Allied Technologies Limited

mettle for growth

Allied Technologies Limited annual report 2004

Registration No. 199004310E

vision

To be the leading Original Design Manufacturer and provider of fully integrated manufacturing solutions for the electronics and precision engineering industries.

contents01_corporate profile03_ceo’s message06_financial highlights08_operations review & development12_board of directors14_key management15_group structure16_corporate information17_financial statements

mission

To provide innovative, quality and efficient integrated range of electronics manufacturing services and original design manufacturing at the most competitive prices through long-term strategic global partnership, whilst achieving total customer satisfaction.

corporate profile

Listed on the Main Board of the Singapore Exchange in June 2003, Allied Technologies is a manufacturer of precision stamped metal parts. Allied Technologies commenced operations in May 1994 and provides vertically integrated precision manufacturing services, including design and product development, prototyping, tool and die fabrication, mass production and mechanical sub-assembly services to a wide base of customers. As part of its drive to be a leading original design manufacturer (ODM) in the electronics and precision engineering industries, the Group commenced its LCD monitor assembly operations in 2004.

To ride on the growing outsourcing trend in Asia by multi-national corporations, Allied Technologies set up its first overseas plant in Shanghai, China, in 1997. Since then, the Group has established more production facilities in low-cost bases to be close to its customers and improve its cost competitiveness. Today, Allied Technologies has a total of eight production facilities in Asia: one in Singapore, one in Malaysia, three in China and three in Vietnam.

The Group’s major customers include the Hewlett-Packard Group, the Celestica Group, the Flextronics Group and the Venture Group, all of whom have been customers of Allied Technologies since 1994/1995. Other major customers include Taiwanese MNCs such as the BenQ Group and the ASUS Group. Major product segments range from computer and computer peripherals, consumer electronics equipment, office equipment, audio and visual equipment to automotive parts.

allied techologies limited_annual report 2004_01

sharpening our edge

The past year has seen us improving on technological competency, through the broadening of our product range to include LCD monitors, digital cameras and PC chassis. We are now better prepared to face the challenges ahead.

02_allied techologies limited_annual report 2004

ceo’s message

It is with great pleasure that I present to you our Annual Report for the financial year ended December 31, 2004 (“FY2004”).

FY2004 has been a challenging year, fraught with adverse external conditions beyond our control. Nevertheless, we continued to press on in our mission to become an integrated electronics manufacturing service provider and a leading original design manufacturer in the electronics and precision engineering industries.

Our topline increased 17% from S$115.8 million in FY2003 to S$135.2 million in FY2004, boosted by our LCD monitor business, which commenced in FY2004 and recorded sales of S$19.5 million.

During the year, we achieved several milestones that brought us closer to our goal:

EXTENDING OUR BOUNDARIES

GOOD PROGRESS IN CHINA

Our China operations continued to feature prominently in our overall growth. With the commencement of our second Shanghai plant in Q2 2004 and improved machine utilisation rate in Suzhou, China has become a major revenue contributor to the Group. We have plans to expand our facilities in Suzhou in 2005 to cope with expected increase in customers’ orders.

Our presence in Shanghai and Suzhou puts us in a good position to tap into the increasing number of electronics manufacturers that are relocating to or expanding in China, which is creating a burgeoning demand for both outsourced electronics manufacturing services (EMS) as well as precision stamped metal components. This can be seen in the inroads that we have made into other product segments outside our traditional printers and data storage customers, such as automotive components, PC casings and chassis, and digital camera casings. We believe this is only the tip of the iceberg and there remain tremendous opportunities that we can explore.

Mr Hsu Ching Yuh CEO and Group Managing Director


NEW FRONTIER - VIETNAM

We commenced construction of Phase 1 of our Vietnam facility in Q2 2004. The 56,000 sq m production facility, located in the Saigon Hi-Tech Park, is expected to be completed in early 2005. Our manufacturing facility in Vietnam allows us to tap on the country’s competitive cost structure and undertake more manufacturing and assembly operations locally. This would provide us with the opportunity to meet the needs of a fast growing pool of electronics makers who have set up facilities in the area.

We are currently looking out for opportunities to tie up with possible business partners who could complement our technical capabilities and develop our Vietnam operations to its full potential. We expect that this would be a major driver of our growth in the next few years.

LCD MANUFACTURING 2004 marked the first full year of our venture into the TFT-LCD monitor business. Although we suffered a setback in this segment when we had to write down the value of our inventory as a result of falling LCD panel prices in Q3 2004, we remain committed to the business, given its strategic importance.

Besides helping to open doors to new customers such as ChungHwa Picture Tubes and Coretronic, this business segment also gives us the opportunity to cross-sell our precision engineering services to these customers. We believe that with these new skill sets, we can expand our business into the ODM of other electronics products such as LCD TVs, of which the demand is expected to grow exponentially as selling price falls to mass market level.

In the mean time, we would undertake strict cost and risk controls to minimise the impact of movement in component prices on our operations.

ceo’s message _continued


SHARPENING OUR EDGE

FY2004 was not smooth sailing for our Group. Besides the inventory write-down due to falling LCD prices, we incurred forex losses due to the weakening US dollar and faced margin pressure as a result of rising metal prices. But through it all, we managed to remain profitable for the year, and ended the year with a healthy cash balance of S$12.4 million on our balance sheet. We believe that we are strengthened by this trial of fire, and we are now better positioned to face the challenges ahead.

There is much to be done. Just as the Chinese term for “Crisis” contains both “Danger” and “Opportunity”, we believe 2005 is both a year of challenges as well as possibilities.

We believe the precision engineering business will provide us with a stable income stream, despite difficult operating conditions such as rising metal prices and the recent trend of companies forging alliances to increase their competitiveness and improve market share. This is based on the new projects that we have secured and strategic partnerships formed with major customers in Singapore, Malaysia and China, which will allow us to extend our boundaries and pursue growth opportunities both strategically and geographically, as embodied in our ventures in ODM and in Vietnam.

To navigate volatile LCD panel prices, we intend to focus our efforts on providing higher value-added services for new product segments which yield higher margins whilst eliminating inventory risk. We would also continue to build on our ODM competency in the LCD monitors/TVs segment.

In short, we believe that we are back on track to grow again. What we need to do is to execute our plans well, in order to maximise the opportunities that are ahead of us.

A WORD OF THANKS

On behalf of the Board of Directors, I would like to extend my heartfelt gratitude to all our valued customers, suppliers and business associates for your trust in and support of Allied Technologies over the past year.

I wish to express my appreciation to our management team and staff for their dedicated efforts and contribution to the company in such a challenging year.

I would also like to take this opportunity to thank all our shareholders for your continued confidence in us. With your support, we will continue to work hard to build Allied Technologies into one of Asia’s leading ODM in the electronics and precision engineering industries.

Hsu Ching YuhCEO & Group Managing Director


financial highlights

73.02000

70.02001

121.62002

115.82003

135.22004

TURNOVER S$M

2001 3.6

0.22000

15.82002

10.52003

2.12004

PROFIT BEFORE TAX S$M

TURNOVER BY PRODUCT SEGMENTS 2003

LCD 0%

PRINTER 63%

PC 0%

OTHERS 15%

DATA STORAGE 22%

TURNOVER BY PRODUCT SEGMENTS 2004

LCD 14%

PRINTER 48%

PC 2%

OTHERS 18%

DATA STORAGE 18%

SINGAPORE 29%

MALAYSIA 39%

PRC 32%

TURNOVER BY GEOGRAPHICAL LOCATIONS 2003

VIETNAM 0%

TAIWAN 0%

TURNOVER BY GEOGRAPHICAL LOCATIONS 2004

SINGAPORE 23%

MALAYSIA 27%

PRC 44%

VIETNAM 3%

TAIWAN 3%


broadening bases,strengthening fundamentals

Operating in a competitive marketplace has challenged us to constantly look for cost competitive manufacturing bases while shifting our product mix to high value-added services. We continue to capitalise on our core precision engineering business to grow from strength to strength.


broadening bases,strengthening fundamentals

operations review & development

OVERVIEW

FY2004 has posed many challenges for Allied Technologies. Despite having to contend with rising metal prices and keen competition in the precision engineering industry and LCD market, we managed to weather the storm and emerged stronger.

Overall, Group turnover increased 17% from S$115.8 million in FY2003 to S$135.2 million in FY 2004 as a result of contribution from our LCD monitor business which commenced during the year.

Despite the good topline performance, the Group was affected by a decline in LCD panel prices, resulting in significant losses incurred by the Group’s LCD business. Correspondingly, net profit for FY2004 fell 93% to S$592,000 as compared to the previous corresponding period.

SEGMENTAL CONTRIBUTION PRECISION ENGINEERING BUSINESS Our precision engineering operations remain our core business and biggest profit contributor. Revenue from this business segment accounted for 86% of Group turnover, or S$115.7 million while profit before interest and taxation from this business segment stood at S$11.2 million. Sales of the Printers segment made up 48% of Group revenue, while the Data Storage and Others segments each accounted for 18% of Group revenue.

The division saw strong growth in the Others product segment, with revenue growing 55% from S$15.8 million in FY2003 to S$24.5 million in FY2004 as we brought in new customers from a diverse range of product categories such as digital camera casings, PC casings and PC chassis. Sales to Printer and Data Storage customers dipped due to changes in product mix towards lower priced printer range and weakness in demand for DVD/CD-RW related products.

Our precision engineering operation remains our core business and biggest profit contributor.

Picture captions here product range and move towards higher margin towards higher.


We saw a compression in margins in the first half of the year due to a steady increase in raw material prices. However, the situation improved in the second half as our machine utilisation rate in China improved and we managed to pass on some of the cost increase to our customers.

LCD BUSINESS

The LCD Business accounted for S$19.5 million, or 14% of Group turnover. We commenced delivery of LCD monitors in March 2004. However, we encountered considerable difficulties since our entry into this business. Keen competition and excess inventory in the market had driven prices of LCD monitors down sharply and the Group had to write-down S$5.4 million in inventory value. As a result, we incurred an operating loss of S$8.4 million for this division.

Still, the Group remains committed to this segment for strategic reasons. We believe the experience and knowledge acquired in the design, development and manufacture of LCD monitors will help build our ODM capabilities, which we can apply in other product categories such as LCD TVs.

In the mean time, we have put in place strict cost and risk control measurements and improved our business model to contain our exposure to the cyclical turns in the LCD market. Picture captions here product range and move towards.

Picture captions here r product range and move towards higher margin towards higher.

GEOGRAPHICAL CONTRIBUTION

CHINA China continues to be the cornerstone of our manufacturing blueprint. Besides the traditional precision engineering operations, it is also the Group’s designated manufacturing base for LCD monitors. For FY2004, our China operations accounted for 44% of overall turnover. Revenue increased 60% from S$37.3 million in FY2003 to S$59.8 million in FY 2004, owing largely to the increased sales of LCD monitors and higher revenue from the Others product segment of our precision engineering operations.

Shanghai’s second manufacturing facility commenced operations in April 2004, adding 20,000 sq m of floor space to house our new LCD monitor assembly operations and expand our capacity in tool and die fabrication and mass production of metal parts. Ten new press machines were acquired to support the increased demand for metal parts for PCs and digital cameras. Although our precision engineering operations have expanded, manpower strength decreased from 1,053 in FY2003 to 989 in FY2004 upon successful streamlining of operations to optimise labour utilisation. We improved our technical skills and competencies with the development of new product categories such as digital cameras, PC casings and chassis, and automotive parts.


Picture captions here product range and move towards.

The LCD monitor assembly line set-up was completed in early 2004 with burn-in and testing capabilities. It has a monthly capacity of about 90,000 units. Upon obtaining several safety regulatory approvals required, we commenced initial production run to provide OEM services for 15” and 17” LCD monitors and exported these monitors to customers in Taiwan, Australia and Europe. Subsequently, our products obtained the CCC safety approval in late FY2004 and are now qualified and authorised for domestic sales in China.

SINGAPORE & MALAYSIA

For FY2004, our Singapore and Malaysian operations registered a decline in contribution to overall turnover, from accounting for 68% of Group turnover in FY2003 to 50% in FY2004, largely due to increased contribution from our LCD business in China. In absolute terms, turnover declined from S$78.1 million in FY2003 to S$68.0 million in FY2004. This was mainly attributable to the decline in sales of Printer product segment as a result of a change in sales mix to lower priced products and keen competition. Correspondingly, staff strength was reduced from 486 at end of FY2003 to 439 at end of FY2004 to reduce costs.

Our Singapore operations currently focus on the provision of higher value-add products such as programme start-ups and services such as design and prototyping. To improve the cost efficiency of our processes, we had shifted our labour intensive projects from Singapore to our production facilities in Malaysia, China and Vietnam.

operations review & development _continued

VIETNAM Vietnam is the newest of all our manufacturing facilities. We commenced construction of Phase 1 of our production facility in Vietnam’s Saigon Hi-Tech Park in Q2 2004. The 56,000 sq m facility is expected to be fully operational by Q2 2005. A total of S$15.0 million has been invested in land use rights, construction of factories and purchase of machineries during the year.

It is our plan to house Allied Technologies’ labour-intensive programmes in this facility to tap on the country’s competitive cost structure. This plant would also allow us to build more components on-site, thereby increasing the amount of local contents in our PCs assembly operation and further lowering costs. We started to assemble low-cost PCs in our temporary factory premises in Saigon Hi-Tech Park in Q2 2004 as part of an agreement with Hewlett-Packard for the country’s nationwide IT literacy drive called the “Vietnam IT Education” Programme.

We are currently looking for strategic partners who can bring in complementary skills to develop the full potential of this operation. We have also completed the relocation from our rented facilities in Dong Nai, Vietnam, to Saigon Hi-Tech Park in early 2005. Turnover from the Vietnam operations contributed 3% to Group revenue, amounting to S$3.8 million with minimal losses of S$0.1 million.


staying the course, forging ahead

Our strategy of focusing on our core precision engineering business and simultaneously building ODM capabilities will allow us to enlarge our customer base, increase market share and pursue long-term profitability.


board of directors

1. MR HSU CHING YUH

CEO AND GROUP MANAGING DIRECTOR Mr Hsu Ching Yuh, the founder of our group, is actively involved in the Group’s strategic development and expansion. Under his leadership, the Group expanded its services from the mass production of stamped metal parts to a fully integrated one-stop metal solutions provider which include providing design and product development, prototyping, tool and die fabrication, production and mechanical sub-assembly services. He has over 20 years experience in metal stamping and precision engineering industry. Mr Hsu holds a Diploma in Precision Engineering from Taiwan Taoyuan Poly-Technic. He was presented with the 7th Overseas Chinese Young Entrepreneur Award in December 1998 by the Taiwan Youth Career Association and was a finalist for the 11th Rotary-ASME Entrepreneur of the Year Award 1999.

2. MR SOH WENG KHEONG

EXECUTIVE DIRECTOR AND GROUP

GENERAL MANAGER

Mr Soh Weng Kheong oversees our Group’s operations, particularly in the area of business development and sales. He joined our Group in 1994 and has over 16 years of sales and managerial experience in the metal stamping and precision engineering industry. His early experience in the industry involved sales and marketing, providing technical support to customers

and the preparation of quotations and product exhibitions in Singapore and South East Asia. Mr Soh holds a Bachelor of Business degree in Business Administration from the Royal Melbourne Institute of Technology and has been a member of the Institution of Industrial Managers since September 1988.

3. MR LOO CHOON CHIAW

INDEPENDENT DIRECTOR AND CHAIRMAN OF

AUDIT COMMITTEE, NOMINATING COMMITTEE

AND REMUNERATION COMMITTEE

Mr Loo Choon Chiaw was appointed on 13 May 2003. An advocate and solicitor of the Supreme Court of Singapore since 1981, Mr Loo is the Managing Partner of Loo & Partners, a law firm in Singapore. He qualified as a Barrister-at-Law of Lincoln’s Inn, London and obtained his Master of Laws from the University of London. He is a fellow of the Chartered Institute of Arbitrators, London, and a member of the Regional Panel of Arbitrators of the Singapore International Arbitration Centre. Mr Loo is presently an independent director of several public listed companies in Singapore (Ionics EMS, Inc., OKP Holdings Limited, and Spindex Industries Limited) as well as a Councillor of the South East Community Development Council. Mr Loo was previously a director for WPG International Limited.

3.2.

1.


4. MR SITOH YIH PIN

INDEPENDENT DIRECTOR

Mr Sitoh Yih Pin was appointed on 13 May 2003. Mr Sitoh is a Certified Public Accountant and a partner of a certified public accounting firm, Nexia Tan & Sitoh. Currently, Mr Sitoh is the Advisor to Potong Pasir Grassroots Organisations. He is also presently a director of several publicly listed companies in Singapore; namely Cytech Software Limited, GKE International Limited, Hitchins Group Ltd, Labroy Marine Limited, Lian Beng Group Ltd, Meiban Group Ltd, Nera Telecommunications Ltd, PNE Micron Holdings Ltd, and United Food Holdings Limited.

Mr Sitoh was also the director of 6 publicly listed companies in the preceding 3 years including Bio-Treat Technology Limited, CWT Distribution Limited, Fibrechem Technologies Limited, Futuristic Image Builder Ltd, KS Tech Ltd and WPG International Limited. Mr Sitoh holds a Bachelor of Accountancy (Honours) degree from the National University of Singapore and is an Associate Member of the Institute of Chartered Accountants in Australia.

5. DR CHUA TAT SENG

INDEPENDENT DIRECTOR

Dr Chua Tat Seng was appointed on 13 May 2003. He is currently a full Professor at the School of Computing, National University of Singapore. Dr Chua has active collaborations with top US universities and industries in Korea, and with the international research community. He has organised numerous international computer graphics and multimedia conferences, including ACM Multimedia (2005).

Dr Chua currently serves on the editorial boards of several top ranking international journals. He is a member of Steering Committee of Computer Graphics Society (Geneva), Chairman of the Board of Examiner for Certified IT Project Management (CITPM), a certification programme for IT professionals in Singapore. He also sits on the Board of Beyonics Technology Limited as Independent Director. Dr Chua holds a PhD from the University of Leeds, United Kingdom.

5.

4.


MS TAN SIANG KENG

GROUP DEPUTY GENERAL MANAGER

(SINGAPORE AND MALAYSIA)

• Has been with the Company for 10 years. Responsibilities include overseeing operational performance of Singapore and Malaysia, procurement, human resources and administration of the Group.

• Holds a Master of Business Administration degree and a Master of Business degree in Professional Accounting from the Victoria University of Technology and a Bachelor of Science degree in Business and Management Studies from the University of Bradford.

• An Associate of CPA Australia and has been certified by the Productivity and Standards Board as a Productivity Activist.

MR LIM WENG KEONG

GROUP FINANCE MANAGER

• Responsible for the Group’s accounting, finance, and treasury functions.

• Previously worked for an international public accounting firm before joining the Company in January 2000.

• Obtained his Bachelor of Accountancy (Honours) degree from Nanyang Technological University and is a non-practising member of the Institute of Certified Public Accountants of Singapore.

MR WANG YUNG TUNG

GENERAL MANAGER (PRC PRECISION ENGINEERING)

• Joined the Company in August 1999. Currently oversees the sales, business development and operational activities of Allied Machineries (Shanghai) and Allied Machineries (Suzhou).

• A veteran in metal stamping industry with 24 years of experience in tool and die design and fabrication, and metal stamping business development for automobile and compressor industries.

• Holds a Diploma in Industrial Engineering from Taipei Industrial College.

MR ONG HOCK SOON

FACTORY MANAGER (SUZHOU)

• Responsibilities include overseeing and managing all operational aspects of Allied Machineries (Suzhou).

• Joined the Company in 1995 and has about 21 years of experience in tooling and metal stamping industry.

• Holds a Diploma in Business Administration awarded by the United Examination Board of the Managing and Marketing Sales Association and the Society of Business Practitioners.

MR BILL YAO

GENERAL MANAGER (PRC LCD)

• Responsible for the sales, business development and operational activities of Allied Electronics (Shanghai).

• Extensive commercial experience in developing business opportunities in LCD industry. Held different capacities such as Sales and Marketing Manager, General Manager and Assistant Vice President with companies in various countries, namely USA, Taiwan, Japan, and China prior to joining the Company in August 2004.

• Received his Bachelor of Arts (Computer Science) from Chabot College, California, USA.

MR LOO BOON TONG

GENERAL MANAGER (VIETNAM)

• In-charge of Vietnam subsidiaries’ operations, including production, procurement and business development.

• Prior to joining the Company in July 2004, he was a General Manager of a precision engineering company in China. He was pivotal in the plant setup and setting of strategic direction for its business activities over 8 years.

• Graduated with a Bachelor of Engineering (Electrical) from University of Aston, UK, and Bachelor of Science (Physics) from University of Singapore.

key management


group structure

Power Station Holdings Limited

22%

Allied Electronics (Saigon) Co., Ltd.

100%

Allied Precision Plastic (Saigon) Co., Ltd.

100%

Allied Technologies (Saigon) Co., Ltd.

100%

Allied Technology (Vietnam) Co., Ltd.

100%

Vietnam Allied Precision Co., Ltd.

100%

Allied Technologies (Taiwan) Co., Ltd.

100%

Allied Precision Manufacturing (M) Sdn. Bhd.

100%

Allied Machineries (Suzhou) Co., Ltd.

100%

Allied Electronics (Shanghai) Co., Ltd.

70%

Allied Machineries (Shanghai) Co., Ltd.

100%

Allied Technologies Limited


corporate information

BOARD OF DIRECTORS

Mr Hsu Ching YuhMr Soh Weng KheongExecutive Director

Mr Loo Choon ChiawMr Sitoh Yih PinDr Chua Tat SengIndependent Director

AUDIT COMMITTEE

Mr Loo Choon ChiawChairman

Mr Sitoh Yih PinDr Chua Tat Seng

NOMINATING

COMMITTEE


Mr Sitoh Yih PinMr Soh Weng Kheong

MANAGEMENT TEAM

Mr Hsu Ching YuhChief Executive Officer & Group Managing Director

Mr Soh Weng KheongGroup General Manager

Ms Tan Siang KengGroup Deputy General Manager

Mr Lim Weng KeongGroup Finance Manager

Mr Wang Yung TungGeneral Manager (PRC Precision Engineering)

Mr Ong Hock SoonFactory Manager (Suzhou)

Mr Bill YaoGeneral Manager (PRC LCD)

Mr Loo Boon TongGeneral Manager (Vietnam)

REMUNERATION

COMMITTEE


Dr Chua Tat SengMr Hsu Ching Yuh

REGISTERED OFFICE

25 Bukit Batok Street 22Singapore 659591Telephone: 6560 2011Facsimile: 6560 2055

COMPANY SECRETARIES

Ms Wee Woon HongMs April Glenys TayMr Lim Weng Keong(Appointed on 10 May 2004)

SHARE REGISTRAR

Lim Associates (Pte) Ltd10 Collyer Quay#19-08 Ocean BuildingSingapore 049315

AUDITORS

Ernst & YoungCertified Public Accountants10 Collyer Quay#21-01 Ocean BuildingSingapore 049315Partner-in-charge: Mr Daniel Soh(Since Financial Year 2004)

LEGAL COUNSEL

Loo & Partners88 Amoy Street Level ThreeSingapore 069907

PRINCIPAL BANKERS

DBS LimitedFirst Commercial BankUnited Overseas Bank Limited

an OCULUS perspective



financial statements

18_corporate governance23_directors’ report25_directors’ statement26_auditors’ report27_profit and loss accounts28_balance sheets30_statements of changes in equity32_consolidated cash flow statement33_notes to the financial statements60_statistics of shareholdings61_notice of annual general meeting20_proxy form



corporate governance

PRINCIPLE 1: THE BOARD’S CONDUCT OF ITS AFFAIR

a) The Board is responsible for the overall management and corporate affairs of the Group. Some of its functions include: • reviews and approves financial results for annoucement, annual report and accounts; • ensure proper conduct of the Group’s business by supervising the executive management ; • approves major funding decisions, material interested party transactions and all matters of strategic importance; and • evaluates the adequacy of internal controls, risk management and compliance.

b) The Board of Directors meets at least four times a year in addition to ad-hoc meetings when circumstances required. Attendance of every Board member at those meetings and meetings of specialised committees is as follows:

PRINCIPLE 2: BOARD COMPOSITION AND BALANCE

a) The Board comprises 2 Executive Directors and 3 Independent Directors, who as a group provide core competencies to ensure effective management leadership.

b) The composition of the Board, Nominating Committee (“NC”), Remuneration Committee (“RC”) and Audit Committee (“AC”) are summarised as follows:

Board of Directors Audit Nominating Remuneration

Committee Committee Committee

Numbers of meeting

Name Held Attended Held Attended Held Attended Held Attended

CEO and Mr Hsu Ching Yuh Group Managing Director 4 4 - - - - 1 1

Mr Soh Weng Kheong Executive Director 4 4 - - 1 1 - -

Mr Loo Choon Chiaw Independent Director 4 4 4 4 1 1 1 1

Mr Sitoh Yih Pin Independent Director 4 4 4 4 1 1 - -

Dr Chua Tat Seng Independent Director 4 4 4 4 - - 1 1

Audit Nominating Remuneration

Name Board Committee Committee Committee

CEO and Group

Mr Hsu Ching Yuh Managing Director - - Member

Mr Soh Weng Kheong Executive Director - Member -

Mr Loo Choon Chiaw Independent Director Chairman Chairman Chairman

Mr Sitoh Yih Pin Independent Director Member Member -

Dr Chua Tat Seng Independent Director Member - Member


PRINCIPLE 3: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

a) Mr Hsu Ching Yuh, the Chief Executive Officer and Group Managing Director, assumes the responsibility of the Chairman. The Board is of the view that there is a strong independent element on the Board to enable independent exercise of objective judgment of corporate affairs in the Group by members of the Board, taking into account factors such as the number of Independent Directors on the Board, as well as the size and scope of the affairs and operations of the Group.

b) Mr Hsu bears the executive responsibility for execution of the Group’s strategic goals as well as effective workings of the Board.

PRINCIPLE 4: BOARD MEMBERSHIP

a) The NC is responsible for re-nomination of Directors, having regard to the Director’s contribution and performance; determining on an annual basis whether or not a Director is independent; and deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director. The committee is satisfied that the respective directors have been carrying out their duties fittingly.

PRINCIPLE 5: BOARD PERFORMANCE

a) The NC decides how the Board’s performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, which address how the Board had enhanced long-term shareholders value.

b) The Board implements a process to be carried out by the NC for assessing the effectiveness of the Board. Each member of the NC is abstained from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director.

PRINCIPLE 6: ACCESS TO INFORMATION

a) Quarterly Board reports are provided to all Directors in a timely manner to enable the Directors to obtain further explanations if required. These reports provide information on the Group’s performance, financial position and prospects. Directors are given direct and independent access to the company secretary.

PRINCIPLE 7: PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

a) RC recommends to the Board a framework of remuneration packages for the CEO and Executive Director and submitted for endorsement by the entire Board.

b) All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options and benefits in kind, are covered by the RC.

c) Each member of the RC is abstained from the deliberation and decision making in respect of their remuneration package.


PRINCIPLE 8: LEVEL AND MIX OF REMUNERATION

a) Independent Directors are paid directors’ fees only, subject to approval at the AGM.

b) The Executive Directors have separate 5-year service contracts expiring 30 June 2007, varied by a supplemental agreement dated 24 March 2003.

c) The Executive Directors’ remuneration package is set in accordance with a framework comprising basic fees and a performance related fee.

PRINCIPLE 9: DISCLOSURE ON REMUNERATION

a) The company discloses each individual Director’s remuneration in $250,000 band and the breakdown (in percentage terms) of each Director’s remuneration earned through fee, basic and variable remunerations.

* Salary and bonus are inclusive of CPF** Subject to shareholders’ approval at the AGMnm: not meaningful

Directors Salary Profit Directors’ Benefits- Total and bonus* sharing fees** in-kind and Others

$250,001 to $500,000

Mr Hsu Ching Yuh 85% 0% 15% nm 100%

Mr Soh Weng Kheong 80% 0% 20% nm 100%

Up to $250,000

Mr Loo Choon Chiaw 0% 0% 100% 0% 100%

Mr Sitoh Yih Pin 0% 0% 100% 0% 100%

Dr Chua Tat Seng 0% 0% 100% 0% 100%

b) The company adopts a remuneration policy for staff comprising a fixed component and a variable component. The fixed component is in the form of a base salary. The variable component is in the form of variable bonus that is linked to the performance of the Group and each individual staff. Performance appraisals are conducted twice a year.

c) The remuneration of the top 5 key executives (who are not Directors) of the Group is disclosed in the annual report in the event that such remuneration falls within bands of $250,000 for that financial year. The remuneration of each of the five executives for FY2004 is below S$250,000 and therefore not disclosed in this report.

d) None of the employees is an immediate family member of a Director or the Chief Executive Officer.

PRINCIPLE 10: ACCOUNTABILITY AND AUDIT

The Board aspires to provide the shareholders with a balanced and understandable assessment of the Group’s performance, positions and prospects on a quarterly basis, in addition to the disclosure requirements of material information by the Listing Manual to be announced via SGXNET.

corporate governance_continued


PRINCIPLE 11: AUDIT COMMITTEE PRINCIPLE 12: INTERNAL CONTROLS

a) Save as mentioned in the section “Interested Person Transaction” below, our Independent Directors do not have any existing business or professional relationship of a material nature with our Group, our other Directors or Substantial Shareholders. They are also not related to the other Directors or other Substantial Shareholders.

b) Any business or professional relationship arising from any of the Independent Director must comply with guidelines as described in the section “Interested Person Transaction” below and Chapter 9 of the Listing Manual for Interested Person Transaction.

c) AC reviews the audit plan and auditors’ report of external auditors, the co-operation given by our officers to the external auditors, our financial statements before their submission to the Board of Directors, internal control procedures and all interested person transactions to ensure that they comply with the approved internal control procedures and have been conducted at arm’s length basis.

d) Apart from the above functions, AC commissions and reviews the findings of internal investigations into matters where there is suspicion of fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation, which has or is likely to have a material impact on our operating results and/or financial position.

e) In the event that a member of the AC is interested in any matter being considered by the AC, he is abstained from reviewing that particular transaction or voting on that particular resolution.

f) The AC has reviewed the volume of non-audit services provided to the company by the external auditors, and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, has confirmed their re-nomination.

PRINCIPLE 13: INTERNAL AUDIT

a) The Group has an internal audit function for endorsing the Group’s internal control procedures and to safeguard shareholders’ interests and the Group’s assets.

b) The internal auditor reports directly to the Chairman of AC but plans his internal audit schedules in consultation with the management.

c) The internal audit function ensures that it meets the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

d) The AC will review the scope of the internal audit and ensure that the internal audit function is adequately resourced and has appropriate standing within the company.

PRINCIPLE 14: COMMUNICATION WITH SHAREHOLDERSPRINCIPLE 15: GREATER PARTICIPATION SHAREHOLDER PARTICIPATION

a) The Group strives in providing regular and timely information to shareholders with regards to all major developments that have an impact on the Group.

b) The Group adopts quarterly reporting in accordance with the Listing Manual. Financial results are published through SGXNET, news releases and the Company’s website. The Group also holds media and analysts briefings in conjunction with the release of its quarterly and full year results.


Vietnam Precision Industrial 138,935 - Co., Ltd

Name of Interested Person Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)

Aggregate value of all interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 (excluding transactions less than $100,000 and transactions)

c) Annual report and notice of annual general meeting are distributed to all shareholders. The Group also advertises the notice of annual general meeting in newspaper and release the same via SGXNET.

d) Members of the Board and external auditors attend the annual general meeting to address any queries from shareholders.

e) The Company has complied with the Best Practices Guide issued by the SGX-ST.

INTERESTED PERSON TRANSACTION

a) The Company’s Articles of Association abstain a director from voting in any contract or arrangement in which he has a personal material interest.

b) AC has established internal policy in reviewing all interested person transactions to ensure that they are transacted on an arm’s length basis, at normal commercial terms, and will not be prejudicial to the Shareholders.

c) Aggregate value of interested person transactions entered into during the financial year are as follows:

d) The AC confirms that all interested party transactions are carried out at arm’s length and in accordance with the established procedures.

DEALINGS IN SECURITIES

Directors and officers who have access to price sensitive and confidential information are prohibited from trading in the Company’s shares one month prior to the announcements of the Group’s quarterly results. Human resource department will issue an internal memorandum to the Group before the start of each period as a reminder.

RISK MANAGEMENT

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

corporate governance_continued


Directors’ Report

The Directors have pleasure in presenting their report to the members together with the audited financial statements of Allied Technologies Limited (the “Company”) and its subsidiary companies (the “Group”) for the financial year ended 31 December 2004.

DIRECTORS

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

Hsu Ching Yuh (Chief Executive Officer and Group Managing Director)

Soh Weng Kheong

Loo Choon Chiaw

Sitoh Yih Pin

Chua Tat Seng

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

Neither at the end of nor at any time during the financial year did there subsist any arrangements, to which the Company is a party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The following Directors who held office at the end of the financial year had, according to the register required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares of the Company, as stated below :-

Direct interest Deemed interest

1.1.2004 31.12.2004 21.1.2005 1.1.2004 31.12.2004 21.1.2005

No. of ordinary shares of par value $0.05 each

The Company

Hsu Ching Yuh 158,720,720 158,720,720 158,720,720 – – –

Soh Weng Kheong 17,358,420 17,358,420 17,358,420 – – –

By virtue of Section 7 of the Companies Act, Mr Hsu Ching Yuh is deemed to have interest in the subsidiary companies of the Company.

Except as disclosed in this report, no Director who held office at the end of the financial year had interests in shares, share options, or debentures of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year.


Directors’ Report (cont’d)

DIRECTORS’ CONTRACTUAL BENEFITS

Except as disclosed in the financial statements, since the end of the previous financial year, no Director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the Director, or with a firm of which the Director is a member, or with a Company in which the Director has a substantial financial interest.

SHARE OPTIONS

There is presently no option scheme on unissued shares in the Company or any of its subsidiary companies.

AUDIT COMMITTEE

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

Loo Choon Chiaw (Chairman)

Sitoh Yih Pin

Chua Tat Seng

The financial statements, accounting policies and system of internal accounting controls are the responsibility of the Board of Directors acting through the Audit Committee. The Audit Committee met during the year to review the scope of work of the statutory auditors, and the results arising therefrom, including their evaluation of the system of internal accounting controls. The Audit Committee also reviewed the assistance given by the Company’s officers to the auditors.

In addition, the Audit Committee has reviewed the requirements for approval and disclosure of interested person transactions, reviewed the procedures set up by the Company and of the Group to identify and report and where necessary, seek approval for interested person transactions.

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

AUDITORS

The auditors, Ernst & Young, Certified Public Accountants, have expressed their willingness to accept re-appointment.

On behalf of the Board,

Hsu Ching YuhDirector

Singapore15 March 2005

Soh Weng KheongDirector


We, Hsu Ching Yuh and Soh Weng Kheong, being two of the Directors of Allied Technologies Limited, do hereby state that, in the opinion of the Directors :-

(a) the balance sheets, profit and loss accounts, statements of changes in equity and consolidated cash flow statement together with the notes thereto, set out on pages 27 to 59, are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2004 and of the results of the business, changes in equity of the Company and the Group and cash flows of the Group for the year ended 31 December 2004; and

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

On behalf of the Board,

Hsu Ching YuhDirector


Statement By DirectorsPursuant to Section 201(15)

Soh Weng KheongDirector


We have audited the accompanying financial statements of Allied Technologies Limited (the “Company”) and its subsidiary companies (the “Group”) set out on pages 27 to 59 for the year ended 31 December 2004. These financial statements are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements of the Group and of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2004 and the results, changes in equity of the Group and of the Company and cash flows of the Group for the financial year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

ERNST & YOUNGCertified Public Accountants


Auditors’ ReportTo the Members of Allied Technologies Limited


Profit and Loss AccountsFor the year ended 31 December 2004(in Singapore Dollars)

The accounting policies and explanatory notes on pages 33 to 59 form an integral part of the financial statements.

Group Company Note 2004 2003 2004 2003 $ $ $ $

Revenue 4 135,203,166 115,794,908 91,386,979 88,411,280Other income 5 103,501 46,474 277,823 869,013

Total revenue 135,306,667 115,841,382 91,664,802 89,280,293

Costs and expenses

Changes in inventories of finished goods and work-in-progress 6,315,271 6,075,879 (1,916,262) 1,435,301Raw materials and consumables used (100,973,614) (74,081,847) (64,454,228) (62,860,549)Depreciation and amortisation expenses (7,176,540) (6,781,140) (1,845,328) (2,303,061)Staff costs 6 (17,446,180) (16,422,516) (9,506,887) (9,587,787)Provision for impairment in value of investments 12 – – (262,242) (1,210,297)Other operating expenses, net (13,536,245) (13,524,629) (7,108,181) (6,962,749)

(132,817,308) (104,734,253) (85,093,128) (81,489,142)

Operating profit 7 2,489,359 11,107,129 6,571,674 7,791,151

Finance costs 8 (536,552) (590,420) (162,228) (424,022)Share of results of an associated company 13 124,329 – 124,329 –

Profit before taxation 2,077,136 10,516,709 6,533,775 7,367,129

Taxation 9 (2,011,292) (1,912,112) (1,459,260) (1,912,272)

Profit after taxation 65,844 8,604,597 5,074,515 5,454,857Minority interest 525,888 46,354 – –

Net profit for the year 591,732 8,650,951 5,074,515 5,454,857

Basic and diluted earnings per share (in cents) 27 0.16 2.64



Non-current assetsGoodwill, net 10 – 137,933 – –Property, plant and equipment, net 11 49,581,815 38,396,078 8,538,661 9,755,256 Interests in subsidiary companies, net 12 – – 48,994,711 31,778,907Interests in an associated company 13 2,205,263 – 2,205,263 –Other investments, net 14 478,189 167,200 167,200 167,200

52,265,267 38,701,211 59,905,835 41,701,363

Current assetsInventories, net 15 20,274,149 13,958,879 4,884,639 6,800,901Amounts due from subsidiary companies, net 16 – – 5,847,954 3,105,976Trade debtors, net 17 28,949,716 28,216,465 14,215,093 16,316,927Other debtors 18 4,336,729 3,119,565 2,514,459 2,332,126Fixed deposits 19 150,521 154,866 38,353 38,233Cash at bank and in hand 12,418,764 28,280,409 5,308,722 23,598,876

66,129,879 73,730,184 32,809,220 52,193,039

Current liabilitiesAmounts due to subsidiary companies 20 – – 2,732,031 4,399,817Trade creditors 23,394,088 27,507,209 12,922,612 15,752,993Hire purchase creditors 21 587,083 1,126,620 537,617 1,051,088Other creditors and accruals 22 9,964,916 8,715,790 3,476,457 4,246,157Amounts due to bankers 23 17,557,391 2,628,347 5,092,500 930,532Provision for taxation 1,809,343 2,272,643 1,611,877 2,272,643

53,312,821 42,250,609 26,373,094 28,653,230

Net current assets 12,817,058 31,479,575 6,436,126 23,539,809Long term liabilitiesHire purchase creditors 21 150,086 507,192 150,086 455,752Amounts due to bankers 23 – 1,741,598 – 1,741,598Deferred taxation 24 93,506 162,966 93,506 162,966

(243,592) (2,411,756) (243,592) (2,360,316)

Net assets 64,838,733 67,769,030 66,098,369 62,880,856

Balance SheetsAs at 31 December 2004(in Singapore Dollars)



Balance Sheets (cont’d)As at 31 December 2004(in Singapore Dollars)



Represented by :

Equity

Share capital 25 18,949,000 18,949,000 18,949,000 18,949,000Share premium 20,632,568 20,632,568 20,632,568 20,632,568Capital reserve 26 889,531 520,737 – –Revenue reserve 25,938,236 25,753,196 26,516,801 21,480,184Dividend reserve – 1,819,104 – 1,819,104Exchange translation reserve (1,570,602) (413,009) – –

64,838,733 67,261,596 66,098,369 62,880,856Minority interests – 507,434 – –

64,838,733 67,769,030 66,098,369 62,880,856


Exchange Total share Ordinary Share translation Capital Revenue Dividend holders’ shares premium reserve reserve reserve reserve equity $ $ $ $ $ $ $

Group

Balance at 1 January 2003 8,097,000 562,239 123,515 464,739 26,980,347 – 36,227,840Profit for the financial year – – – – 8,650,951 – 8,650,951Exchange differences arising on consolidation – – (536,524) – – – (536,524)Proposed first and final dividend of 0.48 cent per ordinary share (net of tax) (Note 32) – – – – (1,819,104) 1,819,104 –Dividends paid (Note 32) – – – – (3,003,000) – (3,003,000)Issue of bonus shares 5,562,000 (562,000) – – (5,000,000) – –Issue of ordinary shares 5,290,000 22,218,000 – – – – 27,508,000Listing expenses – (1,585,671) – – – – (1,585,671)Transfer between reserves – – – 55,998 (55,998) – –

Balance at 31 December 2003 18,949,000 20,632,568 (413,009) 520,737 25,753,196 1,819,104 67,261,596Profit for the financial year – – – – 591,732 – 591,732Exchange differences arising on consolidation – – (1,157,593) – – – (1,157,593)Dividends paid (Note 32) – – – – – (1,857,002) (1,857,002)Transfer between reserves – – – 368,794 (406,692) 37,898 –Balance at 31 December 2004 18,949,000 20,632,568 (1,570,602) 889,531 25,938,236 – 64,838,733

Statements of Changes in EquityFor the year ended 31 December 2004(in Singapore Dollars)



Total share Ordinary Share Revenue Dividend holders’ shares premium reserve reserve equity $ $ $ $ $

Company

Balance at 1 January 2003 8,097,000 562,239 25,847,431 – 34,506,670Profit for the financial year – – 5,454,857 – 5,454,857Proposed first and final dividend of 0.48 cent per ordinary share (net of tax) (Note 32) – – (1,819,104) 1,819,104 –Dividends paid (Note 32) – – (3,003,000) – (3,003,000)Issue of bonus shares 5,562,000 (562,000) (5,000,000) – –Issue of ordinary shares 5,290,000 22,218,000 – – 27,508,000Listing expenses – (1,585,671) – – (1,585,671)

Balance at 31 December 2003 18,949,000 20,632,568 21,480,184 1,819,104 62,880,856Profit for the financial year – – 5,074,515 – 5,074,515Dividends paid (Note 32) – – – (1,857,002) (1,857,002)Transfer between reserves – – (37,898) 37,898 –

Balance at 31 December 2004 18,949,000 20,632,568 26,516,801 – 66,098,369

Statements of Changes in EquityFor the year ended 31 December 2004(in Singapore Dollars)



2004 2003 $ $

Cash flows from operating activities :Profit before taxation 2,077,136 10,516,709Adjustments for : (Gain)/loss on disposal of property, plant and equipment (8,681) 11,735 Depreciation of property, plant and equipment (Note 11) 7,007,375 6,725,557 Amortisation of goodwill (Note 10) 169,165 55,583 Interest income (49,146) (46,474) Interest expense 536,552 590,420 Share of results of an associated company (Note 13) (124,329) – Currency realignment 659,013 218,933

Operating profit before reinvestment in working capital 10,267,085 18,072,463 Increase in inventories (6,315,271) (6,075,880) Increase in trade debtors and other debtors (1,950,413) (2,919,121) (Decrease)/increase in trade creditors and other creditors (2,863,992) 8,028,256

Cash (applied in)/generated from operations (862,591) 17,105,718 Interest paid (536,552) (590,420) Interest received 49,146 46,474 Tax paid (2,538,796) (2,705,698)

Net cash (used in)/provided by operating activities (3,888,793) 13,856,074

Cash flows from investing activities :Proceeds from disposal of property, plant and equipment 65,317 79,845Purchase of property, plant and equipment (Note 11) (19,838,997) (10,814,965)Acquisition of additional interest in a subsidiary company (73,019) (16,173)Dilution of interest in a subsidiary company – 516,900Acquisition of interest in an associated company (2,080,934) –Investment in club membership (319,246) –

Net cash used in investing activities (22,246,879) (10,234,393)

Cash flows from financing activities :Net decrease in hire purchase creditors (896,643) (1,906,453)Net increase/(decrease) in bank borrowings 13,187,446 (9,152,154)Dividends paid (Note 32) (1,857,002) (3,003,000)Gross proceeds from issue of shares – 27,508,000Listing expenses – (1,585,671)

Net cash provided by financing activities 10,433,801 11,860,722

Net (decrease)/increase in cash and cash equivalents (15,701,871) 15,482,403Cash and cash equivalents at beginning of year (Note 28) 28,280,409 12,873,484Effects of exchange rates on opening cash and cash equivalents (159,774) (75,478)

Cash and cash equivalents at end of year (Note 28) 12,418,764 28,280,409

Consolidated Cash Flow Statement For the year ended 31 December 2004(in Singapore Dollars)



1. CORPORATE INFORMATION

The financial statements of Allied Technologies Limited (the “Company”) and of the Group for the financial year ended 31 December 2004 were authorised for issue in accordance with a resolution of the Directors on 15 March 2005.

The Company is a limited liability company listed on the Singapore Exchange. It is incorporated and domiciled in Singapore with its registered office and principal place of business at 25 Bukit Batok Street 22, Singapore 659591. The Company operates in Singapore.

The principal activities of the Company and of the Group are mainly those of manufacturing of metal stamped parts, tools and dies, sub-assembly of mechanical components, plastic injection moulding and the manufacturing of plastic parts. The Group also commenced its LCD monitor assembly operations during the year.

On 1 July 2004, the Company has entered into an Agreement to subscribe for a 22% interest in Power Station Holdings Limited, which is incorporated in Mauritius with issued and paid-up capital of US$5.4 million. The purchase consideration paid was US$1.2 million.

In September 2004, Vietnam Allied Precision Co., Ltd. (“VAPC”) and Allied Technology Vietnam Co., Ltd. (“ATVC”) ceased operations. The operations of VAPC and ATVC have been transferred to other subsidiaries, Allied Technologies (Saigon) Co., Ltd. (“ATSC”) and Allied Precision Plastic (Saigon) Co., Ltd. (“APPS”) in Saigon Hi-Tech Park of Ho Chi Minh City. The principal activities of ATSC are mainly those of manufacturing of metal stamped parts, tools and dies and sub-assembly of mechanical components. The principal activities of APPS include those of plastic injection moulding and the manufacturing of plastic parts.

On 1 December 2004, the Company has entered into an Assignment Contract to acquire the remaining 29% of the issued capital of APPS at a consideration of US$224,648. Following this acquisition, APPS becomes a wholly-owned subsidiary of the Company.

The Group and Company have 1,394 and 233 (2003 : 1,407 and 242) employees respectively as of 31 December 2004.

Save as disclosed above, there have been no significant changes in the nature of the Group’s operating activities during the financial year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”) as required by the Singapore Companies Act, Cap. 50.

The accounting policies have been consistently applied by the Group and Company and are consistent with those used in the previous year.

The financial statements, which are presented in Singapore Dollars, have been prepared under the historical cost convention.

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary companies. The results of subsidiary companies acquired or disposed of during the financial year are included in or excluded from the respective dates of acquisition or disposal, as applicable.

Notes to the Financial Statements31 December 2004(in Singapore Dollars)


2. Summary of Significant Accounting Policies (cont’d)

(b) Basis of consolidation (cont’d)

Assets, liabilities and results of overseas subsidiary companies are translated into Singapore dollars on the basis outlined in paragraph(s) below.

(c) Goodwill

Any excess of the consideration paid over the fair value of the net assets of subsidiary companies acquired is included in and dealt with as goodwill. Goodwill is capitalised on the balance sheet and amortised to the profit and loss account on a straight-line basis over its estimated useful economic life of 5 years, subject to an annual impairment review.

(d) Subsidiary companies

The Company’s investments in the subsidiary companies are stated at cost less impairment loss on the Company’s balance sheet.

At each balance sheet date, the Company assesses whether there are any indicators of impairment of its investments in the subsidiary companies. If any such indication exists, the recoverable amount is estimated and provision for impairment loss is made, if any.

(e) Associated company

Associated companies are companies, not being subsidiary companies, in which the Group holds 20% or more of the equity and participates in Board management.

For equity accounting purposes, the Directors value the Group’s investment in associated company at cost, plus or minus the Group’s share of retained earnings or losses and reserves since acquisition less impairment loss.

In the Company’s balance sheet, the Company’s investment in associated company is stated at cost, plus or minus the Company’s share of retained earnings or losses and reserves since acquisition less impairment loss.

Income from investment in associated company is brought into account on the basis of the Group’s or Company’s share of the results of the associated company for each year ended 31 December as evidenced by management financial statements.

(f) Revenue recognition

Revenues from the sales of manufactured goods are recognised upon passage of title on the goods to the customer which generally coincides with the delivery and acceptance of the goods.

Revenues from the provision of design services are recognised when services have been rendered.

Revenues from interest income and royalties are accounted for on an accrual basis.

Revenues from dividend are accounted for when it is declared payable on ex-dividend basis.

Notes to the Financial Statements(cont’d)31 December 2004(in Singapore Dollars)



(g) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition for its intended use. The estimated costs of restoring the site of property, plant and equipment are included in the costs of these assets. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the profit and loss account. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposals is included in the profit and loss account.

(h) Leased assets

(i) Finance lease

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. 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 profit and loss account.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

(ii) Operating lease

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item are classified as operating leases. Operating lease payments are recognised as an expense in the profit and loss account 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.

(i) Other investments

Club memberships are stated at cost less impairment loss.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials on a first-in-first-out basis and in the case of finished products, includes direct labour and attributable production overheads based on normal level of activity. Net realisable value is the estimated selling price less anticipated cost of disposal.




(k) Trade and other debtors

Trade debtors, which generally have 30-90 day terms (debtors in the People’s Republic of China - 30 - 120 days), are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off to the profit and loss account as incurred.

Debts from related parties are recognised and carried at cost less an allowance for any irrecoverable amounts, if any.

(l) Provisions

Provisions are recognised when the Group or the Company 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 of the amount of the obligation.

(m) Trade and other payables

Liabilities for trade and other amounts payable which are normally settled on 30-90 day credit terms, are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group or Company.

Payables to related parties are carried at cost.

(n) Deferred taxation

Deferred taxation 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 liabilities are recognised for all taxable temporary differences associated with investments in subsidiary companies, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax assets and unused tax losses can be utilised. For deductible temporary differences associated with investments in subsidiary companies, deferred tax assets are only 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 difference can be utilised.

The carrying amount of deferred tax assets is reviewed at each 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.

Deferred tax assets and liabilities are 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 at the balance sheet date.




(o) Depreciation

Depreciation is calculated on the straight-line method to write-off the cost of property, plant and equipment over their estimated useful lives. The estimated useful lives of property, plant and equipment are as follows :-

Leasehold land and properties (including land use rights) - over the term of lease

Plant and equipment - 5 years

Computers and software - 3 years

Other assets - 5 years

Fully depreciated property, plant and equipment 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.

(p) Impairment of assets

An assessment is made at each balance sheet date to determine whether there is objective evidence that an asset may be impaired. If such evidence exists, the estimated recoverable amount is determined and any impairment is charged to the profit and loss account unless it reverses a previous revaluation in which case it will be charged to equity. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(q) Borrowing costs

Borrowing costs are recognised as expenses in the financial year in which they are incurred.

(r) Employee benefits

Short term employee benefits

All short term employee benefits, including accumulated compensated absences, are recognised in the profit and loss account in the period in which the employees render their services.

Defined contribution plan

As required by law, the Group makes contributions to the state pension schemes, the Central Provident Fund (“CPF”) for Singapore and the Employees Provident Fund (“EPF”) for Malaysia. CPF and EPF contributions are recognised as compensation expenses in the same period as the employment that give rise to the contribution.

The subsidiary companies in the People’s Republic of China operate defined contribution pension schemes. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.




(s) Foreign currencies

Transactions arising in foreign currencies during the year are translated at average exchange rates for the year which approximates those ruling on the transaction dates. Foreign currency monetary assets and liabilities are converted into local currency at year-end exchange rates. All exchange differences arising from translation are included in the profit and loss account.

For inclusion in the consolidated financial statements, all assets and liabilities of the foreign subsidiary companies are translated into Singapore dollars at the exchange rates ruling at the balance sheet date and the results of foreign subsidiary and associated companies are translated into Singapore dollars at the average exchange rates during the year. Exchange differences due to such currency translations are included in exchange translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the acquiring entity and are recorded at the exchange rate at the date of the transaction.

(t) Government grants

Government grant, if any, which is receivable in relation to property, plant and equipment, will be deducted from the cost of the property, plant and equipment. Depreciation will be charged on the net carrying amount of the asset.

(u) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Short-term deposits, which are held to maturity, are carried at cost.

(v) Segmental reporting

For management purposes, the Group is organised on a worldwide basis into two major operating businesses which is the basis on which the Group reports its primary segment information. Details of which are provided in Note 3.

Segment revenue, expenses and results include transfers between business segments and between geographical segments. Such transfers are accounted for on an arm’s length basis and at terms agreed between the segments.



3. SEGMENT INFORMATION

(a) Business segment

The Group operates in two business segments; namely, (i) Precision Engineering, its core business and (ii) LCD, which commenced operations during the year under review. The Precision Engineering business includes services provided in the design and fabrication of toolings, prototyping, mass production and sub-assembly of stamped metal parts and purchased components. The LCD business relates to assembly of LCD monitors.

Inter-segment pricing is on an arm’s length basis and at terms agreed between the segments.

Precision Engineering LCD Elimination Consolidated 2004 2003 2004 2003 2004 2004 2003 $ $ $ $ $ $ $

Segment revenue: Sales to external customers 115,693,978 115,794,908 19,509,188 – – 135,203,166 115,794,908

Intersegment sales 33,373 – – – (33,373) – –

Total revenue 115,727,351 115,794,908 19,509,188 – (33,373) 135,203,166 115,794,908

Profit before interest and taxation 11,153,218 11,138,681 (8,663,859) (31,552) – 2,489,359 11,107,129

Finance costs (536,552) (590,420)

Share of results of an associated company 124,329 – – – – 124,329 –

Profit before tax and minority interests 2,077,136 10,516,709

Taxation (2,011,292) (1,912,112)

Minority interests 525,888 46,354

Net profit 591,732 8,650,951

Segment assets 104,227,713 110,401,895 14,167,433 2,029,500 – 118,395,146 112,431,395

Unallocated assets – – – – – – –

Total assets 104,227,713 110,401,895 14,167,433 2,029,500 – 118,395,146 112,431,395

Segment liabilities 45,083,367 44,279,919 8,473,046 382,446 – 53,556,413 44,662,365

Unallocated liabilities – – – – – – –

Total liabilities 45,083,367 44,279,919 8,473,046 382,446 – 53,556,413 44,662,365

Other segment information:

Capital expenditures 19,540,234 10,338,440 298,763 476,525 – 19,838,997 10,814,965 Depreciation and amortisation 7,040,672 6,779,347 135,868 1,793 – 7,176,540 6,781,140 Impairment losses – – – – – – –

Other significant non-cash expenses 543,290 464,024 5,406,335 – – 5,949,625 464,024



3. Segment Information (cont’d)

(b) Geographical segments

The Group defines its geographical segments based on the locations of its immediate customers, regardless of the location of the end customers. The following presents revenue information regarding geographical segments for the financial year ended 31 December 2004 and 2003:

People’s Republic Consolidated Singapore Malaysia of China Vietnam Taiwan Others total $ $ $ $ $ $ $

Financial year ended 31 December 2004

Revenue

External sales 31,674,113 36,400,492 45,392,172 3,770,185 16,417,466 1,548,738 135,203,166

Assets

Segment assets 36,880,716 386,467 57,670,040 22,310,478 1,147,445 - 118,395,146

Capital expenditure 631,136 20,469 4,270,021 14,899,783 17,588 - 19,838,997

Financial year ended 31 December 2003

Revenue

External sales 33,627,535 44,454,793 37,291,992 18,067 402,521 - 115,794,908

Assets

Segment assets 59,173,877 1,763,828 46,488,052 3,067,910 1,937,728 - 112,431,395

Capital expenditure 912,455 198,442 9,661,757 7,993 34,318 - 10,814,965

4. REVENUE

Revenue represents invoiced value of goods supplied and services rendered. In respect of the Group, it excludes intra-group transactions.

Group Company 2004 2003 2004 2003 $ $ $ $

Revenue is analysed as follows :- External customers 135,203,166 115,794,908 91,332,473 88,342,860 Related companies – – 54,506 68,420

135,203,166 115,794,908 91,386,979 88,411,280



5. OTHER INCOME

Group Company 2004 2003 2004 2003 $ $ $ $

Interest income from banks 49,146 46,474 26,261 30,514 Interest income from loans to subsidiary companies – – 877 133,397 Royalty income – – 196,200 206,760 Gain on disposal of property, plant and equipment 8,681 – 54,485 498,342 Incentive income 28,818 – – – Sundry 16,856 – – –

103,501 46,474 277,823 869,013

6. STAFF COSTS

Salaries, bonuses and other costs 16,287,427 15,246,579 8,893,493 8,867,405 CPF and other pension contributions 1,158,753 1,175,937 613,394 720,382

17,446,180 16,422,516 9,506,887 9,587,787

Included in the staff costs for the Group are defined contribution schemes and other emoluments for the top 5 key executives who are not directors totalled $56,169 (2003: $79,519) and $580,880 (2003: $692,258).

7. OPERATING PROFIT

Operating profit is stated after charging:- Amortisation of goodwill (Note 10) 169,165 55,583 – – Non-audit fees - Auditors of the Company 39,498 28,591 31,690 26,365 Depreciation of property, plant and equipment (Note 11) 7,007,375 6,725,557 1,845,328 2,303,061 Directors’ emoluments - Directors of the Company • Directors’ remuneration*# 587,662 1,034,081 587,662 1,034,081 • Directors’ fee 270,000 226,575 270,000 226,575 - Other Directors of subsidiary companies • Directors’ remuneration 134,042 115,851 – – • Directors’ fee 26,233 18,774 – – Allowance for doubtful debts (Notes 16 and 17) - Trade debtors 285,036 382,999 256,797 332,399 - Subsidiary company – – 269,213 – Allowance for inventory obsolescence, net (Note 15) 5,664,590 63,408 66,700 – Foreign exchange loss 1,038,400 870,863 1,149,243 819,111 Operating lease expenses 810,658 838,452 420,365 420,508

* Directors’ remuneration includes Directors’ profit-sharing of the Group’s results amounting to nil (2003 : $447,415) pursuant to service agreements with certain Directors.

# Includes CPF contributions of $22,751 (2003 : $27,566).



8. FINANCE COSTS

Group Company 2004 2003 2004 2003 $ $ $ $

Short-term bank loan interest 381,566 100,079 18,517 20,082 Long-term bank loan interest 22,217 259,754 22,217 267,320 Hire purchase interest 132,769 230,587 121,494 136,620

536,552 590,420 162,228 424,022

9. TAXATION

Provision for taxation in respect of profit for the year :- Singapore - Current taxation 1,541,058 1,973,370 1,541,058 1,973,370 - Deferred taxation (Note 24) (69,460) (23,963) (69,460) (23,963) Malaysia - Current taxation 350 394 – – China - Current taxation 551,668 – – –

2,023,616 1,949,801 1,471,598 1,949,407 Foreign withholding tax - Current year – 28,032 – 28,032 - Overprovision in prior years (12,324) – (12,338) – Overprovision in respect of previous years :- Singapore - Deferred taxation (Note 24) – (65,167) – (65,167) Malaysia - Current taxation – (554) – –

2,011,292 1,912,112 1,459,260 1,912,272

A reconciliation of the taxation charge determined by applying the statutory tax rate to the Group’s and Company’s profit before taxation and the taxation charge above was as follows :

Profit before taxation 2,077,136 10,516,709 6,533,775 7,367,129

Tax at statutory tax rate of 20.0% (2003 : 22.0%) 415,427 2,313,676 1,306,755 1,620,768 Adjustments for : Non-deductible expenses 109,927 107,004 216,358 341,491 Overseas subsidiary companies’ - profit under tax incentive (378,160) – – – - profit not subject to taxation – (738,579) – – - losses not available for set- off against Group’s profits 1,942,463 141,389 – – Deferred tax assets not recognised – 48,270 – – Others (66,041) 78,041 (51,515) (12,852)

Current year’s taxation charge 2,023,616 1,949,801 1,471,598 1,949,407



9. Taxation (cont’d)

As at 31 December 2004, certain subsidiary companies have unabsorbed tax losses amounting to $3,770,000 (31.12.2003 : $1,100,000) available for set-off against future taxable profits. These have not have recognised as deferred tax assets due to the uncertainty of adequate future taxable income. This is subject to the agreement of the relevant tax authorities and compliance with the relevant tax legislations.

The statutory tax rate for the year of assessment 2005 had been lowered to 20.0% from 22.0% for the year of assessment 2004.

10. GOODWILL, NET

Group 2004 2003 $ $

At cost Balance at beginning of the year 213,221 197,048 Acquisition of additional interest in a subsidiary company 31,232 16,173

Balance at end of the year 244,453 213,221

Accumulated amortisation Balance at beginning of the year 75,288 19,705 Charge for the year (Note 7) 169,165 55,583

Balance at end of the year 244,453 75,288

Net book value: Balance at end of the year – 137,933

During the financial year, the Company acquired an additional 29% equity interest in Allied Technology Vietnam Co., Ltd. for a consideration of $31,232. The goodwill of $31,232 arising from the acquisition was written-off in the current financial year as the company has ceased operation.



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11. Property, Plant and Equipment, Net (cont’d)

Included in property, plant and equipment of the Group and the Company are plant and equipment and motor vehicles with net book values of $1,739,300 (2003 : $2,806,128) and $679,034 (2003 : $1,238,591) acquired under hire purchase agreements.

12. INTERESTS IN SUBSIDIARY COMPANIES, NET

Company 2004 2003 $ $

Unquoted shares, at cost 29,929,274 19,355,755 Less: Provision for impairment in value of investments (1,472,539) (1,210,297)

28,456,735 18,145,458 Loan receivable, unsecured 20,537,976 13,633,449

48,994,711 31,778,907

The provision for impairment in value of investments arose primarily from the deficit between the Company’s carrying cost of investments and its share of the underlying net assets.

Analysis of the movements in provision is as follows : Balance at beginning of year (1,210,297) – Provided during the year (262,242) (1,210,297)

Balance at end of year (1,472,539) (1,210,297)

The loan receivable due from the subsidiary companies is interest-free, non-trade related, and is not expected to be repaid within one year. As there is no fixed term of repayment, the Directors are of the opinion that the fair value of the loan receivable could not be reasonably determined.

The subsidiary companies as at 31 December 2004 are:-

Percentage of Name of company Principal activities Cost equity held (Country of incorporation) (Place of business) 2004 2003 2004 2003 $ $ % %

+ Allied Machineries Toolmaking, manufacture 4,806,484 4,806,484 100 100 (Shanghai) Co., Ltd. of metal stamped parts, (People’s Republic and provision of value- of China) (“PRC”) added assembly services (People’s Republic of China)

+ Allied Electronics Production and assembly of 1,211,100 1,211,100 70 70 (Shanghai) Co., Ltd. LCD monitors and other (People’s Republic electronics and computer of China) peripheral products (People’s Republic of China)



12. Interests in Subsidiary Companies, net (cont’d)


+ Allied Machineries Toolmaking, manufacture 8,939,283 8,939,283 100 100 (Suzhou) Co., Ltd. of metal stamped parts, and (People’s Republic provision of value-added of China) assembly services (People’s Republic of China)

# Allied Precision Manufacture of metal 218,323 218,323 100 100 Manufacturing stamped parts and provision (M) Sdn. Bhd. of value-added sub- (Malaysia) assembly services (Malaysia)

• Vietnam Allied Toolmaking, manufacture of 3,807,350 3,807,350 100 100 Precision Co., Ltd. metal stamped parts, and (Vietnam) provision of value-added assembly services (Vietnam)

• Allied Technology Plastic injection moulding 264,992 191,973 100 71 Vietnam Co., Ltd. and manufacture of (Vietnam) plastic parts (Vietnam)

* Allied Technologies Toolmaking, manufacture of 6,120,500 – 100 100 (Saigon) Co., Ltd. metal stamped parts, and (Vietnam) provision of value-added assembly services (Vietnam)

* Allied Precision Plastic Plastic injection moulding 1,300,500 – 100 71 (Saigon) Co., Ltd. and manufacture of (Vietnam) plastic parts (Vietnam)

* Allied Electronics Production and assembly of 3,079,500 – 100 100 (Saigon) Co., Ltd. computer and computer (Vietnam) peripheral products (Vietnam)

@ Allied Technologies Marketing office 181,242 181,242 100 100 (Taiwan) Co., Ltd. (Taiwan) (Taiwan)

29,929,274 19,355,755



12. Interests in Subsidiary Companies, net (cont’d)

+ Audited by Ernst & Young, Hua Ming, People’s Republic of China.

# Audited by Ernst & Young, Malaysia.

* Audited by Ernst & Young, Vietnam.

• Not audited for the financial year ended 31 December 2004. In the process of liquidation and operations have been transferred to another subsidiary company in Vietnam.

@ Not required to be audited by law in its country of incorporation for the financial year ended 31 December 2004.

13. INTERESTS IN AN ASSOCIATED COMPANY

Group Company 2004 2003 2004 2003 $ $ $ $

Investment in shares, unquoted: At cost 2,080,934 – 2,080,934 – Share of post-acquisition reserves 124,329 – 124,329 –

Carrying amount 2,205,263 – 2,205,263 –

The consideration paid was based on the net book value of the associated company as at 30 June 2004.

The associated company as at 31 December 2004 is:-


Power Station Investment Holding 2,080,934 – 22 – Holdings Limited (Taiwan) (Mauritius)



14. OTHER INVESTMENTS, NET

Group Company 2004 2003 2004 2003 $ $ $ $

Club memberships, at cost 636,349 325,360 325,360 325,360 Provision for impairment in value of investment (158,160) (158,160) (158,160) (158,160)

478,189 167,200 167,200 167,200

Details of provision for impairment in value of investment are as follows:

Balance at beginning and end of financial year (158,160) (158,160) (158,160) (158,160)

15. INVENTORIES, NET

Finished goods 3,496,120 2,783,310 1,928,996 1,747,424 Work-in-progress 4,518,851 1,889,080 1,931,996 1,127,953 Raw materials 12,259,178 9,286,489 1,023,647 3,925,524

20,274,149 13,958,879 4,884,639 6,800,901

Inventories are stated after deducting allowance for inventory obsolescence of (5,739,170) (283,397) (240,847) (174,147) Analysis of allowance for inventory obsolescence:- Balance at beginning of financial year (283,397) (221,077) (174,147) (174,147) Charge to profit and loss account (Note 7) (5,664,590) (63,408) (66,700) – Currency realignment 208,817 1,088 – –

Balance at end of financial year (5,739,170) (283,397) (240,847) (174,147)

Inventories - at cost 11,773,027 13,958,879 4,884,639 6,800,901 - at net realisable value 8,501,122 – – –

20,274,149 13,958,879 4,884,639 6,800,901



16. AMOUNTS DUE FROM SUBSIDIARY COMPANIES, NET

Company 2004 2003 $ $

Amounts due from subsidary companies are stated after deducting allowance for doubtful debts of (269,213) –

Analysis of allowance for doubtful debts:-

Balance at beginning of financial year – – Charge to profit and loss account (Note 7) (269,213) –

Balance at end of financial year (269,213) –

The non-trade receivables relate to sale of property, plant and equipment, payments made on behalf of the subsidiary companies (raw materials and sundry expenses), royalty fees and loan interest. These amounts are unsecured, interest-free and have no fixed terms of repayment. As there is no fixed term of repayment, the Directors are of the opinion that the fair value of the amounts due from subsidiary companies could not be reasonably determined.

17. TRADE DEBTORS, NET

Group Company 2004 2003 2004 2003 $ $ $ $

Trade debtors are stated after deducting allowance for doubtful debts of (1,305,346) (1,037,022) (975,795) (723,781)

Analysis of allowance for doubtful debts :- Balance at beginning of financial year (1,037,022) (725,462) (723,781) (455,450) Charge to profit and loss account (Note 7) (285,036) (382,999) (256,797) (332,399) Provision utilised during the year 4,783 65,180 4,783 64,068 Currency realignment 11,929 6,259 – –

Balance at end of financial year (1,305,346) (1,037,022) (975,795) (723,781)



18. OTHER DEBTORS

Group Company 2004 2003 2004 2003 $ $ $ $

Sundry debtors 1,589,890 584,455 – 200,434 Prepayments 383,298 216,621 52,071 44,092 Deposits 2,363,541 2,318,489 2,462,388 2,087,600

4,336,729 3,119,565 2,514,459 2,332,126

Sundry debtors of the Group are mainly import duties receivables and VAT receivables. Deposits of the Group relate to payments made for the construction of the factories in Vietnam and purchase of machineries by subsidiary companies.

Included in deposits of the Company is an amount of $2,226,660 (2003: $1,971,360) that relates to the land lease agreement with Saigon Hi-Tech Park in Ho Chi Minh City, Vietnam, to acquire land use rights over a piece of land. This amount would be invoiced to the respective subidiary companies in Vietnam upon completion of the necessary documentation. Accordingly, this amount is classified as fixed assets at Group level.

19. FIXED DEPOSITS

These amounts are pledged as security for banking facilities.

20. AMOUNTS DUE TO SUBSIDIARY COMPANIES

Company 2004 2003 $ $

Trade 1,923,020 4,332,779 Non-trade 809,011 67,038

2,732,031 4,399,817

The amounts due to subsidiary companies are unsecured, interest-free and have no fixed terms of repayment. As there is no fixed term of repayment, the Directors are of the opinion that the fair value of the amounts due to subsidiary companies could not be reasonably determined.



21. HIRE PURCHASE CREDITORS

The future minimum payments under hire purchase agreements are as follows:

Present Present Minimum value of Minimum value of payments payments payments payments 2004 2004 2003 2003 $ $ $ $

Group

Within one year 650,761 587,083 1,258,646 1,126,620 After one year but not more than five years 159,092 150,086 566,254 507,192

Total minimum lease payments 809,853 737,169 1,824,900 1,633,812 Less : Amounts representing finance charges (72,684) – (191,088) –

Present value of minimum lease payments 737,169 737,169 1,633,812 1,633,812

Company

Within one year 593,862 537,617 1,171,764 1,051,088 After one year but not more than five years 159,092 150,086 507,086 455,752

Total minimum lease payments 752,954 687,703 1,678,850 1,506,840 Less : Amounts representing finance charges (65,251) – (172,010) –

Present value of minimum lease payments 687,703 687,703 1,506,840 1,506,840

22. OTHER CREDITORS AND ACCRUALS

Group Company 2004 2003 2004 2003 $ $ $ $

Sundry creditors 5,807,573 4,433,008 1,040,122 941,564 Payroll accruals 2,702,114 2,489,999 1,811,992 1,796,039 Accrued operating expenses 1,455,229 1,348,160 624,343 1,063,931 Accrual for directors’ profit-sharing bonus – 444,623 – 444,623

9,964,916 8,715,790 3,476,457 4,246,157

23. AMOUNTS DUE TO BANKERS

In the current year, the amounts due to bankers relate to short-term financing which bear interest ranging from 2.57% to 3.86%. Facilities granted to the subsidiary companies are secured by corporate guarantees provided by the Company.



24. DEFERRED TAXATION

Group Company 2004 2003 2004 2003 $ $ $ $

Balance at beginning of financial year 162,966 252,096 162,966 252,096 Write-back for the year (Note 9) (69,460) (23,963) (69,460) (23,963) Write-back in respect of previous years (Note 9) – (65,167) – (65,167)

93,506 162,966 93,506 162,966

The deferred taxation arisen as a result of:- Excess of net book value over tax written-down value of property, plant and equipment 111,842 146,374 111,842 146,374 Allowance for doubtful debts (59,688) (64,104) (59,688) (64,104) Unremitted income 41,352 80,696 41,352 80,696

93,506 162,966 93,506 162,966

As at 31 December 2004, the Group has unremitted earnings of certain of the Group’s subsidiary companies of approximately $7,619,000 (2003 : $4,270,000), which deferred taxation liability has not been provided.

25. SHARE CAPITAL

Group and Company 2004 2003 $ $

Authorised:-

Balance at beginning of year

1,000,000,000 (2003: 10,000,000) ordinary shares of $0.05 (2003: $1) each 50,000,000 10,000,000 Increase of nil (2003: 40,000,000) ordinary shares of $1 each – 40,000,000

1,000,000,000 (2003 : 50,000,000) ordinary shares of $0.05 (2003: $1) each 50,000,000 50,000,000

Balance at end of year

1,000,000,000 (2003 : 1,000,000,000) ordinary shares of $0.05 (2003 : $0.05) each 50,000,000 50,000,000



25. Share Capital (cont’d)


Issued and fully paid:-

Balance at beginning of year

378,980,000 (2003: 8,097,000) ordinary shares of $0.05 (2003 : $1) each 18,949,000 8,097,000

Bonus issue of nil (2003: 5,562,000) ordinary shares of $1 each out of share premium account and revenue reserves – 5,562,000

18,949,000 13,659,000 Issue of nil (2003: 92,000,000) new ordinary shares of $0.05 each by way of public offer – 4,600,000 Issue of additional nil (2003: 13,800,000) new ordinary shares of $0.05 each for exercise of over-allotment option – 690,000

Balance at end of year

378,980,000 (2003: 378,980,000) ordinary shares of $0.05 (2003: $0.05) each 18,949,000 18,949,000

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 restriction.

There is presently no options scheme on unissued shares in the Company.

26. CAPITAL RESERVE

Capital reserve relates to the appropriation of profit made in accordance with the relevant regulations applicable to wholly foreign owned investment enterprises established in the PRC. The relevant PRC subsidiary companies have to appropriate at least 10% of their net profit after taxation determined according to the statutory financial statements to the reserve fund until the fund has reached 50% of its registered capital.



27. EARNINGS PER SHARE

The calculation for basic and diluted earnings per share is based on :

Group 2004 2003 $ $

Net profit attributable to shareholders 591,732 8,650,951

Group 2004 2003 $ $

The weighted average number of ordinary shares is arrived at as follows :

Issued ordinary shares at beginning of the year 378,980,000 8,097,000 Bonus issue out of share premium account and revenue reserves – 5,562,000

378,980,000 13,659,000 Subdivision of ordinary shares – 273,180,000 Weighted average number of ordinary shares issued by way of public offer and over-allotment – 54,809,315

Weighted average number of ordinary shares 378,980,000 327,989,315

28. CASH AND CASH EQUIVALENTS

Group 2004 2003 $ $

Cash and cash equivalents comprise the following :

Cash at bank and in hand 12,418,764 28,280,409



29. OPERATING LEASE COMMITMENTS

The Group leases certain property under lease agreements that are non-cancellable within a year. The leases expire at various dates till 2040 and contain certain provisions for rental adjustments. Future minimum lease payments for all leases with initial or remaining terms of one year or more are as follows:

Group Company 2004 2003 2004 2003 $ $ $ $

Within one year 479,137 777,859 421,935 389,628 After one year but not more than five years 1,102,358 1,201,143 1,102,358 1,000,545 After five years 2,062,437 2,448,071 2,062,437 2,448,071

3,643,932 4,427,073 3,586,730 3,838,244

30. FUTURE CAPITAL EXPENDITURE

Capital expenditure not provided for in the financial statements :-

Commitments in respect of contracts placed 16,224,613 28,797,686 13,484,000 26,931,510

Included in the Company’s commitments is an amount of $8,430,550 (2003: $23,586,510) which relates to the injection of capital in overseas subsidiary companies.

31. CONTINGENT LIABILITIES

(a) Legal claim

PGK Media Pte Ltd (“PGK”) has commenced legal action against the Company in the High Court of Singapore for an alleged breach of contract or alternatively, alleged negligence resulting in an estimated alleged loss of $5,120,000 (2003: $5,120,000). Based on the advice of its legal counsel, the Company is defending against the claim. Based on a review of the matter and in the light of the advice of its legal counsel, the Board is of the view that PGK has no sustainable case against the Company.

(b) Land premium

A subsidiary company had entered into a contract with the Land Administration of Wuxian City, Jiangsu province (the “City Land Administration Office”) for the grant of land use rights over a piece of land for a period of 50 years commencing 26 October 2001 (“Land Use Rights”). Under the terms of the contract, the subsidiary company is required to pay a land premium of RMB7,238,190 (equivalent of $1.52 million) to the City Land Administration Office, comprising a land premium of RMB4,798,800 (equivalent of $1.01 million) and facilities fee of RMB2,439,390 (equivalent of $0.51 million). In relation thereto, the Changqiao Town Government (the “Town Government”) represented to the subsidiary company that the Land Use Rights would be granted at a preferential land premium rate as stipulated by the People’s Government of Jiangsu province.

In reliance on the representation by the Town Government, the subsidiary company has to-date paid a total land premium of RMB2,100,000 (equivalent of $0.44 million) for the Land Use Rights, based on the preferential rate, the receipt of which had been acknowledged by the Changqiao Town branch of the City Land Administration Office. In connection therewith, a formal Land Use Rights certificate has been issued to the subsidiary company, as the legal owner on 28 November 2001, by the People’s Government of Suzhou City pursuant to the provisions and procedure of the relevant laws, under which the City Land Administration Office would only issue any Land Use Rights certificate upon receipt of the requisite land premium and facilities fee for the Land Use Rights.



31. Contingent Liabilities (cont’d)

(b) Land premium (cont’d)

It is unclear under PRC laws whether the Town Government has the authority to lower the land premium and facilities fee by RMB5,138,190 (equivalent of $1.08 million). Although since 28 November 2001 to-date, the City Land Administration Office has not made any claim against the subsidiary company in respect of the balance land premium and facilities fees and notwithstanding the Town Government had repeatedly assured the subsidiary company that the balance land premium and facilities fee need not be paid, no official document from the City Land Administration Office confirming the waiver of the balance land premium and facilities fee has been received by the subsidiary company.

In the unlikely event that the City Land Administration Office should make a demand for the balance land premium and facilities fee, an additional amount of $1.08 million, with interest accrued thereon and late payment penalty (if applicable) would need to be accrued in the financial statements.

The Directors consider the crystallisation of this contingent liability to be remote. Accordingly, no accrual for the exposure has been made.

(c) Letter of financial support

The Company has issued a letter of undertaking to provide adequate financial support in the foreseeable future to enable its subsidiary company to meet its financial obligation as and when they fall due.

At 31 December 2004, the net liability position of the subsidiary companies amounted to $7,991,518 (2003: $696,424).

(d) Corporate guarantees

The Company has provided corporate guarantees for certain banking facilities granted by bank to its subsidiary companies. At 31 December 2004, these corporate guarantees amounted to approximately $26.7 million (2003: $9.5 million). The outstanding utilised banking facilities secured by such guarantees amounted to $12,464,891 (2003: $849,000) as at 31 December 2004.

32. DIVIDENDS PAID AND PROPOSED

Dividends paid:


Final dividend of 0.49 (2003: 37.09) cent per ordinary share of the Company less 20% (2003: 22%) income tax 1,857,002 3,003,000

Following the Budget announcement on 27 February 2004, the corporate tax rate is reduced to 20.0% from 22.0% with effect from Year of Assessment 2005. Consequently, the Directors have revised the proposed dividend per share from 0.48 to 0.49 cent per share, net of tax of 20.0%.

There is no dividend proposed in the year under review.



33. SIGNIFICANT RELATED PARTIES TRANSACTIONS

Related parties refer to companies within the Group and companies in which certain Directors have or are deemed to have significant interests or exercise significant influence. Related parties transactions were based on terms agreed between the parties, determined on a commercial basis.

For the year under review, an amount of $61,477 (2003: $146,707) was transacted with a firm, in which a director is a partner, for legal and other professional services rendered.

34. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The main risks arising from the Company’s and Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board of Directors reviews and agrees policies for managing each of these risks and they are summarised below :

Interest rate risk

Interest rate risk is the risk that changes in interest rate will have an adverse financial effect on the Group’s financial conditions and/or results.

The Group’s exposure to market risk for changes in interest rate environment relates mainly to its cash balances, fixed deposits and debt obligations.

The Group manages its interest rate exposure through reviews of its debt portfolio and cash resources deployment, taking into account the debts and deposits periods and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve certain level of protection against rate hikes.

Liquidity risk

Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments.

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient level of cash or cash convertible investments to meet its working capital requirement. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group will constantly raise committed funding from both capital markets and financial institutions and prudently balance its portfolio with some short term funding so as to achieve overall cost effectiveness.



34. Financial Risk Management Objectives and Policies (cont’d)

Foreign currency risk

Foreign currency risk arises from a change in foreign currency exchange rate which is expected to have adverse effects on the Group in the current reporting period and in future years.

The Group is exposed to foreign currency exchange fluctuations mainly in US dollars, PRC Renminbi, Malaysian Ringgit, Vietnam Dong and New Taiwan dollars.

The Group maintains a natural hedge, wherever possible, by matching the foreign currencies assets against its liabilities. However, the Group continues to be exposed to foreign currency risk relating to any unmatched amounts, which is managed by the use of forward contracts when appropriate.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level. In relation to its overseas investments in its foreign subsidiary companies whose net assets are exposed to currency translation risk and which are held for long term investment purposes, the differences arising from such translation are captured under the exchange translation reserve. These translation differences are reviewed and monitored on a regular basis.

Credit risk

Credit risk is the risk that companies and other parties will be unable to meet their obligations to the Group resulting in financial loss to the Group.

It is the Group’s policy to enter into sales agreements with creditworthy customers. Surplus funds are placed with reputable financial institutions.

The trade and other debtors represent the Group’s maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk. The Group has no significant concentration of credit risk.

Fair values

The carrying amounts of trade and other debtors, cash and cash equivalents, trade and other creditors and short-term borrowings approximate their fair values due to their short-term nature.

The carrying amount of long-term borrowings approximates their fair values as these instruments bear interest at floating rates.

35. SUBSEQUENT EVENTS

On 1 March 2005, the Company acquired the remaining 30% of the issued share capital of Allied Electronics (Shanghai) Co.,Ltd. (“AESH”) at a consideration of US$300,000. Subsequent to the acquisition, AESH becomes a wholly-owned subsidiary of the Company. The financial effects arising from the acquisition cannot be determined with sufficient reliability.

The Board of Directors have approved the proposed Allied Technologies Employee Share Options Scheme in February 2005. The adoption of this scheme is subjected to the approval from the Singapore Exchange Limited and shareholders of the Company. Under the proposed scheme, the aggregate number of shares over which options may be granted, when added to the number of shares issued and issuable in respect of all options granted under the scheme shall not exceed 15% of the issued share of the Company on the date preceding the grant of the options.



Distribution of Shareholdings No. of Size of Shareholdings Shareholders % No. of Shares %

1 - 999 0 0.00 0 0.001,000 - 10,000 1,374 54.35 9,836,000 2.6010,001 - 1,000,000 1,133 44.82 55,236,000 14.571,000,001 and above 21 0.83 313,908,000 82.83

TOTAL 2,528 100.00 378,980,000 100.0

Substantial Shareholders(As recorded in the Register of Substantial Shareholders as at 7 March 2005)

Name of Shareholders Direct Interest Deemed Interest No. of Shares % No. of Shares %

Hsu Ching Yuh 158,720,720 41.88 - -Yu Yi Chang 71,923,560 18.98 - -

Twenty Largest ShareholdersNo. Name No. of Shares %

1 HSU CHING YUH @ SHEU CHING YUH 158,720,720 41.882 YU YI CHANG 71,923,560 18.983 YU MIN-HUI 14,802,740 3.914 SOH WENG KHEONG 14,358,420 3.795 OCBC SECURITIES PRIVATE LTD 6,730,000 1.786 CHANG YU CHING 5,921,100 1.567 HL BANK NOMINEES (S) PTE LTD 4,725,000 1.258 WANG YUNG-TUNG 4,453,460 1.189 UOB KAY HIAN PTE LTD 4,213,000 1.1110 PHILLIP SECURITIES PTE LTD 4,164,000 1.1011 HSBC (SINGAPORE) NOMINEES PTE LTD 3,325,000 0.8812 DBS VICKERS SECURITIES (S) PTE LTD 2,989,000 0.7913 DBS NOMINEES PTE LTD 2,684,000 0.7114 KIM ENG SECURITIES PTE. LTD. 2,639,000 0.7015 NG SIEW KIM 2,261,000 0.6016 MAYBAN NOMINEES (S) PTE LTD 2,078,000 0.5517 TAN KAH HUAT 1,975,000 0.5218 CHANG KUO YUNG 1,645,000 0.4319 HONG KONG CHINESE LIMITED 1,470,000 0.3920 UNITED OVERSEAS BANK NOMINEES PTE LTD 1,455,000 0.38

TOTAL 312,533,000 82.49

Rule 723 of the SGX-ST’s Listing Manual has been complied with. The percentage of shareholding held by the public is 27.92%.

Statistics of ShareholdingsAs at 7 March 2005

Authorised share capital : S$50,000,000Issued and fully paid capital : S$18,949,000Class of shares : Ordinary share of S$0.05 eachVoting rights : One vote per share


NOTICE IS HEREBY GIVEN that the Annual General Meeting of ALLIED TECHNOLOGIES LIMITED will be held at 25 Bukit Batok Street 22 Singapore 659591 on Friday, 22 April 2005 at 9.00 a.m. for the following purposes:-

AS ORDINARY BUSINESS:-

1. To receive and adopt the Directors’ Report and the Audited Accounts for the year ended 31 December 2004 together with the Auditors’ Report thereon. (Resolution 1)

2. To re-elect the following Directors retiring pursuant to Article 107 of the Company’s Articles of Association:-

Mr Loo Choon Chiaw (Resolution 2) Mr Sitoh Yih Pin (Resolution 3)

Mr Loo Choon Chiaw and Mr Sitoh Yih Pin will, upon re-election as Directors of the Company, remain as members of the Audit Committee and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

3. To approve the payment of Directors’ fees of S$270,000.00 for the year ended 31 December 2004. (Resolution 4)

4. To re-appoint Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 5)

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

AS SPECIAL BUSINESS:-

6. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

That pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to allot and issue Shares or convertible securities from time to time (whether by way of rights, bonus or otherwise) and upon such terms and conditions and for such purposes and to such person as the Directors may in their absolute discretion deem fit, provided that the aggregate number of Shares and convertible securities issued pursuant to such authority shall not exceed 50% of the issued share capital of the Company, of which the aggregate number of Shares and convertible securities issued other than on a pro-rata basis to the existing Shareholders of the Company shall not exceed 20% of the issued share capital of the Company (the percentage of issued share capital being based on the issued share capital at the time such authority is given after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or subdivision of shares) and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the Company’s next Annual General Meeting. [see Explanatory Note] (Resolution 6)

BY ORDER OF THE BOARD

WEE WOON HONGCompany SecretarySingapore6 April 2005

Notice of Annual General Meeting


EXPLANATORY NOTE:

The Ordinary Resolution proposed in item 6 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to allot and issue shares and convertible securities in the Company up to an amount not exceeding in total fifty per cent (50%) of the issued share capital of the Company for such purposes as they consider would be in the interest of the Company, provided that the aggregate number of shares to be issued other than on a pro-rata basis to existing shareholders pursuant to this Resolution shall not exceed twenty per cent (20%) of the issued capital of the Company. The percentage of issued capital is based on the Company’s issued capital at the time the proposed Ordinary Resolution is passed after adjusting for (a) new shares arising from the conversion of convertible securities or employee share options on issue at the time the proposed Ordinary Resolution is passed and (b) any subsequent consolidation or subdivision of shares. This authority will, unless previously revoked or varied at a General Meeting, expire at the next Annual General Meeting of the Company.

NOTES:

(i) A member of the Company entitled to attend and vote at the above Meeting may appoint not more than two proxies to attend and vote instead of him.

(ii) Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the proxies. A proxy need not be a member of the Company.

(iii) If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised.

(iv) The instrument appointing a proxy must be deposited at the Registered Office of the Company at 25 Bukit Batok Street 22 Singapore 659591 not less than 48 hours before the time appointed for holding the above Meeting.

Notice of Annual General Meeting(cont’d)


I/We, (Name)

of (Address)

being a member/members of ALLIED TECHNOLOGIES LIMITED (the “Company”) hereby appoint:

Name Address NRIC/Passport Proportion of No. Shareholdings (%)

and/or (delete as appropriate)

Name Address NRIC/Passport Proportion of No. Shareholdings (%)

as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual General Meeting (“AGM”) of the Company, to be held on Friday, 22 April 2005 at 9.00 a.m., and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specific directions as to voting is given or in the event of any other matter arising at the AGM and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/their discretion.

No. Resolutions relating to: For* Against*

1 Directors’ Report and Audited Accounts for the year ended 31 December 2004

2 Re-election of Mr Loo Choon Chiaw as a Director

3 Re-election of Mr Sitoh Yih Pin as a Director

4 Approval of Directors’ fees amounting to S$270,000.00

5 Re-appointment of Ernst & Young as Auditors

6 Authority to allot and issue new shares

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

Dated this day of , 2005.

Signature(s) of Member(s) or Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF

Total number of shares in: No. of shares

(a) CDP Register

(b) Register of Members

Allied Technologies Limited(Incorporated in the Republic of Singapore)

Proxy FormAnnual General Meeting

✃


Notes

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.

2. Where a member appoints more than one proxy, the proportion of the shareholding to be represented by each proxy shall be specified in this proxy form. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s option to treat this proxy form as invalid.

3. A proxy need not be a member of the Company.

4. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in section 130A of the Companies Act, Cap. 50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members of the Company, you should insert that number of shares. If you have shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this proxy form will be deemed to relate to all the shares held by you.

5. This proxy form must be deposited at the Company’s registered office at 25 Bukit Batok Street 22 Singapore 659591 not less than 48 hours before the time set for the Meeting.

6. This proxy form must be under the hand of the appointor or of his attorney duly authorised in writing. Where this proxy form is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

7. Where this proxy form is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with this proxy form, failing which this proxy form shall be treated as invalid.

General

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

Documents

Allied Technologies Limited