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Focus and Prudence

Annual Report 2008


Cover Rationale:
The current financial downturn has affected the entire manufacturing supply
chain as OEMs cut back on outsourcing requirements with weakening
market demand. With 2009 set to be another difficult year, we are prepared
to focus our efforts on strengthening the company both financially and
operationally, while managing our capital and risk prudently – hence the
theme for this year’s annual report “Focus and Prudence”.

Taking each step


Tactically
INNOTEK Limited 2008 Annual Report

Automative Parts

Contents
2008 In Review 03 Independent Auditors’ Report 35
Financial Highlights 08 Consolidated Income Statement 37
Corporate Structure 11 Balance Sheets 38
Board of Directors 12 Statement of Changes in Equity 39
Executive Committee 15 Consolidated Cash Flow Statement 42
InnoTek Locations 16 Notes to the Financial Statements 44
Corporate Governance 17 Statistics of Shareholdings 108
Directors’ Report 30 Notice of Annual General Meeting 110
Statement by Directors 34 Proxy Form
INNOTEK Limited 2008 Annual Report

“The Stamping division benefited from


the launch of new office automation
products from key customers, while the
tooling business continued to see demand
from its clientele of established European
and Japanese automotive makers. FY08
also marked the second full year of
our consolidation of Exerion Precision
Technology Holding B.V. (“Exerion”), and
frame sales from Exerion now accounts for
11% of our overall business.”

Staying
Focused

026
INNOTEK Limited 2008 Annual Report

2008 In Review

Robot Welding Machine Plastic Injection Molding Machine

The current financial downturn has affected the entire


manufacturing supply chain as OEMs cut back on outsourcing
requirements with weakening market demand. With 2009
set to be another difficult year, we are prepared to focus our
efforts on strengthening the company both financially and
operationally, while managing our capital and risk prudently
– hence the theme for this year’s annual report “Focus and
Prudence”.

DEAR SHAREHOLDERS,

2008 was a particularly challenging year for InnoTek Limited as the Group felt
the reverbrations of the global financial crisis. Our wholly owned precision metal
components business, Mansfield Manufacturing Company Limited (“MSF”), was
confronted by sudden slowdown of consumer demand for consumer electronics
and office automation products. Together with rising production costs and volatile
exchange rates, MSF incurred losses for the first time since the Company acquired a
majority stake in 1997.

FINANCIAL PERFORMANCE

Despite the volatile market conditions, MSF’s revenue declined marginally by 6.1%
to S$421.5 million from S$448.9 million in FY07. Assembly sales fell by 27.6% with
lower end-customer demand for flat panel TVs. However these were mitigated by
higher sales from the stamping business and Exerion which rose 2.2% and 5.1%,
respectively.

Components for 46” TV Stand

03
INNOTEK Limited 2008 Annual Report

“The near-term outlook for the global


economy remains uncertain with continued
turmoil in the credit markets and inflationary
pressure on raw materials and wages. As
such, we believe it is essential to focus our
efforts on strengthening our fundamentals.”

Assessing our environment


Conscientiously

04
INNOTEK Limited 2008 Annual Report

2008 In Review

The stamping division benefited from the launch of new office automation products from
key customers, while the tooling business continued to see demand from its clientele of
established European and Japanese automotive makers. FY08 also marked the second full
year of our consolidation of Exerion Precision Technology Holding B.V. (“Exerion”), and
frame sales from Exerion now accounts for 11% of our overall business.

For FY08, MSF incurred a net loss of S$6.1 million which, apart from lower sales, also
reflected one-time charges amounting to S$8.6 million. Had it not been for these non-
recurring charges, MSF would have recorded a profit of S$2.5 million in FY08.

The Group had made a decision in FY07 to invest in a new metal stamping facility in
Suzhou, China, to cater to expected demand for its stamping services. The facility has
since been completed and commenced operations. However, the Group was not able to
fully utilize the facility as orders have slowed down due to the worsening of the economic
downturn.

Due to the installation of the new facility, the Group incurred higher operating
and depreciation expenses in FY08. It was also affected by higher minimum wage
requirements in China, stronger value of Reminbi and higher raw material prices during
the period under review.

The Group’s corporate division incurred a loss of S$0.9 million mainly due to foreign
exchange loss in 1H08 resulting from the strengthening of the US currency, which
affected proceeds from the sale of its subsidiary, Magnecomp Precision Technology Public
Company Limited (“MPT”). This is offset by fair value gains in re-valuation of investment
securities, reversal of warranties pursuant to disposal of MPT and higher interest income.

Mansfield Suzhou Magix Assembly Plant

The Group financial position remains healthy. It generated

S$28.6 million
of positive operating cash inflow in FY08.

Automative Parts Stamping Parts for


Copying Machine

05
INNOTEK Limited 2008 Annual Report
2008 In Review

As a result of the above factors, the Group reported a net loss from continuing operations of
S$7.0 million, or a loss of 3.0 cents per share. Net asset backing per ordinary share was 88.6
cents as at 31 December 2008.

Subsequent to the year-end, the Group disposed of its remaining 10.0% stake in the paid-
up capital of MPT for approximately S$24.4 million. Underscoring its commitment to return
value to shareholders, the Directors have proposed a first and final tax-exempt (one tier)
dividend of 5.0 cents per share for FY08.

The Group financial position remains healthy. It generated S$28.6 million of positive
operating cash inflow in FY08. As at 31 December 2008, the Group had a cash balance of
approximately S$93.1 million with total borrowings of S$65.5 million, amounting to a net
cash position of S$27.6 million.

MANAGEMENT CHANGE

I would like to express my gratitude to my fellow board members for their wise counsel
and invaluable contributions throughout the year. Special thanks go to our former Chief
Executive Officer, Mr Steven G. Campbell, who left us in December after 6 years with the
company, to pursue other career opportunities. Mr Campbell was instrumental in overseeing
and expanding the Company’s data storage division which was subsequently disposed off in
November 2007.

The Board has appointed an Executive Committee to act in place of the CEO until a
permanent appointment has been made. The Board will continue to carefully assess possible
candidates for the role with a view to find the right person to lead its business acquisition
and development strategy.

I would like to express the Board’s deepest condolences towards the family of our late
Independent Director, Dr Ong Chit Chung, who passed away suddenly in July 2008. Dr Ong
contributed immeasurably to the Board with his valuable insights and advice and we are all
deeply saddened by his demise.

Sun Mansfield Plant

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INNOTEK Limited 2008 Annual Report
2008 In Review

I would like to welcome Mr. Peter Tan who joined us as an Independent Director. Mr Tan
was previously the Group Executive Director of JIT Holdings Limited and President and
Managing Director of Flextronics International Inc. (Asia). We believe that the board will
greatly benefit from his wealth of senior management level experience and wide industry
contacts.

OUTLOOK

The near-term outlook for the global economy remains uncertain with continued turmoil
in the credit markets and inflationary pressure on raw materials and wages. As such, we
believe it is essential to focus our efforts on strengthening our fundamentals.

We have begun a review of all our operations and will continue


to consolidate and scale back our operations where necessary
to align our cost structure in line with anticipated lower
demand. At the same time, we will continue with a prudent
financial strategy by keeping a tight control on our capital
and operating expenditure while managing our receivables
and inventory levels.

With a healthy balance sheet, we believe that we are


ready not just to take advantage of any opportunities
but also face any challenges that may arise in this
current market.

The Group will continue to carefully explore


and evaluate future opportunities, with a view
to acquire earnings-accretive businesses that are
synergistic and complementary to MSF’s businesses.

In closing, I would like to thank my fellow Board


members, management and staff for their efforts and
contributions over the year. In addition, we are also
thankful for the continued support of our shareholders,
customers, bankers and business associates.

ROBERT SEBASTIAAN LETTE


Chairman of Executive Committee

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INNOTEK Limited 2008 Annual Report

Financial Highlights



FOR THE YEAR (S$ in thousands)


Turnover - Total
FOR THE YEAR Table 1 Operating Profit/(Loss) - Total

Profit/(Loss) Before Tax and Minority Interest (MI)

Profit/(Loss) After Tax and Minority Interest (MI)


attributable to members of the Company


AT YEAR END (S$ in thousands)

At year end Table 2


Shareholders’ Equity

Fixed Assets (Net) and prepaid land


lease payment


PER SHARE (Singapore cents)

per share Table 3




Profit/(Loss) After Tax & MI

Net Tangible Assets


RATIOS


Operating Profit/(Loss) to Turnover
ratios Table 4 Profit/(Loss) Before Tax and MI to Turnover

Profit/(Loss) After Tax and MI to Turnover

Current Ratio

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INNOTEK Limited 2008 Annual Report
Financial Highlights


2004 2005 2006 2007 2006 2007 2008

Include discontinued operation (MPT) Continuing operation only

379,181 639,135 721,616 783,065 319,745 448,935 421,559

26,013 43,627 (23,147) (4,338) 17,883 26,591 6,126

25,807 62,286 (27,879) 73,872 13,555 25,049 (92)

18,942 54,216 * (21,305) ** 73,720 *** 7,966 16,725 *** (7,031) ***

2004 2005 2006 2007 2006 2007 2008



Include discontinued operation (MPT) Continuing operation only

153,939 208,202 183,453 231,760 183,453 231,760 206,877

136,216 252,254 306,460 97,509 NA 97,509 127,529

2004 2005 2006 2007 2006 2007 2008



Include discontinued operation (MPT) Continuing operation only

8.2 23.1 * (9.0) ** 30.7 *** 3.4 7.0 *** (3.0) ***

64.5 80.7 69.7 98.5 NA 98.5 88.6

2004 2005 2006 2007 2006 2007 2008



Include discontinued operation (MPT) Continuing operation only

6.9% 6.8% (3.2%) (0.6%) 5.6% 5.9% 1.5%

6.8% 9.7% (3.9%) 9.4% 4.2% 5.6% (0.0%)

5.0% 8.5% (3.0%) 9.4% 2.5% 3.7% (1.7%)

1.5 1.6 1.1 2.0 NA 2.0 1.7

* Includes exceptional gain of S$25.2 million which is 10.7 cents per share
** Includes exceptional loss of S$22.2 million which is 9.3 cents per share
*** Profit/ (Loss) includes the following one-time gains :
2007
(a) Continuing Operation - includes one-time gain of S$1.4 million , net MI which is 0.6 cents per share from the acquisition of Exerion
(b) Discontinued Operation - includes one-tme gain of S$82.9 million which is 34.5 cents per share from the disposal of MPT
2008
(a) Continuing Operation - includes one-time loss of S$8.6 million which is 3.66 cents per share
NA Not Available

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INNOTEK Limited 2008 Annual Report

“We have begun a review of all our


operations and will continue to consolidate
and scale back our operations where
necessary to align our cost structure in line
with anticipated lower demand.”

Diligence and
Consistency in operations

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INNOTEK Limited 2008 Annual Report

Corporate Structure

InnoTek Limited

100%

Mansfield Manufacturing
Company Limited

100% Mansfield (Suzhou)


Manufacturing Co. Ltd
(PRC)

55% Mansfield Industrial Co. Ltd. 100% Mansfield Manufacturing


(HongKong) (Dalian) Co. Ltd
(PRC)

100% Lens Tools & Die (H.K.) Limited 100% Dongguan Mansfield Metal
(HongKong) Forming Co. Ltd
(PRC)

100% Magix Mechatronics


(Dongguan) Co. Ltd
(PRC)
90% Magix Mechatronics Co. Ltd
(HongKong)
100% Magix Industrial Co. Ltd
(HongKong)

100% Feng Chuan Tooling Co. Ltd 100% Feng Chuan Tooling
(HongKong) (Dongguan) Co. Ltd
(PRC)

100% Go Smart Development Limited 20% Mayax, Inc.


(HongKong) (USA)

Exerion Precision Technology


100%
Ulft NL B.V.
(The Netherlands)

75% Exerion Precision Technology 100% Exerion Precision Technology


Holding B.V. Olomouc CZ, s.r.o.
(The Netherlands) (Czech Republic)

49% Wong Exerion Precision


Technology Sdn. Bhd.
(Malaysia)

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INNOTEK Limited 2008 Annual Report

Board of Directors
MR. Robert Sebastiaan Lette, Board on February 18, 2002. Buckingham, United Kingdom.
61, is a Non-Executive Mr Yong is a Certified Public Mr Yong was re-elected as a
Independent Director of Accountant and is a Fellow of Director at the 2006 AGM and is
InnoTek Limited since May the Association of Chartered due for re-election as a Director
16, 2002. Mr. Lette was Certified Accountants. Prior at this AGM.
appointed Chairman of the to joining the Group, he was
Board on November 12, 2004. the Group Financial Controller Mr. To Wai Hung, 54, is an
Mr. Lette is also the Chairman of QAF Group and was a Executive, Non-Independent
of the Executive Committee partner in Moore Stephens, Director and the President
of InnoTek Limited since an international accounting of Mansfield Manufacturing
September 1, 2008. He was firm. Mr Yong started his Company Limited, the precision
also appointed a director of accounting career with KPMG metal components division of
Mansfield Manufacturing and subsequently spent more the Group. He was appointed
Company Limited in Hong than ten years in Ernst & a Director on 7 May 2008 and
Kong. A former banker with Young focusing in auditing is due for re-election pursuant
Credit Suisse Singapore, and advisory services for to the Articles of Association of
MeesPierson Asia Ltd and companies in various industries the Company at this AGM. He
Dresdner South East Asia ranging from medium size was the co-founder of Mansfield
Ltd. Mr Lette is a member enterprises to large MNCs, Manufacturing and has more
of the Board of Directors of Big-Cap listed companies and than 30 years of experience in
Asia Pacific Breweries Ltd., conglomerates. He also acted the metal stamping and tool
Singapore. Apart from that, as reporting accountant for making industries. Mr. To is
he is also a non-executive multi-million-dollar IPOs and the Honorary Fellow of the
director of Heineken Beverages M&A transactions. He was Professional Validation Council
Switzerland, A.G. Mr Lette was a member of the financial of Hong Kong Industries
re-elected as a Director at the statements review committee and actively engaged in the
2008 AGM. and was also a member of the industries. Currently Mr.
China committee of the Institute To serves in the General
MR. Yong Kok Hoon, 52, is an of Certified Public Accountants Committee of Federation of
Executive Non-Independent of Singapore. He holds a Master Hong Kong Industries. He is
Director and Chief Financial of Business Administration also Chairman of the Hong
Officer of InnoTek Limited. degree from the International Kong Mould and Die Council,
He was appointed to the Management Centre, Honorary Chairman of Suzhou

Mr. Robert Sebastiaan Lette Mr. Yong Kok Hoon

Mr. To Wai Hung

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INNOTEK Limited 2008 Annual Report
Board of Directors

Mould and Die Association and of Engineering. Prof Low Limited and President and
the Vice Chairman of The Hong is a Fellow of the Institute Managing Director of Flextronics
Kong Metals Manufacturers of Electrical and Electronics International Inc. - Asia. He
Association. In January 2008, Engineer. He is actively involved is presently Director and
he was awarded the Dongguan in research and his technical Managing Partner of JP Asia
Honorary Citizenship by the interests are in computational Capital Partners Pte Ltd. Peter
Dongguan government. electromagnetics, holds a Diploma in Management
nanomagnetics and data Studies (Distinction) from the
Professor Low Teck Seng, storage technologies. Prof Low University of Chicago and an
54, is a Non-Executive sits on the boards of several MBA Degree from Golden Gate
Independent Director of companies as well as the University, San Francisco, USA.
InnoTek Limited appointed National Community Institute Apart from his directorships,
on March 5, 2004. As of 1st and Workplace Safety & Health Peter sits on several Advisory
April 2009 Prof Low assumes Council. Prof Low was re- Committees and these include
responsibility in A*STAR as elected as a Director at the 2007 the Industry Advisory Council
its Deputy Managing Director AGM. of MIR Investment Management
(Research). Prof Low was the Pty Ltd, B. Tech. Program at
CEO of Parkway Education and Mr. Peter Tan Boon Heng, 60, the National University of
Group Senior Vice President is a Non-Executive Independent Singapore, the Advisory Council
of Parkway Holdings. He Director of the Company since of PolyTechnos European
was the founder and former September 17, 2008. Peter has Growth Fund II, Munich and
Principal and CEO of Republic experience in both the public SolarEdge Technologies, Inc.
Polytechnic, Singapore. He and private sectors, having in Israel. In accordance with
graduated with the Bachelor worked in several MNCs and the Articles of Association of
of Science (1st Class) and held directorships and advisory the Company, Peter is due for
Ph.D, in 1978 and 1982 from position in companies engaged re-election as a Director of the
Southampton University, United in the investment, technology, Company at this AGM.
Kingdom. Prof Low joined semiconductor, education
NUS in 1983 and founded the and IT industries. Amongst
Magnetics Technology Centre his previous appointments,
in 1992. In 1998, he returned Peter was Group Executive
to NUS as Dean of the Faculty Director of JIT Holdings

Professor Low Teck Seng Mr. Peter Tan Boon Heng

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INNOTEK Limited 2008 Annual Report

“We will continue with a prudent financial


strategy by keeping a tight control on our capital
and operating expenditure while managing our
receivables and inventory levels.”

Exercising
Prudence in management

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INNOTEK Limited 2008 Annual Report

EXECUTIVE COMMITTEE

From Left:
Mr. To Wai Hung
Mr. Yong Kok Hoon
Mr. Robert Sebastiaan Lette
Mr. Peter Tan Boon Heng

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INNOTEK Limited 2008 Annual Report

INNOTEK LOCATIONS
INNOTEK LIMITED FENG CHUAN TOOLING COMPANY LIMITED
1 Finlayson Green #15-02 1/F, Che Wah Industrial Building,
Singapore 049246 1-7 Kin Hong Street, Kwai Chung, NT,
Tel : (65) 6535 0689 Hong Kong
Fax : (65) 6533 2680 Tel : (852) 2489 1968
Fax : (852) 2481 0946
MANSFIELD MANUFACTURING
COMPANY LIMITED FENG CHUAN TOOLING (DONGGUAN)
1/F, Che Wah Industrial Building, COMPANY LIMITED
1-7 Kin Hong Street, Kwai Chung, NT, 55 Xiang Xin East Road, Yantian, Fenggang,
Hong Kong Dongguan, Guangdong, China
Tel : (852) 2489 1968 PC : 523700
Fax : (852) 2481 0946 Tel : (86) 769-87513998
Fax : (86) 769-87512008
DONGGUAN TANGXIA LINCUN
SUN MANSFIELD PLANT MAGIX MECHATRONICS COMPANY LIMITED
Plant I 1/F, Che Wah Industrial Building,
Xin Yang Road, New Sun Industrial City, Lincun, 1-7 Kin Hong Street, Kwai Chung, NT,
Tangxia, Dongguan, Guangdong, China Hong Kong
PC : 523711 Tel : (852) 2427 2218
Tel : (86) 769-87929299 Fax : (852) 2427 2696
Fax : (86) 769-87928993
MAGIX MECHATRONICS (DONGGUAN)
Plant II COMPANY LIMITED
No.18, New Asia Industrial Zone, Lincun, Plant I
Tangxia, Dongguan, Guangdong, China Zhen Tian South Road, Yantian, Fenggang,
PC : 523711 Dongguan, Guangdong, China
Tel : (86) 769-87849969 PC : 523698
Fax : (86) 769-87849986 Tel : (86) 769-87771571
Fax : (86) 769-87771572
DONGGUAN MANSFIELD METAL FORMING Co., LIMITED
Block 105, Xin Yang Road, MAGIX OEM FACTORY
New Sun Industrial City, Lincun, Tangxia, Road 2, Bulong Industrial Zone, Yantian,
Dongguan, Guangdong, China Fenggang, Dongguan, Guangdong, China
PC : 523711 PC : 523702
Tel : (86) 769-87933602 Tel : (86) 769-82039188
Fax : (86) 769-87933609 Fax : (86) 769-82039100

MANSFIELD (SUZHOU) MANUFACTURING EXERION PRECISION TECHNOLOGY HOLDING B.V.


COMPANY LIMITED De Hogenkamp 16, 7071 EC Ulft,
Suzhou New Plant: The Netherlands
No 2, Jin Wang Road, Xu Guan Zhen, Tel : (31) 315-689-555
Suzhou New District, Jiangsu, China Fax : (31) 315-630-888
PC : 215129
Tel : (86) 512-66617083 EXERION PRECISION TECHNOLOGY
Fax : (86) 512-66617760 OLOMOUC CZ, S.R.O
Zeleznicni 6, Olomouc, Czech Republic.
MANSFIELD MANUFACTURING (DALIAN) PC : 77260
COMPANY LIMITED Tel : (420) 585-311-310
Block #10, Tooling Industrial Park, Fax : (420) 585-313-843
#26 Dalian Economic &
Technical Development Zone,
Dalian, Liaoning, China
PC : 116600
Tel : (86) 411-87614288
Fax : (86) 411-87614266

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INNOTEK Limited 2008 Annual Report
Corporate Governance

The Board of Directors (the “Board”) of InnoTek Limited (the “Company” or “InnoTek”) is committed
to high standards of corporate governance and fully supports and upholds the principles in the Code of
Corporate Governance 2005 (the “Code”). For effective corporate governance, the Company constantly
reviews its corporate governance framework and practices and has put in place various self-regulatory
and monitoring mechanisms to ensure greater transparency and maximize long-term shareholder value.

This report describes the Company’s corporate governance practices making reference to the Code.

BOARD MATTERS

The Board’s Conduct of its Affairs


Effective Board to lead and control the Company – Principle 1

Apart from its statutory responsibilities, the Board sets the overall strategy of the Company and its
subsidiary (the “InnoTek Group”) and works closely with management for the success of the Company
and the InnoTek Group. The principal functions of the Board include the approval of the Company’s
strategic plans, the approval of major investments, divestments, annual budget, capital expenditure and
oversee processes for evaluating the adequacy of internal controls and risk management. The Board sets
the policies on various matters including key operational initiatives and financial controls and reviews
the InnoTek Group’s financial performance. InnoTek has in place financial authorization and approval
limits for operating and capital expenditure, as well as acquisitions and disposal of investments and bank
borrowings. These functions are carried out either directly or though the various Board Committees
that have been set up, namely the Executive Committee, the Nominating Committee, the Remuneration
Committee and the Audit Committee.

The Board meets regularly on a quarterly basis to approve quarterly and full year financial results
announcement amongst other matters which require Board’s decision and attention. Additional Board
meetings are held to deliberate on urgent substantive matters. Important and critical matters concerning
the InnoTek Group are also tabled for the Board’s decision by way of written resolutions, faxes, electronic
mails and tele-conferencing. An aggregate of 5 Board meetings were held for the financial year ended
31 December 2008. Details of the attendance of Board members at Board meetings and various Board
Committees meetings for the Financial Year ended 31 December 2008 are as follows:

Board Executive Committee (“EXCO”)

The EXCO comprises the following Board members:

Mr. Robert S. Lette (Chairman)


Mr. Yong Kok Hoon
Mr. To Wai Hung
Mr. Peter Tan Boon Heng

The EXCO was formed in September 2008 to look into the affairs of the Company after the resignation
of Mr. Steven G. Campbell as Director of the Company in September 2008 and he was on leave until his
contract expired on 31 Decembr 2008.

The EXCO meets regularly and exercises its powers and authority, taking into consideration the best
interest of the Group, in the absence of a CEO. The EXCO formulates the Group’s strategic development
initiatives, provides overall direction, put in place a succession plan for senior management in the Company
and the Group as well as oversees the general management of the Group.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Directors’ Attendance at Board & Board Committee Meetings

Executive Audit Remuneration Nominating


Board
Committee Committee Committee Committee
No. of Meetings Held 5 1 5 3 5
Attended Attended Attended Attended Attended
Robert S. Lette 5/5 1/1 5/5 3/3 5/5
Steven G. Campbell (1) 3/3 NA NA NA NA
Yong Kok Hoon 5/5 1/1 NA NA NA
To Wai Hung (2) 3/3 1/1 NA NA NA
Dr. Ong Chit Chung (3) 2/2 NA 2/2 1/1 2/2
Prof. Low Teck Seng 5/5 NA 5/5 3/3 5/5
Peter Tan Boon Heng (4) 1/1 1/1 1/1 1/1 1/1

Note
(1) Mr. Steven G. Campbell resigned on 2 September 2008
(2) Mr. To Wai Hung was appointed on 7 May 2008
(3) Dr. Ong Chit Chung passed away on 14 July 2008
(4) Mr. Peter Tan Boon Heng was appointed on 17 September 2008

Newly appointed Directors are briefed on the InnoTek Group’s business activities, strategic direction,
corporate governance as well as their statutory and other duties and responsibilities. In addition, new
Directors are given a memorandum outlining their obligations, duties and responsibilities to the Company. As
and when new regulations and changes to regulations and accounting standards which have an important
bearing on the Company’s or Directors’ disclosure obligations, Directors will be briefed either during the
Board meetings or through memorandum and emails. Where appropriate, Directors are encouraged to
attend courses, conferences and seminars in relevant fields. All new Directors will have an opportunity
to visit the InnoTek Group’s offices and plants in Hong Kong and the PRC to familiarize themselves with
the InnoTek Group’s business activities.

Board Composition and Guidance


Strong and independent element on the Board – Principle 2

The Board currently comprises 5 directors, 3 of whom are independent non-executive directors. The Board
is able to exercise objective judgment on corporate affairs independently, in particular from Management,
as there is a strong and independent element on the Board, with independent Directors making up 60%
of the Board.

The Board comprises the following members:-

1) Mr. Robert S. Lette (Chairman) Non-Executive and Independent


2) Mr. Yong Kok Hoon Executive and Non-Independent
3) Mr. To Wai Hung Executive and Non-Independent
4) Prof. Low Teck Seng Non-Executive and Independent
5) Mr. Peter Tan Boon Heng Non-Executive and Independent

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INNOTEK Limited 2008 Annual Report
Corporate Governance

The independence of each Director is reviewed annually by the Nominating Committee based on the
guidelines setout in the Code. For the financial year ended 31 December 2008, the Non-Executive
Directors considered by the Nominating Committee to be independent as they do not have any business
relationship with the InnoTek Group and neither are they related to any of the other Directors or substantial
shareholders of the InnoTek Group.

Taking into account the scope and nature of the operations of the Company, the size and composition
of the Board effectively serve the InnoTek Group. With the core competencies of members of the
Board in various fields of finance, business, industry and strategic planning, their stature, and wealth of
international business experience, the Company is well positioned to chart new frontiers for the InnoTek
Group. The Directors actively participate and engage Management in strategic planning and setting goals
and objectives for the Company and the InnoTek Group.

Chairman and Chief Executive Officer


Clear division of responsibility – Principle 3

The Chairman and the Chief Executive Officer had always been separate persons to ensure an appropriate
balance of power and authority, and a clear division of responsibilities and accountability.

The Chairman leads the Board, ensures Directors received timely information, fosters effective
communication with shareholders, encourages constructive relations between the Board and Management,
and among Directors, and promotes high standards of corporate governance.

Note:
Mr. Steven G. Campbell, the Chief Executive Officer (“CEO”), who had resigned as Director of the Company on 2 September 2008,
ceased employment as CEO of the Company with effect from 1 January 2009. Pending the appointment of a successor and as a
temporary measure, the Board had formed an Executive Committee of 4 members to oversee the management of the Company.

The Chairman and the CEO were not related to each other, nor was there any other business relationship
between them.

Board Membership
Formal and transparent process for appointment of new Directors – Principle 4

Nominating Committee

The Nominating Committee (“NC”), through a formal and transparent process, makes recommendations
to the Board on all board appointments. The NC met five times in 2008.

There are three members in the NC. Members of the NC are Non-Executive Directors, all of whom,
including the Chairman, are independent. The Chairman is not directly associated with a substantial
shareholder.

Mr. Robert S. Lette Chairman


Prof. Low Teck Seng Member
Mr. Peter Tan Boon Heng* Member

* Mr. Peter Tan Boon Heng was appointed a member of the NC with effect from 17 September 2008, replacing Dr. Ong Chit
Chung who passed away on 14 July 2008.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Members of the NC comprise persons of stature, integrity and accountability, who would be able to
exercise independent judgment in the performance of their duties.

The NC is guided by its Terms of Reference, which sets out its responsibilities. Its principal functions are
to review and make recommendations to the Board on all board appointments, to review all nominations
for the appointment and re-appointment of directors, to evaluate the effectiveness and performance of the
Board as a whole and each individual director and to review the independence of each director annually.

The NC works with the Board to determine the appropriate characteristics, skills and experience for new
Board members. Upon the review and recommendation of the NC for the appointment of directors, new
directors will be appointed by way of a board resolution. Such new directors must submit themselves
for re-election at the next Annual General Meeting (“AGM”) of the Company immediately following his
appointment.

At least one-third of the Directors retire at each AGM, and the Articles of Association of the Company
allow the retiring directors to offer themselves for re-election. All of the Directors are subject to re-
election at least once every three years.

Board Performance
Formal assessment of the effectiveness of the Board and contributions of each Director –
Principle 5

The evaluation of Board performance is based on objective performance criteria, and includes Directors’
attendance, contributions and participation during Board meetings and Committee meetings, ability to
make informed decisions and level of comprehension of legal, accounting and regulatory requirements
affecting the Group.

The NC is satisfied that each Director is able to and has been adequately performing his duties as a
Director of the Company, devoting sufficient time and attention to the affairs of the Company.

Access To Information
Board members to have complete, adequate and timely information – Principle 6

The Company recognized the importance of providing the Board with timely and complete information
prior to its meetings as and when the need arises.

In order to ensure that the Board is able to fulfill its responsibilities, Management provides the Board with
monthly financial reports, forecasts/budgets and other relevant information of the Group. In addition, the
Management provides adequate and timely information to the Board on affairs and issues that require the
Board’s decision.

The Board has separate and independent access to the senior management including the Company
Secretary, who attends all Board meetings. The role of the Company Secretary is clearly defined and
includes responsibility for ensuring that board procedures are followed and that applicable rules and
regulations are complied with. The Company Secretary, who is also secretary to the various committees,
ensures good information flows within the Board and its committees, and between senior management
and Non-Executive Directors.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Board members are aware that they, whether as a group or individually, can have independent professional
advice as and when necessary to enable them to discharge their responsibilities effectively. The cost of
such professional advice will be borne by the Company.

REMUNERATION MATTERS

Procedures for developing remuneration policies


Formal and transparent procedure – Principle 7

Remuneration & Employees’ Share Option Plan Committee

The Remuneration & Employees’ Share Option Plan Committee (“RC”) comprises entirely Non-Executive
Directors, all of whom, including the Chairman, are independent:

Mr. Robert S. Lette Chairman


Prof. Low Teck Seng Member
Mr. Peter Tan Boon Heng* Member

* Mr. Peter Tan Boon Heng was appointed a member of the RC with effect from 17 September 2008, replacing Dr. Ong Chit
Chung who passed away on 14 July 2008.

There is a formal and transparent procedure for developing policy on executive remuneration and for fixing
the remuneration packages of individual top management executives including directors. No Director is
involved in deciding his own remuneration.

The RC is guided by its Terms of Reference, which sets out its responsibilities. The primary function of the
RC is to advise the Board on compensation issues generally, and in particular, in relation to Directors and key
management executives, bearing in mind that a meaningful portion of Management’s compensation should
be contingent upon financial performance in order to foster the creation of long-term shareholder value.

The responsibilities of the RC include the following:

(a) advise the Board of Directors on compensation theory and practice, as well as best practice with
regard to non-cash compensation and trends;
(b) review Management’s appraisal on current market situation as it relates to compensation and
Management’s recommendation of the overall aggregate adjustments to be made at the annual
review of compensation for all staff, Management and Directors, including stock options and other
equity incentive schemes;
(c) recommend to the Board compensation packages for Executive and Non-executive Directors, CEO
and the CFO;
(e) responsible for the grant of options and other equity incentives, if any, to Directors, Management
and staff based on the recommendations by the Management;
(f) review and assess performance of Management and adopt appropriate measures to assess
performance; and
(g) ensure that appropriate structures for management succession and career development are
adopted.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Level and mix of remuneration – Principle 8

In setting remuneration packages, the RC considers the level of remuneration to attract, retain and motivate
Executive Directors and Senior Management and to align their interests with those of shareholders. A
proportion of Executive Directors’ remuneration is structured to link rewards to the performance of the
InnoTek Group as a whole, as well as individual performance.

The remuneration of Non-Executive Directors is set at a competitive level, appropriate to their level of
contribution, taking into account attendance and time spent, their participation and contribution and their
respective responsibilities.

Service contract for the CEO is for a fixed appointment period and is not excessively long.

The Company had a long term incentive scheme under the InnoTek Employees’ Share Option Plan (“Plan”).
Executive Directors and employees who were eligible were granted with options under the Plan. The Plan
had run its full duration of five years from the first date of grant and had expired on 7 February 2006.
The expiration of the Plan however did not affect options which had been granted and accepted by the
participants of the Plan whether such options have been exercised or not.

After the expiry of the Plan, a subsequent plan known as InnoTek Employees’ Share Option Scheme II
(“Scheme II”) was approved by shareholders at the Extraordinary General Meeting of the Company on 30
April 2008. Information of options granted under the Scheme II can be found in Note 43(b) of the Notes
to the Financial Statements.

Disclosure on remuneration – Principle 9

The remuneration policy of the Company is based on an annual appraisal system using the criteria of
core values, competencies, key result areas, performance rating and potential. Rewards are linked with
corporate and individual performance. The Board is of the view that it is not necessary to present its
remuneration policy before shareholders for approval at the AGM.

Following are details of the Directors and the top 5 key executives (who are not also directors)
remuneration.

Other Relocation
Directors’ Remuneration Fee Salary Bonus Benefits Settlement Total
(%) (%) (%) (%) (%) (%)
$2,250,000 to below $2,500,000
Steven Glenn Campbell (1) - 24 0 71 5 100
$250,000 to below $500,000
Harry To Wai Hung (2) - 78 13 9 0 100
Yong Kok Hoon - 80 0 20 0 100
Below $250,000
Robert S. Lette 100 - - - - 100
Dr. Ong Chit Chung 100 - - - - 100
Prof. Low Teck Seng 100 - - - - 100
Peter Tan Boon Heng 100 - - - - 100

Note:
(1) Mr. Steven G. Campbell, the Chief Executive Officer (“CEO”), resigned as Director of the Company on 2 September 2008 and
ceased employment as CEO of the Company with effect from 1 January 2009. This relates to total remuneration for the whole
year.
(2) Mr. To Wai Hung was appointed a Director of the Company on 7 May 2008. This relates to total remuneration for the whole
year.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Key Management Executives’ Other Relocation


Remuneration Fee Salary Bonus* Benefits Settlement Total
(%) (%) (%) (%) (%) (%)
$250,000 to below $500,000
Stanney Kwok Ip Keung - 53 41 6 0 100
Lawrence Xia Lu Rong - 54 40 6 0 100
Ip Chi Chung - 57 37 6 0 100
Below $250,000
Lilian Leong Yin Wah - 52 42 6 0 100
Chin Tong Chai - 53 41 5 0 100

*This relates mainly to performance bonus for 2007 paid in 2008.

Details of the share option plan are set out in the Report of the Directors whilst disclosure on Directors’
remunerations are in the Notes to the Financial Statements.

ACCOUNTABILITY & AUDIT

Accountability to the Board and Shareholders – Principle 10

Monthly, Directors are provided with management reports and have separate and independent access to
the Management of the Group. The President of Mansfield reports to the Board every quarter highlighting
the performance, operations updates and outlook of the Divisions and each subsidiary. In addition, the
Directors have separate and independent access to the Chief Financial Officer, who is also an Executive
Director of the Company. From time to time information on major transactions are discussed and circulated
to Directors as and when they arise.

The Board keeps the shareholders updated on the business of the Group through releases of the Group’s
quarterly and full year financial results announcement via the SGXNET, publication of the Company’s
annual report and timely releases in compliance with the SGX-ST Listing Manual requirements.

Audit Committee – Principle 11

The Audit Committee (“AC”) comprises entirely Non-Executive Directors, all of whom, including the
Chairman, are independent. They are:

Prof. Low Teck Seng Chairman


Mr. Robert S. Lette Member
Mr. Peter Tan Boon Heng* Member

* Mr. Peter Tan Boon Heng was appointed a member of the RC with effect from 17 September 2008, replacing Dr. Ong Chit Chung
who passed away on 14 July 2008.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

The Audit Committee, in accordance with its written Terms of Reference, which clearly sets out its
authority and duties, reviews the scope and results of the internal and external audit and the cost
effectiveness, significant financial reporting issues, and adequacy of the Company’s internal controls, as
well as the effectiveness of the Company’s internal audit function.

The Company endeavours to adopt the guidebook issued by the Audit Committee Guidance Committee
which provides practical guidance and recommendations of best practices for audit committees of listed
companies in Singapore in relation to the roles and responsibilities of the AC.

The AC met five times in 2008.

The responsibilities of the AC include the following:

(a) review the Quarterly Group consolidated balance sheet and income statement before submission to
the Board;
(b) review and critically assess management processes, including but not limited to strategic planning,
operations, performance measurement and reporting to resist over-ambitious forecast;
(c) consider, in consultation with external auditors, the audit scope and plan of external auditors to
assure completeness of coverage and effective use of audit resources;
(d) review with the external auditors, their audit reports;
(e) review the internal audit plan, the effectiveness of the internal audit functions and evaluate the level
of risks and the adequacy of the Company’s internal controls;
(f) inquire from Management and external auditors about significant risks or exposures and assess
steps taken by Management to minimize or control Company’s exposure to such risks;
(g) review the quarterly and full year financial statements and announcement of results and media
release of the same before submission to the Board for approval;
(h) recommend the appointment or discharge of external auditors (subject to shareholders’ approval)
and in this connection, consider the independence and objectivity of the external auditors, review
and recommend to the Board the compensation of the external auditors. Where the auditors also
supply a substantial volume of non-audit services to the Company, review the nature and extent of
such services, with the objective of balancing the maintenance of auditor’s objectivity against cost
effectiveness;
(i) meet with the external auditors in separate session to discuss any matters that the AC believes
should be discussed privately and establish a practice to meet with the external auditors without
the presence of Management at least once annually; and
(j) review interested person transactions falling within the scope of the Singapore Exchange Securities
Trading Limited (“SGX-ST”) Listing Manual.

The AC has full access to the external and internal auditors and has full authority to invite any Director
or executive officer to its meetings. The AC is authorized to have full and unrestricted access and
co-operation of the Company’s Management, personnel, records and other information as required to
discharge its responsibilities.

For FY2008, the AC has undertaken a review of the audit and non-audit fees paid to Ernst & Young
LLP and concluded that the nature and volume of the non-audit services provided will not prejudice the
independence and objectivity of the external auditors.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

Internal Controls
Internal Audit
Sound System of Internal Controls – Principle 12
Setting up independent internal audit function – Principle 13

The Company has in place, a system of internal controls of its procedures and processes to safeguard
shareholders’ investments and assets of the Company. The system of internal controls is designed to
manage rather than to eliminate the risk of failure to achieve business objectives.

The Board believes that, in the absence of any evidence to the contrary, the system of internal control
provides reasonable assurance that assets are safeguarded, proper accounting records are maintained and
the financial information and compliance controls are reliable.

The Group has an Internal Audit Director (“IAD”) who is a member of the Institute of Internal Auditors
Inc. (“IIA”) and the Institute of Certified Public Accountants of Singapore. The IAD is assisted by suitably
qualified staff at the Group’s subsidiaries in China and Hong Kong. The IAD subscribes to, and is
guided by the standards for the professional practice of Internal Auditing developed by the IIA and has
incorporated these standards into its audit practices.

The focus of the Internal Audit function is to strengthen the internal control structure and risk management
of the Group through the conduct of independent and objective reviews. The IAD also conducts tests to
verify the Group’s assets and liabilities and to check on compliance with the Group’s system of internal
controls including financial, operational and compliance controls.

Apart from the internal audits, the external auditors, Ernst & Young LLP, also contribute an independent
perspective on relevant internal controls arising from their audit and report their findings to the AC.

Although the IAD reports directly to the AC, administratively he reports to the CEO/Executive Committee
and the CFO on a regular basis.

The Board has been kept informed of the AC’s review of Internal Audit’s reports and management controls
and is satisfied on the adequacy of the internal controls of the Group.

Whistleblowing Policy

The Group has in place a whistleblowing policy and procedures as prescribed under the Guidebook for
Audit Committees in Singapore which provides employees an avenue for reporting suspected fraud,
corruption, dishonest practices or other similar matters. All reports are channeled to the IAD who will
treat the matter with utmost confidentiality. The aim of this policy is to encourage the reporting of such
matters in good faith, with the confidence that employees making the report will, to the extent possible,
be protected from reprisal.

COMMUNICATION WITH SHAREHOLDERS

Regular, effective and fair communication with Shareholders – Principle 14


Shareholders’ participation at Annual General Meetings (“AGMs”) - Principle 15

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INNOTEK Limited 2008 Annual Report
Corporate Governance

The Company communicates regularly and effectively with its shareholders, conveying material price
sensitive and other pertinent information on a timely basis. Dialogues are held with investors, analysts,
fund managers and the press. Material information is simultaneously disseminated to SGX-ST and posted
on the Company’s website at www.innotek.com.sg

Annually, at the Company’s Annual General Meeting, shareholders are given opportunity to communicate
their views on matters relating to the Group, with the Board members, Board Committees, as well as the
external auditors in attendance.

All shareholders of the Company receive the Annual Report and Notice of the AGM. The notice is also
advertised in the newspaper.

DEALINGS IN SECURITIES

The Company has adopted its own internal compliance code modeled after Rule 1207(18) of the SGX-ST
Listing Manual to provide guidance for both directors and employees on their dealings in the Company’s
securities.

Directors and employees are not allowed to deal in the Company’s shares during the period commencing
two weeks before the announcement of the Company’s quarterly results and one month before the
announcement of the Company’s full year results. Additionally, they are not allowed to deal in the
Company’s shares while in possession of price sensitive information. The Directors are required to report
to the Company Secretary whenever they deal in the Company’s shares and the Company Secretary
will make the necessary announcements. The Company will continually review and update its internal
compliance code with any changes to the Listing Manual.

INTERESTED PERSON TRANSACTIONS

The Company has adopted an internal policy in respect of any transactions with interested persons and has
procedures established for the review and approval of the Company’s interested person transactions.

The aggregate values of the transactions conducted during the financial year are as follows:-

Aggregate value of all Aggregate value of all


interested person transactions interested person transactions
during the financial year under conducted under shareholders’
Nature and Name of review (excluding transactions mandate pursuant to Rule 920
Interested Person less than $100,000 and (excluding transactions less
transactions conducted than $100,000)
under shareholders’ mandate
pursuant to Rule 920)
Provision of services by VQBN S$40,700 N/A
Holdings Pte Ltd (associate of
Substantial Shareholder)
Disposal of assets to S$204,900 N/A
Mr. To Wai Hung
Disposal of asset to S$98,000 N/A
Prof. Low Teck Seng

The Company does not have any shareholders’ mandate for interested person transactions.

26
INNOTEK Limited 2008 Annual Report
Corporate Governance

MATERIAL CONTRACTS

During the financial year, there were no material contracts entered into by the Company or any of its
subsidiary companies involving the interests of the CEO, any director or the controlling shareholder of the
Company except those announced via SGXNET from time to time in compliance with the SGX-ST Listing
Manual.

STATEMENT OF COMPLIANCE

The Board of Directors confirms that during the financial year ended 31 December 2008, the Company has
complied with its policies and practices based on the Code of Best Practices on Securities Transactions
and the Code of Corporate Governance 2005.

Ernst & Young in Hong Kong are the Group auditors of Mansfield Manufacturing Company Limited
(“Mansfield Group”). They have audited the Mansfield Group accounts which include all the subsidiaries
in Note 3 to the Financial Statements.

Risk Management

InnoTek acknowledges that appropriate management of the risks accompanying its business is vital
to prevent losses and damages in the fast-changing business environment. The Board has put in place
processes and procedures which help to identify and manage areas of significant strategic, business and
financial risks. The Group manages risk under an overall risk management framework determined by the
Board and supported by the Audit Committee and Internal Audit. Management periodically reviews the
past performance of, and profiles the current and future risks facing the Group.

Among the various risks that affect the Group include, but are not limited to:

1. Industry and customer risk

The market demands and customers specific requirements constantly remind the Company not to
be complacent and to keep up and be able to cater to the needs in the market and of its customers.
In the event the Company is unable to meet customer and industry requirements, there may be a
possibility that its products and/or process will become obsolete, and its customers may take their
business to those who are able to meet such requirements. As such, the Company works closely
with its customers and industry sources to ensure that its technology and product roadmaps are in
line with customer requirements.

2. Under utilization of production capacity

The Company’s business is characterized by high fixed costs including plant facilities, manufacturing
equipment and machineries. In the event when it’s capacity utilization decreases due to poor demand
or cancellation or delay of customer orders, the Company could encounter significantly higher unit
production costs, lower margins and potentially significant losses. Under utilization of production
capacity could also result in equipment write-offs, restructuring charges and employee layoffs.

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INNOTEK Limited 2008 Annual Report
Corporate Governance

3. Dependence on a small customer base

In the highly competitive industry with low margin and customers could easily bring their orders
elsewhere, the loss of one or more of its major customers or a substantial reduction in orders by any
major customer, for any reason, could have a material adverse effect on the Group’s revenue. To
mitigate the risk of losing customer the Company works closely with its customers, so as to be able
to build long term working relationships and, hence, build long term customers’ trust and loyalty.

4. Primary materials prices and timely supply of materials

The Group relies on a limited number of qualified suppliers for some of the materials used in its
precision metal component division manufacturing processes. Any increase in the price of primary
materials would affect the cost of manufacturing. The Group mitigates the risk by not committing
to large orders of fixed price materials thus enabling the Group to adjust prices when appropriate
and feasible. The timely supply of sufficient quantity of raw materials by its supplier is also crucial
in meeting the commitments to its customers. To mitigate the risk the Group employs supply chain
management and builds long term relationships with qualified suppliers.

5. Exposure to credit risks

The Group is exposed to credit risks of its customers. From time to time, in the ordinary course
of business, certain customers may default on their payment. Such events may arise due to the
inherent risk from its customers’ business, risk pertaining to the political, economic, social and legal
environment of its customers’ jurisdiction and foreign exchange risk. However, the Group regularly
reviews its exposure by way of monthly management reports, market feedbacks, performing checks
on customers’ financial status and executes necessary payment recovery measures to minimize its
credit risks.

6. Foreign exchange exposure



The Group’s core assets and raw materials are primarily in U.S dollar denominated currency whereas
manufacturing and related expenses are in the currency of the country of operation. The Group has
a policy of monitoring the foreign currency exchange rates changes closely so as to minimize any
potential material adverse impact on its financial performance. The Group enters into short-term,
forward contracts as and when it deems appropriate.

7. Liquidity risk

To ensure that it has adequate funding to achieve these requirements and its long term goals, the
Group regularly monitors its capital expenditure to ensure an appropriate rate of returns, monitors
the efficiency of the investment and pursues new financing opportunities to supplement its current
capital resources.  

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INNOTEK Limited 2008 Annual Report
Corporate Governance

8. Changes in the political, social and economic conditions

The Group’s manufacturing facilities are located mainly in China and Europe. Any unfavorable
changes in the political, social, legal, regulatory and economic conditions in these countries may
disrupt our operations and affect our financial performance.

Regulatory changes could result in increased costs to the company. The company continues to
evaluate and monitor developments with respect to new and proposed rules and regulations by the
local authorities in the different provinces in the PRC which can or may affect the Company in any
way, and cannot predict or estimate the amount of additional costs the Company may incur or the
timing of such costs.

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INNOTEK Limited 2008 Annual Report
DIRECTORS’ REPORT

The directors present their report to the members together with the audited consolidated financial
statements of InnoTek Limited (the “Company”) and its subsidiaries (the “Group”) and the balance sheet
and statement of changes in equity of the Company for the financial year ended 31 December 2008.

Directors

The directors of the Company in office at the date of this report are:

Robert Sebastiaan Lette (Chairman)


Yong Kok Hoon
To Wai Hung (Appointed on 7 May 2008)
Professor Low Teck Seng
Peter Tan Boon Heng (Appointed on 17 September 2008)

Arrangements to enable directors to acquire shares and debentures

Except as described in this report, neither at the end of, nor at any time during the financial year was
the Company a party to any arrangement whose object is to enable the directors of the Company to
acquire benefits by means of the acquisition of shares or debentures of the Company or any other body
corporate.

Directors’ Interests in shares, share options and debentures

The following directors, who held office at the end of the financial year, had, according to the register of
directors’ shareholdings required to be kept under section 164 of the Singapore Companies Act, Cap. 50,
an interest in shares and share options of the Company and related corporations (other than wholly-owned
subsidiaries) as stated below:

The Company Holding in the name of the Director


At beginning of
the financial year or At end of
InnoTek Limited date of appointment the financial year
(Ordinary shares)
Yong Kok Hoon 500,000 550,000
Prof. Low Teck Seng 40,000 40,000
To Wai Hung (Appointed on 7 May 2008) 16,037,000 16,037,000

Options to subscribe for ordinary shares in the Company

At beginning
of the year Exercise
or date of At end Price
Directors appointment of the year per Share Date of Grant

Yong Kok Hoon 100,000 50,000 $0.69* 8 March 2004


200,000 200,000 $0.97 18 August 2005
256,000 256,000 $1.23 18 January 2006

To Wai Hung 50,000 50,000 $0.69* 8 March 2004


240,000 240,000 $0.97 18 August 2005
300,000 300,000 $1.23 18 January 2006

*Granted at a 20% discount

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INNOTEK Limited 2008 Annual Report
DIRECTORS’ REPORT

There was no change in any of the above-mentioned interests between the end of the financial year and
21 January 2009.

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

Directors’ contractual benefits

Since the end of the previous financial year, no director of the Company has received or become entitled
to receive any benefits by reason of a contract made by the Company or a related corporation with the
directors, or with a firm of which the director is a member, or with a company in which the director
has a substantial financial interest, except as disclosed in this report and the accompanying financial
statements.

Share Options

(1) InnoTek Limited – Employees’ Share Option Plan

(a) InnoTek Employees’ Share Option Plan (“the Plan”) was approved by the shareholders at
an extraordinary general meeting on 18 September 2000. The Plan expired on 8 February
2006. Options granted under the Plan remain exercisable until the end of the relevant Option
Period.

(b) InnoTek Employees’ Share Option Scheme II (“Scheme II”) was approved by shareholders at
the annual general meeting on 30 April 2008.

Scheme II succeeded the Plan which expired in 2006.

(2) Both the Plan and Scheme II are administered by the Remuneration Committee whose members
are:

Robert Sebastiaan Lette (Chairman)


Prof. Low Teck Seng
Peter Tan Boon Heng

(3) As at the end of the financial year, details of the options to subscribe for ordinary shares of the
Company granted to directors of the Company pursuant to the InnoTek Employees’ Share Option
Plan are as follows:

Aggregate options Aggregate options Aggregate options Aggregate options


granted since cancelled since exercised since outstanding as at
Director
commencement commencement commencement end of financial
of Plan of Plan of Plan year
Yong Kok Hoon 1,656,000 (400,000) (750,000) 506,000
Steven G. Campbell* 2,500,000 (500,000) (1,625,000) 375,000
To Wai Hung 1,540,000 (300,000) (650,000) 590,000

* Resigned as director of the Company on 2 September 2008

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INNOTEK Limited 2008 Annual Report
DIRECTORS’ REPORT

Share Options (cont’d)

(4) The unissued ordinary shares of the Company under the Plan as at 31 December 2008 comprises:

No. of No. of No. of No. of Subscription


Date of Exercise
options options options options price/
Grant period
granted exercised cancelled outstanding share
08/02/2002 to
08 Feb 01 3,390,000 66,000 3,324,000 Nil S$0.75
08/02/2010
28/08/2002 to
28 Aug 01 284,000 Nil 284,000 Nil S$0.52
28/08/2010
06/03/2004 to
06 Mar 02 4,318,000 60,000 4,258,000 Nil S$0.39*
06/03/2012
05/09/2003 to
05 Sep 02 500,000 Nil 500,000 Nil S$0.24
05/09/2011
07/03/2004 to
07 Mar 03 5,386,000 4,206,000 1,180,000 Nil S$0.16
07/03/2012
31/03/2004 to
31 Mar 03 6,946,000 5,403,500 1,542,500 Nil S$0.17
31/03/2012
30/05/2004 to
30 May 03 60,000 Nil 60,000 Nil S$0.32
30/05/2012
27/08/2004 to
27 Aug 03 508,000 130,000 378,000 Nil S$0.71
27/08/2012
08/03/2006 to
08 Mar 04 5,098,000 1,952,000 2,488,000 658,000 S$0.69*
08/03/2014
18/08/2005 to
18 Aug 04 660,000 471,000 64,000 125,000 S$0.49
18/08/2013
18/08/2006 to
18 Aug 05 2,100,000 Nil 216,000 1,884,000 S$0.97
18/08/2014
18/01/2007 to
18 Jan 06 2,500,000 Nil 228,000 2,272,000 S$1.23
18/01/2015
Total 31,750,000 12,288,500 14,522,500 4,939,000

* Granted at a discount, therefore vesting date is two years after Date of Grant.

(5) The options under the Plan may be exercised only after the first anniversary of the Date of Grant of
options with the exception of options granted at a discount. The options are vested in four equal
instalments with the first 25% of the options granted exercisable on the first anniversary of the
Date of Grant.

No option has been granted during the financial year.

Apart from the following who have in aggregate received 5% or more of the total number of options
available under the Plan, none of the other executive directors and employees of the Group who
participated in the Plan has received 5% or more of the total number of options available under the
Plan:
Total Options Total % of options
Granted under the Plan

Steven G. Campbell* 2,000,000 8.57%


Yong Kok Hoon 1,256,000 5.38%
To Wai Hung 1,240,000 5.31%

* Resigned as director of the Company on 2 September 2008

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INNOTEK Limited 2008 Annual Report
DIRECTORS’ REPORT

Audit Committee

The Audit Committee comprises three board members, all of whom are Non-Executive Independent
Directors. The members of the Audit Committee as at the date of this report are:

Prof. Low Teck Seng (Chairman)


Robert Sebastiaan Lette
Peter Tan Boon Heng

The Audit Committee has held five meetings during the financial year and discharged its responsibilities
in accordance with its Terms of Reference.

The functions of the Audit Committee are as laid down in Section 201B(5) of the Singapore Companies
Act, Cap. 50. The Audit Committee reviewed the audit scope and strategies of both the internal and
external auditors and met with the auditors and executive management to review and discuss the results
of their audit examinations including their evaluation of the system of internal controls.

The Audit Committee also reviewed the first quarter results, the half-year interim results, the third quarter
results, the final consolidated financial statements of the Group and balance sheet and statement of
changes in equity of the Company for the financial year ended 31 December 2008 as well as the auditors’
report thereon, and the impact of the various new accounting standards on the operating results and
financial position of the Company and of the Group.

In addition, the Audit Committee reviewed the Interested Persons Transactions for the financial year ended
31 December 2008 and reviewed all non-audit services provided by the external auditors to determine if
the provision of such services would affect the independence of the auditors and to obtain confirmation
of independence of the auditors.

The Audit Committee recommended to the Board of Directors the nomination of Ernst & Young LLP as
auditors of the Company to be approved at the forthcoming Annual General Meeting of the Company.

Auditors

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

On behalf of the Board,

Robert Sebastiaan Lette


Director

Yong Kok Hoon


Director

Singapore
18 March 2009

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INNOTEK Limited 2008 Annual Report
statement by directors

We, Robert Sebastiaan Lette and Yong Kok Hoon, being two of the directors of InnoTek Limited, do
hereby state that, in the opinion of the directors:

(i) the accompanying balance sheets, statements of changes in equity, consolidated income statement
and consolidated cash flow statement together with the notes thereto are drawn up so as to give a
true and fair view of the state of affairs of the Company and of the Group as at 31 December 2008
and of the results of the business, changes in equity and cash flows of the Group and changes in
equity of the Company for the year then ended; and

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

On behalf of the Board,

Robert Sebastiaan Lette


Director

Yong Kok Hoon


Director

Singapore
18 March 2009

34
INNOTEK Limited 2008 Annual Report

independent auditors’ report


To the Members of InnoTek Limited

We have audited the accompanying financial statements of InnoTek Limited (the “Company”) and its
subsidiaries (collectively, the “Group”) set out on pages 37 to 107, which comprise the balance sheets of
the Group and the Company as at 31 December 2008, the statements of changes in equity of the Group
and the Company, the income statement and cash flow statement of the Group for the year then ended,
and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore
Financial Reporting Standards. This responsibility includes devising and maintaining a system of internal
accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss
from unauthorised use or disposition; and transactions are properly authorised and that they are recorded
as necessary to permit the preparation of true and fair profit and loss account and balance sheet and to
maintain accountability of assets; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial 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
financial statements are free from material misstatement.

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

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

35
INNOTEK Limited 2008 Annual Report

independent auditors’ report


To the Members of InnoTek Limited

Opinion

In our opinion,

(i) the consolidated financial 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 Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards so
as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2008 and the results, changes in equity and cash flows of the Group and changes in
equity of the Company for the financial year ended on that date; and

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

Ernst & Young LLP


Public Accountants and
Certified Public Accountants
Singapore

18 March 2009

36
INNOTEK Limited 2008 Annual Report
consolidated INCOME statement
for the year ended 31 December 2008

Note Group
2008 2007
$’000 $’000

Continuing Operations

Revenue and other income


Sale of goods 4 421,559 448,935
Other income 5 4,086 4,441
Total revenue and other income 425,645 453,376

Costs and expenses


Raw materials and production overheads 290,443 302,158
Salaries and employee benefits 6 80,192 76,891
Depreciation and amortisation 12 & 13 18,291 15,430
Foreign currency loss 7,301 1,951
Other operating expenses 7 26,507 27,865
Total costs and expenses 422,734 424,295

Operating profit from continuing operations 2,911 29,081


Finance costs 8 (2,455) (4,017)
Share of results of associates (548) (15)
(Loss)/profit from continuing operations before tax (92) 25,049
Income tax expense 9 (6,181) (3,303)
(Loss)/profit from continuing operations, net of tax (6,273) 21,746

Discontinued Operation

Profit from discontinued operation, net of tax 10 – 47,089


(Loss)/profit net of tax (6,273) 68,835

Attributable to:
Equity holders of the Company (7,031) 73,720
Minority interest 758 (4,885)
(6,273) 68,835

Basic (loss)/earnings per share (cents) attributable to equity


holders of the Company 11
– Continuing operations (3.00) 6.97
– Discontinued operations – 23.73
(3.00) 30.70

Diluted (loss)/earnings per share (cents) attributable to equity


holders of the Company 11
– Continuing operations (3.00) 6.95
– Discontinued operations – 23.69
(3.00) 30.64

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

37
INNOTEK Limited 2008 Annual Report

balance sheets
as at 31 December 2008

Note Group Company


2008 2007 2008 2007
$’000 $’000 $’000 $’000
(Restated)
Non-current assets
Property, plant and equipment 12 122,896 95,808 − 121
Prepaid land lease payment 13 4,633 1,701 − −
Intangible assets 14 141 140 − −
Investment in subsidiaries 15 − − 47,061 14,120
Investment in associates 16 257 194 − −
Investment in joint venture 17 − 357 − −
Deferred tax assets 18 − 3,017 − −
Other investments 19 2,634 3,116 2,634 3,116
Deposit paid for purchases of property,
plant and equipment 2,491 2,623 − −
Other receivables 22 2,079 5,084 − −
Prepayments 23 544 390 − −

Current assets
Inventories 20 36,765 40,219 − −
Trade receivables 21 87,094 100,081 584 956
Other receivables 22 13,561 18,758 84 7,426
Tax recoverables 42 − − −
Investment securities 15 23,384 22,968 23,384 22,968
Prepayments 23 655 884 − −
Loans to subsidiaries 24 − − 16,615 10,690
Cash and cash equivalents 25 93,058 158,452 59,279 125,194
254,559 341,362 99,946 167,234

Current liabilities
Interest-bearing loans and borrowings 26 38,442 45,019 − −
Trade payables 27 76,800 75,997 − −
Other payables and accruals 28 31,434 41,820 997 5,389
Provisions 29 − 6,902 − 6,902
Tax payable 2,121 2,203 2,104 1,568
148,797 171,941 3,101 13,859

Net current assets 105,762 169,421 96,845 153,375

Non-current liabilities
Interest-bearing loans and borrowings 26 27,035 27,760 − −
Deferred tax liabilities 18 2,148 2,314 194 194

Net assets 212,254 251,777 146,346 170,538

Equity
Share capital 30(a) 96,991 96,648 96,991 96,648
Treasury shares 30(b) (7,028) (6,381) (7,028) (6,381)
Reserves 116,914 141,493 56,383 80,271

Attributable to Equity Holders of the Company 206,877 231,760 146,346 170,538


Minority interest 5,377 20,017 − −
Total Equity 212,254 251,777 146,346 170,538

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

38
INNOTEK Limited 2008 Annual Report

statement of changes in equity


for the year ended 31 December 2008

Share
Share Treasury option Retained Other Total
The Company capital shares reserve earnings reserves equity
$’000 $’000 $’000 $’000 $’000 $’000
2008 (Note 30(a)) (Note 30(b))

At 1 January 2008 96,648 (6,381) 3,049 77,222 80,271 170,538


Profit for the year − − − 59 59 59
Total recognised income for the year − − − 59 59 59
Exercise of Employees’ Share Option
Plan 343 − − − − 343
Share option expenses accrued – – 302 − 302 302
Purchase of treasury shares − (13,625) − − − (13,625)
Treasury shares reissued for
acquisition of shares from minority
shareholder of a subsidiary − 12,978 − (743) (743) 12,235
Dividends on ordinary shares
(Note 41) − − − (23,506) (23,506) (23,506)
At 31 December 2008 96,991 (7,028) 3,351 53,032 56,383 146,346

2007

At 1 January 2007 94,508 − 3,002 68,486 71,488 165,996


Profit for the year − − − 32,877 32,877 32,877
Total recognised income for the
year − − − 32,877 32,877 32,877
Exercise of Employees’ Share
Option Plan 1,396 − − − − 1,396
Expiry of employee share option − − (20) 20 − −
Share option expenses accrued − − 811 − 811 811
Transfer of share option reserve
to share capital upon exercise of
Employee Share Option Plan 744 − (744) − (744) −
Purchase of treasury shares − (6,381) − − − (6,381)
Dividends on ordinary shares
(Note 41) − − − (24,161) (24,161) (24,161)
At 31 December 2007 96,648 (6,381) 3,049 77,222 80,271 170,538

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

39
INNOTEK Limited 2008 Annual Report

statement of changes in equity


for the year ended 31 December 2008

Attributable to equity holders of the Company


Foreign
Share currency Total
Share Treasury option Retained translation other Minority Total
The Group capital shares reserve earnings reserve Others reserves Total interest equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

2008 (Note 30(a)) (Note 30(b))

At 1 January 2008 96,648 (6,381) 3,049 142,302 (3,785) (73) 141,493 231,760 20,017 251,777
Foreign currency translation − − − − 6,204 − 6,204 6,204 (12) 6,192
(Loss)/profit for the year − − − (7,031) − − (7,031) (7,031) 758 (6,273)
Total recognised income
and expense − − − (7,031) 6,204 − (827) (827) 746 (81)
Purchase of treasury shares − (13,625) − − − − − (13,625) − (13,625)
Treasury shares reissued
for acquisition of shares
from minority shareholder
of a subsidiary – 12,978 – (743) – – (743) 12,235 – 12,235
Acquisition of minority
interest − − − 185 − − 185 185 (15,386) (15,201)
Transfer to retained
earnings − − − (73) − 73 − − − −
Exercise of Employees’
Share Option Plan 343 − − − − − − 343 − 343
Expiry of employee share
options − − (10) 10 − − − − − −
Share option expense
accrued − − 312 − − − 312 312 − 312
Dividends on ordinary
shares (Note 41) − − − (23,506) − − (23,506) (23,506) − (23,506)
At 31 December 2008 96,991 (7,028) 3,351 111,144 2,419 − 116,914 206,877 5,377 212,254

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

40
INNOTEK Limited 2008 Annual Report
statement of changes in equity
for the year ended 31 December 2008

Attributable to equity holders of the Company


Foreign
Share currency Total
Share Treasury option Retained translation Statutory Hedging other Minority Total
The Group capital shares reserve earnings reserve reserve reserve Others reserves Total interest equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
2007 (Note 30(a))(Note 30(b)) (Note 32)

At 1 January
2007 94,508 − 8,678 92,723 (10,651) 721 (2,526) − 88,945 183,453 46,770 230,223
Foreign currency
translation − − − − (1,855) − − − (1,855) (1,855) (510) (2,365)
Net loss on fair
value changes
during the year − − − − − − − (327) (327) (327) (127) (454)
Reversed to
the income
statement − − − − − − (600) − (600) (600) − (600)
Profit for the year − − − 73,720 − − − − 73,720 73,720 (4,885) 68,835
Total recognised
income and
expense − − − 73,720 (1,855) − (600) (327) 70,938 70,938 (5,522) 65,416
Disposal of
subsidiary − − (7,151) − 8,721 (721) 3,126 327 4,302 4,302 (21,359) (17,057)
Minority interest
from acquisition
of subsidiary − − − − − − − − − − 1,903 1,903
Dividend to
a minority
shareholder of a
subsidiary − − − − − − − − − − (199) (199)
Acquisition of
additional
interest in a
subsidiary − − − − − − − (73) (73) (73) (1,576) (1,649)
Transfer of share
option reserve
to share capital
upon exercise
of Employees'
Share Option
Plan 744 − (744) − − − − − (744) − − −
Exercise of
Employees’
Share Option
Plan 1,396 − − − − − − − − 1,396 − 1,396
Expiry of
employee share
options − − (20) 20 − − − − − − − −
Purchase of
treasury shares − (6,381) − − − − − − − (6,381) − (6,381)
Share option
expense accrued − − 2,286 − − − − − 2,286 2,286 − 2,286
Dividends on
ordinary shares
(Note 41) − − − (24,161) − − − − (24,161) (24,161) − (24,161)
At 31 December
2007 96,648 (6,381) 3,049 142,302 (3,785) − − (73) 141,493 231,760 20,017 251,777

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

41
INNOTEK Limited 2008 Annual Report

Consolidated Cash Flow Statement


for the year ended 31 December 2008

2008 2007
Note $’000 $’000
(Restated)
Cash flows from operating activities
(Loss)/profit before tax and minority interests (“MI”)
from:
– Continuing operations (92) 25,049
– Discontinued operations − 48,823
Total group (loss)/profit before tax and MI (92) 73,872
Adjustments for:
Gain on acquisition of a subsidiary − (1,681)
Share of results of associates 548 15
Depreciation expense 18,273 66,889
Amortisation expense 18 40
Loss/(gain) on disposal of property, plant and
equipment (63) (105)
Gain on disposal of other investment (260) −
Gain on disposal of subsidiary − (72,292)
Fair value gain on investment held for trading (416) (10,666)
Impairment loss of property, plant and equipment 1,710 17,479
Property, plant and equipment written off 3,546 6,208
Stock options expense 312 2,286
Amortisation of intangible assets − 290
Fair value changes on derivative − (600)
Fair value changes on other reserve − (454)
Allowance for doubtful debt 324 612
Write back of doubtful debts − (1,108)
Impairment loss on investment in associate 825 −
Impairment loss on club memberships − 28
Impairment loss on other investment − 1,223
Interest expense 2,455 11,687
Interest income (2,226) (1,554)
Allowance for obsolete inventories 928 −
Write back of obsolete inventories − (3,059)
Currency realignment 2,858 (1,705)
Operating cash flows before changes in working capital 28,740 87,405
Decrease in trade and other receivables 23,787 2,845
Decrease/(increase) in inventories 2,482 (3,035)
(Decrease)/Increase in trade and other payables (15,433) 30,711
Decrease in prepayment 288 353
(Decrease)/increase in provision (6,902) 5,596
Cash flows generated from operations 32,962 123,875
Interest paid (2,455) (11,687)
Interest received 2,226 1,554
Taxes paid (3,647) (2,327)
Refund of income taxes paid in prior years 10 −
Net cash flows from operating activities 29,096 111,415

42
INNOTEK Limited 2008 Annual Report

Consolidated Cash Flow Statement


for the year ended 31 December 2008

2008 2007
Note $’000 $’000
(Restated)

Cash flows from investing activities


Purchase of property, plant and equipment (41,707) (104,124)
Additions to prepaid land lease payment (2,978) (687)
Proceeds from sale of property, plant and equipment 432 240
Proceeds from sale of other investment 742 −
Deposit paid for property, plant and equipment (2,913) (2,623)
Increase in joint venture (1,051) (357)
Increase in other investments − (5,227)
Acquisition of minority interest (2,967) –
Net cash outflow from disposal of subsidiaries (68) −
Net cash inflow for acquisition of a new subsidiary 15 − 267
Net cash consideration on disposal of subsidiary 15 − 146,617
Net cash (used in)/from investing activities (50,510) 34,106

Cash flows from financing activities


Dividends paid on ordinary shares by the Company (23,506) (24,161)
Purchase of treasury shares (13,625) (6,381)
Dividends paid to subsidiary shareholder − (199)
Proceeds from issuance of ordinary shares 343 1,396
Proceeds from loan and borrowings 26,457 56,751
Repayment of loans and borrowings (32,888) (60,786)
Repayment of finance lease obligations (295) (796)
Net cash used in financing activities (43,514) (34,176)

Net (decrease)/increase in cash and cash equivalents (64,928) 111,345


Cash and cash equivalents at beginning of year 153,919 42,574
Cash and cash equivalents at end of year 25 88,991 153,919

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

43
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

1. Corporate Information

InnoTek Limited is a limited liability company which is incorporated in Singapore and listed on the
Stock Exchange of Singapore.

The registered office and principal place of business of the Company is located at 1 Finlayson Green
#15-02, Singapore 049246.

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

The principal activities of the subsidiaries are those of manufacturing and sale of metal stamping
and sub-assembly of stamped components, frame components, tooling and die making, investment
holding and general trading. There has been no significant change in the nature of these activities
during the year.

2. Summary of significant accounting policies

2.1 Basis of preparation

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

The financial statements have been prepared on a historical cost basis except for derivative
financial instruments and investment securities held for trading that have been measured at their
fair values.

The financial statements are presented in Singapore Dollars ($) and all values in the tables are
rounded to the nearest thousand ($’000) as indicated.

2.2 Changes in accounting policies

The accounting policies have been consistently applied by the Company and the Group and are
consistent with those used in the previous financial year, except for the changes in accounting
policies discussed below.

(a) Adoption of new FRS

On 1 January 2008, the Group adopted the following INT FRS mandatory for annual financial
periods beginning on or after 1 January 2008.

INT FRS 111 FRS 102 – Group and Treasury Share Transactions
INT FRS 112 Service Concession Arrangements
INT FRS 114 FRS 19 – The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and Their Interaction

The adoption of the above INT FRS did not have financial impact on the Group and the
Company.

44
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.2 Changes in accounting policies (cont’d)

(b) Future changes in accounting policies

The Group and the Company have not adopted the following FRSs and INT FRSs that have
been issued but not yet effective:
Effective for
annual periods
Reference Description beginning on or
after

FRS 1 Presentation of Financial Statements -


Revised Presentation 1 January 2009
Amendments relating to Puttable Financial Instruments
and Obligations Arising on Liquidation 1 January 2009
FRS 23 Borrowing Costs 1 January 2009
FRS 27 Consolidated and Separate Financial Statements -
Amendments relating to Cost of an Investment in a
Subsidiary, Jointly Controlled Entity or Associate 1 January 2009
FRS 32 Financial Instruments: Presentation -
Amendments relating to Puttable Financial Instruments
and Obligations Arising on Liquidation 1 January 2009
FRS 101 First Time Adoption of Financial Reporting
Standards – Amendments relating to Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or
Associate 1 January 2009
FRS 102 Share-based Payment – Amendments relating
to Vesting Conditions and Cancellations 1 January 2009
FRS 108 Operating Segments 1 January 2009
INT FRS 113 Customer Loyalty Programmes 1 January 2009
INT FRS 116 Hedges of a Net Investment in a Foreign Operation 1 January 2009

The directors expect that the adoption of the above pronouncements will have no material
impact to the financial statements in the period of initial application, except for FRS 1 and
FRS 108 as indicated below:

FRS 1 Presentation of Financial Statements – Revised presentation

The revised FRS 1 requires owner and non-owner changes in equity to be presented separately.
The statement of changes in equity will include only details of transactions with owners,
with all non-owner changes in equity presented as a single line item. In addition, the revised
standard introduces the statement of comprehensive income: it presents all items of income
and expenses, either in one single statement, or in two linked statements. The Group and the
Company are currently evaluating which format to adopt.

45
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.2 Changes in accounting policies (cont’d)



(b) Future changes in accounting policies (cont’d)

FRS 108 Operating Segments

FRS 108 requires entities to disclose segment information based on the information reviewed
by the entity’s chief operating decision maker. The impact of this standard on the other
segment disclosures is still to be determined. As this is a disclosure standard, it will have no
impact on the financial position and results of the Group when implemented in 2009.

2.3 Significant accounting judgements and estimates

The preparation of the Group’s financial statement requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosures of contingent liabilities at the reporting date. However, uncertainty
about these assumptions and estimates could result in outcomes that could require a material
adjustment to the carrying amount of the asset or liability affected in the future.

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

(a) Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant judgement
is involved in determining the Group-wide provision for income taxes. There are certain
transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognises liabilities for expected tax issues based
on estimates of whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recognised, such differences will
impact the income tax and deferred tax provisions in the period in which such determination
is made. The carrying amounts of the Group’s tax payable, deferred tax assets and deferred
tax liabilities as at 31 December 2008 were $2,121,000 (2007: $2,203,000), $nil (2007:
$3,017,000) and $2,148,000 (2007: $2,314,000) respectively. The carrying amounts of the
Company’s tax payable and deferred tax liabilities as at 31 December 2008 were $2,104,000
(2007: $1,568,000) and $194,000 (2007: $194,000) respectively.

(b) Depreciation of machinery and equipment

The costs of machinery and equipment for the Group’s manufacturing activities are depreciated
on a straight-line basis over the useful lives of the machinery and equipment. Management
estimates the useful lives of the machinery and equipment to be within 1 to 10 years. These
are common life expectancies applied in the industry. Changes in the expected level of usage
and technological developments could impact the economic useful lives and the residual
values of these assets, therefore future depreciation charges could be revised. The carrying
amount of the Group’s machinery and equipment at 31 December 2008 was stated in Note
12 to the financial statements.

46
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.3 Significant accounting estimates and judgements (cont’d)

(c) Impairment of loans and receivables

The Group assesses at each balance sheet date whether there is any objective evidence
that a loan or receivable is impaired. To determine whether there is objective evidence of
impairment, the Group considers factors such as the probability of insolvency or significant
financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash
flows are estimated based on historical loss experience for assets with similar credit risk
characteristics. The carrying amount of the Group’s loan and receivable at the balance sheet
date is disclosed in Note 21 and Note 22 to the financial statements.

(d) Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial
assets at each reporting date. Definite life non-financial assets are tested for impairment
when there are indicators that the carrying amounts may not be recoverable. When value
in use calculations are undertaken, management must estimate the expected future cash
flows from the asset or cash-generating unit and choose a suitable discount rate in order to
calculate the present value of those cash flows.

2.4 Basis of consolidation

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

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

Acquisitions of subsidiaries are accounted for using the purchase method. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.

Any excess of the cost of business combination over the Group’s share in the net fair value of the
acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill
on the balance sheet. The accounting policy of goodwill is set out in Note 2.9(a).

Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets,
liabilities and contingent liabilities over the cost of business combination is recognised in the income
statement on the date of acquisition.

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

47
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.5 Transactions with minority interests

Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by
the Group and are presented separately in the consolidated income statement and within equity
in the consolidated balance sheet, separately from parent shareholders’ equity. Transactions with
minority interests are accounted for using the entity concept method, whereby, transactions with
minority interests are accounted for as transactions with equity holders. On acquisition of minority
interests, the difference between the consideration and book value of the share of the net assets
acquired is reflected as being a transaction between owners and recognised directly in equity. Gain
or loss on disposal to minority interest is recognised directly in equity.

2.6 Foreign currency

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

Exchange differences arising on the settlement of monetary items or on translating monetary items
at the balance sheet date are recognised in the income statement except for exchange differences
arising on monetary items that form part of the Group’s net investment in foreign subsidiaries, which
are recognised initially in a separate component of equity as foreign currency translation reserve in
the consolidated balance sheet and recognised in the consolidated income statement on disposal
of the subsidiary. In the Company’s separate financial statements, such exchange differences are
recognised in the income statement.

The assets and liabilities of foreign operations are translated into SGD at the rate of exchange
ruling at the balance sheet date and their income statements are translated at the weighted average
exchange rates for the year. The exchange differences arising on the translation are taken directly
to a separate component of equity as foreign currency translation reserve. On disposal of a foreign
operation, the cumulative amount recognised in foreign currency translation reserve relating to that
particular foreign operation is recognised in the income statement.

2.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of
property, plant and equipment is recognised as an asset if, and only if, it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably.

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

48
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.7 Property, plant and equipment (cont’d)

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of an asset
begins when it is available for use and is computed on a straight-line basis over the estimated useful
life of the asset as follows:

Leasehold land and buildings - 10 to 25 years


Freehold properties - 20 years
Machinery and equipment - 5 to 10 years
Tools and dies - 1 to 5 years
Furniture, fittings and office equipment - 3 to 10 years
Motor vehicles - 5 years
Leasehold improvements - 5 to 20 years

Assets under construction-in-progress are not depreciated as these assets are not yet available for
use.

Fully depreciated assets are retained in the financial statements until they are no longer in use and
no further charge for depreciation is made in respect of these assets.

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

The residual values, useful life and depreciation method are reviewed at each financial year-end to
ensure that the amount, method and period of depreciation are consistent with previous estimates
and the expected pattern of consumption of the future economic benefits embodied in the items of
property, plant and equipment.

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

2.8 Prepaid land lease payment

Prepaid land lease payments under operating leases are initially stated at cost and subsequently
recognised on the straight-line basis over the lease terms. When the lease payments cannot be
allocated reliably between the land and buildings elements, the entire lease payments are included
in the cost of the land and buildings as a finance lease in property, plant and equipment.

2.9 Intangible assets

(a) Goodwill

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost
less accumulated impairment losses. Goodwill is reviewed for impairment annually or more
frequently if events and circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill acquired is allocated to each of the Group’s
cash-generating units that are expected to benefit from the synergies of the combination.

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NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.9 Intangible assets (cont’d)

(a) Goodwill (cont’d)

The cash-generating unit to which goodwill has been allocated is tested for impairment
annually and whenever there is an indication that the cash-generating unit may be impaired, by
comparing the carrying amount of the cash-generating unit, including the allocated goodwill,
with the recoverable amount of the cash-generating unit. Where the recoverable amount of
the cash-generating unit is less than the carrying amount, an impairment loss is recognised
in the income statement. Impairment losses recognised for goodwill are not reversed in
subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that
cash-generating unit is disposed of, the goodwill associated with the operation disposed of
is included in the carrying amount of the operation when determining the gain or loss on
disposal of the operation. Goodwill disposed of in this circumstance is measured based on
the relative fair values of the operations disposed of and the portion of the cash-generating
unit retained.

(b) Other intangible assets

Intangible assets acquired separately are measured initially at cost. The cost of intangible
assets acquired in a business combination is their fair values as at the date of acquisition.
Following initial recognition, intangible assets are measured at cost less any accumulated
amortisation and accumulated impairment losses.

Intangible assets with finite useful lives are amortised on a straight-line basis over the
estimated useful lives and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least at each financial year-end.

Intangible assets with indefinite useful lives are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired
either individually or at the cash-generating unit level. Such intangible assets are not amortised.
The useful life of an intangible asset with an indefinite useful life is reviewed annually whether
the useful life assessment continues to be supportable.

(i) Research and development cost

Research costs are expensed as incurred. Expenditure incurred on projects to develop


new products is capitalised and deferred only when the Group can demonstrate the
technical feasibility of completing the intangible asset so that it will be available for
use or sale, its intention to complete and its ability to use or sell the asset, how the
asset will generate future economic benefits, the availability of resources to complete
the project and the ability to measure reliably the expenditure during the development.
Product development expenditure which does not meet these criteria is expensed when
incurred.

Deferred development costs are stated at cost less any impairment losses and are
amortised using the straight-line basis over the commercial lives of the underlying
products not exceeding five years, commencing from the date when the products are
put into commercial production.

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INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.9 Intangible assets (cont’d)



(b) Other intangible assets (cont’d)

(ii) Licence fee

Licence fee is stated at cost less impairment losses and is amortised on a straight-line
basis over the licence period of five years.

(iii) Club memberships

This is stated at cost and less impairment losses. The club membership has indefinite
useful life and assessment for impairment is performed annually.

2.10 Impairment for non-financial assets

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

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets.
In assessing value in use, the estimated future cash flows expected to be generated by the asset
are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where the carrying
amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. Impairment losses are recognised in the income statement.

An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed
the carrying amount that would have been determined, net of depreciation, had no impairment
loss be recognised previously. Such reversal is recognised in the income statement. After such a
reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.

2.11 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the financial and operating
policies so as to obtain benefits from its activities. The Group generally has such power when it,
directly or indirectly, holds more than 50% of the issued share capital, or controls more than half
of the voting power, or controls the composition of the board of directors.

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

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NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.12 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant
influence. This generally coincides with the Group having 20% or more of the voting power, or has
representation on the board of directors. The associate is equity accounted for from the date the
Group obtains significant influence until the date the Group ceases to have significant influence over
the associate.

The Group’s investments in associates are accounted for using the equity method. Under the equity
method, the investment in associate is measured in the balance sheet at cost plus post-acquisition
changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is
included in the carrying amount of the investment. Any excess of the Group’s share of the net fair
value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the
investment is deducted from the carrying amount of the investment and is recognised as income
as part of the Group’s share of results of the associate in the period in which the investment is
acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate,
the Group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the associate.

The financial statements of the associates are prepared as of the same reporting date as the
Company. Consistent accounting policies are applied for like transactions and events in similar
circumstances.

2.13 Joint ventures

A joint venture is a contractual arrangement whereby the Group and other parties undertake
an economic activity that is subject to joint control, where the strategic financial and operating
decisions relating to the activity require the unanimous consent of the parties sharing control. The
Group recognises its interest in joint venture using proportionate consolidation. The Group combines
its share of each of the assets, liabilities, income and expenses of the joint venture with the similar
items, line by line, in its consolidated financial statements. The joint venture is proportionately
consolidated from the date the Group obtains joint control until the date the Group ceases to have
joint control over the joint venture.

The financial statements of the joint venture are prepared as of the same reporting date as the
Group.

2.14 Jointly controlled entities

A jointly-controlled entity is a joint venture that is subject to joint control, resulting in none of the
participating parties having unilateral control over the economic activity of the jointly-controlled
entity.

The Group’s interest in a jointly-controlled entity is stated in the consolidated balance sheet at the
Group’s share of net assets under the equity method of accounting, less any impairment losses. The
Group’s share of the post-acquisition results and reserves of a jointly-controlled entity is included
in the consolidated income statement and statement of changes in equity, respectively. Unrealised
gains and losses resulting from transactions between the Group and its jointly-controlled entity
are eliminated to the extent of the Group’s interest in the jointly-controlled entity, except where
unrealised losses provide evidence of an impairment of the assets transferred.

52
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.15 Financial assets

Financial assets are recognised on the balance sheet when, and only when, the Group becomes a
party to the contractual provisions of the financial instrument.

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

A financial asset is derecognised where the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that has been
recognised directly in equity is recognised in the income statement.

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

(a) Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables. Subsequent to initial recognition, loans and receivables
are measured at amortised cost using the effective interest method. Gains and losses are
recognised in the income statement when the loans and receivables are derecognised or
impaired, as well as through the amortisation process.

(b) Available-for-sale financial assets

Available-for-sale financial assets are financial assets that are not classified in any of the
other categories. After initial recognition, available-for-sale financial assets are measured at
fair value. Any gains or losses from changes in fair value of the financial asset are recognised
directly in the fair value adjustment reserve in equity, except that impairment losses, foreign
exchange gains and losses on monetary instruments and interest calculated using the
effective interest method are recognised in the income statement. The cumulative gain or
loss previously recognised in equity is recognised in the income statement when the financial
asset is derecognised.

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

(c) Financial assets at fair value through profit or loss

Financial assets held for trading are classified as financial assets at fair value through profit
or loss. Financial assets classified as held for trading are derivatives (including separated
embedded derivatives) or financial assets acquired principally for the purpose of selling or
repurchasing it in the near term.

Subsequent to initial recognition, financial assets at fair value through profit or loss are
measured at fair value. Any gains or losses arising from changes in fair value of the financial
assets are recognised in the income statement. Net gains or net losses on financial assets at
fair value through profit or loss include exchange differences, interest and dividend income.

53
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.15 Financial assets (cont’d)

Derecognition of financial assets

A financial asset is derecognised where:

 The Group transfers the contractual rights to receive cash flows from the financial asset; or

 The Group retains the contractual rights to receive cash flows from the financial asset, but
assumes a contractual obligation to pay the cash flows to one or more recipients in a ‘pass-
through’ arrangement; or

 The Group has transferred its rights to receive cash flows from the asset and either has
transferred substantially all the risks and rewards of the asset, or has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

Where the Group has transferred its rights to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of consideration
that the Group could be required to repay.

Where continuing involvement takes the form of a written and/or purchased option on the transferred
asset, the extent of the Group’s continuing involvement is the amount of the transferred asset that
the Group may repurchase, except that in the case of a written put option on an asset measured at
fair value, the extent of the Group’s continuing involvement is limited to the lower of the fair value
of the transferred asset and the option exercise price.

On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of (a) the consideration received (including any new asset obtained less any new
liability assumed) and (b) any cumulative gain or loss that has been recognised directly in equity is
recognised in the income statement.

2.16 Impairment of financial assets

The Group assesses at each balance sheet date whether there is any objective evidence that a
financial asset or a group of financial assets is impaired.

(a) Assets carried at amortised cost

If there is objective evidence that an impairment loss on financial assets carried at amortised
cost has been incurred, the amount of the loss is measured as the difference between the
asset’s carrying amount and the present value of estimated future cash flows discounted
at the financial asset’s original effective interest rate. The carrying amount of the asset is
reduced through the use of an allowance account. The impairment loss is recognised in the
income statement.

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

54
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.16 Impairment of financial assets (cont’d)

(a) Assets carried at amortised cost (cont’d)

To determine whether there is objective evidence that an impairment loss on financial assets
has been incurred, the Group considers factors such as the probability of insolvency or
significant financial difficulties of the debtor and default or significant delay in payments.

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

(b) Assets carried at cost

If there is objective evidence that an impairment loss on financial assets carried at cost has
been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows discounted at the
current market rate of return for a similar financial asset. Such impairment losses are not
reversed in subsequent periods.

2.17 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand and demand deposits. These also
include bank overdrafts that form an integral part of the Group’s cash management.

2.18 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost of raw materials comprises purchase costs and other direct attributable costs on a first-in-first-
out basis. Cost of finished goods and work-in-progress comprise direct labour, materials and an
appropriate proportion of production overhead expenditure.

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

2.19 Provisions

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

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions
are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to
the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.

55
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.20 Financial liabilities

Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes
a party to the contractual provisions of the financial instrument.

Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other
than derivatives, directly attributable transaction costs. Subsequent to initial recognition, all financial
liabilities are measured at amortised cost using the effective interest method, except for derivatives,
which are measured at fair value.

A financial liability is derecognised when the obligation under the liability is extinguished. For
financial liabilities other than derivatives, gains and losses are recognised in the income statement
when the liabilities are derecognised, and through the amortisation process. Any gains or losses
arising from changes in fair value of derivatives are recognised in the income statement. Net gains
or losses on derivatives include exchange differences.

2.21 Borrowing costs

Borrowing costs are recognised in the income statement as expenses in the period in which they
are incurred.

2.22 Employee benefits

(a) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries
in which it has operations. In particular, the Company makes contributions to the Central
Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions
to defined contribution pension schemes are recognised as an expense in the period in which
the related service is performed.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to
employees. The estimated liability for leave is recognised for services rendered by employees
up to balance sheet date.

(c) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement
date or whenever an employee accepts voluntary redundancy in exchange for these benefits.
The Group recognises termination benefits when it is demonstrably committed to either
terminate the employment of current employees according to a detailed plan without possibility
of withdrawal; or providing termination benefits as a result of an offer made to encourage
voluntary redundancy. In the case of an offer made to encourage voluntary redundancy,
the measurement of termination benefits is based on the number of employees expected
to accept the offer. Benefits falling due more than 12 months after balance sheet date are
discounted to present value.

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INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.22 Employee benefits (cont’d)

(d) Employee share option plans

Employees (including senior executives) of the Group receive remuneration in the form of
share options as consideration for services rendered (‘equity settled transactions’). The cost
of these equity-settled transactions with employees is measured by reference to the fair value
at the date on which the share options are granted. The cost is recognised in the income
statement, with a corresponding increase in the employee share option reserve, over the
period in which the performance and/or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award (‘the vesting date’).
The cumulative expense recognised at each reporting date until the vesting date reflects the
extent to which the vesting period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest. The charge or credit to the profit or loss for
a period represents the movement in cumulative expense recognised as at the beginning and
end of that period.

No expense is recognised for options that do not ultimately vest, except for options where
vesting is conditional upon a market condition, which are treated as vested irrespective of
whether or not the market condition is satisfied, provided that all other performance conditions
are satisfied. The employee share option reserve is transferred to retained earnings upon
expiry of the share options. When the options are exercised, the employee share option
reserve is transferred to share capital upon the issuance of new shares.

Where the terms of an employee share option plan are modified, as a minimum an expense is
recognised as if the terms had not been modified. In addition, an expense is recognised for any
modification, which increases the total fair value of the share-based payment arrangement, or
is otherwise beneficial to the employee as measured at the date of modification.

Where an employee share option plan is cancelled, it is treated as if it had vested on the date
of cancellation, and any expense not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award, and designated as a
replacement award on the date that it is granted, the cancelled and new awards are treated
as if they were a modification of the original award, as described in the previous paragraph.

2.23 Leases

(a) As lessee

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

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

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INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.23 Leases (cont’d)

(a) As lessee (cont’d)

Operating lease payments are recognised as an expense in the income statement on a straight-
line basis over the lease term. The aggregate benefit of incentives provided by the lessor is
recognised as a reduction of rental expense over the lease term on a straight-line basis.

(b) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an operating
lease are added to the carrying amount of the leased asset and recognised over the lease term
on the same bases as rental income (Note 2.25(e)).

2.24 Discontinued operation

A component of the Group is classified as a ‘discontinued operation’ when the criteria to be classified
as held for sale have been met or it has been disposed of and such a component represents a
separate major line of business or geographical area of operations or is part of a single co-ordinated
major line of business or geographical area of operations. A component is deemed to be held for
sale if its carrying amounts will be recovered principally through a sale transaction rather than
through continuing use.

Upon classification as held for sale, non-current assets and disposal groups are not depreciated and
are measured at the lower of carrying amount and fair value less costs to sell. Any differences are
recognised in the income statement.

2.25 Revenue recognition

Revenue is recognised to the extent that is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.

(a) Sale of goods

Revenue is recognised upon the transfer of significant risk and rewards of ownership of
the goods to the customer, which generally coincides with delivery and acceptance of the
goods sold. Revenue is not recognised to the extent where there are significant uncertainties
regarding recovery of the consideration due, associated costs or the possible return of
goods.

(b) Dividend income

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

(c) Interest income

Interest income is recognised as interest accrues (using the effective interest method) unless
collectability is in doubt.

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INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.25 Revenue recognition (cont’d)

(d) Management fees

Management fees are recognised when services are rendered.

(e) Rental income

Rental income is accounted for on a straight-line basis over the leased terms on ongoing
leases. The aggregate cost of incentives provided to lessees is recognised as a reduction of
rental income over the lease term on a straight-line basis.

2.26 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the balance sheet date.

Current tax is recognised in the income statement except that tax relating to items recognised
directly in equity is recognised directly in equity.

(b) Deferred tax

Deferred income tax is provided using the liability method on temporary differences at the
balance sheet date between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes.

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

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

 In respect of temporary differences associated with investments in subsidiaries,


associates and interests in joint ventures, where the timing of the reversal of the
temporary differences can be controlled by the Group and it is probable that the
temporary differences will not reverse in the foreseeable future; and

 In respect of deductible temporary differences and carry-forward of unused tax credits


and unused tax losses, if it is probable that taxable profit will be available against which
the deductible temporary differences and the carry-forward of unused tax credits and
unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax asset to be utilised. Unrecognised
deferred income tax assets are reassessed at each balance sheet date and are recognised to
the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be utilised.

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INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.26 Income taxes (cont’d)

(b) Deferred tax

Deferred income tax assets and liabilities are measured at the tax rates that are expected to
apply to the year when the asset is realised or the liability is settled, based on tax rates and
tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax are recognised in the income statement except that deferred tax relating to items
recognised directly in equity is recognised directly in equity.

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

(c) Sales tax

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

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

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

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

2.27 Derivative financial instruments and hedging activities

The Group uses derivative financial instruments such as forward currency contracts and interest
rate swaps to hedge its risks associated with foreign currency and interest rate fluctuations.
Such derivative financial instruments are initially recognised at fair value on the date on which
a derivative contract is entered into and are subsequently remeasured at fair value. Derivative
financial instruments are carried as assets when the fair value is positive and as liabilities when the
fair value is negative.

Any gains or losses arising from changes in fair value on derivative financial instruments that do not
qualify for hedge accounting are taken to the income statement for the year.

The fair value of forward currency contracts is calculated by reference to current forward exchange
rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is
determined by reference to market values for similar instruments.

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NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.27 Derivative financial instruments and hedging activities (cont’d)

For the purpose of hedge accounting, hedges are classified as:

 Fair value hedges when hedging the exposure to changes in the fair value of a recognised
asset or liability or an unrecognised firm commitment, that is attributable to a particular risk
and could affect profit or loss;

 Cash flow hedges when hedging exposure to variability in cash flows that is either attributable
to a particular risk associated with a recognised asset or liability or a highly probable forecast
transaction and could affect profit or loss; or

 Hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group formally designates and documents the hedge
relationship to which the Group wishes to apply hedge accounting and the risk management objective
and strategy for undertaking the hedge. The documentation includes identification of the hedging
instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity
will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the
hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to
be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on
an ongoing basis to determine that they actually have been highly effective throughout the financial
reporting periods for which they were designated.

Cash flow hedge

For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is
recognised directly in the hedging reserve, while the ineffective portion is recognised in the income
statement.

Amounts taken to hedging reserve are transferred to the income statement when the hedged
transaction affects profit or loss, such as when hedged financial income or financial expense is
recognised or when a forecast sale or purchase occurs. Where the hedged item is the cost of a
non-financial asset or liability, the amounts taken to hedging reserve are transferred to the initial
carrying amount of the non-financial asset or liability.

If the forecast transaction is no longer expected to occur, amounts previously recognised in hedging
reserve are transferred to the income statement. If the hedging instrument expires or is sold,
terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked,
amounts previously recognised in hedging reserve remain in hedging reserve until the forecast
transaction occurs. If the related transaction is not expected to occur, the amount is taken to the
income statement.

Fair value hedge

For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses
attributable to the risk being hedged, the derivative is remeasured at fair value and gains and losses
from both are taken to the income statement.

61
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

2. Summary of significant accounting policies (cont’d)

2.27 Derivative financial instruments and hedging activities (cont’d)

For fair value hedges relating to items carried at amortised cost, the adjustment to carrying value
is amortised through the income statement over the remaining term to maturity. Any adjustment
to the carrying amount of a hedged financial instrument for which the effective interest method is
used is amortised to the income statement.

Amortisation begins as soon as an adjustment exists but no later than when the hedged item ceases
to be adjusted for changes in its fair value attributable to the risk being hedged.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative
change in the fair value of the firm commitment attributable to the hedged risk is recognised as an
asset or liability with a corresponding gain or loss recognised in the income statement. The changes
in the fair value of the hedging instrument are also recognised in the income statement.

The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold,
terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the Group
revokes the designation. Any adjustment to the carrying amount of a hedged financial instrument
for which the effective interest method is used is amortised to the income statement. Amortisation
begins as soon as an adjustment exists but no later than when the hedged item ceases to be
adjusted for changes in its fair value attributable to the risk being hedged.

2.28 Segment reporting

A business segment is a distinguishable component of the Group that is engaged in providing


products or services that are subject to risks and returns that are different from those of other
business segments. A geographical segment is a distinguishable component of the Group that is
engaged in providing products or services within a particular economic environment and that is
subject to risks and returns that are different from those of components operating in other economic
environments.

2.29 Share capital and share issue expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental
costs directly attributable to the issuance of ordinary shares are deducted against share capital.

2.30 Treasury shares

When shares recognised as equity are reacquired, the amount of consideration paid is recognised
directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction
from total equity. No gain or loss is recognised in the income statement on the purchase, sale, issue
or cancellation of treasury shares.

2.31 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and
whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future
event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised on the balance sheet of the Group.

62
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

3. Group companies

The subsidiary and associated companies as at 31 December 2008 are:

Name of Company Principal Cost of Effective


(Country of activities investments interest held
incorporation) (Place of business) by the Company by the Group
2008 2007 2008 2007
Subsidiary companies $’000 $’000 % %

Directly held by the Company

Mansfield Metal stamping 47,061* 14,120 100.00 83.33


Manufacturing and sub-assembly
Company Limited of stamped
(Hong Kong) components, tooling
(“Mansfield”) 1 & 3 and die making
(Hong Kong)

47,061 14,120

* Increase is via cash investment of $20,706,000 and reissue of treasury shares of $12,235,000
made during the year.

Indirectly held through subsidiary companies

MSF

Go Smart Development Property investment # # 100.00 83.33


Limited 1 and trading of
(Hong Kong) electrical appliances
(Hong Kong)

ME Electronic Research # # - 83.33


Products Limited 2
development
(Hong Kong) (Hong Kong)

Lens Tool & Die Property investment # # 100.00 83.33


(H.K.) Limited 1 (Hong Kong)
(Hong Kong)

Magix Mechatronics Sale of Assembly # # 90.00 75.00


Company Limited 1 Components
(Hong Kong) (Hong Kong)

Feng Chuan Tooling Sales of precision # # 100.00 83.33


Company Limited 1 tools and dies
(Hong Kong) (Hong Kong)

63
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

3. Group companies (cont’d)

Name of Company Principal Cost of Effective


(Country of activities investments interest held
incorporation) (Place of business) by the Company by the Group
2008 2007 2008 2007
Subsidiary companies $’000 $’000 % %

Indirectly held through subsidiary companies (cont’d)

Feng Chuan Tooling Manufacturing of # # 100.00 83.33


(Dongguan) precision tools and
Company Limited 4 dies
(People’s Republic (People’s Republic
of China) of China)

Mansfield (Suzhou) Metal stamping, # # 100.00 83.33


Manufacturing tooling and
Company die making
Limited 4 (People’s Republic
(People’s Republic of China)
of China)

Magix Mechatronics Assembly of # # 90.00 75.00


(Dongguan) Company components
Limited 4 (People’s Republic
(People’s Republic of China)
of China)

Dongguan Mansfield Metal stamping, # # 100.00 83.33


Metal Forming tooling and die making
Company Limited 4 (People’s Republic
(People’s Republic of China)
of China)

Go Smart Technologies Trading of # # - 83.33


(Shenzhen) Co Ltd 2 & 4 electrical appliances
(People’s Republic
of China)

Magix Industrial Contract # # 90.00 75.00


Company Limited 1
manufacturing in
(Hong Kong) China and general
trading
(Hong Kong)

Mansfield Industrial Investment holding # # 55.00 45.83


Company Limited 1 and general trading
(Hong Kong) (Hong Kong)

64
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

3. Group companies (cont’d)

Name of Company Principal Cost of Effective


(Country of activities investments interest held
incorporation) (Place of business) by the Company by the Group
2008 2007 2008 2007
Subsidiary companies $’000 $’000 % %

Indirectly held through subsidiary companies (cont’d)

Mansfield Manufacturing Metal stamping # # 55.00 45.83


(Dalian) Company (People’s Republic
Limited 4 of China)
(People’s Republic
of China)

Exerion Precision Investment holding # # 75.00 62.50


Technology
Holdings BV 1
(The Netherlands)

Exerion Precision Electrical appliance # # 75.00 62.50


Technology sub-assembly
Ulft NL BV 1
(The Netherlands)

Exerion Precision Electrical appliance # # 75.00 62.50


Technology sub-assembly
Olomouc CZ s.r.o.1
(Czech Republic)

Associated companies

Indirectly held through subsidiary companies

Wong Exerion Precision Electrical appliance sub- # # 36.60 36.60


Technology Sdn Bhd 4 assembly

Mayax, Inc. 5
Metal stamping # - 20.00 -

1
Audited by member firms of Ernst & Young Global in the respective countries
2
Disposed of during the year
3
Acquired the remaining 16.67% equity interest during the year
4
Audited by other firm
5
Group’s effective interest diluted from 41.67% to 20% during the year (see Note 17)
# Cost of investment in the sub-subsidiaries of the Group are reflected in the financial
statements of their respective holding companies

4. Sale of goods

Sale of goods of the Group represents the aggregate of net invoiced value of goods sold, after
allowances for goods returned and trade discounts, and excludes intra-group transactions.

65
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

5. Other income

Group
2008 2007
$’000 $’000

Interest income from banks 2,226 1,356


Rental income 548 539
Gain on disposal of property, plant and equipment 63 27
Others 1,249 838
Excess over the cost of business combination (Note 15) – 1,681
4,086 4,441

6. Salaries and employee benefits

Salaries and employee benefits for continuing operation includes the following:

Group
2008 2007
$’000 $’000
Directors’ emoluments:
Directors of the Company
– Fees 189 211
– Employee share option plan expense 106 123
– Other emoluments 3,107 1,819
– Contributions to state pension schemes and CPF contributions 41 10
Directors of subsidiaries
– Employee share option plan expense – 83
– Other emoluments – 929
Contributions to state pension schemes and CPF contributions 2,554 2,532
Employee share options plan expense 312 676

7. Other operating expenses/(income)

The following items have been included in arriving at the loss before tax from continuing operations:
Group
2008 2007
$’000 $’000

Non-audit fees
– Auditors of the Company 70 70
– Other auditors – 26
Property, plant and equipment written off 3,546 58
Amortisation of intangible assets – 190
Operating lease expenses 10,572 9,059
Impairment of property, plant and equipment 1,710 –
Impairment of investment in associates 825 −
Impairment of other investments – 1,223
Impairment of club membership – 28
Allowance for doubtful trade receivables 324 612
Write-back of allowance for doubtful other receivables – (1,108)
Provision for obsolete inventories 928 722
Fair value gain on investment held for trading (416) –
Write-back of provision for undertakings (6,902) –

66
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

8. Finance costs

Group
2008 2007
$’000 $’000

Interest expense
– Bank loans and borrowings 2,455 4,017

9. Income tax expense

Major components of income tax expense are:


Group
2008 2007
$’000 $’000

Current – continuing operations


Singapore 655 1,618
Foreign 1,504 2,106

Deferred – continuing operations


Origination and reversal of temporary differences 2,699 (761)

4,858 2,963
Under-provision for current income tax in respect of previous
years 1,323 340

Income tax attributable to continuing operations 6,181 3,303


Income tax attributable to discontinued operation (Note10) – 1,734

Income tax expense recognised in the income statement 6,181 5,037

A reconciliation between the tax expense and the product of accounting profit multiplied by the
applicable tax rate for the years ended 31 December is as follows:
Group
2008 2007
$’000 $’000

(Loss)/profit from continuing operations before tax (92) 25,049


Profit from discontinued operation before tax – 48,823

Accounting (loss)/profit before tax (92) 73,872

Tax expense/(income) at the domestic rates applicable to profits


in the countries where the Group operates 45 (10,666)
Adjustments:
Non-taxable income and credits (1,375) (7,432)
Non-deductible expenses 2,170 13,957
Effect of change in tax rate 483 –
Deferred tax assets not recognised 453 9,651
Derecognition of deferred tax assets 2,881 –
Benefits from previously unrecognised tax losses – (2,984)
Others 201 692
Under provision of tax in prior years 1,323 1,819

Tax expense recognised in the income statement 6,181 5,037

67
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

9. Income tax expense (cont’d)

The above reconciliation is prepared by aggregating separate reconciliations of each national jurisdiction.

The corporate income tax rate applicable to Hong Kong companies of the Group was reduced from
17.5% to 16.5% for the year of assessment 2009 onwards.

Certain subsidiaries of the Group established in the People’s Republic of China (“PRC”) were
exempted from PRC corporate income tax (“CIT”) for their first two profit-making years of operations
and thereafter are eligible for a 50% relief from PRC CIT for the following three years under the
PRC tax laws. For some other companies, corporate taxes have been calculated on the estimated
assessable profits for the year at the rate of 25% (2007: 27%).

For the companies operating in the Netherlands, corporate taxes have been calculated on the
estimated assessable profits for the year at rates ranging from 21% to 25.5%.

A subsidiary group in Thailand was granted promotional privileges granted under the Investment
Promotion Act in Thailand. As part of the privileges, certain profits of these subsidiaries are not
subject to tax for a period ranging from 3 to 7 years commencing from 1 September 2002, 30
June 2004, 1 April 2005, 2 February 2007, 1 April 2007 and 2 October 2007 respectively. This
subsidiary group was disposed off on 7 November 2007.

As at 31 December 2008, the Group had unutilised tax losses of approximately $11,868,000
(2007: $8,922,000) which are available for offset against future taxable profits of the companies
in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its
recoverability. The use of these tax losses is subject to the agreement with the tax authorities
and compliance with certain provisions of the tax legislation of the respective countries in which
the Group operates. No deferred tax asset is recognised on these losses in accordance with the
Group’s accounting policy as set out in Note 2.26(b).

10. Discontinued operation

On 29 August 2007, the Company publicly announced the decision of its Board of Directors to
discontinue and dispose of its subsidiary, Magnecomp Precision Technologies Public Company
(“MPT”), a public listed company on the Stock Exchange of Thailand and its subsidiaries. The sale
transaction was completed on 7 November 2007.

The results of MPT and its subsidiaries (“MPT Group”) for period from 1 January 2007 to the date
of disposal and the net gain on disposal are presented separately on the income statement as “Profit
from discontinued operations, net of tax”. The results are as follows:
Group
2007
$’000

Revenue 337,140
Expenses (1)
(363,604)

Loss from operations (26,464)


Finance costs (7,671)
Net gain on partial disposal (2) (Note 15) 72,292
Fair value change on investment held for trading (3)
10,666

Gain from discontinued operation before taxation 48,823


Tax related to loss from discontinued operations (1,734)
Profit from discontinued operations, net of tax 47,089

68
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

10. Discontinued operation (cont’d)

Cash flow statement disclosures

The cash flows attributable to MPT are as follows:


Group
2007
$’000

Operating 62,956
Investing (58,362)
Financing (16,855)
Net cash outflows (12,261)

(1)
Included in the expenses are restructuring charge of approximately $23 million for the year
ended 31 December 2007 due to earlier-than-expected end of life of certain products and the
reduction of China, USA and Thailand operations as follows:

Group
2007
$’000

Impairment loss/written-off for machinery and equipment 20,787


Allowance for stock obsolescence −
Relocation of factory and office −
Severance payment 1,898
22,685

(2)
This gain relates to disposal of 64.3% shareholding stake in MPT after provision for undertakings
given to TDK Corporation (“TDK”)

(3)
Fair value change relates to balance of the 10% shareholding stake on MPT amounting to
208,486,179 shares in MPT under the Put and Call Option agreement with TDK.

11. (Loss)/earnings per share

(1) Continuing operations

(a) Basic (loss)/earnings per share amounts are calculated by dividing the net (loss)/profit for the
year from continuing operations attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the financial year.

69
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

11. (Loss)/earnings per share (cont’d)

(1) Continuing operations (cont’d)

The following table reflects the profit and loss data used in the computation of the basic and
diluted (loss)/earnings per share for the years ended 31 December:

Group
2008 2007
$’000 $’000

Net (loss)/profit attributable to ordinary equity holders for


basic earnings per share (7,031) 73,720

Profit from discontinued operation, net of tax,


attributable to ordinary equity holders of the Company – (47,089)

Minority interest from discontinued operation – (9,906)

Less: Profit from discontinued operation, net of tax and


minority interests, attributable to ordinary equity
holders of the Company – (56,995)

Net (loss)/profit from continuing operations attributable


to ordinary equity holders of the Company used in the
computation of basic and diluted (loss)/earning per share (7,031) 16,725

Weighted average number of ordinary shares on issue


applicable to basic earnings per share (’000) 234,090 240,102

(b) Diluted (loss)/earnings per share amounts are calculated by dividing the net (loss)/profit for
the year from continuing operations attributable to ordinary equity holders of the Company
by the weighted average number of ordinary shares in issue for the financial year, after
adjusting for the effect of dilutive options under the InnoTek Employees’ Share Option Plan
as follows:

2008 2007
No. of No. of
shares shares
’000 ’000

Number of ordinary shares in issue (used in the calculation


of basic (loss)/earnings per share) 234,090 240,102
Number of unissued shares under option – 477
Weighted average number of ordinary shares for diluted
(loss)/earnings per share computation 234,090 240,579

70
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

11. (Loss)/earnings per share (cont’d)

(1) Continuing operations (cont’d)

(c) There are no potential dilutive earnings per share year for year 2008 as the Group is in a loss
position. In the year 2007, 4,244,000 shares options granted to employees under the existing
employee share option plans have not been included in the calculation of diluted earnings per
share because they are anti-dilutive for the previous financial periods presented.

(d) Since the end of the year, no employees have exercised the option to acquire ordinary shares
(2007: 295,000 ordinary shares). There have been no other transactions involving ordinary
shares or potential ordinary shares since the reporting date and before the completion of
these financial statements.

(2) Discontinued operations

The basic and diluted earnings per share from discontinued operation are calculated by dividing the
“Profit from discontinued operation, net of tax and minority interests attributable to ordinary equity
holders of the Company’ by the ‘Weighted average number of ordinary shares on issue applicable to
basic earnings per share computation’ and ‘Weighted average number of ordinary shares for diluted
earnings per share calculation’ respectively. These income statement and share data are presented
above in caption 1(a) of this Note.

12. Property, plant and equipment


Furniture
Tools fittings, Leasehold
Leasehold Freehold Freehold Machinery and and and office Motor improve- Construction
Group buildings land properties equipment dies equipment vehicles ments in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
(Restated)
Cost

At 1 January 2007 5,048 7,302 31,555 372,954 30,544 27,745 1,846 35,428 53,360 565,782
Reclassification 615 − 2,525 38,433 491 1,016 (224) 7,856 (50,712) −
Additions 1,967 − 272 34,418 14,281 4,865 346 13,408 34,440 103,997
Acquisition of
subsidiary 457 − − 2,982 1,214 2,363 − − 4 7,020
Disposals − − − (1,221) (17) (533) (133) (5,295) (204) (7,403)
Disposal of
subsidiary (2,467) (7,317) (34,282) (333,086) (42,746) (17,765) (695) (16,317) (30,660) (485,335)
Written off − − − (8,016) (1,172) (1,048) − (16) (1,164) (11,416)
Currency realignment (208) 15 (70) (4,739) (705) (787) (56) (1,714) 3,667 (4,597)

At 31 December
2007 and 1 January
2008 5,412 − − 101,725 1,890 15,856 1,084 33,350 8,731 168,048
Reclassification 21,194 − − 1,451 − 469 − 5,703 (28,817) −
Additions 6,010 − − 9,702 149 1,522 161 5,637 24,538 47,719
Disposals − − − (746) − − (298) − − (1,044)
Disposal of
subsidiaries − − − − (610) (75) − (4) − (689)
Written off − − − − − (337) − (2,416) (1,002) (3,755)
Currency realignment (126) − − 2,939 (50) 282 30 1,271 43 4,389

At 31 December
2008 32,490 − − 115,071 1,379 17,717 977 43,541 3,493 214,668

71
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

12. Property, plant and equipment (cont’d)

Furniture
fittings,
Leasehold Freehold Freehold Machinery Tools and and office Motor Leasehold Construction
Group buildings land properties and equipment dies equipment vehicles improvements in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
(Restated)
Accumulated depreciation
and impairment loss
At 31 December
2006 and 1
January 2007
(as restated) 1,903 − 13,415 188,798 16,282 18,764 1,289 19,984 − 260,435
Reclassification 615 − (383) 1,450 (1,399) (376) (214) 307 − −
Acquisition of
subsidiary 182 − − 2,504 320 1,257 − − − 4,263
Impairment − − − 15,329 1,903 29 − 2 216 17,479
Charge for the
year – Continuing
operations 186 − − 7,902 504 1,933 159 4,706 − 15,390
Charge for the year
– Discontinuing
operations 7 − 1,465 31,357 15,153 1,978 35 1,504 − 51,499
Disposals − − − (1,087) (26) (523) (133) (5,296) (204) (7,269)
Disposal of
subsidiary (263) − (14,489) (206,552) (30,129) (11,102) (625) (4,175) − (267,335)
Written off − − − (3,269) (772) (1,159) − (8) − (5,208)
Currency realignment (112) − (8) 5,317 (674) (553) (35) (937) (12) 2,986

At 31 December 2007
and 1 January 2008 2,518 − − 41,749 1,162 10,248 476 16,087 − 72,240
Impairment 204 − − 1,506 − − − − − 1,710
Charge for the year 447 − − 9,354 476 1,906 182 5,908 − 18,273
Disposals − − − (458) − − (216) − − (674)
Disposal of
subsidiaries − − − − (566) (58) − (4) − (628)
Written off − − − − − 209 − − − 209
Currency realignment (626) − − 805 (31) (361) 7 848 − 642

At 31 December
2008 2,543 − − 52,956 1,041 11,944 449 22,839 − 91,772

Net book value

At 31 December
2008 29,947 − − 62,115 338 5,773 528 20,702 3,493 122,896

At 31 December
2007 2,894 − − 59,976 728 5,608 608 17,263 8,731 95,808

(i) In year 2007, impairment loss relates to certain subsidiaries discontinuing certain production
lines, earlier-than-expected end of life of certain products and the related assets amounting to
approximately $17,479,000 was charged to profit and in the line item “expenses” in Note 10.

72
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

12. Property, plant and equipment (cont’d)

Furniture,
fittings and
office Motor
Company Computer equipment vehicles Total
$’000 $’000 $’000 $’000

Cost

At 1 January 2007 164 128 298 590


Additions 56 5 − 61
Written off (136) (25) − (161)

At 31 December 2007 and 1


January 2008 84 108 298 490
Additions – 9 – 9
Disposal – – (298) (298)

At 31 December 2008 84 117 – 201

Accumulated depreciation

At 1 January 2007 164 128 133 425


Charge for the year 56 5 44 105
Written off (136) (25) − (161)

At 31 December 2007 and 1


January 2008 84 108 177 369
Charge for the year – 9 39 48
Disposal – – (216) (216)

At 31 December 2008 84 117 – 201

Net book value

At 31 December 2008 – – – –

At 31 December 2007 − − 121 121

Assets held under finance leases

The carrying amount of machinery and equipment held under finance leases as at 31  December
2008 was approximately $203,000 (2007: $1,210,000).

Leased assets are pledged as security for the related finance lease liabilities.

73
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

13. Prepaid land lease payments

Group
2008 2007
$’000 $’000
(Restated)
Cost
At 1 January 2,174 1,567
Addition 2,978 688
Exchange differences 66 (81)

At 31 December 5,218 2,174

Accumulated amortisation
At 1 January 463 453
Amortisation for the year 18 40
Exchange differences 3 (30)

At 31 December 484 463

Net carrying amount 4,734 1,711

Amount to be amortised:
– Not later than one year 101 10
– Later than one year but not later than five years 406 170
– Later than five years 4,227 1,531

4,734 1,711

Current (Note 23) 101 10


Non-current 4,633 1,701

4,734 1,711

The Group has 4 leasehold land in People’s Republic of China (PRC) where the Group’s PRC
manufacturing and storage facilities reside. The leasehold land is transferable and has a remaining
tenure ranges from 39 to 50 years (2007: 40 to 51 years).

74
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

14. Intangible assets

Deferred
Club expen-
Group memberships Goodwill diture Patents Total
$’000 $’000 $’000 $’000 $’000

Cost

Balance 1 January
2007 333 16,317 5,706 3,925 26,281
Written off − − (2,047) − (2,047)
Disposal of subsidiary (206) (16,374) (3,659) (3,926) (24,165)
Currency realignment 41 57 − 1 99

At 31 December 2007
and 1 January 2008 168 − − − 168
Disposal (9) – – – (9)
Currency realignment 1 – – – 1

At 31 December 2008 160 – – – 160

Accumulated amortisation and impairment


loss

Balance 1 January
2007 − − 5,030 3,821 8,851
Amortisation for the
year − − 190 100* 290
Impairment loss 28 − − − 28
Written off − − (1,561) − (1,561)
Disposal of subsidiary − − (3,659) (3,923) (7,582)
Currency realignment − − − 2 2

At 31 December 2007
and 1 January 2008 28 − − − 28
Disposal (9) − − − (9)

At 31 December 2008 19 − − − 19

Net book value

At 31 December 2008 141 − − − 141

At 31 December 2007 140 − − − 140

* Amortisation of patents relates to research and development expenditure has been included
in the “raw materials and production overheads” line item in the income statement.

75
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

14. Intangible assets (cont’d)

Club Deferred
Company memberships expenditure Total
$’000 $’000 $’000

Cost

At 1 January 2007 28 2,047 2,075


Written off − (2,047) (2,047)

At 31 December 2007 and 1 January 2008 28 − 28


Disposal (9) − (9)

Balance at 31 December 2008 19 − 19

Accumulated amortisation

At 1 January 2007 − 1,371 1,371


Amortisation for the year − 190 190
Impairment loss 28 − 28
Written off − (1,561) (1,561)

At 31 December 2007 and 1 January 2008 28 − 28


Disposal (9) − (9)

At 31 December 2008 19 − 19

Net book value

At 31 December 2008 − − −

At 31 December 2007 − − −

• Deferred expenditure represents license fee payable under cross licensing/licensing agreements
for use of certain patents. The remaining deferred expenditure was written off as it relates
to patents pertaining to MPT operations which was disposed off on 7 November 2007.

• Patents represent costs of developing intellectual property relating to patents on new products
and process technologies.

76
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

15. Investment in subsidiaries


Company
2008 2007
$’000 $’000

Investment in subsidiaries, at cost 47,061 163,054


Less: Disposal of subsidiary – (148,934)
47,061 14,120

Analysis of impairment loss:


Balance at beginning of year – 8,006
Written-back to income statement on disposal of subsidiary – (8,006)
Balance at end of year – −

Please see Note 3 for details of subsidiaries.

Disposal of ME Electronic Products Limited (“MEP”) and Go Smart Technologies


(Shenzhen) Co., Ltd (“GSS”)

The Group disposed of 100% equity interest in MEP and GSS on 31 August 2008 for a cash
consideration of HK$491,000 (S$90,000) and HK$624,000 (S$115,000) respectively.

No gain or loss on disposal of MEP and GSS was being recorded. The value of assets and liabilities
of MEP and GSS recorded on the consolidated financial statements as at 31 August 2008, and the
cash flow effect of MEP and GSS were:

2008
$’000

Net assets disposed of:


Property, plant and equipment 61
Cash and cash equivalents 273
Prepayment and other receivables 33
Accruals and other payables (43)
Due to a subsidiary (119)

205
Results on disposal of subsidiaries –

Consideration from disposal 205


Less: Cash and cash equivalents disposed (273)
Net cash outflow from sale of MEP and GSS (68)

77
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

15. Investment in subsidiaries (cont’d)

Disposal of Magnecomp Precision Technologies Public Company (“MPT”) in year


2007

The Company disposed of 64.3% equity interest in MPT on 7 November 2007 for a cash consideration
of US$106.5 million ($153.1 million).

The Company entered into a put and call option agreement with TDK Corporation (“TDK”) in respect
of its remaining 10% equity interest in MPT. As the terms and conditions of the put and call options
differ, the Company has redesignated the 10% equity interest investment as “held-for-trading” and
accounted for it at fair value as at year end.

In addition, the Company also received US$5.0 million ($7.2 million) from the change of name of
the Company from “Magnecomp International Limited” to “InnoTek Limited” and the provisions
of other undertakings under the undertaking agreement with TDK. The undertaking agreement
provided, inter alia, for the Company to assist TDK to procure the remaining equity interest in MPT
for a maximum amount of US$5.0 million. As at 31 December 2007, TDK had attained 98.93%
equity interest in MPT and an amount of US$4.8 million ($6.9 million) was recognised as income.
As at 31 December 2007, the Company made a provision of $6.9 million in respect of undertakings
given pursuant to the sale and purchase agreement. As at 31 December 2008, management has
assessed the provision for undertakings for sale of MPT and write-back the provision as it is no
longer required.

The disposal of MPT results in a gain on sale of MPT amounting to $72,292,000 and the value
of assets and liabilities of MPT pertaining to the 64.3% equity interest in MPT recorded in the
consolidated financial statements as at 7 November 2007, and the cash flow effect of MPT disposal
were:

Group
2007
$’000

Current assets 59,303


Cash and cash equivalent 5,300
Non-current assets 205,459
Current liabilities (104,150)
Non-current liabilities (71,525)
Minority Interest (18,484)
Reserves 3,722

Carrying values of net assets 79,625


Gain on disposal of MPT (Note 10) 72,292

Consideration from disposal, net of expense 151,917


Less: Cash and cash equivalents disposed (5,300)
Net cash inflow from sale of MPT 146,617

78
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

15. Investment in subsidiaries (cont’d)

The Group also recorded a gain from the fair value change for the balance of the 10% shareholding
in MPT representing 208,486,179 MPT shares held under the put and call option agreement with
TDK as follows:

Group and Company


2008 2007
$’000 $’000

Investment Securities

Market price of the 208,486,179 MPT shares as at 31 December 23,384 22,968


Fair value change for investment held for trading 416 10,666

Acquisition of subsidiary

On 2 January 2007, the Group’s subsidiary, Mansfield Manufacturing Company Limited acquired
75% equity interest in Exerion Precision Technology Holding B.V. (“Exerion”). Exerion is engaged in
engineering, production and assembly of complex frame structures and functional modules primarily
of document-processing and medicinal appliance and equipment. The purchase consideration was
in the form of the conversion of a convertible loan of S$3,944,000 extended to Exerion in the
previous year and cash of $81,000.

The fair values of the identifiable assets and liabilities of Exerion as at the date of acquisition were:

Fair value Carrying


recognised amount
on before
acquisition combination
$’000 $’000

Property, plant and equipment 2,757 2,757


Investment in associate 214 214
Deferred tax assets 2,823 2,823
Inventories 8,442 8,442
Trade receivables 3,623 3,623
Other receivables 693 693
Cash and bank balances 348 348
Interest-bearing loans and borrowings (2,003) (2,003)
Trade payables (7,458) (7,458)
Other payables and accruals (1,830) (1,830)
Minority interests (1,903) (1,903)

Net identifiable assets 5,706 5,706

Excess over the cost of acquisition recognised in the income


statement (Note 5) (1,681)
Consideration for acquisition 4,025

79
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

15. Investment in subsidiaries (cont’d)

Fair value
recognised
on
acquisition
$’000

Satisfied by:
Cash paid 81
Conversion of convertible loan* 3,944
4,025

* The convertible loan was classified as deposit as at 31 December 2007.

The effect of acquisition on cash flows is as follows:


2007
$’000

Total consideration for 75% equity interest acquired 4,025


Less: Non-cash consideration (3,944)

Consideration settled in cash 81


Cash and bank balance of newly acquired subsidiary (348)
Net cash inflow on acquisition (267)

The subsidiary acquired during the year contributed $43.2 million to the Group’s continuing
operation’s revenue and a loss after tax before minority interest from continuing operations of $0.8
million.

Had acquisition taken place at the beginning of the year, the revenue and the profit after tax from
continuing operations for the year would have been $448.9 million and $21.7 million respectively.

Acquisition of minority interest

(a) On 14 March 2008, the Company entered into a sale and purchase agreement with Mr.
To Wai Hung, a minority shareholder of its subsidiary, Mansfield Manufacturing Company
Limited (“MSF”), to acquire the remaining 21,347 ordinary shares of MSF, which represents
approximately 16.67% of the paid-up share capital of MSF.

The consideration for this purchase comprises:

(i) the sum of $2,966,611 payable in cash (“Cash Consideration”); and

(ii) the allotment by the Company to Mr. To Wai Hung of 15,787,000 ordinary shares
of the Company, representing approximately 6.5% of the issued share capital of the
Company (including treasury shares) as at 14 March 2008 (“Share Consideration”).

80
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

15. Investment in subsidiaries (cont’d)

Acquisition of minority interest (cont’d)

(a) The Share Consideration comprises treasury shares that the Company purchased pursuant
to the InnoTek share purchase mandate approved by its shareholders at the Extraordinary
General Meeting held on 1 November 2008 and held as treasury shares.

As a result of this acquisition, MSF became a wholly-owned subsidiary of the Company. On


the date of acquisition, the book value of the additional interest acquired was $15,386,000.
The difference between the consideration and the book value of the interest acquired of
$185,000 is reflected in equity as gain on acquisition of minority interests. The difference
between the cost of treasury shares acquired and fair value on treasury shares reissuance
date of $743,000 is reflected in equity as a loss.

(b) On 31 July 2007, the Company’s subsidiary, Mansfield Manufacturing Company Limited
acquired an additional 12.5% equity interest in Magix Mechatronics Company Limited from
its minority interest for a cash consideration of $2.0 million (HK$10.1 million). The difference
between the carrying amount of the interest acquired ($2,073,000) and the consideration is
taken to equity as other reserve on acquisition of minority interest.

16. Investment in associates

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Unquoted shares at cost 1,667 4,036 – 3,822


Share of post-acquisition loss (563) (1,566) – −
Impairment loss (825) (1,049) – (2,599)
Currency realignment (22) (4) – −
Transfer to other investment
(Note 19) – (1,223) – (1,223)
257 194 – −

Mayax, Inc. has suffered losses since its incorporation. In view of the deteriorating operating
results of Mayax, Inc., the Group has provided an impairment loss of $825,000 (2007: $Nil).

Please see Note 3 for details of associates.

The summarised financial information of the associates, not adjusted for the proportion of ownership
interest held by the Group, is as follows:
Group
2008 2007
$’000 $’000
Assets and liabilities:
Total assets 7,632 732
Total liabilities (3,042) (317)
Results:
Revenue 4,289 599
Loss for the year (2,866) (31)

81
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

17. Investment in joint venture

Group
2008 2007
$’000 $’000

Share of net assets – 357

Particulars of the jointly-controlled entity as at 31 December 2007 are as follows:

Nominal value Percentage of


Place of incorporation of issued equity attributable Principal
Name and operation common stock to Group activities

Mayax, Inc. San Diego County, US$2,000,000 41.67% Metal stamping


California, USA

The above investment in the jointly-controlled entity is indirectly held through a wholly-owned
subsidiary of the Company.

Mayax, Inc. was accounted for as a jointly-controlled entity as at 31 December 2007 as the Group
had joint control over Mayax, Inc. Pursuant to the amended and restated joint venture agreement
dated 1 January 2008 entered into between the Group and YG Holdings Limited (“YG”), the other
joint venture partner of Mayax, Inc., additional shares in Mayax, Inc. were subscribed by YG and
the Group’s equity interest therein was diluted from 41.67% in 2007 to 20% in 2008. Thereafter,
the Group no longer has joint control but has been in a position to exercise significant influence
over Mayax, Inc. Accordingly, the Group’s interest in Mayax, Inc. has been accounted for as an
associate since then (Note 16).

The aggregate amounts of the current assets, non-current assets, current liabilities, income and
expenses related to the Group’s interest in the jointly-controlled entity as at 31 December 2007
were as follows:

2007
$’000

Share of jointly-controlled entity were as follows:


Current assets 3,975
Non-current assets 315
Current liabilities (3,933)
Net assets 357

Results:
Revenue −
Expenses −

82
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

18. Deferred tax

Consolidated income
Group statement Company
2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000

Deferred tax assets


Unutilised tax losses – 2,625 2,865 – – –
Currency realignment – 392 – – – –
– 3,017 2,865 – – –

Deferred tax liabilities


Differences in
depreciation (1,954) (2,120) (166) 167 – −
Foreign income not
remitted (194) (194) – (928) (194) (194)
(2,148) (2,314) 2,699 (761) (194) (194)

Unrecognised temporary differences relating to investment in subsidiaries

At 31 December 2008, there was no significant unrecognised deferred tax liability (2007: Nil) for
taxes that would be payable on the unremitted earnings of the subsidiary of the Group, as the
Group has no liability to additional tax should such amounts be remitted.

Tax consequences of proposed dividends

There are no income tax consequences (2007: Nil) attached to the dividends to the shareholders
proposed by the Company but not recognised as a liability in the financial statement.

19. Other investments

Group and Company


2008 2007
$’000 $’000
Available-for-sale:
Unquoted shares at cost:
Balance at beginning of year 3,116 2,105
Additions – 1,011
Disposal (482) –
Transferred from investment in associates (Note 16) – 1,223
Impairment loss – (1,223)
Balance at end of year 2,634 3,116

The Company invested into a non-listed company in California (United States), Daylight Solutions
Inc. in 2006. The principal activities of Daylight Solutions Inc. include developing, manufacturing
and selling unique molecular detection and imaging instrumentation that offers significant
advancement in the areas of medical diagnostics, homeland security, military applications and
industrial controls.

83
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

19. Other investments (cont’d)

The Company disposed of 305,000 shares in Daylight Solutions Inc. on 13 November 2008 for a
cash consideration of US$500,000 (S$714,000). Accordingly, the investment in Daylight Solution
Inc. was diluted from 14.4% to 10.0% during the year.

In the year 2007, the Company transferred investment in associates of $1,223,000 to other
investments as the Company’s interest in this entity has diluted from 48% in the year 2006 to 6%
in the year 2007 due to a capital restructuring exercise conducted by this entity. The Directors
do not expect the investment to be recoverable and a full provision for the same amount has been
made accordingly. This impairment loss is included in the line item “other operating expenses” in
the income statement.

20. Inventories

Group
2008 2007
$’000 $’000
(Restated)

Finished goods 12,415 15,278


Work-in-progress 8,495 10,185
Raw materials 15,855 14,756
Total inventories at lower of cost and net realisable value 36,765 40,219

During the year, the Group wrote down approximately $928,000 (2007: write-back of $4,583,000)
of inventories as expenses/income in the income statement.

In the year 2007, the Group wrote down approximately $1,524,000 of inventories which is
recognised as expense in the income statement in the “raw material and production overhead” line
item, and the “expenses” line item in Note 10.

21. Trade receivables

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Trade receivables 88,281 101,424 – −


Amounts due from subsidiaries – − 584 956
88,281 101,424 584 956
Allowance for doubtful trade
receivables (1,187) (1,343) – −
87,094 100,081 584 956

Trade receivables

The above balances are non-interest bearing and are generally on 30 to 90 days’ terms. They
are recognised at their original invoice amounts which represents their fair values on initial
recognition.

84
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

21. Trade receivables (cont’d)

Trade receivables (cont’d)

Included in trade receivables are amount due from minority shareholders of subsidiaries of
$24,381,000 (2007: $45,565,000).

Amount due from subsidiaries

The above balances are unsecured, non-interest bearing, and are repayable on demand. The amounts
will be settled in cash.

Allowance for doubtful trade receivables

For the year ended 31 December 2008, an impairment loss of $324,000 (2007: $612,000) was
recognised in the income statement subsequent to a debt recovery assessment performed on trade
receivables as at year end.

The Group’s trade receivables that are impaired at the balance sheet date and the movement of the
allowance accounts are as follows:
Group
2008 2007
$’000 $’000

Movement in allowance accounts:


At 1 January (1,343) (1,284)
Charge for the year (324) (612)
Written off 435 553
Currency realignment 45 –
At 31 December (1,187) (1,343)

The above represents a provision for individually impaired trade receivables whose carrying values
aggregate $1,187,000 (2007: $1,343,000) as at year end. The individually impaired trade receivables
relate to customers that were in financial difficulties and the receivables are not expected to be
recovered. The Group does not hold collateral or other credit enhancements over these balances.

Receivables that are past due but not impaired

The Group has trade receivables amounting to $16,149,000 (2007: $21,000,000) that are past
due at the balance sheet date but not impaired. These receivables are unsecured and the analysis
of their aging at the balance sheet date is as follows:
Group
2008 2007
$’000 $’000
Trade receivables past due:
Less than 30 days 6,176 16,338
30 to 60 days 2,972 1,829
61 to 90 days 3,637 1,398
91 to 120 days 990 630
More than 120 days 2,374 805
16,149 21,000

85
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

22. Other receivables

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
(Restated)
Non-current:
Deposits 2,079 5,084 – –

Current:
Deposits 8,097 6,232 62 105
Other debtors 5,464 12,526 22 7,321
13,561 18,758 84 7,426

Included in other debtors are amount due from related company of $357,000 (2007: $Nil). The
balances are unsecured, non-interest bearing and repayable on demand.

23. Prepayments

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
(Restated)
Non-current:
Prepayments 544 390 – –

Current:
Prepaid land lease payments
(Note 13) 101 10 – –
Other prepayments 554 874 – –
655 884 – –

24. Loans to subsidiaries

Loans to subsidiaries disbursed by the Company are unsecured, repayable on demand and are to be
settled in cash. Interest bearing loans bear interest ranging from 3.44% to 5.36% (2007: 3.44% to
5.88%) per annum. The loans are to be settled in cash and are repayable on demand.

86
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

25. Cash and cash equivalents

Cash and cash equivalents as at 31 December were as follows:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Cash and bank balances 34,343 34,321 564 1,063


Fixed deposits 58,715 124,131 58,715 124,131
93,058 158,452 59,279 125,194
Bank overdrafts (Note 26) (4,067) (4,533) – −
88,991 153,919 59,279 125,194

Cash at banks earns interest at floating rates based on daily bank deposit rates at 0.01% to 1.4%
(2007: ranging from 0.72% to 2.9%) per annum. Short-term deposits are made for varying periods
of between one day and three months depending on the immediate cash requirements of the
Group, and earn interest at the respective short-term deposit rates. The weighted average effective
interest rate of short term deposits is 2.76% (2007: 6.80%) per annum.

Bank overdrafts are included in the determination of cash and cash equivalents because they form
an integral part of the Group’s cash management.

Bank overdrafts are repayable on demand and have a weighted average effective interest rate of
6.23% (2007: 6.92%) p.a.

26. Interest-bearing loans and borrowings

Weighted average
effective interest
rate Maturity Group
(p.a.) 2008 2007
$’000 $’000
Current:
Obligations under finance lease,
secured (Note 31) 2.24% 2009 70 288
Bank loans:
Hong Kong dollar HIBOR+1% to1.85% /
PRIBOR+1.75% 2009 24,075 21,811
Amounts owing to bankers HIBOR+1.5% to
1.75% 2009 10,230 18,387
Bank overdrafts (Note 26) EURIBOR+1.5% to
1.75% 2009 4,067 4,533
38,442 45,019
Non-Current:
Obligations under finance lease, 2010 –
secured (Note 31) 2.24% 2013 53 130
Bank loans:
Hong Kong dollar HIBOR+1.25% to 2010 –
1.85% 2011 26,982 27,630
27,035 27,760

87
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

26. Interest-bearing loans and borrowings (cont’d)

The bank overdrafts, amounts owing to bankers and bank loans are secured by Corporate guarantee
of approximately $106,220,000 (2007: $101,328,000) from the Company and $5,000,000 (2007:
$5,000,000) from one subsidiary to the Company.

Obligations under finance leases

These obligations are secured by a charge over the leased assets (Note 12).

Amounts owing to bankers

The amounts of $10,230,000 (2007: $17,193,000) relates to trust receipts payable to banks.
There was no factoring loan as at 31 December 2008 (2007: $1,194,000).

Bank loans

(i) granted a five year term loan on 26 April 2005 for which the full amount of $10.7 million
(HK$50.0 million) had been drawn down. The loan is repayable at an amount of $537,000
(HK$2.5 million) on a equal quarterly instalment basis. The loan balance as at 31 December
2008 was $2.8 million (HK$15.0 million).

(ii) granted a five year term loan on 29 July 2004 for the amount of $13.8 million (HK$70.0
million ). The loan is repayable by 16 quarterly instalments of $863,000 (HK$4.4 million). The
loan balance as at 31 December 2008 was $3.2 million (HK$17.5 million).

(iii) granted a four year term loan of $17.2 million (HK$80.0 million) on 25 October 2005. This
amount is repayable at an amount of $1.15 million (HK$5.3 million) in 14 equal quarterly
instalments basis. The loan balance as at 31 December 2008 was $3.9 million (HK$21.3
million).

(iv) granted a three year term loan of $9.9 million (HK$50.0 million) on 6 June 2006 by a
commercial bank. The loan balance as at 31 December 2008 was $5.1 million (HK$27.3
million).

(v) drew down a five years term loan of $9.2 million (HK$50.0 million) granted on 23 April 2007.
The loan is repayable on 16 equal quarterly instalments commencing 15 months from May
2007. The loan balance as at 31 December 2008 was $8.1 million (HK$43.8 million).

(vi) drew down in September 2008 a 5 years term loan of $18.6 million (HK$100.0 million)
granted on 29 July 2008. The loan is repayable on 10 quarterly instalments of $1.9 million
(HK$10.0 million) commencing 2.5 years after first drawdown

27. Trade payables

Trade payables balance are non-interest bearing and are normally settled on 30 to 90 day terms.

88
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

28. Other payables and accruals

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
(Restated)

Accrued operating expenses 13,853 30,413 997 4,823


Other payables 17,581 11,407 – 566
31,434 41,820 997 5,389

Other payables are non-interest bearing and are normally settled on 30 to 90 day terms.

29. Provisions

Group
Provision Provision
for Provision for Provision
severance for retirement for
benefits undertakings benefits relocation Total
$’000 $’000 $’000 $’000 $’000

At 1 January 2007 142 − 1,378 2,177 3,697


Arising during the year 3,053 6,902 − 591 10,546
Utilised (2,482) − − (2,351) (4,833)
Translation differences (46) − − (71) (117)
Disposal of a subsidiary (667) − (1,378) (346) (2,391)

At 31 December 2007 and


1 January 2008 − 6,902 − − 6,902
Write-back − (6,902) − − (6,902)

At 31 December 2008 – – – – –

Company
2008 2007
$’000 $’000

Balance as at 1 January 2007 6,902 −


Arising during the year – 6,902
Write-back (6,902) –
– 6,902

The provision arose from the undertaking of warranties to TDK pursuant to the MPT sale and
purchase agreement which was completed on 7 November 2007.

During the year ended 31 December 2008, management has assessed the provision for undertakings
for sale of MPT and write-back the provision as it is no longer required (see Note 43 for details on
subsequent event).

89
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

30. Share capital and treasury shares

(a) Share capital


Group and Company
2008 2007
No. of shares No. of shares
’000 $’000 ’000 $’000

Issued and fully paid


At 1 January 242,848 96,648 238,360 94,508
Issued for cash (Note 33) 620 343 4,488 1,396
Transfer of share option
reserve to share capital
upon exercise of Employee
Share Option Plan – – − 744
At 31 December 243,468 96,991 242,848 96,648

The holders of ordinary shares (except treasury shares) are entitled to receive dividends as
and when declared by the Company. All ordinary shares carry one vote per share without
restrictions.

The Group has an employee share option plan (Note 33) under which options to subscribe for
the Company’s ordinary shares have been granted to employees of the Group.

(b) Treasury shares

Group and Company


2008 2007
No. of No. of
shares shares
’000 $’000 ’000 $’000

Issued and fully paid


At 1 January 7,602 6,381 − −
Acquired during the year 18,246 13,625 7,602 6,381
Reissued for acquisition of
minority interest (15,787) (12,978) – –
At 31 December 10,061 7,028 7,602 6,381

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

The Company acquired 18,246,000 (2007: 7,602,000) shares in the Company through
purchases on the Singapore Exchange during the financial year. The total amount paid to
acquire the shares was $13,625,000 (2007: S$6,381,000) and this was presented as a
component within shareholders’ equity.

On 14 March 2008, the Company entered into a sale and purchase agreement with Mr. To
Wai Hung, a minority shareholder of a subsidiary, Mansfield Manufacturing Company limited
(“MSF”), to acquire the remaining 21,397 ordinary shares of MSF, which represents 16.67%
of the issued and paid-up share capital of MSF. 15,787,000 treasury shares were reissued
to Mr. To as part of the consideration under this sale and purchase agreement.

90
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

31. Finance lease commitments

The Group has finance leases for certain item of plant and equipment (Note 12). These leases
are classified as finance leases and expire over the next five years. The average discount rate
implicit in the leases is 2.24% (2007: 4.19%) per annum. These leases have terms of renewal but
no purchase options and escalation clauses. There are no restrictions placed upon the Group by
entering into these leases.

Future minimum lease payments under finance leases together with the present value of the net
minimum lease payments are as follows:
Group
2008 2007
Present Present
Minimum value of Minimum value of
Payments payments payments payments
$’000 $’000 $’000 $’000
(Note 26) (Note 26)

Within one year 72 70 293 288


After one year but not more
than five years 54 53 132 130

Total minimum lease payments 126 123 425 418


Less: Amounts representing
finance charges (3) – (7) −
123 123 418 418

32. Statutory reserve

Under the provision of the Civil and Commercial Code of Thailand, Magnecomp Precision
Technologies Public Company (“MPT”) is required to set aside as legal reserve at least 5% of annual
net income (after deduction of the deficit brought forward, if any) until the reserve reaches 10% of
the company’s authorised capital. The statutory reserve cannot be used for dividend payment. In
year 2007, this subsidiary was disposed of and the statutory reserve was accordingly reversed out
to the net carrying value of MPT in the determination of the gain on disposal.

33. Employee share option plan

(a) InnoTek Employees’ Share Option Plan

The InnoTek Employees’ Share Option Plan (the “Plan”) was approved by the shareholders of
the Company at an Extraordinary General Meeting held on 18 September 2000.

The principal terms of the Plan were set out in the Circular to Shareholders dated 2 September
2000.

The Plan is administered by the Remuneration Committee which approves the dates of grant
after the announcement of the half year and full year results of the Group. The bulk of
the options allocated for grant each year are given out after announcement of the full year
results. The second grant in the year is mainly given to eligible employees who join the Group
during the year and who were left out in the earlier grant.

91
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

33. Employee share option plan (cont’d)

(a) InnoTek Employees’ Share Option Plan (cont’d)

The unissued ordinary shares of the Company under the plan as at 31 December 2008 can
be found under the Section “Options” of the Directors’ Report.

The following table illustrates the number and weighted average exercise prices (WAEP) of,
and movements in, share options during the year:

2008 2007
No. WAEP($) No. WAEP($)

Outstanding at beginning of year (1)


6,313,000 0.95 12,472,000 0.51
Forfeited during the year (754,000) 0.70 (1,671,000) 0.69
Exercised during the year (2)
(Note30(a)) (620,000) 0.55 (4,488,000) 0.31

Outstanding at end of year (3)


4,939,000 1.04 6,313,000 0.95
Exercisable at end of year 2,912,250 1.03 1,491,500 0.71

(1)
Included within these balances are equity-settled options that have not been recognised
in accordance with FRS102 as these equity-settled options were granted on or before
22 November 2002. These options have not been subsequently modified and therefore
do not need to be accounted for in accordance with FRS102.

(2)
The weighted average share price at the date of exercise for the options exercised was
$0.77 (2007: $0.87).

(3)
The range of exercise prices for options outstanding at the end of the year was $0.49
to $1.23 (2007: $0.16 to $1.23). The weighted average remaining contractual life for
these options is 6.4 years (2007: 7.2 years).

There is no share option granted in year 2008 (2007: Nil).

(b) Magnecomp Precision Technology Public Company Limited (“MPT”) – Warrants (Share Option
Plan)

With the completion of disposal of MPT on 7 November 2007, the MPT-Warrant (Share
Option Plan) which was reported as discontinued operation in 2007 is not applicable in year
2008.

92
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

34. Related party transactions

In addition to the related party information disclosed elsewhere in the financial statements, the
following significant transactions between the Group and related parties who are not members of
the Group took place during the year at terms agreed between the parties:

(a) Sales and purchases of goods, services and motor vehicle

Group
2008 2007
$’000 $’000

Sale of finished goods to a company related to a director of


a subsidiary 47,406 44,168
Sale of finished goods to a minority shareholder 57,338 99,728
Provision of services (41) (48)
Sale of motor vehicle to a director 98 –

Company related to a director of a subsidiary

One of the directors of a subsidiary of Mansfield Group is also a director of a company to


which the subsidiary has sold goods relating to office automation and television parts.

(b) Acquisition of minority interest

On 14 March 2008, the Company entered into a sale and purchase agreement with Mr To
Wai Hung, a minority shareholder and a director of its subsidiary, Mansfield Manufacturing
Limited (“MSF”), to acquire the remaining 21,347 ordinary shares of MSF (see Note 15).

Company
2008 2007
$’000 $’000

Acquisition of minority interest 15,202 –

(c) Disposal of subsidiaries

On 31 August 2008, the Group disposed of 100% equity interest in ME Electronic Products
Limited (“MEP”) and Go Smart Technologies (Shenzhen) Co. Ltd. (“GSS”) to Mr To Wai Hung,
director of the Company and a third party (see Note 15).

Group
2008 2007
$’000 $’000

Disposal of MEP and GSS 205 –

93
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

34. Related party transactions (cont’d)

(e) Compensation of key management personnel

Group
2008 2007
$’000 $’000

Directors’ fees 189 211


Short-term employee benefits 4,405 5,759
Central Provident Fund contributions 112 38
Employee share option plan expense 163 901
Termination benefits – 1,741
Compensation and other payment on disposal of MPT – 2,680
Total compensation paid to key management personnel 4,869 11,330

Comprise amounts paid to:


– Directors of the Company 3,443 5,053
– Other key management personnel 1,426 6,277
4,869 11,330

The remuneration of key management personnel are determined by the remuneration


committee having regard to the performance of individuals and market trends.

Interest of key management personnel in employee share option plan

(i) At 1 January 2008 the key management personnel held options to purchase ordinary shares
of the Company under the InnoTek Employees’ Share Option Plan (the “Plan”) (Note 33) as
follows:

 125,000 (2007: 500,000) ordinary shares at a price of $0.49 (2007: $0.49) each,
exercisable between 18 August 2005 and 18 August 2013
 584,000 (2007: 1,295,000) ordinary shares at a price of $0.69 (2007: $0.69) each,
exercisable between 8 March 2007 and 8 March 2014
 748,000 (2007: 440,000) ordinary shares at a price of $0.97 (2007: $0.97) each,
exercisable between 18 August 2007 and 18 August 2014.
 912,000 (2007: 556,000) ordinary shares at a price of $1.23 (2007: Nil) each,
exercisable between 18 January 2008 and 18 August 2015.

During the year ended 31 December 2008:

 These key management personnel exercised options over 167,000 ordinary shares
(2007: 1,745,000 ordinary shares) at S$0.69 each (2007: $0.16 to $0.71 each), with
a total consideration received by the Company from these key management personnel
of $115,200 (2007: $725,100), in cash.

No share options have been granted to the Company’s non-executive directors.

In year 2007, majority of the key management staff were from MPT which was disposed of
on 7 November 2007. These MPT key management staff were not allotted the share option
with prices of $0.97 and $1.23. In year 2008, the key management staff were from MSF.

94
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

34. Related party transactions (cont’d)

Interest of key management personnel in employee share option plan (cont'd)

(ii) Magnecomp Precision Technology Public Company Limited Share Option Plan

The expense at fair value for warrants under ESOP#4 was taken up to 7 November 2008, the
date of completion for the disposal of MPT.

35. Directors’ remuneration

Number of directors in remuneration bands:


2008 2007

$500,000 and above* 1 2


$250,000 to $499,999 2 −
Below $250,000** 4 4
7 6

* Includes a director who resigned on 2 September 2008


** Includes a director who deceased on 14 July 2008.

36. Commitments and contingencies

(a) Capital expenditure not provided for in the financial statements:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Commitment in respect of
capital contribution to a joint-
venture entity - 4,027 – –
Commitments in respect of
purchase of property, plant and
equipment 11,465 7,803 – –

(b) The Company and its subsidiaries have issued corporate guarantees amounting to approximately
$106 million (2007: $101 million) in favour of certain financial institutions for banking facilities
extended to the subsidiaries in the Group, of which $95,382,000 (2007: $61 million) was
utilised as at 31 December 2008.

95
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

36. Commitments and contingencies (cont’d)

(c) Operating lease commitments – As lessee

The Group leases certain properties and motor vehicles under lease agreements that are
non-cancellable within a year. Leases for properties are negotiated for various terms up
to 50 years, and those for motor vehicles are leased for 2 years with no renewal option or
escalation clauses included in the contracts. There are no restrictions placed upon the Group
or the Company by entering into these leases. Future minimum lease payments for all leases
with initial or remaining terms of one year or more are as follows:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Within one year 9,814 8,032 60 8,032


After one year but not
more than five years 19,678 16,349 – 16,349
More than five years 6,606 7,455 – 7,455
36,098 31,836 60 31,836

(d) Operating lease commitments - As lessor

The Group sub-leases certain of its office properties under operating lease arrangements, with
leases negotiated up to 3 years. The terms of the leases generally also require the tenants
to pay security deposits and provide for periodic rent adjustments according to the then
prevailing market conditions.

At 31 December 2007, the Group had total future minimum lease receivables under non-
cancellable operating leases with its tenants falling due as follows:

Group
2008 2007
$’000 $’000

Within one year – 87

96
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

37. Financial instruments

The carrying amounts of each of the categories of financial instruments as at the balance sheet are
as follows:
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Financial Assets
Trade receivables 87,094 100,081 584 956
Other receivables and deposits 15,640 23,842 84 7,426
Loans to subsidiary – − 16,615 10,690
Cash and cash equivalents 93,058 158,452 59,279 125,194
195,792 282,375 76,562 144,266

Financial Liabilities
At amortised cost:
Trade payables 76,800 75,997 – −
Other payables and accruals 31,434 41,820 997 5,389
Interest-bearing loans and
borrowings 65,477 72,779 – −
173,711 190,596 997 5,389

The fair value of a financial instrument is the amount at which the instrument could be exchanged
or settled between knowledgeable and willing parties in an arm’s length transaction, other than in
a forced or liquidation sale.

Financial instruments whose carrying amount approximate fair value

The carrying amounts of cash and short term deposits, current trade and other receivables, bank
overdrafts and borrowings, based on their notional amounts, reasonably approximate their fair
values because these are mostly short term in nature or are repriced frequently.

Financial instruments carried at other than fair value

Unquoted investment carried at cost have no market prices and the fair value cannot be reliably
measured using valuation techniques.

Quoted Financial instruments

Fair value is determined directly by reference to their published market bid price at the balance sheet
date.

38. Financial risk management objectives and policies

The Group’s principal financial instruments, other than derivative financial instruments and investment
securities, comprise bank loans and overdraft, finance leases and hire purchase contracts, and cash
and fixed deposits. The main purpose of these financial instruments is to finance the Group’s
operations. The Group has various other financial assets and liabilities such as trade receivables
and trade payables, which arise directly from its operations.

97
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

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

The Group also enters into derivative transactions, including principally interest rate swaps and
forward currency contracts. The purpose is to manage the interest rate risks arising from the
Group’s operations and its sources of financing.

It is, and has been throughout the year under review, the Group’s policy that no trading in derivative
instruments shall be undertaken.

The main risks arising from the Group’s financial instruments are market risk, interest rate risk,
liquidity risk, foreign currency risk and credit risk. The board reviews and agrees policies for
managing each of these risks and they are summarised below. The Group’s accounting policies in
relation to derivative financial instruments are set out in Note 2.24.

Market price risk

Market price risk is the risk that the fair value of future cash flows of the Group’s financial instruments
will fluctuate because of changes in market prices (other than interest or exchange rates). The
Group is exposed to equity price risk arising from its investment in quoted equity instruments.
These instruments are quoted on the Stock Exchange of Thailand (SET) and are classified as held
for trading financial assets. These instruments had been delisted from SET during year 2008.

It is the Group’s policy not to hold and manage investment in quoted equity instruments for
speculative purposes. Any deviation from this policy is required to be approved by the Board of
Directors and Audit Committee. As at 31 December 2007, the Group’s investment in quoted equity
instruments represents the 10% shareholding investment in MPT.

At 31 December 2007, if the SET had been 4% higher/lower with all other variable held constant,
the Group’s profit net of tax would have been $890,000 higher/lower, arising as a result of higher/
lower fair value gains on held for trading investments in equity instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates. The Group’s and
the Company’s exposure to interest rate risk arises primarily from their interest-bearing loans and
borrowings and cash and cash equivalents. The Group’s and the Company’s financial assets and
liabilities at floating rates are contractually repriced at intervals of less than 3 months from the
balance sheet date. The Group’s policy is to obtain the most favourable interest rates available
without increasing its exposure to foreign currency.

98
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

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

Interest rate risk (cont’d)

The following table demonstrates the sensitivity to a reasonably possible change in interest rates,
with all other variables held constant, of the Group’s and the Company’s profit before tax (through
the impact on floating rate loans and borrowings and bank balances and fixed deposit):
Group Company
Increase/ Increase/
(decrease) (decrease)
Increase/ in profit Increase/ in profit
(decrease) before tax (decrease) before tax
% $’000 % $’000
2008
Hong Kong dollar 1 614 – –
Singapore dollar 1 547 1 531
United States dollar 1 141 1 223

Hong Kong dollar (1) (614) – –


Singapore dollar (1) (547) (1) (531)
United States dollar (1) (141) (1) (223)

2007
Hong Kong dollar 1 (658) − −
Singapore dollar 1 − 1 34
United States dollar 1 1,221 1 1,317

Hong Kong dollar (1) 658 − −


Singapore dollar (1) − (1) (34)
United States dollar (1) (1,221) (1) (1,317)

Foreign currency risk

The Group has transactional currency exposures. Such exposures arise from sales or purchases by
operating units in currencies other than the units’ functional currencies to which it relates which
are in Singapore dollar, Euro, Hong Kong dollar and Renminbi. The Group manages its transactional
currency exposures by matching as far as possible, its receipt and payment in each individual
currency. The Group monitors the foreign currency exchange rates closely so as to minimise
potential material adverse effects from these exposure in a timely manner.

The Group primarily utilises forward exchange contracts with maturities of less than twelve months
to hedge foreign currency denominated financial assets, liabilities and firm commitments. Foreign
exchange differences arising from translation of financial statements of foreign subsidiaries are
taken to translation reserve, a component of equity.

The Group and the Company also hold cash and cash equivalents denominated in foreign currencies
for working capital purposes. At the balance sheet date, such foreign currency balances (mainly in
USD) amount to $9,250,000 and $5,763,000 (2007: $136,210,000 and $124,200,000) for the
Group and the Company respectively.

99
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

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

The following table demonstrates the sensitivity at the balance sheet date to a reasonably possible
change in the exchange rate of United States dollar and Renminbi, with all other variables held
constant, of the Group’s profit before tax (due to changes in the fair value of monetary assets and
liabilities):
2008 2007
Increase/ Increase/
(decrease) (decrease)
Increase/ in profit Increase/ in profit
Group (decrease) before tax (decrease) before tax
% $’000 % $’000

Renminbi 5.0 211 5.0 137


United States dollar 0.5 (325) 0.5 871

Renminbi (5.0) (211) (5.0) (137)


United States dollar (0.5) 325 (0.5) (871)

Credit risk

The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that
all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad
debts is not significant. For transactions that are not denominated in the functional currency of the
relevant operating unit, the Group does not offer credit terms without specific approval of the Vice
President of Marketing and Operations Department.

The credit risk of the Group’s other financial assets, which comprise bank balances and other
receivables, arises from default of the counterparty, with a maximum exposure equal to the carrying
amounts of these instruments. The Group is also exposed to credit risk through the granting of
financial guarantees, further details of which are disclosed in Note 36 to the financial statements.

Further quantitative data in respect of the Group’s exposure to credit risk arising from trade
receivables are disclosed in Note 21 to the financial statements.

Liquidity risk

Liquidity risk is the risk of not having access to sufficient funds to meet the Group’s obligation as
they become due. The Group’s and the Company’s exposure to liquidity risk arises primarily from
mismatches of the maturity of financial assets and liabilities. The Group’s and the Company’s
objective is to maintain a balance between continuity of funding and flexibility through the use of
stand-by credit facilities.

100
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

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

The maturity profile of the Group’s financial liabilities as at the balance sheet date, based on the
contractual undiscounted payments, was as follows:

Less 3 to less
On than than 12 1 to 5
Group demand 3 months months years Total
$’000 $’000 $’000 $’000 $’000

2008
Finance lease payables – 18 52 53 123
Interest-bearing loans and
borrowings 4,067 19,401 14,904 26,982 65,354
Trade payables 2,938 70,733 3,129 – 76,800
Financial liabilities included in
other payables and accruals
and provisions 14,700 13,950 2,784 – 31,434
21,705 104,102 20,869 27,035 173,711
2007
Finance lease payables − 212 76 130 418
Interest-bearing loans and
borrowings 4,533 25,301 14,897 27,630 72,361
Trade payables − 73,648 2,349 − 75,997
Financial liabilities included in
other payables and accruals
and provisions 9,357 20,899 4,615 6,949 41,820
13,890 120,060 21,937 34,709 190,596
Company

2008
Financial liabilities included in
other payables and accruals
and provisions – 997 – – 997

2007
Financial liabilities included in
other payables and accruals
and provisions − 5,389 − 6,902 12,291

39. Capital management

The primary objective of the Group’s capital management is to safeguard the Group’s ability to
continue as a going concern and to maintain healthy capital ratios in order to support its business
and maximise shareholder’s value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment
to shareholders, return capital to shareholders or issue new shares. The Group is not subject to
any externally imposed capital requirements. No changes were made in the objectives, policies or
processes during the years ended 31 December 2008 and 31 December 2007.

101
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

39. Capital management (cont’d)

The Group monitors capital using a gearing ratio, which is net debt divided by total capital. Net
debt, is defined as total interest-bearing loans and borrowings less cash and cash equivalents.
Capital is defined as equity attributable to the equity holders of the Company. The Group’s policy
is to keep the gearing ratio below 1.

Group and Company


2008 2007
$’000 $’000

Interest-bearing loans and borrowings (Note 26) 65,477 72,779


Less: Cash and cash equivalents (Note 25) (93,058) (158,452)

Net cash (27,581) (85,673)

Equity attributable to the equity holders of the Company 206,877 231,760


Gearing ratio * *

* Not applicable as the Group is in net cash position.

40. Segment information

Reporting format

The primary segment reporting format is determined to be business segments as the Group’s risks
and rates of return are affected predominantly by differences in the products and services produced.
Secondary information is reported geographically. The operating businesses are organised and
managed separately according to the nature of the products and services provided, with each
segment representing a strategic business unit that offers different products and serves different
markets.

Business segments

The MPT segment offers suspension assemblies to disk drive manufacturers. This segment has
been classified as a discontinued operation in year 2007.

The Mansfield segment offers components for office automation machines like copier, printer
and other electrical and electronic products. This segment also provides die making services to
manufacturers of such equipment.

The corporate and other segments include general corporate income and expense items.

Geographical segments

The Group’s geographical segments are based on the location of the Group’s assets. Sales to
external customers disclosed in geographical segments are based on the geographical location of
its customers.

102
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

40. Segment information (cont’d)

Allocation basis and transfer pricing

Segment results, assets and liabilities include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets,
income tax and deferred tax assets and liabilities, interest-bearing loans and related expenses.

Transfer prices between business segments are set on an arm’s length basis in a manner similar to
transactions with third parties. Segment revenue, expenses and results include transfers between
business segments. These transfers are eliminated on consolidation.

The Group generally accounts for inter-segment sales and transfers as if the sales or transfers were
to third parties at current market prices. Revenues are attributed to geographical areas based on
the location of the assets producing the revenues. Segment assets consist primarily of fixed assets,
current assets, intangibles and exclude investment in associates and joint ventures. Segment
liabilities comprise mainly of operating liabilities and exclude income tax liabilities.

(a) Business segments

The following table presents revenue and results information regarding the Group’s business
segments for the years ended 31 December 2008 and 2007:

Continuing Operations Discontinued


Corporate Operation
Mansfield and others Elimination Total MPT Consolidated
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Revenue:
Sales to external
customer 421,559 448,935 – − – − 421,559 448,935 – 334,130 421,559 783,065
Management fee – − 891 3,527 (891) (3,527) – − – – – −
Intercompany
interest income – − 928 234 (928) (234) – − – – – −
Other income 1,813 3,251 2,273 1,190 – – 4,086 4,441 – 3,010 4,086 7,451

Total revenue and


other income 423,372 452,186 4,092 4,951 (1,819) (3,761) 425,645 453,376 – 337,140 425,645 790,516

Segment results 2,849 32,590 574 (564) (928) (2,945) 2,495 29,081 – (26,464) 2,495 2,617
Finance cost (3,383) (4,172) – (79) 928 234 (2,455) (4,017) – (7,671) (2,455) (11,688)
Share of loss of
unconsolidated
associates (548) (15) – − – – (548) (15) – – (548) (15)
Net gain on partial
disposal – − – − – – – − – 72,292 – 72,292
Fair value change
for investment
held for trading – − 416 − – – 416 − – 10,666 416 10,666

(Loss)/profit
before tax (92) 25,049 – 48,823 (92) 73,872
Tax expense (6,181) (3,303) – (1,734) (6,181) (5,037)
(Loss)/profit for
the year (6,273) 21,746 – 47,089 (6,273) 68,835

103
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

40. Segment information (cont’d)

(a) Business segments (cont’d)

The following table presents assets, liabilities and other segment information regarding the
Group’s business segments for the years ended 31 December 2008 and 2007:

Continuing Operation Discontinued


Corporate Operation
Mansfield and others Total MPT Consolidated
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Segment assets 304,596 290,931 85,381 158,825 389,977 449,756 – – 389,977 449,756
Investment in associates and
joint ventures 257 551 – − 257 551 – – 257 551

Total assets 304,853 291,482 85,381 158,825 390,234 450,307 – – 390,234 450,307

Segment liabilities 107,237 108,943 997 12,291 108,234 121,234 – – 108,234 121,234
Unallocated liabilities – − – − 69,746 77,296 – – 69,746 77,296

Total liabilities 107,237 108,943 997 12,291 177,980 198,530 – – 177,980 198,530

Capital expenditure 50,687 44,763 10 61 50,697 44,824 – 59,860 50,697 104,684

Depreciation 18,224 15,286 49 104 18,273 15,390 – 51,499 18,273 66,889

Impairment loss on club


membership – − – 28 – 28 – – – 28
Impairment loss on property,
plant and equipment 1,710 − – – 1,710 − – 17,479 1,710 17,479
Property, plant and equipment
written-off 3,546 – – – 3,546 – – – 3,546 –
Write-back of provision for
undertakings – – 6,902 – 6,902 – – – 6,902 –
Impairment loss on investment
in associate 825 – – – 825 – – – 825 –
Impairment loss on other
investment – − – 1,223 – 1,223 – – – 1,223
Amortisation of intangible
assets – − – 190 – 190 – 100 – 290

104
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

40. Segment information (cont’d)

(b) Geographical segments

The following table presents revenue and information regarding the Group’s geographical
segments for the years ended 31 December 2008 and 2007:

Thailand/USA Hong Kong/PRC Singapore Europe Elimination Consolidated


2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 S’000 S’000 S’000 S’000 $’000 $’000 $’000 $’000

Revenue and income


from continuing
operation
Sales to external
customer – − 376,205 405,709 – − 45,354 43,226 – − 421,559 448,935
Management fee – − – – 891 3,527 – − (891) (3,527) – −
Intercompany interest
income – − – – 928 234 – − (928) (234) – −
Other income – − 1,813 3,296 2,273 1,145 – − – − 4,086 4,441

Total revenue and


income – − 378,018 409,005 4,092 4,906 45,354 43,226 (1,819) (3,761) 425,645 453,376
Add: Revenue and
income attributable
to discontinued
operation
Sales to external
customer – 299,157 – 34,973 – – – − – − – 334,130
Other income – 2,422 – 588 – – – − – − – 3,010

Total revenue and


income – 301,579 – 35,561 – – – − – − – 337,140

Segment revenue and


income
Sales to external
customer – 299,157 376,205 440,682 – – 45,354 43,226 – − 421,559 783,065
Management fee – − – – 891 3,527 – − (891) (3,527) – −
Intercompany interest
income – − – – 928 234 – − (928) (234) – −
Other income – 2,422 1,813 3,884 2,273 1,145 – − – − 4,086 7,451

Total revenue and


income – 301,579 378,018 444,566 4,092 4,906 45,354 43,226 (1,819) (3,761) 425,645 790,516

105
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

40. Segment information (cont’d)

(b) Geographical segments (cont’d)

The following table presents capital expenditure and certain assets information regarding the
Group’s geographical segments for the years ended 31 December 2008 and 2007:

Thailand/USA Hong Kong/PRC Singapore Europe Consolidated


2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
$’000 $’000 $’000 $’000 S’000 S’000 S’000 S’000 $’000 $’000

Other segment information:


Segment assets – − 283,420 274,674 85,381 158,826 21,176 16,256 389,977 449,756
Investment in associates and
joint ventures – − – − – – 257 551 257 551

Total assets – − 283,420 274,674 85,381 158,826 21,433 16,807 390,234 450,307

Capital expenditure – 57,683 49,179 44,937 10 – 1,508 2,064 50,697 104,684

41. Dividends on ordinary shares


Group and Company
2008 2007
$’000 $’000
Declared and paid during the year
Dividends on ordinary shares:
Interim tax exempt (one-tier) dividend 23,506 24,161

42. Comparatives

During the year, the Group reclassified certain items in the financial statements. The directors
consider such reclassification allows a more appropriate presentation and better reflects the nature
of the transaction. The comparative amounts of certain items in the financial statements have been
reclassified to conform with the current year’s presentation. Details of comparative figures restated
in the balance sheet as at 1 January 2008 are as follows:

Group
As
As previously
Restated stated
$’000 $’000
Non-current assets
Property, plant and equipment 95,808 97,518
Prepaid land lease payment 1,701 –
Deposit paid for purchase of property, plant and equipment 2,623 –
Prepayments and other deposits 5,474 –

Current assets
Inventories 40,219 36,734
Other receivables and deposits 18,758 26,649
Prepayments 884 1,081

Current liabilities
Other payables and accruals (41,820) (38,335)

106
INNOTEK Limited 2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS


31 December 2008

43. Subsequent events

(a) On 15 January 2009, TDK exercised the call option under the Put and Call Option at an
exercise price of US$16.25 million ($23.38 million). A discount of US$0.25 million ($0.36
million) was given to TDK for early execution of the Put and Call Option and full discharge of
undertakings pursuant to the MPT sale and purchase agreement.

(b) On 10 March 2009, 3,840,000 options were granted to the Group’s and the Company’s
employees under the “InnoTek Employees’ Shares Option Scheme II” plan which was approved
by shareholders at the Extraordinary General Meeting held on 30 April 2008. The option price
for the grant was $0.19 which was based on the average price of the last dealt prices of the
shares traded over five consecutive market days immediately prior to the date of grant of
options.

(c) On 24 February 2009, the Company proposed a final tax exempt (one-tier) dividend of 5.0
cents per ordinary share which amounts to approximately $11.7 million. The proposed
dividend is subject to shareholders’ approval at the AGM.

(d) The corporate tax rate for Singapore company of the Group, as announced by the Government
on 22 January 2009, will be reduced from 18% to 17% with effect from Year of Assessment
2010. This is considered as a non-adjusting subsequent event and the financial effect of
the reduced tax rate will be reflected in the accounts for financial year ending 31 December
2009.

44. Authorisation of financial statements

The financial statements for the year ended 31 December 2008 were authorised for issue in
accordance with a resolution of the Directors on 18 March 2009.

107
INNOTEK Limited 2008 Annual Report

STATISTICS OF SHAREHOLDINGS
As at 23 March 2009

No. of issued shares - 243,468 428


No. of issued shares (excluding Treasury Shares) - 233,407,428
No./Percentage of Treasury Shares - 10,061,000 (4.31%)
Class of Shares - Ordinary Shares
Voting Rights (excluding Treasury Shares) - One vote per share

DISTRIBUTION OF SHAREHOLDINGS

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

1 - 999 11 0.67 1,261 0.00


1,000 - 10,000 1,213 74.01 5,299,128 2.27
10,001 - 1,000,000 404 24.65 27,281,465 11.69
1,000,001 AND ABOVE 11 0.67 200,825,574 86.04

TOTAL 1,639 100.00 233,407,428 100.00

TWENTY LARGEST SHAREHOLDERS

No. Name of Shareholders No. of Shares %

1 HSBC (SINGAPORE) NOMINEES PTE LTD 74,826,300 32.06


2 RAFFLES NOMINEES PTE LTD 54,190,000 23.22
3 CITIBANK NOMINEES SINGAPORE PTE LTD 18,571,174 7.96
4 TO WAI HUNG 16,037,000 6.87
5 DBS NOMINEES PTE LTD 10,523,200 4.51
6 UNITED OVERSEAS BANK NOMINEES PTE LTD 10,067,000 4.31
7 CIMB BANK NOMINEES (S) SDN BHD 4,500,000 1.93
8 COMCRAFT INTERNATIONAL S.A. 4,421,000 1.89
9 DBSN SERVICES PTE LTD 3,729,900 1.60
10 ESTATE OF GOPALA ACHUTA MENON, DECEASED 2,472,000 1.06
11 STEVEN GLENN CAMPBELL 1,488,000 0.64
12 DAIWA SECURITIES SMBC SINGAPORE 940,000 0.40
13 MERRILL LYNCH (SINGAPORE) PTE LTD 887,260 0.38
14 KUANG MING INVESTMENTS PTE LIMITED 791,000 0.34
15 ECKSTEIN ALFRED 774,000 0.33
16 KIM ENG SECURITIES PTE. LTD. 768,000 0.33
17 YONG KOK HOON 550,000 0.24
18 PHILLIP SECURITIES PTE LTD 525,000 0.22
19 DB NOMINEES (S) PTE LTD 507,000 0.22
20 METROOF INDUSTRIES PTY LTD 506,000 0.22

TOTAL 207,073,834 88.73

108
INNOTEK Limited 2008 Annual Report

SUBSTANTIAL SHAREHOLDERS

Percentage of Shareholding in Public’s Hands

Based on information available to the Company as of 23 March 2009, approximately 37.39% of the
issued ordinary shares are held in the hands of the public. Accordingly, the Company has complied with
Rule 723 of the SGX-ST Listing Manual requirement.

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

Direct Interest Deemed Interest


Name of Substantial
Shareholders No. of Shares % No. of Shares %
Advantec Holding SA1 0 0 83,382,300 35.72
Trustee of Chandaria Trust I 2 0 0 83,832,300 35.92
Thai Focused Equity Fund Ltd 3
0 0 45,687,000 19.57
To Wai Hung 16,037,000 6.87 0 0

Notes :
1. Advantec Holding SA is deemed to be interested in the 73,382,300 Shares held by HSBC (Singapore) Nominees
Pte Ltd. and 10,000,000 shares held by United Overseas Bank Nominees Pte Ltd.
2. Trustee of Chandaria Trust I is deemed to be interested in the 83,382,300 Shares held by Advantec Holding
SA as well as a further 450,000 Shares held by Metchem Engineering SA, both of which are wholly-owned by
the Chandaria Trust I.
3. Thai Focused Equity Fund Ltd is deemed to be interested in 45,687,000 Shares held by Raffles Nominees (Pte)
Ltd.

109
INNOTEK Limited 2008 Annual Report

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the 13th Annual General Meeting of INNOTEK LIMITED (“the Company”)
will be held at The Casuarina Suite A, Level 3, Raffles Hotel, 1 Beach Road, Singapore 189673 on
Wednesday, 29 April 2009 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year
ended 31 December 2008 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a first and final tax-exempt (one-tier) dividend of 5 cents per share for the year ended 31
December 2008. (2007: 10 cents per share) (Resolution 2)

3. (i) To re-elect Mr. Yong Kok Hoon (Executive Director) who is retiring by rotation in accordance
with Article 103 of the Company’s Articles of Association and who, being eligible, offers
himself for re-election. (Resolution 3)

(ii) To re-elect Mr. To Wai Hung (Executive Director) who is retiring in accordance with Article
107 of the Company’s Articles of Association and who, being eligible, offers himself for re-
election. (Resolution 4)

(iii) To re-elect Mr. Peter Tan Boon Heng (Non-Executive Director) who is retiring in accordance
with Article 107 of the Company’s Articles of Association and who, being eligible, offers
himself for re-election.

Subject to his re-appointment, Mr. Peter Tan who is considered an independent director, will
be re-appointed as a member of the Executive Committee, Audit Committee, Nominating
Committee and Remuneration Committee. (Resolution 5)

4. To approve the payment of Directors’ fees of S$216,857 for the year ended 31 December 2008
(2007: S$211,225). (Resolution 6)

5. To re-appoint Ernst & Young LLP as the Company’s Auditors for the ensuing year and to authorise
the Directors to fix their remuneration. (Resolution 7)

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

AS SPECIAL BUSINESS

7. Authority to allot and issue new shares

To consider and if thought fit, to pass the following Ordinary Resolution, with or without
modifications:

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INNOTEK Limited 2008 Annual Report

NOTICE OF ANNUAL GENERAL MEETING


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

(a) (i) allot and issue shares in the capital of the Company (“shares”) whether by way of
rights or bonus; and/or

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

at any time and upon such terms and conditions and for such purposes as the Directors may
in their absolute discretion deem fit; and

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

Provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to
be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed 50 per cent (or 100 per cent, in the event of a pro-rata renounceable rights issue) of
the total number of issued shares in the capital of the Company, excluding treasury shares,
(as calculated in accordance with sub-paragraph (2) below) of which the aggregate number of
shares and instruments to be issued other than a pro-rata basis to existing shareholders of the
Company shall not exceed 20 per cent of the total number of issued shares (excluding treasury
shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2)
below);

(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange
Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number
of shares that may be issued under sub-paragraph (1) above, the total number of issued
shares, excluding treasury shares, shall be based on the total number of issued shares in the
capital of the Company, excluding treasury shares, at the time this Resolution is passed, after
adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or subsisting at the
time this Resolution is passed; and

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

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

111
INNOTEK Limited 2008 Annual Report

NOTICE OF ANNUAL GENERAL MEETING


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

8. Authority to offer and grant options and to allot and issue new shares in accordance with the
provisions of the Share Plans

“That approval be and is hereby given to the Directors to offer and grant options in accordance with
the provisions of the InnoTek Employees’ Share Option Plan and/or the InnoTek Employees’ Share
Option Scheme II (collectively, the “Share Plans”) and to allot and issue such number of shares as
may be issued pursuant to the exercise of the options under the Share Plans, provided always that
the aggregate number of shares to be issued pursuant to the Share Plans shall not exceed 15 per
cent (15%) of the total number of issued shares in the capital of the Company, excluding treasury
shares, from time to time.”
[See Explanatory Note (ii)] (Resolution 9)

9. Proposed Renewal of the Share Purchase Mandate

“That:

(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore
(the “Companies Act”), the exercise by the Directors of the Company of all the powers of
the Company to purchase or otherwise acquire issued ordinary shares in the capital of the
Company not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such
price or prices as may be determined by the Directors from time to time up to the Maximum
Price (as hereafter defined), whether by way of:

(i) market purchase(s) on the Singapore Exchange Securities Trading Limited (“SGX-
ST”) transacted through the Central Limit Order Book trading system and/or any other
securities exchange on which the Shares may for the time being be listed and quoted
(“Other Exchange”); and/or

(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case
may be, Other Exchange) in accordance with any equal access scheme(s) as may be
determined or formulated by the Directors as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance
with all other laws and regulations and rules of the SGX-ST or, as the case may be,
Other Exchange as may for the time being be applicable, be and is hereby authorised
and approved generally and unconditionally (the “Share Purchase Mandate”);

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the
Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
Directors at any time and from time to time during the period commencing from the date of
the passing of this Resolution and expiring on the earlier of:

(i) the date on which the next Annual General Meeting of the Company is held; and

(ii) the date by which the next Annual General Meeting of the Company is required by law
to be held;

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INNOTEK Limited 2008 Annual Report

NOTICE OF ANNUAL GENERAL MEETING


(c) in this Resolution:

“Average Closing Price” means the average of the closing market prices of a Share over the
five (5) consecutive trading days on which the Shares are transacted on the SGX-ST or, as
the case may be, Other Exchange immediately preceding the date of the market purchase
by the Company or, as the case may be, the date of the making of the offer pursuant to the
off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the
SGX-ST, for any corporate action that occurs after the relevant five-day period;

“date of the making of the offer” means the date on which the Company makes an offer
for the purchase or acquisition of Shares from holders of Shares stating therein the relevant
terms of the equal access scheme for effecting the off-market purchase;

“Maximum Percentage” means that number of issued Shares representing 10% of the total
number of issued Shares as at the date of the passing of this Resolution (excluding any
Shares which are held as treasury shares as at that date); and

“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase


price (excluding brokerage, commission, applicable goods and services tax and other related
expenses) which shall not exceed:

(i) in the case of a market purchase of a Share, 105% of the Average Closing Price of the
Shares; and

(ii) in the case of an off-market purchase of a Share, 110% of the Average Closing Price
of the Shares; and

(d) the Directors of the Company and/or any of them be and are hereby authorised to complete
and do all such acts and things (including executing such documents as may be required)
as they and/or he may consider expedient or necessary to give effect to the transactions
contemplated and/or authorised by this Resolution.”
[See Explanatory Note (iii)] (Resolution 10)

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will
be closed on 8 May 2009 for the preparation of dividend warrants. Duly completed transfers in respect of
ordinary shares in the capital of the Company (“Shares”) received by the Company’s Registrar, Boardroom
Corporate & Advisory Services Pte. Ltd., 3 Church Street #08-01 Samsung Hub, Singapore 049483 up
to 5.00 p.m. 7 May 2009 will be registered to determine members’ entitlement to the proposed first and
final dividend. Members whose Securities Accounts with The Central Depository (Pte) Ltd are credited
with Shares in the Company as at 5:00 p.m. on 7 May 2009 will be entitled to the proposed first and
final dividend.

The proposed first and final dividend, if approved at the Annual General Meeting to be held on 29 April
2009, will be paid on 26 May 2009.

By Order of the Board

Linda Sim Hwee Ai


Company Secretary
Singapore, 13 April 2009

113
INNOTEK Limited 2008 Annual Report

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:

(i) The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors of the
Company from the date of this Meeting until the date of the next Annual General Meeting, to issue,
or agree to issue shares and/or grant instruments that might require shares to be issued on a pro
rata basis to shareholders of the Company, up to an aggregate limit of 50 per cent (or 100 per cent
in the event of a pro-rata renounceable rights issue) of the total number of issued share in the capital
of the Company, excluding treasury shares, of which up to 20 per cent may be issued other than a
pro-rata basis to existing shareholders of the Company (calculated as described).

(ii) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors of the
Company, from the date of the above Meeting until the next Annual General Meeting, to offer and
grant options in accordance with the provisions of the InnoTek Employees’ Share Option Plan and/
or InnoTek Employees’ Share Option Scheme II (the “Share Plans”) and to allot and issue shares as
may be issued pursuant to the exercise of options under the Share Plans up to an aggregate limit of
15 per cent (15%) of the total number of issued share in the capital of the Company from, excluding
treasury shares, from time to time (the “15 per cent Limit”). The 15 per cent Limit is calculated by
including the shares which have already been allotted and issued pursuant to the exercise of options
under the Share Plans.

(iii) The Ordinary Resolution 10 proposed in item 9 above, is to renew the mandate to permit the
Company to purchase or acquire issued shares in the capital of the Company on the terms and
subject to the conditions of the Resolution.

The Company may use internal sources of funds, or a combination of internal resources and external
borrowings, to finance the purchase or acquisition of its shares. The amount of funding required for
the Company to purchase or acquire its shares, and the impact on the Company’s financial position,
cannot be ascertained as at the date of this Notice as these will depend on the number of shares
purchased or acquired and the price at which such shares were purchased or acquired and whether
the shares purchased or acquired are held in treasury or cancelled.

The financial effects of the purchase or acquisition of such shares by the Company pursuant to
the proposed Share Purchase Mandate on the audited financial accounts of the Company and its
subsidiary for the financial year ended 31 December 2008, based on certain assumptions, are set
out in paragraph 2.5 of the Letter to Shareholders dated 13 April 2009, which is enclosed together
with the Annual Report 2008.

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled
to appoint a proxy 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 Office of the Company at
1 Finlayson Green #15-02 Singapore 049246 not less than forty-eight (48) hours before the time
appointed for holding the Meeting.

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INNOTEK LIMITED
Company Registration No. 199508431Z
(Incorporated In The Republic Of Singapore)

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

I/We, (Name)

Of (Address)

Being a member/members of INNOTEK LIMITED (the “Company”), hereby appoint:


Name Address NRIC/Passport Proportion of
Number Shareholdings (%)

And /or (delete as appropriate)


Name Address NRIC/Passport Proportion of
Number Shareholdings (%)

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf and, if
necessary, demand for a poll at the 13th Annual General Meeting of the Company to be held on Wednesday,
29 April 2009 at 10.00 a.m. and at any adjournment thereof. The proxy is to vote on the business before the
meeting as indicated below. If no specific direction as to voting is given, the proxy will vote or abstain from
voting at his/her discretion, as he/she will on any other matter arising at the Meeting:

No. Resolutions relating to: For Against


1 Directors’ Report and Accounts for the year ended 31 December 2008
2 Payment of proposed first and final dividend
3 Re-election of Mr Yong Kok Hoon
4 Re-election of Mr To Wai Hung
5 Re-election of Mr Peter Tan Boon Heng
6 Approval of Directors’ fees amounting to S$216,857
7 Re-appointment of Ernst & Young LLP as Auditors
8 Authority to allot and issue new shares
Authority to offer and grant options and to allot and issue new shares in
9 accordance with the provisions of the Share Plans
10 Renewal of Share Purchase Mandate

(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against
the Resolutions as set out in the Notice of the Meeting.)

Dated this day of 2009

Total number of Shares in: No. of Shares


(a) CDP Register
(b) Register of Members

Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
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 defined in Section 130A of the Companies Act, Chapter 50 of Singapore),
you should insert that number of Shares. If you have Shares registered in your name in the Register of
Members, you should insert that number of Shares. If you have Shares entered against your name in the
Depository Register and Shares registered in your name in the Register of Members, you should insert
the aggregate number of Shares entered against your name in the Depository Register and registered in
your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or
proxies shall be deemed to relate to all the Shares held by you.

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

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

4. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company
at 1 Finlayson Green #15-02 Singapore 049246 not less than forty-eight (48) hours before the time
appointed for the Annual General Meeting.

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

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

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete,
improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the
instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case
of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or
proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the
Depository Register as at forty-eight (48) hours before the time appointed for holding the Meeting, as certified
by The Central Depository (Pte) Limited to the Company.
INNOTEK Limited 2008 Annual Report

Corporate Information
Directors Registrar and Share Transfer Agent
Mr. Robert Sebastiaan Lette (Chairman) Boardroom Corporate &
Mr. Steven Glenn Campbell Advisory Services Pte Ltd
(Resigned on 2 September 2008) 3 Church Street #08-01
Mr. Yong Kok Hoon Samsung Hub
Dr. Ong Chit Chung Singapore 049483
(Deceased 14 July 2008)
Prof. Low Teck Seng Registered Address
Mr. To Wai Hung 1 Finlayson Green #15-02
(Appointed on 7 May 2008) Singapore 049246
Mr. Peter Tan Boon Heng Tel: (65) 6535-0689
(Appointed on 17 September 2008) Fax: (65) 6533-2680
Website: www.innotek.com.sg
Executive Committee
Mr. Robert Sebastiaan Lette (Chairman) Auditors
Mr. Yong Kok Hoon Ernst & Young LLP
Mr. To Wai Hung One Raffles Quay
Mr. Peter Tan Boon Heng North Tower, Level 18
Singapore 048583
Audit Committee Partner-in-Charge: Mr. Nagaraj Sivaram
Prof. Low Teck Seng (Chairman) (from 2007)
Mr. Robert Sebastiaan Lette
Mr. Peter Tan Boon Heng Principal Bankers
The Hongkong and Shanghai Banking Corporation
Remuneration Committee/ Bank of China Ltd.
Share Option Plan Committee The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mr. Robert Sebastiaan Lette (Chairman) DBS Bank Ltd.
Prof. Low Teck Seng United Overseas Bank Ltd.
Mr. Peter Tan Boon Heng

Nominating Committee
Mr. Robert Sebastiaan Lette (Chairman)
Prof. Low Teck Seng
Mr. Peter Tan Boon Heng

Secretaries
Ms. Linda Sim Hwee Ai
Ms. Susie Low Geok Eng (Resigned on 31 July 2008)
Ms. Marilyn Tan Lay Hong (Appointed on 11 August 2008)

Sun Mansfield Plant Assembly Section Dongguan Mansfield


INNOTEK Limited
Co. Reg. No.199508431Z
1 Finlayson Green #15-02
Singapore 049246
Tel : (65) 6535 0689
Fax : (65) 6533 2680

www.innotek.com.sg

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