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Midas Holdings Limited

ContentsCorporate Structure 01

Corporate Profile 02

Corporate Information 06

Message from the Executive Chairman 08

Message from the Chief Executive Officer 12

Board of Directors 15

Executive Officers 16

Financial Highlights 17

Financial Contents 18

Corporate StructureCorporate OfficeChen Wei Ping, Executive ChairmanChew Hwa Kwang, Patrick, Chief Executive OfficerTan Kai Teck, Chief Financial OfficerYang Xiao Guang, General Manager (Business Development) Jilin Midas Aluminium Industries Co., LtdWang Jiaxin, General Manager Shanxi Wanshida Engineering Plastics Co., LtdMa Mingzhang, General Manager

Incorporated on 17th of November 2000 as an investment

holding company, and listed on 23rd of February 2004 in

Singapore Stock Exchange, Midas Holdings Limited has

grown over the years to gain recognition as a leading

manufacturer of aluminium alloy extrusion products for the

rail transportation sector in the PRC.

Under the Midas Group are two business divisions,

namely:

(a) the Aluminium Alloy Division, and

(b) the PE Pipes Division

These two divisions are strategically located in the PRC

to take on the opportunities as well as to capitalise on the

potential benefits of the vast developments that are taking

place in the infrastructure and rail transport sectors.

Our customer base consists of all of the major domestic

train manufacturers such as CNR Changchun Railway

Vehicles Co., Ltd, CNR Tangshan Railway Vehicles Co.,

Ltd, Nanjing SR Puzhen Rail Transport Co., Ltd, CSR

Zhuzhou Electric Locomotive Co., Ltd., Bombardier

Sifang (Qingdao) Transportation Ltd, and the top three

global train manufacturers, namely, Alstom, Siemens and

Bombardier.

Besides our core business, we have a 32.5% stake in a

licensed metro train manufacturing company in the PRC,

Nanjing SR Puzhen Rail Transport Co., Ltd.

We are one of only six companies, and the only aluminium

alloy extrusion products manufacturer, in Asia to be

included in the Forbes Asia’s “Best Under A Billion” list for

four consecutive years from 2006 to 2009, in recognition

of our consistent growth and profitability.

Aluminium Alloy DivisionOur Aluminium Alloy Division, Jilin Midas Aluminium

Industries Co., Ltd (“Jilin Midas”), is a leading manufacturer

of aluminium alloy extrusion products for the passenger

rail transportation sector in the PRC. Our Aluminium Alloy

Division is our principal business division and accounted

for 95.4% of our total revenue from continuing operations

for the financial year ended 31 December 2009. We are

also one of the first and amongst the few in the aluminium

alloy extrusion industry in the PRC to possess capabilities

for the downstream fabrication of passenger train car

body components. We have an established track record of

supplying aluminium alloy extrusion products to more than

30 metro and high speed train projects in the PRC since

2003, representing a majority of the aluminium metro and

high speed train projects in the PRC during this period.

In December 2009, our Aluminium Alloy Division was

awarded the prestigious EN 15085-2 certification for the

welding of railway vehicles and components issued by

GSI SLV Duisburg, one of the largest welding engineering

institutes in Europe. The EN 15085-2 welding quality

assurance certification is recognised internationally,

including the Group’s major customers in the PRC, and is a

testimony of the Group’s capabilities to meet international

quality assurance standards for welding works in the

new build, conversion and repair of railway vehicles and

their components. This certification enhances our ability

to provide a complete suite of downstream fabrication

services and strengthens our competitive edge in the

market.

Also in 2009, our Aluminium Alloy Division was awarded

the prestigious International Railway Industry Standard

(IRIS) certification. Jilin Midas is the first company in the

PRC to receive the IRIS certification under the category of

“Manufacturing and Services of Aluminium Alloy Carbody

Profile and Parts for Rail Cars”. Promoted by the European

Rail Industry (UNIFE) and supported by operators, system

I Midas Holdings Limited I Annual Report 20092

Corporate Profile

integrators and equipment manufacturers, the IRIS

complements the internationally recognised ISO 9001

quality standard introducing rail specific requirements.

Chosen based on an assessment of its performance in

innovation, quality, financial health and organisation, our

Aluminium Alloy Division is the first supplier in China to

be included in Alstom’s “Leading Partners 150” (“LP150”)

programme in 2008. Under the terms of the agreement,

our Aluminium Alloy Division is a preferred supplier for

all Alstom’s new and re-sourcing projects globally. Our

Aluminium Alloy Division will also receive resources and

technology support from Alstom to develop key new

products and improve industrial quality standards.

Our Aluminium Alloy Division is accredited with the Quality

Focus Global Sourcing Grade “A” international certification

by ALSTOM Transport SA (“Alstom”), in accordance

to Alstom Transport Standard. As a testimony to our

capability to manufacture large-section aluminium alloy

extrusion products, this certification enables us to be the

global sourcing partner of all Alstom’s units.

In addition, our Aluminium Alloy Division has entered into a

Master Agreement with Siemens Aktiengesellschaft, Berlin

and Munich, Transportation Systems Group (“Siemens”).

Under this agreement, Siemens will engage our Aluminium

Alloy Division as a long term high technology supplier of

aluminium alloy extrusion products in the context of long

term partnership-based cooperation on a global basis.

In recognition of our ability to supply the highest quality

aluminium extrusion products, our Aluminium Alloy Division

was certified as an approved supplier to Changchun

Bombardier Railway Vehicles Co., Ltd (“CBRC”) in January

2006. CBRC is a joint venture between Bombardier

Transportation, the world leader in rail cars manufacturing,

and China’s leading train manufacturer, CNR Changchun

Railway Vehicles Co., Ltd.

We are a PRC certified supplier for the world’s three

renowned train manufacturers, which is a testimony and

endorsement of the quality of our aluminium alloy extrusion

products. This recognition given by Alstom, Siemens and

CBRC has provided us the platform to expand and grow

our business both in the PRC and the international export

markets.

In addition, our Aluminium Alloy Division was named

“2007 China’s Top Brand” by the General Administration

of Quality Supervision, Inspection and Quarantine of the

People’s Republic of China (“AQSIQ”) (国家质量监督检

验检疫总局) , in recognition of our product quality and

strong brand position.

Our Aluminium Alloy Division currently has two production

lines, with annual production capacity of up to 20,000

tonnes. Our production lines can produce large section

aluminium alloy extrusion products of up to 28 metres in

length and 0.7 metres in width for profiles and 0.48 metres

in diameter for large diameter tubes and rods. Our large

section aluminium alloy products are used in a variety

of industries. They are utilised in the rail transportation

industry to manufacture body frames of high-speed

trains and MRT/LRT trains. In addition, our aluminium

alloy products are also used in power stations for power

transmission purposes, electrical energy distribution,

transmission cables as well as production of mechanical

parts for industrial equipment.

In order to meet the increasing demand from our PRC

passenger rail transportation customers, we are in the

process of significantly expanding our production capacity.

In February 2009, we purchased a 110MN extrusion press

which will be installed in one of our current production

plants in Liaoyuan and is scheduled to commence

installation and commissioning in the second quarter of

2010. In August 2009, we purchased a 36MN extrusion

press and a 95MN extrusion press. Our 36MN extrusion

Business Review 3

press was delivered for installation and commissioning in

the first quarter of 2010. Our 95MN extrusion press, on

the other hand, is expected to be delivered for installation

and commissioning in August 2010. The addition of these

three new extrusion production lines will increase our total

annual production capacity from 20,000 tonnes to 50,000

tonnes by the end of 2010. Our Aluminium Alloy Division

currently has one fabrication line, with the capability to

fabricate car body components for 300 train cars. We are

increasing our capacity to fabricate car body components

for 1000 train cars by adding two additional fabrication

lines by the end of 2010.

Since 2004, we have successfully exported / secured

contracts for our large section aluminium alloy profiles to

manufacture body frames for the Singapore Downtown

Line Project, Singapore Circle Line Project, the Metro

Oslo MRT Project in Norway, the Valero Rus Project for

the Russian market, the Desiro Mainline Project for the

European and ex-European markets, the Helsinki –

St. Petersburg High Speed Train Project, the Incheon

International Airport Railroad Project in South Korea and

RS-Citadis Project for the European market and Saudi

Arabia Metro Project and Iran Metro Project for the Middle

East market.

We are involved in many high profile rail transport projects

in the PRC since 2003. Some of these metro projects

include:

• ShanghaiMRTLine1ExtensionProject

• ShanghaiMRTLine1Extension2Project

• ShanghaiMRTLine2Extension1Project

• ShanghaiMetroLine6Project






• ShanghaiYangpuMRTLinePhase1Project

• ShanghaiPearlLineProject

• ShenzhenMRTLine1ExtensionProject

• ShenzhenMRTLine4Project

• NanjingMetroLine1Project

• NanjingMetroLine2Project

• GuangzhouMRTLine2Project



• GuangzhouLine3AirportLineProject

• TianjinMRTProject

• ChangchunCityLightRailProject

We are currently the market leader in supplying large

section aluminium alloy profiles for the railway industry

in the PRC. Significantly, we were appointed the supplier

for some major high speed train projects in the PRC,

namely:

• RegionalLinePhase1Project

• BeijingtoTianjinHighSpeedTrainProject

• CRH3-380Project

• CRH3-300Project

• CRH5EMUProject

• CRH1EMUProject

• MagneticLevitationTrainPrototypeProject

The recognition for our manufacturing capability of

aluminium alloy extrusion products positions us for greater

growth in the PRC market. Moving forward, we aim to

expand our presence internationally by capitalising on

opportunities emanating from the overseas market.


Corporate Profile

PE Pipes DivisionOur PE Pipes Division manufactures PE pipes for use in

various types of piping networks, including gas piping

networks and water distribution networks.

Made of high density polyethylene, PE pipes are relatively

light-weight and chemically inert. Considered as viable

substitutes for traditional concrete and metal pipes, PE

pipes are easier and safer to install, more durable and

flexible. A proponent that is non-toxic in nature, our PE

pipes are cost efficient and possess high resistance to

corrosion.

Broadly categorised into two types of PE pipes, namely

the Gas PE Pipes and the Water PE Pipes which are

manufactured through the extrusion process, we

manufacture the various parts required in a piping

network, including pipes, joints and fittings. We also have

an installation team which assists customers in installing

and commissioning the PE pipes used in water distribution

networks. We do not undertake any installation work for

PE pipes used in gas distribution networks.

Our PE Pipes Division accounted for 4.6% of our total

revenue from continuing operations for the year ended 31

December 2009. As we consider our PE Pipes Division

to be a non-core business, representing a relatively small

portion of our Group’s revenue, we currently do not have

plans to further expand our PE Pipes business.

Joint VentureWe have a 32.5% equity stake in a Sino-foreign joint

venture, Nanjing SR Puzhen Rail Transport Co., Ltd.

(“NPRT”), which started commercial production in

FY2007. Through NPRT, we are able to further entrench

our position in the PRC railway industry as NPRT is one

of the four rolling stock companies in the PRC licensed to

manufacture and sell metro trains on a nationwide basis.

Many PRC cities have plans to build metro lines to facilitate

urban transportation; we believe that NPRT will be a direct

beneficiary of the high growth metro train industry in the

PRC given the limited number of players in the market.

Since inception, NPRT, together with its consortium

partners, has secured several high profile metro train

projects in the PRC, namely:

• NanjingMetroLine2Project,

• ShanghaiMetroLine10Project,

• NanjingMetroLine1ExtensionProject,

• ShanghaiMetroLine2EasternExtensionProject,

• ShenzhenMetroLine4Phase2Project,

• HangzhouMetroLine1Project,

• PearlRiverDeltaInter-CityTrainProject

(Dongguan-Shenzhen Section), and

• Dongguan-HuizhouInter-CityTrainProject.

Moving ForwardIn our comparatively short history, we are encouraged by

our current success. Moving forward, we are committed

to springboard towards greater expansion, growth value

creation, as well as strengthen our key competencies.

Business Review 5

BOARD OF DIRECTORS

Mr. Chen Wei Ping, Executive Chairman

Mr. Chew Hwa Kwang, Patrick, Chief Executive Officer

Mr. Chan Soo Sen, Independent Director

Mr. Chew Chin Hua, Independent Director

Mr. Tong Wei Min, Raymond, Non-Executive Director

Dr. Xu Wei Dong, Independent Director

AUDIT COMMITTEE

Mr. Chew Chin Hua, Chairman

Mr. Chan Soo Sen

Mr. Tong Wei Min, Raymond

NOMINATING COMMITTEE

Mr. Chan Soo Sen, Chairman


Mr. Chew Chin Hua

REMUNERATION COMMITTEE

Mr. Chan Soo Sen, Chairman

Mr. Chew Chin Hua


COMPANY SECRETARY

Ms. Tan Cheng Siew @ Nur Farah Tan, ACIS

REGISTERED OFFICE

2 Shenton Way

#04-01 SGX Centre 1

Singapore 068804

Tel: (65) 6438 3052

Fax: (65) 6438 3053

Website: www.midas.com.sg

Company Registration No. 200009758W

AUDITORS

BDO LLP

19 Keppel Road, #02-01

Jit Poh Building

Singapore 089058

Partner-in-charge: Mr Chan Hock Leong(Appointed with effect since financial year ended

31 December 2007)

SHARE REGISTRAR

Intertrust Singapore Corporate

Services Pte Ltd

3 Anson Road #27-01

Springleaf Tower

Singapore 079909

Corporate Information

BANKERS

DBS Bank

6 Shenton Way

DBS Building Tower 1

Singapore 068809

Oversea-Chinese Banking

Corporation Limited

65 Chulia Street

OCBC Centre

Singapore 049513

Industrial & Commercial

Bank of China

Liaoyuan City Branch

518 Renmin Avenue,

Liaoyuan City,

Jilin Province, PRC 136200

China Construction Bank


418 Renmin Avenue,

Liaoyuan City,


Agricultural Bank of China


303 Renmin Avenue,

Liaoyuan City,


Industrial & Commercial

Bank of China

Shanxi Branch

Da Yu West Street,

Ruicheng County,

Shanxi Province, PRC 044600

SUBSIDIARIES

Green Oasis Pte Ltd

2 Shenton Way

#04-01 SGX Centre 1

Singapore 068804

Tel: (65) 6438 3052

Fax: (65) 6438 3053

North East Industries Pte Ltd

2 Shenton Way

#04-01 SGX Centre 1

Singapore 068804

Tel: (65) 6438 3052

Fax: (65) 6438 3053

Midas Ventures Pte. Ltd.

2 Shenton Way

#04-01 SGX Centre 1

Singapore 068804

Tel: (65) 6438 3052

Fax: (65) 6438 3053

Jilin Midas Aluminium Industries Co., Ltd

188 Fuzhen Road

Liaoyuan City

Jilin Province

PRC 136200

Tel: (86) 437 - 508 2536

Fax: (86) 437 - 508 2500

Shanxi Wanshida Engineering Plastics

Co., Ltd

108 Yongle South Road

Ruicheng County

Shanxi Province

PRC 044600

Tel: (86) 359 - 303 0518

Fax: (86) 359 - 302 7431

Midas Trading (Beijing) Co., Ltd

Room 2007, Unit B, North Tower,

SOHO Shangdu,

8 Dongdaqiao Road

Chao Yang District

Beijing 100020

Tel: (86) 10 - 5869 8872

Fax: (86) 10 - 5869 8873

ASSOCIATE

Nanjing SR Puzhen Rail Transport

Co., Ltd.

No. 208 Puzhu Middle Road, Nanjing, Jiangsu

Province

PRC 210031

Tel: (86) 25 – 8584 8111

Fax: (86) 25 – 8584 7392

IR CONTACT

Citigate Dewe Rogerson,

i.MAGE Pte Ltd

1 Raffles Place

#26-02 OUB Centre

Singapore 048616

Tel: (65) 6534 5122

Fax: (65) 6534 4171


We are on track to more than double our

existing production capacity of 20,000

tonnes to 50,000 tonnes per annum by end

2010. This expansion in capacity will allow

us to better cater to market demand and

expected increase in customers’ orders.

“Increased Sustainability”

Dear Shareholders,

On behalf of the Board of Directors, I am delighted to

present to you our annual report for the financial year

ended 31 December 2009 (“FY2009”).

It was an eventful year for Midas. As part of the PRC

government’s high speed railway development plan, the

PRC government has allocated a substantial amount of

funding for the development of railway projects across the

country. In addition, many PRC cities have plans to build

mass rapid transit systems to ease traffic congestion.

As a result of these initiatives, the PRC high speed railway

and metro train industries are experiencing rapid growth,

which we expect will translate into increased demand for

our aluminium alloy extrusion products for the production

of high speed trains and metro trains.

Riding on this uptrend, our Group achieved an outstanding

performance during the year. Since June 2009, our core

business unit – Aluminium Alloy Division or Jillin Midas

Aluminium Industries Co., Ltd (“Jilin Midas”) (吉林麦达

斯铝业有限公司) bagged several contracts totalling

more than RMB1.5 billion to supply to prominent rail and

metro projects in the PRC and internationally.

As a Singapore-incorporated company, we are pleased

that our subsidiary Jilin Midas had successfully secured

a contract to supply aluminium alloy extrusion profiles

to the Downtown Line Project in Singapore. This is our

second metro project in Singapore following the Circle

Line Project in FY2003.

Jilin Midas also made its first foray into downstream

train car bodies fabrication services in FY2009, with the

award of three downstream train car bodies fabrication

contracts. This was in line with our long-term strategy

Message from the Executive Chairman


to become an integrated manufacturer and one-stop

service supplier to the rail transportation industry.

During the year, our associate company, Nanjing SR

Puzhen Rail Transport Co., Ltd (南京南车浦镇城轨

车辆有限公司) (“NPRT”), also gained headway in its

operations by clinching several significant contracts each

worth more than RMB 1 billion, namely the Hangzhou

Metro Line 1 Project, as well as the Pearl River Delta

Inter-City Train (Dongguan – Shenzhen Section) and

Dongguan – Huizhou Inter-City Train Projects. NPRT’s

contribution to our Group’s profit increased 73.1% to

S$3.3 million in FY2009.

For FY2009, our net profit rose 14.9% to S$37.5 million, on

the back of an 8.6% increase in revenue from continuing

operations, namely our Aluminium Alloy Division and our

PE Pipes Division, to S$150.0 million during the year. To

focus on our core business, we ceased operations of our

Agency & Procurement Division in March 2009.

Going forward, we are optimistic of our Group’s growth

ahead as we tap on the increasing market demand in

FY2010. Our third, fourth and fifth production lines are

expected to progressively contribute to our production

capacity from the second quarter of FY2010, and will

bring total annual production capacity to 50,000 tonnes

by the end of FY2010. With the expansion, we believe

that we will be able to further strengthen our market

position as we continue to deliver quality products and

services to our customers.

In July 2009, we successfully raised gross proceeds of

S$90.6 million through a private placement of 120 million

new ordinary shares, at the price of S$0.755 per share.

Proceeds from the placement were used mainly for the

expansion of our Aluminium Alloy Division’s production

capacity (including the purchase of our fourth and fifth

production lines). We would like to thank our investors

for their strong show of support.

For our next step of growth, we have proposed a secondary

listing on the Main Board of The Stock Exchange of

Hong Kong Limited and undertake a global offering of

new ordinary shares, which was announced in March

2010. Besides raising additional capital expenditure for

the future expansion of Jilin Midas and other business

plans, the proposed listing will also enable us to widen

our investor base and increase our visibility in the PRC

and Hong Kong markets. This will be beneficial to our

long-term growth and development.

We would also like to welcome on board Dr. Xu Wei Dong,

who joined us as an Independent Non-Executive Director

on 17 March 2010. Currently a professor at the Jilin

University Law School, Dr. Xu also holds directorships in

listed companies in the PRC.

On behalf of the Board, I would like to thank everyone

who has been growing with Midas thus far. To our

shareholders, business partners, customers and

colleagues, we hope that we will be able to persist on

with your unwavering support as Midas enters into a new

and exciting development phase.

Chen Wei Ping

Executive Chairman

Business Review 9

主席致词

亲爱的股东：

我非常荣幸能代表董事会，向大家呈献我们截至

2009年12月31日的年报。

麦达斯度过了精彩的一年。在中国全力发展国家

高速铁路的计划下，中国政府斥资巨款，扩展全

国上下的铁路工程。为了减轻交通拥挤的现象，

中国许多城市也计划建设地铁系统和网络。

这一系列的措施使中国高速铁路以及地铁行业取

得高速增长。高速列车以及地铁列车制造生产的

提高，也预料会带动市场对我们的铝合金型材产

品的需求。

乘着这股升势，集团在2009年取得了令人亮眼的

成绩。自2009年6月，我们的主要业务——铝合金

业务，即吉林麦达斯铝业有限公司，取得了多项

合同，总值逾15亿人民币，供应列车车体铝合金

型材给中国以及海外的重要铁路与地铁工程。

作为一家在新加坡成立的公司，我们也非常高兴

子公司吉林麦达斯成功获得了为新加坡滨海市区

线（Downtown Line）提供铝合金车体型材的合

同。滨海市区线是麦达斯继2003年所获的环线

（Circle Line）项目合同后，第二个在新加坡的

地铁项目。

集团的长期策略是成为一家综合制造商，并为铁

路交通业提供一站式服务。吉林麦达斯在2009年

取得三项下游车体型材大部件深加工的合同，成

功开拓了下游大部件深加工的业务，让集团进一

步向目标前进。

另外，我们的合资公司南京南车浦镇城轨车辆有

限公司（“NPRT”）在过去一年也在营运上有所

突破。NPRT荣获了几项各值10亿人民币的项目合

同。这些项目分别是杭州地铁一号线项目以及珠

江三角洲穗莞深城际轨道交通项目（莞深段）与

东莞至惠州城际轨道交通项目。NPRT对集团盈利

的贡献也在2009年劲增73.1%至330万新元。

来自集团持续经营业务——铝合金以及聚乙烯管

道业务的营业额在2009年增长8.6%至1亿5000万

新元，净利则上升14.9%至3750万新元。集团为

了要把重心放在主要业务上，在2009年3月结束了

在北京公司的代理和采购业务。

展望未来，鉴于市场需求在2010年仍不断提高，

我们对集团的增长保持乐观。我们的第三、第四

和第五条生产线预计在2010年第二季度陆续开始

对我们的产能有所贡献。到了2010年底，我们的

年总产能更是能提升至5万吨。我们相信，扩充产

能之后，我们能够进一步加强市场地位，继续为

顾客提供优质的产品和服务。

2009年7月，集团成功通过私人配售1亿2000万新

普通股，以每股75.5分筹集9060万新元的款项。

所筹的资金主要用在扩充集团铝合金业务的产能

（包括购置第四和第五条生产线）。为此，我们

衷心地感谢投资者的大力支持。

针对下一步发展，我们在2010年3月宣布了在香

港交易所主板上进行第二上市的计划，并同时进

行全球性的公开发售招股活动。上市计划除了能

让集团筹集额外资金作为吉林麦达斯日后扩充和

其他业务计划的资本开支，也能够让集团扩大投

资群，并在中国和香港市场中提高知名度。这无

疑将有利于集团的长期增长与发展。

在此，我们也热烈欢迎徐卫东教授加入麦达斯的

董事会，从2010年3月17日开始，成为集团的非

执行独立董事。徐教授目前任职于吉林大学法学

院，同时也担任中国几家上市公司的董事。

我谨代表董事会，向所有陪伴麦达斯成长的各位

致谢。对于我们的股东、生意伙伴、客户以及同

事们，希望我们能够继续拥有你们不间断的支

持，迈入麦达斯振奋人心的崭新发展阶段。

陈维平

执行主席


The railway industry in the PRC has been

boosted by the Ministry of Railways’ plans

for new inter-city high-speed trains in the

country. As a result, the PRC government

will progressively award contracts for the rail

infrastructure projects.

“Igniting Our

Growth Dynamics”

Dear Shareholders,

FY2009 was an important year for Midas as we

strengthened our capabilities to tap the burgeoning

opportunities in the PRC rail transportation industry.

Besides putting in place capacity expansion plans for

our Aluminium Alloy Division, we also expanded into

the provision of downstream train car bodies fabrication

services. This brings us another step closer to our

strategy to being an integrated manufacturer and one-

stop service supplier to the industry.

Leveraging on the PRC government’s sizeable

investments in public railways and metro networks during

the year, we secured a number of significant projects,

which further cemented Midas’ leadership position in the

industry. We also made our first foray into new markets in

the Middle East and further heightened our international

presence.

Financial ReviewThe revenue from our continuing operations, namely

our Aluminium Alloy Division and PE Pipes Division,

increased 8.6% to S$150.0 million in FY2009. We

had ceased operations of our Agency & Procurement

Division in March 2009 to place greater focus on our core

business.

During the year, Aluminium Alloy Division, our Group’s

core revenue contributor, achieved revenue of S$143.0

million, a 12.9% increase from a year ago. This

accounted for 95.4% of our Group’s revenue and 98.4%

of profit before tax. The Transport Industry continued to

play a significant role, with 64.8% of our Aluminium Alloy

Division’s revenue originating from this segment.

Overall gross profit margin was up 3.5 percentage points

from 34.2% in FY2008 to 37.7% in FY2009. The increase

was due to a higher gross profit margin of 38.4% at our

Aluminium Alloy Division, compared to 35.2% in FY2008,

resulting from a decline in raw material cost.

Message from the Chief Executive Officer


We are also pleased with NPRT’s outstanding report

card for FY2009 as its profit contribution surged 73.1%

to S$3.3 million.

Combined with S$0.3 million in profit from our

discontinued Agency and Procurement Division, FY2009

ended with a 14.9% growth in net profit attributable to

shareholders from S$32.7 million in FY2008 to S$37.5

million.

With the injection of additional funds following our

successful share placement exercise in July 2009 and

the increase in bank borrowings, our Group registered

cash and bank balances of S$101.2 million as at 31

December 2009.

We had conducted a successful private share placement

in July 2009, raising a total of approximately S$90.6

million in gross proceeds, mainly for the expansion of the

Group’s aluminium alloy production capacity (including

the purchase of our fourth and fifth production lines).

The enthusiastic response of investors to our share

placement is a clear indicator that the investing public

appreciates Midas’ business and our prospects and is

willing to continue to invest in us.

Strengthening Our Market PositionSince FY2003, Midas has increasingly built up our industry

reputation as a supplier of quality aluminium alloy rail car

profiles. To date, our Group’s Aluminium Alloy Division,

has secured contracts for more than 30 projects in the

PRC and internationally.

Since June 2009, Jilin Midas has clinched contracts

worth more than RMB1.5 billion. They include:

The PRC- Metro train projects

• ShenzhenLine4Project

• GuangzhouLine3AirportLineProject

• ChangchunLightRailProject

- Inter-city high-speed train projects

• CRH3-380Project

• CRH3-300Project

• CRH5EMUProject

• CRH1EMUProject

International- Metro train projects

•SingaporeDowntownLineProject

•SaudiArabiaMetroProject

•IranMetroProject

To enhance our Group’s competitive advantage as a

market leader and better tap on the booming opportunities

in the PRC rail transportation industry, we implemented

our long-term strategy in FY2009 to become an

integrated manufacturer and one-stop service supplier

to the industry.

Our strategy took off as Jilin Midas successfully expanded

into the provision of downstream train car bodies

fabrication services following three contracts awarded

by CNR Tangshan Railway Vehicles Co., Ltd and CNR

Changchun Railway Vehicles Co., Ltd, two of our repeat

customers, during the year.

International AccreditationsDuring the year under review, the Group continued to

gain international recognition for our quality products and

services.

Jilin Midas’ position in the global rail transportation

industry was further entrenched in July 2009 when

it became the first company in the PRC to receive

the International Railway Industry Standard (IRIS)

certification under the category of “Manufacturing and

Services of Aluminium Alloy Carbody Profile and Parts

for Rail Cars”. Promoted by the European Rail Industry

(UNIFE) and supported by operators, system integrators

and equipment manufacturers, the IRIS complements

the internationally recognised ISO 9001 quality standard

introducing rail specific requirements. Jilin Midas’ ability

to meet the highest quality standards worldwide and

standing as an international supplier has undoubtedly

received affirmation from the industry.

As a testimony of our capabilities to meet international

quality assurance standards for welding works in the new

build, conversion and repair of railway vehicles and their

components, Jilin Midas was awarded the prestigious

EN 15085-2 certification by GSI SLV Duisburg, one of

the largest welding engineering institutes in Europe and a

manufacturer certification body accredited by the German

Railway Authority.

Business Review 13

Embarking On The Next Journey Of GrowthThere is an increasing demand for new and upgraded

railway and metro networks across the PRC as a result

of rapid urbanisation and economic development in the

country. According to the PRC’s Ministry of Railway, the

government is set to invest a substantial RMB823.5

million in the country’s railway infrastructural network in

2010, following the RMB600 million that was expended

in 2009. Plans for the development of railway projects,

such as the inter-city high-speed train projects, are set to

continue in the year ahead. In addition, many cities in the

PRC have continued with plans to enhance their metro

train infrastructure in a bid to improve traffic conditions.

Strengthening Our CapabilitiesTo capitalise on the PRC government’s considerable

focus on the rail and metro transportation industry and

the resulting increase in market demand for train cars, we

are adding three more production lines for the production

of aluminium alloy extrusion profiles. With an aggregate

capacity of 30,000 tonnes, the new production lines

are expected to come onstream progressively from the

second quarter of FY2010. By the end of FY2010, our

annual production capacity will increase from 20,000

tonnes to 50,000 tonnes. At the same time, we are in

the process of putting up three downstream train car

bodies fabrication lines which are expected to be able

to process car bodies components for 1,000 train cars

by the end of FY2010. This will allow us to gear up our

integrated suite of services to tap the opportunities in the

PRC railway market.

Growing revenue stream from NPRTWe are also positive on the outlook of our associate

company, NPRT. Since its inception in FY2007, NPRT has

won contracts to supply to a number of landmark metro

projects in the PRC, During the year, NPRT continued

to strengthen its industry profile with the addition of the

Hangzhou Metro Line 1 Project, as well as the Pearl River

Delta Inter-City Train (Dongguan – Shenzhen Section)

and Dongguan – Huizhou Inter-City Train Projects to its

project line-up. As one of the only four manufacturers

with a licence to manufacture metro trains in the PRC,

NPRT is poised to benefit from the advancement of the

country’s metro train industry.

Proposed Hong Kong ListingTo further strengthen Midas’ growth prospects, the Board

of Directors announced in March 2010, the Group’s

application for a secondary listing on The Stock Exchange

of Hong Kong Limited, and in conjunction, a global offering

of up to 300 million new ordinary shares in the capital of

the Company, with an over-allotment option of 40 million

additional shares. On top of providing additional capital

for the Group’s future business expansion and expanding

our investor base, we believe that the proposed listing

will enhance Midas’ profile in the PRC and Hong Kong,

maximising the value of the Company, and benefitting our

shareholders in the long term.

In Utmost AppreciationAs we embark on the next journey of growth, I would like

to extend my gratitude to each and every shareholder who

has been here for us each step of the way. In appreciation

of your support and confidence in Midas all this while, we

have proposed a final dividend of 0.25 Singapore cents

per ordinary share, bringing the total dividend payout to

1.0 cents per share for FY2009.

Not forgetting our valued customers and business

partners who form the pillar of Midas’ growth, thank you

for your trust and recognition given to us over the years.

Finally, I would like to thank our Board of Directors and

staff of Midas for your steadfast commitment to the good

of Midas.

We are optimistic that our Group will continue to achieve

good performance in FY2010 and we hope to progress

with your continued support.

Chew Hwa Kwang, Patrick

Chief Executive Officer

Message from the Chief Executive Officer


1. Mr. Chen Wei Ping, aged 49, was appointed as our

Director on 21 August 2002 and has been Executive

Chairman of our Company since March 2003. Mr.

Chen is instrumental in developing and steering our

Group’s corporate directions and strategies. Mr. Chen

is responsible for the effective management of business

relations with our strategic partners. In addition, Mr. Chen

spearheaded the listing of our Company’s shares on the

SGX-ST on 23 February 2004. Mr. Chen has more than

twenty years of management experience and holds a

Bachelor Degree in Economics from Jilin Finance & Trade

College (PRC) as well as a Master Degree in Economics

from Jilin University (PRC).

2. Mr. Chew Hwa Kwang, Patrick, aged 47, is a founding

member of our Group and is our Chief Executive Officer

who is responsible for the overall operations and finance

of our Group and its financial well-being. Mr. Chew is

responsible for identifying future business opportunities

and services which our Group may provide to drive future

growth. Mr. Chew is also in charge of overseeing the day-

to-day management of our Group as well as our Group’s

strategic and business development. Mr. Chew has

served as our Executive Director since November 2000

and played a major role in the listing of our Company’s

shares on the SGX-ST on 23 February 2004. Mr. Chew

has more than twenty years of management experience.

Board of Directors

3. Mr. Chew Chin Hua, aged 55, was appointed

as an Independent Non-Executive Director of our

Company on 6 January 2004. Mr. Chew is a member

of the Association of Chartered Certified Accountants

and the Institute of Certified Public Accountants in

Singapore and has many years of experience in the

accounting and auditing profession. Mr. Chew is also

a director of another listed company in Singapore.

4. Mr. Chan Soo Sen, aged 53, was appointed as

an Independent Non-Executive Director on 29 June

2006. Mr. Chan is currently Executive Vice President

of Singbridge International Singapore Pte Ltd, and

Member of Parliament for Joo Chiat Constituency. Mr.

Chan was a Minister of State and had served in several

ministries including the Ministry of Education, Ministry

of Trade and Industry and Ministry of Community

Development, Youth and Sports. Before entering

the political scene, Mr. Chan started up the China-

Singapore Suzhou Industrial Park as the founding

CEO in 1994, laying the foundation and framework

for infrastructure and utilities development. Mr. Chan

holds a Master of Management Science from the

University of Stanford, United States of America and

is a director of a few listed companies in Singapore.

125 436

Business Review 15

Board of Directors

Executive Officers

5. Mr. Tong Wei Min, Raymond, aged 43, was

appointed as an Independent Non-Executive Director

on 15 November 2008, and was redesignated as Non-

Executive Director on 17 March 2010. Mr. Tong is a

partner and head of the Equity Capital Markets practice

group at WongPartnership LLP. Mr. Tong graduated from

the University of Nottingham and is a Barrister at Law

(Middle Temple). Mr. Tong was admitted to the Singapore

Bar in 1993.

In the course of his legal career, Mr. Tong has advised

on numerous capital markets transactions including

initial public offerings and subsequent fund-raising

transactions. Mr. Tong has also advised extensively on

corporate governance and compliance issues. Mr. Tong is

also a director of another listed company in Singapore.

6. Dr. Xu Wei Dong, aged 50, was appointed as an

Independent Non-Executive Director on 17 March 2010.

Dr. Xu is currently a professor and a PhD supervisor of the

School of Law, Jilin University (PRC). Dr. Xu graduated

from the School of Law (formerly known as the Law

Department), Jilin University (PRC) with a Bachelor

Degree in 1982. He obtained a Master Degree in law

in 1989 and a Doctoral Degree in economics in 2002,

both from Jilin University (PRC). Between June 2000 and

Mr. Tan Kai Teck, aged 40, is our Chief Financial

Officer responsible for our financial management and

the reporting functions of our Group. Mr. Tan holds a

Bachelor Degree in Accountancy (Second Upper Class

Honours) from the Nanyang Technological University and

is a Fellow Member of the Institute of Certified Public

Accountants of Singapore (FCPA Singapore).

Mr. Yang Xiao Guang, aged 50, is our General Manager

(Business Development) responsible for the execution

and implementation of the development and business

strategies of our Group. Mr. Yang is also involved in new

business development and new venture management.

Mr. Yang holds a Bachelor Degree in Economics from

Jilin Finance & Trade College (PRC) and a Master Degree

in the Science of Law from Jilin University (PRC).

December 2004, Dr. Xu served as the Deputy Dean of

the School of Law, Jilin University. He was promoted to

become the Dean of the School of Law, Jilin University

in December 2004 and held such position till December

2008. Dr. Xu concurrently holds senior positions in

various law related institutions and organisations. Dr. Xu

is the deputy chairman of Commercial Law Research

Department of the China Law Society, executive director

and secretary general of the Legal Education Research

Department of the China Law Society, deputy chairman

of the Jilin Province Law Society, executive director of

Jilin Province’s Intellectual Property Right Research

Commission, an arbitrator with China International

Economic and Trade Arbitration Commission, and a

lawyer with the Changchun Branch of Dacheng Law

Office. Dr. Xu is also a member and secretary general

of the Legal Teaching Guidance Committee of the PRC

Education Department; a member of the National Legal

Profession Examination Coordination Committee; a

member of the Advisory Committee of the Jilin Municipal

Government; and a member of the Legislation Advisory

Committee of the Heilongjiang Municipal Government. Dr.

Xu is currently an independent non-executive director of

a company listed on the Shanghai Stock Exchange and a

company listed on the Shenzhen Stock Exchange.

Mr. Wang Jiaxin, aged 54, is the General Manager of

Jilin Midas Aluminium Industries Co., Ltd. Mr. Wang is

responsible for the overall business operations of our

Aluminium Alloy Division. Mr. Wang holds a Bachelor

Degree in Mechanical Engineering from Jilin University

(PRC).

Mr. Ma Mingzhang, aged 57, is the General Manager of

Shanxi Wanshida Engineering Plastics Co., Ltd. Mr. Ma

is responsible for the overall business operations of our

PE Pipes Division. Mr. Ma holds a Bachelor Degree in

Industrial Automation Instrument from Harbin Industry

University (PRC) and a Master Degree in Science and

Engineering from Chengdu Science and Technology

University (PRC).


2009*S$’ 000

2008*S$’ 000

2007*S$’ 000

2006S$’ 000

2005S$’ 000

Revenue 149,993 138,139 119,875 104,764 70,473

Gross profit 56,595 47,178 44,235 34,241 26,160

Profit before income tax 46,481 37,835 35,053 27,723 21,103

Profit attributable to equity holders 37,541 32,677 31,914 25,567 18,322

Shareholders’ funds 320,834 209,802 181,574 162,894 91,877

Non current assets 260,789 148,888 109,391 101,577 48,241

Current assets 173,863 115,544 111,280 103,241 68,396

Current liabilities 96,757 47,884 39,097 38,978 22,179

Non current liabilities 17,061 6,746 - 2,946 2,581

For the Year (S$’ 000) 2009 2008 Change (%)

Revenue* 149,993 138,139 8.6

Gross profit* 56,595 47,178 20.0

Profit before income tax* 46,481 37,835 22.9

Profit attributable to equity holders 37,541 32,677 14.9

At Year End (S$’ 000)

Shareholders’ funds 320,834 209,802 52.9

Non current assets 260,789 148,888 75.2

Current assets 173,863 115,544 50.5

Current liabilities 96,757 47,884 102.1

Non current liabilities 17,061 6,746 152.9

Financial Ratios

Net Tangible Assets per Share (cents) 33.27 24.85 33.9

Basic Earnings per Share (cents) 4.18 3.87 8.3

Revenue (S$’000)

* Results (Revenue, Gross Profit, Profit before income tax) from continuing operations (Aluminium Alloy Division and PE Pipe Division) only. Agency and Procurement Division ceased operations in March 2009.

Profit Before Income Tax (S$’000)

Gross Profit (S$’000) Profit Attributable to Equity Holders (S$’000)

2009 2009

2009 2009

2008 2008

2008 2008

2007 2007

2007 2007

2006 2006

2006 2006

2005 2005

2005 2005

70.473 21,103

26,160 18,322

104,764 27,723

34,241 25,567

119,875 35,053

44,235 31,914

138,139 37,835

47,178 32,677

149,993 46,481

56,595 37,541

Financial Highlights

17Financial Highlights

19 Financial Review

22 Risk Management

24 Corporate Governance Statement

32 Report of the Directors

37 Statement by the Directors

38 Independent Auditors’ Report

40 Consolidated Statement of Comprehensive Income

41 Consolidated Statement of Financial Position

42 Statement of Financial Position of the Company

43 Consolidated Statements of Changes in Equity

44 Consolidated Statement of Cash Flow

46 Notes to the Financial Statements

92 Statistics of Shareholdings

93 Substantial Shareholders

94 Notice of Annual General Meeting

Proxy Form

Financial Contents

We believe that our established track record,

quality products and services will enable us to

seize the opportunities ahead.

“More Value Driven”

19Financial Review

Financial Review

REVENUE

Our Group’s principal activities for FY2009 are as follows: a. manufacture of large section aluminium alloy extrusion products for use mainly in the following:

•RailTransportIndustry-Weproducealuminiumalloyprofileswhichareusedtomanufacturetraincarbodyframesforuse by high-speed trains, MRT and LRT trains;

•Power Industry - We produce aluminium alloy tubings which are used in power stations for power transmissionpurposes, electrical energy distribution and transmission cables; and

•Others-Weproducealuminiumalloyrodsandotherspecializedprofileswhichareusedintheproductionofmechanicalparts for industrial machinery.

b. manufacture of PE pipes for use in various types of piping networks including gas piping networks and water distribution

networks.

Our revenue from continuing operations by business activities is set out below:

Business segments (S$’ 000) FY2009 FY2008 Change %

Aluminium Alloy Division 143,030 126,702 16,328 12.9

PE Pipes Division 6,963 11,437 (4,474) (39.1)

Total 149,993 138,139 11,854 8.6

Our revenue from continuing operations increased by about S$11.9 million or 8.6% from S$138.1 million in FY2008 to S$150.0 million in FY2009. Our Aluminium Alloy Division recorded an increase in revenue by approximately 12.9% or S$16.3 million in FY2009 mainly driven by an increase in the demand for our products in the PRC rail transport industry and our effort to concentrate on our Aluminium Alloy Division. Our PE Pipes Division recorded a decrease in revenue by 39.1% or S$4.5millioninFY2009duetoincreasedcompetition.InMarch2009,weceasedoperationsofourAgency&ProcurementDivision.

The table below show the revenue segmentation in percentage terms by end usage at the Aluminium Alloy Division for the financialyearended31December2009:

Aluminium Alloy Division

FY2009 FY2008

% %

RailTransportIndustry 64.8 64.3

PowerIndustry 17.9 23.4

Others 17.3 12.3

Total 100.0 100.0

Sales by end usage indicate that revenue contribution from the rail transport industry is still the major revenue contributor, contributing approximately 64.8% of the revenue for the Aluminium Alloy Division. “Others” segment included mainly revenue fromthesupplyofaluminiumalloyrodsandotherspecializedprofilesforindustrialequipment.

20 I Midas Holdings Limited I Annual Report 2009

Financial Review

Our Aluminium Alloy Division is currently well placed to compete more effectively, especially in supplying aluminium alloy profilesforuseastraincarbodyframesintherailtransportindustryandalsoprovidedownstreamfabricationservices.OurAluminiumAlloyDivisioniscertifiedbytheworld’sthreeleadingtrainmanufacturers,namelyAlstom,SiemensandChangchunBombardier.ItwasalsoawardedtheEN15085-2certificationfortheweldingofrailwayvehiclesandcomponentsissuedbyGSISLVDuisburg,oneof the largestweldingengineering institutes inEuropeand the InternationalRailway IndustryStandard (IRIS) certification in FY2009. We believe that such recognition would provide us the platform to expand ourbusinessbothinthePRCandtheinternationalmarkets.Wehavedemonstratedourcapabilitiesinsupplyingaluminiumalloyprofilesofinternationalstandardsandmeetingthestringentrequirementsofourinternationalcustomersbysecuringmorecontracts in the international markets. InFY2009,ourAluminiumAlloyDivisionundertakeaggressiveexpansionplanstoinstallthreenewproductionlineswhichwill increase our annual production capacity from the current 20,000 tonnes to 50,000 tonnes by the end of 2010; and also two additional fabrication lines which will enable us to fabricate car body components for 1,000 train cars from the current capacity to fabricate car body components for 300 train cars by the end of 2010. Moving ahead, we expect contributions from the rail transport industry to increase in FY2010.

PROFITABILITY

Ourgrossprofitbybusinessactivitiesissetoutbelow:



PE Pipes Division 1,658 2,599 (941) (36.2)

Total 56,595 47,178 9,417 20.0

Gross Profit Margin (%) 37.7 34.2

GrossprofitfromcontinuingoperationsincreasedbyapproximatelyS$9.4millionor20.0%fromS$47.2millioninFY2008toS$56.6millioninFY2009.ThiswasbroughtaboutbyhighergrossprofitsexperiencedatourAluminiumAlloyDivisionduetoincreasedbusinessvolume,offsetbythedeclineingrossprofitexperiencedatourPEPipesDivisionduetoincreasedcompetition. OurGroup’sgrossprofitmarginforFY2009was37.7%versus34.2%inFY2008.GrossprofitmarginforourAluminiumAlloyDivision was 38.4% for FY2009 as compared to 35.2% for FY2008; the increase is due to decline in raw material cost.

Ourprofitbeforeincometaxbybusinessactivitiesissetoutbelow:


Continuing operations


PE Pipes Division 497 1,473 (976) (66.3)

Unallocated (3,253) (2,808) (445) 15.8

Discontinued operations

Agency&ProcurementDivision 385 2,881 (2,496) (86.6)

Finance costs (810) (2,591) (1,781) (68.7)

Share of profit of an associate 3,314 1,915 1,399 73.1

Total 46,865 40,715 6,150 15.1

21Financial Review

Other operating income decreased by about S$1.4 million in FY2009 mainly due to lower reinvestment tax credit received by our Aluminium Alloy Division. Selling and distribution expenses increased by approximately S$0.9 million, driven by the higher business volume recorded at our Aluminium Alloy Division, which resulted in an increase in packaging, advertising and transport costs. Administrative expenses increased by about S$1.6 million in FY2009 due mainly to higher payroll costs from an increase headcount and salary revision and also increase in travelling, depreciation and property taxes. Financecostcomprisedinterestpaidforbankborrowingsandfinancingcostsrelatingtoearlyutilisationofnotesreceivable.ApproximatelyS$2.6millionoftheinterestonbankborrowingsthataredirectlyarisingfromloansobtainedtofinancetheconstruction of property, plant and equipment for our new production lines were capitalised. Ourassociatedcompany,NanjingSRPuzhenRailTransportCo.,Ltd.contributedS$3.3millioninFY2009. Income tax expense for FY2009 increased as a result of higher profits. With effect from 1 January 2008, all the PRCsubsidiariesaresubjecttostatutorycorporate incometaxrateof25%inaccordancewiththePRC’sCorporate IncomeTaxLaw.However,ourAluminiumAlloyDivisionwasgranteda50%reliefofEnterpriseIncomeTaxinrespectofitsprofitsderived from the second production line until FY2010. FY2009endedwithnetprofitattributabletoshareholdersofaboutS$37.5millionwhichrepresenteda14.9%increaseoverFY2008.

UPDATE ON USE OF PROCEEDS

Update on the use of proceeds from the placement of 120,000,000 new ordinary shares in the capital of the company pursuanttotheplacementagreementdated16July2009: The net proceeds of S$89.4 million had been utilised as follows:

(i) An amount of approximately S$76.3 million had been used for its intended purpose for the acquisition of two aluminium alloy extrusion presses, auxiliary machineries and infrastructure for our Aluminium Alloy Division. Approximately S$4.7 million has been set aside for the remaining payments in relation to the machineries and would be disbursed accordingly when the payments due, and

(ii) The remaining balance of approximately S$8.4 million is being held for general corporate and working capital requirements.

Financial Review


Risk Management

Business Risk

Our revenue is mainly derived in the PRC from the sales of aluminium alloy extrusion products and PE pipes for the transport and infrastructure industries. We intend to further our growth opportunities by marketing our productsoverseas to minimise any over reliance on the local PRC markets. Since FY2004, we have successfully exported or secured orders for our large section aluminium alloy profiles to manufacture train car body frames for the Singapore CircleLineandDowntownLineProject,theMetroOsloMRTProjectinNorway,theValeroRusProjectfortheRussianmarket, the Desiro Mainline Project for the European and ex-European markets, the Helsinki – St. Petersburg High SpeedTrainProject,theIncheonInternationalAirportRailroadProjectinSouthKorea,theRS-CitadisProjectfortheEuropeanmarketandSaudiArabiaMetroProjectandIranMetroProjectfortheMiddleEastmarket.

The raw materials used in our manufacturing processes are plastic resins (for our PE Pipes Division) and aluminium alloy billets (for our Aluminium Alloy Division). Raw materials make up a significant component of the cost of sales. Wearethereforevulnerabletofluctuationsinthepricesoftheserawmaterialsandcomponents.Wegenerallydonotpurchase or store raw materials in advance. Purchases of raw materials are generally made in response to customers’ order. Our Group makes use of this natural hedge to minimise any impact of fluctuations in raw materials prices on our Group’s profitability.

Interest Rate Risk Our interestrateriskrelatesprimarilytoourpledgedbankdeposits,bankdepositsandbankborrowings.Weplaceour cash balances with reputable banks and financial institutions. Our policy is to obtain the most favourable rates available.Wecurrentlyhavenotentered into interest rate swaps tohedgeagainstourexposure tochanges in fairvalues of our borrowings. Inaddition,totheextentthatwemayneedtoraisedebtfinancinginthefuture,upwardfluctuationsininterestrateswillincrease the cost of new debts. Fluctuations in interest rates can also lead to significant fluctuations in the fair values of our debt obligations. Wecurrentlydonotuseanyderivativeinstrumentstomanageourinterestrate.Totheextentwedecidetodosointhefuture, there can be no assurance that any future hedging activities will protect us from fluctuations in interest rates. Liquidity Risk

Liquidityriskistheriskthatwehavenetcurrentliabilitiesattheendofareportingperiod.Weareexposedtoliquidityrisk if we are unable to raise sufficient funds to meet our financial obligations when they fall due. To manage liquidity risk, we monitor and maintain a level of cash and cash equivalents considered adequate by our management to finance our operations and mitigate the effects of fluctuations in cash flow. In doing so, ourmanagement monitors the utilisation of borrowings to ensure adequate unutilised banking facilities and compliance with loan covenants.

23Risk Management

Risk Management

Foreign Currency Risk Foreign currency risk refers to the risk that movement in foreign currency exchange rates will affect our Group’s financial results and cash flow. Certain of our bank accounts, deposits, receivables and payables are denominated in Singapore dollars, U.S. dollars and Euros, which are different from the functional currency of our entities, which exposes us to foreign currency risk. However, most of our operating expenses, including our operating and administrative costs are denominated in Renminbi,andwecollectmostofourrevenueinRenminbi.Weexpecttocontinuetoincurasignificantportionofouroperating costs, and to recognise operating revenue, in Renminbi. As a result, we do not believe we are exposed to significant foreign currency risk. However, our Company’s cash flow is derived from dividend income from our subsidiaries in Singapore dollars. Hence, our Company would be exposed to foreign exchange risks when we receive dividends from our PRC subsidiaries in Renminbi. As we expand our operations, we may incur a certain portion of our cash flow in currencies other than Renminbi and, thereby, may increase our exposure to fluctuations on exchange rates. Our policy is not to take speculative positions through forward currency contracts and we have not engaged in any foreign currency hedging activities as at the date of this prospectus.

Credit Risk

Our principal financial assets are trade and other receivables and bank balances, which represent our maximum exposure to credit risk in relation to financial assets. Ourcreditriskisprimarilyattributabletotradereceivables.Inordertominimisecreditrisk,ourmanagementcontinuouslymonitorsthelevelofourexposuretoensurethatfollow-upactionistakentorecoveroverduedebts.Inaddition,wereview the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment lossesaremade for irrecoverableamounts. In this regard,ourDirectorsconsider thatourcredit risk issignificantly reduced. Our trade receivables are mainly generated by customers in the PRC. Although we rely on a few key customers, our historical experience in the collection of trade and other receivables falls within the recorded allowance for doubtful debts.Weareoftheopinionthatadequateprovisionforuncollectibletradereceivableshasbeenmadeinthefinancialstatements. In addition, the credit risk on bank deposits and bank balances is limited because a majority of thecounterparties are state-owned banks with good reputations and credit ratings.


Corporate Governance Statement

Midas Holdings Limited (“the Company”) is committed to maintaining a high standard of corporate governance in complying with the benchmark set by the Code of Corporate Governance 2005 (“the Code”) issued by the Ministry of Financeon14July2005.

The main corporate governance practices that were in place since are set out below.

A BOARD MATTERS Board’s conduct of its affairs

The Board of Directors (“the Board”) supervises the management of the business and affairs of the Company and its subsidiaries (“the Group”). The Board approves the Group’s corporate and strategic direction, appointment of Directors and key managerial personnel, major funding and investment proposals, and reviews the financial performance of the Group. To assist in the execution of its responsibilities, the Board has established an Audit Committee (“AC”), a Remuneration Committee (“RC”) and a Nominating Committee (“NC”). Each of these committees has its own written terms of reference and whose actions are reported to and monitored by the Board. The Company has adopted internal guidelines setting forth matters that require Board approval.

The types of material transactions that require the Board’s approval under such guidelines included the following: • Approvalofquarterlyresultsannouncement;• Approvaloftheannualreportsandaccounts;• Declarationofinterimdividendsandproposaloffinaldividends;• Conveningofshareholders’meetings;• Approvalofbroadpolicies,strategiesandfinancialobjectivesoftheGroupandmonitoringthe performance of management;• Overseetheprocessesforevaluatingtheadequacyofinternalcontrols,riskmanagement, financial reporting and compliance;• ApprovalofnominationsofDirectors;• Approvalofmaterialacquisitionsanddisposalsofassets;and• Authorisationofmajortransactions. The Board comprises business leaders and professionals with financial backgrounds. Profiles of our Directors are found on pages 15 to 16 of this Report. The Board conducts scheduled meetings on a regular basis. Ad hoc meetings will be convened to deliberate on urgent substantive matters when necessary. Telephonic attendance and conference via audio-visual communications at Board meetings are allowed under the Company’s Articles of Association. The attendance of the Directors at meetings of the Board and Board committees, as well as the frequency of such meetings, is disclosed in Part E of this Report. The Directors are provided with important and relevant information of the Company and the Group. The Directors are also provided with the phone numbers and email addresses of the Company’s senior management and Company Secretary to facilitate access to information. Newly appointed Directors are given an orientation on the Group’s business strategies and operations, including factory visits to ensure their familiarity with the Group’s operations and governance practices.

Corporate Governance Statement 25


The Company Secretary and/or her representative attend(s) all Board meetings and, together with the Directors, are responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary and/or her representative administer(s), attend(s) and prepare(s) minutes of all Board and Board committee meetings.

Directors are welcome to request further explanations, briefings or informal discussions on any aspects of the Group’s operations or business issues from the management. The Chief Executive Officer (“CEO”) will make the necessary arrangements for the briefings, informal discussions or explanations required by the Directors.

Board Composition and Balance TheBoardcomprisestwoExecutiveDirectors,threeIndependentNon-ExecutiveDirectorsandoneNon-ExecutiveDirector.KeyinformationregardingtheDirectorscanbefoundundertheBoardofDirectors’Profilesectioninthisannual report.

Name of Director

Board Committee asChairmanor Member

Directorship:Date of firstappointment /Date of lastre-election

Boardappointment:Executive ornon-executive /Independent

Due forre-election atnext AGM

ChenWeiPing NA21 August 2002/30 April 2008

ExecutiveRetirementpursuant to Article 91

ChewHwaKwang,Patrick

NA17 November 2000 /30 April 2009

Executive NA

Chew Chin HuaChairman of AC, Member of NCand RC

6January2004/30 April 2008

IndependentRetirementpursuant to Article 91

Chan Soo SenChairman of NC and RC, Member of AC

29June2006/30 April 2009

IndependentNA

TongWeiMin,Raymond

Member of AC,NC and RC

15 November 2008 /30 April 2009

Non-ExecutiveNA

XuWeiDong NA 17 March 2010 IndependentRetirementpursuant to Article 97

The independenceofeach IndependentDirector is reviewedannuallybytheNC.TheNCadoptstheCode’sdefinitionofwhatconstitutesanIndependentDirectorinitsreview,andtheCompanyrequirestheIndependentDirectors to declare their independence annually. As a result of the review of the independence of each Director fortheyear,theNCissatisfiedwiththeindependenceofalltheIndependentDirectors.



Role of Chairman and CEO

TherolesforbothChairmanandCEOintheCompanyareseparatelyassumedbyMr.ChenWeiPingandMr.ChewHwaKwang,Patrick.Assuch,thereisacleardivisionofresponsibilitiesatthetopoftheGroup.Mr. Chen bears responsibility for the workings of the Board and ensures that the procedures are introduced to comply with the Code while Mr. Chew bears executive responsibility for the Group’s business.

Nominating Committee (“NC”) TheNCcomprises2Independentand1Non-ExecutiveDirectors: •Mr.ChanSooSen,ChairmanoftheNCandIndependentDirector•Mr.ChewChinHua,IndependentDirector•Mr.TongWeiMin,Raymond,Non-ExecutiveDirector The principal functions of the NC are to: • IdentifysuitablecandidatesandreviewallnominationsfortheappointmenttotheBoardofDirectorsbefore making recommendations to the Board for appointment.• AssesstheindependenceoftheDirectorsannuallyandisoftheopinionthattheDirectorswhohavebeen classified as independent under the “Board of Directors” section are indeed independent.•DecidewhetherornotaDirectorisabletoandhasbeenadequatelycarryingouthisdutiesasaDirector of the Company particularly where the Director has multiple board representations.• AccesstheeffectivenessoftheBoard.• TorecommendDirectorswhoareretiringbyrotationtobeputforwardforre-election,havingregardto their contribution and performance. The NC is of the view that the current Board comprises persons who as a group, provide core competencies necessarytomeettheCompany’stargetsandthatthecurrentboardsizeisadequate,takingintoaccountthenature and scope of the Group’s operations. KeyinformationontheindividualDirectorsoftheCompanyissetoutonpages15to16ofthisAnnualReport.Their shareholdings are also disclosed on page 32 of this Annual Report. None of the Directors hold shares in the subsidiaries of the Company.

Board Performance The NC will use its best efforts to ensure that Directors appointed to the Board possess the relevant background, experience and knowledge to enable balanced and well-considered decisions to be made. The performance criteria the NC will consider in relation to an individual Director include the Director’s industry knowledge and/or functional expertise, contribution and workload requirements, sense of independence and attendance at the Board and committee meetings. One of the NC’s responsibilities is to undertake a review of the Board’s performance. The NC will consider practicable methods to assess the effectiveness of the Board.


B REMUNERATION MATTERS Remuneration Committee (“RC”) TheRCcomprises2Independentand1Non-ExecutiveDirectors: 1.Mr.ChanSooSen,ChairmanoftheRCandIndependentDirector2.Mr.ChewChinHua,IndependentDirector3.Mr.TongWeiMin,Raymond,Non-ExecutiveDirector

The principal functions of the RC are to: •ReviewandadvisetheBoardontheremunerationpackagesofseniormanagementemployeesoftheGroup.•ReviewandapproveannuallytheremunerationfortheDirectors.•DeterminetargetsforanyperformancerelatedpayschemesoperatedbytheCompany.•AdministertheMidasEmployeesShareOptionScheme(“theScheme”). ThemembersoftheRCdonothavespecializedknowledgeinthefieldofexecutivecompensation.However,they have gained experiences in this area via managing the business and/or the human resources matters of the Group and companies outside the Group. The Company will ensure that the RC has access to expert advice on thehumanresourcematterwheneverthereisaneedtoconsultexternally.Insettingremunerationpackages,the Group takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Group’s performance and individual’s performance. No Director or executive will be involved in deciding his own remuneration. The remuneration packages for our Executive Chairman and CEO include a basic salary component, a profit sharing component as well as share option elements, which are performance related. Both our Executive ChairmanandCEOhaveenteredintoserviceagreementswiththeGroupwitheffectfrom1January2009fora period of three years. IndependentandNon-ExecutiveDirectorsdonothaveservicecontractswiththeCompany.IndependentandNon-Executive Directors will receive directors’ fees, in accordance with their contributions, taking into factors such as effort and time spent, responsibilities of the Directors and the need to pay competitive fees to attract, retain and motivate the Directors. Directors’ fees have been recommended by the Board for approval at the Company’s Annual General Meeting (“AGM”).




Disclosure on Remuneration A breakdown of each individual Director’s remuneration, in percentage terms showing the level and mix for the year ended 31 December 2009, is as follows:

Fees( % )

Salary( % )

Other benefits

( % )

Share basepayments

( % )Total( % )

S$250,000 TO S$499,999:

ChenWeiPing - 80 20 - 100

ChewHwaKwang,Patrick - 79 21 - 100

Below S$250,000:

Chew Chin Hua 62 - - 38 100

Chan Soo Sen 62 - - 38 100

TongWeiMin,Raymond 62 - - 38 100

XuWeiDong(appointed on 17March 2010)

- - - - -

The table below sets out the ranges of gross remuneration received by the top five executives in the Company and its subsidiaries, but does not include associate during the financial year under review.

S$250,000 to S$499,999:

TanKaiTeck - Chief Financial Officer

WangJiaxin -GeneralManagerofJilinMidasAluminiumIndustriesCo.,Ltd.

Below S$250,000:

Yang Xiao Guang - General Manager (Business Development)

MaMingzhang -GeneralManagerofShanxiWanshidaEngineeringPlasticsCo.,Ltd.

Sun Qixiang -FinancialControllerofJilinMidasAluminiumIndustriesCo.,Ltd.

There are no persons occupying managerial positions in the Company who are related to a Director or substantial shareholder of the Company or any of its principal subsidiaries who earned more than S$150,000 per annum for the financial year ended 31 December 2009.


C ACCOUNTABILITY AND AUDIT Audit Committee (“AC”) TheACcomprises2Independentand1Non-ExecutiveDirectors: •Mr.ChewChinHua,ChairmanoftheACandIndependentDirector•Mr.ChanSooSen,IndependentDirector•Mr.TongWeiMin,Raymond,Non-ExecutiveDirector

The chairman of the AC, Mr. Chew Chin Hua has many years of experience in the auditing and accounting profession.Mr.ChanSooSenandMr.TongWeiMin,Raymondhavemanyyearsofexperience inbusinessand financial management. The AC members bring with them extensive managerial and financial expertise. All of them are also board members of various listed companies in Singapore. The AC meets at least 4 times a year, with further meetings if circumstances require. The Board is of the view that the members of the AC have sufficient financial management expertise and experience to discharge the AC’s functions. The AC assists the Board to maintain a high standard of corporate governance, particularly in the areas of effective financial reporting and the adequacy of internal control systems of the Group. During the year, the AC reviewed and approved the audit plans submitted by both the internal and external auditors. The AC reviewed the findings and recommendations from the auditors. The AC also reviewed and discussed the announcements of the quarterly, half year and full year results. The AC evaluates the assistance given by management to the external auditors and also reviews any interested person transactions. TheAChasfullaccesstomanagementandisgiventheresourcesrequiredforittodischargeitsfunctions.Ithas the full authority and discretion to invite any Director or executive officer to attend its meetings. The AC meets with the external auditors, without the presence of management, at least once a year. The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services would not affect the independence of the external auditors. The AC recommends BDO LLP to the Board of Directors for re-appointment as external auditors of the Company.

Internal Control The Board believes that, in the absence of any evidence to the contrary, the system of internal control maintained by the Group throughout the financial year and up to the date of this report, provides reasonable, but not absolute, assurance against material financial misstatements or loss, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practice, and the identification and containment of business risk. The Board notes that no system of internal control could provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human error, losses, fraud or other irregularities.




Internal Audit The internal audit function is outsourced to a firm of certified public accountants. The internal auditors report directly to the Chairman of the AC. The AC reviews and approves the annual internal audit plans and reviews the scope of internal audit procedures. The internal auditors report to the AC directly their significant findings and recommendations arising from the internal audit carried out.

D COMMUNICATIONS WITH SHAREHOLDERS The Group is mindful of the obligation to provide regular, effective and fair communication with shareholders on a timely basis. The Group does not practice selective disclosure. The Company holds analysts briefing after announcing its full-year results. The announcements of results are published through the SGXNET and news releases. All information on the Company’s and/or the Group’s new initiatives are first disseminated via SGXNET followed by a news release. Results and annual reports are announced or issued within the mandatory period. All shareholders of the Company receive the annual report, circulars and notices of the shareholders’ meetings. The notices are also advertised in newspapers. The Company encouraged shareholders to attend the AGM to ensure a high level of accountability and to stay informed of the Company’s and/or the Group’s strategies and goals. The notice of this AGM has been dispatched to the shareholders, at least 14 clear days before the meeting. The Board welcomes questions from shareholders either formally or informally before or at the AGM. The Company’s Articles of Association allow a shareholder of the Company to appoint one or two proxies to attend and vote instead of the shareholder.

E OTHERS Director’s Attendance at Board & Committee Meetings The number of Board and Committee meetings held in the financial year ended 31 December 2009 and the attendance at those meetings were as follows:

BoardAudit

CommitteeNominatingCommittee

RemunerationCommittee

Total no. ofmeetings held

= 4


= 4


= 1


= 1

No. of meetings attended




ChenWeiPing 4/4 NA NA NA

ChewHwaKwang,Patrick 4/4 NA NA NA

Chew Chin Hua 4/4 4/4 1/1 1/1

Chan Soo Sen 4/4 4/4 1/1 1/1

TongWeiMin,Raymond 4/4 4/4 1/1 1/1

XuWeiDong(appointed on 17 March 2010) NA NA NA NA


Securities Trading The Group has adopted the best practices stipulated in Listing Rule 1207(18) of the SGX-ST Listing Manual withrespecttothedealingsinsecuritiesfortheguidanceofDirectorsandofficers.Inlinewiththeguidelines,Directors and executive officers of the Group are not permitted to deal in the Company’s shares during the period commencing two weeks before the announcement of the Group’s financial statements for each of the first three quarters of its financial year, or one month before the announcement of the Group’s annual results and ending on the date of the announcement of the relevant results, or when they are in possession of any unpublished price sensitive information on the Group.

Interested Person Transactions Policy The Group has adopted an internal policy in respect of any transactions with interested persons and has set out the procedures for periodic review and approval of these transactions by the AC.

Risk Management The Group regularly reviews and improves its business and operational activities to take into account the risk management perspective. The Group seeks to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The Group reviews all significant control policies and procedures and highlights all significant matters to the AC.

Whistle-Blowing Program As a further enhancement to internal risk control processes, the Company introduced and implemented the “Policy onReportingWrongdoing”acrosstheGroup.Underthis“Whistleblowing”policy,allformsof“wrong-doings”canbereportedtoaninvestigationunit,withthe“whistle-blower”beingprovidedconfidentialityprotection.“Wrong-doings”can include fraud, theft, abuse of authority, breach of regulations or non-compliance with corporate policy such as improperbankingorfinancialtransactions.

Material Contracts Save as disclosed, there are no other material contracts entered into by the Company and its subsidiaries involving the interest of the CEO, Director or controlling shareholder, which are either subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year.



Report of the Directors

TheDirectorsarepleasedtopresenttheirreporttothememberstogetherwiththeauditedconsolidatedfinancialstatementsoftheGroupandthestatementoffinancialpositionoftheCompanyforthefinancialyearended31December2009.

1. Directors

TheDirectorsoftheCompanyinofficeatthedateofthisreportare:

Mr.ChenWeiPing Mr.ChewHwaKwang,Patrick Mr. Chew Chin Hua Mr. Chan Soo SenMr.TongWeiMin,RaymondDr.XuWeiDong(appointedon17March2010)

2. Arrangements to enable Directors to acquire shares and debentures

NeitherattheendofnoratanytimeduringthefinancialyearwastheCompanyapartytoanyarrangementwhoseobject is toenable theDirectorsof theCompany toacquirebenefitsbymeansof theacquisitionofshares inordebentures of the Company or any other body corporate, other than as disclosed under “Share Options” of this report.

3. Directors’ interests in shares or debentures

According to the register of Directors’ shareholding kept by the Company for the purpose of Section 164 of the SingaporeCompaniesAct,Cap.50(the“Act”),theDirectorswhowereholdingofficeattheendoffinancialyearhadinterest in the shares or debentures of the Company and its related corporations as detailed below:

Direct interest Deemed interest

Name of Director

At beginning of the financial year or date of

appointment

At end of the financial year

At beginning of the financial

year or date of appointment

At end of the financial year

The Company

Mr.ChenWeiPing 174,905,200 130,905,200 - -

Mr.ChewHwaKwang,Patrick 120,711,800 120,711,800 - -

Mr. Chew Chin Hua 1,000,000 1,000,000 600,000 600,000

Mr.TongWeiMin,Raymond 20,000 20,000 510,000 510,000

Inaccordancewiththerequirementsof theListingManualof theSingaporeExchangeSecuritiesTradingLimited(“SGX-ST”), the Directors of the Company state that, according to the register of Directors’ shareholdings, there wasnootherchange in theDirectors’ interestsasat21January2010 insharesof theCompanyand itsrelatedcorporations from those disclosed as at 31 December 2009.

3. Directors’ interests in shares or debentures (Continued)

AccordingtotheregisterofDirectors’shareholdings,certainDirectorsholdingofficeattheendofthefinancialyearhad interests in options to subscribe for ordinary shares of the Company granted pursuant to the Midas Employee Share Option Scheme as set out below:

Name of Director

Exercise price per

share Exercise period

At beginning of the

financial year

At end of the

financial year

Options to subscribe for ordinary shares

Mr.ChenWeiPing S$0.873 11.5.2007 to 10.5.2011 1,500,000 1,500,000

Mr.ChewHwaKwang,Patrick S$0.873 11.5.2007 to 10.5.2011 1,500,000 1,500,000

Mr. Chew Chin Hua S$1.992

S$0.517

14.5.2008 to 13.5.2012

9.2.2009 to 8.2.2014

300,000

-

300,000

250,000

Mr. Chan Soo Sen S$1.992

S$0.517

14.5.2008 to 13.5.2012

9.2.2009 to 8.2.2014

300,000

-

300,000

250,000

Mr.TongWeiMin,Raymond S$0.517 9.2.2009 to 8.2.2014 - 250,000

4. Corporate governance

The Board of Directors (the “Board”) is committed to ensuring that the highest standards of corporate governance are practiced throughout Midas Holdings Limited (the “Company”) and its subsidiaries (the “Group”), as a fundamental partofitsresponsibilitiestoprotectandenhanceshareholdervalueandthefinancialperformanceoftheGroup.

5. Directors’ contractual benefits

Sincethebeginningofthefinancialyear,noDirectoroftheCompanyhasreceivedorbecomeentitledtoreceiveabenefitbyreasonofacontractmadebytheCompanyorarelatedcorporationwiththeDirectororwithafirmofwhichheisamemberorwithacompanyinwhichhehasasubstantialfinancialinterest,exceptasdisclosedintheaccompanyingfinancialstatements.

6. Share options

Midas Employee Share Option Scheme

The Midas Employee Share Option Scheme (the “Scheme”) was approved by the shareholders of the Company at an Extraordinary General Meeting held on 6 January 2004. The Scheme is administered by the Company’sRemunerationCommittee,comprisingMr.ChewChinHua,Mr.ChanSooSenandMr.TongWeiMin,Raymond.

33Financial Statements

Report of the Directors (Continued)

6. Share options (Continued)

UndertheScheme,anoptionentitlestheoptionholdertosubscribeforaspecificnumberofnewordinarysharein the Company comprised in the option at a subcription price per share determined with reference to the market priceof theshareat the timeofgrantof theoption.TheRemunerationCommitteemayat itsdiscretion, fix thesubscription price at a maximum discount of 20% off the market price. Options granted with the subscription price setatthemarketpriceshallonlybeexercisedafterthefirstanniversaryfromthedateofthegrantoftheoption.Options granted with the market price set at a discount to the market price shall only be exercised after the second anniversary from the date of the grant of the option. The shares under option may be exercised in whole or in part thereof. Options granted will lapse when the option holder ceases to be a full-time employee of the Company or any Company of the Group subject to certain exceptions at the discretion of the Company.

The number of shares available under the Scheme shall not exceed 15% of the issued share capital of the Company.

The Scheme became operative with options to subscribe for 2,500,000 ordinary shares of the Company being granted on 18 May 2005 (“2005 Options”). Particulars of the 2005 Options were set out in the Directors’ Report for thefinancialyearended31December2005.

On 11 May 2006, options to subscribe for 4,950,000 ordinary shares of the Company at an exercise price of S$0.873 per share were granted (“2006 Options”). The 2006 Options are exercisable from 11 May 2007 and expire on 10 May 2011.

On 14 May 2007, options to subscribe for 4,600,000 ordinary shares of the Company at an exercise price of S$1.992 per share were granted (“2007 Options”). The 2007 Options are exercisable from 14 May 2008 and expire on 13 May 2012.

On 9 February 2009, options to subscribe for 5,850,000 ordinary shares of the Company at an exercise price of S$0.517 per share were granted (“2009 Options”). The 2009 Options are exercisable from 9 February 2010 and expire on 8 February 2014.

Thedetailsofoptionsgrantedandexercisedduringthefinancialyearwereasfollows:

Aggregate Aggregate exercised or Granted in granted since cancelled since Aggregate financial commencement commencement outstanding year ended of scheme to of scheme to as atOption participants 31.12.2009 31.12.2009 31.12.2009 31.12.2009

Directors of the Company -Mr.ChenWeiPing - 1,500,000 - 1,500,000-Mr.ChewHwaKwang,Patrick - 1,500,000 - 1,500,000- Mr. Chew Chin Hua 250,000 950,000 (400,000) 550,000- Mr. Chan Soo Sen 250,000 550,000 - 550,000-Mr.TongWeiMin,Raymond 250,000 250,000 - 250,000 Other executives 5,100,000 13,150,000 (4,900,000 ) 8,250,000Total 5,850,000 17,900,000 (5,300,000 ) 12,600,000




6. Share options (Continued)

During thefinancial year, therewasnoshareoptionsgranted tocontrollingshareholdersof theCompanyat thefinancialyearpursuanttotheMidasEmployeeShareOptionScheme.

No other key management or employee has received options on 5% or more of the total number of shares available under theschemeduring the financial year.NootherDirectororemployeeof theCompanyand its subsidiaries(asdefinedintheSingaporeExchangeSecuritiesTradingListingManual)hasreceivedoptionson5%ormoreofthe total number of shares available to all Directors and employees of the Company and its subsidiaries under the Schemeduringthefinancialyear.

Duringthefinancialyearended31December2008,theCompany issuedatotalof1,200,000ordinarysharesatexercise price of S$0.873 each pursuant to the Midas Employee Share Option Scheme to take up unissued shares oftheCompanyoritssubsidiaries.Therewerenosharesissuedduringthefinancialyearbyvirtueoftheexerciseofoptions to take up unissued shares of the Company or its subsidiaries.

ThenumberofunissuedordinarysharesoftheCompanyunderoptionsoutstandingattheendofthefinancialyearis as follows:

Option relating to Midas Employee Share Option Scheme

Number outstanding at

31.12.2009 Exercise price Exercise period

2006 Options 3,000,000 S$0.873 11.5.2007 to 10.5.2011

2007 Options 4,000,000 S$1.992 14.5.2008 to 13.5.2012

2009 Options 5,600,000 S$0.517 9.2.2009 to 8.2.2014

7. Audit committee

ThemembersoftheAuditCommitteeduringthefinancialyearandthedateofthisreportare:

Mr.ChewChinHua(Chairman) -IndependentDirectorMr.ChanSooSen -IndependentDirectorMr.TongWeiMin,Raymond -Non-executiveDirector

TheAuditCommitteeperformsthefunctionsspecifiedinSection201BoftheAct.

TheAuditCommitteehasheldfourmeetingssincethelastDirectors’report.Inperformingitsfunctions,theAuditCommittee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Company’s internal accounting control system.


7. Audit committee (Continued)

The Audit Committee also reviewed the following:

• theGroup’sfinancialandoperatingresultsandaccountingpolicies;

• thequarterly,half-yearlyandannualresultsannouncementsaswellastherelatedpressreleasesontheresults andfinancialpositionoftheCompanyandoftheGroup;

• theco-operationandassistancegivenbythemanagementtotheGroup’sinternalandexternalauditors;

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

8. Auditors

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

On behalf of the Board of Directors

________________________________ __________________________________MR. CHEN WEI PING MR. CHEW HWA KWANG, PATRICKDirector Director

Singapore23 March 2010




IntheopinionoftheBoardofDirectors,

(a) theaccompanyingconsolidatedfinancialstatementsoftheGroupandthestatementoffinancialpositionoftheCompanyare properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 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 asat31December2009andoftheresults,changesinequityandcashflowoftheGroupforthefinancialyearendedon 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

________________________________ __________________________________MR. CHEN WEI PING MR. CHEW HWA KWANG, PATRICKDirector Director


Statement by the Directors


Independent Auditors’ ReportTo the Members of Midas Holdings Limited

WehaveauditedtheaccompanyingconsolidatedfinancialstatementsofMidasHoldingsLimited(the“Company”)anditssubsidiaries(collectivelythe“Group”),whichcomprisethestatementsoffinancialpositionoftheGroupandoftheCompanyas at 31 December 2009, statement of comprehensive income, statement of changes in equity and statement of cash flow oftheGroupforthefinancialyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatorynotesas set out on pages 40 to 91.

Management’s Responsibility for the Financial Statements

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

(a) devisingandmaintainingasystemofinternalaccountingcontrolssufficienttoprovidereasonableassurancethatassetsare safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that theyarerecordedasnecessarytopermitthepreparationoftrueandfairprofitandlossaccountsandstatementsoffinancialpositionandtomaintainaccountabilityofassets;

(b) selecting and applying appropriate accounting policies; and

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

Auditors’ Responsibility

Ourresponsibility istoexpressanopiniononthesefinancialstatementsbasedonouraudit.Weconductedouraudit inaccordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements andplanandperform theaudit toobtain reasonableassurancewhether thefinancial statementsare free frommaterialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatementof thefinancialstatements,whetherdueto fraudorerror. Inmakingthoseriskassessments, theauditorsconsider internal control relevant to theentity’spreparationand fairpresentationof the financial statements inorder todesign 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 ofthefinancialstatements.

39

Independent Auditors’ ReportTo the Members of Midas Holdings Limited (Continued)

Financial Statements

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinion.

Opinion

Inouropinion,

(a) theconsolidatedfinancialstatementsoftheGroupandthestatementoffinancialpositionoftheCompanyareproperlydrawn 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 2009 and of the results, changesinequityandcashflowsoftheGroupforthefinancialyearendedonthatdate;and

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

BDO LLPPublic Accountants andCertifiedPublicAccountants



Consolidated Statement of Comprehensive incomeFor the Financial Year Ended 31 December 2009

Notes 2009 2008 S$’000 S$’000

Continuing operations Turnover 4 149,993 138,139 Cost of sales (93,398 ) (90,961 )Gross profit 56,595 47,178 Other operating income 6 1,898 3,334 Selling and distribution expenses (4,709 ) (3,786 )Administrative expenses (9,808 ) (8,216 )Finance costs 9 (809 ) (2,590 )Share of profits of an associate 17 3,314 1,915 Profit before income tax expense 7(a) 46,481 37,835 Incometaxexpense 11 (9,222) (7,223)

Profit for the financial year from continuing operations 37,259 30,612

Discontinued operations Profit for the financial year from discontinued operations 7(b) 282 2,065 Profit for the financial year 37,541 32,677

Other comprehensive income: Translation differences relating to financial statements of foreign subsidiaries (7,161 ) 10,517 Deferred tax arising from translation differences - (419 )Other comprehensive income for the financial year (7,161 ) 10,098

Total comprehensive income for the financial year 30,380 42,775 Basic earnings per share (S cents) 13 4.18 3.87 - From continuing operations 4.15 3.62 - From discontinued operations 0.03 0.25 Diluted earnings per share (S cents) 13 4.18 3.86 - From continuing operations 4.15 3.62 - From discontinued operations 0.03 0.24

The accompanying notes form an integral part of these financial statements.


Consolidated Statement of Financial PositionAs at 31 December 2009

Notes 2009 2008 S$’000 S$’000 Non-current assets Property, plant and equipment 14 194,605 111,854 Land use rights 15 18,285 2,999 Interestinanassociate 17 33,414 31,917Available-for-sale financial assets 18 411 -Prepaid rental 19 26 28 Pledged bank deposits 20 14,048 2,090 260,789 148,888 Current assets Inventories 21 17,706 15,665Trade and other receivables 22 54,934 67,473 Cash and cash equivalents 23 101,223 32,406 173,863 115,544 Current liabilities Trade and other payables 24 13,459 30,358 Bank borrowings 25 80,104 14,742 Dividends payable 2,411 2,111 Incometaxpayable 783 673 96,757 47,884 Net current assets 77,106 67,660 Total assets less current liabilities 337,895 216,548 Non-current liabilities Bank borrowings 25 16,646 6,327 Deferred tax liability 26 415 419 17,061 6,746 Net assets 320,834 209,802 Capital and reserves Share capital 27(a) 220,696 131,237 Treasury shares 27(b) (518 ) (518 )Foreign currency translation reserve 29 (3,428 ) 3,733 PRC statutory reserve 30 18,234 14,547 Share option reserve 31 3,062 2,525 Retained earnings 82,788 58,278 Total equity attributable to equity holders of the Company 320,834 209,802



Notes 2009 2008

S$’000 S$’000

Non-current assets

Property, plant and equipment 14 3 6

Interestsinsubsidiaries 16 188,766 105,673

Interestinanassociate 17 29,733 29,733

218,502 135,412

Current assets

Other receivables 22 2,335 1,079

Cash and cash equivalents 23 6,620 71

8,955 1,150

Current liabilities

Other payables 24 105 120

Dividends payable 2,411 2,111

2,516 2,231

Net current assets/(liabilities) 6,439 (1,081)

Total assets less current liabilities 224,941 134,331

Capital and reserves

Share capital 27(a) 220,696 131,237

Treasury shares 27(b) (518) (518)

Share option reserve 31 3,062 2,525

Retained earnings 28 1,701 1,087

Total equity 224,941 134,331

Statement of Financial Position of the CompanyAs at 31 December 2009



Consolidated Statement of Changes in EquityFor The Financial Year Ended 31 December 2009

Attributable to the equity holders of the Company Foreign Currency PRC Share Share Treasury translation statutory option capital shares reserve reserve reserve Retained (Note 27(a)) (Note27(b)) (Note29) (Note30) (Note31) earnings Total

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Balanceat1January2008 131,014 - (6,365) 11,013 1,996 43,916 181,574

Total comprehensive income

forthefinancialyear - - 10,098 - - 32,677 42,775

Transfer to general reserve - - - 3,534 - (3,534 ) -

Issueofshares-Optionshares 175 - - - - - 175

Repurchase of shares and

held as treasury shares - (518 ) - - - - (518 )

Transfer of option reserve to

share capital upon

exercise of ESOS 48 - - - (48 ) - -

Dividends (note 12) - - - - - (14,781 ) (14,781 )

Share-based payment expense - - - - 577 - 577

Balance at 31 December 2008 and

1January2009 131,237 (518) 3,733 14,547 2,525 58,278 209,802

Total comprehensive income

forthefinancialyear - - (7,161) - - 37,541 30,380

Transfer to general reserve - - - 3,687 - (3,687 ) -

Issueofshares-Placement 89,459 - - - - - 89,459

Dividends (note 12) - - - - - (9,344 ) (9,344 )

Share-based payment expense - - - - 537 - 537

Balance at 31 December 2009 220,696 (518 ) (3,428 ) 18,234 3,062 82,788 320,834



Note 2009 2008 S$’000 S$’000

Cash flows from operating activities Profitbeforeincometaxexpense 46,481 37,835Profitbeforetaxfromdiscontinuedoperations 384 2,880 46,865 40,715Adjustments for:

Depreciation of property, plant and equipment 10,503 7,939Allowance for doubtful trade receivables - 94Write-backofallowancefordoubtfultradereceivables (212) -Bad debts written off 415 -Amortisation of prepaid rental and land use rights 341 101Loss on disposal of property, plant and equipment, net 150 4Impairmentlossonproperty,plantandequipment 1,205 -Writedownofobsoleteinventories 180 -Share-based payment expense 537 577Shareofprofitsofanassociate (3,314) (1,915)Interestexpenses 602 2,445Interestincome (144) (209)

Operatingprofitbeforechangesinworkingcapital 57,128 49,751Changes in working capital: (Increase)/Decreaseininventories (2,221) 3,925Decrease/(Increase)intradeandotherreceivables 14,153 (26,556)(Decrease)/Increaseintradeandotherpayables (16,899) 15,436Cash generated from operations 52,161 42,556Interestpaid (602) (2,445)Interestreceived 144 209Incometaxpaid (9,214) (8,522)Net cash from operating activities 42,489 31,798 Cash flows from investing activities Proceeds from disposal of property, plant and equipment 1,522 -Purchase of property, plant and equipment (99,435 ) (43,226 )(Increase)/Decreaseinpledgedbankdeposits (11,958) 2,915Purchase of land use rights (16,256 ) -Investmentinavailable-for-salefinancialassets (411) -Interestpaid (2,646) -Net cash used in investing activities (129,184 ) (40,311 )

Consolidated Statement of Cash FlowFor the Financial Year Ended 31 December 2009



Consolidated Statement of Cash FlowFor the Financial Year Ended 31 December 2009 (Continued)

Note 2009 2008 S$’000 S$’000

Cash flows from financing activities Net proceeds from issuance of ordinary shares 89,459 175 Dividends paid (9,044 ) (16,896 )Purchase of treasury shares - (518 )Proceed from bank borrowings 114,479 5,272 Repayment of bank borrowings (38,260 ) (3,712 )Net cash from/(used in) financing activities 156,634 (15,679 ) Net increase/(decrease) in cash and cash equivalents 69,939 (24,192 )Cash and cash equivalents at beginning of the financial year 32,406 51,666 Net effect of exchange rate changes in cash and cash equivalents (1,122 ) 4,932 Cash and cash equivalents at end of the financial year, comprising bank balances and cash 23 101,223 32,406


Thesenotesformanintegralpartofandshouldbereadinconjunctionwiththeaccompanyingfinancialstatements.

1. General corporate information

Midas Holdings Limited (the “Company”) is a public limited liability company incorporated and domiciled in the RepublicofSingapore(RegistrationNumber:200009758W)withitsregisteredofficeandprincipalplaceofbusinessatNo.2ShentonWay,#04-01SGXCentre1,Singapore068804.TheCompanyislistedontheMainBoardoftheSingapore Exchange Securities Trading Limited.

The principal activity of the Company is that of an investment holding. TheprincipalactivitiesofthesubsidiariesaresetoutinNote16tothefinancialstatements.

TheconsolidatedfinancialstatementsrelatetotheCompanyanditssubsidiaries(hereinafterknownasthe“Group”)and the Group’s interests in an associate.

2. Summary of significant accounting policies

(a) Basis of preparation

ThefinancialstatementshavebeenpreparedinaccordancewiththeprovisionsoftheSingaporeCompaniesAct,Cap. 50 (the “Act”) and Singapore Financial Reporting Standards (“FRS”) including related interpretation of FRS (“INTFRS”).Thefinancialstatementsarepreparedunderthehistoricalcostconventionexceptasdisclosedinthe accounting policies below.

The individual financial statements of each Group entity are measured and presented in the currency of theprimaryeconomicenvironmentinwhichtheentityoperates(the“functionalcurrency”).Theconsolidatedfinancialstatementsof theGroupand thestatementof financialpositionof theCompanyarepresented inSingaporedollar(“S$”),whichisthefunctionalcurrencyoftheCompany.Allfinancial informationpresentedinSingaporedollar has been rounded to the nearest thousands, unless otherwise stated. Thepreparationoffinancialstatements inconformitywithFRSsrequirestheuseofcertaincriticalaccountingestimates. It also requires management to exercise its judgement in the process of applying the Group’saccounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions andestimatesaresignificanttothefinancialstatementsaredisclosedinnote3tothefinancialstatements.

The Group has early adopted the amendments to FRS105 “Non-current Assets Held for Sale and Discontinued Operations”inadvanceofeffectivedateof1January2010,disclosureinthesefinancialstatementshavebeenmodified to reflect theAccountingStandardsCouncil’sclarification (aspartof Improvements toFRSs (2009))that the disclosure requirements in Standards other than FRS105 do not generally apply to non-current assets classifiedasheldforsaleanddiscontinuedoperations.

Notes to the Financial StatementsFor the Financial Year Ended 31 December 2009


Financial Statements 47

Notes to the Financial StatementsFor the Financial Year Ended 31 December 2009 (Continued)

2. Summary of significant accounting policies (Continued)

(a) Basis of preparation (Continued)

The Group has not early adopted the following new/revised FRSs issued by the Accounting Standards Council that are not yet effective, but potentially relevant to the Group.

FRSs(Amendments) ImprovementstoFRSs20092

FRS 24 (Revised) Related Party Disclosures 4

FRS 27 (Revised) Consolidated and Separate Financial Statements 1

FRS 103 (Revised) Business Combinations 1

INTFRS117 DistributionsofNon-cashAssetstoOwners1

INTFRS119 ExtinguishingFinancialLiabilitieswithEquityInstruments3

1Effectiveforannualperiodsbeginningonorafter1July20092 Effectiveforannualperiodsbeginningonorafter1July2009and1January2010,asappropriate3 Effectiveforannualperiodsbeginningonorafter1July20104 Effectiveforannualperiodsbeginningonorafter1January2011

The amendment to FRS 17 made under “Improvements to FRSs 2009”, mandatory for accounting periodsbeginningonorafter1January2010,removesthespecificguidancewhichstatedthatlandheldunderaleaseshouldbeclassifiedasanoperatingleaseunlesstitletothelandisexpectedtopassattheendoftheleaseterm.ItprovidesnewguidancewhichindicatesthatentityshouldusejudgementtodecidewhethertheleasetransfersthesignificantrisksandrewardsofownershipofthelandinaccordancewiththecriteriasetoutinFRS17.TheGroupwillreassesstheclassificationoflandelementsofunexpiredleasesatthedateitadoptstheamendmenton thebasisof informationexistingat the inceptionof the leaseand recognisea leasenewlyclassifiedasafinance lease retrospectively if thecriteriaofafinance lease ismet. If the informationnecessary toapply theamendment retrospectively is not available, the Group will recognise the related asset and liability at their fair values on the date of adoption and recognise the difference in retained earnings.

The revised FRS 103 introduces a number of changes in accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. The revised FRS 27 requires that a change in the ownership interest of a subsidiary without loss of control is accounted for as an equity transaction. Therefore, such a change will have no impact on goodwill, nor will it give rise to a gain or loss. Furthermore, the revised standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments were made to FRS 7, FRS 12, FRS 21, FRS 28 and FRS 31. The changes introduced by the revised FRS 103 and revised FRS 27 is to be applied prospectively and will affect the accounting of future acquisitions and transactions with minority interests.

TheGroupis intheprocessofmakinganassessmentoftheimpactofthesenewandrevisedFRSsandINTFRSs upon initial application. Except for the revised FRS 103 and FRS 27 which will have an impact on future business combinations and transactions with minority interests, the Group anticipates that these new and revised FRSsandINTFRSsareunlikelytohaveanysignificantimpactontheGroup’sresultsofoperationsandfinancialposition.




(b) Basis of consolidation

TheconsolidatedfinancialstatementscomprisethefinancialstatementsoftheCompanyanditssubsidiaries.Inter-companytransactionsandbalancesbetweengroupcompaniesareeliminatedinfullonconsolidation.

On acquisition of subsidiaries, the assets and liabilities of the relevant subsidiaries are measured at their fair values at the date of acquisition. The interest of minority shareholders is initially measured at the minority’s proportionateshareofthefairvaluesoftheacquiree’sidentifiableassetsandliabilities.

The resultsof subsidiariesacquiredordisposedofduring the financial yearare included in theconsolidatedstatements of comprehensive income from the effective dates of acquisition or up to the effective dates of disposal, as appropriate.

(c) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

The cost of property, plant and equipment comprises its purchase price and any direct attributable cost of bringing the property, plant and equipment to the location and condition necessary for its intended use. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, onlywhenit isprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtotheGroupandthecost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairsandmaintenancearerecognisedasanexpenseinprofitorlossduringthefinancialperiodinwhichtheyare incurred.

Depreciation is charged so as to write off the cost of property, plant and equipment to their residual values over their estimated useful lives, using the straight-line method on the following bases:

Annual depreciation ratesBuildings and improvements 3% to 5%Plant, equipment and mould 5% to 20%Motor vehicles 10% to 20%Officeequipment 10%

Construction in progress is stated at cost less impairment losses. Cost comprises direct costs of construction as well as borrowing costs capitalised during the periods of construction and installation. Capitalisation of these costs ceases and the construction in progress is transferred to the appropriate class of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for in respect of construction in progress until it is completed and ready for its intended use.




(c) Property, plant and equipment (Continued)

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and itscarryingamountisrecognisedinprofitorloss.

(d) Subsidiaries

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

InvestmentsinsubsidiariesareaccountedforatcostinthestatementsoffinancialpositionoftheCompanylessany accumulated impairment losses.

(e) Associate

AnassociateisanentityoverwhichtheGrouphassignificantinfluence,butnotcontrol,andgenerallyaccompaniedbyashareholdinggivingrisetobetweenandincluding20%and50%ofthevotingrights.Significantinfluenceisthepowertoparticipateinthefinancialandoperatingpolicydecisionsoftheinvesteebutisnotcontrolorjointcontrol over those policies. Theresultsandassetsandliabilitiesofassociateareincorporatedinthefinancialstatementsusingtheequitymethod of accounting. Under the equity method, investments in associates are carried in the consolidated statementoffinancialpositionatcostasadjustedforpost-acquisitionchangesintheGroup’sshareofthenetassets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets,liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part oftheinvestment.AnyexcessoftheGroup’sshareofthenetfairvalueoftheidentifiableassets,liabilitiesandcontingentliabilitiesoverthecostofacquisition,afterassessment,isrecognisedimmediatelyinprofitorloss.

WhereaGroupentitytransactswithanassociateoftheGroup,profitandlossesareeliminatedtotheextentofthe Group’s interest in the relevant associate.

ThefinancialstatementsoftheassociatearepreparedasofthesamereportingdateastheCompany.

In theCompany’sstatementoffinancialposition, investment inassociate iscarriedatcost lessaccumulatedimpairment losses.




(f) Land use right

Land use right is carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated on the straight-line basis to write off the cost of land use right over the lease terms.

(g) Impairment of non-financial assets

At the end of each reporting period, the Group reviews the carrying amounts of the following assets to determine whether there is any indication that those assets have suffered an impairment loss or an impairment loss previously recognised no longer exists or may have decreased:

• property,plantandequipment;• landuseright;and• interestsinsubsidiariesandanassociate.

Ifanysuchindicationofimpairmentlossexists,theasset’srecoverableamountisestimated.Recoverableamountis determined for individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. The fair value less costs to sell is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable,willingparties,lesscostsofdisposal.Valueinuseisthepresentvalueofestimatedfuturecashflows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life, discounted at a pre-tax rate that reflects current market assessments of the time value of the money and the risks specifictotheassetorcash-generatingunitforwhichthefuturecashflowestimateshavenotbeenadjusted.

Iftherecoverableamountofanassetorcash-generatingunitisestimatedtobelessthanitscarryingamount,the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Whereanimpairment losssubsequentlyreverses,thecarryingamountoftheassetorcash-generatingunit isincreased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised as income immediately.

(h) Inventories

Inventoriesarestatedatthelowerofcostandnetrealisablevalue.Costisdeterminedonaweightedaveragebasis. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the ordinary course of business less all estimated cost of completion and cost to be incurred in marketing, selling and distribution.




(i) Financial instruments

Financial instruments are recognised when the Group becomes a party to the contractual provisions of the instruments.

Financial assets

The Group classifies its financial assets as loans and receivables and available-for-sale financial assets. Theclassificationdependsonthenatureandpurposeofthesefinancialassets,whichareinitiallymeasuredatfairvalue plus transaction costs that are directly attributable to the acquisition.

Loans and receivables

Theseassets, including trade receivable, loansandother receivables,arenon-derivativefinancialassetswithfixed or determinable payments that are not quoted in an active market. They arise principally through theprovision of goods and services to customers (trade receivables), and also incorporate other types of contractual monetary asset. Subsequent to initial recognition, they are carried at amortised cost using the effective interest method,lessanyidentifiedimpairmentlosses.

Available-for-sale financial assets

Theseassetsarenon-derivativefinancialassetsthataredesignatedasavailable-for-saleorarenotincludedinothercategoriesoffinancialassets.Subsequenttoinitialrecognition,theseassetsarecarriedatfairvaluewithchangesinfairvaluerecognisedinothercomprehensiveincomeuntilthefinancialassetisderecognised,exceptfor impairment losses, foreign exchange gains and losses on monetary instruments, which are recognised in profitorloss.

For available-for-sale equity investments that do not have a quoted market price in an active market and whose fairvaluecannotbereliablymeasured,theyaremeasuredatcostlessanyidentifiedimpairmentlosses.

Impairmentlossonfinancialassets

TheGroupassesses,attheendofeachreportingperiod,whetherthereisanyobjectiveevidencethatfinancialasset is impaired. Financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that event has an impact on the estimated future cashflowsofthefinancialassetthatcanbereliablyestimated.Evidenceofimpairmentmayinclude:

•significantfinancialdifficultyofthedebtor;•abreachofcontract,suchasadefaultordelinquencyininterestorprincipalpayments;•grantingconcessiontoadebtorbecauseofdebtors’financialdifficulty;•itbecomingprobablethatthedebtorwillenterbankruptcyorotherfinancialreorganisation;




(i) Financial instruments (Continued)

Impairmentlossonfinancialassets(Continued)

For loans and receivables

Animpairmentlossisrecognisedinprofitorlosswhenthereisobjectiveevidencethattheassetisimpaired,andis measured as the difference between the asset’s carrying amount and the present value of the estimated future cashflowsdiscountedat theoriginaleffective interest rate.Thecarryingamountoffinancialasset is reducedthroughtheuseofanallowanceaccount.Whenanypartoffinancialassetisdeterminedasuncollectible,itiswrittenoffagainsttheallowanceaccountfortherelevantfinancialasset.

Impairmentlossesarereversedinsubsequentperiodswhenanincreaseintheasset’srecoverableamountcanbe related objectively to an event occurring after the impairment was recognised, subject to a restriction that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

For available-for-sale financial assets

Whereadeclineinthefairvalueconstitutesobjectiveevidenceofimpairment,theamountofthelossisremovedfromequityandrecognisedinprofitorloss.

Any impairment lossesonavailable-for-saledebt investmentsaresubsequently reversed inprofitor loss ifanincrease in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

For available-for-sale equity investment, any increase in fair value subsequent to an impairment loss is recognised directly in other comprehensive income.

For available-for-sale equity investment that is carried at cost, the amount of impairment loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows discountedatthecurrentmarketrateofreturnforasimilarfinancialasset.Suchimpairment lossshallnotbereversed.

Financial liabilities and equity instruments

FinancialliabilitiesandequityinstrumentsissuedbytheGroupareclassifiedaccordingtothesubstanceofthecontractualarrangementsenteredintoandthedefinitionsofafinancialliabilityandanequityinstrument.

Financial liabilities

Financial liabilities include trade and other payables and bank borrowings. They are initially recognised at fair value, net of directly attributable transaction costs incurred and subsequently measured at amortised cost, using theeffectiveinterestmethod.Therelatedinterestexpenseisrecognisedinprofitorloss.

Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through theamortisation process.




(i) Financial instruments (Continued) Effective interest method

Theeffectiveinterestmethodisamethodofcalculatingtheamortisedcostofafinancialassetorfinancialliabilityand of allocating interest income or interest expense over the relevant periods. The effective interest rate is the ratethatexactlydiscountsestimatedfuturecashreceiptsorpaymentsthroughtheexpectedlifeofthefinancialasset or liability, or where appropriate, a shorter period.

Equity instruments and treasury shares

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Whenshares recognisedasequityare reacquired, theamountofconsiderationpaid is recogniseddirectly inequity.Reacquiredsharesareclassifiedastreasurysharesandpresentedasadeductionfromtotalequity.Nogain or loss is recognised in the statement of comprehensive income on the purchase, sale issue or cancellation of treasury shares.

When treasurysharesaresubsequentlycancelled, thecostof treasuryshares isdeductedagainst thesharecapitalaccountifthesharesarepurchasedoutofcapitaloftheCompany,oragainsttheaccumulatedprofitsoftheCompanyifthesharesarepurchasedoutofprofitsoftheCompany.

Whentreasurysharesaresubsequentlysoldorreissuedpursuanttotheemployeeshareoptionscheme,thecostof treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the capital reserve of the Company.

Derecognition

TheGroupderecognisesa financial assetonlywhen thecontractual rights to thecash flows from theassetexpire,or it transfers thefinancialassetandsubstantiallyall the risksand rewardsofownershipof theassettoanotherentity.IftheGroupneithertransfersnorretainssubstantiallyalltherisksandrewardsofownershipand continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability foramounts itmayhavetopay. If theGroupretainssubstantiallyall therisksandrewardsof ownership of a transferred financial asset, the Group continues to recognise the financial asset and alsorecognises a collateralised borrowing for the proceeds receivables.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,cancelledortheyexpire.Onderecognitionofafinancialliability,thedifferencebetweenthecarryingamountandconsiderationpaidisrecognisedinprofitorloss.




(j) Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, demand deposits with banks and other financial institutions,andshort-term,highly liquidinvestmentsthatarereadilyconvertible intoknownamountsofcashandwhicharesubjecttoaninsignificantriskofchangesinvalue,havingbeenwithinthreemonthsofmaturity at acquisition.

(k) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of each reporting period, taking into account the risks and uncertainties surrounding the obligation.Whereaprovision ismeasuredusing thecashflowsestimated tosettle thepresentobligation, itscarrying amount is the present value of those cash flows.

Whensomeoralloftheeconomicbenefitsrequiredtosettleaprovisionareexpectedtoberecoveredfromathird party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(l) Revenue recognition

Revenue is recognisedtotheextent that it isprobable that theeconomicbenefitswillflowtotheGroupandthe revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes.

RevenuefromthesaleofgoodsisrecognisedwhentheGrouphastransferredtothebuyerthesignificantrisksand rewards of ownership of the goods and retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

Interestincomeisaccruedontimebasis,byreferencetotheprincipaloutstandingandattheeffectiveinterestrate applicable.

Commission income is recognised on the rendering of agency related services.

Dividend income from investments is recognised when the shareholders’ right to receive payment has been established.




(m) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment incomeearnedon the temporary investmentof specificborrowingspending their expenditureonqualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

(n) Operating leases

WhentheGroupisthelessee:

Leasesofassetsinwhichasignificantportionoftherisksandrewardsofownershipareretainedbythelessorareclassifiedasoperatingleases.Paymentsmadeunderoperatingleases(netofanyincentivesreceivedfromthe lessor) are recognised as an expense on a straight-line basis over the period of the lease unless another systematicbasisismorerepresentativeofthetimepatterninwhicheconomicbenefitsfromtheleasedassetareconsumed. Contingent rentals arising under operating leases, if any, are recognised as an expense in the period in which they are incurred.

Whenanoperatingleaseisterminatedbeforetheleaseperiodhasexpired,anypaymentrequiredtobemadetothe lessor by way of penalty is recognised as an expense in the period in which termination takes place.

(o) Employee benefits

Defined contribution plans

The Company makes contributions to the Central Provident Fund (“CPF”) Scheme in Singapore, a definedcontribution pension scheme. Contributions to national pension schemes are recognised as an expense in the period in which the related service is performed.

Pursuant to the relevant regulations of the People’s Republic of China (“PRC”) government, the subsidiaries in thePRChaveeachparticipated ina localmunicipalgovernment retirementbenefitsscheme (the “Scheme”),whereby the subsidiaries in the PRC are required to contribute a certain percentage of the basic salaries of itsemployeestotheSchemetofundtheirretirementbenefits.The localmunicipalgovernmentundertakestoassumetheretirementbenefitsobligationsofallexistingandfutureretiredemployeesofthesubsidiariesinthePRC. The only obligation of the Group with respect to the Scheme is to pay the ongoing required contributions under the Scheme mentioned above.

Contributions under the Scheme are recognised as an expense as incurred. There is no provision under the Scheme whereby forfeited contributions may be used to reduce future contributions.




(o) Employee benefits (Continued)

Share-based payment

The Group operates an equity-settled share-based compensation plan.

Whereshareoptionsareawardedtoemployees, the fairvalueof theoptionsat thedateofgrant ischargedtoprofitorlosswithacorrespondingincreaseintheshareoptionreserveoverthevestingperiod.Non-marketvesting conditions are taken into account by adjusting the number of equity instruments expected to vest at the end of each reporting period so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of theoptionsgranted.Aslongasallothervestingconditionsaresatisfied,achargeismadeirrespectiveofwhetherthemarketvestingconditionsaresatisfied.Thecumulativeexpenseisnotadjustedforfailuretoachieveamarketvesting condition.

Wherethetermsandconditionsofoptionsaremodifiedbeforetheyvest, the increase inthefairvalueoftheoptions,measured immediatelybeforeandafter themodification, isalso recognisedasanexpenseover theremaining vesting period.

Whereequity instrumentsaregrantedtopersonsother thanemployees, the fairvalueofgoodsandservicesreceivedisrecognisedinprofitorlossunlessthegoodsorservicesqualifyforrecognitionasanasset.

Fairvalue ismeasuredusing theHull-Whitepricingmodel.Under thispricingmodel, the fairvalue takes intoaccount the impact of events, such as the early exercise of options by employees or employee exit rates after vesting,whichoccurduringthetermoftheoption.TheexitrateisdefinedastheprobabilitythatanemployeewillleavetheCompanyduringthevestingperiod.TheHull-Whitemodelalsoincorporatestheemployee’searlyexercise strategy or possibility of the employee’s termination after the vesting period. It assumes that earlyexercise may occur when the stock price is a certain multiple of the exercise price. The exercise multiple is definedastheaverageratioofthestockpricetotheexercisepriceatthetimeofexercise.

(p) Income tax expense

Incometaxexpensefor theyearcomprisescurrentanddeferredtaxes. Incometaxexpense is recognised inprofitorlossexcepttotheextentthatitrelatestoitemsrecogniseddirectlyinothercomprehensiveincome,inwhich case such income tax is recognised in other comprehensive income.

Currenttaxistheexpectedtaxpayableonthetaxableincomeforthefinancialyear,usingtaxratesenactedorsubstantively enacted by the end of each reporting period, and any adjustment to income tax payable in respect of previous year.

Deferred tax is provided using the liability method for temporary differences at the end of each reporting period betweenthecarryingamountsandtaxbasesofassetsandliabilitiesinthefinancialstatements.Theamountofdeferred tax provided is based on the manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted by the end of each reporting period. Deferred tax liabilities are generally recognised for all taxable temporary differences.




(p) Income tax expense (Continued)

A deferred tax liability is recognised on taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Adeferredtaxassetisrecognisedonlytotheextentthatitisprobablethatfuturetaxableprofitswillbeavailableagainst which the deductible temporary differences can be utilised. Deferred tax assets are reviewed at the end ofeachreportingperiodandreducedtotheextentthatitisnolongerprobablethattherelatedtaxbenefitswillbe realised.

Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to theextentthatishasbecomeprobablethatfuturetaxableprofitswillbeavailableagainstwhichthetemporarydifferences can be utilised.

Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against tax liabilities when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and liabilities on a net basis.

(q) Dividends

Dividendsarerecognisedwhentheybecomelegallypayable.Interimdividendsarerecordedinthefinancialyearinwhichtheyaredeclaredpayable.Finaldividendsarerecordedinthefinancialyearinwhichthedividendsareapproved by the shareholders.

Dividends proposed or declared after the end of each reporting period, are not recognised as a liability at the end of each reporting period.

(r) Foreign currencies

Transactions entered into by group entities in currencies other than the currency of the primary economic environment in which it operates (the “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the end of each reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognisedinprofitor loss intheperiodinwhichtheyarise.Exchangedifferencesarisingontheretranslationofnon-monetary itemscarriedat fair valueare included inprofitor loss for theperiodexcept fordifferencesarising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income, in which case, the exchange differences are also recognised directly in other comprehensive income.




(r) Foreign currencies (Continued)

On consolidation, the results of foreign operations are translated into the presentation currency of the Group (i.e. Singaporedollars)attheaverageexchangeratesfortheyear,unlessexchangeratesfluctuatesignificantlyduringthe period, in which case, the rates approximating to those ruling when the transactions took place are used. All assets and liabilities of foreign operations are translated at the rate ruling at the end of each reporting period. The exchange differences arising on the translation are recognised directly in other comprehensive income and accumulatedasforeignexchangereserve.Exchangedifferencesrecognisedinprofitor lossofgroupentities’separatefinancial statementson the translationof long-termmonetary items formingpartof theGroup’snetinvestmentintheforeignoperationconcernedarereclassifiedtotheforeignexchangereserve.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserverelatingtothatoperationuptothedateofdisposalarereclassifiedtoprofitorlossaspartoftheprofitor loss on disposal.

3. Critical accounting judgements and key sources of estimation uncertainty

(a) Critical judgements made in applying the accounting policies

The following are the critical judgements that the management has made in the process of applying the Group’saccountingpoliciesandthathavethemostsignificanteffectontheamountsrecognisedinthefinancialstatements.

(i) Impairment of financial assets

The Group follows the guidance of FRS 39 “Financial Instruments: Recognition and Measurement” ondeterminingwhetherafinancialassetisimpaired.Thisdeterminationrequiressignificantjudgement.TheGroupevaluates,amongotherfactors,thedurationandextenttowhichthefairvalueofafinancialassetislessthanitscostandthefinancialhealthofandnear-termbusinessoutlookforthefinancialasset,includingfactorssuchasindustryandsectorperformance,changesintechnologyandoperationalandfinancingcashflow.

(ii) Impairment of non-financial assets

TheGroupassesseswhether thereareany indicatorsof impairment forallnon-financialassetsat theendofeachreportingperiod.Non-financialassetsare tested for impairmentwhenthereare indicators that thecarrying amounts may not be recoverable.

Whenvalueinusecalculationsareundertaken,managementestimatestheexpectedfuturecashflowsfromthe asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.



3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

(b) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of each reportingperiod,thathaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyear,arediscussedbelow.

(i) Depreciation of property, plant and equipment

These assets are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of these assets to be within 5 to 30 years. The carrying amounts of the Group’s property, plant and equipment as at 31 December 2009 and 2008 were approximately S$194,605,000 and S$111,854,000 respectively. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(ii) Income taxes

The Group has exposure to income taxes in the People’s Republic of China and Singapore. Due to its inherent nature, judgement is involved in determining the Group’s provisions for income taxes.

The Group recognised liabilities for expected tax issues based on estimates of whether additional taxes will be due.Wherethefinaltaxoutcomeofthesemattersisdifferentfromtheamountsthatwereinitiallyrecognised,suchdifferenceswillimpacttheincometaxanddeferredtaxprovisioninthefinancialyearinwhichsuchdeterminationis made. The carrying amounts of the Group’s current tax liabilities as at 31 December 2009 and 2008 were approximately S$783,000 and S$673,000 respectively.

(iii) Equity-settled share-based payments

The charge for equity-settled share-based payment is calculated in accordance with estimates and assumptions whicharedescribed in note31 to the financial statements. Theoption valuationmodel used requireshighlysubjective assumptions to be made including the future volatility of the Company’s share price, expected dividend yields, risk-free interest rates and expected staff turnover. The management draws upon a variety of external sources to aid them in determination of the appropriate data to use in such calculations. The carrying amounts ofshare-basedpaymentsexpensefortheGroupandCompanyforthefinancialyearended31December2009and 2008 were S$537,000 and S$577,000 respectively.



4. Turnover

Revenue recognised as turnover of the Group is as follows:

2009 2008 S$’000 S$’000Continuing operations

Sales of aluminium extrusion products 143,030 126,702Sales of polyethylene pipes 6,963 11,437

149,993 138,139Discontinued operations

Agency and procurement of aluminium alloy, polyethylene pipes and related products 954 6,336

150,947 144,475

5. Segment information

The Group determines its operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions.

The Group has three reportable segments, of which, the Agency and Procurement Division has discontinued its operationinthefinancialyearended31December2009.Thesegmentsaremanagedseparatelyaseachbusinessoffers different products and services and requires different business strategies. The following summary describes the operations in each of the Group’s reportable segments:

• AluminiumAlloyDivision-manufacturingandsaleofaluminiumalloyextrusionproducts;• PolyethylenePipeDivision-manufacturingandsaleofpolyethylenepipes;• AgencyandProcurementDivision-agencyandprocurementofaluminiumalloy,polyethylenepipesandother related products;

Central revenue and expenses are not allocated to the operating segments as they are not included in the measure of thesegments’profitthatisusedbythechiefoperatingdecision-makersforassessmentofsegmentperformance.



5. Segment information (Continued)

Discontinued

Continuing operations operations

Aluminium Agency &

Alloy Polyethylene Procurement

Division Pipe Division Unallocated Sub-total Division Total

2009 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Turnover 143,030 6,963 - 149,993 954 150,947

Result

Segment result 46,732 497 - 47,229 385 47,614

Unallocated corporate expenses - - (3,253) (3,253) - (3,253)

Finance costs (636) (173) - (809) (1) (810)

Shareofprofitsofanassociate - - 3,314 3,314 - 3,314

Profitbeforeincometaxexpense 46,096 324 61 46,481 384 46,865

Other information

Impairmentlossonproperty,plantandequipment (1,205) - - (1,205) - (1,205)

Additions of property, plant and equipment 102,040 23 1 102,064 17 102,081

Depreciation of property, plant and equipment (9,549) (857) (3) (10,409) (94) (10,503)

Amortisation of land use rights and prepaid rental (323) (18) - (341) - (341)

2008

Turnover 126,702 11,437 - 138,139 6,336 144,475

Result

Segment result 39,845 1,473 - 41,318 2,881 44,199

Unallocated corporate expenses - - (2,808) (2,808) - (2,808)

Finance costs (2,326) (264) - (2,590) (1) (2,591)

Shareofprofitsofanassociate - - 1,915 1,915 - 1,915

Profit/(loss)beforeincometaxexpense 37,519 1,209 (893) 37,835 2,880 40,715

Other information

Additions of property, plant and equipment 43,175 27 6 43,208 18 43,226

Depreciation of property, plant and equipment (6,987) (808) (4) (7,799) (140) (7,939)

Amortisation of land use rights and prepaid rental (84) (17) - (101) - (101)



5. Segment information (Continued)

Discontinued

Continuing operations operations

Aluminium Agency &

Alloy Polyethylene Procurement

Division Pipe Division Unallocated Sub-total Division Total

2009 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Assets

Segment assets 357,712 34,240 8,975 400,927 311 401,238

Interestinanassociate - - 33,414 33,414 - 33,414

357,712 34,240 42,389 434,341 311 434,652

Liabilities

Segment liabilities 108,081 3,159 2,536 113,776 42 113,818

2008

Assets

Segment assets 180,514 37,198 1,173 218,885 13,630 232,515

Interestinanassociate - - 31,917 31,917 - 31,917

180,514 37,198 33,090 250,802 13,630 264,432

Liabilities

Segment liabilities 47,050 4,042 2,215 53,307 1,323 54,630

ThefollowingisananalysisoftheGroup’sturnoverfromcontinuingoperationsfromitsmajorcustomersduringthefinancialyear.Theseturnovers

are attributable to the Aluminium Alloy Division.

2009 2008

S$’000 S$’000

Customer A 23,736 38,217

Customer B 21,855 14,917

Customer C 16,109 15,341

Customer D 15,923 -



6. Other operating income 2009 2008 S$’000 S$’000

Continuing operations Commission income 101 -Foreign exchange gain/(loss) 348 (200 )Incomefromdisposalofscrapmaterials 306 163Interestincome 144 208Reinvestment tax refunds (note i) 692 3,031Sundry income 307 132

1,898 3,334

Note:(i) Therearenounfulfilledconditionsorcontingenciesrelatingtothereinvestmenttaxrefunds.

7. Profit before income tax expense

(a) Profitbeforeincometaxexpenseisarrivedataftercharging/(crediting): 2009 2008 S$’000 S$’000

Depreciation of property, plant and equipment 10,409 7,799Allowance for doubtful trade receivables - 94Write-backofallowancefordoubtfultradereceivables (212) -Bad debts written off 415 -Amortisation of prepaid rental and land use rights 341 101Loss on disposal of property, plant and equipment, net 158 4Impairmentlossonproperty,plantandequipment 1,205 -Writedownofobsoleteinventories 180 -Operating lease rentals - properties 219 226



7. Profit before income tax expense (Continued)

(b) Discontinued operations

InMarch2009,theGroupceaseditsbusinessofagencyandprocurementdivision.Thesales,resultsandcashflowsof agency and procurement division were as follows: 2009 2008 S$’000 S$’000 Profit for the financial year from discontinued operations Turnover (note 4) 954 6,336Cost of sales (178 ) (2,619 )Grossprofit 776 3,717Other operating income - 2Selling and distribution expenses - (96 )Administrative expenses (391 ) (742 )Finance costs (1 ) (1 )Profitbeforeincometaxexpense 384 2,880Incometaxexpense (102) (815)Profitforthefinancialyearfromdiscontinuedoperations 282 2,065 Cash flows from discontinued operations Net cash outflows from operating activities (1,384 ) (785 )Net cash outflows from investing activities (9 ) (18 )Net cash outflows (1,393 ) (803 )

8. Staff costs 2009 2008 S$’000 S$’000 Staff costs (including Directors’ emoluments) comprise:

Salaries, allowance and bonuses 6,514 4,552Contributiontodefinedcontributionsplans 1,202 769Share-based payment expense (note 31) 537 577

8,253 5,898



9. Finance costs 2009 2008 S$’000 S$’000

Continuing operations Interestonbankborrowings Whollyrepayablewithinfiveyears 2,848 1,591Notwhollyrepayablewithinfiveyears 119 - 2,967 1,591Bank charges 207 145Interestondiscountednotesreceivables 281 854Total borrowing costs 3,455 2,590Less: Amount capitalised (Note i) (2,646) -

809 2,590

Note:(i) Borrowingcostscapitalisedduringthefinancialyearsaroseonthespecificandgeneralborrowingpools.The borrowing costs capitalised arose on the general borrowing pools are calculated by applying a capitalisation rateof5.59%toexpenditureonqualifyingassetsforthefinancialyearended31December2009.

10. Directors’ emoluments

The aggregate amounts of Directors’ emoluments are as follows: 2009 2008 S$’000 S$’000

Directors’ fees 120 120Retirementbenefitsschemecontributions 16 15Other emoluments (mainly basic salaries, bonus and allowances) 825 708Equity-settled share-based payment expenses 75 104

1,036 947

There were no amounts paid to the Directors as an inducement to join or upon joining the Group or as compensation forlossofoffice.Also,therewasnoarrangementunderwhichaDirectorwaivedoragreedtowaiveanyremunerationduringthefinancialyear.



11. Income tax expense 2009 2008 S$’000 S$’000 Continuing operations Current - Singapore Provisionforincometaxforthefinancialyear 90 -Underprovisionforincometaxinpriorfinancialyears - 2Current – PRC Provisionforincometaxforthefinancialyear 8,844 7,254Under/(over)provisionforincometaxinpriorfinancialyears 288 (33)Incometaxexpense 9,222 7,223

Reconciliation of effective tax rate is as below:

2009 2008 S$’000 S$’000 Profitbeforeincometaxexpense 46,481 37,835

Incometaxcalculatedatstatutorytaxrateof17%&18%forfinancial year ended 31 December 2009 and 2008 respectively 7,902 6,810Effect of different tax rates of overseas operations 3,714 2,323Taxeffectofshareofprofitsofanassociate (563) (345)Tax effect of expenses not deductible for tax purposes 539 261Effect of tax concession of a subsidiary (2,658 ) (1,795 )Provisionofincometaxforthefinancialyear 8,934 7,254Under/(over)provisionforincometaxinpriorfinancialyears 288 (31)Incometaxexpense 9,222 7,223

TheCompanyisincorporatedinSingaporeandaccordingly,issubjecttoincometaxratesof17%forthefinancialyearended31December2009and18%forthefinancialyearended31December2008.

Pursuant to the income tax rules and regulations of the PRC, PRC subsidiaries are liable to PRC enterprise income tax as follows:

• Priorto1January2008,PRCsubsidiarieswere,ingeneral,subjecttotheenterpriseincometaxrateof33%, consisting30%state taxand3% local tax,on theirassessableprofits.On16March2007, theFiftyPlenary SessionoftheTenthNationalPeople’sCongresspassedthePRCEnterpriseIncomeTaxLawwhichtookeffect on1January2008.AsaresultofthePRCEnterpriseIncomeTaxLaw,theenterpriseincometaxrateinthePRC is reduced from 33% to 25%.

• JilinMidasisentitledtoexemptionfromPRCenterpriseincometaxforitsprofitderivedfromitssecondproduction lineforthetwoyearscommencingfromitsfirstprofitmakingyearin2006,followedbya50%reductioninPRC enterprise income tax for the next three years through 2010.



12. Dividends 2009 2008 S$’000 S$’000

Final dividend of S$0.005 per share paid in respect of the financialyearended2007undertheexempt-1-tiersystem - 4,2272008firstandsecondinterimtax-exemptdividendsofS$0.01 per ordinary share under the exempt-1-tier system - 8,4432008 third interim tax-exempt dividends of S$0.0025 per ordinary share under the exempt-1-tier system - 2,111Final dividend of S$0.0025 per share paid in respect of the financialyearended2008undertheexempt-1-tiersystem 2,111 -2009firstandsecondinterimtax-exemptdividendsof S$0.0025 per ordinary share under the exempt-1-tier system 4,822 -2009 third interim tax-exempt dividends of S$0.0025 per ordinary share under the exempt-1-tier system 2,411 -

9,344 14,781

Subsequent totheendof thefinancialyear, theDirectorsproposedafinal tax-exemptdividendofS$0.0025perordinaryshare,amountingtoS$2,411,000andS$2,111,000forthefinancialyearended31December2009and2008 respectively under the exempt-1-tier system. The proposed final dividends had not been recognised as aliability at 31 December 2009 and 2008 respectively.



13. Earnings per share

The calculation of the basic and diluted earnings per share attributable to equity holders of the Company is based on the following data: 2009 2008 S$’000 S$’000 Earnings Profitarisingfromcontinuingoperationsattributableto equity holders of the Company 37,259 30,612Profitarisingfromdiscontinuedoperationsattributableto equity holders of the Company 282 2,065Earnings for the purpose of basic earnings per share, being profitfortheyearattributableequityholdersoftheCompany 37,541 32,677

2009 2008 ’000 ’000

Number of shares Weightedaveragenumberofordinarysharesforthepurpose of basic earnings per share 897,299 844,968 Effect of dilutive potential ordinary shares: Effects of dilution – share options 1,410 979 Weightedaveragenumberofordinarysharesforthe purpose of diluted earnings per share 898,709 845,947

2009 2008 S cents S cents Basic earnings per share 4.18 3.87- from continuing operations 4.15 3.62- from discontinued operations 0.03 0.25Diluted earnings per share 4.18 3.86- from continuing operations 4.15 3.62- from discontinued operations 0.03 0.24

A batch of 7,000,000 (2008: 4,250,000) share options did not have dilutive effect on the Group’s earnings per sharebecausetheaveragemarketpriceperordinaryshareoftheCompanyduringthefinancialyearwasbelowtheexercise price of the share option granted.



14. Property, plant and equipment Plant, Buildings and equipment Motor Office Construction- improvements and mould vehicles equipment in-progress TotalThe Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000Cost Balanceat1January2008 22,642 62,435 1,776 1,488 5,474 93,815Exchange differences 1,504 4,737 127 108 1,537 8,013Additions 42 3,772 100 219 39,093 43,226Transfers - 6,264 - - (6,264 ) -Disposals - (12 ) - (5 ) - (17 )Balance at 31 December 2008 and 1January2009 24,188 77,196 2,003 1,810 39,840 145,037Exchange differences (1,224 ) (2,378 ) (46 ) (49 ) (3,386 ) (7,083 )Additions 1,664 8,242 844 121 91,210 102,081Transfers 15,723 6,363 - - (22,086 ) -Disposals - (3,072 ) (1,003 ) (27 ) (1,079 ) (5,181 )Balance at 31 December 2009 40,351 86,351 1,798 1,855 104,499 234,854 Accumulated depreciation and impairment loss Balanceat1January2008 3,132 18,865 444 907 - 23,348Exchange differences 96 1,499 39 275 - 1,909Depreciationforthefinancialyear 741 6,731 242 225 - 7,939Disposals - (9 ) - (4 ) - (13 )Balance at 31 December 2008 and 1January2009 3,969 27,086 725 1,403 - 33,183Exchange differences (130 ) (952 ) (12 ) (39 ) - (1,133 )Depreciationforthefinancialyear 836 9,236 255 176 - 10,503Transfers - (5 ) - 5 - -Disposals - (3,053 ) (430 ) (26 ) - (3,509 )Impairmentlossforthefinancialyear - 1,205 - - - 1,205Balance at 31 December 2009 4,675 33,517 538 1,519 - 40,249

Carrying amount At 31 December 2008 20,219 50,110 1,278 407 39,840 111,854 At 31 December 2009 35,676 52,834 1,260 336 104,499 194,605



14. Property, plant and equipment (Continued)

Duringthefinancialyear,theGroupcarriedoutannualreviewoftherecoverableamountofitsplant,equipmentandmould, which led to the recognition of an impairment loss of S$1,205,000 (2008: Nil) that has been recognised in the profitorloss,andincludedinthecostofsales.Therecoverableamountoftherelevantassetshasbeendeterminedon the basis of their value in use.

As at 31 December 2009 and 2008, certain property, plant and equipment with net book value of approximately S$65,157,000 and S$30,797,000 respectively were pledged as securities for bank borrowings (note 25).

The borrowing costs of S$2,646,000 had been capitalised into construction-in-progress for the year ended 31 December 2009.

Buildings and Office improvements equipment Total S$’000 S$’000 S$’000The Company Cost Balanceat1January2008 5 33 38Additions - 6 6Balance at 31 December 2008 and 1January2009 5 39 44Additions - 1 1Disposals - (27) (27)Balance at 31 December 2009 5 13 18 Accumulated depreciation Balanceat1January2008 5 29 34Depreciationforthefinancialyear - 4 4Balance at 31 December 2008 and 1January2009 5 33 38Depreciationforthefinancialyear - 3 3Disposals - (26 ) (26 )Balance at 31 December 2009 5 10 15 Carrying amount At 31 December 2008 - 6 6At 31 December 2009 - 3 3



15. Land use rights

2009 2008The Group S$’000 S$’000Cost Balanceatbeginningofthefinancialyear 3,406 3,187Exchange differences (652 ) 219Additions 16,256 -Balanceatendofthefinancialyear 19,010 3,406 Accumulated amortisation Balanceatbeginningofthefinancialyear 407 285Exchange differences (22 ) 23Amortisationforthefinancialyear 340 99Balanceatendofthefinancialyear 725 407 Carrying amount Atendofthefinancialyear 18,285 2,999

The amount represents cost of the land use rights in respect of land located in the PRC under medium term leases, where certain of the Group’s property, plant and equipment and properties under development are built on. As at 31 December 2009, land use rights with net book value of approximately S$17,582,000 (2008: Nil) were pledged as securities for bank borrowings (note 25).

16. Interests in subsidiaries

2009 2008The Company S$’000 S$’000 Unquoted equity shares, at cost 9,682 9,682Amounts due from subsidiaries 179,084 95,991 188,766 105,673

The amounts due from subsidiaries form part of the Company’s net investments in certain subsidiaries. They are interest-free, unsecured and settlement is neither planned nor likely to occur in the foreseeable future.

Amounts due from subsidiaries are denominated in the following currencies:

2009 2008 S$’000 S$’000

Singapore dollar 170,340 87,247United States dollar 8,635 8,635Renminbi 109 109 179,084 95,991



16. Interests in subsidiaries (Continued)

Details of the subsidiaries are as follows:

Country ofName of subsidiaries Effective equity incorporation/ interest operations Principal activities 2009 2008 % % NorthEastIndustriesPteLtd(1) 100 100 Singapore Investmentholding Green Oasis Pte Ltd (1) 100 100 Singapore Investmentholding MidasVenturesPteLtd(1) 100 100 Singapore Trading of aluminium alloy and related products Midas Trading (Beijing) Co., Ltd (2) 100 100 People’s Agency and trading Republic of of aluminium alloy, China (“PRC”) polyethylene pipes and other related products

SubsidiaryofNorthEastIndustriesPte Ltd JilinMidasAluminiumIndustries 100 100 PRC Manufactureand

Co.,Ltd (2) sales of aluminium alloy extrusion products

Subsidiary of Green Oasis Pte Ltd ShanxiWanshidaEngineering 100 100 PRC Manufactureand Plastics Co., Ltd (2) sales of

polyethylene pipes (1) Audited by BDO LLP, Singapore(2) Audited by BDO LLP, Singapore for consolidation purposes

17. Interest in an associate 2009 2008The Group S$’000 S$’000Unquoted equity investment, share of net assets Balanceatbeginningofthefinancialyear 31,917 30,989Dividend received/receivable (1,817 ) (987 )Shareofprofits 3,314 1,915Balanceatendofthefinancialyear 33,414 31,917

2009 2008The Company S$’000 S$’000Unquoted equity investment, at cost Balanceatbeginningandendofthefinancialyear 29,733 29,733



17. Interest in an associate (Continued)

The Group’s associate, Nanjing SR Puzhen Rail Transport Co., Ltd was incorporated on 18 October 2006 andcommenceditscommercialoperationswitheffectfromJanuary2007.Thesummaryofthefinancialinformationasat 31 December 2009 and 2008 are as follows:

2009 2008 S$’000 S$’000

Total assets 358,567 230,525Total liabilities 262,256 135,593Turnover 266,398 107,916Profitforthefinancialyear 11,403 5,892

18. Available-for-sale financial assets 2009 2008The Group S$’000 S$’000 Unlisted equity investment, at cost 411 -

Theavailable-for-salefinancialassetisdenominatedinRenminbi.

As at 31 December 2009, unlisted equity investment with an aggregate carrying amount of S$411,000 was stated atcostbecauseofrangeofreasonablefairvalueestimatesissosignificantthattheDirectorsareoftheopinionthattheir fair values cannot be measured reliably.

19. Prepaid rental 2009 2008The Group S$’000 S$’000 Cost Balanceatbeginningofthefinancialyear 40 38Exchange differences (1 ) 2Balanceatendofthefinancialyear 39 40 Accumulated amortisation Balanceatbeginningofthefinancialyear 12 10Amortisationforthefinancialyear 1 2Balanceatendofthefinancialyear 13 12 Carrying amount Atendofthefinancialyear 26 28



20. Pledged bank deposits

As at 31 December 2009 and 2008, bank deposits pledged to certain banks to secure the issuance of letters of credit amounted to S$14,048,000 and S$2,090,000 respectively. The pledged bank deposits bear interest at effective rate ranging from 0.10% to 0.38% and 0.72% to 1.00% per annum respectively and for a tenure ranging between 1 year to 3 years.

The carrying amounts of pledged bank deposits approximate their fair value and are denominated in the following currencies: 2009 2008The Group S$’000 S$’000

Euro 12,637 1,001Renminbi 1,411 1,089 14,048 2,090

21. Inventories 2009 2008The Group S$’000 S$’000 Raw materials 5,205 2,471Work-in-progress 7,262 7,265Finished goods 5,239 5,929 17,706 15,665

The cost of inventories from continuing operations recognised as expense and included in “cost of sales” in consolidatedstatementofcomprehensiveincomeamountedtoS$92,193,000andS$90,450,000forthefinancialyear ended 31 December 2009 and 2008 respectively.

22. Trade and other receivables

2009 2008The Group S$’000 S$’000 Trade receivables – third parties 47,552 50,815Allowance for doubtful trade receivables (377 ) (599 ) 47,175 50,216Deposits and prepayments 5,518 14,114Notes receivables 45 1,254Amount due from an associate - Non-trade 1,817 987Others – non-trade 379 902 54,934 67,473



22. Trade and other receivables (Continued)

2009 2008The Company S$’000 S$’000 Deposits and prepayments 493 75Amount due from an associate - Non-trade 1,817 987Others – non-trade 25 17 2,335 1,079

Trade receivables are non-interest bearing and are generally on 90 to 120 days credit terms.

Trade amount due from an associate is non-interest bearing and is generally on 90 days credit terms. Non-trade amount due from an associate which mainly related to dividend receivable from an associate is unsecured, non-interest bearing and repayable on demand.

The Group and Company recognised impairment loss on individual assessment of customers based on the accounting policy stated in note 2(i).

As at 31 December 2009, certain trade receivables with carrying values of approximately S$16,890,000 were pledged as securities for bank borrowings (note 25). The ageing analysis of the Group’s trade receivables at the balance sheet date is as follows:

2009 2008The Group S$’000 S$’000 Within90days 35,640 30,375Over 90 days and within 120 days 1,819 5,860Over 120 days and within 6 months 3,891 6,952Over 6 months and within 1 year 3,247 6,545Over 1 year and within 2 years 2,346 770Over 2 years 609 313 47,552 50,815

The ageing analysis of the Group’s trade receivables past due but not impaired at the balance sheet date is as follows:

2009 2008The Group S$’000 S$’000

Over 90 days and within 120 days 1,817 5,832Over 120 days and within 6 months 3,891 6,952Over 6 months and within 1 year 3,247 6,419Over 1 year and within 2 years 2,276 593Over 2 years 302 17 11,533 19,813



22. Trade and other receivables (Continued)

The balance that were past due but not impaired relates to a number of customers that have a good track record with the Group. Based on the past experience, the management estimated that the carrying amounts could be fully recovered.

Movements in allowance for doubtful trade receivables are as follows:

2009 2008The Group S$’000 S$’000 Balanceatbeginningofthefinancialyear 599 469Allowanceforthefinancialyear - 94Writebackofallowancefordoubtfultradereceivables (212) -Exchange differences (10 ) 36Balanceatendofthefinancialyear 377 599

The carrying amounts of trade and other receivables approximate their fair values and are denominated in the following currencies:

2009 2008The Group S$’000 S$’000

Singapore dollar 519 93Renminbi 51,872 65,692Euro 2,543 1,688 54,934 67,473

2009 2008The Company S$’000 S$’000 Singapore dollar 518 92Renminbi 1,817 987 2,335 1,079

23. Cash and cash equivalents

The carrying amounts of cash and cash equivalents approximate their fair value and are denominated in the following currencies:

2009 2008The Group S$’000 S$’000 Euro 978 6Renminbi 93,592 32,318Singapore dollar 2,212 73United States dollar 4,433 6Others 8 3 101,223 32,406



23. Cash and cash equivalents (Continued)

2009 2008The Company S$’000 S$’000 Euro 5 6Renminbi 1 -Singapore dollar 2,189 56United States dollar 4,417 6Others 8 3 6,620 71

24. Trade and other payables 2009 2008The Group S$’000 S$’000 Trade payables 5,511 8,790Notes payable 2,055 2,110Other payables and accruals 1,410 3,170Advance from customers - Third parties 1,291 1,231- Associate 3,192 15,057 13,459 30,358

2009 2008The Company S$’000 S$’000 Other payables and accruals 105 94Amount due to a subsidiary - 26 105 120

These amounts are non-interest bearing. Trade payables are normally settled on 30 to 90 days terms while other payables have an average term of 30 days.

Advance from an associate is trade in nature, unsecured and non-interest bearing.

The amount due to a subsidiary is non-trade in nature, unsecured, interest-free and repayable on demand.



24. Trade and other payables (Continued)

The carrying amounts of trade and other payables approximate their fair values and are denominated in the following currencies:

2009 2008The Group S$’000 S$’000 Singapore dollar 127 113Renminbi 13,282 30,245Euro 50 - 13,459 30,358

2009 2008The Company S$’000 S$’000 Singapore dollar 105 120

25. Bank borrowings

2009 2008The Group S$’000 S$’000 Secured bank borrowings (note i) 84,852 18,327Unsecured bank borrowings (note ii) 11,898 2,742 96,750 21,069Carrying amount repayable:

Withinonefinancialyear 80,104 14,742Betweenonetotwofinancialyears - 6,327Betweentwotofivefinancialyears 11,648 -Overfivefinancialyears 4,998 -

96,750 21,069Less:Amountsduewithinonefinancialyearshownundercurrentliabilities (80,104) (14,742) 16,646 6,327

The bank borrowings comprise: 2009 2008 S$’000 S$’000 Fixed-rate borrowings - 2,742Variable-rateborrowings 96,750 18,327 96,750 21,069



25. Bank borrowings (Continued)

The effective interest rates, which are also equal to contracted interest rates, per annum are as follows:

2009 2008 % % Short-term loans 4.78 – 6.37 5.80 – 8.96Long-term loans 5.94 7.33

For fixed-rateborrowings, thebankborrowingscarried interestat rateof8.96%perannumasat31December2008.

For variable-rate borrowings, the bank borrowings carried interest at rates ranging from 90% to 120% of the benchmark interest rate as quoted by The People’s Bank of China.

Bank borrowings are all denominated in Renminbi as at the balance sheet date.

Notes:(i) The bank borrowings were secured by certain property, plant and equipment, land use rights and various trade receivablesownedbytheGroupassetoutinnotes14,15and22tothefinancialstatements.

(ii) ThebankborrowingswereguaranteedbyMidasJilinAluminium IndustriesCo.,Ltd in2008andguaranteed by Midas Jilin Aluminium Industries Co., Ltd and Small and Medium Enterprise Credit Guarantee Centre (中小企信用担保中心) in 2009.

26. Deferred tax liability

Detailsofthedeferredtaxliabilityrecognisedandmovementsduringthefinancialyearareasfollows: 2009The Group S$’000Deferred tax liability At1January2008 - Charged to foreign currency translation reserve 419 At31December2008and1January2009 419 Exchange difference (4 ) At 31 December 2009 415

Duringthefinancialyearended31December2008,aninter-companyloanwithintheGrouphadbeencapitalisedthat gave rise to an exchange difference of approximately S$1,635,000 which was credited to the foreign currency translation reserve at the Group level.



26. Deferred tax liability (Continued)

This exchange difference had also given rise to a future tax obligation of approximately S$419,000 which was recognisedasadeferredtaxliabilityontheconsolidatedstatementoffinancialpositionwithacorrespondingentryto the foreign currency translation reserve as at 31 December 2008.

UndertheNewLawofPRC,withholdingtaxisimposedondividendsdeclaredinrespectofprofitsearnedbyPRCsubsidiariesfrom1January2008onwards.Deferredtaxhasnotbeenprovidedforintheconsolidatedstatementsof comprehensive income in respect of temporary differences attributable to accumulated profits of the PRCsubsidiaries as at 31 December 2008 and 2009 amounting to approximately S$35,001,000 and S$72,612,000 respectively as the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

27. Share capital and treasury shares (a) Share capital

The Group and the Company 2009 2008 2009 2008 Number of ordinary shares S$’000 S$’000

Issued and fully paid Balanceatbeginningofthefinancialyear 845,367,800 845,167,800 131,237 131,014Issuanceofordinarysharesinrespectofthe conversion of employee share　options S$0.873 each - 200,000 - 175Issuanceofordinarysharesinrespect of the share placement 120,000,000 - 89,459 -Transfer of option reserve to share capital upon exercise of employee share option - - - 48Balanceatendofthefinancialyear 965,367,800 845,367,800 220,696 131,237

(i) TheCompanyhasoneclassofordinaryshareswhichcarriesnorighttofixedincome.Allordinarysharescarry one vote per share without restrictions and has no par value.

(ii) On 9 May 2008, 200,000 ordinary shares were issued in respect of the conversion of share options under the Employee Share Option Scheme (“ESOS”).

(iii) Pursuant to theplacingagreementdated16July2009, theCompanyagreed to issue120,000,000ordinary shares at a price of S$0.755 per share through the placement agent. The placing price of S$0.755 per share represented a discount of 7.0% to the volume weighted average price for trades as quoted on the Singapore StockExchangeon15July2009,being theprecedingmarketdayonwhich theplacementagreementwas signed. The 120,000,000 placement shares have been listed and quoted on the Singapore Stock Exchange on 27July2009.



27. Share capital and treasury shares (Continued)

(b) Treasury shares The Group and the Company 2009 2008 2009 2008 Number of ordinary shares S$’000 S$’000

Balanceatbeginningofthefinancialyear 1,000,000 - 518 -Repurchaseduringthefinancialyear - 1,000,000 - 518Balanceatendofthefinancialyear 1,000,000 1,000,000 518 518

The Company acquired 1,000,000 of its own shares through purchases on the Singapore Stock Exchange during thefinancialyearended31December2008.ThetotalamountpaidtoacquiretheshareswasS$518,000andhasbeen deducted from shareholders’ equity.

28. Reserves

The Company Treasury Share option share reserve Retained (note 27(b)) (note 31) earnings Total S$’000 S$’000 S$’000 S$’000 Balanceat1January2008 - 1,996 1,054 3,050Totalcomprehensiveincomeforthefinancialyear - - 14,814 14,814Repurchase of shares and held as treasury shares (518 ) - - (518 )Transfer of option reserve to share capital upon exercise of ESOS - (48 ) - (48 )Dividends - - (14,781 ) (14,781 )Share-based payment expense - 577 - 577 Balance at 31 December 2008　　　and1January2009 (518) 2,525 1,087 3,094Totalcomprehensiveincomeforthefinancialyear - - 9,958 9,958Dividends - - (9,344 ) (9,344 )Share-based payment expense - 537 - 537 Balance at 31 December 2009 (518) 3,062 1,701 4,245

29. Foreign currency translation reserve

The Group

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’spresentation currency. Movements in this account are set out in the consolidated statement of changes in equity.



30. PRC statutory reserve

The Group

PRCstatutoryreserverepresentstheamountstransferredfromprofitafterincometaxofthesubsidiariesincorporatedin the PRC in accordance with the PRC statutory requirements. The PRC statutory reserve cannot be reduced except where approval is obtained from the relevant PRC authority to apply the amount either in setting off the accumulated losses or increasing share capital. Movement in this account is set out in the statement of changes in equity.

31. Share option reserve

The Group and the Company

Share option reserve represents the equity-settled share options granted to employees. The reserve is made up of the cumulative value of services received from employees recorded on grant of equity-settled share options.

2009 2008 S$’000 S$’000 Balanceatbeginningofthefinancialyear 2,525 1,996Share-based payment expense 537 577Transfer of option reserve to share capital upon exercise of ESOS - (48)Balanceatendofthefinancialyear 3,062 2,525

Equity-settled share options scheme

The Company has a share option scheme known as Midas Employee Share Option Scheme (the “Scheme”) for all employeesoftheGroup.UndertheScheme,anoptionentitlestheoptionholdertosubscribeforaspecificnumberof new ordinary shares in the Company comprised in the option at a subscription price per share determined with reference to the market price of the share at the time of grant of the option.

Optionsgrantedwiththesubscriptionpricesetatthemarketpriceshallonlybeexercisedafterthefirstanniversaryfrom the date of grant of the option. Options granted with the market price set at a discount to the market price shall only be exercised after the second anniversary from the date of the grant of the option. The shares under option may be exercised in whole or in part thereof.

Options granted will lapse when the option holder ceases to be a full-time employee of the Group subject to certain exceptions at the discretion of the Company.



31. Share option reserve (Continued)

The Group and the Company (Continued)

Equity-settled share options scheme (Continued)

Detailsoftheshareoptionsoutstandingduringthefinancialyearareasfollows:

Exercised / Balance at Granted Cancelled Balance atThe Group and beginning of during the during the end of the

the Company the financial financial financial financial Exercise year year year year price At 31 December 2009 2006 options 3,000,000 - - 3,000,000 S$0.872007 options 4,250,000 - (250,000) 4,000,000 S$1.992009 options - 5,850,000 (250,000) 5,600,000 S$0.517 7,250,000 5,850,000 (500,000) 12,600,000 Exercisable at 31 December 2009 12,600,000

At 31 December 2008 2006 options 3,600,000 - (600,000) 3,000,000 S$0.872007 options 4,600,000 - (350,000) 4,250,000 S$1.99 8,200,000 - (950,000) 7,250,000 Exercisable at 31 December 2008 7,250,000

Theweightedaveragesharepriceatthedateofexerciseforshareoptionsexercisedorcancelledinfinancialyearended31 December 2009 and 2008 were S$0.52 and S$1.28 respectively. The options outstanding as at 31 December 2009 and 2008 have a weighted average remaining contractual life of 3.3 years and 3.1 years respectively.

On 9 February 2009, 5,850,000 options were granted and the estimated fair value of the share options granted for thefinancialyearended31December2009wasS$735,000.Therewerenoshareoptionsgrantedforthefinancialyear ended 31 December 2008.

Thefairvaluesfortheshareoptionsgrantedforthefinancialyearended31December2009werecalculatedusingtheHull-Whiteoptionpricingmodel.

The inputs into the model were as follows:

The Group and the Company 2009 2008 Weightedaverageshareprice S$0.52 -Weightedaverageexerciseprice S$0.52 -Expected volatility 56.4% -Expected life 1-2 years -Risk free rate 0.45%-0.71% -Expected dividend yield 1.85% -



31. Share option reserve (Continued)

The Group and the Company (Continued)

Equity-settled share options scheme (Continued)

The volatility percent was derived on the basis of a sample of weekly closing stock prices over the period of February 2004 to February 2009, extracted from the Singapore Exchange website.

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Therisk-freerate isassumedtobethe latestavailableyieldforaone-year,two-yearsandfive-yearsgovernmentbond.

Theexitrateisassumedtobezeroasthevestingperiodisonlyoneyear.Theexercisemultipleisassumedtobe1.0and 1.2 times for directors, senior management, middle management and support staff, which is based on the most recent exercise multiple data of the Company for the year ended 31 December 2009 and taking into consideration the recent stock market situation.

32. Operating lease commitments

As at balance sheet date, the total future minimum lease payments under non-cancellable operating leases are as follows:

2009 2008The Group S$’000 S$’000 Withinonefinancialyear 267 221Afteronefinancialyearbutwithinfivefinancialyears 541 27Total 808 248

The Group leases a number of properties under operating leases. Leases are negotiated for an average term of 3 to5yearsandrentalsarefixedforanaverageof3to5years.Theseleaseshavenoescalationclauses,restrictionand do not provide contingent rents.

33. Capital commitments

2009 2008The Group S$’000 S$’000 Commitments for the acquisition of property, plant and equipment: - Contracted but not provided for 52,025 21,211



34. Significant related party transactions (a) Transactions with related parties

In addition to the information disclosed in note 22 and 24 to the financial statements, significant related partytransactionsbetweentheGroupanditsrelatedpartiesduringthefinancialyearwereasfollows:

Related party 2009 2008 relationship Type of transaction S$’000 S$’000 Associate Sales of goods 10,165 10,376 Associate Dividend income 1,817 987 (b) Compensation of key management personnel

Remuneration of key management personnel of the Group, including certain amounts paid or payable to the Company’sDirectorsasdisclosedinnote10tothefinancialstatement,forthefinancialyearisasfollows:

2009 2008The Group S$’000 S$’000 Salariesandothershort-termemployeebenefits 825 708Post-employmentbenefits-CPFcontribution 16 15 841 723

35. Financial risk and capital management (I) Financial risk management

The Group’s activities expose it to capital risk, credit risk, market risk (including interest rate risk and foreign currency risk), and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the volatilityoffinancialmarketsontheGroup’sfinancialperformance.

TheBoardofDirectorsisresponsibleforsettingtheobjectivesandunderlyingprinciplesoffinancialriskmanagementfor the Group. The Group management then establishes the detailed policies such as risk identification andmeasurement, exposure limits and hedging strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

TheGroupdoesnotholdorissuederivativefinancialinstrumentsfortradingpurposesortohedgeagainstfluctuation,if any, in interest rates and foreign exchange rates. There has been no change to the Group’s exposure to these financialrisksorthemannerinwhichitmanagesandmeasurestherisk.



35. Financial risk and capital management (Continued)

(I) Financial risk management (Continued)

(a) Credit risk

TheGroupplacesitsbankbalanceswithcreditworthyfinancial institutions.TheGroupperformsongoingcreditevaluationofitscustomers’financialconditionandgenerallydoesnotrequirecollateral.Thisevaluationincludesassessingandvaluationofcustomers’creditreliabilityandperiodicreviewoftheirfinancialstatustodetermine credit limits to be granted.

The maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as atendofthefinancialyearinrelationtoeachclassofrecognisedfinancialassetsisthecarryingamountofthoseassetsstatedinthestatementsoffinancialposition.

TheGrouphasaconcentrationofcreditriskofthetradereceivablesduefromthefivelargestdebtors.Asat31 December 2009 and 2008, approximately 66% and 69% of total trade receivables respectively, were due fromthefivelargestdebtors.

Cashandfixeddepositsareplacedwithbanksandapprovedfinancialinstitutionswhichareregulated.

(b) Market risk (i) Interest rate risk

TheGroup’sexposuretochangesininterestratesrelatesprimarilytointerest-earningfinancialassetsandinterest-bearingfinancialliabilities.InterestrateriskismanagedbytheGrouponanon-goingbasiswiththe primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates.

Thefollowingtablessetoutthecarryingamount,bymaturity,oftheGroup’sfinancialinstrumentsasatendofthefinancialyear,thatareexposedtointerestraterisk.

The Group Weighted average effective interest rate Carrying amount 2009 2008 2009 2008 % % S$’000 S$’000Variable rate instruments Financial assets Pledged bank deposits 0.13 0.28 14,048 2,090Cash and cash equivalents 0.34 0.36 101,223 32,406 115,271 34,496Financial liabilities Interest-bearingbankborrowings 5.48 6.69 96,750 18,327





(b) Market risk (Continued)

(i) Interest rate risk (Continued)

The Company Weighted average effective interest rate Carrying amount 2009 2008 2009 2008 % % S$’000 S$’000Variable rate instruments Financial assets Cash and cash equivalents 0.06 0.19 6,620 71

Interest rate sensitivity analysis

Thesensitivityanalysisbelowhasbeendeterminedbasedontheexposuretointerestrateriskforfinancialinstruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. The sensitivity analysis assumes an instantaneous 100 basis point (“bp”) change in the interest rates from the balance sheet date, with all variables held constant.

Impact to profit attributable to equity holders 100 bp increase 100 bp decrease S$’000 S$’000The Group At 31 December 2009 Bank borrowings (786 ) 786 At 31 December 2008 Bank borrowings (159 ) 159

(ii) Foreign currency risk

The Group has foreign currency exposures arising from transactions that are denominated in a currency other than the respective functional currencies of Group entities, primarily Singapore dollar and Renminbi. Asatthebalancesheetdate,theGroupandtheCompanydonothavesignificantforeigncurrencyriskexposureexceptforthefinancialassetsdenominatedinEuro.TheGroupmakesuseofnaturalhedgeintheabovesituationtominimiseitsexposuretoforeigncurrencymovements.ItisnottheGroup’spolicytoenterintoanyfinancialderivativestohedgeitsexchangerisks.

The Group is also exposed to currency translation risk arising from its net investments in foreign operation in the PRC, which are not hedged.



35. Financial risk and capital management (Continued) (I) Financial risk management (Continued)

(b) Market risk (Continued)

(ii) Foreign currency risk (Continued)

The following table sets out the carrying amount of monetary assets and liabilities of the Group in their respective currencies:

Assets Liabilities 2009 2008 2009 2008 S$’000 S$’000 S$’000 S$’000

Euro 16,158 2,695 50 -Renminbi 147,286 99,099 110,032 51,314Singapore dollar 2,731 166 127 113United States dollar 4,433 6 - -Other 8 3 - - 170,616 101,969 110,209 51,427

Foreign currency sensitivity analysis

The following table demonstrates the sensitivity of the Group’s profit to a reasonably possible 10%change in exchange rate of Euro and United States dollar against the respective functional currencies of the Group entities, with all other variables held constant.

Impact to profit attributable to equity holders Strengthened by Weakened by 10% 10% S$’000 S$’000The Group At 31 December 2009 Euro 1,310 (1,310) United States dollar 368 (368) 1,678 (1,678)At 31 December 2008 Euro 221 (221)

(c) Liquidity risk

LiquidityriskreferstotheriskinwhichtheGroupencountersdifficultiesinmeetingitsshort-termobligations.Liquidity risk is managed by matching the payment and receipt cycle.

ThefollowingtabledetailstheGroup’sremainingcontractualmaturityforitsnon-derivativefinancialliabilities.Thetablehasbeendrawnupusingundiscountedcashflowsoffinancialliabilitiesbasedontheearlierofthecontractual date or when the Group is expected to pay. The table includes both interest and principal cash flows.





(c) Liquidity risk (Continued) After one

Total year but Due five contractual Within less or more Carrying undiscounted one than five than fiveThe Group amount cash flow year years years S$’000 S$’000 S$’000 S$’000 S$’000At 31 December 2009 Financial liabilities Trade and other payables 13,459 13,459 13,459 - -Bank borrowings 96,750 103,221 83,293 14,568 5,360Dividends payable 2,411 2,411 2,411 - - 112,620 119,091 99,163 14,568 5,360 At 31 December 2008 Financial liabilities Trade and other payables 30,358 30,358 30,358 - -Bank borrowings 21,069 22,088 15,511 6,577 -Dividends payable 2,111 2,111 2,111 - - 53,538 54,557 47,980 6,577 -

Total contractual

The Company Carrying undiscounted Within one amount cash flow year S$’000 S$’000 S$’000At 31 December 2009 Financial liabilities Other payables 105 105 105 Dividends payable 2,411 2,411 2,411 2,516 2,516 2,516 At 31 December 2008 Financial liabilities Other payables 94 94 94Dividends payable 2,111 2,111 2,111 2,205 2,205 2,205

The Group’s operations are financed mainly through equity, retaining earnings and bank borrowings. Adequate lines of credits are maintained to ensure the necessary liquidity is available when required.

As at 31 December 2008, the Company’s current liabilities exceeded its current assets by approximately S$1,081,000. As at 31 December 2009, the Company has a net current assets position of S$6,439,000. Current liabilities of the Company comprise mainly dividend payable. The Company’s cash flow obligations are supported by dividend and management fee income derived from its subsidiaries and associate.




(II) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern inordertoprovidereturnsforshareholdersandbenefitsforotherstakeholdersandtomaintainanoptimalcapitalstructure to reduce the cost of capital.

The capital structure of the Group consists of equity attributable to equity holders of the Company, comprising share capital, treasury shares, foreign currency translation reserve, PRC statutory reserve, share option reserve and retainedearningsasdisclosedinnotes27to31tothefinancialstatements.

The Group monitors capital on the basis of the debt to equity ratio. This ratio is calculated as total liabilities divided by equity. Total liabilities are the sum of “current liabilities” and “non-current liabilities” as shown on the statement of financialpositionandequityis“capitalandreserves”asshownonthestatementoffinancialposition.Thestrategyremained unchanged from 2008.

The debt-equity ratio as at 31 December 2009 and 2008 were as follows:

2009 2008The Group S$’000 S$’000 Total liabilities 113,818 54,630Equity 320,834 209,802Debt to equity ratio (times) 0.35 0.26

AsdisclosedinNote30tothefinancialstatements,allPRCsubsidiariesoftheGrouparerequiredbytheForeignEnterprise Law of the PRC to contribute to and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant PRC authorities.

TheGroupisincompliancewiththeexternallyimposedcapitalrequirementforthefinancialyearsended31December2009 and 2008.

36. Fair values

The carrying amounts of the financial assets and financial liabilities in the consolidated financial statementsapproximatetheirfairvaluesduetotherelativeshorttermmaturityofthesefinancialinstruments.

Asdisclosedinnote18tothefinancialstatements,theavailable-for-salefinancialassetsoftheGrouparenotstatedat fair value but at cost less any accumulated impairment losses because fair values of which cannot be reasonably assessedandtherefore,nodisclosureofthefairvaluesofthesefinancialinstrumentsismade.

Amounts due from/to related companies are unsecured, interest-free and repayable on demand. Given these terms, it is not meaningful to disclose fair values of these balances.



37. Properties of the Group

Location Description Existing Use Tenure

Unexpected lease term

(years)Site area (‘000sqm)

Gross floor area (‘000sqm)

No. 108 Yongle South Road, Hi-tech Development Zone, Ruicheng Country, Shanxi Province, PRC

Industrialcomplex

Officebuilding,workshop, warehouse, staff dormitory, and other ancillary facilities

Leasehold 40 28.7 10.8

IndustrialDevelopment Zone, Liaoyuan City, JilinProvince,PRC

Industrialcomplex

Officebuilding,workshops and portions of the property under development

Leasehold 45-50 374.8 81.8

188FuzhenRoad,Liaoyuan City, JilinProvince,PRC

Industrialcomplex

Officebuilding,workshop and other uses

Leasehold 42-47 81.8 48.5

38. Authorisation of financial statements

TheconsolidatedfinancialstatementsoftheGroupandstatementoffinancialpositionandstatementofchangesinequityoftheCompanyforthefinancialyearended31December2009wereauthorisedforissueinaccordancewitha resolution of the Directors on 23 March 2010.



Size of No. of No. of Shareholdings Shareholders Percentage Shares Held Percentage 1 - 999 6 0.08% 1,145 0.00%1,000 - 10,000 5,120 64.67% 31,969,506 3.31%10,001 - 1,000,000 2,751 34.75% 137,971,400 14.29%1,000,001 and above 40 0.50% 795,425,749 82.40% 7,917 100.00% 965,367,800 100.00% Number of issued shares : 965,367,800 Number of issued shares (excluding treasury shares) : 964,367,800 Number / Percentage of Treasury Shares : 1,000,000 (0.10%) Class of shares : ordinary shares Votingrights : onevotepershare Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) of a listed company in a class that is listed is at all held by the public. The Company has complied with this requirement. As at 19 March 2010, approximately 64.57% of its ordinary shares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public.

Top Twenty Shareholders S/No. Name No. of Shares Percentage

1 CITIBANKNOMINEESSINGAPOREPTELTD 240,566,368 24.92%2 CHENWEIPING 130,905,200 13.56%3 CHEWHWAKWANGPATRICK 91,411,800 9.47%4 DBSNOMINEESPTELTD 59,572,045 6.17%5 DBSNSERVICESPTELTD 59,148,672 6.13%6 HSBC(SINGAPORE)NOMINEESPTELTD 35,538,811 3.68%7 UNITEDOVERSEASBANKNOMINEES(PTE)LTD 33,626,625 3.48%8 TOMMIEGOHTHIAMPOH 14,435,400 1.49%9 KIMENGSECURITIESPTE.LTD. 13,989,480 1.45%10 DMG&PARTNERSSECURITIESPTELTD 13,525,000 1.40%11 DBNOMINEES(S)PTELTD 11,601,770 1.20%12 RAFFLESNOMINEES(PTE)LTD 11,259,905 1.17%13 YAPCHONGHINGABRIEL 10,000,000 1.03%14 PHILLIPSECURITIESPTELTD 7,286,000 0.75%15 CITIBANKCONSUMERNOMINEESPTELTD 7,033,000 0.73%16 OCBCSECURITIESPRIVATELTD 5,767,000 0.60%17 DBSVICKERSSECURITIES(S)PTELTD 4,342,000 0.45%18 CIMB-GKSECURITIESPTE.LTD. 4,012,000 0.42%19 UOBKAYHIANPTELTD 3,818,000 0.41%20 WATERWORTHPTELTD 3,000,000 0.31% 760,839,076 78.82%

Statistics of ShareholdingsAs at 19 March 2010

Statistics of Shareholdings 93

Substantial ShareholdersAs at 19 March 2010

As shown in the Register of Substantial Shareholders No of Shares Name of Shareholders Direct Interest Deemed InterestChenWeiPing 130,905,200 -ChewHwaKwangPatrick 120,711,800 -TheCapitalGroupCompanies,Inc. 87,282,000* *The interest relates toTheCapitalGroupCompanies, Inc.’sdeemed interest insharesoverwhich itssubsidiarieshave (a) no voting rights but disposal rights only as well as (b) both voting and disposal rights.


Notice of Annual General Meeting

NOTICEISHEREBYGIVENthattheNinthAnnualGeneralMeetingofMidasHoldingsLimited(the“Company”)willbeheldat Amber Room, Level Two, Sheraton Towers Singapore, Thirty-Nine Scotts Road, Singapore 228230 on Friday, 30 April 2010 at 10.30 a.m. to transact the following business:

AS ORDINARY BUSINESS

1. To receiveandadopt theDirectors’ReportandAuditedFinancialStatementsof theCompany for thefinancial year ended 31 December 2009 together with the Auditors’ Report thereon. [Resolution 1]

2. To declare a Final Dividend of 0.25 cents per ordinary share for the financial year ended 31 December 2009 (2008 : 0.25 cents). [Resolution 2]

3. ToapprovetheDirectors’feesofS$120,000/-forthefinancialyearended31December2009(2008:S$120,000/-). [Resolution 3] 4. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association:- (i) MrChenWeiPing(Article91) [Resolution 4] (ii) Mr Chew Chin Hua (Article 91) [Resolution 5] (iii) DrXuWeiDong(Article97) [Resolution 6]

5. Tore-appointMessrsBDOLLP,astheCompany’sAuditorsandtoauthorisetheDirectorstofixtheirremuneration. [Resolution 7]

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

AS SPECIAL BUSINESS

Toconsiderand,ifthoughtfit,topassthefollowingOrdinaryResolutionswithorwithoutanymodifications:-

7. Authority to allot and issue shares up to 50% of the total number of issued shares

“THAT pursuant to Section 161 of the Companies Act, Cap. 50 and subject to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of the Company to issue shares or convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors mayintheirabsolutediscretiondeemfitprovidedthat:-

(i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution does not exceed 50 per cent (50%) of the total number of issued shares excluding treasury shares in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders of the Company does not exceed 20 per cent (20%) of the total number of issued shares excluding treasury shares in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below);

(ii) (subject to such manner of calculation as may be prescribed by the SGX-ST), for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (i) 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 this Resolution is passed, after adjusting for: -

Notice of Annual General Meeting 95


a. new shares arising from the conversion or exercise of any convertible securities;b. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting atthetimethisResolutionispassedprovidedtheoptionsorawardsweregrantedincompliancewithPartVIIIof Chapter 8 of the Listing Manual of SGX-ST; andc. any subsequent consolidation or subdivision of shares;

(iii) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST as amended from time to time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(iv) unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” [Resolution 8][See Explanatory Note (i)]

8. Authority to grant options and issue shares under the Midas Employee Share Option Scheme

“THAT the Directors of the Company be and are hereby authorised to offer and grant options (the “Options”) in accordance with the Midas Employee Share Option Scheme (“the Scheme”) and pursuant to Section 161 of the Companies Act, Cap. 50, to allot and 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 the Options under the Scheme provided always that the aggregate number of sharestobeissuedpursuanttotheSchemeshallnotexceedfifteenpercent(15%)ofthetotalnumberofissuedsharesexcluding treasury shares in the capital of the Company from time to time.” [Resolution 9][See Explanatory Note (ii)]

9. Authority to allot and issue shares pursuant to the Midas Holdings Scrip Dividend Scheme

“THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors of the Company be and are hereby authorised to allot and issue from time to time such number of shares in the capital of the Company as may be required to be allotted and issued pursuant to the Midas Holdings Scrip Dividend Scheme.” [Resolution 10][See Explanatory Note (iii)]

BY ORDER OF THE BOARD

Tan Cheng SiewCompany Secretary

Singapore, 7 April 2010


Note:

A Member is entitled to appoint a proxy to attend and vote in his place. A proxy need not be a Member of the Company. Members wishing

tovotebyproxyatthemeetingmayusetheproxyformenclosed.ThecompletedproxyformmustbelodgedattheRegisteredOfficeofthe

Companyat2ShentonWay,#04-01SGXCentre1,Singapore068804notlessthan48hoursbeforethetimeappointedfortheMeeting.

Note to item no. 4:

TheBoardofDirectors,inconsultationwiththeNominatingCommittee,recommendstomembersthere-electionofMessrsChenWeiPing,

ChewChinHuaandXuWeiDong.

Note to Resolution 5

Mr Chew Chin Hua will, upon re-election as a Director of the Company, remain as the Chairman of the Audit Committee and will be

considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED:

SPECIAL BUSINESS

(i) The Ordinary Resolution 8 proposed in item (7), if passed, will empower the Directors of the Company from the date of the above

Meeting until the date of the next Annual General Meeting, to allot and issue new shares in the Company (whether by way of rights,

bonus or otherwise). The number of shares which the Directors may issue under this Resolution shall not exceed 50% of the total

number of issued shares excluding treasury shares in the capital of the Company. For issue of shares other than on a pro-rata basis

to all shareholders of the Company, the aggregate number of shares to be issued shall not exceed 20% of the total number of issued

shares excluding treasury shares in the capital of the Company. For the purpose of determining the aggregate number of shares that

may be issued, the percentage of issued shares will be calculated in accordance with Rule 806(3) of the SGX-ST Listing Manual as

set-out in sub-paragraph (ii) of this Ordinary Resolution. This authority will, unless previously revoked or varied at a general meeting,

expire at the next Annual General Meeting of the Company.

(ii) The Ordinary Resolution 9 proposed in item (8), if passed, will empower the Directors of the Company from the date of the above

Meeting until the date of the next Annual General Meeting to grant Options and issue shares up to an amount in aggregate not

exceeding 15% of the total number of issued shares in the capital of the Company from time to time pursuant to the exercise of the

Options under the Scheme.

(iii) The Ordinary Resolution 10 proposed in item (9), if passed, will empower the Directors of the Company from the date of the above

Meeting until the date of the next Annual General Meeting, to allot and issue new shares in the Company from time to time as may be

required pursuant to the Midas Holdings Scrip Dividend Scheme.


I/We__________________________________________________________________________________________________________________

of____________________________________________________________________________________________________________________

being a *member/members of Midas Holdings Limited, hereby appoint

Name Address NRIC/ Proportionof Passport No. Shareholdings (%)

and/or (delete as appropriate)

as my/our proxy/proxies to vote for me/us on my/our behalf at the Ninth Annual General Meeting of the Company to be held at Amber

Room, Level Two, Sheraton Towers Singapore, Thirty-Nine Scotts Road, Singapore 228230 on Friday, 30 April 2010 at 10.30 a.m. and at

any adjournment thereof.

Theproxy isrequiredtovoteas indicatedwithan“X”ontheresolutionssetout intheNoticeofMeetingandsummarisedbelow. Ifno

specificdirectionastovotingisgiven,theproxy/proxiesmayvoteorabstainathisdiscretion.

No. Resolution For Against

1. ToreceiveandadopttheDirectors’ReportandAuditedFinancialStatementsforthefinancialyear

ended 31 December 2009 together with the Auditors’ Report thereon.

2. Toapprovepaymentofproposedfinaldividend.

3. To approve payment of Directors’ fees of S$120,000/-.

4. Tore-electMrChenWeiPingasaDirector.

5. To re-elect Mr Chew Chin Hua as a Director.

6. Tore-electDrXuWeiDongasaDirector.

7. Tore-appointMessrsBDOLLPastheCompany’sAuditorsandtoauthorisetheDirectorstofix

their remuneration.

8. Authority to allot and issue shares.

9. Authority to grant options and issue shares under the Midas Employee Share Option Scheme.

10. Authority to allot and issue shares pursuant to the Midas Holdings Scrip Dividend Scheme

Signed this day of 2010

___________________________________

Signature(s) of Member(s) or

Common Seal of Corporate Shareholder

Total No. of Shares in: No. of Shares

1) CDP Register

2) Register of Members

Important1. For investors who have used their CPF monies to buy shares of Midas Holdings Limited, the Annual Report 2009 is forwarded to them at the request of their CPF Approved Nominees and is sentsolelyFORINFORMATIONONLY.

2. ThisProxyFormisnotvalidforusebyCPFInvestorsandshallbeineffectiveforallintentsand purposes if used or purported to be used by them.

Midas Holdings LimitedCompan y Reg i s t r a t i on No . 200009758W

PROXY FORM

Notes:

1. 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 stead. Such proxy need not be a member of the Company.

2. Whereamemberappointstwoproxies,hemustspecifytheproportionofhisshareholdingtoberepresentedbyeachproxy.

3. The instrument appointing a proxy must be signed by the appointer or his duly authorised attorney or if the appointer is a corporation,

itmustbeexecutedeitherunderitscommonsealorsignedbyitsattorneyoradulyauthorisedofficerofthecorporation.

4. A corporation which is a member may also appoint by resolution of its directors or other governing body an authorised representative

or representatives in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore, to

attend and vote on its behalf.

5. Theinstrumentappointingaproxyorproxies(togetherwiththepowerofattorney,ifany,underwhichitissignedoracertifiedcopy

thereof),mustbedepositedattheregisteredofficeoftheCompany,2ShentonWay,#04-01SGXCentre1,Singapore068804atleast

48hoursbeforethetimefixedforholdingtheAnnualGeneralMeeting.

6. AmembershouldinsertthetotalnumberofOrdinarySharesheld.IfthememberhasOrdinarySharesenteredagainsthisnameinthe

DepositoryRegister (asdefined inSection130Aof theCompaniesAct,Chapter50ofSingapore),heshould insert thatnumberof

OrdinaryShares.IfthememberhasOrdinarySharesregisteredinhisnameintheRegisterofMembers,heshouldinsertthatnumber

ofOrdinaryShares.IfthememberhasOrdinarySharesenteredagainsthisnameintheDepositoryRegisteraswellasOrdinaryShares

registeredinhisnameintheRegisterofMembers,heshouldinserttheaggregatenumberofOrdinaryShares.Ifnonumberisinserted,

this form of proxy will be deemed to relate to all the Ordinary Shares held by the member.

7. The Company shall be entitled to reject this instrument of proxy if it is incomplete, or illegible or where the true intentions of the appointor

arenotascertainablefromtheinstructionsoftheappointorspecifiedinthisinstrumentofproxy.Inaddition,inthecaseofamember

whose Ordinary Shares are entered in the Depository Register, the Company shall be entitled to reject this instrument of proxy which

has been lodged if such member is not shown to have Ordinary Shares entered against his name in the Depository Register at least

48hoursbeforethetimeappointedforholdingtheAnnualGeneralMeetingascertifiedbyTheCentralDepository(Pte)Limitedtothe

Company.

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