Amtek Engineering Ltd - SGX

PROSPECTUS DATED 24 NOVEMBER 2010
(REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE ON 24 NOVEMBER 2010)
Amtek Engineering Ltd
(Company Registration Number 198003886K)
(Incorporated with limited liability in the Republic of
Singapore on 22 October 1980)
200,000,000 Offering Shares (subject to the Over-allotment Option)
Offering Price: S$1.30 per Offering Share
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax, or other professional adviser.
This is the initial public offering of our ordinary
shares (the “Shares”). Our shareholder, Metcomp
Holdings (the “Vendor”), is making an offering
of 200,000,000 Shares (the “Offering Shares”)
for purchase by investors at the Offering Price.
The Offering (as defi ned below) consists of (i) an
international placement of 180,000,000 Offering
Shares (the “International Offering”) to investors,
including institutional and other investors in
Singapore and (ii) an offering of 20,000,000 Offering
Shares to the public in Singapore (the “Singapore
Public Offer”, and together with the International
Offering, the “Offering”). Up to 1,500,000 Offering
Shares under the Singapore Public Offer have
been reserved for purchase by the Directors,
management, employees and business associates
of our Group (the “Reserved Shares”). The
Offering Shares may be re-allocated between the
International Offering and the Singapore Public
Offer at the discretion of the Underwriters (as
defi ned below) in consultation with the Vendor.
Prior to the Offering, there has been no public
market for our Shares. We have applied to the
Singapore Exchange Securities Trading Limited
(the “SGX-ST”) for permission to list all our issued
Shares (including the Offering Shares and the
Additional Shares (as defi ned below)) and any new
Shares (the “Plan Shares”) to be issued pursuant
to the grant of awards under our Performance Share
Plan and our Restricted Share Plan (the “Share
Plans”) on the Main Board of the SGX-ST. Such
permission will be granted when our Shares have
been admitted to the Offi cial List of the SGX-ST.
Acceptance of applications for the Offering Shares
will be conditional upon, among other things,
permission being granted by the SGX-ST to list and
deal in and for quotation of all our issued Shares
(including the Offering Shares and the Additional
Shares (as defi ned below)) and the Plan Shares.
Monies paid in respect of any application accepted
will be returned to the investors, at each investor’s
own risk, without interest or any share of revenue or
other benefi t arising therefrom, and without any right
or claim against us, the Vendor or the Underwriters
and the Coordinator of the Singapore Public Offer,
if the Offering is not completed because the said
permission is not granted or for any other reason.
We will not receive any of the proceeds from the
sale of Offering Shares or the Additional Shares
(as defi ned below) except for the repayment by the
Vendor of a loan by us to the Vendor. See “Use of
Proceeds”. The settlement and quotation of our
Shares will be in Singapore dollars.
We have received a letter of eligibility from the SGX-
ST for the listing of and quotation for all our issued
Shares (including the Offering Shares and the
Additional Shares (as defi ned below)) and the Plan
Shares on the Main Board of the SGX-ST. The SGX-
ST assumes no responsibility for the correctness
of any statements or opinions made or reports
contained in this document. Our eligibility to list
and admission to the Offi cial List of the SGX-ST are
not to be taken as an indication of the merits of the
Offering, us or our Shares or our Share Plans.
A copy of this Prospectus has been lodged with
and registered by the Monetary Authority of
Singapore (the “Authority”) on 11 November 2010
and 24 November 2010, respectively. The Authority
assumes no responsibility for the contents of this
Prospectus. Registration of this Prospectus by
the Authority does not imply that the Securities
and Futures Act, Chapter 289 of Singapore (the
“Securities and Futures Act”), or any other legal or
regulatory requirements, have been complied with.
The Authority has not, in any way, considered the
merits of our Shares being offered or in respect of
which an invitation is made, for investment (or of the
Additional Shares, as defi ned below, where the Overallotment
Option as defi ned below is exercised).
No Shares shall be allocated on the basis of this
document later than six months after the date of
registration of this Prospectus by the Authority.
Investing in our Shares involves risks. See
“Risk Factors” beginning on page 16 of this
document for a discussion of certain factors to
be considered in connection with an investment
in our Shares.
Investors in the International Offering will be
required to pay a brokerage fee of up to 1.0% of
the Offering Price in connection with their purchase
of Offering Shares. See “Plan of Distribution”.
In connection with the Offering, the Vendor has
granted Morgan Stanley Asia (Singapore) Pte., as
stabilising manager (the “Stabilising Manager”),
on behalf of the Underwriters, an over-allotment
option (the “Over-allotment Option”) exercisable
in whole or in part on one or more occasions from
the commencement of the dealing in the Shares (the
“Listing Date”) on the SGX-ST until the earlier of (i)
the date falling 30 days from the Listing Date, or (ii)
the date the Stabilising Manager or its appointed
agent has bought on the SGX-ST an aggregate
Joint Global Coordinators and Joint Issue Managers
Joint Lead Managers, Joint Bookrunners and Joint Underwriters
Joint Lead Manager and Coordinator of the Singapore Public Offer
of 30,000,000 Shares (the “Additional Shares”)
(representing 15.0% of the total Offering Shares) in
undertaking stabilising actions, to purchase up to
an aggregate of 30,000,000 Shares at the Offering
Price solely to cover the over-allotment of the
Offering Shares, if any. The exercise of the Overallotment
Option will not affect the total number of
issued and existing Shares.
Prospective investors applying for the Offering
Shares under the Singapore Public Offer by way
of Application Forms or Electronic Applications
(both as referred to under “Terms, Conditions and
Procedures for Application for and Acceptance of
the Offering Shares under the Singapore Public
Offer”) will pay the Offering Price on application,
subject to a refund of the full amount or, as the
case may be, the balance of the application
monies (in each case without interest or any share
of revenue income or benefi t arising therefrom and
without any right or claim against us, the Vendor,
any of the Underwriters or the Coordinator of the
Singapore Public Offer), where (i) an application is
rejected or accepted in part only; or (ii) the Offering
does not proceed for any reason. The Offering
Price was determined following a book-building
process by agreement among the Vendor and the
Underwriters.
Investors who are members of the Central
Provident Fund (“CPF”) in Singapore may, subject
to the applicable CPF rules and regulations, use
their CPF investible savings (the “CPF Funds”) to
purchase the Offering Shares.
The Offering Shares have not been and will not be
registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not
be offered or sold within the United States of
America (the “U.S.” or “United States”) except
pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the
Securities Act. Accordingly, the Offering Shares are
being offered and sold outside the United States
(including to institutional and other investors in
Singapore) in offshore transactions in reliance on
Regulation S under the Securities Act (“Regulation
S”) and within the United States to qualifi ed
institutional buyers in reliance on Rule 144A under
the Securities Act (“Rule 144A”). For further details
about restrictions on offers, sales and transfers of
our Shares, see “Plan of Distribution” and “Transfer
Restrictions”.

WIDE RANGE OF
CAPABILITIES

– We believe our early involvement
in the design process helps
customers minimise cost, ensure
on-time delivery and optimise
functionality and quality
INDUSTRIAL AND
PRODUCT DESIGN
(1) Independent process rather than in a particular order within the supply chain.
ABOUT US
Amtek Engineering Ltd and its subsidiaries
(“Amtek” or the “Group”) provides customers with
end-to-end design and manufacturing solutions for
precision components, casings and enclosures.
Over its 40-year history, the Group has built longterm,
strategic relationships with its customers,
which consist of over 100 companies spread
across a wide range of industry sectors including
servers and networking equipment, mass storage,
consumer electronics, automotive, electrical and
electronic components and imaging and printing.
The Group has manufacturing facilities in eight
countries across Asia and Europe that are globally
coordinated and offer customers the fl exibility to
choose from different manufacturing locations.
– We produce prototypes for
product design verifi cation and
early market research and seek
to provide quick turnaround,
fl exibility in making changes and
low up-front costs
PROTOTYPING
Artist’s impression of our factories located at Pingnan Industrial Park in Guangdong, PRC
OUR STRENGTHS
– We believe our tool and die
and mould making capabilities
give us an edge in our
component operations by
enabling greater control of the
manufacturing process
TOOL AND DIE AND
MOULD MAKING
Wide range of capabilities that provide end-to-end manufacturing
solutions to customers: We provide a full range of design and manufacturing
solutions to customers
Comprehensive range of processes for complex precision metal
manufacturing: We help our customers outsource complex manufacturing
parts including metal and plastic combinations and processes
Diversifi ed and loyal customer base across a variety of industries:
We have long standing relationships with multinational enterprises and the
breadth and depth of our customer base means the Group’s addressable
market is large
Global network to serve customers in the various locations in which
they operate: Our global manufacturing footprint increases our scalability
as it allows us to meet outsourcing needs of our customers across various
geographic locations
Strong and experienced management team: Several members of our senior
management have strong track records in optimising operations, executing
strategic changes and creating shareholder value and have experience in
managing publicly listed companies with international operations
– We have adopted a variety of
innovations that allow us to produce
intricate parts that can maintain a
high degree of rigidity and stability
– Our metal stamping processes
include precision progressive cold
forge stamping, horizontal and
vertical cold forming, progressive
stamping and multi-side forming
PRECISION
METAL
STAMPING (1)
AND/OR
– We have the ability to produce
integrated metal and plastic
components
– Our plastic and rubber
capabilities include plastic
injection moulding, rubber
moulding and rubber
compound formulation
PLASTIC AND
RUBBER
MOULDING (1)
END-TO-END DESIGN AND MANUFACTURING SOLUTIONS
Manufacturing facilities Sales and/or Technical offi ces
(2)
The Thailand plant is owned and operated by an associate company.
Note: Two sales offi ces in USA are not shown in the map
– We use state-of-the-art
machining equipment, diverse
welding processes and various
surface fi nishing processes
that allow us to offer valueadded
services in machining,
welding and fi nishing to
complement core capabilities
in metal stamping
MACHINING,
WELDING AND
FINISHING
GLOBAL MANUFACTURING FOOTPRINT
Manufacturing facilities
in eight countries across
Asia and Europe
(2)
– We provide customers with
dedicated or fl exible lines, fi nal
product packaging and testing
before products are shipped
– Our assembly services cover
a wide range of products in a
variety of industries
ELECTRO-
MECHANICAL
AND PRODUCT
ASSEMBLY

VARIETY OF
INDUSTRIES

DIveRSITY OF OUR CUSTOMeRS
AND eND MARKeTS
• Over 100 customers, mainly major
multinational companies, across
six main industry sectors
FY2010 Revenue Breakdown by
Industry Sector
8.3%
6.7%
9.3%
Casings and enclosures
• Mass storage • Consumer electronics
• Automotive
electrical and electronic components
• Imaging and printing
• Others
12.4%
19.9%
5.0%
15.7%
4
Been clients for 30 years
•
enterprise Servers and Network equipment - global Server
• Unit Shipments
Mass Storage - global hard Disk Drive Unit Shipments
• Consumer electronics - global Consumer electronics Revenue
• Automotive - China vehicle Unit Production
•
(3)
Source: gartner, Inc. “Market Statistics: Worldwide Server Forecast, 2002-2015 (Pivot Table)”, June 2010.
(4)
Source: gartner, Inc. “Market Statistics: Market Share and Forecast, hard-Disk Drives, Worldwide, 2005-2014”, 30 March 2010; “Forecast Analysis: hard-Disk Drives, Worldwide, 2010-2014, 3Q10 Update”,
6 October 2010.
(5)
Source: gartner, Inc. “Semiconductor Forecast Worldwide: Forecast Database”, September 2010.
(6)
Source: Business Monitor International, 22 September 2010.
(5)
12.1% (6)
%
5 years
0 2 4 6 8 10 12 14 16
KeY MARKeT TReND
increasing trend towards manufacturing outsourcing
• Manufacturing outsourcing has emerged as a result of large multinational
enterprises pursuing lean manufacturing strategies and avoiding high levels of
vertical integration and capital investments
• Contract manufacturing service providers such as Amtek can provide flexibility,
cost effectiveness and can perform tasks consistently and reliably
• Outsourcing part or all of the manufacturing supply chain functions is a critical
component of many companies’ business strategies worldwide
OUR STRATegY
expand offerings to be
the manufacturer of
choice for clients
• Continue to improve
manufacturing capabilities
and processes
• Seek and implement new
technologies
• Consider potential
acquisitions
27.7%
iPo timetable
• 26 of our top 30 customers
have been with us for more
than five years
Length of Relationship of Top
30 Customers (as at FY 2010)
leverage offerings and
relationships to cross-sell
additional solutions to
existing customers
• Leverage existing
customer relationships
to offer complementary
services and solutions
• Engage customers globally
and cross-sell additional
services across customers’
other industry sectors
Date and time event
increase number of
customers using our
end-to-end solutions
• Offer value-added
services, such as
design and product
development
• Increase marketing
efforts to acquire new
customers
24 November 2010, 5.00 p.m. Opening date and time for the Singapore Public Offer
29 November 2010, 8.00 a.m. Closing date and time for the Singapore Public Offer
1 December 2010, 9.00 a.m. Commence trading on a “ready” basis
26
gROWTh IN OUR KeY
eND MARKeTS
• global manufacturing is beginning to show signs of
recovery after falling in 2008 and 2009 due to the global
economic crisis
2009 - 2012 Compounded Annual Growth Rate
9.5% (3)
We believe we are well
positioned to benefit
from the increasing trend
towards outsourcing all or
part of the manufacturing
supply chain functions in
the end markets in which
we operate or target.
entrance customer and end
markets diversity by developing
new offerings and expanding
into new industries
• Develop tailored solutions for
specific industries and expand
customer and end market diversity
• Increase customer base and
develop solutions for other end
markets where manufacturing
outsourcing has been more
limited
15.1% (4)

TABLE OF CONTENTS
KEY NOTICES TO INVESTORS. .................................................... ii
SUMMARY ..................................................................... 1
INDICATIVE TIMETABLE ......................................................... 11
SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA ............... 13
RISK FACTORS ................................................................. 16
USE OF PROCEEDS .............................................................. 31
DIVIDEND POLICY .............................................................. 33
EXCHANGE RATES AND EXCHANGE CONTROLS ..................................... 34
CAPITALISATION AND INDEBTEDNESS ............................................. 36
DILUTION ..................................................................... 37
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA ............... 38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .............................................................. 41
INDUSTRY OVERVIEW ........................................................... 61
OUR CORPORATE STRUCTURE AND HISTORY ....................................... 67
BUSINESS ..................................................................... 70
REGULATION. .................................................................. 88
MANAGEMENT ................................................................. 94
SUBSTANTIAL SHAREHOLDERS AND THE VENDOR .................................. 117
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS. ...... 123
DESCRIPTION OF OUR SHARES ................................................... 129
TAXATION ..................................................................... 135
PLAN OF DISTRIBUTION ......................................................... 140
TRANSFER RESTRICTIONS ....................................................... 148
CLEARANCE AND SETTLEMENT .................................................. 150
LEGAL MATTERS ............................................................... 151
INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS ........................... 152
CORPORATE INFORMATION ...................................................... 153
GENERAL AND STATUTORY INFORMATION ......................................... 156
FURTHER NOTICES TO INVESTORS . . . ............................................. 165
AVAILABLE INFORMATION ....................................................... 166
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN SFRS AND U.S. GAAP ............. 167
DEFINED TERMS AND ABBREVIATIONS ............................................ 174
GLOSSARY OF TECHNICAL TERMS . . . ............................................. 181
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF AMTEK ENGINEERING LTD AND
ITS SUBSIDIARIES. ............................................................ F-1
APPENDIX A: FACILITIES. ........................................................ A-1
APPENDIX B: SUMMARY OF THE RULES OF OUR SHARE PLANS. ....................... B-1
APPENDIX C: TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND
ACCEPTANCE OF THE OFFERING SHARES UNDER THE SINGAPORE PUBLIC OFFER. ..... C-1
i
Page

KEY NOTICES TO INVESTORS
You should rely only on the information contained in this document or to which we have referred
you in making an investment decision with respect to our Shares. None of us, the Vendor or any of the
Underwriters has authorised anyone to provide you with any additional or different information. This
document may only be used where it is legal to offer and sell our Shares. The information in this
document may only be accurate as of the date of this document. You should be aware that since the date
of this document there may have been changes in our business, affairs, conditions or prospects, or the
prospects of our Shares or otherwise that could affect the accuracy or completeness of the information
set out in this document.
Neither the delivery of this document nor the offer, sale or transfer made hereunder shall under any
circumstances imply that the information herein is correct as at any date subsequent to the date hereof or
constitute a representation that there has been no change or development reasonably likely to involve a
material adverse change in our business, affairs, conditions and prospects as at the date hereof. Where such
changes occur and are material or required to be disclosed by the law, the SGX-ST and/or any other regulatory
or supervisory body or agency, we and/or the Vendor will make an announcement of the same to the SGX-ST,
and if required, the Vendor will issue and lodge an amendment to the Singapore Prospectus or a
supplementary document or replacement document pursuant to Section 240 or, as the case may be,
Section 241 of the Securities and Futures Act and take immediate steps to comply with those sections.
Investors should take notice of such announcement and documents and upon release of such announcements or
documents shall be deemed to have notice of such changes. Unless required by applicable laws (including the
Securities and Futures Act), no representation, warranty or covenant, express or implied, is made by us or the
Vendor or any of the Underwriters or any of our or their respective affiliates, directors, officers, employees,
agents, representatives or advisers as to the accuracy or completeness of the information contained herein, and
nothing contained in this document is, or shall be relied upon as, a promise, representation or covenant by us
or the Vendor or any of the Underwriters or our or their respective affiliates, directors, officers, employees,
agents, representatives or advisers.
None of us, the Vendor or any of the Underwriters or any of our or their respective affiliates, directors,
officers, employees, agents, representatives or advisers is making any representation or undertaking to any
investors in our Shares regarding the legality of an investment by such investor under appropriate investment
or similar laws. In addition, investors in our Shares should not construe the contents of this document or its
appendices as legal, business, financial, tax or other professional advice. Investors should be aware that they
may be required to bear the financial risks of an investment in our Shares for an indefinite period of time.
Investors should consult their own professional advisers as to the legal, tax, business, financial and other
related aspects of an investment in our Shares.
By applying for the Offering Shares on the terms and subject to the conditions in this document, each
investor in the Offering Shares represents and warrants that except as otherwise disclosed to the Underwriters
in writing, he is not (i) a Director or substantial shareholder of the Company, (ii) an associate (as defined in
the Listing Manual) of any of the persons mentioned in (i), or (iii) a connected client (as defined in the
Listing Manual) of any Underwriter or lead broker or distributor of the Offering Shares.
We and the Vendor are subject to the provisions of the Securities and Futures Act and the Listing
Manual regarding the contents of the Singapore Prospectus. In particular, if after the Singapore Prospectus is
registered but before the close of the Offering, we and/or the Vendor become aware of:
(a) a false or misleading statement in the Singapore Prospectus;
(b) an omission from the Singapore Prospectus of any information that should have been included in it
under Section 243 of the Securities and Futures Act; or
(c) a new circumstance that has arisen since the Singapore Prospectus was lodged with the Authority
which would have been required by Section 243 of the Securities and Futures Act to be included
in the Singapore Prospectus if it had arisen before the Singapore Prospectus was registered,
that is materially adverse from the point of view of an investor, the Vendor may lodge a supplementary or
replacement Singapore Prospectus with the Authority pursuant to Section 241 of the Securities and Futures
Act.
ii

Where applications have been made under the Singapore Prospectus to purchase the Offering Shares
prior to the lodgement of the supplementary or replacement Singapore Prospectus and the Offering Shares
have not been transferred to the applicants, the Vendor shall either:
(a) within seven days from the date of lodgement of the supplementary or replacement Singapore
Prospectus, provide the applicants with a copy of the supplementary or replacement Singapore
Prospectus, as the case may be, and provide the applicants with an option to withdraw their
applications; or
(b) treat the applications as withdrawn and cancelled and return all monies paid, without interest or
any share of revenue or other benefit arising therefrom and at the applicant’s own risk, in respect
of any applications received, within seven days from the date of lodgement of the supplementary
or replacement Singapore Prospectus.
Where applications have been made under the Singapore Prospectus to purchase the Offering Shares
prior to the lodgement of the supplementary or replacement Singapore Prospectus and the Offering Shares
have been transferred to the applicants, the Vendor shall either:
(a) within seven days from the date of lodgement of the supplementary or replacement Singapore
Prospectus, provide the applicants with a copy of the supplementary or replacement Singapore
Prospectus, as the case may be, and provide the applicants with an option to return to the Vendor,
those Offering Shares that the applicants do not wish to retain title in; or
(b) treat the sale of the Offering Shares as void and return all monies paid, without interest or any
share of revenue or other benefit arising therefrom, in respect of any applications received, within
seven days from the date of lodgement of the supplementary or replacement Singapore Prospectus.
Any applicant who wishes to exercise his option to withdraw his application or return the Offering
Shares sold to him shall, within 14 days from the date of lodgement of the supplementary or replacement
Singapore Prospectus, notify us and the Vendor whereupon the Vendor shall, within seven days from the
receipt of such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at the applicant’s own risk.
Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the
“Stop Order”) to the Vendor, directing that no or no further Shares to which the Singapore Prospectus relates
be sold. Such circumstances will include a situation where the Singapore Prospectus (i) contains a statement,
which in the opinion of the Authority is false or misleading, (ii) omits any information that is required to be
included in accordance with the Securities and Futures Act or (iii) does not, in the opinion of the Authority,
comply with the requirements of the Securities and Futures Act.
Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures Act, and:
(a) in the case where the Offering Shares have not been transferred to the applicants, the applications
for the Offering Shares shall be deemed to have been withdrawn and cancelled and the Vendor
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the
applicants have paid on account of their applications for the Offering Shares; or
(b) in the case where the Offering Shares have been transferred to the applicants, the sale of the
Offering Shares shall be deemed void and the Vendor shall, within 14 days from the date of the
Stop Order, pay to the applicants all monies paid by them for the Offering Shares.
When monies paid in respect of applications received or accepted are to be returned to the applicants,
such monies will be returned at the applicant’s own risk, without interest or any share of revenue or other
benefit arising therefrom, and the applicants will not have any claim against us, the Vendor or any of the
Underwriters.
In connection with the Offering, the Vendor has granted to the Stabilising Manager an over-allotment,
option exercisable in whole or in part by the Stabilising Manager, on behalf of the Underwriters, on one or
more occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date or
(ii) the date when the Stabilising Manager or its appointed agent has bought on the SGX-ST, an aggregate of
30,000,000 Shares (representing 15.0% of the total Offering Shares) in undertaking stabilising actions, to
purchase up to an aggregate of 30,000,000 Shares (representing 15.0% of the total Offering Shares) at the
Offering Price solely to cover the over-allotment of the Offering Shares, if any. The exercise of the Overallotment
Option will not affect the total number of issued and existing Shares.
iii

The distribution of this document and the offer, purchase, sale or transfer of our Shares may be
restricted by law in certain jurisdictions. We, the Vendor and the Underwriters require persons into whose
possession this document comes to inform themselves about and to observe any such restrictions at their own
expense and without liability by us, the Vendor or any Underwriter. This document does not constitute an offer
of, or an invitation to purchase, any of our Shares in any jurisdiction in which such offer or invitation would
be unlawful. Persons to whom a copy of this document has been issued shall not circulate to any other person,
reproduce or otherwise distribute this document or any information herein for any purpose whatsoever nor
permit or cause such circulation, reproduction or distribution to occur.
In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) may over-allot Shares or effect transactions which may stabilise or maintain the
market price of our Shares at levels above those that would otherwise prevail in the open market. Such
transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so,
in each case in compliance with all applicable laws and regulations, including the Securities and Futures
Act, and any regulations thereunder. Such transactions may commence on or after the Listing Date, and,
if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date
falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager (or its appointed
agent) bought, on the SGX-ST, an aggregate of 30,000,000 Shares, representing 15.0% of the total
Offering Shares, to undertake stabilising actions. However, there is no assurance that the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) will undertake any such stabilising
actions.
Please see “Further Notices to Investors” for additional notices you should be aware of prior to investing
in our Company (as defined below).
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a company incorporated with limited liability under the laws of Singapore. Many of our
Directors, all of our management and the management of the Vendor and, where applicable, its directors and
management, our auditors and certain of the other parties named in this document reside outside the United
States. The vast majority of our current operations are conducted outside the United States, and all or a
substantial portion of our assets, the assets of the Vendor and the assets of the persons referred to in the
preceding sentence are located outside the United States. As a result, you may have difficulty serving legal
process within the United States upon us or any of these persons. You may also have difficulty enforcing, both
in and outside the United States, judgments you may obtain in courts in the United States against us, the
Vendor or any of such persons, including judgments based upon the civil liability provisions of U.S. federal or
state securities laws. There is uncertainty as to whether the courts of Singapore would recognise and enforce
judgments of the United States courts obtained against us or our Directors or officers as well as against the
Vendor or, where applicable, their directors and management predicated upon the civil liability provisions of
the federal securities laws of the United States or the securities laws of any state in the United States or
entertain original actions brought in Singapore courts against us or our Directors or officers as well as against
the Vendor or, where applicable, their directors and management predicated upon the federal securities laws of
iv

the United States or the securities laws of any state in the United States, unless the facts surrounding such a
violation would constitute or give rise to a cause of action under the laws of Singapore.
CERTAIN DEFINED TERMS AND CONVENTIONS
In this document, unless the context otherwise requires, “we”, “us”, “our”, “ourselves” or “our Group”
refer to Amtek Engineering Ltd and its subsidiaries taken as a whole; and references to “our Company” are to
Amtek Engineering Ltd as a standalone entity.
Mr. Yeong Bou Wai is also known as Mr. Daniel Yeong Bou Wai. Any reference in this document to
Mr. Daniel Yeong Bou Wai is to Mr. Yeong Bou Wai. Ms. Ng Won Lein is also known as Ms. Sheila Ng Won
Lein. Any reference in this document to Ms. Sheila Ng Won Lein is to Ms. Ng Won Lein. Mr. Ho Kheong
Chun is also known as Mr. Peter Ho Kheong Chun. Any reference in this document to Mr. Peter Ho Kheong
Chun is to Mr. Ho Kheong Chun.
We prepare our financial statements in accordance with Singapore Financial Reporting Standards
(“SFRS”). This document contains our audited consolidated financial statements as of and for the years ended
30 June 2008, 2009 and 2010, each of which has been prepared in accordance with SFRS. SFRS differs in
certain respects from generally accepted accounting principles in certain other countries, including the United
States. For a narrative discussion of certain differences between SFRS and generally accepted accounting
principles in the United States (“U.S. GAAP”), as they relate to us, see “Summary of Significant Differences
between SFRS and U.S. GAAP”. Our financial year ends on 30 June. All references to fiscal years refer to the
respective financial years ended 30 June.
Unless otherwise specified, all references to “$” in this document are to “US$”. For the reader’s
convenience, unless otherwise indicated, certain U.S. dollar amounts in this document have been translated
into Singapore dollars based on the exchange rate of S$1.2943 = US$1.00, which was the noon buying rate in
New York City as certified for customs purposes by the Federal Reserve Bank of New York for cable transfers
(the “Noon Buying Rate”) for Singapore dollars on 29 October 2010, which is the last date for which the
Noon Buying Rate is available in October 2010. While we, the Vendor, and the Underwriters have taken
reasonable actions to ensure that this information is reproduced in its proper form and context in this
document and that this information is extracted accurately and fairly, none of us, the Vendor, the Underwriters
or any other party has conducted an independent review nor verified the accuracy or completeness of this
information. Such translations should not be construed as a representation that the Singapore dollar or U.S.
dollar amounts have been, could have been or could be converted into U.S. dollars or Singapore dollars, as the
case may be, at the rate indicated, any particular rate or at all. See “Exchange Rates and Exchange Controls”
for further information regarding rates of exchange between the Singapore dollar and the U.S. dollar.
Any discrepancies in any tables, graphs or charts included in this document between the totals and the
sums of the amounts listed are due to rounding. Where we refer to percentage changes in this document, we
have calculated such percentage changes on the basis of the relevant figures before rounding. Unless otherwise
indicated, operating data in this document is given as of 31 October 2010, being the latest practicable date
prior to the lodgement of this document with the Authority (the “Latest Practicable Date”).
Unless we indicate otherwise, all information in this document assumes that the Stabilising Manager has
not exercised the Over-allotment Option, and that no Offering Shares have been re-allocated between the
International Offering and the Singapore Public Offer.
See “Defined Terms and Abbreviations” for definitions of the terms used in this document and “Glossary
of Technical Terms” for the definitions of certain terms used in this document that are commonly used in the
component engineering and manufacturing industry.
INDUSTRY AND MARKET DATA
This document includes market share, market position and industry data and forecasts. In particular,
market and industry data contained in “Industry Overview” has been obtained from certain other third party
sources, including industry publications and surveys and forecasts. Industry publications and surveys and
forecasts generally state that the information contained therein has been obtained from sources believed to be
reliable, but there can be no assurance as to the accuracy or completeness of such included information. While
we have taken reasonable actions to ensure that the information is extracted accurately and in its proper
context, we have not independently verified the accuracy of any of the data from third party sources or
ascertained the underlying economic assumptions relied upon therein, and none of us, the Vendor or any
v

Underwriter makes any representation as to the accuracy or completeness of that information. Statements as to
our market share and market position are based on the most currently available market data obtained from
such sources.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, which are statements that are not historical facts,
including statements about our beliefs and expectations, or business strategies, plans and objectives of
management for future operations. Forward-looking statements generally can be identified by the use of
forward-looking terminology, such as “may”, “will”, “could”, “expect”, “anticipate”, “intend”, “plan”,
“believe”, “seek”, “estimate”, “project” and similar terms and phrases. These statements include, among
others, statements regarding our business strategy, future financial position and results, plans and objectives for
future operations, our share of new and existing markets, general industry and economic trends, our
performance relative thereto and our expectations as to requirements for capital expenditures and regulatory
matters. Forward-looking statements are, by their nature, subject to substantial risks and uncertainties and are
based on numerous assumptions regarding our present and future business strategies and the environment in
which we will operate in the future, and investors should not unduly rely on such statements.
Forward-looking statements reflect our current views with respect to future events and are not a
guarantee of future performance. These statements are based on our beliefs and assumptions, which in turn are
based on currently available information. Our business is to provide end-to-end design and manufacturing
solutions for precision components, casings and enclosures, and our outlook is predominantly based on our
interpretation of what we consider to be the key economic factors affecting our business and the economies
and markets in Asia, Europe and the United States. Although we believe that the assumptions upon which
these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Actual results
or outcomes may differ materially from information contained in the forward-looking statements as a result of
a number of factors, many of which are beyond our control including, but not limited to, the following:
loss of major customers or loss of business due to our customers’ products being unsuccessful or
losing market share, or reductions in demand for our services due to economic or industry downturns;
failure of our customers to pay the amounts owed to us in a timely manner;
our ability to retain our senior management and retain and recruit qualified employees;
increased costs in the countries in which we have operations and fluctuations between local currencies
and the U.S. dollar;
our ability to maintain our technical and manufacturing expertise at a level that is competitive with our peers;
cost competition, including due to consolidation within our industry;
difficulties in expanding into new end-markets and providing more value-added services;
volatility in the prices of our raw materials and energy prices;
logistical and communications challenges as a result of our operations across multiple countries;
difficulties in achieving optimal utilisation of our resources due to limited forecasts from our
customers;
product liability, intellectual property infringement and other claims;
difficulties in completing or integrating acquisitions;
adverse changes in interest rates and changes in foreign exchange regulations in the countries in which
we operate;
natural disasters, epidemics, acts of terrorism and political, economic and other developments outside
our control;
disruptions at our manufacturing plants, including disruptions due to technical or labour-related
problems; and
disruptions in our information systems.
vi

Additional factors that could cause our actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under “Risk Factors”, “Dividend Policy”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, and all of our
forward-looking statements made herein and elsewhere are qualified in their entirety by these factors. These
forward-looking statements and this information speak only as of the date of this document. We do not intend
to update forward-looking statements made herein to reflect actual results or changes in assumptions or other
factors that could affect those statements, subject to compliance with all applicable laws, including the
Securities and Futures Act and any regulations thereunder, and the rules of the SGX-ST. Although we believe
that the assumptions upon which the forward-looking statements are based are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
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SUMMARY
The following section summarises material information that appears later in this document and is
qualified in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere
in this document. This summary may not contain all of the information that may be important to you. You
should read this entire document, including our consolidated financial statements and related notes and “Risk
Factors” beginning on page 16, before making an investment decision in our Shares. The meanings of terms
not defined in this summary can be found elsewhere in this document.
Overview
We provide our customers with end-to-end design and manufacturing solutions for precision
components, casings and enclosures. We believe our experience, expertise, capabilities and the strategic
locations of our facilities allow us to capitalise on the increasing trend in our customers’ industries to
outsource part, or all, of their manufacturing supply chain functions.
Our core expertise is in the manufacturing of highly complex precision metal, plastic and rubber
components, supported by comprehensive tool and die and mould making capabilities. We have leveraged our
core expertise and expanded our capabilities to offer an end-to-end manufacturing service offering
encompassing design, prototyping, tool and die and mould making, precision metal stamping, plastic and
rubber moulding, machining, welding, finishing, electro-mechanical and product assembly and testing.
We work closely with our customers not only during the manufacturing, but also during the important
product design, development and engineering stages. We believe this allows us to help our customers improve
the quality and cost effectiveness of their products, as well as increase our penetration into our customers’
manufacturing supply chains. A list of the key products that we manufacture can be found in “Business —
Customers”.
Over our 40-year history, we have built long-term, strategic relationships with our customers. Our
diversified customer base consists of over 100 companies spread across a wide range of industry sectors
including servers and networking equipment, mass storage, consumer electronics, automotive, electrical and
electronic components, and imaging and printing. Our customers include major multinational companies such as
Autoliv, Canon, Dell, Faurecia, Hewlett-Packard, Hitachi, Juniper, Konica Minolta, Legrand, Philips, Schneider,
Shin-Etsu, Sony and ThyssenKrupp.
We serve many of these multinational companies across multiple geographic locations through our
principal facilities in the PRC, Southeast Asia and Europe. We believe the strategic locations of these facilities
allow us to tailor solutions globally to meet our customers’ manufacturing supply chain needs and give us
flexibility to meet their procurement needs.
Our revenue for the fiscal year ended 30 June 2010 was US$638.0 million and our EBIT* for the fiscal
year ended 30 June 2010 was US$60.2 million.
Our Strategic Repositioning
In June 2007, a group, including affiliates of Standard Chartered Private Equity Limited, Metcomp
Group Holdings and our current management, commenced its acquisition of the Company (the “Acquisition”).
The Acquisition was completed in August 2007.
Following the Acquisition, our current management was put in place and they implemented a number of
operational, strategic and organisational changes. We believe these actions helped us mitigate the impact of the
global economic crisis on our operations and paved the way for stronger financial performance in the future.
Our EBIT* margins increased from 6.5% in fiscal year 2009 to 9.4% in fiscal year 2010.
Below are the key changes implemented as part of our operational, strategic and organisational
repositioning:
Expansion of our capabilities.
From offering primarily metal stamping services, we have expanded our capabilities to offer end-to-end
solutions by increasingly providing services such as industrial design at the early stages of development of our
customers’ products. We have also improved our capabilities such as the ability to integrate plastic and rubber
* For a reconciliation of EBIT to our profit/(loss) for the year, please see “Summary Consolidated Financial Information and Other
Data”.
1

parts into metal components as well as to manufacture complex mechanical modules, including progressive
cold forging and 3D forming, and added finishing services that include, amongst others, electroless nickel
plating and robotic laser welding.
Focus on cross-selling services.
In addition to marketing our services to new clients, we have increasingly focused on cross-selling
additional services to existing clients, with the objective of deepening the penetration of our existing accounts,
enhancing customer loyalty, and becoming an integral part of our clients’ manufacturing supply chains.
Streamlined organisation to offer one-stop manufacturing solutions.
We have implemented organisational changes and streamlined our reporting structures to implement a
matrix structure. We believe our move from a hierarchical to a matrix structure allows for clearer
accountability, and better lines of communication and coordination between our global facilities and offices.
Additionally, in fiscal year 2008, we acquired the non-controlling interests in two subsidiaries in the precision
engineering segment, which were held by two management shareholders, in order to remove informational
silos and conflicts of interest as well as facilitate our reorganisation.
Before this reorganisation, a customer with multiple service and product requirements potentially had to
work with different points of contact within or outside our organisation. Since we moved to our current
“campus” approach, whereby the reporting lines of our design and end-to-end manufacturing functions have
been integrated, customers now have a single point of contact for multiple services and solutions. We believe
this “campus” approach enables us to be more responsive to our clients’ demands and address their
manufacturing requirements holistically and seamlessly by tapping into our end-to-end capabilities and global
network of manufacturing facilities and offices.
Increased presence in growing Asian markets and industry sectors.
We believe that the Asian markets will be a key driver of growth for us in the future. Accordingly, we
have substantially increased our focus and service offering in the region and aligned our manufacturing
footprint with this focus, including through the addition of a new manufacturing facility in Vietnam in fiscal
year 2009 and the planned expansion of our facility in Shanghai. As a result, the proportion of our revenues
from our facilities in Asia grew from 78.6% in fiscal year 2008 to 88.7% in fiscal year 2010.
We have also increased our focus on industry sectors that present attractive growth prospects and that we
expect will drive our growth going forward. For example, we have grown our automotive industry sector from
8.8% of revenues in fiscal year 2008 to 12.4% of revenues in fiscal year 2010.
Optimisation of our manufacturing footprint.
Since fiscal year 2009, we have consolidated and rationalised our manufacturing footprint by closing
down three facilities in Poland, Hungary and Zhongshan, PRC that were dependent on either a single customer
or a single industry sector. As part of this consolidation, we reallocated our capabilities and resources,
increased coordination among our facilities and broadened our customer bases at our other facilities. The
consolidation of our manufacturing footprint was accelerated by the recent economic downturn and is expected
to continue with the proposed closure of our plant in Jakarta, Indonesia in fiscal year 2011.
Enhanced operational and financial flexibility and discipline.
We have improved our operating flexibility with a shift to a greater portion of contract labour versus
permanent labour from 66.4% of our employees being contract employees as of 30 June 2008 to 73.8% as of
30 June 2010. For our executives across the organisation, we have also moved towards a compensation
structure that places greater emphasis on variable compensation.
We have also taken steps to improve our financial flexibility and discipline. Since the Acquisition, we
have reduced our overheads and improved our working capital management by minimising our inventory
levels without compromising our commitment to our customers. This was supported by the global
implementation of our enterprise resource planning system which commenced in fiscal year 2009 and the
adoption of a bottom-up budgeting approach that improved the quality and speed of the financial information
we retrieve for use in decision making and budgeting. We have also focused on disciplined capital expenditure
investments, ensuring that we only invest in areas that we believe will have appropriate returns on capital.
2

Our Strengths
We believe we are well positioned to benefit from the increasing trend towards outsourcing all or part of
the manufacturing supply chain functions in the end markets in which we operate or target due to our
following key strengths:
We possess a wide range of capabilities enabling us to provide end-to-end manufacturing solutions to our
customers.
Over time and in particular since the Acquisition, we have expanded our offerings to provide a full
range of design and manufacturing solutions to our customers, including product design, engineering,
manufacturing, finishing and sub-assembly. We believe our commitment to work closely with our customers
from the early stages of design and product development to engineering and manufacturing, enables us to
understand our customers and their requirements better and provide value-added services through each stage of
our customers’ manufacturing process. In particular, we believe our extensive mechanical design expertise
complemented by our recent experience in electronics design has helped some of our clients improve the
quality and cost effectiveness of their products and manufacturing processes. Over the years, we believe that
we have become an integral part of many of our customers’ manufacturing supply chains, offering not only
product manufacturing, but also innovations and solutions that help our customers meet their needs. We
believe our complete suite of capabilities creates opportunities for us to cross-sell additional products and
services through the manufacturing value chain by providing integrated solutions, enhance our involvement
with customers, strengthen our customer relationships and grow our business and increase our profitability.
Industrial and
Product Design
Prototyping
Tool and Die
and Mould
Making
Plastic and
Rubber
Moulding (1)
Precision
Metal and/or
Stamping (1)
(1) Independent processes rather than in a particular order within the supply chain.
Machining
Welding and
Finishing
Electro-
Mechanical
and Product
Assembly
We offer a comprehensive range of processes for complex precision metal manufacturing.
We provide our customers with a full range of complex precision metal manufacturing processes,
including precision stamping, progressive cold forging and laser welding which we believe are more costefficient
and provide a higher degree of precision and quality than other manufacturing processes. Examples of
products manufactured with such processes include VCM plates for hard disk drives, pinion gears for seat
belts and laser welded steering column modules for cars. We are also able to integrate materials such as
plastic and rubber in our manufacturing processes, which allows us to provide our customers with a more
comprehensive product offering and eliminates the need for them to source from separate metal and plastic/
rubber manufacturers. We believe our capabilities provide us with a competitive advantage with our existing
and prospective customers who increasingly seek to outsource complex manufacturing parts including metal
and plastic combinations and processes to reliable commercial partners.
We have a diversified and loyal customer base across a variety of industries.
Our customers are active in a variety of industries including automotive, consumer electronics, electrical
and electronic components, imaging and printing, mass storage, and servers and networking equipment. For
fiscal year 2010, our largest industry sector, casings and enclosures, accounted for 27.7% of our revenues and
our largest customer accounted for 12.1% of our revenues. In addition, we have developed long-term
relationships with many major multinational companies. Based on revenue generated during fiscal year 2010,
five of our top 30 customers have been with us for more than 30 years, 21 of our top 30 customers have been
with us for between five to 30 years and four of our top 30 customers have been with us for less than five
years. Our breadth of industry coverage means our addressable market is large and, together with our strong
relationships with our customers, we believe this provides opportunities to expand our cross-selling efforts and
3

helps mitigate specific downturns in any one industry and any potential adverse conditions in an economic
downturn.
Breakdown of Top 30 Customers by
Length of Relationship in Fiscal Year 2010 Fiscal Year 2010 Revenue by Industry Sectors
4
21
< 5 years 5 - 30 years > 30 years
5
Electrical and
Electronic
Components
9.3%
Automotive
12.4%
Imaging and
Printing
6.7%
Consumer
Electronics
15.7%
Others
8.3%
Casings and
Enclosures
27.7%
Mass Storage
19.9%
Our global network allows us to serve our customers in the various locations in which they operate.
Our operations include manufacturing facilities in eight countries across Asia and Europe that are
globally-coordinated and offer customers the flexibility to choose from different manufacturing locations. Our
facilities are often located in close proximity to our customers’ facilities or strategic distribution centres,
which, among other benefits, shortens time to market and reduces transportation costs for our customers. Most
of our manufacturing facilities have adopted a mirror concept, which aims for each facility to have the
capability to seamlessly manufacture products from a different facility. We believe our multiple locations
increase our scalability as we can transfer products across plants and manufacture simultaneously in different
locations using replicates of the tool and dies. Since many of our customers are multinational companies, we
believe our global capabilities allow us to meet their outsourcing needs across various geographic locations.
As at 30 June 2010, 20 of our top 30 customers (based on revenues generated during fiscal year 2010) are
working or have worked with us in two or more countries.
USA
Czech Republic
France
(1) The Thailand plant is owned and operated by an associate company.
India
Manufacturing facilities
Thailand
Malaysia
Sales and / or Technical offices
(1)
China Japan
Indonesia
Hong Kong
Vietnam
Singapore
We have a strong and experienced management team.
We benefit from a strong management team with extensive experience in design, precision engineering
and manufacturing. Several members of our senior management have strong track records in optimising
4

operations, executing strategic changes and creating shareholder value, and also have experience in managing
publicly listed companies with international operations. Since the Acquisition, our management team has
effected a number of operational, strategic and organisational changes that have helped strengthen our
competitive positioning and financial performance.
Our Strategy
Our goal is to leverage our strengths to maintain and build on our existing customer relationships as well
as to cultivate new customer relationships and thereby continue to position ourselves as a leading provider of
end-to-end manufacturing solutions. We intend to utilise the following strategies to achieve our goal:
Expand our offerings to be the manufacturer of choice for our clients.
We constantly seek new technologies and processes to improve our manufacturing capabilities. We
believe that our expertise and ability to design and manufacture complex parts, modules, and end-to-end
solutions will help us maintain and strengthen our competitive advantage, increase our customer loyalty and
allow us to retain and enhance our position as the manufacturer of choice with our clients. We expect to
continue to expand our offerings through continuous efforts to improve our capabilities and processes, the
implementation of new technologies and potential acquisitions.
Leverage our offerings and relationships to cross-sell additional solutions to existing customers.
As we expand our capabilities, we intend to continue to leverage our existing customer relationships to
generate additional revenues by offering complementary services and solutions, by engaging our customers
globally and by cross-selling additional services across our customers’ other industry sectors. We seek to
implement our strategy with a continued focus on sales and marketing and by providing integrated solutions to
customers and adding new services to our existing network of globally-coordinated manufacturing facilities.
We intend to do this while maintaining the diversity of our customers and end markets.
Increase the number of customers using our end-to-end solutions.
We aim to grow our customer base using our end-to-end solutions by offering our value-added services
such as design and product development and by increasing our marketing efforts to acquire new customers.
We believe end-to-end solutions give us more control over the manufacturing process and facilitates our early
involvement, which allows us to better understand our customers’ needs and deliver more customised solutions
leading to a more cost-efficient and higher-quality product. We believe our ability to deliver greater valueadded
services helps us strengthen our customer relationships and increase customer loyalty, which we expect
will have a positive impact on our margins and profitability.
Enhance customer and end markets diversity by developing new offerings and expanding into new
industries.
We have a diverse set of customers that operate in a wide variety of industries and we are able to
develop tailored solutions for specific industries. Over the past three years, we have expanded our solutions to
customers in end markets such as automotive and personal healthcare and we intend to continue expanding
customer and end market diversity. We aim to further increase our customer base and develop solutions for
other end markets where the outsourcing of manufacturing has been more limited, such as medical equipment
and renewable energy, by leveraging our existing capabilities or through acquisitions, if opportunities arise. We
believe industry diversification will allow us to further diversify our revenue sources, and create more
opportunities to cross-sell our value-added design and engineering solutions and in turn broaden our expertise.
5

THE OFFERING
Company ....................... Amtek Engineering Ltd, a company with limited liability
incorporated under the laws of Singapore on 22 October 1980.
Vendor ......................... Metcomp Holdings, a company incorporated in the Cayman
Islands.
As at the date of this document, the Vendor owns 100.0% of the
total number of issued Shares of our Company. The ordinary shares
of the Vendor are owned by Metcomp Group Holdings (44.0%),
Standard Chartered Private Equity Limited (44.0%), Daniel Yeong
Bou Wai (8.2%), Sheila Ng Won Lein (1.0%) and other employees
of our Company (2.8%).
Immediately following the completion of the Offering but prior to
the Listing, the Vendor will distribute all of the remaining Shares it
holds (other than the Shares, if any, lent to the Stabilising Manager
pursuant to the Share Lending Agreement) to its ordinary
shareholders (namely, Metcomp Group Holdings, Standard
Chartered Private Equity Limited, Daniel Yeong Bou Wai, Sheila
Ng Won Lein and other employees of our Company) such that it
will cease to be the legal owner of any Shares immediately prior to
Listing. To the extent that the Over-allotment Option is not
exercised, or only exercised in part, the Shares returned to the
Vendor by the Stabilising Manager pursuant to the Share Lending
Agreement will be distributed equally between Metcomp Group
Holdings and Standard Chartered Private Equity Limited. Pursuant
to the Share Lending Agreement, such number of Shares lent that
are not returned by the Stabilising Manager will be purchased
pursuant to the Over-allotment Option.
After the distributions described above and irrespective of whether
the Over-allotment Option is exercised, the Vendor will cease to
own any Shares and will cease to be a Controlling Shareholder of
our Company. Each of Metcomp Group Holdings, Standard
Chartered Private Equity Limited, Daniel Yeong Bou Wai and
Sheila Ng Won Lein will own 28.3%, 28.3%, 4.6% and 0.5%,
respectively, of the issued shares of our Company after the
distributions (assuming the Over-allotment Option is not exercised).
Accordingly, Metcomp Group Holdings and Standard Chartered
Private Equity Limited will each remain as a Controlling
Shareholder of our Company.
The Offering .................... 200,000,000 Offering Shares (subject to the Over-allotment Option)
offered through the International Offering and the Singapore Public
Offer. The completion of the Singapore Public Offer and the
International Offering are conditional upon each other.
The International Offering ......... 180,000,000 Offering Shares, representing 90.0% of the total
Offering Shares, offered at the Offering Price by way of an
international placement (i) in the United States only to qualified
institutional buyers in reliance on Rule 144A and (ii) outside the
United States to certain persons (including to institutional and
other investors in Singapore not subscribing and purchasing in the
Singapore Public Offer) in offshore transactions in accordance with
Regulation S. The completion of the International Offering is
conditional upon the completion of the Singapore Public Offer.
The Singapore Public Offer ......... 20,000,000 Offering Shares representing 10.0% of the total
Offering Shares (including the Reserved Shares), offered at the
Offering Price by way of a public offer in Singapore. The
6

completion of the Singapore Public Offer is conditional upon the
completion of the International Offering.
Up to 1,500,000 Offering Shares under the Singapore Public Offer
have been reserved for purchase by the Directors, management,
employees and business associates of our Group (the “Reserved
Shares”).
Clawback and Re-allocation ........ TheOffering Shares may be re-allocated between the International
Offering and the Singapore Public Offer, for example, in the event
of an under-subscription in one and an over-subscription in the
other, at the discretion of the Underwriters (in consultation with the
Vendor). Unless we indicate otherwise, all information in this
document assumes that no Offering Shares have been re-allocated
between the International Offering and the Singapore Public Offer.
Price Determination. .............. TheOffering Price has been determined following a book-building
process by agreement among the Underwriters and the Vendor.
Offering Price ................... S$1.30 per Offering Share.
Brokerage Fee ................... Investors in the International Offering will be required to pay a
brokerage fee of up to 1.0% of the Offering Price in connection
with their purchase of Offering Shares. See “Plan of Distribution”.
Application Procedures for the
Singapore Public Offer ............ Prospective investors applying for Offering Shares under the
Singapore Public Offer by way of Application Forms or Electronic
Applications (both as referred to under “Terms, Conditions and
Procedures for Application for and Acceptance of the Offering
Shares under the Singapore Public Offer”) will pay the Offering
Price on application, subject to a refund of the full amount or, as
the case may be, the balance of the application monies where
(i) an application is rejected or accepted in part only; or (ii) the
Offering does not proceed for any reason. For the purpose of
illustration, an investor who applies for 1,000 Offering Shares by
way of an Application Form or an Electronic Application under the
Singapore Public Offer will have to pay S$1,300, which is subject
to a refund of the full amount or the balance thereof (without
interest or any share of revenue or other benefit arising therefrom
or any claim against us, the Vendor, any of the Underwriters or the
Coordinator of the Singapore Public Offer), as the case may be,
upon the occurrence of any of the foregoing events.
The minimum initial application is for 1,000 Offering Shares. An
applicant may apply for a larger number of Offering Shares in
integral multiples of 1,000.
Investors who are members of the CPF in Singapore may, subject
to the applicable CPF rules and regulations, use their CPF Funds to
purchase the Offering Shares.
Prospective investors in Singapore must follow the application
procedures set out under “Terms, Conditions and Procedures for
Application for and Acceptance of the Offering Shares under the
Singapore Public Offer”. Applications under the Singapore Public
Offer must be paid for in Singapore dollars. No fee is payable by
applicants for our Shares, save for an administration fee for each
application made through automated teller machines and the
Internet banking websites of the Participating Banks (referred to
under “Terms, Conditions and Procedures for Application for and
Acceptance of the Offering Shares under the Singapore Public
Offer”).
7

Over-allotment Option. ............ Inconnection with the Offering, the Vendor has granted to the
Stabilising Manager on behalf of the Underwriters an Overallotment
Option exercisable in whole or in part by the Stabilising
Manager on one or more occasions from the Listing Date but no
later than the earlier of (i) the date falling 30 days from the Listing
Date; or (ii) the date when the Stabilising Manager or its appointed
agent has bought, on the SGX-ST, an aggregate of 30,000,000
Shares, representing 15.0% of the total Offering Shares, in
undertaking stabilising actions, to purchase up to an aggregate of
30,000,000 Shares (representing 15.0% of the total Offering
Shares) at the Offering Price solely to cover the over-allotment of
the Offering Shares, if any. The total number of issued Shares
outstanding will not change as a result of the Offering or a result
of the exercise of the Over-allotment Option. Unless we indicate
otherwise, all information in this document assumes that the
Stabilising Manager has not exercised the Over-allotment Option.
See “Plan of Distribution — Over-allotment Option”.
Stabilisation ..................... Inconnection with the Offering, the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager), on behalf of
the Underwriters, may over-allot Shares or effect transactions
which may stabilise or maintain the market price of our Shares at
levels above those that would otherwise prevail in the open market.
Such transactions may be effected on the SGX-ST and in other
jurisdictions where it is permissible to do so, in each case in
compliance with all applicable laws and regulations, including the
Securities and Futures Act and any regulations thereunder. Such
transactions may commence on or after the Listing Date, and, if
commenced, may be discontinued at any time and shall not be
effected after the earlier of (i) the date falling 30 days from the
Listing Date or (ii) the date when the Stabilising Manager or its
appointed agent has bought, on the SGX-ST, an aggregate of
30,000,000 Shares, representing 15.0% of the total Offering Shares,
to undertake stabilising actions. However, there is no assurance that
the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) will undertake any such stabilising actions.
See “Plan of Distribution — Price Stabilisation”.
Lock-ups ....................... TheCompany has agreed with the Underwriters that, subject to
certain exceptions, it will not, among other things, issue, offer, sell,
contract to sell, pledge or otherwise transfer or dispose of, directly
or indirectly, any Shares, without, in each case, the prior written
consent of the Underwriters, from the date of the Purchase
Agreement until the date falling six months from the Listing Date.
The Vendor has agreed with the Underwriters that, subject to
certain exceptions, it will not, among other things, offer, sell,
contract to sell, pledge or otherwise transfer or dispose of, directly
or indirectly, any Shares, without, in each case, the prior written
consent of the Underwriters, from the date of the Purchase
Agreement until the date falling six months from the Listing Date.
Each of Metcomp Group Holdings, Standard Chartered Private
Equity Limited and Daniel Yeong Bou Wai has also agreed, subject
to certain exceptions, to similar lock-up arrangements with respect
to all of the shares held by them in the Vendor and (upon receipt
from the Vendor pursuant to the distributions) the Shares from the
date of the Purchase Agreement until the date falling six months
from the Listing Date.
8

CVC Capital Partners Asia II Limited has also agreed, subject to
certain exceptions, to a similar lock-up arrangement with respect to
all of the shares held by it in Metcomp Group Holdings, from the
date of the Purchase Agreement until the date falling six months
from the Listing Date.
See “Plan of Distribution — No Sales of Similar Securities and
Lock-up” for further details of such lock-up arrangements.
Use of Proceeds .................. BasedontheOfferingPrice,thegrossproceedstotheVendorfrom
the Offering will be approximately S$260.0 million
(US$200.9 million).
The Vendor will upon completion of the Offering but immediately
prior to the Listing repay US$52.7 million owed to us with the net
proceeds from the sale of the Offering Shares by the Vendor.
Except for such repayment by the Vendor, we will not receive any
of the net proceeds from the sale of the Offering Shares by the
Vendor or from the sale of any Additional Shares sold by the
Vendor pursuant to the Over-allotment Option.
We intend to use the US$52.7 million to be repaid to us by the
Vendor to repay a portion of the Credit Facility (US$25.0 million)
(as defined in “Interested Person Transactions and Potential
Conflicts of Interests”), to fund our capital expenditures
(US$25.0 million), and to pay expenses associated with our Listing
and for working capital (US$2.7 million). See “Use of Proceeds”.
In the opinion of the Directors, no minimum amount must be
raised in the Offering.
Dividend Policy .................. OurBoard of Directors intends to pay dividends of up to 50.0% of
our net profit after tax after considering a number of factors,
including our level of cash and revenue reserve, results of
operations, business prospects, capital requirements and surplus,
general financial condition, contractual restrictions, the absence of
any circumstances which might reduce the amount of revenue
reserve available to pay dividends and other factors considered
relevant by our Board of Directors, including our expected
financial performance. See “Dividend Policy”.
Voting Rights .................... Shareholders will be entitled to full voting rights, as described in
“Description of our Shares — Voting Rights”.
Listing of our Shares .............. Prior to the Offering, there has been no public market for our
Shares. We have applied to the SGX-ST for permission to list all
our issued Shares (including the Offering Shares and the
Additional Shares) and the Plan Shares on the Main Board of the
SGX-ST. This permission will be granted when we have been
admitted to the Official List of the SGX-ST. Acceptance of
applications for the Offering Shares will be conditional upon,
among other things, permission having been granted to list and
deal in and for quotation of all our issued Shares (including the
Offering Shares and the Additional Shares) and the Plan Shares.
We have not applied to any other securities exchange to list our
Shares.
Trading on the SGX-ST. ........... Weexpect our Shares to commence trading on a “ready” basis at
or about 9.00 a.m. on 1 December 2010. The Shares will, upon
their listing and quotation on the SGX-ST, be traded on the SGX-
ST under the book-entry settlement system of CDP. Dealing in and
quotation of our Shares will be in Singapore dollars. Our Shares
9

will be traded in board lots of 1,000 Shares on the SGX-ST. See
“Indicative Timetable”.
Settlement ...................... TheVendor expects to receive payment for all the Offering Shares
on or about 1 December 2010. The Vendor will deliver global
share certificates representing the Offering Shares to CDP for such
number of Offering Shares reflected in the share certificates to be
credited electronically into the securities accounts of successful
applicants on or about 1 December 2010. See “Clearance and
Settlement”.
Transfer Restrictions .............. TheOffering Shares have not been, and will not be, registered
under the Securities Act. Therefore, resales by purchasers of
Offering Shares will be subject to certain restrictions described in
“Transfer Restrictions”.
Risk Factors. .................... Prospective investors should carefully consider certain risks
connected with an investment in our Shares. See “Risk Factors”.
We were incorporated as a company with limited liability under the laws of Singapore on 22 October
1980. Our registered office is at 1 Kian Teck Drive, Singapore 628818. Our telephone number is +65 6264
0033 and our facsimile number is +65 6261 7693. Information on our website, www.amtek.com.sg, orany
website directly or indirectly linked to such website is not incorporated by reference into this document and
should not be relied upon.
10

INDICATIVE TIMETABLE
The following is an indicative timetable for the various events in the Offering:
Date and Time (Singapore) Event
24 November 2010, 5.00 p.m. .................. Opening date and time for the Singapore Public Offer.
29 November 2010, 8.00 a.m. .................. Closing date and time for the Singapore Public Offer.
30 November 2010 .......................... Balloting of applications in the Singapore Public
Offer, if necessary (in the event of over-subscription
for the Offering Shares). Commence refunding of
application monies to unsuccessful or partially
successful applicants.
1 December 2010, 9.00 a.m. ................... Commence trading on a “ready” basis.
6 December 2010 ........................... Settlement date for all trades done on a “ready” basis
on 1 December 2010.
The above timetable is indicative and subject to change at the discretion of us and the Vendor, with the
agreement of the Underwriters and the Coordinator of the Singapore Public Offer. The above timetable and
procedures may also be subject to such modifications as the SGX-ST may at its discretion decide, including
the date of commencement of trading on a “ready” basis, and assumes that the closing date of the Singapore
Public Offer is 29 November 2010, the date of our admission to the Official List of the SGX-ST is
1 December 2010, and compliance with the SGX-ST’s shareholding spread requirement. All dates and times
referred to above are Singapore dates and times.
We and the Vendor, with the agreement of the Underwriters and the Coordinator of the Singapore Public
Offer may, subject to all laws and the regulations and the rules of the SGX-ST, agree to extend or shorten the
Singapore Public Offer period, provided that the Singapore Public Offer period may not be less than two Market
Days.
In the event of the extension or shortening of the Singapore Public Offer period, we will publicly
announce the same immediately:
through a SGXNET announcement to be posted on the Internet at the SGX-ST website
(http://www.sgx.com); and
in one or more major Singapore newspapers, such as The Straits Times and The Business Times.
You should consult the SGX-ST announcement on the “ready” listing date on the Internet at the SGX-ST
website and in the newspapers, or check with your broker on the date on which trading on a “ready” basis will
commence.
We and the Vendor will provide details and results of the Singapore Public Offer through SGXNET and
in one or more major Singapore newspapers, such as The Straits Times and The Business Times.
The Vendor reserves the right to reject or accept, in whole or in part, or to scale-down or ballot any
application for the Offering Shares, without assigning any reason therefor, and no enquiry or correspondence
on the Vendor’s decision will be entertained. This right applies to applications made by way of Application
Forms, Electronic Applications (each as defined under “Terms, Conditions and Procedures for Application for
and Acceptance of the Offering Shares under the Singapore Public Offer”), and any other forms of application
as the Underwriters and the Coordinator of the Singapore Public Offer may, in consultation with the Vendor,
deem appropriate. In deciding the basis of allocation, due consideration will be given to, among other things,
the desirability of allocating the Offering Shares to a reasonable number of applicants with a view to
establishing an adequate market for our Shares.
In respect of an application made under the Singapore Public Offer, where an application is not
successful, the full amount of the application monies will be refunded (without interest or any share of
revenue or other benefit arising therefrom) to the applicant, at the applicant’s own risk within 24 hours (or
such shorter or longer periods which the SGX-ST may require) after the balloting of applications (provided
that such refunds are made in accordance with the procedures set out under “Terms, Conditions and
Procedures for Application for and Acceptance of the Offering Shares under the Singapore Public Offer”).
In respect of an application made under the Singapore Public Offer, where an application is accepted in
full or in part only, any balance of the application monies will be refunded (without interest or any share of
revenue or other benefit arising therefrom) to the applicant, at his own risk, within 14 Market Days (or such
shorter or longer period as the SGX-ST may require) after the close of the Singapore Public Offer (provided
11

that such refunds are made in accordance with the procedures set out under “Terms, Conditions and
Procedures for Application for and Acceptance of the Offering Shares under the Singapore Public Offer”).
If the Offering does not proceed for any reason, the full amount of application monies paid in respect of
applications made under the Singapore Public Offer (without interest or any share of revenue or other benefit
arising therefrom) will be refunded within five (5) Market Days after the Singapore Public Offer is
discontinued.
The manner and method for applications and acceptances under the International Offering will be
determined by the Initial Purchasers at their discretion.
12

SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
The following tables present our summary consolidated financial information as of and for the fiscal
years 2008, 2009 and 2010. You should read the summary consolidated financial information in conjunction
with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
audited consolidated financial statements and the related notes thereto, which are included elsewhere in this
document. Our consolidated financial statements as of and for the fiscal years 2008, 2009 and 2010 included
in this document have been audited by Ernst & Young LLP. The historical results presented below are not
necessarily indicative of the results that may be expected for any future period.
Our audited consolidated financial statements have been prepared in accordance with SFRS issued by
the Accounting Standards Council which differ in certain respects from generally accepted accounting
principles in other countries. We intend to prepare and report our financial statements only in accordance with
SFRS in subsequent periods. Certain principal differences between the requirements of SFRS and U.S. GAAP,
as they relate to us, are discussed in “Summary of Significant Differences Between SFRS and U.S. GAAP”.
Summary Consolidated Income Statement
Year Ended 30 June
2008 2009 2010
US$’000s (except per Share amounts)
Revenue .................................................. 786,387 624,575 638,000
Cost of sales .............................................. (657,461) (531,542) (531,864)
Gross profit. .............................................. 128,926 93,033 106,136
Other operating income ...................................... 6,341 2,937 2,631
General and administrative expenses ............................. (59,401) (55,351) (48,578)
Foreign exchange gain/(loss) ................................... 3,725 (4,722) (2,623)
Loss on classification and fair value loss .......................... — (304) (3,859)
Finance income ............................................ 1,365 939 722
Finance costs .............................................. (10,974) (12,563) (10,293)
Other items ............................................... (2,554) (26,111) (6,500)
Profit/(Loss) before taxation and share of results of associates ....... 67,428 (2,142) 37,636
Share of results of associates .................................. 1,321 1,631 810
Profit/(Loss) before taxation .................................. 68,749 (511) 38,446
Taxation .................................................. (17,479) (10,877) (16,165)
Profit/(Loss) for the year .................................... 51,270 (11,388) 22,281
Non-controlling interests ...................................... (5,101) (981) (599)
Profit/(Loss) attributable to owners of the Company ............... 46,169 (12,369) 21,682
Earnings/(losses) per Share attributable to owners of the Company
(in U.S. cents)
Basic and Diluted (1) ......................................... 3.9 (2.3) 4.0
(1) Calculated based on weighted average Shares outstanding during fiscal years 2008, 2009 and 2010 of 1,171.6 million, 543.2 million
and 543.2 million, respectively, as adjusted for the Share Split.
13

Summary Consolidated Balance Sheet
2008
As at 30 June
2009
US$’000s
2010
Property, plant and equipment. ................................... 149,124 133,540 120,743
Investment in associates ........................................ 16,477 16,304 7,830
Amounts due from holding company .............................. 140,668 52,668 52,668
Other non-current assets ........................................ 21,170 15,463 20,963
Non-current assets ........................................... 327,439 217,975 202,204
Inventories .................................................. 88,499 47,672 48,584
Trade receivables . . . .......................................... 157,346 115,958 145,189
Fixed deposits ............................................... 1,590 6,473 1,546
Cash and bank balances ........................................ 49,110 56,335 81,443
Other current assets . .......................................... 18,128 15,082 25,077
Current assets .............................................. 314,673 241,520 301,839
Total assets ................................................. 642,112 459,495 504,043
Trade payables ............................................... 130,246 87,910 123,339
Other payables and accrued expenses .............................. 58,132 41,555 45,174
Loans and borrowings ......................................... 51,044 51,382 64,000
Other current liabilities. ........................................ 9,446 9,600 12,038
Current liabilities ............................................ 248,868 190,447 244,551
Loans and borrowings ......................................... 180,000 160,000 130,000
Other non-current liabilities ..................................... 6,810 7,154 6,806
Non-current liabilities ........................................ 186,810 167,154 136,806
Total liabilities .............................................. 435,678 357,601 381,357
Share capital ................................................ 36,482 36,482 36,482
Other reserves ............................................... 24,935 23,636 26,166
Revenue reserve .............................................. 127,390 24,902 43,790
Equity attributable to owners of the Company ..................... 188,807 85,020 106,438
Non-controlling interests ....................................... 17,627 16,874 16,248
Total equity ................................................ 206,434 101,894 122,686
14

Summary Consolidated Statement of Cash Flows
2008
Year Ended 30 June
2009
US$’000s
2010
Net cash generated from operating activities .......................... 73,988 48,604 49,089
Net cash used in investing activities ................................ (24,184) (15,973) (12,815)
Net cash used in financing activities ................................ (44,202) (17,832) (17,827)
Net effect of exchange rate changes ................................ 4,330 (1,047) 3,116
Net increase in cash and cash equivalents .......................... 9,932 13,752 21,563
Cash and cash equivalents at beginning of the year ..................... 37,742 47,674 61,426
Cash and cash equivalents at end of the year ....................... 47,674 61,426 82,989
Other Financial Data
EBITDA (1)
Year Ended 30 June
2008 2009
US$’000s
2010
................................................... 101,674 65,738 83,184
EBIT (1) ...................................................... 75,866 40,619 60,189
(1) We use EBITDA and EBIT as supplemental financial measures because we believe that they are indicative measures of our operating
performance as they are frequently used by securities analysts, investors and other interested parties in evaluating companies in our
industry. EBITDA and EBIT are not measurements of financial performance under SFRS and should not be considered as
alternatives to net cash from operating activities or as measures of liquidity or alternatives to profit for the year/period as indicators
of our operating performance, or any other measure of financial performance or liquidity presented in accordance with SFRS.
EBITDA and EBIT exclude some, but not all, items that affect profit for the year/period, and these measures may vary among other
companies. Therefore, EBITDA and EBIT as presented above may not be comparable to similarly titled measures of other
companies. The following table shows a reconciliation from profit/(loss) for the year to EBITDA and EBIT:
Year Ended 30 June
2008 2009
US$’000s
2010
Profit/(Loss) for the year .................................................
Addback/(less):-
51,270 (11,388) 22,281
Taxation . ............................................................ 17,479 10,877 16,165
Share of results of associates . . . ............................................. (1,321) (1,631) (810)
Loss on classification of associate to available-for-sale investment . . . .................... — — 882
Foreign exchange (gain)/loss . . . ............................................. (3,725) 4,722 2,623
Fair value (gain)/loss on derivatives . . . ........................................ — (478) 2,977
Fair value loss on available for sale financial assets . . . .............................. — 782 —
Finance income . ....................................................... (1,365) (939) (722)
Finance costs . . . ....................................................... 10,974 12,563 10,293
Other items ........................................................... 2,554 26,111 6,500
EBIT ............................................................... 75,866 40,619 60,189
Depreciation . . . ....................................................... 25,808 25,119 22,995
EBITDA. ............................................................ 101,674 65,738 83,184
15

RISK FACTORS
An investment in our Shares involves risks. You should carefully consider all of the information in this
document and, in particular, the risks described below before deciding to invest in our Shares.
The following describes some of the significant risks that could affect us and the value of our Shares.
Additionally, some risks may be unknown to us and other risks that we currently deem immaterial may also
impair our business operations. Any of these risks could materially and adversely affect our business, financial
condition, results of operations and prospects. This document also contains forward-looking statements that
involve risks and uncertainties. The actual results of our operations could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks we face as
described below and elsewhere in this document. See “Forward-Looking Statements”.
Before deciding to invest in our Shares, you should seek professional advice from your advisers about
your particular circumstances.
Risks Relating to Our Business
We are affected by developments in the industries in which our customers operate.
We derive our revenues largely from customers in the following industry sectors: servers and networking
equipment; mass storage; consumer electronics; automotive; electrical and electronic components; and imaging
and printing. Factors affecting any of these industries in general, or any of our customers in particular, could
adversely affect us because our revenue growth largely depends on the continued growth of our customers’
business in their respective industries. These factors include:
seasonality of demand for our customers’ products which may cause our manufacturing capacity to be
underutilised for periods of time;
our customers’ failure to successfully market their products, to gain or retain widespread commercial
acceptance of their products or to compete effectively in their industries;
loss of market share for our customers’ products, which may lead our customers to reduce or
discontinue purchasing our solutions and to reduce prices, thereby exerting pricing pressure on us;
economic conditions in the markets in which our customers operate, in particular, the United States
and Europe, including recessionary periods such as the recent global economic downturn; and
product design changes that may reduce or eliminate demand for the components we supply.
For example, from fiscal year 2008 to fiscal year 2009, our revenues decreased by 20.6% primarily as a
result of the global economic downturn and the resultant decrease in demand for our customers’ products in a
variety of industries. In particular, we experienced a 32.4% decrease in revenue from customers in the
consumer electronics industry sector, which included a US$46.3 million decrease in display devices revenue
from two of our customers for whom we manufactured metal components for back panels for LCD TVs. We
expect that future sales will continue to depend on the success of our customers, some of which operate in
businesses associated with rapid technological change and consequent product obsolescence. If economic
conditions and demand for our customers’ products deteriorate, we may experience a material adverse effect
on our business, operating results and financial condition.
We are dependent on our major customers, and a loss of or reduction in sales to a major customer would
adversely affect us.
The loss of a major customer, if not replaced, would adversely affect us. During fiscal year 2010, our
top customer represented 12.1% of our revenue, our top five customers represented 46.9% of our revenue and
our top ten customers represented 64.4% of our revenue. Developments adverse to our major customers or
their products, or the failure of a major customer to pay for components or services on a timely basis or at all,
could have an adverse effect on us. For example, from fiscal year 2008 to fiscal year 2010, our revenues in the
consumer electronics industry sector decreased significantly due to the global economic downturn and
decreased revenue from two of our customers for whom we manufactured metal components for back panels
for LCD TVs because their market share declined and a new design of LCD TVs resulted in fewer and lighter
parts. We expect to continue to depend on sales to our largest customers and any material delay, cancellation
or reduction of orders from these customers or other significant customers may have a material adverse effect
on our results of operations.
16

In addition, some of our larger customers could make substantial demands on us, including demands on
product pricing and contractual terms, which may result in the allocation of pricing risk to us and the
imposition of additional obligations and restrictions. Any changes in the terms under which we supply our
services or the loss of a major customer or reduction in sales to a major customer, if not replaced, may
adversely affect us.
If our customers stop or reduce their outsourcing of manufacturing supply chain management, our business
could suffer.
We depend on outsourcing by our customers and derive revenues from the manufacturing supply chain
management services we provide. Current and prospective customers continuously evaluate our capabilities
against other providers as well as against the merits of manufacturing products themselves. Some of our
customers have the in-house ability to design or manufacture the products we produce and in a downturn our
customers may choose to design and manufacture products internally rather than outsource these functions to
external providers such as our Company. Our business would be adversely affected if our customers and
prospective customers decide to perform some or all these functions internally. Similarly, we depend on new
outsourcing opportunities to grow our revenues, and our business would be adversely affected if we are not
successful in gaining additional business from these opportunities or if our customers and prospective
customers do not outsource additional manufacturing business or reduce such outsourcing.
Many of our customers do not commit to long-term production schedules, which makes it difficult for us to
schedule production accurately and achieve maximum efficiency of our manufacturing capacity.
Our customers do not commit to long-term contracts. Many of our customers do not commit to firm
production schedules for more than one month in advance and we continue to experience reduced lead-times
in customer orders. Additionally, customers may change production quantities or delay production with little
lead-time or advance notice. Therefore, we rely on and plan our production and inventory levels based on our
customers’ advance orders, commitments or forecasts, as well as our internal assessments and forecasts of
customer demand. The volume and timing of sales to our customers may vary due to, among others:
variation in demand for or discontinuation of our customers’ products;
our customers’ attempts to manage their inventory;
design changes;
changes in our customers’ manufacturing strategies; and
acquisitions of or consolidation among customers.
The variations in volume and timing of sales make it difficult to schedule production and optimise
utilisation of manufacturing capacity. This uncertainty may require us to increase staffing and incur other
expenses in order to meet an unexpected increase in customer demand, potentially placing a significant burden
on our resources. Additionally, an inability to respond to such increases may cause customer dissatisfaction,
which may negatively affect our customers’ relationships with us.
Further, in order to secure sufficient production scale, we may make capital investments in advance of
anticipated customer demand. Such investments may lead to low utilisation levels if customer demand
forecasts change and we are unable to utilise the additional capacity. Because fixed costs make up a large
proportion of our total production costs, a reduction in customer demand can have a significant adverse impact
on our gross profits and operating results. Additionally, we order materials and components based on customer
forecasts and orders and suppliers may require us to purchase materials and components in minimum
quantities that exceed customer requirements, which may have an adverse impact on our gross profits and
operating results. In the past, anticipated orders from many of our customers have failed to materialise and
delivery schedules have been deferred as a result of changes in our customers’ business needs. We have also
allowed long-term customers to delay orders to absorb excess inventory. Such order fluctuations and deferrals
have had a material adverse effect on us in the past, and we may experience similar fluctuations and deferrals
in the future, which may have a material adverse effect on our business, operating results and financial
condition.
17

We compete with numerous other precision engineering/manufacturing services and design providers and
competition from these providers may affect the profitability of our business.
Our industry is highly competitive. We compete with numerous companies that provide precision
engineering and manufacturing services as well as design providers in various individual industry sectors.
Many of our competitors have international operations and significant financial resources and some have
substantially greater manufacturing, research and design and marketing resources than us. These competitors
may, among others:
respond more quickly to new or emerging technologies;
have greater name recognition, critical mass or geographic market presence;
be better able to take advantage of acquisition opportunities;
adapt more quickly to changes in customer requirements;
devote greater resources to the development, promotion and sale of their services;
be better positioned to compete on price for their services, due to any combination of lower costs of
labour, raw materials, components, facilities or other operating items, or willingness to make sales or
provide services at lower margins than us;
consolidate with other competitors in our industry which may create increased pricing and competitive
pressures on our business; and
be better able to utilise excess capacity which may reduce the cost of their products or services.
Competitors with lower cost structures may have a competitive advantage when bidding for business
with our customers. We also expect our competitors to continue to improve the performance of their current
products or services, to reduce prices of their existing products or services and to introduce new products or
services that may offer greater performance and improved pricing. Additionally, we may face competition
from new entrants to our business. Any of these developments could cause a decline in sales and average
selling prices, loss of market share of our products or services or profit margin compression.
We may not be able to maintain our design, engineering, technological and manufacturing process
expertise.
The markets for our precision engineering/manufacturing services are characterised by rapidly changing
technologies and evolving process development. The continued success of our business will depend upon our
ability to:
hire, retain and expand our pool of qualified engineering and technical personnel;
maintain technological leadership in our industry;
develop and market manufacturing services that meet changing customer needs; and
successfully anticipate or respond to technological changes in manufacturing processes in a costeffective
and timely manner.
We cannot be certain that we will develop the capabilities required by our customers in the future. The
emergence of new technologies, industry standards or customer requirements may render our equipment,
inventory or processes obsolete or uncompetitive. We may have to acquire new technologies and equipment to
remain competitive. The acquisition and implementation of new technologies and equipment may require us to
incur significant expense and capital investment, which could reduce our margins and affect our operating
results. When we establish or acquire new facilities, we may not be able to maintain or develop our
engineering, technological and manufacturing process expertise due to a lack of trained personnel, effective
training of new staff or technical difficulties with machinery. Our failure to anticipate and adapt to our
customers’ changing technological needs and requirements or to hire and retain a sufficient number of
engineers and maintain our engineering, technological and manufacturing expertise may have a material
adverse effect on our business.
We may encounter difficulties expanding into new end-markets and providing more value-added services.
As we expand our business, enter into new end-markets and provide more value-added services, we may
encounter difficulties that result in higher than expected costs associated with such activities and customer
18

dissatisfaction with our performance. Potential difficulties related to our growth and provision of additional
products and services include:
lack of trained personnel to manage our operations and customer contracts appropriately;
maintaining customer, supplier, employee and other favourable business relationships during a period
of transition;
effective training of staff to manage new customers and products;
unanticipated disruptions in our operations due to technical difficulties which may impact our ability
to deliver to the customer on time, to produce quality products and to ensure overall customer
satisfaction;
additional competition in new markets; and
making necessary technological improvements in manufacturing processes.
Any of these factors could prevent us from realising the anticipated benefits of expanding into new endmarkets
or the benefits we expected to realise from providing more value-added services and could adversely
affect our business and operating results.
Increasing costs of doing business in many countries in which we operate may adversely affect our business
and financial results.
Increasing costs such as labour and overhead costs in the countries in which we operate may erode our
profit margins and compromise our price competitiveness. Historically, the low cost of labour in certain of the
countries in which we operate had been a competitive advantage but labour costs in these countries, such as
the PRC, have been increasing. Certain other manufacturers in the PRC have recently experienced significant
wage increases. The PRC represented 46.5% of our work force and 27.7% of our labour costs in fiscal year
2010. Our profitability is also dependent on our ability to manage and contain our other operating expenses
such as the cost of utilities, factory supplies, factory space costs, equipment rental, repairs and maintenance
and freight and packaging expenses. In the event that we are unable to manage any increase in our labour and
other operating expenses in an environment where revenue does not increase proportionately, our financial
results would be adversely affected.
We are subject to risks of currency fluctuations and related hedging operations, and the appreciation of the
currencies of countries in which we conduct our manufacturing operations, particularly the PRC, may
negatively affect the profitability of our business.
Most of our sales are in U.S. dollars and we maintain our accounts in U.S. dollars. Changes in exchange
rates among other currencies such as the Singapore dollar, Malaysian Ringgit, the Indonesian Rupiah, the
Czech Koruna, the PRC Renminbi or the Euro to the U.S. dollar may negatively affect our cost of sales,
margins and net revenue where our expenses and revenues are denominated in different currencies. We cannot
predict the effect of future exchange rate fluctuations. We may from time to time use financial instruments,
primarily short-term forward contracts, to hedge U.S. dollar and other currency commitments arising from
foreign currency obligations. We do not have a fixed hedging policy currently. Where possible, we endeavour
to match our non-functional currency exchange requirements to our receipts and convert, buy or sell any
shortfall accordingly to meet our monthly requirements. If our hedging activities are not successful or if we
change or reduce these hedging activities in the future, we may experience significant unexpected expenses
from fluctuations in exchange rates. Additionally, if the duration of our forward contracts exceed a month, we
would have to mark-to-market the value of such contracts which could cause us to recognise losses in our
accounts.
Volatility in the prices of raw materials and energy prices could adversely affect our results of operations.
The prices of raw materials we rely on, such as steel, aluminium and copper, are based on global supply
and demand conditions, as are the prices of petroleum-based components such as plastic. Our policy is not to
purchase raw materials prior to receiving a binding customer forecast or order, but we cannot assure you that
this policy will be strictly adhered to. While we currently pass through the price of raw materials to our
customers (other than increases in order amounts which are subject to negotiation), we may not be able to
continue to do so in the future and volatility in the prices of raw materials may affect customer demand for
certain products. In addition, we, along with our suppliers and customers, rely on various energy sources for a
number of activities connected with our business, such as the transportation of raw materials and finished
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products. Energy and utility prices, including electricity and water prices, and in particular prices for
petroleum-based energy sources, are volatile and have been on an upward trend. Increased operating costs,
such as transportation costs, of our suppliers and customers arising from volatility in the prices of any such
energy sources could be passed through to us and we may not be able to increase our product prices
sufficiently or at all to offset such increased costs. The impact of any volatility in the prices of raw materials
we rely on or in energy prices or the reduction in the demand for certain products caused by such price
volatility of energy and raw materials could result in a loss of revenue and profitability and adversely affect
our results of operations.
We depend on our key executive officers, managers and skilled personnel and may have difficulty retaining
and recruiting qualified employees.
Our success depends to a large extent upon the continued services of our executive officers, senior
management personnel, managers and other skilled personnel and our ability to recruit skilled personnel to
maintain and expand our operations. We could be affected by the loss of any of our executive officers who are
responsible for formulating and implementing our business plan and strategy, and who have been instrumental
in our growth and development. We cannot assure you that we will retain our executive officers and other key
employees through our Share Plans or other initiatives. In addition, in order to manage our growth, we will
need to recruit and retain additional management personnel and other skilled employees. However,
competition for skilled technical personnel among companies that rely on engineering and technology is high,
and the loss of qualified employees or an inability to attract, retain and motivate additional skilled employees
required for the operation and expansion of our business could hinder our ability to conduct our design,
engineering and manufacturing activities successfully and to develop marketable products. We have
experienced constraints in recruiting and retaining highly skilled workers in the markets in which we operate,
such as in the PRC. We cannot assure you that we will be able to attract the skilled personnel we require, or
to retain those whom we have trained at our cost, or whether suitable and timely replacements can be found
for employees who leave us. If we are not able to do so, our business and our ability to continue to grow
could be affected.
We may incur additional expenses and delays due to technical problems or other interruptions at our
manufacturing facilities.
Disruptions in operations due to technical problems or other interruptions such as floods or fire could
adversely affect the manufacturing capacity of our facilities. Such interruptions could cause delays in
production and cause us to incur additional expenses such as charges for expedited deliveries for products that
are delayed. Additionally, our customers have the ability to cancel purchase orders in the event of any delays
in production and may decrease future orders if delays are persistent. Additionally, to the extent that such
disruptions do not result from damage to our physical property, these may not be covered by our business
interruption insurance. Any such disruptions may adversely affect our operations and our financial results.
The operations of our manufacturing facilities may be disrupted by union activities and other labour-related
problems.
We have labour unions in some of our facilities in Indonesia, Malaysia, the Czech Republic and France.
As at 30 June 2010, we had a total of 741 unionised personnel. For such employees, we have entered into
collective bargaining agreements with the respective labour unions. Such agreements may in the future limit
our ability to contain increases in our labour costs as our ability to control our future labour costs depends
partly on the outcome of our wage negotiations with our employees. Furthermore, any future collective
bargaining agreements may lead to further increases in our labour costs. Although our employees in other
jurisdictions are currently not unionised, there can be no assurance that they will continue to remain as such.
Union activities and other labour-related problems not linked to union activities may disrupt our
operations and adversely affect our business and results of operations. For example, there have been several
recent instances of labour unrest at other manufacturers in the PRC. We cannot provide any assurance that we
will not be affected by any such labour unrest, or increase in labour cost, or interruptions to the operations of
our existing manufacturing plants or new manufacturing plants that we may set up in the future. Any
disruptions to our manufacturing facilities as a result of labour-related disturbances could affect our ability to
meet our delivery and efficiency targets resulting in an adverse effect on our customer relationships and our
financial results. Such disruptions may not be covered by our business interruption insurance.
20

Any disruption in our information systems could disrupt our operations and would be adverse to our business
and financial operations.
We depend on information systems such as our enterprise resource planning system to support our
customers’ requirements and to successfully manage our business, including managing orders, supplies,
accounting controls and payroll. Any inability to successfully manage the procurement, development,
implementation or execution of our information systems and back-up systems, including matters related to
system security, reliability, performance and access, as well as any inability of these systems to fulfil their
intended purpose within our business, could have an adverse effect on our business and financial performance.
Such disruptions may not be covered by our business interruption insurance.
We operate across multiple countries and jurisdictions which creates logistical challenges in our operations.
The distances between the PRC, Southeast Asia and Europe create a number of logistical and
communications challenges for us. These challenges include managing operations across multiple time zones,
directing the manufacture and delivery of products across long distances, coordinating procurement of
components and raw materials and their delivery to multiple locations, and coordinating the activities and
decisions of the members of our core management team, who are based in a number of different countries.
Failure to manage such challenges may adversely affect our business and results of operations.
Failure of our customers to pay the amounts owed to us in a timely manner may adversely affect our financial
condition and operating results.
We generally provide payment terms ranging from 30 to 90 days. As a result, we generate significant
accounts receivable from sales to our customers, representing 48.0% and 48.1% of current assets as of 30 June
2009 and 2010, respectively. Accounts receivable from sales to customers at 30 June 2010 were
US$145.2 million. As at 30 June 2010, the largest amount owed by a single customer was 10.9% of our total
accounts receivable. As at 30 June 2010, our allowance for doubtful accounts was US$1.3 million. If any of
our customers have insufficient liquidity, we could encounter significant delays or defaults in payments owed
to us by such customers, and we may need to extend our payment terms or restructure the receivables owed to
us, which could have a significant adverse effect on our financial condition. Any deterioration in the financial
condition of our customers will increase the risk of uncollectible receivables. Global economic uncertainty
could also affect our customers’ ability to pay our receivables in a timely manner or at all or result in
customers going into bankruptcy or reorganisation proceedings, which could also affect our ability to collect
our receivables.
While we are dependent on our customers for our strategic relationships, we are also exposed to
electronics manufacturing services providers, or EMS providers, to whom we sell some of the components,
casings and enclosures we supply to our customers. We sell to these EMS providers at the direction of our
customers and our customers are not liable for payment for the components, casings and enclosures that we
sell to these third parties.
Our design services offerings may result in additional exposure to product liability, intellectual property
infringement and other claims.
Our end-to-end services include design services relating to products that we manufacture for our
customers (including end-user products and components). Providing such services can expose us to different or
greater potential liabilities than those we face when providing our regular manufacturing services. For
instance, our design services business increases our exposure to potential product liability claims resulting
from injuries caused by defects in products we design, as well as potential claims that products we design or
processes we use infringe on third-party intellectual property rights. Such claims could subject us to
significant liability for damages, subject the infringing portion of our business to injunction and, regardless of
their merits, could be time-consuming and expensive to resolve. We may also have greater potential exposure
from warranty claims and product recalls due to problems caused by product design. Although we have
product liability insurance coverage, it may not be sufficient to cover the full extent of our product liability, if
at all. A successful product liability claim in excess of our insurance coverage or any material claim for which
insurance coverage was denied or limited and for which indemnification was not available could have a
material adverse effect on our business, results of operations and financial condition.
21

The success of our end-to-end solution activities depends in part on our ability to obtain, protect and
leverage intellectual property rights to our designs.
We strive to obtain and protect certain intellectual property rights to our technology and processes
through trade secret laws, our internal security systems, confidentiality procedures (including non-disclosure
agreements with our customers and suppliers) and employee confidentiality agreements. We believe that
having a significant level of protected proprietary technology gives us a competitive advantage in marketing
our services. However, we cannot be certain that the measures that we employ will result in protected
intellectual property rights or will prevent unauthorised use of our technology and processes. Additionally, we
cannot ensure that we will be able to enforce our patents even if they are obtained. If we are unable to obtain
and protect intellectual property rights embodied within our designs, this could reduce or eliminate the
competitive advantages of our proprietary technology, which would harm our business.
We may encounter difficulties in completing or integrating acquisitions, which could adversely affect our
operating results.
We expect to expand our presence in new end-markets, expand our capabilities and acquire new
customers, some of which may occur through acquisitions. These transactions may involve acquisitions of
entire companies, portions of companies, the entry into of joint ventures and acquisitions of businesses or
selected assets. Potential challenges related to our acquisitions and joint ventures include:
paying an excessive price for acquisitions and incurring higher than expected acquisition costs;
difficulty in integrating acquired operations, systems and businesses;
difficulty in implementing our financial and management controls, reporting systems and procedures;
difficulty in maintaining customer, supplier, employee or other favourable business relationships of
acquired operations and restructuring or terminating unfavourable relationships;
ensuring sufficient due diligence prior to an acquisition and addressing unforeseen liabilities of
acquired businesses;
making acquisitions in new end-markets or in technologies where our knowledge or experience is
limited;
failing to realise the benefits from goodwill and intangible assets resulting from acquisitions which
may result in write-downs; and
failing to achieve anticipated business volumes.
Any of these factors could prevent us from realising the anticipated benefits of an acquisition, including
additional revenue, operational synergies and economies of scale. Our failure to realise the anticipated benefits
of acquisitions could adversely affect our business and operating results.
Acquisitions, expansions or infrastructure investments may require us to increase our level of indebtedness
or issue additional equity.
Should we desire to consummate significant additional acquisition opportunities, undertake significant
additional expansion activities or make substantial investments in our infrastructure, our capital needs would
increase and we may need to increase available borrowings under our credit facilities or access public or
private debt and equity markets. There can be no assurance, however, that we will be successful in raising
additional debt or equity on terms that we would consider acceptable.
An increase in the level of our indebtedness could, among other things:
make it difficult for us to obtain financing in the future for acquisitions, working capital, capital
expenditures, debt service requirements or other purposes;
limit our flexibility in planning for or reacting to changes in our business;
affect our ability to pay dividends;
make us more vulnerable in the event of a downturn in our business; and
affect certain financial covenants that we must comply with in connection with our credit facilities.
Additionally, a further non pro rata equity issuance would dilute your ownership in the Company.
22

An adverse change in the interest rates for our borrowings could adversely affect our financial condition.
We pay interest on outstanding borrowings under our credit facilities at interest rates that fluctuate based
upon changes in LIBOR. An adverse change in LIBOR could have a material adverse effect on our financial
position, results of operations and cash flows and ability to borrow money in the future. We enter into interest
rate swaps to hedge some of this risk. If the duration of our interest rate swaps exceeds one month, we will
have to mark-to-market the value of such swaps which could cause us to recognise losses in our accounts.
Our new credit facility contains restrictive covenants that may impair our ability to conduct our business.
We will refinance the Credit Facility with a new credit facility provided by Standard Chartered Bank,
DBS and other lenders shortly after the closing of the Offering. The new credit facility contains financial and
operating covenants that limit our management’s discretion with respect to certain business matters. Among
other things, these covenants restrict our ability and our subsidiaries’ ability to incur additional debt, change
the nature of our business, sell or otherwise dispose of assets, make acquisitions, and merge or consolidate
with other entities. Failure to comply with such restrictive covenants may lead to default and acceleration
under our new credit facility and may impair our ability to conduct our business. Please refer to the section
entitled “Interested Person Transactions and Potential Conflicts of Interests — Present and Ongoing Interested
Person Transactions — Term Loan Facility, Revolving Credit Facility and Trade Finance Facility with
Standard Chartered Bank” for further details on our new credit facility.
We may experience work-related accidents that may expose us to liability claims.
Due to the nature of our operations, we are subject to the risks of our employees being exposed to
industrial-related accidents at our premises. For example, in December 2009, an employee at one of our
facilities experienced a serious accident as a result of a breach of our safety procedures. We have incurred
certain non-material expenses in connection with this accident, including the payment of healthcare costs and
compensation to the employee. If such accidents occur in the future, we may be required to pay compensation
and may also suffer reputational harm. Under such circumstances, our business and financial performance will
be adversely affected.
If our manufacturing processes and services do not comply with applicable statutory and regulatory
requirements, or if we manufacture products containing design or manufacturing defects, demand for our
services may decline and we may be subject to liability claims.
We manufacture and design products to our customers’ specifications, and, in some cases, our designs,
manufacturing processes and facilities may need to comply with applicable statutory and regulatory
requirements. For example, products that are bound for Europe will have to comply with the Restriction of
Hazardous Substances Directive (the “RoHS Directive”), which restricts the use of six hazardous materials in
the manufacture of various types of electronic and electrical equipment. We may also have the responsibility
to ensure that products we design satisfy safety and regulatory standards including those applicable to our
customers and to obtain any necessary certifications. In addition, our customers’ products and the
manufacturing processes that we use to produce them are often highly complex. As a result, products that we
manufacture may at times contain manufacturing or design defects, and our manufacturing processes may be
subject to errors or not be in compliance with applicable statutory and regulatory requirements or demands of
our customers. Defects in the products we manufacture or design, whether caused by a design, manufacturing
or component failure or error, or deficiencies in our manufacturing processes, may result in delayed shipments
to customers, replacement costs or reduced or cancelled customer orders. If these defects or deficiencies are
significant, our business reputation may also be damaged. The failure of the products that we manufacture or
our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements
may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable
expense to correct a manufacturing process or facility. In addition, these defects may result in liability claims
against us or expose us to liability to pay for the recall of a product or to indemnify our customers for the
costs of any such claims or recalls which they face as a result of using items manufactured by us in their
products. Even if our customers are responsible for the defects, they may not, or may not have resources to,
assume responsibility for any costs or liabilities arising from these defects, which could expose us to
additional liability claims.
23

Compliance or the failure to comply with regulations and governmental policies could cause us to incur
significant expense.
We are subject to a variety of local and foreign laws and regulations including those relating to labour
and health and safety concerns and import/export duties and customs. Such laws may require us to pay
mandated compensation in the event of workplace accidents and penalties in the event of incorrect payments
of duties or customs. Additionally, we may need to obtain and maintain licences and permits to conduct
business in various jurisdictions. If we or the businesses or companies we acquire have failed or fail in the
future to comply with such laws and regulations, then we could incur liabilities and fines and our operations
could be suspended. Such laws and regulations could also restrict our ability to modify or expand our
facilities, could require us to acquire costly equipment, or could impose other significant expenditures.
Our failure to comply with environmental laws could adversely affect our business and financial condition.
We are subject to various federal, state, local and foreign environmental laws and regulations, including
regulations governing the use, storage, discharge and disposal of hazardous substances used in our
manufacturing processes. One of our subsidiaries in the PRC, Lian Jun (Shenzhen) Technology Ltd. is in the
process of applying for environmental protection approvals as well as pollutant discharge permits. As at the
Latest Practicable Date, these applications have not yet been approved. The plastic business undertaken by
Lian Jun (Shenzhen) Technology Ltd. which requires certain approvals and permits accounts for a small
proportion of our consolidated revenue. Failure to obtain the requisite approvals or permits could lead to fines
being imposed or, in certain cases, the shutting down of our factories. If this were to happen, we cannot assure
you that the impact of such failure would not have a more significant adverse effect on our business,
operations and financial conditions than currently expected.
We are also subject to laws and regulations governing the recyclability of products, the materials that
may be included in products, and our obligations to dispose of these products after end-users have finished
with them. We may also be required to procure permits in order to provide certain types of finishings we may
seek to offer, which could take substantial time to obtain. Additionally, we may be exposed to liability to our
customers relating to the materials that may be included in the components that we procure for our customers’
products. Any violation or alleged violation by us of environmental laws could subject us to significant costs,
fines or other penalties.
We are also required to comply with an increasing number of product environmental compliance
regulations focused on the restriction of certain hazardous substances. For example, the electronics industry
became subject to the EU’s Restrictions on Hazardous Substances, Waste Electrical and Electronic Equipment
directives beginning in 2005 and 2006 (“WEEE”), the regulation EC 1907/2006 EU Directive REACH
(Regulation, Evaluation, Authorisation, and restriction of Chemicals), and the PRC RoHS Directive. Similar
legislation has been or may be enacted in other jurisdictions, including in the United States. The RoHS
Directive and other similar legislation prohibits the use of lead, mercury and certain other specified substances
in electronics products and WEEE requires EU importers and producers to assume responsibility for the
collection, recycling and management of waste electronic products and components. Non-compliance could
result in significant costs and penalties.
In addition, increasing governmental focus on global warming may result in new environmental
regulations that may negatively affect us, our suppliers and our customers by requiring us to incur additional
direct costs to comply with new environmental regulations, as well as additional indirect costs as a result of
our customers or suppliers passing on additional compliance costs to us. These costs may adversely affect our
operations and financial condition.
If our products or services are subject to warranty claims, our business reputation may be damaged and we
may incur significant costs.
In our standard-term sales contracts, we generally include one-year warranties to our customers for
manufacturing defects where our products or services do not conform to the specifications stipulated by our
customers. A successful claim for damages arising as a result of such defects or deficiencies may affect our
business reputation. In addition, a successful claim for which we are not insured or where the damages exceed
our insurance coverage, or any material claim for which insurance coverage is denied or limited and for which
indemnification is not available, could have a material adverse effect on our business, operating results and
financial condition. In addition, as we pursue new end-markets, warranty requirements will vary and we may
be less effective in pricing our products to appropriately capture the warranty costs.
24

We are or may be required to obtain and maintain quality or product certifications for certain markets.
In some countries, our customers require or prefer that we obtain certain certifications for our products
and testing facilities with regard to specifications/quality standards. For example, we are required to maintain
ISO/TS 16949 for our automotive products. Consequently, we need to obtain and maintain the relevant
certifications so that our customers are able to sell their products, which are manufactured by us, in these
countries. If we are unable to meet and maintain the requirements needed to secure or renew such
certifications, we may not be able to sell our products to certain customers and our financial results may be
adversely affected.
We are exposed to foreign exchange control regimes in countries in which we have operations.
Our subsidiaries are subject to the applicable foreign exchange control regimes in their respective
jurisdictions, such as the PRC and Malaysia. For example, our PRC subsidiaries are subject to the PRC rules
and regulations on currency conversion. In the PRC, the State Administration for Foreign Exchange (“SAFE”)
regulates the conversion of the Chinese Renminbi into foreign currencies. Currently, foreign investment
enterprises (“FIEs”) are required to apply to SAFE for “Foreign Exchange Registration Certificates for FIEs”.
All of our PRC subsidiaries are FIEs. With such registration certifications (which need to be renewed
annually), FIEs are allowed to open foreign currency accounts including the “basic account” and “capital
account”. Currently, translation within the scope of the “basic account” (e.g. remittance of foreign currencies
for payment of dividends, etc.) can be effected without requiring the approval of SAFE. However, conversion
of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.)
still requires the approval of SAFE.
There can be no assurance that the current foreign exchange regulations will not be changed to our
detriment or that we will be able to continue to satisfy our foreign exchange requirements should such foreign
exchange regulations be changed.
Natural disasters, epidemics and other events outside our control, and the ineffective management of such
events, may harm our business.
Some of our facilities are located in areas that may be affected by natural disasters such as hurricanes,
earthquakes, water shortages, tsunamis and floods. All facilities are subject to other natural or man-made
disasters such as fires, acts of terrorism, failures of utilities and epidemics. If such an event were to occur, our
business could be harmed due to the event itself or due to our inability to effectively manage the effects of the
particular event. Potential harms include the loss of business continuity, the loss of business data, and damage
to infrastructure.
Our production could be severely affected if our employees, or the regions in which our facilities are
located, are affected by a significant outbreak of any disease or epidemic. For example, a facility could be
closed by government authorities for a sustained period of time, some or all of our workforce could be
unavailable due to quarantine, fear of catching the disease or other factors, and local, national or international
transportation or other infrastructure could be affected, leading to delays or loss of production. In addition, our
suppliers and customers are subject to similar risks, which could lead to a shortage of components or a
reduction in our customers’ demand for our services.
We rely on a variety of common carriers to transport our materials from our suppliers to us, and to
transport our products from us to our customers. Problems suffered by any of these common carriers, whether
due to a natural disaster, labour problem, act of terrorism, increased energy prices or some other issue, could
result in shipping delays, increased costs, or some other supply chain disruption, and could therefore have a
material adverse effect on our operations.
In addition, some of our facilities possess certifications necessary to work on specialised products that
our other locations lack. If work is disrupted at one of these facilities, it may not be practicable or feasible to
transfer such specialised work to another facility without significant costs and delays. Thus, any disruption in
operations at a facility possessing specialised certifications could adversely affect our ability to provide
products and services to our customers, and thus negatively affect our relationships and financial results.
Acts of terrorism and other political and economic developments could adversely affect our business.
Increased international political instability and social unrest, evidenced by the threat or occurrence of
terrorist attacks, enhanced national security measures and the related decline in consumer confidence may
hinder our ability to do business. Any escalation in these events or similar future events may disrupt our
25

operations or those of our customers and suppliers and could affect the availability of raw materials and
components needed to manufacture our products or the means to transport those materials to manufacturing
facilities and finished products to customers. These events have had and may continue to have an adverse
effect on the world economy in general and consumer confidence and spending in particular, which in turn
could adversely affect our revenue and operating results. The effect of these events on the volatility of the
world financial markets could in future lead to volatility of the market price of our Shares and may limit the
capital resources available to us, our customers and suppliers.
We have operations in many countries and such operations may be subject to a number of risks specific to
these countries.
Our international operations across many different jurisdictions may be subject to a number of risks
specific to these countries, including:
less flexible employee relationships which can be difficult and expensive to terminate;
labour unrest;
political and economic instability (including acts of terrorism and outbreaks of war);
inadequate infrastructure for our operations (i.e. lack of adequate power, water, transportation and raw
materials);
health concerns and related government actions;
risk of governmental expropriation of our property;
less favourable, or relatively undefined, intellectual property laws;
unexpected changes in regulatory requirements and laws;
longer customer payment cycles and difficulty in collecting trade accounts receivable;
export duties, import controls and trade barriers (including quotas);
adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the
foreign jurisdictions in which we operate;
adverse changes in tax rates;
legal or political constraints on our ability to maintain or increase prices;
burdens of complying with a wide variety of labour practices and foreign laws, including those
relating to export and import duties, environmental policies and privacy issues;
inability to utilise net operating losses incurred by our foreign operations against future income in the
same jurisdiction; and
economies that are emerging or developing, that may be subject to greater currency volatility, negative
growth, high inflation, limited availability of foreign exchange and other risks.
These factors may harm our results of operations, and any measures that we may implement to reduce
the effect of volatile currencies and other risks of our international operations may not be effective. In our
experience, entry into new international markets requires considerable management time as well as start-up
expenses for market development, hiring and establishing office facilities before any significant revenue is
generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.
Conflicts of interest may arise between certain of our Controlling Shareholders, our Directors and our
Company.
There can be no assurance that conflicts of interest will not arise between certain of our Controlling
Shareholders, certain of our Directors and our Company, and that such conflicts can be resolved.
Conflicts of interest may arise between us and infastech TM Limited (“Infastech”), an associate of our
two Controlling Shareholders, Metcomp Group Holdings and Standard Chartered Private Equity Limited. Two
of our Directors, Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison, serve on the board of
directors of various companies within the Infastech group. Infastech and its subsidiaries are producers and
suppliers of engineered mechanical fasteners and assembly equipment to the automotive, electronics,
construction and industrial industries, while we are manufacturers and suppliers of limited quantities of
26

engineered mechanical fasteners to the automotive industry. Conflicts of interests may arise as the Infastech
group deals in a similar product (namely, engineered mechanical fasteners for the automotive industry) as us.
Conflicts of interests may also arise as Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison are also
our Directors, who are nominees appointed by Metcomp Group Holdings and Standard Chartered Private
Equity Limited, respectively.
Conflicts of interest may also arise between us and Sei Woo Technologies Limited and its subsidiaries,
as Sei Woo Technologies Limited is an associate of Standard Chartered Private Equity Limited, our
Controlling Shareholder. Our Director, Mr. William Edward Alastair Morrison, serves on the board of directors
of Sei Woo Technologies Limited. Conflicts of interests may arise as Sei Woo Technologies deals in a similar
product (namely, rubber components) as us. Conflicts of interests may also arise as Mr. William Edward
Alastair Morrison is our Director, who is a nominee appointed by Standard Chartered Private Equity Limited.
See “Interested Person Transactions and Potential Conflicts of Interests — Potential Conflicts of
Interests” for more information on the potential conflicts of interest that may arise between certain of our
Controlling Shareholders, certain of our Directors and us.
Risks Relating to the Ownership of our Shares
Our Shares are not currently publicly traded and the Offering may not result in an active or liquid market
for our Shares.
There is currently no public market for our Shares and an active public market for our Shares may not
develop or be sustained after the Offering. We have applied to the SGX-ST for permission to have our Shares
listed and quoted on the Main Board of the SGX-ST. Listing and quotation does not, however, guarantee that a
trading market for our Shares will develop or, if such a market does develop, there is no guarantee of the
liquidity of that market for our Shares.
When our Shares trade on the SGX-ST, investors will bear the risk of the SGX-ST’s higher general
volatility and lower liquidity levels as compared to those of other major exchanges.
The Offering Price of our Shares under the Offering has been determined following a book-building
process by agreement among the Underwriters and the Vendor and may not be indicative of prices that will
prevail in the trading market. You may not be able to sell your Shares at a price that is attractive to you.
It may be difficult to assess our performance against either domestic or international benchmarks.
Although it is currently intended that our Shares will remain listed on the Main Board of the SGX-ST,
there is no guarantee of the continued listing of our Shares.
Future issues or sales of our Shares, and the availability of a large number of our Shares for sale, could
depress our Share price.
The sale of a significant number of our Shares in the public market after the Offering, or the perception
that such sales may occur, could materially and adversely affect the market price of our Shares. These factors
could also affect our ability to sell additional equity securities. Our Directors, our Controlling Shareholders
(Metcomp Group Holdings and Standard Chartered Private Equity Limited) and other employees of our
Company will collectively hold 63.2% of our entire issued share capital immediately upon the Listing,
assuming that the Over-allotment Option is not exercised.
Although we and certain of our shareholders (namely, Metcomp Group Holdings, Standard Chartered
Private Equity Limited and Daniel Yeong Bou Wai, who will hold in aggregate Shares representing 61.1% of
the Company’s issued share capital immediately upon the Listing, assuming the Over-allotment Option is not
exercised) are subject to a moratorium, any substantial issuance or sale or perceived substantial issuance or
sale of our Shares over a short period of time after the expiry of the applicable moratorium period (where
applicable) by us or such substantial shareholders could cause our Share price to fall. Similar sales of Shares
by holders after the vesting of Awards under our Share Plans could also cause our Share price to fall. Except
as described in “Plan of Distribution — No Sales of Similar Securities and Lock-up”, there are no restrictions
on the ability of our substantial shareholders to sell their Shares either on the SGX-ST or otherwise.
27

Our Share price may decline or be volatile in the future.
The price of our Shares after the Offering may fluctuate widely and rapidly, depending on many factors,
some of which are beyond our control, including:
perceived prospects for our business and operations, and the component engineering and
manufacturing industry in general;
differences between our actual financial and operating results and those expected by investors and
analysts;
changes in analysts’ recommendations or perceptions;
changes in conditions affecting the component engineering and manufacturing industry, general
economic conditions or stock market sentiments or other events and factors affecting us and our
customers, suppliers and competitors;
changes in market valuations and share prices of publicly-listed companies with businesses similar to
us;
liquidity of the market for our Shares; and
broad stock market price fluctuations.
As such, our Shares may trade at prices significantly below the Offering Price.
Our NAV per Share immediately after the Offering may be significantly less than the Offering Price and if
so, you will incur immediate and substantial dilution.
The Offering Price may be substantially higher than the net asset value (“NAV”) per Share immediately
after the Offering. Therefore, purchasers of the Offering Shares may experience immediate and substantial
dilution in the NAV per Share of the Shares they own. See “Dilution” for a further description of the extent to
which subscribers and purchasers of our Offering Shares may experience dilution.
Protection afforded to shareholders under Singapore laws may be limited as a significant part of our assets
and operations are located overseas.
A significant portion of our operations and assets is located outside Singapore and is therefore subject to
the laws and regulations of the relevant jurisdictions. The Companies Act, Chapter 50 of Singapore (the
“Singapore Companies Act”) may provide our shareholders with certain rights and protection for which there
may be no corresponding or similar provisions under the relevant foreign laws and regulations. As a result, it
may be difficult for investors to enforce a judgment obtained in Singapore or the United States against our
overseas assets. It may also be difficult for investors to take legal action against us or our substantial
shareholders in a foreign jurisdiction and the costs of bringing such action could be prohibitive.
Certain of our existing shareholders have significant control.
Metcomp Group Holdings and Standard Chartered Private Equity Limited will remain as our Controlling
Shareholders after the Offering. Assuming the Over-allotment Option is not exercised, Metcomp Group
Holdings and Standard Chartered Private Equity Limited will beneficially own 28.3% and 28.3%, respectively,
of our Shares. As a result, they have significant influence over (1) the election of our Board of Directors,
(2) the approval or disapproval of any other matters requiring shareholder approval and (3) the affairs and
policies of the Company. Their interests may differ from yours and their control may make it more difficult
for a third party to acquire the Company.
Your ability to participate in future rights offerings may be limited.
If we offer to our shareholders rights to subscribe for additional Shares or any right of any other nature,
we will have discretion as to the procedure to be followed in making the rights available to our shareholders
or in disposing of the rights for the benefit of our shareholders and making the net proceeds available to our
shareholders. We may choose not to offer the rights to our shareholders who have a registered address outside
Singapore. For example, we will not offer such rights to our shareholders who are U.S. persons (as defined in
Regulation S) or who have a registered address in the United States unless:
a registration statement is in effect, if such registration statement under the Securities Act is required
in order for us to offer such rights to holders and sell the securities represented by such rights; or
28

the offering and sale of such rights or the underlying securities to such holders are exempt from
registration under the provisions of the Securities Act.
We have no obligation to prepare or file any registration statement under the Securities Act.
Accordingly, shareholders who are U.S. persons (as defined in Regulation S) or who have a registered address
in the United States may be unable to participate in rights offerings and may experience a dilution in their
holdings as a result.
Singapore law contains provisions that could discourage a take-over of the Company.
The Singapore Take-over and Merger Provisions contain certain provisions that may delay, deter or prevent
a future take-over or change in control of the Company for so long as our Shares are listed for quotation on the
SGX-ST. Except with the consent of the Securities Industry Council of Singapore, any person acquiring an
interest, whether by a series of transactions over a period of time or not, either on his own or together with
parties acting in concert with him, in 30.0% or more of our voting Shares is required to extend a take-over offer
for our remaining voting Shares in accordance with the Singapore Take-over and Merger Provisions. Except with
the consent of the Securities Industry Council of Singapore, such a take-over offer is also required to be made if
a person holding between 30.0% and 50.0% (both inclusive) of our voting Shares (either on his own or together
with parties acting in concert with him) acquires additional voting Shares representing more than 1.0% of our
voting Shares in any six-month period. While the Singapore Code on Take-overs and Mergers seeks to ensure an
equality of treatment among shareholders, its provisions could substantially impede the ability of shareholders to
benefit from a change of control and, as a result, may adversely affect the market price of our Shares and the
ability to realise any benefit from a potential change of control.
We may not be able to pay dividends in the future.
Our Company is incorporated in Singapore and we operate our business through our subsidiaries.
Therefore, the availability of funds to the Company to pay dividends to our shareholders depends in part on
dividends received from these subsidiaries.
Our historical payment of dividends is not indicative of whether we will pay dividends in the future. Our
Board of Directors intends to pay dividends of up to 50.0% of our net profit after tax after considering a
number of factors, including our level of cash and revenue reserve, results of operations, business prospects,
capital requirements and surplus, general financial condition, contractual restrictions, the absence of any
circumstances which might reduce the amount of revenue reserve available to pay dividends, and other factors
considered relevant by our Board of Directors, including our expected financial performance. Our ability to
declare dividends in relation to our Shares will also depend on our future financial performance which, in turn,
depends on the successful implementation of our strategy and on financial, competitive, regulatory, and other
factors, general economic conditions, demand and prices, costs of raw materials and components and other
factors specific to our industry, many of which are beyond our control. The receipt of dividends from our
subsidiaries may also be affected by the introduction of new laws, adoption of new regulations or changes to,
or in the interpretation or implementation of, existing laws and regulations, including those relating to
taxation, and other events beyond our control. For example, our Czech subsidiary is prohibited under Czech
law from paying us dividends until it completes a restructuring as our equity in the subsidiary is currently
negative. In particular, as our operating subsidiaries are located in Asia, Europe and the United States, we may
be adversely affected by implementation of capital and other exchange controls by governments in these
regions. Consequently, we may not pay or may not be able to pay dividends in future periods. See “Dividend
Policy”.
Accounting standards in Singapore may vary from those in other jurisdictions, and such variations may have a
material adverse effect on our financial statements and results of operations.
Our financial statements are prepared in accordance with SFRS which differs in material and significant
respects from U.S. GAAP. See “Summary of Significant Differences Between SFRS and U.S. GAAP”. We
have not quantified or identified the effects of the aforementioned differences between SFRS and U.S. GAAP
in this document. Accordingly, there can be no assurance, for example, that profit after taxation distributable
by us and share capital and reserves reported in accordance with SFRS would not be lower if determined in
accordance with U.S. GAAP. Potential investors should consult their own professional advisers if they want to
understand the differences between SFRS and U.S. GAAP, and how such differences might affect the
information contained herein.
29

Singapore company law and corporate disclosure standards may vary from those of other jurisdictions.
Our corporate affairs are governed by our Memorandum and Articles of Association, by the laws
governing corporations incorporated in Singapore and will be governed by the Listing Manual upon our
admission to the Official List of the SGX-ST. The rights of our shareholders and the responsibilities of our
management and the Board of Directors under Singapore law may be different from those applicable to a
company incorporated in another jurisdiction. Principal shareholders of Singapore companies do not owe
fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in the United
States. Our public shareholders may have more difficulty in protecting their interests in connection with
actions taken by our management, members of our Board of Directors or our principal shareholders than they
would as shareholders of a company incorporated in another jurisdiction. See “Description of our Shares —
Minority Rights”.
In addition, there may be different publicly available information about companies that are publicly
traded in Singapore, such as ours, than is regularly made available by public companies in the United States
and in other jurisdictions, including the timing and extent of disclosure of beneficial ownership of equity
securities of officers, directors and significant shareholders and the lack of disclosure of off-balance sheet
transactions in periodic public reports.
We may invest or spend the funds received from the repayment of the Vendor Loan in ways with which you
may not agree.
We have broad discretion in the way we invest or spend the funds received from the repayment of the
Vendor Loan. We intend to use the US$52.7 million to be repaid to us by the Vendor to repay a portion of the
Credit Facility, to fund capital expenditures, for working capital and to pay expenses associated with our
Listing. Because of the number and variability of factors that determine our use of the funds received from the
repayment of the Vendor Loan, the actual uses may vary substantially from our current intentions as described
in “Use of Proceeds”.
30

USE OF PROCEEDS
Based on the Offering Price of S$1.30 per Offering Share, the gross proceeds from the Offering will be
approximately S$260.0 million (US$200.9 million) and the net proceeds from the Offering, after deducting the
commissions and other estimated expenses payable by the Vendor will be approximately S$249.5 million
(US$192.8 million).
If the Over-allotment Option is exercised in full, the net proceeds from the Offering will be
approximately S$287.5 million (US$222.1 million). Since all the Offering Shares are being offered by the
Vendor, we will not receive any of the proceeds from the Offering (save for the repayment of the Vendor Loan
described below) nor will we receive any proceeds from the exercise of the Over-allotment Option granted by
the Vendor.
Repayment of the Vendor Loan
Immediately prior to Listing, the Vendor will repay the US$52.7 million owed to us under the Vendor
Loan (as described in “Interested Person Transactions and Potential Conflicts of Interest — Refinancing to
MCS”) with a portion of the net proceeds from the sale of the Offering Shares.
We intend to use the US$52.7 million (S$68.2 million) to be received upon repayment of the Vendor
Loan, primarily for the following purposes:
approximately US$25.0 million (S$32.4 million) to repay a portion of the Credit Facility, the key
terms of which are discussed in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources”;
approximately US$25.0 million (S$32.4 million) to fund capital expenditures, which are discussed in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital
Expenditures and Divestments”; and
approximately US$2.7 million (S$3.5 million) for expenses incurred in connection with the Listing
and working capital.
Pending the uses described above, we may also place the funds in fixed deposits with banks and
financial institutions or use the funds to invest in short-term money market instruments, as our Directors may
deem appropriate in their absolute discretion.
Expenses
We estimate that the expenses of the Offering payable by us and the Vendor relating to the Offering
(including underwriting fees and selling commission payable by the Vendor), and other incidental expenses,
will amount to approximately S$11.3 million (US$8.7 million). A breakdown of these expenses is set out
below:
Estimated Expenses
Payable by Us
(S$’000s) (US$’000s)
As a
Percentage of
Gross
Proceeds
from the Estimated Expenses
Offering Payable by the Vendor
% (S$’000s) (US$’000s)
As a
Percentage of
Gross
Proceeds
of the
Offering
%
Underwriting fees and selling
commission ...................... — — — 6,500 5,022 2.50
Professional fees (1)
.................. — — — 2,589 2,000 1.00
Accounting fees. .................... 647 500 0.25 — — —
Advertising and printing expenses ....... — — — 647 500 0.25
Other Offering related expenses (2)
....... 100 77 0.04 777 600 0.30
Total. ............................ 747 577 0.29 10,512 8,122 4.04
(1) Includes legal advisors’ fees and other professionals’ fees.
(2) Includes the fees payable to the SGX-ST and the Authority in connection with the Offering and the
listing of our Company on the SGX-ST.
The Vendor will pay the Underwriters, as compensation for their services in connection with the
Offering, underwriting fees and selling commission amounting to 2.50% of the total gross proceeds from the
31

sale of the Offering Shares and the sale of the Additional Shares by the Vendor (if the Over-allotment Option
is exercised).
For each Singapore dollar of the proceeds the Vendor receives (assuming the Over-allotment Option is
exercised in full), the Vendor expects to use approximately S$0.04 to pay for the expenses incurred in
connection with the Offering.
The aggregate expenses of the Offering are payable by the Vendor in the Offering, other than the SGX-
ST listing and processing fees and audit fees which are payable by us.
32

DIVIDEND POLICY
Statements contained in this section that are not historical facts are forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause actual results to differ materially
from those which may be forecast and projected. Under no circumstances should the inclusion of such
information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the
underlying assumptions by us, the Vendor, the Underwriters or any other person. Investors are cautioned not to
place undue reliance on these forward-looking statements that speak only as of the date hereof. See “Forward-
Looking Statements”.
We are a holding company and will be dependent on distributions from our subsidiaries in order to pay
dividends in the future. The ability of our subsidiaries to declare and pay dividends to us will be dependent on
the cash income of and cash available to such subsidiary and may be restricted under applicable law or
regulation. See “Risk Factors — Risks Relating to the Ownership of Our Shares — We may not be able to pay
dividends in the future” and “Regulation — PRC — Other Laws and Regulations — Dividend Distribution”.
The declaration and payment of future dividends may be recommended by our Board of Directors at their
discretion and will depend upon our operating results, financial condition, other cash requirements including
capital expenditures, the terms of borrowing arrangements (if any) and other factors deemed relevant by our
Directors. This, in turn, depends on our strategy, the successful implementation of our strategy and on
financial, competitive, regulatory, general economic conditions and other factors that may be specific to us or
specific to our industry, many of which are beyond our control.
Subject to the factors described above, our Board of Directors intends to pay dividends of up to 50.0%
of our net profit after tax after considering a number of factors, including our level of cash and revenue
reserve, results of operations, business prospects, capital requirements and surplus, general financial condition,
contractual restrictions, the absence of any circumstances which might reduce the amount of revenue reserve
available to pay dividends, and other factors considered relevant by our Board of Directors, including our
expected financial performance.
Our dividends per share in fiscal years 2008, 2009 and 2010 is set forth as follows:
2008 2009 (1)
Fiscal Year
Dividends per Share (2)
U.S. cents .......................................................... 0.09 16.20 —
Singapore cents (3) .................................................... 0.12 23.46 —
(1) As a result of our corporate restructuring which generated surplus cash, we paid a dividend to MCS, our shareholder at that time.
(2) Based on 1,180.3 million and 543.2 million Shares outstanding at the point of dividend payment in each of fiscal years 2008 and
2009 respectively and adjusted for the Share Split (as defined in “Dilution”).
(3) Based on exchange rates of S$1.3608 and S$1.4480 per U.S. dollar, reflecting the exchange rate as of the end of fiscal year 2008
and 2009, respectively.
As at the date of this document, no dividend payment by our Company is outstanding.
Any final dividends we declare must be approved by an ordinary resolution of our shareholders at a
general meeting. All dividends must be paid out of our profits available for distribution. We are not permitted
to pay dividends in excess of the amount recommended by our Board of Directors. Our Board of Directors
may, without the approval of our shareholders, also declare interim dividends. See “Description of Our
Shares — Dividends” for information relating to payment of dividends.
See “Taxation” for information relating to taxation of dividends. Cash dividends, if any, will be paid in
Singapore dollars.
33
2010

EXCHANGE RATES AND EXCHANGE CONTROLS
Exchange Rates
The following table sets forth the average, high, low and period end Noon Buying Rate between Singapore
dollars and U.S. dollars (in Singapore dollars per U.S. dollar) for the periods indicated, rounded to four decimal
places. The exchange rate prior to 1 January 2009 refers to the exchange rate as set forth in the Noon Buying
Rates published by the Federal Reserve Bank of New York. For 1 January 2009 and all later dates and periods,
the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve
Board. We make no representation that the converted Singapore dollar amounts referred to in this document
actually represent such U.S. dollar amounts or could have been or could be converted into U.S. dollars at the
rate indicated, at any other rate or at all. The high and low amounts and the average rates for the annual figures
were determined using the respective exchange rates at the end of each month during the year indicated; the
high and low amounts and the average rates for the monthly figures were determined using the respective
exchange rates for each day during the month indicated.
Noon Buying Rate
Average High Low Period End
Singapore dollar per U.S. dollar
Year:
2005 ............................................... 1.6648 1.6955 1.6240 1.6628
2006 ............................................... 1.5804 1.6219 1.5338 1.5338
2007 ............................................... 1.5013 1.5362 1.4360 1.4360
2008 ............................................... 1.4098 1.5082 1.3576 1.4377
2009 ............................................... 1.4519 1.5461 1.3845 1.4035
2010 (through October 2010) . . ........................... 1.3704 1.4055 1.2943 1.2943
Month:
January 2010 ......................................... 1.3965 1.4055 1.3878 1.4055
February 2010 ........................................ 1.4122 1.4228 1.4049 1.4049
March 2010 .......................................... 1.3994 1.4059 1.3930 1.3986
April 2010. .......................................... 1.3817 1.3985 1.3679 1.3701
May 2010 ........................................... 1.3940 1.4187 1.3717 1.4040
June 2010 ........................................... 1.3976 1.4156 1.3743 1.3961
July 2010 ........................................... 1.3756 1.3950 1.3595 1.3595
August 2010 ......................................... 1.3551 1.3645 1.3475 1.3546
September 2010. ...................................... 1.3333 1.3477 1.3150 1.3162
October 2010. ........................................ 1.3030 1.3143 1.2934 1.2943
Source: Federal Reserve Bank of New York and Federal Reserve Board. Please see “General and Statutory
Information — Sources”.
The Noon Buying Rate for Singapore dollars as of 1 November 2010 was S$1.2919 = US$1.00. For the
avoidance of doubt, Singapore dollar amounts herein have been translated using the Noon Buying Rate as of
29 October 2010 unless otherwise specified. Fluctuations in the exchange rate between the Singapore dollar
and the U.S. dollar will affect the U.S. dollar equivalent of the Singapore dollar price of our Shares on the
SGX-ST and the U.S. dollar equivalent of our cash dividends, if any, paid by us in Singapore dollars.
The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities
denominated in currencies other than the U.S. dollar are translated into the U.S. dollar at the exchange rates at the
balance sheet date. Transactions in currencies other than the U.S. dollar during the year are converted into
U.S. dollars at the applicable exchange rates prevailing at the first day of the month when the transactions occurred.
34

Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are
translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average
exchange rate for the relevant periods. Translation adjustments are reported as cumulative translation
adjustments and are shown as a separate component of other comprehensive income in the statement of
shareholders’ equity.
Exchange Controls
As of the date of this document, no exchange control restrictions exist in Singapore. However, there are
exchange controls in the jurisdictions of several of our material subsidiaries such as the PRC and Malaysia.
See “Risk Factors— Risks Relating to our Business — We are exposed to foreign exchange control regimes in
countries in which we have operations”, “Regulation — Malaysia — Foreign Exchange” and “Regulation —
PRC — Other Laws and Regulations — Foreign Exchange”.
35

CAPITALISATION AND INDEBTEDNESS
The following table sets forth our consolidated capitalisation as of 30 September 2010, on an actual
basis and as adjusted to reflect the repayment of US$160.0 million under the Credit Facility and assuming the
amounts under the current revolving facilities will be refinanced with our new revolving credit facility with
Standard Chartered Bank, the drawdown of US$120.0 million under the Term Loan Facility, IPO expenses of
US$0.6 million incurred by the Company and the receipt of US$52.7 million from the repayment of the
Vendor Loan.
You should read this table in conjunction with our audited consolidated financial statements, the related
notes and the other financial information contained elsewhere in this document and the sections in this
document entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
“Summary of Significant Differences Between SFRS and U.S. GAAP” and “Selected Consolidated Financial
Information and Other Data”.
Actual As Adjusted (1)
As of 30 September 2010
Cash and cash equivalents ............................................
Short-term debt:
91,678
US$’000s
103,769
Secured (2) ...................................................... 52,000 46,000
Unsecured ......................................................
Long-term debt
14,000 14,000
Secured (2) ...................................................... 130,000 96,000
Unsecured ...................................................... 3,208 3,208
Total Debt (3) ......................................................
Shareholders’ Equity:
199,208 159,208
Share capital (4)
.................................................. 36,482 36,482
Revenue reserves ................................................. 55,732 55,732
Other reserves (5)
................................................. 30,672 30,672
Total Shareholders’ Equity .......................................... 122,886 122,886
Total Capitalisation ................................................ 322,094 282,094
(1) Adjusted to reflect the repayment of US$160.0 million under the Credit Facility and assuming the amounts under the current
revolving facilities will be refinanced with our new revolving credit facility with Standard Chartered Bank, the drawdown of
US$120.0 million under the Term Loan Facility, IPO expenses of US$0.6 million incurred by the Company and the receipt of
US$52.7 million from the repayment of the Vendor Loan.
(2) Our Credit Facility is secured by various assets of our Group as well as by a share charge by our then direct holding company, MCS,
over shares of our Company, a debenture consisting of fixed and floating charges over our Company’s assets (including book debts,
capital, plant and machinery and insurances) and various other share charges given by us over the shares of certain of our
subsidiaries in Malaysia, Singapore, PRC, France and Indonesia. The share charge over shares of our Company was released on
4 November 2010.
(3) None of our borrowings are guaranteed by third parties.
(4) As of 4 November 2010 (after adjustments to reflect the Share Split), we had 543,213,028 issued Shares. See “Description of our
Shares — Shares”.
(5) Other reserves include foreign currency translation reserve, statutory reserve, fair value reserve and capital reserve.
36

DILUTION
New investors purchasing the Offering Shares at the Offering Price will experience an immediate
dilution in NAV per Share.
Dilution caused by the Offering represents the amount by which the price paid by purchasers of the
Offering Shares exceeds the NAV per Share immediately after the Listing. As of 30 June 2010 (and after
adjustments for the sub-division of our Shares into 25 Shares for every 10 Shares which was effective on
4 November 2010 (the “Share Split”)), we had positive NAV per Share of S$0.29. NAV per Share is
determined by subtracting our total liabilities from our total assets and dividing the difference by the number
of our issued Shares outstanding as of that date (subject to the adjustments set forth above). This represents an
immediate dilution in NAV per share of US$0.78 or S$1.01 to new investors purchasing Offering Shares.
The following table illustrates this dilution on a per Share basis:
Offering Price per Share .......................................................... S$1.30
NAV per Share as of 30 June 2010 as adjusted for the Share Split ........................... S$0.29 (1)
Dilution in NAV per Share to new investors ........................................... S$1.01
Percentage dilution in NAV per Share to new investors (as a % of the Offering Price) ............ 77.7%
(1) Reflects exchange rate of 1.2943 Singapore dollars to one U.S. dollar as at the Latest Practicable Date.
The issuance of new Shares pursuant to the vesting of Awards which may be granted under the Share
Plans would have a further dilutive effect on the interests of new investors in the Offering. The total number
of new Shares that may be issued pursuant to Awards granted under the Share Plans may not exceed 15.0% of
our total issued share capital (excluding treasury shares) on the day preceding the relevant date of the Award.
See “Management — Our Share-Based Incentive Plans”.
The following table sets forth the total number of Shares acquired by our substantial shareholders and
their associates during the three years prior to the date of lodgement of the Singapore Prospectus, the total
consideration paid by them and the average price (effective cash cost) per Share to them. The following table
also shows the number of Offering Shares acquired by our investors pursuant to the Offering, the total
consideration and the average price (effective cash cost) to investors in the Offering.
Substantial Shareholder (1) :
Number of Shares
Acquired (1)
Total
Consideration (1)
Average Price
(Effective Cash
Cost) per Share
S$’000s S$
Metcomp Holdings (2) ............................ 543,213,028 375,905 0.69
Investors in the Offering .......................... 200,000,000 260,000 1.30
(1) For the avoidance of doubt, the number of Shares acquired and total consideration in the table reflects the acquisition by Metcomp
Co (Singapore) Pte. Ltd. of our Shares between May 2007 and August 2007 prior to the de-listing of our Company from the SGX-
ST. In addition, the number of Shares acquired and total consideration has been adjusted to reflect the Share Split and the capital
reduction (from which Metcomp Co (Singapore) Pte. Ltd. as shareholder received US$60.0 million or S$81.6 million using the
exchange rate as at 30 June 2008 (1.3608 Singapore dollars to one U.S. dollar)).
(2) In 2007, a consortium, including affiliates of our Controlling Shareholders, Standard Chartered Private Equity Limited and Metcomp
Group Holdings, and the Company’s current management, acting through an acquisition vehicle, purchased the 50.74% of the
Company that they did not already own in a mandatory cash takeover offer after commencing purchases on the open market
beginning in May 2007. The Company was subsequently de-listed from the SGX-ST on 31 August 2007 after the consortium
acquired 100.0% of the Company. The consortium held the Company through Metcomp Holdings. Metcomp Holdings acquired all
our Shares from its wholly-owned subsidiary, Metcomp Co (Singapore) Pte. Ltd., pursuant to an internal re-organisation on 4
November 2010 (See “Substantial Shareholders and Vendor — Restructuring of Our Shareholder” for more information).
37

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
The following tables present our selected consolidated financial information as of and for the fiscal
years ended 30 June 2008, 2009 and 2010. You should read the selected consolidated financial information in
conjunction with our audited consolidated financial statements and the related notes thereto, which are
included elsewhere in this document. Our consolidated financial statements for the fiscal years ended 30 June
2008, 2009 and 2010, included in this document have been audited by Ernst & Young LLP. The historical
results presented below are not necessarily indicative of the results that may be expected for any future period.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical
Accounting Policies and Estimates”.
Our audited consolidated financial statements have been prepared in accordance with SFRS, which
differ in certain respects from generally accepted accounting principles in other countries. We intend to
prepare and report our financial statements only in accordance with SFRS in subsequent periods. Certain
principal differences between the requirements of SFRS and U.S. GAAP, as they relate to us, are discussed in
“Summary of Significant Differences Between SFRS and U.S. GAAP”.
Selected Consolidated Income Statement
2008
Year Ended 30 June
2009 2010
US$’000s (except per Share amounts)
Revenue .................................................. 786,387 624,575 638,000
Cost of sales .............................................. (657,461) (531,542) (531,864)
Gross profit. .............................................. 128,926 93,033 106,136
Other operating income ...................................... 6,341 2,937 2,631
General and administrative expenses ............................. (59,401) (55,351) (48,578)
Foreign exchange gain/(loss) ................................... 3,725 (4,722) (2,623)
Loss on classification and fair value loss .......................... — (304) (3,859)
Finance income ............................................ 1,365 939 722
Finance costs .............................................. (10,974) (12,563) (10,293)
Other items ............................................... (2,554) (26,111) (6,500)
Profit/(Loss) before taxation and share of results of associates ....... 67,428 (2,142) 37,636
Share of results of associates .................................. 1,321 1,631 810
Profit/(Loss) before taxation .................................. 68,749 (511) 38,446
Taxation .................................................. (17,479) (10,877) (16,165)
Profit/(Loss) for the year .................................... 51,270 (11,388) 22,281
Non-controlling interests ...................................... (5,101) (981) (599)
Profit/(Loss) attributable to owners of the Company ............... 46,169 (12,369) 21,682
Earnings/(losses) per Share attributable to owners of the Company
(in U.S. cents)
Basic and diluted (1) .......................................... 3.9 (2.3) 4.0
(1) Calculated based on weighted average Shares outstanding during fiscal years 2008, 2009 and 2010 of 1,171.6 million, 543.2 million
and 543.2 million, respectively, as adjusted for the Share Split.
38

Selected Consolidated Balance Sheet
2008
As at 30 June
2009
US$’000s
2010
Property, plant and equipment. ................................... 149,124 133,540 120,743
Investment in associates ........................................ 16,477 16,304 7,830
Amounts due from holding company .............................. 140,668 52,668 52,668
Other non-current assets ........................................ 21,170 15,463 20,963
Non-current assets ........................................... 327,439 217,975 202,204
Inventories .................................................. 88,499 47,672 48,584
Trade receivables . . . .......................................... 157,346 115,958 145,189
Fixed deposits ............................................... 1,590 6,473 1,546
Cash and bank balances ........................................ 49,110 56,335 81,443
Other current assets . .......................................... 18,128 15,082 25,077
Current assets .............................................. 314,673 241,520 301,839
Total assets ................................................. 642,112 459,495 504,043
Trade payables ............................................... 130,246 87,910 123,339
Other payables and accrued expenses .............................. 58,132 41,555 45,174
Loans and borrowings ......................................... 51,044 51,382 64,000
Other current liabilities. ........................................ 9,446 9,600 12,038
Current liabilities ............................................ 248,868 190,447 244,551
Loans and borrowings ......................................... 180,000 160,000 130,000
Other non-current liabilities ..................................... 6,810 7,154 6,806
Non-current liabilities ........................................ 186,810 167,154 136,806
Total liabilities .............................................. 435,678 357,601 381,357
Share capital ................................................ 36,482 36,482 36,482
Other reserves ............................................... 24,935 23,636 26,166
Revenue reserve .............................................. 127,390 24,902 43,790
Equity attributable to owners of the Company ..................... 188,807 85,020 106,438
Non-controlling interests ....................................... 17,627 16,874 16,248
Total equity ................................................ 206,434 101,894 122,686
39

Selected Consolidated Statement of Cash Flows
2008
Year Ended 30 June
2009
US$’000s
2010
Net cash generated from operating activities .......................... 73,988 48,604 49,089
Net cash used in investing activities ................................ (24,184) (15,973) (12,815)
Net cash used in financing activities ................................ (44,202) (17,832) (17,827)
Net effect of exchange rate changes ................................ 4,330 (1,047) 3,116
Net increase in cash and cash equivalents .......................... 9,932 13,752 21,563
Cash and cash equivalents at beginning of the year ..................... 37,742 47,674 61,426
Cash and cash equivalents at end of the year ....................... 47,674 61,426 82,989
Other Financial Data
EBITDA (1)
Year Ended 30 June
2008 2009
US$’000s
2010
................................................... 101,674 65,738 83,184
EBIT (1) ...................................................... 75,866 40,619 60,189
(1) We use EBITDA and EBIT as supplemental financial measures because we believe that they are indicative measures of our operating
performance as they are frequently used by securities analysts, investors and other interested parties in evaluating companies in our
industry. EBITDA and EBIT are not measurements of financial performance under SFRS and should not be considered as
alternatives to net cash from operating activities or as measures of liquidity or alternatives to profit for the year/period as indicators
of our operating performance, or any other measure of financial performance or liquidity presented in accordance with SFRS.
EBITDA and EBIT exclude some, but not all, items that affect profit for the year/period, and these measures may vary among other
companies. Therefore, EBITDA and EBIT as presented above may not be comparable to similarly titled measures of other
companies. The following table shows a reconciliation from profit/(loss) for the year to EBITDA and EBIT:
Year Ended 30 June
2008 2009
US$’000s
2010
Profit/(Loss) for the year ..............................................
Addback/(less):-
51,270 (11,388) 22,281
Taxation .......................................................... 17,479 10,877 16,165
Share of results of associates . ........................................... (1,321) (1,631) (810)
Loss on classification of associate to available-for-sale investments . . .................. — — 882
Foreign exchange (gain)/loss . . ........................................... (3,725) 4,722 2,623
Fair value (gain)/loss on derivatives . . ...................................... — (478) 2,977
Fair value loss on available for sale financial assets . . ............................ — 782 —
Finance income ..................................................... (1,365) (939) (722)
Finance costs . . ..................................................... 10,974 12,563 10,293
Other items . . . ..................................................... 2,554 26,111 6,500
EBIT ............................................................ 75,866 40,619 60,189
Depreciation . . ..................................................... 25,808 25,119 22,995
EBITDA ......................................................... 101,674 65,738 83,184
40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our historical consolidated financial
statements as of and for the fiscal years ended 30 June 2008, 2009 and 2010 and the related notes thereto,
and other financial information included elsewhere in this document. References to a “fiscal year” are to the
twelve months ended 30 June of that year. This discussion contains forward-looking statements that reflect our
current views with respect to future events and financial performance. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of factors such as those set forth under
“Risk Factors”, “Forward-Looking Statements” and elsewhere in this document. Our consolidated financial
statements have been prepared in accordance with SFRS, which may differ in certain significant respects from
generally accepted accounting principles in other countries. For a discussion of significant differences between
SFRS and U.S. GAAP, please see the “Summary of Significant Differences Between SFRS and U.S. GAAP”.
Overview
We provide our customers with end-to-end design and manufacturing solutions for precision
components, chassis enclosures and systems primarily in the following industry sectors: casings and
enclosures, mass storage, consumer electronics, automotive, electrical and electronic components and imaging
and printing. Our core expertise is in manufacturing highly complex precision metal, plastic and rubber
components, supported by comprehensive tool and die and mould making capabilities. We have leveraged our
core expertise and expanded our capabilities to offer an end-to-end manufacturing service offering
encompassing design, prototyping, tool and die and mould making, precision metal stamping, plastic and
rubber moulding, machining, welding, finishing, electro-mechanical and product assembly and testing.
In June 2007, a group, including affiliates of our Controlling Shareholders, Standard Chartered Private
Equity Limited and Metcomp Group Holdings, and our current management, commenced its acquisition of the
Company. The Acquisition was completed in August 2007. Following the Acquisition, our current
management was put in place and implemented a number of operational, strategic and organisational changes.
These included expanding our capabilities to provide end-to-end solutions, increasing our focus on crossselling
to our existing clients, streamlining our organisation to offer a one-stop manufacturing solution,
increasing our presence in growing Asian markets and industry sectors, optimising our manufacturing footprint
and enhancing our operational and financial flexibility and discipline.
We assist our customers in producing their products through a network of manufacturing facilities in
eight countries. We believe that the combination of our range of capabilities, expertise in complex precision
component manufacturing, advanced design and engineering services, diversified and loyal customer base,
global network and experienced management team provide us with a competitive advantage in the market for
outsourcing supply-chain functions. Through these services and facilities, we offer our customers the ability to
simplify their global product development and their manufacturing process, and enable them to achieve shorter
time to market and cost savings.
Factors Affecting Our Results of Operations
Our results of operations are affected by a number of factors, including the following:
Trend towards supply chain outsourcing
The supply chain outsourcing industry has experienced significant change and growth as many
companies worldwide have increasingly outsourced some or all of their design and manufacturing
requirements. This has been driven primarily by companies seeking to reduce costs, increase operational
flexibility and focus on the sales and marketing of their products. The future growth of our business depends
on the extent to which our customers and prospective customers will outsource their manufacturing supply
chains, or outsource additional capabilities which they currently do in-house. We believe long-term growth
prospects for the outsourcing of manufacturing capabilities, design and engineering services remain strong.
Changes in demand for our customers’ products
The demand for our services is linked to the demand for our customers’ products. If our customers are
not successful in marketing their products, or if their products do not gain widespread commercial acceptance,
our revenues may be adversely affected. We suffered a decline in revenue from display devices, which
comprise predominantly of LCD TV back panels, of US$46.3 million between fiscal year 2008 and 2009 and
41

US$29.8 million between fiscal year 2009 and 2010 mainly due to the decreased market share of two of our
customers in the LCD TV market and changes in the design of the LCD TV back panels resulting in the use
of fewer and lighter parts.
All the industries to which we provide services are affected by macroeconomic conditions which can
cause variations in product demand for our customers in those industries. Since demand for our services is tied
to demand for our customers’ products, these macroeconomic conditions can have a significant impact on our
results. For example, in fiscal year 2009, deteriorating economic conditions due to the global economic crisis
contributed to a decline in our revenues from all of our industry sectors, and consequently a decline in our
revenues and EBIT* of 20.6% and 46.5%, respectively, compared to fiscal year 2008 (for details of individual
industry sectors, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Fiscal Year 2009 Compared to Fiscal Year 2008 — Revenue”). However, in fiscal year 2010,
improved economic conditions led to an increase in revenues in all our major industry sectors other than
consumer electronics.
Depth and breadth of customer penetration
Our business depends on long-term relationships we have developed with our customers, many of which
are large multinational corporations. These relationships provide us with the opportunity to expand our
revenues by increasing our business from our existing customers. This strategy has become one of our primary
focuses since the Acquisition. We do this by cross-selling additional services to existing customers, selling
services across different divisions and industry sectors within the businesses of existing customers, and selling
services across the geographic locations in which our existing customers operate. While the global economic
crisis adversely affected us, we believe that these effects have been mitigated to some degree by ramp-ups of
existing programs and new programs we have been awarded from existing customers as a result of our
relationships with them. We also seek to add new customers and industries to increase our customer base.
Product mix
The profitability of our business is based largely on the margins achieved by each of our services
provided. As a result, the mix of the services we provide and the products we manufacture can have a
significant impact on our results. For example, between fiscal year 2009 and fiscal year 2010, one of the key
drivers of our increase in EBIT * margins from 6.5% to 9.4% was a move towards a mix of relatively higher
margin solutions, including our end-to-end services.
Cost of materials
The cost of materials is a substantial part of our cost of sales and is our single largest expense. Our key
raw materials are steel, aluminium and copper and we purchase these in various grades and specifications as
required for the specific products we supply to our customers. The cost of these raw materials is highly
variable and depends on market prices. Our policy is not to purchase raw materials prior to receiving a
binding customer forecast or order. We seek to reduce our exposure to increases in materials prices by
utilising a pricing methodology that factors in the cost of materials we are required to purchase to provide the
service. Such pricing methodology involves the following: (a) for certain of our customers, we order materials
“back-to-back” with the customers’ orders and incorporate the purchase price of the materials into the final
product price; and (b) for our remaining customers, we use materials that are sourced from suppliers directed
by our customers at prices that have been negotiated by the customers and that (including price changes) are
passed through to the customers in the final product price.
Staff costs
Staff costs are our largest expense after the cost of materials. These costs were US$131.8 million,
US$108.4 million and US$116.0 million in fiscal year 2008, 2009 and 2010, respectively, and are reflected in
our cost of sales and general and administrative expenses line items. We have experienced increases in labour
costs in some of the countries in which we operate due to increasingly tight labour markets, inflation and
other factors. We seek to control our labour costs by utilising a higher proportion of contract workers
compared to permanent workers from 66.4% and 66.0% of our employees being contract employees as of
30 June 2008 and 30 June 2009, respectively, to 73.8% as of 30 June 2010 and moving towards a
compensation structure which places greater emphasis on variable compensation for our executives.
* For a reconciliation of EBIT to our profit/(loss) for the year, please see “Summary Consolidated Financial Information and Other
Data”.
42

Additionally, during the recent global economic crisis we implemented a number of other measures on a
temporary basis which included plant shutdown days, giving staff days off in lieu of overtime payments,
suspending and freezing annual pay increments and reducing variable remuneration paid. We have started
removing the temporary measures with effect from the second half of fiscal year 2010. Where practicable, we
have also increased the automation of our processes to reduce reliance on unskilled labour.
Management of manufacturing footprint
One of our key challenges is managing our manufacturing facilities to efficiently respond to demand
conditions. Since the Acquisition, we have closed three facilities that were predominantly serving single
customers. After closing these facilities, we moved some of the equipment at these facilities to our other existing
facilities. In fiscal year 2009, we closed three of our facilities in Poland, Hungary and Zhongshan, PRC. In fiscal
year 2010, we completed the sale of one of our plants located at No. 5 Kian Teck Drive, Singapore, and on
17 September 2010, we completed the disposal of another plant located at 18 Tuas Street, Singapore and
transferred some of our manufacturing operations in these plants to our other plants in the PRC and Batam,
Indonesia. We also plan to further consolidate our footprint through the closure of our facility in Jakarta,
Indonesia in fiscal year 2011. Although we believe the disposals and closures of these plants will yield cost
savings in the future, the immediate savings are not expected to have a material effect on our financial
performance. In fiscal year 2009, we opened a new facility in Vietnam and as at the Latest Practicable Date, we
are considering an expansion of our Shanghai facility. We continue to look for strategic opportunities to expand
existing facilities and our footprint. We believe that the steps taken to manage our manufacturing footprint,
together with the measures taken to keep our staff costs under control, helped mitigate the effects of the global
economic crisis on our financial performance and contributed to increases in our margins in fiscal year 2010.
Currency fluctuations
We are affected by exchange rate fluctuations between our functional currency, the U.S. dollar, and the
currencies in which we and our subsidiaries operate. We and all of our subsidiaries other than our Malaysian
and European subsidiaries use the U.S. dollar as our functional currency. There may be translation impacts
between the different functional currencies used by our subsidiaries and our reporting currency upon
consolidation. However, to the extent we incur expenses in other local currencies which are not matched by
sales in such local currency, currency fluctuations may result in relative increases in our expenses in
proportion to our sales.
Key Components of Our Income Statement
Our income statement comprises the following line items:
Revenue
Our revenue consists of the amounts charged to our customers for components, chassis and enclosures
systems built to their specifications.
We report our operating results in two principal business segments: precision engineering and plastic and
rubber. The precision engineering segment includes stamping, machining and progressive cold forging of
precision metal components, secondary processes such as finishing and bonding, assembly of metal enclosures
and chassis, and manufacturing of tools and dies. The plastic and rubber segment includes the manufacturing
of precision plastic and rubber components and moulds.
Our revenues by business segment for the periods indicated are set forth below:
Year Ended 30 June
2008 2009 2010
US$’000s % US$’000s % US$’000s %
Precision engineering ..................... 753,287 95.8 600,564 96.2 608,322 95.3
Plastic and rubber ........................ 40,589 5.2 29,286 4.7 32,907 5.2
Intersegment elimination ................... (7,489) (1.0) (5,275) (0.9) (3,229) (0.5)
Total ................................. 786,387 100.0 624,575 100.0 638,000 100.0
43

In our financial statements, we also report geographic segments based on the location of our facilities.
Our geographic segments, and their contribution to our revenue for the years periods indicated, are set forth
below:
2008
Year Ended 30 June
2009 2010
US$’000s % US$’000s % US$’000s %
PRC.................................. 270,501 34.4 245,367 39.3 303,512 47.6
South and Southeast Asia . . . ............... 347,630 44.2 268,177 42.9 262,024 41.1
Europe ................................ 168,256 21.4 111,031 17.8 72,464 11.3
Total ................................. 786,387 100.0 624,575 100.0 638,000 100.0
We provide our services to customers across a range of industry sectors. The following are our principal
industry sectors:
casings and enclosures, for which we primarily manufacture for servers and networking equipment;
mass storage, for which we primarily manufacture motor hubs, VCM plates, disk clamps and other
components of mass storage devices;
consumer electronics, for which we primarily manufacture components and assemblies for home
appliances, white goods (e.g. washing machines), set top boxes and other consumer electronics
devices;
automotive, for which we primarily manufacture automotive components such as seats, seatbelts and
sunroof components, steering column jackets, components for automotive infotainment products, air
bag canisters and door locks;
electrical and electronic components, for which we primarily manufacture items such as contact and
circuit breaker components, copper housings for meters and tuner assemblies;
imaging and printing, for which we primarily manufacture stamping parts for copiers, laser and ink-jet
printers, high-speed line printer cabinets and digital camera casings; and
others, which includes all other industry sectors to which we provide services, including
telecommunications, personal healthcare and medical equipment, amongst others.
These industry sectors, and their contribution to our revenue for the periods indicated, are set forth
below:
2008
Year Ended 30 June
2009 2010
US$’000s % US$’000s % US$’000s %
Casings and Enclosures ..................... 194,331 24.7 161,064 25.8 176,557 27.7
Mass Storage . . . ......................... 142,059 18.1 110,487 17.7 126,677 19.9
Consumer Electronics ...................... 183,137 23.3 123,814 19.8 100,242 15.7
Automotive .............................. 68,885 8.8 58,627 9.4 79,088 12.4
Electrical and Electronic Components .......... 56,350 7.2 46,184 7.4 59,160 9.3
Imaging and Printing. ...................... 52,370 6.6 39,725 6.4 43,045 6.7
Others ................................. 89,255 11.3 84,674 13.5 53,231 8.3
Total .................................. 786,387 100.0 624,575 100.0 638,000 100.0
Our revenue by quarter for the periods indicated, are set forth below:
Revenue by Quarter
First Second Third Fourth
US$’000s
Year ended 30 June 2009 .............................. 209,632 166,175 116,871 131,897
Year ended 30 June 2010 .............................. 149,706 167,977 155,613 164,704
A discussion of our revenue for the fiscal years 2010 and 2009 is set out under “— Fiscal Year 2010
Compared to Fiscal Year 2009 and “— Fiscal Year 2009 Compared to Fiscal Year 2008”.
44

Cost of sales
Cost of sales comprises:
costs of materials and components used in production;
labour costs of employees, both permanent and contractual, who are directly involved in our operating
activities, including salaries, overtime, bonuses, severance, employment taxes and contributions
payable by us, costs of training and recruitment, and other benefits for these employees such as
insurance, meals, accommodation and transport;
manufacturing expenses such as utilities, tools and consumables; and
depreciation on property and equipment used in providing our services.
Other operating income
Other operating income primarily consists of government grants that are not part of our revenues.
General and administrative expenses
General and administrative expenses include staff costs of our non-operational employees, including
those in administration, sales, marketing, human resources, finance, management and our board of directors,
marketing and selling expenses, the costs of our head office, administration and professional services
expenses, and depreciation on our facilities, machinery and office equipment not used directly in production.
Foreign exchange (loss)/gain
We recognise foreign exchange losses and gains to the extent of foreign currency effects on income and
expenses and balance sheet items in currencies other than our functional currencies. This consists of realised
gains and losses which have been incurred as well as unrealised gains and losses which arise from a
revaluation to the current rate applicable as of the balance sheet date. Accordingly, our liabilities may increase
or decrease depending on whether we have made an unrealised loss or gain due to exchange rates.
Fair value gains and losses
Fair value gains and losses include the gains and losses recognised on marked-to-market derivatives and
available-for-sale financial assets. Our derivatives consist solely of interest rate swaps which we enter into to
hedge interest rate volatility on our borrowings.
Finance income
Finance income comprises interest income from fixed and other deposits.
Finance costs
Finance costs comprise primarily interest and arrangement fees on our loans and borrowings, and also
includes other interest payable.
Other items
Other items comprise non-recurring items including restructuring costs, impairment losses on goodwill
and property, plant and equipment, and the recovery of insurance claims.
Share of results of associates
Share of results of associates includes profits and losses from our 50.0% investment in Cheval Electronic
Enclosures Co. Ltd., a Thai company that manufactures standard and customised information technology racks
and, in fiscal years 2008 and 2009, our 22.7% interest in Fischer Tech Ltd., a Singapore company that
manufactures precision engineering plastic parts. Our interest in Fischer Tech Ltd. was reclassified as an
available-for-sale asset in fiscal year 2010 when our interest was diluted to 19.2% following a placement of
new shares by Fischer Tech Ltd. during the year to a third party investor. In connection with this
reclassification, we recognised an impairment charge of US$0.9 million arising from marking down the value
of this investment in fiscal year 2010.
45

Taxation
Our taxation expenses reflect the income tax payable at the statutory rate in Singapore and other
applicable jurisdictions after taking into consideration any non-deductible expenses in each applicable
jurisdiction and include deferred tax liabilities, net of assets, where applicable. For further details on our
taxation policies, refer to Note 2.20 — “Income taxes” to our consolidated financial statements, which is
included elsewhere in this document.
Non-controlling interests
Our profits attributable to non-controlling interests are primarily due to the following non-controlling
interests (minority interests) held by third parties in the following subsidiaries as at 30 June 2010:
Subsidiary % of Interest
Lian Jun Industrial Pte. Ltd ................................... 45.0%
AE Rubber Sdn. Bhd. ...................................... 33.7%
Amtek Huizhou (H.K.) Industries Limited ........................ 25.0%
Amtek (Huizhou) Industries Ltd . . . ............................ 25.0%
Amtek Technology (H.K.) Limited . ............................ 7.5%
Recent Developments
Our revenue for the two months ended 31 August 2010 and the two months ended 31 August 2009 are
set forth below:
Two Months Ended
31 August
2009 2010
US$’000s
Revenue ............................................................. 97,254 110,672
Our revenue increased by 13.8% from US$97.3 million in the two months ended 31 August 2009 to
US$110.7 million in the two months ended 31 August 2010. Revenues across all key industry sectors
generally increased in the two months ended 31 August 2010 as compared to the same period in 2009, except
for the mass storage industry sector which was affected by a general decline in the hard disk drive industry.
46

Results of Operations
The following table sets forth, for the periods indicated, an extract of the Group’s income statement.
2008
Year Ended 30 June
2009
US$’000s
2010
Revenue .................................................. 786,387 624,575 638,000
Cost of sales .............................................. (657,461) (531,542) (531,864)
Gross profit. .............................................. 128,926 93,033 106,136
Other operating income ...................................... 6,341 2,937 2,631
General and administrative expenses ............................. (59,401) (55,351) (48,578)
Loss on classification of associate to available-for-sale investments ...... — — (882)
Foreign exchange gain/(loss) ................................... 3,725 (4,722) (2,623)
Fair value gain/(loss) on derivatives. ............................. — 478 (2,977)
Fair value loss on available for sale financial assets .................. — (782) —
Finance income ............................................ 1,365 939 722
Finance costs .............................................. (10,974) (12,563) (10,293)
Other items ............................................... (2,554) (26,111) (6,500)
Profit/(Loss) before taxation and share of results of associates ....... 67,428 (2,142) 37,636
Share of results of associates .................................. 1,321 1,631 810
Profit/(Loss) before taxation .................................. 68,749 (511) 38,446
Taxation .................................................. (17,479) (10,877) (16,165)
Profit/(Loss) for the year .................................... 51,270 (11,388) 22,281
Non-controlling interests ...................................... (5,101) (981) (599)
Profit/(Loss) attributable to owners of the Company ............... 46,169 (12,369) 21,682
Fiscal Year 2010 Compared to Fiscal Year 2009
Revenue
Our revenue increased by 2.1% from US$624.6 million in fiscal year 2009 to US$638.0 million in fiscal
year 2010. As a result of the global economic crisis, our revenues in the first half of fiscal year 2010 were
lower than the same period in fiscal year 2009, but the revenues in the second half of fiscal year 2010
increased compared to the same period in fiscal year 2009 following the general economic recovery. Revenues
across all key industry sectors, except for the consumer electronics industry sector, increased in fiscal year
2010. Revenue from fiscal year 2010 excluding the consumer electronics industry sector was
US$537.8 million, representing a 7.4% increase from revenue from fiscal year 2009 excluding the consumer
electronics industry sector.
Casings and enclosures: Our revenue from casings and enclosures increased by 9.6% from US$161.1 million
in fiscal year 2009 to US$176.6 million in fiscal year 2010. In fiscal year 2010, in addition to our ongoing
programs we increased our revenues from end-to-end solutions and from new products for our existing
customers. This resulted in an increase in revenues from three of our major customers in this sector which was
partially offset by a slight decline in revenues from another major customer.
Mass storage: Our revenue from mass storage increased by 14.7% from US$110.5 million in fiscal year 2009
to US$126.7 million in fiscal year 2010. We recorded a significant increase in business from most of our
major customers in this sector due to an increase in demand under our current programs as well as new
programs for VCM plates, disc clamps and motor hubs. The increase was partly offset by the decline in
business from one of our customers who had decided to exit the hard disc drive market globally in the second
half of fiscal year 2010.
Consumer electronics: Our revenue from the consumer electronics industry sector decreased by 19.0% from
US$123.8 million in fiscal year 2009 to US$100.2 million in fiscal year 2010 largely contributed by a decline in
revenue generated from back panels for LCD TVs caused by a decline in market share of our existing
customers. In addition, changes in design of LCD TVs resulted in fewer and lighter parts being required. As a
result, our revenues from display devices which comprise predominantly of LCD TV back panels declined from
47

US$47.6 million in fiscal year 2009 to US$17.7 million in fiscal year 2010. The decline in contribution from
back panels for LCD TVs was partially offset by an increase in revenues from washing machine panels and iron
products from two of our existing customers.
Automotive: Our automotive segment grew 34.9% from US$58.6 million in fiscal year 2009 to
US$79.1 million in fiscal year 2010 due primarily to significantly higher volumes of two relatively new
products for which we provide end-to-end solutions, as well as a general increase in demand for automotive
components due to the increase in demand in the Asian automotive sector. These end-to-end solutions include
bonding and secondary finishes to sub-assembled parts that require a high level of precision and accuracy, in
addition to precision cold forged components. We were also upgraded to global supplier status by two of our
automotive customers in the second half of fiscal year 2010 and this has helped us increase our sales to these
customers.
Electrical and electronic components: Our revenue from electrical and electronic components increased by
28.1% from US$46.2 million in fiscal year 2009 to US$59.2 million in fiscal year 2010 primarily due to
increasing our sales through cross selling our capabilities across geography and through our end-to-end service
offerings to existing customers which resulted in an increase of sales to our largest customer in this sector in
fiscal year 2010.
Imaging and printing: Our revenue from imaging and printing increased by 8.4% from US$39.7 million in
fiscal year 2009 to US$43.0 million in fiscal year 2010 as a result of an increase in customer demand.
Others: Our revenue from other industries decreased from US$84.7 million in fiscal year 2009 to
US$53.2 million in fiscal year 2010 as a result of changes in our product mix from our smaller industry
sectors and a decrease in one-time builds for many of our smaller customers from our smaller industry sectors
between fiscal year 2009 and 2010 as we focused on certain other targeted industry sectors. Additionally, the
decline was partially the result of a change in our billing policy with respect to most of our tools and dies,
including the amortisation of the cost of tools and dies over a given number of units and incorporating such
amortised amount into the cost of the product, instead of a one-time bill.
From a geographical segment standpoint, the increase in our revenue was mainly driven by a 23.7%
increase in revenue in the PRC. Revenue in the PRC increased across all industry sectors, driven by customers
in the PRC as well as demand for products manufactured by our factories in the PRC from our customers
outside the PRC. As a result, revenue contribution from the PRC now accounts for 47.6% of our Group’s
revenue, up from 39.3% in fiscal year 2009. However, the strong growth in the PRC was offset by negative
growth of 34.7% in Europe in fiscal year 2010 which was mainly due to lower revenues from sales of LCD
TV back panels.
Cost of sales
Our cost of sales as a percentage of revenue decreased from 85.1% in fiscal year 2009 to 83.4% in fiscal
year 2010 due to a change in our product mix to include greater contribution from higher margin products
(typically products in the mass storage, automotive and electrical and electronics industry sectors), and lower
costs of operations as a result of the consolidation of some of our facilities and other cost reduction measures.
The cost savings were achieved mainly through giving staff days off in lieu of overtime pay and freezing of
annual increments implemented in the second half of fiscal year 2009 that continued in the first half of fiscal
year 2010. We also closed our Poland and Zhongshan, PRC, plants in the second half of fiscal year 2009 and
our Hungary plant in the second half of fiscal year 2010 and transferred some of our manufacturing operations
from two of our Singapore plants to our other plants in the PRC and Batam, Indonesia, resulting in savings in
cost of sales.
General and administrative expenses
Our general and administrative expenses decreased by 12.2% from US$55.4 million in fiscal year 2009
to US$48.6 million in fiscal year 2010. This was due largely to the consolidation and closure of our facilities
discussed above resulting in a reduction in general expenses and labour costs for our non-operational
employees due to a reduction in headcount.
Foreign exchange (loss)/gain
Foreign exchange losses decreased to US$2.6 million in fiscal year 2010 as compared to a loss of
US$4.7 million in fiscal year 2009 due to the weakening of the Euro and the continuing weakening of the
U.S. dollar during fiscal year 2010. The closure of the Hungary and Poland plants in fiscal year 2010 and
48

2009, respectively, resulted in the write-offs of intercompany balances between our European subsidiaries,
contributing to lower intercompany amounts, denominated in Polish Zolty and Hungarian Florint as compared
to Euros. As a result, unrealised foreign exchange losses decreased during fiscal year 2010, which was
partially offset by the weakening of the Euro against the U.S. dollar during the same period.
Finance costs
Our finance costs decreased by 18.1% from US$12.6 million in fiscal year 2009 to US$10.3 million in
fiscal year 2010 largely as a result of net debt repayment amounting to US$16.0 million in fiscal year 2010.
Other items
We incurred other items of US$6.5 million in fiscal year 2010 compared to US$26.1 million in fiscal
year 2009. Our other items in fiscal year 2010 were primarily related to restructuring costs and impairment of
property, plant and equipment of US$7.1 million arising from the closure of our facility in Hungary as well as
the proposed closure of our facility in Jakarta, Indonesia.
Taxation
Our tax expense increased by 48.6% from US$10.9 million in fiscal year 2009 to US$16.2 million in
fiscal year 2010 primarily as a result of our increase in profits during fiscal year 2010 as compared to fiscal
year 2009. The higher tax expense also resulted from additional provisions made in fiscal year 2010 for
withholding taxes on dividends receivable from certain Chinese subsidiaries and certain non-deductible
expenses, including interest expenses. Additionally, we did not recognise deferred tax benefits arising from
carry-forward losses of certain European subsidiaries.
Profit/Loss for the year
As a result of the above, we made a profit of US$22.3 million in fiscal year 2010 compared to a loss of
US$11.4 million in fiscal year 2009.
Non-controlling interests
Our profit for the year attributable to non-controlling interests decreased to US$0.6 million in fiscal year
2010 compared to a profit of US$1.0 million attributable to non-controlling interests in fiscal year 2009 as a
result of lower profit contribution from our non wholly owned subsidiaries.
Fiscal Year 2009 Compared to Fiscal Year 2008
Revenue
Our revenue declined by 20.6% from US$786.4 million in fiscal year 2008 to US$624.6 million in fiscal
year 2009 due to the global economic crisis resulting in lower demand for our customers’ products starting in
the second quarter of fiscal year 2009 and continuing through the end of the fiscal year. Revenue declined
across all our industry sectors in fiscal year 2009. Revenue from fiscal year 2009 excluding the consumer
electronics industry sector was US$500.8 million, representing a 17.0% decrease from revenue from fiscal
year 2008 excluding the consumer electronics industry sector.
Casings and enclosures: Our revenue from casings and enclosures decreased by 17.1% from US$194.3 million
in fiscal year 2008 to US$161.1 million in fiscal year 2009 as a result of decreased demand due to the global
economic crisis. This was partially offset by an increase in sales from our end-to-end solutions of
US$8.4 million from new and additional programs in networking casings and enclosures products for one of
our top customers (referred to as customer H in “Business — Customers”).
Mass storage: Our revenue from mass storage decreased by 22.2% from US$142.1 million in fiscal year 2008
to US$110.5 million in fiscal year 2009 as a result of decreased demand from all customers due to the global
economic crisis.
Consumer electronics: Our revenue from the consumer electronics industry sector decreased by 32.4% from
US$183.1 million in fiscal year 2008 to US$123.8 million in fiscal year 2009 largely caused by a decline of
US$46.3 million from US$93.9 million in fiscal year 2008 in revenue generated from sales of display devices
which comprise predominantly of back panels for LCD TVs to two of our top ten customers during fiscal year
2009, and a general decline from other customers due to the global economic crisis. This was partly offset by
49

a US$7.6 million growth in home appliances products, which comprises irons and washing machine panels,
amongst other similar products.
Automotive: Our revenue from the automotive segment decreased by 14.9% from US$68.9 million in fiscal
year 2008 to US$58.6 million in fiscal year 2009 mainly due to decreased demand from our European
automotive customers. Notwithstanding the global economic crisis, our efforts to increase our end-to-end
product offering within the automotive segment to include bonding and secondary finishes to sub-assembled
parts that require a high level of precision and accuracy, in addition to precision cold forged components,
resulted in revenue growth from three of our Asian automotive customers in fiscal year 2009. This helped
mitigate the overall decline in the automotive segment.
Electrical and electronic components: Our revenue from electrical and electronic components decreased by
18.0% from US$56.4 million in fiscal year 2008 to US$46.2 million in fiscal year 2009 as a result of
decreased demand due to the global economic crisis.
Imaging and printing: Our revenue from imaging and printing decreased by 24.1% from US$52.4 million in
fiscal year 2008 to US$39.7 million in fiscal year 2009 as a result of decreased demand due to the global
economic crisis.
Others: Our revenue from other industries decreased from US$89.3 million in fiscal year 2008 to
US$84.7 million in fiscal year 2009 as a result of a general decline in demand across our smaller industry
sectors.
From a geographical segment standpoint, our revenue from South and Southeast Asia, the PRC and
Europe decreased by 22.9%, 9.3% and 34.0%, respectively. The revenue decline in Europe was consistent with
the significant decline in our consumer electronics sector revenue, due predominantly to the decline in LCD
TV back panels revenues, which were produced solely in Europe. In addition, the global economic crisis also
caused general demand for automotive parts to decline in Europe. In the PRC, the decline was not as severe
given the greater diversification of our offerings across all industry sectors in this region.
Cost of sales
Our cost of sales as a percentage of revenue increased slightly from 83.6% in fiscal year 2008 to 85.1%
in fiscal year 2009 despite a decrease in our revenue largely due to our fixed costs remaining relatively stable.
Cost reduction measures were initiated in November 2008 and were implemented, subject to regulatory
compliance requirements. As a result, the benefits of some of these cost saving measures took time to
materialise. We initiated the closure of our plants in Poland and Zhongshan, PRC, in the second half of fiscal
year 2009 and planned for the closure of the Hungary plant in fiscal year 2010.
General and administrative expenses
Our general and administrative expenses decreased by 6.8% from US$59.4 million in fiscal year 2008 to
US$55.4 million in fiscal year 2009 due to a decrease in staff costs as a result of a decline in the variable
component of staff costs, and the implementation of cost containment measures such as plant shutdown days
and the closure of plants discussed above.
Foreign exchange (loss)/gain
We recognised foreign exchange losses of US$4.7 million in fiscal year 2009 as compared to a gain of
US$3.7 million in fiscal year 2008 due to the weakening of the U.S. dollar during fiscal year 2009 and
fluctuations in exchange rates during the global economic crisis, as well as the relative strength of the
U.S. dollar during fiscal year 2008. The unrealised foreign exchange losses of US$4.7 million in fiscal year
2009 arose primarily from the weakening of the Polish Zloty, Czech Koruna and Hungarian Florint against the
Euro, which resulted in unrealised foreign exchange losses on intercompany loans owed by certain of the
Company’s subsidiaries in Europe, namely in Poland, Czech Republic and Hungary, to their immediate
holding company, which is one of the Company’s subsidiaries in France.
Finance costs
Our finance costs increased by 14.5% from US$11.0 million in fiscal year 2008 to US$12.6 million in
fiscal year 2009. This was mainly due to an increase in average debt balances in fiscal year 2009. In addition,
fiscal year 2008 finance costs included a US$5.5 million arrangement fee paid in connection with a
US$200.0 million term loan obtained for the financing of our corporate restructuring.
50

Other items
During fiscal year 2009, we reviewed our geographical footprint and identified for closure plants that were
dependent on a single customer and segment, and where reduced demand adversely affected plant capacity
utilisation. Following this review, we decided to implement plans to close our plants in Poland, Hungary and
Zhongshan, PRC. Primarily as a result of this, we incurred an expense related to other items of US$26.1 million
in fiscal year 2009 compared to US$2.6 million in fiscal year 2008. Of the US$26.1 million incurred for other
items in fiscal year 2009, US$22.6 million related principally to restructuring costs and impairment of property,
plant and equipment in connection with the closure of our facilities in Poland, Hungary and Zhongshan, PRC. A
significant portion of these restructuring costs were incurred in connection with providing for the leases of these
plants. Additionally, we incurred an expense of US$5.3 million in impairment of goodwill which previously
arose from investments in certain subsidiaries. This was partially offset by US$1.7 million in insurance proceeds
from an insurance claim related to a 2007 fire at our facility in Mexico (which was closed thereafter).
US$2.2 million of the US$2.6 million incurred for other items in fiscal year 2008 was related to restructuring
costs with respect to our corporate restructuring, whereby we consolidated the operations of three separate legal
entities in Singapore under one legal entity to achieve greater operational efficiency and concurrently completed
a debt refinancing pursuant to our Credit Facility.
Taxation
Our tax expense decreased by 37.8% from US$17.5 million in fiscal year 2008 to US$10.9 million in
fiscal year 2009 primarily as a result of lower profits generated from operations during fiscal year 2009
compared to fiscal year 2008. However, our effective tax rate in fiscal year 2008 was also lower than in fiscal
year 2009 as one of our subsidiaries in the PRC was still enjoying a tax holiday in fiscal year 2008. In
addition, the increase in non-deductible expenses in fiscal year 2009 also contributed to a higher effective tax
rate in fiscal 2009.
Profit for the year
As a result of the above, and in particular, because of our other items of US$26.1 million, we made a
loss of US$11.4 million in fiscal year 2009 compared to a profit of US$51.3 million in fiscal year 2008.
Non-controlling interests
Our profits attributable to non-controlling interests decreased from US$5.1 million in fiscal year 2008 to
US$1.0 million in fiscal year 2009 as a result of the acquisition of the non-controlling interests in Amtek Europe
Development, one of our European subsidiaries, and Amtek Technology Pte Ltd, one of our Singapore
subsidiaries.
Liquidity and Capital Resources
As of 30 June 2010, we had cash and bank balances of US$81.4 million which were held primarily for
working capital purposes.
On 31 March 2008, our Group entered into the Credit Facility, which was amended and restated on
11 June 2008 and 22 August 2008. The Credit Facility is secured by the assets of the Company and the shares
of the subsidiaries held by the Group. Our US$245.0 million Credit Facility comprises a US$200.0 million
term loan facility and a US$45.0 million revolving credit facility. As of 30 June 2010, we had
US$160.0 million outstanding under the term loan portion of our Credit Facility and US$20.0 million
outstanding under the revolving portion of our Credit Facility. The Credit Facility requires that we maintain a
maximum ratio of consolidated net debt to EBITDA, which as of 30 June 2010 was 2.75x, and a minimum
ratio of cash flow to debt service charges of 1.10x. As of 30 June 2010, we were in compliance with the
covenants under the Credit Facility. We applied all amounts borrowed under the Credit Facility primarily
towards the following purposes: (i) payment of the purchase price and costs incurred in connection with
certain acquisitions (such as the acquisition of certain assets of the Company and two other subsidiaries of the
Company, namely Amtek Technology Pte Ltd and Amtek Industries Pte Ltd); (ii) to enable us to pay a special
dividend; and (iii) working capital purposes.
Borrowings under our Credit Facility bear interest at LIBOR plus an applicable margin that is based on
our ratio of consolidated net debt to EBITDA. The margin as of 30 June 2010 was 2.15%.
We are required to repay all amounts outstanding under the Credit Facility on the Termination Date (as
defined in the Credit Facility) which is the date falling 80 months from the date of the Credit Facility.
51

We expect to refinance the Credit Facility shortly after the closing of the Offering with a
US$120.0 million term loan facility (the “Term Loan Facility”) and a revolving credit facility of
US$25.0 million with Standard Chartered Bank. We have also entered into a revolving credit facility of
US$25.0 million with DBS. Under the Term Loan Facility, the revolving credit facility with DBS and the
revolving credit facility with Standard Chartered Bank, we are required to maintain a minimum ratio of
EBITDA less taxes over debt service of 1.30x and a ratio of total liabilities to total tangible net worth not
exceeding 3.00x for the period from 31 December 2010 to 29 June 2011, 2.50x for the period from 30 June
2011 to 29 June 2012 and 2.25x thereafter. Additionally, the Term Loan Facility requires that our total
financial indebtedness not, at any time, exceed US$200.0 million. Borrowings under our credit facilities
described above all bear interest at LIBOR plus 2.50%.
The maturity of the Term Loan Facility is 31 January 2016 or five years from the date of first
drawdown, whichever is earlier, and the repayment will be in ten equal semi-annual instalments commencing
six months from the date of drawdown. The interest period for each loan under the two revolving credit
facilities is fixed at one month, two months or three months.
We and our subsidiary, Amtek Precision Technology Pte. Ltd., have also obtained a US$10.0 million
trade finance facility (the “Trade Finance Facility”) from Standard Chartered Bank for the purpose of issuing
letters of credit, including acceptance of trust receipts, shipping and bankers guarantees, each at the bank’s
prevailing standard quoted rates. The maximum limit under the Trade Finance Facility is US$10.0 million.
The letters of credit are available for sight and issuance, and the acceptance of trust receipts are available for
up to 180 days while the shipping guarantees, bonds and guarantees do not exceed 36 months in duration.
As of the date of this document, the Term Loan Facility and the two revolving credit facilities described
above have not been drawn upon. As of the date of this document, US$3.9 million has been drawn down
under the Trade Finance Facility.
Certain of our subsidiaries also have working capital facilities in various jurisdictions where we conduct
business (including a working capital facility in the PRC) which had a total capacity available for utilisation of
US$28.0 million of which US$14.0 million of borrowings was outstanding as of 30 June 2010.
Our liquidity is affected by many factors, some of which are based on the normal ongoing operations of
the business and some of which arise from fluctuations related to global economic conditions. Our cash
balances are generated and held locally where we have operations. Local government regulations may restrict
our ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect
such regulations and restrictions to impact our ability to pay vendors and conduct operations. We believe that
our existing cash balances, together with anticipated cash flows from operations and borrowings available
under our refinanced credit facility, will be sufficient to fund our operations through at least the next twelve
months.
Historically, we have funded operations from net cash generated from operating activities and bank debt.
We may enter into debt and equity financings, sales of accounts receivable and lease transactions to fund
future acquisitions and anticipated growth.
Fiscal year 2010
Cash generated from operations was US$75.3 million during fiscal year 2010. Revenue in the fourth
quarter of fiscal year 2010 was significantly higher than revenue in the fourth quarter of fiscal year 2009. As a
result, the Group’s receivables increased by US$29.2 million as at 30 June 2010. This was offset by an
increase in trade and other payables which increased as a result of increased purchases in the fourth quarter of
fiscal year 2010. Increase in trade payables as well as improved credit terms from suppliers helped contribute
to the increase in trade and other payables outstanding as at the end of fiscal year 2010. As a result, the
Group’s net working capital decreased by US$1.2 million. Our net cash generated from operating activities
further decreased by US$16.7 million in income taxes paid and US$10.3 million in finance costs paid,
resulting in net cash generated from operating activities of US$49.1 million.
Cash used in investing activities during fiscal year 2010 was US$12.8 million. This resulted primarily
from US$15.7 million in capital expenditures for equipment and US$2.9 million paid pursuant to the final
instalment for the acquisition of a non-controlling interest in one of our subsidiaries partially offset by
US$5.3 million received from disposals of plant and equipment as a result of the disposal of a Singapore
factory and a Malaysian factory.
52

Cash used in financing activities was US$17.8 million during fiscal year 2010. This resulted primarily
from US$16.0 million in net repayments on our Credit Facility and US$1.5 million in dividends paid to noncontrolling
interests.
Fiscal year 2009
Cash generated from operations was US$72.4 million during fiscal year 2009. As at 30 June 2009,
inventories, receivables and prepayments were significantly lower than that outstanding as at 30 June 2008,
due to lower revenue generated for fiscal year 2009, in particular in the second half of fiscal year 2009 as a
result of the global economic crisis. Trade and other payables declined due to lower volume of business being
transacted combined with concerted efforts to reduce inventory days through better management of customer
orders. As a result, the decline in revenue freed up working capital that was previously tied up in inventory
and receivable balances, resulting in a US$27.4 million increase in net working capital. Our net cash flows
from operating activities was further decreased by US$12.2 million in income taxes paid and US$12.6 million
in finance costs paid, resulting in net cash generated from operating activities of US$48.6 million.
Cash used in investing activities during fiscal year 2009 was US$16.0 million. This resulted primarily
from US$16.7 million in capital expenditures for equipment and US$2.8 million paid pursuant to the second
instalment for the acquisition of a non-controlling interest in Amtek Technology Pte Ltd, one of our Singapore
subsidiaries, offset by US$2.1 million received from disposals of plants and equipment and US$1.7 million in
dividends received from associated companies.
Cash used in financing activities was US$17.8 million during fiscal year 2009. This resulted primarily
from US$18.0 million in net repayments on our Credit Facility and US$1.1 million in dividends paid to noncontrolling
interests offset by US$1.3 million gain from movements in restricted fixed deposits. We also paid a
dividend of US$88.0 million to our holding company, who used the money to reduce their loan payable to us.
Fiscal year 2008
Cash generated from operations was US$88.2 million during fiscal year 2008. As at the end of fiscal
year 2008, there was little indication of the severity of the global economic crisis that was to come in the
second quarter of fiscal year 2009. Revenue was high in the fourth quarter of fiscal year 2008, which resulted
in higher receivables at fiscal year end and higher inventory levels to meet anticipated demand in the next
quarter. As a result, net working capital decreased by US$12.2 million. Our net cash flows from operating
activities was further decreased by US$10.6 million in income taxes paid and US$4.9 million in finance cost
paid, resulting in net cash generated from operating activities of US$74.0 million.
Cash used in investing activities during fiscal year 2008 was US$24.2 million. This resulted primarily
from US$29.4 million in capital expenditures for equipment and US$7.4 million for the acquisition of the noncontrolling
interests in Amtek Europe Development, one of our European subsidiaries, and Amtek Technology
Pte Ltd, one of our Singapore subsidiaries. This was offset by US$10.9 million received from disposals of
property, plant and equipment largely as a result of the sale of two of our properties in Singapore and
US$1.6 million in dividends received from associated companies.
Cash used in financing activities was US$44.2 million during fiscal year 2008. This resulted from
US$140.7 million in advances to our holding company, US$60.0 million in a reduction of share capital and
US$6.0 million in finance costs paid, all in connection with the reorganisation of our operating and capital
structure after the acquisition. This was offset by a net US$164.3 million received from funding from our
Credit Facility in connection with the reorganisation of our operating and capital structure after the
acquisition.
Capital expenditures and divestments
Our capital expenditures are mainly related to the purchase of equipment used in providing our services.
Of the US$25.0 million of proceeds from the repayment of the Vendor Loan to be used to fund capital
expenditures, as described in “Use of Proceeds”, US$20.0 million will be used for planned capital
expenditures in fiscal year 2011 and the balance of US$5.0 million will be used to fund the planned expansion
of our Shanghai plant. We intend to fund any shortfall as part of the planned expansion our Shanghai plant (if
the proceeds from the Offering are inadequate) from our internal resources. The balance of funds required to
fund our Shanghai plant expansion is not expected to be required until fiscal year 2012 or later. The Shanghai
plant currently has sufficient capacity to meet our expected production requirements at the plant for the next
two to three years. The proposed expansion of the Shanghai plant is subject to approvals from the relevant
53

authorities before we are able to commence construction, and such approvals could take up to 12 months.
Accordingly, we expect that the plant expansion will be completed by 2013. The primary sources of financing
for these purchases have been our cash from operations. The table below provides the details of our capital
expenditures for the periods indicated and our planned capital expenditures for fiscal year 2011.
Year Ended 30 June
2008 2009 2010
2011 (1)
(Planned)
US$’000s
Equipment and Machinery ................................ 21,332 12,747 9,442 19,954
Freehold and Leasehold Properties .......................... 4,069 2,480 1,361 3,309
Office Equipment. ...................................... 3,051 1,210 968 1,446
Computer Software ..................................... — — 4,606 —
Others ............................................... 1,059 881 844 293
Total ................................................ 29,511 17,318 17,221 25,002
(1) Our Board approved the planned capital expenditures based on our budget for the fiscal year 2011. The actual timing for the
spending of such planned capital expenditures will be determined by our actual capacity utilisation and expansion requirements.
Hence, there is no firm timeline for the planned capital expenditures, which would also require the prior approval of the regional
president and one or two executive directors of our Company.
The table below provides the details of our capital expenditures for the periods indicated by
geographical location.
Year Ended 30 June
2008 2009 2010
2011 (1)
(Planned)
US$’000s
PRC ................................................ 7,228 7,874 10,586 12,853
South and Southeast Asia ................................. 13,802 6,772 3,376 10,015
Europe. .............................................. 8,481 2,672 3,259 2,134
Total ................................................ 29,511 17,318 17,221 25,002
(1) Of the US$25.0 million planned capital expenditures, US$7.9 million has been incurred for capital expenditures of our Group and
US$4.2 million remains committed as at the Latest Practicable Date. Of the US$22.9 million worth of capital expenditures planned
for our investments in PRC and in the South and Southeast Asia for fiscal year 2011, an aggregate of US$11.7 million has been
incurred or committed as at the Latest Practicable Date. Of the US$2.1 million worth of capital expenditures planned for Europe for
fiscal year 2011, an aggregate of US$0.4 million has been incurred or committed as at the Latest Practicable Date. Such
commitments are currently being funded by internal resources.
Our capital expenditures from 1 July 2010 to the Latest Practicable Date were US$8.0 million.
The capital expenditures that we incurred from fiscal year 2008 to the Latest Practicable Date were
primarily funded by internal resources and were attributable mainly to the following:
Equipment and Machinery: This predominantly comprises equipment and machinery used in the
manufacture of our products including stamping presses, computerised numerical controlled (CNC)
machining centres, CNC turning machines, numerical control laser turret punches, milling machines,
CNC wire cut machines, robotic laser welding equipment, robotic automation equipment as well as
electroless nickel plating line;
Leasehold Properties: Expenditures on leasehold properties in the past three fiscal years primarily
relates to improvement to properties, such as reinforcement of foundations with additional pilings in
preparation for machine installations as well as additions of overhead cranes. With respect to fiscal
year 2011, planned capital expenditure for leasehold properties relates to the plan to acquire additional
land next to our existing Shanghai plant for expansion purposes and improvements to existing
properties as a result of plant consolidation. The expansion of the Shanghai plant allows us to add
additional services to complement our precision engineering activities. This includes consolidating our
tool-rooms (currently in Suzhou and Shanghai) in Shanghai for more efficient use of our capital
expenditures and synergies from sharing of common facilities and services such as bonding and
finishing. In addition, we currently lease an adjacent factory to house part of our plastic operations in
Shanghai and the lease will be terminated once the new plant is operational. We continue to see
interest from customers for products and services provided by our Shanghai plant and believe that we
54

need to plan ahead to meet such requirements. We also believe that it would not be efficient to build
another plant elsewhere in Shanghai and incur additional fixed overheads versus adding an adjacent
plant on a land plot which is currently available. The Shanghai plant is not expected to be operational
until 2013;
Office Equipment: This includes furniture and fittings but predominantly comprises notebooks, desktop
computers and servers; and
Computer Software: This comprises all software licensed for use by our Group and includes licences
for our enterprise resource planning (ERP) system.
The table below provides the details of our capital divestments for the periods indicated:
Year Ended 30 June
2008 2009
US$’000s
2010
(1)
Equipment and Machinery. ........................................... 6,956 1,018 97
Freehold and Leasehold Properties. ..................................... 2,224 2,369 3,359
Office Equipment .................................................. 499 40 5
Others .......................................................... 146 — 133
Total ........................................................... 9,825 3,427 3,594
(1) These relate to the original cost of the property, plant and equipment disposed during the respective fiscal years, less accumulated
depreciation and impairment as of the date of disposal.
Our capital divestments from 1 July 2010 to the Latest Practicable Date were US$3.9 million and were
mainly attributable to the disposal of one of our Singapore facilities at 18 Tuas Street, Singapore, on 17 September
2010. The disposal is in line with our plans to consolidate our operations in Singapore for greater operational
efficiency as certain back room support services such as finance, administration, human resources and management
information services are located at our premises on Kian Teck Road, Singapore. Given increasing foreign workers’
levy and wage costs in Singapore, it is part of our long-term strategy to locate our manufacturing operations
outside of Singapore to benefit from better cost efficiency. Accordingly, the disposal is in line with our long-term
strategy.
The capital divestments for the fiscal year 2008 to the Latest Practicable Date were attributable mainly
to the divestment of properties made non-core through the consolidation and rationalisation of our
manufacturing footprint when we transferred some of our manufacturing operations from two of our Singapore
plants to our other plants in the PRC and Batam, Indonesia and closed three of our plants in Poland, Hungary
and Zhongshan, PRC and the disposal of certain equipment and machinery that were no longer useful or
required for our manufacturing operations. We plan to further consolidate our manufacturing footprint through
the closure of our plant in Jakarta, Indonesia in fiscal year 2011. The closure of our plant at 18 Tuas Street,
Singapore is not expected to materially affect our production capacity or financial performance, as we have
redeployed the machines and equipment from the Singapore plants to our manufacturing facilities in Batam
(Indonesia), and PRC in fiscal year 2010. The closure of our plant in Jakarta, Indonesia is not expected to
materially affect our production capacity nor financial performance, as the plant has been underutilised and the
revenue and EBIT contribution from the plant in fiscal year 2010 were only US$5.7 million and
US$0.8 million, respectively.
Contractual Obligations and Commitments
We have purchase obligations that arise in the normal course of business, primarily consisting of binding
purchase orders for inventory related items and capital expenditures. Additionally, we have leased certain of our
equipment under capital lease commitments, and certain of our facilities and equipment under operating lease
commitments.
55

Future payments due under our contractual obligations as at 30 June 2010 are as follows:
Contractual Obligations Total
Less Than
1 Year 1-5 Years
More Than
5 Years
Purchase obligations ................................ 197,002
US$’000s
197,002 — —
Debt ............................................ 204,899 68,732 136,167 —
Capital commitments. ............................... 6,374 6,374 — —
Operating leases ................................... 20,924 5,042 13,972 1,910
Total ........................................... 429,199 277,150 150,139 1,910
Our purchase obligations can fluctuate significantly from period to period and can materially impact our
future operating asset and liability balances, and our future working capital requirements. We intend to use our
existing cash balances, together with anticipated cash flows from operations to fund our existing and future
contractual obligations.
Turnover Days
The following table shows the average turnover days for inventory, debtors and creditors for the years
ended 30 June 2008, 2009 and 2010.
Year Ended 30 June
2008 2009 2010
Inventory turnover days (1) ................................................ 64 42 44
Trade receivable turnover days (2)
.......................................... 73 68 83
Trade payable turnover days (1) ............................................ 94 78 112
Cash conversion cycle days (3) ............................................. 43 32 15
(1) Inventory and trade payable days are based on the cost of direct and indirect material costs. Inventory days are calculated using the
following formula: ending inventory divided by cost of goods sold times 365 days. Trade payable days are calculated using the
following formula: ending trade payables divided by cost of goods sold times 365 days.
(2) Trade receivable days are based on revenue and are calculated using the following formula: ending trade receivables divided by sales
times 365 days.
(3) Cash conversion cycle days are inventory days plus trade receivable days minus trade payable days.
We continue to work on minimising our inventory levels without compromising our commitments to our
customers by managing orders on a back-to-back basis and implementing SAP (an enterprise resource
planning software) across our Group to help us improve our inventory visibility and production planning
process. To this end, we have improved our inventory turnover days from 64 days in fiscal year 2008 to
44 days in fiscal year 2010. Our turnover days in fiscal year 2009 were 42 days, primarily due to lower sales
due to the global economic crisis.
We typically extend open credit to our key customers on terms ranging from 30 to 90 days. Our trade
receivable turnover days was 83 days in fiscal year 2010. Fiscal year 2010 trade receivable days was
significantly higher due to higher levels of current receivables as of 30 June 2010 that were not yet due for
collection. Of the US$145.2 million trade receivables as at 30 June 2010, US$2.1 million remains outstanding
as of 30 September 2010. Our trade receivable turnover days decreased to 68 days in fiscal year 2009. This
was due to lower levels of current receivables that were not yet due for collection as of 30 June 2009 and
lower sales in fiscal year 2009 due to the global economic crisis. Our trade receivable turnover days was
73 days in fiscal year 2008.
We typically receive credit terms ranging 30 to 120 days for our trade payables. Except for Europe,
where credit is governed by credit insurance, we work with our suppliers to achieve open credit terms that
have remained fairly stable. In fiscal year 2008, 2009 and 2010, our trade payable turnover days were 94, 78
and 112, respectively. This reflected the higher levels of trade payable as of 30 June 2010 as a result of
increased sales in the last quarter of fiscal year 2010 and lower levels of accounts payable as of 30 June 2009
as a result of decreased sales in the last quarter of fiscal year 2009 due to the global economic crisis. In
addition, we also worked with our suppliers to improve our payment terms in fiscal year 2010 which led to
longer payment periods and therefore higher levels of trade payable as of 30 June 2010.
56

Off-Balance Sheet Arrangements
As of 30 June 2010, other than the contingent liabilities disclosed below, we did not have any offbalance
sheet arrangements.
Contingent Liabilities
As of 30 June 2010, our contingent liabilities consisted of:
undertakings given by the Company and our subsidiaries to finance certain of our subsidiaries to
enable them to meet their liabilities as and when they fall due; and
letters of guarantee issued by the Company and our subsidiaries in respect of work permits for foreign
workers, utilities of premises and letters of credit for purchase of machineries amounting to
US$1.7 million, US$0.6 million and US$0.5 million, respectively.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Interest rate risk is the risk due to variability in interest rates. We manage our interest rate costs through
a mixture of fixed and floating rate debt. We had floating rate debt outstanding of US$194.0 million as of
30 June 2010. Floating rate debt obligations consisted of borrowings under our Credit Facility and certain
variable working capital credit facilities of our subsidiaries. We had US$180.0 million outstanding under our
Credit Facility and US$14.0 million outstanding under our other credit facilities as of 30 June 2010. Interest
on the Credit Facility is based on LIBOR plus an applicable margin that is based on our ratio of consolidated
net debt to EBITDA. The margin as of 30 June 2010 was 2.15%.
Our floating rate debt in the past was naturally hedged due to floating rate loans given to related parties
and through interest rate swaps. As of 30 June 2010, we had two interest rate swaps to effectively convert the
floating interest rate on US$144.0 million amount outstanding under our Credit Facility to a fixed interest rate.
We mark-to-market our interest rate swaps and in fiscal years 2009 and 2010, we recognised a US$0.5 million
gain and a US$3.0 million loss, respectively, related to marking to market these swaps.
Taking into account these swaps, US$144.0 million out of US$194.0 million of our total borrowings
were at a fixed rate of interest as of 30 June 2010.
Primarily because the floating interest on US$144.0 million of the US$194.0 million in floating rate debt
obligations as of 30 June 2010 has effectively been converted to a fixed interest rate due to the current low
interest rates, a hypothetical 100 basis point increase in interest rates would cause our losses to increase by
US$0.4 million.
Foreign Currency Exchange Risk
To the extent we incur expenses in local currencies which are not matched by sales in such local
currency, currency fluctuations may result in relative increases in our expenses in proportion to our sales. The
functional currencies of our business units are the U.S. dollar, Malaysian Ringgit, Euro and Czech Koruna.
Our transactional currency exposure primarily arises from sales or purchases in Singapore dollars, Malaysian
Ringgit, Indonesian Rupiah, the Euro and Chinese Renminbi. Approximately 38.0% of our sales are
denominated in currencies other than these functional currencies and approximately 24.0% of our costs are
denominated in currencies other than these functional currencies. We also had US$34.9 million in foreign
currency cash balances as of 30 June 2010. We recognised foreign exchange losses of US$2.6 million and
US$4.7 million in fiscal years 2010 and 2009, respectively, and a gain of US$3.7 million in fiscal year 2008.
To the extent possible, we manage our foreign currency exposure by a number of methods as the
circumstance requires including evaluating and using non-financial techniques, such as currency of invoice,
leading and lagging payments and receivables management, and entering into short-term foreign currency
forward contracts to hedge certain currency exposures associated with certain assets and liabilities, mainly
accounts receivable and accounts payable, and cash flows denominated in non-functional currencies.
We are also exposed to currency translation risk arising from our investments in foreign operations. We
have translation exposures in the Malaysian Ringgit, Euro, Indonesian Rupiah, Vietnamese Dong and Chinese
Renminbi. Since these are considered long-term investments, we do not hedge these exposures.
57

Based on our overall currency rate exposures as of 30 June 2010, including the derivative financial
instruments intended to hedge the non-functional currency-denominated monetary assets, liabilities and cash
flows, a near-term 10.0% appreciation or depreciation of our functional currencies against its cross-functional
rates would not have a material effect on our financial position, results of operations and cash flows over the
next fiscal year. Please see Note 36(d) — “Foreign currency risk” to our consolidated financial statements,
included elsewhere in this document, for a sensitivity analysis of changes in the rates of the U.S. dollar against
each of the Singapore dollar, Euro, Malaysian Ringgit and Chinese Renminbi.
The following table shows a breakdown of our Group’s revenue and total operating costs (excluding
depreciation and amortisation) based on all currencies of our Group entities (whether in functional currency or
otherwise) for fiscal years 2008, 2009 and 2010:
2008
Year Ended 30 June
2009 2010
Currency Revenue Costs Revenue Costs Revenue Costs
U.S. Dollar . . . .............................. 49% 36% 55% 48% 62% 39%
Chinese Renminbi ............................ 9% 28% 15% 24% 15% 33%
Euro ...................................... 18% 15% 16% 9% 10% 11%
Singapore Dollar ............................. 10% 9% 9% 9% 6% 8%
Malaysian Ringgit ............................ 7% 5% 5% 4% 6% 5%
Czech Koruna . .............................. 1% 2% — 2% 1% 2%
Indonesian Rupiah ........................... 1% 5% — 4% — 2%
Polish Zloty . . .............................. 5% — — — — —
Commodity Risk
Our largest expense is the cost of raw materials. The prices of the raw materials we use, such as steel,
aluminium and copper, tend to fluctuate and increases in such commodity prices could have a significant
impact on our profitability. Due to this risk, we incorporate materials costs directly into our pricing models so
that the cost at which we provide our services reflects the costs of the materials we buy in connection with
such services. Our policy is not to assume any commodity pricing risk or to take a position in relation to the
price of the materials we use. Therefore, we either adjust the price of our products to reflect any changes in
materials prices or we purchase materials “back-to-back” at the time we enter into an obligation with our
customers and incorporate such price into the prices of our services. While our pricing policies have protected
us against commodity pricing fluctuations in the past, our pricing is subject to negotiation with our customers
who may seek to push this risk onto us in the future.
Inflation
We believe that inflation did not have a significant effect on our results of operation and financial
condition during the three fiscal years ended 30 June 2010 since most of our operations are not in countries
with high rates of inflation and in the past we have been able to pass through most of these cost increases to
our customers.
Seasonality
While individual segments of our business are subject to seasonality in demand, this is not material to
our business as a whole except for the week of Chinese New Year (which occurs in the third quarter of our
fiscal year) when many of our facilities and customers’ operations often are shut down for up to a week.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements and related disclosures in conformity with
SFRS requires management to make estimates and judgments that affect our reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates and assumptions based upon historical experience and various other factors
and circumstances. Management believes that our estimates and assumptions are reasonable under the
circumstances; however, actual results may vary from these estimates and assumptions under different future
circumstances. It has been difficult to make predictions and estimates based on our historical experience due
to the uncertain economic circumstances present in the macro-economic environment. We have identified the
following critical accounting policies that affect the more significant judgments and estimates used in the
58

preparation of our consolidated financial statements. For further discussion of our significant accounting
policies, refer to Note 2 — “Summary of Significant Accounting Policies” to our consolidated financial
statements, included elsewhere in this document.
Depreciation and impairment
We estimate the useful lives of our property, plant and equipment to be between 2 years and 99 years,
depending on the asset. Based on these useful lives, the asset is depreciated on a straight line basis over the
asset’s estimated useful life. We review the useful life, residual value and depreciation method of property,
plant and equipment at the end of each financial year and make prospective adjustments, if appropriate. We
review property, plant and equipment for impairment when events change or circumstances indicate that the
carrying value may not be recoverable. Recoverability of property, plant and equipment is measured by
comparing its carrying value to the saleable value of the asset. If the carrying amount of an asset or an asset
group is not recoverable, we recognise an impairment loss based on the excess of the carrying amount of the
long-lived asset over its saleable value. Circumstances that may lead to impairment of property, plant and
equipment include unforeseen decreases in future performance or industry demand and the restructuring of our
operations resulting from a change in our business strategy or adverse economic conditions.
Impairment of non-financial assets
We perform an impairment analysis based on the higher of an asset’s or cash generating unit’s fair value
less costs to sell and value in use on an annual basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. To determine value in use we use projected
discounted future results (discounted cash flow approach) based on assumptions that are consistent with our
estimates of future growth. Factors requiring significant judgment include assumptions related to future growth
rates, discount factors, and tax rates, among other considerations. We have recorded intangible assets,
including goodwill, in connection with business acquisitions. As of 30 June 2010, we do not have any
goodwill. Changes in economic and operating conditions that occur after an impairment analysis, and that
impact these assumptions, may result in a future goodwill impairment charge.
Based upon a combination of factors, we recognised an impairment loss of goodwill of US$5.3 million
in fiscal year 2009. This was largely due to a change in management’s estimate of the recoverable amount.
Impairment of loans and receivables
At the end of each reporting period we assess whether any of our loans and receivables should be
impaired. In order to make this determination we look at the probability of insolvency or significant financial
difficulties of the customer, defaults or significant delays in payments. We fully impair any loans which we
identify as doubtful based on the amount and timing of expected future cash flows using our historical loss
experience for assets with a similar credit risk profile. Credit risks are assessed according to a combination of
financial strength, trade references, credit reports and performance records (measured in terms of reliability of
payment) of each customer. If there is an adverse change in the financial condition and circumstances of our
customers, or if actual defaults are higher than provided for, an addition to our allowance for impairment may
be necessary. We also monitor receivables that are past due but not impaired. Allowance for impairment was
provided for in fiscal year 2009 but not in fiscal year 2008 due to an increase in past due accounts receivable.
This is mainly attributable to the difficult economic climate experienced by our customers. Subsequently in
fiscal year 2010, the ratio of doubtful debts to accounts receivable declined as a result of a lower proportion of
past due accounts receivable.
Restructuring and impairment charges
We have recognised restructuring and impairment charges related to reductions in workforce, re-sizing
and closure of certain facilities, and the transition of production from certain facilities into other new and
existing facilities. These charges were recorded pursuant to formal plans developed and approved by
management and our Board of Directors. The recognition of restructuring and impairment charges requires
that we make certain judgments and estimates regarding the nature, timing and amount of costs associated
with these plans. The estimates of future liabilities may change, requiring additional restructuring and
impairment charges or the reduction of liabilities already recorded. At the end of each reporting period, we
evaluate the remaining accrued balances to ensure that no excess accruals are retained and the utilisation of
the provisions are for their intended purpose in accordance with the restructuring programs.
59

Income taxes
We estimate our income tax provision in each of the jurisdictions in which we operate, a process that
includes estimating exposures related to examinations by taxing authorities. It is not possible to determine with
certainty certain transaction and computations during the ordinary course of business. For such exposures, we
recognise liabilities for expected tax issues based on estimates of whether additional taxes will be due. If the
final tax outcome of these matters is different from the amounts initially recognised, we recognise the
difference in the income tax and deferred tax provisions in the period in which the determination is made.
Deferred tax assets
We make judgments regarding the ability to realise deferred tax assets. The carrying value of our net
deferred tax assets is based on our belief that it is probable that we will generate sufficient future taxable
income in certain jurisdictions to realise these deferred tax assets. Our judgments regarding future taxable
income may change due to changes in market conditions, changes in tax laws or other factors. If our
assumptions and consequently our estimates change in the future, the valuation allowances we have
established may be increased or decreased, resulting in a respective increase or decrease in income tax
expense.
Determination of functional currency
We measure transactions in the respective functional currencies of the Company and its subsidiaries
which are the United States dollar, on a consolidated basis, and for certain subsidiaries, the Malaysian Ringgit,
Euro and Czech Koruna. The determination of the functional currencies of the Group and the entities in the
Group requires management to determine the currency that mainly influences sales prices for goods and
services, and the country whose competitive forces and regulations mainly determines the sales prices of its
goods and services. This requires management judgement in assessing the economic environment in which the
entities operate and the entities’ process of determining sales prices.
Fair values of financial instruments
Financial instruments are recorded on the balance sheet based on their price derived from active markets
or, if this is not possible, using a variety of valuation techniques, including the use of valuation models. The
inputs to these models are derived from observable market data where possible, but where observable market
data are not available, judgement is required to establish fair values. These judgements include considerations
of liquidity and determinations regarding the future financial performance of the entity, its risk profile, and
economic assumptions regarding the industry and geographical jurisdiction in which it operates.
Recent Accounting Developments
In fiscal year 2010, we adopted the new and revised SFRS and Interpretations to SFRS (“INT SFRS”)
that are relevant to our operations and effective for annual periods beginning on or after 1 July 2009. The
adoption of these new/revised SFRS and INT SFRS did not result in changes to our accounting policies and
had no material effect on our financial position and financial performance in the period of initial application.
As of 30 June 2010, certain SFRS, INT SFRS and amendments to SFRS that are relevant to our
Company have been issued but are not effective and we have not applied these SFRS, INT SFRS and
amendments to SFRS. Our Directors expect that the adoption of these pronouncements will have no material
impact on our financial statements in the period of initial application, except for the revised SFRS 24 as
indicated below.
Revised SFRS 24 (Related Party Disclosures) expands the definition of a related party so that two
entities are treated as related to each other when a person (or a close member of that person’s family) or a
third party entity has control or joint control over the entity, or has significant influence over the entity. We
are currently determining the impact of the expanded definition has on the disclosure of related party
transactions. As this is a disclosure standard, it will have no impact on our financial position or financial
performance when implemented.
60

INDUSTRY OVERVIEW
This document includes market share and industry data and forecasts that we obtained from industry
publications and surveys and reports of governmental agencies. Industry publications and forecasts generally
state that the information contained therein has been obtained from sources believed to be reliable, but there
can be no assurance as to the accuracy or completeness of included information. While we have taken
reasonable actions to ensure that the information is extracted accurately and in its proper context, we have
not independently verified any of the data from third party sources or ascertained the underlying economic
assumptions relied upon therein, and none of us, the Vendor or the Underwriters make any representation as
to the accuracy or completeness of that information. Statements as to our market position are based on the
most current available market data.
Manufacturing Outsourcing Overview
Global manufacturing is beginning to show signs of recovery after falling in 2008 and 2009 due to the
global economic crisis. We expect that the anticipated growth in global manufacturing will directly benefit the
outsourcing industry in which we participate. We believe there are significant opportunities from outsourcing a
larger portion of the supply chain in the industries we serve.
Outsourcing part, or all, of the manufacturing supply chain functions is a critical component of many
companies’ business strategies worldwide. Manufacturing outsourcing involves the transfer of certain
manufacturing activities to outside suppliers who can provide flexibility and cost effectiveness and perform the
tasks consistently and reliably. Manufacturing outsourcing has emerged as a result of the large multinational
enterprises (“MNEs”) pursuing lean manufacturing strategies and avoiding high levels of vertical integration
and capital investments.
We believe that the following key trends at MNEs will affect the future of the manufacturing
outsourcing market:
large multinational companies consolidating operations in mature markets and expanding their supply
chains in emerging markets, in particular in Asia; and
multinational companies increasingly outsourcing product design, including at the component level.
The electronics manufacturing outsourcing sector was a pioneer in manufacturing outsourcing. This
sector, also known as electronic manufacturing services (“EMS”), focuses on the assembly of electronic
components for use in laptops, PCs, mobile phones and many other products.
Precision Engineering Services
Our focus is on the precision engineering manufacturing portion of the manufacturing outsourcing
market. Precision engineering services (“PES”) is a sub-segment of non-EMS manufacturing outsourcing. PES
is a more sophisticated and comprehensive form of manufacturing outsourcing covering all aspects of the
manufacturing process: product design, prototyping, mould and die-making, multiple materials, multiple
state-of-the-art precision manufacturing processes, supply chain management, assembly, packaging and
delivery.
In addition, PES are available to customers in a wide range of end industries, including electronics and
non-electronics end uses. PES companies generally maintain global or regional footprints and local and
international manufacturing certifications to allow them to compete anywhere in the world.
The following are several key end industries that use manufacturing outsourcing services. These are the
key end industries in which we compete.
Consumer Electronics
The consumer electronics industry includes the manufacturing and sale of television sets, digital video
recorders, set top boxes, audio equipment, and small and large appliances. According to Gartner, Inc.
(“Gartner”), global consumer electronics industry revenue was US$235.9 billion in 2009, representing a
14.6% decline from 2008 largely as a result of the global financial crisis. Gartner expects this market to
recover and reach US$273.1 billion in 2012, representing a 5.0% compounded annual growth rate (“CAGR”)
61

etween 2009 and 2012* (Source: Gartner, Inc. “Semiconductor Forecast Worldwide: Forecast Database”
dated September 2010. Please see “General and Statutory Information — Sources”).
Chart 1: Global Consumer Electronics Revenue
US$ Billions
300
200
100
155.5
2009 – 12 CAGR: 5.0%
276.2 263.7 273.1
235.9
254.4
129.0 140.0 146.8 155.5
120.7 106.9 114.4 116.9 117.6
0
2008A 2009A 2010F 2011F 2012F
Rest of World Non-Japan Asia
Source Gartner, Semiconductor Forecast Worldwide: Forecast Database, September 2010
The key players in the consumer electronics market are all major MNEs such as LG Electronics,
Panasonic, Samsung Electronics, Philips and Sony. Consumer electronics manufacturing outsourcers include
the EMS and Original Equipment Manufacturers† (“OEM”) majors, PES companies and others.
Mass Storage
The mass storage market comprises hard disk drives (“HDD”), emerging solid state drives (“SSD”) and
hybrid HDDs which are mostly manufactured in the Asia Pacific region. According to Gartner, approximately
558 million HDD units were shipped globally in 2009. We have noticed some softening of the HDD market in
July and August 2010. However, according to Gartner, mass storage unit shipments are expected to grow at a
15.1% CAGR from 2009 to 2012 to reach 850 million units in 2012. According to Gartner, unit shipments
from the Asia Pacific (except Japan) region is expected to grow at a higher CAGR of 15.0%, from 320 million
units in 2009 to 485 million units in 2012. As a result of the strong growth, shipments from the Asia Pacific
(except Japan) region as a percentage of global unit shipments is expected to increase from 57.3% in 2009 to
59.7% in 2012 (Source: Gartner, Inc. “Market Statistics: Market Share and Forecast, Hard-Disk Drives,
Worldwide, 2005-2014” dated 30 March 2010 and “Forecast Analysis: Hard-Disk Drives, Worldwide,
2010-2014, 3Q10 Update” dated 6 October 2010. Please see “General and Statutory Information —
Sources”).
Chart 2: Global HDD Unit Shipments
Millions
1,000
750
500
250
0
538.7
557.5
656.6
2009-12 2009-12 CAGR: CAGR: 15.1% 15.1%
761.5
849.6
2008A 2009A 2010F 2011F 2012F
Source Gartner, Market Statistics: Market Share and Forecast, Hard-Disk Drives, Worldwide, 2005-2014, March 2010 and Forecast Analysis: Hard-Disk Drives, Worldwide,
2010-2014, 3Q10 Update, 6 October 2010
The mass storage market is segmented into Mobile HDDs, Desktop HDDs and Enterprise HDDs. Mobile
HDDs are used in laptops, notebooks, personal mobile devices such as the iPad, smart phones and others.
Desktop HDDs are used in desktop computers while Enterprise HDDs are primarily used in servers and large-
* The Gartner Reports described herein (the “Gartner Reports”) represent data, research opinion or viewpoints published, as part of a
syndicated subscription service, by Gartner, Inc., and are not representations of fact. Each Gartner Report speaks as of its original
publication date (and not as of the date of this document) and the opinions expressed in the Gartner Reports are subject to change
without notice.
† Original equipment manufacturers manufacture products or components that are purchased by a company and retailed under the
purchasing company’s brand name.
62

scale storage systems. According to Gartner, shipments of Mobile HDDs, Desktop HDDs and Enterprise
HDDs represented 47.6%, 47.8% and 4.6%, respectively, of the total HDD market in 2009. According to
Gartner, the Mobile HDD segment is expected to be the fastest growing at a 23.5% CAGR from 2009 to 2012.
The Desktop HDD and Enterprise HDD segments are expected to grow at a CAGR of 2.0% and 5.5%,
respectively, during that period (Source: Gartner, Inc. “Market Statistics: Market Share and Forecast, Hard-
Disk Drives, Worldwide, 2005-2014” dated 30 March 2010. Please see “General and Statutory Information —
Sources”).
The major players in the mass storage market include Hitachi, Samsung, Seagate, Toshiba and Western
Digital.
HDDs contain electronic, mechanical and electro-mechanical components and enclosures. As a result,
both EMS and PES companies are typically involved in HDD manufacturing. A significant portion of
manufacturing of mass storage devices tends to be done by EMS providers in Asia. The OEM and EMS
providers typically will source components from PES companies that specialise in mechanical components and
enclosures.
Enterprise Servers and Network Equipment
According to Gartner, the size of the global server market in 2009 was 7.6 million unit shipments.
Market demand continues to improve around the world as the global economy recovers from the financial
crisis. According to Gartner, worldwide server shipments are expected to grow at a 9.5% CAGR from 2009 to
2012. The Asia Pacific (except Japan) region is expected to grow in line with the wider industry, at a CAGR
of 9.1% over the same period. The Asia Pacific (except Japan) region as a percentage of global unit shipments
is therefore expected to remain relatively constant at approximately 18.0% (Source: Gartner, Inc. “Market
Statistics: Worldwide Server Forecast, 2002-2015 (Pivot Table)” dated June 2010. Please see “General and
Statutory Information — Sources”).
Chart 3: Global Server Unit Shipments
Millions
12
8
4
0
9.1 8.8 9.4 9.9
7.6
7.6
1.5 1.4
1.6 1.7 1.8
2008A
Non-Japan Asia
2009A
Rest of World
6.2 7.3
2010F
Source Gartner, Market Statistics: Worldwide Server Forecast, 2002-2015 (Pivot Table), June 2010
2009 – 12 CAGR: 9.5%
Our enterprise server industry segment also includes enterprise networking equipment. The enterprise
networking equipment industry includes application acceleration equipment, enterprise ethernet switches,
WAN edge equipment, wireless LAN networking, IPS equipment, and SSL VPN equipment segments.
According to Gartner, the worldwide enterprise network equipment industry is expected to grow at a CAGR of
8.9% from 2009 to 2012, while the Asia Pacific (except Japan) region is expected to grow at a CAGR of
12.0% from 2009 to 2012. Accordingly, the Asia Pacific (except Japan) region’s contribution to global
enterprise network equipment revenue is expected to grow from 14.3% in 2009 to 15.6% in 2012 (Source:
Gartner, Inc. “Forecast: Enterprise Network Equipment, Worldwide, 2007-2014, 3Q10 Update” dated
September 2010. Please see “General and Statutory Information — Sources”).
63
7.7
2011F
8.1
2012F

Chart 4: Global End-User Spending on Enterprise Network Equipment
US$ Billions
40
20
0
35.4 34.5
30.0
30.7
4.7 4.3
5.1 5.6 6.0
2008A
Non-Japan Asia
25.7
2009A
Rest of World
2010F
2009 – 12 CAGR: 8.9%
36.8
29.431.2
Source Gartner, Forecast: Enterprise Network Equipment, Worldwide, 2007-2014, 3Q10 Update, September 2010
The key players in the server market are Dell, Fujitsu, Hewlett-Packard, IBM and Oracle. Enterprise
server companies often depend on the major EMS/Original design manufacturer (“ODM”) providers for most
of their manufacturing needs as well as on other manufacturers for sources of mechanical and other
assemblies.
We believe that key success factors for a manufacturer in this sector include possessing a full range of
manufacturing capabilities and close working relationships with the enterprise server OEMs.
Automotive
Growth in the global automotive industry is expected to be driven predominantly by the Asia Pacific
region, and in particular China and India. According to Business Monitor International (“BMI”), China’s
automotive production is expected to grow at a CAGR of 12.1% from 2009 to 2012. Similarly, India’s
automotive production is expected to grow at a CAGR of 12.2% from 2009 to 2012. On the other hand,
growth in mature markets, such as in Japan, the United States and Western Europe, is expected to be relatively
lower. BMI expects automobile production to grow at 3.6% CAGR in Japan, 2.6% CAGR in the United States
and 4.3% CAGR in Western Europe* from 2009 to 2012 (Source: Business Monitor International as at
22 September 2010. Please see “General and Statutory Information — Sources”).
Chart 5: China Vehicle
Chart 6: India Vehicle
Unit Production
Unit Production
25
20
15
10
Millions
5
0
9.3
2008A
13.8
2009A
2009 – 12 CAGR: 12.1%
15.5
2010F
17.3
2011F
Source Business Monitor International, 22 September 2010
Chart 7: Japan Vehicle
Unit Production
Millions
15
10
5
0
11.6
2009 – 12 CAGR: 3.6%
7.5 7.8 8.1
8.4
2008A 2009A 2010F 2011F 2012F
Source Business Monitor International, 22 September 2010
19.4
2012F
Millions
5
4
3
2
1
0
2.3
2008A
Chart 8: United States Vehicle
Unit Production
Millions
15
10
5
0
2009 – 12 CAGR: 2.6%
5.7 5.9 6.0
2008A 2009A 2010F 2011F 2012F
* Western Europe includes Italy, Germany, France, Spain and United Kingdom.
8.6
64
6.2
2.9
2009A
2011F
2009 – 12 CAGR: 12.2%
3.2
2010F
3.6
2011F
38.7
32.7
2012F
4.1
2012F
Chart 9: Western Europe (*)
Vehicle Unit Production
Millions
15
10
5
0
13.8
2009 – 12 CAGR: 4.3%
11.4
12.0
12.5
12.9
2008A 2009A 2010F 2011F 2012F

Trends in car ownership penetration and trade exports further emphasise the importance of the China and
India markets to the global automotive sector. Both countries currently have low levels of car ownership
penetration relative to their population size. According to BMI, car ownership penetration is expected to
increase from 1.9% in 2009 to 3.5% in 2012 in China and from 6.7% in 2009 to 9.1% in 2012 in India. China
and India are also key markets in Asia for automotive trade exports. BMI expects trade exports to increase
from approximately 0.4 million units to 1.0 million units in China from 2009 to 2012, representing a 38.0%
CAGR. Similarly, BMI expects trade exports from India to grow from approximately 1.8 million units to
2.7 million units from 2009 to 2012, representing a 14.1% CAGR (Source: Business Monitor International as
at 22 September 2010. Please see “General and Statutory Information — Sources”).
The global automotive supply chain includes OEMs that outsource part of their manufacturing to “tier 1”
suppliers such as Delphi, Faurecia, Magna, Robert Bosch and Visteon. These suppliers further outsource
certain activities to other suppliers such as ourselves. Both “tier 1” and “tier 2” suppliers typically must go
through a stringent process to qualify as a supplier for each component that they manufacture.
We believe that the following trends are emerging in, and will affect, the automotive manufacturing
industry:
the industry’s center of gravity is moving to the Asia Pacific region, and specifically to China, partly
as a result of the stimulus package that the Chinese government introduced during the global financial
crisis to support domestic demand;
the application of global platform strategies by OEMs, including common engineering standards,
designs and tolerances, is likely to require fewer but more capable suppliers with a global
presence; and
the increasing trend from component outsourcing to system/subsystem outsourcing is likely to support
a trend toward fewer but more capable suppliers.
We believe that these trends will favour suppliers with a full range of technical capabilities, suppliers
with footprints in emerging markets, and in particular, the Asia Pacific region, and those with strong
relationships with “tier 1” suppliers.
Imaging and Printing
The imaging and printing market includes digital cameras, printers, as well as photocopiers and office
automation equipment, which are larger, more complex and more expensive than consumer printers. The
imaging and printing industry has not been immune to the effects of the global financial crisis.
According to Gartner, shipments of worldwide combined printer, copier and multifunction products
(excluding digital cameras) shipments totalled 113 million units in 2009, a 13.7% decline from 2008.
According to Gartner, the industry is expected to grow at a 3.8% CAGR from 2009 to 2012, to 126 million
units in 2012. Unit shipments from the Asia Pacific (except Japan) region are expected to grow at a 9.3%
CAGR, from 24 million units in 2009 to 32 million units in 2012. As a result of the strong growth, shipments
from the Asia Pacific (except Japan) region as a percentage of global unit shipments is expected to increase
from 21.7% in 2009 to 25.4% in 2012, according to Gartner (Source: Gartner, Inc. “Forecast: Printers,
Copiers and MFPs, Worldwide, 2005-2014, 2Q10 Update” dated 14 July 2010. Please see “General and
Statutory Information — Sources”).
Chart 10: Global Printer Unit Shipments
Millions
150
100
50
0
130.6
104.2
112.7
26.4 24.5
28.3 30.6 32.0
2008A
Non-Japan Asia
88.2
2009A
Rest of World
90.3
2010F
2009 – 12 CAGR: 3.8%
Source Gartner, Forecast: Printers, Copiers and MFPs, Worldwide, 2005-2014, 2Q10 Update, 14 July 2010
65
118.6 123.0 126.0
92.3
2011F
94.1
2012F

Key players in the imaging and printing market include Brother, Canon, Epson, Hewlett-Packard, Kodak,
Lexmark and Xerox.
Outsourcing is common in this market and a major portion of manufacturing takes place in the Asia
Pacific region.
Competition
Companies competing with us are mainly headquartered in the Asia Pacific region, maintain multicountry
or global manufacturing footprints and provide a full spectrum of manufacturing services in the
electronics and non-electronics end use markets. The industry is fragmented and also competes with the inhouse
capabilities of customers and potential customers.
Below is a selection of Asia-based players in the manufacturing outsourcing market (excluding Amtek
Engineering Ltd) and the respective industries served:
Selected Companies Industries Served
Precision Engineering Services
Catcher Technology Hard disk drive and telecommunication
EVA Precision Industrial Office automation, home appliances, handle and DVD components
for automobiles
Hi-P International Consumer electronics, telecommunications and computing
JCY International Berhad Hard disk drives
Jentech Precision Industrial Medical, consumer electronics, semiconductor, automotive,
appliance and micro electronic
MMI Mass storage, aerospace, industrial equipment
Unisteel Technology Mass storage, automotive, industrial automation, consumer
electronics and mobile applications
Electronic Manufacturing Services
BYD Electronic Communications equipment
Delta Electronic Power supplies, visual display products, networking components,
industrial automation and renewable energy
Hon Hai/FoxConn Group Handsets and wireless communications equipment
Lite-On Technology Imaging products, enclosures, power supplies and LEDs
Venture Corp. Consumer electronics, medical, communications, computer
peripherals, data storage, imaging and printing
(Source: Company websites. Please see “General and Statutory Information — Sources”.)
Key Factors for Success
We believe OEM requirements for manufacturing outsourcing, including precision engineering services,
are expected to evolve as a result of a number of factors, including a continued shift in demand and
production to the Asia Pacific region, pressures on the labour market, increases in costs of materials and
global standardised manufacturing. This trend was observed in consumer electronics and, we believe, is
spreading to other sectors such as automotive and other industrial applications.
We believe that suppliers that have a broad range of end-to-end manufacturing capabilities (including
value-added services such as design), possess a global manufacturing footprint, display high levels of
manufacturing productivity and have close OEM relationships are best-positioned to gain from the growing
requirements for supply chain outsourcing.
66

OUR CORPORATE STRUCTURE AND HISTORY
History and Development
We commenced providing our services in 1970 as Metaltek Engineering Pte Ltd. On 22 October 1980,
the Company was incorporated in Singapore under the Companies Act (Chapter 50) of Singapore as
Amtek Engineering Pte Ltd. On 12 August 1987, the Company was listed on the Second Board (SESDAQ) of
the Stock Exchange of Singapore (SES) as Amtek Engineering Ltd and on 5 November 1990 was upgraded to
the Main Board of the SES (now the SGX-ST). In 2007, a consortium, including affiliates of our Controlling
Shareholders, Standard Chartered Private Equity Limited and Metcomp Group Holdings, and the Company’s
current management, acting through an acquisition vehicle, purchased the 50.74% of the Company that they
did not already own in a mandatory cash takeover offer. Following the acquisition, Daniel Yeong Bou Wai
took over as the Company’s CEO and Sheila Ng Won Lein took over as CFO. The Company was
subsequently de-listed from the SGX-ST on 31 August 2007 after the consortium acquired 100.0% of the
Company.
The Company’s core expertise is in manufacturing highly complex precision metal, plastic and rubber
components, supported by comprehensive tool and die and mould making capabilities. It has evolved and
expanded to provide an end-to-end manufacturing service offering encompassing design, prototyping, tool and
die and mould making, precision metal stamping, plastic and rubber moulding, machining, welding, finishing,
electro-mechanical and product assembly and testing.
Corporate Structure
The Company has 35 subsidiaries and an associated company. The details of each subsidiary and
associated company as of the date of this document are as follows:
Name
Subsidiaries
Huizhou Amtek
Technology Ltd.
PT Amtek Precision
Components Batam
Amtek (Huizhou)
Industries Ltd.
Amtek Precision
Technology Pte.
Ltd.
Amtek Precision
Engineering
(Shanghai) Co.,
Ltd.
Amtek Metalforming
(Shanghai) Co.,
Ltd.
Amtek (Suzhou)
Precision
Engineering Co.,
Ltd.
AE Technology Sdn.
Bhd.
PT Amtek
Engineering Batam
Date and Country of
Incorporation/ Establishment Principal Business Activities Principal Place of Business
3 December 1999
PRC
14 December 2004
The Republic of
Indonesia
21 October 1993
PRC
4 December 2007
Republic of Singapore
26 December 1996
PRC
17 June 2004
PRC
22 December 1995
PRC
11 March 1989
The Federation of
Malaysia
30 March 2000
The Republic of
Indonesia
Manufacture of
precision metal parts
and toolings
Manufacture of high
precision metal parts
Manufacture of
precision metal parts
and toolings
Manufacture of
precision metal parts
and toolings
Trading of precision
metal parts
Manufacture of
precision metal parts
and toolings
Manufacture of
precision metal parts
and toolings
Manufacture of
precision metal parts
and toolings
Manufacture of
precision metal parts
67
Effective Percentage of
Ownership Held by the Group
PRC 92.5% (through Amtek
Technology Pte Ltd and
Amtek (Huizhou)
Industries Ltd.)
Indonesia 100.0% (through Amtek
Technology Pte Ltd)
PRC 75.0%
Singapore 100.0%
PRC 100.0%
PRC 100.0%
PRC 100.0%
Malaysia 100.0%
Indonesia 100.0%

Name
Amtek Precision
Engineering Czech
Republic s.r.o.
Amtek Technology
Pte Ltd
Amtek Technology
(H.K.) Limited
Amlab Services Pte.
Ltd.
Amtek Huizhou
(H.K.) Industries
Limited
PT Amtek
Engineering Jakarta
Amtek Europe
Development
Amtek Precision
Engineering France
Amtek Precision
Technology (India)
Private Limited
Amtek Precision
Technology (Hanoi)
Co Ltd
Amtek (USA)
Enterprises Inc
Lian Jun Industrial Pte
Ltd
PT Amtek Plastic
Batam
Lian Jun Industrial
(H.K.) Limited
Lian Jun (Shenzhen)
Technology Ltd.
Date and Country of
Incorporation/ Establishment Principal Business Activities Principal Place of Business
10 November 2000
Czech Republic
17 November 1979
Republic of Singapore
20 December 1999
Hong Kong Special
Administrative Region
of the PRC
8 October 2004
Republic of Singapore
27 July 1995
Hong Kong Special
Administrative Region
of the PRC
26 November 1996
The Republic of
Indonesia
23 August 2000
France
24 August 2000
France
2 March 2007
India
6 March 2008
Management Board of
Vietnam
27 April 1999
The United States of
America
15 July 1982
Republic of Singapore
19 September 2003
The Republic of
Indonesia
26 April 2000
Hong Kong Special
Administrative Region
of the PRC
28 February 2003
PRC
AE Rubber Sdn. Bhd. 17 October 1991
The Federation of
Malaysia
Amtek International
Pte Ltd
Amtek (Zhongshan)
Industries Ltd
23 December 1993
Republic of Singapore
28 April 2006
PRC
Manufacture of
precision metal parts
Effective Percentage of
Ownership Held by the Group
Czech Republic 100.0% (through Amtek
Europe Development)
Investment Holding Singapore 100.0%
Trading of precision
metal parts and toolings
Provision of
environmental, chemical
and microcontamination
analysis
services and equipment
calibration
Trading of precision
metal stamping parts
and toolings
Manufacture of
precision metal parts
Hong Kong 92.5% (through Amtek
Technology Pte Ltd and
Amtek Huizhou (H.K.)
Industries Limited)
Singapore 100.0% (through Amtek
Technology Pte Ltd)
Hong Kong 75.0%
Indonesia 100.0%
Investment holding France 100.0%
Manufacture of
precision metal parts
Provision of design
services
Manufacture of
precision metal parts
Provision of customer
service
Manufacture of plastic
components
Manufacture of
precision plastics
injection moulding
products
Manufacture of
precision plastic
injection moulded parts
Manufacture of
precision mould and
plastic parts
Manufacture of
precision rubber
components
France 100.0% (through Amtek
Europe Development)
India 100.0%
Vietnam 100.0%
United States of
America
100.0%
Singapore 55.0%
Indonesia 55.0% (through Lian
Jun Industrial Pte Ltd)
Hong Kong 55.0% (through Lian
Jun Industrial Pte Ltd)
PRC 55.0% (through Lian
Jun Industrial (H.K.)
Limited)
Malaysia 66.3%
Investment holding Singapore 100.0%
Dormant PRC 75.0% (through Amtek
Huizhou (H.K.)
Industries Limited
68

Name
AE Components Sdn.
Bhd.
Date and Country of
Incorporation/ Establishment Principal Business Activities Principal Place of Business
11 June 1980
The Federation of
Malaysia
Amtek Hungary ZRT 16 June 1997
Hungary
Amtek Poland
Sp.Z.o.o
Amtek Industries Pte
Ltd
Amtek Investments
Pte Ltd
AE Polymer Sdn.
Bhd.
Rising Effort Sdn.
Bhd.
Lian Jun Plastic
Technology Pte Ltd
Associated
Companies
Cheval Electronic
Enclosures Co., Ltd
21 May 2007
Poland
15 August 2001
Republic of Singapore
27 July 1989
Republic of Singapore
23 June 2003
The Federation of
Malaysia
12 January 2005
The Federation of
Malaysia
8 July 1989
Republic of Singapore
11 March 1987
Thailand
Dormant Malaysia 100.0%
Effective Percentage of
Ownership Held by the Group
Dormant Hungary 100.0% (through Amtek
Europe Development)
In the process of
voluntary liquidation
Poland 100.0% (through Amtek
Europe Development)
Dormant Singapore 100.0%
Investment holding Singapore 100.0%
Manufacture of rubber
compounding materials
and other related
products
Malaysia 66.3% (through AE
Rubber Sdn. Bhd.)
Dormant Malaysia 66.3% (through AE
Rubber Sdn. Bhd.)
Dormant Singapore 55.0% (through Lian
Jun Industrial Pte Ltd)
Manufacture of standard
and customised I.T.
racks
Thailand 50.0%
Awards and Accolades
We have received numerous awards and accolades from some of our top customers, including “Best
Overall Supplier”, “Best Task Force”, “Excellent Supplier”, “Green Partner Certification”, “Best Cost
Efficiency”, “Quality Award” and “Supplier Award”. In addition, our subsidiary, Amtek Precision Engineering
(Shanghai) Co., Ltd., was awarded “Best Supplier 2009” and “Autoliv Global Corporate Standard 2” by
Autoliv China in January 2010.
69

BUSINESS
Overview
We provide our customers with end-to-end design and manufacturing solutions for precision
components, casings and enclosures. We believe our experience, expertise, capabilities and the strategic
locations of our facilities allow us to capitalise on the increasing trend in our customers’ industries to
outsource, part or all, of their manufacturing supply chain functions.
Our core expertise is in the manufacturing of highly complex precision metal, plastic and rubber
components, supported by comprehensive tool and die and mould making capabilities. We have leveraged our
core expertise and expanded our capabilities to offer an end-to-end manufacturing service offering
encompassing design, prototyping, tool and die and mould making, precision metal stamping, plastic and
rubber moulding, machining, welding, finishing, electro-mechanical and product assembly and testing.
We work closely with our customers not only during the manufacturing, but also during the important
product design, development and engineering stages. We believe this allows us to help our customers improve
the quality and cost effectiveness of their products, as well as increase our penetration into our customers’
manufacturing supply chains. A list of the key products that we manufacture can be found in “— Customers”.
Over our 40-year history, we have built long-term, strategic relationships with our customers. Our diversified
customer base consists of over 100 companies spread across a wide range of industry sectors including servers and
networking equipment, mass storage, consumer electronics, automotive, electrical and electronic components, and
imaging and printing. Our customers include major multinational companies such as Autoliv, Canon, Dell,
Faurecia, Hewlett-Packard, Hitachi, Juniper, Konica Minolta, Legrand, Philips, Schneider, Shin-Etsu, Sony and
ThyssenKrupp.
We serve many of these multinational companies across multiple geographic locations through our
principal facilities in the PRC, Southeast Asia and Europe. We believe the strategic locations of these facilities
allow us to tailor solutions globally to meet our customers’ manufacturing supply chain needs and give us
flexibility to meet their procurement needs.
Our revenue for the fiscal year ended 30 June 2010 was US$638.0 million and our EBIT* for the fiscal
year ended 30 June 2010 was US$60.2 million.
Our Strategic Repositioning
In June 2007, a group, including affiliates of our Controlling Shareholders, Standard Chartered Private
Equity Limited and Metcomp Group Holdings, and our current management, commenced its acquisition of the
Company. The Acquisition was completed in August 2007.
Following the Acquisition, our current management was put in place and they implemented a number of
operational, strategic and organisational changes. We believe these actions helped us mitigate the impact of the
global economic crisis on our operations and paved the way for stronger financial performance in the future.
Our EBIT* margins increased from 6.5% in fiscal year 2009 to 9.4% in fiscal year 2010.
Below are the key changes implemented as part of our operational, strategic and organisational
repositioning:
Expansion of our capabilities.
From offering primarily metal stamping services, we have expanded our capabilities to offer end-to-end
solutions by increasingly providing services such as industrial design at the early stages of development of our
customers’ products. We have also improved our capabilities such as the ability to integrate plastic and rubber
parts into metal components as well as to manufacture complex mechanical modules, including progressive
cold forging and 3D forming, and added finishing services that include, amongst others, electroless nickel
plating and robotic laser welding.
* For a reconciliation of EBIT to our profit/(loss) for the year, please see “Summary Consolidated Financial Information and Other
Data”.
70

Focus on cross-selling services.
In addition to marketing our services to new clients, we have increasingly focused on cross-selling
additional services to existing clients, with the objective of deepening the penetration of our existing accounts,
enhancing customer loyalty, and becoming an integral part of our clients’ manufacturing supply chains.
Streamlined organisation to offer one-stop manufacturing solutions.
We have implemented organisational changes and streamlined our reporting structures to implement a
matrix structure. We believe our move from a hierarchical to a matrix structure allows for clearer
accountability, and better lines of communication and coordination between our global facilities and offices.
Additionally, in fiscal year 2008, we acquired the non-controlling interests in two subsidiaries in the precision
engineering segment, which were held by two management shareholders, in order to remove informational
silos and conflicts of interest as well as facilitate our reorganisation.
Before this reorganisation, a customer with multiple service and product requirements potentially had to
work with different points of contact within or outside our organisation. Since we moved to our current
“campus” approach, whereby the reporting lines of our design and end-to-end manufacturing functions have
been integrated, customers now have a single point of contact for multiple services and solutions. We believe
this “campus” approach enables us to be more responsive to our clients’ demands and address their
manufacturing requirements holistically and seamlessly by tapping into our end-to-end capabilities and global
network of manufacturing facilities and offices.
Increased presence in growing Asian markets and industry sectors.
We believe that the Asian markets will be a key driver of growth for us in the future. Accordingly, we
have substantially increased our focus and service offering in the region and aligned our manufacturing
footprint with this focus, including through the addition of a new manufacturing facility in Vietnam in fiscal
year 2009 and the planned expansion of our facility in Shanghai. As a result, the proportion of our revenues
from our facilities in Asia grew from 78.6% in fiscal year 2008 to 88.7% in fiscal year 2010.
We have also increased our focus on industry sectors that present attractive growth prospects and that we
expect will drive our growth going forward. For example, we have grown our automotive industry sector from
8.8% of revenues in fiscal year 2008 to 12.4% of revenues in fiscal year 2010.
Optimisation of our manufacturing footprint.
Since fiscal year 2009, we have consolidated and rationalised our manufacturing footprint by closing
down three facilities in Poland, Hungary and Zhongshan, PRC that were dependent on either a single customer
or a single industry sector. As part of this consolidation, we reallocated our capabilities and resources,
increased coordination among our facilities and broadened our customer bases at our other facilities. The
consolidation of our manufacturing footprint was accelerated by the recent economic downturn and is expected
to continue with the proposed closure of our plant in Jakarta, Indonesia in fiscal year 2011.
Enhanced operational and financial flexibility and discipline.
We have improved our operating flexibility with a shift to a greater portion of contract labour versus
permanent labour from 66.4% of our employees being contract employees as of 30 June 2008 to 73.8% as of
30 June 2010. For our executives across the organisation, we have also moved towards a compensation
structure that places greater emphasis on variable compensation.
We have also taken steps to improve our financial flexibility and discipline. Since the Acquisition, we
have reduced our overheads and improved our working capital management by minimising our inventory
levels without compromising our commitment to our customers. This was supported by the global
implementation of our enterprise resource planning system which commenced in fiscal year 2009 and the
adoption of a bottom-up budgeting approach that improved the quality and speed of the financial information
we retrieve for use in decision making and budgeting. We have also focused on disciplined capital expenditure
investments, ensuring that we only invest in areas that we believe will have appropriate returns on capital.
71

Our Strengths
We believe we are well positioned to benefit from the increasing trend towards outsourcing all or part of the
manufacturing supply chain functions in the end markets in which we operate or target due to our following key
strengths:
We possess a wide range of capabilities enabling us to provide end-to-end manufacturing solutions to our
customers.
Over time and in particular since the Acquisition, we have expanded our offerings to provide a full
range of design and manufacturing solutions to our customers, including product design, engineering,
manufacturing, finishing and sub-assembly. We believe our commitment to work closely with our customers
from the early stages of design and product development to engineering and manufacturing, enables us to
understand our customers and their requirements better and provide value-added services through each stage of
our customers’ manufacturing process. In particular, we believe our extensive mechanical design expertise
complemented by our recent experience in electronics design has helped some of our clients improve the
quality and cost effectiveness of their products and manufacturing processes. Over the years, we believe that
we have become an integral part of many of our customers’ manufacturing supply chains, offering not only
product manufacturing, but also innovations and solutions that help our customers meet their needs. We
believe our complete suite of capabilities creates opportunities for us to cross-sell additional products and
services through the manufacturing value chain by providing integrated solutions, enhance our involvement
with customers, strengthen our customer relationships and grow our business and increase our profitability.
Industrial and
Product Design
Prototyping
Tool and Die
and Mould
Making
Plastic and
Rubber
Moulding (1)
Precision
Metal and/or
Stamping (1)
(1) Independent processes rather than in a particular order within the supply chain.
Machining
Welding and
Finishing
Electro-
Mechanical
and Product
Assembly
We offer a comprehensive range of processes for complex precision metal manufacturing.
We provide our customers with a full range of complex precision metal manufacturing processes, including
precision stamping, progressive cold forging and laser welding which we believe are more cost-efficient and
provide a higher degree of precision and quality than other manufacturing processes. Examples of products
manufactured with such processes include VCM plates for hard disk drives, pinion gears for seat belts and laser
welded steering column modules for cars. We are also able to integrate materials such as plastic and rubber in
our manufacturing processes, which allows us to provide our customers with a more comprehensive product
offering and eliminates the need for them to source from separate metal and plastic/rubber manufacturers. We
believe our capabilities provide us with a competitive advantage with our existing and prospective customers
who increasingly seek to outsource complex manufacturing parts including metal and plastic combinations and
processes to reliable commercial partners.
We have a diversified and loyal customer base across a variety of industries.
Our customers are active in a variety of industries including automotive, consumer electronics, electrical
and electronic components, imaging and printing, mass storage and servers and networking equipment. For
fiscal year 2010, our largest industry sector, casings and enclosures, accounted for 27.7% of our revenues and
our largest customer accounted for 12.1% of our revenues. In addition, we have developed long-term
relationships with many major multinational companies. Based on revenue generated during fiscal year 2010,
five of our top 30 customers have been with us for more than 30 years, 21 of our top 30 customers have been
with us for between five to 30 years and four of our top 30 customers have been with us for less than five
years. Our breadth of industry coverage means our addressable market is large and, together with our strong
relationships with our customers, we believe this provides opportunities to expand our cross-selling efforts and
72

helps mitigate specific downturns in any one industry and any potential adverse conditions in an economic
downturn.
Breakdown of Top 30 Customers by Length Fiscal Year 2010 Revenue by Industry Sectors
of Relationship in Fiscal Year 2010
4
21
< 5 years 5 - 30 years > 30 years
5
Electrical and
Electronic
Components
9.3%
Automotive
12.4%
Imaging and
Printing
6.7%
Consumer
Electronics
15.7%
Others
8.3%
Casings and
Enclosures
27.7%
Mass Storage
19.9%
Our global network allows us to serve our customers in the various locations in which they operate.
Our operations include manufacturing facilities in eight countries across Asia and Europe that are
globally-coordinated and offer customers the flexibility to choose from different manufacturing locations. Our
facilities are often located in close proximity to our customers’ facilities or strategic distribution centres,
which, among other benefits, shortens time to market and reduces transportation costs for our customers. Most
of our manufacturing facilities have adopted a mirror concept, which aims for each facility to have the
capability to seamlessly manufacture products from a different facility. We believe our multiple locations
increase our scalability as we can transfer products across plants and manufacture simultaneously in different
locations using replicates of the tool and dies. Since many of our customers are multinational companies, we
believe our global capabilities allow us to meet their outsourcing needs across various geographic locations.
As at 30 June 2010, 20 of our top 30 customers (based on revenues generated during fiscal year 2010) are
working or have worked with us in two or more countries.
USA
Czech Republic
France
(1) The Thailand plant is owned and operated by an associate company.
India
Manufacturing facilities
Thailand
Malaysia
Sales and / or Technical offices
(1)
China Japan
Indonesia
Hong Kong
Vietnam
Singapore
We have a strong and experienced management team.
We benefit from a strong management team with extensive experience in design, precision engineering
and manufacturing. Several members of our senior management have strong track records in optimising
73

operations, executing strategic changes and creating shareholder value, and also have experience in managing
publicly listed companies with international operations. Since the Acquisition our management team has
effected a number of operational, strategic and organisational changes that have helped strengthen our
competitive positioning and financial performance.
Our Strategy
Our goal is to leverage our strengths to maintain and build on our existing customer relationships as well
as to cultivate new customer relationships and thereby continue to position ourselves as a leading provider of
end-to-end manufacturing solutions. We intend to utilise the following strategies to achieve our goal:
Expand our offerings to be the manufacturer of choice for our clients.
We constantly seek new technologies and processes to improve our manufacturing capabilities. We
believe that our expertise and ability to design and manufacture complex parts, modules, and end-to-end
solutions will help us maintain and strengthen our competitive advantage, increase our customer loyalty and
allow us to retain and enhance our position as the manufacturer of choice with our clients. We expect to
continue to expand our offerings through continuous efforts to improve our capabilities and processes, the
implementation of new technologies and potential acquisitions.
Leverage our offerings and relationships to cross-sell additional solutions to existing customers.
As we expand our capabilities, we intend to continue to leverage our existing customer relationships to
generate additional revenues by offering complementary services and solutions, by engaging our customers
globally and by cross-selling additional services across our customers’ other industry sectors. We seek to
implement our strategy with a continued focus on sales and marketing and by providing integrated solutions to
customers and adding new services to our existing network of globally-coordinated manufacturing facilities.
We intend to do this while maintaining the diversity of our customers and end markets.
Increase the number of customers using our end-to-end solutions.
We aim to grow our customer base using our end-to-end solutions by offering our value-added services
such as design and product development and by increasing our marketing efforts to acquire new customers.
We believe end-to-end solutions give us more control over the manufacturing process and facilitates our early
involvement, which allows us to better understand our customers’ needs and deliver more customised solutions
leading to a more cost-efficient and higher-quality product. We believe our ability to deliver greater valueadded
services helps us strengthen our customer relationships and increase customer loyalty, which we expect
will have a positive impact on our margins and profitability.
Enhance customer and end markets diversity by developing new offerings and expanding into new industries.
We have a diverse set of customers that operate in a wide variety of industries and we are able to develop
tailored solutions for specific industries. Over the past three years, we have expanded our solutions to customers
in end markets such as automotive and personal healthcare and we intend to continue expanding customer and
end market diversity. We aim to further increase our customer base and develop solutions for other end markets
where the outsourcing of manufacturing has been more limited, such as medical equipment and renewable
energy, by leveraging our existing capabilities or through acquisitions, if opportunities arise. We believe industry
diversification will allow us to further diversify our revenue sources, and create more opportunities to cross-sell
our value-added design and engineering solutions and in turn broaden our expertise.
74

Our Solutions
We provide a complete range of end-to-end manufacturing solution to our customers, enabling them to
outsource to us all or parts of their manufacturing supply chain functions. Our core offerings consist of
prototyping, tool and die and mould making, precision metal stamping, plastic and rubber moulding,
machining, welding, finishing, electro-mechanical and product assembly. Since 2008, we have also offered
industrial design services to complement our core manufacturing services. The chart below illustrates our
complete suite of services:
Industrial and Product Design
Prototyping
Tool and Die and Mould Making
Precision Metal Stamping Plastic and Rubber Moulding
Machining, Welding and Finishing
Electro-Mechanical and Product Assembly
Delivery/Shipping
Industrial and Product Design
As part of our end-to-end offering, we provide industrial and product design services for components
and systems to several of our customers. However, we do not provide these services on a stand-alone basis.
Our design engineers first work closely with our customers to understand their desired specifications and
marketing and manufacturing requirements, and then either work from a prototype or create an original
design. We believe that our early involvement in the design process enables us to help customers minimise
cost, ensure on-time delivery and optimise functionality and quality.
We primarily use the design to cost approach in our original design manufacturing design process.
“Design to cost” allows us to design products with certain specifications at a set cost. To meet the customer’s
requirements for product specifications and cost, we conduct preliminary design activities concurrently with an
estimate on cost before proceeding with more detailed production plans. Once we develop a design that
achieves the customer’s cost and product specifications, we refine the design to the prototype stage, before
further developing the process through to the manufacturing stage.
There are three distinct stages in original design manufacturing:
At the pre-concept and concept stage, we identify customer requirements and create 3-D prototypes
and mock-ups to solidify the final concept, including a simulation of functionality.
At the design operation stage, we address electrical, mechanical, assembly, packaging and cost
efficiency issues. Potential issues include the selection of materials and components and testing of
prototypes to confirm their ability to meet the customer’s requirements.
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We incorporate design for manufacturing and quality validation checks into our design cycle, which
also addresses problems that can arise when a product is being manufactured, including optimising the
manufacturing processes for efficiency and practicability. This helps to shorten the product design
cycle and to improve product quality and reliability.
Our design function uses a variety of specialised software, including 3D CAD (computer aided design)
for each element of the design process. We also use other procedures such as finite element analysis (a
computer aided virtual simulation technology that uses mathematical models to help predict the performance
of a design (virtual product) under stipulated conditions), engineering simulation, tolerance analysis and ISO
quality documentation and procedures to offer greater efficiency through the development process from
concept to production. We believe using these tools and methods during the product design process allows us
to simulate and detect potential problems before proceeding with production. Additionally, this technology is
supported by our extensive database, which includes physical and mechanical properties of numerous metals
based on actual observations of the manufacturing process.
Our design services are currently used by key customers in the United States, Europe, Singapore and
other parts of Asia. Most of these customers are long-term customers for whom we have been manufacturing
complex precision metal components for many years. We have designed products for customers in the
automotive, computer and computer peripheral, consumer electronics, industrial products, mass storage and
medical industries. Products for which our design capabilities have been used include an electric toothbrush,
an all-in-one ironing system, networking and server enclosures and LCD stands.
Prototyping
We produce prototypes for product design verification and early market research. We seek to provide
quick turnaround, flexibility in making changes and low up-front costs.
We use advanced machines for prototyping, including:
computerised numerical controlled (CNC) laser cutting and turret punching presses with a
comprehensive range of standard tools and dies to punch, form and bend sheet metal; and
CNC press brake machines to bend sheet metal in various angles and multiple bends.
We also have soft-tool capabilities for manufacturing plastic parts and secondary options such as staking,
welding, spin forming and tapping. These services are provided from our facilities in Singapore, Thailand,
Malaysia and the PRC.
Tool and die and mould making
To support our offering, we build:
tools and dies, which are assemblies of specially designed and machined steel plates, tool parts and
components used to mass produce customised metal parts on a press machine; and
moulds, which are assemblies of specially designed and machined metal cores, cavities and other
mould parts and components used to mass produce customised plastic and rubber parts on a moulding
machine.
Die and mould making is a necessary first step in the manufacturing process and we believe our
capabilities give us an edge in our component operations by enabling greater control of the manufacturing
process. We have the capacity to make over 1,000 dies and moulds annually. Our expertise in manufacturing
metal components and in-depth understanding of mechanical properties and characteristics of various types of
metal gives us an advantage in die and mould making.
Our integrated 3D CAD/CAM die design/manufacture system, coupled with our research and
development experience on metalforming characteristics through the use of FEA (finite element analysis)
simulation software, enables us to better service our customers in the form of shorter lead-time, less material
waste and fewer costly debugging.
After the design phase, we use a variety of CNC machines which includes high-speed machining and
wire-cut EDM (electrical discharge machining) to create precision die and mould parts out of hardened steels.
Our metal stamping dies can often last up to four million strokes with regular servicing and maintenance.
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We have strategically positioned our tool rooms across our network of facilities and we are in the
process of consolidating our metal and plastic tool rooms into regional technical competency centres to better
utilise our talents and resources.
Precision metal stamping
The largest segment of our business is precision metal stamping. Metal stamping involves creating a
multi-dimensional shape out of a metal sheet by cutting, bending or forming the metal with a die in a press
machine. We have adopted a variety of innovations allowing us to produce intricate parts that can maintain a
high degree of rigidity and stability while minimising waste in operations.
We offer a wide range of metal stamping processes which can be applied individually or as
combinations of processes. These include:
Process Description Key Benefits
Precision Progressive Cold
Forge Stamping
Horizontal and Vertical Cold
Forming
Creates customised metal parts by
subjecting the raw metal strip
through a series of high-deformation
cold forging processes, with each
station modifying the shape and
geometry from the preceding stations
to achieve the final parts at the
output end of the die.
The forming of metal billets by
horizontal or vertical motion.
Progressive Stamping Creates customised metal parts by
progressively advancing the coil strip
metal in tandem with press stroke
through specially designed dies that
will produce a component with each
preceding stroke.
Multi-slide Forming Uses machines that employ a
combination of sliding mechanisms
to create three-dimensional parts
from metal coils or strips.
Capable of producing intricate 3-D
net shaped parts as an alternative to
die-casting, sintering and metal
injection moulding. Progressive cold
forged products have superior
strength and uniform grain flow that
provide a higher degree of structural
integrity. The progressive cold-forge
die has high output capability with
superior dimensional accuracy which
eliminates or reduces the need for
secondary processes like machining.
This in turn results in significant cost
savings.
Eliminates or reduces the need for
secondary processes like machining
(to remove excess material), heat
induced forming such as sintering,
die-casting and metal injection
moulding, and assembly processes.
With fewer processes, horizontal and
vertical cold forming reduces
manufacturing lead-time and results
in cost savings. Additionally, by
avoiding heat induced forming, cold
forming produces less pollution and
is more environmentally friendly.
This is often chosen for its speed,
quality and consistency. It is
considered to be the most efficient
and flexible stamping process that
operates fully automated for both
small and large parts with speeds
ranging from 30 to 800 strokes per
minute.
Can create unique three-dimensional
shapes in a shorter number of steps,
allowing for a faster, more efficient
production process. The set-up is able
to integrate other ancillary laboursaving
processes such as stacking,
tapping and contact welding.
Our manufacturing facilities are equipped with various stamping presses (manual, progressive or robotic
lines) that can produce parts with loading ranging between 40 to 800 tons with stamping press bed sizes of up
to 4.9 metres in length. To maximise the efficiency of resources, high-volume orders are filled through
dedicated production lines. These are integrated with additional value-added services such as machining,
welding, cleaning and manufacturing in a clean room environment.
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We also provide low-volume high-mix solutions using advanced CNC automated machines. This offering
is targeted at customers that place low volume orders where an investment in tools and dies may not be
feasible given low production volumes.
Plastic and rubber moulding
Our plastic and rubber capabilities include plastic injection moulding, rubber moulding and rubber
compound formulation. We can also produce integrated metal and plastic components.
Plastic
Our plastic moulding capabilities allow us to create plastic shapes in accordance with our customers’
specifications. These are often integrated with our metal components and are used in a variety of products, such
as computer accessories, water filtration devices and automotive products such as brake pedals and light bulbs
housings.
We have a wide range of fabrication equipment for all steps of the plastic moulding process. Our
computerised injection moulding machines, which operate in our facilities in Shanghai, Shenzhen and Batam,
have a clamping force ranging from 30 to 650 tons. We also design and build moulds for moulding machines
that have a clamping force of up to 850 tons. These include high-speed, electric, vertical and “two-shot”
moulding machines which can combine two colours or materials.
In addition to our moulding operations, we offer various secondary processes for plastics. These include
ultrasonic welding and heat staking, laser marking, robotic spray painting and assembling. Integrating these
processes reduces manufacturing time and costs for our customers.
Rubber
Our rubber capabilities extend from material formulation to moulding and testing. We have specialised
knowledge in compound formulation with silicone, neoprene, butyl, acrylonitrile butadiene rubber (NBR),
styrene butadiene rubber (SBR) and ethylene propylene rubber (EPDM). We mix raw materials using a roll
mill to attain consistent quality in composition. Then, we create shapes by applying 80 to 300 tons of pressure
from automatic hot presses with vacuum installations. We also perform rubber metal bonding as required. We
have created rubber components for the computer, automobile, electrical and electronic industries, as well as
printer rollers.
Machining, welding and finishing
In order to complement our core capabilities in metal stamping, we also offer value-added services in
machining, welding and finishing. Machining is the process of removing material with power-driven
equipment to achieve desired shapes and symmetry. We have a suite of state-of-the-art, computer-controlled
machining equipment to achieve high levels of quality. Our capabilities include traditional methods such as
drilling, turning (a machining technique that uses a moving cutter/form tools to work a revolving work piece
to the desired shape and size), milling (a machining technique in which material from a work piece is
removed by feeding toward the direction of a rotating cutter), tapping (a process to form or machine screw
threads on sheet metal) and deionised water and hydro carbon washing lines to clean and degrease products
before finishing.
We believe our diverse welding processes allow us to provide quality, efficiency, precision and
consistency by tailoring our services to customer demands and materials requirements. Our welding processes
include a vast array of high-tech welding techniques including robotic welding and laser welding. These
various processes are aided by custom-made jigs and fixtures to hold work pieces in place which ensures
accuracy is controlled during welding.
We provide various surface finishing processes for both metal and plastic, which serve functional and
aesthetic purposes. These include powder coating, electroless nickel plating and wet painting lines. In order to
offer a one-stop solution to our customers, we offer assistance and guidance about suitable finishing types,
packaging and testing protocols. We believe our ability to offer finishing processes in combination with our
manufacturing processes differentiates us from our competitors.
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Electro-mechanical and product assembly
We provide electro-mechanical assembly and final product build services. However, our focus is on
providing electro-mechanical assembly, which we believe is increasingly being outsourced and for which
competition (relative to electronics assembly) is more limited. We can provide our customers with dedicated as
well as flexible lines. In addition, we can provide final product packaging and testing before products are sent
for shipping.
Our assembly services cover a wide range of products in a variety of industries. For servers and
networking equipment, we offer a full suite of assembly solutions for global manufacturing supply chain
management. In consumer electronics, the products we assemble include thermostat modules, drive train
modules for electric toothbrushes and an integrated ironing system. We also assemble hard disk covers in a
clean room environment, vehicle steering column jackets and high-speed dot-matrix printers.
We aim to provide more assembly services in the future as part of our integrated design and
manufacturing solutions.
Shipping
Some of our customers take delivery of the products when they leave our facilities and others take
delivery when the product arrives at the destination specified by our customers for shipping. Generally, we
ship our products by land, sea or air. All products shipped are covered by shipping insurance in accordance
with the terms of shipment.
Customers
We have over 100 customers, the majority of which are major multinational companies. In particular,
our major customers include multinational companies in the casings and enclosures, mass storage, consumer
electronics, automotive, electrical and electronic components and imaging and printing industries.
In fiscal year 2010, our top three, top five and top ten customers (by revenue) in aggregate represented
31.8%, 46.9% and 64.4%, respectively, of our revenue. Our largest customer accounted for 12.1% of our fiscal
year 2010 revenue. In fiscal years 2008 and 2009, our top three, top five and top ten customers (by revenue)
in aggregate represented 32.3%, 42.6% and 53.8% of our fiscal year 2008 revenue and 34.1%, 47.1% and
60.1% of our fiscal year 2009 revenue, respectively.
We have developed very close, long-term relationships with our customers, which we have leveraged to
cross-sell more complex services over the course of our relationship. Based on revenue generated during fiscal
year 2010, five of our top 30 customers have been with us for more than 30 years, 21 of our top 30 customers
have been with us for between five to 30 years and four of our top 30 customers have been with us for less
than five years.
We also sell and deliver components, casings and enclosures manufactured by us to EMS providers at
the direction of certain of our customers. The price and quantities of these products are agreed between our
customers and us, although the obligation to take delivery and make payment for these products lies with the
third party EMS provider.
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We believe one of our competitive strengths is our diversified customer base. The following shows the
main industry sectors we served in fiscal years 2009 and 2010, along with key products we manufacture for
each industry sector:
Industry Sector (1)
Revenue
Contribution
for Fiscal Year
2009
Revenue
Contribution
for Fiscal Year
2010 Key Products Manufactured by Us
Casings and Enclosures ........... 25.8% 27.7% Casings and enclosures, primarily
for servers and networking
equipment
Mass Storage .................. 17.7% 19.9% Motor hubs
VCM plates
Disk clamps
Consumer Electronics ............ 19.8% 15.7% Components and assemblies for:
Home appliances
White goods (e.g. washing
machines)
Set top boxes
Automotive ....................
Electrical and Electronic
9.4% 12.4% Seats, seatbelts and sunroof
components
Steering column jackets
Components for automotive
infotainment products
Air bag canisters
Door locks
Components ................. 7.4% 9.3% Contact and circuit breaker
components
Copper housings for meters
Tuner assemblies
Imaging and Printing ............. 6.4% 6.7% Stamping parts for copiers, laser
and ink-jet printers
High-speed line printer cabinets
Digital camera casings
(1) Other industry sectors we provide services to include telecommunications, personal healthcare and medical equipment, amongst
others.
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The following chart presents the revenue contribution of each of our top ten customers in fiscal year
2010:
Customer Description Industry Sector Products
Revenue Contribution
for Fiscal Year 2010
A U.S. computer products Casings and enclosures Enterprise servers
company
12.1%
B U.S. computer products
company
Casings and
enclosures (1)
Enterprise servers, print
cartridges 10.8%
C Diversified European Consumer electronics
health and consumer
products company
(1)
Personal and garment
care products, home
appliances, LCD TVs 8.9%
D Diversified European Electrical and electronic Circuit breakers and
energy management components
electrical products
company
8.4%
E U.S. hard disk drive Mass storage Hard disk drives and
manufacturing company
mass storage devices 6.7%
F Japanese hard disk drive Mass storage VCMs for hard disk
manufacturing company
drives 5.8%
G Japanese printer, copier, Imaging and printing Printers, copiers, digital
camera equipment
cameras
company
4.3%
H U.S. network products Casings and enclosures Network products
company
(including routers,
switches and hubs) 3.0%
I Diversified Japanese Mass storage Mass storage devices
industrial, consumer and
(optical pickup for DVD
information technology
drives), display devices
products company
2.6%
J European automotive Automotive Automotive interiors
products company
(including seats) 1.8%
Total ............................................................... 64.4%
(1) Based on the principal industry sector that we supply to.
The following table presents our revenue based on countries to which the invoices for our products are
addressed for the past three fiscal years:
2008
Fiscal Year
2009 2010
US$’000s % US$’000s % US$’000s %
PRC (including Hong Kong) . ............... 193,607 24.6 185,241 29.7 256,345 40.2
Singapore .............................. 111,127 14.1 126,855 20.3 116,329 18.2
Europe ................................ 243,985 31.0 130,272 20.9 93,930 14.7
Malaysia ............................... 95,457 12.1 62,010 9.9 63,307 9.9
Indonesia .............................. 47,942 6.1 38,429 6.2 43,833 6.9
Americas .............................. 61,873 7.9 54,381 8.7 34,709 5.5
Thailand ............................... 24,189 3.1 22,683 3.6 19,270 3.0
Rest of the World ........................ 8,207 1.1 4,704 0.7 10,277 1.6
Total ................................. 786,387 100.0 624,575 100.0 638,000 100.0
Operations
Sales and marketing
We generate new business by selling additional services to our existing customers, selling to additional
divisions and geographic locations of existing customers, and marketing to potential new customers. All our
customers have a program team assigned to them. Each of these teams address the customers’ needs while
marketing our other services, such as end-to-end solutions, thereby generating cross-selling opportunities. Our
chief marketing officer and sales team also develop new customer relationships.
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In addition to our main office in Singapore, we also have sales staff in Paris, Austin (Texas), San Jose
(California), Tokyo and Hong Kong. All our manufacturing facilities are also actively involved in the sales and
marketing effort.
Research and development
We believe that research and development form an integral part of our business and is important in
providing us with a competitive edge.
Our research and development activities focus mainly on creating new processes and devising and
testing new equipment to add to our existing capabilities. We have combined design software with our
expertise to create tools and dies that reduce costs and create highly durable components. We utilise the
background knowledge and experience we gain when we assist our customers in designing new products and
formulating engineering solutions to technical problems and other solutions.
Our research and development department is overseen by our chief technology officer. As at 30 June
2010, we had 31 research and development and technical personnel who engage in research and development
activities. In fiscal year 2008, fiscal year 2009 and fiscal year 2010, our research and development expenses
were not material as our research and development activities did not require substantial capital investment.
Contract terms
We provide our services to customers under purchase orders. We also sometimes enter into contracts
with our customers, which provide general terms and conditions, including delivery terms and quality
specifications. These contracts do not guarantee any revenue. Product specifications, pricing and volume are
covered by individual purchase orders provided quarterly or monthly. Our purchase orders and contracts
generally require that the customer pays for all tooling. Additionally, our purchase orders and contracts also
typically cover our warranty obligation to replace any faulty component within 12 months of delivery.
Raw materials and supply chain management
We purchase a variety of raw materials and components for our manufacturing processes. Such raw
materials include hot dipped galvanised steel, cold rolled steel, aluminium, stainless steel, copper and electrogalvanised
steel. The cost of these raw materials is highly variable and depends on market prices. Our policy
is not to purchase raw materials prior to receiving a binding customer forecast or order. We seek to reduce our
exposure to increases in materials prices by utilising a pricing methodology that factors in the cost of
materials we are required to purchase to provide the service. For certain of our customers, we order materials
“back-to back” with the customer’s order and incorporate the materials’ purchase price into the final product
price. For our remaining customers, we use materials that are sourced from suppliers directed by our
customers at prices that have been negotiated by the customer and that are passed through to the customer in
the final product price. The following chart shows steel and copper market prices over our last three fiscal
years:
350
300
250
200
150
100
Jun-07
Aug-07
Oct-07
Dec-07
Feb-08
Apr-08
Jun-08
Aug-08
Oct-08
Dec-08
Feb-09
Apr-09
Jun-09
Aug-09
Oct-09
Dec-09
Feb-10
Apr-10
Jun-10
MEPS Carbon Steel Products (Asia) Index* LME Copper Index*
Source: Bloomberg. Please see “General and Statutory Information — Sources”
* MEPS Carbon Steel Products (Asia) Index and LME Copper Index assumes January 1997 price = 100.
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Machinery
Our production depends on a variety of equipment and machinery including stamping presses, cold
forging equipment, precision robotic laser welding machinery, automated laser cutting and punching machines
and injection moulding machines. Our machinery is generally interchangeable since the critical element of
production is the tool and die which we design and manufacture. We have invested in technology and
equipment to create additional capacity and we are able to offer the most innovative solutions to our
customers. While there are generally multiple providers of the equipment we rely on, certain purchases require
significant lead-times, which can be up to a year for larger presses.
Quality certifications
Most of our manufacturing subsidiaries have the ISO 9001 certification. This standard establishes quality
management. This certifies that formalised business processes are being applied by a company and the
company documents, implements, and maintains a quality management system and continually improves its
effectiveness in accordance with the requirements of the ISO 9001 standard.
Certain of our subsidiaries have the following certifications:
TS 16949: This is an international standard aimed at the development of a quality management
system that provides for continual improvement, emphasising defect prevention and the reduction of
variation and waste in the supply chain. It applies to the design/development, production and, when
relevant, installation and servicing of automotive-related products.
ISO 14001: This standard specifies the requirements for an environmental management system.
Fulfilling these requirements demands objective evidence which can be audited to demonstrate that the
environmental management system is operating effectively in conformity to the standard.
OHSAS 18001: This is an occupation health and safety assessment for health and safety management
systems. It is intended to help organisations control occupational health and safety risks.
ISO/IEC 17025: This standard specifies the general requirements to establish competence to carry
out tests.
Management information system
We have recently completed the roll-out of our enterprise resource planning (ERP) system for almost all
our operations. This system manages most of our internal processes including inventory, purchase orders and
accounting. Additionally, we have back-up and recovery systems in place should there be any issues with our
main computer systems.
Quality control
A priority for us is to produce high-quality and reliable components and products. We have a range of
quality control processes to ensure we can fulfil our customers’ orders with on-time delivery and minimal
waste. These processes include random sampling of our products with machines to test the smoothness of cuts
and the precision of edges, as well as microstructure analysis and tensile/hardness tests to test component
mechanical properties. If any defects are detected, we test each item within the batch or since the last random
sampling check. For certain products with high safety requirements, such as products in the automotive
industry, we check each component manually. Additionally, we believe that new processes and capabilities
such as cold forging allows us to minimise flaws through design. By using such processes, we believe we can
provide services with higher yields and less wastage.
Environmental Matters
We are subject to various federal, state/provincial, local and multi-national laws and regulations,
including environmental measures relating to the release, use, storage, treatment, transportation, discharge,
disposal and remediation of contaminants, hazardous substances and waste, and health and safety measures
related to practices and procedures applicable to the construction and operation of our plants. In addition,
certain of our processes, especially in finishing, require us to obtain permits and monitor or recycle our waste
water. Certain permits for plating can take up to two years to obtain.
Environmental legislation also applies to us at the product level. We assist our customers in complying
with environmental legislation by ensuring that the components we manufacture are compliant and by
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providing testing services. Applicable legislation affecting our products include the EU’s Restriction of
Hazardous Substances (RoHS) and Waste Electrical and Electronic Equipment directive (WEEE) laws and the
PRC’s “Management Methods for Controlling Pollution by Electronic Information Products” legislation.
Properties
A list of the properties owned or leased by us as of 30 June 2010 is set out in Appendix A to this
document. None of the abovementioned properties is subject to any major encumbrances.
Production Facilities
Under the leadership of our current management, we have focused our operations on a campus or cluster
strategy. In countries where we have larger operations, such as the PRC, our manufacturing facilities are based
on a campus strategy with centralised design operations as well as human resources and management
information systems within each campus. In other countries, we operate on a cluster strategy with management
functions covering the regional cluster of operations. This allows us to centralise important functions while
maintaining our geographic reach to serve our customers locally.
The following table sets forth the industry sectors served by our facilities by city. For additional
information regarding our facilities, please see “Appendix A — Facilities”.
Location
Casings and
Enclosures
Mass
Storage
Industry Sectors Serviced Capabilities
Consumer
Electronics Automotive
Electrical
and
Electronic
Components
Imaging
and
Printing Other Metal Plastic Rubber
Hui Zhou, Guangdong, PRC .... X X X X X X X
Shanghai, PRC .............. X X X X X X X X
Shenzhen, Guangdong, PRC .... X X X X X X X
Suzhou, Jiangsu, PRC ........ X X X X X X
Batam, Indonesia ............ X X X X X X X X X
Jakarta, Indonesia. ........... X X X X X X X
Perak, Malaysia ............. X X X X X X
Selangor, Malaysia ........... X X X X X X X
Johor, Malaysia ............. X X X X
Singapore. ................. X X X X X X X X
Hanoi, Vietnam ............. X X X X
Pisek, Czech Republic ........ X X X X X X
Montlucon, France ........... X X X X X
We seek to operate our production facilities at a target maximum utilisation range of between 75.0% and
80.0% and sometimes go above this range to meet customer requirements. We believe that maintaining our
utilisation rate capped at 80.0% provides sufficient downtime for maintenance and to address technical
problems while allowing us sufficient leeway to accept short lead-time orders from our customers.
Competition
The market for manufacturing outsourcing services is highly competitive. We compete primarily by
meeting the unique needs of our customers and providing flexible solutions, timely order fulfilment and strong
engineering, testing and production and product control capabilities. We have many competitors in the
precision engineering/manufacturing industry, although we believe that most of our competitors provide a
more limited range of services or products or are focused on more limited industries. We believe that we
compete indirectly with the internal capabilities of our customers. Our direct competitors primarily compete
only in specific industry sectors or specific services. Please see “Industry Overview — Competition”.
Intellectual Property
We are currently in the process of obtaining a patent covering a method of reducing electromagnetic
interference from servers without the use of a rubber seal or gasket, thereby creating significant cost savings.
We have also registered a number of intellectual property rights in the PRC. Additionally, we may obtain
patents on certain of our other technical developments. We rely largely upon a combination of trade secret
laws, our internal security systems, confidentiality procedures (including non-disclosure agreements with our
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customers and suppliers) and employee confidentiality agreements to maintain the trade secrecy of our designs
and manufacturing processes that we regard as proprietary and confidential.
We are increasing the amount of design and engineering services to our customers and developing
design and manufacturing processes. Consequently, we are required to address and allocate the ownership and
responsibility for intellectual property in our customer relationships. If a third party was to make an assertion
regarding the ownership or right to use intellectual property, we could be required to either enter into licensing
arrangements or to resolve the issue through litigation. We could also be required to redesign a product. We
have not been involved in litigation involving intellectual property infringement claims to date.
Employees
As at 30 June 2010, we had 11,472 full-time employees across various jurisdictions. Employees on
contracts of up to one year are considered temporary employees. As at 30 June 2010, 8,472 of our employees
were temporary employees. The following table sets forth our number of full-time employees, segmented by
geographical location and by function as at 30 June 2008, 2009 and 2010:
By Geographical
2008
As at 30 June
2009 2010
Location Contract Permanent Total Contract Permanent Total Contract Permanent Total
South and
Southeast Asia . . . 2,344 3,534 5,878 2,026 2,796 4,822 3,001 2,322 5,323
PRC........... 5,134 106 5,240 4,088 167 4,255 5,164 168 5,332
Europe (1) ....... 782 538 1,320 490 436 926 303 506 809
USA........... 3 4 7 3 4 7 3 4 7
Japan .......... 1 0 1 1 0 1 1 0 1
Total .......... 8,264 4,182 12,446 6,608 3,403 10,011 8,472 3,000 11,472
(1) Our Europe operations were severely affected by the financial crisis, resulting in the closure of two plants in Europe in fiscal year
2009, leading to the total number of contract workers employed by the Europe plants to decline from 782 in fiscal year 2008 to 490
in fiscal year 2009.
By Function (1)
2008
As at 30 June
2009 2010
Direct ........................................................ 9,654 7,310 8,589
Indirect ....................................................... 1,919 1,913 2,072
Research and development/Technical ................................. 30 34 31
Corporate Support ............................................... 843 754 780
Marketing/Program sales ...................................... 144 153 157
HR/Admin/Finance. .......................................... 390 354 375
MIS...................................................... 47 47 47
Materials and Purchasing ...................................... 262 200 201
Total. ........................................................ 12,446 10,011 11,472
(1) Direct employees are mainly personnel involved in production or manufacturing and those who are regulated by special employment
legislation and collective bargaining agreements. Indirect employees (which exclude Research and development/Technical and
Corporate Support employees) are those who are not direct employees.
As of 30 June 2010, we have a total of 741 unionised employees in Malaysia, Indonesia, the Czech
Republic and France. We have not experienced substantial labour disputes at any of our facilities and we
believe that our employee relations are satisfactory.
In order to retain our highly skilled employees and management, we have employee retention programs
and policies including the Share Plans and other benefits such as housing and medical grants.
Legal Proceedings
We are not engaged in any litigation, claims or arbitration either as plaintiff or defendant, which has a
material effect on our financial position or profitability and our Directors have no knowledge of any
proceedings pending, known to be contemplated or threatened by or against us or of any facts likely to give
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ise to any proceedings which may have, or which have had in the 12 months immediately preceding the date
of lodgement of the Singapore Prospectus with the Authority, a significant or material effect on our financial
position, profitability and business.
Insurance
We have insurance policies covering, among other risks, the following:
(a) all-risks for our real and personal property such as plants, equipment and machinery, which covers
material damage and any related business interruption;
(b) marine cargo, for the goods we ship by air, sea, inland transit or courier service to our customers; and
(c) general liability covering legal liability for death or bodily injury to persons or loss or damage to
property arising out of or in connection with our business and products, including product liability.
Our Directors believe that our insurance coverage under these insurance policies is adequate for our
purposes and in line with industry standard practices. From time to time, we evaluate our existing insurance
policies to determine whether the insurance policies, including the amounts insured, are adequate for our
purposes. However, significant damage to our operations or any of our assets may still have a material adverse
impact on our results of operations or financial condition.
Prospects and Trends
The following discussions about our prospects and trends include forward-looking statements that
involve risk and uncertainties. Actual results could differ materially from those that may be projected in these
forward looking statements. See also “Forward Looking Statements”.
We expect that our revenue and results of operations for fiscal year 2011 will be affected by the
following trends:
(a) the general trend towards supply chain outsourcing: increased supply chain outsourcing is likely to
increase our addressable market and offer additional growth opportunities to us, potentially improving
our financial performance;
(b) move towards a higher margin product mix: we expect our efforts to increase sales of products with
higher margins relative to products with lower margins will improve our average margins (all other
things being equal);
(c) variability in the cost of materials and in particular, prices of steel, copper and aluminium: the cost of
materials we use has fluctuated widely in recent years. Although we currently pass through the price of
raw materials to our customers, fluctuations in the cost of materials could impact our financial
performance if we are not able to continue to pass through these costs to our customers or if the
increase in the cost of materials results in a decrease of orders from our customers. Such decrease in
orders could be due to, among others, (i) a decrease in sales of our customers’ end products due to the
overall higher price of the products, (ii) the substitution of other materials and parts and (iii) customers
transferring their business to our competitors who are willing to absorb the increase in the price of raw
materials;
(d) increases in staff costs (including costs of labour in the PRC): wage prices in many countries where we
operate, particularly in the PRC, have increased historically. Further increases in average wages and
minimum wages may negatively affect our financial performance; and
(e) increase in currency fluctuations: historically, currencies we operate in have fluctuated substantially
(relative to the U.S. dollars and to one another). Given that a portion of our revenue and costs are in
currencies other than our functional currency, fluctuations in currency may impact our financial
performance.
We believe that suppliers that have a broad range of end-to-end manufacturing capabilities (including
value-added services such as design), possess a global manufacturing footprint, display high levels of
manufacturing productivity and have close OEM relationships are best-positioned to gain from the growing
requirements for supply chain outsourcing.
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Save as disclosed above and in the sections entitled “Risk Factors”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, “Summary” and “Industry Overview”, barring
unforeseen circumstances, our Directors are not aware of any other significant known trends in production,
sales and inventory and in the costs and selling prices of our products and services or other known trends,
uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net
sales or revenue, profitability, liquidity or capital resources, or that will cause the financial information
disclosed in this document to be not necessarily indicative of our future operating results or financial
condition.
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REGULATION
Government Regulations
Save as disclosed under “Risk Factors — Our failure to comply with environmental laws could adversely
affect our business and financial condition”, to the best of our knowledge as at the Latest Practicable Date, we
are in compliance with all material respects of applicable laws and regulations in jurisdictions in which we
operate and our Group has obtained all requisite approvals that would materially affect our business
operations.
The following is a summary of the key material regulatory requirements that materially affect us.
Singapore
Waste Discharge Regulations
Our operations are subject to regulatory requirements and potential liabilities arising under Singapore
laws and regulations governing, among other things, air-emissions, wastewater discharge, waste storage,
treatment and disposal, and remediation of releases of hazardous materials. Such laws and regulations are
generally administered by the Ministry of Environment and/or the Public Utilities Board in Singapore.
Expenditure on environmental compliance currently represent an insignificant portion of our operating
expenses.
Factory Registration/Factory Permit
Premises used as factories in Singapore are required by the Ministry of Manpower (“MOM”) tobe
registered as a “factory” with the Commissioner for Workplace Safety and Health (“CWSH”) pursuant to the
Workplace Safety and Health (Registration of Factories) Regulations 2008 (“WSH Factories Regulations”).
Prior to the amendments of the WSH Factories Regulations in 2008, a certificate of registration issued by the
CWSH is valid for a period of one year and may be renewed subsequently upon the payment of a renewal fee.
With effect from 31 March 2010, a new factory notification scheme was implemented by the MOM. Under the
amended WSH Factories Regulations, any certificates of registration obtained in respect of certain classes of
factories set out in the First Schedule of the WSH Factories Regulations (the “Class II Factories”) shall
remain in force from the date of its issue until such time as it is revoked in accordance with the WSH
Factories Regulations. In addition, any certificate of registration issued for such Class II Factories prior to
1 March 2010 which remains valid immediately before 1 March 2010 shall be regarded as if such certificate
of registration had been issued pursuant to the amended WSH Factories Regulations.
Workplace and Health Safety Measures
Under the Workplace Safety and Health Act 2006, every employer has the duty to take, so far as is
reasonably practicable, such measures as are necessary to ensure the safety and health of his employees at
work. These measures include providing and maintaining for the employees a work environment which is safe,
without risk to health, and adequate as regards facilities and arrangements for their welfare at work, ensuring
that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used
by the employees, ensuring that the employees are not exposed to hazards arising out of the arrangement,
disposal, manipulation, organisation, processing, storage, transport, working or use of things in their workplace
or near their workplace and under the control of the employer, developing and implementing procedures for
dealing with emergencies that may arise while those persons are at work and ensuring that the person at work
has adequate instruction, information, training and supervision as is necessary for that person to perform his
work. More specific duties imposed by the MOM on employers are laid out in the Workplace Safety and
Health (General Provisions) Regulations 2006. Some of these duties include taking effective measures to
protect persons at work from the harmful effects of any exposure to any biohazardous material which may
constitute a risk to their health.
Czech Republic
Most business activities in the Czech Republic may be operated on the basis of a trade license issued by
the Trade Licensing Office. The applicant for a business license must meet the requirements stated for the type
of business to be carried on. In the case of a Czech limited liability company, it is necessary to appoint an
individual who meets such requirements. Such individual does not have to be a director or employee of the
company.
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The operations of Amtek Precision Engineering Czech Republic s.r.o. in the Czech Republic are subject
to specific regulations and approvals concerning among other things, air emissions, use of water and emission
of wastewater, environment protection and waste disposal. Further, specific hazardous waste legislation applies
to the company.
Employee health and safety rules, including requirements on the use of protective equipment, as well as
other employee protection legislation applies in the Czech Republic.
As of the date of this document, the Czech Republic has not introduced the Euro as its official currency
and the target date of its introduction has not been officially announced. In the Czech Republic, in the absence
of a currency crisis (see below), no currency exchange restrictions apply to transfers of money into or out of
the Czech Republic that might be generally applicable.
Payments from France (place of incorporation of the sole shareholder of Amtek Precision Engineering
Czech Republic s.r.o) to the Czech Republic and conversely, and the transfer of profits from a capital
investment in the Czech Republic, are free of any restrictions after all tax obligations have been met.
However, under Czech law, the authorities may impose certain obligations and restrictions on corporations and
individuals in an exceptional situation which presents a fundamental risk to the internal or external monetary
stability or the balance of payments of the Czech Republic. Such currency measures may create serious
restrictions or even result in the prohibition of money transfers to other countries. Some of these measures
were temporarily enforced in 1997 in order to overcome the monetary depression in the Czech Republic.
For statistical reasons, the Czech National Bank requires companies domiciled in the Czech Republic
and other residents to report certain types of money transactions related to foreign countries which exceed the
equivalent of CZK 1,000,000 (currently approximately A35,118). A failure to comply with the reporting
obligation does not affect the validity of the relevant transaction but triggers administrative liability.
Malaysia
Under the Industrial Co-ordination Act 1975 of Malaysia, companies engaged in manufacturing activity
with shareholders’ funds of RM2.5 million and above or engaging 75 or more full-time paid employees are
required to apply for a manufacturing licence to be issued by the Ministry of International Trade and Industry
of Malaysia (“MITI”). The Group’s manufacturing plants located at No. 7, Lorong 7, Cheras Jaya, Kuala
Lumpur and at Lot 72 & 73, Kawasan Perindustrian Parit Buntar, 34200 Parit Buntar, Perak, have each been
issued a manufacturing licence by MITI on 19 September 1989 and 10 May 1991, respectively. Typically, such
manufacturing licences are issued subject to certain conditions as may be prescribed by MITI. For example,
shares we hold in our subsidiary, AE Technology Sdn. Bhd., cannot be transferred without prior written
approval from MITI. As such, the Group is required to comply with the conditions imposed by MITI pursuant
to the approval granted for the manufacturing licences. Any non-compliance with the conditions prescribed by
MITI under the manufacturing licence may result in the revocation by MITI of the manufacturing licence.
The Factories and Machinery Act 1967 of Malaysia regulates, amongst others, the registration of premises
used as factories in Malaysia as well as the installation and possession of machineries within such factories. The
Department of Occupational Safety and Health (“DOSH”) of the Ministry of Human Resources in Malaysia is
responsible for the registration of factories, inspection of machineries and issuance of the certificate of fitness in
respect of any machinery for which a certificate of fitness is prescribed. As at the Latest Practicable Date, there
are valid certificates of fitness issued by DOSH in respect of the machineries located within the Group’s
facilities at No. 7, Lorong 7, Cheras Jaya, Kuala Lumpur and at Lot 72 & 73, Kawasan Perindustrian Parit
Buntar, 34200 Parit Buntar, Perak. These certificates of fitness ordinarily have a period of validity of fifteen
(15) calendar months from the date of inspection or such longer period not exceeding three (3) years and may be
renewed from time to time subject to the approval of DOSH.
The Group is also required to comply with the relevant Malaysian environmental protection laws and
regulations under the Environmental Quality Act 1974 which regulates environmental pollution and sets out
the standards for, amongst others, air-emissions, wastewater discharge, air and noise pollution, waste storage,
treatment and disposal of residuals. The Department of Environment of the Ministry of Natural Resources and
Environment is responsible for the supervision and enforcement of the standards set out under the
Environmental Quality Act 1974 and its subsidiary legislations.
Foreign Exchange
Foreign exchange control is administered by the Malaysian Controller of Foreign Exchange (Bank
Negara Malaysia) pursuant to the Exchange Control Act 1953 and the circulars issued periodically by the
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Controller. Under the present regime, with effect from 1 April 2007 (as amended on 20 September 2007,
28 May 2008 and 18 August 2010) (a) a resident company which has no domestic Malaysian Ringgit credit
facilities is free to invest in any foreign currency assets and may finance such investments from (i) any amount
of its own foreign currency funds retained in accounts in Malaysia or offshore, (ii) any amount of its own
Malaysian Ringgit funds converted into foreign currency, including proceeds from the listing of shares through
an initial public offering on the Main Market of Bursa Malaysia, and (iii) up to RM100 million equivalent in
aggregate on a corporate group basis using foreign currency borrowing provided always that a resident
company intending to invest in foreign currency assets must have minimum shareholders’ funds of RM100,000
and must have been operating for at least one year, and (b) where a resident company has domestic Malaysian
Ringgit credit facilities it may invest in any foreign currency assets and may finance such investments from
(i) the resident company’s own foreign currency funds maintained in Malaysia or offshore, (ii) any amount of
proceeds from the listing of shares through an initial public offering on the Main Market of Bursa Securities,
(iii) up to an equivalent of RM50 million in aggregate per calendar year on a corporate group basis from
conversion of Malaysian Ringgit funds into foreign currency, and (iv) up to RM100 million equivalent in
aggregate on a corporate group basis using foreign currency borrowing provided always a resident company
intending to invest in foreign currency assets must have minimum shareholder’s funds of RM100,000 and must
have been operating for at least one year.
A resident company is free to lend in Malaysian Ringgit of any amount to a non-resident company to
finance activities in the real sector in Malaysia or to finance/refinance the purchase of residential and
commercial properties in Malaysia. There is no specific definition given by the Malaysian Controller of
Foreign Exchange on the term “real sector” but generally it relates to non-speculative investments where there
is a real effect to the Malaysian economy. Malaysian Controller of Foreign Exchange’s approval will be
required if the Malaysian Ringgit denominated loan is utilised for other purposes.
The Malaysian Controller of Foreign Exchange has maintained the requirement for the submission of
quarterly reports pertaining to, inter alia, overseas investment exceeding an equivalent of RM50 million and
on offshore foreign currency borrowing exceeding the aggregate of RM100 million equivalent.
PRC
Laws and Regulations relating to Our Products
Catalogue of industries
Pursuant to the Catalogue of Industries for Guiding Foreign Investment (Revised 2007)
, which was promulgated by the Ministry of Commerce and NDRC on 31 October
2007 and became effective on 1 December 2007, the business of mould manufacturing, manufacturing of
punching die with a precision of 0.02mm or above and standardised die parts is classified as an industry
encouraged for foreign investment.
Import or export of products
The Foreign Trade Law of the PRC , which was promulgated on 12 May
1994 and amended on 6 April 2004, and the Measures for the Archival Filing and Registration of Foreign
Trade , which were promulgated by the Ministry of Commerce on 25 June
2004, require that foreign trade operators who engage in the import or export of goods or technologies must
register with the Ministry of Commerce or another institution authorised by the Ministry of Commerce. In
addition, if a company imports or exports goods as consignee and consignor, it must register with local
Customs authority and obtain the PRC Customs Declaration Registration Certificate for Consignors and
Consignees pursuant to the Provisions for the Registration of Customs Declaration Agents
.
Laws and Regulations relating to Environment and Safety Issues
Environmental law
Our operations are subject to PRC environmental laws and regulations, which include the PRC
Environmental Protection Law , the PRC Law on the Prevention and Control
of Water Pollution , PRC Law on the Prevention and Control of
Atmospheric Pollution , the PRC Law on the Prevention and Control of
Pollution From Environmental Noise , the PRC Law on the
Prevention and Control of Environmental Pollution by Solid Waste (
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), the Administrative Regulations on Environmental Protection for Construction Project
, and the Administrative Regulations on Levy and Utilisation of Sewage
Charge . The environmental laws govern a broad range of environmental matters,
including air pollution, noise emissions, sewage and waste discharge. According to these environmental laws,
all business operations that may cause environmental pollution and other public hazards are required to
incorporate environmental protection measures into their plans and establish a reliable system for
environmental protection. These operations are required to adopt effective measures to prevent and control
pollution levels and harm caused to the environment in the form of waste gas, liquid and solid waste, dust,
malodorous gas, radioactive substances, noise, vibration, and electromagnetic radiation generated in the course
of production, construction or other activities.
According to these environmental laws, companies are also required to carry out an environmental
impact assessment before commencing construction of production facilities and also must install pollution
treatment facilities that meet the relevant environmental standards to treat pollutants before discharge.
If a company fails to report and/or register in respect of any environmental pollution caused by it, it will
be warned or subject to penalties. If the company then fails to restore the environment to its original state or
improve the environment as affected by the pollution within the time limit, it will be penalised, and its
business license may be suspended. Companies or enterprises causing environmental pollution and hazards are
responsible for taking action to remedy the hazards and consequences caused by the pollution, and
compensation for any loss or damages caused by the environmental pollution.
Labour and safety law
According to the Production Safety Law of the PRC which was
promulgated on 29 June 2002 by the Standing Committee of the National People’s Congress and became
effective on 1 November 2002, companies carrying out production activities are required to have safe
production conditions as required by relevant laws and regulations. Companies having more than
300 employees are required to form a management department to carry out the functions of production safety
or appoint personnel solely responsible for production safety. Companies are required to display warning signs
at the location and on equipment with high potential risks and purchase job-related injury insurance according
to relevant laws and regulations.
According to the Fire Control Law of the PRC , we are required to submit
the design and drawings of a construction project to the relevant fire control bureau for approval before
commencement of the construction. Also upon completion of a construction project, fire prevention
mechanisms of the construction project should be evaluated and approved by the relevant fire control bureau
before commencement of operation.
In addition, we are also subject to other labour and safety laws and regulations in the PRC including the
PRC Labour Law , the PRC Labour Contract Law , the
Regulation of Insurance for Labour Injury , the Unemployment Insurance Law
, the Provisional Insurance Measures for Maternity of Employees
, Interim Regulation on the Collection and Payment of Social Insurance
Premiums .
According to the PRC Labour Law and the PRC Labour Contract Law, labour contracts in written form
must be executed to establish labour relationships between employers and employees. Wages cannot be lower
than the local minimum wage. Companies are required to establish a system for labour safety and sanitation,
strictly abide by state standards, and provide relevant education to its employees. Employees are also required
to work in safe and sanitary conditions meeting State rules and standards, and carry out regular health
examinations of employees engaged in hazardous occupations.
Other Laws and Regulations
Tax law
On 1 January 2008, the Foreign-funded Enterprise and Foreign Enterprise Income Tax Law of the
PRC was abolished, and the Enterprise Income Tax
Law of the PRC , promulgated on 16 March 2007, became effective.
Pursuant to the Enterprise Income Tax Law of the PRC, the income tax rate for both domestic-funded
enterprises and foreign-funded enterprises is 25.0%.
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Pursuant to the Notice on the Implementation of the Enterprise Income Tax Transition Preferential
Policy , enacted by the State Council of the PRC on
26 December 2007, the preferential tax rate enjoyed by enterprises established prior to the issuance of the new
income tax law pursuant to relevant tax laws, regulations and documents, will gradually be increased to the
statutory tax rate within a transitional period of five years from the effective date of the new income tax law.
The fixed-term preferential tax policies enjoyed by certain enterprises, such as the “two-year exemption and
three-year half rate” and the “five-year exemption and five-year half rate”, will continue to be effective after
the implementation of the new income tax law in the manner and for the period as specified in relevant tax
laws, regulations and documents until the expiration of the preferential period. Enterprises that had not
enjoyed the aforesaid preferential policy due to their failure to make a profit will enjoy the aforesaid
preferential policy from 2008.
The Provisional Regulation on VAT of the PRC was promulgated
on 13 December 1993 and effective from 1 January 1994. Such regulation is applicable to domestic and
foreign invested enterprises selling commodities in the PRC, provision of processing or maintenance services,
and imports of commodities. Except for the sales or imports of specific categories of commodities which are
entitled to a VAT rate of 13.0%, sales or imports, provision of processing, and maintenance labour are subject
to a tax rate of 17.0%.
Pursuant to the Provisional Regulation on Business Tax of the PRC
and its implementation rules promulgated on 13 December 1993 and effective from 1 January 1994,
enterprises providing various taxable labour services and transfer of intangible assets and sale of fixed assets
are subject to Business Tax at a rate ranging from 3.0% to 20.0%, depending on the categories of taxable
items.
Foreign exchange
Pursuant to the Regulation of Foreign Exchange Administration of the PRC
, which was promulgated on 19 January 1996, as amended on 14 January 1997 and on 1 August
2008 by the State Council, Renminbi are freely convertible for current account items, such as trade-related receipts
and payments, interest and dividends. However, conversion of Renminbi and remittance of the foreign currency
outside the PRC for capital account items, such as direct equity investments, loans and repatriation of investment,
are subject to prior approval from the SAFE or its local counterpart.
Under the Regulations of Settlement, Sale and Payment of Foreign Exchange
, which was promulgated on 20 June 1996 and effective from 1 July 1996, foreign-invested
enterprises may only buy, sell and/or remit foreign currencies at those banks authorised to conduct foreign
exchange business after providing valid commercial documents and, in the case of capital account item
transactions, obtaining approval from the SAFE.
On 29 August 2008, SAFE issued the Circular of the SAFE on Relevant Business Operations Issues
Concerning Improving the Administration of Payment and Settlement of Foreign Exchange Capital of
Foreign-funded Enterprises
, in accordance with which, a foreign-funded enterprise shall authorise an accounting
firm to conduct capital verification before applying for the settlement of the foreign exchange capital. The
settled foreign exchange capital shall be merely used for the business approved by the related authorities and
shall not be used for equity investment. It is also prohibited to use the settled foreign exchange capital for
purchasing domestic real estate for any purpose other than its own use, unless the enterprise is a foreignfunded
real estate enterprise.
Dividend distribution
Pursuant to the law of the PRC on Chinese and Foreign Investment Equity joint ventures (2001)
and its implementing rules, a Sino-foreign equity joint ventures has
to follow the following principles to distribute the after tax profit:
(1) Allocations for reserve funds, bonuses and welfare funds for staff and workers, and development
funds of the joint venture. Proportion of allocations is decided by the board of directors.
(2) Reserve funds can be used to make up the losses of the joint venture, and with the consent of
examination and approval authority, to increase the joint venture’s capital for production
expansion.
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(3) After the funds described in (1) above have been deducted and if the board of directors decides to
distribute the remaining profit, it should be distributed according to the proportion of each
participant’s investment. Profits cannot be distributed unless the losses of previous years have been
made up. Remaining profits from previous year (or years) can be distributed together with that of
the current year.
Pursuant to the law of the PRC on Wholly Foreign-owned Enterprises (2000)
and its implementing rules, a wholly foreign-owned enterprise must make contributions to
reserve funds, and bonus and welfare funds for staff and workers. The allocation ratio for bonus and welfare
funds for staff and workers is subject to the enterprise itself. However, the allocation ratio for reserve funds
shall not be less than 10.0% of the after tax profits. When the cumulative total of allocated reserve funds
reaches 50.0% of an enterprise’s registered capital, the enterprise shall not be required to make any additional
contribution. Profits cannot be distributed unless the losses of previous years have been made up. Remaining
profits from previous year (or years) can be distributed together with that of the current year.
Indonesia
Our operations in Indonesia are subject to regulatory requirements under the Laws of the Republic of
Indonesia and regulations governing, among others, environmental issues and disposal of hazardous and toxic
material. As a foreign investment company, the industry business licenses for our operations are issued by the
Indonesian Capital Investment Coordinating Board (known in Indonesia as “BKPM”). Environmental licenses
are issued by the Ministry of Industry whilst licenses for the disposal of hazardous and toxic material are
issued by the relevant local governments. Furthermore, the environmental offices of the local governments
have the authority to conduct environmental supervision and management and to make on-site inspections on
our operation sites within their jurisdictions.
In addition to the industry business and environmental licenses our operations are also subject to various
business licences such as nuisance permits, registration of our warehouse and permits in relation to
employment. Failure to comply with these requirements may subject us to various sanctions, namely
revocation of our business licence in the case of the nuisance permit requirement and seizure of our warehouse
in the case of the registration of warehouse requirement.
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MANAGEMENT
Our Management Reporting Structure
The following chart shows the management reporting structure of our senior management team:
Sheila Ng Won Lein
Executive Director and
Chief Financial Officer
Catherine Lau Wee Nah
Vice-President
Finance
Quek Pek Chuan
Chief Design and
Development Officer
Ling Ka Yew
Chief Technical Officer
Yuen Yeng Kwong
Supply Chain Officer
Goh Sing Hook
Chief Marketing Officer
Daniel Yeong Bou Wai
Chairman and Chief Executive
Officer
Peter Ho Kheong Chun
Executive Director
Precision Engineering
Chong Yong Min
President
China region
Bay Lim Thiam
Vice-President
Eastern China region
Lee Jeff Kingsley
President
South Asia region
Ang Tong Huat
President
Europe region
Our Directors
Our Board of Directors is entrusted with the responsibility for our overall management and direction.
Our Board of Directors is required to meet on a quarterly basis, or more frequently as required, to review and
monitor our financial position and operations.
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The following table sets forth information regarding our Directors as of the Latest Practicable Date:
Name Age Address Position
Daniel Yeong Bou Wai ............. 51 11Evelyn Road
#16-01 Setia Residences
Singapore 309304
Peter Ho Kheong Chun ............. 59 124Jurong East Street 13
#23-17 Ivory Heights
Singapore 600124
Sheila Ng Won Lein ............... 44 24TaiKengAvenue
Tai Keng Garden
Singapore 535508
William Edward Alastair Morrison. .... 53 18Chee Hoon Avenue
Capitol Park
Singapore 299751
Sigit Prasetya .................... 42 108HuaGuan Avenue
Hong Kong Park
Singapore 589205
Low Seow Juan ................... 58 28Blair Road
Singapore 089928
Steven Lim Kok Hoong ............. 63 21Balmoral Park
#05-10
Singapore 259850
Leong Horn Kee .................. 58 1Oriole Crescent
Singapore 288595
Chairman and Chief
Executive Officer
Executive Director
Executive Director and
Chief Financial Officer
Non-Executive Director
Non-Executive Director
Lead Independent Director
Independent Director
Independent Director
Save as disclosed in the section “Interested Person Transactions and Potential Conflicts of Interests —
Potential Conflicts of Interests”, none of our Directors are related to each other or to our executive officers
and the substantial shareholders of our Company. See “Substantial Shareholders and Vendor — Control of the
Company”.
Experience of our Board of Directors
Information on the business and working experience of our Directors is set out below:
Mr. Daniel Yeong Bou Wai
Mr. Daniel Yeong Bou Wai is the Chairman and Chief Executive Officer of our Company.
Mr. Yeong joined our Group in 2007 as an executive director and oversees the direction and strategy of
and is in charge of the financial, marketing and operations management of our Group. From 1996 to 2007, he
was the chief executive officer and managing director of GES International Ltd (“GES”) where he was
responsible for the strategic planning, overall marketing, financial management and operations of GES and its
group companies. He oversaw a restructuring of the GES group before it was sold to Venture Corp Ltd
(“Venture”). Before his promotion to the position of chief executive officer and managing director of GES, he
was the international sales manager of GES where he managed the company’s global portfolio of customers
for the period from 1986 to 1996.
Mr. Yeong graduated from Ngee Ann Technical College, Singapore in 1979 with a Diploma in
Mechanical Engineering.
Mr. Peter Ho Kheong Chun
Mr. Peter Ho Kheong Chun is an Executive Director of our Company, and oversees the precision
engineering operations of the Group.
Mr. Ho has been with our Group for 40 years, from when our Company commenced providing services
as Metaltek Engineering Pte Ltd. Mr. Ho has served in various capacities: before becoming Managing Director
in 2008, he served as an executive director overseeing the business development function of the company,
which was preceded by seven years as marketing and purchasing director, being involved in sales and
marketing and material procurement. Joining our Group in 1970 as a works manager, he was involved in its
general sales, factory operations and administration. Prior to 1970, Mr. Ho was a production assistant
technician at the Engineering Industrial Development Agency of EDB.
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Mr. Ho attended a material management and accounting extension course in 1970 conducted by the
University of Singapore; he also passed his first year Technician Engineering Course at Singapore Polytechnic
in 1971. Mr. Ho is currently a senior member of the Society of Manufacturing Engineers, an international
professional society based in the United States.
Ms. Sheila Ng Won Lein
Ms. Sheila Ng Won Lein is an Executive Director and Chief Financial Officer of our Company.
Ms. Ng joined us in 2007 and now oversees all the financial reporting and treasury functions of our
Group. She is also involved in our human resources and administration functions. Prior to this, Ms. Ng served
as chief financial officer of GES from 2000 to 2007, where she took charge of financial reporting and treasury
matters of GES, including investor relations, human resources and mergers and acquisitions. Her experience
spans various industries: from 1997 to 2000, she was the financial controller of RSP Architects & Planners;
from 1995 to 1997, the financial controller of SMP Investment Pte Ltd and from 1990 to 1995, the vice
president, finance, of Superior Metal Printing Limited. Ms. Ng was responsible for overseeing the financial
reporting and treasury obligations and merger and acquisition activities of each of these companies. Ms. Ng
began her career in audit, and was an auditor with KPMG, Malaysia from 1988 to 1990.
Ms. Ng graduated from the University of Kent at Canterbury, the United Kingdom in 1987 with a degree
of Bachelor of Arts in Accounting.
Our Audit Committee has reviewed Ms. Ng’s curriculum vitae and professional references. Our Audit
Committee is of the opinion that Ms. Ng is suitable as Chief Financial Officer and will be able to discharge
her duties as our Chief Financial Officer satisfactorily.
Mr. William Edward Alastair Morrison
Mr. William Edward Alastair Morrison is a Non-Executive Director of our Company, and a nominee
appointed by our Controlling Shareholder, Standard Chartered Private Equity Limited.
Mr. Morrison joined our Board of Directors in 2008 and is currently the managing director and global
head of the private equity arm of Standard Chartered Bank. He joined Standard Chartered Bank in April 2002
after more than 20 years at 3i Group plc, a European private equity investment house listed on the FTSE 100.
Mr. Morrison joined 3i Group in 1981 and established the 3i Group Asia business in Singapore in 1997.
Mr. Morrison has investment experience across a wide range of industries in Europe and Asia.
Mr. Morrison holds a Bachelor of Arts (Honours) degree in Politics, Philosophy and Economics from
Oriel College, University of Oxford, which he obtained in 1979; he also graduated with a Masters of
Philosophy degree in Management Studies from University of Oxford in 1981.
Mr. Sigit Prasetya
Mr. Sigit Prasetya is a Non-Executive Director of our Company, and a nominee appointed by our
Controlling Shareholder, Metcomp Group Holdings.
Mr. Prasetya joined our Board of Directors in August 2007 and is currently a partner of CVC Asia
Pacific (Singapore) Pte Ltd, responsible for South East Asia. Prior to joining CVC Asia Pacific in March
2007, Mr. Prasetya was the senior principal and head of South East Asia for Henderson Private Capital, the
private equity arm of Henderson Global Investors. Previously, he was an executive director with Morgan
Stanley Investment Banking between 1999 and 2006. Prior to that, he had also worked with Booz Allen
Hamilton, a management consulting firm (1996 to 1999), Peregrine Sewu Securities (1995 to 1996) and
Citibank N.A. (1991 to 1992).
Mr. Prasetya graduated with a Master of Business Administration degree (Dist.) from the University of
New South Wales, Australia, in 1994.
Mr. Low Seow Juan
Mr. Low Seow Juan is the Lead Independent Director of our Company.
Mr. Low is the chairman of Pinetree Capital Partners Pte Ltd which is a private equity fund specialising
in pre-initial public offering investments. He has acted as a consultant to various companies such as Broadven
Pte Ltd (2005 to 2009), Lee & Lee (2004 to present) and PrimePartners Corporate Finance Pte Ltd (2004 to
2005). Prior to these engagements, he was a partner of Harry Elias Partnership (1998 to 2003) and a partner of
96

Drew & Napier LLC (1984 to 1993). In between his involvements as partners of the two law firms, Mr. Low
was self-employed from 1993 to 1998 and he managed various joint venture investments during that period.
Before his legal career, he was an assistant manager in the banking and corporate finance department of
Morgan Grenfell (Asia) Limited from 1982 to 1984.
Mr. Low completed his first degree in 1974, obtaining a Bachelor of Electrical Engineering (Hons) from
Monash University, Australia. He later enrolled and graduated from the University of London, United
Kingdom in 1979 with a Bachelor of Laws (Honours) degree and obtained a Master of Business
Administration degree from the National University of Singapore, Singapore in 1983.
Mr. Steven Lim Kok Hoong
Mr. Steven Lim Kok Hoong is an Independent Director of our Company.
Mr. Lim provided business and financial advisory services to MBE Corporate Advisory Pte Ltd from 2003
until his retirement in 2004. From 2002 to 2003, he was a senior partner with Ernst & Young Singapore. Before
joining Ernst & Young Singapore, he was a regional managing partner of Arthur Andersen ASEAN from 2000 to
2002 and the managing partner of Arthur Andersen Singapore until he left the firm in 2002. From 1999 to 2000,
he was the area managing partner of Arthur Andersen Asia Pacific, Assurance & Business Advisory Business. He
joined Arthur Andersen Perth, Australia in 1971 as a staff accountant for Arthur Andersen Perth where he served
until 1974, whereupon he left for Arthur Andersen Singapore, joining as an audit senior from 1974 to 1981 and
promoted to audit partner in 1981.
Mr. Lim is a member of the Institute of Certified Public Accountants of Singapore and the Institute of
Chartered Accountants in Australia. Mr. Lim graduated from the University of Western Australia, Australia in
1971 with a Bachelor of Commerce degree.
Mr. Leong Horn Kee
Mr. Leong Horn Kee is an Independent Director of our Company.
Mr. Leong is currently the chairman and chief executive officer of CapitalCorp Partners Private Limited.
He has also been Singapore’s non-resident ambassador for Mexico since 2006 and a member of the Securities
Industry Council since 2008. From 1993 to 2008, he was an executive director and chief operating officer of
Far East Organization. He was concurrently the chief executive officer of Yeo Hiap Seng Ltd from 1999 to
2002 and the chief executive officer of Orchard Parade Holdings Limited from 1993 to 1999. Mr. Leong was a
director of NM Rothschilds & Sons (Singapore) Pte Ltd from 1989 to 1992 where he was head of corporate
finance. Prior to that, he was a vice president of Transtech Ventures Pte Ltd, an assistant director at the
Ministry of Finance, and a deputy director at the Ministry of Trade and Industry. Mr. Leong was a Member of
Parliament from 1984 to 2006.
Mr. Leong graduated with a Bachelor of Technology degree (First - Class Honours) in Production
Engineering and Management from Loughborough University of Technology, United Kingdom in 1975 under
a Colombo Plan scholarship. As an external student, he obtained a Bachelor of Science (Honours) degree in
Economics from the University of London, United Kingdom in 1979. He obtained a Master of Business
Administration (MBA) degree from the European Institute of Business Administration (INSEAD), France in
1980 under a French government post-graduate scholarship. He obtained a Bachelor of Arts in Chinese
Language and Literature from Beijing Normal University, China in 2008 and a Master of Business Research
from the University of Western Australia, Australia in 2009.
Mr. Leong was conferred the NTUC Meritorious Service award in 2002 and the NTUC Friend of Labour
award in 1993.
Our Independent Directors
Our Independent Directors, namely, Mr. Low Seow Juan, Mr. Steven Lim Kok Hoong and Mr. Leong
Horn Kee, by accepting their respective appointments as Independent Directors have (i) confirmed that they
are able to discharge their respective responsibilities as Independent Directors of our Company and
(ii) undertaken to ensure that sufficient time and attention will be given to the affairs of our Company.
Family Relationship
None of our Directors is related to one another or to any of our executive officers or to any of our
substantial shareholders.
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Arrangements or Understandings
Except as disclosed above, there are no arrangements or understandings with any of our substantial
shareholders, customers or suppliers or other persons pursuant to which any of our Directors or executive
officers were appointed or selected.
Service Agreements with Directors
On 4 November 2010, we entered into service agreements with our Chairman and Chief Executive
Officer, Mr. Daniel Yeong Bou Wai, and our Executive Director and Chief Financial Officer, Ms. Sheila Ng
Won Lein, which replaced their earlier service agreements.
Under their service agreements, Mr. Daniel Yeong Bou Wai and Ms. Sheila Ng Won Lein will each
receive a monthly salary and be entitled to participate in our Company’s benefit plans (such as medical and
insurance schemes). They will also be eligible to receive a variable bonus and 1.5% and 0.5%, respectively, of
the audited consolidated net profit after tax of our Group each year and be eligible to participate in our Share
Plans.
They will each be employed by our Company for a term of three years commencing from the date of the
Listing. Their service agreements may be terminated at any time during the term and thereafter by either
ourselves or Mr. Yeong or Ms. Ng, as the case may be, by providing the other party with not less than six
months’ written notice or, at our option, the payment of a sum equivalent to six months salary in lieu of such
notice.
They are generally bound by confidentiality obligations and are required to observe non-compete
restrictions whereby each of them has covenanted not to be employed in or carry on business in competition
with our Group or solicit our senior employees, suppliers, customers, officers, agents or consultants of our
Group in countries in which the Group has carried on business for six months after the date of cessation of
employment under the relevant service agreement.
There are no existing or proposed service agreements entered into or to be entered into by the Company
or any of its subsidiaries with any of our Directors which provides for benefits (in the form of stock options,
pensions, retirement or other benefits) upon the termination of employment.
Term of office
Our Directors do not currently have a fixed term of office. Each Director is required to retire from office
once every three years and for this purpose, at each annual general meeting, one-third of the Directors for the
time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) is
required to retire from office by rotation and will be eligible for re-election at that annual general meeting (the
Directors so to retire being those longest in office).
Our Audit Committee
The terms of reference of our Audit Committee provide that it shall comprise Non-Executive Directors,
a majority of whom, including the Chairman, shall be independent. The members of our Audit Committee as
of the date of this document comprise our Independent Directors, Mr. Steven Lim Kok Hoong, Mr. Low Seow
Juan and Mr. Leong Horn Kee. The Chairperson of our Audit Committee is Mr. Steven Lim Kok Hoong.
Responsibilities of our Audit Committee include, among others:
assisting our Board of Directors in discharging its statutory responsibilities on financing and
accounting matters;
reviewing significant financial reporting issues and judgments to ensure the integrity of the financial
statements and any formal announcements relating to financial performance;
reviewing the scope and results of the audit and its cost effectiveness, and the independence and
objectivity of the external auditors;
reviewing the adequacy of our internal controls comprising internal financial controls, operational and
compliance controls, including procedures for entering into hedging transactions, and risk management
policies and systems established by the management (collectively, “internal controls”), ensuring that
such review of the effectiveness of the internal controls is conducted at least annually;
reviewing, with the external auditor, his evaluation of the system of internal accounting controls;
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eviewing the key financial risk areas, the risk management structure and any oversight of the risk
management process and activities to mitigate and manage risk at acceptable levels determined by our
Board of Directors;
reviewing the statements to be included in the annual report concerning the adequacy of the internal
controls, including financial, operational and compliance controls, and risk management systems and
disclosing the outcome of reviews of the key financial risk areas in the annual report;
reviewing any Interested Person Transactions. See “Interested Person Transactions and Potential
Conflicts of Interests”;
reviewing the cash and fund management policies approved by our Board of Directors and any
deviation from such policies;
reviewing all hedging policies (such as foreign currency exchange, interest rate and commodity risks)
and instruments approved by our Board of Directors, if any, and any deviation from such policies;
monitoring and reviewing the effectiveness of our internal audit function;
appraising and reporting to our Board of Directors on the audits undertaken by the external auditors
and internal auditors, the adequacy of disclosure of information, and the appropriateness and quality of
the system of management and internal controls; and
making recommendations to our Board of Directors on the appointment, reappointment and removal of
the external auditor, and approving the remuneration and terms of engagement of the external auditor.
Apart from the duties listed above, the Audit Committee will ensure that arrangements are in place for
employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters.
The Audit Committee will commission and review the findings of internal investigations into such matters or
matters where there is any suspected fraud or irregularity, or failure of internal controls, or infringement of
any law, rule or regulation which has or is likely to have a material impact on the Group’s operating results
and financial position. The Audit Committee will also ensure that the appropriate follow-up actions are taken.
Each member of our Audit Committee will abstain from voting on any resolutions in respect of matters in
which he is or may be interested.
The Board will engage an external firm to conduct an annual internal control and accounting systems
audit of our Group. The Audit Committee will review the scope of work of the external firm which will report
directly to the Audit Committee.
The Company will seek the prior consent of SGX-ST for any proposed change in the auditor of the
Company or its significant subsidiaries and associated companies.
Our Nominating Committee
The terms of reference of our Nominating Committee provide that a majority of its members, including
the Chairman, shall be independent. The members of our Nominating Committee as of the date of this
document comprise our Directors, Mr. Low Seow Juan, Mr. Leong Horn Kee and Mr. Daniel Yeong Bou Wai.
The Chairperson of our Nominating Committee is Mr. Leong Horn Kee. Responsibilities of our Nominating
Committee include, among others:
recommending to our Board of Directors candidates for senior management positions (such as Chief
Executive Officer and Chief Financial Officer) and candidates for directorships (including executive
directorships);
recommending to our Board of Directors the re-election by our shareholders of any Directors under
the retirement provisions in accordance with our Articles of Association;
reviewing and determining annually if a Director is independent, in accordance with the Code of
Corporate Governance 2005 (the “Code”) and any other salient factors;
reviewing the composition of our Board of Directors annually to ensure that our Board of Directors
has an appropriate balance of expertise, skills, attributes and abilities; and
where a Director has multiple board representations, deciding whether the Director is able to and has
been adequately carrying out his duties as Director.
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Our Nominating Committee will decide how our Board of Directors’ performance is to be evaluated and
propose objective performance criteria which address how our Board of Directors has enhanced long-term
shareholders’ value. The Nominating Committee will also carry out a performance evaluation process to assess
the effectiveness of our Board of Directors as a whole and for assessing the contribution of each individual
Director to the effectiveness of our Board of Directors and decide whether or not a Director is able to and has
been adequately carrying out his duties as a Director. Each member of the Nominating Committee shall
abstain from voting on any resolutions in respect of the matter in which he has an interest.
Our Remuneration Committee
The terms of reference of our Remuneration Committee provide that it shall comprise Non-Executive
Directors, a majority of whom, including the Chairman, shall be independent. The members of our
Remuneration Committee as of the date of this document comprise our Directors, Mr. Low Seow Juan and
Mr. Leong Horn Kee. The Chairman of our Remuneration Committee is Mr. Low Seow Juan. Responsibilities
of our Remuneration Committee include, among others:
recommending to our Board of Directors, in consultation with the Chairman of our Board of Directors,
a comprehensive remuneration policy framework and guidelines for remuneration of our Directors and
key executives;
deciding specific remuneration packages for each of the Directors and the Chief Executive Officer
covering all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances,
bonuses, options and benefits in kind;
in the case of service agreements, consider what compensation commitments the Directors’ or
executive officers’ contracts of service, if any, would entail in the event of early termination with a
view to be fair and avoid rewarding poor performance and to recognise the duty to mitigate loss; and
approving performance targets for assessing the performance of each of the key managerial personnel
and recommend such targets as well as employee specific remuneration packages for each of such key
managerial personnel, for endorsement by our Board of Directors.
Our Remuneration Committee also periodically considers and reviews remuneration packages in order to
maintain their attractiveness, to retain and motivate the Directors and key executives and to align the interests
of management with the Group and shareholders through the participation in the respective share plans
implemented or that may be implemented by the Group.
If a member of the Remuneration Committee has an interest in a matter being reviewed or considered by
the Committee, he shall abstain from voting on that matter.
Our Board of Directors has appointed Mr. Low Seow Juan to be the Lead Independent Director of our
Company. As the Lead Independent Director, Mr. Low’s scope of work will include being available to
shareholders where they have concerns which contact through the normal channels of our Chairman or Chief
Financial Officer has failed to resolve or for which such contact is inappropriate.
Independence of our Independent Directors
The Code recommends that there should be a strong and independent element on the board of directors
which is able to exercise objective judgment on corporate affairs independently, in particular, from the
management of the company. Under the Code, an “independent director” is defined as one who has no
relationship with the listed company (the “Listco”), its related companies or its officers that could interfere, or
be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a
view to the best interests of the Listco. Examples of relationships, which deem a director not to be
independent, include:
(a) a director being employed by the Listco or any of its related companies for the current or any of
the past three financial years;
(b) a director who has an immediate family member who is, or has been in any of the past three
financial years, employed by the Listco or any of its related companies as a senior executive
officer whose remuneration is determined by the remuneration committee;
(c) a director, or an immediate family member, accepting any compensation from the Listco or any of
its subsidiaries other than compensation for board service for the current or immediate past
financial year; and
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(d) a director, or an immediate family member, being a substantial shareholder of or a partner in (with
5.0% or more stake), or an executive officer of, or a director of any for-profit business
organisation to which the Listco or any of its subsidiaries made, or from which the Listco or any
of its subsidiaries received, significant payments in the current or immediate past financial year.
As a guide, payments aggregated over any financial year in excess of S$200,000 should generally
be deemed significant.
Our Executive Officers
The following table sets forth information regarding our executive officers as of the Latest Practicable
Date:
Name Age Address Position
Daniel Yeong Bou Wai ............. 51 11Evelyn Road
#16-01 Setia Residences
Singapore 309304
Peter Ho Kheong Chun ............. 59 124Jurong East Street 13
#23-17 Ivory Heights
Singapore 600124
Sheila Ng Won Lein ............... 44 24TaiKengAvenue
Tai Keng Garden
Singapore 535508
Ang Tong Huat ................... 46 419Yishun Avenue 11
#05-383
Singapore 760419
Bay Lim Thiam. .................. 48 860Jurong West St 81
#12-594
Singapore 640860
Chong Yong Min. ................. 59 46Jalan Haji Alias
Singapore 268539
Goh Sing Hook ................... 52 160Sixth Avenue
#04-02
Singapore 276537
Catherine Lau Wee Nah. ............ 45 130Springside Avenue
Singapore 786457
Lee Jeff Kingsley ................. 53 7Jalan Kebaya
Singapore 278297
Ling Ka Yew. .................... 50 No40,CP8/27 Taman Cheras
Perdana, Batu 93 ⁄4
Jalan Cheras, 43200,
Selangor, Malaysia
Quek Pek Chuan .................. 46 856D Tampines Street 82
#02-196
Singapore 524856
Yuen Yeng Kwong ................ 48 510East Coast Road
#05-12
Singapore 459135
Chairman and
Chief Executive
Officer
Executive Director,
Precision
Engineering
Chief Financial
Officer
President, Europe
region
Vice-President,
Eastern China
region
President, China
region
Chief Marketing
Officer
Vice-President,
Finance
President, South
Asia region
Chief Technical
Officer
Chief Design and
Development
Officer
Supply Chain
Officer
Mr. Daniel Yeong Bou Wai
Mr. Daniel Yeong Bou Wai is the Chairman and Chief Executive Officer of our Company. Details of his
working experience are set out under “— Experience of our Board of Directors”.
Mr. Peter Ho Kheong Chun
Mr. Peter Ho Kheong Chun is Executive Director, Precision Engineering of our Company, and oversees
the precision engineering operations of our Group. Details of his working experience are set out under
“— Experience of our Board of Directors”.
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Ms. Sheila Ng Won Lein
Ms. Sheila Ng Won Lein is the Chief Financial Officer of our Company. Details of her working
experience are set out under “— Experience of our Board of Directors”.
Mr. Ang Tong Huat
Mr. Ang Tong Huat is the President of our Group’s Europe region operations. Mr. Ang joined our Group
in 2008. Prior to joining our Group, Mr. Ang was at GES Singapore Pte Ltd from 2003 to 2008 as country
general manager and vice president of China and from 1998 to 2003 as division manager of manufacturing
operations. Mr. Ang has worked in the field of quality assurance in Elbiru Electronics Pte Ltd from 1997 to
1998, SCI Manufacturing (S) Pte Ltd from 1992 to 1997 and Tri-M Technologies Pte Ltd from 1990 to 1992,
and was a quality assurance supervisor with Seagate International from 1988 to 1990, where he was
responsible for quality assurance related work.
Mr. Ang graduated from Ngee Ann Polytechnic, Singapore in 1985 with a Technician Diploma in
Shipbuilding and Repair Technology. He also obtained a diploma in Business Efficiency & Productivity
(Production Management) from the NPB Institute for Productivity Training in 1990. Mr. Ang attended the
Advanced Diploma in Business Administration programme from PSB Academy from 1996 to 1998.
Mr. Bay Lim Thiam
Mr. Bay Lim Thiam is the Vice-President of our Group’s Eastern China region operations, where he is in
charge of our Group’s Suzhou and Shanghai plants. Mr. Bay has been with the Group since 1989 until the
present, serving managerial functions in various departments within the Group. Prior to joining the Group,
Mr. Bay took on various managerial positions in E M Tools Pte Ltd from 1986 to 1989 as the overall incharge
of tool manufacturing.
Mr. Bay obtained a Diploma in Production Technology from the German-Singapore Institute, Singapore in
1986.
Mr. Chong Yong Min
Mr. Chong Yong Min is the President of our Group’s China region operations, as well as our General
Manager. Mr. Chong joined our Group in 2002 and is responsible for the business development and factory
operations of our Group’s business in China. Prior to joining our Group, Mr. Chong held managerial positions in
Hitachi Electronic Devices (S) Pte Ltd from 1978 to 2001. He was a personnel officer dealing with human
resource matters at the Sembawang Shipyard from 1977 to 1978 and was a management trainee (marketing) with
Sembawang Engineering from 1975 to 1977.
Mr. Chong graduated from the Nanyang University, Singapore in 1975 with a Bachelor of Commerce
degree.
Mr. Goh Sing Hook
Mr. Goh Sing Hook is our Chief Marketing Officer. Mr. Goh joined our Group in 2008. Prior to joining
our Group, Mr. Goh was the sales director of GES from 1989 to 2007 where he headed the sales team. From
1986 to 1988, Mr. Goh was employed as a sales manager of Ecolab Pte Ltd, a US company specialising in
water treatment. From 1983 to 1986, Mr. Goh was a project engineer of UMW. He began his career in 1982
as a sales executive with ChemLab.
Mr. Goh obtained an Advanced Diploma in Business Administration from the Association of Business
Executives in 1987 and a Diploma in Marketing from the Institute of Marketing, the United Kingdom in 1985.
Mr. Goh graduated from Singapore Polytechnic in 1979 with a Diploma in Marine Engineering.
Ms. Catherine Lau Wee Nah
Ms. Catherine Lau Wee Nah is the Vice-President of our Group’s Finance department. Ms. Lau joined
our Group in 2008. Prior to joining our Group, Ms. Lau served as vice president of finance in GES from 1995
to 2008. Prior to working for GES, Ms. Lau was an audit senior in audit firm Foo, Kon & Tan.
Ms. Lau was admitted as an associate of the Association of Chartered Certified Accountants, a
professional body based in the United Kingdom, from 1993 to 1998 and from 1998 to now as a fellow of the
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same body. She is also a certified public accountant certified by the Institute of Certified Public Accountants
of Singapore.
Mr. Lee Jeff Kingsley
Mr. Lee Jeff Kingsley has been the President of our Group’s operations in the South Asia region since
2007. Mr. Lee first joined our Group in 1985, but left in 1988 to take on various managerial positions with
other manufacturing companies, including NCT Technology Pte Ltd (1995 to 1997), Metal Component
Engineering Pte Ltd (1990 to 1995) and Lek Sun Industrial Pte Ltd (1988 to 1990), before rejoining our
Company in 1997. Mr. Lee also gained experience as a production engineer with Smith Corona Pte Ltd from
1982 to 1985 and, prior to that, as a tooling analyst with GE Controls Pte Ltd from 1979 to 1982.
Mr. Lee holds a Technician Diploma in Mechanical Engineering from the Singapore Polytechnic. He
was awarded a Grade Two National Trade Certificate in tool and die making from the Industrial Training
Board of Singapore in 1976 and awarded the certificate of Craftsman from the Tata Government Training
Centre Singapore in 1978.
Mr. Ling Ka Yew
Mr. Ling Ka Yew has been the Chief Technical Officer of our Group since 2008. He oversees technical
and tooling matters and is also in charge of research and development. He joined our Group in 2004 from
Kris Components Bhd and was the head of corporate technical of our Group from 2007 to 2008. Between
1983 and 2004, Mr. Ling worked in Kris Components Bhd in various positions: chief operating officer (1999
to 2008), general manager (1994 to 1999), factory manager (1990 to 1994), technical manager (1989 to 1990),
senior executive (1988 to 1989) and various tooling executive positions (1983 to 1988).
Mr. Ling obtained a Diploma from the Technical Training Institute, Kuala Lumpur in 1983.
Mr. Quek Pek Chuan
Mr. Quek Pek Chuan is the Chief Design and Development Officer of our Group since 2008. Mr. Quek
joined our Group in 2008 and is responsible for the overall management of the research and development
function of our Group. Prior to joining our Group, Mr. Quek was the Vice-President (R&D) of GES Singapore
Pte. Ltd. from 1993 to 2008. In that position, he undertook research and development work relating to the
design and manufacturing of information technology and industrial products. Mr. Quek worked as a System
Engineer in SIS Technologies in 1990, where he was involved in building, testing and repairing information
technology products, prior to his enrolment in the Nanyang Technological University. Prior to that, Mr. Quek
worked in SAFT Singapore Pte Ltd from 1987 to 1989.
Mr. Quek graduated from Ngee Ann Polytechnic in 1985 with a Technical Diploma (Electrical &
Electronic Engineering) and later from the Nanyang Technological University, Singapore in 1993 with a
Bachelor of Electrical Engineering (Hons) degree.
Mr. Yuen Yeng Kwong
Mr. Yuen Yeng Kwong is the Supply Chain Officer of our Group, where he is responsible for the overall
management of our Group’s supply chain. Mr. Yuen joined our Group in 2008. Prior to joining our Group,
Mr. Yuen worked in GES Singapore Pte. Ltd. from 1997 to 2008, where he started out as a procurement
manager before he became the vice president of the materials department in 2007. Between 1986 and 1996,
Mr. Yuen worked in Seagate Technology, where he started out as a buyer and planner before he became the
procurement engineer with the sourcing department in 1992.
Mr Yuen graduated from the University of London, United Kingdom in 1996 with a Bachelor of Science
degree in Economics and Management Studies.
Compensation
The compensation in bands of S$250,000, paid by us to our Directors and our executive officers,
including our top five (in terms of compensation) executive officers for services rendered to our Group in all
capacities on an aggregate basis in the fiscal years ended 2009 and 2010 (being the last two most recent
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completed fiscal years) and the estimated compensation, including any benefits in kind, to be paid by us for
the whole of the current fiscal year, is as follows:
Fiscal Year
2011
Name 2009 2010 (Estimated)
Directors:
Daniel Yeong Bou Wai ............................................ E F D
Peter Ho Kheong Chun ............................................ C C B
Sheila Ng Won Lein .............................................. B C B
William Edward Alastair Morrison ................................... A A A
Sigit Prasetya ................................................... A A A
Steven Lim Kok Hoong. ........................................... N.A. N.A. A
Leong Horn Kee ................................................. N.A. N.A. A
Low Seow Juan ................................................. N.A. N.A. A
Executive Officers:
Ang Tong Huat .................................................. B B A
Bay Lim Thiam ................................................. B B B
Chong Yong Min ................................................ B B B
Goh Sing Hook. ................................................. A B A
Catherine Lau Wee Nah ........................................... A A A
Lee Jeff Kingsley ................................................ B B B
Ling Ka Yew ................................................... B B A
Quek Pek Chuan ................................................. A A A
Yuen Yeng Kwong ............................................... A A A
Remuneration bands:
“A” refers to remuneration below the equivalent of S$250,000.
“B” refers to remuneration between the equivalent of S$250,001 and S$500,000.
“C” refers to remuneration between the equivalent of S$500,001 and S$750,000.
“D” refers to remuneration between the equivalent of S$750,001 and S$1,000,000.
“E” refers to remuneration between the equivalent of S$1,000,001 and S$1,250,000.
“F” refers to remuneration between the equivalent of S$1,750,001 and S$2,000,000.
“N.A.” means not applicable as the relevant Director or executive officer had not been appointed in that fiscal year.
Fiscal year 2008 and 2009 remuneration is comprised of salary, bonuses, either allowances for the use of a car or its value
in kind for a company car provided, and central provident fund contributions. For employees who are posted overseas,
remuneration also includes overseas allowances and benefits in kind such as a car and housing.
Fiscal year 2011 estimated compensation is based on salary, an estimated bonus of one month’s salary, estimated central
provident fund contributions and estimated benefits as set out in the preceding paragraph. Allowances and benefits for
employees posted overseas are expected to remain the same. Our Share Plans and forms of variable compensation that
depend on the performance of the Company, such as performance bonuses, are excluded.
Our Share-Based Incentive Plans
On 4 November 2010, our shareholder approved a performance share plan known as the Performance
Share Plan (the “Performance Share Plan”) and a restricted share plan known as the Restricted Share Plan
(the “Restricted Share Plan”, together with the Performance Share Plan, the “Share Plans”).
The objectives of the Share Plans are to reward and retain staff whose contributions are essential to the
well-being and prosperity of the Group, to give recognition to outstanding employees and executive directors
who have contributed to the growth of the Group and to strengthen the Group’s competitiveness in attracting
and retaining talented key senior management and employees. The Plans will give participants an opportunity
to have a personal equity interest in the Company and will help to achieve the following objectives:
(a) (in the case of the Performance Share Plan) to maintain and promote a strong performance emphasis
which is linked to the share-based rewards opportunity;
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(b) to significantly support the retention of key employees and directors whose contributions are essential to
the long-term growth and prosperity of the Company;
(c) to provide competitive and perceived motivational compensation opportunity to participants of the Plans;
(d) to align the interests of participants to the interests of our shareholders and the Company’s long-term
performance; and
(e) to be simple and transparent to enable the smooth administration of the Plans.
The participants (“Plan Participants”) will receive awards comprising fully-paid Shares, or the
equivalent in cash or a combination of both (the “Award”), where applicable. In deciding on an Award to be
granted to a Plan Participant who is an employee or executive director, the committee administering the Share
Plans will take into account such criteria as it considers fit, including (but not limited to) the Plan Participant’s
rank, job performance, years of service and potential for future development and contribution to the success
and development of the Group and (where for an Award to be granted under the Performance Share Plan) the
extent of effort and difficulty with which the performance condition(s) may be achieved within the
performance period. An Award to be granted under the Restricted Share Plan to a Non-Executive Director will
be based on his contribution to the success and development of the Group.
Under the Performance Share Plan, the final number of Shares to be released will depend on the
achievement of pre-determined targets over a specified performance period. No Shares will be released if the
threshold targets are not met at the end of the performance period. There is no further vesting period for
Shares released under the Performance Share Plan at the end of the performance period.
Under the Restricted Share Plan, the final number of Shares will be released over a specified vesting
period, subject to the vesting schedule and conditions set and approved by the committee administering the
Share Plans at the date of grant of an Award.
The aggregate number of new Shares to be issued under the Share Plans is subject to a maximum limit
of 15.0% of our total issued share capital (excluding Shares held by the Company as treasury shares) on the
date preceding the date of the relevant Award.
The reason for having the Share Plans is to give us greater flexibility in structuring the compensation
packages of eligible participants to address particular objectives referred to above and to provide an additional
tool to differentiate the compensation and rewards needs of various employee groups in the Company.
As of the date of this document, Awards have been granted under the Restricted Share Plan to three of
our Directors and certain of our executive officers. The grant of the Awards is subject to the Listing of the
Company and will vest annually over a period of five years commencing on the first anniversary of the
Listing.
The rules of the Share Plans may be inspected by shareholders at the registered office of our Company
for a period of six months from the date of registration of the Singapore Prospectus. See Appendix B of this
document for a summary of the rules of the Share Plans.
Disclosures in annual report
The following disclosures (as applicable) will be made by us in our annual report for so long as the
Share Plans continue in operation:
(a) the names of the members of the committee administering the Share Plans;
(b) in respect of the following Plan Participants of the Share Plans:
(i) Directors of the Company;
(ii) Controlling Shareholders of the Company and their associates (as defined in the Listing Manual);
(iii) Plan Participants (other than those in paragraphs (i) and (ii) above) who have received Shares
pursuant to the release of Awards granted under each of the Share Plans which, in aggregate,
represent 5.0% or more of the aggregate of:
(1) the total number of new Shares available under the Share Plans collectively; and
(2) the total number of existing Shares purchased for delivery of Awards released under the
Share Plans collectively,
105

the following information:
(1) the name of the Plan Participant;
(2) the following particulars relating to Awards released under the Share Plans:
(aa) the number of new Shares issued to such Participant during the financial year under
review; and
(bb) the number of existing Shares transferred to such Participant during the financial year
under review;
(c) in relation to each of the Share Plans, the following particulars:
(i) the aggregate number of Shares comprised in Awards granted under the Share Plans since their
commencement to the end of the financial year under review;
(ii) the aggregate number of Shares comprised in Awards which have vested under each of the Share
Plans during the financial year under review and in respect thereof, the proportion of:
(1) new Shares issued; and
(2) existing Shares transferred, and where existing Shares were purchased for transfer, the range
of prices at which such Shares have been purchased,
upon the release of the vested Awards granted under each of the Share Plans; and
(iii) the aggregate number of Shares comprised in Awards granted under each of the Share Plans which
have not been released, as at the end of the financial year under review.
Administration of the Share Plans
The Share Plans will be administered by the Company’s Remuneration Committee (“Remuneration
Committee”). In compliance with the requirements of the Listing Manual, a Plan Participant of the Share
Plans who is a member of the Remuneration Committee shall not be involved in its deliberations in respect of
Awards (as the case may be) to be granted or held by that member of the Remuneration Committee.
Duration of the Share Plans
The Share Plans shall continue to be in force at the discretion of the Remuneration Committee, subject
to a maximum period of ten (10) years commencing on the date of adoption of the Share Plans by the
Company in general meeting, provided always that the Share Plans may continue beyond the above stipulated
period with the approval of the Company’s shareholders by ordinary resolution in general meeting and of any
relevant authorities which may then be required.
The Share Plans may be terminated at any time by the Remuneration Committee or, at the discretion of
the Remuneration Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Share Plans are so terminated, no further Awards shall be granted
by the Remuneration Committee hereunder.
The expiry or termination of the Share Plans shall not affect Awards which have been granted prior to
such expiry or termination, whether such Awards have been released (whether fully or partially) or not.
Participation of executive directors and employees of subsidiaries
The extension of the Share Plans to executive directors and employees of subsidiaries allows us to have
a fair and equitable system to reward and recognise the contributions of executive directors and employees to
our long-term growth. We believe that the Share Plans will also enable us to attract, retain and motivate such
executive directors and employees to strive towards higher standards of performance as well as encourage
greater dedication and loyalty by enabling us to give recognition to past contributions and services as well as
encouraging such executive directors and employees to continuously contribute to our long-term growth.
Employees and directors of associated companies will not be eligible to participate in the Share Plans.
106

Participation of Controlling Shareholders
Controlling Shareholders and their associates (as defined in the Listing Manual) are eligible to
participate in the Share Plans if their participants and Awards are approved by independent Shareholders in
separate resolutions for each such participant and for each such Award.
The aggregate number of Shares available to each Controlling Shareholder or his associate must not
exceed 10.0% of the Shares available under the Share Plans. The aggregate number of Shares available to
Controlling Shareholders and their associates must not exceed 25.0% of the shares available under the Share
Plans.
Financial Effects of the Share Plans
(a) Share Capital
Equity-settled Share Plans may result in an increase in our Company’s issued share capital when new
Shares are issued to Plan Participants pursuant to the grant of the Awards. If existing Shares are purchased,
instead of new Shares issued for delivery to participants, the Share Plan will have no impact on our
Company’s issued share capital.
(b) Costs to our Group
Employees of the Group receive remuneration in the form of share awards as consideration for services
rendered. The cost of these equity-settled transactions with employees is measured by reference to the fair
value of the Awards at the date on which the Awards are granted. This cost is recognised in profit or loss, with
a corresponding increase in the employee share reserve, over the vesting period. The cumulative expense
recognised at each reporting date until the vesting date reflects the extent to which the vesting period has
expired and the Group’s best estimate of the number of Awards that will ultimately vest. The charge or credit
to profit or loss for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period.
No expense is recognised for Awards that do not ultimately vest, except for Awards where vesting is
conditional upon a market condition, which are treated as vested irrespective of whether or not the market
condition is satisfied, provided that all other performance and/or service conditions are satisfied. The employee
share reserve is transferred to retained earnings upon expiry of the share awards.
Outstanding Awards granted before IPO
As of the date of this document, subject to the Listing taking place, Awards have been granted under the
Restricted Share Plan to three of our Directors and certain of our executive officers. No consideration was
paid by any of them in respect of the Awards granted. The total value of the Awards is S$6,060,515.
Details of the Awards granted to our Directors and our executive officers under the Restricted Share
Plan, including the date of grant of the Award, the value of the Awards, the number of Shares in respect of
granted Awards based on the Offering Price per Share, and the vesting period of the Awards, as of the date of
this document are set out below:
Name
Date of
Grant of
Award
Total Value of
Award (S$)
Number of
Shares in Respect of
Grant of Awards Vesting Period of Awards
Our Directors
Daniel Yeong Bou Wai. . 1 December 2010 3,750,000 2,884,615 First to fifth anniversary
of the Listing Date
Sheila Ng Won Lein. ... 1December 2010 702,975 540,750 First to fifth anniversary
of the Listing Date
Peter Ho Kheong
Chun .............
Our Executive
Officers (1) .........
1 December 2010 335,000 257,692 First to fifth anniversary
of the Listing Date
1 December 2010 1,272,540 978,877 First to fifth anniversary
of the Listing Date
Total ............... 6,060,515 4,661,934
(1) Includes certain of our executive officers except Mr. Daniel Yeong Bou Wai, Ms. Sheila Ng Won Lein and Mr. Peter Ho Kheong
Chun.
107

The above Awards will vest equally and annually over a period of five years commencing on the first
anniversary of the Listing. The Awards are not expected to have a material impact on our results of operations
for fiscal year 2011.
As of the date of this document, no Awards have been granted under the Performance Share Plan.
Contingent Awards, which represent unfunded and unsecured rights to receive ordinary shares in the
capital of the Company, are granted to eligible participants as the Remuneration Committee may select in its
absolute discretion. Upon the achievement of certain performance targets set by the Remuneration Committee
for Awards granted under the Performance Share Plan and upon the expiration of the respective vesting
periods for Awards granted under the Restricted Share Plan, as the case may be, the Shares will vest and
ordinary shares of the Company will then be delivered to the participants with no exercise or purchase price
payable and in accordance with the terms of the Share Plans.
For more information on the Share Plans, see “Appendix B — Summary of the Rules of our Share
Plans”.
Principal Directorships of our Directors and Executive Officers
The list of present and past principal directorships held by our Directors and executive officers in the
last five years preceding the date of this document is as follows:
Name Present Past
Directors
Daniel Yeong Bou Wai ............. AEComponents Sdn. Bhd.
AE Polymer Sdn. Bhd.
AE Rubber Sdn. Bhd.
AE Technology Sdn. Bhd.
Amlab Services Pte. Ltd.
Amtek Engineering Ltd
Amtek Europe Development
Amtek Huizhou (H.K.)
Industries Limited
Amtek (Huizhou) Industries
Ltd.
Amtek Industries Pte Ltd
Amtek International Pte Ltd
Amtek Investments Pte Ltd
Amtek Metalforming
(Shanghai) Co., Ltd.
Amtek Precision Engineering
(Shanghai) Co., Ltd
Amtek Precision Technology
(Hanoi) Co., Ltd
Amtek Precision Technology
(India) Private Limited
Amtek Precision Technology
Pte. Ltd.
Amtek (Suzhou) Precision
Engineering Co., Ltd.
Amtek Technology (H.K.)
Limited
Amtek Technology Pte Ltd
108
GES International Limited
GES Investment Pte Ltd
GES Manufacturing Service
(M) Sdn Bhd
GES Manufacturing Services
(M) Sdn Bhd Singapore Branch
GES (Singapore) Pte Ltd
Metcomp Co.
Metcomp Holdings
Shanghai GES Information
Technology Co., Ltd

Name Present Past
Amtek (USA) Enterprises Inc.
Amtek (Zhongshan) Industries
Ltd
Huizhou Amtek Technology
Ltd.
Lian Jun Industrial Pte Ltd
Lian Jun Plastic Technology
Pte Ltd
Metcomp Co (Singapore) Pte.
Ltd.
Np Enterprise (S) Pte Ltd
PT Amtek Engineering Batam
PT Amtek Engineering Jakarta
PT Amtek Plastic Batam
PT Amtek Precision
Components Batam
Rising Effort Sdn. Bhd.
School of Science and
Technology, Singapore
Timespace Trading Limited
Sheila Ng Won Lein ............... AEComponents Sdn. Bhd.
AE Polymer Sdn. Bhd.
AE Rubber Sdn. Bhd.
AE Technology Sdn. Bhd.
Amlab Services Pte. Ltd.
Amtek Engineering Ltd
Amtek Europe Development
Amtek Huizhou (H.K.)
Industries Limited
Amtek (Huizhou) Industries
Ltd.
Amtek Hungary ZRT
Amtek Industries Pte Ltd
Amtek International Pte Ltd
Amtek Investments Pte Ltd
Amtek Metalforming
(Shanghai) Co., Ltd.
Amtek Mexico S.A. de C.V.
Amtek Precision Engineering
France
Amtek Precision Engineering
(Shanghai) Co., Ltd.
Amtek Precision Technology
(Hanoi) Co., Ltd
Amtek Precision Technology
(India) Private Limited
109
AE Surface-Tech Sdn Bhd
Eltech Electronics Technology
(Singapore) Pte Ltd
GES Manufacturing Services
(M) Sdn Bhd
GES Manufacturing Services
(M) Sdn Bhd Singapore Branch
Metcomp Holdings
Shanghai GES Information
Technology Co., Ltd
SME Investment Pte Ltd
Spectrum Tech (Singapore) Pte
Ltd

Name Present Past
Amtek Precision Technology
Pte. Ltd.
Amtek (Suzhou) Precision
Engineering Co., Ltd.
Amtek Technology Pte Ltd
Amtek Technology (H.K.)
Limited
Amtek (USA) Enterprises Inc.
Amtek (Zhongshan) Industries
Ltd.
Cheval Electronic Enclosures
Co., Ltd
Fischer Tech Ltd
Huizhou Amtek Technology
Ltd.
Lian Jun Industrial (H.K.)
Limited
Lian Jun Industrial Pte Ltd
Lian Jun Plastic Technology
Pte Ltd
PT Amtek Engineering Batam
PT Amtek Engineering Jakarta
PT Amtek Plastic Batam
PT Amtek Precision
Components Batam
Rising Effort Sdn. Bhd.
Timespace Trading Limited
Peter Ho Kheong Chun ............ AEComponents Sdn. Bhd.
AE Technology Sdn. Bhd.
Amlab Services Pte. Ltd.
Amtek Engineering Ltd
Amtek Europe Development
Amtek Holdings Pte Ltd
Amtek Huizhou (H.K.)
Industries Limited
Amtek (Huizhou) Industries
Ltd.
Amtek Industries Pte Ltd
Amtek International Pte Ltd
Amtek Investments Pte Ltd
Amtek Metalforming
(Shanghai) Co., Ltd.
Amtek Mexico S.A. de C.V.
Amtek Precision Engineering
France
110
AE Surface-Tech Sdn Bhd
Amnitek Corporation
Amtek Corporation
Inovasia Design Pte Ltd
Kee Yip Mould Company
Limited

Name Present Past
Amtek Precision Engineering
(Shanghai) Co., Ltd.
Amtek Precision Technology
(Hanoi) Co., Ltd
Amtek Precision Technology
(India) Private Limited
Amtek Precision Technology
Pte. Ltd.
Amtek (Suzhou) Precision
Engineering Co., Ltd.
Amtek Technology Pte Ltd
Amtek (Zhongshan) Industries
Ltd.
Cheval Electronic Enclosures
Co., Ltd
Huizhou Amtek Technology
Ltd.
Lian Jun Industrial Pte Ltd
Lian Jun Plastic Technology
Pte Ltd
PT Amtek Engineering Batam
PT Amtek Engineering Jakarta
PT Amtek Plastic Batam
PT Amtek Precision
Components Batam
Sigit Prasetya. ................... Amtek Engineering Ltd
Asia 4D Company Limited
Asia 4D Holdings Limited
Asia Color Company Limited
Asia Color Holdings Limited
Asia Fastening (Cayman)
Company Limited
Asia Fastening (US), Inc.
Asia Trading Group Limited
Asia Trading Holdings Limited
Avdel Holdings (Hong Kong)
Limited
Global Fastening (Cayman)
Company Limited
Global Fastening (US), Inc.
Infastech Company Limited
Infastech Intellectual Properties
Pte. Ltd.
Infastech (Labuan) Ltd
Infastech Limited
Magnum Holdings Sd. Bhd.
111
Asia Meadow Pte.Ltd.
Asia Precision Metals
(Singapore) Pte. Ltd.
GS Paper & Packaging Sdn
Bhd
Meadow Asia Holdings Pte.Ltd.
Metcomp Co.
Metcomp Group Holdings
Metcomp Holdings
Paperbox Company Limited
Paperbox Holdings Limited

Name Present Past
Meadow Asia Company
Limited
Meadow Asia Holdings Limited
Metcomp Co (Singapore) Pte.
Ltd.
PT Matahari Department Stores
Tbk
PT Meadow Indonesia
Spare Group Limited
Spare Holdings Limited
William Edward Alastair Morrison. . . Amtek Engineering Ltd
Asia Fastening (Cayman)
Company Limited
Asia Fastening (US), Inc
Asia Trading Holdings Limited
Avdel Holdings (Hong Kong)
Limited
Business Companion
Investments Limited
Culina Holdings Pte Ltd
Global Fastening (Cayman)
Company Limited
Global Fastening (US), Inc
Infastech Company Limited
Infastech Intellectual Properties
Pte Ltd
Infastech Limited
Infastech (Labuan) Ltd
Merlion India Managers Ltd
Metcomp Co (Singapore) Pte.
Ltd.
MMI Technoventures Pte Ltd
Otto Marine Ltd
Scomi Oilfields Limited
Sei Woo Technologies Limited
Sincere Holdings Ltd
Sincere Watch Ltd
Standard Chartered Private
Equity Managers (Singapore)
Pte Ltd
Standard Chartered Private
Equity (Mauritius) Ltd
Standard Chartered Private
Equity (Mauritius) II Ltd
Standard Chartered Private
Equity (Mauritius) III Ltd
112
China Grentech Ltd (previously
Powercom Holdings Ltd)
FinVentures (UK) Ltd
Metcomp Co.
Metcomp Holdings
Standard Chartered Private
Equity Ltd
Standard Chartered Private
Equity Managers (Hong Kong)
Pte Ltd
UNZA Holdings

Name Present Past
Standard Chartered Private
Equity (Singapore) Pte Ltd
Straits Resources Limited
Steven Lim Kok Hoong ............ AA-FAS Pte Ltd
B2C Network Pte Ltd
Genting International Resorts
Operations Management Pte
Ltd
Genting Singapore PLC
Global Logistic Properties
Limited
Hoe Leong Corporation Ltd
Lami Ltd
Olura Services SARL
Parkway Trust Management
Limited
Sabana Real Estate Investment
Management Pte. Ltd.
Singapore Tourism Board
Thala SA
Timberlay SA
Leong Horn Kee ................. Austin International
Management School Pte Ltd
CapitalCorp Assets Pte Ltd
CapitalCorp Consulting Group
Pte Ltd
CapitalCorp Partners Pte Ltd
China Energy Ltd
Crimson Lofts Pte Ltd
ECS Holdings Limited
HLU Holdings Pte Ltd
Kian Ho Bearings Ltd
Linair Technologies Limited
Orita Sinclair School of
Design, New Media and the
Arts Pte Ltd
PeopleWorldwide Academy
Private Limited
PeopleWorldwide Consulting
Private Limited
Tat Hong Holdings Ltd
VGS Technology Pte Ltd
AA-BC Pte. Ltd.
Behringer Corporation Limited
GES International Limited
Oakville Ventures Co., Ltd
Radica Reviva Associates (S)
Pte Ltd
SembCorp Logistics Ltd
Stonegate China Properties Ltd
Transcu Group Limited
Advantage Health Benefits Pte
Ltd
Biosensors International Group,
Ltd
Buildfolio.com Inc
Champion Beverage Pte Ltd
(formerly known as YHS
Exports Pte Ltd)
Chun King Canada Inc
Chun King Corporation
Chun King International B.V.
Far East Capital
Far East Capital Nominees Pte
Ltd
Far East Corporate Leasing Pte
Ltd
Far East Real Estate Pte Ltd
FEO Information Technology
Pte Ltd
FEO Ventures Pte Ltd
Flowell Industries Pte Ltd
Wilmar International Limited Jin Xing Express Pte Ltd
Kzones.com Pte Ltd
Novena Healthcare Pte Ltd
113

Name Present Past
114
NTUC Thrift & Loan Cooperative
Limited
OPH-Point.IC Pte Ltd
OPH-Point Technology Funds
Pte Ltd
Orchard (Shanghai) Investment
Consulting Co Ltd
P.T. Prima Sari Nutrisi
Pacific Computer Systems Pte
Ltd
Ranko Way Limited
Seasons Green Limited
Seksun Corporation Ltd
Serm Suk YHS Beverage Co.
Ltd.
Singapore Shanghai Investment
Consortium Pte Ltd
SQL View Pte Ltd
Thong Ye Pte Ltd
Universal Gateway
International Pte Ltd
Yeo Hiap Seng (Guangzhou)
Limited
Yeo Hiap Seng (Guangzhou)
Ltd The First Branch
Yeo Hiap Seng (Hong Kong)
Limited
Yeo Hiap Seng (Hua Bei)
Beverages Co Ltd
Yeo Hiap Seng International
Limited
Yeo Hiap Seng Limited
Yeo Hiap Seng (Shanghai) Co
Ltd
YHS Beverage (International)
Pte Ltd
YHS Beverage Pte Ltd
YHS (Delaware) Inc
YHS Dunearn Pte Ltd
(formerly known as YHS
Canning Pte Ltd)
yhs-ecom Pte Ltd
YHS Foods (International) Pte
Ltd
YHS Foods Pte Ltd
YHS Holdings (Delaware) Inc

Name Present Past
Low Seow Juan .................. AceCanning Pte Ltd
Aria Cosmetics Holdings Pte.
Ltd
Chinaday Consultants Limited
Crimson Lofts Pte Ltd
Genius Era Holdings Limited
MPR Asia Pacific Limited
Pinetree Capital Partners Pte
Ltd
SHC Capital Limited
Tat Hong Holdings Ltd
Team Global Group Limited
Wuyishan Holdings Limited
Zonesmart Limited
Executive Officers
Ang Tong Huat .................. Amtek Europe Development
Amtek Huizhou Industries Ltd
Amtek Metalforming
(Shanghai) Ltd.
Amtek Precision Engineering
Czech Republic s.r.o.
Amtek Precision Engineering
France
Amtek Precision Engineering
Hungary ZRT
115
YHS Hong Kong (2000) Pte
Limited
YHS Hougang Pte Ltd
YHS Investment Pte Ltd
(formerly known as YHS
Trading Pte Ltd)
YHS Lorong Chuan Pte Ltd
YHS Manufacturing Pte Ltd
YHS Parry Green Pte Ltd
YHS Poh Huat Pte Ltd
YHS Private Limited
YHS (Singapore) Pte Ltd
YHS Tai Keng Gardens Pte Ltd
YHS Tai Keng Place Pte Ltd
YHS Trading (International)
Pte Ltd
YHS Trading (USA) Inc
YHS (USA) Inc
YHS Vending Pte Ltd
Biosensors Int’L Group Ltd
Cisco Security Pte Ltd
(formerly known as The
Commercial & Industrial
Security Corporation)
Ferrochina Limited
GES International Ltd
Jurong International Holdings
Pte Ltd
SHC Technology Pte Ltd
Shines Education Pte Ltd
Triumph Park Sdn Bhd
Nil

Name Present Past
Bay Lim Thiam ..................
Amtek Precision Engineering
Poland Sp.Z.o.o.
Amtek Precision Engineering
(Shanghai) Co., Ltd.
Amtek (Suzhou) Precision
Engineering Ltd.
Huizhou Amtek Technology
Ltd.
Nil Nil
Catherine Lau Wee Nah ........... Nil Nil
Chong Yong Min ................. Nil Nil
Ling Ka Yew .................... AEComponents Sdn. Bhd. AE Surface Tech Sdn. Bhd.
AE Technology Sdn. Bhd. Amnitek Corporation (Delaware)
Goh Sing Hook .................. Nil Nil
Quek Pek Chuan ................. Nil Nil
Yuen Yeng Kwong ................ Nil Nil
Lee Jeff Kingsley ................. Amlab Services Pte. Ltd.
Amtek Precision Technology
(Hanoi) Co Ltd
Amtek Technology Pte Ltd
Oilmech Machinery Shanghai
Co Ltd
116
Alwatch Security Management
Pte Ltd

SUBSTANTIAL SHAREHOLDERS AND THE VENDOR
Ownership Structure
The table below sets out the shareholdings of each substantial shareholder, being a shareholder who is
known by us to beneficially own 5.0% or more of our issued Shares, as at the date of this document and
immediately after completion of the Offering. All Shares owned by our substantial shareholders, our Directors
and the new Shares to be issued pursuant to the grant of Awards under our Share Plans will carry the same
voting rights as the Offering Shares.
Percentage ownership is based on 543,213,028 Shares outstanding as at the date of this document and
immediately after completion of the Offering.
117

Save as disclosed below, there are no other relationships among our shareholders.
Shares Owned Immediately After Completion of the Offering (1)
(Assuming the Over-Allotment
(Assuming the Over-Allotment
Shares Owned as of the date of this document
Option is Not Exercised)
Option is Exercised in Full)
Name Direct Interest % Deemed Interest % Direct Interest % Deemed Interest % Direct Interest % Deemed Interest %
Substantial Shareholders:
Metcomp Holdings (2) ................ 543,213,028 100.0 — — — — — — — — — —
Metcomp Group Holdings (3) ........... — — 543,213,028 100.0 153,566,673 28.3 — — 138,566,673 25.5 — —
Standard Chartered Private Equity
Limited (4) ...................... — — 543,213,028 100.0 153,566,673 28.3 — — 138,566,673 25.5 — —
New investors in the Offering. ......... — — — — 200,000,000 36.8 — — 230,000,000 42.3 — —
Directors:
Daniel Yeong Bou Wai .............. — — — — 24,785,376 4.6 — — 24,785,376 4.6 — —
Sheila Ng Won Lein . ............... — — — — 2,950,641 0.5 — — 2,950,641 0.5 — —
Peter Ho Kheong Chun .............. — — — — 1,314,655 0.2 — — 1,314,655 0.2 — —
William Edward Alastair Morrison . . .... — — — — — — — — — — — —
Sigit Prasetya . .................... — — — — — — — — — — — —
Steven Lim Kok Hoong .............. — — — — — — — — — — — —
Leong Horn Kee ................... — — — — — — — — — — — —
Low Seow Juan. ................... — — — — — — — — — — — —
Total Shares ..................... 543,213,028 100.0 543,213,028 100.0 543,213,028 100.0
118
(1) This does not take into account the Awards granted in respect of a total of 4,661,934 Shares which will vest annually over five years commencing on the first anniversary of the Listing (see “Management —
Our Share-Based Incentive Plans”) but takes into account the distribution of Shares held by the Vendor to its ordinary shareholders (namely, Metcomp Group Holdings, Standard Chartered Private Equity
Limited, Daniel Yeong Bou Wai, Sheila Ng Won Lein and other employees of our Company)) immediately following the completion of the Offering but prior to the Listing.
(2) As at the date of this document, Metcomp Holdings has a direct interest of 100.0% of the total issued Shares of our Company. The ordinary shares of Metcomp Holdings are owned by Metcomp Group Holdings
(44.0%), Standard Chartered Private Equity Limited (44.0%), Daniel Yeong Bou Wai (8.2%), Sheila Ng Won Lein (1.0%) and other employees of our Company (2.8%). Immediately following the completion of the
Offering but prior to the Listing, the Vendor will distribute all of the remaining Shares it holds (other than the Shares, if any, lent to the Stabilising Manager pursuant to the Share Lending Agreement) to its ordinary
shareholders (namely, Metcomp Group Holdings, Standard Chartered Private Equity Limited, Daniel Yeong Bou Wai, Sheila Ng Won Lein and other employees of our Company)) such that it will cease to be the
legal owner of any Shares immediately prior to Listing. To the extent that the Over-allotment Option is not exercised, or only exercised in part, the Shares returned to the Vendor by the Stabilising Manager pursuant
to the Share Lending Agreement will be distributed equally between Metcomp Group Holdings and Standard Chartered Private Equity Limited. Pursuant to the Share Lending Agreement, such number of Shares lent
that are not returned by the Stabilising Manager will be purchased pursuant to the Over-allotment Option.
(3) As at the date of this document, Metcomp Group Holdings has a direct interest in 44.0% of the ordinary shares in Metcomp Holdings. Metcomp Group Holdings is an investment holding company directly
owned by CVC Capital Partners Asia II Limited, which acts as the general partner for and on behalf of two limited partnership, CVC Capital Partners Asia Pacific II L.P. and CVC Capital Partners Asia
Pacific II Parallel Fund — A, L.P (together, “CVC Asia II”). CVC Capital Partners Asia II Limited has full control over the business and affairs of CVC Asia II, including making all investment and divestment
decisions and voting the securities and interests held by it on behalf of CVC Asia II, including Metcomp Group Holdings. CVC Capital Partners Asia II Limited is ultimately wholly owned by CVC Capital
Partners SICAV-FIS S.A. CVC Capital Partners SICAV-FIS S.A. is 100.0% beneficially owned by employees of its affiliates, with each individual shareholder owning less than a 20.0% interest. For the
purposes of Section 4 of the SFA, Metcomp Group Holdings, CVC Capital Partners Asia II Limited and CVC Capital Partners SICAV-FIS S.A. are deemed to have an interest in the Shares held by Metcomp
Holdings.
(4) As at the date of this document, Standard Chartered Private Equity Limited has a direct interest in 44.0% of the ordinary shares in Metcomp Holdings. Standard Chartered Private Equity Limited is indirectly
and wholly owned by Standard Chartered Bank which in turn is wholly owned by Standard Chartered plc, which is an entity listed on both the London Stock Exchange and the Hong Kong Stock Exchange. For
the purposes of Section 4 of the SFA, Standard Chartered Private Equity Limited, Standard Chartered Bank and Standard Chartered plc are deemed to have an interest in the Shares held by Metcomp Holdings.

Vendor
The following existing shareholder will be selling Shares in the Offering (including through the
provision of the Over-allotment Option):
Name
No. of Shares
Shares Owned by the Vendor,
Expressed as a % of Total Share Capital
Offered Pre-Offering Post-Offering Post-Listing
Selling Shareholder:
Metcomp Holdings ......................... 200,000,000 100.0 63.2 0.0
Metcomp Holdings is owned and controlled by Metcomp Group Holdings (44.0%), Standard Chartered
Private Equity Limited (44.0%), Daniel Yeong Bou Wai (8.2%), Sheila Ng Won Lein (1.0%) and other
employees of our Company (2.8%). Immediately following the completion of the Offering but prior to the
Listing, the Vendor will distribute all of the remaining Shares it holds (other than the Shares, if any, lent to
the Stabilising Manager pursuant to the Share Lending Agreement) to its ordinary shareholders (namely,
Metcomp Group Holdings, Standard Chartered Private Equity Limited, Daniel Yeong Bou Wai, Sheila Ng
Won Lein and other employees of our Company) such that it will cease to be the legal owner of any Shares
immediately prior to Listing. To the extent that the Over-allotment Option is not exercised, or only exercised
in part, in respect of the total number of Shares lent, such remainder of the Shares lent will be returned to the
Vendor by the Stabilising Manager pursuant to the Share Lending Agreement and distributed equally between
Metcomp Group Holdings and Standard Chartered Private Equity Limited on or about the earlier of (i) the
date falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager or its appointed agent
has bought on the SGX-ST the aggregate amount of Shares lent to the Stabilising Manager. To the extent that
the Over-allotment Option is exercised for an amount up to the total number of Shares lent, such number of
Shares lent will be purchased by the Underwriters.
After the distributions described above and irrespective of whether the Over-allotment Option is
exercised, Metcomp Holdings will cease to own any Shares and will cease to be a Controlling Shareholder of
our Company. Each of Metcomp Group Holdings, Standard Chartered Private Equity Limited, Daniel Yeong
Bou Wai and Sheila Ng Won Lein will own 28.3%, 28.3%, 4.6% and 0.5%, respectively, of the issued shares
of our Company after the distributions (assuming the Over-allotment Option is not exercised). Accordingly,
Metcomp Group Holdings and Standard Chartered Private Equity Limited will each remain as a Controlling
Shareholder of our Company.
Save as disclosed above, none of our Directors or substantial shareholders has an interest in the Offering
Shares or the Additional Shares.
Significant Changes in Percentage of our Company
Our Company was incorporated on 22 October 1980. After acquiring a 49.0% initial stake through
market purchases, on 5 June 2007, Metcomp Group Holdings, Standard Chartered Private Equity Limited and
Timespace Trading Limited (through which members of our management indirectly held our Shares), through
Metcomp Co. (Singapore) Pte. Ltd. (“MCS”), made a mandatory conditional offer for the remainder of our
Shares. Metcomp Co. (Singapore) Pte. Ltd. acquired 100.0% of our outstanding Shares at the end of August
2007.
Restructuring of Our Shareholder
On 4 November 2010, our shareholders effected an internal reorganisation as a result of which the
Vendor held all our issued and outstanding Shares directly, instead of through our then direct holding
company, MCS.
Prior to the internal reorganisation, an amount was owing from MCS to our Company (“Vendor Loan”),
which was unsecured, interest free and repayable upon demand. Pursuant to the internal reorganisation,
Metcomp Holdings agreed to assume MCS’s liability under the Vendor Loan, in consideration of MCS
transferring all its Shares to Metcomp Holdings. On completion of the internal reorganisation, Metcomp
Holdings held all the Shares and is the debtor to our Company under the Vendor Loan. The Vendor Loan of
US$52.7 million will be repaid in full with the net proceeds received by Metcomp Holdings from the sale of the
Offering Shares immediately upon Listing. MCS will thereafter be liquidated. As of the date of this document,
the liability for the outstanding amount owed to us by MCS pursuant to the Refinancing as defined in
“Interested Person Transactions and Potential Conflicts of Interests — Past Interested Person Transactions —
Refinancing to MCS” had been assumed by the Vendor pursuant to the internal reorganisation. The internal
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eorganisation does not change the respective beneficial interests of Metcomp Group Holdings, Standard
Chartered Private Equity Limited, Daniel Yeong Bou Wai, Sheila Ng Won Lein and other employee shareholders
in our Company.
Immediately following the completion of the Offering but prior to the Listing, the Vendor will distribute
all of the remaining Shares it holds (other than the Shares, if any, lent to the Stabilising Manager pursuant to
the Share Lending Agreement) to its ordinary shareholders (namely, Metcomp Group Holdings, Standard
Chartered Private Equity Limited, Daniel Yeong Bou Wai, Sheila Ng Won Lein and other employees of our
Company)) such that it will cease to be the legal owner of any Shares immediately prior to Listing. To the
extent that the Over-allotment Option is not exercised, or only exercised in part, the Shares returned to the
Vendor by the Stabilising Manager pursuant to the Share Lending Agreement will be distributed equally
between Metcomp Group Holdings and Standard Chartered Private Equity Limited. Pursuant to the Share
Lending Agreement, such number of Shares lent that are not returned by the Stabilising Manager will be
purchased pursuant to the Over-allotment Option.
The shareholders of Metcomp Holdings will hold our Shares directly after distribution of the Shares by
Metcomp Holdings as described above. Each of Metcomp Group Holdings, Standard Chartered Private Equity
Limited and Daniel Yeong Bou Wai has agreed to enter into lock-up arrangements with respect to any Shares
they hold to the same extent and for the same period as that imposed under the lock-up agreement entered
into by Metcomp Holdings with respect to all of the Shares it holds.
See “Plan of Distribution — No Sales of Similar Securities and Lock-up” for further details of such
lock-up arrangements.
Control of the Company
As at the date of this document, we are controlled (as such term is defined in the Listing Manual) by the
Vendor, Metcomp Holdings, which owns 100.0% of the total number of issued Shares of our Company. The
Vendor is owned by Metcomp Group Holdings, Standard Chartered Private Equity Limited, Daniel Yeong Bou
Wai, Sheila Ng Won Lein and other employees of our Company, each of which owns approximately 44.0%,
44.0%, 8.2%, 1.0% and 2.8%, respectively, of the total number of issued ordinary shares of the Vendor.
After the distributions described in “Restructuring of Our Shareholder” above and irrespective of
whether the Over-allotment Option is exercised, Metcomp Holdings will cease to own any Shares and will
cease to be a Controlling Shareholder of our Company. Each of Metcomp Group Holdings, Standard
Chartered Private Equity Limited, Daniel Yeong Bou Wai and Sheila Ng Won Lein will own 28.3%, 28.3%,
4.6% and 0.5%, respectively, of the issued shares of our Company after the distributions (assuming the Overallotment
Option is not exercised). Accordingly, Metcomp Group Holdings and Standard Chartered Private
Equity Limited will each remain as a Controlling Shareholder of our Company.
Save as disclosed in this document, to the best of the knowledge of our Directors, our Company is not
directly or indirectly owned or controlled whether severally or jointly, by any other person or government and
there is no known arrangement, the operation of which may, at a subsequent date, result in a change in the
control of the Company.
Termination of Shareholders’ Agreement
On 21 May 2007, Metcomp Group Holdings, Standard Chartered Private Equity Limited, Timespace
Trading Limited and Metcomp Holdings had entered into a shareholders’ agreement, which was amended,
varied and supplemented on 28 August 2007 and 22 September 2008 (collectively, the “Shareholders’
Agreement”) to regulate their rights and obligations in relation to their proposed takeover offer of our
Company when we were then listed on the SGX-ST. The Shareholders’ Agreement contains customary terms
on, among others, obligations to subscribe for shares, rights of the shareholders (including rights to nominate
directors of our Company), employment of Daniel Yeong Bou Wai and Sheila Ng Won Lein, issuances of new
shares to senior management personnel employed by our Company, and restrictions on new issuances and
transfers of shares in Metcomp Holdings without first offering such shares to the other shareholders.
The Shareholders’ Agreement was further amended by a supplemental agreement (the “Supplemental
Shareholders’ Agreement”). The Supplemental Shareholders’ Agreement provides for, among other things,
the termination of the Shareholders’ Agreement immediately before the transfer of the existing Shares offered
by the Vendor pursuant to the Offering (which, for the avoidance of doubt, does not refer to the completion of
the transfer of the existing Shares pursuant to the exercise of the Over-allotment Option granted by the Vendor
in the Offering and the completion of the issue of new Shares by our Company.) The termination of the
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Shareholders’ Agreement will result in the rights and obligations of the parties becoming the same as those
rights and obligations of other persons who will become shareholders of our Company pursuant to the
Offering. Such rights and obligations will be governed by our Articles of Association, the Listing Manual and
applicable law.
Resolutions Passed by Our Shareholder
Pursuant to written resolutions dated 4 November 2010 (collectively, the “Resolutions”), our
shareholder approved, among other things, the following:
(a) the adoption of our new Articles of Association;
(b) the Share Split such that immediately after the Share Split the resultant share capital of the Company
will comprise an aggregate of 543,231,028 Shares;
(c) that pursuant to Section 161 of the Singapore Companies Act, authority be given to the Directors to:
(i) (1) issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
and/or
(2) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require Shares in the capital of the Company to be issued, including but not limited to
the creation and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into Shares, at any time and upon such terms and conditions and for such
purposes and to such person(s) as the Directors may in their absolute discretion deem fit; and
(ii) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors while this Resolution was
in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including new shares in
the capital of the Company to be issued in pursuance of Instruments made or granted pursuant to
this Resolution):
(A) by way of renounceable rights issues on a pro rata basis to shareholders of the Company
(“Renounceable Rights Issues”) shall not exceed 100.0% of the total number of issued
shares in the capital of the Company excluding treasury shares (as calculated in accordance
with sub-paragraph (3) below); and
(B) otherwise than by way of Renounceable Rights Issues (“Other Share Issues”) shall not
exceed 50.0% of the total number of issued shares in the capital of the Company excluding
treasury shares, of which the aggregate number of Shares to be issued other than on a pro
rata basis to shareholders of the Company may not exceed 20.0% of the total number of
issued shares in the capital of the Company excluding treasury shares (as calculated in
accordance with sub-paragraph (3) below);
(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed 100.0% of
the total number of issued shares in the capital of the Company excluding treasury shares (as
calculated in accordance with sub-paragraph (3) below);
(3) (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-paragraphs (1)(A) and
(1)(B) above, the percentage of issued Shares in the capital of the Company is calculated based on
the total number of issued shares in the capital of the Company excluding treasury shares
immediately following the close of the Offering, after adjusting for:
(A) Additional Shares arising from the exercise of the Over-allotment Option;
(B) new Shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time such
general authority is given; and
(C) any subsequent bonus issue, consolidation or sub-division of shares in the capital of the
Company;
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(4) in exercising the authority conferred by such authority, the Company shall comply with the
provisions of the Listing Manual for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association; and
(5) (unless revoked or varied by the Company in General Meeting) the authority conferred by such
authority shall continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is required by
law to be held, whichever is the earlier; and
(d) the adoption of the Share Plans and that authority be given to our Directors to issue new Shares
pursuant to the vesting of Awards granted under the Share Plans.
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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS
Interested Person Transactions
In general, transactions between the Company, our subsidiaries and, where applicable, our associated
companies (if any), and any of our interested persons (namely, our Directors, President and Chief Executive
Officer or Controlling Shareholders or the associates of such Directors, President and Chief Executive Officer
or Controlling Shareholders) would constitute Interested Person Transactions.
Certain terms such as “associate”, “control”, and “interested person” used in this section have the
meanings as provided in the Listing Manual and in the Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005 of Singapore (“SFR”), unless the context specifically requires the
application of the definitions in one or the other as the case may be.
In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is less than
S$100,000 is not considered material in the context of the Offering and is not taken into account for the
purposes of aggregation in this section.
The following represents transactions undertaken by us with our interested persons and their respective
associates in fiscal years 2008, 2009 and 2010, and for the period from 1 July 2010 up to the Latest
Practicable Date.
Past Interested Person Transactions
Refinancing to MCS
On 31 March 2008, we entered into a facilities agreement with a syndicate of lenders to obtain facilities
of up to US$245.0 million, of which US$45.0 million was in the form of a revolving credit facility for
working capital purposes and US$200.0 million was in the form of a term loan facility, which was used partly
to finance the acquisition costs in respect of the assets of the Company and two other subsidiaries of the
Company, namely Amtek Technology Pte Ltd and Amtek Industries Pte Ltd, and for a capital reduction. To
improve its return on investment and equity, the Company returned capital to MCS via a capital reduction of
US$60.0 million. MCS utilised the proceeds received from the Company from the capital reduction and from
the Vendor Loan (the Vendor Loan was initially US$140.7 million but was reduced by a US$88.0 million
dividend paid to MCS in fiscal year 2009 such that US$52.7 million was outstanding as of the Latest
Practicable Date) to repay MCS’ borrowings under its bridge loan incurred in connection with the Acquisition
(the “Refinancing”). The Vendor Loan to MCS was not entered into in the ordinary course of business and
was not made on an arm’s length basis. The Vendor Loan was made by the Company to MCS on an interestfree
basis. The Company obtained requisite approval from its shareholders on 4 March 2008 for the
Refinancing which constituted financial assistance under the Companies Act.
As of 30 June 2008, 2009 and 2010, the aggregate amounts owed to us by MCS under the Vendor Loan
amounted to US$140.7 million, US$52.7 million and US$52.7 million, respectively. The largest amount owed
to us during the period under review was US$140.7 million. As at the Latest Practicable Date, the outstanding
amount owed to us by MCS pursuant to the Vendor Loan was US$52.7 million, which amount was assumed
by the Vendor pursuant to the internal reorganisation on 4 November 2010. All outstanding amounts will be
repaid to us immediately prior to our Listing.
Management services agreement with MCS
On 25 October 2007, we entered into a management services agreement (“Metcomp MSA”) with MCS,
our then Controlling Shareholder, pursuant to which MCS agreed to provide certain management services to
us through the secondment of Daniel Yeong Bou Wai to advise on financial and resource management,
establish risk assessment and management controls, provide guidance on general corporate governance issues,
assist in planning and execute business development plans. The Metcomp MSA was terminated in August
2008 since the services performed pursuant to the secondment of Daniel Yeong Bou Wai to us were
terminated and he became our employee.
Under the Metcomp MSA, MCS was entitled to receive a monthly fee and to be reimbursed in full for
costs, expenses and charges reasonably incurred pursuant to the Metcomp MSA. The amounts paid by us to
MCS pursuant to the Metcomp MSA for the fiscal years ended 30 June 2008 and 2009 were S$1.6 million
and S$69,550 respectively. The Metcomp MSA was entered into in the ordinary course of business and was on
an arm’s length basis, based on normal commercial terms.
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Present and Ongoing Interested Person Transactions
Credit Facility with Standard Chartered Bank
On 31 March 2008, our Company and our subsidiaries, Amtek Precision Technology Pte. Ltd., Amtek
Technology Pte. Ltd. and PT Amtek Engineering Batam, entered into a US$245.0 million term loan and
revolving credit facilities agreement, which was amended and restated on 11 June 2008 and 22 August 2008
(“Credit Facility”), and a security agency agreement, which was amended and restated on 11 June 2008, with
Standard Chartered Bank (as lead arranger and original lender), Standard Chartered Bank (Hong Kong)
Limited (as agent and global security agent for certain parties to the Credit Facility) and Standard Chartered
Bank, Jakarta Branch (as Indonesian security agent for certain parties to the Credit Facility). Standard
Chartered Bank and Standard Chartered Bank (Hong Kong) Limited are associates of Standard Chartered
Private Equity Limited, our Controlling Shareholder.
The Credit Facility was secured and guaranteed and was extended at interest rates ranging from the sum
of 1.9% to 2.65% per annum plus the London Interbank Offered Rate. Under the Credit Facility, Standard
Chartered Bank (Hong Kong) Limited is entitled to receive a commitment fee of 0.5% per annum on the
available commitment under the revolving loan facility. Standard Chartered Bank, Standard Chartered Bank
(Hong Kong) Limited and Standard Chartered Bank, Jakarta Branch are also entitled to other fees such as
arrangement fees, agency fees and security agent fees under the Credit Facility. As of 30 June 2008, 2009 and
2010 and on the Latest Practicable Date, the aggregate amounts of term loan outstanding under the Credit
Facility amounted to approximately US$200.0 million, US$180.0 million, US$160.0 million and
US$160.0 million respectively. As of 30 June 2008, 2009 and 2010 and on the Latest Practicable Date, the
aggregate amounts of revolving credit outstanding under the Credit Facility amounted to US$5.0 million,
US$16.0 million, US$20.0 million and US$20.0 million respectively. The largest amount outstanding under
the Credit Facility during the period under review was US$216.5 million. The Credit Facility was entered into
on an arm’s length basis and based on prevailing market interest rates at the time the Credit Facility was
extended to us.
The US$160.0 million term loan outstanding under the Credit Facility will be repaid shortly after
Listing using US$120.0 million drawn down from the Term Loan Facility (as defined below), US$25.0 million
from the repayment of the Vendor Loan upon Listing and US$15.0 million from our internal resources. We
believe we have sufficient internal resources and working capital facilities to enable us to cover the
US$15.0 million.
We also expect to refinance the outstanding portion of the Credit Facility with a revolving credit facility
of US$25.0 million with Standard Chartered Bank shortly after the closing of the Offering.
Term Loan Facility, Revolving Credit Facility and Trade Finance Facility with Standard Chartered Bank
On 8 November 2010, our Company and our subsidiary, Amtek Precision Technology Pte. Ltd., entered
into a US$120.0 million term loan facility agreement (“Term Loan Facility”) with Standard Chartered Bank
and DBS (as mandated lead arrangers) for the primary purposes of refinancing the Credit Facility. Our
Company and Amtek Precision Technology Pte. Ltd. also obtained a US$25.0 million revolving credit facility
(“Revolving Credit Facility”) from Standard Chartered Bank to refinance payment obligations under our
Company’s and Amtek Precision Technology Pte. Ltd.’s existing facilities and for working capital purposes. In
addition, our Company and our subsidiary, Amtek Precision Technology Pte. Ltd. has obtained a
US$10.0 million trade finance facility (the “Trade Finance Facility”) from Standard Chartered Bank for the
purpose of issuing letters of credit, including acceptance of trust receipts and shipping and bankers guarantees.
Standard Chartered Bank is an associate of Standard Chartered Private Equity Limited, our Controlling
Shareholder.
Under the Term Loan Facility, we are subject to certain restrictive covenants, such as (i) Amtek
Precision Technology Pte. Ltd. not reducing its existing shareholding (directly or indirectly) in its material
subsidiaries; (ii) no material change in business of the borrowers and their material subsidiaries and (iii) all
current and future loans from the borrowers’ shareholders and subsidiaries to the borrowers, if any, being
subordinated to the Term Loan Facility.
Under the Term Loan Facility and the Revolving Credit Facility, we are required to maintain a minimum
ratio of EBITDA less taxes over debt service of 1.30x and a ratio of total liabilities to total tangible net worth
not exceeding 3.00x for the period from 31 December 2010 to 29 June 2011, 2.50x for the period from
30 June 2011 to 29 June 2012 and 2.25x thereafter. Additionally, as provided for under the Term Loan
Facility, our total financial indebtedness may not exceed US$200.0 million.
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The interest rate for the Term Loan Facility is 2.5% per annum plus the London Interbank Offered Rate.
An upfront fee of US$3.0 million (being 2.5% on the amount of the Term Loan Facility) is payable to
Standard Chartered Bank and DBS on or prior to the time when a draw-down is made on the Term Loan
Facility. In the event the Offering is not completed or the initial utilisation under the Term Loan Facility does
not occur by 31 January 2011, a drop dead fee of US$500,000 is payable to Standard Chartered Bank and
DBS pursuant to a fee letter dated 15 November 2010. An agency fee of US$40,000 per annum is payable
annually in advance to Standard Chartered Bank (Hong Kong) Limited, with the first payment to be made
within five business days from the date of signing of the Term Loan Facility. The maturity of the Term Loan
Facility is 31 January 2016 or five years from the date of first drawdown, whichever is earlier, and the
repayment will be in ten equal semi-annual instalments commencing six months from the date of drawdown.
The interest rate for the Revolving Credit Facility is 2.5% per annum plus the London Interbank Offered
Rate. The interest period under the Revolving Credit Facility is fixed at one month, two months or three
months.
The fees or commissions payable for issuing letters of credits, acceptance of trust receipts, shipping and
bankers guarantees will each be charged at the bank’s prevailing standard quoted rates.
As of the date of this document, no amount has been drawn down from the Term Loan Facility and the
Revolving Credit Facility. As of the date of this document, US$3.9 million has been drawn down under the
Trade Finance Facility. Proceeds of US$120.0 million drawn down from the Term Loan Facility shortly after
Listing, US$25.0 million received by us from the repayment of the Vendor Loan and US$15.0 million from
our internal resources will be used to repay the US$160.0 million term loan outstanding under the Credit
Facility. The Term Loan Facility, the Revolving Credit Facility and the Trade Finance Facility were entered
into on an arm’s length basis and based on prevailing market interest rates at the time the Term Loan Facility,
the Revolving Credit Facility and the Trade Finance Facility were extended to our Group.
Purchase of supplies from Infastech
We have from time to time purchased fasteners from certain businesses, which were acquired by
Infastech and its associates on 3 August 2010. Infastech is an interested person of our Group as it is indirectly
owned by associates of our Controlling Shareholders, Metcomp Group Holdings (approximately 47.5%) and
Standard Chartered Private Equity Limited (approximately 47.5%). As a result of Infastech’s acquisition of the
businesses on 3 August 2010, transactions between those businesses and us from 3 August 2010 till the Latest
Practicable Date became interested person transactions.
The aggregate value of our transactions with the businesses acquired by Infastech for the past three
fiscal years and from 1 July 2010 up to the Latest Practicable Date are US$0.3 million, US$0.2 million,
US$0.3 million and US$0.1 million, respectively. Purchases were carried out on an arm’s length basis, taking
into consideration our needs and requirements for the fasteners. Future purchases will also be carried out on
an arm’s length basis, taking into consideration our needs and requirements for fasteners, and entered into
after considering quotes from at least two other suppliers.
Save as disclosed above, none of our Directors, President and Chief Executive Officer, Controlling
Shareholders, or their associates was or is interested in any material transactions undertaken by us in fiscal
years 2008, 2009 and 2010 and the period commencing from 1 July 2010 and up to the Latest Practicable
Date.
Guidelines For Future Interested Person Transactions
In the event that we enter into certain transactions with interested persons in the future, such future
transactions with interested persons must comply with the requirements of the Listing Manual. As required by
the Listing Manual, our Articles of Association require a Director to abstain from voting on any contract or
arrangement in which he has a personal material interest. Our internal control procedures will be designed to
ensure that all Interested Person Transactions are conducted at arm’s length and on normal commercial terms.
Any Interested Person Transaction will be properly documented and submitted semi-annually to our
Audit Committee for its review to ensure that all Interested Person Transactions are conducted at arm’s length
and on normal commercial terms. In the event that a member of our Audit Committee is interested in any
Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Audit Committee
will include the review of all such Interested Person Transaction as part of the standard procedures while
examining the adequacy of our internal controls.
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Our Audit Committee will ensure that all provisions and disclosure requirements on all such Interested
Person Transactions, including those required by prevailing legislation, the Listing Manual and accounting
standards, as the case may be, are complied with.
Our Directors will ensure that all disclosure requirements on Interested Person Transactions, including
those required by prevailing legislation, will be subject to shareholders’ approval if deemed necessary by the
Listing Manual. We will disclose in our annual report the aggregate value of Interested Person Transactions
conducted during the financial year.
Our Audit Committee is required to examine the internal guidelines and procedures put in place by the
Company to determine if such guidelines and procedures put in place are sufficient to ensure that Interested
Person Transactions are conducted on normal commercial terms and will not be prejudicial to the Company
and our minority shareholders.
Upon our listing on the SGX-ST, we will be subject to Chapter 9 of the Listing Manual in relation to
Interested Person Transactions. The objective of these rules is to ensure that our Interested Person
Transactions do not prejudice the interests of our shareholders as a whole. These rules require us to make
prompt announcements, disclosures in our annual report and seek shareholders’ approval for certain material
Interested Person Transactions. Our Audit Committee may also have to appoint independent financial advisers
to review such Interested Person Transactions and opine on whether such transactions are fair and reasonable
to us, not prejudicial to our interests and the interests of our minority shareholders.
Our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best interests.
In addition, a Director may only disclose information (not otherwise available to him) which he has obtained
in his capacity as a director, to the Controlling Shareholder whose interests he represents, when certain
conditions stipulated in Section 158 of the Singapore Companies Act are met. These conditions are that: the
relevant director declares at a meeting of the Directors the person to whom such information is to be disclosed
and particulars of such information; our Board authorises him to make such disclosure; and the disclosure will
not be likely to prejudice us. Therefore, any non-public information regarding us that any of our Directors
wishes to disclose to the Controlling Shareholder whose interests he represents can only be so disclosed if our
Board authorises such disclosure and our Board is satisfied that such disclosure will not be likely to prejudice
us.
Review Procedures for Future Interested Person Transactions
Our Audit Committee will review and approve Interested Person Transactions, to ensure that they are on
an arm’s length basis, that is, that the transactions are transacted on terms and prices not more favourable to
the interested person than if they were transacted with a third-party and we and our shareholders have not
been disadvantaged in accordance with the following review procedures:
(i) all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below
S$100,000 will not require the approval of the Audit Committee;
(ii) all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below or
equal to 3.0% of the last audited NTA value of our Group will not require approval of the Audit
Committee prior to such transactions being entered into, but will require approval by a Director
who shall not be an Interested Person in respect of the particular transaction. Any contracts to be
made with an Interested Person shall not be approved unless the pricing is determined in
accordance with our usual business practices and policies, consistent with the usual profit margin
built-in or discount given or price received by us for the same or substantially similar type of
transactions between us and unrelated parties and the terms are no more favourable to the
interested person than those extended to or received from unrelated parties; and
(iii) all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) in excess
of 3.0% of the last audited NTA value of our Group will be reviewed by and will require approval
by the Audit Committee prior to such transactions being entered into.
We intend to prepare relevant information (such as pricing guidelines, pricing for similar existing
customers and quotations obtained from third-party suppliers) to assist our Audit Committee in its review of
all Interested Person Transactions.
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Before any agreement or arrangement that is not in our ordinary course of business is transacted, prior
approval must be obtained from our Audit Committee. In the event that a member of the Audit Committee is
interested in any of the Interested Person Transaction, he will abstain from reviewing that particular
transaction. Any decision to proceed with such an agreement or arrangement would be recorded for review by
the Audit Committee.
We also intend to comply with the provisions in Chapter 9 of the Listing Manual in respect of all future
Interested Person Transactions, and if required under the Listing Manual, we will seek our Shareholders’
approval for such transactions.
Potential Conflicts of Interests
We summarise below the potential conflicts of interests which may arise from the interests of our
Controlling Shareholders, our Directors and their respective associates in any entity carrying on the same
business and/or dealing in similar products as us.
Our Controlling Shareholders
Our Controlling Shareholders, Metcomp Group Holdings and Standard Chartered Private Equity
Limited, and their respective associates, currently have investments and may from time to time make
investments in other entities in the design, precision engineering and manufacturing industries in the countries
in which we operate. As a result, there may be circumstances where their investments compete directly or
indirectly with our business or products.
Infastech and its subsidiaries are manufacturers and suppliers of engineered mechanical fasteners and
assembly equipment to the automotive, electronics, construction and industrial industries. Our Group also
manufactures and supplies limited quantities of engineered mechanical fasteners to the automotive industry.
Infastech is indirectly owned by associates of our Controlling Shareholders, Metcomp Group Holdings
(approximately 47.5%) and Standard Chartered Private Equity Limited (approximately 47.5%). Two of our
Directors, Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison, who are nominees of Metcomp
Group Holdings and Standard Chartered Private Equity Limited, respectively, also serve on the board of
directors of various companies within the Infastech group. Accordingly, conflicts of interests may arise as the
Infastech group deals in a similar product (namely, engineered mechanical fasteners for the automotive
industry) as us.
Sei Woo Technologies Limited and its subsidiaries (“Sei Woo Technologies”) are engaged in the
manufacturing and supply of polymeric and elastomeric products including rubber components, which is one
of the products that our Group manufactures in limited quantities. Sei Woo Technologies is an associate of our
Controlling Shareholder, Standard Chartered Private Equity Limited, which owns approximately 49.0% of Sei
Woo Technologies. Our Director, Mr. William Edward Alastair Morrison, also serves on the board of directors
of Sei Woo Technologies. Accordingly, conflicts of interests may arise as Sei Woo Technologies deals in a
similar product (namely, rubber components) as us.
Certain of Our Directors
Mr. Sigit Prasetya is a nominee of Metcomp Group Holdings and Mr. William Edward Alastair
Morrison is a nominee of Standard Chartered Private Equity Limited. Metcomp Group Holdings, Standard
Chartered Private Equity Limited and their respective associates, may, from time to time, make investments in
other companies in the design, precision engineering and manufacturing industries in the countries in which
we operate. As a result, there may be circumstances where our investments compete directly with the
investments of Metcomp Group Holdings and/or Standard Chartered Private Equity Limited, who are our
Controlling Shareholders, and their respective associates.
Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison are both non-executive directors on
various companies within the Infastech group. Infastech deals in similar products as our Group such as
engineered mechanical fasteners. It also carries on similar business as our Group through its provision of
technologies and solutions to industries (such as global electronics, automotive, industrial and commercial)
which we serve and within markets (such as the PRC, Hong Kong, India, Malaysia, Singapore, North America
and parts of Europe) that we operate in. Accordingly, conflicts of interests may arise as Mr. Sigit Prasetya and
Mr. William Edward Alastair Morrison are also our Directors.
Mr. William Edward Alastair Morrison is a non-executive director on Sei Woo Technologies. Sei Woo
Technologies is engaged in the manufacturing and supply of polymeric and elastomeric products including
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ubber components, which is one of the products that our Group manufactures in limited quantities.
Accordingly, conflicts of interests may arise as Mr. William Edward Alastair Morrison is also our Director.
Mitigation
We believe that any potential conflicts of interests are addressed as follows:
With respect to Infastech, Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison are both nonexecutive
directors of Infastech and are not involved in its day-to-day management;
With respect to Sei Woo Technologies, Mr. William Edward Alastair Morrison is a non-executive
director of Sei Woo Technologies and is not involved in its day-to-day management;
The respective boards of directors of Infastech, Sei Woo Technologies, Metcomp Group Holdings,
Standard Chartered Private Equity Limited and their respective associates operate separately and
distinctly from our Board of Directors;
Both Mr. Sigit Prasetya and Mr. William Edward Alastair Morrison, being nominees appointed by
each of Metcomp Group Holdings and Standard Chartered Private Equity Limited, hold non-executive
functions on our Board of Directors and do not oversee our day-to-day management; and
Our Directors have a duty to disclose their interests in respect of any contract, arrangement or any
other proposal whatsoever in which they have any personal material interest, directly or indirectly, or
any actual or potential conflicts of interest (including conflicts of interest that arise from their
directorship(s) or executive position(s) or personal investments in any other corporation(s)) that may
involve them. Upon such disclosure, such Directors will not participate in any proceedings of our
Board of Directors, and shall in any event abstain from voting in respect of any such contract,
arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until
our Audit Committee has determined that no such conflict of interest exists.
We believe that the contribution of rubber components to our revenue and the cost of mechanical
fasteners used in our production is not material to our Group, accounting for 1.2% and 0.05%, respectively, of
our revenue for fiscal year 2010.
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DESCRIPTION OF OUR SHARES
The following statements are brief summaries of the more important rights and privileges of
shareholders conferred by the laws of Singapore and our Articles of Association. These statements summarise
the material provisions of the Company’s Articles of Association but are qualified in their entirety by reference
to the Company’s Articles of Association and the laws of Singapore. See “General and Statutory
Information — Articles of Association of the Company”.
Shares
Our Shares, which have identical rights in all respects, rank equally with one another. Our Articles of
Association provide that we may issue shares of a different class with preferential, deferred, qualified or
special rights, privileges or conditions as our Board of Directors may think fit, and may issue preference
shares which are, or at our option are, redeemable, subject to certain limitations.
As of 4 November 2010 (adjusted for the Share Split), we have 543,213,028 Shares in issue which are
fully paid-up in cash. All of our Shares are in registered form. We may, subject to the provisions of the
Singapore Companies Act and the rules of the SGX-ST, purchase our own Shares. However, we may not,
except in the circumstances permitted by the Singapore Companies Act, grant any financial assistance for the
acquisition or proposed acquisition of our Shares.
New Shares
New Shares may only be issued with the prior approval in a general meeting of our shareholders. Our
shareholders have given our Directors authority to allot and issue shares and/or convertible securities in our
Company. Where the maximum number of Shares to be issued upon conversion is determinable at the time of
the issue of such convertible securities (whether by way of rights, bonus or otherwise) which may be issued at
any time and from time to time thereafter to such persons and on such terms and conditions and for such
purposes as the Directors may in their absolute discretion deem fit provided always that the aggregate number
of Shares and/or convertible securities to be issued shall not exceed 50.0% of the issued share capital of our
Company, of which the aggregate number of Shares and/or convertible securities to be issued other than on a
pro rata basis to existing shareholders shall not exceed 20.0% of the issued share capital of our Company, and
provided that the aggregate number of Shares to be issued on a pro rata basis to existing shareholders of our
Company by way of a renounceable rights issue does not exceed 100.0% (or such other limit permitted by the
SGX-ST from time to time) (the percentage of issued share capital being based on the issued share capital
immediately following the completion of the Offering after adjusting for new Shares arising from the
conversion of any convertible securities or employee share options in issue at the time such authority is given
and any subsequent consolidation or subdivision of shares). Unless revoked or varied by us in general
meeting, such authority shall continue in force until the conclusion of the next annual general meeting of our
Company or the expiration of the period within which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier.
Shareholders
We only recognise the persons who are registered in our register of members and, in cases in which the
person so registered is CDP or its nominee, as the case may be, we recognise the persons named as the
depositors in the depository register maintained by CDP for our Shares as holders of our Shares.
We will not, except as required by law, recognise any equitable, contingent, future or partial interest in
any of our Shares, or any interest in any fractional part of a Share, or other rights in respect of any Share,
other than the absolute right thereto of the person whose name is entered in our register of members as the
registered holder thereof, or of the person whose name is entered in the depository register maintained by
CDP for that Share.
We may close our register of members at any time or times if we provide the SGX-ST with at least ten
clear Market Days’ notice, or such other periods as may be prescribed by the SGX-ST. However, our register
of members may not be closed for more than 30 days in aggregate in any calendar year. We typically close
our register of members to determine shareholders’ entitlement to receive dividends and other distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid-up Shares except where required by law or the listing
rules of, or by-laws and rules governing, any securities exchange upon which our Shares are listed or as
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provided in our Articles of Association. Our Board of Directors may in their discretion decline to register any
transfer of Shares on which we have a lien and in the case of Shares not fully paid-up may refuse to register a
transfer to a transferee of whom they do not approve. A shareholder may transfer any Shares registered in its
own name by means of a duly signed instrument of transfer in a form approved by any securities exchange
upon which our Shares are listed or in any other form acceptable to our Directors. Our Board of Directors
may also decline to register any instrument of transfer unless, among other things, it has been duly stamped
and is presented for registration together with the share certificate and such other evidence of title as they may
require. A shareholder may transfer any Shares held through the SGX-ST book-entry settlement system by
way of a book-entry transfer without the need for any instrument of transfer.
We will replace lost or destroyed certificates for Shares provided that the applicant pays a fee which
will not exceed S$2.00, and furnishes such evidence and a letter of indemnity as our Board of Directors may
require.
General Meetings of our Shareholders
We are required to hold a general meeting of shareholders every year and not more than 15 months after
the holding of the last preceding annual general meeting. Our Board of Directors may convene an
extraordinary general meeting whenever they think fit and it must do so upon the written request of
shareholders representing not less than 10.0% of the total voting rights of all shareholders. In addition, two or
more shareholders holding not less than 10.0% of our total number of issued Shares may call a meeting of our
shareholders.
Unless otherwise required by law or by our Articles of Association, voting at general meetings is by
ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at that meeting. An
ordinary resolution suffices, for example, for the appointment of directors. A special resolution, requiring the
affirmative vote of at least 75.0% of the votes cast at the meeting, is necessary for certain matters under
Singapore law, including:
voluntary winding up;
amendments to our Memorandum of Association and our Articles of Association;
a change of our corporate name; and
a reduction in the share capital.
We must give at least 21 days’ notice in writing for every general meeting convened for the purpose of
passing a special resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. For so
long as our Shares are listed on the SGX-ST, at least 14 days’ notice of any general meeting shall be given in
writing to the SGX-ST and by advertisement in the daily press.
The notice must be given to every shareholder who has supplied us with an address in Singapore for the
giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of special
business, the general nature of that business.
Voting Rights
A shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A
proxy need not be a shareholder. A person who holds Shares through the SGX-ST book-entry settlement
system will only be entitled to vote at a general meeting as a shareholder if his name appears on the
depository register maintained by CDP 48 hours before the general meeting.
Except as otherwise provided in our Articles of Association, two or more shareholders must be present
in person or by proxy or attorney, representing one-third or more of our total issued Shares to constitute a
quorum at any general meeting. Under our Articles of Association:
on a show of hands, every shareholder present in person or by proxy shall have one vote (provided
that in the case of a shareholder who is represented by two proxies, only one of the two proxies as
determined by that shareholder or, failing such determination, by the chairman of the meeting (or by a
person authorised by the chairman of the meeting) in his sole discretion shall be entitled to vote on a
show of hands); and
on a poll, every shareholder present in person or by proxy or attorney shall have one vote for each
Share which he holds or represents.
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A poll may be demanded in certain circumstances, including:
by the chairman of the meeting;
by not less than two shareholders present in person or by proxy or attorney and entitled to vote at the
meeting;
by any shareholder present in person or by proxy or attorney and representing not less than one-tenth
of the total voting rights of all shareholders having the right to vote at the meeting; and
by any shareholder present in person or by proxy or attorney and holding not less than 10.0% of the
total number of paid-up Shares (excluding treasury shares).
In the case of a tie vote, whether on a show or hands or a poll, the chairman of the meeting shall be
entitled to a casting vote.
Limitations on Rights to Hold Shares
Singapore law and our Articles of Association do not impose any limitations on the right of non-resident
or foreign shareholders to hold or exercise voting rights attached to our Shares.
Dividends
We may, by ordinary resolution of our shareholders, declare dividends at a general meeting, but we may
not pay dividends in excess of the amount recommended by our Board of Directors. Our Board of Directors
may also declare an interim dividend without the approval of our shareholders.
We must pay all dividends out of our profit(s) available for distribution.
All dividends we pay are pro rata in amount to our shareholders in proportion to the amount paid up or
credited as paid on each shareholder’s Shares, unless the rights attaching to an issue of any share or class of
shares provide otherwise.
Unless otherwise directed, dividends may be paid by a cheque or warrant sent through the post to each
shareholder at his registered address appearing in our register of members or (as the case may be) the
depository register. However, our payment to CDP of any dividend payable to a shareholder whose name is
entered in the depository register shall, to the extent of payment made to CDP, discharge us from any liability
to that shareholder in respect of that payment.
Bonus and Rights Issue
Our Board of Directors may, with the approval from our shareholders at a general meeting, capitalise
any sums standing to the credit of any of the Group’s reserve accounts or other undistributable reserve or any
sum standing to the credit of profit and loss account and distribute the same as bonus Shares credited as
paid-up to the shareholders in proportion to their shareholdings.
Our Board of Directors may also issue bonus Shares to participants of any share incentive or option
scheme or plan implemented by the Company and approved by our shareholders in such manner and on such
terms as our Board of Directors shall think fit.
Our Board of Directors may also issue rights to take up additional Shares to shareholders in proportion
to their shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of
any securities exchange upon which our Shares are listed.
Take-overs
The Singapore Code on Take-overs and Mergers, the Singapore Companies Act and the Securities and
Futures Act regulate, among other things, the acquisition of ordinary shares of public companies incorporated
in Singapore. Any person acquiring an interest, whether by a series of transactions over a period of time or
not, either on his own or together with parties acting in concert with him, in 30.0% or more of the voting
Shares in the Company or, if such person holds, either on his own or together with parties acting in concert
with him, between 30.0% and 50.0% (both inclusive) of the voting Shares in the Company, and if he (or
parties acting in concert with him) acquires additional voting Shares representing more than 1.0% of our
voting Shares in any six-month period, must, except with the consent of the Securities Industry Council,
extend a mandatory take-over offer for the remaining voting Shares in accordance with the provisions of the
Singapore Code on Take-overs and Mergers.
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“Parties acting in concert” comprise individuals or companies who, pursuant to an arrangement or
understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a
company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the
presumption is rebutted) to be acting in concert with each other. They include:
a company and its related companies, the associated companies of any of the company and its related
companies, companies whose associated companies include any of these companies and any person
who has provided financial assistance (other than a bank in the ordinary course of business) to any of
the foregoing for the purchase of voting rights;
a company and its directors (including their close relatives, related trusts and companies controlled by
any of the directors, their close relatives and related trusts);
a company and its pension funds and employee share schemes;
a person and any investment company, unit trust or other fund whose investment such person manages
on a discretionary basis;
a financial or other professional adviser, including a stockbroker, and its clients in respect of shares
held by the adviser and persons controlling, controlled by or under the same control as the adviser and
all the funds managed by the adviser on a discretionary basis, where the shareholdings of the adviser
and any of those funds in the client total 10.0% or more of the client’s equity share capital;
directors of a company (including their close relatives, related trusts and companies controlled by any
of such directors, their close relatives and related trusts) which is subject to an offer or where the
directors have reason to believe a bona fide offer for the company may be imminent;
partners; and
an individual and his close relatives, related trusts, any person who is accustomed to act in accordance
with his instructions and companies controlled by the individual, his close relatives, his related trusts
or any person who is accustomed to act in accordance with his instructions and any person who has
provided financial assistance (other than a bank in the ordinary course of business) to any of the
foregoing for the purchase of voting rights.
Subject to certain exceptions, a mandatory take-over offer must be in cash or be accompanied by a cash
alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror
during the offer period and within the six months preceding the acquisition of shares that triggered the
mandatory offer obligation.
Under the Singapore Code on Take-overs and Mergers, where effective control of a public company
incorporated in Singapore is acquired or combined by a person, or persons acting in concert, a general offer to
all other shareholders is normally required. An offeror must treat all shareholders of the same class in an
offeree company equally. A fundamental requirement is that shareholders in the company subject to the takeover
offer must be given sufficient information, advice and time to consider and decide on the offer.
Liquidation or Other Return of Capital
If we are liquidated or in the event of any other return of capital, holders of our Shares will be entitled
to participate in the distribution of any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares in the Company.
Indemnity
As permitted by Singapore law, our Articles of Association provide that, subject to the Singapore
Companies Act, our Board of Directors and officers shall be entitled to be indemnified by us against any
liability incurred in defending any proceedings, whether civil or criminal:
which relate to anything done or omitted or alleged to have been done or omitted by them as an
officer, director or employee; and
in which judgment is given in their favour or in which they are acquitted or in connection with any
application under any statute for relief from liability in respect thereof in which relief is granted by
the court.
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We may not indemnify our Directors and officers against any liability which by law would otherwise
attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be
guilty in relation to us. However, we may purchase and maintain for our Directors and executive officers
insurance against any such liability.
Substantial Shareholdings
Under the Singapore Companies Act, a person has a substantial shareholding in the Company if he has
an interest (or interests) in one or more voting shares in the Company and the total votes attached to that
share or those shares is not less than 5.0% of the aggregate of the total votes attached to all voting shares in
the Company.
The Singapore Companies Act and the Securities and Futures Act require such substantial shareholders
to give notice to us and the SGX-ST, including full particulars of their interest and the circumstances by
which they have acquired such interest, within two Singapore business days of their becoming our substantial
shareholders, being aware of any change in the percentage level of their interest and ceasing to be substantial
shareholders.
“Percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by
expressing the total votes attached to all the voting shares in the Company in which the substantial
shareholder has an interest (or interests) immediately before or (as the case may be) immediately after the
relevant time as a percentage of the total votes attached to all the voting shares in the Company, and, if it is
not a whole number, rounding that figure down to the next whole number.
The Securities and Futures (Amendment) Act 2009 (the “Amendment Act”) was gazetted on
23 February 2009 and will, inter alia, migrate the substantial shareholder disclosure requirements to the
Securities and Futures Act. The amendments affecting substantial shareholder disclosure requirements have yet
to take effect.
Once these amendments take effect, a substantial shareholder of the Company will no longer be required
to notify the SGX-ST of his interests, or changes in his interests, in voting shares of the Company. Instead, a
substantial shareholder need only give notice to the Company and we will in turn announce or otherwise
disseminate the information stated in the notice to the SGX-ST as soon as practicable and in any case, no later
than the end of the Singapore business day following the day on which we received the notice.
While the definition of an “interest” in our voting shares for the purposes of substantial shareholder
disclosure requirements under the Securities and Futures Act is similar to that under the Singapore Companies
Act, the Securities and Futures Act provides that a person who has authority (whether formal or informal, or
express or implied) to dispose of, or to exercise control over the disposal of, a voting share is regarded as
having an interest in such share, even if such authority is, or is capable of being made, subject to restraint or
restriction in respect of particular voting shares.
In addition, the deadline for a substantial shareholder to make disclosure to the Company under the
Securities and Futures Act will be changed to two Singapore business days after he becomes aware:
that he is or (if he had ceased to be one) had been a substantial shareholder;
of any change in the percentage level in his interest; or
that he had ceased to be a substantial shareholder,
there being a conclusive presumption of a person being “aware” of a fact or occurrence at the time at which
he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware.
Minority Rights
Section 216 of the Singapore Companies Act protects the rights of minority shareholders of Singapore
incorporated companies by giving the Singapore courts a general power to make any order, upon application
by any of our shareholders, as they think fit to remedy any of the following situations:
if our affairs are being conducted or the powers of our Board of Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or
if we take an action, or threaten to take an action, or our shareholders pass a resolution, or propose to
pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of
our shareholders, including the applicant.
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Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Singapore Companies Act itself. Without prejudice to the foregoing, Singapore
courts may:
direct or prohibit any act or cancel or vary any transaction or resolution;
regulate the conduct of our affairs in the future;
authorise civil proceedings to be brought in our name, or on our behalf, by a person or persons and on
such terms as the court may direct;
direct us or some of our shareholders to purchase a minority shareholder’s shares and, in the case of
our purchase of Shares, a corresponding reduction of our share capital;
direct that our Memorandum of Association and our Articles of Association be amended; and
direct that we be wound up.
Legal Framework
The following statements are brief summaries of the laws of Singapore relating to the legal framework
in Singapore and our Board of Directors, which are qualified in their entirety by reference to the laws of
Singapore.
Singapore has a common law system based on a combination of case law and statutes.
The Singapore Companies Act is the principal legislation governing companies incorporated under the
laws of Singapore and provides for three main forms of corporate vehicles, being the company limited by
shares, the company limited by guarantee and the unlimited company.
Companies are incorporated by filing with the Accounting and Corporate Regulatory Authority in
Singapore certain electronic forms, including the constitutional documents which comprise its memorandum
and articles of association.
The memorandum of association of a Singapore incorporated company may set out the specific objects
and powers of the company, or may give the company full power to carry on or undertake any business
activity. The articles of association generally contain provisions relating to share capital and variation of
rights, transfers and transmissions of shares, meetings of shareholders, directors and directors’ meetings,
powers and duties of directors, accounts, dividends and reserves, capitalisation of profits, secretary, common
seal, winding-up and indemnity of the officers of a company.
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TAXATION
The following summary of certain Singapore and United States income tax consequences of the
purchase, ownership and disposition of our Shares is based upon laws, regulations, rulings and decisions now
in effect, all of which are subject to change (possibly with retroactive effect). The summary does not purport
to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase,
own or dispose of our Shares and does not purport to apply to all categories of prospective investors, some of
which may be subject to special rules. Prospective investors should consult their own tax advisers concerning
the application of Singapore and United States income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of our Shares arising under the laws of any other
taxing jurisdiction.
Singapore Taxation
The statements made herein regarding taxation are general in nature and based on certain aspects of the
tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of
this document and are subject to any changes in such laws or administrative guidelines, or in the interpretation
of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis.
These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the
courts could later disagree with the explanations or conclusions set out below. The statements below are not to
be regarded as advice on the tax position of any holder of our Shares or of any person acquiring, selling or
otherwise dealing with our Shares or on any tax implications arising from the acquisition, sale or other
dealings in respect of our Shares. The statements made herein do not purport to be a comprehensive or
exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, own or
dispose of our Shares and do not purport to deal with the tax consequences applicable to all categories of
investors some of which (such as dealers in securities) may be subject to special rules. Prospective
Shareholders are advised to consult their own tax advisers as to the Singapore or other tax consequences of
the acquisition, ownership or disposal of our Shares. The statements below are based on the assumption that
our Company is a tax resident in Singapore for Singapore income tax purposes. It is emphasised that neither
our Company nor any other persons involved in this document accepts responsibility for any tax effects or
liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.
Individual income tax
An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was
physically present in Singapore or exercised an employment in Singapore (other than as a director of a
company) for 183 days or more, or if he resides in Singapore.
Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income
accruing in or derived from Singapore. All foreign-sourced income received in Singapore on or after
1 January 2004 by a Singapore tax resident individual (except for income received through a partnership in
Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in Singapore
(“Comptroller”) is satisfied that the tax exemption would be beneficial to the individual.
A Singapore tax resident individual is taxed at progressive rates ranging from 0.0% to 20.0%. Nonresident
individuals, subject to certain exceptions and conditions, are subject to Singapore income tax on
income accruing in or derived from Singapore at the rate of 20.0%.
Corporate income tax
A corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the control and
management of its business is exercised in Singapore.
Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on income
accruing in or derived from Singapore and, subject to certain exceptions, on foreign-sourced income received
or deemed to be received in Singapore. Foreign-sourced income in the form of dividends, branch profits and
services income received or deemed to be received in Singapore by Singapore tax resident companies on or
after 1 June 2003 are exempt from tax if certain prescribed conditions are met, including the following:
(i) such income is subject to tax of a similar character to income tax under the law of the jurisdiction from
which such income is received; and
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(ii) at the time the income is received in Singapore, the highest rate of tax of a similar character to income
tax (by whatever name called) levied under the law of the territory from which the income is received
on any gains or profits from any trade or business carried on by any company in that territory at that
time is not less than 15.0%.
Certain concessions and clarifications have also been announced by the Inland Revenue Authority of
Singapore with respect to such conditions.
A non-resident corporate taxpayer is subject to income tax on income that is accrued in or derived from
Singapore, and on foreign-sourced income received or deemed received in Singapore, subject to certain
exceptions.
The corporate tax rate is 17.0% with effect from year of assessment 2010. In addition, three-quarters of
up to the first S$10,000, and one-half of up to the next S$290,000, of a company’s chargeable income
otherwise subject to normal taxation is exempt from corporate tax. The remaining chargeable income will be
fully taxable at the corporate tax rate.
New companies will also, subject to certain conditions, be eligible for full tax exemption on their
normal chargeable income of up to S$100,000 a year for each of the company’s first three years of
assessment.
Dividend distributions
Dividends received in respect of our Shares by either a resident or non-resident of Singapore are not
subject to Singapore withholding tax, on the basis that our Company is a tax resident of Singapore.
Under the one-tier corporate tax system, the tax on corporate profits is final and dividends paid by a
Singapore resident company are tax exempt in the hands of a shareholder, regardless of whether the
shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident.
Gains on disposal of Shares
Singapore does not impose tax on capital gains. There are no specific laws or regulations which deal
with the characterisation of whether a gain is income or capital in nature. Gains arising from the disposal of
our Shares may be construed to be of an income nature and subject to Singapore income tax, especially if
they arise from activities which are regarded as the carrying on of a trade or business and the gains are
sourced in Singapore.
In addition, Shareholders who apply, or who are required to apply, the Singapore Financial Reporting
Standard 39 Financial Instruments — Recognition and Measurement (“FRS 39”) for the purposes of
Singapore income tax may be required to recognise gains or losses (not being gains or losses in the nature of
capital) in accordance with the provisions of FRS 39 (as modified by the applicable provisions of Singapore
income tax law) even though no sale or disposal of our Shares is made. Shareholders who may be subject to
such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding and disposal of our Shares.
Stamp duty
There is no stamp duty payable on the subscription of our Shares.
Where our Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable on the
instrument of transfer of our Shares at the rate of S$0.20 for every S$100 or part thereof of the consideration
for, or market value of, our Shares, whichever is higher. The stamp duty is borne by the purchaser unless there
is an agreement to the contrary. Where an instrument of transfer is executed outside Singapore or no
instrument of transfer is executed, no stamp duty is payable on the acquisition of our Shares. However, stamp
duty may be payable if the instrument of transfer is executed outside Singapore and is received in Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the scripless trading system
operated by CDP.
Estate duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February
2008.
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Goods and services tax (“GST”)
The sale of our Shares by a GST-registered investor belonging in Singapore for GST purposes to another
person belonging in Singapore is an exempt supply not subject to GST. Any input GST incurred by the
GST-registered investor in making such an exempt supply is generally not recoverable from the Singapore
Comptroller of GST.
Where our Shares are supplied by a GST-registered investor in the course of or furtherance of a business
carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore,
the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject
to GST at 0.0%. Any input GST incurred by the GST-registered investor in making such a supply in the
course of or furtherance of a business carried on by such investor may be fully recoverable from the
Singapore Comptroller of GST.
Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of
ownership of our Shares rendered by a GST-registered person to an investor belonging in Singapore for GST
purposes in connection with the investor’s purchase, sale or holding of our Shares will be subject to GST at
the standard rate of 7.0%. Similar services rendered contractually to and for the direct benefit of an investor
belonging outside Singapore should generally, subject to satisfaction of certain conditions, be subject to GST
at 0.0%.
Certain U.S. Federal Income Tax Considerations
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS
ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
OFFERING CIRCULAR IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT
BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS
INCLUDED HEREIN BY THE COMPANY AND THE VENDOR IN CONNECTION WITH THE
PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE
COMPANY AND THE VENDOR OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN;
AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES
FROM AN INDEPENDENT TAX ADVISER.
*****
The following is a summary of certain material U.S. federal income tax consequences of the acquisition,
ownership and disposition of Shares by a U.S. Holder (as defined below). This summary deals only with
initial purchasers of Shares that are U.S. Holders and that will hold the Shares as capital assets. The
discussion does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax
effect that any of the matters described herein will have on, the acquisition, ownership or disposition of Shares
by particular investors, and does not address state, local, foreign or other tax laws. This summary also does
not address tax considerations applicable to investors that own (directly or indirectly) 10.0% or more of the
voting stock of the Company, nor does this summary discuss all of the tax considerations that may be relevant
to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as
financial institutions, insurance companies, investors liable for the alternative minimum tax, individual
retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or
currencies, investors that will hold the Shares as part of straddles, hedging transactions or conversion
transactions for U.S. federal income tax purposes or investors whose functional currency is not the
U.S. dollar).
As used herein, the term “U.S. Holder” means a beneficial owner of Shares that is, for U.S. federal
income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or
organised under the laws of the United States or any State thereof, (iii) an estate the income of which is
subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of the trust and one or more
U.S. persons have the authority to control all substantial decisions of the trust, or the trust has elected to be
treated as a domestic trust for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a partner in a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes) that holds Shares will depend on the status of the partner
and the activities of the partnership. Prospective purchasers that are partnerships should consult their tax
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advisers concerning the U.S. federal income tax consequences to their partners of the acquisition, ownership
and disposition of Shares by the partnership.
The summary is based on the tax laws of the United States, including the Internal Revenue Code of
1986, as amended, its legislative history, existing and proposed Treasury regulations thereunder, published
rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with
retroactive effect.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS
FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
OWNING THE SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Dividends
General
Subject to the PFIC rules discussed below, distributions paid by the Company out of current or
accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be
taxable to a U.S. Holder as foreign source dividend income, and will not be eligible for the dividends received
deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will
be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the Shares and
thereafter as capital gain. However, the Company does not maintain calculations of its earnings and profits in
accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any
distribution by the Company with respect to Shares will constitute ordinary dividend income. U.S. Holders
should consult their own tax advisers with respect to the appropriate U.S. federal income tax treatment of any
distribution received from the Company.
Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax
credit and source of income rules to dividends on the Shares.
Foreign currency dividends
Dividends paid in Singapore dollars will be included in income in a U.S. dollar amount calculated by
reference to the exchange rate in effect on the day the dividends are received by the U.S. Holder, regardless of
whether the Singapore dollars are converted into U.S. dollars at that time. If dividends received in Singapore
dollars are converted into U.S. dollars on the day they are received, the U.S. Holder generally will not be
required to recognise foreign currency gain or loss in respect of the dividend income.
Sale or other disposition
Subject to the PFIC rules discussed below, upon a sale or other disposition of Shares, a U.S. Holder
generally will recognise capital gain or loss for U.S. federal income tax purposes equal to the difference, if
any, between the amount realised on the sale or other disposition and the U.S. Holder’s adjusted tax basis in
the Shares. This capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period
in the Shares exceeds one year. Net long-term capital gains of non-corporate U.S. Holders, including
individuals, currently are eligible for reduced rates of taxation. The deductibility of capital losses is subject to
limitation. Any gain or loss will generally be U.S. source.
A U.S. Holder’s tax basis in a Share will generally be its U.S. dollar cost. The U.S. dollar cost of a
Share purchased with foreign currency will generally be the U.S. dollar value of the purchase price on the
date of purchase, or the settlement date for the purchase, in the case of Shares traded on an established
securities market that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so
elects). Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and
cannot be revoked without the consent of the U.S. Internal Revenue Service (the “IRS”). The amount realised
on a sale or other disposition of Shares for an amount in foreign currency will be the U.S. dollar value of this
amount on the date of sale or disposition. On the settlement date, the U.S. Holder will recognise U.S. source
foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the
U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other
disposition and the settlement date. However, in the case of Shares traded on an established securities market
that are sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), the amount realised
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will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss
will be recognised at that time.
Disposition of foreign currency
Foreign currency received on the sale or other disposition of a Share will have a tax basis equal to its
U.S. dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis
equal to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on
a sale or other disposition of a foreign currency (including its use to purchase Shares or upon exchange for
U.S. dollars) will be U.S. source ordinary income or loss.
Passive foreign investment company considerations
A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income
and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at
least 75.0% of its gross income is “passive income” or (ii) at least 50.0% of the average value of its assets is
attributable to assets which produce passive income or are held for the production of passive income. The
Company does not believe that it should be treated as a PFIC for U.S. federal income tax purposes but the
Company’s possible status as a PFIC must be determined annually and therefore may be subject to change.
This determination will depend in part on whether the Company continues to earn substantial amounts of
operating income, as well as on the market valuation of the Company’s assets and the Company’s spending
schedule for its cash balances and the proceeds of the Offering. If the Company were to be treated as a PFIC,
U.S. Holders of Shares would be required (i) to pay a special U.S. addition to tax on certain distributions and
gains on sale and (ii) to pay tax on any gain from the sale of Shares at ordinary income (rather than capital
gains) rates in addition to paying the special addition to tax on this gain. Each U.S. Holder generally will be
required to make an annual return on IRS Form 8621 (or any other form specified by the U.S. Department of
the Treasury), reporting distributions received and gains realised with respect to each PFIC in which it holds a
direct or indirect interest. Prospective purchasers should consult their tax advisers regarding the potential
application of the PFIC regime.
Backup withholding and information reporting
Payments of dividends and other proceeds with respect to Shares, by a U.S. paying agent or other
U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable
regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate
taxpayer identification number or certification of exempt status or fails to report all interest and dividends
required to be shown on its U.S. federal income tax returns. Certain U.S. Holders (including, among others,
corporations) are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their
qualification for exemption from backup withholding and the procedure for obtaining an exemption.
New legislation
Legislation enacted in March 2010 imposes new reporting requirements on the holding of certain foreign
financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds
US$50,000. The Shares are expected to constitute foreign financial assets subject to these requirements unless
the Shares are held in an account at a domestic financial institution. U.S. Holders should consult their tax
advisors regarding the application of this legislation.
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PLAN OF DISTRIBUTION
Under the terms and subject to the conditions contained in a purchase agreement among us, Standard
Chartered Private Equity Limited, Metcomp Group Holdings, the Vendor and the Initial Purchasers, dated
23 November 2010 (the “Purchase Agreement”) the Vendor has agreed to sell, and each Initial Purchaser
has, subject to certain conditions, severally agreed to purchase or procure purchasers for the number of
Offering Shares indicated in the following table.
Initial Purchasers
Number of
Offering Shares
Credit Suisse (Singapore) Limited. ............................................. 69,473,684
Morgan Stanley Asia (Singapore) Pte. .......................................... 69,473,684
Standard Chartered Securities (Singapore) Pte. Limited .............................. 41,052,632
Total ................................................................... 180,000,000
The Purchase Agreement may be terminated at any time prior to delivery of the Offering Shares
pursuant to the terms of the Purchase Agreement, upon the occurrence of certain events, including, among
other things, certain force majeure events. The closing of the Offering is conditional upon certain events,
including the fulfilment, or waiver by the SGX-ST, of all of the conditions contained in the letter of eligibility
from the SGX-ST for the listing and quotation of all of our issued Shares (including the Offering Shares and
the Additional Shares) and the Plan Shares on the Official List of the SGX-ST.
We, Standard Chartered Private Equity Limited, Metcomp Group Holdings and the Vendor have also
entered into an offer agreement dated 23 November 2010 (the “Offer Agreement”), with the Singapore
Underwriters for the sale of the Offering Shares by the Vendor to the public in Singapore. Subject to the terms
and conditions in the Offer Agreement, and concurrently with the sale of 180,000,000 Shares pursuant to the
Purchase Agreement, the Vendor has agreed to appoint the Singapore Underwriters to procure purchasers, and
the Singapore Underwriters severally have agreed to procure purchasers or, failing which, to purchase, the
number of Offering Shares indicated in the following table, at the Offering Price.
Singapore Underwriters
Number of
Offering Shares
Credit Suisse (Singapore) Limited. ............................................. 7,719,298
Morgan Stanley Asia (Singapore) Pte. .......................................... 7,719,298
Standard Chartered Securities (Singapore) Pte. Limited .............................. 4,561,404
Total ................................................................... 20,000,000
The closing of the International Offering is conditional upon the closing of the Singapore Public Offer
and vice versa.
The Offering Shares may be re-allocated between the International Offering and the Singapore Public
Offer at the discretion of the Underwriters (in consultation with the Vendor).
The Underwriters are offering the Offering Shares, subject to prior sale, when, as and if issued or sold to
and accepted by them, subject to certain conditions precedent including the receipt by the Underwriters of
officer’s certificates and legal opinions. The Underwriters reserve the right to withdraw, cancel or modify such
offers and to reject orders in whole or in part.
The Initial Purchasers may make sub-placement arrangements in respect of their obligations, and the
Singapore Underwriters may make sub-underwriting agreements in respect of their obligations, upon such
terms and conditions as they deem fit.
We, Standard Chartered Private Equity Limited, Metcomp Group Holdings and the Vendor have agreed
to indemnify the Initial Purchasers against certain liabilities, including certain liabilities under the Securities
Act, and to contribute to payments the Underwriters may be required to make in respect of those liabilities.
We, Standard Chartered Private Equity Limited, Metcomp Group Holdings and the Vendor have agreed
to indemnify the Singapore Underwriters against certain liabilities, including liabilities under the Securities
and Futures Act, and to contribute to payments the Singapore Underwriters may be required to make in
respect of those liabilities.
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In connection with the Offering, the Underwriters (or their respective affiliates) may, for their own
accounts, enter into swaps or other derivative transactions relating to the Shares at the same time as the
Offering or in secondary market transactions. As a result of such transactions (including hedging of such
transactions), the Underwriters (or their respective affiliates) may hold long or short positions in such Shares
or derivatives. These transactions may comprise a substantial portion of the Offering.
Expenses and Commission
The Underwriters have agreed to purchase or procure purchasers for the Offering Shares at the Offering
Price set forth on the cover page of this document. The Vendor will pay the Underwriters, as compensation
for their services in connection with the Offering, underwriting fees and selling commission amounting to
2.5% of the total gross proceeds from the sale of the Offering Shares and the sale of the Additional Shares (if
the Over-allotment Option is exercised), respectively.
See “Use of Proceeds” for details on the expenses incurred in connection with the Offering.
Purchasers of our Offering Shares, other than those in the Singapore Public Offer, will be required to
pay to the Initial Purchasers a brokerage fee of up to 1.0% of the Offering Price.
No Existing Public Market
Prior to the Offering, there has been no public market for our Shares. Following a book-building
process, the Offering Price was fixed by agreement between the Underwriters and the Vendor. Among the
factors considered in determining the Offering Price were the prevailing market conditions, current market
valuations of publicly traded companies that the Vendor and the Underwriters believe to be reasonably
comparable to us, an assessment of our recent historical performance, estimates of our business potential and
earnings prospects, the current state of our development and the current state of our industry and economy as
a whole. No assurance can be given, however, that the prices at which the Offering Shares can be sold after
this Offering will not be lower than the Offering Price or that an active trading market in the Offering Shares
will develop and continue after this Offering.
Over-allotment Option
In connection with the Offering, the Vendor has granted an option to the Stabilising Manager, on behalf of
the Underwriters, to require the Vendor to sell up to 30,000,000 Additional Shares at the Offering Price solely to
cover the over-allotment of the Offering Shares, if any. The Stabilising Manager or its appointed agent, may
exercise the option, in whole or in part, on one or more occasions but no later than the earlier of (i) the date
falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager or its appointed agent has
bought, on the SGX-ST, an aggregate of 30,000,000 Shares, representing 15.0% of the total Offering Shares, to
undertake stabilising actions. The Vendor will pay the Underwriters a commission in respect of the number of
Shares sold by the Vendor pursuant to the Over-allotment Option. The exercise of the Over-allotment Option
will not affect the total number of issued and existing Shares.
Share Lending Agreement
The Stabilising Manager has entered into a share lending agreement dated 23 November 2010 (the
“Share Lending Agreement”) with the Vendor to borrow up to 30,000,000 Shares from the Vendor, which
will be borrowed before the Listing Date, to cover the over-allotment of the Offering Shares, if any. Any
Shares that may be borrowed by the Stabilising Manager under the Share Lending Agreement will be returned
by the Stabilising Manager to the Vendor either through the purchase of Shares in the open market by the
Stabilising Manager in the conduct of stabilisation activities or through exercise of the Over-allotment Option
by the Stabilising Manager on behalf of the Underwriters.
In the event that the Stabilising Manager fails to return any of the Shares borrowed from the Vendor, the
Over-allotment Option shall be deemed to have been automatically exercised (to the extent of any unreturned
Shares) in accordance with the terms of the Purchase Agreement and the Vendor will deliver up to
30,000,000 Shares to the Initial Purchasers pursuant to the terms of the Purchase Agreement.
Reserved Shares
Up to 1,500,000 Offering Shares under the Singapore Public Offer have been reserved for purchase at
the Offering Price by the Directors, management, employees and business associates of our Group. The
Reserved Shares will be otherwise offered on the same terms as the other Offering Shares in the Singapore
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Public Offer. If any of the Reserved Shares are not taken up, they will be made available to satisfy oversubscription
(if any) for the Offering Shares in the Singapore Public Offer.
Shares are not Being Registered under the Securities Act
The Underwriters, directly or through their affiliates, propose to offer the Offering Shares for resale in
transactions not requiring registration under the Securities Act or applicable state securities laws, including
sales pursuant to Rule l44A and Regulation S. The Underwriters will not offer or sell the Offering Shares
except:
within the United States to persons they reasonably believe to be qualified institutional buyers within
the meaning of Rule 144A; or
outside the United States, pursuant to Regulation S.
In addition, until the expiration of 40 days after the commencement of the Offering, an offer or sale of
Offering Shares within the United States by a dealer (whether or not participating in the Offering) may violate
the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance
with Rule 144A or pursuant to another exemption from registration under the Securities Act.
Shares sold pursuant to Regulation S may not be offered or resold within the United States, except
under an exemption from the registration requirements of the Securities Act or under a registration statement
declared effective under the Securities Act.
Each purchaser of the Offering Shares will be deemed to have made the acknowledgements,
representations and agreements as described under “Transfer Restrictions”.
Intersyndicate Agreement
The Joint Lead Managers have entered into an intersyndicate agreement that provides for the
coordination of their activities.
No Sales of Similar Securities and Lock-up
We have agreed with the Underwriters that, from the date of the Purchase Agreement until the date
falling six months from the Listing Date, we will not without the prior written consent of the Underwriters:
issue, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or
otherwise transfer or dispose of, directly or indirectly, or file with the U.S. Securities and Exchange
Commission a registration statement under the Securities Act relating to, any Shares (or any securities
convertible into or exchangeable or exercisable for any or repayable with Shares or which carry rights
to subscribe for or purchase Shares);
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Shares (or any securities convertible into or exchangeable
or exercisable for or repayable with Shares or which carry rights to subscribe for or purchase Shares)
whether such swap, hedge or transaction is to be settled by delivery of Shares or other securities, in
cash or otherwise;
deposit any Shares (or any securities convertible into or exchangeable for or which carry rights to
subscribe for or purchase Shares) in any depository receipt facilities whether any such transaction
described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
The foregoing restrictions shall not apply in respect of any Shares to be issued pursuant to the grant of
Awards under our Share Plans.
The Vendor has agreed with the Underwriters that, from the date of the Purchase Agreement until the
date falling six months from the Listing Date, it will not without the prior written consent of the
Underwriters:
offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or
otherwise transfer or dispose of, directly or indirectly, or file with the U.S. Securities and Exchange
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Commission a registration statement under the Securities Act relating to, any Shares (or any securities
convertible into or exchangeable or exercisable for any or repayable with Shares or which carry rights
to subscribe for or purchase Shares);
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Shares (or any securities convertible into or exchangeable
or exercisable for or repayable with Shares or which carry rights to subscribe for or purchase Shares)
whether such swap, hedge or transaction is to be settled by delivery of Shares or other securities, in
cash or otherwise;
deposit any Shares (or any securities convertible into or exchangeable for or which carry rights to
subscribe for or purchase Shares) in any depository receipt facilities whether any such transaction
described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
The foregoing restrictions shall apply in respect of the Shares (or interest in Shares) held by the Vendor
in aggregate as of the date of the Purchase Agreement, except (i) any Shares to be sold by the Vendor under
the Purchase Agreement (including the Additional Shares to be sold pursuant to the Over-allotment Option
granted by the Vendor) or the Offer Agreement, (ii) any Shares lent by the Vendor to the Stabilising Manager
pursuant to the Share Lending Agreement (provided that the foregoing restriction will apply to such Shares
once they are returned to the Vendor as contemplated under the Share Lending Agreement) and (iii) the
Shares to be distributed by the Vendor (the “Distributed Shares”) pursuant to a dividend in specie, capital
reduction or other lawful methods to its shareholders (namely, Metcomp Group Holdings, Standard Chartered
Private Equity Limited, Daniel Yeong Bou Wai, Sheila Ng Won Lein and other employees of our Company in
the proportions to which they are respectively entitled under the Shareholders’ Agreement as amended by the
Supplemental Shareholders’ Agreement) provided that the restrictions in respect of the Vendor as described
above shall also apply to the Distributed Shares received by Metcomp Group Holdings, Standard Chartered
Private Equity Limited and Daniel Yeong Bou Wai for the same period as is applicable to the Shares held by
the Vendor as at the Listing Date. The foregoing restrictions shall not apply to any transfer of Distributed
Shares from Metcomp Group Holdings or Standard Chartered Private Equity Limited, as the case may be to
their respective wholly-owned subsidiaries, provided that such restrictions shall apply to any Shares received
by such wholly-owned subsidiaries.
Each of Metcomp Group Holdings and Standard Chartered Private Equity Limited (as the respective
owners of 44.0% each of the ordinary shares issued by the Vendor) has also agreed with the Underwriters that,
from the date of the Purchase Agreement until the date falling six months from the Listing Date, it will not
without the prior written consent of the Underwriters:
offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or
otherwise transfer or dispose of, directly or indirectly, or file with the U.S. Securities and Exchange
Commission a registration statement under the Securities Act relating to, any ordinary shares in the
Vendor (“Metcomp Holdings Shares”) (or any securities convertible into or exchangeable or
exercisable for any Metcomp Holdings Shares);
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Metcomp Holdings Shares (or any securities convertible
into or exchangeable or exercisable for or repayable with Metcomp Holdings Shares or which carry
rights to subscribe for or purchase any Metcomp Holdings Shares) whether such swap, hedge or
transaction is to be settled by delivery of Metcomp Holdings Shares or other securities, in cash or
otherwise;
deposit any Metcomp Holdings Shares (or any securities convertible into or exchangeable for or which
carry rights to subscribe for or purchase any Metcomp Holdings Shares) in any depository receipt
facilities whether any such transaction described above is to be settled by delivery of Metcomp
Holdings Shares or such other securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
The foregoing restrictions shall apply to all Metcomp Holdings Shares (or any interest in any Metcomp
Holdings Shares) held by each of Metcomp Group Holdings and Standard Chartered Private Equity Limited as
of the date of the Purchase Agreement so long as Metcomp Holdings holds shares of the Company, except
that this restriction shall not apply to (i) transfers of Metcomp Holdings Shares to each of their wholly-owned
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subsidiaries provided that the restrictions in respect of Metcomp Holdings as described above shall also apply
to any Metcomp Holdings Shares received by such wholly-owned subsidiary or (ii) Metcomp Holdings Shares
repurchased by Metcomp Holdings or capital reductions of Metcomp Holdings in connection with a
distribution of cash or shares of the Company by Metcomp Holdings (the “Distributed Shares”) provided that
such restrictions as described above shall also apply to the Distributed Shares received by such parties for the
same period as is applicable to the Metcomp Holdings Shares held by such entities as at the Listing Date. The
foregoing restrictions shall not apply to any transfer of Distributed Shares from Metcomp Group Holdings or
Standard Chartered Private Equity Limited to its wholly-owned subsidiaries, provided that such restrictions
shall apply to any Distributed Shares received by such wholly-owned subsidiaries.
In addition, Mr. Daniel Yeong Bou Wai has also agreed with the Underwriters that, from the date of the
Purchase Agreement until the date falling six months from the Listing Date, he will not without the prior
written consent of the Underwriters:
offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or
otherwise transfer or dispose of, directly or indirectly, or file with the U.S. Securities and Exchange
Commission a registration statement under the Securities Act relating to, any Metcomp Holdings
Shares (or any securities convertible into or exchangeable or exercisable for any Metcomp Holdings
Shares);
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Metcomp Holdings Shares (or any securities convertible
into or exchangeable or exercisable for or repayable with Metcomp Holdings Shares or which carry
rights to subscribe for or purchase any Metcomp Holdings Shares) whether such swap, hedge or
transaction is to be settled by delivery of Metcomp Holdings Shares or other securities, in cash or
otherwise;
deposit any Metcomp Holdings Shares (or any securities convertible into or exchangeable for or which
carry rights to subscribe for or purchase any Metcomp Holdings Shares) in any depository receipt
facilities whether any such transaction described above is to be settled by delivery of Metcomp
Holdings Shares or such other securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
The foregoing restrictions shall apply in respect of the Metcomp Holdings Shares (or interest in
Metcomp Holdings Shares) held by Mr. Daniel Yeong Bou Wai as of the date of the Purchase Agreement so
long as Metcomp Holdings holds shares of the Company, except that this restriction shall not apply to
Metcomp Holdings Shares repurchased by Metcomp Holdings or capital reductions of Metcomp Holdings in
connection with a distribution of cash or shares of the Company by Metcomp Holdings (the “Distributed
Shares”) provided that the restrictions as described above shall also apply to the Distributed Shares received
by Mr. Daniel Yeong Bou Wai for the same period as is applicable to the Metcomp Holdings Shares held by
Mr. Daniel Yeong Bou Wai as at the Listing Date.
In addition, CVC Capital Partners Asia II Limited (as the owner of 100.0% of the ordinary shares issued
by Metcomp Group Holdings) has also agreed with the Underwriters that, from the date of the Purchase
Agreement until the date falling six months from the Listing Date, it will not without the prior written consent
of the Underwriters:
offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or
otherwise transfer or dispose of, directly or indirectly, or file with the U.S. Securities and Exchange
Commission a registration statement under the Securities Act relating to, any ordinary shares in
Metcomp Group Holdings (“Metcomp Group Holdings Shares”) (or any securities convertible into
or exchangeable or exercisable for any Metcomp Group Holdings Shares);
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Metcomp Group Holdings Shares (or any securities
convertible into or exchangeable or exercisable for or repayable with Metcomp Group Holdings Shares
or which carry rights to subscribe for or purchase any Metcomp Group Holdings Shares) whether such
swap, hedge or transaction is to be settled by delivery of Metcomp Group Holdings Shares or other
securities, in cash or otherwise;
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deposit any Metcomp Group Holdings Shares (or any securities convertible into or exchangeable for
or which carry rights to subscribe for or purchase any Metcomp Group Holdings Shares) in any
depository receipt facilities whether any such transaction described above is to be settled by delivery
of Metcomp Group Holdings Shares or such other securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
The foregoing restrictions shall apply to all Metcomp Group Holdings Shares (or any interest in any
Metcomp Group Holdings Shares) held by CVC Capital Partners Asia II Limited as of the date of the
Purchase Agreement, except that this restriction shall not apply to transfers of Metcomp Group Holdings
Shares to its wholly-owned subsidiaries provided that the restrictions in respect of CVC Capital Partners
Asia II Limited as described above shall also apply to any Metcomp Group Holdings Shares received by such
wholly-owned subsidiary.
Price Stabilisation
In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager), on behalf of the Underwriters, may over-allot Shares or effect transactions that may stabilise or
maintain the market price of our Shares at levels that might not otherwise prevail in the open market. Such
transactions consist of bids or purchases to peg, fix or maintain the price of the Shares. If the Stabilising
Manager creates a short position in the Shares in connection with the Offering, that is, if they sell more than
30,000,000 Offering Shares, the Stabilising Manager may reduce that short position by purchasing Shares in
the open market. The Stabilising Manager may also elect to reduce any short position by exercising all or part
of the Over-allotment Option described above. Purchases of a security to stabilise the price or to reduce a
short position may cause the price of the security to be higher than it might be in the absence of these
purchases. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible
to do so, in each case in compliance with all applicable laws and regulations, including the Securities and
Futures Act and any regulations thereunder. However, there is no assurance that the Stabilising Manager (or
its appointed agent) will undertake any such stabilising actions. The number of Shares that the Stabilising
Manager may buy to undertake stabilising actions shall not exceed an aggregate of 30,000,000 Shares
representing 15.0% of the total Offering Shares. Such transactions may commence on or after the Listing Date
and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date
falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 30,000,000 Shares,
representing 15.0% of the total Offering Shares, to undertake stabilising actions.
None of us, the Vendor or the Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the price of the Shares. In addition,
none of us, the Vendor or the Underwriters makes any representation that the Stabilising Manager will engage
in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Selling Restrictions
Australia
No prospectus or other disclosure document has been lodged with the Australian Securities and
Investments Commission, or ASIC, in relation to the Offering. This document does not constitute a prospectus
or other disclosure document under the Corporations Act 2001 (Cth) (the “Corporations Act”), and does not
purport to include the information required for a prospectus or other disclosure document under the
Corporations Act.
Any offer in Australia of the Shares may only be made to persons, or the Exempt Investors, who are
“sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), to “professional
investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or
more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Shares
without disclosure to investors under Chapter 6D of the Corporations Act.
The Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia for
12 months from the date of issue under the International Offering, except in circumstances where disclosure to
investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under
section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document
which complies with Chapter 6D of the Corporations Act. Any person acquiring our Shares must observe such
Australian on-sale restrictions.
145

European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any Shares of our
Company may not be made in that Relevant Member State, except that such Shares may be offered to the
public in that Relevant Member State:
(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (i) an average of at least 250 employees during the
last financial year, (ii) a total balance sheet of more than A43,000,000 and (iii) an annual turnover
of more than A50,000,000, as shown in its last annual or consolidated accounts;
(c) by the Underwriter to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive); or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Shares of our Company shall result in a requirement for the
publication by our Company or any Underwriter of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression “an offer to the public” in relation to the Shares of the
Company in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the Offering and any Shares of our Company to be offered so as to
enable an investor to decide to purchase or subscribe for the Shares of our Company, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State and
the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
Hong Kong
No Shares of our Company may be offered or sold in Hong Kong or offered or directed from outside
Hong Kong to any person in Hong Kong, by means of any document, other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that ordinance; or (b) in other circumstances which do not result in the document being a “prospectus”
as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance.
No advertisement, invitation or document relating to the Shares of our Company, which is directed at, or
the contents of which are likely to be accessed or read by, the public of Hong Kong has been or will be issued
other than with respect to such Shares which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any
rules made under that Ordinance.
Switzerland
No Shares will be publicly offered or distributed in Switzerland. Shares shall be offered in Switzerland
privately only to a select circle of investors without the use of any public means of information or
advertisement. This document does not constitute an offer prospectus within the meaning of Art. 652a of the
Swiss Code of Obligations. It has not been filed with or approved by any Swiss regulatory authority or stock
exchange. The Shares will not be registered in Switzerland or listed at any Swiss stock exchange. This
document may not be distributed or used in Switzerland without our prior written approval.
United Kingdom
This document is for distribution only to persons who: (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Financial Promotion Order”); (ii) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial
Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be
146

communicated or caused to be communicated (all such persons together being referred to as “relevant
persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
United States
The Offering Shares are being offered or sold (i) within the United States to “qualified institutional
buyers” in reliance on Rule 144A or another exemption from registration under the Securities Act and
(ii) outside the United States in reliance on Regulation S. The Offering Shares have not been and will not be
registered under the Securities Act and may not be offered, sold, pledged or transferred within the United
States except in certain transactions not subject to, or pursuant to an exemption, from the registration
requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by
Regulation S under the Securities Act. In addition, until 40 days after the first date upon which the securities
were bona fide offered to the public, an offer or sale of the Offering Shares within the United States (whether
or not as part of the Offering) by a dealer may violate the registration requirements of the Securities Act, if
such offer or sale is made otherwise than in accordance with Rule 144A.
The Offering Shares have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or
adequacy of this document relating to the Offering. Any representation to the contrary is a criminal offence in
the United States.
Each purchaser of the Shares in the Offering will be deemed to have made the acknowledgements,
representations and agreements as described in “Transfer Restrictions”.
General
Purchasers of Shares under the International Offering may be required to pay stamp taxes and other
charges in accordance with the laws and practice of the country of purchase in addition to the Offering Price
on the cover of this document and brokerage fees.
No action has been or will be taken in any jurisdiction that would permit a public offer of the Shares
being offered outside of Singapore, or the possession, circulation or distribution of this document or any other
material relating to us or the Shares, in any jurisdiction where action for the purpose is required. Accordingly,
the Shares may not be offered or sold, directly or indirectly, and neither this document nor any other offering
material or advertisements in connection with the Offering Shares may be distributed or published, in or from
any country or jurisdiction except under circumstances that will result in compliance with any applicable rules
and regulations of any such country or jurisdiction.
It is expected that delivery of the Shares offered in the Offering will be made through the facilities of
the CDP (scripless system) approximately five business days after payment.
Other Relationships
Standard Chartered Securities (Singapore) Pte. Limited is affiliated with Standard Chartered Private
Equity Limited, which owns 44.0% of the issued ordinary shares of the Vendor. Additionally, Standard
Chartered Bank, an affiliate of Standard Chartered Securities (Singapore) Pte. Limited, and its affiliates are
the lenders under our US$245.0 million secured lending facility which is expected to be partly repaid with the
proceeds of the Offering. Affiliates of Standard Chartered Bank are lenders under our Term Loan Facility,
Revolving Credit Facility and Trade Finance Facility.
The Underwriters and certain of their affiliates may have performed other commercial banking,
investment banking and advisory services for us and our affiliates from time to time for which they received
customary fees and expenses. The Underwriters may, from time to time, trade in our securities, engage in
transactions with, and perform services for us and our affiliates in the ordinary course of their business.
Persons Intending to Purchase the Offering Shares
As of the date of this document, we are not aware of any person who intends to purchase more than
5.0% of the Offering Shares pursuant to the Offering.
147

TRANSFER RESTRICTIONS
The Shares in the Offering have not been registered under the Securities Act and may not be offered or
sold within the United States except to (a) qualified institutional buyers in reliance on the exemption from the
registration requirements of the Securities Act provided by Rule 144A and (b) certain persons in offshore
transactions in reliance on Regulation S.
Each purchaser of Shares within the United States pursuant to Rule 144A and outside the United States
pursuant to Regulation S, and each subsequent purchaser of those Offering Shares in resales prior to the
expiration of the distribution compliance period, by accepting delivery of this document and those Shares in
the Offering will be deemed to have represented, agreed and acknowledged as follows (terms used in this
paragraph that are defined in Rule 144A or Regulation S are used herein as defined therein):
(1) The purchaser (A)(i) is a qualified institutional buyer, (ii) is aware, and each beneficial owner has been
advised, that the sale of such Shares to it is being made in reliance on Rule 144A and (iii) is acquiring
such Shares for its own account or for the account of a qualified institutional buyer with respect to
which it exercises sole investment discretion, or (B) is purchasing such Shares in an offshore transaction
pursuant to Regulation S and it is not an affiliate of us or a person acting on behalf of such an affiliate.
(2) The purchaser understands that the Shares in the Offering are being offered in a transaction not involving
any public offering in the United States within the meaning of the Securities Act, that such Shares have
not been and will not be registered under the Securities Act and that (A) if in the future it decides to offer,
resell, pledge or otherwise transfer any of such Shares, such Shares may be offered, resold, pledged or
otherwise transferred only (i) in the United States to a person whom the seller and any person acting on
its behalf reasonably believe is a qualified institutional buyer (as defined in Rule 144A) purchasing for its
own account or for the account of a qualified institutional buyer in a transaction meeting the requirements
of Rule 144A, (ii) outside the United States in an offshore transaction in accordance with Regulation S
under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided
by Rule 144 thereunder (if available), however, if our Company or our affiliates subsequently sell our
Shares in the United States, our Shares may indefinitely remain “restricted securities”, or (iv) pursuant to
an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance
with any applicable securities laws of any State of the United States, and that (B) the purchaser will, and
each subsequent holder is required to, notify any subsequent purchaser of Shares from it of the resale
restrictions referred to in (A) above.
(3) It understands that the Shares in the Offering purchased pursuant to Rule 144A, to the extent they are in
certificated form, unless we determine otherwise in accordance with applicable law, will bear a legend
substantially to the following effect:
“THESE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND MAY NOT OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER,
(2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER IF
AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
FOR RESALE OF THESE SHARES.”
(4) We, the Underwriters and their affiliates and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements. If the purchaser is acquiring any Shares
in the Offering for the account of one or more qualified institutional buyers, it represents that it has sole
investment discretion with respect to each such account and that it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each such account.
148

Prospective purchasers are hereby notified that sellers of the Shares in the Offering may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Each purchaser of the Shares in the Offering will be deemed to have represented and agreed that it is
relying on this document and not on any other information or representation concerning us or our Shares and
none of us nor any other person responsible for this document or any part of it, nor the Underwriters, will
have any liability for any such other information or representation.
149

CLEARANCE AND SETTLEMENT
Introduction
A letter of eligibility has been obtained from the SGX-ST for the listing of and quotation for our issued
Shares (including the Offering Shares and the Additional Shares) and the new Shares to be issued pursuant to
the grant of Awards under our Share Plans on the SGX-ST. For the purpose of trading on the SGX-ST, a
board lot for our Shares will comprise 1,000 Shares.
Upon listing and quotation on the SGX-ST, our Shares will be cleared and settled under the electronic
book-entry clearance and settlement system of CDP. All dealings in and transactions of our Shares through the
SGX-ST will be effected in accordance with the terms and conditions for the operation of securities accounts,
as amended from time to time.
CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of
Singapore and acts as a depository and clearing organisation. CDP holds securities for its accountholders and
facilitates the clearance and settlement of securities transactions between accountholders through electronic
book-entry changes in the Securities Accounts maintained by such accountholders with CDP.
Clearance and Settlement under the Depository System
The Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of
persons who maintain, either directly or through depository agents, Securities Accounts with CDP. Persons
named as direct Securities Account holders and depository agents in the Depository Register maintained by
CDP, rather than CDP itself, will be treated under the Singapore Companies Act and our Articles of
Association, as our members in respect of the number of our Shares credited to their respective Securities
Accounts.
Persons holding our Shares in a Securities Account with CDP may withdraw the number of Shares they
own from the book-entry settlement system in the form of physical share certificates. Such share certificates
will not, however, be valid for delivery pursuant to trades transacted on the SGX-ST, although they will be
prima facie evidence of title and may be transferred in accordance with our Articles of Association. A fee of
S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than
1,000 Shares will be payable to CDP upon withdrawing our Shares from the book-entry settlement system and
obtaining physical share certificates. In addition, a fee of S$2.00 (or such other amounts as our Directors may
decide) will be payable to our Share Registrar for each share certificate issued, and stamp duty of S$10.00 is
also payable where our Shares are withdrawn in the name of the person withdrawing our Shares, or S$0.20
per S$100.00 or part thereof of the last-transacted price where our Shares are withdrawn in the name of a
third party. Persons holding physical share certificates who wish to trade on the SGX-ST must deposit with
CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of
CDP, and have their respective securities accounts credited with the number of our Shares deposited before
they can effect the desired trades. A fee of S$10.00, subject to GST at the prevailing rate (currently 7.0%), is
payable to CDP upon the deposit of each instrument of transfer with CDP. Transactions in our Shares under
the book-entry settlement system will be reflected by the seller’s Securities Account being debited with the
number of Shares sold and the buyer’s Securities Account being credited with the number of Shares acquired
and no transfer stamp duty is currently payable for the transfer of Shares that are settled on a book-entry
basis.
Clearing Fees
A clearing fee for the trading of Shares on the SGX-ST is payable at the rate of 0.04% of the
transaction value, subject to a maximum of S$600 per transaction. The clearing fee, instruments of transfer
deposit fees and share withdrawal fee are subject to GST of 7.0% (or such other rate prevailing from time to
time).
Dealings in our Shares will be carried out in Singapore dollars and will be effected for settlement in
CDP on a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-ST generally takes place
on the third Market Day following the transaction date, and payment for the securities is generally settled on
the following day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a
direct account with CDP or a sub-account with any CDP depository agent. A CDP depository agent may be a
member company of the SGX-ST, bank, merchant bank or trust company.
150

LEGAL MATTERS
Certain legal matters in connection with the Offering will be passed upon for us by Allen & Gledhill
LLP with respect to matters of Singapore law, and by Linklaters Allen & Gledhill Pte Ltd with respect to
certain matters of U.S. federal securities and New York laws.
Certain legal matters in connection with the Offering will be passed upon for the Vendor by Allen &
Gledhill LLP with respect to matters of Singapore law, and by Linklaters Allen & Gledhill Pte Ltd with
respect to certain matters of U.S. federal securities and New York laws.
Certain legal matters in connection with the Offering will be passed upon for the Underwriters by
WongPartnership LLP with respect to matters of Singapore law, and by Shearman & Sterling LLP with
respect to certain matters of U.S. federal securities and New York laws.
Each of Allen & Gledhill LLP, Linklaters Allen & Gledhill Pte Ltd, WongPartnership LLP and
Shearman & Sterling LLP does not make, or purport to make, any statement in this document and is not
aware of any statement in this document which purports to be based on a statement made by it and each of
them makes no representation, express or implied, regarding, and takes no responsibility for, any statement in
or omission from this document.
151

INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS
Ernst & Young LLP, Public Accountants and Certified Public Accountants, the Independent Auditors
and Reporting Accountants, have given and have not withdrawn their written consent to the issue of this
document with the inclusion herein of:
their name and all references thereto; and
their Independent Auditors’ Report on the consolidated financial statements of Amtek Engineering Ltd
and its Subsidiaries,
in the form and context in which they are included in this document, and to act in such capacity in relation to
this document.
The above reports were prepared for the purpose of incorporation in this document.
152

Company :
CORPORATE INFORMATION
Amtek Engineering Ltd, a company with limited liability incorporated
under the laws of Singapore on 22 October 1980
Board of Directors : Mr. Daniel Yeong Bou Wai, Chairman and Chief Executive Officer
Ms. Sheila Ng Won Lein, Executive Director and Chief Financial Officer
Mr. Peter Ho Kheong Chun, Executive Director
Mr. William Edward Alastair Morrison, Non-Executive Director
Mr. Sigit Prasetya, Non-Executive Director
Mr. Low Seow Juan, Lead Independent Director
Mr. Steven Lim Kok Hoong, Independent Director
Mr. Leong Horn Kee, Independent Director
Company Registration
Number
: 198003886K
Joint Company Secretaries : Tan San-Ju, FCIS
Catherine Lau Wee Nah, CPA
Registered Office : 1 Kian Teck Drive
Singapore 628818
Principal Place of Business : 1 Kian Teck Drive
Singapore 628818
The Vendor : Metcomp Holdings
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Share Registrar and Share
Transfer Office
: Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Joint Global Coordinators : Credit Suisse (Singapore) Limited
1 Raffles Link
#03/#04-01
South Lobby
Singapore 039393
Morgan Stanley Asia (Singapore) Pte.
23 Church Street
#16-01 Capital Square
Singapore 049481
Joint Issue Managers : Credit Suisse (Singapore) Limited
1 Raffles Link
#03/#04-01
South Lobby
Singapore 039393
Morgan Stanley Asia (Singapore) Pte.
23 Church Street
#16-01 Capital Square
Singapore 049481
153

Joint Lead Managers, Joint
Bookrunners and Joint
Underwriters
Joint Lead Manager and
Coordinator of the
Singapore Public Offer
: Credit Suisse (Singapore) Limited
1 Raffles Link
#03/#04-01
South Lobby
Singapore 039393
Morgan Stanley Asia (Singapore) Pte.
23 Church Street
#16-01 Capital Square
Singapore 049481
Standard Chartered Securities (Singapore) Pte. Limited
Marina Bay Financial Centre, Tower 1
#19-01, 8 Marina Boulevard
Singapore 018981
: DBS
6 Shenton Way
DBS Building Tower One
Singapore 068809
Initial Purchasers : Credit Suisse (Singapore) Limited
1 Raffles Link
#03/#04-01
South Lobby
Singapore 039393
Morgan Stanley Asia (Singapore) Pte.
23 Church Street
#16-01 Capital Square
Singapore 049481
Standard Chartered Securities (Singapore) Pte. Limited
Marina Bay Financial Centre, Tower 1
#19-01, 8 Marina Boulevard
Singapore 018981
Singapore Underwriters : Credit Suisse (Singapore) Limited
1 Raffles Link
#03/#04-01
South Lobby
Singapore 039393
Legal Advisers to the
Company and the Vendor as
to Singapore law
Morgan Stanley Asia (Singapore) Pte.
23 Church Street
#16-01 Capital Square
Singapore 049481
Standard Chartered Securities (Singapore) Pte. Limited
Marina Bay Financial Centre, Tower 1
#19-01, 8 Marina Boulevard
Singapore 018981
: Allen & Gledhill LLP
One Marina Boulevard #28-00
Singapore 018989
154

Legal Advisers to the
Company and the Vendor as
to certain matters of U.S.
federal securities and New
York laws
Legal Advisers to the
Underwriters as to
Singapore law
Legal Advisers to the
Underwriters as to certain
matters of U.S. federal
securities and New York
laws
Independent Auditors and
Reporting Accountants
: Linklaters Allen & Gledhill Pte Ltd
One Marina Boulevard #28-00
Singapore 018989
: WongPartnership LLP
One George Street
#20-01
Singapore 049145
: Shearman & Sterling LLP
6 Battery Road #25-03
Singapore 049909
: Ernst & Young LLP
Public Accountants and Certified Public Accountants
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner-in-charge: Michael Sim Juat Quee
Certified Public Accountant
Principal Bankers : Standard Chartered Bank
Marina Bay Financial Centre, Tower 1
Level 24, 8 Marina Boulevard
Singapore 018981
DBS
6 Shenton Way
DBS Building Tower One
Singapore 068809
Receiving Bank : Standard Chartered Bank
Marina Bay Financial Centre, Tower 1
Level 24, 8 Marina Boulevard
Singapore 018981
155

GENERAL AND STATUTORY INFORMATION
Statutory Matters
Except as disclosed below, none of our Directors or executive officers or controlling shareholders (as
defined in the SFR) is or was involved in any of the following events:
(A) at any time during the last 10 years, an application or a petition under any bankruptcy laws of any
jurisdiction filed against him or against a partnership of which he was a partner at the time when he was
a partner or at any time within two years from the date he ceased to be a partner;
(B) at any time during the last 10 years, an application or a petition under any law of any jurisdiction filed
against an entity (not being a partnership) of which he was a director or an equivalent person or a key
executive, at the time when he was a director or an equivalent person or a key executive of that entity or
at any time within two years from the date he ceased to be a director or an equivalent person or a key
executive of that entity, for the winding up or dissolution of that entity or, where that entity is the
trustee of a business trust, that business trust, on the ground of insolvency;
(C) any unsatisfied judgments against him;
(D) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is
punishable with imprisonment, or has been the subject of any criminal proceedings (including any
pending criminal proceedings which he is aware of) for such purpose;
(E) a conviction of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the
subject of any criminal proceedings (including any pending criminal proceedings of which he is aware)
for such breach;
(F) at any time during the last 10 years, judgment entered against him in any civil proceedings in Singapore
or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or
futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his
part, or has been the subject of any civil proceedings (including any pending civil proceedings of which
he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;
(G) a conviction in Singapore or elsewhere of any offence in connection with the formation or management
of any entity or business trust;
(H) disqualification from acting as a director or an equivalent person of any entity (including the trustee of a
business trust), or from taking part directly or indirectly in the management of any entity or business
trust;
(I) been the subject of any order, judgment or ruling of any court, tribunal or governmental body
permanently or temporarily enjoining him from engaging in any type of business practice or activity;
(J) to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the
affairs of:
(a) any corporation which has been investigated for a breach of any law or regulatory requirement
governing corporations in Singapore or elsewhere;
(b) any entity (not being a corporation) which has been investigated for a breach of any law or
regulatory requirement governing such entities in Singapore or elsewhere;
(c) any business trust which has been investigated for a breach of any law or regulatory requirement
governing business trusts in Singapore or elsewhere; or
(d) any entity or business trust which has been investigated for a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so concerned with the
entity or business trust; and
(K) been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded
or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or
government agency, whether in Singapore or elsewhere.
156

Our Lead Independent Director, Mr. Low Seow Juan, was suspended from legal practice for two years
from 25 October 1996 for grossly improper conduct under the Legal Profession Act, Chapter 161 of
Singapore, for his execution of certain conveyancing documents in his wife’s name (albeit with her full
knowledge and consent), and having the documents witnessed and attested to by his colleagues.
One of our Independent Directors, Mr. Leong Horn Kee, was on the board of directors of Unig Pte Ltd
(“Unig”) from November 2000 until January 2003. Unig was ordered by the High Court of Singapore in
February 2003 to be wound up on the grounds of insolvency. Mr Leong served as a non-executive director of
Unig and was a nominee of one of the shareholders. He did not have any executive, management or
operational role in Unig.
Articles of Association of the Company
The following summarises certain provisions of our Articles of Association relating to:
(i) power of a Director to vote on a proposal, arrangement or contract in which he is interested;
Article 102
A Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in
which he has any personal material interest, directly or indirectly. A Director shall not be counted in
the quorum at a meeting in relation to any resolution on which he is debarred from voting.
(ii) the remuneration of our Directors;
Article 79
The ordinary remuneration of the Directors shall from time to time be determined by an Ordinary
Resolution of the Company, shall not be increased except pursuant to an Ordinary Resolution passed at
a General Meeting where notice of the proposed increase shall have been given in the notice convening
the General Meeting and shall (unless such resolution otherwise provides) be divisible among the
Directors as they may agree, or failing agreement, equally, except that any Director who shall hold
office for part only of the period in respect of which such remuneration is payable shall be entitled only
to rank in such division for a proportion of remuneration related to the period during which he has held
office.
Article 80
(A) Any Director who holds any executive office, or who serves on any committee of the Directors, or
who otherwise performs services which in the opinion of the Directors are outside the scope of
the ordinary duties of a Director, may be paid such extra remuneration by way of salary,
commission or otherwise as the Directors may determine.
(B) The remuneration (including any remuneration under Article 80(A) above) in the case of a
Director other than an Executive Director shall be payable by a fixed sum and shall not at any
time be by commission on or percentage of the profits or turnover, and no Director whether an
Executive Director or otherwise shall be remunerated by a commission on or a percentage of
turnover.
Article 82
The Directors shall have power to pay and agree to pay pensions or other retirement, superannuation,
death or disability benefits to (or to any person in respect of) any Director for the time being holding
any executive office and for the purpose of providing any such pensions or other benefits to contribute
to any scheme or fund or to pay premiums.
Article 83
A Director may be party to or in any way interested in any contract or arrangement or transaction to
which the Company is a party or in which the Company is in any way interested and he may hold and
be remunerated in respect of any office or place of profit (other than the office of Auditor of the
Company or any subsidiary thereof) under the Company or any other company in which the Company is
in any way interested and he (or any firm of which he is a member) may act in a professional capacity
for the Company or any such other company and be remunerated therefor and in any such case as
aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all profits and
advantages accruing to him thereunder or in consequence thereof.
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Article 88
The remuneration of a Chief Executive Officer (or person holding an equivalent position) shall from
time to time be fixed by the Directors and may subject to these Articles be by way of salary or
commission or participation in profits or by any or all these modes but he shall not under any
circumstances be remunerated by a commission on or a percentage of turnover.
Article 98(D)
An Alternate Director shall be entitled to contract and be interested in and benefit from contracts or
arrangements or transactions and to be repaid expenses and to be indemnified to the same extent
mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in
respect of his appointment as Alternate Director any remuneration except only such part (if any) of the
remuneration otherwise payable to his principal as such principal may by notice in writing to the
Company from time to time direct.
There are no specific provisions in our Articles of Association relating to a Director’s power to vote on
remuneration (including pension or other benefits) for himself or for any other Director, and whether the
quorum at a meeting of our Board of Directors to vote on Directors’ remuneration may include the
Director whose remuneration is the subject of the vote.
(iii) the borrowing powers exercisable by our Directors;
Article 109
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise all the
powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled
capital and to issue debentures and other securities, whether outright or as collateral security for any
debt, liability or obligation of the Company or of any third party.
Article 109, like any other provision in our Articles of Association, may be amended by a special
resolution of our shareholders.
(iv) the retirement or non-retirement of a Director under an age limit requirement;
There are no specific provisions in our Articles of Association relating to the retirement or nonretirement
of a Director under an age limit requirement. Section 153(1) of the Singapore Companies Act
however, provides that no person of or over the age of 70 years shall be appointed a director of a public
company, unless he is appointed or re-appointed as a director of our Company or authorised to continue
in office as a Director of our Company by way of an ordinary resolution passed at an annual general
meeting of our Company.
(v) the shareholding qualification of a Director;
Article 78
A Director shall not be required to hold any shares of the Company by way of qualification. A Director
who is not a member of the Company shall nevertheless be entitled to attend and speak at General
Meetings.
(vi) the rights, preferences and restrictions attaching to each class of shares;
Article 51
Any General Meeting at which it is proposed to pass a Special Resolution or (save as provided by the
Statutes) a resolution of which special notice has been given to the Company, shall be called by
21 days’ notice in writing at the least and an Annual General Meeting and any other Extraordinary
General Meeting by 14 days’ notice in writing at the least. The period of notice shall in each case be
exclusive of the day on which it is served or deemed to be served and of the day on which the meeting
is to be held and shall be given in the manner hereinafter mentioned to all members other than such as
are not under the provisions of these Articles and the Act entitled to receive such notices from the
Company; Provided that a General Meeting notwithstanding that it has been called by a shorter notice
than that specified above shall be deemed to have been duly called if it is so agreed:
(a) in the case of an Annual General Meeting by all the members entitled to attend and vote thereat;
and
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(b) in the case of an Extraordinary General Meeting by a majority in number of the members having a
right to attend and vote thereat, being a majority together holding not less than 95.0% of the total
voting rights of all the members having a right to vote at that meeting,
Provided also that the accidental omission to give notice to or the non receipt of notice by any person
entitled thereto shall not invalidate the proceedings at any General Meeting. So long as the shares in
the Company are listed on any Stock Exchange, at least 14 days’ notice of any General Meeting shall
be given by advertisement in the daily press and in writing to any Stock Exchange upon which shares in
the Company may be listed.
Article 65
Subject and without prejudice to any special privileges or restrictions as to voting for the time being
attached to any special class of shares for the time being forming part of the capital of the Company
and to Article 5, each member entitled to vote may vote in person or by proxy. On a show of hands,
every member who is present in person or by proxy shall have one vote (provided that in the case of a
member who is represented by two proxies, only one of the two proxies as determined by that member
or, failing such determination, by the Chairman of the meeting (or by a person authorised by him) in his
sole discretion shall be entitled to vote on a show of hands) and on a poll, every member who is present
in person or by proxy shall have one vote for every share which he holds or represents. For the purpose
of determining the number of votes which a member, being a Depositor, or his proxy may cast at any
General Meeting on a poll, the reference to shares held or represented shall, in relation to shares of
that Depositor, be the number of shares entered against his name in the Depository Register as at
48 hours before the time of the relevant General Meeting as certified by the Depository to the Company.
Article 123
Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise
permitted under the Act:
(a) all dividends in respect of shares must be paid in proportion to the number of shares held by a
member but where shares are partly paid all dividends must be apportioned and paid
proportionately to the amounts paid or credited as paid on the partly paid shares; and
(b) all dividends must be apportioned and paid proportionately to the amounts so paid or credited as
paid during any portion or portions of the period in respect of which the dividend is paid.
For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is
to be ignored.
Article 147
If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the
court) the Liquidator may, with the authority of a Special Resolution, divide among the members in
specie or kind the whole or any part of the assets of the Company and whether or not the assets shall
consist of property of one kind or shall consist of properties of different kinds, and may for such
purpose set such value as he deems fair upon any one or more class or classes of property and may
determine how such division shall be carried out as between the members of different classes of
members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such
trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the
liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall
be compelled to accept any shares or other property in respect of which there is a liability.
(vii) any change in capital;
Article 3
Subject to the Statutes and these Articles, no shares may be issued by the Directors without the prior
approval of the Company in General Meeting but subject thereto and to Article 8, and to any special
rights attached to any shares for the time being issued, the Directors may allot and issue shares or
grant options over or otherwise dispose of the same to such persons on such terms and conditions and
for such consideration and at such time and subject or not to the payment of any part of the amount
thereof in cash as the Directors may think fit, and any shares may be issued with such preferential,
deferred, qualified or special rights, privileges or conditions as the Directors may think fit, and
159

preference shares may be issued which are or at the option of the Company are liable to be redeemed,
the terms and manner of redemption being determined by the Directors, Provided always that:
(a) (subject to any direction to the contrary that may be given by the Company in General Meeting)
any issue of shares for cash to members holding shares of any class shall be offered to such
members in proportion as nearly as may be to the number of shares of such class then held by
them and the provisions of the second sentence of Article 8(A) with such adaptations as are
necessary shall apply; and
(b) any other issue of shares, the aggregate of which would exceed the limits referred to in
Article 8(B), shall be subject to the approval of the Company in General Meeting.
Article 8
(A) Subject to any direction to the contrary that may be given by the Company in General Meeting or
except as permitted under the listing rules of the Singapore Exchange Securities Trading Limited,
all new shares shall, before issue, be offered to such persons who as at the date of the offer are
entitled to receive notices from the Company of General Meetings in proportion, as far as the
circumstances admit, to the number of the existing shares to which they are entitled. The offer shall
be made by notice specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on
the receipt of an intimation from the person to whom the offer is made that he declines to accept
the shares offered, the Directors may dispose of those shares in such manner as they think most
beneficial to the Company. The Directors may likewise so dispose of any new shares which (by
reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new
shares) cannot, in the opinion of the Directors, be conveniently offered under this Article 8(A).
(B) Notwithstanding Article 8(A), the Company may by Ordinary Resolution in General Meeting give
to the Directors a general authority, either unconditionally or subject to such conditions as may be
specified in the Ordinary Resolution, to:
(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or
otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares; and
(b) (notwithstanding the authority conferred by the Ordinary Resolution may have ceased to be in
force) issue shares in pursuance of any Instrument made or granted by the Directors while the
Ordinary Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including
shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary
Resolution) shall be subject to such limits and manner of calculation as may be prescribed by
the Singapore Exchange Securities Trading Limited;
(2) in exercising the authority conferred by the Ordinary Resolution, the Company shall comply
with the provisions of the Listing Manual of the Singapore Exchange Securities Trading
Limited for the time being in force (unless such compliance is waived by the Singapore
Exchange Securities Trading Limited) and these Articles; and
(3) (unless revoked or varied by the Company in General Meeting) the authority conferred by the
Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General
Meeting of the Company next following the passing of the Ordinary Resolution, or the date by
which such Annual General Meeting of the Company is required by law to be held, or the
expiration of such other period as may be prescribed by the Statutes (whichever is the
earliest).
(C) Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares
shall be subject to the provisions of the Statutes and of these Articles with reference to allotment,
payment of calls, lien, transfer, transmission, forfeiture and otherwise.
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Article 9
The Company may by Ordinary Resolution:
consolidate and divide all or any of its shares;
sub-divide its shares, or any of them (subject, nevertheless, to the provisions of the Statutes), and so
that the resolution whereby any share is sub-divided may determine that, as between the holders of the
shares resulting from such sub-division, one or more of the shares may, as compared with the others,
have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the
Company has power to attach to new shares; and
subject to the provisions of the Statutes, convert any class of shares into any other class of shares.
Article 10
(A) The Company may reduce its share capital or any undistributable reserve in any manner and with
and subject to any incident authorised and consent required by law. Without prejudice to the
generality of the foregoing, upon cancellation of any share purchased or otherwise acquired by
the Company pursuant to these Articles, the number of issued shares of the Company shall be
diminished by the number of the shares so cancelled, and, where any such cancelled share was
purchased or acquired out of the capital of the Company, the amount of share capital of the
Company shall be reduced accordingly.
(B) The Company may, subject to and in accordance with the Act, purchase or otherwise acquire its
issued shares on such terms and in such manner as the Company may from time to time think fit.
If required by the Act, any share which is so purchased or acquired by the Company shall, unless
held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase
or acquisition by the Company. On the cancellation of any share as aforesaid, the rights and
privileges attached to that share shall expire. In any other instance, the Company may hold or
deal with any such share which is so purchased or acquired by it in such manner as may be
permitted by, and in accordance with, the Act.
(viii) any change in the respective rights of the various classes of shares including the action necessary to
change the rights, indicating where the conditions are different from those required by the applicable
law;
Article 6
Whenever the share capital of the Company is divided into different classes of shares, subject to the
provisions of the Statutes, preference capital, other than redeemable preference capital, may be repaid
and the special rights attached to any class may be varied or abrogated either with the consent in
writing of the holders of three quarters of the issued shares of the class or with the sanction of a
Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but
not otherwise) and may be so repaid, varied or abrogated either whilst the Company is a going concern
or during or in contemplation of a winding up. To every such separate General Meeting all the
provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat
shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or
representing by proxy at least one-third of the issued shares of the class and that any holder of shares of
the class present in person or by proxy may demand a poll and that every such holder shall on a poll
have one vote for every share of the class held by him, Provided always that where the necessary
majority for such a Special Resolution is not obtained at such General Meeting, consent in writing if
obtained from the holders of three-quarters of the issued shares of the class concerned within two
months of such General Meeting shall be as valid and effectual as a Special Resolution carried at such
General Meeting. The foregoing provisions of this Article shall apply to the variation or abrogation of
the special rights attached to some only of the shares of any class as if each group of shares of the class
differently treated formed a separate class the special rights whereof are to be varied.
Article 7
The special rights attached to any class of shares having preferential rights shall not unless otherwise
expressly provided by the terms of issue thereof be deemed to be varied by the issue of further shares
ranking as regards participation in the profits or assets of the Company in some or all respects pari
passu therewith but in no respect in priority thereto.
161

The conditions prescribed by Articles 6 and 7 for variation of such rights are not different from those
required under the Singapore Companies Act.
Article 121
The Company may by Ordinary Resolution declare dividends but no such dividend shall exceed the
amount recommended by the Directors.
Article 122
If and so far as in the opinion of the Directors the profits of the Company justify such payments, the
Directors may declare and pay the fixed dividends on any class of shares carrying a fixed dividend
expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment
thereof and may also from time to time declare and pay interim dividends on shares of any class of such
amounts and on such dates and in respect of such periods as they think fit.
Article 123
Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise
permitted under the Act:
(a) all dividends in respect of shares must be paid in proportion to the number of shares held by a
member but where shares are partly paid all dividends must be apportioned and paid
proportionately to the amounts paid or credited as paid on the partly paid shares; and
(b) all dividends must be apportioned and paid proportionately to the amounts so paid or credited as
paid during any portion or portions of the period in respect of which the dividend is paid.
For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is
to be ignored.
Article 124
No dividend shall be paid otherwise than out of profits available for distribution under the provisions of
the Statutes.
Article 128
The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a
share into a separate account shall not constitute the Company a trustee in respect thereof. All
dividends and other moneys payable on or in respect of a share that are unclaimed after first becoming
payable may be invested or otherwise made use of by the Directors for the benefit of the Company and
any dividend or any such moneys unclaimed after a period of six years from the date they are first
payable may be forfeited and if so shall revert to the Company but the Directors may at any time
thereafter at their absolute discretion annul any such forfeiture and pay the moneys so forfeited to the
person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to
the Company, the relevant Depositor shall not have any right or claim in respect of such dividend or
moneys against the Company if a period of six years has elapsed from the date such dividend or other
moneys are first payable.
Article 131
Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or
warrant sent through the post to the registered address appearing in the Register of Members or (as the
case may be) the Depository Register of a member or person entitled thereto (or, if two or more persons
are registered in the Register of Members or (as the case may be) entered in the Depository Register as
joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the
holder, to any one of such persons) or to such person at such address as such member or person or
persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to such person as the holder or joint holders or person or persons entitled
to the share in consequence of the death or bankruptcy of the holder may direct and payment of the
cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.
Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented
thereby.
162

Article 134
Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in
General Meeting or a resolution of the Directors, may specify that the same shall be payable to the
persons registered as the holders of such shares in the Register of Members or (as the case may be) the
Depository Register at the close of business on a particular date and thereupon the dividend shall be
payable to them in accordance with their respective holdings so registered, but without prejudice to the
rights inter se in respect of such dividend of transferors and transferees of any such shares.
Material Contracts
There are no material contracts (not being a contract entered into in the ordinary course of business)
entered into by the Company or any of our subsidiaries during the two years preceding the date of lodgement
of the Singapore Prospectus with the Authority.
Significant Changes
Except as disclosed in this document, no event has occurred since 30 June 2010 and up to the Latest
Practicable Date which may have a material effect on our financial position and results.
Changes in Issued Share Capital
Except as disclosed below, there were no changes in the issued and paid-up share capital of the
Company and our subsidiaries within the three years preceding the Latest Practicable Date and no shares in
the Company or any of our subsidiaries have been issued for a consideration other than cash, during the three
years preceding the Latest Practicable Date.
Date
Number of
Shares Issued
Price per
Share
Purpose of
Issue
Resultant Issued
Share Capital
Our Company
Amtek Engineering Ltd
30 June 2008 ...............
Amtek Engineering Ltd
N.A. — Reduction in share capital of
US$60,000,000
US$36,482,000
4 November 2010 ............
Our Subsidiaries
Amtek Precision Technology Pte.
Ltd.
N.A. N.A. Sub-division of shares of
25 shares for each 10 shares
outstanding
US$36,482,000
13 October 2008. ............ 1,000,000 US$1.00 Additional working capital US$1,000,000
Amtek Precision Technology
(Hanoi) Co., Ltd
6 March 2008. .............. N.A. (1)
N.A. (1) N.A. (1)
Charter capital of
US$1.5 million
(1) Pursuant to Article 76 of the Law on Enterprise 2005, a limited liability company with one member is not allowed to reduce its
charter capital.
Order Book
We do not maintain an order book. Our customers typically provide us with rolling forecasts which we
use for planning purposes and purchase orders to support delivery requirements.
Working Capital Statement
Our Directors are of the reasonable opinion that after taking into account the expected cash to be
generated from operations, proceeds from the Offering and the banking facilities currently available to the
Group, we have sufficient working capital for our present requirements and anticipated requirements for
capital expenditures and other cash requirements for 12 months following the date of this document.
163

Miscellaneous
No public take-over offer by a third party in respect of our Shares or by us in respect of the shares of
another corporation or the units of a business trust occurred between the beginning of the most recent
completed financial year and the Latest Practicable Date.
We did not employ any expert on a contingent basis or who has a material interest, direct or indirect, in
our Shares or the shares of our subsidiaries, or has a material economic interest, direct or indirect, in the
Company, including an interest in the success of the Offering.
The application monies received by the Vendor in respect of successful applications (including
successful applications subsequently rejected) from the Offering will be placed in Standard Chartered Bank
(the “Receiving Bank”). In the ordinary course of business, the Receiving Bank will deploy these monies in
the interbank money market. Any refund of all or part of the application monies to unsuccessful or partially
successful applicants will be made without any interest or share of revenue or any other benefit arising
therefrom.
Consent of the Underwriters
Credit Suisse (Singapore) Limited, the Joint Global Coordinator, Joint Lead Manager, Joint Bookrunner,
Joint Issue Manager and Joint Underwriter; Morgan Stanley Asia (Singapore) Pte., the Joint Global
Coordinator, Joint Lead Manager, Joint Bookrunner, Joint Issue Manager and Joint Underwriter; and Standard
Chartered Securities (Singapore) Pte. Limited, the Joint Lead Manager, Joint Bookrunner and Joint
Underwriter, have given and have not withdrawn its written consent to the issue of this document with the
inclusion hereof, and all references to, its name in the form and context in which it appears in this document
and to act in such capacity in relation to this document.
Documents Available for Inspection
Copies of the following documents are available for inspection at 1 Kian Teck Drive, Singapore 628818
during normal business hours for a period of six months from the date of registration of this document by the
Authority:
our Memorandum and Articles of Association;
the Independent Auditors’ Report on the consolidated financial statements of Amtek Engineering Ltd
and its Subsidiaries;
the audited financial statements (including all notes, reports or information relating thereto which are
required to be prepared under the Singapore Companies Act, where applicable) of the Company and
its subsidiaries for each of the fiscal years 2008, 2009 and 2010;
service agreements with our Chief Executive Officer and Chief Financial Officer;
the letters of consent for purposes of the Singapore Prospectus; and
rules of our Share Plans.
Sources
We have included the information from these sources in its proper form and context in this document.
None of the Federal Reserve Bank of New York, the Federal Reserve Board, Bloomberg, Gartner, Inc.,
Business Monitor International, Catcher Technology Co., Ltd., Eva Precision Industrial Holdings Limited, Hi-
P International Limited, JCY International Berhad, Jentech Precision Industrial Co., Ltd., MMI Holdings
Limited, Unisteel Technology Limited, BYD Electronic (International) Company Limited, Delta Electronics,
Inc., Foxconn International Holdings, Lite-On Technology Corporation or Venture Corporation Limited has
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the
information cited and attributed to it, in this document and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we, the Vendor and the Underwriters have
taken reasonable actions to ensure that the relevant information from the relevant source has been reproduced
in its proper form and context, none of us, the Vendor, the Underwriters or any other party has conducted an
independent review or verified the accuracy or completeness of the relevant information.
164

FURTHER NOTICES TO INVESTORS
No person is authorised to give any information or to make any representation not contained in this
document, and any information or representation not contained in this document must not be relied upon as
having been authorised by or on behalf of us, the Vendor or any of the Underwriters and the Coordinator of
the Singapore Public Offer. Neither the delivery of this document nor any offer, sale or transfer made
hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent
to the date hereof or constitute a representation that there has been no change or development reasonably
likely to involve a material adverse change in the affairs, condition and prospects of us, the Vendor or our
Shares since the date hereof. In the event any changes occur, where such changes are material or required to
be disclosed by law, the SGX-ST or any other regulatory or supervisory body or agency, or if we and the
Vendor otherwise determine, we and the Vendor will make an announcement of such changes to the SGX-ST
and, if required, the Vendor will issue and lodge an amendment to this document or a supplementary
document or replacement document pursuant to Section 240 or, as the case may be, Section 241 of the
Securities and Futures Act and take immediate steps to comply with these sections. Investors should take
notice of such announcements and documents and upon release of such announcements or documents shall be
deemed to have notice of such changes. No representation, warranty or covenant, express or implied, is made
by us, the Vendor, the Underwriters and the Coordinator of the Singapore Public Offer or any of our or their
respective affiliates, directors, officers, employees, agents, representatives or advisers as to the accuracy or
completeness of the information contained herein, and nothing contained in this document is, or shall, to the
extent permitted by law, be relied upon as, a promise, representation or covenant by us, the Vendor, the
Underwriters and the Coordinator of the Singapore Public Offer or their respective affiliates, directors,
officers, employees, agents, representatives or advisers.
For the purpose of our Shares being offered in the United States to “qualified institutional buyers” in
reliance on Rule 144A, this document is being furnished in the United States on a confidential basis solely for
the purpose of enabling prospective purchasers to consider the purchase of our Shares. Its use for any other
purpose in the United States is not authorised. In the United States, it may not be copied or reproduced in whole
or in part nor may it be distributed or any of its contents be disclosed to anyone other than the prospective
purchasers to whom it is submitted.
Our Shares have neither been approved nor disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority nor
have any of the foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or
adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
In addition, until 40 days after the commencement of the Offering, an offer or sale of our Shares within
the United States by a dealer, whether or not participating in the Offering, may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply
with applicable securities laws, you (and each of your employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the Offering and all materials of any kind (including opinions or other tax analyses) that are
provided to you relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to
facts relevant to the U.S. federal income tax treatment of the Offering.
165

AVAILABLE INFORMATION
We have agreed that, for so long as any Shares are “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act, we will, during any period in which we are neither subject to
Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities
or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner for
delivery to such holder, beneficial owner or prospective purchaser, in each case upon the request of such
holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4)
under the Securities Act.
166

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN SFRS AND U.S. GAAP
The financial information included in this document has been prepared and presented in accordance with
SFRS.
Significant differences exist between SFRS and U.S. GAAP which might be material to the financial
information included herein. The matters described below should not be expected to reveal all differences
between SFRS and U.S. GAAP that are relevant to us or the industry in which we operate.
Management has made no attempt to quantify the impact of those differences, nor has any attempt been
made to identify all disclosure, presentation or classification differences that would affect the manner in which
transactions or events are presented in the financial information. Had any such quantification or identification
been undertaken by management, other potential significant accounting and disclosure differences may have
come to its attention which are not summarised below. Accordingly, it should not be construed that the
following summary of certain differences between SFRS and U.S. GAAP is complete.
Regulatory bodies that promulgate SFRS and U.S. GAAP have significant ongoing projects that could
affect future comparisons such as the summary set out below. Further, no attempt has been made to identify
future differences between SFRS and U.S. GAAP as a result of prescribed changes in accounting standards
and regulations. Finally, no attempt has been made to identify all future differences between SFRS and
U.S. GAAP that may affect the financial information included herein as a result of transactions or events that
may occur in future.
Management believes that the application of U.S. GAAP to the financial information included herein
could have a material and significant impact upon the financial information included herein reported under
SFRS. In making an investment decision, investors must rely upon their own examination of our Company,
terms of the offering and the financial information included herein. Potential investors should consult their
own professional advisers for an understanding of the differences between SFRS and U.S. GAAP, and how
those differences might affect the financial information included herein.
Basis of Consolidation
SFRS
Under SFRS, in determining the existence of a parent/subsidiary relationship, the power of control is
considered. Control is the power to govern the financial and operating policies of an entity to obtain benefits.
Companies acquired or disposed of are included in or excluded from consolidation from the date control
passes.
SFRS also requires an entity to also consider the existence and effect of potential voting rights currently
exercisable or convertible when assessing whether it has control over another entity. The notion of “de facto
control” may also be considered.
Standing Interpretations Committee (“SIC”) — 12, “Consolidations — Special Purpose Entities”,
provides that a special purpose entity (“SPE”) shall be consolidated when the substance of the relationship
between an entity and the SPE indicates that the SPE is controlled by that entity.
U.S. GAAP
Under U.S. GAAP, consolidation is generally required when one of the companies in a group directly or
indirectly has a controlling financial interest in the other companies. The usual condition for controlling
financial interest is ownership of a majority of the voting interest and, therefore, as a general rule ownership
by one company, directly or indirectly, of over 50.0% of the outstanding voting shares of another company is
a condition pointing towards consolidation. Consolidation of majority-owned subsidiaries is required in the
preparation of consolidated financial statements, unless control does not rest with the majority owner.
Accounting Standards Codification 810 “Consolidation” further elaborates that an entity is to be
considered for consolidation if the entity is a variable interest entity (“VIE”), after assessment of control of its
variable interest. Accounting Standards Codification 810 “Consolidation” provides guidance that VIEs in
which the parent does not have a controlling interest but has the obligation to absorb a majority of the VIEs’
expected losses or receive a majority of the VIEs’ residual returns must be consolidated. For annual reporting
periods beginning after 15 November 2009, Accounting Standards Codification 810 “Consolidation” is revised
and provides additional guidance which requires an entity to have the power to direct the activities of a VIE
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and either the obligation to absorb a majority of the VIEs’ expected losses or the right to receive a majority of
the VIEs’ residual returns in order to be the primary beneficiary and therefore consolidate the VIE.
Impairment of Assets, other than Goodwill and Indefinite-Lived Intangibles
SFRS
Under SFRS, the recoverable amount of an asset is estimated whenever there is an indication the asset
may be impaired. Measurement of impairment loss is based on the recoverable amount of the asset, which is
the higher of an asset’s net selling price and its value in use based on discounted cash flows.
Reversal of impairment loss is permitted only if there has been a change in the estimates used to
determine the recoverable amount of an asset. The reversed amount is limited to an amount not greater than
the carrying amount that would have been determined had there been no impairment loss recognised in prior
years.
U.S. GAAP
Under U.S. GAAP, entities perform an impairment assessment on assets to be held and used to
determine whether recognition of an impairment loss is required whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If the sum of undiscounted future cash
flows before interest charges is less than an asset’s carrying value, then the impairment loss must be computed
and recognised by the difference between the fair value and the carrying value of the assets, typically
computed as the discounted expected future cash flows.
Once an impairment is recognised, the reduced carrying amount of the asset is accounted for as its new
cost. For a depreciable asset, the new cost is depreciated over the asset’s remaining useful life. Restoration of
previously recognised impairment losses on assets held for use is prohibited, except for impairment losses
recorded on assets to be disposed of. However, if the fair value of an asset to be disposed of increases,
resulting in a write-up, the increased carrying amount cannot exceed the carrying amount of the asset before
the decision to dispose of the asset was made.
Foreign Currency Transactions
SFRS
Under SFRS, exchange losses arising from borrowed funds used and liabilities incurred to finance the
acquisition of property, plant and equipment, net of foreign exchange gains from all other foreign currency
monetary items, if any, may be capitalised to the appropriate property, plant and equipment accounts provided
certain specified conditions are met.
SFRS requires companies to determine their functional currency based on certain indicators, which are
differentiated into primary and secondary criteria, and to measure their results and financial position based on
such functional currency. It generally requires all exchange differences to be accounted for directly to profit
and loss.
U.S. GAAP
Under U.S. GAAP, transactions denominated in foreign currencies are remeasured into the functional
currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial
assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains
and losses are included in the consolidated statements of operations. In addition, foreign currency translation
gains or losses are not capitalised as borrowing costs incurred to finance the acquisition of property, plant and
equipment.
Accounting Standards Codification 830 “Foreign Currency Matters” requires that an entity’s assets,
liabilities and results of operations should be measured and reported in its functional currency. It also provides
guidance for the determination of the functional currency. U.S. GAAP requires companies to determine their
functional currency based on certain indicators which are assessed collectively without distinction between
primary and secondary factors.
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Capitalisation of Borrowing Costs
SFRS
Under SFRS, entities can choose to capitalise borrowing costs where they are directly attributable to the
acquisition, construction or production of a qualifying asset or to expense the interest expenses as incurred.
The choice should be applied consistently. Effective for annual periods beginning on or after 1 January 2009,
all borrowing costs must be capitalised if they are directly attributable to the acquisition, construction or
production of a qualifying asset. If they are not attributable to such an asset, they are to be expensed off in the
period incurred.
Borrowing costs may include amortisation of discounts or premiums relating to borrowings and
exchange differences arising from foreign currency borrowings to the extent that they are regarded as an
adjustment to interest costs.
A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended
use.
If funds are borrowed specifically for the purpose of obtaining a qualifying asset, the amount capitalised
is the actual borrowing costs incurred on that borrowing less any investment income on the temporary
investment of those borrowings.
U.S. GAAP
U.S. GAAP requires capitalisation of interest costs, including the amortisation of discount premium and
issue costs on debt, if applicable. The amount capitalised is determined by applying an interest rate to the
average amount of accumulated expenditures for the asset during the construction period. The interest rate for
capitalisation purposes is to be based on the rates of the enterprise’s outstanding borrowings. If the enterprise
associates a specific new borrowing with the asset, it may apply the rate on that borrowing to the appropriate
portion of the expenditures for the asset. Foreign currency translation gains or losses are not capitalised as
borrowing costs.
Deferred Income Taxes
SFRS
Under SFRS, a deferred tax asset is recognised for all deductible temporary differences to the extent that
it is probable that taxable profit will be available against which the deductible temporary difference can be
utilised. If an entity has a history of ongoing taxable losses then this is a strong indicator that future profits
may not be available, in which case, the asset should not be recognised.
A deferred tax liability is recognised for all taxable temporary differences, unless the deferred tax
liability arises from: (a) goodwill for which amortisation is not deductible for tax purposes; or (b) the initial
recognition of an asset or a liability in a transaction which: (i) is not a business combination; and (ii) at the
time of the transaction, affects neither accounting profit nor taxable profit (or loss).
Deferred tax assets and liabilities should be measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the balance sheet date.
SFRS does not provide specific guidance for the accounting of uncertain tax positions. Typically, in such
circumstances, FRS 12 and FRS 37 provide general guidance for the accounting treatment.
Deferred tax assets and liabilities are presented as non-current in the balance sheet.
U.S. GAAP
Under U.S. GAAP, a deferred tax asset is recognised in full, but reduced by a valuation provision to an
amount that is more likely than not to be realised. Evidence about future taxable profits and the reversal of
existing taxable temporary differences will be taken into account when judging whether a valuation provision
is necessary.
Deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
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Deferred income tax is classified as current or non-current based on the classification of the related asset
or liability in the balance sheet.
In June 2006, the Accounting Standards Codification 740 “ Income Taxes” was adopted. ASC 740
prescribed a recognition threshold and measurement of a tax position taken or expected to be taken in a tax
return, and provides guidance on de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.
Inventories
SFRS
Under SFRS, inventories are carried at the lower of cost or net realisable value. Net realisable value is
the selling price in the ordinary course of business, less costs to sell. Under SFRS, the amount of any writedown
of inventories to net realisable value and all losses of inventories shall be recognised as an expense in
the period the write-down or loss occurs. Reversal (limited to the amount of the original write-down) is
required for a subsequent increase in value of inventory previously written down.
U.S. GAAP
Under U.S. GAAP, inventories are carried at the lower of cost or market value. Market value is defined
as being current replacement cost subject to an upper limit of net realisable value (i.e. estimated selling price
in the ordinary course of business less reasonably predictable costs of completion and disposal) and a lower
limit of net realisable value less a normal profit margin. Reversal of a write-down is prohibited, as a writedown
creates a new cost basis.
Leases
SFRS
Under SFRS, a lease is defined as an agreement whereby the lessor conveys to the lessee in return for a
payment or series of payments the right to use an asset for an agreed period of time. However, it does not
give specific conditions to be met before a certain agreement can be considered a lease or not.
Leases are classified as either a finance (capital) lease or operating lease. A lease is a finance lease
when it transfers substantially all the risks and rewards incidental to ownership to the lessee. SFRS 17
provides examples of circumstances where there are indications that substantial transfer of risks and rewards
has taken place.
Under SFRS, if the period covered by the renewal option was not considered to be part of the initial
lease term, but the option is ultimately exercised based on the contractually stated terms of the lease, the
original lease classification under the guidance continues into the extended term of the lease; it is not
revisited.
U.S. GAAP
Accounting Standards Codification 840 “Leases” defines a lease as an agreement conveying the right to
use of property, plant or equipment usually for a stated period of time. It elaborates on situations where
certain arrangements are within the scope of Accounting Standards Codification 840 “Leases” and specifically
clarified the meaning of “right to use property, plant or equipment” and “stated period of time”. However,
such clarification of lease arrangements are applied only to arrangements agreed to or committed to, if earlier,
after the beginning of an entity’s next reporting period beginning after 28 May 2003.
Accounting Standards Codification 840 “Leases” provides four criteria for capital lease treatment. If any
one of these criteria is met, the lease must be classified as capital lease. In addition to meeting any one of the
four criteria, two further criteria must be met by the lessor in order to treat the lease as a capital: (a) the
collectibility of the lease payments must be reasonably predictable; and (b) there must be no important
uncertainties surrounding the amount of non-reimbursable cost yet to be incurred by the lessor. SFRS does not
have such additional criteria.
Under U.S. GAAP, the renewal or extension of a lease beyond the original lease term, including those
based on existing provisions of the lease arrangement, is considered a new lease, which will be reclassified in
accordance to the analysis of the criteria stated above.
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Related Parties
SFRS
Under SFRS, parties are considered to be related if one party has the ability, directly or indirectly, to
exercise significant influence over the party in making financial and operating decisions. Related parties may
be individuals or other entities. Parties are also considered to be related if they are subject to common control
or common significant influence. Disclosure requirements under SFRS include the relationship, the amounts
involved in a transaction, as well as the balances for each major category of related parties.
The compensation of key management personnel is disclosed in total and by category of compensation.
U.S. GAAP
Under U.S. GAAP, there are broader related party relationships disclosure requirements, and the
definition of a related party under U.S. GAAP may include some entities that would be not be considered
related parties under SFRS, such as principal owners of an enterprise and members of their immediate
families.
Disclosure of compensation of key management personnel is not required.
Cash Flow Statement
SFRS
Under SFRS, interest paid and received and dividends received shall be classified in a consistent manner
from period to period as operating, investing or financing cash flows. Under SFRS, the indirect method of
presenting the statement of cash flows reconciles profit before tax and after share of results of associated
companies, to cash flows from operating activities.
Under SFRS, cash and cash equivalents comprise cash on hand and at bank, demand deposits and shortterm,
highly liquid investments with maturities of less than or can be greater than three months that is readily
convertible to known amounts of cash and subject to an insignificant risk of change in value. For the purpose
of the cash flow statement, cash and cash equivalents are shown net of outstanding bank overdrafts which are
repayable on demand and which forms an integral part of the Group’s cash management.
U.S. GAAP
Under U.S. GAAP, interest paid and received and dividends received are classified as operating
activities. Under U.S. GAAP the reconciliation of cash flows from operating activities under the indirect
method begins with net income.
Under U.S. GAAP, the definition of “cash and cash equivalents” does not include advances from banks
that are repayable within three months, or overdraft facilities. As a result, movements within overdrafts are
classified as part of financing cash flows.
Diluted Earnings per Share
SFRS
Under SFRS, it states that dilutive potential common shares shall be determined independently for each
period presented, not a weighted average of the dilutive potential common shares included in each interim
computation.
Contracts that can be settled in either common shares or cash at the election of the entity or the holder
are always presumed to be settled in common shares and included in diluted EPS; that presumption may not
be rebutted.
The potential common shares arising from contingently convertible debt securities would be included in
the dilutive EPS computation only if the contingency price was met as of the reporting date.
U.S. GAAP
Under U.S. GAAP, the treasury stock method for year-to-date diluted EPS requires that the number of
incremental shares included in the denominator be determined by computing a year-to-date weighted average
number of incremental shares by using the incremental shares from each quarterly diluted EPS computation.
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The guidance under U.S. GAAP contains the presumption that contracts that may be settled in common
shares or in cash at the election of the entity will be settled in common shares and the resulting potential
common shares be included in diluted EPS. However, that presumption may be overcome if past experience or
a stated policy provides a reasonable basis to believe that the contract will be paid in cash. In those cases
where the holder controls the means of settlement the more dilutive of the methods (cash versus shares)
should be used to calculate potential common shares.
Contingently convertible debt securities with a market price trigger (e.g. debt instruments that contain a
conversion feature that is triggered upon an entity’s stock price reaching a predetermined price) should always be
included in diluted EPS computations if dilutive — regardless of whether the market price trigger has been met.
That is, the contingency feature should be ignored and the instrument treated as a regular convertible instrument.
Fair Value Measurement
SFRS
Under SFRS, fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arm’s length transaction. At inception, transaction (entry) price
generally is considered fair value.
U.S. GAAP
Under U.S. GAAP, fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Fair value is an exit
price, which may differ from the transaction (entry) price
Provisions
SFRS
Under SFRS, provisions should be recorded at the estimated amount to settle or transfer the obligation
taking into consideration the time value of money. Discount rate to be used should be “a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability”.
In the measurement of provisions where there is a range of possible outcomes, the best estimate of
obligation should be accrued. For a large population of items being measured, best estimate is typically
expected value, although mid-point in the range may also be used when any point in a continuous range is as
likely as another. Best estimate for a single obligation may be the most likely outcome, although other
possible outcomes should still be considered.
U.S. GAAP
Under U.S. GAAP, provisions may be discounted only when the amount of the liability and the timing
of the payments are fixed or reliably determinable, or when the obligation is a fair value obligation (for
example, an asset retirement obligation under Accounting Standards Codification 410 “Asset Retirement and
Environmental Obligations”). Discount rate to be used is dependent upon the nature of the provision, and may
vary from that used under SFRS. However, when a provision is measured at fair value, the time value of
money and the risks specific to the liability should be considered.
According to Accounting Standards Codification 450 “Contingencies”, in the measurement of provisions
where there is a range of possible outcomes, the most likely outcome within range should be accrued. When no
one outcome is more likely than the others, the minimum amount in the range of outcomes should be accrued.
Impairment Recognition — Available for Sale Financial Instruments
SFRS
Under SFRS, an impairment is recognised in the income statement, measured as the difference between
the equity security’s cost basis and its fair value, when there is objective evidence that the available-for-sale
equity instrument is impaired, and that the cost of the investment in the equity instrument may not be
recovered. A significant or prolonged decline in the fair value of an equity instrument below its cost is
considered evidence of an impairment.
Impairment losses for available-for-sale debt instruments may be reversed in the income statement if the
fair value of the asset increases in a subsequent period and the increase can be objectively related to an event
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occurring after the impairment loss was incurred. Impairment losses on available-for-sale equity instruments
may not be reversed in the income statement.
U.S. GAAP
Under U.S. GAAP, an impairment is recognised in the income statement, measured as the difference
between the equity security’s cost basis and its fair value, if the equity instrument’s fair value is other than
temporary to allow a full recovery of the entity’s cost basis.
When an impairment is recognised in the income statement, a new cost basis in the instrument is
established equal to the previous cost basis less the impairment amount recognised in earnings. Impairment
losses recognised through earnings cannot be reversed.
Listing Expenses
SFRS
Under SFRS, various costs incurred in issuing its own equity instruments are accounted for as a
deduction from equity. The costs of an equity transaction are recognised as an expense when the equity
transaction has been abandoned.
U.S. GAAP
Under U.S. GAAP, costs incurred in issuing equity instruments are recognised as an expense when the
transaction is being abandoned or delayed for more than 90 days.
Classification of Spare Parts
SFRS
Under SFRS, spare parts are classified as “inventory”. In the case of major spare parts, SFRS requires
them to be accounted for as property, plant and equipment under certain circumstances — for example, when
an entity expects to use major spare parts during more than one period. Similarly, if the spare parts can be
used only in connection with an item of property, plant and equipment, they are also accounted for as
property, plant and equipment.
U.S. GAAP
Under the U.S. GAAP, there is no specific guidance on the classification of spare parts. Some entities
record major spare parts as property, plant and equipment or as other types of assets. However, spare parts
that are expected to be used in the maintenance of property, plant and equipment should be accounted for in a
manner consistent with the underlying assets.
Sales Taxes
SFRS
SFRS does not provide as much detailed guidance as U.S. GAAP. Under SFRS, amounts collected on behalf
of third parties such as sales taxes, goods and services taxes and value-added taxes are not economic benefits
which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenue.
U.S. GAAP
U.S. GAAP allows companies to make an accounting policy election to present taxes collected from
customers and remitted to governmental taxing authorities on either a gross or net basis.
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DEFINED TERMS AND ABBREVIATIONS
The following terms when used in this document shall bear the same meanings as set forth below unless
otherwise defined herein or the context otherwise requires:
Acquisition. ..................... Theacquisition of our Company in June 2007 by a group,
including affiliates of Standard Chartered Private Equity Limited,
Metcomp Group Holdings and our current management.
Additional Shares ................ Anaggregate of 30,000,000 Shares, representing 15.0% of the total
Offering Shares, which the Stabilising Manager may buy pursuant
to the Over-allotment Option.
Amendment Act. ................. TheSecurities and Futures (Amendment) Act 2009.
Articles of Association ............. Articles of Association of the Company as adopted on 4 November
2010 and as amended from time to time.
Authority ....................... Monetary Authority of Singapore.
Awards. ........................ Fully-paid Shares, or the equivalent in cash, or a combination of
both, issued pursuant to our Share Plans.
BKPM ......................... Indonesian Capital Investment Coordinating Board.
BMI ........................... Business Monitor International.
CAGR ......................... Compounded annual growth rate.
CDP ........................... TheCentral Depositary (Pte) Limited of Singapore.
Chinese Renminbi ................ Thelawful currency of the PRC.
Class II Factories ................. Certain classes of factories set out in the First Schedule of the
WSH Factories Regulations.
Code .......................... Singapore Code of Corporate Governance 2005.
the Company .................... Amtek Engineering Ltd as a standalone entity (Company
Registration Number: 198003886K).
Controlling Shareholder ........... Aperson who:
(a) holds directly or indirectly 15.0% or more of the total
number of Issued Shares excluding treasury shares in our
Company; or
(b) in fact exercises control over our Company.
Coordinator of the Singapore Public
Offer .......................... DBS.
CPF Central Provident Fund.
CPF Funds. ..................... CPFinvestible savings.
Credit Facility ................... Ourterm and revolving credit facility for US$245.0 million dated
31 March 2008, as amended and restated on 11 June 2008 and
22 August 2008.
CVC Asia II. .................... CVCCapital Partners Asia II Limited, CVC Capital Partners Asia
Pacific II L.P. and CVC Capital Partners Asia Pacific II Parallel
Fund — A, L.P.
CWSH ......................... Commissioner for Workplace Safety and Health.
DBS ........................... ASingapore incorporated company that is regulated by the
Authority whose primary business is the provision of financial
services.
DOSH ......................... TheDepartment of Occupational Safety and Health of the Ministry
of Human Resources in Malaysia.
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EMS. .......................... Electronic manufacturing services.
EPS ........................... Earnings per share.
EU ............................ TheEuropean Union.
Euro or E ....................... TheEuro, the currency of certain nations within the European
Union that have adopted the Euro as their lawful currency.
Executive Directors ............... Executive Directors of the Company.
FIEs ........................... Foreign investment enterprises.
fiscal year ...................... Ourfiscal year ended or ending 30 June of that year. Our fiscal
quarters end on 30 June, 30 September, 31 December and
31 March. References to a year other than a “fiscal year” are to
the calendar year ended 31 December.
FRS 39 ......................... TheSingapore Financial Reporting Standard 39 Financial
Instruments — Recognition and Measurement.
FSMA ......................... TheFinancial Services and Markets Act 2000.
GES ........................... GESInternational Ltd.
Group ......................... TheCompany and its subsidiaries.
GST ........................... Goods and services tax of Singapore.
HDD .......................... Hard disk drives.
Hong Kong ..................... TheHong Kong Special Administrative Region.
Independent Director. ............. An“independent” director for the purposes of the Code is one who
has no relationship with the company, its related companies or its
officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the director’s independent business
judgement with a view to the best interests of the company.
Infastech ....................... infastech TM Limited.
Initial Purchasers ................ Credit Suisse (Singapore) Limited, Morgan Stanley Asia
(Singapore) Pte. and Standard Chartered Securities (Singapore) Pte.
Limited.
interested person ................. Defined under Chapter 9 of the Listing Manual to mean a director,
chief executive officer or controlling shareholder of the listed
company or an associate (as defined in the Listing Manual) of any
such person and defined in the SFR as a director, chief executive
officer or controlling shareholder of an entity or an associate (as
defined in the SFR) of any such person.
Interested Person Transaction ....... Interested person transaction as defined under Chapter 9 of the
Listing Manual.
internal controls. ................. Internal financial controls, operations and compliance controls,
including procedures for entering into hedging transactions, and
risk management policies and systems established by the
management.
Internal Revenue Code ............ Internal Revenue Code of 1986, as amended, of the United States.
International Offering ............. 180,000,000 Offering Shares (assuming the Over-allotment Option
is not exercised), offered at the Offering Price (i) in the United
States only to qualified institutional buyers in reliance on
Rule 144A and (ii) outside the United States to certain persons
(including to institutional and other investors in Singapore not
subscribing for or purchasing in the Singapore Public Offer) in
offshore transactions in accordance with Regulations S.
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INT SFRS ...................... Thenewandrevised SFRS and Interpretations to SFRS.
IPO ........................... Initial public offering.
IRS ........................... Internal Revenue Service of the United States.
Instruments ..................... Offers, agreements or options that might or would require Shares
in the capital of the Company to be issued.
Joint Global Coordinators .......... Credit Suisse (Singapore) Limited and Morgan Stanley Asia
(Singapore) Pte.
Joint Issue Managers .............. Credit Suisse (Singapore) Limited and Morgan Stanley Asia
(Singapore) Pte.
Joint Lead Managers .............. CreditSuisse(Singapore)Limited,MorganStanleyAsia(Singapore)
Pte., Standard Chartered Securities (Singapore) Pte. Limited and
DBS.
Latest Practicable Date ............ 31October 2010, being the latest practicable date prior to the
lodgement of the Singapore Prospectus with the Authority.
Listco .......................... Company listed on the SGX-ST.
Listing Date ..................... Thedate on which our Shares are listed and commence trading on
the SGX-ST.
Listing Manual .................. Thelisting manual of the SGX-ST.
Malaysian Ringgit or RM .......... Thelawful currency of Malaysia.
Market Day ..................... Adayonwhich the SGX-ST is open for trading in securities.
MCS .......................... Metcomp Co (Singapore) Pte. Ltd.
MES. .......................... Themanagement services agreement entered into between the
Company and MCS.
Metcomp Group Holdings Shares .... Ordinary shares in Metcomp Group Holdings.
Metcomp Holdings Shares .......... Ordinary shares in Metcomp Holdings.
MITI .......................... Ministry of International Trade and Industry of Malaysia.
MNEs. ......................... Multinational enterprises.
MOM .......................... Ministry of Manpower of Singapore.
NAV ........................... Netasset value.
Noon Buying Rate ................ Noon buying rate in New York City as certified for customs
purposes by the Federal Reserve Bank of New York for cable
transfers.
Non-Executive Directors ........... Non-executive Directors of the Company.
NTA value ...................... Nettangible asset value.
ODM .......................... Original design manufacturer.
OEM .......................... Original equipment manufacturer.
Offer Agreement ................. OfferAgreement dated 23 November 2010 among us, the
Singapore Underwriters, the Vendor, Metcomp Group Holdings and
Standard Chartered Private Equity Limited pursuant to which the
Vendor agrees to sell, and each Singapore Underwriter severally
agrees to purchase the number of Offering Shares set forth in
“Plan of Distribution”.
Offering ........................ 200,000,000 Offering Shares offered through the International
Offering and the Singapore Public Offer (subject to the Overallotment
Option).
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Offering Price ................... S$1.30 per Offering Share.
Offering Shares .................. 200,000,000 Shares offered by the Vendor in the Offering.
Order .......................... TheFinancial Services and Markets Act 2000 (Financial
Promotion) Order 2005.
Other Share Issues. ............... Theissue of shares otherwise than by way of Renounceable Rights
Issues.
our Board of Directors or our
Directors ....................... Theboard of directors or the directors of the Company.
Over-allotment Option. ............ Theover-allotment option granted by the Vendor to the Initial
Purchasers exercisable in whole or in part by the Stabilising
Manager from time to time from the Listing Date until the earlier
of (i) the date falling 30 days from the Listing Date and (ii) the
date when the Stabilising Manager or its appointed agent has
bought, on the SGX-ST, an aggregate of 30,000,000 Shares,
representing 15.0% of the total Offering Shares, to undertake
stabilising actions, to purchase up to an aggregate of
30,000,000 Shares (representing 15.0% of the total Offering
Shares) at the Offering Price, solely to cover the over-allotment of
the Offering Shares, if any.
Performance Share Plan ........... Theperformance share plan approved by our shareholder on
4 November 2010.
PES ........................... Precision engineering services.
Purchase Agreement .............. Purchase agreement dated 23 November 2010 among us, the Initial
Purchasers, the Vendor, Metcomp Group Holdings and Standard
Chartered Private Equity Limited pursuant to which the Vendor
agrees to sell, and each Initial Purchaser severally agrees to
purchase or procure purchasers for, subject to certain conditions,
the number of Offering Shares set forth in “Plan of Distribution”
and the Additional Shares.
Plan Participants ................. Theparticipants of the Share Plans.
Plan Shares ..................... TheNewShares to be allotted and issued pursuant to the awards
granted in accordance with the respective rules of the Share Plans.
PRC ........................... People’s Republic of China.
qualified institutional buyers ........ Hasthemeaning as ascribed to it under Rule 144A.
Qualified Investors. ............... Persons in the United Kingdom that are qualified investors within
the meaning of Article 2(1)(e) of the Prospectus Directive.
Receiving Bank .................. Standard Chartered Bank.
Regulations S .................... Regulation S under the Securities Act.
Relevant Member State ............ Amember state of the European Economic Area which has
implemented the Prospectus Directive.
Remuneration Committee .......... TheCompany’s Remuneration Committee.
Renounceable Rights Issues ......... Theissue of shares by way of renounceable rights issues on a pro
rata basis to shareholders of the Company.
Reserved Shares. ................. 1,500,000 Shares reserved for purchase by our Directors,
management, employees and business associates of our Group.
Resolutions. ..................... Written resolutions dated 4 November 2010 of passed by our
shareholder.
177

Restricted Share Plan ............. Therestricted share plan approved by our shareholder on
4 November 2010.
restricted securities ............... Hasthemeaning ascribed to it within Rule 144(a)(3) under the
Securities Act.
Revolving Credit Facility ........... AUS$25.0 million revolving credit facility dated 23 November
2010 provided by Standard Chartered Bank.
RoHS Directive .................. Restriction of Hazardous Substances Directive.
Rule 144A ...................... Rule 144A under the Securities Act.
S$, Singapore dollars or Singapore
cents. .......................... Thelawful currency of Singapore.
SAFE .......................... State Administration for Foreign Exchange of the PRC.
Securities Act. ................... U.S. Securities Act of 1933, as amended.
Securities and Futures Act ......... Securities and Futures Act, Chapter 289 of Singapore.
Sei Woo Technologies. ............. SeiWooTechnologies Limited and its subsidiaries.
SFR ........................... Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.
SFRS .......................... Singapore Financial Reporting Standards.
SGX-ST ........................ Singapore Exchange Securities Trading Limited.
Share Lending Agreement .......... Share lending agreement dated 23 November 2010 between the
Stabilising Manager and the Vendor providing for the Stabilising
Manager to borrow up to 30,000,000 Shares from the Vendor.
Shareholders’ Agreement .......... Ashareholders’ agreement entered into on 21 May 2007 between
Metcomp Group Holdings, Standard Chartered Private Equity
Limited, Timespace Trading Limited and Metcomp Holdings,
which was amended, varied and supplemented on 28 August 2007,
22 September 2008 and by the Supplemental Shareholders’
Agreement.
Share Plans ..................... ThePerformance Share Plan and the Restricted Share Plan.
Share Split ...................... Thesub-division of every 10 Shares into 25 Shares which was
effective on 4 November 2010.
Shares ......................... Ordinary shares of the Company.
SIC ........................... Standing Interpretations Committee.
Singapore Companies Act .......... Companies Act, Chapter 50 of Singapore.
Singapore Public Offer ............ 20,000,000 Offering Shares (assuming the Over-allotment Option
is not exercised) offered at the Offering Price by way of a public
offer in Singapore.
Singapore Take-over and Merger
Provisions ...................... Refers collectively to the Singapore Code on Take-overs and
Mergers and Sections 138, 139 and 140 of the Securities and
Futures Act.
Singapore Underwriters. ........... Credit Suisse (Singapore) Limited, Morgan Stanley Asia
(Singapore) Pte. and Standard Chartered Securities (Singapore) Pte.
Limited.
SSD ........................... Solid state drives.
SPE ........................... Special purpose entity.
Stabilising Manager ............... MorganStanley Asia (Singapore) Pte.
178

Stop Order. ..................... Refers to the stop order which the Authority may, in certain
circumstances issue, under the Securities and Futures Act to direct
that no or no further Offering Shares be sold.
Substantial Shareholder. ........... Aperson who has an interest or interests in one or more voting
Shares, and the total votes attached to those Shares is not less than
5.0% of the total votes attached to all the Shares.
Supplemental Shareholders’
Agreement ...................... Supplemental agreement dated 12 November 2010 which amended
the Shareholders’ Agreement.
Term Loan Facility ............... AUS$120.0 million term loan facility agreement dated
8 November 2010 entered into among, the Company and our
subsidiary, Amtek Precision Technology Pte. Ltd., Standard
Chartered Bank and DBS (as mandated lead arrangers) for the
primary purposes of refinancing the Credit Facility.
Underwriters .................... TheInitial Purchasers and the Singapore Underwriters, collectively.
Unig ........................... Unig Pte Ltd.
US$, U.S. dollars or U.S. cents. ...... Thelawful currency of the United States.
U.S. or United States .............. United States of America.
U.S. GAAP. ..................... United States generally accepted accounting principles.
U.S. Holder ..................... Abeneficial owner of Shares that is, for U.S. federal income tax
purposes, (i) a citizen or resident of the United States; (ii) a
corporation or other entity taxable as a corporation created or
organised under the laws of the United States or any political
subdivision thereof or therein or the District of Columbia; (iii) an
estate the income of which is subject to U.S. federal income
taxation regardless of its source; or (iv) a trust (A) that is subject
to the supervision of a court within the United States and the
control of one or more United States persons as described in
Internal Revenue Code Section 7701(a)(30) or (B) that has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a United States person.
Vendor ......................... Metcomp Holdings.
Vendor Loan .................... TheUS$52.7million owed by the Vendor to us as at the date of
this document, which was originally owed to us by MCS pursuant
to the Refinancing. Such loan of US$52.7 million was assumed by
the Vendor pursuant to its internal reorganisation on 4 November
2010.
Venture ........................ Venture Corp Ltd.
VIE ........................... Variable interest entity.
WEEE ......................... Waste Electrical and Electronic Equipment Directive.
WSH Factories Regulations ......... Workplace Safety and Health (Registration of Factories)
Regulations 2008.
References herein to “this document” should be construed as being references to the “Offering Circular”
in the context of the offering circular distributed outside Singapore or the “Singapore Prospectus” or the
“Prospectus” in the context of the prospectus registered by the Authority and distributed in Singapore.
The terms “depositor”, “depository agent” and “depository register” shall have the meanings ascribed to
them in Section 130A of the Singapore Companies Act.
The expressions “associate”, “associated company”, “associated entity”, “controlling interest-holder”,
“related corporation”, “related entity”, “subsidiary”, “subsidiary entity”, “substantial shareholder” and
“substantial interest-holder” shall have the meanings ascribed to them in the Fourth Schedule of the SFR, save
179

that in the section “Interest Person Transactions and Potential Conflicts of Interests” such terms, if used, shall
have the meanings ascribed to them in the Listing Manual or the SFR as the context so requires.
Words importing the singular include, where applicable, the plural and vice versa, and words importing
the masculine gender include, where applicable, the feminine and neuter gender.
Any reference in this document to any legislation or enactment refers to the legislation or enactment as
amended or re-enacted unless the context otherwise requires.
Unless we specify otherwise or the context otherwise requires, all references to our “ordinary shares” or
our “Shares” refer to ordinary shares in the capital of the Company.
180

GLOSSARY OF TECHNICAL TERMS
“two-shot” moulding .............. Amoulding process that produces a single product with 2 different
types of materials or colours in successive moulding cycles within
the same mould.
3D CAD/CAM ................... Anintegrated three-dimensional computer aided design and
computer aided machining system.
clamping force ................... Theforce exerted by the moulding machine that keeps the mould
closed and sealed during the injection process.
electro-mechanical assembly ........ Anassembly comprising electrical, electronic and mechanical
components.
finite element analysis ............. Acomputer aided virtual simulation technology that uses
mathematical models to help predict the performance of a design
(virtual product) under stipulated conditions.
heat staking ..................... Aprocess that uses heat to melt and hold two components
together.
horizontal and vertical cold forming . . The forming of metal billets by horizontal or vertical motion.
injection moulding ................ Amanufacturing process that produces metallic or non-metallic
parts by mixing the material, heating and forcing it into a mould
cavity.
injection moulding machine. ........ Machines which the moulds are mounted on for mass production.
laser marking. ................... Theprocess that uses high-power laser beam to create precise
patterned burn marks on a metal or plastic surface.
machining ...................... Theprocess of removing material with power-driven equipment to
achieve desired shapes and symmetry.
metal injection moulding ........... Amanufacturing process where fine metal powder mixed with
special binder is injected into a mould to form the required shape.
microstructure analysis ............ Theprocess of examining steel cross-sections under a microscope
to study the microstructure feature and to determine its quality.
milling ......................... Amachining technique in which material from a work piece is
removed by feeding toward the direction of a rotating cutter.
mould. ......................... Anassembly of specially designed and machined metal cores,
cavities and other mould parts and components used to mass
produce customised plastic and rubber parts on a moulding
machine.
multi-slide forming ............... Amachine that employs a combination of sliding mechanisms to
create three-dimensional parts from metal coils or strips.
precision metal stamping ........... Aprocess that creates two-dimensional or three-dimensional sheet
metal parts by primarily cutting, bending and forming the metal
within a die on a stamping machine.
precision progressive cold forge
stamping ....................... Amanufacturing process that produces customised metal parts by
subjecting the raw metal strip through a series of high-deformation
cold forging processes, with each station modifying the shape and
geometry from the preceding stations to achieve the final parts at
the output end of the die.
press brake machine .............. Awide bed machine driven by hydraulic or servo motor,
specialised for bending sheet metal in various angle and multiple
bends.
181

progressive stamping .............. Amanufacturing process that produces customised metal parts by
progressively advancing the coil strip metal in tandem with press
stroke through specially designed dies that will produce a
component with each preceding stroke.
roll mill ........................ Equipment used to mix rubber compounds.
soft-tool ........................ Atemporary tool for making samples and prototypes.
spin forming .................... Ametal working process that creates an axially symmetrical metal
shape by manipulating disc or tube of metal that is rotating at high
speed with wiping tool acting against a specially designed
mandrel.
staking ......................... Ajoining process that fixes stud or stand-off securely on sheet
metal.
tapping. ........................ Aprocess to form or machine screw threads on sheet metal.
tensile test ...................... Amechanical test where a pulling force is applied to a material
sample at both ends until the sample changes its shape or breaks.
It is a common and important test that provides a variety of
information about the material being tested, including the
elongation, yield point, tensile strength and ultimate strength of the
material.
tool and die ..................... Anassembly of specially designed and machined steel plates, tool
parts and components used to mass produce customised metal parts
on a press machine.
turning ......................... Amachining technique that uses a moving cutter or form tools to
work a revolving work piece to the desired shape and size.
turret punching press ............. Acomputerised numerical controlled machine capable of
punching, forming and bending sheet metal, primarily for
prototyping and batch production.
ultrasonic welding ................ Anindustrial technique whereby high-frequency ultrasonic acoustic
vibrations are locally applied to work pieces being held together
under pressure to create a solid-state weld.
VCM plate ...................... Voice coil motor plate, a component in voice coil motors used in
disk drives.
welding ........................ Afabrication process that joins materials, usually metals or
plastics, by causing coalescence through heat or pressure.
wire-cut EDM (electrical discharge
machining) ...................... Anelectro-thermal metal removal technique to cut a programmed
contour in a metallic work piece by the use of heat from
intermittent electrical sparks, discharged through an electrically
charged metal wire (electrode) guided by the upper and lower
guides.
182

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OF AMTEK ENGINEERING LTD AND ITS SUBSIDIARIES
Independent Auditors’ Report on the Consolidated Financial Statements of Amtek Engineering Ltd and
its Subsidiaries ................................................................ F-2
Consolidated Income Statements for the Years ended 30 June 2008, 2009 and 2010 ............... F-4
Consolidated Statements of Comprehensive Income for the Years ended 30 June 2008, 2009 and
2010 ........................................................................ F-5
Consolidated Balance Sheets as at 30 June 2008, 2009 and 2010 ............................. F-6
Consolidated Statements of Changes in Equity for the Years ended 30 June 2008, 2009 and 2010 ..... F-7
Consolidated Statements of Cash Flows for the Years ended 30 June 2008, 2009 and 2010 .......... F-8
Notes to the Consolidated Financial Statements for the Years ended 30 June 2008, 2009 and 2010 .... F-10
F-1
Page

Amtek Engineering Ltd and its Subsidiaries
The Board of Directors
Amtek Engineering Ltd
1 Kian Teck Drive
Singapore 628818
Independent Auditors’ Report on the Consolidated Financial Statements of Amtek Engineering Ltd and
its Subsidiaries
We have audited the accompanying consolidated financial statements of Amtek Engineering Ltd (the
“Company”) and its subsidiaries (collectively the “Group”) set out on pages F-4 to F-53 comprising the
consolidated balance sheets as at 30 June 2008, 2009 and 2010, the consolidated income statements,
consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated
statements of changes in equity for each of the financial years ended 30 June 2008, 2009 and 2010, and a
summary of significant accounting policies and other explanatory notes.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with the Singapore Financial Reporting Standards. This responsibility includes devising and
maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and
that they are recorded as necessary to permit the preparation of true and fair income statements and balance
sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audits in accordance with Singapore Standards on Auditing. Those Standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. These procedures selected depend on the auditor’s judgement, including the
assessment of the risk of material misstatement of the consolidated financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by the management, as well as evaluating the
overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
F-2

Independent Auditors’ Report on the Consolidated Financial Statements of Amtek Engineering Ltd and
its Subsidiaries
Opinion
In our opinion, the consolidated financial statements of the Group are properly drawn up in accordance with
Singapore Financial Reporting Standards so as to present fairly, in all material respects, the state of affairs of
the Group as at 30 June 2008, 2009 and 2010 and the results, changes in equity and cash flows of the Group
for the financial years ended on those dates.
This report has been prepared for inclusion in the Prospectus dated 24 November 2010 in connection with the
proposed listing of the Company’s shares on the Singapore Exchange Securities Trading Limited.
Ernst & Young LLP
Public Accountants and
Certified Public Accountants
Singapore
24 November 2010
Partner-in-Charge: Michael Sim Juat Quee
F-3

Amtek Engineering Ltd and its Subsidiaries
Consolidated Income Statements
for the Years ended 30 June 2008, 2009 and 2010
Note 2008
Years ended 30 June
2009 2010
US$’000 US$’000 US$’000
Revenue ............................................ 3 786,387 624,575 638,000
Cost of sales ......................................... (657,461) (531,542) (531,864)
Gross profit .........................................
Less: Operating (expenses)/income
128,926 93,033 106,136
Other operating income . . . .............................. 6,341 2,937 2,631
General and administrative expenses .......................
Loss on classification of associate to available-for-sale
(59,401) (55,351) (48,578)
investments ........................................ — — (882)
Foreign exchange gain/(loss) ............................. 3,725 (4,722) (2,623)
Fair value gain/(loss) on derivative. ........................ — 478 (2,977)
Fair value loss on available-for-sale investments ............... — (782) —
Finance income ....................................... 7 1,365 939 722
Finance costs ........................................ 8 (10,974) (12,563) (10,293)
Other items .......................................... 5 (2,554) (26,111) (6,500)
Profit/(loss) before taxation and share of results of associates. . . 67,428 (2,142) 37,636
Share of results of associates ............................. 1,321 1,631 810
Profit/(loss) before taxation ............................. 4 68,749 (511) 38,446
Taxation ............................................ 9 (17,479) (10,877) (16,165)
Profit/(loss) for the year ............................... 51,270 (11,388) 22,281
Attributable to:
Owners of the Company . . .............................. 46,169 (12,369) 21,682
Non-controlling interests . . .............................. 5,101 981 599
51,270 (11,388) 22,281
Earnings/(losses) per share attributable to owners of the
Company (cents)
Basic and diluted, after adjusting for share split (Note 39) ..... 10 3.9 (2.3) 4.0
The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.
F-4

Amtek Engineering Ltd and its Subsidiaries
Consolidated Statements of Comprehensive Income
for the Years ended 30 June 2008, 2009 and 2010
2008
Years ended 30 June
2009 2010
US$’000 US$’000 US$’000
Profit/(loss) for the year. .........................................
Other comprehensive income/(loss)
51,270 (11,388) 22,281
Fair value (loss)/gain on available-for-sale financial assets ................ (12) 782 —
Exchange differences arising from consolidation of foreign operations ....... 6,936 (4,834) 2,791
Share of associate’s other comprehensive income ....................... — — (316)
Capital reserves attributed to a former associate deemed realised ........... — — (2,780)
Other comprehensive income attributed to a former associate deemed realised. . — — 316
Other comprehensive income/(loss) for the financial year ................. 6,924 (4,052) 11
Total comprehensive income/(loss) for the financial year ............... 58,194 (15,440) 22,292
Total comprehensive income/(loss) attributable to:
Owners of the Company ......................................... 52,459 (15,787) 21,418
Non-controlling interests ......................................... 5,735 347 874
58,194 (15,440) 22,292
The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.
F-5

Amtek Engineering Ltd and its Subsidiaries
Consolidated Balance Sheets
as at 30 June 2008, 2009 and 2010
Note 2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
ASSETS
Non-current assets
Property, plant and equipment .................................. 11 149,124 133,540 120,743
Goodwill on consolidation ..................................... 12 5,281 — —
Investment in associates ....................................... 14 16,477 16,304 7,830
Available-for-sale investments. .................................. 15 69 59 5,232
Other receivables and deposits .................................. 16 380 261 224
Prepaid expenses . . . ......................................... 1,134 1,596 1,672
Amounts due from holding company .............................. 17 140,668 52,668 52,668
Deferred tax assets . ......................................... 18 961 1,488 1,694
Fixed deposits .............................................. 22 13,345 12,059 12,141
Current assets
327,439 217,975 202,204
Inventories ................................................ 19 88,499 47,672 48,584
Trade receivables. . . ......................................... 20 157,346 115,958 145,189
Other receivables and deposits .................................. 16 11,579 7,941 22,043
Prepaid expenses . . . ......................................... 6,549 6,663 3,034
Derivatives ................................................ 21 — 478 —
Fixed deposits .............................................. 22 1,590 6,473 1,546
Cash and bank balances ....................................... 23 49,110 56,335 81,443
314,673 241,520 301,839
TOTAL ASSETS ........................................... 642,112 459,495 504,043
EQUITY AND LIABILITIES
Current liabilities
Trade payables ............................................. 24 130,246 87,910 123,339
Other payables and accrued expenses ............................. 25 58,132 41,555 45,174
Finance lease obligations ...................................... 26 75 173 167
Loans and borrowings ........................................ 27 51,044 51,382 64,000
Deferred income . . . ......................................... 28 81 — —
Provision for taxation ........................................ 9,290 9,427 9,372
Derivatives ................................................ 21 — — 2,499
248,868 190,447 244,551
NET CURRENT ASSETS ....................................
Non-current liabilities
65,805 51,073 57,288
Finance lease obligations ...................................... 26 197 702 463
Loans and borrowings ........................................ 27 180,000 160,000 130,000
Deferred tax liabilities ........................................ 18 6,584 6,143 6,343
Other payables ............................................. 29 309 —
186,810 167,154 136,806
Total liabilities .............................................
Equity attributable to owners of the Company
435,678 357,601 381,357
Share capital ............................................... 29 36,482 36,482 36,482
Other reserves .............................................. 30 24,935 23,636 26,166
Revenue reserve . . . ......................................... 127,390 24,902 43,790
188,807 85,020 106,438
Non-controlling interests ...................................... 17,627 16,874 16,248
Total equity ............................................... 206,434 101,894 122,686
TOTAL EQUITY AND LIABILITIES ........................... 642,112 459,495 504,043
The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.
F-6

Group Note
Amtek Engineering Ltd and its Subsidiaries
Consolidated Statements of Changes in Equity
for the Years ended 30 June 2008, 2009 and 2010
Share
capital
Statutory
reserve
fund
Capital
reserve
Foreign
currency
translation Fair value
reserve reserve
Other
reserves,
total
Revenue
reserve
Equity
attributable
to owners
of the
company,
total
Noncontrolling
interests Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance at 1 July 2007 . . . . 96,482 10,173 5,678 3,055 (770) 18,136 91,598 206,216 18,153 224,369
Profit for the year . . . . . . . .
Other comprehensive
— — — — — — 46,169 46,169 5,101 51,270
income/(loss) for the
financial year . . . . . . . . .
Total comprehensive
— — — 6,302 (12) 6,290 — 6,290 634 6,924
income/(loss) for the
financial year . . . . . . . . . — — — 6,302 (12) 6,290 46,169 52,459 5,735 58,194
Capital reduction . . . . . . . .
Premium paid on acquisition
29 (60,000) — — — — — — (60,000) — (60,000)
of non-controlling
interests . . . . . . . . . . . . . 13 — — — — — — (7,555) (7,555) — (7,555)
Adjustment on share of noncontrolling
interests . . . . . — — — — — — (1,267) (1,267) 1,267 —
Decrease in non-controlling
interests . . . . . . . . . . . . . — — — — — — — — (5,539) (5,539)
Dividends paid to noncontrolling
interests . . . . . — — — — — — — — (1,989) (1,989)
Dividends paid . . . . . . . . . . 31 — — — — — — (1,046) (1,046) — (1,046)
Transfer to statutory reserve
fund . . . . . . . . . . . . . . . 30 — 509 — — — 509 (509) — — —
Balance at 30 June 2008 and
1 July 2008 . . . . . . . . . . 36,482 10,682 5,678 9,357 (782) 24,935 127,390 188,807 17,627 206,434
Profit for the year . . . . . . . .
Other comprehensive
— — — — — — (12,369) (12,369) 981 (11,388)
income/(loss) for the
financial year . . . . . . . . .
Total comprehensive income/
— — — (4,200) 782 (3,418) — (3,418) (634) (4,052)
(loss) for the financial
year . . . . . . . . . . . . . . . — — — (4,200) 782 (3,418) (12,369) (15,787) 347 (15,440)
Dividends paid to noncontrolling
interests . . . . . — — — — — — — — (1,100) (1,100)
Dividends paid . . . . . . . . . . 31 — — — — — — (88,000) (88,000) — (88,000)
Transfer to statutory reserve
fund . . . . . . . . . . . . . . . 30 — 2,119 — — — 2,119 (2,119) — — —
Balance at 30 June 2009 and
1 July 2009 . . . . . . . . . . 36,482 12,801 5,678 5,157 — 23,636 24,902 85,020 16,874 101,894
Profit for the year . . . . . . . .
Other comprehensive
— — — — — — 21,682 21,682 599 22,281
income/(loss) for the
financial year . . . . . . . . .
Total comprehensive income/
— — (2,780) 2,516 — (264) — (264) 275 11
(loss) for the financial
year . . . . . . . . . . . . . . . — — (2,780) 2,516 — (264) 21,682 21,418 874 22,292
Dividends paid to noncontrolling
interests . . . . . — — — — — — — — (1,500) (1,500)
Transfer to statutory reserve
fund . . . . . . . . . . . . . . . 30 — 2,794 — — — 2,794 (2,794) — — —
Balance at 30 June 2010 . . . 36,482 15,595 2,898 7,673 — 26,166 43,790 106,438 16,248 122,686
The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.
F-7

Amtek Engineering Ltd and its Subsidiaries
Consolidated Statements of Cash Flows
for the Years ended 30 June 2008, 2009 and 2010
Years ended 30 June
Note 2008 2009 2010
US$’000 US$’000 US$’000
Cash flows from operating activities
Profit/(loss) before taxation ....................................
Adjustments for:
68,749 (511) 38,446
Loss on classification of associate to available-for-sale investments ....... — — 882
Fair value loss on available-for-sale investments. .................... — 782 —
Fair value (gain)/loss on derivatives . ............................. — (478) 2,977
Allowance for inventory obsolescence ............................ 4 1,177 1,087 893
(Write-back of)/allowance for doubtful debts . ...................... 4 (651) 1,082 385
Bad debts (recovered)/written off — trade . . . ...................... 4 115 (153) (498)
Depreciation of property, plant and equipment ...................... 4 25,808 25,119 22,995
Impairment of property, plant and equipment . ...................... 5 300 1,414 2,865
Impairment of goodwill . . .................................... 5 — 5,281 —
Finance income . ........................................... 7 (1,365) (939) (722)
Finance cost ............................................... 8 10,974 12,563 10,293
(Gain)/loss on disposal of property, plant and equipment .............. 4 (3,657) 1,344 (1,657)
Property, plant and equipment written off. ......................... 4 229 39 449
Share of results of associates ................................... (1,321) (1,631) (810)
Operating profit before working capital changes .................. 100,358 44,999 76,498
(Increase)/decrease in inventories. . . ............................. (18,228) 39,740 (1,805)
(Increase)/decrease in receivables and prepaid expenses ............... (23,149) 43,640 (41,018)
Decrease in amounts due from associates .......................... (26) — —
Increase/(decrease) in payables and accrued expenses . . ............... 29,217 (55,932) 41,660
Cash generated from operations ............................... 88,172 72,447 75,335
Finance income received . . .................................... 1,365 939 722
Finance cost paid ........................................... (4,949) (12,563) (10,293)
Income tax paid . ........................................... (10,600) (12,219) (16,675)
Net cash generated from operating activities .....................
Cash flows from investing activities
73,988 48,604 49,089
Purchases of property, plant and equipment . . ...................... (a) (29,448) (16,715) (15,743)
Proceeds from disposal of property, plant and equipment .............. 10,936 2,083 5,251
Acquisition of non-controlling interests ........................... 13 (7,391) (2,782) (2,921)
Dividend received from associates . . ............................. 1,612 1,745 598
Increase in interest in subsidiaries . . ............................. — (304) —
Proceeds from disposal of investment ............................ 107 — —
Net cash used in investing activities ............................
Cash flows from financing activities
(24,184) (15,973) (12,815)
Repayment of borrowings . .................................... — (18,018) (16,000)
Repayment of finance lease obligations ........................... — — (245)
Proceeds from borrowings . .................................... 164,319 — —
Reduction in share capital . .................................... (60,000) — —
(Advances to)/payment from holding company ...................... (140,668) 88,000 —
Dividends paid to non-controlling interests. . . ...................... (1,989) (1,100) (1,500)
Dividends paid on ordinary shares . . ............................. (1,046) (88,000) —
Movement in restricted fixed deposits ............................ 1,207 1,286 (82)
Finance cost paid ........................................... (6,025) — —
Net cash used in financing activities ............................ (44,202) (17,832) (17,827)
Net effect of exchange rate changes. ............................. 4,330 (1,047) 3,116
Net increase in cash and cash equivalents . . . ...................... 9,932 13,752 21,563
Cash and cash equivalents at beginning of the year. .................. 37,742 47,674 61,426
Cash and cash equivalents at end of the year ..................... (b) 47,674 61,426 82,989
F-8

Amtek Engineering Ltd and its Subsidiaries
Consolidated Statements of Cash Flows
for the Years ended 30 June 2008, 2009 and 2010 (continued)
Note
(a) This represents the cash outflow excluding plant and equipment acquired under hire purchase
arrangements, amounting to US$63,000, US$603,000 and US$82,000 for the financial years ended 30 June
2008, 2009 and 2010, respectively.
In addition, there is an amount of US$1,396,000 being excluded from the purchase of property, plant and
equipment in 2010 as it pertains to prepayment for capital expenditure in 2009 being capitalised as
property, plant and equipment in 2010.
(b) Cash and cash equivalents included in the consolidated statements of cash flows comprise the following
balance sheet amounts:
Note 2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Fixed deposits with financial institutions — current portion . . . 22 1,590 6,473 1,546
Cash and bank balances ............................. 49,110 56,335 81,443
50,700 62,808 82,989
Less: Bank overdraft ............................... 27 (3,026) (1,382) —
47,674 61,426 82,989
The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.
F-9

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
1. Corporate information
Amtek Engineering Ltd (the “Company”) is incorporated and domiciled in Singapore with the registered
office and principal place of business at 1 Kian Teck Drive, Singapore 628818.
The immediate holding company is Metcomp Co (Singapore) Pte. Ltd., a company incorporated in
Singapore, which owns 100% of the issued capital of the Company. The ultimate holding company is
Metcomp Holdings, a company incorporated in Cayman Islands.
The principal activities of the Company are that of an investment holding company. Prior to 1 August
2008, the Company was engaged in the principal activities of design and manufacture of precision
toolings, stamping of precision metal parts and casings, prototype making and the mechanical
sub-assembly of semi-finished products. As part of a restructuring exercise, certain assets were transferred
to a subsidiary, Amtek Precision Technology Pte. Ltd (“APT”).
The principal activities of the subsidiaries are set out in Note 13.
2. Summary of significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with Singapore
Financial Reporting Standards (“FRS”). All the new and revised FRS and Interpretations to FRS (“INT
FRS”) that are relevant to its operations and effective for annual periods beginning on or before 1 July
2009 have been adopted and applied retrospectively. The financial statements for years ended 30 June
2008, 2009 and 2010 have been prepared using the same basis and presentation.
The financial statements have been prepared on the historical cost basis except as disclosed in the
accounting policies.
The financial statements are presented in United States Dollars (USD or US$) and all values are rounded
to the nearest thousand (US$’000) as indicated.
2.2 Future changes in accounting policies
At the date of authorisation of these financial statements, the following FRS, INT FRS and amendments
to FRS that are relevant to the Group were issued but not effective.
The Group has not adopted the following FRS, INT FRS and amendments to FRS that have been issued
but not yet effective:
Reference Description
Effective for
annual periods
beginning on
or after
FRS 24 Revised Related Party Disclosures 1 January 2011
FRS 32 Amendments to FRS 32 — Classification of Rights Issue 1 February 2010
FRS 102 Amendments to FRS 102 — Group Cash-settled Share-based Payment
Transactions
1 January 2010
INT FRS 114 Amendments to INT FRS 114 — Prepayments of a Minimum
Funding Requirement
1 January 2011
INT FRS 115 Agreements for the Construction of Real Estate 1 January 2011
INT FRS 119 Extinguishing Financial Liabilities with Equity Instruments 1 July 2010
Various Improvements to FRSs issued in 2009
— Amendments to FRS 1 — Presentation of Financial Statements 1 January 2010
— Amendments to FRS 7 — Statement of Cash Flows 1 January 2010
— Amendments to FRS 17 — Leases 1 January 2010
— Amendments to FRS 36 — Impairment of Assets 1 January 2010
— FRS 39 — Financial Instruments: Recognition and Measurement 1 January 2010
F-10

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.2 Future changes in accounting policies (continued)
Reference Description
Effective for
annual periods
beginning on
or after
— Amendments to FRS 105 — Non-current Assets Held for Sale and
Discontinued Operations
1 January 2010
— Amendments to FRS 108 — Operating Segments 1 January 2010
Various Improvements to FRSs issued in 2010
— Amendments to FRS 101 — First-time Adoption of Financial
Reporting Standards
1 January 2011
— Amendments to FRS 103 — Business Combinations 1 July 2010
— Amendments to FRS 107 — Financial Instruments: Disclosures 1 January 2011
— Amendments to FRS 1 — Presentation of Financial Statements 1 January 2011
— Amendments to FRS 27 — Consolidated and Separate Financial
Statements
1 July 2010
— Amendments to FRS 34 — Interim Financial Reporting 1 January 2011
— Amendments to INT FRS 113 — Customer Loyalty Programmes 1 January 2011
The Directors expect that the adoption of the standards and interpretations above will have no material
impact to the financial statements in the period of initial application, except for FRS 24 as indicated
below.
Revised FRS 24: Related Party Disclosures
The revised FRS 24 expand the definition of a related party and would treat two entities as related to
each other whenever a person (or a close member of that person’s family) or a third party entity has
control or joint control over the entity, or has significant influence over the entity. The Group is currently
determining the impact of the expanded definition has on the disclosure of related party transactions. As
this is a disclosure standard, it will have no impact on the financial position or financial performance of
the Group when implemented.
2.3 Basis of consolidation and goodwill
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the respective balance sheet dates. The financial statements of the subsidiaries used in
the preparation of the consolidated financial statements are prepared for the same reporting date as the
Company. Consistent accounting policies are applied to like transactions and events in similar
circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions are eliminated in full.
Business combinations from 1 July 2009
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the
amount of any non-controlling interest in the acquiree. For each business combination, the acquirer
measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of
the acquiree’s identifiable net assets. Acquisition costs incurred are expensed.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
F-11

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.3 Basis of consolidation and goodwill (continued)
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date
through profit and loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to
be an asset or liability, will be recognised in accordance with FRS 39 either in profit or loss or as change
to other comprehensive income. If the contingent consideration is classified as equity, it shall not be
remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred over the Group’s
net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of
the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative values of the operation disposed of and the portion of the
cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January
2005 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated in accordance with the accounting policy set out in
Note 2.5.
Business combinations prior to 30 June 2009
In comparison to the above mentioned requirements, the following differences applied:
Business combinations were accounted for using the purchase method. Transaction costs directly
attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly
known as minority interest) was measured at the proportionate share of the acquiree’s identifiable net
assets.
Business combinations achieved in stages were accounted for as separate steps. Any additional acquired
share of interest did not affect previously recognised goodwill.
When the Group acquired a business, embedded derivatives separated from the host contract by the
acquiree were not reassessed on acquisition unless the business combination resulted in a change in the
terms of the contract that significantly modified the cash flows that otherwise would have been required
under the contract.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic
outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the
contingent consideration affected goodwill.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
2.4 Transactions with non-controlling interests
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by
the Group and are presented separately in the consolidated income statement and within equity in the
consolidated balance sheets, separately from parent shareholders’ equity. Transactions with non-
F-12

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.4 Transactions with non-controlling interests (continued)
controlling interests are accounted for using the entity concept method, whereby, transactions with noncontrolling
interests are accounted for as transactions with owners. On acquisition of non-controlling
interests, the difference between the consideration and book value of the share of the net assets acquired
is reflected as being a transaction between owners and recognised directly in equity. Gain or loss on
disposal to non-controlling interests is recognised directly in equity.
2.5 Foreign currency
The Group’s consolidated financial statements are presented in United States Dollars (USD or US$),
which is also the parent company’s functional currency. Transactions in foreign currencies are measured
in the respective functional currencies of the Company and its subsidiaries and are recorded on initial
recognition in the functional currencies at exchange rates approximating those ruling at the transaction
dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of
exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the
balance sheet date are recognised in income statement except for exchange differences arising on
monetary items that form part of the Group’s net investment in foreign operations, which are recognised
initially in other comprehensive income and accumulated under foreign currency translation reserve in
equity. The foreign currency translation reserve is reclassified from equity to income statement of the
Group on disposal of the foreign operation.
The assets and liabilities of foreign operations are translated into United States Dollars (USD or US$) at
the rate of exchange ruling at the balance sheet date and their statement of comprehensive income are
translated at the weighted average exchange rates for the year. The exchange differences arising on the
translation are taken directly to other comprehensive income. On disposal of a foreign operation, the
cumulative amount recognised in other comprehensive income relating to that particular foreign operation
is recognised in the income statement.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
2.6 Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property,
plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. The
cost comprises its purchase price and any directly attributable costs of bringing the asset to working
condition for its intended use.
Subsequent to recognition, all items of property, plant and equipment are measured at cost less
accumulated depreciation and impairment losses. When significant parts of property, plant and equipment
are required to be replaced in intervals, the Group recognises such parts as individual assets with specific
useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is
recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognised in the income statement as incurred.
The carrying values of property, plant and equipment are reviewed for impairment, when events or
changes in circumstances indicate that the carrying value may not be recoverable.
F-13

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.7 Depreciation
Depreciation is not provided for freehold land due to its unlimited useful life. Works in progress are not
depreciated until they are completed and put into use. Assets held under finance leases are depreciated
over their estimated useful lives or the lease terms, whichever is shorter, if there is no reasonable
certainty that the Group will obtain ownership by the end of the lease term.
Depreciation is calculated on a straight-line basis over the expected useful lives of the assets as follows:
Freehold and leasehold properties. ......... — 20to99years
Equipment and machinery ............... — 2to10years
Furniture and fixtures .................. — 2to10years
Motor vehicles ....................... — 4to10years
Office equipment ...................... — 2to5years
Computer software .................... — 5years
The useful life, residual value and depreciation method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate.
Fully depreciated assets are retained in the financial statements until they are no longer in use and no
further charge for depreciation is made in respect of these assets.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included
in the income statement in the year the asset is derecognised.
2.8 Impairment of non-financial assets
The Group assesses at each reporting date whether there is indication that an asset may be impaired. If
any such indication exists, or when an annual impairment assessment for an asset is required, the Group
makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to
sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets. In assessing value in use, the estimated
future cash flows expected to be generated by the asset are discounted to their present value using a pretax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used.
These calculations are corroborated by valuation multiples, quoted share prices for publicly traded
subsidiaries or other available fair value indicators. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is written down to its recoverable amount.
Impairment losses are recognised in the income statement except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case the impairment is also
recognised in other comprehensive income up to the amount of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount
of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been recognised previously.
Such reversal is recognised in the income statement unless the asset is measured at revalued amount, in
which case the reversal is treated as a revaluation increase.
2.9 Subsidiaries
A subsidiary is a company over which the Group has the power to govern the financial and operating
policies so as to obtain benefits from its activities. This is usually when the Group, directly or indirectly,
F-14

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.9 Subsidiaries (continued)
holds more than 50% of the issued share capital, or controls more than half of the voting power, or
controls the composition of the board of directors.
2.10 Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant
influence. The associate is equity accounted for from the date the Group obtains significant influence
until the date the Group ceases to have significant influence over the associate.
The Group’s investments in associates are accounted for using the equity method. Under the equity
method, the investment in associates is measured in the balance sheet at cost plus post-acquisition
changes in the Group’s share of net assets of the associates. Goodwill relating to an associate is included
in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the
associate’s identifiable asset, liabilities and contingent liabilities over the cost of the investment is
deducted from the carrying amount of the investment and is recognised as income as part of the Group’s
share of results of the associate in the period in which the investment is acquired.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group
does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associate.
After application of the equity method, the Group determines whether it is necessary to recognise an
additional impairment loss on the Group’s investment in its associates. The Group determines at each
balance sheet date whether there is any objective evidence that the investment in the associate is
impaired. If this is the case, the Group calculates the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value and recognises the amount in the income
statement.
The financial statements of the associates are prepared as of the same reporting date as the Company.
When the financial statements of an associate used in applying the equity method are prepared as of a
different reporting date from the Company, adjustments are made for the effects of significant
transactions or events that occur between that date and the reporting date of the Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
2.11 Financial assets
Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of
financial assets not at fair value through the income statement, directly attributable transaction costs. The
Group determines the classification of its financial assets after initial recognition and, where allowed and
appropriate, re-evaluates this designation at each financial year-end.
A financial asset is derecognised when the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that has been recognised in
other comprehensive income is recognised in the income statement.
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that
the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the period generally established by regulation or
convention in the marketplace concerned.
(i) Financial assets at fair value through profit or loss
Financial assets classified as held for trading are included in the category financial assets at fair value
through profit or loss. Financial assets are classified as held for trading if they are acquired for the
F-15

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.11 Financial assets (continued)
purpose of selling in the near term. Derivative financial instruments are also classified as held for trading
unless they are designated as effective hedging instruments. Gains or losses on investments held for
trading are recognised in the income statement.
(ii) Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables. Subsequent to initial recognition, loans and receivables are carried at
amortised cost using the effective interest method. Gains and losses are recognised in income statement
when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
(iii) Available-for-sale financial assets
Available-for-sale financial assets are those financial assets that are designated as available-for-sale or are
not classified in any of the above categories. After initial recognition, available-for-sale financial assets
are measured at fair value with gains or losses from changes in fair value of the financial asset being
recognised in other comprehensive income, except that impairment losses, foreign exchange gains and
losses on monetary instruments and interest calculated using the effective interest method are recognised
in the income statement.
The cumulative gain or loss previously recognised in other comprehensive income is reclassified from
equity to the income statement as a reclassification adjustment when the financial asset is derecognised.
The fair value of investments that are actively traded in organised financial markets is determined by
reference to the relevant Exchange’s quoted market bid prices at the close of business on the balance
sheet date. For investments where there is no active market, fair value is determined using valuation
techniques. Such techniques include using recent arm’s length market transactions; reference to the
current market value of another instrument, which is substantially the same; discounted cash flow analysis
and option pricing models. Where the fair value cannot be reliably determined, the investment will be
carried at cost less impairment loss.
2.12 Impairment of financial assets
The Group assesses at balance sheet date whether there is any objective evidence that a financial asset or
a group of financial assets is impaired.
(a) Assets carried at amortised cost
If there is objective evidence that an impairment loss on financial assets carried at amortised cost has
been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount
and the present value of estimated future cash flows discounted at the financial asset’s original effective
interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The
amount of the loss is recognised in the income statement.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced
directly or if an amount was charged to the allowance account, the amounts charged to the allowance
account are written-off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has been
incurred, the Group considers factors such as the probability of insolvency or significant financial
difficulties of the debtor and default or significant delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income
statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the
reversal date.
F-16

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.12 Impairment of financial assets (continued)
(b) Assets carried at cost
If there is objective evidence (such as significant adverse changes in the business environment where the
issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an
impairment loss on a financial asset carried at cost has been incurred, the amount of the loss is measured
as the difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment losses are
not reversed in subsequent periods.
(c) Available-for-sale financial assets
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or
obligor, and the disappearance of an active trading market are considerations to determine whether there
is objective evidence that investment securities classified as available-for-sale financial assets are
impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost
(net of any principal payment and amortisation) and its current fair value, less any impairment loss
previously recognised in the income statement, is transferred from equity to the income statement.
Reversals of impairment loss in respect of equity instruments are not recognised in the income statement.
Reversals of impairment losses on debt instruments are reversed through the income statement, if the
increase in fair value of the instrument can be objectively related to an event occurring after the
impairment loss was recognised in the income statement.
2.13 Inventories
Raw materials, consumables, finished goods and work-in-progress are stated at the lower of cost and net
realisable value. Cost is primarily determined on a weighted average basis and includes all costs in
bringing the inventories to their present location and condition. In the case of manufactured products, cost
includes all direct expenditure and production overheads based on the normal level of activity.
Net realisable value is the estimated selling price in the normal course of business less estimated costs of
completion and the estimated costs necessary to make the sale. Allowance is made, where necessary, for
obsolete, slow-moving and defective stocks.
2.14 Cash and short-term deposits
Cash and short-term deposits in the consolidated balance sheets comprise cash at banks and on hand and
short-term deposits with an original maturity of three months or less.
For the purpose of the consolidated statement cash flows, cash and cash equivalents consist of cash and
short-term deposits as defined above, net of outstanding bank overdrafts.
2.15 Financial liabilities
Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a party
to the contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than
derivatives, directly attributable transaction costs.
Subsequent to initial recognition, derivatives are measured at fair value. Other financial liabilities (except
for financial guarantee) are measured at amortised cost using the effective interest method.
For financial liabilities other than derivatives, gains and losses are recognised in the income statement
when the liabilities are derecognised, and through the amortisation process. Any gains or losses arising
from changes in fair value of derivatives are recognised in the income statement. Net gains or losses on
derivatives include exchange differences.
F-17

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.15 Financial liabilities (continued)
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the income statement.
2.16 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made on the amount of the obligation.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is
no longer probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, the provision is reversed. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost.
2.17 Deferred income
Government grants are recognised where there is reasonable assurance that the grant will be received and
all attached conditions will be complied with. When the grant relates to an expense item, it is recognised
as income over the period necessary to match the grant on a systematic basis to the costs that it is
intended to compensate. Where the grant relates to an asset, it is recognised as deferred income and
released to income in equal amounts over the expected useful life of the related asset.
Where the Group receives non-monetary grants, the asset and the grant are recorded at nominal amounts
and released to the income statement over the expected useful life of the relevant asset by equal annual
instalments.
Deferred income relates to government grants which are recognised at their fair value where there is
reasonable assurance that the grant will be received and all attaching conditions will be complied with.
2.18 Financial guarantee
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.
Financial guarantees are recognised initially at fair value, adjusted for transaction costs that are directly
attributable to the issuance of the guarantee. Subsequent to initial recognition, financial guarantees are
recognised as income in the income statement over the period of the guarantee. If it is probable that the
liability will be higher than the amount initially recognised less amortisation, the liability is recorded at
the higher amount with the difference charged to the income statement.
2.19 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration
received or receivable.
Revenue from the sale of goods is recognised upon the transfer of significant risks and rewards of
ownership of the goods to the customer. Revenue is not recognised to the extent where there are
significant uncertainties regarding recovery of the consideration due, associated costs or the possible
return of goods.
Revenue from its test and technical services is recognised when the services are rendered.
F-18

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.19 Revenue recognition (continued)
Interest income is recognised using the effective interest rate method.
Dividend income is recorded when the Group’s right to receive payment is established.
2.20 Income taxes
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted at the balance sheet date.
Current taxes are recognised in the income statement except to the extent that the tax relates to items
recognised outside the income statement, either in other comprehensive income or directly in equity.
Deferred tax
Deferred income tax is provided, using the liability method, on all temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted at the balance sheet date.
Deferred tax liabilities are recognised for all temporary differences, except:
Where the deferred income tax liabilities arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss;
In respect of taxable temporary differences associated with investments in subsidiaries and associates,
where the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
losses and unabsorbed capital allowances to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, carry-forward of unused tax losses and
unused tax credits can be utilised except:
Where the deferred income tax assets relating to the deductible temporary differences arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss;
In respect of deductible temporary differences associated with investments in subsidiaries and
associates, deferred income tax assets are recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the balance sheet date
and are recognised to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be utilised.
Deferred income tax relating to items recognised outside the income statement is recognised outside the
income statement. Deferred tax items are recognised in correlation to the underlying transactions either in
other comprehensive income or directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
F-19

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.20 Income taxes (continued)
Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current income tax liabilities and the deferred income taxes relate to the same taxable
entity and the same tax authority.
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation
authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as
part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
2.21 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to
the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences
when the activities to prepare the asset for its intended use or sale are in progress and the expenditures
and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially
completed for their intended use or sale.
Other borrowing costs are expensed in the period in which they are incurred.
2.22 Employee benefits
(i) Defined contribution plans
As required by law, the Company and certain subsidiaries make contributions to the national pension
schemes in their respective countries. Such national pension schemes are defined contribution pension
schemes which are recognised as an expense in the same period in which the related service is
performed.
(ii) Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is
made for estimated liability for annual leave as a result of services rendered by employees up to the
balance sheet date.
(iii) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date or
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits when it is demonstrably committed to either terminate the employment of
current employees according to a detailed plan without possibility of withdrawal; or providing
termination benefits as a result of an offer made to encourage voluntary redundancy. In the case of an
offer made to encourage voluntary redundancy, the measurement of termination benefits is based on the
number of employees expected to accept the offer. Benefits falling due more than 12 months after
balance sheet date are discounted to present value.
2.23 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the
arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a
specific asset or assets or the arrangement conveys a right to use the asset. For arrangements entered into
F-20

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.23 Leases (continued)
prior 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with the
transitional requirements of INT FRS 104.
Finance leases
Finance leases, which effectively transfer to the Group substantially all the risks and rewards incidental to
ownership of the leased item, are capitalised at amounts equal, at the inception of the lease, to the fair
value of the leased item or, if lower, at the present value of the minimum lease payments. Any initial
direct costs are also added to the amount capitalised. Lease payments are apportioned between the
finance charges and reduction of the lease liability so as to achieve a constant periodic rate of interest on
the remaining balance of the liability for each period. Finance charges are charged directly to the income
statement.
Operating leases
Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Operating lease payments are recognised as an expense in the
income statement on a straight-line basis over the lease term. The aggregate benefit of incentives
provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line
basis. When an operating lease is terminated before the lease period has expired, any payment required to
be made to the lessor by way of penalty is recognised as an expense in the period in which termination
takes place.
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased assets are classified as operating leases. Operating lease payments are recognised as an expense in
the income statement on a straight-line basis over the lease term. The aggregate benefit of incentives
provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line
basis. Gains or losses arising from sale and operating leaseback of property are determined based on fair
values. Differences between sales proceeds and fair values are taken to the balance sheet as deferred gain
on sale and leaseback transactions, included under deferred account and amortised over the minimum
lease terms.
2.24 Contingencies
A contingent liability is a possible obligation that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the
control of the Group.
Contingent liabilities are not recognised on the balance sheet of the Group.
2.25 Segment reporting
For management purposes, the Group is organised into operating segments based on their products and
services which are independently managed by the respective segment managers responsible for the
performance of the respective segments under their charge. The segment managers report directly to the
management of the Company who regularly review the segment results in order to allocate resources to
the segments and to assess the segment performance. Additional disclosures on each of these segments
are shown in Note 38, including the factors used to identify the reportable segments and the measurement
basis of segment information.
2.26 Significant accounting estimates and judgements
The preparation of the Group’s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the
disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions
F-21

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.26 Significant accounting estimates and judgements (continued)
and estimates could result in outcomes that could require a material adjustment to the carrying amount of
the asset or liability in the future.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below.
(i) Useful lives of property, plant and equipment
The cost of property, plant and equipment is depreciated on a straight-line basis over the assets’ estimated
economic useful lives. Management estimates the useful lives of these assets to be within 2 to 99 years.
The carrying amounts of the Group’s property, plant and equipment were US$149,124,000,
US$133,540,000 and US$120,743,000 as at 30 June 2008, 2009 and 2010 respectively. A 5% of
difference in the expected useful lives of these assets from management’s estimates would result in an
approximately 2% or US$1,185,000, 235% or US$1,200,000 and 3% or US$1,150,000 variance in the
Group’s profit or loss before tax for the financial years ended 30 June 2008, 2009 and 2010 respectively.
(ii) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and level of future taxable profits together with future tax planning strategies. The carrying value
of deferred tax assets were US$961,000, US$1,488,000 and US$1,694,000 as at 30 June 2008, 2009 and
2010 respectively.
(iii) Impairment of loans and receivables
The Group assesses at the balance sheet date whether there is any objective evidence that a financial asset
is impaired. To determine whether there is objective evidence of impairment, the Group considers factors
such as the probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics. The
carrying amount of the Group’s loans and receivables at the balance sheet date is disclosed in the related
notes to the financial statements. The Group has fully impaired the receivables which are identified as
doubtful. Accordingly, the change in present value of estimated cash flows on receivables is not expected
to have an impact on the impairment allowance in income statement.
(iv) Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each
reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at
other times when such indicators exist. Other non-financial assets are tested for impairment when there
are indicators that the carrying amounts may not be recoverable.
When value in use calculations are undertaken, management must estimate the expected future cash flows
from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present
value of those cash flows. Further details of the key assumptions applied in the impairment assessment of
goodwill given in Note 12 to the financial statements.
F-22

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2.26 Significant accounting estimates and judgements (continued)
Critical judgements made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made certain judgements,
apart from those involving estimations, which have significant effect on the amounts recognised in the
financial statements.
(i) Income taxes
The Group operates in various countries and is subject to different tax jurisdictions. Significant judgement
is involved in determining the Group-wide provision for income taxes. There are certain transactions and
computations for which the ultimate tax determination is uncertain during the ordinary course of business.
The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes
will be due. Where the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in the period in
which such determination is made. The carrying amount of the Group’s provision for taxation as at end
of the financial years ended 30 June 2008, 2009 and 2010 were US$9,290,000, US$9,427,000 and
US$9,372,000 respectively. The carrying amount of the Group’s deferred tax liabilities as at end of the
financial years ended 30 June 2008, 2009 and 2010 were US$6,584,000, US$6,143,000 and
US$6,343,000 respectively.
(ii) Determination of functional currency
The Group measures foreign currency transactions in the respective functional currencies of the Company
and its subsidiaries. In determining the functional currencies of the entities in the Group, judgement is
required to determine the currency that mainly influences sales prices for goods and services and of the
country whose competitive forces and regulations mainly determines the sales prices of its goods and
services. The functional currencies of the entities in the Group are determined based on management’s
assessment of the economic environment in which the entities operate and the entities’ process of
determining sales prices.
(iii) Fair value of financial statements
Where the fair values of financial instruments recorded on the balance sheet cannot be derived from
active markets, they are determined using a variety of valuation techniques that include the use of
valuation models. The inputs to these models are derived from observable market data where possible,
but where observable market data are not available, judgement is required to establish fair values. The
judgements include considerations of liquidity and model inputs regarding the future financial
performance of the investee, its risk profile, and economic assumptions regarding the industry and
geographical jurisdiction in which the investee operates. The valuation of financial instruments is
described in more detail in Note 35.
(iv) Provisions
Provisions are recognised in accordance with the accounting policy in Note 2.16. To determine whether it
is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of
the amount can be made, the Group takes into consideration factors such as the existence of legal/
contractual agreements, past historical experience, external advisors’ assessments and other available
information.
F-23

3. Revenue
2008
Years ended 30 June
2009 2010
US$’000 US$’000 US$’000
Sale of goods ........................................ 785,901 623,940 637,384
Rendering of services .................................. 486 635 616
786,387 624,575 638,000
4. Profit/(loss) before taxation
Other than those disclosed elsewhere in the financial statements, this is determined after charging/
(crediting) the following:
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Allowance for stock obsolescence ......................... 1,177 1,087 893
(Write-back of)/allowance for doubtful debts ................. (651) 1,082 385
Bad debts (recovered)/written off — trade. ................... 115 (153) (498)
(Gain)/loss on disposal of property, plant and equipment ......... (3,657) 1,344 (1,657)
Property, plant and equipment written off .................... 229 39 449
Depreciation expense ................................... 25,808 25,119 22,995
Operating lease expense. ................................ 5,638 7,921 6,653
Government grants .................................... (48) (1,449) (803)
Staff costs (Note 6) .................................... 131,766 108,397 115,978
5. Other items
2008
Years ended 30 June
2009 2010
US$’000 US$’000 US$’000
Restructuring costs ...................................... (2,189) (21,176) (4,243)
Impairment of property, plant and equipment ................... (300) (1,414) (2,865)
Impairment of goodwill. .................................. — (5,281) —
Insurance claim recovered ................................. — 1,695 608
Provision for anticipated losses ............................. (127) — —
Others ............................................... 62 65 —
(2,554) (26,111) (6,500)
6. Staff costs
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2008
Years ended 30 June
2009 2010
US$’000 US$’000 US$’000
Salaries, bonus and other benefits. ......................... 126,244 104,541 107,690
Contributions to state provident funds ...................... 5,522 3,856 8,288
131,766 108,397 115,978
Staff costs are allocated and recorded in cost of sales and general and administrative expenses.
F-24

7. Finance income
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Interest earned from fixed deposits ........................... 735 623 522
Other interest income. .................................... 630 316 200
1,365 939 722
8. Finance costs
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Interest on loans and borrowings (1) ........................... 10,875 12,194 9,872
Interest on finance leases .................................. 18 2 43
Interest on bank overdrafts ................................. 81 250 16
Interest — others ........................................ — 117 362
10,974 12,563 10,293
(1) Included in interest on loan and borrowings for the financial year ended 30 June 2008 was an arrangement
fee of US$5,464,000 relating to the secured loan drawdown from US$245.0 million syndicated loan
facility (see Note 27).
9. Taxation
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Income statement
Current income tax:
— Current income taxation .............................. 13,733 10,567 13,774
— Over-provision in prior years ........................... (112) (1,068) (638)
Deferred income tax (Note 18):
13,621 9,499 13,136
— Origination and reversal of temporary differences ............
— Deferred taxation related to undistributed profits of an
721 (1,074) (1,701)
associate ..........................................
— Deferred taxation related to undistributed profits of
460 — 57
subsidiaries ........................................ — — 1,594
1,181 (1,074) (50)
Foreign tax ............................................ 2,677 2,452 3,079
Income tax expense recognised in the income statement ........... 17,479 10,877 16,165
F-25

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
9. Taxation (continued)
The income tax expense on the results of the Group differ from the amount of tax determined by
applying the Singapore statutory tax rate to the profit before taxation due to the following factors:
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Profit/(loss) before taxation ................................... 68,749 (511) 38,446
Taxation at statutory tax rate of 17% (2009: 17%; 2008: 18%) .........
Adjustments:
(12,375) 87 (6,536)
Non-deductible expenses ..................................... (5,692) (8,257) (7,686)
Income not subject to tax .................................... 3,610 2,576 779
Effect of reduction in statutory tax rate .......................... — (312) —
Effects of differences in tax rates of subsidiaries ................... (346) (1,883) 350
Tax exemption and incentive .................................. 1,151 630 —
Foreign tax ............................................... (2,677) (2,452) (3,079)
Deferred tax related to undistributed profit of an associate ............ (460) — (57)
Deferred tax related to undistributed profit of subsidiaries ............ — — (1,594)
Deferred tax assets not recognised .............................. — (408) (391)
Utilisation of deferred tax assets not recognised .................... 416 — —
Others .................................................. (1,218) (1,926) 1,411
(17,591) (11,945) (16,803)
Over-provision in prior years. ................................. 112 1,068 638
Income tax expense recognised in the income statement. ............. (17,479) (10,877) (16,165)
The corporate income tax rate applicable to Singapore companies of the Group was reduced to 17% for
Year of Assessment 2010 onwards from 18% for Year of Assessment 2009.
As at 30 June 2010, the Group has estimated unabsorbed tax losses and unutilised wear and tear
allowances amounting to US$6.9 million (2009: US$4.6 million; 2008: US$2.2 million) for which
deferred tax benefits have not been recognised in the financial statements because it may not be certain
that future taxable profit will be available against which the respective subsidiaries can utilise the
benefits. However, the unabsorbed losses and unutilised wear and tear allowances are available for
offsetting against future taxable income subject to the provisions of the income tax regulations in the
respective countries in which the Group operates.
10. Earnings/(losses) per share
On 4 November 2010, there was a sub-division of each of the Company’s 10 ordinary shares into 25
ordinary shares (“share split”) as disclosed in Note 39.
Basic earnings per share amounts are calculated by dividing the profit/(loss) after tax attributable to
owners of the Company by the weighted average number of ordinary shares outstanding during the
financial year, which have been adjusted retrospectively to reflect the share split.
F-26

10. Earnings/(losses) per share (continued)
The following table reflects the income statement and share data used in the computation of basic and
diluted earnings per share for the years ended 30 June 2008, 2009 and 2010:
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Net profit/(loss) attributable to owners of the Company ............ 46,169 (12,369) 21,682
Weighted average number of ordinary shares for basic earnings and
loss per share computation (’000) .......................... 1,171,563 543,213 543,213
Earnings/(losses) per share (cents) — Basic and diluted ............ 3.9 (2.3) 4.0
The Company did not have any dilutive potential ordinary shares during the years ended 30 June 2008,
2009 and 2010.
11. Property, plant and equipment
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Group
Freehold
properties Leasehold Works in
properties progress
Equipment
and
machinery
Furniture
and
fixtures
Motor
vehicles
Office
equipment Computer
software Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Cost:
At 1 July 2007 ........ 1,720 72,009 559 178,464 3,233 3,155 10,511 — 269,651
Additions ............ — 4,069 273 21,332 267 519 3,051 — 29,511
Disposals/write-off. . . . . . (677) (3,391) (596) (17,488) (685) (649) (1,402) — (24,888)
Currency realignment . . . . 63 1,038 86 6,298 497 213 709 — 8,904
At 30 June 2008 ....... 1,106 73,725 322 188,606 3,312 3,238 12,869 — 283,178
Accumulated depreciation and impairment:
At 1 July 2007 ........ 316 19,184 — 87,020 1,882 2,429 8,038 — 118,869
Charge for the year . . . . . 14 3,635 — 19,631 492 357 1,679 — 25,808
Impairment . . . ........ — — — 300 — — — — 300
Disposals/write-off. . . . . . (249) (1,595) — (11,123) (550) (484) (833) — (14,834)
Currency realignment . . . . 55 250 — 3,112 207 64 223 — 3,911
At 30 June 2008 .......
Net carrying values:
136 21,474 — 98,940 2,031 2,366 9,107 — 134,054
At 30 June 2008 ....... 970 52,251 322 89,666 1,281 872 3,762 — 149,124
Cost:
At 1 July 2008 ........ 1,106 73,725 322 188,606 3,312 3,238 12,869 — 283,178
Reclassification ........ — — — 284 — — (284) — —
Additions ............ 17 2,463 754 12,747 127 — 1,210 — 17,318
Disposals/write-off. . . . . . — (2,579) (314) (2,043) (8) (14) (356) — (5,314)
Currency realignment . . . . (85) 1,852 (179) (4,596) (188) (137) (883) — (4,216)
At 30 June 2009 ....... 1,038 75,461 583 194,998 3,243 3,087 12,556 — 290,966
F-27

11. Property, plant and equipment (continued)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Equipment
and
machinery
Furniture
and
fixtures
Group
Freehold
properties Leasehold Works in
properties progress
Motor
vehicles
Office
equipment Computer
software Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Accumulated depreciation and impairment:
At 1 July 2008 ........ 136 21,474 — 98,940 2,031 2,366 9,107 — 134,054
Reclassification ........ — — — 263 — — (263) — —
Charge for the year . . . . . 12 1,355 — 21,644 400 268 1,440 — 25,119
Impairment . . . ........ — 1,297 — 117 — — — — 1,414
Disposals/write-off. . . . . . — (183) — (1,338) (8) (14) (305) — (1,848)
Currency realignment . . . . (11) 218 — (782) (108) (125) (505) — (1,313)
At 30 June 2009 .......
Net carrying values:
137 24,161 — 118,844 2,315 2,495 9,474 — 157,426
At 30 June 2009 ....... 901 51,300 583 76,154 928 592 3,082 — 133,540
Cost:
At 1 July 2009 ........ 1,038 75,461 583 194,998 3,243 3,087 12,556 — 290,966
Reclassification ........ — 2,048 (19) (2,060) (904) — 935 — —
Additions ............ 49 1,312 190 9,442 14 640 968 4,606 17,221
Disposals/write-off. . . . . . — (3,761) (279) (2,856) (223) (409) (1,042) — (8,570)
Currency realignment . . . . 96 426 (49) 781 (93) 65 6 — 1,232
At 30 June 2010 ....... 1,183 75,486 426 200,305 2,037 3,383 13,423 4,606 300,849
Accumulated depreciation and impairment:
At 1 July 2009 ........ 137 24,161 — 118,844 2,315 2,495 9,474 — 157,426
Reclassification ........ — 964 — (982) (613) — 631 — —
Charge for the year . . . . . 12 3,586 — 17,714 187 232 1,102 162 22,995
Impairment . . . ........ — 306 — 2,420 48 14 77 — 2,865
Disposals/write-off. . . . . . — (402) — (2,730) (102) (286) (1,007) — (4,527)
Currency realignment . . . . 14 8 — 1,126 43 65 91 — 1,347
At 30 June 2010 .......
Net carrying values:
163 28,623 — 136,392 1,878 2,520 10,368 162 180,106
At 30 June 2010 ....... 1,020 46,863 426 63,913 159 863 3,055 4,444 120,743
Assets with net carrying values of US$1,554,000 (2009: US$1,734,000; 2008: US$2,051,000) of the
Group were acquired under finance lease arrangements. The details are as follows:
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Leasehold properties ..................................... 595 535 434
Equipment and machinery ................................. 1,243 874 1,011
Motor vehicles ......................................... 213 325 109
2,051 1,734 1,554
The leased assets are pledged as security for the related finance lease liabilities.
F-28

12. Goodwill on consolidation
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Goodwill on consolidation ................................. 5,281 5,281 —
Less: Impairment loss .................................... — (5,281) —
5,281 — —
Goodwill is allocated to the Group’s cash-generating units.
The recoverable amount was determined based value-in-use calculations. These calculations use
discounted cash flow projections using financial budgets approved by management concerning a five
years period based on past experience, actual operating results and management best estimates about
future developments as well as certain market assumptions.
Cash flows beyond the five years period were forecasted using estimated growth rate of 2% per annum
and 3% per annum for the financial year ended 30 June 2009 and 2008 respectively, after considering the
operating capacity with growth rates not exceeding the long term average growth rate for the respective
industry.
The pre-tax discount rate ranging from 6.85% — 8.75% and 8.5% for the financial year ended 30 June
2009 and 2008 respectively, applied to the cash flow projections reflect management’s estimate of the
risks specific to each CGU. This is the benchmark used by management to assess operating performance
and to evaluate future investment proposals.
Impairment loss of US$5,281,000 recognised in the financial year ended 30 June 2009 arose mainly due
to a change in management’s estimate of the recoverable amount and was recognised in the income
statement under the line item “Other items”.
13. Subsidiaries
The subsidiaries of the Company are as follows:
Name
(Country of incorporation)
Details of subsidiaries held through the Company are as follows:
(1) Amtek Precision Technology Pte. Ltd.
(Singapore)
(3) Amtek Investments Pte Ltd
(Singapore)
(3) Amtek International Pte Ltd
(Singapore)
(1) Amtek Technology Pte Ltd
(Singapore)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Principal activities
Effective percentage of
equity held
by the Group
As at 30 June
(Place of business) 2008 2009 2010
% % %
Manufacture of precision metal parts
and toolings (Singapore)
100 100 100
Investment holding (Singapore) 100 100 100
Investment holding (Singapore) 100 100 100
Investment holding (Singapore) 100 100 100
(1) Amtek Industries Pte. Ltd. (Singapore) Dormant (Singapore) 100 100 100
(1) Lian Jun Industrial Pte Ltd (Singapore) Manufacture of plastic components
(Singapore)
55 55 55
(3) AE Rubber Sdn. Bhd. (Malaysia) Manufacture of precision rubber
components (Malaysia)
66.3 66.3 66.3
(3) AE Technology Sdn. Bhd. (Malaysia) Manufacture of precision metal parts
and toolings (Malaysia)
100 100 100
*
AE Surface-Tech Sdn. Bhd. (Malaysia) In the Process of Voluntary
Liquidation (Malaysia)
100 — —
F-29

13. Subsidiaries (continued)
Name
(Country of incorporation)
Principal activities
Effective percentage of
equity held
by the Group
As at 30 June
(Place of business) 2008 2009 2010
% % %
(3) AE Components Sdn. Bhd. (Malaysia) Dormant (Malaysia) 100 100 100
(2) PT Amtek Engineering Batam
Manufacture of precision metal parts 100 100 100
(Indonesia)
(Indonesia)
(2) PT Amtek Engineering Jakarta
Manufacture of precision metal parts 100 100 100
(Indonesia)
(Indonesia)
(2) Amtek Huizhou (H.K.) Industries Trading of precision metal stamping 75 75 75
Limited (Hong Kong)
parts and toolings (Hong Kong)
(2) Amtek (Huizhou) Industries Ltd. Manufacture of precision metal parts 75 75 75
(People’s Republic of China)
and toolings (People’s Republic of
China)
(2) Amtek (Suzhou) Precision Engineering Manufacture of precision metal parts 100 100 100
Co., Ltd. (People’s Republic of China) and toolings (People’s Republic of
China)
(2) Amtek Precision Engineering
Trading of precision metal parts 100 100 100
(Shanghai) Co., Ltd. (People’s
Republic of China)
(People’s Republic of China)
(2) Amtek Metalforming (Shanghai) Co., Manufacture of precision metal parts 100 100 100
Ltd. (People’s Republic of China) and toolings (People’s Republic of
China)
(2) Amtek Precision Technology (Hanoi) Manufacture of precision metal parts 100 100 100
Co Ltd (Vietnam)
(Vietnam)
# Amtek (USA) Enterprises Inc
Provision of customers service (United 100 100 100
(United States of America)
States of America)
(3) Amtek Europe Development (France) Investment holding (France) 100 100 100
(3) Amtek Precision Technology (India)
Private Limited (India)
Provision of design services (India) 100 100 100
Details of the subsidiaries held through Lian Jun Industrial Pte Ltd are as follows:
(3) Lian Jun Plastic Technology Pte. Ltd.
(Singapore)
(2) Lian Jun Industrial (H.K.) Limited
(Hong Kong)
(2) PT Amtek Plastic Batam
(Indonesia)
Dormant (Singapore) 55 55 55
Manufacture of precision plastic
injection moulded parts (Hong Kong)
Manufacture of precision plastics
injection moulding products
(Indonesia)
Details of the subsidiary held through Lian Jun Industrial (H.K.) Limited are as follows:
(2) Lian Jun (Shenzhen) Technology Ltd.
(People’s Republic of China)
Manufacture of precision mould and
plastic parts (People’s Republic of
China)
Details of the subsidiaries held through Amtek Technology Pte Ltd are as follows:
(2) PT Amtek Precision Components
Batam (Indonesia)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Manufacture of high precision metal
parts (Indonesia)
F-30
55 55 55
55 55 55
55 55 55
100 100 100

13. Subsidiaries (continued)
Name
(Country of incorporation)
Principal activities
Effective percentage of
equity held
by the Group
As at 30 June
(Place of business) 2008 2009 2010
% % %
(1) Amlab Services Pte. Ltd. (Singapore) Provision of environmental, chemical
and micro-contamination analysis
services and equipment calibration
(Singapore)
Details of the subsidiaries held through AE Rubber Sdn. Bhd. are as follows:
100 100 100
(3) AE Polymer Sdn. Bhd. (Malaysia) Manufacture of rubber compounding
materials and other related products
(Malaysia)
66.3 66.3 66.3
(3) Rising Effort Sdn. Bhd. (Malaysia) Dormant (Malaysia) 66.3 66.3 66.3
Details of the subsidiaries of Amtek Europe Development are as follows:
(3) Amtek Precision Engineering France
(France)
Manufacture of precision metal parts
(France)
100 100 100
(3) Amtek Hungary ZRT (Hungary) Dormant (Hungary) 100 100 100
(3) Amtek Precision Engineering Czech Manufacture of precision metal parts 100 100 100
Republic s.r.o. (Czech Republic) (Czech Republic)
*
Amtek Poland Sp.Z.o.o (Poland) In the Process of Voluntary
Liquidation (Poland)
100 100 100
Details of the subsidiary of Amtek Huizhou (H.K.) Industries Limited are as follows:
(2) Amtek (Zhongshan) Industries Ltd
(People’s Republic of China)
Dormant (People’s Republic of China) 75 75 75
Details of the subsidiary held through Amtek Technology Pte Ltd and Amtek Huizhou (H.K.) Industries
Limited are as follows:
(2) Amtek Technology (H.K.) Limited
(Hong Kong)
Trading of precision metal parts and
toolings (Hong Kong)
92.5 92.5 92.5
Details of the subsidiary held through Amtek Technology Pte Ltd and Amtek (Huizhou) Industries Ltd
are as follows:
(2) Huizhou Amtek Technology Ltd.
(People’s Republic of China)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Manufacture of precision metal parts
and toolings (People’s Republic of
China)
(1) Audited by Ernst & Young LLP, Singapore.
(2) Audited by member firms of Ernst & Young Global in the respective countries.
(3) Audited by audit firms other than member firms of Ernst & Young Global.
# Not required to be audited in the country of incorporation.
* The subsidiary has been placed under Voluntary Liquidation.
F-31
92.5 92.5 92.5

13. Subsidiaries (continued)
Acquisition of non-controlling interests
In year 2008, the Group acquired additional equity interest from the non-controlling interests in certain
subsidiary companies as follows:-
Subsidiary
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Additional
equity
interest Consideration
Book value of
additional
interest acquired
% US$’000 US$’000
Amtek Technology Pte Ltd ...................... 12 6,670 4,602
Amtek Europe Development ..................... 25.33 6,424 937
13,094 5,539
The consideration was paid in three tranches of US$7,391,000, US$2,782,000 and US$2,921,000 in the
financial years ended 30 June 2008, 2009 and 2010 respectively.
The difference between the consideration and the book value of the interest acquired at US$7,555,000 has
been reflected in equity as premium paid on acquisition of non-controlling interests.
14. Investment in associates
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Quoted equity shares, at cost ............................... 1,185 1,185 —
Unquoted equity shares, at cost ............................. 2,369 2,369 2,369
Share of post acquisition reserves. ........................... 12,378 12,071 5,252
Exchange differences ..................................... 545 679 209
16,477 16,304 7,830
Fair value — quoted equity shares ........................... 5,358 3,057 —
The fair value of quoted equity shares is determined based on market prices at the end of the financial
year.
The summarised financial information of associates, not adjusted for the proportion of ownership interest
held by the Group is as follows:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Assets and liabilities:
Current assets ........................................ 60,395 44,045 10,927
Non-current assets ..................................... 54,031 49,788 10,831
Total assets .......................................... 114,426 93,833 21,758
Current liabilities ...................................... 45,008 28,780 4,966
Non-current liabilities .................................. 5,289 5,806 1,550
Total liabilities ....................................... 50,297 34,586 6,516
Results:
Revenue ............................................ 140,923 112,640 111,189
Profit for the year ..................................... 1,022 424 2,069
F-32

14. Investment in associates (continued)
Name
(Country of incorporation)
Details of the associate held by Amtek Engineering Ltd are as follows:
(1) Cheval Electronic Enclosures Co.,
Ltd (Thailand)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Principal activities
Percentage of
equity held
by the Group
As at 30 June
(Place of Business) 2008 2009 2010
% % %
Manufacturing of standard and
customised I.T. racks (Thailand)
Details of the associate held by Amtek International Pte Ltd are as follows:
(2) Fischer Tech Ltd (Singapore) Manufacturing of plastic precision
engineering parts (Singapore)
50 50 50
22.72 22.72 —
(1) Audited by audit firms other than member firms of Ernst & Young Global.
(2) Audited by Ernst & Young LLP, Singapore.
On 1 April 2010, one of the Group’s associates, Fischer Tech Ltd, issued additional new shares through a
share placement which reduced the Group’s interest from 22.72% to 19.16%. As a result of the dilution
of the Group’s interest to below 20% and the enlarged board of directors in the associate, the Group
ceased to be able to exercise significant influence over the operating and financial policy decisions of the
associate. Accordingly, the investment in the associate has been reclassified to available-for-sale
investment at fair value as of 1 April 2010.
15. Available-for-sale investments
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Quoted equity shares, at fair value ........................... — — 5,089
Unquoted equity shares, at cost ............................. 69 59 143
69 59 5,232
The quoted investment was reclassified from investment in associate effective from 1 April 2010, as
mentioned in Note 14.
F-33

16. Other receivables and deposits
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Due after one year:
— Staff loans .................................. Note (a) 202 114 224
— Other receivables ............................. 178 147 —
Due within one year:
380 261 224
— Staff loans .................................. Note (a) 901 113 430
— Other receivables ............................. 8,162 5,809 17,254
— Deposits .................................... 1,969 965 980
— Tax recoverable .............................. 547 1,054 3,379
11,579 7,941 22,043
Total other receivables and deposits .................. 11,959 8,202 22,267
(a) Staff loans comprise advances to staff for the purchase of motor vehicles, which are held as collateral
until full repayment of the loans. The loans bear effective interest at 2% per annum and are repayable
over periods between four and eight years.
17. Amounts due from holding company
Amounts due from holding company are unsecured, interest free and not expected to be repaid within the
next 12 months.
18. Deferred taxation
Recognised deferred tax assets and liabilities, determined after appropriate offsetting, are attributable to
the following:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Deferred tax assets
Unutilised capital allowances ............................... 500 56 68
Unabsorbed tax losses .................................... 406 — —
Provisions and other temporary differences ..................... 55 1,432 1,626
961 1,488 1,694
Deferred tax liabilities
Excess of net carrying values over tax written down values of
property, plant and equipment. ............................ (4,135) (4,796) (3,300)
Undistributed profits of an associate .......................... (460) (460) (517)
Undistributed profits of foreign subsidiaries .................... — — (1,594)
Other temporary differences ................................ (1,989) (887) (932)
(6,584) (6,143) (6,343)
F-34

18. Deferred taxation (continued)
Movements in deferred tax assets and liabilities of the Group are analysed as follows:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Deferred tax assets
Balance at 1 July ......................................
Transfer (to)/from the income statement
1,436 961 1,488
Unutilised capital allowances ........................... (260) (444) 3
Unabsorbed tax losses ................................ (158) (406) —
Provisions and other temporary differences ................. (79) 1,483 194
Exchange differences ................................... 22 (106) 9
Balance at 30 June .................................... 961 1,488 1,694
Deferred tax liabilities
Balance at 1 July ......................................
Transfer from/(to) the income statement
Excess of net carrying values over tax written down values of
(5,848) (6,584) (6,143)
property, plant and equipment ......................... 1,820 (661) 1,535
Undistributed profits of an associate ...................... (460) — (57)
Undistributed profits of foreign subsidiaries ................ — — (1,594)
Other temporary differences ............................ (2,044) 1,102 (31)
Exchange differences ................................... (52) — (53)
Balance at 30 June .................................... (6,584) (6,143) (6,343)
Net deferred taxation charged to income statement (Note 9) ...... (1,181) 1,074 50
19. Inventories
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Balance Sheets
Raw materials ........................................ 43,588 22,754 18,449
Work-in-progress ...................................... 19,029 9,146 8,940
Finished goods ....................................... 25,282 15,461 20,677
Consumables ......................................... 600 311 518
Total inventories at lower of cost and net realisable value ........ 88,499 47,672 48,584
Inventories are stated after deducting allowance for obsolescence
amounting to ....................................... 2,885 3,972 1,804
Income statement:
Inventories recognised as an expense in cost of sales ........... 656,734 530,814 531,208
Inclusive of the following charge:
— Inventories written down .......................... 1,177 1,087 893
F-35

20. Trade receivables
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Trade receivables ...................................... 157,346 115,958 145,189
Trade receivables are non-interest bearing and are generally on 30 to 90 days’ terms. They are recognised
at their original invoice amounts which represent their fair values on initial recognition.
Receivables that are past due but not impaired
The Group has trade receivables amounting to US$17,047,000, US$23,820,000 and US$28,209,000 that
are past due at end of the financial years ended 30 June 2008, 2009 and 2010 respectively, but not
impaired. These receivables are unsecured and the analysis of their aging at the balance sheet date is as
follows:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Trade receivables past due:
Lesser than 30 days ...................................... 12,770 15,610 19,883
30 to 60 days .......................................... 1,928 5,361 4,790
61 to 90 days .......................................... 533 1,384 1,435
91 to 120 days. ......................................... 635 931 853
More than 120 days ...................................... 1,181 534 1,248
17,047 23,820 28,209
Receivables that are impaired
The Group’s trade receivables that are impaired at end of the financial years ended 30 June 2008, 2009
and 2010 and the movement of the allowance accounts used to record the impairment are as follows:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Collectively impaired
Trade receivables — nominal amounts ........................ 536 386 662
Less: Allowance for impairment. ............................ (536) (386) (662)
— — —
Movement in allowance accounts:
At 1 July .............................................. 536 — 386
(Write-back)/allowance for the year .......................... (651) 395 329
Written off against allowance ............................... 115 — —
Exchange differences on consolidation ........................ — (9) (53)
At 30 June ............................................ — 386 662
F-36

20. Trade receivables (continued)
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Individually impaired
Trade receivables — nominal amounts ........................ — 686 646
Less: Allowance for impairments ............................ — (686) (646)
Movement in allowance accounts:
— — —
At 1 July .............................................. — — 686
Allowance for the year ................................... — 687 56
Written off against allowance ............................... — — (82)
Exchange differences on consolidation ........................ — (1) (14)
At 30 June ............................................ — 686 646
Trade receivables that are individually determined to be impaired at the balance sheet date relate to
customers that are in significant financial difficulties and have defaulted on payments. These receivables
are not secured by any collateral or credit enhancements.
21. Derivatives
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
As at 30 June
2009 2010
Contract/
Notional amount
Asset/(Liability)
recognised
Contract/Notional
amount
Asset/(Liability)
recognised
US$’000 US$’000 US$’000 US$’000
Interest rate swaps .......... 180,000 478 144,000 (2,499)
There were no interest rate swap contracts entered by the Group for the financial year ended 30 June 2008.
The Group has entered into interest rate swaps to hedge the exposure to interest rate on its borrowings.
The interest rate swaps entitle the Group to receive interest at floating rates on notional principal amounts
and oblige the Group to pay interest at fixed rates on the same notional principal amounts.
The Group has designated the interest rate swap contracts as derivative under financial assets at fair value
through profit or loss. The Group does not apply hedge accounting.
22. Fixed deposits
The fixed deposits are placed with financial institutions and mature on varying periods within one year
from the end of the respective financial year. The effective interest rates for the financial years ended
30 June 2008, 2009 and 2010 range from 3.5% to 5.2%, 0.2% to 3.6% and 0.4% to 4.1% per annum
respectively.
Included in fixed deposits are:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Total fixed deposits ..................................... 14,935 18,532 13,687
Less: Restricted non-current fixed deposits .................... (13,345) (12,059) (12,141)
Fixed deposits — current portion ........................... 1,590 6,473 1,546
The non-current fixed deposits are pledged as security under the obligations under a lease arrangement
for a subsidiary in People’s Republic of China.
F-37

23. Cash and bank balances
Cash at banks earns interest at daily bank deposit rates.
The cash and bank balances of the Group denominated in Renminbi (“RMB”) amounted to
US$10,136,000, US$15,701,000 and US$18,912,000 as at 30 June 2008, 2009 and 2010 respectively. The
RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange
Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange
Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to
conduct foreign exchange business.
24. Trade payables
Trade payables are non-interest bearing. These amounts are generally on 30 — 120 days’ terms.
25. Other payables and accrued expenses
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Advances and deposits received ............................. 1,178 1,090 925
Advance billings ........................................ 103 159 156
Other payables ......................................... 12,797 22,538 16,706
Accrued expenses ....................................... 44,054 17,768 27,387
58,132 41,555 45,174
Other payables are non-interest bearing. These amounts are normally settled on 30 — 180 days’ terms.
26. Finance lease obligations
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Minimum
lease
payments
2008
Present
value of
payments
2008
Minimum
lease
payments
2009
Present
value of
payments
2009
Minimum
lease
payments
2010
Present
value of
payments
2010
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Not later than one year . . ....
Later than one year but not
87 75 235 173 214 167
later than five years . . . .... 238 197 833 702 507 446
Later than five years ........
Total minimum lease
— — — — 18 17
payments ...............
Less: Amounts representing
325 272 1,068 875 739 630
finance charges ..........
Present value of minimum
(53) — (193) — (109) —
lease payments .......... 272 272 875 875 630 630
The effective interest rates for the Group range from 3.0% to 5.2% (2009: 3.0% to 5.2%; 2008: 3.5% to
5.2%) per annum.
F-38

27. Loans and borrowings
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Note 2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Due within one year:
Unsecured:
Bank overdraft .................................. (a) 3,026 1,382 —
Other short-term loans ............................
Secured:
(a) 22,631 14,000 14,000
Current portion of term loan ........................ (b) 20,000 20,000 30,000
Revolving facility loan ............................ (b) 5,000 16,000 20,000
Other short-term loans ............................ (c) 387 — —
Due after one year:
51,044 51,382 64,000
Term loan ..................................... (b) 180,000 160,000 130,000
231,044 211,382 194,000
(a) The bank overdraft and term loans are repayable upon demand and bear interest ranging from 6.44% to
6.47% per annum in 2008, 2.95% to 4.19% per annum in 2009 and 2.95% to 3.35% per annum in 2010
respectively.
(b) The term loan has been drawn down under a US$245 million syndicated loan facility comprising
US$200 million term loan facility and US$45 million revolving credit facility with a tenure of 80 months
from 31 March 2008.
The interest rate payable on the term loan and revolving credit facility, within twelve (12) months from
31 March 2008, was LIBOR plus 2.65% per annum. Thereafter, the interest rate payable equals LIBOR
plus a margin which is dependent upon the ratio of the Group’s consolidated net debt to earnings before
interest, taxes, depreciation and amortisation (“EBITDA”), ranging from 1.75% to 2.5%.
The term loan is repayable at pre-determined instalments spread over 35 months from the end of 30 June
2010 (2009: 47 months; 2008: 59 months), as follows:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Not later than one year ................................. 20,000 20,000 30,000
Later than one year but not later than five years ............... 180,000 160,000 130,000
Total ............................................... 200,000 180,000 160,000
The term loan and revolving credit facility are secured on the assets of the Company and the shares in the
subsidiaries held by the Group.
(c) In 2008, the loan was secured on the trade receivables of a subsidiary amounting to US$387,000.
28. Deferred income
This represents asset-related government grants and is recognised in the income statement over the useful
lives of the related assets.
F-39

29. Share capital
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
2008
As at 30 June
2009 2010
No. of
shares
No. of
shares
No. of
shares
’000 US$’000 ’000 US$’000 ’000 US$’000
At 1 July — Note (a) .........
Re-purchased and cancelled —
1,180,290 96,482 543,213 36,482 543,213 36,482
Note (b) ................. (637,077) (60,000) — — — —
At 30 June ................. 543,213 36,482 543,213 36,482 543,213 36,482
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.
(a) On 4 November 2010, there was a sub-division of each of the Company’s 10 ordinary shares into 25
ordinary shares (“share split”) as disclosed in Note 39. Accordingly, all ordinary shares have been revised
on a retroactive basis to give effect to the split.
(b) During the financial year ended 30 June 2008, the Company repurchased and cancelled
254,830,731 shares at the price of US$0.2355 per share pursuant to a capital reduction exercise under
section 78G of the Singapore Companies Act. The repurchased and cancelled 254,830,731 shares have
been revised to 637,076,827 shares on a retroactive basis to give effect to the 10-for-25 share split as
disclosed in Note 39.
30. Other reserves
Note 2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Statutory reserve fund. .............................. (a) 10,682 12,801 15,595
Capital reserve .................................... (b) 5,678 5,678 2,898
Foreign currency translation reserve .................... (c) 9,357 5,157 7,673
Fair value reserve .................................. (d) (782) — —
24,935 23,636 26,166
(a) Statutory reserve fund
In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the People’s Republic of
China (PRC), these subsidiaries are required to make appropriation to a Statutory Reserve Fund (SRF). At
least 10% of the statutory after tax profit as determined in accordance with the applicable PRC
accounting standards and regulations must be allocated to the SRF until the cumulative total of the SRF
reaches 50% of the subsidiaries’ registered capital. Subject to approval from the relevant PRC authorities,
the SRF may be used to offset any accumulated losses or increase the registered capital of the
subsidiaries. The SRF is not available for dividend distribution to shareholders.
(b) Capital reserve
The capital reserve represents issuance of bonus shares in the subsidiaries by way of capitalising its
retained profit in the prior years and deemed gain from disposal of an associate as a result of reduction in
ownership interest, which was eventually deemed realised as a result of the reclassification to an
available-for-sale investment.
F-40

30. Other reserves (continued)
(c) Foreign currency translation reserve
The foreign currency translation reserve represents exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the
Company’s presentation currency.
(d) Fair value reserve
Fair value reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial
assets until they are disposed or impaired.
31. Dividends
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Declared and paid during the financial year:
Interim dividend of 0.09 United States cents per share (after share
split as disclosed in Note 39) less 18% tax ...................
Interim dividend (one-tier) of 16.20 United States cents per share
1,046 — —
(after share split as disclosed in Note 39) .................... — 88,000 —
1,046 88,000 —
32. Significant related party transactions
Management fee to holding company
The Group has paid management fee to the holding company for the financial years ended 30 June 2008
and 2009 amounting to US$1,128,000 and US$51,000 respectively, at terms agreed between the parties
during the financial year. There was no management fee paid to holding company in financial year ended
30 June 2010.
Compensation of key management personnel
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Short-term employee benefits ............................... 2,095 2,925 4,007
Staff provident fund. ..................................... 77 95 96
2,172 3,020 4,103
Comprise amounts paid to:
Directors of the Company ................................. 881 1,415 2,151
Other key management personnel ............................ 1,291 1,605 1,952
2,172 3,020 4,103
F-41

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
33. Commitments
(a) Capital commitments
Capital expenditure contracted for as at the end of the respective financial years ended 30 June 2008,
2009, and 2010 but not recognised in the financial statements are as follows:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Investment in subsidiary .................................. 2,450 — —
Purchase of toolings and property, plant and equipment ........... 5,015 12,532 6,374
7,465 12,532 6,374
(b) Operating lease commitments as lessee
The Group has entered into commercial leases principally for land rent, office, warehouse and production
floor with lease term of between 30 years to 99 years (2009: 30 years to 99 years; 2008: 30 years to
99 years) with no renewal option or contingent rent provision included in the contracts.
Operating lease expenses for the Group during the financial years ended 30 June 2008, 2009 and 2010
amounted to US$5,638,000, US$7,921,000 and US$6,653,000, respectively.
Future lease payments under non-cancellable operating leases at the balance sheet date are as follows:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Within one year ......................................... 3,383 5,415 4,828
Later than one year but not later than five years ................. 13,544 21,372 13,465
Later than five years ..................................... — — 1,892
16,927 26,787 20,185
34. Contingent liabilities
Contingent liabilities of the Group are as follows:
(a) The Group have given undertakings to finance certain subsidiaries to enable them to meet their
liabilities as and when they fall due.
(b) The Group have letters of guarantee issued in respect of work permits for foreign workers and
utilities of premises amounting to US$1,663,000 and US$598,000 respectively in 2010, (2009:
US$2,821,000 and US$706,000 respectively; 2008: US$1,043,000 and US$58,000 respectively) and
letter of credit for the purchase of machineries amounting to US$541,000 (2009: US$ Nil; 2008:
US$ Nil).
F-42

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
35. Fair value of financial instruments
A. Fair values of financial instruments that are carried at fair value
The following table shows an analysis of financial instruments carried at fair value by level of fair value
hierarchy:
Note
Quoted
prices in
active
markets for
identical
instruments
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
(Level 3) Total
US$’000 US$’000 US$’000 US$’000
Financial assets:
Derivatives
— Interest rate swaps ................ 21 — 478 — 478
At 30 June 2009 . . . ................. — 478 — 478
Financial assets:
Available-for-sale financial assets
— Equity instrument (quoted) ..........
Financial liabilities:
Derivatives
15 5,089 — — 5,089
— Interest rate swaps ................ 21 — (2,499) — (2,499)
At 30 June 2010 . . . ................. 5,089 (2,499) — 2,590
Fair value hierarchy
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of
the inputs used in making the measurements. The fair value hierarchy have the following levels:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities,
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 — Inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Derivatives (Note 21): The interest rate swap contracts are classified within Level 2 as the fair value of
these interest rate swap contracts are obtained from reputable financial institution by reference to current
interest rates for contracts with similar maturity profiles. The interest rate swap contracts have a maturity
date of 31 May 2013.
There was no significant financial asset or liability carried at fair value for the financial year ended
30 June 2008.
During the years ended 30 June 2009 and 2010, there were no transfers of fair value measurements
between Level 1 and Level 2 and no transfers into or out of Level 3.
B. Fair values of financial instruments by classes that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value
The carrying values of trade receivables, current portion of other receivables and deposits, fixed deposits,
cash and bank balances, trade payables, current portion of other payables and accrued expenses and
current portion finance lease obligations, based on their notional amounts, reasonably approximate their
fair values as a result of the short term nature.
F-43

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
35. Fair value of financial instruments (continued)
Loans and borrowings reasonably approximate their fair values because they are floating rate instruments
that are repriced to market interest rates on or near the balance sheet date.
C. Fair values of financial instruments by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value are as follows:
Amounts due from holding company (Note 17)
The amounts due from holding company have no repayment terms and are repayable only when the cash
flows of the borrower permit. Accordingly, the Directors are of the view that the fair value of the
amounts due from holding company is not determinable as the timing of the future cash flows cannot be
estimated reliably.
Non-current portion finance lease obligations (Note 26)
The fair values disclosed in Note 26 are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of leasing arrangements at balance sheet date.
Financial assets and liabilities
The carrying amount by category of financial assets and liabilities are as follows:
2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Available-for-sale
Other investments ..................................... 69 59 5,232
Loans and receivables
Trade receivables ...................................... 157,346 115,958 145,189
Other receivables and deposits ............................ 11,959 8,202 22,267
Amounts due from holding company ....................... 140,668 52,668 52,668
Fixed deposits and cash and bank balances ................... 64,045 74,867 95,130
374,018 251,695 315,254
Financial assets/(liabilities) at fair value through profit and loss
Derivatives .......................................... — 478 (2,499)
Financial liabilities carried at amortised cost
Trade payables ....................................... 130,246 87,910 123,339
Other payables and accrued expenses ....................... 56,880 40,615 44,093
Finance lease obligations ................................ 272 875 630
Loans and borrowings .................................. 231,044 211,382 194,000
418,442 340,782 362,062
36. Financial risk management objectives and policies
The Group operates in an environment that is exposed to changing business and market conditions, thus
creating a need for the implementation of risk management policies. These policies seek to minimise the
potential adverse effects caused by fluctuations in the financial markets on the profitability of the
underlying businesses and thus, the financial performance of the Group.
In establishing its risk management policies, management ensures that an acceptable balance is made
between the cost of risks occurring and the cost of managing the risk. In addition, the management has
established procedures to monitor and control financial risks in a timely and effective manner. The key
financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price
F-44

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
36. Financial risk management objectives and policies (continued)
risk. The board of directors reviews and agrees policies and procedures for the management of these
risks, which are executed by the Chief Financial Officer. It is the Group’s policy that no derivatives shall
be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group
does not apply hedge accounting.
The following sections provide details regarding the Group’s exposure to the above-mentioned financial
risks and the objectives, policies and processes for the management of these risks.
(a) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Group’s exposure to credit risk arises primarily from trade and other
receivables. For other financial assets (including fixed deposits, cash and bank balance and derivatives),
the Group minimise credit risk by dealing exclusively with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to
increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is
the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the
Group’s exposure to bad debts is not significant. For transactions that do not occur in the country of the
relevant operating unit, the Group does not offer credit terms without the approval of the Head of Credit
Control.
Exposure to credit risk
At each balance sheet date, the Group’s maximum exposure to credit risk is represented by the carrying
amount of each class of financial assets as disclosed in Note 35 (a).
Information regarding credit profiles for trade receivables is disclosed below.
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the country and industry sector profile
of its trade receivables on an on-going basis. The credit risk concentration profile of the Group’s trade
receivables at each balance sheet date is as follows:
2008
As at 30 June
2009 2010
US$’000 % of Total US$’000 % of Total US$’000 % of Total
By country:
Singapore ............... 29,713 19% 25,337 22% 38,489 26%
People’s Republic of China . . 44,208 28% 40,342 34% 76,612 53%
Malaysia ............... 15,501 10% 8,912 8% 8,770 6%
Vietnam ................ 1,613 1% 693 1% 1,192 1%
Other countries. .......... 66,311 42% 40,674 35% 20,126 14%
157,346 100% 115,958 100% 145,189 100%
By industry sectors:
Precision engineering ...... 150,371 96% 110,879 96% 135,269 93%
Rubber/plastics ........... 6,975 4% 5,079 4% 9,920 7%
157,346 100% 115,958 100% 145,189 100%
F-45

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
36. Financial risk management objectives and policies (continued)
At the balance sheet date, approximately:
36% (2009 and 2008: 46%) of the Group’s trade receivables were due from 5 major customers who are
multi-national conglomerates.
Financial assets that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment
record with the Group. Fixed deposits, cash and bank balances, derivatives and amounts due from holding
company that are neither past due nor impaired are placed with or entered into with reputable financial
institutions or companies with high credit ratings and no history of default.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 20.
(b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to
shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the
maturities of financial assets and liabilities. The Group’s objective is to maintain a balance between
continuity of funding and flexibility through the use of stand-by credit facilities.
The Group’s liquidity risk management policy is to maintain sufficient liquid financial assets and standby
credit facilities with the banks. At the end of the financial years ended 2008, 2009 and 2010,
approximately 22%, 24% and 34% respectively of the loans and borrowings (Note 27) of the Group will
mature in less than one year based on the carrying amount reflected in the financial statements.
F-46

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
36. Financial risk management objectives and policies (continued)
The table below summarises the maturity profile of the Group’s financial liabilities at the balance sheet
date based on contractual undiscounted payment obligations:
Contractual cashflows
(including interest payments)
1 year or
less
1to
5 years
Over
5 years Total
Carrying
amount
US$’000 US$’000 US$’000 US$’000 US$’000
2008
Financial liabilities
Trade payables ....................... 130,246 — — 130,246 130,246
Other payables and accrued expenses ...... 56,851 29 — 56,880 56,880
Finance lease obligations ............... 87 238 — 325 272
Loan and borrowings .................. 61,049 196,200 — 257,249 231,044
Total undiscounted financial liabilities. .....
2009
Financial liabilities
248,233 196,467 — 444,700 418,442
Trade payables ....................... 87,910 — — 87,910 87,910
Other payables and accrued expenses ...... 40,306 309 — 40,615 40,615
Finance lease obligations ............... 235 833 — 1,068 875
Loans and borrowings ................. 57,550 170,592 — 228,142 211,382
Total undiscounted financial liabilities. .....
2010
Financial liabilities
186,001 171,734 — 357,735 340,782
Trade payables ....................... 123,339 — — 123,339 123,339
Other payables and accrued expenses ...... 44,093 — — 44,093 44,093
Finance lease obligations ............... 214 507 18 739 630
Loans and borrowings ................. 68,732 136,167 — 204,899 194,000
Derivatives — net settled ............... 833 1,666 — 2,499 2,499
Total undiscounted financial liabilities. ..... 237,211 138,340 18 375,569 364,561
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments
will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises
primarily from their loans and borrowings. All of the Group’s financial assets and liabilities at floating
rates are contractually repriced at intervals of less than 12 months from the end of the respective financial
years ended 30 June 2008, 2009 and 2010.
The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts. To manage
this mix in a cost-efficient manner, the Group enters into interest rate swaps. At the end of the financial
years ended 30 June 2008, 2009 and 2010, after taking into account the effect of an interest rate swaps,
loans of approximately US$Nil, US$180,000,000 and US$144,000,000 respectively, of the Group’s
borrowings are at fixed rates of interest.
F-47

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
36. Financial risk management objectives and policies (continued)
Sensitivity analysis for interest rate risk
For variable rate financial assets and liabilities, an increase/decrease of 100 basis point in interest rate at
the reporting date would decrease/increase profit net of tax, respectively, by the amounts shown below.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
2008
Profit net of tax
As at 30 June
2009 2010
US$’000 US$’000 US$’000
Increase/decrease in basis points +/�100...................... 1,763 1,597 1,498
(d) Foreign currency risk
The Group has transactional currency exposures arising from sales or purchases that are denominated in a
currency other than the respective functional currencies of Group entities, primarily Singapore Dollar
(SGD), Malaysian Ringgit (RM), Indonesian Rupiah (IDR), Euro and Renminbi (RMB). Approximately
38% (2009: 45%; 2008: 51%) of the Group’s sales are denominated in foreign currencies whilst 24%
(2009: 53%; 2008: 35%) of costs are denominated in the foreign currencies. The Group’s trade
receivables and trade payables balances at the balance sheet date have similar exposures.
The Group also hold cash and bank balances denominated in foreign currencies for working capital
purposes.
The Group is also exposed to currency translation risk arising from its net investments in foreign
operations, including Malaysia, People’s Republic of China (“PRC”), Europe, Indonesia and Vietnam.
The Group’s investment in its foreign subsidiaries are not hedged as currency positions in Malaysian
Ringgit, Euro, Indonesian Rupiah, Vietnamese Dong and Renminbi are considered to be long-term in
nature.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible
change in the SGD, Euro, RM and RMB exchange rates against the respective functional currencies of
the Group entities, with all other variables held constant.
2008
Profit net of tax
As at 30 June
2009 2010
US$’000 US$’000 US$’000
USD/SGD — strengthened 2% (2009: 3%; 2008: 5%). ............ (323) 82 9
— weakened 2% (2009: 3%; 2008: 5%) ..................... 323 (82) (9)
USD/Euro — strengthened 6% (2009: 5%; 2008: 11%) ............ 732 483 17
— weakened 6% (2009: 5%; 2008: 11%) .................... (732) (483) (17)
USD/RM — strengthened 1% (2009: 3%; 2008: 8%) ............. 509 101 98
— weakened 1% (2009: 3%; 2008: 8%) ..................... (509) (101) (98)
USD/RMB — strengthened 1% (2009: 1%; 2008: 1%) ............ 117 100 150
— weakened 1% (2009: 1%; 2008: 1%) ..................... (117) (100) (150)
F-48

37. Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit
rating and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives,
policies or processes during the years ended 30 June 2008, 30 June 2009 and 30 June 2010.
As disclosed in Note 30(a), some subsidiaries of the Group are required by the Foreign Enterprise Law of
the PRC to contribute to and maintain a non-distributable statutory reserve fund whose utilisation is
subject to approval by the relevant PRC authorities. This externally imposed capital requirement has been
complied with by the above mentioned subsidiaries for the financial years ended 30 June 2008, 2009 and
2010.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
The Group’s policy is to keep the gearing ratio below 150%. The Group includes within net debt, loans
and borrowings, and finance lease obligations, less cash and cash equivalents. Capital includes equity
attributable to the owners of the Company less the other reserves.
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Loans and borrowings (Note 27) .......................... 231,044 211,382 194,000
Finance lease obligations (Note 26) ........................ 272 875 630
Less: Cash and bank balances and short-term fixed deposits ...... (50,700) (62,808) (82,989)
Net debt ............................................ 180,616 149,449 111,641
Equity attributable to the owners of the Company .............. 188,807 85,020 106,438
Less: Other reserves (Note 30) ............................ (24,935) (23,636) (26,166)
Total capital ......................................... 163,872 61,384 80,272
Capital and net debt. ................................... 344,488 210,833 191,913
Gearing ratio ......................................... 52% 71% 58%
38. Segment information
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
For management purposes, the Group is organised into business units based on their products and
services, and has three reportable operating segments as follows:
I. The precision engineering segment has principal business activities of stamping, machining and
progressive cold forging of metal components, secondary process such as finishing and bonding,
assembly of metal enclosures and chassis, and manufacturing of tools and dies.
II. The rubber and plastic segment is in the business of manufacturing precision plastic and rubber
components and mould. This reportable segment has been formed by aggregating the rubber and
plastic operating segments which are regarded by management to exhibit similar economic
characteristics.
III. The others segment includes investment holding and other investment activities.
Except as indicated above, no operating segments have been aggregated to form the above reportable
operating segments.
F-49

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
38. Segment information (continued)
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated based
on operating profit or loss which in certain respects, as explained in the table below, is measured
differently from operating profit or loss in the consolidated financial statements. Group financing
(including finance costs) and income taxes are managed on a group basis and are not allocated to
operating segments.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.
Per
Adjustments consolidated
Precision
Engineering Rubber/plastics Others
and
eliminations Notes
financial
statements
US$’000 US$’000 US$’000 US$’000 US$’000
2008
Revenue:
External customers ................ 753,287 33,100 — — 786,387
Inter-segment .................... — 7,489 — (7,489) A —
Total revenue ....................
Results:
753,287 40,589 — (7,489) 786,387
Interest income ................... 1,277 88 — — 1,365
Depreciation and amortisation ........ 23,124 2,684 — — 25,808
Share of results of associates .........
Impairment of non-financial assets
— — 1,321 — 1,321
— Property plant and equipment .... 300 — — — 300
Restructuring costs ................ 2,189 — — — 2,189
Other non-cash items .............. (2,660) — — — B (2,660)
Segment profit/(loss) ...............
Assets:
55,283 5,318 322 (9,653) C 51,270
Investment in associates ............ — — 16,477 — 16,477
Additions to non-current assets . . . .... 28,141 1,370 — — D 29,511
Segment assets ................... 588,453 35,332 1,850 16,477 E 642,112
Segment liabilities ................
2009
Revenue:
196,564 7,776 22 231,316 F 435,678
External customers ................ 600,564 24,011 — — 624,575
Inter-segment .................... — 5,275 — (5,275) A —
Total revenue .................... 600,564 29,286 — (5,275) 624,575
F-50

38. Segment information (continued)
Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
Per
Precision
Adjustments
and
consolidated
financial
Engineering Rubber/plastics Others eliminations Notes statements
US$’000 US$’000 US$’000 US$’000 US$’000
Results:
Interest income ................... 845 94 — — 939
Depreciation and amortisation ........ 22,905 2,214 — — 25,119
Share of results of associates .........
Impairment of non-financial assets
— — 1,631 — 1,631
— Property plant and equipment .... 1,414 — — — 1,414
— Goodwill ................... 782 4,499 — — 5,281
Restructuring costs ................ 21,176 — — — 21,176
Other non-cash items .............. 3,703 — — — B 3,703
Segment profit/(loss) ...............
Assets:
1,914 (2,451) 81 (10,932) C (11,388)
Investment in associates ............ — — 16,304 — 16,304
Additions to non-current assets . . . .... 16,988 330 — — D 17,318
Segment assets ................... 415,896 26,975 320 16,304 E 459,495
Segment liabilities ................ 140,056 5,270 18 212,257 F 357,601
2010
Revenue:
External customers ................ 608,322 29,678 — — 638,000
Inter-segment .................... — 3,229 — (3,229) A —
Total revenue ....................
Results:
608,322 32,907 — (3,229) 638,000
Interest income ...................
Loss on reclassification of associate to
653 61 8 — 722
available-for-sale investments . . .... — — 882 — 882
Depreciation and amortisation ........ 20,798 2,114 83 — 22,995
Share of results of associates .........
Impairment of property, plant and
— — 810 — 810
equipment ..................... 2,865 — — — 2,865
Restructuring cost ................. 4,243 — — — 4,243
Other non-cash items .............. 2,381 166 2 — B 2,549
Segment profit/(loss) ...............
Assets:
25,358 (447) 6,853 (9,483) C 22,281
Investment in associates ............ — — 7,830 — 7,830
Additions to non-current assets . . . .... 16,504 634 83 — D 17,221
Segment assets ................... 395,508 30,765 69,940 7,830 E 504,043
Segment liabilities ................ 167,125 8,739 10,863 194,630 F 381,357
Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements:
A Inter-segment revenues are eliminated on consolidation.
B Other non-cash items consist of allowance for stock obsolescence, allowance for doubtful debts, gain or
loss on disposal of plant, property and equipment, property, plant and equipment written off, and fair
F-51

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
38. Segment information (continued)
value gain or loss on derivatives and available-for-sale investments as presented in the respective notes
to the financial statements.
C The following items are added to/(deducted from) segment profit to arrive at “Profit for the year”
presented in the consolidated income statement:
Years ended 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Share of results of associates ................................ 1,321 1,631 810
Finance costs ........................................... (10,974) (12,563) (10,293)
(9,653) (10,932) (9,483)
D Additions to non-current assets consist of additions to property, plant and equipment, investment
properties and intangible assets.
E The following items are added to/(deducted from) segment assets to arrive at total assets reported in the
consolidated balance sheet:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Investments in associates .................................... 16,477 16,304 7,830
F The following items are added to/(deducted from) segment liabilities to arrive at total liabilities reported
in the consolidated balance sheet:
As at 30 June
2008 2009 2010
US$’000 US$’000 US$’000
Loans and borrowings .................................... 231,044 211,382 194,000
Hire purchase creditors ................................... 272 875 630
231,316 212,257 194,630
Geographical information
Revenue and non-current assets information based on the geographical location of customers and assets
respectively are as follows:
Years ended 30 June
Revenue 2008 2009 2010
US$’000 US$’000 US$’000
People’s Republic of China .................................. 270,501 245,367 303,512
Southeast Asia . .......................................... 347,630 268,177 262,024
Europe ................................................. 168,256 111,031 72,464
786,387 624,575 638,000
Non-current Assets 2008
As at 30 June
2009 2010
US$’000 US$’000 US$’000
People’s Republic of China .................................. 86,222 72,559 72,653
Southeast Asia . .......................................... 225,701 131,918 120,147
Europe ................................................. 15,516 13,498 9,404
327,439 217,975 202,204
F-52

Amtek Engineering Ltd and its Subsidiaries
Notes to the Consolidated Financial Statements
for the Years ended 30 June 2008, 2009 and 2010
38. Segment information (continued)
Non-current assets information presented above consist of property, plant and equipment, investment in
associates, other investments, other receivables and deposits, prepaid expenses, deferred tax assets and
fixed deposits as presented in the consolidated balance sheets.
Information on major customers
In 2008, the revenue from three major customers amounted to US$89,470,000, US$84,043,000 and
US$80,717,000 respectively, arising from the sales by the precision engineering and rubber/plastic
segments.
In 2009, the revenue from three major customers amounted to US$70,384,000, US$71,501,000 and
US$71,375,000 respectively, arising from the sales by the precision engineering and rubber/plastic
segments.
In 2010, the revenue from two major customers amounted to US$77,352,000 and US$69,154,000
respectively, arising from the sales by the precision engineering and rubber/plastic segments.
39. Events after the balance sheet date
Share split
On 4 November 2010, the Company’s shareholders approved and executed a sub-division of each of the
Company’s 10 ordinary shares into 25 ordinary shares (“share split”). All ordinary shares and per share
amounts presented in the accompanying consolidated financial statements have been revised on a
retroactive basis to give effect to the share split.
Disposal of a manufacturing plant
On 17 September 2010, the Group completed the disposal of a manufacturing plant located in Singapore
to a third party for a consideration sum of US$5,086,000. A gain on disposal of US$1,254,000 was
recorded subsequent to the balance sheet date.
40. Authorisation for issue of financial statements
The financial statements for the years ended 30 June 2008, 2009 and 2010 were authorised for issue in
accordance with a resolution of the Directors on 24 November 2010.
F-53

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APPENDIX A
FACILITIES
Facilities
The following table sets forth properties owned or leased by us as of 30 June 2010. None of the
properties set out below are subject to any major encumbrances.
Location
Factories 1,2 and 3, No. 3
Pingnan Road, Pingnan
Industrial Park, Xiexia,
Hui Zhou, Guangdong, PRC
Factories 4 and 5, No. 47,
Pingnan Industrial Park,
Xiexia,
Hui Zhou, Guangdong, PRC
No. 3, Pingnan Industrial
Park, Xiexia,
Hui Zhou, Guangdong, PRC
No. 47, Pingnan Industrial
Park, Xiexia,
Hui Zhou, Guangdong, PRC
No. 819, Xuanhuang Road,
Nanhui Industry Zone,
Shanghai, PRC*
Lots 3,5 and 7, No. 588
Yuanxi Road, Nanhui
Industry Zone, Shanghai,
PRC†
22B, 1369 Dongfang Road,
Shanghai, PRC
1-1A, 418 Huajing Road,
Shanghai, PRC
Dong Ya Section, Dache
Industrial Park, Nan Lang
Town, Zhongshan,
Guangdong, PRC
Da Guang Kan Estate
Industrial Area, Ban Tian,
Bu Ji, Long Gang District,
Shenzhen, Guangdong, PRC
No. 36, Xing Ming Street,
CSS Industrial Park, Suzhou,
Jiangsu, PRC
Block E, No. 1, Jl Letjen
Soeprapto, Cammo Ind Park,
Batam Centre, Batam,
Indonesia
Lots 1 and 2, Citra Buana
Industrial Park III, Jalan
Engku Putri, Batam Centre,
Batam, Indonesia
Lots 11 and 12, Citra Buana
Industrial Park III, Jalan
Engku Putri, Batam Centre,
Batam, Indonesia
Size of
built up area
(sqm)
Factory 1: 2,615
Factory 2: 4,106
Factory 3: 3,772
Factory 4: 12,791
Factory 5: 18,027
Dormitory: 4,423
canteen: 796
Dormitory: 8,432
canteen: 3,316
Use of
Property
Owned or
Leased
Certificate of
Real Estate
Ownership
No. (if
applicable) Tenure
Industrial use Owned Factory 1: 0015745,
Factory 2: 0015746,
Factory 3: 2753965
Industrial use Owned Factory 4: 3423553
Factory 5: 3913868
Staff dormitory
and canteen
Staff dormitory
and canteen
Owned Dormitory: 0015747
and 0015748.
Canteen: 0015749
Owned Dormitory: 3423551
Canteen: 3423552
To expire on
18 April 2044
To expire on
13 August 2051
To expire on
18 April 2044
To expire on
13 August 2051
Buildings:36,044 Industrial use Owned 016222 To expire on
30 December 2054
4,786 Industrial use Leased 2006008629 Lot 3: to expire on
30 September 2012;
and Lot 5 and 7: to
expire on
30 September 2012
133 Mixed Owned 000146 To expire on
16 February 2043
3,018 Warehouse Owned 075291 To expire on
31 December 2055
Factory 1: 7,438
Factory 2: 7,069
Industrial use Leased Not applicable Factory 1: to expire
on 30 September
2012;
Factory 2: to expire
on 31 January 2015;
4,651 Staff dormitory Leased Not applicable To expire on
31 October 2013
32,467 Industrial use Owned 00085434 To expire on
31 December 2046
20,983 Industrial use Owned Not applicable To expire on 10 July
2024
5,484 Industrial use Leased Not applicable To expire on
14 December 2011
6,822 Industrial use Leased Not applicable To expire on
14 December 2011
* Building at this property subject to a sale and lease back structured as a lease-out and lease-in agreement in compliance with PRC
laws and requirements.
† Subject to a mortgage which was entered into with Shanghai Nanhui Yintai Small Loan Co., Ltd., and is to expire on 28 June 2012.
A-1

Location
Kota Bukit Indah, Kawasan
Industri Indotaisei Sektor
1A, Blok F-2, Kalihurip,
Cikampek, Karawang Jawa
Barat, Indonesia
Block C-01/07 Taman
DutaMas, Batam Centre
Block B-08/09 Taman
DutaMas, Batam Centre
Lots 72 and 73, Jalan Bunga
Raya, Parit Buntar Industrial
Estate, 34200 Parit Buntar,
Perak, Malaysia*
Lots 5, 7, 12, 14 and 16,
Jalan 7 Cheras Jaya, Jalan
Balakong 43200 Batu 9
Cheras, Selangor, Malaysia
No. 9 & 11, Jalan Saga 16,
Taman Desa Cemerlang, Ulu
Tiram, 81800 Johor
Bahru, Malaysia
No. 10 and 12, Jalan
Gemilang 1; 37 Jalan
Masyhur Tiga; 6 Jalan
Canggih 6; and 12 Jalan
Istimewa 1, Taman
Perindustrian Cemerlang,
Ulu Tiram, 81800 Johor,
Malaysia
Lot No. 108682, Mukim
Plentong, Daerah Johor
Bahru, Negeri Johor,
Malaysia†
Lot No. 108683, Mukim
Plentong, Daerah Johor
Bahru, Negeri Johor,
Malaysia†
No. 1 and 3 of Kian Teck
Drive, Singapore
No. 18 Tuas Street,
Singapore ‡
No. 35 Pioneer Road North,
Singapore
Lot K4-2D and Lot K4-2E,
Que Vo Industrial Park, Que
Vo District, Bac Ninh
Province, Vietnam
Size of
built up area
(sqm)
Use of
Property
Owned or
Leased
Certificate of
Real Estate
Ownership
No. (if
applicable) Tenure
11,148 Industrial use Owned Not applicable To expire on
24 September 2022
135 Residential Owned Not applicable To expire on
25 March 2020
36 Residential Owned Not applicable To expire on
25 March 2020
12,891 Industrial use Leased Not applicable To expire on
28 November 2044
Lot 5: 4,508
Lot 7: 3,884
Lot 12: 787
Lot 14: 1,306
Lot 16: 2,076
No. 9: 204
No. 11: 204
Industrial use Leased Not applicable Lot 5: To expire on
14 May 2088;
Lot 7: To expire on
14 May 2088;
Lot 12: To expire on
14 May 2088;
Lot 14: To expire on
14 May 2088; and
Lot 16: To expire on
14 May 2088
Residential Owned Not applicable Freehold
7,224 Industrial use Owned Not applicable No. 10 and 12:
910 years expiring
on 27 October 2911;
and the others:
freehold
3,674 Manufacturing and
warehousing
3,674 Manufacturing and
warehousing
Owned Not applicable Lease for 910 years
expiring 27 October
2911
Owned Not applicable Lease for 910 years
expiring 27 October
2911
10,897 Industrial use Leased Not applicable No. 1 Kian Teck
Drive: To expire in
December 2040 No.
3 Kian Teck Drive:
To expire in
December 2040
5,446 Industrial use Leased Not applicable To expire in May
2051
11,671 Industrial use and
office
Leased Not applicable To expire in May
2053
10,148 Industrial use Leased Not applicable Lot K4-2D: To
expire on 2 April
2011; and Lot
K4-2E: To expire on
15 March 2013
* Subject to a registered lease for approximately 37 square meters entered into with Tenaga Nasional Berhad, the national electrical
utility company, for its erection and maintenance of a substation for the purpose of supplying electricity.
† Subject to a charge to Hong Leong Bank Berhad in connection with local credit facility which was undrawn as of 30 June 2010.
‡ This property was sold on 17 September 2010.
A-2

Location
Za Pazdernou, Budĕjovické
Pr˘edmĕstí, 397 01 Písek,
Czech Republic
Vrcovická without No.,
Budějovické Prˇedměstí,
397 01 Písek, Czech
Republic; situated at
building plot No. 4574, in
the cadastral area Písek
Parc Mecatronic, 03410,
Saint-Victor, Montlucon,
France
Ipari Park, Ikervari Utca 42,
9600 Sarvar, Hungary
22, rue Guynemer — 78600
Maisons-Laffitte, France
Shinjuku Mitsuba Bldg 5F
1-5-11 Nishishinjuku,
Shinjuku-Ku, Tokyo, Japan
Unit 612. 6/F Nan Fung
Commercial Centre, No. 19,
Lam Lok Street, Kowloon
Bay, Kowloon, Hong Kong
Sar
Unit 8,5/F., Block
A,Cambridge Plaza,188
San Wan Road,N.T.Hong
Kong Sar
Block B, No. 12, Da Guang
Kan Estate Industrial Area,
Ban Tian, Bu Ji, Long Gang
District, ShenZhen,
PRC 518129
Block A, C, No. 12, and
Warehouse Da Guang Kan
Estate Industrial Area, Ban
Tian, Bu Ji, Long Gang
District, ShenZhen,
PRC 518129
XXXII/3F, Sarovaram,
Kureekkad Road,
Puthiyakavu Jn,
Tripunithura, P.O. PIN
682301 Ernakulam, Kerala,
India.
Size of
built up area
(sqm)
Use of
Property
Owned or
Leased
Certificate of
Real Estate
Ownership
No. (if
applicable) Tenure
20,973 Industrial use Leased Not applicable The financial lease
to expire on
31 January 2022.
Upon expiry of the
lease, the Company
has the right to
purchase the
property for
approximately EUR
1,950,000.
3,580 Warehouse Leased Not applicable Lease to expire on
30 November 2011.
No option to
purchase.
4,152 Industrial use Owned Not applicable Freehold
8,459 Industrial use Leased Not applicable To expire on 1 May
2021
208.5 Sales office Leased Not applicable To expire in May
2012
5 Sales and technical
office
Leased Not applicable To expire on
4 February 2011
95 Sales office Leased Not applicable To expire on
10 November 2011
70 Sales office Leased Not applicable To expire on
31 October 2011
4,763 Industrial use Leased Not applicable To expire on
1 March 2013
17,439 Industrial use and
staff dormitory
134.7 Office for
establishing
software unit mainly
for development of
software for tool
design
A-3
Leased Not applicable To expire on
1 March 2013
Leased Not applicable To expire on
31 December 2012

Production Facilities
The following table sets forth the maximum capacity and actual utilisation for fiscal years 2008, 2009
and 2010 for our production facilities. Maximum capacities for these machines are estimated based on the
number of machines, running at 21.5 hours per day and 22 days per month. Utilisation rates are computed
based on the number of hours the machines are in operation which are only estimates. The Company produces
a wide variety of products using a range of methods and value-added services which make production time
vary significantly by order. Additionally, most of our machinery can be converted from one process to another
through the use of different tools and dies and changing production speed. Therefore, the utilisation rates may
not be reflective of the actual production value of our production facilities. We have provided utilisation based
on our stamping presses which constitute our primary service. It does not include machinery used for other
processes such as tapping, bonding, finishing, plating, cleaning and degreasing.
Location
Factories 1, 2 and 3, No. 3 Pingnan Road, Pingnan
Industrial Park, Xiexia, Hui Zhou, Guangdong,
PRC and Factory 4, No. 47, Pingnan Industrial
Park, Xiexia, Hui Zhou, Guangdong, PRC
Factories 5, No. 47, Pingnan Industrial Park,
Xiexia, Hui Zhou, Guangdong, PRC
No. 819, Xuanhua Road, Nanhui Industry Zone,
Shanghai, PRC & Lots 3, 5 and 7, No. 588 Yuanxi
Road, Nanhui Industry Zone, Shanghai, PRC
Block A, B, C, No. 12 and warehouse, Da Guang
Kan Estate Industrial Area, Ban Tian, Bu Ji Long
Gang District, Shenzhen, Guangdong, PRC
No. 36, Xing Ming Street, CSS Industrial Park,
Suzhou, Jiangsu, PRC
Block E, No. 1, Jl Letjen Soeprapto, Cammo Ind
Park, Batam Centre, Batam, Indonesia
Lots 1 and 2, Citra Buana Industrial Park III, Jalan
Engku Putri, Batam Centre, Batam, Indonesia
Lots 11 and 12, Citra Buana Industrial Park III,
Jalan Engku Putri, Batam Centre, Batam, Indonesia
Kota Bukit Indah, Kawasan Industri Indotaisei
Sektor 1A, Blok F-2, Kalihurip, Cikampek,
Karawang Jawa Barat, Indonesia
Lots 72 and 73, Jalan Bunga Raya, Parit Buntar
Industrial Estate, 34200 Parit Buntar, Perak,
Malaysia
Lots 5, 7, 12, 14 and 16, Jalan 7 Cheras Jaya, Jalan
Balakong 43200 Batu 9 Cheras, Selangor, Malaysia
No. 10 and 12, Jalan Gemilang 1; 37 Jalan
Masyhur Tiga; 6 Jalan Canggih 6; and 12 Jalan
Istimewa 1, Taman Perindustrian Cemerlang, Ulu
Tiram, 81800 Johor, Malaysia
Year Ended 30 June 2008 Year Ended 30 June 2009 Year Ended 30 June 2010
Maximum
Capacity
(machine
hours per
month)
Utilisation
Rate
%
Actual Utilisation
Maximum
Capacity
(machine
hours per
month)
Utilisation
Rate
%
Maximum
Capacity
(machine
hours per
month)
Utilisation
Rate
%
28,380 57% 29,326 51% 28,853 58%
12,298 100% 14,663 74% 15,136 100%
61,017 45% 61,963 33% 60,544 50%
42,097 81% 47,773 72% 47,773 69%
38,786 39% 39,732 43% 47,773 60%
31,218 51% 31,218 40% 31,691 44%
76,626 85% 128,183 72% 132,440 74%
21,285 64% 22,704 52% 22,704 69%
22,231 50% 23,177 37% 23,177 21%
11,825 34% 11,825 39% 10,406 51%
29,326 46% 29,799 49% 29,799 42%
83,333 65% 83,333 70% 83,333 75%
1 and 3 of Kian Teck Drive, Singapore and
35 Pioneer Road North
32,164 72% 32,164 56% 28,380 70%
18 Tuas Street, Singapore* 17,501 81% 16,082 57% 12,298 95%
Lots K4-2D and K4-2E, Que Vo Industrial Park,
Van Duong Commune, Bac Ninh City, Bac Ninh
Province, Hanoi, Vietnam
N/A N/A 3,311 20% 5,676 52%
Vrcovicka 2230, 39701, Pisek, Czech Republic 19,866 32% 22,704 35% 26,961 58%
Parc Mecatronic, 63410, Saint-Victor, Montlucon,
France
11,825 33% 11,825 30% 11,825 39%
* This facility was sold on 17 September 2010.
A-4

APPENDIX B
SUMMARY OF THE RULES OF OUR SHARE PLANS
Performance Share Plan
The following is a summary of the principal rules of the Performance Share Plan.
Eligibility
Under the rules of the Performance Share Plan, any employee of the Group (“Group Employee”),
including any director of our Company and/or any of its subsidiaries who performs an executive function
(“Group Executive Director”), are eligible to participate in the Performance Share Plan at the absolute
discretion of the Remuneration Committee, and such person must:
(a) have attained the age of twenty-one (21) years; and
(b) hold such rank as may be designated by the Remuneration Committee from time to time.
Controlling shareholders (as defined in the Listing Manual) of the Company (each a “Controlling
Shareholder”) or associates (as defined in the Listing Manual) of such controlling shareholders are also
eligible to participate in the Performance Share Plan provided that:
(a) their participation; and
(b) the actual or maximum number of Shares and terms of any Awards (as defined below) to be
granted to them,
have been approved by independent shareholders of the Company at a general meeting in separate resolutions
for each such person and, in respect of each such person, in separate resolutions for each of (i) his
participation and (ii) the actual number of Shares and terms of any Awards (as defined below) to be granted to
him, provided always that it shall not be necessary to obtain the approval of the independent shareholders of
the Company for the participation in the Performance Share Plan of a Controlling Shareholder or associate
who is, at the relevant time, already a participant.
Employees and directors of associated companies will not be eligible to participate in the Performance
Share Plan.
Awards
Awards under the Performance Share Plan (“Awards”) represent the right of a participant to receive
fully paid Shares free of charge, upon the participant achieving the performance condition specified in relation
to the Award (“Performance Condition”) within the duration determined by the Remuneration Committee
(“Performance Period”). Awards are released once the Remuneration Committee is satisfied that the
Performance Condition(s) specified on the date on which the Award is granted (“Award Date”) in relation to
the Award has been satisfied. The selection of a participant and the number of Shares which are the subject of
each Award to be granted to a participant in accordance with the Performance Share Plan shall be determined
at the absolute discretion of the Remuneration Committee, which shall take into account such criteria as it
thinks fit including his rank, job performance, years of service and potential for future development, his
contribution to the success and development of the Group and the extent of effort with which Performance
Conditions(s) may be achieved within the Performance Period prescribed by the Remuneration Committee.
The Remuneration Committee shall decide, in relation to each Award:
(i) the participant;
(ii) the Award Date;
(iii) the number of Shares which are the subject of that Award;
(iv) the Performance Condition(s);
(v) the Performance Period;
(vi) the extent to which Shares which are the subject of that Award shall be released on the
Performance Condition(s) being satisfied (whether fully or partially) or exceeded or not satisfied,
as the case may be, at the end of the Performance Period;
B-1

(vii) the vesting date; and
(viii) any other condition in which the Remuneration Committee may determine in relation to the
Award.
An Award letter confirming the Award and specifying, among others, in relation to the Award, the
Award Date, the number of Shares which are the subject of the Award, the Performance Condition(s), the
Performance Period, the extent to which Shares which are the subject of the Award shall be released on the
Performance Condition(s) being satisfied (whether fully or partially) or exceeded or not being satisfied, as the
case may be, at the end of the Performance Period, the vesting date and any other condition which the
Remuneration Committee may determine in relation to that Award, will be sent to each participant as soon as
reasonably practicable after the making of an Award.
Special provisions for the vesting and lapsing of Awards apply in certain circumstances, including the
following:
(I) An Award not yet released shall immediately lapse without any claim whatsoever against the Company:
(a) in the event an order is made for the winding-up of the Company on the basis of, or by reason of,
its insolvency;
(b) in the event of misconduct on the part of the participant as determined by the Remuneration
Committee in its discretion; or
(c) upon the participant ceasing to be in the employment of the Group for any reason whatsoever.
(II) In any of the following events, namely:
(a) the bankruptcy of the participant or the happening of any other event which results in his being
deprived of the legal or beneficial ownership of an Award;
(b) where a participant ceases to be in the employment of our Group over which our Group has
control by reason of:
(i) ill health, injury or disability (in each case, evidenced to the satisfaction of the
Remuneration Committee);
(ii) redundancy;
(iii) retirement at or after the legal retirement age;
(iv) retirement before the legal retirement age with the consent of the Remuneration Committee;
(v) the company by which he is employed or to which he is seconded, as the case may be,
ceasing to be a company within the Group, or the undertaking or part of the undertaking of
such company being transferred otherwise than to another company within the Group;
(vi) any other event approved by the Remuneration Committee;
(c) the death of a participant; or
(d) any other event approved by the Remuneration Committee,
the Remuneration Committee may, in its absolute discretion determine whether an Award then held by such
participant, to the extent not yet released, shall lapse or that all or any part of such Award shall be preserved.
If the Remuneration Committee determines that an Award shall lapse, then such Award shall lapse without any
claim whatsoever against the Company. If the Remuneration Committee determines that all or any part of an
Award shall be preserved, the Remuneration Committee shall decide as soon as reasonably practicable
following such event either to vest some or all of the Shares which are the subject of the Award or to preserve
all or part of any Award until the end of the Performance Period and subject to the provisions of the
Performance Share Plan. In exercising its discretion, the Remuneration Committee will have regard to all
circumstances on a case-by-case basis, including (but not limited to) the contributions made by that
participant, and the extent to which the Performance Condition(s) has (have) been satisfied.
Size and duration of the Performance Share Plan
The total number of Shares which may be delivered pursuant to Awards granted under the Performance
Share Plan, when added to the total number of Shares allotted and issued and allotted and issued in respect of
all Awards granted under the Restricted Share Plan shall not exceed 15.0% of the issued share capital of our
B-2

Company (excluding treasury shares) on the day preceding the date of the relevant Award. The aggregate
number of Shares which may be issued pursuant to the grant of Awards under the Performance Share Plan that
may be designated by the Remuneration Committee for the purposes of the Performance Share Plan shall be
subject to the requirements of the Listing Manual.
The aggregate number of Shares which may be issued pursuant to Awards under the Performance Share
Plan to participants who are Controlling Shareholders of the Company and their associates shall not exceed
25.0% of the Shares available under the Performance Share Plan.
The number of Shares which may be issued pursuant to Awards under the Performance Share Plan to
each participant who is a Controlling Shareholder of the Company or his associate shall not exceed 10.0% of
the Shares available under the Performance Share Plan.
The Performance Share Plan shall continue in force for a maximum period of 10 years commencing on
the date the Performance Share Plan is adopted by the Company in general meeting, provided always that the
Performance Share Plan may continue beyond the above stipulated period with the approval of shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required. The
Performance Share Plan may be terminated at any time by the Remuneration Committee or, at the discretion
of the Remuneration Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Performance Share Plan is so terminated, no further Awards shall
be granted by the Remuneration Committee.
The expiry or termination of the Performance Share Plan, shall not affect the Awards which have been
granted prior to such expiry or termination, whether such Awards have been released (fully or partially).
Operation of the Performance Share Plan
The Shares to be issued to participants upon vesting of their Awards will be fully paid upon their
issuance and allotment. Such Shares allotted and issued on the release of an Award shall rank in full for all
entitlements, including dividends or other distributions declared or recommended in respect of the then
existing Shares, the record date for which is on or after the relevant vesting date, and shall in all other respects
rank pari passu with other existing Shares then in issue.
The Remuneration Committee shall, as soon as reasonably practicable after the end of the relevant
Performance Period, review Performance Condition(s) specified in respect of such Award and determine at its
full discretion whether a Performance Condition has been satisfied (whether fully or partially); whether any
other condition applicable to such Award has been satisfied; and the number of Shares (if any) comprised to
be released to the relevant participant. In making any such determination, the Remuneration Committee shall
have the right to make computational adjustments to the audited results of our Group or an associated
company over which our Group has control, as the case may be, to take into account such factors as
Remuneration Committee may determine to be relevant, including changes in accounting methods, taxes and
extraordinary events, and further, the right to amend any Performance Condition if the Remuneration
Committee decides that a changed performance target would be a fairer measure of performance. If the
Remuneration Committee determines, in its sole discretion, that the Performance Condition and/or any other
condition applicable to that Award has not been satisfied (whether fully or partially) or if the relevant
participant has not continued to be a Group Employee from the Award Date up to the end of the relevant
Performance Period, that Award shall lapse and be of no value.
The Remuneration Committee shall, provided that the relevant participant has continued to be a Group
Employee from the Award Date up to the end of the Performance Period, release to that participant the
number of Shares determined by the Remuneration Committee on the vesting date. Such part of an Award not
released shall lapse and be of no value.
Adjustment events
If a variation in the issued ordinary share capital or reserves of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or
otherwise) shall take place, or if our Company shall make a capital distribution or declaration of a special
dividend (whether in cash or in specie), then the Remuneration Committee may, in its sole discretion,
determine whether:
(a) the class and/or number of Shares which are the subject of an Award to the extent not yet vested;
and/or
B-3

(b) the class and/or number of Shares in respect of which future Awards may be granted under the
Performance Share Plan,
shall be adjusted and, if so, the manner in which such adjustment shall be made.
Unless the Remuneration Committee considers an adjustment to be appropriate, the issue of securities as
consideration for an acquisition or a private placement of securities, or upon the exercise of any options or
conversion of any loan stock or any other securities convertible into Shares or subscription rights of any
warrants, or the cancellation of issued Shares purchased or acquired by us by way of a market purchase of
such Shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate
granted by our Shareholders (including any renewal of such mandate) is in force, shall not normally be
regarded as a circumstance requiring adjustment.
Modifications or alterations to the Performance Share Plan
The Performance Share Plan may be modified and/or altered from time to time by a resolution of the
Remuneration Committee, except that:
(a) no modification or alteration shall alter adversely the rights attached to any Awards granted prior
to such modification or alteration except with the written consent of such number of participants
under the Performance Share Plan who, if their Awards were released to them upon the
Performance Condition(s) relating to their Awards being satisfied in full, would become entitled to
not less than three-quarters of the aggregate number of all the Shares which would fall to be
vested upon release of all outstanding Awards under the Performance Share Plan upon the
Performance Condition(s) for all outstanding Awards being satisfied in full;
(b) no alteration shall be made to particular definitions and rules of the Performance Share Plan to the
advantage of the participants except with the prior approval of shareholders in general meeting;
and
(c) no modification or alteration shall be made without the prior approval of the SGX-ST and such
other regulatory authorities as may be necessary.
Additionally, the Remuneration Committee may at any time by resolution (and without other formality,
save for the prior approval of the SGX-ST) amend or alter the Performance Share Plan in any way to the
extent necessary, in the opinion of the Remuneration Committee, to cause the Performance Share Plan to
comply with any statutory provision or the provision or the regulations of any regulatory or other relevant
authority or body (including the SGX-ST).
Restricted Share Plan
The following is a summary of the principal rules of the Restricted Share Plan.
Eligibility
Under the rules of the Restricted Share Plan, the following are eligible to participate in the Restricted
Share Plan at the absolute discretion of the Remuneration Committee:
(a) Any employee of the Group (including any Group Executive Director) (“Group Employees”) who
have attained the age of twenty-one (21) years and hold such rank as may be designated by the
Remuneration Committee from time to time; and
(b) Any director of the Company and/or its subsidiaries, other than a director of the Company and/or
its subsidiaries who performs an executive function (“Non-Executive Directors”).
Controlling shareholders (as defined in the Listing Manual) of the Company (each a “Controlling
Shareholder”) or associates (as defined in the Listing Manual) of such controlling shareholders are also
eligible to participate in the Restricted Share Plan provided that:
(a) their participation; and
(b) the actual or maximum number of Shares and terms of any Awards to be granted to them,
have been approved by independent shareholders of the Company at a general meeting in separate resolutions
for each such person and, in respect of each such person, in separate resolutions for each of (i) his
participation and (ii) the actual number of Shares and terms of any Awards to be granted to him, provided
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always that it shall not be necessary to obtain the approval of the independent shareholders of the Company
for the participation in the Restricted Share Plan of a Controlling Shareholder or associate who is, at the
relevant time, already a participant.
Employees and directors of associated companies will not be eligible to participate in the Restricted
Share Plan.
Awards
Awards under the Restricted Share Plan (“Awards”) represent the right of a participant to receive fully
paid Shares free of charge. The selection of a participant and the number of Shares which are the subject of
each Award to be granted to a participant in accordance with the Restricted Share Plan shall be determined at
the absolute discretion of the Remuneration Committee, which shall take into account criteria such as, in the
case of a Group Employee, his rank, job performance, years of service and potential for future development,
and in the case of a Non-Executive Director, his contribution to the success and development of the Group.
The Remuneration Committee shall decide, in relation to each Award:
(i) the participant;
(ii) the Award Date;
(iii) the number of Shares which are the subject of the Award;
(iv) the vesting period(s);
(v) the vesting date(s);
(vi) the schedule in accordance with which Shares which are the subject of the Award shall be released
(“Release Schedule”); and
(vii) any other condition which the Remuneration Committee may determine in relation to that Award.
An Award letter confirming the Award and specifying, among others, in relation to the Award, the
Award Date, the number of Shares which are the subject of the Award, the vesting period, vesting date, the
Release Schedule, the retention period will be sent to each participant as soon as reasonably practicable after
the making of an Award.
Special provisions for the vesting and lapsing of Awards apply in certain circumstances, including the
following:
(I) In the case of an Award not yet released, it shall immediately lapse without any claim whatsoever
against the Company:
(a) in the event an order is made for the winding-up of the Company on the basis of, or by reason of,
its insolvency;
(b) in the event of misconduct on the part of the participant as determined by the Remuneration
Committee in its discretion; or
(c) where the participant is a Group Employee, upon the participant ceasing to be in the employment
of the Group for any reason whatsoever.
(II) In any of the following events, namely:
(a) the bankruptcy of a participant or the happening of any other event which results in his being
deprived of the legal and beneficial ownership of an Award;
(b) where a participant, being a Non-Executive Director, ceases to be in the employment of our Group
over which our Group has control by reason of:
(i) ill health, injury or disability (in each case, evidenced to the satisfaction of the
Remuneration Committee);
(ii) redundancy;
(iii) retirement at or after the legal retirement age;
(iv) retirement before the legal retirement age with the consent of the Remuneration Committee;
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(v) the company by which he is employed or to which he is seconded, as the case may be,
ceasing to be a company within the Group, or the undertaking or part of the undertaking of
such company being transferred otherwise than to another company within the Group; or
(vi) any other event approved by the Remuneration Committee;
(c) the death of a participant;
(d) where a participant, being a Non-Executive Director, ceases to be a director of the Company or, as
the case may be, the relevant subsidiary of the Company, for any reason whatsoever; or
(e) any other event approved by the Remuneration Committee,
the Remuneration Committee may, in its absolute discretion determine whether an Award then held by such
participant, to the extent not yet released, shall lapse or that all or any part of such Award shall be preserved.
If the Remuneration Committee determines that an Award shall lapse, then such Award shall lapse without any
claim whatsoever against the Company. If the Remuneration Committee determines that all or any part of an
Award shall be preserved, the Remuneration Committee shall decide as soon as reasonably practicable
following such event either to vest some or all of the Shares which are the subject of the Award or to preserve
all or part of any Award until the end of the vesting period (if any) and subject to the provisions of the
Restricted Share Plan. In exercising its discretion, the Remuneration Committee will have regard to all
circumstances on a case-by-case basis, including (but not limited to) the contributions made by that
participant.
Size and duration of the Restricted Share Plan
The total number of Shares which may be delivered pursuant to Awards granted under the Restricted
Share Plan, when added to the total number of Shares issued and issuable in respect of all Awards granted
under the Performance Share Plan shall not exceed 15.0% of the issued share capital of our Company
(excluding treasury shares) on the day preceding the date of the relevant Award. The aggregate number of
Shares which may be issued pursuant to the grant of Awards under the Restricted Share Plan that may be
designated by the Remuneration Committee for the purposes of the Restricted Share Plan shall be subject to
the requirements of the Listing Manual.
The aggregate number of Shares which may be issued pursuant to Awards under the Restricted Share
Plan to participants who are Controlling Shareholders of the Company and their associates shall not exceed
25.0% of the Shares available under the Restricted Share Plan.
The number of Shares which may be issued pursuant to Awards under the Restricted Share Plan to each
Participant who is a Controlling Shareholder of the Company or his associate shall not exceed 10.0% of the
Shares available under the Restricted Share Plan.
The Restricted Share Plan shall continue in force for a maximum period of 10 years commencing on the
date the Restricted Share Plan is adopted by the Company in general meeting, provided always that the
Restricted Share Plan may continue beyond the above stipulated period with the approval of shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required. The
Restricted Share Plan may be terminated at any time by the Remuneration Committee or, at the discretion of
the Remuneration Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Restricted Share Plan is so terminated, no further Awards shall be
granted by the Remuneration Committee.
The expiry or termination of the Restricted Share Plan, shall not affect the Awards which have been
granted prior to such expiry or termination, whether such Awards have been released (fully or partially).
Operation of the Restricted Share Plan
The Shares to be issued to participants upon vesting of their Awards will be fully paid upon their
issuance and allotment. Such Shares allotted and issued on the release of an Award shall rank in full for all
entitlements, including dividends or other distributions declared or recommended in respect of the then
existing Shares, the record date for which is on or after the relevant vesting date, and shall in all other respects
rank pari passu with other existing Shares then in issue.
The Remuneration Committee shall, provided that the relevant participant has continued to be a Group
Employee or a Non-Executive Director, as the case may be, from the Award Date up to the end of each
vesting period and, in the opinion of the Remuneration Committee where applicable, the job performance of
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the relevant participant has been satisfactory, release to the relevant participant the relevant number of Shares
in accordance with the Release Schedule specified in respect of that Award on the relevant vesting Date(s).
If a retention period is specified in an Award, Shares which are allotted or transferred on the release of
an Award to a participant shall not be transferred, charged, assigned, pledged or otherwise disposed of, in
whole or in part, during such retention period, except to the extent set out in the Award letter or with the prior
approval of the Remuneration Committee. The Company shall be at liberty to take any steps which it
considers necessary or appropriate to enforce or give effect to the restriction on the transfer, charge,
assignment, pledge or disposal of Shares during the retention period otherwise than in accordance with the
Award letter or as approved by the Remuneration Committee.
Adjustment events
If a variation in the issued ordinary share capital or reserves of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or
otherwise) shall take place, or if our Company shall make a capital distribution or declaration of a special
dividend (whether in cash or in specie), then the Remuneration Committee may, in its sole discretion,
determine whether:
(a) the class and/or number of Shares which are the subject of an Award to the extent not yet vested;
and/or
(b) the class and/or number of Shares in respect of which future Awards may be granted under the
Restricted Share Plan, shall be adjusted and, if so, the manner in which such adjustment shall be
made.
Unless the Remuneration Committee considers an adjustment to be appropriate, the issue of securities as
consideration for an acquisition or a private placement of securities, or upon the exercise of any options or
conversion of any loan stock or any other securities convertible into Shares or subscription rights of any
warrants, or the cancellation of issued Shares purchased or acquired by us by way of a market purchase of
such Shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate
granted by our Shareholders (including any renewal of such mandate) is in force, shall not normally be
regarded as a circumstance requiring adjustment.
Modifications or alterations to the Restricted Share Plan
The Restricted Share Plan may be modified and/or altered from time to time by a resolution of the
Remuneration Committee, except that:
(a) no modification or alteration shall adversely affect the rights attached to any Award granted prior
to such modification or alteration except with the consent in writing of such number of
participants who have been granted Awards and who, if such Awards were released to them on the
applicable vesting dates relating to such Awards, would become entitled to not less than threequarters
in number of all the Shares which would fall to be vested upon release of all such
outstanding Awards on the relevant vesting dates applicable to all such outstanding Awards;
(b) no alteration shall be made to particular definitions and rules of Restricted Share Plan to the
advantage of the participants except with the prior approval of Shareholders in general meeting;
and
(c) no modification or alteration shall be made without the prior approval of the SGX-ST and such
other regulatory authorities as may be necessary.
Additionally, the Remuneration Committee may at any time by resolution (and without other formality,
save for the prior approval of the SGX-ST) amend or alter the Restricted Share Plan in any way to the extent
necessary, in the opinion of the Remuneration Committee, to cause the Restricted Share Plan to comply with
any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body
(including the SGX-ST).
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APPENDIX C
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION
FOR AND ACCEPTANCE OF THE OFFERING SHARES UNDER
THE SINGAPORE PUBLIC OFFER
Applications are invited for the purchase of the Offering Shares under the Singapore Public Offer (the
“Offer Shares”) at the Offering Price of S$1.30 per Offering Share on the terms and conditions set out below
and in the printed application form to be used for the purpose of the Offering and which forms part of this
Prospectus (the “Application Form”) or, as the case may be, the Electronic Applications (as defined below).
Investors applying for the Offer Shares by way of Application Forms or Electronic Applications are
required to pay the Offering Price of S$1.30 per Share, subject to a refund of the full amount or, as the case
may be, the balance of the application monies (in each case without interest or any share of revenue or other
benefit arising therefrom) where (i) an application is rejected or accepted in part only, or (ii) if the Offering
does not proceed for any reason.
1. Your application must be made in lots of 1,000 Offer Shares or integral multiples thereof. Your
application for any other number of Offer Shares will be rejected.
2. You may apply for the Offer Shares only during the period commencing at 5.00 p.m. on 24 November
2010 and expiring at 8.00 a.m. on 29 November 2010. The Singapore Public Offer period may be
extended or shortened to such date and/or time as the Company and the Vendor may, in consultation
with the Underwriters and Coordinator of the Singapore Public Offer, decide, subject to all applicable
laws and regulations and the rules of the SGX-ST.
3. Your application for the Offer Shares, may be made by way of the printed WHITE Application Forms
or by way of Automated Teller Machines (“ATMs”) belonging to each of DBS (including POSB),
Overseas-Chinese Banking Corporation Limited and United Overseas Bank Limited and its subsidiary,
Far Eastern Bank Limited (the “Participating Banks”) (“ATM Electronic Applications”) or the Internet
Banking (“IB”) websites of the relevant Participating Banks (“Internet Electronic Applications”).
Application for the Reserved Shares may only be made by way of the printed PINK Reserved Shares
Application Forms, or such other forms of application as the Underwriters and Coordinator of the
Singapore Public Offer deem appropriate.
4. You must be in Singapore at the time of making the application for the Singapore Public Offer.
5. You may use up to 35.0 per cent. of your CPF Investible Savings (“CPF Funds”) to apply for the
Offering Shares under the Public Offer. Approval has been obtained from the Central Provident
Fund Board (“CPF Board”) for the use of such CPF Funds pursuant to the Central Provident Fund
(Investment Schemes) Regulations, as may be amended from time to time, for the purchase of the
Offering Shares. You may also use up to 35.0 per cent. of your CPF Funds for the purchase of the
Offering Shares in the secondary market.
6. If you are using CPF Funds to apply for the Offering Shares, you must have a CPF Investment Account
maintained with the relevant Participating bank. You do not need to instruct the CPF Board to transfer
CPF Funds from your CPF Ordinary Account to your CPF Investment Account.
The use of CPF Funds to apply for the Offering Shares is further subject to the terms and conditions set
out in the section on “Terms and Conditions for Use of CPF Funds” on page C-16 of this Prospectus.
7. Only one (1) application may be made for the benefit of one (1) person for the Offer Shares (other than
the Reserved Shares) in his own name. Multiple applications for the Offer Shares (other than the
Reserved Shares) will be rejected, except in the case of applications by approved nominee companies
where each application is made on behalf of a different beneficiary.
You may not submit multiple applications for the Offer Shares via the Application Form, ATM
Electronic Application or Internet Electronic Application. A person who is submitting an
application for the Offer Shares (other than the Reserved Shares) by way of the Application Form
may not submit another application for the Offer Shares (other than the Reserved Shares) by way
of an ATM Electronic Application or Internet Electronic Application and vice versa.
A person, other than an approved nominee company, who is submitting an application for the
Offer Shares (other than the Reserved Shares) in his own name should not submit any other
applications for the Offer Shares (other than the Reserved Shares), whether on a printed
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Application Form or through an ATM Electronic Application or Internet Electronic Application,
for any other person. Such separate applications will be deemed to be multiple applications and
shall be rejected.
Joint or multiple applications for the Offer Shares (other than the Reserved Shares) shall be
rejected. Persons submitting or procuring submissions of multiple applications for the Offer
Shares (other than the Reserved Shares) may be deemed to have committed an offence under the
Penal Code, Chapter 224 of Singapore and the Securities and Futures Act, and such applications
may be referred to the relevant authorities for investigation. Multiple applications or those
appearing to be or suspected of being multiple applications (other than as provided herein) will be
liable to be rejected at our discretion.
8. Applications from any person under the age of 18 years, undischarged bankrupts, sole proprietorships,
partnerships, chops, non-corporate bodies or joint Securities Account holders of CDP will be rejected.
9. Multiple applications may be made in the case of applications by any person for (i) the Shares under the
International Offering (the “Placement Shares”) only, or (ii) the Placement Shares together with a single
application for the Offer Shares (other than the Reserved Shares).
Multiple applications may also be made by any person entitled to apply for the Reserved Shares, in
respect of a single application for the Reserved Shares and (i) a single application for the Offer Shares
(other than the Reserved Shares), or (ii) a single or multiple application(s) for the Placement Shares, or
(iii) both (i) and (ii).
10. Applications from any person whose addresses (furnished in their printed Application Forms or, in the
case of ATM Electronic Applications and Internet Electronic Applications, contained in the records of
the relevant Participating Bank, as the case may be) bear post office box numbers will be rejected. No
person acting or purporting to act on behalf of a deceased person is allowed to apply under the
Securities Account with CDP in the deceased’s name at the time of the application.
11. The existence of a trust will not be recognised. Any application by a trustee or trustees must be made in
his/her or their own name(s) and without qualification or, where the application is made by way of a
printed Application Form by a nominee, in the name(s) of an approved nominee company or approved
nominee companies after complying with paragraph 12 below.
12. Nominee applications may only be made by approved nominee companies. Approved nominee
companies are defined as banks, merchant banks, finance companies, insurance companies, licensed
securities dealers in Singapore and nominee companies controlled by them. Applications made by
nominees other than approved nominee companies will be rejected.
13. If you are not an approved nominee company, you must maintain a Securities Account with CDP
in your own name at the time of your application. If you do not have an existing Securities
Account with the CDP in your own name at the time of application, your application will be
rejected (if you apply by way of an Application Form) or you will not be able to complete your
application (if you apply by way of an Electronic Application). If you have an existing Securities
Account with CDP but fail to provide your CDP Securities Account number or provide an
incorrect CDP Securities Account number in your Application Form or in your Electronic
Application, as the case may be, your application is liable to be rejected.
14. Subject to paragraph 15 below, your application is liable to be rejected if your particulars such as name,
National Registration Identity Card (“NRIC”) or passport number or company registration number,
nationality and permanent residence status, and CDP Securities Account number provided in your
Application Form, or in the case of an Electronic Application, contained in the records of the relevant
Participating Bank at the time of your Electronic Application, as the case may be, differ from those
particulars in your Securities Account as maintained by CDP. If you have more than one (1) individual
direct Securities Account with the CDP, your application shall be rejected.
15. If your address as stated in the Application Form or, in the case of an Electronic Application,
contained in the records of the relevant Participating Bank, as the case may be, is different from the
address registered with CDP, you must inform CDP of your updated address promptly, failing which
the notification letter on successful allocation from CDP will be sent to your address last registered
with CDP.
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16. This Prospectus and its accompanying documents (including the Application Form) have not been
registered in any jurisdiction other than in Singapore. The distribution of this Prospectus and its
accompanying documents (including the Application Form) may be prohibited or restricted (either
absolutely or unless various securities requirements, whether legal or administrative, are complied with)
in certain jurisdictions under the relevant securities laws of those jurisdictions. Without limiting the
generality of the foregoing, neither this Prospectus (including its accompanying documents (including
the Application Form)) nor any copy thereof may be taken, transmitted, published or distributed, directly
or indirectly, in whole or in part, into or in the United States. Any failure to comply with this restriction
may constitute a violation of securities laws in the United States and in other jurisdictions.
This Prospectus and its accompanying documents (including the Application Form) are not an offer of,
or invitation by or on behalf of the Vendor to purchase, securities for sale in the United States nor are
they an offer or invitation by or on behalf of the Vendor to purchase securities in any jurisdiction in
which such offer is not authorised or to any person to whom it is unlawful to make such an offer or
invitation. The Offer Shares may not be offered or sold in the United States absent registration or an
exemption from registration under the Securities Act. The Company and the Vendor do not intend to
register any portion of the proposed Offering in the United States or conduct a public offering of
securities in the United States.
The Offer Shares have not been and will not be registered under the Securities Act and, subject to
certain exceptions, may not be offered or sold within the United States. The Offer Shares are being
offered outside the United States in reliance on Regulation S and within the United States to “qualified
institutional buyers” in reliance on Rule 144A under the Securities Act.
The Vendor reserves the right to reject any applications for Offer Shares where the Vendor
believes or has reason to believe that such applications may violate the securities laws or any
applicable legal or regulatory requirements of any jurisdiction.
No person in any jurisdiction outside Singapore receiving this Prospectus or its accompanying
documents (including the Application Form) may treat the same as an offer or invitation to purchase any
Offer Shares unless such an offer or invitation could lawfully be made without compliance with any
regulatory or legal requirements in those jurisdictions.
17. The Vendor reserves the right to reject any application which does not conform strictly to the
instructions set out in this Prospectus and the Application Form, in the ATM and IB websites of the
relevant Participating Banks, or with the terms and conditions of this Prospectus or, in the case of an
application by way of an Application Form, which is illegible, incomplete, incorrectly completed or
which is accompanied by an improperly drawn up or improper form of remittance.
18. The Vendor further reserves the right to treat as valid any applications not completed or submitted or
effected in all respects in accordance with the instructions set out in this Prospectus and the Application
Form and in the ATMs and IB websites of the relevant Participating Banks, and also to present for
payment or other processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
Without prejudice to the rights of the Company and the Vendor, the Underwriters, as agents of the
Vendor, have been authorised to accept, for and on behalf of the Vendor, such other forms of application
as the Underwriters may, in consultation with the Vendor, deem appropriate.
19. The Vendor reserves the right to reject or to accept, in whole or in part, or to scale down or to ballot,
any application, without assigning any reason therefor, and none of the Vendor and the Underwriters
will entertain any enquiry or correspondence on the decision of the Vendor. This right applies to
applications made by way of Application Forms and by way of Electronic Applications and by such
other forms of application as the Underwriters may, in consultation with the Vendor, deem appropriate.
In deciding the basis of allocation, the Vendor will give due consideration to the desirability of
allocating the Offer Shares to a reasonable number of applicants with a view to establishing an adequate
market for the Shares.
20. The Offering Shares may be reallocated between the International Offering and the Singapore Public
Offer in the event of excess applications in one or a deficit of applications in the other.
21. In the event that the Company lodges a supplementary or replacement prospectus (“Relevant
Document”) pursuant to the Securities and Futures Act or any applicable legislation in force from time
to time prior to the close of the Offering, and the Offer Shares have not been issued, the Company and
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the Vendor will (as required by law), at the sole and absolute discretion of the Company and the Vendor,
either:
(a) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of the
lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to
receive, a copy of the same and provide you with an option to withdraw your application and take
all reasonable steps to make available within a reasonable period the Relevant Document to you if
you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant
Document; or
(b) within seven (7) days of the lodgement of the Relevant Document give you a copy of the Relevant
Document and provide you with an option to withdraw your application; or
(c) deem your application as withdrawn and cancelled and refund your application monies (without
interest or any share of revenue or other benefit arising therefrom) to you within seven (7) days
from the lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 19(a) and 19(b) above to withdraw
his application shall, within 14 days from the date of lodgement of the Relevant Document, notify us
whereupon the Vendor shall, within seven (7) days from the receipt of such notification, return all
monies in respect of such application (without interest or any share of revenue or other benefit arising
therefrom).
In the event that the Offer Shares have already been transferred at the time of the lodgement of the
Relevant Document but trading has not commenced, the Company will (as required by law), at the sole
and absolute discretion of the Company and the Vendor, either:
(i) within two (2) days (excluding Saturday, Sunday or public holiday) from the date of the lodgement
of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a
copy of the same and provide you with an option to return to the Company the Offer Shares which
you do not wish to retain title in and take all reasonable steps to make available within a reasonable
period the Relevant Document to you if you have indicated that you wish to obtain, or have
arranged to receive, a copy of the Relevant Document; or
(ii) within seven (7) days from the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to return the Offer Shares which you do not
wish to retain title in; or
(iii) deem the issue of the Offer Shares as void and refund your payment for the Offer Shares (without
interest or any share of revenue or other benefit arising therefrom) within seven (7) days from the
lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 19(i) and 19(ii) above to return the
Offer Shares issued to him shall, within 14 days from the date of lodgement of the Relevant Document,
notify us of this and return all documents, if any, purporting to be evidence of title of those Offer
Shares, whereupon the Company and the Vendor shall, subject to compliance with applicable laws and
the Articles of Association of the Company, within seven (7) days from the receipt of such notification
and documents, pay to him all monies paid by him for the Offer Shares without interest or any share of
revenue or other benefit arising therefrom and at his own risk, and the Offer Shares issued to him shall
be deemed to be void.
Additional terms and instructions applicable upon the lodgement of the Relevant Document, including
instructions on how you can exercise the option to withdraw, may be found in such Relevant Document.
22. Share certificates will be registered in the name of CDP or its nominee and will be forwarded only to
CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close
of the Singapore Public Offer, and subject to the submission of valid applications and payment for the
Offering Shares, a statement of account stating that your Securities Account has been credited with the
number of Offer Shares allocated to you. This will be the only acknowledgement of application monies
received and is not an acknowledgement by the Company and the Vendor. You irrevocably authorise
CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or
other documents required for the issue or transfer of the Offer Shares allocated to you. This
authorisation applies to applications made both by way of Application Forms and by way of Electronic
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Applications and such other forms of application as the Underwriters may in consultation with the
Vendor, deem appropriate.
23. You irrevocably authorise CDP to disclose the outcome of your application, including the number of
Offer Shares allocated to you pursuant to your application, to the Company, the Vendor and the
Underwriters and any other parties so authorised by the Vendor and the Underwriters.
24. Any reference to “you” or the “Applicant” in this section shall include a person, a corporation, an
approved nominee company and trustee applying for the Offer Shares by way of an Application Form or
by way of Electronic Application or such other forms of application as the Underwriters may in
consultation with the Vendor, deem appropriate.
25. By completing and delivering an Application Form and, in the case of an ATM Electronic Application,
by pressing the “Enter” or “OK” or “Confirm” or “Yes” key or any other relevant key on the ATM or, in
the case of an Internet Electronic Application, by clicking “Submit” or “Continue” or “Yes” or
“Confirm” or any other relevant button on the IB website screen in accordance with the provisions
herein, you:
(a) irrevocably agree and undertake to subscribe for and/or purchase the number of Offer Shares
specified in your application (or such smaller number for which the application is accepted) at the
Offering Price for each Offer Share and agree that you will accept such number of Offer Shares as
may be allocated to you, in each case on the terms of, and subject to the conditions set out in, this
Prospectus and the Articles of Association of the Company;
(b) agree that, in the event of any inconsistency between the terms and conditions for application set
out in this Prospectus and the Application Form and those set out in the IB websites or ATMs of
the Participating Banks, the terms and conditions set out in this Prospectus shall prevail;
(c) in the case of an application under the Singapore Public Offer by way of an Application Form, an
ATM Electronic Application or Internet Electronic Application, agree that the aggregate Offering
Price for the Offer Shares applied for is due and payable to the Company and the Vendor upon
application;
(d) agree that the aggregate Offering Price for the Offer Shares allocated to you is due and payable to
the Company and the Vendor upon price determination and allocation date;
(e) warrant the truth and accuracy of the information contained, and representations and declarations
made, in your application, and acknowledge and agree that such information, representations and
declarations will be relied on by the Vendor in determining whether to accept your application and
whether to allocate any Offer Shares to you;
(f) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your
application, you have complied with all such laws and none of the Company, the Vendor or the
Underwriters, will infringe any such laws as a result of the acceptance of your application;
(g) agree and confirm that you are outside the United States; and
(h) understand that the Offer Shares have not been and will not be registered under the Securities Act
or the securities laws of any state of the United States and may not be offered or sold in the United
States except pursuant to an exemption from or in a transaction subject to the registration
requirements of the Securities Act and applicable state securities laws. There will be no public offer
of the Offer Shares in the United States. Any failure to comply with this restriction may constitute
a violation of the United States securities laws.
26. Acceptance of applications will be conditional upon, inter alia, the Company and the Vendor being
satisfied that:
(a) permission has been granted by the SGX-ST to deal in and for the quotation of all the issued
Shares (including the Offering Shares and the Additional Shares), and the new Shares to be issued
pursuant to the grant of awards under the Share Plans on the Main Board of the SGX-ST;
(b) the Purchase Agreement and the Offer Agreement, referred to in the section on “Plan of
Distribution” in this Prospectus, have become unconditional and have not been terminated; and
(c) the Authority has not served a stop order which directs that no or no further shares to which this
Prospectus relates be sold (“Stop Order”).
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27. In the event that a Stop Order in respect of the Offer Shares is served by the Authority or other
competent authority, and if the Offer Shares have already been transferred to applicants but trading has
not commenced, the issue will (as required by law) be deemed void and the Vendor shall, subject to
compliance with applicable laws and the Articles of Association of the Company, refund your payment
for the Offer Shares (without interest or any share of revenue or other benefit arising therefrom and
without any right or claim against the Company, the Vendor, the Underwriters or the Coordinator of the
Singapore Public Offer) to you within 14 days from the date of the Stop Order.
This shall not apply where only an interim Stop Order has been served.
28. In the event that an interim Stop Order in respect of the Shares is served by the Authority or other
competent authority, no Offer Shares shall be issued to you until the Authority revokes the interim Stop
Order.
29. The Authority is not able to serve a Stop Order in respect of the Offering Shares if the Offering Shares
have been issued and listed on the SGX-ST and trading in them has commenced.
30. Additional terms and conditions for applications by way of Application Forms are set out in the section
entitled “Additional Terms and Conditions for Applications for Offer Shares using Printed Application
Forms” on pages C-6 to C-8 of this Prospectus.
31. Additional terms and conditions for applications by way of Electronic Applications are set out in the
section entitled “Additional Terms and Conditions for Electronic Applications” on pages C-10 to C-14
of this Prospectus.
32. No application will be held in reserve.
33. This Prospectus is dated 24 November 2010. No Offer Shares will be allocated on the basis of this
Prospectus later than six (6) months after the date of this Prospectus.
34. In the event of any changes in the closing date of the Singapore Public Offer or the time period during
which the Singapore Public Offer is opened, the Company will publicly announce the same through a
SGXNET announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com or
through a paid advertisement in one or more major Singapore newspapers.
Additional Terms and Conditions for Applications using Printed Application Forms
Applications by way of an Application Form shall be made on, and subject to the terms and conditions of this
Prospectus, including but not limited to the terms and conditions set out below, as well as those set out under
the section on “Terms, Conditions and Procedures for Application for and Acceptance of the Offer Shares
under the Singapore Public Offer” in this Prospectus as well as the Articles of Association of the Company.
(1) Applications for the Offer Shares must be made using the printed WHITE Application Forms and
printed WHITE official envelopes “A” and “B”, accompanying and forming part of this Prospectus.
Applications for the Reserved Shares must be made using the printed PINK Reserved Shares
Application Forms, or such other forms of application as the Underwriters and Coordinator of the
Singapore Public Offer deem appropriate.
Without prejudice to the rights of the Company and the Vendor, the Underwriters, as agents of the
Vendor, have been authorised to accept, for and on behalf of the Vendor, such other forms of
application, as the Underwriters may (in consultation with the Vendor) deem appropriate.
Your attention is drawn to the detailed instructions contained in the Application Form and this
Prospectus for the completion of the Application Form, which must be carefully followed. The Vendor
reserve the right to reject applications which do not conform strictly to the instructions set out in
the Application Form and this Prospectus or which are illegible, incomplete, incorrectly completed
or which are accompanied by improperly drawn remittances or improper forms of remittances.
(2) You must complete your Application Form in English. Please type or write clearly in ink using BLOCK
LETTERS.
(3) You must complete all spaces in your Application Form except those under the heading “FOR
OFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in any
space that is not applicable.
C-6

(4) Individuals, corporations, approved nominee companies and trustees must give their names in full. If you
are an individual, you must make your application using your full name as it appears on your NRIC (if
you have such an identification document) or in your passport and, in the case of a corporation, in your
full name as registered with a competent authority. If you are not an individual, you must complete the
Application Form under the hand of an official who must state the name and capacity in which he signs
the Application Form. If you are a corporation completing the Application Form, you are required to
affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or
equivalent constitutive documents of the corporation. If you are a corporate applicant and your
application is successful, a copy of your Memorandum and Articles of Association or equivalent
constitutive documents must be lodged with the Registrar of the Company. The Vendor reserves the right
to require you to produce documentary proof of identification for verification purposes.
(5) (a) You must complete Sections A and B and sign page 1 of the Application Form.
(b) You are required to delete either paragraphs 7(a) or 7(b) on page 1 of the Application Form. Where
paragraph 7(a) is deleted, you must also complete Section C of the Application Form with
particulars of the beneficial owner(s).
(c) If you fail to make the required deletion in paragraphs 7(a) or 7(b), as the case may be, on page 1
of the Application Form, your application is liable to be rejected.
(6) You (whether an individual or corporate applicant, whether incorporated or unincorporated and wherever
incorporated or constituted) will be required to declare whether you are a citizen or permanent resident
of Singapore or a corporation in which citizens or permanent residents of Singapore or any body
corporate constituted under any statute of Singapore have an interest in the aggregate of more than
50.0% of the issued share capital of or interests in such corporation. If you are an approved nominee
company, you are required to declare whether the beneficial owner of the Offer Shares is a citizen or
permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever
incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate
incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than
50.0% of the issued share capital of or interests in such corporation.
(7) You may apply and make payment for the Offering Shares in Singapore currency in the following
manner:
(a) Cash only – You may apply and make payment for the Offer Shares using only cash. Each
application must be accompanied by a cash remittance in Singapore currency for the full amount
payable at the Offering Price of S$1.30 for each Share, in respect of the number of Offer Shares
applied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bank in
Singapore, made out in favour of “AMTEK SHARE ISSUE ACCOUNT” crossed “A/C PAYEE
ONLY” with your name, CDP Securities Account number and address written clearly on the
reverse side. Applications not accompanied by any payment or accompanied by any other form of
payment will not be accepted. No combined Banker’s Draft or Cashier’s Order for different CDP
Securities Accounts shall be accepted. Remittances bearing “Not Transferable” or “Non-
Transferable” crossings will be rejected.
(b) CPF Funds only – You may apply for the Offering Shares using only CPF Funds. Each
application must be accompanied by a remittance in Singapore currency for the full amount
payable at the Offering Price of S$1.30 of each Share, in respect of the number of shares applied
for. The remittance must be in the form of a CPF CASHIER’S ORDER (available for purchase at
the CPF approved bank with which the applicant maintains his CPF Investment Account), made
out in favour of “AMTEK SHARE ISSUE ACCOUNT” with your name, Securities Account
number and address written clearly on the reverse side. Applications not accompanied by any
payment or accompanied by any other form of payment will not be accepted. For additional terms
and conditions governing the use of CPF Funds, please refer to page C-16 of this Prospectus.
(c) Cash and CPF Funds – You may apply for the Offering Shares using a combination of cash and
CPF Funds, PROVIDED THAT the number of Offering Shares applied for under each payment
method is in lots of 1,000 Offering Shares or integral multiples thereof. Such applications must
comply with the requirements for applications by cash and by CPF Funds as set out in the
preceding paragraphs. In the event that applications for the Offering shares are accepted in part
only, the cash portion of the applications monies will be used in respect of such applications
before the CPF Funds are used.
C-7

An applicant applying for 1,000 Offering Shares must use either cash only or CPF Funds only.
No acknowledgement of receipt will be issued for applications and application monies received.
(8) Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any
share of revenue or other benefit arising therefrom) to you by ordinary post, in the event of
oversubscription for the Offer Shares, within 24 hours of the balloting (or such shorter period as the
SGX-ST may require), at your own risk. Where your application is rejected or accepted in part only, the
full amount or the balance of the application monies, as the case may be, will be refunded (without
interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own
risk within 14 Market Days after the close of the Singapore Public Offer, PROVIDED THAT the
remittance accompanying such application which has been presented for payment or other processes has
been honoured and the application monies received in the designated share issue account. If the Offering
does not proceed for any reason, the full amount of application monies (without interest or any share of
revenue or other benefit arising therefrom) will be returned to you by ordinary post at your own risk,
within five (5) Market Days after the Offering is discontinued.
(9) Capitalised terms used in the Application Form and defined in this Prospectus shall bear the meanings
assigned to them in this Prospectus.
(10) By completing and delivering the Application Form, you agree that:
(a) in consideration of the Vendor having distributed the Application Form to you and by completing
and delivering the Application Form before the close of the Singapore Public Offer:
(i) your application is irrevocable;
(ii) your remittance will be honoured on first presentation and that any monies returnable may
be held pending clearance of your payment without interest or any share of revenue or other
benefit arising therefrom; and
(iii) you represent and agree that you are outside the U.S.;
(b) all applications, acceptances or contracts resulting therefrom under the Singapore Public Offer
shall be governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(c) in respect of the Offer Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of the
Vendor and not otherwise, notwithstanding any remittance being presented for payment by or on
behalf of the Vendor;
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time
after acceptance of your application;
(e) reliance is placed solely on information contained in this Prospectus and none of the Company,
the Vendor and the Underwriters or any other person involved in the Offering shall have any
liability for any information not contained therein;
(f) you consent to the disclosure of your name, NRIC/passport number or company registration
number, address, nationality, permanent resident status, Securities Account number, and Share
application amount to our Registrar, CDP, Securities Clearing Computer Services (Pte) Ltd
(“SCCS”), SGX-ST, the Company, the Vendor and the Underwriters and Coordinator of the
Singapore Public Offer (the “Relevant Parties”);
(g) you irrevocably agree and undertake to subscribe for and/or purchase the number of Offer Shares
applied for as stated in the Application Form or any smaller number of such Offer Shares that
may be allocated to you in respect of your application. In the event that the Vendor decide to
allocate any smaller number of Offer Shares or not to allocate any Offer Shares to you, you agree
to accept such decision as final; and
(h) you irrevocably authorise CDP to complete and sign on your behalf as transferee or renounce any
instrument of transfer and other documents required for the transfer of the Offering Shares that
may be allocated to you.
C-8

Procedures Relating to Applications for the Offer Shares by Way of Printed Application Forms
(1) Your application for the Offer Shares by way of printed Application Forms must be made using the
WHITE Application Form and WHITE official envelopes “A” and “B”.
(2) You must:
(a) enclose the WHITE Application Form, duly completed and signed, together with correct
remittance for the full amount payable at the Offering Price in Singapore currency in accordance
with the terms and conditions of this Prospectus and the WHITE Application Form, in the
WHITE official envelope “A” provided;
(b) in appropriate spaces on the WHITE official envelope “A”:
(i) write your name and address;
(ii) state the number of Offer Shares applied for;
(iii) tick the relevant box to indicate form of payment; and
(iv) affix adequate Singapore postage;
(c) SEAL THE WHITE OFFICIAL ENVELOPE “A”;
(d) write, in the special box provided on the larger WHITE official envelope “B” addressed to
Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01 Singapore Land
Tower Singapore 048623, the number of Offer Shares you have applied for;
(e) insert the WHITE official envelope “A” into the WHITE official envelope “B” and seal the
WHITE OFFICIAL ENVELOPE “B”; and
(f) affix adequate Singapore postage on the WHITE official envelope “B” (if dispatching by ordinary
post) and thereafter DESPATCHED BY ORDINARY POST OR DELIVER BY HAND the
documents at your own risk to Boardroom Corporate & Advisory Services Pte. Ltd.,
50 Raffles Place #32-01 Singapore Land Tower Singapore 048623, so as to arrive by 8.00 a.m.
on 29 November 2010 or such other date(s) and time(s) as the Vendor may, in consultation with
the Underwriters, agree. Courier services or Registered Post must NOT be used.
(3) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation are liable to be rejected.
(4) ONLY ONE (1) APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued for any application or remittance received.
Procedures Relating to Applications for the Reserved Shares by Way of Printed Application Form
(1) Your application for the Reserved Shares MUST be made using the PINK Reserved Shares Application
Forms.
(2) The completed and signed PINK Reserved Shares Application Form and your remittance, in accordance
with the terms and conditions of the Prospectus and its accompanying documents (including the
Instructions), for the full amount payable in respect of the number of Reserved Shares applied for, with
your name, CDP Securities Account number and address written clearly on the reverse side, must be
enclosed and sealed in an envelope to be provided by you. You must affix adequate Singapore postage
on the envelope (if dispatching by ordinary post) and thereafter the sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to
Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land
Tower, Singapore 048623 to arrive by 8.00 a.m. on 29 November 2010, or such other time or date as
the Vendor may, in consultation with the Underwriters, decide. Courier services or Registered Post
must NOT be used. No acknowledgement of receipt will be issued for any application or remittance
received.
(3) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
(4) ONLY ONE APPLICATION should be enclosed in each envelope.
C-9

(5) You may apply for the Reserved Shares using only cash, using only CPF Funds or using a
combination of cash and CPF Funds, provided that the number of Reserved Shares applied for
under each payment method is in lots of 1,000 Reserved Shares or integral multiples thereof. If
you are applying for 1,000 Reserved Shares only, you must use either cash only or CPF Funds
only, but not a combination of cash and CPF Funds. For more details, please refer to paragraph 7 of
the section entitled “Additional Terms and Conditions for Applications using Printed Application Forms”
on page C-6 of these Instructions.
Additional Terms and Conditions for Electronic Applications
(1) The procedures for Electronic Applications are set out on the ATM screens of the relevant Participating
Banks (in the case of ATM Electronic Applications) and the IB website screens of the relevant
Participating Banks (in the case of Internet Electronic Applications). Currently, DBS and the UOB
Group are the only Participating Banks through which Internet Electronic Applications may be made.
(2) The actions that you must take at the ATMs or the IB websites of the other Participating Banks are set
out on the ATM screens or the IB website screens of the respective Participating Banks. Please read
carefully the terms and conditions of this Prospectus and the terms and conditions for Electronic
Applications set out below before making an Electronic Application.
(3) Any reference to “you” or the “Applicant” in these Additional Terms and Conditions for Electronic
Applications shall refer to you making an application for Offer Shares through an ATM of one (1) of the
relevant Participating Banks or the IB website of a relevant Participating Bank.
(4) Application for the Offer Shares by way of Electronic Applications may incur an administrative fee or
such related charges as stipulated by the Participating Banks from time to time.
(5) If you are making an ATM Electronic Application:
(a) You must have an existing bank account with and be an ATM cardholder of one (1) of the
Participating Banks. An ATM card issued by one (1) Participating Bank cannot be used to apply
for Offer Shares at an ATM belonging to other Participating Banks.
(b) You must ensure that you enter your own Securities Account number when using the ATM
card issued to you in your own name. If you fail to use your own ATM card or do not key in
your own Securities Account number, your application will be rejected. If you operate a joint bank
account with any of the Participating Banks, you must ensure that you enter your own Securities
Account number when using the ATM card issued to you in your own name. Using your own
Securities Account number with an ATM card which is not issued to you in your own name will
render your Electronic Application liable to be rejected.
(c) Upon the completion of your ATM Electronic Application, you will receive an ATM transaction
slip (“Transaction Record”), confirming the details of your ATM Electronic Application. The
Transaction Record is for your retention and should not be submitted with any printed Application
Form.
(6) If you are making an Internet Electronic Application:
(a) You must have an existing bank account with, and a User Identification (“User ID”) as well as a
Personal Identification Number (“PIN”) given by, the relevant Participating Bank.
(b) You must ensure that the mailing address of your account selected for the application is in
Singapore and you must declare that the application is being made in Singapore. Otherwise, your
application is liable to be rejected. In connection with this, you will be asked to declare that you
are in Singapore at the time you make the application.
(c) Upon the completion of your Internet Electronic Application through the IB website of the
relevant Participating Bank, there will be an on-screen confirmation (“Confirmation Screen”) of
the application which can be printed out by you for your record. This printed record of the
Confirmation Screen is for your retention and should not be submitted with any printed
Application Form.
C-10

(7) In connection with your Electronic Application for Offer Shares, you are required to confirm statements
to the following effect in the course of activating the Electronic Application:
(a) that you have received a copy of this Prospectus (in the case of ATM Electronic Applications) and
have read, understood and agreed to all the terms and conditions of application for the Offer
Shares and this Prospectus prior to effecting the Electronic Application and agree to be bound by
the same;
(b) that you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number and Share application amount (the
“Relevant Particulars”) from your account with the relevant Participating Bank to the Relevant
Parties; and
(c) where you are applying for the Offer Shares, that this is your only application for the Offer Shares
and it is made in your name and at your own risk.
Your application will not be successfully completed and cannot be recorded as a completed transaction
unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in the ATM or
click “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the
website screen. By doing so, you shall be treated as signifying your confirmation of each of the three
(3) statements above. In respect of statement 7(b) above, your confirmation, by pressing the “Enter” or
“OK” or “Confirm” or “Yes” or any other relevant key in the ATM or click “Confirm” or “OK” or
“Submit” or “Continue” or “Yes” or any other relevant button, shall signify and shall be treated as your
written permission, given in accordance with the relevant laws of Singapore, including Section 47(2) of
the Banking Act, Chapter 19 of Singapore, to the disclosure by that Participating Bank of the Relevant
Particulars of your account(s) with that Participating Bank to the Relevant Parties.
(8) By making an Electronic Application, you confirm that you are not applying for the Offer Shares
as a nominee of any other person and that any Electronic Application that you make is the only
application made by you as the beneficial owner. You should make only one (1) Electronic
Application for Offer Shares and may not make any other application for Offer Shares, whether at
the ATMs or the IB websites of any Participating Bank or on the Application Forms. If you have
made an application for Offer Shares on an Application Form, you shall not make an Electronic
Application for Offer Shares and vice versa.
(9) You must have sufficient funds in your bank account with your Participating Bank at the time you make
your ATM Electronic Application or Internet Electronic Application, failing which such Electronic
Application will not be completed. Any ATM Electronic Application or Internet Electronic Application
which does not conform strictly to the instructions set out in this Prospectus or on the screens of the
ATMs or on the IB website of the relevant Participating Bank, as the case may be, through which your
ATM Electronic Application or Internet Electronic Application is being made shall be rejected.
(10) You may apply and make payment for your application for the Offer Shares in Singapore currency in
the following manner:
(a) Cash only – You may apply for the Offer Shares through any ATM or IB website (as the case
may be) of your Participating Bank by authorising your Participating Bank to deduct the full
amount payable from your bank account(s) with such Participating Bank.
(b) CPF Funds only – You may apply for the Offer Shares through any ATM or IB website (as the
case may be) of your Participating Bank using only CPF Funds by authorising your Participating
Bank to deduct the full amount payable from your CPF Investment Account with the respective
Participating Bank. For additional terms and conditions governing the use of CPF Funds, please
refer to page C-16 of this Prospectus.
(c) Cash and CPF Funds – You may apply for the Offer Shares through any ATM or IB website (as
the case may be) of your Participating Bank using a combination of cash and CPF Funds,
PROVIDED THAT the number of Offer Shares applied for under each payment method is in lots
of 1,000 Offer Shares or integral multiples thereof. Such applications must comply with the
requirements for applications by cash and by CPF Funds as set out in the preceding paragraphs. In
the event that such applications are accepted in part only, the cash portion of the application
monies will be used in respect of such applications before the CPF Funds are used.
An applicant applying for 1,000 Offer Shares must use either cash only or CPF Funds only.
C-11

(11) You irrevocably agree and undertake to purchase and to accept the number of Offer Shares applied for
as stated on the Transaction Record or the Confirmation Screen or any lesser number of such Offer
Shares that may be allocated to you in respect of your Electronic Application. In the event that the
Vendor decide to allocate any lesser number of such Offer Shares or not to allocate any Offer Shares to
you, you agree to accept such decision as final. If your Electronic Application is successful, your
confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other
relevant key in the ATM or click “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other
relevant button on the Internet screen) of the number of Offer Shares applied for shall signify and shall
be treated as your acceptance of the number of Offer Shares that may be allocated to you.
(12) The Company and the Vendor will not keep any application in reserve. Where your Electronic
Application is unsuccessful, the full amount of the application monies will be returned (without interest
or any share of revenue or other benefit arising therefrom) to you by being automatically credited to
your account with your Participating Bank, within 24 hours of the balloting (or such shorter period as
the SGX-ST may require) provided that the remittance in respect of such application which has been
presented for payment or other processes has been honoured and the application monies received in the
designated share issue account.
Where your Electronic Application is rejected or accepted in part only, the balance of the
application monies, as the case may be, will be returned (without interest or any share of revenue
or other benefit arising therefrom) to you by being automatically credited to your account with
your Participating Bank, within 14 Market Days after the close of the Singapore Public Offer
provided that the remittance in respect of such application which has been presented for payment
or other processes has been honoured and the application monies received in the designated share
issue account.
If the Offering does not proceed for any reason, the full amount of application monies (without interest
or any share of revenue or other benefit arising therefrom) will be returned to you within three Market
Days after the Offering is discontinued.
Responsibility for timely refund of application monies (whether from unsuccessful or partially successful
Electronic Applications or otherwise) lies solely with the respective Participating Banks. Therefore, you
are strongly advised to consult your Participating Bank as to the status of your Electronic Application or
the refund of any money to you from an unsuccessful or partially successful Electronic Application, to
determine the exact number of Offer Shares, if any, allocated to you before trading the Shares on the
SGX-ST. None of the SGX-ST, CDP, SCCS, the Participating Banks, the Company, the Vendor and the
Underwriters assume any responsibility for any loss that may be incurred as a result of you having to
cover any net sell positions or from buy-in procedures activated by the SGX-ST.
(13) If your ATM Electronic Application or Internet Electronic Application is unsuccessful, no notification
will be sent by the relevant Participating Bank.
Applicants who make ATM Electronic Applications through the ATMs of the following Participating
Banks may check the provisional results of their ATM Electronic Applications as follows:
Bank Telephone Other Channels
DBS
(including POSB)
Oversea-Chinese
Banking Corporation
Limited (“OCBC”)
United Overseas
Bank Limited and its
subsidiary, Far Eastern
Bank Limited (“UOB
Group”)
1800 339 6666 (for
POSB account holders)
1800 111 1111
(for DBS account
holders)
IB
http://www.dbs.com (1)
1800 363 3333 ATM/IB
http://www.ocbc.com (2)
1800 222 2121 ATM /IB
http://www.uobgroup.com (1)(3)
Operating
Hours
Service
expected from
24 hours a day Evening of the
balloting day
24 hours a day Evening of the
balloting day
24 hours a day Evening of the
balloting day
(1) Applicants who have made Internet Electronic Applications through the IB websites of DBS or UOB Group may also check the
results of their applications through the same channels listed in the table above in relation to ATM Electronic Applications made at
the ATMs of DBS or UOB Group.
C-12

(2) Applicants who have made Electronic Applications through the ATMs of OCBC Bank may check the results of their applications
through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking services.
(3) Applicants who have made Electronic Applications through the ATMs or the IB website of UOB Group may check the results of
their applications through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services.
(14) ATM Electronic Applications shall close at 8.00 a.m. on 29 November 2010 or such other date(s)
and time(s) as the Vendor may, in consultation with the Underwriters and the Coordinator of the
Singapore Public Offer, agree. All Internet Electronic Applications must be received by 8.00 a.m.
on 29 November 2010, or such other date(s) and time(s) as the Vendor may, in consultation with
the Underwriters and the Coordinator of the Singapore Public Offer, agree. Internet Electronic
Applications are deemed to be received when they enter the designated information system of the
relevant Participating Bank.
(15) You are deemed to have irrevocably requested and authorised the Company and the Vendor to:
(a) register the Offer Shares, as the case may be, allocated to you in the name of CDP for deposit into
your Securities Account;
(b) send the relevant share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application monies, should your Electronic Application be rejected by
automatically crediting your bank account with your Participating Bank, with the relevant amount
within 24 hours (or such shorter or longer period as the SGX-ST may require) after balloting, or
within three (3) Market Days if the Singapore Public Offer does not proceed for any reason, after
the close or discontinuation (as the case may be) of the Singapore Public Offer, PROVIDED
THAT the remittance in respect of such application which has been presented for payment or such
other processes has been honoured and application monies received in the designated share issue
account; and
(d) return or refund (without interest or any share of revenue or other benefit arising therefrom) the
balance of the application monies, should your Electronic Application be accepted in full or in
part only, by automatically crediting your bank account with your Participating Bank, at your own
risk, with the relevant amount within 14 Market Days after the close of the Singapore Public
Offer, PROVIDED THAT the remittance in respect of such application which has been presented
for payment or such other processes has been honoured and application monies received in the
designated share issue account.
(16) You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical,
electronic, technical and computer-related faults and breakdown, fires, acts of God and other events
beyond the control of the Participating Banks, the Company, the Vendor or the Underwriters, and if, in
any such event the Vendor, the Underwriters or the relevant Participating Bank do not receive your
Electronic Application, or any data relating to your Electronic Application or the tape or any other
devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially
for whatever reason, you shall be deemed not to have made an Electronic Application and you shall
have no claim whatsoever against the Company, the Vendor, the Underwriters or the relevant
Participating Bank for any Offer Shares applied for or for any compensation, loss or damage.
(17) The existence of a trust will not be recognised. Any Electronic Application by a trustee must be made in
his own name and without qualification. The Vendor shall reject any application by any person acting as
nominee (other than approved nominee companies).
(18) All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant Parties
shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after
making your Electronic Application, you must promptly notify your Participating Bank.
(19) You should ensure that your personal particulars as recorded by both CDP and the relevant Participating
Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You
should promptly inform CDP of any change in address, failing which the notification letter on successful
allocation will be sent to your address last registered with CDP.
C-13

(20) By making and completing an Electronic Application, you are deemed to have agreed that:
(a) in consideration of the Vendor making available the Electronic Application facility, through the
Participating Banks acting as agents of the Vendor, at the ATMs and IB websites of the relevant
Participating Banks:
(i) your Electronic Application is irrevocable;
(ii) your Electronic Application, the acceptance by the Vendor and the contract resulting
therefrom under the Singapore Public Offer shall be governed by and construed in
accordance with the laws of Singapore and you irrevocably submit to the non-exclusive
jurisdiction of the Singapore courts; and
(iii) you represent and agree that you are outside the U.S.;
(b) none of CDP, the Company, the Vendor, the Underwriters and the Participating Banks shall be
liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or
delivery of data relating to your Electronic Application due to breakdowns or failure of
transmission, delivery or communication facilities or any risks referred to in paragraph (16) above
or to any cause beyond their respective controls;
(c) in respect of the Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be constituted by
written notification by or on behalf of the Vendor and not otherwise, notwithstanding any payment
received by or on behalf of the Vendor;
(d) you will not be entitled to exercise any remedy for rescission for misrepresentation at any time
after acceptance of your application; and
(e) reliance is placed solely on information contained in this Prospectus and that none of the
Company, the Vendor, the Underwriters and any other person involved in the Offering shall have
any liability for any information not contained therein.
Steps for ATM Electronic Applications for Offer Shares through ATMs of DBS (including POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the respective Participating
Bank. For illustration purposes, the steps for making an ATM Electronic Application through a DBS or POSB
ATM are shown below. Certain words appearing on the screen are in abbreviated form (“A/C”, “amt”, “appln”,
“&”, “I/C”, “No.”, “SGX” and “Max” refer to “Account”, “amount”, “application”, “and”, “NRIC”,
“Number”, “SGX-ST” and “Maximum”, respectively). Instructions for ATM Electronic Applications on the
ATM screens of Participating Banks (other than DBS (including POSB)), may differ slightly from those
represented below.
Step 1 : Insert your personal DBS or POSB ATM Card.
2 : Enter your Personal Identification Number.
3 : Select “MORE SERVICES”.
4 : Select language (for customers using multi-language card).
5 : Select “ESA-IPO SHARE/SGS/INVESTMENTS”.
6 : Select “ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/SECURITIES)”.
7 : Read and understand the following statements which will appear on the screen:
(In the case of a securities offering that is subject to a Prospectus/Offer Information
Statement/Document/Profile Statement lodged with and/or registered by the Monetary
Authority of Singapore or, as the case may be, the Singapore Exchange Securities Trading
Limited) the offer of securities (or units of securities) will be made in, or accompanied by a
copy of the Prospectus/Offer Information Statement/Document/Profile Statement (and if
applicable, a copy of the replacement or supplementary Prospectus/Offer Information
Statement/Document/ Profile Statement) which can be obtained from the issue manager and
where applicable, DBS/POSB branches in Singapore and the various participating banks
during banking hours, subject to availability.
(In the case of a securities offering that is subject to a Prospectus/Offer Information
Statement/Document/Profile Statement lodged with and/or registered by the Monetary
Authority of Singapore or the Singapore Exchange Securities Trading Limited) anyone
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wishing to acquire these securities (or units of securities) should read the Prospectus/Offer
Information Statement/Document/Profile Statement (as supplemented or replaced, if
applicable) before submitting his application which will need to be made in the manner set
out in the Prospectus/Offer Information Statement/Document/Profile Statement (as
supplemented or replaced, if applicable). A copy of the Prospectus/Offer Information
Statement/Document/Profile Statement, and if applicable, a copy of the replacement or
supplementary Prospectus/Offer Information Statement/Document/Profile Statement has been
lodged with and/or registered by the Monetary Authority of Singapore or, as the case may be,
the Singapore Exchange Securities Trading Limited, which takes no responsibility for its or
their contents.
(In the case of a securities offering that does not require a Prospectus/Offer Information
Statement/Document/Profile Statement to be lodged with and/or registered by the Monetary
Authority of Singapore or the Singapore Exchange Securities Trading Limited) the offer of
securities (or units of securities) may be made in a notice published in a newspaper and/or a
Circular/Document distributed to security holders. Anyone wishing to acquire such securities
(or units of securities) should read the notice/Circular/Document before submitting his
application, which will need to be made in the manner set out in the notice/Circular/
Document.
Press the “ENTER” key to confirm that you have read and understood
8 : Select “AMTEK” to display details.
9 : Press the “ENTER” key to confirm:
You have read, understood and agreed to all the terms of application and (where applicable)
the Prospectus/Offer Information Statement/Document/Profile Statement, replacement or
supplementary Prospectus/Offer Information Statement/Document/Profile Statement and/or
notice/Circular.
You consent to disclose your name, NRIC/passport number, address, nationality, CDP
securities account number, CPF investment account number and application details to
registrars of securities of the issuer, SGX, SCCS, CDP, CPF, issuer/vendor(s) and issue
manager(s).
This application is made in your own name and at your own risk.
For fixed and maximum price securities application, this is your only application and it is
made in your own name and at your own risk.
The maximum price for each share is payable in full on application and subject to refund if
the final price is lower.
For tender security applications, this is your only application at the selected tender price and
it is made in your own name and at your own risk.
You are not a U.S. person as referred to in (where applicable) the Prospectus/Offer
Information Statement/Document/Profile Statement, replacement or supplementary
Prospectus/Offer Information Statement/Document/Profile Statement and/or notice/Circular.
There may be a limit on the maximum number of securities that you can apply for. Subject to
availability, you may be allotted/allocated a smaller number of securities than you applied
for.
10 : Select your nationality.
11 : Select the DBS account (Autosave/Current/Savings/Savings Plus) or the POSB account
(Current/Savings) from which to debit your application monies.
12 : Enter the number of securities you wish to apply for using cash.
13 : Enter or confirm (if your CDP Securities Account number has already been stored in DBS’
records) your own 12-digit CDP Securities Account number. (Note: This step will be omitted
automatically if your Securities Account number has already been stored in DBS’ record)
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14 : Check the details of your securities application, your NRIC or passport number, CDP Securities
Account number, number of securities and application amount on the screen and press the
“ENTER” key to confirm your application.
15 : Remove the Transaction Record for your reference and retention only.
Steps for Internet Electronic Applications for Offer Shares through the IB Website of DBS
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS IB website
are shown below. Certain words appearing on the screen are in abbreviated form (“A/C”, “&”, “amt”, “I/C”
and “No.” refer to “Account”, “and”, “Amount”, “NRIC” and “Number”, respectively).
Step 1 : Click on DBS website (http://www.dbs.com).
2 : Login to Internet banking.
3 : Enter your User ID and PIN.
4 : Select “Electronic Security Application (ESA)”.
5 : Click “Yes” to proceed and to warrant, inter alia, that you are currently in Singapore, you have
observed and complied with all applicable laws and regulations and that your mailing address for
DBS Internet Banking is in Singapore.
6 : Select your country of residence and click “I confirm”.
7 : Click on “AMTEK” and click the “Submit” button.
8 : Click on “I Confirm” to confirm, inter alia:
You have read, understood and agreed to all terms of application and the Prospectus/
Document or Profile Statement and if applicable, the Supplementary or Replacement
Prospectus/Document or Profile Statement.
You consent to disclose your name, I/C or Passport No., address, nationality, CDP Securities
Account No., CPF Investment Account No. (if applicable) and securities application amount
from your DBS/POSB Account(s) to registrars of securities, SGX, SCCS, CDP, CPF Board
and issuer/vendor.
You understand that the securities mentioned herein have not been and will not be registered
under the United States Securities Act of 1933 as amended (the “US Securities Act”) or the
securities laws of any state of the United States and may not be offered or sold in the United
States except pursuant to an exemption from or in a transaction subject to, the registration
requirements of the US Securities Act and applicable state securities laws. There will be no
public offer of the securities mentioned herein in the United States. Any failure to comply
with this restriction may constitute a violation of the United States securities laws.
This application is made in your own name and at your own risk.
For FIXED/MAX price securities application, this is your only application. For TENDER
price securities application, this is your only application at the selected tender price.
For FOREIGN CURRENCY securities subject to the terms of the issue, please note the
following: the application monies will be debited from your bank account in S$, based on the
Bank’s prevailing board rates at the time of application. Any refund monies will be credited in
S$ based on the Bank’s prevailing board rates at the time of refund. The different prevailing
board rates at the time of application and the time of refund of application monies may result in
either a foreign exchange profit or loss or application monies may be debited and refund
creditedinS$atthesameexchangerate.
For 1 ST -COME-1 ST -SERVE securities, the number of securities applied for may be reduced,
subject to availability at the point of application.
9 : Fill in details for share application and click “I confirm”.
10 : Check the details of your share application, your I/C/passport number and click “OK” to confirm
your application.
11 : Print the Confirmation Screen (optional) for your reference and retention only.
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Terms and Conditions for Use of CPF Funds
(1) If you are using CPF Funds to purchase the Offer Shares, you must have a CPF Investment Account
maintained with a relevant Participating Bank at the time of your application. If you are applying for the
Offer Shares through an ATM Electronic Application, you must have an ATM card with that
Participating Bank at the time of your application before you can use the ATMs of that Participating
Bank to apply for the Offer Shares. For an Internet Electronic Application, you must have an existing
bank account with, and a User Identification (“User ID”) as well as a Personal Identification Number
(“PIN”) given by, the relevant Participating Bank. Upon the completion of your Internet Electronic
Application through the IB website of the relevant Participating Bank, there will be a Transaction
Completed Screen of the application which can be printed out by you for your record. This printed
record of the Transaction Completed Screen is for your retention and should not be submitted with any
printed Application Form. The CPF Investment Account is governed by the Central Provident Fund
(Investment Schemes) Regulations, as amended.
(2) CPF Funds may only be withdrawn for applications for the Offer Shares in lots of 1,000 Offer Shares or
integral multiples thereof.
(3) If you are applying for the Offer Shares using a printed Application Form and you are using CPF Funds
to apply for the Offer Shares, you must submit a CPF Cashier’s Order for the total amount payable for
the number of Offer Shares applied for using CPF Funds.
(4) Before you apply for the Offer Shares using your CPF Funds, you must first make sure that you have
sufficient funds in your CPF Investment Account to pay for the Offer Shares. You need not instruct the
CPF Board to transfer your CPF Funds from your CPF Ordinary Account to your CPF Investment
Account. If the balance in your CPF Investment Account is insufficient and you have sufficient investible
CPF Funds in your CPF Ordinary Account, the Participating Bank with which you maintain your CPF
Investment Account will automatically transfer the balance of the required amount from your CPF
Ordinary Account to your CPF Investment Account immediately for you to use these funds to buy a CPF
Cashier’s Order from your Participating Bank in the case of an application by way of a printed
Application Form or submit your application in the case of an application by way of an Electronic
Application. The automatic transfer facility is available until the close of the Public Offer, and the
operating hours of the facility are between 8.00 a.m. and 10.00 p.m. from Mondays to Saturdays, and
between 8.00 a.m. and 5.00 p.m. on Sundays and public holidays.
(5) The special CPF securities sub-account of the nominee company of the Participating Bank (with whom
you maintain a CPF Investment Account) maintained with CDP will be credited with the principal
amount of the Offer Shares you purchase with CPF Funds.
(6) Where you are using CPF Funds, you cannot apply for the Offer Shares as nominee for any other
person.
(7) All instructions or authorisations given by you in a printed Application Form or through an Electronic
Application are irrevocable.
(8) CPF Investment Accounts may be opened with any branch of the Participating Banks.
(9) All information furnished by the CPF Board and the relevant Participating Banks on your authorisation
will be relied on as being true and correct.
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Amtek Engineering Ltd
(Company Registration Number 198003886K)
1 Kian Teck Drive Singapore 628818 • Tel: +65 6264 0033 Fax: +65 6261 7693

Amtek Engineering Ltd