2011 ANNUAL REPORT - Excelpoint Technologyexcelpoint.listedcompany.com/misc/ar2011.pdf · pioneer...

2011ANNUALREPORTEXCELPOINT TECHNOLOGY LTD

THE GATEWAY TO ASIA

ContentsCorporate Profi le 01

A Letter to Shareholders 02

Regional Presence 04

Operations Review 06

Financial Highlights 08

Financial Review 09

Awards & Accolades in 2011 10

Board of Directors 12

Key Management 14

Corporate Structure 15

Corporate Information 16

Financial Contents 17

EXCELPOINT TECHNOLOGY LTD | Annual Report 2011 1

About EXCELPOINT TECHNOLOGY LTD Company Registration No. 200103280C

Established in 1987, Excelpoint Technology Ltd (“Excelpoint” or the “Group”) is a

total solutions provider of quality electronics components, engineering designs and

supply chain services to original equipment manufacturers (“OEM”), original design

manufacturers (“ODM”) and electronics manufacturing services providers (“EMS”) in

the electronics industry.

Excelpoint has been working closely with its principals and customers to identify

new trends and technologies, and to create and test new technical features that will

complement their customers’ products. The Group has three research and development

(“R&D”) centres supported by a team of dedicated R&D professionals, creating

innovative solutions that will help customers go to market quickly and effi ciently. The

total solutions and reference designs created by Excelpoint are found in a number of

products and applications such as industrial instrumentation, wireless communications

and consumer electronics equipment.

Headquartered in Singapore, Excelpoint has facilities and offi ces in over 25 cities

across the Asia Pacifi c region including Malaysia, Thailand, Vietnam, China, India,

Indonesia, Korea, Philippines, New Zealand and Australia. Listed on the Main-Board of

the Singapore Exchange Securities Trading Limited (“SGX-ST”) the Group has a work

force of more than 500 employees across the region.

For more information about Excelpoint, please visit: www.excelpoint.com

Corporate Profile

2 Annual Report 2011 | EXCELPOINT TECHNOLOGY LTD

A Letter to Shareholders

The team did extremely well this year. By focusing on margins and managing expenses, they successfully turned in strong

bottom lines despite the marginal decrease in revenue.

Dear Shareholders,

It is my pleasure to deliver a set of good results this year. For the fi nancial year ended 31 December 2011, the Group turned in net profi t after tax of US$4.7 million, representing an increase of 84.8% compared to US$2.6 million reported in the previous fi nancial year.

To reward our shareholders, the Board recommends a fi rst and fi nal dividend of 0.5 Singapore cent and a special dividend of 0.3 Singapore cent per ordinary share, subject to your approval at the forthcoming Annual General Meeting.

THE HIGHLIGHTS IN 2011

Human CapitalThe team did extremely well this year. By focusing on margins and managing expenses, they successfully turned in strong bottom lines despite the marginal decrease in revenue.

Operationally, we reined in our expenses. This is refl ected in the 3.1% or US$1.0 million rise in total operating expenses, with increases mainly in selling and distribution expenses.

I am pleased to see the improvement in the business management capabilities of our team. Having invested the last few years honing their skills, the team has proven their prowess and ability to help us better manage our businesses across the region. Going forward, we will continue to strengthen the quality of our team in order to ensure that we have the best people to steer our future growth.

Geographic Reach Corresponding to evolving market needs, we have consolidated our operations, expanded our presence in some countries and entered new markets.

In the PRC, our presence will continue to grow as we reach out to the inner cities. Furthermore, with the country’s growing domestic spending propensity, this market will continue to bring new opportunities for us. At the close of FY2011, we have more than ten offi ces in the PRC reaching out to customers located in various parts of the country. Being one of the key pillars of the Excelpoint business network, our business from Hong Kong and the PRC contributed approximately 71.7% of our total revenue in FY2011.

In the South East Asian markets, the team adopts a different strategy due to the different product mix. This year, revenue contribution from this geographic area is lower due to less activities in the contract manufacturing industry. Nonetheless, we believe that there are still abundant opportunities in the South East Asian region. In FY2011, we expanded to the Indonesian market and while it is still early days, we are already making inroads into the market.


Research and DevelopmentWe continue to invest in research and development. In my message last year, I commented on our efforts to focus on healthcare, homecare, power saving, renewable energy and environmentally friendly sectors. In FY2011, we launched our infant-care product – the Intelligent Baby Monitoring Mat. This is one of the world’s pioneer technologies using state-of-the-art fi ber optic sensing technology to detect normal breathing cycles, apneic episodes, movements and special events for example – abnormal breathing patterns in new born babies. Not long after its launch, the Intelligent Baby Monitoring Mat was voted as one of the twelve fi nalists of “The Wall Street Journal’s Asian Innovation Awards 2011”, which recognizes innovations that break with conventional processes in creative ways.

Ensuring Perpetuity Last year, I committed to ensure succession by grooming a new generation of leaders. This is still ongoing and our performance in FY2011 bears witness to the capabilities of our team. It is our aim to ensure that as an organization, Excelpoint gets better and stronger each year. We will achieve this by continually strengthening our three key pillars – the Human, Financial and Knowledge Capitals. We measure this not only by our fi nancial performance but included in our score card is the total evaluation of these three areas. This will help us ensure the organization’s ability to sustain and navigate itself through both good and bad years.

OUR OUTLOOK FOR 2012

The new fi nancial year brings with it many uncertainties and challenges. The problems in the European Union and the sluggish growth in the US are expected to ultimately impact Asia. Despite our optimism and confi dence, we will continue to exercise prudence in our business management as the economic headwinds set in.

This is a year during which we need to exercise caution with risk management taking precedence. Guided by our Board and the team, I am confi dent that we will weather the challenges ahead of us, making it another valuable experience for the organization while we continue to deliver value to our stakeholders.

IN APPRECIATION

I take this opportunity to thank all our shareholders, customers, principals and bankers for their trust and confi dence in Excelpoint. To the Board, I thank all our directors for their patience and their guidance over the years. With your help, we will groom Excelpoint into a world-class organization. To the team at Excelpoint, you have done us proud and thank you for your dedication and hard work, without which we would not have been able to achieve the good results today. The new fi nancial year will bring many more challenges but I am sure that together we will weather the diffi culties ahead, making it another successful year for Excelpoint.

Yours sincerely,

Albert Phuay Yong Hen Chairman and Group CEO

EXEXCEXCEXCEXCEXCEXCXCEXEXEXCEEXCXCEXCEXCXXCX ELPELPELPELPELPELPLPELPELELPELPELLLPELPELELPELLEE OINOINOINOINOINOINOINOINOINOOOIOOINNNOINNNOINO NNT TT TT TT TT TT TT TTTT TECHECHECHECCHECHHHHECHECC NONOLNOLNOLNOLOLLNOLNOLNOLNONONONNON OGYOGYOGYOGYOGOGYOGYGYYYYOGYOGYGYYYGYYOGY LTLLTLTLTLTLTLTLLLTLLLLL DD D DD D DDDDDDDD |||| | | | || ||| AnnAnnAnnnnAnnAnnAnnnAnnAnnAnnAAnnAnnAnnAAnnnualualualluaualuauuuauuuu l ReReeReRRRR porporpoporpororp rpppop t 2t 2t 2t 2t 222222222201101101101101101000110 33333333333333333333333333

thank all our directors for their patience we will groom Excelpoint into a world-have done us proud and thank you

h we would not have been able to ear will bring many more challenges ffi culties ahead, making it another


SINGAPOREHeadquarters

MALAYSIAKuala LumpurPenang

THAILANDBangkok

VIETNAMHo Chi Minh City

KOREASeoul

INDONESIAJakarta

PHILIPPINESManila

AUSTRALIASydney

NEW ZEALANDChristchurch

CHINABeijingChengduGuangzhouHong KongNanjingQingdaoShanghaiShenzhenWuhanXiamenXi’an

INDIABangaloreHyderabadMumbaiNew DelhiPune

Regional Presence


CONSUMER

COMMUNICATIONS

LED

INDUSTRIAL

AUTOMOTIVE

CONSUMER


The performance of the Group this year refl ects the growing business management capabilities of the team. Their abilities to switch product mix, control costs and improve margins have been instrumental in the strong fi nancial performance of the Group in FY2011.

Across the organization, rationalization of product lines and careful evaluation of product lines profi tability have resulted in the addition of new product lines and the cessation of certain product lines. Furthermore, to ensure that the teams across Asia are coordinated, quarterly and semi-annual regional meetings were held to review the business performance and share market intelligence.

As principals consolidate their distribution strategies globally, they are increasingly looking to appoint selected distributors with extensive market reach to reduce resource duplication and improve effi ciencies. Corresponding to this shifting trend, Excelpoint has similarly expanded its operations and upgraded the competencies within its team, readying them to take on expanded roles. The growing business management capabilities within the Group are evidenced by the margin improvement despite the marginally lower revenue this year.

For the fi nancial year ended 31 December 2011, the Group’s revenue totalled US$489.4 million compared to US$496.4 million reported in the previous fi nancial year. Net profi t after tax rose by 84.8% from US$2.6 million to US$4.7 million at the close of FY2011. The key factors underlying the performance this year are the shifts in the product mix and the tight control on operating expenses, which reported a year-on-year increase of 3.1%. Additionally, strong credit policies and strategic inventory management have helped the Group improved the quality of its trade debtors and enhanced the management of its cash and fi nancial resources.

Geographically, Hong Kong and the PRC maintained its lead as the largest revenue contributor, accounting for approximately 71.7% of the Group’s aggregate revenue. The balance of the 28.3% comprises revenue contribution from markets in South East Asia, India and other markets.

OPERATIONAL HIGHLIGHTS

Hong Kong and the PRC marketsCustomer demand remained vibrant. Led by the industrial segment, all product segments turned in strong performance. In addition, the Group also benefi ted from the ongoing expansion from the 3G market in the PRC.

Operations Review


In the current year, there was addition of some new product lines while other product lines were eliminated. In response to the growing market demand for LED products, a new product line was added this year.

The Group continues to expand its reach into the PRC market through its network of more than 10 offi ces in the PRC. In particular, the inner cities provide good growth opportunities where manufacturing activities are picking up speed.

South-East Asia, India and Other marketsRevenue from the South-East Asian market accounted for about 20.6% of the Group’s total revenue. In this region, the Group has a different business model that caters mainly to the needs of contract manufacturers. In FY2011, contribution from this region was lower due to reduced activities in the contract manufacturing industry.

This year, the Group expanded into the Indonesian market. The outlook for this market is promising in view of its size and population. Despite its recent entry, the Group has already established strategic relationships, paving the way for it to tap into new business opportunities in the country.

New Product Lines Added A total of seven new product lines were added and four product lines were terminated this year. The new additions to the Group comprise:

• Trinamic• Samsung LED• Rockchip• GLead• Digital Identifi cation• MOSO• Mitsubishi Electric

Research and Development Activities FY2011 saw the launch of the Group’s fi rst infant care product – the Intelligent Baby Monitoring Mat. Incorporating the state-of-the-art fi ber optic sensing technology, this product has been designed to detect normal breathing cycles, apneic episodes, movements and abnormal breathing patterns in new born babies. Being one of the world’s pioneer technologies, the Intelligent Baby Monitoring Mat was voted as an innovation that breaks with conventional processes in creative ways. It was one of the twelve fi nalists in “The Wall Street Journal’s Asian Innovation Awards 2011”.

This product is presently sold by distributors in various Asian markets. The research and development team is also working on enhancing the capabilities of this product and expanding its usage to address a broader spectrum of needs in the healthcare industry.


2011 2010 2009 2008 2007

Result of Operations (US$’000)Total revenue 489,376 496,391 356,884 436,476 486,785 Profi t/(loss) before taxation 6,092 3,302 (1,054) (854) 2,104 Profi t/(loss) after taxation attributable to equity holders 4,741 2,566 (1,763) (1,465) 1,210 Earnings/(loss) per share (cent)* 0.94 0.51 (0.36) (0.30) 0.25 Return on equity (%) 0.10 0.06 (0.04) (3.50) 2.70

Balance Sheets (US$’000)Shareholders’ equity 46,717 44,472 41,316 41,805 44,169 Fixed assets 3,287 3,587 3,940 5,027 5,736 Intangibles 326 326 326 326 223 Current assets 142,885 133,733 112,968 104,662 144,278 Current liabilities 101,017 95,593 77,225 67,958 105,645 Net current assets 41,868 38,140 35,743 36,704 38,633 Non-current liabilities - - 20 252 423 Borrowings 29,689 30,807 20,077 27,875 31,655 Net assets value per share (cent)** 9.26 8.81 8.11 8.60 9.09

* Earning per share excluding treasury shares for FY2011 computed based on weighted average number of ordinary shares of 504,659,200 (FY 2010 = 506,311,551, FY 2009 = 489,302,063, FY 2005 to 2008 = 486,022,200)

** Net assets value per share excluding treasury shares for FY 2011 computed based on the number of ordinary shares of 504,659,200 (FY 2010 = 504,659,200, FY 2009 = 509,502,200, FY 2005 to 2008 = 486,022,200)

For revenue contribution by business segments, Hong Kong Business Unit turned in revenue of US$308.9 million while Singapore Business Unit generated revenue of US$180.5 million.

REVENUE BY BUSINESS SEGMENTS

HONG KONG BUSINESS UNIT(comprising Hong Kong and the PRC)

SINGAPORE BUSINESS UNIT(comprising Singapore, Malaysia, Thailand, Philippines, Vietnam, India, Indonesia, Korea, New Zealand and Australia)

Geographically, Hong Kong / PRC accounts for about 71.7% of the Group’s revenue. This is followed by South-East Asia which contributed approximately 20.6% of the Group revenue.

REVENUE BY GEOGRAPHICAL LOCATION

Financial Highlights

South-East Asia

India

Hong Kong / PRC

Others

3.6%

4.1%

20.6%

71.7%63.1%

36.9%


Financial Review

OPERATIONAL EFFICIENCY

Overall operating effi ciency is slightly lower compared to the previous year due to the higher business activities and the higher inventory balance at the close of the fi nancial year. Trade debtors’ turnover rose from 41 days to 46 days while trade creditors rose from 42 days to 48 days. Inventory turnover was 49 days compared to 37 days in the corresponding period last year due to higher inventory stocking needs.

REVENUE (US$’000)

The Group’s revenue is marginally lower by 1.4% compared to the revenue reported in FY2010. This is due to its focus on selling higher margin products and services.

PROFIT AFTER TAXATION (US$’000)

Net profit after tax improved significantly by approximately 84.8% in FY2011 due to the Group’s focus on higher margin products and services.

DEBTORS T/O

(DAYS)

2010

41

2011

46

2009

46

2008

47

2007

50

CREDITORS T/O

(DAYS)

2010

42

2011

48

2009

46

2008

46

2007

55

INVENTORY T/O

(DAYS)

2010

37

2011

49

2009

45

2008

49

2007

45

2007 486,785

2008 436,476

2009 356,884

2010 496,391

2011 489,376

2010 2011200920082007

2010 2011200920082007

4,741

(1,465)

2,566

(1,763)

486,785 496,391 489,376

436,476

356,884

1,210

2010 2011200920082007

(1,465)

2,566

(1,763)

1,210

2010 2011200920082007

436,476

356,884

10 Annual Report 2011 | EXCELPOINT TECHNOLOGY LTD01010 AAAnnual Report 2011 | EXCELPOOIOIINININNNT TT TTT TT TT TTECHEECHECHECHC NONOLOLOLOLOLNOOLOLO OOOOGGGGGYOO LTD

Excelpoint was ranked #12 in the 2011 Top 25

Global Distributors List

from Electronic Engineering Times

2011 Most Preferred Overseas Franchised Distributors Award

from Electronics Supply &

Manufacturing - China

Singapore 1000 Company 2011

from DP Information Group

Outstanding MCU Design-Win Performance in South Asia

Pacific 2011

from NXP Semiconductors N.V.

Awards & Accolades in 2011


EXCELPOINT TECHNOLOGY LTD | Annual Report 2011 11EXEXCEXCELPELPELPOOINOINTT TECHNOLOGY LTD | Annual Report 2011 11

The Best Sales Growth Award - South Asia Pacific

from NXP Semiconductors N.V.

FY2011 ASEAN Top Design Revenue

Distributor

from Analog Devices, Inc.

Best Distributor China FY2011

from Analog Devices, Inc.

Best Distributor Award

from TCL Communication Technology Holding Ltd.



ALBERT PHUAY YONG HEN is the founder, Chairman and Group Chief Executive Offi cer of our Group. He was appointed as an Executive Director on 18 May 2001 and was last re-elected on 7 April 2010. He is also a member of the Nominating Committee.

He oversees the general management of our business and is also responsible for our Group’s strategic direction, planning and business development.

Prior to forming Excelpoint Systems (Pte) Ltd (“ESPL”), Mr. Phuay held various management positions in several companies from 1977-1986.

Mr. Phuay holds a Technical Certifi cate in Electronics from the Institute of Technical Education in Singapore. He also received a Long Service Award certifi cate from the Ministry of Community Development and Sports in recognition of his voluntary contributions as a Probation Offi cer since 1985.

Albert Phuay Yong Hen Alan Kwan Wai Loen David Kok Fat Keung

Board of Directors

ALAN KWAN WAI LOEN was appointed as an Executive Director on 18 May 2001 and was last re-elected on 8 April 2009. He advises and assists the Business Unit on the strategic alliance within the Group.

Mr. Kwan holds a Diploma in Production Engineering from the Singapore Polytechnic, a Diploma in Marketing Management from the Ngee Ann Polytechnic and a Diploma from the Chartered Institute of Marketing in the United Kingdom.

DAVID KOK FAT KEUNG was appointed as an Executive Director on 5 July 2001 and was last re-elected on 6 April 2011.

He is the Chief Operating Offi cer of the Excelpoint Systems (H.K.) Limited (“ESHK”) Group and was appointed as a Director of ESHK in 1995. He is responsible for the general management and business development of the ESHK Group.

Mr. Kok holds an Ordinary Certificate in Electronics Engineering from the Morrison Hill Technical Institute of Hong Kong.


Sunny Wong Fook Choy Professor Low Teck Seng Kwah Thiam Hock

SUNNY WONG FOOK CHOY was appointed as an Independent Director on 13 November 2003 and was re-elected on 6 April 2011. He is the Chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee.

He is a practising advocate and solicitor of the Supreme Court of Singapore. He started his legal career in 1982. He is currently the Managing Director of Wong Tan & Molly Lim LLC.

Mr. Wong holds a Bachelor of Laws (Honours) from the National University of Singapore. He is a Director in the following public listed companies in Singapore: Albedo Limited, Mencast Holdings Ltd and KTL Global Limited.

PROFESSOR LOW TECK SENG was appointed as an Independent Director on 19 April 2006 and was re-elected on 8 April 2009. He is the Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee.

Professor Low is currently the Managing Director of Singapore’s A*STAR (Agency for Science, Technology and Research), a

Board Member of the Workplace Safety and Health Council and the National Community Leadership Institute, a tenured Professor at Nanyang Technological University and Senior Advisor to the President of NTU.

He holds a Bachelor of Science (First Class, 1978) and Ph.D (1982) from the Southampton University, United Kingdom. He is currently an Independent Director at Innotek Ltd and Singapore Post Limited.

KWAH THIAM HOCK was appointed as an Independent Director on 18 April 2007 and was re-elected on 7 April 2010. He is the Chairman of the Audit Committee and also a member of the Remuneration Committee.

Presently, Mr. Kwah also holds Independent Directorships at Select Group Limited, Wilmar International Limited and Teho International Inc. Ltd.

Mr. Kwah holds a Bachelor in Accountancy from the National University of Singapore. He is a Fellow CPA of Australian Society of Accountants and also a Fellow Member of both the Institute of Certifi ed Public Accountants of Singapore and ACCA (UK).


WILLIAM LOW MONG CHAI is the Vice President of Operations of the ESPL Group. He oversees the overall operations of the ESPL Group.

Mr. Low holds a Diploma in Production Engineering and Industrial Systems from the Singapore Polytechnic and a Manufacturing Management Consultant Certifi cate from SANNO Institute of Business Administration in Japan. He is also a Certifi ed Practitioner of Method-Time-Measurement-2 from Method-Time-Measurement Association Limited in the United Kingdom.

HERBERT KWOK FEI LUNG is the Senior Vice President of Business Unit of the ESHK Group. He oversees all the activities for PRC (including Hong Kong).

Mr. Kwok holds a Higher Diploma in Marine Electronics from the Hong Kong Polytechnic.

PHUAY YONG CHOON is the Vice President of Sales of the ESHK Group. He is responsible for and oversees the sales activities of the ESHK Group for PRC (including Hong Kong).

Mr. Phuay holds a Diploma in Electronics and Communications from the Singapore Polytechnic and a Postgraduate Diploma in Sales and Marketing from the Chartered Institute of Marketing in the United Kingdom.

Key Management

GE YIXIN is the Vice President of Field Applications of the ESHK Group. His areas of responsibilities include planning of technical designs and evaluation of projects for the design and development divisions of the ESHK Group.

Mr. Ge holds a degree in Automatic Manufacturing Systems from the Shanghai University of Technology and was conferred the Masters of Engineering degree by the same university.

PHUAY YONG HUA is the Group Vice President of HR & Admin of ETL. He oversees the human resource and administrative divisions of the ETL Group.

Mr. Phuay holds an Electronics Servicing Certifi cate from the Institute of Technical Education in Singapore.

IVAN LEE SEE THIAM is the Group Chief Financial Offi cer of ETL. He oversees the overall fi nancial activities of the Group.

Mr. Lee holds a Masters of Commerce (Accounting and Finance) from The University of Sydney, Australia and a Bachelor of Business Administration with Merit from the National University of Singapore.


EXCELPOINT TECHNOLOGY LTD

Corporate Structure

EXCELPOINT SYSTEMS (H.K.) LIMITEDHONG KONG (100%)

Excelpoint International Trading (Shenzhen) Co., Ltd

PRC (100%)

Excelpoint International Trading (Shanghai) Co., Ltd

PRC (100%)

Branches: Beijing, Chengdu, Guangzhou, Nanjing,

Qingdao, Wuhan, Xiamen, Xi’an

LIGHTS ELECTRONICS PTE LTDSINGAPORE (100%)

Lights Electronics (Shanghai) Co., Ltd.PRC (100%)

Sun Lights Electronics (M) Sdn. Bhd.Malaysia (100%)

Representative OfficesIndia - Bangalore, New Delhi

EXCELPOINT SOLUTIONS PTE. LTD.SINGAPORE (100%)

PLANETSPARK PTE. LTD.SINGAPORE (100%)

EXCELPOINT SYSTEMS (PTE) LTDSINGAPORE (100%)

Excelpoint Systems Sdn. Bhd.Malaysia (100%)

Excelpoint Systems (Pte) Ltd(Australia Branch)

Australia

Excelpoint Systems (India) Pvt LtdIndia (100%)

Representative OfficesIndia - Bangalore

Indonesia - JakartaKorea - Seoul

New Zealand - ChristchurchPhilippines - ManilaThailand - Bangkok

Vietnam - Ho Chi Minh City


BOARD OF DIRECTORSExecutiveAlbert Phuay Yong Hen(Chairman and Group Chief Executive Offi cer)Alan Kwan Wai LoenDavid Kok Fat Keung

Non-ExecutiveSunny Wong Fook Choy (Independent)Professor Low Teck Seng (Independent)Kwah Thiam Hock (Independent)

AUDIT COMMITTEEKwah Thiam Hock (Chairman)Sunny Wong Fook Choy (Member)Professor Low Teck Seng (Member)

NOMINATING COMMITTEEProfessor Low Teck Seng (Chairman)Sunny Wong Fook Choy (Member)Albert Phuay Yong Hen (Member)

REMUNERATION COMMITTEESunny Wong Fook Choy (Chairman)Professor Low Teck Seng (Member)Kwah Thiam Hock (Member)

COMPANY SECRETARIESTan Cher LiangWong Yoen Har

Corporate Information

REGISTERED OFFICE AND BUSINESS ADDRESS15 Changi Business Park Central 1#06-00Singapore 486057Tel: 6741 8966Fax: 6741 8980Website: www.excelpoint.comCompany Registration No. 200103280C

SHARE REGISTRARBoardroom Corporate & Advisory Services Pte. Ltd.50 Raffl es Place#32-01 Singapore Land TowerSingapore 048623Tel: 65-6536 5355Fax: 65-6536 1360

AUDITORSErnst & Young LLPPublic Accountants and Certifi ed Public AccountantsOne Raffl es QuayNorth Tower Level 18Singapore 048583

AUDIT PARTNER-IN-CHARGEYee Woon Yim(since fi nancial year ended 31 December 2007)


18 | Report on Corporate Governance

26 | Directors’ Report

29 | Statement by Directors

30 | Independent Auditors’ Report

31 | Consolidated Income Statement

32 | Consolidated Statement of Comprehensive Income

33 | Balance Sheets

34 | Statements of Changes in Equity

37 | Consolidated Cash Flow Statement

38 | Notes to the Financial Statements

84 | Statistics of Shareholdings

86 | Notice of Eleventh Annual General Meeting

Proxy Form

Financial Contents


Report on Corporate Governance

Excelpoint Technology Ltd (the “Company”) is committed to having and maintaining high standards of corporate governance. The Company believes that good corporate governance inculcates an ethical environment and enhances the interest of all shareholders. Since our incorporation on 18 May 2001 and our subsequent admission to the Offi cial List of The Singapore Exchange Securities Trading Limited (the “SGX-ST”), we have taken steps to comply with the Code of Corporate Governance (the “Code”).

The Group’s approach in FY2011 remains unchanged. This Report describes the Company’s corporate governance processes and activities with specifi c reference to the Code in its annual report.

Board Matters

Principle 1: THE BOARD’S CONDUCT OF ITS AFFAIRS

The principal functions of the Board are:-

1.1 Approving the broad policies, strategies and fi nancial objectives of the Company and monitoring the performance of management;

1.2 Overseeing the processes for evaluating the adequacy of internal controls, risk management, fi nancial reporting and compliance;

1.3 Approving the nominations of directors and appointment of key personnel;

1.4 Approving major funding proposals, investment and divestment proposals; and

1.5 Assuming responsibility for corporate governance.

The Board makes decisions in matters specifi cally involving confl ict of interest situations relating to a substantial shareholder or a director, material acquisitions and disposal of assets, corporate or fi nancial restructuring and share issuances, dividends and other returns to shareholders and other matters which require Board approval as specifi ed under the Company’s interested person transaction policy.

The Board conducts regular scheduled meetings. Ad-hoc meetings are convened when circumstances require. The Company’s Articles of Association allow a Board meeting to be conducted by way of telephone conference or by means of similar communication equipment whereby all persons participating in the meeting are able to hear each other. The Board is supported by the Audit Committee, Remuneration Committee and Nominating Committee. The attendance of the Directors at these meetings is disclosed in this Report.

Principle 2: BOARD COMPOSITION AND BALANCE

The Board currently comprises three Executive Directors and three Independent Directors. The Board has examined its size and is satisfi ed that it is an appropriate size for effective decision making, taking into account the nature and scope of the Company’s operations. The Independent Directors consist of respected individuals from different backgrounds whose core competencies, qualifi cations, skills and experience are extensive and complementary. The independence of each Independent Director is reviewed by the Nominating Committee annually in accordance with the guidelines of the Code. The Board of Directors is as follows:-



Executive Directors

Albert Phuay Yong Hen Alan Kwan Wai Loen David Kok Fat Keung

Independent Directors

Sunny Wong Fook ChoyProfessor Low Teck SengKwah Thiam Hock

Profi les of the Directors are found on pages 12 and 13 of this Annual Report.

Principle 3: ROLE OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The Chairman and Group CEO, Albert Phuay Yong Hen, plays an instrumental role in developing the business of the Group and provides the Group with strong leadership and vision. He is responsible for the day-to-day running of the Group as well as the exercise of control over the quality, quantity and timeliness of information fl ow between the Board and Management. As the Chairman and Group CEO, he also schedules Board meetings, oversees the preparation of the agenda for Board meetings and ensures the Group’s compliance with the Code. The role of Chairman is not separate from that of the Group CEO as the Board considers that there is considerable accountability and transparency within the Group. The Independent Directors currently form half the composition of the Board and exercise objective judgement on corporate matters impartially, thus ensuring a balance of power and authority. As such, it would not be necessary for the Group to effect a separation of the role of Chairman and Group CEO.

Principle 4: BOAD MEMBERSHIP

Nominating Committee (“NC”)

The Nominating Committee comprises the following directors:-

Professor Low Teck Seng (Chairman)Sunny Wong Fook Choy (Member)Albert Phuay Yong Hen (Member)

The NC met once in FY2011. The NC’s principal functions are to:-

4.1 Identify candidates and review all nominations for the appointment or re-appointment of members of the Board of Directors and the members of the various Board Committees for the purpose of proposing such nominations to the Board for its approval;

4.2 Determine the criteria for identifying candidates and reviewing nominations for the appointments referred to in paragraph 4.1;

4.3 Decide the manner in which the Board’s performance may be evaluated and propose objective performance criteria for the Board’s approval;



4.4 Assess the effectiveness of the Board as a whole, and the contribution by each individual director to the effectiveness of the Board; and

4.5 To determine on an annual basis the independence of Directors.

The NC had held a meeting in February 2012 for the nomination of directors for the Eleventh Annual General Meeting (“AGM”).

At present, new directors are appointed by way of a Board resolution, upon the NC’s approval of their appointment. The new directors must submit themselves for re-election at the next AGM of the Company. In addition, the Company’s Articles of Association requires all Directors to retire from offi ce at regular intervals and at least once every three years.

Although the Independent Directors and the Chairman and Group CEO hold directorships in other companies which are not in the Group, the Board is of the view that such multiple board representations do not hinder them from carrying out their duties as directors. These Directors would widen the experience of the Board and give it a broader perspective.

Principle 5: BOARD PERFORMANCE

The NC, in considering the re-appointment of any director, evaluates the performance of the director. The NC and the Chairman of the Board implemented a self-assessment process that required each director to assess the performance of the Board as a whole for FY2011. The self-assessment process took into consideration, inter alia, board structure, corporate strategy and planning, risk management and internal control, performance measurement and compensation, succession planning, fi nancial reporting, conduct of meetings and communication with shareholders.

The NC is of the opinion that the independence of the non-executive directors is maintained and that each director has contributed to the effectiveness of the Board as a whole and has recommended the re-election of the following Directors to be put forward for re-election at the forthcoming Annual General Meeting:-

Professor Low Teck Seng (Retiring pursuant to Article 104)Mr. Alan Kwan Wai Loen (Retiring pursuant to Article 104)

The attendance of each Director at meetings of the Board and Audit Committee during the fi nancial year ended 31 December 2011 is as follows:-

Attendance at Board and Committee Meetings

Name of Directors Board Audit Committee (“AC”) Nominating Committee (“NC”)

Remuneration Committee (“RC”)

No. of Meetings Attendance No. of

Meetings Attendance No. of Meetings Attendance No. of

Meetings Attendance

Albert Phuay Yong Hen 4 4 - - 1 1 - -

Alan Kwan Wai Loen 4 4 - - - - - -

David Kok Fat Keung 4 4 - - - - - -

Sunny Wong Fook Choy 4 4 4 4 1 1 1 1

Professor Low Teck Seng 4 4 4 4 1 1 1 1

Kwah Thiam Hock 4 4 4 4 - - 1 1



Principle 6: Access to Information

Prior to each Board meeting, the Board is supplied with relevant information by the management pertaining to matters to be brought before the Board for decision as well as ongoing reports relating to operational and fi nancial performance of the Group.

In addition, the Board has separate and independent access to senior management and the Company Secretaries at all times. Should directors, whether individually or as a group, need independent professional advice, the Company Secretaries will, upon direction by the Board, appoint a professional advisor selected by the group or individual, and approved by the Chairman to render advice. The cost of such professional advice will be borne by the Company.

At least one of the Company Secretaries attends all Board meetings and Committee meetings and is responsible to ensure that Board procedures are followed.

Remuneration Matters

Principles 7, 8 and 9: REMUNERATION MATTERS

Remuneration Committee (“RC”)

The Remuneration Committee comprises the following three Directors, of whom all are Independent Directors:-

Sunny Wong Fook Choy (Chairman)Professor Low Teck Seng (Member)Kwah Thiam Hock (Member)

The RC met once in FY2011. Its principal responsibilities are to:-

7.1 Recommend to the Board base pay levels, benefi ts and incentive opportunities, and identify components of pay which can best be used to focus management staff on achieving corporate objectives, including identifying equity-based incentives such as stock options;

7.2 Recommend to the Board the structure of the compensation program for directors and senior management to ensure that the program is competitive and suffi cient to attract, retain and motivate senior management of the required quality to run the Company successfully; and

7.3 Review compensation packages of directors, senior management and employees who are related to the Executive Directors and Controlling Shareholders (including the compensation package of the CEO) annually and determine appropriate adjustments for approval by the Board.

The Company has adopted the Excelpoint Share Option Scheme which was approved by the shareholders at an Extraordinary General Meeting held on 13 November 2003. To-date, no options had been granted.

Our Executive Directors are paid based on their Service Agreements with the Company as disclosed in the Company’s Prospectus dated 18 December 2003. The Agreements were revised in 2008 and were renewed for a further period of three years from 1 January 2011. The Independent Directors are paid basic fee and additional fees for serving on any of the committees.



Key executives’ remuneration is set in accordance with a remuneration framework comprising basic salary (including variable bonuses and benefi ts-in-kind). To preserve the confi dentiality of the remuneration packages of these key executives, the breakdown (in percentage terms) of each executive’s remuneration is not disclosed. The remuneration in FY2011 of the Directors and key executives are set out below:-

Directors’ Remuneration

FY2011No.of Directors

FY2010No. of Directors

S$500,000 and above 3 3

S$250,000 to below S$500,000 - -

Below S$250,000 3 3

Total 6 6

*Within Remuneration Bands of S$250,000 each

Top 5 Key Executives Remuneration



S$500,000 and above - -

S$250,000 to below S$500,000 5 4

Below S$250,000 - 1

Total 5 5

*Within Remuneration Bands of S$250,000 each

There are two employees who are immediate family members of our Chairman and Group CEO and their remuneration are between S$250,000 to below S$500,000 for FY2011.

No. of Employees Related To

Phuay Yong Hua Mr. Phuay Yong Hen (Chairman and Group CEO)

Phuay Yong Choon Mr. Phuay Yong Hen (Chairman and Group CEO)

Excelpoint Performance Share Scheme

The Company has adopted the Excelpoint Performance Share Scheme (“the Scheme”) to increase the Company’s fl exibility and effectiveness in its continual efforts to reward, retain and motivate employees to achieve superior performance, which was approved by the shareholders at, the Extraordinary General Meeting held on 25 June 2008.

To-date, no performance shares had been granted.



Accountability and Audit

Principle 10: ACCOUNTABILITY AND AUDIT

The Board seeks to provide shareholders with a comprehensive view of the Company’s fi nancial performance, position and prospects on a quarterly basis.

Principle 11: AUDIT COMMITTEE (“AC”)

The AC comprises the following three directors, all of whom are Independent Directors:-

Kwah Thiam Hock (Chairman)Professor Low Teck Seng (Member)Sunny Wong Fook Choy (Member)

All the members of the AC have had many years of experience in senior management positions in different sectors. The Board is of the view that the members of the AC have suffi cient fi nancial management expertise and experience to discharge the AC’s functions.

The AC meets quarterly to perform the following key functions:-

11.1 Recommends to the Board of Directors, the external and internal auditors to be nominated, approves the compensation of the external auditors, and reviews the scope and results of the audit;

11.2 Reviews (with the other committees, management, and the external and internal auditors) signifi cant risks or exposures that exist and assesses the steps management has taken to minimise such risk to the Company;

11.3 Reviews with the Group Chief Financial Offi cer and external auditors at the completion of the annual examination:- the external auditors’ audit of the annual fi nancial statements and reports; the adequacy of the Group’s system of accounting controls; the level of assistance and cooperation given by management to external auditors; any signifi cant fi ndings and recommendations of the external auditors and internal auditors and the related

management’s responses thereto; and any signifi cant changes required in the external auditors’ audit plan, any serious diffi culties or disputes with management

encountered during the course of the audit and their resolution, and other matters related to the conduct of the audit.

11.4 Reviews legal and regulatory matters that may have a material impact on the fi nancial statements’ related exchange compliance policies, and programs and reports received from regulators;

11.5 Reports actions and resolutions of the AC to the Board of Directors with such recommendations as the AC considers appropriate.

The AC has the expressed power to conduct or authorise investigations into any matters within its terms of reference. Minutes of AC meetings are regularly submitted to the Board for its information and review.

Pursuant to Listing Rule 716, the Board and the AC are satisfi ed that the appointment of different auditors for its signifi cant subsidiaries would not compromise the standard and effectiveness of the audit of the Company.



In appointing the auditing fi rms for the Company, subsidiaries and signifi cant associated companies, we have complied with Listing Rules 712 and 715.

The AC has conducted an annual review of the volume of non-audit services to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the auditors before confi rming their re-nomination. The audit service and non-audit service fees paid or payable for the fi nancial year ended 31 December 2011 amount to US$230,000 and US$53,000 respectively.

The AC also conducts reviews of interested person transactions and meets with the external auditors, without the presence of management, at least once a year. For FY2011, the AC met once with the external and internal auditors without presence of the management.

No material contract involving the interests of any director or controlling shareholder of the Company has been entered into by the Company or any of its subsidiary since the end of the previous fi nancial year.

The Company has in place a whistle-blowing framework, which provides an avenue for the staff of the Company to raise concerns about improprieties and the independent investigation of such matters by the AC. Contact details of AC have been made available to all staff.

Principle 12: INTERNAL CONTROLS

The Board believes in the importance of maintaining a sound system of internal controls to safeguard the interests of the shareholders and the Group’s assets. In the absence of any evidence to the contrary, the Board believes that the system of internal controls maintained by the Company’s management is adequate to meet the needs of the Group in its current business environment.

However, the Board notes that no system of internal controls can provide absolute assurance against the occurrence of material errors, poor judgement in decision making, human error, losses, fraud or other irregularities.

As part of the annual statutory audit on fi nancial statements, the external auditors report to the AC and the appropriate level of management any material weaknesses in fi nancial controls over the areas which are signifi cant to the audit.

The Board of Directors and the Audit Committee have reviewed the adequacy of the Group’s internal controls that address the Group’s fi nancial, operational and compliance risks. Based on the review conducted, the Board of Directors and the Audit Committee are of the opinion that, in the absence of any evidence to the contrary, the system of internal controls in place are adequate in meeting the current scope of the Group’s business operations.

Principle 13: INTERNAL AUDITS

Since FY2006, the Company, upon the recommendation of the AC, appointed Messrs Baker Tillly TFWLCL as internal auditors to review key business processes of the Company and its material subsidiaries with the primary objective of identifying signifi cant control issues that the AC and Management should focus their attention on.

In the discharge of its functions, the internal auditors report directly to the Chairman of the AC on functional matters and to the Group Chief Financial Offi cer on administrative matters. The AC reviews and approves the internal audit plans and ensures that resources are adequate to perform the function.



Communication with Shareholders

Principles 14 and 15: COMMUNICATION WITH SHAREHOLDERS AND GREATER SHAREHOLDER PARTICIPATION

The Company does not practise selective disclosure of material information. Material and price-sensitive information is always released on SGXNET after trading hours. Results and annual reports are announced or issued within the mandatory periods and are available on the Company website. When press conference and briefi ngs will be held on major events and fi nancial results, the management will only meet the press and analysts after the announcement is released on SGXNET.

All shareholders of the Company receive the annual report and Notice of AGM. The Notice is also advertised in a national newspaper. At AGMs, shareholders are given the opportunity to air their views and ask directors or management questions regarding the Company. Separate resolutions on each distinct issue are proposed at general meetings for approval. The external auditors and legal advisors (if necessary) are present to assist the Directors in addressing any queries by shareholders.

The Articles of Association allow a member of the Company to appoint one or two proxies to attend and vote in place of the member.

DEALINGS IN SECURITIES

The Company has issued an Internal Compliance Code on Securities Transactions to directors and key employees (including employees with access to price-sensitive information to the Company’s shares) of the Group setting out the code of conduct on transactions in the Company’s shares by these persons in compliance with the Rule 1207 (19) of the Listing Manual of the SGX-ST.

The Code forbids the trading of the Company’s shares at least one month before the announcement of the Company’s quarterly or full year results and ending one day after the announcement of the relevant results.

On Behalf of the Directors,

Albert Phuay Yong HenChairman and Group CEOSingapore


The directors are pleased to present their report to the members together with the audited consolidated fi nancial statements of Excelpoint Technology Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) and the balance sheet and statement of changes in equity of the Company for the fi nancial year ended 31 December 2011.

1. Directors

The directors of the Company in offi ce at the date of this report are:-

Albert Phuay Yong Hen (Chairman and Group Chief Executive Offi cer)Alan Kwan Wai LoenDavid Kok Fat KeungSunny Wong Fook ChoyProfessor Low Teck SengKwah Thiam Hock

2. Arrangements to enable directors to acquire shares and debentures

Except as described in paragraph 5 below, neither at the end of nor at any time during the fi nancial year was the Company a party to any arrangement whose objects are, or one of whose object is, to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares or debentures of the Company or any other body corporate.

3. Directors’ interest in shares and debentures

The following directors, who held offi ce at the end of the fi nancial year, had, according to the register of directors’ shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares of the Company as stated below:-

Direct interest Deemed interest

Name of directorAt the

beginning of fi nancial year

At the end of fi nancial year

At the beginning of fi nancial year

At the end of fi nancial year

Ordinary shares of the Company

Albert Phuay Yong Hen 238,131,520 238,131,520 12,990,840 12,990,840

Alan Kwan Wai Loen 31,291,220 31,291,220 – –

David Kok Fat Keung 2,579,620 2,579,620 – –

Sunny Wong Fook Choy 100,000 100,000 – –

There was no change in any of the above-mentioned interests in the Company between the end of the fi nancial year and 21 January 2012.

By virtue of Section 7 of the Singapore Companies Act, Cap.50, Albert Phuay Yong Hen, Alan Kwan Wai Loen, David Kok Fat Keung and Sunny Wong Fook Choy are deemed to have interests in shares of the subsidiaries of the Company, all of which are wholly-owned by the Company.

Except as disclosed in this report, no director who held offi ce at the end of the fi nancial year had interests in shares, share options, warrants or debentures of the Company, or of related corporations, either at the beginning of the fi nancial year, or date of appointment if later, or at the end of the fi nancial year.

Directors’ Report


4. Directors’ contractual benefi ts

Except as disclosed in the fi nancial statements, since the end of the previous fi nancial year, no director of the Company has received or become entitled to receive a benefi t by reason of a contract made by the Company or a related corporation with the director, or with a fi rm of which the director is a member, or with a Company in which the director has a substantial fi nancial interest.

5. Share plans

Options

At an Extraordinary General Meeting held on 13 November 2003, shareholders approved the Excelpoint Share Option Scheme (the “Scheme”) for the granting of non-transferable options that are settled by physical delivery of the ordinary shares of the Company. As at the date of this report, no options have been granted under the Scheme.

Performance shares

The Company has adopted the Excelpoint Performance Share Scheme, which was approved by the shareholders at the Extraordinary General Meeting held on 25 June 2008. As at the date of this report, no performance shares have been granted.

6. Audit Committee

The Audit Committee (“AC”) carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50, including the following:-

Reviews the audit plans of the internal and external auditors of the Company, and review the internal auditors’ evaluation of the adequacy of the Company’s system of internal accounting controls and the assistance given by the Company’s management to the external and internal auditors;

Reviews the quarterly and annual fi nancial statements and the auditors’ report on the annual fi nancial statements of the Company before their submission to the board of directors;

Reviews effectiveness of the Company’s material internal controls, including fi nancial, operational and compliance controls and risk management via reviews carried out by the internal auditors;

Meets with the external auditors, other committees, and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC;

Reviews legal and regulatory matters that may have a material impact on the fi nancial statements, related compliance policies and programmes and any reports received from regulators;

Reviews the cost effectiveness and the independence and objectivity of the external auditors;

Reviews the nature and extent of non-audit services provided by the external auditors;

Recommends to the board of directors the external auditors to be nominated, approves the compensation of the external auditors, and reviews the scope and results of the audit;

Reports actions and minutes of the AC to the board of directors with such recommendations as the AC considers appropriate; and

Reviews interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited’s Listing Manual.

Directors’ Report


6. Audit Committee (cont’d)

The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfi ed that the nature and extent of such services would not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions.

The AC convened four meetings during the fi nancial year with full attendance from all members. The AC has also met with internal and external auditors, without the presence of the Company’s management, at least once a year.

Further details regarding the AC are disclosed in the Report on Corporate Governance in the Annual Report of the Company.

7. Auditors

Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors.

On behalf of the board of directors,

Albert Phuay Yong HenDirector

Alan Kwan Wai LoenDirector

Singapore28 February 2012

Directors’ Report


We, Albert Phuay Yong Hen and Alan Kwan Wai Loen, being two of the directors of Excelpoint Technology Ltd, do hereby state that, in the opinion of the directors:-

(a) the accompanying balance sheets, consolidated income statement, consolidated statement of comprehensive income, statements of changes in equity, and consolidated cash fl ow statement together with the notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2011 and the results of the business, changes in equity and cash fl ows of the Group and the changes in equity of the Company for the fi nancial year ended on that date; and

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

On behalf of the board of directors,

Albert Phuay Yong HenDirector

Alan Kwan Wai LoenDirector

Singapore28 February 2012

Statement by Directors Pursuant to Section 201(15)


Report on the fi nancial statements

We have audited the accompanying fi nancial statements of Excelpoint Technology Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) set out on pages 31 to 83, which comprise the balance sheets of the Group and the Company as at 31 December 2011, the statements of changes in equity of the Group and the Company, the consolidated income statement, consolidated statement of comprehensive income and consolidated cash fl ow statement of the Group for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s responsibility for the fi nancial statements

Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profi t and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ responsibility

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

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

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

Opinion

In our opinion, the consolidated fi nancial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2011 and the results, changes in equity and cash fl ows of the Group and the changes in equity of the Company for the year ended on that date.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Ernst & Young LLPPublic Accountants and Certifi ed Public AccountantsSingapore28 February 2012

Independent Auditors’ Report To the Members of Excelpoint Technology Ltd


Group

Note2011

US$’0002010

US$’000

Revenue 4 489,376 496,391

Cost of sales (451,169) (461,399)

Gross profi t 38,207 34,992

Other income 5 1,363 782

Sales and distribution costs (20,778) (18,332)

General and administrative expenses (11,305) (10,906)

Finance costs 6 (788) (757)

Other expenses (607) (2,477)

Profi t before taxation 7 6,092 3,302

Income tax expense 8 (1,351) (736)

Profi t for the year and attributable to equity holders of the Company 4,741 2,566

Earnings per share attributable to equity holders of the Company (cents per share) 9 0.94 0.51

The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.

Consolidated Income Statement For the fi nancial year ended 31 December 2011


Group

Note 2011US$’000

2010US$’000

Profi t for the year 4,741 2,566

Other comprehensive income:

Foreign currency translation 57 (134)

Net (loss)/gain on fair value changes of available-for-sale fi nancial assets (1,318) 906

Other comprehensive income for the year (1,261) 772

Total comprehensive income for the year and attributable to equity holders of the Company 3,480 3,338


Consolidated Statement of Comprehensive IncomeFor the fi nancial year ended 31 December 2011


Group Company

Note 2011US$’000

2010US$’000

2011US$’000

2010US$’000

Non-current assets

Property, plant and equipment 10 3,287 3,587 – –

Intangible assets 11 326 326 – –

Investments in subsidiaries 12 – – 13,049 13,049

Investment securities 13 1,185 2,360 1,185 2,360

Deferred tax assets 23 51 59 – –

4,849 6,332 14,234 15,409

Current assets

Trade debtors 14 66,463 57,704 5 4

Other debtors 15 749 728 – –

Prepayments 390 141 12 7

Stocks 16 63,202 59,177 – –

Amounts due from subsidiaries 17 – – 19,210 16,021

Cash and short-term deposits 18 12,081 15,983 2,224 4,241

142,885 133,733 21,451 20,273

Current liabilities

Trade creditors and accruals 19 (63,247) (57,810) (291) (77)

Other creditors 20 (6,697) (5,920) – –

Interest-bearing loans and borrowings 21 (29,689) (30,785) – –

Finance lease obligations 22 – (22) – –

Provision for taxation (1,384) (1,056) (8) (10)

(101,017) (95,593) (299) (87)

Net current assets 41,868 38,140 21,152 20,186

Net assets 46,717 44,472 35,386 35,595

Equity attributable to equity holders of the Company

Share capital 24 32,294 32,294 32,294 32,294

Treasury shares 24 (201) (201) (201) (201)

Reserves 14,624 12,379 3,293 3,502

46,717 44,472 35,386 35,595


Balance Sheets As at 31 December 2011


Attributable to equity holders of the Company

2011Group

Equity,total

Share capital (Note 24(a))

Treasury shares(Note 24(b))

Reserves, total

Revenue reserve

Fair value reserve (Note 25(c))

Statutory reserve

fund (Note 25(a))

Foreign currency

translation reserve

(Note 25(b))US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Opening balance at 1 January 2011 44,472 32,294 (201) 12,379 12,090 1,339 25 (1,075)

Profi t for the year 4,741 – – 4,741 4,741 – – –

Other comprehensive income

Foreign currency translation 57 – – 57 – – – 57

Net loss on fair value changes of available-for-sale fi nancial assets (1,318) – – (1,318) – (1,318) – –

Other comprehensive income for the year (1,261) – – (1,261) – (1,318) – 57

Total comprehensive income for the year 3,480 – – 3,480 4,741 (1,318) – 57

Distributions to equity holders

Dividends on ordinary shares (1,235) – – (1,235) (1,235) – – –

Total distributions to equity holders (1,235) – – (1,235) (1,235) – – –

Closing balance at 31 December 2011 46,717 32,294 (201) 14,624 15,596 21 25 (1,018)

Statements of Changes in EquityFor the fi nancial year ended 31 December 2011


Attributable to equity holders of the Company

2010Group

Equity,total

Share capital (Note 24(a))

Treasury shares(Note 24(b))

Reserves, total

Revenue reserve

Fair value reserve (Note 25(c))

Statutory reserve

fund (Note 25(a))

Foreign currency

translation reserve

(Note 25(b))US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Opening balance at 1 January 2010 41,316 32,294 (19) 9,041 9,524 433 25 (941)

Profi t for the year 2,566 – – 2,566 2,566 – – –

Other comprehensive income

Foreign currency translation (134) – – (134) – – – (134)

Net gain on fair value changes of available-for-sale fi nancial assets 906 – – 906 – 906 – –

Other comprehensive income for the year 772 – – 772 – 906 – (134)

Total comprehensive income for the year 3,338 – – 3,338 2,566 906 – (134)

Distributions to equity holders

Acquisition of treasury shares (182) – (182) – – – – –

Total distributions to equity holders (182) – (182) – – – – –

Closing balance at 31 December 2010 44,472 32,294 (201) 12,379 12,090 1,339 25 (1,075)



2011Company

Equity,total

Sharecapital

(Note 24(a))

Treasury shares

(Note 24(b))Reserves,

totalRevenueReserve

Fair value reserve

fund(Note 25(c))

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

Opening balance at 1 January 2011 35,595 32,294 (201) 3,502 2,163 1,339

Profi t for the year 2,344 – – 2,344 2,344 –

Other comprehensive incomeNet loss on fair value changes of available-

for-sale fi nancial assets (1,318) – – (1,318) – (1,318)

Other comprehensive income for the year (1,318) – – (1,318) – (1,318)

Total comprehensive income for the year 1,026 – – 1,026 2,344 (1,318)

Distributions to equity holdersDividends on ordinary shares (1,235) – – (1,235) (1,235) –

Total distributions to equity holders (1,235) – – (1,235) (1,235) –

Closing balance at 31 December 2011 35,386 32,294 (201) 3,293 3,272 21

2010Company

Opening balance at 1 January 2010 34,478 32,294 (19) 2,203 1,770 433Profi t for the year 393 – – 393 393 –

Other comprehensive incomeNet gain on fair value changes of

available-for-sale fi nancial assets 906 – – 906 – 906

Other comprehensive income for the year 906 – – 906 – 906

Total comprehensive income for the year 1,299 – – 1,299 393 906

Distributions to equity holdersAcquisition of treasury shares (182) – (182) – – –

Total distributions to equity holders (182) – (182) – – –

Closing balance at 31 December 2010 35,595 32,294 (201) 3,502 2,163 1,339




Group2011 2010

US$’000 US$’000Operating activitiesProfi t before taxation 6,092 3,302Adjustments for:- Interest income (24) (24) Interest expense 788 757 Impairment loss on property, plant and equipment – 12 Depreciation of property, plant and equipment 658 741 Property, plant and equipment written off – 47 Dividend income from investment securities (217) (250) Loss on disposal of property, plant and equipment 4 2

Operating cash fl ows before changes in working capital 7,301 4,587Increase in stocks (4,025) (23,054)Increase in trade debtors, other debtors and prepayments (9,029) (1,348)Increase in trade creditors, accruals and other creditors 6,214 7,163

Cash fl ows generated from/(used in) operations 461 (12,652)Interest received 24 24Interest paid (788) (757)Income tax paid (1,015) (270)

Net cash fl ows used in operating activities (1,318) (13,655)

Investing activitiesPurchase of property, plant and equipment (438) (499)Proceeds on disposals of property, plant and equipment 76 49Dividend income from investment securities 74 69

Net cash fl ows used in investing activities (288) (381)

Financing activities(Decrease)/increase in interest-bearing loans and borrowings (1,096) 10,800Purchase of treasury shares – (182)Repayment of fi nance lease obligations (22) (70)Dividend paid on ordinary shares (1,235) –

Net cash fl ows (used in)/generated from fi nancing activities (2,353) 10,548

Net decrease in cash and short-term deposits (3,959) (3,488)Effects of exchange rate changes on cash and short-term deposits 57 (134)Cash and cash equivalents at 1 January 15,983 19,605

Cash and short-term deposits at 31 December (Note 18) 12,081 15,983


Consolidated Cash Flow StatementFor the fi nancial year ended 31 December 2011


1. Corporate information

Excelpoint Technology Ltd (the “Company”) is a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST).

The registered offi ce and principal place of business of the Company is located at 15 Changi Business Park Central 1, #06-00, Singapore 486057.

The principal activities of the Company are that of an investment holding company and the provision of support services to its subsidiaries. The principal activities of the subsidiaries include the trading of electronics equipment, sale and distribution of electronic components and dealers of all types of electronic and electrical components and accessories.

2. Summary of signifi cant accounting policies

2.1 Basis of preparation

The consolidated fi nancial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”).

The fi nancial statements have been prepared on a historical cost basis except as disclosed in the accounting policies below.

The fi nancial statements are presented in United States Dollars (“USD” or “US$”) and all values are rounded to the nearest thousand (US$’000) except when otherwise indicated.

2.2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous fi nancial year except in the current fi nancial year, the Group has adopted all the new and revised standards and Interpretations of FRS (INT FRS) that are effective for annual periods beginning on or after 1 January 2011. The adoption of these standards and interpretations did not have any effect on the fi nancial performance or position of the Group and the Company.

2.3 Standards issued but not yet effective

The Group has not adopted the following standards and interpretations that have been issued but not yet effective:

DescriptionEffective for annual periods

beginning on or after

Amendments to FRS 107 Disclosures – Transfers of Financial Assets 1 July 2011

Amendments to FRS 1 Presentation of Items of Other Comprehensive Income 1 July 2012

Notes to the Financial Statements31 December 2011


2. Summary of signifi cant accounting policies (cont’d)

2.3 Standards issued but not yet effective (cont’d)

DescriptionEffective for annual periods

beginning on or after

Revised FRS 19 Employee Benefi ts 1 January 2013

Revised FRS 27 Separate Financial Statements 1 January 2013

Revised FRS 28 Investments in Associates and Joint Ventures 1 January 2013

FRS 110 Consolidated Financial Statements 1 January 2013

FRS 111 Joint Arrangements 1 January 2013

FRS 112 Disclosure of Interests in Other Entities 1 January 2013

FRS 113 Fair Value Measurements 1 January 2013

The Directors expect that the adoption of the other standards and interpretations above will have no material impact on the fi nancial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the Amendment to FRS 1 as described below.

Amendments to FRS 1 Presentation of Items of Other Comprehensive Income

The Amendments to FRS 1 Presentation of Items of Other Comprehensive Income (OCI) is effective for fi nancial periods beginning on or after 1 July 2012.

The Amendments to FRS 1 changes the grouping of items presented in OCI. Items that could be reclassifi ed to profi t or loss at a future point in time would be presented separately from items which will never be reclassifi ed. As the Amendments only affect the presentations of items that are already recognised in OCI, the Group does not expect any impact on its fi nancial position or performance upon adoption of this standard.

2.4 Basis of consolidation and business combinations

(a) Basis of consolidation

Basis of consolidation from 1 January 2010

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the reporting period. The fi nancial statements of the subsidiaries used in the preparation of the consolidated fi nancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Losses within a subsidiary are attributed to the non-controlling interest even if that results in a defi cit balance.




2.4 Basis of consolidation and business combinations (cont’d)

(a) Basis of consolidation (cont’d)

Basis of consolidation from 1 January 2010 (cont’d)

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:-

- De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when controls is lost;

- De-recognises the carrying amount of any non-controlling interest;- De-recognises the cumulative translation differences recorded in equity;- Recognises the fair value of the consideration received;- Recognises the fair value of any investment retained;- Recognises any surplus or defi cit in profi t or loss;- Re-classifi es the Group’s share of components previously recognised in other comprehensive income to

profi t or loss or retained earnings, as appropriate.

Basis of consolidation prior to 1 January 2010

Certain of the above-mentioned requirements were applied on a prospective basis. The following differences, however, are carried forward in certain instances from the previous basis of consolidation:-

- Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using the parent entity extension method, whereby the difference between the consideration and the book value of the share of the net assets acquired were recognised goodwill.

- Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further losses were attributed to the Group, unless the non-controlling interest had a binding obligation to cover these. Losses prior to 1 January 2010 were not reallocated between non-controlling interest and the owners of the Company.

- Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date control was lost. The carrying value of such investments as at 1 January 2010 have not been restated.





(b) Business combinations

Business combination from 1 January 2010

Business combinations are accounted for by applying the purchase method. Identifi able assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the periods in which the costs are incurred and the services are received.

When the Group acquired a business, it assesses the fi nancial assets and liabilities assumed for appropriate classifi cation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with FRS 39 either in profi t or loss or as a change to other comprehensive income. If the contingent consideration is classifi ed as equity, it is not to be measured until it is fi nally settled within equity.

In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profi t or loss.

The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifi able net assets.

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifi able assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profi t or loss on the acquisition date.





(b) Business combinations (cont’d)

Business combination prior to 1 January 2010

In comparison to the above-mentioned requirements, the following differences applied:-

Business combinations are accounted for by applying the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree’s identifi able net assets.

Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. Any additional required share of interest did not affect previously recognised goodwill.

When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that signifi cantly modifi ed the cash fl ows that otherwise would have been required under the contract.

Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outfl ow was more likely than not, and a reliable estimate was recognised as part of goodwill.

2.5 Foreign currency

The Group’s consolidated fi nancial statements are presented in United States Dollars, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the fi nancial statements of each entity are measured using that functional currency.

(a) Transactions and balances

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.




2.5 Foreign currency (cont’d)

(a) Transactions and balances (cont’d)

Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profi t or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassifi ed from equity to profi t or loss of the Group on disposal of the foreign operation.

(b) Consolidated fi nancial statements

For consolidation purpose, the assets and liabilities of foreign operations are translated into USD at the rate of exchange ruling at the end of the reporting period and their profi t or loss are translated at the exchange rates prevailing at the date of the transactions. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profi t or loss.

In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of the exchange differences are re-attributed to non-controlling interest and are not recognised in profi t or loss. For partial disposals of associates or jointly controlled entities that are foreign operations, the proportionate share of the accumulated exchange differences is reclassifi ed to profi t or loss.

2.6 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying property, plant and equipment. The accounting policy for borrowing costs is set out in Note 2.18. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, all items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Depreciation of an asset begins when it is available for use and is computed on the straight-line basis over the estimated useful lives of the assets as follows:-

Leasehold building - 42 years (remaining lease of the land)Furniture and fi ttings - 5 yearsOffi ce equipment - 3 - 5 yearsMotor vehicles - 4 - 10 yearsComputers - 3 - 5 yearsRenovations - the lower of remaining lease period and 5 yearsPlant and machinery - 3 years




2.6 Property, plant and equipment (cont’d)

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

The residual value, useful life and depreciation method are reviewed at each fi nancial year-end and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profi t or loss in the year the asset is derecognised.

2.7 Intangible assets

Intangible assets consisting club memberships are initially recorded at cost. Following initial recognition, club memberships are carried at cost less any accumulated impairment losses. The useful lives of club memberships are assessed to be indefi nite as these are lifetime memberships and have no dates of expiry and are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefi nite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefi nite to fi nite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profi t or loss when the asset is derecognised.

2.8 Impairment of non-fi nancial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and written down to its recoverable amount. In assessing value in use, the estimated future cash fl ows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transaction can be identifi ed, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.




2.8 Impairment of non-fi nancial assets (cont’d)

The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Group’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of three years. For longer periods, a long-term growth rate is calculated and applied to project future cash fl ows after the third year.

Impairment losses of continuing operations are recognised in profi t or loss in those expense categories consistent with the function of the impaired asset, except for assets that are previously revalued where the revaluation was taken to equity. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.9 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from its activities.

In the Company’s separate fi nancial statements, investments in subsidiaries are accounted for at cost less impairment losses.

2.10 Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the fi nancial instrument. The Group determines the classifi cation of its fi nancial assets at initial recognition.

When fi nancial assets are recognised initially, they are measured at fair value, plus, in the case of fi nancial assets not at fair value through profi t or loss, directly attributable transaction costs.




2.10 Financial assets (cont’d)

Subsequent measurement

The subsequent measurement of fi nancial assets depends on their classifi cation as follows:-

(a) Loans and receivables

Non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profi t or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

(b) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets include equity and debt securities. Equity investments classifi ed as available-for-sale are those, which are neither classifi ed as held for trading nor designated at fair value through profi t or loss. Debt securities in this category are those which are intended to be held for an indefi nite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions.

After initial recognition, available-for-sale fi nancial assets are subsequently measured at fair value. Any gains or losses from changes in fair value of the fi nancial asset are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profi t or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifi ed from equity to profi t or loss as a reclassifi cation adjustment when the fi nancial asset is derecognised.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Derecognition

A fi nancial asset is derecognised where the contractual right to receive cash fl ows from the asset has expired. On derecognition of a fi nancial asset in its entirety, the difference between the carrying amount and the sum of consideration received and any cumulative gain or loss that has been recognised directly in other comprehensive income is recognised in profi t or loss.

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




2.11 Impairment of fi nancial assets

The Group assesses at each end of the reporting period whether there is any objective evidence that a fi nancial asset is impaired.

(a) Financial assets carried at amortised cost

For fi nancial assets carried at amortised cost, the Group fi rst assesses whether objective evidence of impairment exists individually for fi nancial assets that are individually signifi cant, or collectively for fi nancial assets that are not individually signifi cant. If the Group determines that no objective evidence of impairment exists for an individually assessed fi nancial asset, whether signifi cant or not, it includes the asset in a group of fi nancial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on fi nancial assets carried at amortised cost been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the fi nancial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profi t or loss.

When the asset becomes uncollectible, the carrying amount of impaired fi nancial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the fi nancial asset.

To determine whether there is objective evidence that an impairment loss on fi nancial assets has incurred, the Group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profi t or loss.

(b) Available-for-sale fi nancial assets

In the case of equity investments classifi ed as available-for-sale, objective evidence of impairment include (i) signifi cant fi nancial diffi culty of the issuer or obligor, (ii) information about signifi cant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in equity instrument may not be recovered, and (iii) a signifi cant or prolonged decline in the fair value of the investment below its costs. Signifi cant is to be evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost.




2.11 Impairment of fi nancial assets (cont’d)

(b) Available-for-sale fi nancial assets (cont’d)

If an available-for-sale fi nancial asset is impaired, an amount comprising the difference between its acquisition cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profi t or loss is transferred from other comprehensive income and recognised in profi t or loss. Reversals of impairment losses in respect of equity instruments are not recognised in profi t or loss; increase in their fair value after impairment are recognised directly in other comprehensive income.

2.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances and short-term fi xed deposits in banks.

2.13 Stocks

Stocks are stated at the lower of cost and net realisable value. Costs incurred in bringing the stocks to their present location and condition are accounted at purchase costs on a fi rst-in fi rst-out basis for trading stocks.

Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realisable value.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.

2.14 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to refl ect the current best estimate. If it is no longer probable that an outfl ow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a fi nance cost.




2.15 Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the fi nancial instrument. The Group determines the classifi cation of its liabilities at initial recognition.

All fi nancial liabilities are recognised initially at fair value plus in the case of other fi nancial liabilities not at fair value through profi t or loss, directly attributable transaction costs.

Subsequent measurement

The measurement of fi nancial liabilities depends on their classifi cation as follows:-

Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss includes fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition at fair value through profi t or loss. Financial liabilities are classifi ed as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative fi nancial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships. Separated embedded derivatives are also classifi ed as held for trading unless they are designated as effective hedging instruments.

Subsequent to initial recognition, fi nancial liabilities at fair value through profi t or loss are measured at fair value. Any gains or losses arising from changes in fair value of the fi nancial liabilities are recognised in profi t or loss.

The Group has not designated any fi nancial liabilities upon initial recognition at fair value through profi t or loss.

Other fi nancial liabilities

After initial recognition, other fi nancial liabilities are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process.

Derecognition

A fi nancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing fi nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profi t or loss.




2.16 Financial guarantee

A fi nancial guarantee contract is a contract that requires the issuer to make specifi ed payments to reimburse the holder for a loss it incurs because a specifi ed debtor fails to make payment when due in accordance with the terms of a debt instrument.

Financial guarantees are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, fi nancial guarantees are recognised as income in profi t or loss over the period of the guarantee. If it is probable that the liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the higher amount with the difference charged to profi t or loss.

2.17 Employee benefi ts

(a) Defi ned contribution plans

The Group participates in the national pension schemes as defi ned by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund (“CPF”) scheme in Singapore, a defi ned contribution pension scheme. Contributions to defi ned contribution pension schemes are recognised as an expense in the period in which the related service is performed.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The estimated liability for leave is recognised for services rendered by employees up to the end of the reporting period.

2.18 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

2.19 Leases

The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfi lment of the arrangement is dependent on the use of a specifi c asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specifi ed in an arrangement. For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with the transitional requirements of INT FRS 104.




2.19 Leases (cont’d)

As lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profi t or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.

Operating lease payments are recognised as an expense in profi t or loss on a straight-line basis over the lease term. The aggregate benefi t of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

2.20 Revenue

Revenue is recognised to the extent that is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into account contractually defi ned terms of payment and excluding taxes or duty. The Group assesses its revenue arrangements to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specifi c recognition criteria must also be met before revenue is recognised:-

(a) Sale of goods

Revenue from the sale of goods is recognised upon the transfer of signifi cant risks and rewards of ownership of the goods to the customer, usually on delivery of goods. Revenue is not recognised to the extent where there are signifi cant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(b) Commission income

Commission income is recognised as and when services are rendered.

(c) Interest income

Interest income is recognised using the effective interest method.




2.20 Revenue (cont’d)

(d) Grant income

Grant income, pertaining to research and development activities, is recognised at their fair value in profi t or loss as and when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with.

(e) Dividend income

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

2.21 Taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period, in the countries where the Group operates and generates taxable income.

Current income taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for fi nancial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:-

- Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.




2.21 Taxes (cont’d)

(b) Deferred tax (cont’d)

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:-

- Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period.

Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Tax benefi ts acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or in profi t or loss.




2.21 Taxes (cont’d)

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:-

- Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

- Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

2.22 Segment reporting

For management purposes, the Group is organised into operating segments based on geographical area of the business unit which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 33, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.23 Treasury shares

The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profi t or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount of treasury shares and the consideration received, if reissued, is recognised directly in equity. Voting rights related to treasury shares are nullifi ed for the Group and no dividends are allocated to them respectively.

2.24 Contingencies

A contingent liability is:

(a) a possible obligation that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

(b) a present obligation that arises from past events but is not recognised because:-

(i) It is not probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation; or

(ii) The amount of the obligation cannot be measured with suffi cient reliability.




2.24 Contingencies (cont’d)

A contingent asset is a possible asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined.

2.25 Related parties

A related party is defi ned as follows:-

(a) A person or a close member of that person’s family is related to the Group and Company if that person,

(i) Has control or joint control over the Company;

(ii) Has signifi cant infl uence over the Company; or

(iii) Is a member of the key management personnel of the Group or Company or of a parent of the Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies:-

(i) The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);

(iii) Both entities are joint ventures of the same third party;

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third party;

(v) The entity is a post-employment benefi t plan for the benefi t of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;

(vi) The entity is controlled or jointly controlled by a person identifi ed in (a); or

(vii) A person identifi ed in (a) (i) has signifi cant infl uence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

2.26 Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with.



3. Signifi cant accounting judgments and estimates

The preparation of the Group’s fi nancial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

3.1 Judgments made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most signifi cant effect on the amounts recognised in the consolidated fi nancial statements:-

Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Signifi cant judgement is involved in determining the Group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the Group’s provision for taxation and deferred tax assets at the balance sheet date was US$1,384,000 (2010: US$1,056,000) and US$51,000 (2010: US$59,000) respectively.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(a) Impairment of non-fi nancial assets

An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing the asset. The value in use calculation is based on a discounted cash fl ow model. The cash fl ows are derived from the budget for the next three years and do not include restructuring activities that the Company is not yet committed to or signifi cant future investment that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash fl ow model as well as the expected future cash infl ows and the growth rate used for extrapolation purposes. Further details of the key assumptions applied in the impairment assessment of investments in subsidiaries and property, plant and equipment are given in Note 12 and Note 10, respectively to the fi nancial statements.



3. Signifi cant accounting judgements and estimates (cont’d)

3.2 Key sources of estimation uncertainty (cont’d)

(b) Impairment of loans and receivables

The Group assesses at each end of reporting period whether there is any objective evidence that a fi nancial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments.

Where there is objective evidence of impairment, the amount and the timing of future cash fl ows are being estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivables at the end of the reporting period is disclosed in Note 14, 15, 17 and 18 to the fi nancial statements.

(c) Fair value of fi nancial instruments

Where the fair values of fi nancial instruments recorded on the balance sheet cannot be derived from active markets, they are determined using valuation techniques including discounted cash fl ow model. The inputs to these models are derived from observable market data where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of liquidity and model inputs regarding the future fi nancial performance of the investee, its risk profi le, and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates. Changes in assumptions about these factors could affect the reported fair value of fi nancial instruments. The valuation of fi nancial instruments is described in more detail in Note 31.



4. Revenue

Group2011 2010

US$’000 US$’000

Sale of goods 488,974 495,869Commission income 402 522

489,376 496,391

5. Other income

Group

2011 2010

US$’000 US$’000

Other income includes:- Interest income on bank deposits 24 24 Grant income 97 128 Dividend income 217 250 Net reversal of stocks written down (Note 16) 812 –

6. Finance costs

Group2011 2010

US$’000 US$’000

Interest expense on:- Bank loans and borrowings (including bank overdrafts) (784) (748) Obligations under fi nance leases (4) (9)

(788) (757)



7. Profi t before taxation

The following items have been included in arriving at profi t before tax:-

Group2011 2010

US$’000 US$’000

Stocks recognised as an expense in cost of sales (Note 16) (450,097) (460,318)Impairment loss on property, plant and equipment – (12)Loss on disposal of property, plant and equipment (4) (2)(Impairment) and reversal of impairment of fi nancial assets - Allowance for doubtful trade debts (Note 14) (662) (347) - Allowance for doubtful trade debts written back (Note 14) 361 25Net stocks written down (Note 16) – (1,998)Net foreign exchange gain 276 23Employee benefi ts expenses (including directors) - Salaries and bonuses (17,925) (15,644) - Contributions to CPF and other defi ned contribution pension schemes (2,256) (1,646) - Other short term benefi ts (2,291) (2,408) - Government grants – Jobs credit – 62Depreciation of property, plant and equipment (Note 10) (658) (741)Audit fees: - Auditors of the Company (209) (157) - Other auditors (21) (14)Non-audit fees: - Auditors of the Company (28) (16) - Other auditors (25) (24)

8. Income tax expense

(a) Major components of income tax expense

The major components of income tax expense for the fi nancial years ended 31 December are:-

Group2011 2010

US$’000 US$’000Consolidated income statementCurrent income tax- Current year (1,384) (838)- Over provision in respect of previous years 41 97

Deferred income tax - Origination and reversal of temporary differences (8) 5

Income tax expense recognised in profi t or loss (1,351) (736)



8. Income tax expense (cont’d)

(b) Relationship between tax expense and accounting profi t

The reconciliation between tax expense and the product of accounting profi t multiplied by the applicable tax rate for the fi nancial years ended 31 December are as follows:-

Group2011 2010

US$’000 US$’000

Profi t before taxation 6,092 3,302

Tax expense at statutory tax rate of 17% (2010: 17%) (1,036) (561)Adjustments:- Non-deductible expenses (270) (213) Income not subject to taxation 37 193 Tax rebates and tax incentives 22 10 Difference in tax rates of overseas subsidiaries 110 59 Over provision in respect of previous years 41 97 Losses of foreign subsidiaries not available for set-off against profi ts of other companies within the Group (223) (320)Others (32) (1)

Income tax expense recognised in profi t or loss (1,351) (736)

9. Earnings per share

Basic earnings per share are calculated by dividing profi t after taxation attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the fi nancial year. The following table refl ects the profi t and share data used in the computation of basic earnings per share for the years ended 31 December:-

Group2011 2010

Profi t after taxation attributable to equity holders of the Company used in the computation of basic earnings per share (US$’000) 4,741 2,566

Weighted average number of ordinary shares, excluding treasury shares, for basic earnings per share computation (‘000) 504,659 506,312

As there were no share options and warrants granted, the basic and diluted earnings per share are the same.



10. Property, plant and equipment

GroupFurniture

and fi ttingsOffi ce

equipmentMotor

vehicles Computers RenovationsLeasehold building

Plant andmachinery Total

US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000Cost:At 1 January 2010 412 2,523 1,352 1,388 1,439 3,688 10 10,812Additions 41 111 – 218 120 – 9 499Disposals (1) (88) – (208) (3) – (10) (310)Write off – – – – (47) – – (47)

At 31 December 2010 and 1 January 2011 452 2,546 1,352 1,398 1,509 3,688 9 10,954

Additions 61 171 35 135 36 – – 438Disposals (1) (13) (23) (122) (58) – (9) (226)

At 31 December 2011 512 2,704 1,364 1,411 1,487 3,688 – 11,166

Accumulated depreciation and impairment loss:

At 1 January 2010 253 2,229 533 1,050 982 1,824 1 6,872Depreciation charge for

the year 53 121 127 207 171 62 1 741Impairment loss – – – 4 – – 8 12Disposals – (55) – (198) (1) – (1) (256)Write off – – – – (2) – – (2)

At 31 December 2010 and 1 January 2011 304 2,295 660 1,063 1,150 1,886 9 7,367

Depreciation charge for the year 54 114 127 151 150 62 – 658

Disposals – (8) (6) (108) (15) – (9) (146)

At 31 December 2011 358 2,401 781 1,106 1,285 1,948 – 7,879

Net book value:

At 31 December 2011 154 303 583 305 202 1,740 – 3,287

At 31 December 2010 148 251 692 335 359 1,802 – 3,587



11. Intangible assets

GroupClub

membershipsUS$’000

Cost:At 1 January 2010, 31 December 2010 and 31 December 2011 347

Accumulated impairment:At 1 January 2010, 31 December 2010 and 31 December 2011 (21)

Net book value:At 31 December 2010 and 31 December 2011 326

12. Investments in subsidiaries

Company2011 2010

US$’000 US$’000

Unquoted shares, at cost 13,700 13,700Impairment losses (651) (651)

13,049 13,049

The subsidiaries as at 31 December are:-

NameCountry of

incorporationPrincipal activities(Place of business)

Unquoted equityshares, at cost

Proportion (%)of ownership

interest2011 2010 2011 2010

US$’000 US$’000 % %

Held by the Company

Excelpoint Systems (Pte) Ltd (1) Singapore Trading of electronic components (Singapore)

3,927 3,927 100 100

Excelpoint Systems (H.K.) Limited (2)

Hong Kong Trading of electronic components(Hong Kong)

5,951 5,951 100 100

Lights Electronics Pte Ltd (1) Singapore Dormant 3,171 3,171 100 100

Excelpoint Solutions Pte Ltd (1) Singapore Dormant 651 651 100 100

PlanetSpark Pte. Ltd. (1) Singapore Dormant - * - * 100 100

13,700 13,700



12. Investments in subsidiaries (cont’d)

NameCountry of

incorporationPrincipal activities(Place of business)

Proportion (%) of ownership

interest2011 2010

% %Held by Excelpoint Systems (Pte) Ltd

Excelpoint Systems Sdn. Bhd. (3) Malaysia Trading of electronic components(Malaysia)

100 100

Excelpoint Systems (India) Pvt Ltd (2) India Trading of electronic components (India)

100 100

Held by Excelpoint Systems (H.K.) Limited

Excelpoint International Trading (Shanghai) Co., Ltd. (2) The People’s Republic of China

Trading of electronic components(The People’s Republic of China)

100 100

Excelpoint International Trading (Shenzhen) Co., Ltd. (2) The People’s Republic of China

Trading of electronic components (The People’s Republic of China)

100 100

Held by Lights Electronics Pte Ltd

Lights Electronics (Shanghai) Co., Ltd. The People’s Republic of China

Dormant 100 100

Lights Electronics (H.K.) Limited Hong Kong Dormant - 100

Sun Lights Electronics (M) Sdn. Bhd. Malaysia Dormant 100 100

Held by Excelpoint Solutions Pte Ltd

Excelpoint Manufacturing Pte. Ltd. Singapore Dormant - 100

(1) Audited by Ernst & Young LLP, Singapore.(2) Audited by member fi rm of Ernst & Young Global in the respective countries.(3) Audited by Yong & Leonard Chartered Accountants, Malaysia.

* The cost of investment is less than US$1,000.



13. Investment securities

Group and Company2011 2010

US$’000 US$’000Available-for-sale fi nancial assets:-Equity instruments (quoted) 1,185 2,360

14. Trade debtors

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Trade debtors 68,417 59,357 5 4Less: Allowance for doubtful trade debts (1,954) (1,653) – –

66,463 57,704 5 4

Trade debtors are non-interest bearing and are generally on 30 to 90 days’ terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

Trade debtors denominated in foreign currencies at 31 December are as follows:-

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Renminbi 3,944 6,757 – –Euro 531 846 – –Hong Kong Dollar 496 147 – –

Trade debtors that are past due but not impaired

The Group has trade debtors amounting to US$18,867,000 (2010: US$17,338,000) that are past due at the end of the reporting period but not impaired. These receivables are unsecured and the analysis of their aging at the end of the reporting period is as follows:-

Group

2011 2010

US$’000 US$’000

Trade debtors past due:-

Less than 30 days 12,347 13,551

31 to 60 days 2,157 1,989

61 to 90 days 1,814 589

More than 90 days 2,549 1,209

18,867 17,338



14. Trade debtors (cont’d)

Trade debtors that are impaired

The Group’s trade debtors that are impaired at the end of the reporting period and the movement of the allowance accounts used to record the impairment are as follows:-

Group2011 2010

US$’000 US$’000

Trade debtors – nominal amounts 5,907 5,477Less: Allowance for impairment (1,954) (1,653)

3,953 3,824

Movement in allowance amount:- At 1 January (1,653) (1,886) Charge for the fi nancial year (662) (347) Allowance written back 361 25 Bad debts written off – 555

At 31 December (1,954) (1,653)

Trade debtors that are individually determined to be impaired at the end of the reporting period relate to debtors that are in signifi cant fi nancial diffi culties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

15. Other debtors

Group2011 2010

US$’000 US$’000

Deposits 650 612Staff loans 47 10Advances 44 89Others 8 17

749 728

Staff loans are unsecured, non-interest bearing and have scheduled repayment dates repayable within 1 to 2 years (2010: 1 to 2 years).

Other debtors denominated in foreign currencies at 31 December are as follows:-

Group

2011US$’000

2010

US$’000

Singapore Dollar 9 227Hong Kong Dollar 124 110Renminbi 439 283Indian Rupee 147 75



16. Stocks

Group2011 2010

US$’000 US$’000Balance sheet:- Trading stocks at lower of cost and net realisable value 63,202 59,177

Income statement:- Stocks recognised as an expense in cost of sales (450,097) (460,318) Stocks written down (2,934) (3,161) Reversal of stocks written down 3,746 1,163

The reversal of stocks written down/stocks recovered was made when the related stocks were sold above their carrying amounts.

17. Amounts due from subsidiaries

Amounts due from subsidiaries are repayable on demand, unsecured and are to be settled in cash. Loans due from subsidiaries bear interest ranging from 1.26% to 2.27% (2010: NIL%) per annum.

Company2011 2010

US$’000 US$’000Amounts due from subsidiaries - loans 19,089 16,103- non-trade 2,297 2,090

Less: Allowance for impairment - loans (2,170) (2,160)- non-trade (6) (12)

19,210 16,021

18. Cash and short-term deposits

Group Company2011 2010 2011 2010

US$’000 US$’000 US$’000 US$’000

Cash at bank and on hand 11,367 15,938 2,224 4,241Short-term fi xed deposits 714 45 – –

12,081 15,983 2,224 4,241

Cash at banks earns interest at fl oating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interests at the respective short-term deposit rates. The weighted average effective interest rate at 31 December 2011 for the Group was 0.20% (2010: 0.38%) per annum.



18. Cash and short-term deposits (cont’d)

Cash and short-term deposits denominated in foreign currencies at 31 December are as follows:-

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Singapore Dollar 616 368 109 96Hong Kong Dollar 1,039 653 – –Renminbi 3,849 2,281 – –

19. Trade creditors and accruals

Group Company2011 2010 2011 2010

US$’000 US$’000 US$’000 US$’000

Trade creditors (59,698) (54,655) (1) (1)Accruals (3,549) (3,155) (290) (76)

(63,247) (57,810) (291) (77)

Trade creditors and accruals are non-interest bearing and are normally settled on 30 to 90 days’ terms.

Trade creditors and accruals denominated in foreign currencies at 31 December are as follows:

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Euro (1,149) (1,201) – –Renminbi (1,192) (592) – –Indian Rupee (929) (1,032) – –Singapore Dollar (598) (363) (1) (1)

20. Other creditors

Group Company2011 2010 2011 2010

US$’000 US$’000 US$’000 US$’000

Deposits received (2,209) (2,054) – –Sundries (4,488) (3,866) – –

(6,697) (5,920) – –

Other creditors are non-interest bearing. Except for deposits received, other creditors are normally settled on 30 to 90 days’ terms.

Included in sundries are amounts of US$3,520,000 (2010 : US$2,848,000) relating to advances from suppliers.



20. Other creditors (cont’d)

Other creditors denominated in foreign currencies at 31 December are as follows:-

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Singapore Dollar 235 310 – –Renmimbi 685 616 – –Hong Kong Dollar 89 132 – –

21. Interest-bearing loans and borrowings

GroupMaturity 2011 2010

US$’000 US$’000

Current:-Bills payable, unsecured – (28,766) (27,080)HKD loan, unsecured 2014 (923) (1,231)SGD loan, unsecured 2013 – (2,474)

(29,689) (30,785)

Bills payable, unsecured

The Group’s bills payables bear interest ranging from 1.25% to 2.21% (2010: 1.25% to 2.21%) above the banks’ cost of funds or interbank offer rates per annum.

HKD loan, unsecured

This relates to a bank term loan of a subsidiary denominated in Hong Kong dollars and repayable on a quarterly basis until November 2014. This loan has an effective interest of 2.79% (2010: 2.79%) per annum, computed based on Hong Kong Interbank Offer Rate.

SGD loan, unsecured

This relates to a Singapore dollar bank loan of a subsidiary and is repayable on a monthly basis until April 2013. This loan bears interest at fi xed rate of 5% per annum. This loan was fully repaid on 26 September 2011.

During the fi nancial year ended 31 December 2010, the Group classifi ed for the following bank loans of US$3,498,000 as current liabilities:

- US$1,231,000 HKD loan, unsecured- US$2,267,000 SGD loan, unsecured

In addition to the basic loan terms and specifi c clauses defi ning default events, the above bank loans also include an overriding repayment on demand clause which gives the lender the right to demand repayment at any time at their sole discretion irrespective of whether a default event has occurred. The callable term loans were classifi ed as current in their entirety in the balance sheet as the Group does not have the unconditional right as at the reporting date to defer settlement for at least twelve months after the reporting date.



22. Finance lease obligations

The Group has fi nance leases for certain items of motor vehicles. The fi nance leases bear effective rates from 5.32% to 6.09% (2010: 5.32% to 6.09%) per annum. The interest rates for the fi nance lease obligations are fi xed upon entering into the lease agreements and are therefore not subjected to fl uctuations in market interest rates. In the current fi nancial year, the Group have fully repaid the fi nance lease.

Group2011 2010

US$’000 US$’000The present value of fi nance lease obligations may be analysed as follows:-

Within one year – (22)

Present value of net minimum lease payments (Note 27(b)) – (22)

23. Deferred tax assets

Group2011 2010

US$’000 US$’000

At 1 January 59 54Charge for the fi nancial year (Note 8) (8) 5

At 31 December 51 59

Deferred tax assets/(liabilities) recognised are as follows:- Differences in depreciation 12 15 Provision for employee leave entitlement 30 45 Others 9 (1)

Net deferred tax assets recognised 51 59

Unrecognised tax losses

As at 31 December 2011, the Group has unutilised tax losses amounting to US$1,597,000 (2010: US$1,837,000). Deferred tax benefi t on unutilised tax losses of US$271,000 (2010: US$313,000) has not been recognised due to the unpredictability of future income.



24. Share capital

(a) Share capital


No. of shares US$’000 No. of shares US$’000‘000 ‘000

Issued and fully paid ordinary shares:- At beginning and end of fi nancial year 510,022 32,294 510,022 32,294

The holders of ordinary shares (except for treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.

(b) Treasury shares


No. of shares US$’000 No. of shares US$’000‘000 ‘000

At 1 January 5,363 201 520 19Acquired during the fi nancial year – – 4,843 182

At 31 December 5,363 201 5,363 201

Treasury shares relate to ordinary shares of the Company that is held by the Company.

In the previous fi nancial year, the Company acquired 4,843,000 shares in the Company through purchases on the Singapore Exchange. The total amount paid to acquire the shares was US$182,000 (net of transaction costs) and this was presented as a component within shareholders’ equity. There were no acquisitions in the current fi nancial year.

25. Other reserves

(a) Statutory reserve fund

In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the People’s Republic of China (“PRC”), a subsidiary is required to make appropriation to a Statutory Reserve Fund (“SRF”). At least 10% of the statutory after tax profi ts as determined in accordance with the applicable PRC accounting standards and regulations must be allocated to the SRF until the cumulative total of the SRF reaches 50% of the subsidiary’s registered capital. Subject to approval from the relevant PRC authorities, the SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiary. The SRF is not available for dividend distribution to shareholders.



25. Other reserves (cont’d)

(b) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the fi nancial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.

(c) Fair value reserve

Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale fi nancial assets until they are disposed of or impaired.

26. Related party transactions

(a) Sale and purchase of goods and services

In addition to the related party information disclosed elsewhere in the fi nancial statements, the following signifi cant transactions between the Group and related parties took place at terms agreed between the parties during the fi nancial year:-

Group2011 2010

US$’000 US$’000

Rental expense paid to a director 108 107

(b) Compensation of key management personnel

Group2011 2010

US$’000 US$’000

Short-term employee benefi ts 3,936 3,434Contributions to CPF and other defi ned contribution pension schemes 63 54Directors’ fee 132 118

4,131 3,606

Comprise amounts paid to:- Directors of the Company 2,554 2,240 Other key management personnel 1,577 1,366

4,131 3,606



27. Commitments and contingencies

(a) Operating lease commitments – as lessee

The Group leases certain properties under lease arrangements that are non-cancellable. The leases have an average tenure of between two months and three years with renewal options and escalation clauses included in the contracts. There are no restrictions placed upon the Group by entering into these leases. Operating lease payments recognised in profi t or loss during the fi nancial year ended 31 December 2011 amounted to US$1,961,000 (2010: US$2,149,000).

Future minimum rental payable under non-cancellable operating leases (excluding land use rights) as at 31 December are as follows:-

Group2011 2010

US$’000 US$’000

Not later than one year 1,752 1,763Later than one year but not later than fi ve years 330 1,134

2,082 2,897

(b) Finance lease commitments

The Group has fi nance leases for certain items of motor vehicles. The fi nance leases do not carry any escalation clauses, renewal options and do not provide for contingent rents. There are no restrictions placed upon the Group by entering into these leases.

Future minimum lease payments under fi nance lease together with the present value of the net minimum lease payments are as follows:-

Group2011 2010

US$’000 US$’000

Minimum lease payments due:- Within one year – (26)

– (26)Less: Future fi nance charges – 4

Present value of minimum fi nance lease payments (Note 22) – (22)

(c) Contingent liabilities

Corporate guarantees

As at 31 December 2011, the Company has provided corporate guarantees to banks in connection with banking facilities provided to its subsidiaries, of which US$30,125,000 (2010: US$30,920,000) of the banking facilities have been utilised as at year end.



28. Financial risk management objectives and policies

The Group and the Company is exposed to fi nancial risks arising from its operations and the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk. It is, and has been throughout the current and previous fi nancial years the Group’s policy that no derivatives shall be undertaken. The Group and the Company do not apply hedge accounting.

The following sections provide details regarding the Group’s and the Company’s exposure to the above-mentioned fi nancial risks and the objectives, policies and processes for the management of these risks.

There has been no change to the Group and the Company’s exposure to these fi nancial risks or the manner in which it manages and measures the risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding fi nancial instruments should a counterparty default on its obligations. The Group’s exposure to credit risk arises primarily from trade and other debtors. For other fi nancial assets (including investment securities and cash and short-term deposits), the Group and the Company manage credit risk by dealing with creditworthy counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures. In addition, debtor balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not signifi cant.

At the end of the reporting period, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of fi nancial assets recognised in the balance sheets and an amount of US$29,689,000 (2010: US$30,785,000) relating to the corporate guarantees provided by the Company to various banks on its subsidiaries’ bank loans.

Credit risk concentration profi le

The Group determines concentrations of credit risk by monitoring the country profi le of its trade debtors on an on-going basis. The credit risk concentration profi le of the Group’s trade debtors at the end of the reporting period is as follows:-

Group2011 2010

US$’000 % of total US$’000 % of total

Hong Kong/The People’s Republic of China 45,303 68.2% 33,577 58.2%Singapore 6,370 9.6% 14,180 24.6%India 3,088 4.6% 3,511 6.1%Malaysia 3,407 5.1% 3,148 5.5%Thailand 670 1.0% 1,757 3.0%Philippines 654 1.0% 502 0.9%Indonesia 5,565 8.4% – 0.0%Others 1,406 2.1% 1,029 1.7%

66,463 100.0% 57,704 100.0%



28. Financial risk management objectives and policies (cont’d)

(a) Credit risk (cont’d)

At the end of the reporting period, approximately 15.4% (2010: 17.6%) of the Group’s trade receivables were due from 2 major customers located in Singapore and Hong Kong/The People’s Republic of China (2010: Hong Kong/The People’s Republic of China).

Financial assets that are neither past due nor impaired

Trade and other debtors that are neither past due nor impaired are with creditworthy debtors with good payment record with the Group. Investment securities, and cash and short-term deposits that are neither past due nor impaired are placed with or entered into with reputable fi nancial institutions or companies with high credit ratings and no history of default.

Financial assets that are either past due or impaired

Information regarding fi nancial assets that are either past due or impaired is disclosed in Note 14.

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter diffi culty in meeting fi nancial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and fl exibility through the use of stand-by credit facilities.

The Group monitors its liquidity risk and maintains adequate liquid fi nancial assets and stand-by credit facilities with different banks to fi nance the Group’s operations and to mitigate the effects of fl uctuations in cash fl ows.




(b) Liquidity risk (cont’d)

Analysis of fi nancial instruments by the remaining contractual maturities

The table below summarises the maturity profi le of the Group’s and the Company’s fi nancial assets and fi nancial liabilities at the end of the reporting period based on the contractual undiscounted repayment obligations:-

2011US$’000

2010US$’000

GroupOne year

or less

More than one year to

fi ve years TotalOne year

or less


fi ve years Total

Financial assets:

Trade debtors (Note 14) 66,463 – 66,463 57,704 – 57,704Other debtors (Note 15) 749 – 749 728 – 728Cash and short-term deposits (Note 18) 12,081 – 12,081 15,983 – 15,983

Total undiscounted fi nancial assets 79,293 – 79,293 74,415 – 74,415

Financial liabilities:

Trade creditors and accruals (Note 19) – – – 57,810 – 57,810Other creditors (Note 20) 6,697 – 6,697 5,920 – 5,920Interest-bearing loans and borrowings (Note 21) 29,689 – 29,689 30,785 – 30,785Finance lease obligation (Note 27(b)) – – – 26 – 26

Total undiscounted fi nancial liabilities 99,633 – 99,633 94,541 – 94,541

Total net undiscounted fi nancial liabilities (20,340) – (20,340) (20,126) – (20,126)




(b) Liquidity risk (cont’d)

2011US$’000

2010US$’000

CompanyOne year

or less



or less


fi ve years Total

Financial assets:

Trade debtors (Note 14) 5 – 5 4 – 4Amounts due from subsidiaries (Note 17) 19,210 – 19,210 16,021 – 16,021

Cash and short-term deposits (Note 18) 2,224 – 2,224 4,241 – 4,241

Total undiscounted fi nancial assets 21,439 – 21,439 20,266 – 20,266

Financial liabilities:

Trade creditors and accruals (Note 19) 291 – 291 77 – 77

Total undiscounted fi nancial liabilities 291 – 291 77 – 77

Total net undiscounted fi nancial assets 21,148 – 21,148 20,189 – 20,189

The table below shows the contractual expiry by maturity of the Group’s contingent liabilities and commitments. The maximum amount of the fi nancial guarantee contracts are allocated to the earliest period in which the guarantee could be called.

Group2011

US$’0002010

US$’000

One yearor less



or less


fi ve years Total

Financial guarantees 30,125 – 30,125 30,920 – 30,920




(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash fl ows of the Group’s and the Company’s fi nancial instruments will fl uctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from their interest-bearing loans and borrowings. All of the Group’s and the Company’s fi nancial assets and liabilities at fl oating rates are contractually re-priced at intervals of less than 6 months (2010 : less than 6 months) from the end of the reporting period.

The Group’s policy is to obtain the most favourable interest rates available without increasing its foreign currency exposure. Surplus funds are placed with reputable banks.

Sensitivity analysis for interest rate risk

At the end of the reporting period, if USD interest rates had been 100 (2010: 100) basis points lower/higher with all other variables held constant, the Group’s profi t after taxation would have been US$297,000 (2010: US$283,000) higher/lower, arising mainly as a result of lower/higher interest expense on fl oating rate loans and borrowings. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment, showing a signifi cantly higher volatility as in prior years.

(d) Foreign currency risk

The Group has transactional currency exposures arising from its ordinary course of business that are denominated in a currency other than the respective functional currencies of Group entities, primarily USD. The foreign currencies in which these transactions are denominated are mainly in Singapore Dollars (SGD), Hong Kong Dollars (HKD), Renminbi (RMB), and Euro.

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s profi t after taxation to a reasonably possible change in the SGD, HKD, RMB, and Euro exchange rates (against USD), with all other variables held constant:-

Group2011 2010

US$’000 US$’000

SGD - strengthened 5% (2010: 5%) (10) (127)SGD - weakened 5% (2010: 5%) 10 127HKD - strengthened 5% (2010: 5%) 32 (12)HKD - weakened 5% (2010: 5%) (32) 12RMB - strengthened 5% (2010: 5%) 316 407RMB - weakened 5% (2010: 5%) (316) (407)Euro - strengthened 5% (2010: 5%) 19 (10)Euro - weakened 5% (2010: 5%) (19) 10



29. Loans and receivables

Group Company2011

US$’000

2010US$’000

2011US$’000

2010US$’000

Trade debtors (Note 14) 66,463 57,704 5 4Other debtors (Note 15) 749 728 12 7Amounts due from subsidiaries (Note 17) – – 19,210 16,021Cash and short-term deposits (Note 18) 12,081 15,983 2,224 4,241

Total loans and receivables 79,293 74,415 21,451 20,273

30. Financial liabilities

Group Company2011

US$’0002010

US$’0002011

US$’0002010

US$’000

Trade creditors and accruals (Note 19) (63,247) (57,810) (291) (77)Other creditors (Note 20) (6,697) (5,920) – –Interest-bearing loans and borrowings (Note 21) (29,689) (30,785) – –Finance lease obligations (Note 22) – (22) – –

Total fi nancial liabilities carried at amortised cost (99,633) (94,537) (291) (77)

31. Fair value of fi nancial instruments

A. Fair value of fi nancial instruments that are carried at fair value

Fair value hierarchy

The Group classifi es fair value measurement using a fair value hierarchy that refl ects the signifi cance of the inputs used in making the measurements. The fair value hierarchy has the following levels:-

Level 1– Quoted prices (unadjusted) in active markets for identical assets or liabilities,

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices), and

Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).



31. Fair value of fi nancial instruments (cont’d)

A. Fair value of fi nancial instruments that are carried at fair value (cont’d)

The following table shows an analysis of fi nancial instruments carried at fair value by level of fair value hierarchy:-


US$’000 US$’000

Financial assets:Quoted prices in active markets for identical instruments (Level 1)

Available-for-sale fi nancial assets (Note 13) 1,185 2,360

Determination of fair value

Quoted equity instruments (Note 13): Fair value is determined by direct reference to their bid price quotations in an active market at the end of the reporting period.

B. Fair value of fi nancial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value

Cash and short-term deposits, current trade and other debtors, current trade and other creditors, other liabilities, and current interest-bearing loans and borrowings at fl oating rates

The carrying amounts of these fi nancial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are fl oating rate instruments that are re-priced to market interest rates on or near the end of the reporting period.



32. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the fi nancial years ended 31 December 2011 and 2010.

As disclosed in Note 25(a), subsidiaries in PRC are required by the Foreign Enterprise Law of the PRC to contribute to and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by relevant PRC authorities. This externally imposed capital requirement has been complied with by the above-mentioned subsidiary for the fi nancial years ended 31 December 2011 and 2010.

The Group monitors capital and externally imposed capital requirements using a gearing ratio, which is net debt over total capital plus net debt. The Group’s policy is to maintain a healthy gearing ratio. The Group includes within net debt, interest-bearing loans and borrowings, less cash and short-term deposits. Capital includes equity attributable to the equity holders of the Company less statutory reserve fund.

Group2011 2010

US$’000 US$’000

Interest-bearing loans and borrowings (Note 21) 29,689 30,785Less: Cash and short-term deposits (Note 18) (12,081) (15,983)

Net debt 17,608 14,802

Equity attributable to equity holders of the Company 46,717 44,472Less: Statutory reserve fund (Note 25(a)) (25) (25)

Total capital 46,692 44,447

Capital and net debt 64,300 59,249

Gearing ratio 27.4% 25.0%



33. Segment information

For management purposes, the Group is organised into business units based on geographical area, and has two reportable operating segments as follows:-

(i) Hong Kong Business Unit

The Hong Kong Business Unit segment provides design-in and distribution services. This segment covers the business entities located in Hong Kong and The People’s Republic of China.

(ii) Singapore Business Unit

The Singapore Business Unit segment provides design-in and distribution services. This segment covers the business entities located in Southeast Asia and India.

(iii) Corporate Unit

The Corporate Unit segment comprises the corporate services, treasury functions, investment securities, and other dormant companies.

Design-in services relates to product sales that include fi eld application services and design and development services which require a higher level of technical expertise and involve research and development.

Distribution services includes value-added distribution and supply chain management which primarily involve the provision of electronic components and related logistics to customers.

Except as indicated above, no operating segments have been aggregated to form the above operating segments.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profi t or loss which in certain respects, as explained in the table below, is measured differently from operating profi t or loss in the consolidated fi nancial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.



33. Segment information (cont’d)

The following table presents segment information regarding the Group’s geographical segments for the years ended 31 December 2011 and 2010.

Hong KongBusiness Unit

SingaporeBusiness Unit

Corporate UnitAdjustment

and eliminationsPer consolidated

fi nancial statements

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

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

Revenue

External customers 308,894 278,789 180,482 217,602 – – – – 489,376 496,391

Inter-segment 592 976 1,831 496 – – (2,423) (1,472) – –

Total revenue 309,486 279,765 182,313 218,098 – – (2,423) (1,472) 489,376 496,391

Results

Interest income 14 15 7 5 3 4 – – 24 24

Depreciation of property, plant and equipment (300) (294) (358) (447) – – – – (658) (741)

Impairment loss on property, plant and equipment – – – (12) – – – – – (12)

Other non-cash expenses

- Reversal of stocks written down/stocks recovered 1,582 334 2,164 829 – – – – 3,746 1,163

- Stocks written down/off (1,695) (2,036) (1,238) (1,125) – – – – (2,933) (3,161)

- Allowance for doubtful trade debts (116) (16) (546) (327) – – – – (662) (343)

- Allowance for doubtful trade debts written back 89 – 271 28 – – – – 360 28

Segment profi t/(loss) 5,873 3,165 43 (178) 176 315 – – 6,092 3,302

Assets

Additions to non- current assets 287 181 173 317 – 1,087 – – 460 1,585

Segment assets 85,329 72,116 59,000 61,388 3,406 6,561 – – 147,735 140,065

Segment liabilities 14,258 10,131 16,807 21,721 8 10 – – 31,073 31,862



33. Segment information (cont’d)

The nature of the adjustments and eliminations to arrive at amounts reported in the consolidated fi nancial statements relates to inter-segment revenues that are eliminated on consolidation.

Other geographical information

Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows:-

Revenue Non-current asset2011 2010 2011 2010

US$’000 US$’000 US$’000 US$’000

South East Asia 100,895 135,501 2,684 2,951India 20,196 24,089 33 37Hong Kong/The People’s Republic of China 350,694 324,140 896 925Others 17,591 12,661 – –

489,376 496,391 3,613 3,913

Non-current assets information presented above consist of property, plant and equipment, investment property and intangible assets as presented in the consolidated balance sheet.

Information about a major customer

There is no major customer for the years ended 31 December 2011 and 31 December 2010, contributing more than 10% of the total Group revenue.

34. Dividends

Group and Company

2011 2010

US$’000 US$’000

Declared and paid during the fi nancial year:

Dividends on ordinary shares: - Final exempt (one-tier) dividend for 2010 : 0.245 cents (2009 : Nil) per share 1,235 –

Proposed but not recognised as a liability as at 31 December:

Dividends on ordinary shares subject to shareholders’ approval at the AGM:

- Final exempt (one-tier) dividend for 2011 : 0.385 cents (2010 : 0.245 cents) per share 1,943 1,235- Final exempt (one-tier) special dividend for 2011 : 0.231 cents (2010 : Nil) per share 1,166 –

3,109 1,235

35. Authorisation of fi nancial statements for issue

The fi nancial statements for the fi nancial year ended 31 December 2011 were authorised for issue in accordance with a resolution of the directors on 28 February 2012.



STATISTICS OF SHAREHOLDINGS As at 29 February 2012

Number of Issued Shares (including Treasury Shares): 510,022,200Number of Issued Shares (excluding Treasury Shares): 504,659,200Number/*Percentage of Treasury Shares: 5,363,000/1.06%Class of Shares: OrdinaryVoting Rights (excluding Treasury Shares): One vote per share

* Percentage is calculated based on the total number of issued shares, excluding treasury shares of the Company.

STATISTICS OF SHAREHOLDINGS

Size of ShareholdingNumber of

Shareholders % Number of Shares %1 – 999 1 0.04 400 0.00

1,000 – 10,000 1,119 45.79 6,153,000 1.22

10,001 – 1,000,000 1,301 53.23 96,307,600 19.08

1,000,001 and above 23 0.94 402,198,200 79.70

2,444 100.00 504,659,200 100.00

SUBSTANTIAL SHAREHOLDERS(As recorded in the Register of Substantial Shareholders)

Direct Interest % Deemed Interest %

Albert Phuay Yong Hen 238,531,520 (1) 47.27 (3) 12,990,840 (2) 2.57 (3)

Alan Kwan Wai Loen 31,291,220 6.20 (3) 0 0.00 (3)

Notes:

(1) Include 2,000,000 shares held by Kim Eng Securities Pte Ltd

(2) Deemed to be interested as follows:-(i) 830,000 shares held by AP21 Holdings Pte Ltd; and(ii) 12,160,840 shares held by his spouse.

(3) Percentage is calculated based on the total number of issued shares, excluding treasury shares of the Company.


STATISTICS OF SHAREHOLDINGS As at 29 February 2012

TWENTY LARGEST SHAREHOLDERS

No. Name of Shareholders Number of Shares %

1. PHUAY YONG HEN 236,531,520 46.87

2. KWAN WAI LOEN 31,291,220 6.20

3. UOB KAY HIAN PTE LTD 25,806,000 5.11

4. ANSWER TECHNOLOGY CO LTD 24,000,000 4.76

5. CITIBANK NOMINEES SINGAPORE PTE LTD 12,500,000 2.48

6. HAN JIAK SIEW 12,160,840 2.41

7. OCBC SECURITIES PRIVATE LTD 10,286,000 2.04

8. CHNG SENG CHYE @ CHNG HUNG SENG 8,999,000 1.78

9. MAYBAN NOMINEES (S) PTE LTD 6,743,000 1.34

10. UNITED OVERSEAS BANK NOMINEES (PTE) LTD 5,656,000 1.12

11. BRUCE DOUGLAS MOULIN 4,866,000 0.96

12. MAYBANK KIM ENG SECURITIES PTE LTD 4,519,000 0.90

13. HL BANK NOMINEES (SINGAPORE) PTE LTD 2,693,000 0.53

14. KOK FAT KEUNG 2,579,620 0.51

15. NG BAN HOCK 2,125,000 0.42

16. OCBC NOMINEES SINGAPORE PRIVATE LIMITED 1,899,000 0.38

17. PHILLIP SECURITIES PTE LTD 1,833,000 0.36

18. LOW MONG CHAI 1,529,000 0.30

19. TEO YOU XIAO 1,450,000 0.29

20. LIM TECK HENG @ SOH TECK HENG STUART 1,272,000 0.25

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

Based on the information provided, to the best of the Directors and the substantial shareholders of the Company, 42.69% of the Company’s shares are held in the hands of public as at 29 February 2012. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.


NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting of Excelpoint Technology Ltd. (“the Company”) will be held at Grand Mercure Roxy Singapore, 50 East Coast Road, Roxy Square, Meyer & Frankel Room, Level 3, Singapore 428769 on Tuesday, 3 April 2012 at 3.00 p.m. for the following purposes:-

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December 2011 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a first and final ordinary dividend of 0.50 Singapore cent per ordinary share tax exempt one-tier for the year ended 31 December 2011 (2010: 0.30 Singapore cent per ordinary share). (Resolution 2)

3. To declare a special dividend of 0.30 Singapore cent per ordinary share tax exempt one-tier for the year ended 31 December 2011 (2010: Nil). (Resolution 3)

4. To re-elect the following Directors of the Company retiring pursuant to Article 104 of the Articles of Association of the Company:-

Low Teck Seng (Resolution 4) Kwan Wai Loen (Resolution 5)

Professor Low Teck Seng will, upon re-election as a Director of the Company, remain as Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee and will be considered independent.

5. To approve the payment of Directors’ Fees of S$180,000 for the financial year from 1 January 2012 to 31 December 2012 (2011: S$165,000). (Resolution 6)

6. To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. (Resolution 7)

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

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:- 8. Authority to issue shares

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

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

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

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

NOTICE OF ELEVENTH ANNUAL GENERAL MEETING



provided that:-

(a) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of the Instruments made or granted pursuant to the Ordinary Resolution and including shares which may be issued pursuant to any adjustment effected under any relevant Instruments) shall not exceed fi fty per centum (50%) (or such other limit or limits and manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) of the total number of issued shares (excluding treasury shares) in the capital of the Company of which the aggregate number of shares and convertible securities issued other than on a pro-rata basis to existing shareholders shall not exceed twenty per centum (20%) (or such other limit or limits and manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) of the total number of issued shares (excluding treasury shares) in the capital of the Company;

(b) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (a) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Ordinary Resolution, after adjusting for:-

(i) new shares arising from the conversion or exercise of convertible securities or employee share options on issue as at the date of the passing of the Ordinary Resolution; and

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

(c) in exercising the power to make or grant Instruments (including the making of any adjustment under any relevant Instrument), the Company shall comply with the listing rules and regulations of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association of the Company; and

(d) unless revoked or varied by the Company in General Meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company following passing of the Ordinary Resolution, or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (i)] (Resolution 8)

9. Authority to issue shares under the Excelpoint Share Option Scheme

That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors of the Company be authorised and empowered to offer and grant options under the prevailing Excelpoint Share Option Scheme (“the Scheme”) and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued pursuant to the Scheme shall not exceed fi fteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a General Meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (ii)] (Resolution 9)

10. Authority to issue shares under the Excelpoint Performance Share Scheme

That the Directors of the Company be authorised to offer and grant awards in accordance with the provisions of the prevailing Excelpoint Performance Share Scheme (“the Award Scheme”) and to deliver such number of fully-paid shares in the form of existing shares held as treasury shares and/or new shares as may be required to be delivered pursuant to the vesting of the awards under the Award Scheme. [See Explanatory Note (iii)] (Resolution 10)


11. Renewal of Share Buyback Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50, the Directors of the Company be and are hereby authorised to make purchases or otherwise acquire issued shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price as defi ned in paragraph 2.3.4 of Appendix to the Notice of the Annual General Meeting to Shareholders dated 19 March 2012 (the “Appendix”) in accordance with the Terms of the Share Buyback Mandate set out in the Appendix, and this mandate shall, unless revoked or varied by the Company in General Meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (iv)] (Resolution 11)

By Order of the Board

Tan Cher LiangWong Yoen HarSecretariesSingapore, 19 March 2012

Explanatory Notes:

(i) The Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a General Meeting, whichever is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, fi fty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to twenty per centum (20%) may be issued other than on a pro-rata basis to shareholders.

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

(ii) The Ordinary Resolution 9 in item 9 above, if passed, will empower the Directors of the Company, from the date of this Meeting until the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a General Meeting, whichever is the earlier, to issue shares in the Company subject to the maximum number of shares prescribed under the terms and conditions of the Option Scheme.



(iii) The Ordinary Resolution 10 proposed in item 10 above, if passed, will empower the Directors from the date of this Meeting until the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a General Meeting, whichever is the earlier, to offer and grant awards under the Award Scheme in accordance with the provisions of the Award Scheme and to deliver from time to time such number of fully-paid shares in the form of existing shares held as treasury shares and/or new shares as may required to be delivered pursuant to the vesting of the awards under Award Scheme subject to the maximum number of shares prescribed under the terms and conditions of the Award Scheme. The number of new shares to be issued under the Option Scheme and Award Scheme collectively, subject to the existing maximum limit of fi fteen per centum (15%) of the total issued share capital of the Company from time to time.

(iv) The Ordinary Resolution 11 proposed in item 11 above, if passed, will empower the Directors of the Company effective until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price as defi ned in Appendix to the Notice of the Annual General Meeting to Shareholders. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of fi nancing and the fi nancial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Buyback Mandate on the audited consolidated fi nancial accounts of the Group for the fi nancial year ended 31 December 2011 are set out in greater detail in Paragraph 2 of the Appendix.

Notes:

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

2. The instrument appointing a proxy must be deposited at the Registered Offi ce of the Company at 15 Changi

Business Park Central 1, #06-00, Singapore 486057 not less than forty-eight (48) hours before the time appointed for holding the Meeting.



This page is intentionally left blank


EXCELPOINT TECHNOLOGY LTD(Company Registration No. 200103280C)(Incorporated in the Republic of Singapore with limited liability)

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

I/We,

of

being a member/members of Excelpoint Technology Ltd (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Eleventh Annual General Meeting (the “Meeting”) of the Company to be held at Grand Mercure Roxy Singapore, 50 East Coast Road, Roxy Square, Meyer & Frankel Room, Level 3, Singapore 428769 on Tuesday, 3 April 2012 at 3.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

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

No. Resolutions relating to: For AgainstOrdinary Business

1 Directors’ Report and Audited Accounts for the year ended 31 December 2011

2 Payment of proposed first & final ordinary dividend

3 Payment of proposed special dividend

4 Re-election of Low Teck Seng as a Director

5 Re-election of Kwan Wai Loen as a Director

6Approval of Directors’ Fees amounting to S$180,000 to Independent Directors for the financial year from 1 January 2012 to 31 December 2012

7 Re-appointment of Messrs Ernst & Young LLP as Auditors

Special Business

8 Authority to issue shares in the share capital of the Company

9 Authority to issue shares under the Excelpoint Share Option Scheme

10 Authority to issue shares under the Excelpoint Performance Share Scheme

11 Renewal of Share Buyback Mandate

Dated this day of 2012

Total number of Shares in: No. of Shares(a) CDP Register

Signature of Shareholder(s) (b) Register of Membersor, Common Seal of Corporate Shareholder

IMPORTANT:

1. For investors who have used their CPF monies to buy Excelpoint Technology Ltd.’s shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.

✃


Notes :

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

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

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

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

5. The instrument appointing a proxy or proxies must be deposited at the registered offi ce of the Company at 15 Changi Business Park Central 1, #06-00, Singapore 486057 not less than 48 hours before the time appointed for the Meeting.

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

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

General:

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

15 Changi Business Park Central 1#06-00Singapore 486057Tel: 6741 8966 Fax: 6741 8980Website: www.excelpoint.com

Company Registration No. 200103280C

Date post:	10-Aug-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times

2011 ANNUAL REPORT - Excelpoint Technologyexcelpoint.listedcompany.com/misc/ar2011.pdf · pioneer...

Documents