GoodPack 2007 Annual Report

Goodpack Limited Annual Report 2007 �

World Leader of IBC Supply Chain Solutions

Annual Report 2007

GOODPACK LIMITED

Contents01 Vision and Mission

0� Chairman’s Statement

0� Business Review

05 Group Financial Highlights & Financial Calendar

06 Corporate Governance Statement

14 Board of Directors

15 Management Team

16 Corporate Information

COMPANY PROFILE

Goodpack® Limited is principally engaged in the business of renting its patented, multi-modal,

returnable metal box system, commonly known as Intermediate Bulk Container (IBC). IBC are used for

the packaging, transporting and storage of cargoes. Over the years, Goodpack® has been constantly

designing and improving its fleet of IBC to meet the diverse packaging needs of different industries.

The Company is based in Singapore and through a global network of subsidiaries and regional offices,

Goodpack® provides a comprehensive range of supply chain services and technical support to all its

clients globally.

VISION

Our Vision is to become the world leader in supplying Intermediate Bulk Container with the leading

edge technology and innovative supply chain solutions.

MISSION

Our Mission is to become the most successful global IBC Supply Chain Solutions provider, offering a

complete solution to customers, by consistently delivering the highest level of performance.

� Goodpack Limited Annual Report 2007

Another YeAr of Growth

We are pleased to report another year of growth for the Group. For the financial year ended 30 June 2007, the Group recorded a net profit after tax of USD24.7 million on a turnover of USD75.2 million. This represents 29.5% growth over the previous year’s net profit after tax and a corresponding 26.3% growth in revenue.

StrAteGic Achievement

As at 30 June 2007, the Group’s fleet size of IBC was 1.46 million units, making Goodpack undisputedly the world’s largest returnable IBC supply chain solution provider.

enhAncinG ShAreholderS’ vAlue

Our determination is to stay focused in our strategies and to deliver a consistent growth track record. The shareholders’ value has increased significantly year on year.

Earnings per share of the Company increased by 28% from 4.60 US cents as at 30 June 2006 to 5.88 US cents as at 30 June 2007. Net asset value per share of the Company increased by 44% from 20.66 US cents in FY2005/06 to 29.69 US cents in FY2006/07. The Company’s market capitalization increased from S$655 million as at 30 June 2006 to S$999 million as at 30 June 2007.

dividendS

The Board of Directors has recommended an ordinary cash dividend (exempt one tier) of SGD2 cents per share and a special cash dividend (exempt one tier) of SGD1 cent per share be distributed to shareholders for the year under review.

the future iS PoSitive

In line with the Group’s growth plan, the Group will continue to focus in the existing product segments that present strong

revenue growth potential. We have concluded contracts with few key global synthetic rubber producers and the roll out is expected to materialize in FY2007/08.

The Group has been expanding its presence in new geographical territories. We incorporated new subsidiaries in Europe and South America in FY2006/07 in order to serve our large volume customers as well as to penetrate into new accounts. The proximity to our customers will further optimize our IBC movement and hence the cost efficiency in delivering our services.

The Group has also invested in our own depot facilities in Europe and USA to drive cost effectiveness in serving our customers.

High crude oil prices, high steel prices, uncertain interest rates and volatile exchange rates remain key challenges to the Group. Mitigating strategies are in place to minimize the financial impacts of these challenges.

Barring unforeseen circumstances, the Group’s outlook is positive, and we anticipate further growth in our business in the financial year 2007/08.

A word of thAnkS

On behalf of the Board of Directors, I would like to express my sincere thanks and appreciation to the management team and staff for their perseverance and dedication. This has contributed to the successful execution of strategies and to achieve the Group’s vision and mission.

In addition, I would like to thank all our valued customers, suppliers, business associates and shareholders for their continued support.

dAvid lAm choon SenChairman and Managing Director

chairman’s Statement


Business review

revenue

The Group reported a revenue growth of 26.3% from USD59.6

million in FY2006 to USD75.2 million in FY2007. The increase

in revenue was due mainly to the demand growth in synthetic

rubber and chemical and food segments of 110.6% and

44.8% respectively year-on-year.

The Group has expanded its business with existing and new

customers in all geographical territories. Revenue generated

from European continent, Asia Pacific and Americas grew

66.1%, 25.8% and 11.2% respectively.

ProfitABilitY

The Group registered an operating profit of USD29.9 million,

a growth of 38.4% over the last financial year of USD21.6

million. Profit before tax for year ended 30 June 2007 was

USD26.8 million, a growth of 29.2% over the last financial

year of USD20.7 million. Profit after tax grew by 29.5% from

USD19.1 million to USD24.7 million. The Group’s profit after

tax margin improved from 32.0% to 32.8% over the year.

Logistic and handling costs (2007: USD24.9 million; 2006:

USD20.9 million) increased by 19.5% due primarily to the

increased business volume. Staff cost (2007: USD5.9 million;

2006: USD4.5 million) increased by 29.6% mainly due to

new staff in existing territories as well as new subsidiaries to

support the business expansion. Other operating expenses

(2007: USD5.4 million; 2006: USD4.0 million) increased by

36.1% due to increased marketing activities undertaken by

the Group and start-up costs incurred for newly incorporated

overseas subsidiaries. Finance cost (2007: USD3.2 million;

2006: USD0.9 million) increased significantly due to debt

funding of capital expenditure for fleet size expansion.

Following the Group’s asset galvanizing and enhancement

programme, the estimated useful life of older models of IBCs

was revised from 10 years to 15 years during the financial

year. This will align the useful life of all IBCs to 15 years.

The revision was made based on an independent professional

advice sought by the Group. The revised depreciation rate

resulted in a reduction of depreciation charge of approximately

USD2.48 million for the Group and USD4.12 for the Company.

The revised depreciation rate is applied prospectively.

The Group recorded basic earnings per share of 5.88 US cents

in FY2006/07 as compared with 4.60 US cents in FY2005/06.

USD(million)

80

60

40

20

02006

75.2

2007

59.6

PROFIT BEFORE TAXUSD

(million)80

60

40

20

0

USD(million)

80

60

40

20

0

29.9

21.6

2006 2007

2006

26.8

2007

20.7

USD(million)

80

60

40

20

02006

24.7

2007

19.1

REVENUE

PROFIT AFTER TAX

OPERATING PROFIT

4 Goodpack Limited Annual Report 2007

cAShflow

The Group generated positive cash flow from operations and

this has been one of the sources of funding for the capital

investments in expanding the fleet size of IBCs. Earnings

before interest, tax, depreciation and amortization (“EBITDA”)

for the financial year was USD37.2 million as compared with

USD27.2 million in previous financial year, a robust 36.8%

growth. This represents an improvement of EBITDA margin

from 45.6% in FY2006 to 49.4% in FY2007.

Despite the Group’s capital expenditure of USD53.8 million to

expand the fleet size of IBCs, the proceeds of USD36.3 million

generated on issue of shares due to the near 100% exercise

of 2005 warrants has helped the Group to maintain a low net

debt-equity ratio of 0.11 times (2006: 0.38 times).

outlook for finAnciAl YeAr �007/08

Barring any unforeseen circumstances, the Group remains

positive in its outlook for growth in performance. Operating

in more than 68 countries around the world, the Group is

susceptible to the economic uncertainties in energy costs,

uncertain foreign exchange and interest rate markets and

the possible results brought by the sub-prime housing market

in US. In view of these challenges, the Group is vigilant to

implement effective measures to mitigate the negative impacts

and to execute focused strategies for sustainable growth.

The Group is ahead of its IBC fleet expansion programme with

378,000 units of new IBCs added during the financial year.

This brings the Group’s fleet size of IBCs to 1.46 million units

as at 30 June 2007, unparalleled by competitors.

The Group continues to build up its organization across all

levels to support the business expansion in various parts of the

world. Wholly owned subsidiaries have been incorporated

with our direct presence in Europe and Brazil during the

financial year. These newly incorporated subsidiaries will start

showing positive contribution in FY2007/08.

The Group will continue to focus in the existing product

segments that present strong revenue growth potential. To

increase probabilities of trade lane match and to optimize

supply chain in order to improve the yield of IBCs remain as

management priorities.

Business Review

Goodpack Limited Annual Report 2007 5

financial highlights & financial calendar

5 YeArS hiStoricAl finAnciAl SummArY

(Amounts In USD million, unless noted otherwise)

finAnciAl cAlendAr

1. Announcement of Q1 results of FY2006/07 13 November 2006

2. Announcement of Half Year results of FY2006/07 12 February 2007

3. Announcement of Q3 results of FY2006/07 8 May 2007

4. Financial Year End 30 June 2007

5. Announcement of Full Year results of FY2006/07 29 August 2007

6. Despatch of Annual Report to shareholders 9 October 2007

7. Annual General Meeting 31 October 2007

1� monthS ended �0 June fY�005/06

fY�006/07�00�/0� �00�/04 �004/05

Profit & loss (uSd million)

RevenueProfit before interest and tax before tax after taxBasic EPS (US cents)

32.2

9.89.88.42.12

41.5

13.513.512.43.13

48.7

17.017.015.6

3.89

59.6

21.620.719.14.60

75.2

29.926.824.75.88

Balance Sheet (uSd million)

Total shareholders’ equityTotal assetsTotal liabilitiesTotal net debt

39.954.214.3

-

52.765.512.8

-

64.888.023.2

-

84.4138.7

54.331.8

136.7181.845.115.6

key financial ratios

EBITDA margin (%)Net profit margin (%)Net debt to equity (times)

41.026.6

-

45.131.4

-

45.433.3

-

45.632.00.11

49.432.80.38


corporate Governance Statement

Goodpack Limited is committed to ensuring good corporate governance in order to create long term

shareholders’ value. This report below describes the Corporate Governance framework and practices

of the Company with reference to the 2005 Code.

BoArd of directorS

the Board’s conduct of its Affairs

The Board of Directors oversees the business affairs of the Group, approving the corporate and

strategic plans, key operational policies, appointment of directors and key managerial personnel,

major funding and investment decisions, acquisition or disposal of assets, declaration of dividends,

reviews of the financial performance, risk management and internal controls of the Group. There are

internal guidelines set for transactions that require approval by the Board. The Board also provides

management with advice on issues raised and at the same time monitors the performance of the

management team. In discharging the Board’s duties, directors rely on, among other things, the

Group’s management staff, external professionals and internal and external auditors.

Certain functions have been delegated by the Board to the following Committees:

• Audit Committee

• Nominating Committee

• Remuneration Committee

These Committees operate under defined terms of reference and operating procedures. The Chairman

of the respective Committees reports the outcome of the Committee meetings to the Board.

The Board meets regularly to oversee the business and affairs of the Group. Board meetings are

conducted in Singapore and attendance by directors are regular. The record of the directors’ attendance

at Board meetings during the financial year ended 30 June 2007 is shown on page 12.

Board composition And Guidance

The Board currently comprises two executive directors and four non-executive directors, three of

whom are independent. The Nominating Committee based on the Code’s definition of independence,

reviews the independence of each director annually and confirms that the independent directors

make up at least one third of the Board.

The Board considers that its current size and composition is appropriate for decision making, taking

into account the scope and nature of the Group’s operations.

The Board consists of members with diverse knowledge, expertise and experience. They contribute

valuable direction and insight, drawing from their experience in matters relating to finance, legal,

business and general corporate matters. The profiles of the directors are set out on page 14.


chairman And managing director

It is the view of the Board that it is in the best interest of the Group to adopt a single leadership

structure, i.e. where the Chairman of the Board and the Managing Director is the same person, so

as to ensure that the decision making process of the Group would not be unnecessarily hindered.

Independent directors have demonstrated high level of commitment in their roles and have ensured

that there is a good balance of power and authority to enable independent exercise of objective

judgement of corporate affairs in the Group by the members of the Board.

The Chairman and Managing Director has executive responsibilities for the Group’s business, as well

as the responsibilities for the workings of the Board. All major decisions made by the Chairman

and Managing Director are reviewed by the Audit Committee. The Nominating Committee reviews

his performance periodically and the Remuneration Committee reviews his remuneration package.

The Audit, Nominating and Remuneration Committees comprise non-executive directors of whom

majority of them are independent. As such the Board is of the opinion that there are adequate

safeguards against an uneven concentration of power and authority in a single individual.

The responsibilities of the Chairman include:

• Leading the Board to ensure its effectiveness on all aspects of its roles and responsibilities and set

its agenda.

• Ensuring that the directors receive necessary information on timely basis and review all resolutions

before they are presented to the Board.

• Ensuring effective communication with shareholders.

• Facilitating the effective contribution of non-executive directors.

• Encouraging constructive relations between executive and non-executive directors and between

the Board and the management.

• Promoting high standards of corporate governance and compliance with SGX-ST Listing Rules.

The Chairman has been instrumental in developing the business of the Group and has also provided

the Group with strong leadership and vision.

Access to information

The Board receives complete and timely information before all board meetings. The Board has separate

and independent access to the management team and the Company Secretary at all times.

Directors may request for independent professional advice. Such professionals will be selected with

the approval of the Chairman of the Committee requesting such information and at the expense of

the Company.

The Company Secretary attends all Board meetings of the Company and attends to corporate

secretarial administration matters, ensuring that board procedures are followed and that applicable

rules and regulations are complied with.

Corporate Governance Statement


Accountability

The Board keeps the shareholders updated on the business of the Group through releases of the

Group’s quarterly results, publication of the Company’s Annual Report and timely release of relevant

information through the SGXNET.

The Management currently provides the Board with Management Accounts on quarterly basis which

contain key performance indicators that inform the Directors of the Company’s on-going performance,

position and prospects.

BoArd committeeS

nominating committee (“nc”)

The composition of the NC as at the date of this report is shown on page 12.

The principal responsibilities of the NC are to:

• Identify talent to further strengthen the Board through appointment of new directors and review

re-appointment of directors to the Board and various Board Committees.

• Re-nominate independent directors.

• Review the Board structure, size and composition.

• Evaluate the ability of directors with multiple board representations to carry out their duties.

• Assess the effectiveness of the Board and each individual director.

One third of the Board of directors, except the Chairman, are required to retire from office by rotation

and subject to re-election by the shareholders at AGM. In addition, Article 97 of the Company’s

Articles of Association provides that a newly appointed director must retire and submit himself for

re-election at the next AGM following his appointment.

Board Performance

The NC has implemented a board assessment checklist and director assessment checklist to assess

and increase the overall effectiveness of the Board.

Factors taken into consideration for the assessment of each director include attendance at meetings,

adequacy of preparation, participation, industry knowledge and functional expertise. Factors for

assessment of the Board as a whole include the board structure, conduct of meetings, corporate

strategy, risk management and internal controls, measuring performance, compensation, financial

reporting and communication with shareholders. The results of the assessment are used to further

improve areas which are working well and to address any weaknesses.

The NC has met twice to-date to review the independence status of each director and to review the

effectiveness of the Board and the contribution of each director.



remuneration committee (“rc”)

The composition of the RC as at the date of this report is shown on page 12. No director is involved

in deciding his own remuneration.

The principal responsibilities of the RC are to:

• Oversee the development of leadership and management talent in the Group.

• Recommend to the Board a framework of remuneration for the directors and key executives.

• Review the level of remuneration (including but not limited to directors’ fees, salaries, allowances,

bonuses and benefits in kind) of the directors and key executives compared to the industry

benchmark, Group’s and individual’s performance.

• Administer the Goodpack Performance Share Option Scheme, in accordance with the rules as

approved by the shareholders.

level And mix of remuneration

The Group has a remuneration policy comprising a fixed component and a performance-related

variable component. The variable component depends on the performance of each company within

the Group. Performance appraisals are conducted annually.

There is a fixed appointment period in the case of service contract. A portion of the remuneration

packages of the executive directors is performance related. The service contracts do not have

excessively long or with onerous removal clauses.

Non-executive directors are paid directors’ fees that comprise basic fees and additional fees for serving

on any of the Committees. In determining the quantum of such fees, factors such as frequency of

meetings, time spent and responsibilities of directors are taken into account. Such fees as a lump sum

are subject to shareholders’ approval at the AGM.

disclosure of remuneration

The breakdown of each individual director’s remuneration earned in % term through fee, basic and

variable remunerations for the year ended 30 June 2007 is shown on page 13.

The remuneration of the top 5 key executives who are not directors of the Company is as follows:

number of staff

Below S$200,000 4

S$200,000 to S$250,000 1

There are no employees in the Group who are immediate family members of a director whose

remuneration exceeds $150,000 for the financial year ended 30 June 2007.



Audit committee (“Ac”)

The composition of the AC as at the date of this report is shown on page 12.

The AC meets periodically to review the effectiveness of the Company’s internal controls which

include the financial and operational control procedures. The AC has the authority to obtain advice

and assistance from outside legal, accounting, or other advisors as deemed necessary to perform its

duties and responsibilities. The AC also ensures that the recommendations from the external auditors

in areas of any non-compliance and internal control weaknesses are duly followed up.

The AC performs the following functions:

• Reviewing the audit plans of external auditors, their findings and recommendations together

with management’s responses thereto, and co-operation given by the Company’s management

to the external auditors.

• Reviewing the quarterly and annual financial statements of the Group and the external auditors’

report thereon.

• Reviewing interested person transactions.

• Reviewing the non-audit services provided by the external auditor to assess whether the nature

and extent of those services might prejudice the independence and objectivity of the external

auditors.

• Meeting up with the Company’s external and internal auditors, in the absence of management.

• Nominating external auditors.

• Reviewing internal audit functions and procedures.

The AC has full access to the Company’s management and also full discretion to invite any director or

corporate officer to attend meetings. It has also been provided with adequate resources in discharging

its duties.

internal controls

The AC has reviewed, with management and the assistance of the external auditors, the major

business risks and the effectiveness of the Group’s internal controls, including financial, operational

and compliance controls.

A whistle blowing policy has recently been established to encourage:

• employees report any possible improprieties in matters of financial reporting or other matters

that they may encounter ; and

• management’s commitment to protect employees from retaliation in the form of an adverse

personnel action for disclosing what the employee believes evidences certain unlawful, wasteful

or dangerous practices.



internal Audit

The internal audit function of the Group is outsourced to an accounting/audit firm whose primary line

of reporting is to the Chairman of the AC. The AC considers the independence, skills and experience

of the firm prior to the appointment.

The internal auditors provide support to the AC in their role to assess the effectiveness of the Group’s

overall system of operational and financial controls. Audit plans are jointly proposed by the AC and

the internal auditor.

communication with Shareholders

Besides the release of quarterly financial results, the Company ensures that timely and adequate

disclosure of information on material and price sensitive matters are disclosed through

announcements made via the SGXNET.

Regular discussions were held between the board members/senior management and analysts, bankers,

stakeholders and investors during the year. Presentations based on permissible disclosures were held

to explain the Group’s performance and major development programme.

Greater Shareholder Participation

The Board welcomes the views of the shareholders on matters affecting the Company, whether at

the shareholders’ meetings or on an ad hoc basis. Shareholders are invited to participate in general

meetings with the Board members, management team and external auditors.

dealings in Securities

The Company has adopted the best practices on dealings in securities which are applicable to all its

officers with respect to the dealings in securities of the Company. The officers are not allowed to deal

in the Company shares on short term considerations and during the period commencing two weeks

before the announcement of the Company’s financial results for each of the first three quarters of its

financial year and one month before the announcement of the Company’s full year financial results.

interested Person transactions

The Board confirms that there are no interested person transactions entered into during the financial

year which fall under Rule 907 of the Listing Manual of the SGX-ST.

material contracts

Save for the service agreements between the executive directors with the Company, there were no

material contracts (including loans) of the Company or its subsidiaries involving the interests of the

managing director, each director or controlling shareholder subsisted at the end of the financial year

or have been entered into since the end of the previous financial year.


1� Goodpack Limited Annual Report 2007

key information on the directors and composition of each committee

nameexecutive or

non-executive

committee a) date of appointment and b) date of last re-election

due for re-election

at next AGm

nc rc Ac

Lam Choon Sen, David Executive N.A. N.A. N.A.a) 14 Feb 1980b) N.A.

Liew Yew Pin Executive N.A. N.A. N.A.a) 27 Aug 1997b) 28 Oct 2005 ü

Tan Bien Chuan Non-executive N.A. N.A. Membera) 21 Oct 1999b) 29 Apr 2005 ü

John Wong Weng FooNon-executive independent

Chairman Chairman Membera) 28 Feb 2002 b) 30 Oct 2006

Mah Kim Loong, LeslieNon-executive independent

Member Member Chairmana) 1 Aug 2006 b) 30 Oct 2006

Chen Lai Fong, TracyNon-executive independent

Member Member N.A.a) 13 Nov 2006 - ü

directors’ Attendance at Board and committee meetings for the Year ended �0 June �007

name

number of meetings

Board Ac rc nc

held Attended held Attended held Attended held Attended

Lam Choon Sen, David¹ 5 5 - - 2 2 2 2

Liew Yat Fang4 5 - - - - - - -

Liew Yew Pin 5 5 - - - - - -

Tan Bien Chuan 5 5 5 5 - - - -

John Wong Weng Foo 5 5 5 5 2 2 2 2

Mah Kim Loong, Leslie² 5 5 5 5 2 1 2 1

Chen Lai Fong, Tracy³ 5 3 - - - - - -

Notes:

(1) Lam Choon Sen, David ceased to be member of RC and NC on 13 November 2006.

(2) Mah Kim Loong, Leslie has been appointed as member of RC and NC on 1 September 2006.

(3) Chen Lai Fong, Tracy has been appointed as member of RC and NC on 13 November 2007.

(4) Liew Yat Fang retired on 30 October 2006.


Goodpack Limited Annual Report 2007 1�


Breakdown (in % terms) of each individual director’s remuneration earned for the year ended

�0 June �007

name fee, %Salary,

%Bonus,

%Allowances/ Benefits, %

total, %

Between S$�50,000 to S$500,000Lam Choon Sen, David

- 100 - - 100

Below S$�50,000Liew Yew Pin

- 92 8 - 100

John Wong Weng Foo 100 - - - 100

Tan Bien Chuan, Mah Kim Loong, Leslie and Chen Lai Fong, Tracy did not receive any remuneration during the financial year ended 30 June 2007.


mr lAm choon Sen dAvid @ lAm kwok kwonG is the Chairman and Managing Director of

the Group since February 1980. He is responsible for the overall operations of our Group, in particular,

for the growth and profitability of the Group.

mr liew Yew Pin is the Executive Director of Goodpack since August 1997. He is responsible for

the natural rubber market globally. Mr Liew holds a Bachelor degree in Engineering (Electrical and

Electronics) (Hons) from the University of Manchester, Institute of Science and Technology.

mr tAn Bien chuAn is the non-Executive Director of Goodpack since October 1999. Mr Tan is

the co-founder and Managing Director of OCBC, Wearnes & Walden Management (Singapore) Pte

Ltd, a venture capital firm. Mr Tan holds a Bachelor of Science and Accounting from the University of

Manchester, United Kingdom and is a member of the Institute of Chartered Accountants in England

and Wales.

mr John wonG wenG foo is an Independent Director since February 2002. He was a General

Partner at General Atlantic Partners, LLC, a worldwide private equity firm. Prior to joining General

Atlantic, Mr Wong was the Group Managing Director for Hong Leong Corporation. Previously, he also

held such positions as President and Vice Chairman for China Yuchai Ltd and Managing Director of

IBM Singapore, Sri Lanka and Brunei. He was a Trustee of Singapore Management University and a

Director of the Singapore Institute of Management. Mr Wong received an MBA from Brunel University

(UK) and completed the Advanced Management Programme at the University of Hawaii.

mr mAh kim loonG, leSlie is an Independent Director. Mr. Mah is currently the Executive Director

of Eu Yan Sang International Ltd after being their Chief Financial Officer for 4 years. Prior to joining Eu

Yan Sang International Ltd, Mr. Mah was the Executive Director and Company Secretary of Cerebos

Pacific Ltd for 15 years. Prior to his tenure at Cerebos, he was the Finance Director of Harpers Gilfillan

for 10 years. He is also a non-executive independent director of Hotel Properties Ltd. Mr. Mah is a

fellow member of the Institute of Chartered Accountants in England and Wales.

mS chen lAi fonG, trAcY was appointed as an Independent Director of Goodpack Limited on 13

November 2006. Ms Chen holds a LL.B (Hons) degree from the National University of Singapore and

is a practicing lawyer specializing in corporate and financial services. She is currently a director of One

Legal LLC, Singapore, a law corporation that she established in 2005.

Board of directors


thomAS onG khiAn cheonG is the Deputy Group Chief Operating Officer. He joined the Group

in January 1998 as the General Manager.

Thomas held the post of deputy general manager in Freight Intertrans Pte Ltd before moving to a US

Logistics company, Fritz Logistics (S) Pte Ltd as its regional distribution manager in 1995.

An accountant by training, Thomas has more than 20 years of wide ranging experience in finance,

operations, sales and marketing. He also holds a Master of Business Administration from the University

of Leicester.

mr edwArd chiu wAi chi is the Chief Financial Officer of Goodpack Limited. He is responsible

for the group financial management, human resources and MIS. Mr. Chiu has more than 15 years of

experience in financial and general management.

Prior to joining Goodpack Ltd in February 2006, he was the General Manager of Times The Bookshop

Pte Ltd. Previously, he was the executive director of Popular Holdings Ltd and Wywy Marketing Sdn

Bhd. Mr. Chiu is a fellow member of the Association of Chartered Certified Accountants (FCCA) and

holds a M.Sc. degree in Finance from the London School of Economics and Political Sciences.

uthAi SrichAi is the Managing Director of Goodpack Manufacturing and is responsible for the

Production and Engineering functions of the Group.

Prior to joining Goodpack Manufacturing in December 1992, Mr Srichai was a project engineer with

Prachongkij Karnchang Co., Ltd, the director in charge of operations in Siam Pokphand Co., Ltd

as well as the Director in charge of projects in TPT Construction Co., Ltd. He holds a Bachelor of

Engineering from King’s Mongkut Institute of Technology in Bangkok.

GeorGe PAtrick mcfArlin is the Global Marketing Director of Goodpack Limited. He is

responsible for the marketing development and customer support functions for the group.

Prior to joining Goodpack USA in April 1998, he worked in Scholle Corporation for 21 years where

he was involved in various roles ranging from product development to sales and marketing and finally

as the director in charge of global marketing, specializing in IBC and aseptic packaging. He holds a

Bachelor of Science (Food Science) from the University of Illinois, Urbana-Champaign.

management team

BoArd of directorS

Mr Lam Choon Sen David @ Lam Kwok KwongExecutive Chairman & Managing Director

Mr Liew Yew PinExecutive Director

Mr Tan Bien ChuanNon-executive Director

Mr John Wong Weng FooIndependent Director

Mr Mah Kim Loong LeslieIndependent Director(Appointed on 1 August 2006)

Ms Chen Lai Fong TracyIndependent Director (Appointed on 13 November 2006)

Audit committee

Mr Mah Kim Loong Leslie (Chairman)Independent Director

Mr John Wong Weng FooIndependent Director

Mr Tan Bien ChuanNon-executive Director

nominAtinG committee

Mr John Wong Weng Foo (Chairman)Independent Director

Mr Mah Kim Loong LeslieIndependent Director

Ms Chen Lai Fong TracyIndependent Director

remunerAtion committee

Mr John Wong Weng Foo (Chairman)Independent Director

Mr Mah Kim Loong LeslieIndependent Director

Ms Chen Lai Fong TracyIndependent Director

comPAnY SecretArY

Sin Chee Mei

Tham Lee Meng

reGiStered office

7 Harrison Road, #04-01

Harrison Industrial Building

Singapore 369650

AuditorS

Deloitte & Touche

Certified Public Accountants

6 Shenton Way, #32-00

DBS Building Tower Two

Singapore 068809

Audit Partner in charge:

Mr Loi Chee Keong

Appointed on 28 October 2005

ShAre reGiStrAr

M & C Services Pte Ltd

138 Robinson Road, #17-00

The Corporate Office

Singapore 068906

PrinciPAl BAnkerS

Overseas-Chinese Banking

Corporation Limited

65 Chulia Street, OCBC Centre

Singapore 049513

Citibank, N.A., Singapore Branch

3 Temasek Avenue, #17-00

Centennial Tower

Singapore 039190

ABN AMRO Bank N.V.,

Singapore Branch

63 Chulia Street, Level 13

Singapore 049514

Bangkok Bank Public

Company Limited

180 Cecil Street

Singapore 069546

Rabobank Singapore Branch

77 Robinson Road #09-00 SIA Building

Singapore 068896


corporate information


Financial Contents02 Report of the Directors

10 Auditor’s Report

12 Balance Sheets

13 Consolidated Profi ts and Loss Statement

14 Statements of Changes in Equity

17 Consolidated Cash Flow Statement

19 Notes to Financial Statements

58 Statement of Directors

59 Statistics of Shareholdings

61 Notice of Annual General Meeting

Proxy Form


The directors present their report together with the audited consolidated fi nancial statements of the group and balance sheet and statement of changes in equity of the company for the fi nancial year ended June 30, 2007.

1 DIRECTORS

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

Mr Lam Choon Sen, David @ Lam Kwok Kwong Mr Liew Yew Pin Mr Tan Bien Chuan Mr John Wong Weng Foo Mr Mah Kim Loong, Leslie Ms Chen Lai Fong, Tracy (Appointed on November 13, 2006)

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES

Neither at the end of the fi nancial year nor at any time during the fi nancial year did there subsist any arrangement whose object is to enable the directors of the company to acquire benefi ts by means of the acquisition of shares or debentures in the company or any other body corporate except under the share option scheme as follows:

Names of directors and company Options in names of directors in which interests are held At beginning of year At end of year

Goodpack Limited

Share options to subscribe for ordinary shares at the option price of S$0.511 each

Lam Choon Sen, David @ Lam Kwok Kwong 1,476,000 - Liew Yew Pin 375,000 -


Liew Yew Pin 375,000 - Tan Bien Chuan 120,000 -


Liew Yew Pin 280,000 - Tan Bien Chuan 90,000 - John Wong Weng Foo 150,000 -

Report of the Directors



Names of directors and company Options in names of directors in which interests are held At beginning of year At end of year


Lam Choon Sen, David @ Lam Kwok Kwong 4,424,000 3,424,000

Share options to subscribe for ordinary shares at the option prices of *S$1.326 each on 40% of the options granted **S$1.173 each on 30% of the options granted S$1.020 each on 30% of the options granted

Liew Yew Pin 2,000,000 - Tan Bien Chuan 80,000 - John Wong Weng Foo 140,000 -

* being a premium of 30% to the market price of S$1.020

** being a premium of 15% to the market price of S$1.020

market price - the average of the closing prices of the company’s ordinary shares on the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the three consecutive market days immediately preceding the date of the grant.

Names of directors and company Warrants in names of directors in which interests are held At beginning of year At end of year

Goodpack Limited

Warrants to subscribe for ordinary shares at the exercise price of S$1.06 each

Lam Choon Sen, David @ Lam Kwok Kwong 187,825* - Liew Yew Pin 178,125 - Tan Bien Chuan 92,500 - John Wong Weng Foo 2,082,975 -

* Mr Lam Choon Sen, David @ Lam Kwok Kwong was deemed to have an interest in the 20,624,000 warrants issued to Goodpack Holdings Pte Ltd (“GHPL”) by virtue of his 66.42% shareholding interest in GHPL.

Warrants to subscribe for ordinary shares at the exercise price of S$1.38 each At July 21, 2007

Lam Choon Sen, David @ Lam Kwok Kwong 586,178** - Liew Yew Pin 329,140 - Tan Bien Chuan 112,812*** - John Wong Weng Foo 802,846

** Mr Lam Choon Sen, David @ Lam Kwok Kwong was deemed to have an interest in the 17,775,625 warrants issued to Goodpack Holdings Pte Ltd (“GHPL”) by virtue of his 66.42% shareholding interest in GHPL

*** Mr Tan Bien Chuan was deemed to have an interest in the 26,757 warrants issued to OCBC, Wearnes & Walden Management (Singapore) Pte Ltd (“OWWM(S)”). Mr Tan Bien Chuan is entitled to exercise more than 20% of the votes attached to the voting shares of OWWM(S).

4 Goodpack Limited Annual Report 20074 Goodpack Limited Annual Report 2007

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The directors of the company holding offi ce at the end of the fi nancial year had no interests in the share capital and debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under Section 164 of the Singapore Companies Act except as follows:

Shareholdings Shareholdings in which directors registered are deemed to Names of directors and in the names of directors have interests company in which At beginning At end At beginning At end interests are held of year of year of year of year

Goodpack Limited Ordinary shares

Lam Choon Sen, David @ Lam Kwok Kwong 1,502,600 2,666,425 140,081,000 142,205,000 Liew Yew Pin 1,425,000 2,633,125 - - John Wong Weng Foo 4,159,400 6,422,775 - - Tan Bien Chuan 740,000 902,500 - -

By virtue of Section 7 of the Singapore Companies Act, Mr Lam Choon Sen, David @ Lam Kwok Kwong is deemed to have an interest in the shares of the subsidiaries of the company.

By virtue of section 7(4A) of the Singapore Companies Act, Mr Tan Bien Chuan is deemed to have an interest in the shares of OCBC Wearnes & Walden Management (Singapore) Pte Ltd.

The directors’ interests in shares and options of the company as at July 21, 2007 were the same

as those as at June 30, 2007, except for Mr Lam Choon Sen, David @ Lam Kwok Kwong, who had exercised 2,023,000 share options on July 6, 2007 to subscribe for ordinary shares of the company.

Shareholdings Shareholdings in which directors registered are deemed to Names of directors and in the names of directors have interests company in which At June At July At June At July interests are held 30, 2007 21, 2007 30, 2007 21, 2007

Goodpack Limited Ordinary shares

Lam Choon Sen, David @ Lam Kwok Kwong 2,666,425 4,689,425 142,205,000 142,205,000

Options in names of directors Names of directors and company At At in which interests are held June 30, 2007 July 21, 2007

Goodpack Limited


Lam Choon Sen, David @ Lam Kwok Kwong 3,424,000 1,401,000


Goodpack Limited Annual Report 2007 5Goodpack Limited Annual Report 2007 5

4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS

Since the beginning of the fi nancial year, no director has received or become entitled to receive a benefi t which is required to be disclosed under section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or a related corporation with the director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest except for salaries, bonuses and other benefi ts as disclosed in the fi nancial statements.

5 SHARE OPTIONS

(a) Options to take up unissued shares

Goodpack Performance Share Option Scheme

The Goodpack Performance Share Option Scheme, as the same may be modifi ed or altered from time to time (“Scheme”) was approved by shareholders on December 20, 2001. The Scheme has been modifi ed in year 2004 to allow share options to be issued at a premium (Premium Option) to the market price at the date of grant with an exercise period of 5 years.

The Scheme shall continue to be in force at the discretion of the Remuneration Committee of the company (the “Committee”), subject to a maximum period of ten years commencing on the adoption date, provided always that the Scheme may continue beyond the above stipulated period with the approval of the company’s shareholders by ordinary resolution in a general meeting and of any relevant authorities which may then be required.

Under the Scheme, options will vest:

- on or after the fi rst anniversary of the date of grant for 40% of the ordinary shares subject to the options;

- on or after the second anniversary of the date of grant for an additional 30% of the ordinary shares subject to the options; and

- on or after the third anniversary of the date of grant for an additional 30% of the ordinary shares subject to the options;

except for the grants that were made to the Chairman/Managing Director, Mr Lam Choon Sen, David @ Lam Kwok Kwong, which will vest on or after the fi rst anniversary of the date of the respective grants.

Under the Scheme, options to subscribe for ordinary shares in the capital of the company will be granted to selected executives and directors (executive and non-executive) of the company, its subsidiaries and associated companies. All options to be issued will have a term no longer than 10 years from the date of the grant, except in the case of premium options and for grants to a non-executive director, an executive director of an associated company and/or an executive of an associated company, the term is no longer than 5 years.



The exercise price of a Market Price Option will be the average of the closing prices of the company’s ordinary shares on the SGX-ST for the three consecutive market days (Market Price) immediately preceding the date of the grant.

The exercise price of a discounted option will be a price subject to such discount not exceeding 20% of the Market Price as may be determined by the Committee.

The exercise price of a Premium Option will be a price subject to such premium as may be determined by the Committee.

Options, under the Scheme, may be granted at a premium or subject to a discount to the market price for the shares prevailing at the date of grant of the respective options, provided that the maximum discount which may be given shall not exceed 20% of the relevant market price for the shares applicable to that option and in no event shall the subscription price be less than the nominal value of the share.

Administration of the Scheme

i) The Committee administering the Scheme comprises Mr John Wong Weng Foo, Mr Mah Kim Loong, Leslie and Ms Chen Lai Fong, Tracy.

ii) All determinations or actions of the Committee with respect to the interpretation and/or implementation of the Scheme shall be by the affi rmative vote of the majority of the members of the Committee.

iii) The Committee shall have the power, from time to time, to make and vary such regulations (not being inconsistent with the Scheme) for the implementation and administration of the Scheme as they think fi t.

iv) Any decision of the Committee made pursuant to any provision of the Scheme (other than a matter to be certifi ed by the Auditors) shall be fi nal and binding (including any decisions pertaining to the quantum of discount or premium applicable to a Discounted Option or Premium Option pursuant to the Scheme or to disputes as to the interpretation of the Scheme or any rule, regulation, procedure thereunder or as to any rights under the Scheme).

During the fi nancial year, no options to take up unissued shares of the company or its subsidiaries was granted.



(b) Unissued shares under option and options exercised/lapsed

i) There were 5,330,375 unissued ordinary shares under the options granted pursuant to the Scheme at the end of the fi nancial year. Details of the options to subscribe for ordinary shares of Goodpack Limited pursuant to the Scheme are as follows:

Options Balance

Balance as at Options lapsed/ as at Subscription

Date of grant July 1, 2006 exercised forfeited June 30, 2007 price Exercise period

January 18, 2002 2,726,000 (1,851,000) - 875,000 $0.511 January 18, 2003 to

January 17, 2012

June 20, 2002 495,000 (495,000) - - $0.520 June 20, 2003 to

June 19, 2012

September 3, 2002 9,375 - - 9,375 $0.503 September 3, 2003 to

September 2, 2012

August 6, 2003 1,590,000 (568,000) - 1,022,000 $0.560 August 6, 2004 to

August 5, 2013

May 20, 2004 4,424,000 (1,000,000) - 3,424,000 $0.943 May 20, 2005 to

May 19, 2014

October 25, 2004 7,000,000 - (7,000,000) - see note below April 1, 2006 to

October 24, 2009

16,244,375 (3,914,000) (7,000,000) 5,330,375

Note:

Options granted on October 25, 2004

The options were offered at a premium of 30%, 15% and 0% consecutively based on the market price of S$1.020.

The subscription prices for these options, depending on when they are exercised, are at S$1.326, S$1.173 and S$1.020 respectively.

The options carry terms to achieve certain key performance indicators (“KPIs”) set by the Board of Directors. The options granted were forfeited by the Remuneration Committee on August 29, 2006 because the KPIs were not achieved.

Exercise Period for Grant to Non-Executive Directors of the Company

The exercise period in respect of those options granted to the non-executive directors of the company, apart from the premium options that were granted on October 25, 2004, is a period commencing after the fi rst anniversary of the date of grant and expiring on the fi fth anniversary of such date of grant.

Except for the options exercised as disclosed above, no other shares of the company or its subsidiaries were issued during the fi nancial year by virtue of the exercise of options under the Scheme to take up the unissued shares of the company or its subsidiaries.



ii) No directors were granted share options under the Goodpack Performance Share Option Scheme except as follows:

Aggregate options Aggregate options Aggregate options

granted since the lapsed since the exercised since the

commencement of commencement of commencement of Aggregate options

Options granted the Scheme to the the Scheme to the the Scheme to the outstanding at

during the end of the end of the end of the end of the

Name of participant fi nancial year fi nancial year fi nancial year fi nancial year fi nancial year

Lam Choon Sen, David

@ Lam Kwok Kwong - 5,900,000 - 2,476,000 3,424,000

Liew Yew Pin - 7,900,000 5,745,000 2,155,000 -

Tan Bien Chuan - 1,260,000 310,000 950,000 -

John Wong Weng Foo - 980,000 430,000 550,000 -

iii) No director/employee received 5% or more of the total number of options available under the Goodpack Performance Share Option Scheme except for options granted to Lam Choon Sen, David @ Lam Kwok Kwong and Liew Yew Pin as disclosed above.

iv) There were no options granted at a discount during the fi nancial year.

v) There were no options granted to participants who are controlling shareholders of the company and their associates except for options granted to Lam Choon Sen, David @ Lam Kwok Kwong and Liew Yew Pin, as disclosed above.

vi) Lam Choon Sen, David @ Lam Kwok Kwong did not participate in any deliberation or decision in respect of options granted to him.

There are no unissued shares of the subsidiaries under option at the end of the fi nancial year.

Warrants

Subsequent to the fi nancial year ended June 30, 2007, the company issued 57,423,859 warrants, on the basis of one warrant for every eight shares held in the share capital of the company subject to the terms and conditions of the issue as stated in the Deed Poll of the company dated July 4, 2007. Each warrant entitles the holder to subscribe for one new ordinary share in the company at an exercise price of S$1.38 per share. The warrants shall be exercised at any time commencing on and including the date immediately following the date falling on six months after the date of listing, July 19, 2007, of the warrants and expiring on the date immediately preceding the second anniversary of the date of issue of the warrants. Warrants remaining unexercised after the expiry date shall lapse and cease to be valid for any purpose.

6 AUDIT COMMITTEE

The Audit Committee comprises three members. The members of the Audit Committee at the date of this report are:

Mr Mah Kim Loong, Leslie (Chairman) Mr Tan Bien Chuan Mr John Wong Weng Foo



The Audit Committee has met fi ve times since the last Annual General Meeting (“AGM”) and has reviewed the following, where relevant, with the executive directors and external auditors of the company:

a) the group’s fi nancial and operating results and accounting policies;

b) the accompanying fi nancial statements before their submission to the Board of Directors of the Company and the external auditors’ report on those fi nancial statements;

c) the quarterly, half-yearly and annual announcements as well as the related press releases on the results and fi nancial position of the company and the group;

d) the co-operation and assistance given by management to the external auditors; and

e) the re-appointment of the external auditors of the company.

The Audit Committee has full access to and has the co-operation of management and has been given the resources required for it to discharge its function properly. It also has full discretion to invite any director and executive offi cer to attend its meetings. The external auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the directors the nomination of Deloitte & Touche for re-appointment as external auditors at the forthcoming Annual General Meeting of the company.

7 AUDITORS

The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Mr Lam Choon Sen, David@ Lam Kwok Kwong

Mr Liew Yew Pin

SingaporeSeptember 29, 2007



We have audited the accompanying fi nancial statements of Goodpack Limited (the company) and its subsidiaries (the group) which comprise the balance sheets of the group and the company as at June 30, 2007, the profi t and loss statement, statement of changes in equity and cash fl ow statement of the group and the statement of changes in equity of the company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 12 to 57.

Directors’ Responsibility

The company’s directors are responsible for the preparation and fair presentation of these fi nancial statements in accordance with Singapore Financial Reporting Standards and the Singapore Companies Act, Cap. 50 (the “Act”). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

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

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

Independent Auditors’ Report to the Members of Goodpack Limited


Opinion

In our opinion,

(a) the consolidated fi nancial statements of the group and the balance sheet and statement of changes in equity of the company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group and of the company as at June 30, 2007 and of the results, changes in equity and cash fl ows of the group and changes in equity of the company for the year ended on that date; and

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

Deloitte & ToucheCertifi ed Public Accountants

Loi Chee KeongPartner(Appointed on October 28, 2005)


Independent Auditors’ Report to the Members of Goodpack Limited


Group Company Note 2007 2006 2007 2006 US$’000 US$’000 US$’000 US$’000ASSETSCurrent assetsCash and bank balances 6 9,981 6,160 2,590 2,111Trade receivables 7 25,383 14,793 42,544 35,163Other receivables 8 9,302 5,980 4,584 3,200Inventories 9 1,380 1,368 300 194Derivative fi nancial instruments 10 - 367 - 367Total current assets 46,046 28,668 50,018 41,035

Non-current assetsTrade receivables 7 1,114 1,421 949 1,430Investments in subsidiaries 11 - - 6,802 5,336Investment in associate 12 4 4 4 4Available-for-sale investments 13 76 74 76 74Advance payments for property, plant and equipment 14 - 20,873 - - Property, plant and equipment 15 131,840 85,408 175,276 118,460Goodwill 16 789 - - - Intangible assets 17 849 936 839 920Deferred tax assets 22 1,152 1,278 - - Total non-current assets 135,824 109,994 183,946 126,224Total assets 181,870 138,662 233,964 167,259

LIABILITIES AND EQUITYCurrent liabilitiesBank borrowings 18 12,200 37,986 12,200 37,243Trade payables 19 8,000 6,946 3,345 2,479Other payables 20 5,530 3,900 105,053 65,763Income tax payable 275 329 - - Current portion of fi nance leases 21 21 22 8 19Total current liabilities 26,026 49,183 120,606 105,504 Non-current liabilitiesFinance leases 21 - 24 - 10Bank borrowings 18 13,350 - 13,350 - Deferred tax liabilities 22 5,801 5,053 5,801 4,707Total non-current liabilities 19,151 5,077 19,151 4,717

Capital and reservesShare capital 24 60,893 22,927 60,893 22,927Capital reserves 25 791 2,366 791 2,366Legal reserve 106 106 - - Revaluation reserves 26 44 74 (65) (35)Currency translation defi cit (1,199) (2,378) - - Accumulated profi ts 74,777 59,565 32,588 31,780Equity attributable to equity holders of the company 135,412 82,660 94,207 57,038Minority interests 1,281 1,742 - - Total equity 136,693 84,402 94,207 57,038Total liabilities and equity 181,870 138,662 233,964 167,259

Balance SheetsJune 30, 2007

See accompanying notes to fi nancial statements.


Group Note 2007 2006 US$’000 US$’000

Revenue 28 75,249 59,577

Other operating income 29 2,217 1,028Logistic and handling costs (24,908) (20,852)Raw materials and consumables used (4,103) (4,085)Employee benefi ts expense (5,857) (4,518)Depreciation and amortisation expense (7,270) (5,558)Other operating expenses 30 (5,401) (3,967)Finance costs 31 (3,157) (908)

Profi t before income tax 26,770 20,717

Income tax expense 32 (2,052) (1,637)

Profi t for the year 33 24,718 19,080

Attributable to: Equity holders of the company 24,514 18,460 Minority interests 204 620 24,718 19,080

Earnings per share

Basic (U.S. cents) 34 5.88 4.60

Diluted (U.S. cents) 34 5.83 4.48


Consolidated Profi t and Loss StatementYear ended June 30, 2007


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(35

1)

(9,

653)

Bala

nce

at J

une

30, 2

007

60,8

93

7

91

106

44

(1,1

99)

74,7

77

135,

412

1,28

1 13

6,69

3

Statements of Changes In Equity


Att

rib

uta

ble

to

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e C

apit

al

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alu

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n

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um

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ted

eq

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US$

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(N

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(N

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(N

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any

Bala

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2,30

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23,9

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Reco

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base

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-

(6

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400

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capi

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20,6

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7,

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7,78

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Loss

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ts

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(30)

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(30)

Profi

t f

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10,1

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10W

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nts

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(Not

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(9

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(65)

32

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tate

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ts.

Statements of Changes In Equity


Group 2007 2006 US$’000 US$’000

Operating activities Profi t before income tax 26,770 20,717 Adjustments for: Depreciation expense 7,198 5,494 Amortisation expense 72 64 Recognition of (reversal of) share-based payments expense 60 (66) Interest income (259) (166) Interest expense 3,157 908 Dividend income (2) (3) Gain on sale of available-for-sale investments (15) (10) Gain on disposal of property, plant and equipment (1,108) (141) Fair value losses (gains) arising from derivative fi nancial instruments 343 (174) Intangible assets written off 15 -

Operating cash fl ows before movements in working capital 36,231 26,623

Trade receivables (10,283) (3,497) Other receivables (1,919) (3,074) Inventories (12) (166) Trade payables 1,054 (4,850) Other payables 1,630 1,663 Deferred income - (289)

Cash generated from operations 26,701 16,410

Interest received 259 166 Dividends paid (9,302) - Interest paid (3,157) (908) Income tax paid (1,232) (850)

Net cash from operating activities 13,269 14,818

Investing activities Proceeds from disposal of property, plant and equipment 11 153 Purchase of property, plant and equipment (53,792) (30,343) Advance payments for property, plant and equipment 20,873 (20,873) Proceeds from sale of available-for-sale investments 79 80 Purchase of intangible assets - (25) Dividend income 2 3 Acquisition of additional interest in a subsidiary (1,429) -

Net cash used in investing activities (34,256) (51,005)

Consolidated Cash Flow StatementYear ended June 30, 2007


Group 2007 2006 US$’000 US$’000

Financing activities Warrants issue expenses 3 (9) Proceeds on issue of shares 36,328 407 (Decrease) Increase in bank borrowings (12,436) 33,793 Restricted fi xed deposits 26 (61) Repayments of obligations under fi nance leases (25) 24 Dividends paid to minority shareholders of subsidiaries (351) -

Net cash from fi nancing activities 23,545 34,154

Net effect of exchange rate changes in consolidating subsidiaries 1,289 217

Net increase (decrease) in cash and cash equivalents 3,847 (1,816)Cash and cash equivalents at beginning of year 5,431 7,247

Cash and cash equivalents at end of year (Note 6) 9,278 5,431


Consolidated Cash Flow Statement


1 GENERAL

The company (Registration No. 198000547W) is incorporated in Singapore with its principal place of business and registered offi ce at 7 Harrison Road, #04-01, Harrison Industrial Building, Singapore 369650. The company is listed on the Mainboard of the Singapore Exchange Securities Trading Limited. The fi nancial statements are expressed in United States dollars.

The principal activities of the company are those relating to the leasing of crates and investment holding.

The principal activities of the signifi cant subsidiaries are disclosed in Note 11 to the fi nancial statements.

The consolidated fi nancial statements of the group and balance sheet and statement of changes in equity of the company for the year ended June 30, 2007 were authorised for issue by the Board of Directors on September 29, 2007.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING – The fi nancial statements are prepared in accordance with the historical cost convention, except as disclosed in the accounting policies below, and modifi ed to include the revaluation of freehold land, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

In the current fi nancial year, the group has adopted all the new and revised FRSs and Interpretations of FRS (“INT FRS”) issued by the Council on Corporate Disclosure and Governance that are relevant to its operations and effective for annual periods beginning on or after July 1, 2006. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the group’s and company’s accounting policies and has no material effect on the amounts reported for the current or prior years.

Other than FRS 107 – Financial Instruments: Disclosures, the directors anticipate that the adoption of the FRS and INT FRS issued but not effective at the date of authorisation of these fi nancial statements in future periods will have no material impact on the fi nancial statements of the company and of the group in the period of their initial adoption.

The application of FRS 107 – Financial Instruments: Disclosures and the consequential amendments to other FRS will not affect any of the amounts recognised in the fi nancial statements, but will change the disclosures presently made in relation to the company and group’s fi nancial instruments and the objectives, policies and processes for managing capital.

BASIS OF CONSOLIDATION - The consolidated fi nancial statements incorporate the fi nancial statements of the company and entities controlled by the company (its subsidiaries). Control is achieved when the company has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated profi t and loss statement from the effective date of acquisition or to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the fi nancial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the group. All intra-group transactions and balances between group enterprises are eliminated on consolidation.

Notes to Financial StatementsJune 30, 2007


2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Minority interests in the net assets of consolidated subsidiaries are identifi ed separately from the group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination (see below) and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

In the company’s fi nancial statements, investments in subsidiaries and associates are carried at cost less any impairment in net recoverable that has been recognised in the profi t and loss statement.

BUSINESS COMBINATIONS - The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 – Business Combinations are recognised at their fair values at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities recognised. If, after reassessment, the group’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the consolidated profi t and loss statement.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

FINANCIAL INSTRUMENT - Financial assets and fi nancial liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual provisions of the instrument.

Financial assets

Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those fi nancial assets classifi ed as at fair value through profi t or loss which are initially measured at fair value.

Other fi nancial assets are classifi ed into the following specifi ed categories: fi nancial assets “at fair value through profi t or loss”, “held-to-maturity investments”, “available-for-sale” fi nancial assets and “loans and receivables”. The classifi cation depends on the nature and purpose of fi nancial assets and is determined at the time of initial recognition.

Notes to Financial Statements

June 30, 2007



Effective interest method

The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the fi nancial instrument, or where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments other than those fi nancial instruments “at fair value through profi t or loss”.

Financial assets at fair value through profi t or loss (FVTPL)

Financial assets are classifi ed as at FVTPL where the fi nancial asset is either held for trading or it is designated as at FVTPL.

A fi nancial asset is classifi ed as held for trading if:

• it has been acquired principally for the purpose of selling in the near future; or

• it is a part of an identifi ed portfolio of fi nancial instruments that the group manages together and has a recent actual pattern of short-term profi t-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A fi nancial asset other than a fi nancial asset held for trading may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or signifi cantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the fi nancial asset forms part of a group of fi nancial assets or fi nancial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and FRS 39 permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial assets at fair value through profi t or loss are stated at fair value, with any resultant gain or loss recognised in profi t or loss. The net gain or loss recognised in profi t or loss incorporates any dividend or interest earned on the fi nancial asset. Fair value is determined in the manner described in Note 4.

Held-to-maturity investments

Bonds with fi xed or determinable payments and fi xed maturity dates where the group has a positive intent and ability to hold to maturity are classifi ed as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis.

June 30, 2007




Available-for-sale fi nancial assets

Certain shares and debt securities held by the group are classifi ed as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value are recognised directly in the revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets which are recognised directly in profi t or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the revaluation reserve is included in profi t or loss for the period. Dividends on available-for-sale equity instruments are recognised in profi t or loss when the group’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at reporting date. The change in fair value attributable to translation differences that result from a change in amortised cost of the asset is recognised in profi t or loss, and other changes are recognised in equity.

Loans and receivables

Trade receivables, loans and other receivables that have fi xed or determinable payments that are not quoted in an active market are classifi ed as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest rate method, except for short-term receivables when the recognition of interest would be immaterial.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and fi xed deposits (excluding restricted deposits) and are subject to an insignifi cant risk of changes in value.

Impairment of fi nancial assets

Financial assets, other than those at fair value through profi t or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fi nancial asset, the estimated future cash fl ows of the investment have been impacted. For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to profi t or loss. Changes in the carrying amount of the allowance account are recognised in profi t or loss.


June 30, 2007



With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss, is recognised directly in equity.

Financial liabilities and equity instruments

Classifi cation as debt or equity

Financial liabilities and equity instruments issued by the group are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.

Equity instruments

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

Financial liabilities

Financial liabilities are classifi ed as either fi nancial liabilities “at fair value through profi t or loss” or other fi nancial liabilities.

Financial liabilities at fair value through profi t or loss (FVTPL)

Financial liabilities are classifi ed as at FVTPL where the fi nancial liability is either held for trading or it is designated as at FVTPL.

A fi nancial liability is classifi ed as held for trading if:

• it has been incurred principally for the purpose of repurchasing in the near future; or

• it is a part of an identifi ed portfolio of fi nancial instruments that the group manages together and has a recent actual pattern of short-term profi t-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A fi nancial liability other than a fi nancial liability held for trading may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or signifi cantly reduces a measurement or recognition inconsistency that would otherwise arise; or

June 30, 2007




• the fi nancial liability forms part of a group of fi nancial assets or fi nancial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and FRS 39 permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities at fair value through profi t or loss are initially measured at fair value and subsequently stated at fair value, with any resultant gain or loss recognised in profi t or loss. The net gain or loss recognised in profi t or loss incorporates any interest paid on the fi nancial liability. Fair value is determined in the manner described in Note 4.

Other fi nancial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs (see below).

The effective interest method is a method of calculating the amortised cost of a fi nancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the fi nancial liability, or, where appropriate, a shorter period.

Derivative fi nancial instruments

The group’s activities expose it primarily to the fi nancial risks of changes in foreign currency exchange rates and interest rates.

The group uses derivative fi nancial instruments (primarily forward foreign exchange contracts and interest rate caps) to hedge its risks associated with foreign currency and interest rate fl uctuations. Further details of derivative fi nancial instruments are disclosed in Note 10 to the fi nancial statements.

The group does not use derivative fi nancial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date.

Changes in the fair value of derivative fi nancial instruments that do not qualify for hedge accounting are recognised in the profi t and loss statement as they arise.


June 30, 2007


June 30, 2007



Derivatives embedded in other fi nancial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the profi t and loss statement.

LEASES - Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifi ed as operating leases.

The group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are recognised in the profi t and loss statement as and when incurred as amounts involved are immaterial.

The group as lessee

Assets held under fi nance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a fi nance lease obligation. Lease payments are apportioned between fi nance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profi t or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the group’s general policy on borrowing cost (see below). Contingent rental are recognised as expenses in the periods in which they are incurred.

Rentals payable under operating leases are charged to profi t or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefi t of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

June 30, 2007


June 30, 2007




PROPERTY, PLANT AND EQUIPMENT – Freehold land is stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated impairment losses. Revaluations are performed with suffi cient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the balance sheet date.

Any revaluation increase arising on the revaluation of such land is credited to the property revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profi t or loss, in which case the increase is credited to profi t or loss to the extent of the decrease previously charged to the profi t and loss statement. A decrease in carrying amount arising on the revaluation of such land is charged to profi t or loss statement to the extent that it exceeds the balance, if any, held in the property revaluation reserve relating to a previous revaluation of that asset.

Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets, other than freehold land, over their estimated useful lives, using the straight-line method, on the following bases:

Buildings - 5% Leasehold improvements - 331/3% Intermediate bulk containers - *62/3% (2006:62/3% to 10%) Furniture and fi ttings - 20% to 331/3% Motor vehicles - 20%

Depreciation on intermediate bulk containers (“IBCs”) is computed based on cost less its expected residual value. Galvanising and retrofi tting costs on the IBCs, when incurred, are capitalised and depreciated using the straight-line method over the remaining useful life of the IBCs.

* During the fi nancial year, the group revised the estimated useful life of older models of IBCs from 10 years to 15 years following the group’s assets galvanising enhancement programme. This will align the useful life of all IBCs to 15 years. The revision was made based on an independent professional advice sought by the group. The revised depreciation rate resulted in a reduction of depreciation charge of approximately US$2.48 million for the group and US$4.12 million for the company. The revised depreciation rate is applied prospectively.

Depreciation is not provided on freehold land.

Fully depreciated assets still in use are retained in the fi nancial statements.

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under fi nance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in the profi t and loss statement.


June 30, 2007



GOODWILL - Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to benefi t from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profi t or loss on disposal.

INTERNALLY-GENERATED INTANGIBLE ASSETS - RESEARCH AND DEVELOPMENT EXPENDITURE - Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefi ts;

• the availability of adequate technical, fi nancial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset fi rst meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profi t or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.

June 30, 2007




The intangible assets pertain to development costs incurred for the design, construction and testing of new models of intermediate bulk containers. These development costs are amortised on a straight line basis over the useful life of the intermediate bulk containers of 15 years. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At each balance sheet date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefi nite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profi t and loss statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profi t and loss statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

ASSOCIATES - An associate is an entity over which the group has signifi cant infl uence and that is neither a subsidiary nor an interest in a joint venture. Signifi cant infl uence is the power to participate in the fi nancial and operating policy decisions of the investee but is not control or joint control over those policies.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows.


June 30, 2007



When some or all of the economic benefi ts required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

SHARE-BASED PAYMENTS - The group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the leasing of crates is taken up on a time proportionate basis over the period from when the custody of the crates is released to the customer to the date that the crates are expected to be available for the next lease.

Revenue from the sale of accessories is recognised when all the following conditions are satisfi ed:

• the group has transferred to the buyer the signifi cant risks and rewards of ownership of the accessories;

• the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the accessories sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefi ts associated with the transaction will fl ow to the entity; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the fi nancial asset to that asset’s net carrying amount.

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

DEFERRED CHARGES - Deferred charges relates to freight and handling charges incurred for the pre-positioning of the IBCs at the beginning of a new leasing cycle. Deferred charges are recognised when it is probable that the future economic benefi ts that are attributable to the asset will result in an infl ow of resources and are charged to the profi t and loss over the term of the lease.

June 30, 2007




WARRANT RESERVE - Warrant reserve consists of the subscription price of the warrants issued by the company. The subscription price in respect of any warrant exercised will be transferred from the warrant reserve to the share capital account. Upon the expiry of the warrants, the balance of the warrant reserve will be available to the equity holders of the company.

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the profi t and loss statement in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an expense as they fall due. Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.

EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

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 suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.


June 30, 2007



Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to profi t or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

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

Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual fi nancial statements of each group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated fi nancial statements of the group and the balance sheet and statement of changes in equity of the company are presented in United States dollars, which is the functional currency of the company, and the presentation currency for the consolidated fi nancial statements.

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profi t or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the group’s foreign operations (including comparatives) are expressed in United States dollars using exchange rates prevailing on the balance sheet date. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classifi ed as equity and transferred to the group’s translation reserve. Such translation differences are recognised in profi t or loss in the period in which the foreign operation is disposed of.

June 30, 2007




On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

SEGMENT - A segment is a distinguishable component of the group that is engaged either in providing products or services (business segment) or in providing products and services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of the other segments.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Critical judgements in applying the entity’s accounting policies

In the application of the group’s accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Recognition of Intermediate Bulk Containers (“IBCs”)

As at June 30, 2007, payment of US$Nil (2006 : US$20,873,000) made for IBCs received during the fi nancial year which were not in accordance with product specifi cations and agreed to be returned to the supplier as these IBCs were within the warranty period. These have been accounted for as advance payment for property, plant and equipment.

The directors had considered the asset recognition criteria as set out in FRS 16, “Property, Plant and Equipment” and believe that it was appropriate not to recognise these amounts as part of property, plant and equipment.

Income taxes

The group has recorded deferred tax assets of US$1,084,000 (2006 : US$1,235,000) arising from temporary differences from tax loss carryforwards of subsidiaries in the group, which are available for offsetting against future taxable income. The directors are of the opinion that the subsidiaries will continue to be profi table due to the expected incremental revenue arising from new major leasing contracts and the reduction in leasing charges from the revised intercompany arrangement.


June 30, 2007


3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY - continued

In making its judgement, the directors considered the detailed criteria for assessment of the probability that taxable profi t will be available against which the unused tax losses can be utilised as set out in FRS 12 “Income Taxes” and in particular, whether it is probable that the subsidiaries will have taxable profi ts before the unused tax losses expire. Based on a 10-year profi t projection for the subsidiaries, the directors believe that suffi cient profi ts will be generated over the next 10 years for utilisation of the unused tax losses.

Key sources of estimation uncertainty

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

Recoverability of trade receivables

(a) During the fi nancial year, the directors reconsidered the recoverability of certain of its trade receivables arising from extended hire of its IBCs, which are included in its balance sheet as at June 30, 2007 of US$1,114,000 (2006 : US$1,920,000) for the group and US$949,000 (2006 : US$1,414,000) for the company. The group and the company have agreed to recover these receivables within the next 3 to 7 years through an offsetting arrangement against other contractual agreements.

(b) As at June 30, 2007, the group and the company have certain trade receivables of approximately US$439,000 (2006 : US$700,000) arising from claims for damaged IBCs. The directors have considered the recoverability of these amounts and are of the opinion that these are recoverable.

The directors are confi dent that the carrying amount of the above receivables will be recovered in full and adjustment will be made in future periods in the event that there is objective evidence of impairment resulting from future loss events.

Useful lives and residual values of Intermediate Bulk Containers

Management exercises their judgement in estimating the useful lives and residual values of IBCs.

During the fi nancial year, the group revised the estimated useful life of older models of IBCs from 10 years to 15 years following the group’s assets galvanising enhancement programme. This will align the useful life of all IBCs to 15 years. The revision was made based on an independent professional advice sought by the group. The revised depreciation rate resulted in a reduction of depreciation charge of approximately US$2.48 million for the group and US$4.12 million for the company. The revised depreciation rate is applied prospectively.

The carrying amounts of the IBCs are reviewed at each balance sheet date to determine whether there is any indication that these IBCs have suffered an impairment loss. If any such indication exists, the residual values of the IBCs are determined on the basis of the value in use to determine the extent of the impairment loss.

June 30, 2007



4 FINANCIAL RISKS AND MANAGEMENT

Foreign currency risk

The group is exposed to foreign currency risk on sales and purchases that are denominated in currencies other than United States Dollars. The currencies giving rise to this risk are primarily Singapore dollars, Euro and Indonesian Rupiah.

To hedge against the volatility of future cash fl ows caused by changes in foreign currency exchange rates, the group utilises forward foreign exchange contracts to hedge the group’s exposure to specifi c currency risks relating to trade receivables and trade payables.

The company has a number of investments in foreign subsidiaries, whose net assets are exposed to currency translation risk. Exposure to foreign currency translation risks are managed as far as possible by natural hedges of matching assets and liabilities.

Interest rate risk

The group’s exposure to market risk for changes in interest rates relates primarily to the group’s bank borrowings. The group utilises interest rate caps to hedge the group’s exposure to interest rate risks relating to interest rate fl uctuations.

The group has cash and cash equivalents placed as short-term deposits with reputable banks, which generate interest income for the group.

Credit risk

Credit risk refers to the risk that debtors will default on their obligations to repay the amounts owing to the group, resulting in a loss to the group. The group had adopted stringent procedures in extending credit to customers.

The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the balance sheet with exposure spread over its top 10 customers. The directors are of the view that the risk of default by these customers is minimal.

Cash and cash equivalents are held with creditworthy fi nancial institutions.

Liquidity risk

The group maintains suffi cient cash and cash equivalents, and internally generated cash fl ows to fi nance their activities. The group fi nance their liquidity through internally generated cash fl ows and minimises liquidity risk by keeping committed credit lines available.

Fair value of fi nancial assets and fi nancial liabilities

The carrying values of cash and cash equivalents, trade and other current receivables and payables, approximate their fair values due to the relatively short term maturity of these fi nancial instruments. The fair values of other classes of fi nancial assets and liabilities are disclosed in the respective notes to fi nancial statements.


June 30, 2007


4 FINANCIAL RISKS AND MANAGEMENT - continued

The fair values of fi nancial assets and fi nancial liabilities are determined as follows:

a) the fair value of fi nancial assets and fi nancial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices;

b) the fair value of other fi nancial assets and fi nancial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash fl ow analysis; and

c) the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available, discounted cash fl ow analysis is used, based on the applicable yield curve of the duration of the instruments for non-optional derivatives, and option pricing models for option derivatives.

5 RELATED PARTY TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise signifi cant infl uence over the other party in making fi nancial and operating decisions.

Some of the transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is refl ected in these fi nancial statements.

Certain patents for IBCs are held by one of the company’s directors/shareholders and are used by the group and the company at no charge.

Compensation of key management personnel

The remuneration of directors and other members of key management during the fi nancial year was as follows:

Group 2007 2006 US$’000 US$’000

Short-term benefi ts 1,068 1,178 Post employment benefi ts 95 38 Recognition of (reversal of) share-based payments 60 (66)

1,223 1,150

The remuneration of directors and key management is determined by the remuneration committee having regard to the performance of the individuals and market trends.

June 30, 2007



6 CASH AND BANK BALANCES

Group Company 2007 2006 2007 2006 US$’000 US$’000 US$’000 US$’000

Cash and bank balances 8,115 3,976 2,590 1,561 Fixed deposits 1,866 2,184 - 550

Total cash and bank balances 9,981 6,160 2,590 2,111 Less: Restricted fi xed deposits (a) (703) (729) - -

Total cash and cash equivalents 9,278 5,431 2,590 2,111

Note:

(a) Restricted fi xed deposits are secured for bank guarantee facilities (Note 36). Fixed deposits bear interest at an average rate of 3.29% (2006 : 3.63%) per annum and for an

average tenure of 60 days (2006 : 30 days). The group’s and company’s cash and cash equivalents that are not denominated in the functional

currencies of the respective entities are as follows:


United States dollars 760 909 - - Singapore dollars 170 488 166 45 Euro 313 16 313 16 Thai baht 4 201 4 201 Japanese yen 101 124 101 124 Chinese reminbi 26 - - - Indonesian rupiah 10 205 10 205

7 TRADE RECEIVABLES


Outside parties 26,497 16,214 11,663 8,753 Subsidiaries (Note 11) - - 31,830 27,840

26,497 16,214 43,493 36,593

Analysed as: Current 25,383 14,793 42,544 35,163 Non-current 1,114 1,421 949 1,430

26,497 16,214 43,493 36,593


June 30, 2007


7 TRADE RECEIVABLES - continued

An allowance has been made for estimated irrecoverable amounts from the leasing of IBCs and sales of accessories to third parties for the group and the company amounting to US$24,000 (2006 : US$396,000). This allowance has been determined by reference to past default experience.

The amount due from subsidiaries included an amount of US$267,400 (2006 : US$3,481,000)

due from a subsidiary which is repayable over 36 equal monthly instalments commencing on August 1, 2004. The fair values of these trade receivables approximate their carrying amounts based on discounting the estimated cash fl ows at a rate of 2.59% (2006: 2.59%) per annum.

As at June 30, 2007, certain trade receivables arising from extended hire of its IBCs of US$1,114,000 (2006 : US$1,920,000) for the group and US$949,000 (2006 : US$1,414,000) for the company will be recovered within the next 3 to 7 years through an offsetting arrangement against other contractual agreements. The fair values of these trade receivables approximate their carrying amounts based on discounting of the estimated cash fl ows at rates ranging from 2.4% to 6.8% (2006: 2.4% to 6.8%) per annum.

The group and company’s trade receivables that are not denominated in the functional currencies of the respective entities are as follows:


United States dollars 1,329 984 - - Euro 678 354 697 354 Japanese yen 46 97 46 97 Singapore dollars 1,158 1,398 468 729 Malaysian ringgit - - 199 187 Chinese reminbi - - 3 - Thai baht - - 474 3,588

8 OTHER RECEIVABLES


Deposits 187 169 118 116 Other receivables for disposal of property, plant and equipment 1,379 - - - Prepayments 3,740 703 2,736 113 Deferred charges 2,256 3,895 1,409 2,809 Others 1,740 1,213 321 162

9,302 5,980 4,584 3,200

An allowance has been made for estimated irrecoverable amounts for the group and the company amounting to US$142,000 (2006: US$46,000).

June 30, 2007



8 OTHER RECEIVABLES - continued

The group and company’s other receivables that are not denominated in the functional currencies of the respective entities are as follows:


Singapore dollars 523 113 502 113

9 INVENTORIES


Consumables 721 819 300 194 Work in progress 196 67 - - Raw materials 463 482 - -

1,380 1,368 300 194

10 DERIVATIVE FINANCIAL INSTRUMENTS

Group and Company 2007 2006 US$’000 US$’000 Fair value of:

Forward foreign exchange contracts - 153 Structured interest rate cap - 134 Interest rate knock-out cap - 80

- 367

The balance for derivative fi nancial instruments for 2007 has been included in other receivables – “others” as the amount is insignifi cant.

At the balance sheet date, the total notional amounts of fi nancial derivative contracts which the group and company are committed to are as follows:

2007 2006 US$’000 US$’000 Forward foreign exchange contracts – with maturity less than one year

Bought - Thai baht - 499 - United States dollars - 3,881 - Indonesian rupiah - 705

Sold - United States dollars - 1,200 - Singapore dollars - 3,757


June 30, 2007


10 DERIVATIVE FINANCIAL INSTRUMENTS - continued

2007 2006 US$’000 US$’000 Structured interest rate cap

Notional principal: Interest rate cap 10,000 10,000 Embedded currency options - 833

Interest rate knock-out cap:

Notional principal - 10,000

Changes in the fair value of non-hedging currency derivatives amounting to US$343,000(2006 : US$174,000) have been charged to the profi t and loss statement.

11 INVESTMENTS IN SUBSIDIARIES

Company 2007 2006 US$’000 US$’000

Unquoted equity investments, at cost 6,802 5,336

The balances with subsidiaries are unsecured, interest-free and repayable on demand unless stated otherwise.

Details of the signifi cant subsidiaries are as follows: Proportion of Country of ownership interest incorporation and voting Names of subsidiaries Principal activities and operation power held 2007 2006 % %

Goodpack Repair, marketing Thailand 100 100 Manufacturing and leasing of crates Company Limited (1)

Goodpack Marketing and leasing USA 100 100 USA, Inc. (2) of crates

Goodpack Australia Marketing and leasing Australia 100 55 Pty Ltd (1) of crates

Goodpack Japan Marketing and leasing Japan 100 100 Co., Ltd (1) of crates

Steel Trading Procurement and sale Malaysia 100 100 International Ltd (1) of crates

June 30, 2007



11 INVESTMENTS IN SUBSIDIARIES - continued

Proportion of Country of ownership interest incorporation and voting Names of subsidiaries Principal activities and operation power held 2007 2006 % %

Metalbox International Procurement and sale Malaysia 100 100 Limited (1) of crates

(1) Audited by overseas practices of Deloitte Touche Tohmatsu . (2) Audited by Deloitte & Touche, Singapore for consolidation purposes.

12 INVESTMENT IN ASSOCIATE

Group and Company 2007 2006 US$’000 US$’000

Unquoted equity shares, at cost 4 4

Details of the associate are as follows: Proportion of Country of ownership interest incorporation and voting Names of associate Principal activities and operation power held 2007 2006 % %

Novus Logistics Limited (1) Dormant British Virgin Islands 40 40

(1) Not required to be audited by law of its country of incorporation.

No equity accounting has been performed as the amounts involved are insignifi cant.

13 AVAILABLE-FOR-SALE INVESTMENTS


Quoted equity investments, at fair value 76 74

The investments above represent investments in listed equity securities that offer the opportunity for return through dividend income and fair value gains. They have no fi xed maturity or coupon rate. The fair values of these securities are based on quoted market prices.


June 30, 2007


13 AVAILABLE-FOR-SALE INVESTMENTS - continued

The available-for-sale investments that are not denominated in the functional currencies of the respective entities are as follows:


Singapore dollars 76 74

14 ADVANCE PAYMENTS FOR PROPERTY, PLANT AND EQUIPMENT

This represents payments made to a supplier of IBCs for IBCs received during the fi nancial year which were not in accordance with product specifi cations and agreed to be returned to the supplier as these IBCs were within the warranty period. Also, see Note 15 to the fi nancial statements.

15 PROPERTY, PLANT AND EQUIPMENT

Intermediate Furniture Freehold Leasehold bulk and Motor land Buildings improvements containers fi ttings vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Group

Cost or valuation: At July 1, 2005 204 385 16 88,506 3,093 554 92,758 Translation differences 15 29 - (52) 73 22 87 Additions - - - 29,985 358 - 30,343 Disposals - - - (24) (21) - (45) At June 30, 2006 219 414 16 118,415 3,503 576 123,143 Translation differences 48 91 - 238 249 63 689 Additions - 15 3 53,488 274 12 53,792 Disposals - - - (3,937) (24) - (3,961) At June 30, 2007 267 520 19 168,204 4,002 651 173,663

Represented by: June 30, 2006 Cost - 414 16 118,415 3,503 576 122,924 Valuation 219 - - - - - 219 Total 219 414 16 118,415 3,503 576 123,143 June 30, 2007 Cost - 520 19 168,204 4,002 651 173,396 Valuation 267 - - - - - 267 Total 267 520 19 168,204 4,002 651 173,663

Accumulated depreciation: At July 1, 2005 - 197 13 29,828 1,713 333 32,084 Translation differences - 16 - 88 67 19 190 Depreciation - 20 - 5,119 293 62 5,494 Disposals - - - (19) (14) - (33) At June 30, 2006 - 233 13 35,016 2,059 414 37,735 Translation differences - 52 - 179 279 57 567 Depreciation - 25 3 6,828 279 63 7,198 Disposals - - - (3,665) (12) - (3,677) At June 30, 2007 - 310 16 38,358 2,605 534 41,823

Carrying amount: At June 30, 2006 219 181 3 83,399 1,444 162 85,408

At June 30, 2007 267 210 3 129,846 1,397 117 131,840

June 30, 2007



15 PROPERTY, PLANT AND EQUIPMENT - continued

Intermediate Leasehold bulk Furniture Motor improvements containers and fi ttings vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 Company Cost: At July 1, 2005 5 154,031 1,813 245 156,094 Additions - 41,496 240 - 41,736 Disposals - (24) - - (24) At June 30, 2006 5 195,503 2,053 245 197,806 Additions - 69,260 80 - 69,340 Disposals - (3,937) (1) - (3,938) At June 30, 2007 5 260,826 2,132 245 263,208

Accumulated depreciation: At July 1, 2005 5 66,810 637 80 67,532 Depreciation - 11,643 141 47 11,831 Disposals - (17) - - (17) At June 30, 2006 5 78,436 778 127 79,346 Depreciation - 11,955 248 49 12,252 Disposals - (3,665) (1) - (3,666) At June 30, 2007 5 86,726 1,025 176 87,932

Carrying amount: At June 30, 2006 - 117,067 1,275 118 118,460

At June 30, 2007 - 174,100 1,107 69 175,276

The freehold land of a subsidiary was revalued by an independent professional valuer, Siam Appraisal and Services Co., Ltd based on open market value with existing use basis and their estimate of the market value has been recorded in the fi nancial statements.

As at June 30, 2007, the net carrying amount of the freehold land of a subsidiary, had it been carried at cost less accumulated depreciation, would have been U$145,000 (2006: US$119,000).

As at June 30, 2007, motor vehicles with a net carrying amount of US$117,000 (2006 : US$162,000) for the group and US$69,000 (2006 : US$118,000) for the company were acquired under the fi nance lease agreements (Note 21).

As at June 30, 2007, payments of US$Nil (2006: US$20,873,000) made to a supplier of IBCs for IBCs received during the fi nancial year which were not in accordance with product specifi cations and agreed to be returned to the supplier as these IBCs were within the warranty period (see Note 14). During the year, no depreciation had been provided on these IBCs whilst leasing income of US$Nil (2006 : US$3,641,000) was earned from these IBCs.

During the fi nancial year, the group revised the estimated useful life of older models of IBCs from 10 years to 15 years following the group’s assets galvanising enhancement programme. This will align the useful life of all IBCs to 15 years. The revision was made based on an independent professional advice sought by the group. The revised depreciation rate resulted in a reduction of depreciation charge of approximately US$2.48 million for the group and US$4.12 million for the company. The revised depreciation rate is applied prospectively.


June 30, 2007


16 GOODWILL

The goodwill arose from the acquisition of additional equity interest in a subsidiary during the fi nancial year. The goodwill is allocated, at acquisition, to the cash generating units (“CGUs”) that are expected to benefi t from business combination.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to leasing rates and direct costs during the period. Management estimates discount rates using pre-tax rates that refl ect current market assessments of the time value of money and the risk specifi c to the CGUs. The growth rates are based on industry growth forecasts. Changes in leasing rates and direct costs are based on expectations of future changes in the market.

The management prepares cash fl ows forecasts based on a growth rate of 10% and the rate used to discount the future forecast cash fl ows is 6.8%.

17 INTANGIBLE ASSETS

Group Company US$’000 US$’000 Development cost, at cost: At July 1, 2005 994 975 Additions 25 9

At June 30, 2006 1,019 984 Written off (15) (15)

At June 30, 2007 1,004 969

Amortisation: At July 1, 2005 19 - Amortisation 64 64

At June 30, 2006 83 64 Amortisation 72 66

At June 30, 2007 155 130

Carrying amount: At June 30, 2006 936 920

At June 30, 2007 849 839

The intangibles pertain to development cost incurred for the design, construction and testing of new models of IBCs. These development cost are amortised over the useful lives of the IBCs of 15 years.

June 30, 2007



18 BANK BORROWINGS


Bank loan 1-note (a) 8,000 - 8,000 - Bank loan 2-note (b) 17,550 - 17,550 - Bank loan 3-note (c) - 37,986 - 37,986

25,550 37,986 25,550 37,243

The borrowings are repayable as follows: On demand and within one year 12,200 37,986 12,200 37,243 In the second year 4,200 - 4,200 - In the fourth year 4,200 - 4,200 - In the fi fth year 4,950 - 4,950 -

25,550 37,986 25,550 37,243 Less: Amount due for settlement within 12 months (shown under current liabilities) 12,200 37,986 12,200 37,243

Amount due for settlement after 12 months 13,350 - 13,350 -

(a) The short-term loan of US$8 million was raised on June 22, 2007 and was repaid on August 22, 2007. The loan was unsecured and carried interest at 0.6% over SIBOR rate.

(b) The long-term loan of US$17.5 million was raised on November 13, 2006 and is repayable over 48 months. The loan was unsecured and carried interest at 1% over SIBOR rate.

(c) In 2006, the short-term loans of $37.9 million represent revolving credit facilities from banks and were repayable on demand. The loans were unsecured and carried interest at rates ranging from 4.50% to 6.00% per annum.

The fair value of the group’s bank borrowings approximates their carrying amounts.


June 30, 2007


19 TRADE PAYABLES


Outside parties 8,000 6,946 3,345 2,479

The group and company’s trade payables that are not denominated in the functional currencies of the respective entities are as follows:


United States dollars 30 - 30 - Euro 230 - 230 - Sterling pounds 5 - 5 - Japanese yen 9 - 9 - Malaysian ringgit 182 16 182 56 Indonesian rupiah 530 130 530 130 Singapore dollars 69 66 69 66

20 OTHER PAYABLES


Accrued expenses 3,736 3,515 1,624 2,302 Others 1,794 385 281 222 Subsidiaries (Note 11) - - 103,148 63,239

5,530 3,900 105,053 65,763

The group and company’s other payables that are not denominated in the functional currencies of the respective entities are as follows:


Malaysian ringgit 4 2 613 18 Indonesian rupiah - - - 130 Sterling pounds 2 2 2 2 Japanese yen 9 - 193 - Chinese reminbi 9 - 2 - Singapore dollars 377 180 1,101 903 Euro 26 - 58 - Thai baht - - 1,941 3,664

June 30, 2007



21 FINANCE LEASES

Present value Minimum of minimum lease payments lease payments 2007 2006 2007 2006 US$’000 US$’000 US$’000 US$’000 Group

Amounts payable under fi nance leases: Within one year 23 24 21 22 In the second to fi fth years inclusive - 26 - 24

23 50 21 46 Less: Future fi nance charges (2) (4) - -

Present value of lease obligations 21 46 21 46

Company

Amounts payable under fi nance leases: Within one year 9 20 8 19 In the second to fi fth years inclusive - 11 - 10

9 31 8 29 Less: Future fi nance charges (1) (2) - -

Present value of lease obligations 8 29 8 29

It is the group’s policy to lease certain of its plant and equipment under fi nance leases. The average lease tenure is 3 years. For the year ended June 30, 2007, the average effective borrowing rate was 4.3% to 4.8% (2006 : 4.3% to 4.8%) per annum. Interest rates are fi xed at the contract date, and thus expose the group to fair value interest rate risk. All leases are fi xed repayment basis and no arrangements have been entered into for contingent rental payments.

The fair value of the group’s lease obligations approximates their carrying amounts.

The group’s obligations under fi nance leases are secured by the lessors’ title to the leased assets.

The group and company’s fi nance leases that are not denominated in the functional currencies of the respective entities are as follows:


Malaysian ringgit 13 17 - - Singapore dollar 8 29 8 29


June 30, 2007


22 DEFERRED TAX LIABILITIES


Deferred tax liabilities 5,801 5,053 5,801 4,707

Deferred tax assets (1,152) (1,278) - -

The following are the major deferred tax liabilities and assets recognised by the group and the company and movements thereon during the year:

Deferred tax liabilities Accelerated tax depreciation Others Total US$’000 US$’000 US$’000 Group

At July 1, 2006 5,038 15 5,053 Charge to profi t and loss for the year 763 (15) 748 At June 30, 2007 5,801 - 5,801

Accelerated tax depreciation US$’000 Company

At July 1, 2006 4,707 Charge to profi t and loss for the year 1,094 At June 30, 2007 5,801

Deferred tax assets

Tax Group Provisions losses Others Total US$’000 US$’000 US$’000 US$’000

At July 1, 2006 (43) (1,235) - (1,278) Translation differences (2) 2 - - Charge to profi t and loss for the year 38 149 (61) 126

At June 30, 2007 (7) (1,084) (61) (1,152)

June 30, 2007



23 RETIREMENT BENEFIT OBLIGATIONS

Defi ned contribution plans

The employees of Goodpack Limited and its subsidiaries are members of state-managed retirement benefi t plans. The company and the subsidiaries are required to contribute a specifi ed percentage of payroll costs to the retirement benefi t scheme to fund the benefi ts. The only obligation of the group with respect to the retirement benefi t plan is to make the specifi ed contributions.

The total expense recognised in the profi t and loss statement of US$711,000 (2006: US$436,000) represents contributions payable to these plans by the group at rates specifi ed in the rules of the plans. As at June 30, 2007, contributions of US$33,000 (2006: US$34,000) due in respect of current fi nancial year has not been paid over to the plans. The amounts were paid over subsequent to the balance sheet date.

24 SHARE CAPITAL

Group and Company 2007 2006 2007 2006 Number of ordinary shares US$’000 US$’000 Issued and paid up: At July 1, 2006 402,137,225 400,857,600 22,927 2,302 Issued for cash 53,881,653 1,279,625 36,328 7 Transfer from warrant reserve (Note 25) - - 1,638 - Transfer from share premium (Note 25) - - - 20,618 At June 30, 2007 456,018,878 402,137,225 60,893 22,927

During the fi nancial year, the company issued and allotted 3,914,000 (2006: 1,279,625) ordinary shares upon the exercise of options granted under Goodpack Performance Share Option Scheme.

There were 5,330,375 (2006: 16,244,375) unissued ordinary shares under the options granted pursuant to the Goodpack Performance Share Option Scheme. The details of outstanding share options are set out in Note 27.

As at June 30, 2007 there were 49,967,653 ordinary shares issued under the warrants issued on April 19, 2005 and there were 127,437 (2006: 50,095,090) unissued ordinary shares under warrants which had been transferred to share capital.

Subsequent to the fi nancial year ended June 30, 2007, the company issued 57,423,859 warrants,

on the basis of one warrant for every eight shares held in the share capital of the company subject to the terms and conditions of the issue as stated in the Deed Poll of the company dated July 4, 2007. Each warrant entitles the holder to subscribe for one new ordinary share in the company at an exercise price of S$1.38 per share. The warrants shall be exercised at any time commencing on and including the date immediately following the date falling on six months after the date of listing, July 19, 2007 of the warrants and expiring on the date immediately preceding the second anniversary of the date of issue of the warrants. Warrants remaining unexercised after the expiry date shall lapse and cease to be valid for any purpose.


June 30, 2007


25 CAPITAL RESERVES

Group and Company Share Share options Warrant premium reserve reserve Total US$’000 US$’000 US$’000 US$’000

At July 1, 2005 20,218 797 1,644 22,659 Arising during the year 400 (66) - 334 Warrants issue expenses - - (9) (9) Transfer to share capital (Note 24) (20,618) - - (20,618)

At June 30, 2006 - 731 1,635 2,366 Arising during the year - 60 3 63 Transfer to share capital (Note 24) - - (1,638) (1,638)

At June 30, 2007 - 791 - 791

26 REVALUATION RESERVES

Property Investment revaluation revaluation reserve reserve Total US$’000 US$’000 US$’000 Group

Balance at July 1, 2005 109 (96) 13 Gain on available-for-sale investments - 31 31 Transfer to profi t and loss statement on sale of available-for-sale investments - 30 30 Balance at June 30, 2006 109 (35) 74 Loss on available-for-sale investments - (30) (30) Balance at June 30, 2007 109 (65) 44

Investment revaluation reserve US$’000 Company

Balance at July 1, 2005 (96) Gain on available-for-sale investments 31 Transfer to profi t and loss statement on sale of available-for-sale investments 30 Balance at June 30, 2006 (35) Loss on available-for-sale investments (30) Balance at June 30, 2007 (65)

The revaluation reserves are not available for distribution to the company’s shareholders.

June 30, 2007



27 SHARE BASED PAYMENTS

The Goodpack Performance Share Option Scheme, as the same may be modifi ed or altered from time to time (“Scheme”) was approved by shareholders on December 20, 2001. The Scheme has been modifi ed in year 2004 to allow share options to be issued at a premium (premium options) to the market price at the date of grant with an exercise period of 5 years.

The Scheme shall continue to be in force at the discretion of the Remuneration Committee of the company (the “Committee”), subject to a maximum period of ten years commencing on the adoption date, provided always that the Scheme may continue beyond the above stipulated period with the approval of the Company’s shareholders by ordinary resolution in a general meeting and of any relevant authorities which may then be required.

Under the Scheme, options will vest:

- on or after the fi rst anniversary of the date of grant for 40% of the ordinary shares subject to the options;

- on or after the second anniversary of the date of grant for an additional 30% of the ordinary shares subject to the options; and

- on or after the third anniversary of the date of grant for an additional 30% of the ordinary shares subject to the options;

except for the grants that were made to the Chairman/Managing Director, Mr Lam Choon Sen, David @ Lam Kwok Kwong, which will vest on or after the fi rst anniversary of the date of the respective grants.

Under the Scheme, options to subscribe for ordinary shares in the capital of the company will be granted to selected executives and directors (executive and non-executive) of the company, its subsidiaries and associated companies. All options to be issued will have a term no longer than 10 years from the date of the grant, except in the case of premium options and for grants to a non-executive director, an executive director of an associated company and/or an executive of an associated company, the term is no longer than 5 years.

The exercise price of a Market Price Option will be the average of the closing prices of the company’s ordinary shares on the SGX-ST for the three consecutive market days (Market Price) immediately preceding the date of the grant.

The exercise price of a Discounted Option will be a price subject to such discount not exceeding 20% of the Market Price as may be determined by the Committee.

The exercise price of a Premium Option will be a price subject to such premium as may be determined by the Committee.

Options, under the Scheme, may be granted at a premium or subject to a discount to the market price for the shares prevailing at the date of grant of the respective options, provided that the maximum discount which may be given shall not exceed 20% of the relevant market price for the shares applicable to that option and in no event shall the subscription price be less than the nominal value of the share.


June 30, 2007


27 SHARE BASED PAYMENTS - continued

Details of the share options outstanding are as follows:

Company June 30, 2007 June 30, 2006 Number Weighted Number Weighted of share average of share average options exercise price options exercise price S$ S$ Outstanding at the beginning of the year 16,244,375 0.926 17,574,000 0.896 Exercised during the year (3,914,000) 0.630 (1,279,625) 0.533 Lapsed/forfeited during the year (7,000,000) 1.173 (50,000) 0.560 Outstanding at the end of the year 5,330,375 0.798 16,244,375 0.926

Exercisable at the end of the year 5,330,375 14,440,175

The weighted average share price at the date of exercise for share options exercised during the year was S$1.686 (2006 : S$1.735). The options outstanding at the end of the year have a weighted average remaining contractual life of 6.37 years (2006 : 5.39 years).

The group recognised total expense of US$60,000 (2006 : reversal of US$66,000) related to equity-settled share-based payments transactions during the year.

28 REVENUE

Group 2007 2006 US$’000 US$’000

Leasing of IBCs 68,931 55,109 Losses and damages 2,000 - Sales of accessories 4,318 4,468

75,249 59,577

Also, see Note 15 on leasing income of US$Nil (2006: US$3,641,000) earned from IBCs where no depreciation has been charged.

June 30, 2007



29 OTHER OPERATING INCOME

Group 2007 2006 US$’000 US$’000

Dividend income 2 3 Net foreign exchange adjustment gain (loss) 271 (276) Interest income 259 166 Gain on disposal of property, plant and equipment 1,108 141 Gain on sale of available-for-sale investments 15 10 Claims on damaged IBCs recoverable 259 860 Others 303 124

2,217 1,028

30 OTHER OPERATING EXPENSES

Group 2007 2006 US$’000 US$’000

Rental expenses 559 302 Travelling and entertainment expenses 1,057 663 Selling and marketing expenses 239 337 Offi ce supplies 649 513 Insurance expenses 295 364 Professional fees 1,227 875 Others 1,375 913

5,401 3,967

31 FINANCE COSTS

Group 2007 2006 US$’000 US$’000

Interest expense on: Bank borrowings 3,155 906 Finance leases 2 2

3,157 908

32 INCOME TAX EXPENSE

Group 2007 2006 US$’000 US$’000

Current 757 312 Deferred 871 1,008 Foreign withholding tax 424 317

2,052 1,637


June 30, 2007


32 INCOME TAX EXPENSE - continued

Domestic income tax is calculated at 18% (2006 : 20%) of the estimated assessable profi t for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

The total charge for the year can be reconciled to the accounting profi t as follows:

Group 2007 2006 US$’000 US$’000

Profi t before income tax 26,770 20,717

Tax at the domestic income tax rate of 18% (2006 : 20%) 4,819 4,144 Tax effect of expenses that are not deductible in determining taxable profi t (751) (247) Effect of applying 10% tax rate on offshore leasing income (909) (652) Foreign withholding tax 424 317 Effect of different tax rates of subsidiaries operating in overseas jurisdictions (1,672) (1,776) Others 141 (149)

2,052 1,637

Under the Singapore Income Tax Act Section 43I, certain qualifying offshore leasing income of the Company is subject to a concessionary income tax rate of 10%.

33 PROFIT FOR THE YEAR

Profi t for the year has been arrived at after charging: Group 2007 2006 US$’000 US$’000 Directors’ remuneration: Directors of the company 409 354 Directors of the subsidiaries 206 371 Directors’ fees 68 27 Employee benefi ts expense (including directors’ remuneration) 5,857 4,518 Costs of defi ned contribution plans included in employee benefi ts expense 711 436 Non-audit fees paid to auditors: Auditors of the company 9 6 Other auditors - -

June 30, 2007



34 EARNINGS PER SHARE

Basic earnings per ordinary share is calculated based on the group profi t attributable to equity holders of the company of US$24,514,000 (2006 : US$18,460,000) divided by the weighted average number of ordinary shares of 417,099,472 (2006 : 401,595,000) in issue during the year.

Fully diluted earnings per ordinary share are based on 420,819,424 (2006 : 411,957,000) ordinary shares assuming the full exercise of share options and warrants outstanding during the year and adjusting the weighted average number of ordinary shares to refl ect the effect of all potentially dilutive ordinary shares.

Group 2007 2006 Basic Diluted Basic Diluted US$’000 US$’000 US$’000 US$’000 Profi t attributable to equity holders of the company 24,514 24,514 18,460 18,460

Group 2007 2006 Basic Diluted Basic Diluted Number of shares (‘000) Weighted average number of ordinary shares 417,099 417,099 401,595 401,595 Effect of potential dilutive ordinary shares: share options - 3,720 - 5,352 warrants - - - 5,010

Weighted average number of ordinary shares used to compute earnings per share 417,099 420,819 401,595 411,957

Earnings per share (U.S. cents) 5.88 5.83 4.60 4.48

35 DIVIDENDS

On November 27, 2006, a tax exempt dividend of S$0.035 per share (total dividend US$9.302 million) was paid to shareholders in respect of the fi nancial year ended June 30, 2006.

In respect of the fi nancial year ended June 30, 2007, the directors propose that a fi nal tax exempt dividend of S$0.02 per share and a special tax exempt dividend of S$0.01 per share be paid to shareholders. These dividends are subject to approval by shareholders at the Annual General Meeting and have not been included as a liability in these fi nancial statements. The total estimated dividends to be paid amounted to approximately US$9.2 million.


June 30, 2007


36 CONTINGENT LIABILITIES


Guarantees (secured) 618 605 - -

Guarantees (unsecured) 29 765 29 765

Group

As at June 30, 2007, the group has contingent liabilities in respect of bank guarantee facilities amounting to US$618,000 (2006: US$605,000), which are secured against the fi xed deposits of a subsidiary (Note 6).

37 OPERATING LEASE COMMITMENTS

The group as lessee Group Company 2007 2006 2007 2006 US$’000 US$’000 US$’000 US$’000 Minimum lease payments under operating leases recognised as an expense in the year 559 302 291 101

At the balance sheet date, the outstanding commitments under non-cancellable operating leases which fall due are as follows:


Within one year 556 286 156 115 In the second to fi fth year inclusive 401 293 27 33

957 579 183 148

Operating lease payments represent rental payable by the group for certain of its offi ce properties warehouses and IBCs. Leases for the offi ce properties and warehouses are negotiated for an average term of 3 years and rentals are fi xed for an average of 3 years. Leases of the IBCs are negotiated for an average term of 2 years and rentals are fi xed for an arerage of 2 years.

June 30, 2007



37 OPERATING LEASE COMMITMENTS - continued

The group and the company as lessor

The group and the company lease out its IBCs that is designed for packing and transporting bulk cargo under operating leases. The leasing arrangements entered into by the group (as lessor) with its customers, are usually for a period of three to fi ve years, stipulate inter alia, the estimated number of IBCs for the period covered by the arrangement, the lease price per IBC per trip and the payment terms. The actual number of IBCs to be leased and the duration of that lease is dependent on the requirements of these customers, who will issue advices to the group prior to the actual lease.

The operating leases are cancellable as the leasing agreements allow for the termination of the leasing arrangement by either the group or the customers serving written notice to the other party.

Initial direct costs incurred in negotiating and arranging for an operating lease is not signifi cant

and has been recognised in the profi t and loss statement as and when incurred.

38 CAPITAL COMMITMENTS

As at June 30, 2007, the company has a commitment in respect of the uncalled capital of 10,000,000 shares of Thai baht 7.50 per share, in a wholly-owned subsidiary, Goodpack (Bangkok) Company Limited, amounting to US$2,381,000 (2006 : US$1,952,000).

As at June 30, 2007, the group and the company entered into contracts to purchase property, plant and equipment of US$Nil (2006 : US$22,868,000).

39 SEGMENT INFORMATION

a) Business segments

The group is principally engaged in the marketing and leasing of IBCs and the assets, liabilities and capital expenditure of the group are employed in this sole business segment.

b) Geographical segments

Segment revenue and expense: Segment revenue and expense are the operating revenue and expense reported in the group’s profi t and loss statement that are directly attributable to a segment and the relevant portion of such revenue and expense that can be allocated on a reasonable basis to a segment.

Segment assets and liabilities: Segment assets include all operating assets used by a segment and consist principally of operating receivables, inventories and property, plant and equipment, net of allowances and provisions. Capital additions include the total cost incurred to acquire property, plant and equipment, and intangible assets directly attributable to the segment. Segment liabilities include all operating liabilities and consist principally of accounts payable and accruals.


June 30, 2007


39 SEGMENT INFORMATION - continued

b) Geographical segments - continued

Investments in associates: Income from associates are allocated as they are specifi cally attributable to business segments, and correspondingly the investments in associates are included as segment assets of the group.

The following is an analysis of the group’s revenue by geographical market, irrespective of the origin of the goods/services:

North Asia America Pacifi c and Europe Consolidated US$’000 US$’000 US$’000 June 30, 2007

Total revenue from external customers 30,830 44,419 75,249

North Asia America Pacifi c and Europe Consolidated US$’000 US$’000 US$’000 June 30, 2006

Total revenue from external customers 24,506 35,071 59,577

The following is an analysis of the carrying amount of segment assets and additions to property, plant and equipment and intangible assets, analysed by the geographical area in which the group’s assets are located:

North Asia America Pacifi c and Europe Consolidated US$’000 US$’000 US$’000 June 30, 2007 Segment assets 158,322 22,396 180,718

Additions to property, plant and equipment and intangible assets 53,673 119 53,792

June 30, 2006

Segment assets 109,206 28,178 137,384

Additions to property, plant and equipment and intangible assets 30,354 14 30,368

June 30, 2007



In the opinion of the directors, the consolidated fi nancial statements of the group and balance sheet and statement of changes in equity of the company are drawn up so as to give a true and fair view of the state of affairs of the group and of the company as at June 30, 2007 and of the results, changes in equity and cash fl ows of the group and changes in equity of the company for the fi nancial year then ended and 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 DIRECTORS

Mr Lam Choon Sen, David @ Lam Kwok Kwong

Mr Liew Yew Pin


Statement of Directors


NO. OF % OF % OF ISSUEDSIZE OF SHAREHOLDINGS SHAREHOLDERS SHAREHOLDERS NO. OF SHARES SHARE CAPITAL

1 to 999 308 39.79 25,687 0.00 1,000 to 10,000 333 43.02 1,224,258 0.27 10,001 to 1,000,000 117 15.12 10,157,164 2.211,000,001 AND ABOVE 16 2.07 447,983,769 97.52

TOTAL 774 100.00 459,390,878 100.00

TOP 20 SHAREHOLDERS NO. OF % OF ISSUEDNO. NAME OF SHAREHOLDERS SHARES SHARE CAPITAL

1 GOODPACK HOLDINGS PTE LTD 114,205,000 24.862 DBS NOMINEES PTE LTD 91,627,537 19.943 DBSN SERVICES PTE LTD 74,843,534 16.294 CITIBANK NOMINEES SINGAPORE PTE LTD 47,989,129 10.455 UNITED OVERSEAS BANK NOMINEES PTE LTD 37,879,333 8.256 HSBC (SINGAPORE) NOMINEES PTE LTD 32,485,625 7.077 RAFFLES NOMINEES PTE LTD 21,541,841 4.698 KIM ENG SECURITIES PTE. LTD. 5,578,524 1.219 DBS VICKERS SECURITIES (S) PTE LTD 4,994,650 1.0910 LAM CHOON SEN DAVID @ LAM KWOK KWONG 4,689,425 1.0211 LIEW YEW PIN 2,633,125 0.5712 SRICHAI UTHAI 2,309,075 0.5013 OWWI LIMITED 1,975,125 0.4314 MERRILL LYNCH (SINGAPORE) PTE LTD 1,843,750 0.4015 OWWIG LIMITED 1,820,721 0.4016 MORGAN STANLEY ASIA (SINGAPORE) PTE LTD 1,567,375 0.3417 TAN BIEN CHUAN 902,500 0.2018 UOB KAY HIAN PTE LTD 760,000 0.1619 LIEW THOE HWEE 732,000 0.1620 COSMIC INSURANCE CORPORATION LIMITED - SIF 670,000 0.15

TOTAL 451,048,269 98.18

Statistics of ShareholdingsAs at 21 September 2007


NO. OF WARRANT NO. OFSIZE OF WARRANT HOLDINGS % WARRANTS %

1 to 999 581 76.75 112,224 0.191,000 to 10,000 131 17.31 365,909 0.6410,001 to 1,000,000 38 5.02 5,282,435 9.201,000,001 AND ABOVE 7 0.92 51,663,291 89.97 TOTAL 757 100.00 57,423,859 100.00

TOP 20 WARRANT HOLDERS NO. OF % OF ISSUED NO. NAME OF SHAREHOLDERS SHARES SHARE CAPITAL 1 GOODPACK HOLDINGS PTE LTD 17,775,625 30.952 DBS NOMINEES PTE LTD 12,251,105 21.333 DBSN SERVICES PTE LTD 9,142,909 15.924 CITIBANK NOMINEES SINGAPORE PTE LTD 5,529,884 9.635 HSBC (SINGAPORE) NOMINEES PTE LTD 3,243,328 5.656 RAFFLES NOMINEES PTE LTD 2,618,124 4.567 UNITED OVERSEAS BANK NOMINEES PTE LTD 1,102,316 1.928 DBS VICKERS SECURITIES (S) PTE LTD 763,081 1.339 KIM ENG SECURITIES PTE. LTD. 687,159 1.2010 CHAN NYUK LIN 630,625 1.1011 LAM CHOON SEN DAVID @ LAM KWOK KWONG 586,178 1.0212 LIEW YEW PIN 329,140 0.5713 SRICHAI UTHAI 288,634 0.5014 OWWI LIMITED 246,890 0.4315 MORGAN STANLEY ASIA (SINGAPORE) PTE LTD 242,546 0.4216 OWWIG LIMITED 227,590 0.4017 MERRILL LYNCH (SINGAPORE) PTE LTD 212,717 0.3718 TAN BIEN CHUAN 112,812 0.2019 UOB KAY HIAN PTE LTD 96,125 0.1720 LIEW THOE HWEE 90,000 0.16 TOTAL 56,176,788 97.83

Statistics of Shareholdings

As at 21 September 2007


NOTICE IS HEREBY GIVEN that the 28th Annual General Meeting of Goodpack Limited will be held at 7 Harrison Road, #06-01 Harrison Industrial Building, Singapore 369650 on Wednesday, 31 October 2007 at 10.00 a.m. for the following purposes: -

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and Audited Financial Statements for the fi nancial year ended 30 June 2007 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a Tax Exempt (one tier) Final Dividend of 2 cents per ordinary share tax exempt (one-

tier) for the fi nancial year ended 30 June 2007 (Resolution 2)

3. To declare a Tax Exempt (one tier) Special Dividend of 1 cent per ordinary share tax exempt (one-tier) for the fi nancial year ended 30 June 2007. (Resolution 3)

4. To re-elect Mr Liew Yew Pin, a Director retiring pursuant to Article 91 of the Company’s Articles

of Association. (Resolution 4) 5. To re-elect Mr Tan Bien Chuan, a Director retiring pursuant to Article 91 of the Company’s Articles

of Association. (Resolution 5)

Mr Tan Bien Chuan will, upon re-election as Director of the Company, remain as member of Audit Committee.

6. To re-elect Ms Chen Lai Fong Tracy, a Director retiring pursuant to Article 97 of the Company’s

Articles of Association. (Resolution 6)

Ms Chen Lai Fong Tracy will, upon re-election as Director of the Company, remain as member of Nominating Committee and Remuneration Committee. Ms Chen is considered Independent for the purposes of Rule 704(8) of Listing Manual of the Singapore Exchange Securities Trading Limited.

7. To approve the payment of Directors’ Fees of S$105,000 for the fi nancial year ended 30 June

2007. (30 June 2006: S$38,667) (Resolution 7) 8. To appoint Messrs Deloitte & Touche as auditors of the Company and authorise the Directors to

fi x their remuneration. (Resolution 8) AS SPECIAL BUSINESS To consider and, if thought fi t, to pass the following resolution, with or without modifi cations, as

Ordinary Resolution:- 9. General Mandate to authorise the Directors to issue shares or convertible securities (Resolution 9)

“THAT pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST Listing Manual”), authority be and is hereby given to the Directors of the Company to allot and issue: -

Notice of Annual General Meeting


a) shares; or b) convertible securities; or c) additional securities issued pursuant to Rule 829 of the Listing Manual; or d) shares arising from the conversion of the securities in (b) and (c) above,

in the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fi t, provided that:

i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution must be not more than 50% of the issued share capital of the Company (calculated in accordance with (ii) below), of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing shareholders must be not more than 20% of the issued share capital of the Company (calculated in accordance with (ii) below);and

ii) for the purpose of determining the number of shares and convertible securities that may be issued pursuant to (i) above, the percentage of issued share capital shall be calculated based on the Company’s issued share capital at the date of the passing of this Resolution after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue when this Resolution is passed, and any subsequent consolidation or subdivision of shares.

Unless revoked or varied by ordinary resolution of the shareholders of the Company in general meeting, this Resolution shall remain in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (i)]

10. Authority to allot and issue shares under the Goodpack Performance Share Option Scheme

That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the Goodpack Performance Share Option Scheme (“the Scheme”) and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Scheme, provided that the aggregate number of shares to be allotted and issued pursuant to the Scheme shall not exceed 15% of the total issued share capital of the Company from time to time.

[See Explanatory Note (ii)] (Resolution 10)

Any Other Business 11. To transact any other business which may properly be transacted at an Annual General

Meeting.

BY ORDER OF THE BOARD

Sin Chee MeiTham Lee Meng

Company Secretaries

Singapore, 9 October 2007



Explanatory Notes:

(i) Ordinary Resolution 9, if passed, will empower the Directors, from the date of the Annual General Meeting until the date of the next Annual General Meeting of the Company, to issue and allot shares and convertible securities in the Company, without seeking any further approval from shareholders in general meeting but within the limitation imposed by the resolution, for such purposes as the Directors may consider would be in the best interest of the Company. The number of shares and convertible securities that the Directors may issue and allot under this Resolution would not exceed 50% of the issued share capital of the Company at the time of the passing of this Resolution. For issues of shares and convertible securities other than on a pro rata basis to all existing shareholders of the Company, the aggregate number of shares and convertible securities to be issued shall not exceed 20% of the issued share capital of the Company at the time of the passing of this Resolution.

The percentage of issued share capital is based on the Company’s issued share capital at the time of the passing of this Resolution after adjusting for (a) new shares arising from the conversion or exercise of convertible securities, (b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed, provided the options or awards were granted in compliance with the SGX-ST Listing Manual and (c) any subsequent consolidation or subdivision of shares.

(ii) Ordinary Resolution 10, if passed, will empower the Directors of the Company, from the date

of this Meeting until the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoke by the Company in general meeting, whichever is the earlier, to allot and issue shares in the Company of up to a number not exceeding in total fi fteen per centum (15%) of the issued share capital of the Company from time to time pursuant to the exercise of the options under the Scheme.

Note:

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

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

7 Harrison Road, #04-01 Harrison Industrial Building, Singapore 369650 not less than 48 hours before the time appointed for the Annual General Meeting.


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GOODPACK LIMITED(Incorporated in the Republic of Singapore)Company Registration No: 198000547W

ANNUAL GENERAL MEETINGPROXY FORM

*I/We (Name) *NRIC / Passport No.

of

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

Name AddressNRIC/Passport

NumberProportion of

Shareholdings (%)

and/or (delete as appropriate)

Name AddressNRIC/Passport

NumberProportion of

Shareholdings (%)

as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalf and, if necessary to demand a poll, at the 28th Annual General Meeting of the Company to be held at 7 Harrison Road, #06-01 Harrison Industrial Building, Singapore 369650 on Wednesday, 31 October 2007 at 10:00 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 Meeting as indicated hereunder. If no specifi c direction as to voting is given or in the event of any item arising not summarised below, the *proxy/proxies will vote or abstain from voting at *his/their discretion.

No. Resolution To be used on ashow of hands

To be used in theEvent of a Poll

For** Against**Number of

Votes For***

Numberof Votes

Against***1. Adoption of Directors’ Report and Audited Financial

Statements for the fi nancial year ended 30 June 2007 and Auditors’ Report

2. Declaration of Final Dividend3. Declaration of Special Dividend4. Re-election of Mr Liew Yew Pin as Director

5. Re-election of Mr Tan Bien Chuan as Director

6. Re-election of Ms Chen Lai Fong Tracy as Director

7. Approval of Directors’ Fees

8. Re-appointment of Deloitte & Touche as Auditors9. Authority to issue shares

10. Issuance of shares pursuant to exercise of options

* Delete accordingly. ** Please indicate your vote “For” or “Against” with a tick () within the box provided.*** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided. Alternatively, please

indicate the number of votes as appropriate.

Dated this day of 2007 Total Number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

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

IMPORTANT: PLEASE READ NOTES OVERLEAF

IMPORTANT

1. For investors who have used their CPF monies to buy shares of Goopack Limited, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY

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

3. CPF investors who wish to vote should contact their CPF Approved Nominee

Notes :

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

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. Such proxy need not be a member of the Company.

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

4. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certifi ed copy thereof) must be deposited at the Company’s Registered Address at 7 Harrison Road #04-01, Harrison Industrial Building, Singapore 369650, not less than forty-eight (48) hours before the time of the Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its Common Seal or under the hand of its attorney or a duly authorised offi cer.

6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

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

� Goodpack Limited Annual Report 2007

GOODPACK LIMITED

Company Registration No.: 198000547Wwww.goodpack.com

Documents

GoodPack 2007 Annual Report