are illegible, incomplete,incorrectly completed or which are accompanied by improperly drawn remittances orimproper form of remittances.

2. Your Application Forms must be completed in English. Please type or write clearly in ink usingBLOCK LETTERS.

3. All spaces in the Application Forms, except those under the heading “FOR OFFICIAL USE ONLY”,must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any spacethat is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in full.You must make your application, in the case of individuals, in your full names as they appear inyour identity card (if applicants have such identification documents) or in your passport and, in thecase of corporations, in your full names as registered with a competent authority. If you are not anindividual, you must complete the Application Form under the hand of an official who must statethe name and capacity in which he signs the Application Form. If you are a corporation completingthe Application Form, you are required to affix your Common Seal (if any) in accordance with yourMemorandum and Articles of Association or equivalent constitutive documents. If you are acorporate applicant and your application is successful, a copy of your Memorandum and Articles ofAssociation or equivalent constitutive documents must be lodged with our Company’s ShareRegistrar and Share Transfer Office. We reserve the right to require you to produce documentaryproof of identification for verification purposes.

5. (a) You must complete Sections A and B and sign on page 1 of the Application Form.

(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.Where paragraph 7(a) is deleted, the applicants must also complete Section C of theApplication Form with particulars of the beneficial owner(s).

(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, onpage 1 of the Application Form, your application is liable to be rejected.

6. You, whether an individual or corporate applicant, whether incorporated or unincorporated andwherever incorporated or constituted, will be required to declare whether you are a citizen orpermanent resident of Singapore or a corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore have an interest inthe aggregate of more than 50 per cent. of the issued share capital of or interests in suchcorporations. If you are an approved nominee company, you are required to declare whether thebeneficial owner of the New Shares is a citizen or permanent resident of Singapore or acorporation, whether incorporated or unincorporated and wherever incorporated or constituted, in

F-6

which citizens or permanent residents of Singapore or any body corporate whether incorporated orunincorporated and wherever incorporated or constituted under any statute of Singapore have aninterest in the aggregate of more than 50 per cent. of the issued share capital of or interests insuch corporation.

7. You may apply for the New Shares using only cash. Your application must be accompanied by aremittance in Singapore currency for the full amount payable, in respect of the number of NewShares applied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bank inSingapore made out in favour of “ADAMPAK SHARE ISSUE ACCOUNT” crossed “A/C PAYEEONLY”, with the name and address of the applicant written clearly on the reverse side. WE WILLNOT ACCEPT APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BYANY OTHER FORM OF PAYMENT. We will reject remittances bearing “NOT TRANSFERABLE” or“NON TRANSFERABLE” crossings. No acknowledgement or receipt will be issued by us or theManager for applications and application monies received.

8. Monies paid in respect of unsuccessful applications are expected to be returned (without interestor any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hoursof balloting at your own risk. Where your application is rejected or accepted in part only, the fullamount or the balance of the application monies, as the case may be, will be refunded (withoutinterest or any share of revenue or other benefit arising therefrom) to you by ordinary post at yourown risk within 14 days after the close of the Application List provided that the remittanceaccompanying such application which has been presented for payment or other processes hasbeen honoured and the application monies have been received in the designated share issueaccount. In the event that the Invitation is cancelled by us following the termination of theManagement and Underwriting Agreement and/or the Placement Agreement, the applicationmonies received will be refunded (without interest or any share of revenue or any other benefitarising therefrom) to you by ordinary post or telegraphic transfer at your own risk within 5 MarketDays of the termination of the Invitation. In the event that the Invitation is cancelled by us followingthe issuance of a stop order by the Authority, the application monies received will be refunded(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary postor telegraphic transfer at your own risk within 14 days from the date of the stop order.

9. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear themeanings assigned to them in this Prospectus.

10. In consideration of our Company having distributed the Application Form to you and agreeing toclose the Application List at 12.00 noon on 27 September 2004 or such other time or date as ourDirectors may, in consultation with the Manager, decide and by completing and delivering theApplication Form, you agree that:-

(a) your application is irrevocable;

(b) your remittance will be honoured on first presentation and that any application moniesreturnable may be held pending clearance of your payment without interest or any share ofrevenue or other benefit arising therefrom;

(c) all applications, acceptances and contracts resulting therefrom under the Invitation shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d) in respect of the New Shares for which your application has been received and not rejected,acceptance of your application shall be constituted by written notification by or on behalf ofour Company and not otherwise, notwithstanding any remittance being presented forpayment by or on behalf of our Company;

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AND ACCEPTANCE

(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;

(f) in making your application, reliance is placed solely on the information contained in thisProspectus and that neither our Company, the Manager, the Underwriter, the PlacementAgent, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any otherperson involved in the Invitation shall have any liability for any information not so contained;

(g) you consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent resident status, CDP Securities Account number, and share application amountto our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Manager, the Underwriter,the Placement Agent or other authorised operators; and

(h) you irrevocably agree and undertake to subscribe for the number of New Shares applied foras stated in the Application Form or any smaller number of such New Shares that may beallocated to you in respect of your application. In the event that our Company decides toallocate a smaller number of New Shares or not to allocate any New Shares to you, youagree to accept such decision as final.

F-8

Applications for Offer Shares

1. Your application for Offer Shares MUST be made using the WHITE Offer Shares ApplicationForms and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosedin each envelope.

2. You must:-

(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, togetherwith your remittance in accordance with the terms and conditions of this Prospectus in theWHITE envelope “A” provided;

(b) in the appropriate spaces on WHITE envelope “A”:-

(i) write your name and address;

(ii) state the number of Offer Shares applied for; and

(iii) affix adequate Singapore postage;

(c) SEAL THE WHITE ENVELOPE “A”;

(d) write, in the special box provided on the larger WHITE envelope “B” addressed toADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUBCENTRE, SINGAPORE 048616, the number of Offer Shares for which the application ismade; and

(e) insert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B” andthereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND, at your own risk, toADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUBCENTRE, SINGAPORE 048616 to arrive by 12.00 noon on 27 September 2004 or suchother time as our Directors may, in consultation with the Manager, decide. LocalUrgent Mail or Registered Post must NOT be used. No acknowledgement of receipt willbe issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

4. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receiptwill be issued for any application or remittance received.

Applications for Placement Shares (other than Reserved Shares)

1. Your application for Placement Shares (other than Reserved Shares) MUST be made using theBLUE Placement Shares Application Forms. ONLY ONE APPLICATION should be enclosed ineach envelope.

2. The completed and signed BLUE Placement Shares Application Form and your remittance in fullin respect of the number of Placement Shares applied for in accordance with the terms andconditions of this Prospectus, with your name and address written clearly on the reverse side,must be enclosed and sealed in an envelope to be provided by you. The sealed envelope must beDESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own risk, toADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUB CENTRE,SINGAPORE 048616 to arrive by 12.00 noon on 27 September 2004 or such other time as ourDirectors may, in consultation with the Manager, decide. Local Urgent Mail or RegisteredPost must NOT be used. No acknowledgement of receipt will be issued for any application orremittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

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AND ACCEPTANCE


AND ACCEPTANCE

Applications for Reserved Shares

1. Your applications for Reserved Shares MUST be made using the PINK Reserved SharesApplication Form. ONLY ONE APPLICATION should be enclosed in each envelope.

2. The completed and signed PINK Reserved Shares Application Form and your remittance in full inrespect of the number of Reserved Shares applied for in accordance with the terms and conditionsof this Prospectus, with your name and address written clearly on the reverse side, must beenclosed and sealed in an envelope to be provided by you. The sealed envelope must beDESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own risk, toADAMPAK LIMITED, 6 Loyang Way 4, Singapore 507605 to arrive by 12.00 noon on 27September 2004 or such other time as our Directors may, in consultation with the Manager,decide. Local Urgent Mail or Registered Post MUST NOT be used. No acknowledgement ofreceipt will be issued for any application or remittance received.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM ElectronicApplications) and the IB website screens (in the case of Internet Electronic Applications) of the relevantParticipating Banks. Currently, UOB Group and DBS are the only Participating Banks through whichInternet Electronic Applications can be made. For illustration purposes, the procedures for ElectronicApplications through the ATMs and the IB website of UOB Group are set out, respectively, in the “Stepsfor an ATM Electronic Application through the ATMs of UOB Group” and the “Steps for an InternetElectronic Application through the IB website of UOB Group” (collectively, the “Steps”) appearing onpages F-15 to F-19 of this Prospectus. Please read carefully the terms of this Prospectus, the Steps andthe terms and conditions for Electronic Applications set out below before making an ElectronicApplication. Any reference to “you” or the “applicant” in the “Additional Terms and Conditions forElectronic Applications” and the Steps shall refer to you making an application for Offer Shares throughan ATM or the IB website of a relevant Participating Bank.

You must have an existing bank account with and be an ATM cardholder of one of the ParticipatingBanks before you can make an ATM Electronic Application at the ATMs of that Participating Bank. AnATM card issued by one Participating Bank cannot be used to apply for Offer Shares at an ATMbelonging to other Participating Banks. For an Internet Electronic Application, you must have an existingbank account with and an IB User Identification (“User ID”) and a Personal IdentificationNumber/Password (“PIN”) given by a relevant Participating Bank. The Steps set out the actions that youmust take at ATMs or the IB website of UOB Group to complete an Electronic Application. The actionsthat you must take at ATMs or the IB websites of other Participating Banks are set out on the ATMscreens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATMElectronic Application transaction, you will receive an ATM transaction slip (“Transaction Record”),confirming the details of your ATM Electronic Application. Upon completion of your Internet ElectronicApplication, through the IB website of UOB Group, there will be an on-screen confirmation (“ConfirmationScreen”) of the application which can be printed out for your record. The Transaction Record or yourprinted record of the Confirmation Screen is for your retention and should not be submitted with anyApplication Form.

You must ensure that you enter your own Securities Account number when using the ATM cardissued to you in your own name. If you fail to use an ATM card issued in your own name or do notkey in your own Securities Account number, your application will be rejected. If you operate ajoint bank account with any of the Participating Banks, you must ensure that you enter your ownSecurities Account number when using the ATM card issued to you in your own name. Usingyour own Securities Account number with an ATM card which is not issued to you in your ownname will render your ATM Electronic Application liable to be rejected.

F-10

You must ensure, when making an Internet Electronic Application, that your mailing address for thepurpose of the application is in Singapore and the application is being made in Singapore and you will beasked to declare accordingly. Otherwise, your application is liable to be rejected.

Your Electronic Application shall be made on the terms and subject to the terms and conditions of thisProspectus including but not limited to the terms and conditions appearing below and those set out underthe section on “Terms, Conditions And Procedures For Application And Acceptance” on pages F-1 to F-19 of this Prospectus as well as the Memorandum and Articles of Association of our Company.

1. In connection with your Electronic Application for Offer Shares, you are required to confirmstatements to the following effect in the course of activating the Electronic Application:-

(a) that you have received a copy of this Prospectus (in the case of ATM ElectronicApplications only) and have read, understood and agreed to all the terms andconditions of application for Offer Shares and this Prospectus prior to effecting theElectronic Application and agree to be bound by the same;

(b) that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent resident status, CDP Securities Account number, CPFinvestment account number (if applicable) and application details (the “RelevantParticulars”) maintained with the relevant Participating Bank to the Share Registrar,SGX-ST, CDP, CPF, SCCS, our Company, the Manager or other authorised operators(the “Relevant Parties”); and

(c) that this is your only application for Offer Shares and it is made in your own nameand at your own risk.

Your application will not be successfully completed and cannot be recorded as a completedtransaction at the ATM or on the IB website unless you press the “Enter” or “OK” or “Confirm” or”Yes” key or any other relevant key on the ATM or click “Confirm” or “OK” or Submit” or “Continue”or “Yes” or any other relevant button on the IB website screen. By doing so, you shall be treated assignifying your confirmation of each of the above three statements. In respect of statement 1(b)above, your confirmation shall signify and shall be treated as your written permission, given inaccordance with the relevant laws of including Section 47(2) of the Banking Act, Chapter 19 ofSingapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to theRelevant Parties.

2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYINGFOR OFFER SHARES AS NOMINEE FOR ANY OTHER PERSON AND THAT ANYELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOUAS BENEFICIAL OWNER.

YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES ANDSHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENTSHARES (OTHER THAN RESERVED SHARES), WHETHER AT THE ATMS OR THE IBWEBSITES (IF ANY) OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IFYOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES(OTHER THAN RESERVED SHARES) ON AN APPLICATION FORM, YOU SHALL NOT MAKEAN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.

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AND ACCEPTANCE

3. You must have sufficient funds in your bank account with your Participating Bank at the time youmake your Electronic Application, failing which your Electronic Application will not be completed oraccepted. Any Electronic Application which does not conform strictly to the instructions setout in this Prospectus or on the screens of the ATM or the IB website of the relevantParticipating Bank through which your Electronic Application is being made shall berejected.

You may make an ATM Electronic Application at the ATM of any Participating Bank or an InternetElectronic Application at the IB website of a relevant Participating Bank for Offer Shares usingcash only by authorising such Participating Bank to deduct the full amount payable from youraccount with such Participating Bank.

4. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Sharesapplied for as stated on the Transaction Record or the Confirmation Screen or any lesser numberof Offer Shares that may be allotted to you in respect of your Electronic Application. In the eventthat we decide to allot any lesser number of such Offer Shares or not to allot any Offer Shares toyou, you agree to accept such decision as final. If your Electronic Application is successful, yourconfirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key or any otherrelevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or anyother relevant button on the IB website screen) of the number of Offer Shares applied for shallsignify and shall be treated as your acceptance of the number of Offer Shares that may be allottedto you and your agreement to be bound by the Memorandum and Articles of Association of ourCompany.

5. We will not keep any applications in reserve. Where your Electronic Application isunsuccessful, the full amount of the application monies will be refunded in Singapore currency(without interest or any share of revenue or other benefit arising therefrom) to you by beingautomatically credited to your account with your Participating Bank within 24 hours of ballotingprovided that the remittance in respect of such application which has been presented for paymentor other processes has been honoured and the application monies have been received in thedesignated share issue account. Trading on a “WHEN ISSUED” basis, if applicable, isexpected to commence after such refund has been made.

Where your Electronic Application is rejected or accepted in part only, the full amount or thebalance of the application monies, as the case may be, will be refunded in Singapore currency(without interest or any share of revenue or other benefit arising therefrom) to you by beingautomatically credited to your account with your Participating Bank within 14 days after the closeof the Application List provided that the remittance in respect of such application which has beenpresented for payment or other processes has been honoured and the application monies havebeen received in the designated share issue account.

Responsibility for timely refund of application monies from unsuccessful or partiallysuccessful Electronic Applications or otherwise lies solely with the respective ParticipatingBanks. Therefore, you are strongly advised to consult your Participating Bank on the statusof your Electronic Application and/or the refund of any monies to you from an unsuccessfulor partially successful Electronic Application, to determine the exact number of New Sharesallotted to you, if any, before trading the Shares on SGX-SESDAQ. You may also call CDPPhone at 6535 7511 to check the provisional results of your application by using your T-pin(issued by CDP upon application for the service) and keying in the stock code (that will bemade available together with the results of the allotment via announcement through SGX-ST and by advertisement in a generally circulating daily press). To sign up for the service,you may contact CDP Customer Service Officers. Neither SGX-ST, the CDP, the SCCS, theParticipating Banks, our Company nor the Manager assumes any responsibility for any lossthat may be incurred as a result of you having to cover any net sell positions or from buy-inprocedures activated by the SGX-ST.

6. If your Electronic Application is unsuccessful, no notification will be sent by the relevantParticipating Banks.

F-12

If you make an ATM Electronic Application through the ATM or IB website of the followingParticipating Banks, you may check the results of your Electronic Application as follows:-

Available at ATM/ Service Bank Telephone Internet Operating Hours Expected from

UOB Group 1800 222 2121 ATM (Other Transactions ATM/Phone Banking Evening of the – “IPO Enquiry”)(1) 24 hours a day balloting day

http://www.uobgroup.com(1) Internet Banking Evening of the24 hours a day balloting day

DBS 1800 339 6666 Internet Banking 24 hours a day Evening of the(for POSB Account balloting day Holders) http://www.dbs.com

1800 111 1111(for DBS Bank Account Holders)

OCBC 1800 363 3333 ATM ATM/Phone Banking Evening of theBank 24 hours a day balloting day

Note:-

(1) If you have made your Electronic Application through the ATMs or IB website of UOB Group, you may check theresults of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBankingServices.

(2) If you have made your Internet Electronic Application through the IB websites of UOB Group or DBS, you may checkthe results through the same channels listed in the table above in relation to ATM Electronic Applications made atATMs of the UOB Group or DBS.

7. Electronic Applications shall close at 12.00 noon on 27 September 2004 or such other time asour Directors may, in consultation with the Manager, decide. Subject to paragraph 9 below, anInternet Electronic Application is deemed to be received only upon its completion, that is, whenthere is an on-screen confirmation of the application.

8. You are deemed to have irrevocably requested and authorised us to:-

(a) register the Offer Shares allotted to you in the name of CDP for deposit into your SecuritiesAccount;

(b) send the relevant Share certificate(s) to CDP;

(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)the application monies in Singapore currency, should your Electronic Application berejected, by automatically crediting your bank account with your Participating Bank with therelevant amount within 24 hours of balloting; and

(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)the balance of the application monies in Singapore currency, should your ElectronicApplication be accepted in part only, by automatically crediting your bank account with yourParticipating Bank with the relevant amount within fourteen (14) Market Days after the closeof the Application List.

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AND ACCEPTANCE

9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God andother events beyond the control of the Participating Banks, our Company and the Manager and if,in any such event, our Company, the Manager and/or the relevant Participating Bank does notreceive your Electronic Application, or data relating to your Electronic Application or the tape orany other devices containing such data is lost, corrupted, destroyed or not otherwise accessible,whether wholly or partially for whatever reason, you shall be deemed not to have made anElectronic Application and you shall have no claim whatsoever against our Company, the Manager,the Underwriter and the Placement Agent and/or the relevant Participating Bank for Offer Sharesapplied for or for any compensation, loss or damage.

10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must bemade in his own name and without qualification. We will reject any application by any personacting as nominee, except those made by approved nominee companies only.

11. All your particulars in the records of your Participating Bank at the time you make your ElectronicApplication shall be deemed to be true and correct and your Participating Bank and the RelevantParties shall be entitled to rely on the accuracy thereof. If there has been any change in yourparticulars after the time of the making of your Electronic Application, you shall promptly notifyyour Participating Bank.

12. You should ensure that your personal particulars as recorded by both CDP and the relevantParticipating Bank are correct and identical, otherwise, your Electronic Application is liableto be rejected. You should promptly inform CDP of any change in address, failing which thenotification letter on successful allotment and other correspondence from the CDP will be sent toyour address last registered with CDP.

13. By making and completing an Electronic Application, you are deemed to have agreed that:-

(a) In consideration of us making available the Electronic Application facility, through theParticipating Banks acting as our agents, at the ATMs and the IB websites (if any):-

(i) your Electronic Application is irrevocable; and

(ii) your Electronic Application, the acceptance by us and the contract resulting therefromunder the Invitation shall be governed by and construed in accordance with the lawsof Singapore and you irrevocably submit to the non-exclusive jurisdiction of theSingapore courts;

(b) neither our Company, the Manager nor the Participating Banks shall be liable for any delays,failures or inaccuracies in the recording, storage or in the transmission or delivery of datarelating to your Electronic Application to us or CDP due to breakdowns or failure oftransmission, delivery or communication facilities or any risks referred to in paragraph 9above or to any cause beyond their respective controls;

(c) in respect of Offer Shares for which your Electronic Application has been successfullycompleted and not rejected, acceptance of your Electronic Application shall be constitutedby written notification by or on behalf of our Company and not otherwise, notwithstandingany payment received by or on behalf of our Company;

(d) you will not be entitled to exercise any remedy of rescission or misrepresentation at any timeafter acceptance of your application; and

F-14

(e) in making your application, reliance is placed solely on the information contained in thisProspectus and that neither the Company, the Manager, the Underwriter, the PlacementAgent, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any otherperson involved in the Invitation shall have any liability for any information not so contained.

INSTRUCTIONS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OFTHE UOB GROUP

The instructions for Electronic Applications will appear on the ATM screens and the IB website screens ofthe respective Participating Banks. For illustration purposes, the steps for making an ElectronicApplication through the ATMs or the IB website of UOB Group are shown below. Instructions forElectronic Applications on the ATM screens and the IB website screens (if any) of the relevantParticipating Banks (other than UOB Group) may differ from that represented below.

Due to space constraints on UOB Group’s ATM screen, the following terms will appear in abbreviatedform:-

“&” : AND“A/C” and “A/Cs” : ACCOUNT AND ACCOUNTS, respectively“ADDR” : ADDRESS“AMT” : AMOUNT“APPLN” : APPLICATION“CDP” : THE CENTRAL DEPOSITORY (PTE) LIMITED“CPF” : CENTRAL PROVIDENT FUND“CPFINVT A/C” : CPF INVESTMENT ACCOUNT“ESA” : ELECTRONIC SHARE APPLICATION“IC/PSSPT” : NRIC OR PASSPORT NUMBER“NO” or “NO.” : NUMBER“PERSONAL NO.” : PERSONAL IDENTIFICATION NUMBER“REGISTRARS” : SHARE REGISTRARS“SCCS” : SECURITIES CLEARING & COMPUTER SERVICES (PTE) LTD“UOB/ICB CPFIS” : UOB OR ICB CPF INVESTMENT SCHEME

Steps for an ATM Electronic Application through the ATMs of UOB Group

STEP 1 : Insert your personal Unicard, Uniplus card, Multi Account or UOB VISA/MASTER cardand key in your personal identification number.

2 : Select “CASHCARD OR OTHER TRANSACTIONS”.

3 : Select “SECURITIES APPLICATION”.

4 : Select “ESA-FIXED”.

5 : Select the share counter which you wish to apply for.

6 : Read and understand the following statements which will appear on the screen:-

– THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADEIN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESESECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE ANAPPLICATION IN THE MANNER SET OUT IN THEPROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENTS(Press “Enter” to continue)

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AND ACCEPTANCE

– PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHEREYOU CAN OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT

– WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH ANDREGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHOASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THEPROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT

(Press “ENTER” to continue)

7 : Read and understand the following terms which will appear on the screen:-

– YOU HAVE READ UNDERSTOOD & AGREED TO ALL TERMS OF THE PROSPECTUS/DOCUMENT/SUPPLEMENTARY DOCUMENT & THISELECTRONIC APPLICATION

(Press “ENTER” to continue)

– YOU CONSENT TO DISCLOSE YOUR NAME IC/PSSPT NATIONALITY ADDRAPPLN AMT CPF INVT A/C NO & CDP A/C NO FROM YOUR A/CS TO CDP,CPF, SCCS, REGISTRARS, SGX-ST & ISSUER/VENDOR(S)

– THIS IS YOUR ONLY FIXED PRICE APPLN & IS IN YOUR NAME AND ATYOUR RISK(Press “ENTER” to confirm)

8 : Screen will display:-

– NRIC/Passport No. XXXXXXXXXXX

IF YOUR NRIC NO/PASSPORT NO. IS INCORRECT, PLEASE CANCEL THETRANSACTION AND NOTIFY THE BRANCH PERSONALLY.(Press “Cancel” or “Confirm”)

9 : Select mode of payment i.e. “CASH ONLY”. You will be prompted to select Cash A/ctype to debit (ie, Current A/c or Saving A/c). Should you have a few a/cs linked to thisATM card, a list of linked A/cs Number will be displayed for you to select.

10 : After you have selected ACCOUNT, CDP A/c No. will be displayed for you to confirm orchange (This screen with CDP A/c No. will be shown for applicants whose CDP No. isalready stored in our UOB Group’s ATM system). For applications using UOB Group’sATM for the first time to apply for IPO, CDP A/c No. will not be stored in UOB Group’sATM system, hence below screen will be displayed to customers for their input of CDPNo. Read and understand the following terms which will appear on the screen:-

– PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER THIRDPARTIES

– PLEASE USE YOUR OWN ATM CARD

– DO NOT KEY IN THE CDP A/C NO OF YOUR JOINT A/C HOLDER OR OTHERTHIRD PARTIES

– KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX

– PRESS ENTER KEY

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11 : Key in your CDP Securities Account number (12 digits) and press the “ENTER” key.

12 : Select your nationality status.

13 : Key in the number of Shares you wish to apply for and press the “ENTER” key.

14 : Check the details of your Electronic Application on the screen and press “ENTER” keyto confirm your Electronic Application.

15 : Select “NO” if you do not wish to make any further transactions and remove theTransaction Record. You should keep the Transaction Record for your own referenceonly.

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Owing to space constraints on UOB Group’s IB website screen, the following terms will appear inabbreviated form:-

“CDP” : The Central Depository (Pte) Limited“CPF” : The Central Provident Fund“NRIC” or I/C” : National Registration Identity Card“PR” : Permanent Resident“SGD” or “$” : Singapore Dollars“SCCS” : Securities Clearing & Computer Services (Pte) Ltd“SGX-SESDAQ” : The SGX-ST Dealing and Automated Quotation System“SGX-ST” : Singapore Exchange Securities Trading Limited

Steps for an Internet Electronic Application through the IB website of UOB Group

STEP 1 : Connect to UOB website at http://www.uobgroup.com

2 : Locate the Login icon at the top title bar of the Home Page

3 : Click on Login > to UOB Personal Internet Banking

4 : Enter your Username and Password and click “Submit”

5 : Select “Investment Services” (“IPO” Application should be the default transaction thatappears, if not click IPO Application)

6 : Read the IMPORTANT notice and complete the declaration found on the bottom of thepage by answering Yes/No to the questions

7 : Click “Continue”

8 : Select your country of residence (you must be residing in Singapore to apply) and click“Continue”

9 : Select the IPO counter from the drop list (if there are concurrent IPOs) and click“Continue”

10 : Select the IPO type and payment mode if multiple options are available:-

(a) Check the share counter

(b) Select “Fixed price” or “Tender price”

(c) Select the mode of payment and account to debit

(d) Click “Continue”

11 : Read the IMPORTANT instructions and click on “Confirm” to confirm that:-

(a) You have read, understood and agreed to all the terms and conditions of thisapplication and the Prospectus/Document or Supplementary Document;

(b) You consent to disclose your name, I/C or passport number, address, nationality,CDP Securities Account number, CPF Investment Account number, andapplication details to the share registrars, CDP, SGX-ST, CPF Board,issuer/vendor(s);

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(c) This application is made in your own name and at your own risk

For FIXED/MAX price share application, this is your only application. For TENDERprice share application, this is your only application for this share at the selected tenderprice

(d) For Foreign currency securities, subject to the terms of the issue, please notethe the following: The application monies will be debited from your bank accountin S$, based on the Bank’s prevailing board rates at the time of application. Thedifferent prevailing board rates at the time of application and at the time of refundof application monies may result in either a foreign exchange profit or loss, orapplication monies may be debited and refunds credited in S$ at the sameexchange rate.

(e) For 1st-come-1st serve securities, the number of securities applied for may bereduced, subject to the availability at the point of application.

12 : Check details of your application, your NRIC/Passport number, CDP Securities AccountNumber and the number of shares applied for, share counter, payment mode andaccount to debit.

13 : Click “Confirm”, “Edit” or “Cancel”.

14 : Print the Confirmation Screen (optional) for your own reference.

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AND ACCEPTANCE