Mission · Announcement of Half-year Financial Results 4 February 2005 Announcement of Third Quarter Financial Results 6 May 2005 Announcement of Full-Year Financial Results 5 August

“PCI aims to be a leading global high technology electronics manufacturing services company.”

“PCI delivers high quality, high value and timely supply chain solutions at competitive cost.”

“PCI’s strategy is to extend its core competence through alliances with a network of technology partners and suppliers to create optimal solutions for customers.”

contentsgroup fi nancial highlights/fi nancial calendar 1

fi ve-year group fi nancial statistics 2

corporate data 3

corporate profi le 4 - 6

senior management 7

board of directors 8 - 9

chairman’s message 10 -11

MissionStatement

Financial Year End 30 June 2005

Announcement of First Quarter Financial Results 5 November 2004

Announcement of Half-year Financial Results 4 February 2005

Announcement of Third Quarter Financial Results 6 May 2005

Announcement of Full-Year Financial Results 5 August 2005

Dispatch of Annual Report to Shareholders 23 September 2005

Annual General Meeting 12 October 2005

Book Closure to Register Members for Dividend Payment 21 October 2005

Proposed Payment of First and Final Dividend 4 November 2005

INCREASE / 2005 2004 (DECREASE) US$’000 US$’000 %

Turnover 144,044 143,763 0.20%

Profit before taxation 8,368 12,140 -31.07%

Profit after taxation 6,354 9,259 -31.37%

Paid up share capital 29,668 29,612 0.19%

US Cents US Cents

Net Asset Value Per Share 24.92 22.32 11.65%

Basic Earnings Per Share 3.21 4.70 -31.70%

Group FinancialHighlights

PCI Limited Annual Report 2005

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FinancialCalendar


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(1) These have been remeasured and presented in United States Dollars due to change in functional currency.

2005 2004 2003(1) 2002(1) 2001(1) US$’000 US$’000 US$’000 US$’000 US$’000

Income Statement

Turnover 144,044 143,763 83,377 91,756 123,119

Profit/(loss) before taxation 8,368 12,140 6,909 4,182 (13,767)

Profit/(loss) after taxation 6,354 9,259 4,462 2,491 (15,988)

Profit/(loss) attributable to shareholders 6,360 9,214 4,495 2,552 (15,986)

Proposed final dividends 2,821 2,784 1,358 864 -

Balance Sheet

Current Assets 51,374 55,894 45,954 50,369 47,348

Property, plant and equipment 10,205 9,478 10,018 10,279 25,282

Available-for-sale investments 23,767 23,001 13,531 1,102 -

Other non-current assets 294 294 257 257 799

85,640 88,667 69,760 62,007 73,429

Shareholders’ equity 49,405 44,161 36,659 33,018 30,215

Current Liabilities 35,497 43,857 32,160 28,133 41,914

Deferred taxation 711 447 785 815 1,223

Minority interests 27 202 156 41 45

Other non-current liabilities - - - - 32

85,640 88,667 69,760 62,007 73,429

Per Share data

Basic Earnings/(Losses) per share (US cents) 3.21 4.70 2.33 1.32 (8.30)

Fully Diluted Earnings/(Losses) per share (US cents) 3.20 4.66 2.31 1.32 (8.30)

Dividend rate per share (less tax) (S$ cents) 3.00 3.00 1.50 1.00 -

Net tangible assets per share (US cents) 24.92 22.32 19.02 17.14 15.69

Issued and paid-up capital (US$’000) 29,668 29,612 28,863 28,849 28,833

Five-year GroupFinancial Statistics


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Corporate Data

Board of Directors

Mr Peh Kwee Chim (Executive Chairman))

Mr Teo Teck Chuan (Chief Executive Officer)

Dr Tan Cheng Bock

Mr Loh Kee Kong

Mr Lim Kwee Siah

Ms Tey Swee Nai Nancy

Audit Committee

Ms Tey Swee Nai Nancy (Chairman)

Dr Tan Cheng Bock

Mr Lim Kwee Siah

Nominating Committee

Dr Tan Cheng Bock (Chairman)

Mr Peh Kwee Chim


Remuneration Committee

Dr Tan Cheng Bock (Chairman)

Mr Peh Kwee Chim


Company Secretary

Mr Lee Keng Poh

Registered Office

386 Jalan Ahmad Ibrahim

Singapore 629156

Telephone: (65) 6265 8181

Facsimile: (65) 6265 3333

Website: www.pciltd.com.sg

Email: [email protected]

Share Registrar

Barbinder & Co Pte Ltd

8 Cross Street #11-00

PWC Building

Singapore 048424

Auditors

Deloitte & Touche

6 Shenton Way #32-00

DBS Building Tower 2

Singapore 068809

Partner-in-Charge : Ms Ng Peck Hoon

Date of Appointment : 1 July 2002


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Harnessing state-of-the-art technology, PCI is

well equipped to deliver integrated solutions

that cater to a global customer base. Our

aim is to offer services at all points in the

manufacturing outsourcing cycle, so as to add

value at each step of the supply chain.

Corporate Profile


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Electronics Manufacturing Services SolutionsPCI Limited delivers manufacturing services to a global customer

base. Our business is to create competitive advantage for our

customers through helping them bring products to market in the

quickest possible time, at the right price and performance point,

and with the highest quality. Everyday PCI provides complete

manufacturing supply chain services to leading global technology

companies.

Whether we are helping to facilitate the launch of new products,

or enhancing the competitiveness of existing projects, PCI offers

services at all points in the manufacturing outsourcing cycle. These

include design, manufacturing engineering, material sourcing and

procurement, assembly, test, and logistics. PCI’s aim is to add value

at each step in the supply chain.

The manufacturing we are engaged in encompasses printed circuit

board assembly, customer user interface design and manufacture,

and full turnkey electronics manufacturing. Examples of projects are

networking and wireless communications products, mobile digital

appliances, liquid crystal modules for mobile communications

products, control panels for computer peripherals, and a broad

range of medical, industrial, and automotive products.

PCI’S CompetenciesPCI’s primary strength is the dedication of our employees, and their

knowledge of all aspects of electronics manufacturing. Combined

with a network of technology and supply chain partners we deliver

a high quality service. With more than thirty years experience in

providing manufacturing solutions, we have a clear understanding

of customer’s technology and supply chain needs.

PCI has its headquarter in Singapore. We also house our Design

& Development Centre, Quality Engineering Laboratory and

Manufacturing Engineering Centre. PCI has manufacturing facilities

in Singapore, Batam and Shanghai. We have flexibility and capacity

to meet the most demanding requirements from low volume to

high volume projects, including high value and high product mix

needs.

Our design team provides product manufacturability and test

solutions at any stage between initial design concepts, through to

helping facilitate the final touches to a new product.

Design engineers interact closely with customer counterparts

on all technical aspects of projects with a constant

exchange of information and design suggestions.

Design activities are based in a fully equipped design center

in Singapore. Our experience includes radio frequency, global

positioning system, liquid crystal module, control panel, printed

circuit board, and mechanical design.

Manufacturing capabilities consist of a range of high volume, or

medium volume surface mount technology (SMT) assembly lines,

and 50 wire bonding machines, with up to date demonstrated

competencies for 0201, chip scale package (CSP), chip on board, chip

on flex, and chip on glass component assembly. Automatic insert

capabilities are available for axial components, radial components

and jumpers. PCI has significant manual assembly (conveyor belt

system) capacity to complete medium to high volume module

level, or full box build assembly.

PCI provides rapid development of test protocol, and

automated test stations for many functional test applications

including telecommunications, networking and RF technologies.

Particular strength is in the design and assembly of jigs and

fixtures for product test requirements.

Supply Chain ManagementPCI’s materials operations take care of our customer’s total material

requirements, encompassing global procurement, purchasing, and

material management. PCI’s purchasing leverage helps to secure

complete bill of materials in time to meet our customers’ product

launches and shipment deadlines.


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Our procurement team works globally, and frequently visits

suppliers to evaluate quality, technology, and deliverability

capabilities. The development of long-term relationships with

suppliers allows us to provide customers the support they need

to source and procure electronic components and mechanical

parts at highly competitive prices.

Materials management takes care of the planning and purchasing

needs for on time delivery, and at the same time controls

carefully the customer’s material procurement commitment,

and logistics. When supply problems surface, we will pro-

actively offer alternative solutions, including product redesign

to replace end of life, costly, or scarce components.

QualityBeing a cost leader in manufacturing does not compromise

our commitment to the highest quality. The company

received ISO 9002 certification for both Singapore and Batam

in early 1993. The certification obtained from both the British

Standards Institute and the Singapore PSB, attest to PCI’s

uncomprising long term commitment to meeting the exacting

quality demands of our customers. Certification was enhanced

in 1999 for our design and development services, with ISO 9001

certification by the Singapore PSB.

PCI is well abreast of the latest development in quality

management. We will have all our ISO certificate awarded to the

latest ISO 9000:2000 standard, and we also plans to achieve the

ISO/TS16949 certification which replaces the QS9000 standard.

The Quality Assurance team serves a vital link between customers

and our manufacturing locations. They play an extremely

active role during project introduction and subsequent quality

improvement.

PCI heavily utilizes a comprehensively equipped Accelerated

Life Test (ALT) laboratory based in our Singapore facility, to

qualify new products, and to provide prediction and diagnosis

of failures.

A Dedicated PartnerPCI is a secure and dependable long-term partner. Our experience

supplying manufacturing solutions to the most demanding global

customers is assurance that PCI can get the job done. Customers

frequently compliment us on providing a responsive and individual

service regardless of the size of the project, and PCI has been

conferred numerous awards by happy customers.

It’s easy to work with PCI, customers have ready access to key

individuals in Singapore, and support from local marketing

personnel. Communications advances and our regular experience

of working late into the night, help eliminate time zone differences.

Once a program starts, a dedicated program manager will ensure

a smooth transition from initiation through to manufacturing. We

have a “can do” attitude, and pro-active in working towards the

best solution for our customers.

PCI has been listed on the Singapore Exchange Securities Trading

Limited since 11 May 1992.

Mr Teo Eng LinChief Operating Officer

Mr Teo joined PCI Limited (“PCI”) in June 1995. He held the

position of Sourcing and Marketing Support Manager from 1995

to 2000. He was appointed as Business Development Manager

in September 2000 and promoted to Vice President, Business

Development responsible for the business development of EMS

Division in October 2001. Mr Teo was appointed as Assistant

Chief Operating Officer in November 2002 and as Chief Operating

Officer in October 2003. He is responsible for the management

of the business activities comprising Business Development,

Engineering, Sourcing, Business Operations, Material Operations

and Manufacturing Operations.

Mr. Teo holds a Bachelor of Electrical Engineering Degree from the

National University of Singapore.

Mdm Wendy TeoSenior Vice President, Operations Control

Mdm Wendy Teo joined PCI in March 1990 as Deputy Finance

Manager. Prior to joining PCI, she was the Accounting Manager of

Chuan Hup Holdings Limited. She was appointed Chief Financial

Officer in January 2000. Mdm Wendy Teo assumed the current

appointment of Senior Vice President, Operations Control, in

November 2004. She assists the Chief Operating Officer to ensure

that Business Operation, Material Operation and Manufacturing

Operation are conducted within the parameters and in

consideration of the company’s business strategy and plan.

Mdm Wendy Teo holds a Diploma in Business Studies from Ngee

Ann Polytechnic and is a member of The Institute of Internal

Auditors Singapore.

Mr Lee Keng PohChief Financial Officer/Company Secretary

Mr Lee joined PCI in 1990 as Finance Manager. He was appointed

Group Financial Controller and Company Secretary in 1993 and

Senior Vice President, Corporate Finance in January 2002. Mr Lee

assumed the current appointment of Chief Financial Officer in

November 2004.

Mr Lee holds a Degree of Bachelor of Accountancy from the then

Singapore Nanyang University and is a member of the Institute

of Certified Public Accountants of Singapore.

Mr Tay Joo ChewVice President, Manufacturing Operations

Mr Tay joined PCI in July 1995 as Quality Assurance Manager. He

is responsible for the manufacturing and engineering operations

of the PCI Group. Prior to joining PCI, he was the Operations

Manager of a US-based multi-national company.

Mr Tay holds a Degree in Business Administration from the

then Royal Melbourne Institute of Technology and a Diploma

in Electronics and Telecommunication Engineering from the

Singapore Polytechnic.

SeniorManagement


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Dr Tan Cheng BockNon-Executive Director

Dr Tan Cheng Bock is a non-executive, independent

Director of PCI. He was appointed as Director

in March 1992. He is also the Chairman of the

Remuneration and Nominating Committees and

a member of the Audit Committee.

A private medical practitioner by profession, Dr

Tan has served as a Member of Parliament for

Ayer Rajah since 1980. He is also the Leader of

the Singapore Southeast Asia Parliamentary

Group, Chairman of the West Coast - Ayer Rajah

Town Council, Vice-Chairman of the South West

Community Development Council and member

of the Government Parliamentary Committee

for Defence and Foreign Affairs. Dr Tan is a board

member of the Land Transport Authority, Chuan

Hup Holdings Limited, Dredging International

Asia Pacific Pte Ltd and the Tsao Foundation. He

is also Chairman of the Advisory Board, Enterprise

Promotion Centre, Chairman of the Advisory

Board, Jurong Health Connect and Advisor of

the Singapore Bank Officers’ Association. In

addition, he is a Fellow of the College of Family

Practitioners, a member of the College of General

Practitioners and an Honorary Member of the

Singapore Medical Association.

Dr Tan obtained his Bachelor of Medicine from the

then University of Singapore in 1968.

Mr Peh Kwee ChimExecutive Chairman

Mr Peh Kwee Chim is an executive Director

of PCI Limited (“PCI”). He was appointed as a

Director and Chairman in November 1989. Mr

Peh has had over 19 years of experience in the

contract manufacturing industry and has been

instrumental in building up the PCI Group. He

oversees the management, strategic planning

and business development of the Group. He is also

a member of the Nominating and Remuneration

Committees.

Mr Peh is also the Managing Director of Chuan

Hup Holdings Limited and a Director of Dredging

International Asia Pacific Pte Ltd and Security

Land Corporation.

Mr Peh graduated from the University of Western

Australia in 1969 with a Bachelor of Engineering

(Mechanical).

Mr Teo Teck ChuanChief Executive Officer

Mr Teo Teck Chuan is an executive Director and the

Chief Executive Officer of PCI. He was appointed

as Director and Chief Operating Officer in October

1994. In October 2003, Mr Teo was appointed

Chief Executive Officer. He is responsible for the

overall performance of the Company. Mr Teo has

had more than 20 years’ working experience in the

electronics and telecommunication industry. His

extensive exposure to the various aspects of the

industry range from research and development,

manufacturing, quality assurance and control to

business development and management.

Mr Teo graduated in 1980 from Ecole Nationale

Supérieure d’Electronique et de Radioélectricité

de Grenoble, France (ENSERG) with a Master in

Engineering degree, with mention trés bien.

Board of Directors


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Mr Loh Kee KongExecutive Director

Mr Loh Kee Kong is an executive Director of PCI.

He was appointed in August 1989.

Mr Loh is also a Director of Chuan Hup Holdings

Limited, CH Offshore Ltd, Finbar International

Ltd and Cedar Woods Properties Ltd.

Mr Loh graduated from the then University

of Singapore in 1976 with a Bachelor of

Accountancy degree and is a member of the

Institute of Certified Public Accountants of

Singapore.

Mr Lim Kwee SiahNon-Executive Director

Mr Lim Kwee Siah is a non-executive executive

Director of PCI. He was appointed in August

1989. Mr Lim is also a member of the Audit

Committee.

Mr Lim is also a Director of Chuan Hup Holdings

Limited and CH Offshore Ltd.

Mr Lim graduated from the then University

of Singapore in 1976 with a Bachelor of

Accountancy degree and is a Fellow Member

of the Institute of Certified Public Accountants

of Singapore.

Ms Tey Swee Nai NancyNon-Executive Director

Ms Tey Swee Nai Nancy is a non-executive

independent Director and was appointed to

this position in February 2005. She is also

the Chairman of the Audit Committee and a

member of the Nominating and Remuneration

Committees.

Ms Tey has extensive experience in accounting,

auditing and tax. She worked as an Assistant

Examiner in the Income Tax Department

(now known as Inland Revenue Authority)

from 1962 to 1967. In 1967, she joined Peat,

Marwick, Mitchell & Co (now known as KPMG)

as a Tax Senior before being promoted to Tax

Manager. Thereafter, she joined the United

Overseas Bank Group and was appointed

as First Vice President in 1990. In 2004, she

retired to pursue her personal interests.

Ms Tey was admitted to membership of the

Australian Society of Accountants in 1965.

“The Directors are optimistic;

the global outsourcing trend

has shown resilience despite

the challenging business

climate.”

Financial ReviewThe revenue of the Group was US$144.0

million; this is a little more than the

previous year’s revenue of US$143.8

million. Electronic Manufacturing Services

remains the core activity and contributed

more than 98% of the revenue.

The net profit after tax attributable to

shareholders was US$6.4 million; it was

US$9.2 million the previous year. However

the previous year’s net profit after tax

attributable to shareholders would have

been US$6.5 million if not for an exceptional

item of US$2.7 million.

The Group remains financially healthy. As at

June 30, 2005 its total assets and liabilities

Chairman’s Message


10

were US$85.6 million and US$36.2 million

respectively. There was no borrowing.

Earnings before interest on borrowings and

financial cost, income tax, depreciation

and amortisation, exceptional items and

minority interest was US$11.2 million.

Operational ReviewThe revenue of the Group was flat; the

increase in revenue due to the addition of

new customers and expansion of services

provided to existing customers was off set

by the significant order reduction from one

customer due to its market conditions.

Operations cost was generally well

controlled. The Profit from Operations was

US$8.4 million. This was comparable to

the previous year’s Profit from Operations

of US$9.4 million when taking into

consideration that an additional US$1

million of business development expenses

was incurred as compared to the previous

year.

More business development resources

were deployed to expand our capabilities in

the Sub-system ODM (Original Design and

Manufacture) business sector. The Group

is focusing its efforts on developing this

relatively new Sub-system ODM services

as it has higher value-added content than

traditional Contract Manufacturing services,

even though the business development

cycle is longer.

The Group continued to upgrade and extend

the manufacturing capabilities of its plants;

US$3.4 million was invested in additional

equipment, machinery and facilities. We

are now equipped to conform to the new

RoHS (Restrictions of Hazardous Substances)

standard that will be mandatory from July

2006 for products destined for USA, Europe

and Japan.

OutlookThe Directors are optimistic; the global

outsourcing trend has shown resilience

despite the challenging business climate.

The Group plans to continue investing

in business development resources and

operational capabilities and capacities as the

major thrusts to achieve organic growth.

Change of Board MembersThe Group regrets the loss of the late Mr Goh

Sin Tub, who passed away on 16 November

2004. The Group appreciates the invaluable

contribution of the late Mr Goh to the Board

during his 13 years with the Board.

The Group welcomes Ms Tey Swee Nai Nancy,

who joined the Board as an independent,

non-executive director and Chairman of

the Audit Committee on 1 February 2005.

Ms Tey brings with her a wealth of

experience in accounting, auditing and tax.

AcknowledgementsThe Board of Directors expresses its

appreciation for the dedication and efforts

of the management and staff. The Board

also thanks our customers, suppliers,

business partners and shareholders for their

continued support.

Peh Kwee Chim25 August 2005


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contentsReport of the Directors 13 – 17

Auditors’ Report 18

Balance Sheets 19

Profit and Loss Statements 20

Statements of Changes in Equity 21 – 22

Consolidated Cash Flow Statement 23 – 24

Notes to Financial Statements 25 – 44

Statement of Directors 45

Corporate Governance Report 46 – 52

Statistics of Shareholding 53

Notice of Annual General Meeting 54 – 58

Proxy Form 59 – 60


13

The directors present their report together with the audited financial statements of the company and the consolidated financial statements of the group for the financial year ended June 30, 2005.

1 DIRECTORS

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

Mr Peh Kwee Chim Mr Teo Teck Chuan Dr Tan Cheng Bock Mr Loh Kee Kong Mr Lim Kwee Siah Ms Tey Swee Nai Nancy (Appointed on February 1, 2005)

In accordance with Article 120 of the articles of association, Ms Tey Swee Nai Nancy retires and, being eligible, offers herself for re-election.

In accordance with Article 110 of the articles of association, Mr Teo Teck Chuan and Mr Loh Kee Kong retire by rotation and being eligible, offer themselves for re-election.

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

Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in the company or any other body corporate except for the Company’s Employees’ Share Option Scheme as detailed in paragraph 5.

Report of theDirectors


14

3 DIRECTORS’ INTERESTS IN SHARES

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

Shareholdings registered in the name of directors

At beginning of year or dat of appointment, PCI Limited if later At end of year Ordinary shares of S$0.25 each

Mr Teo Teck Chuan 100,000 100,000Ms Tey Swee Nai Nancy 50,000 50,000

Options to subscribe for ordinary shares of S$0.25 each at an exercise price of S$0.71 each

Mr Teo Teck Chuan 80,000 -


Mr Teo Teck Chuan 120,000 120,000





The directors’ interests as at July 21, 2005 were the same as those at end of the financial year.

Report of theDirectors (cont’d)


15

4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS

Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except as disclosed in the financial statements.

5 SHARE OPTIONS

a) The PCI Limited Employees’ Share Option Scheme (the “1992 Scheme”) which was approved on October 30, 1992, expired on June 30, 2003. This has since been replaced by a new Share Option Scheme, the PCI Limited Employees’ Share Option Scheme 2003 (the “2003 Scheme”) which was approved by the shareholders of the company at an Extraordinary General Meeting held on November 12, 2003. Options granted under the 1992 Scheme which have not been exercised at the time of expiration of the 1992 Scheme shall remain valid until such a time where the options have been exercised or have lapsed, and will continue to be administered under the rules of the 1992 Scheme as approved on October 30, 1992 and amended on November 10, 2000.

b) During the financial year, no option to take up unissued shares in the company under the 2003 Scheme was granted.

c) Share options granted, exercised and cancelled during the financial year and outstanding as at June 30, 2005 pursuant to the 1992 Scheme were as follows:

No. of Share Options Balance at Balance at June 30, Subscription Date of grant July 1, 2004 Exercised Cancelled 2005 price Expiry date

September 16, 1999 266,000 80,000 186,000 - S$0.71 September 15, 2004December 5, 2000 1,131,000 - 22,000 1,109,000 S$1.09 December 4, 2010April 18, 2001 1,825,000 85,000 15,000 1,725,000 S$0.53 April 17, 2011September 30, 2002 885,000 215,000 - 670,000 S$0.27 September 29, 2012

4,107,000 380,000 223,000 3,504,000

d) During the financial year, the following options in respect of unissued ordinary shares in the company were exercised by the following full time employees of the group under the 1992 Scheme. Share Options exercised No. of employees No. of options

Options to subscribe for ordinary shares atS$0.25 each at an exercise price of S$0.71 each

Non-directors 1 80,000






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5 SHARE OPTIONS (cont’d)

e) Under the 1992 Scheme, the details of share options granted to directors of the company are as follows:

Options Aggregate Aggregate Aggregate Aggregate granted options options options options during granted exercised expired outstanding as financial since since since at end of year under commencement commencement commencement financial year Name review of scheme of scheme of scheme under review Mr Teo Teck Chuan - 900,000 100,000 80,000 720,000

f) Statutory information regarding the options granted in 1999, 2000, 2001 and 2002 under the 1992 Scheme have been set out in the Reports of the Directors for the years ended June 30, 2000, 2001, 2002 and 2003.

g) Both the 1992 Scheme and the 2003 Scheme were administered by the Remuneration Committee. At the date of this report, the Committee members are Dr Tan Cheng Bock, an independent non-executive director, Ms Tey Swee Nai Nancy, an independent non-executive director and Mr Peh Kwee Chim, an executive director.

h) Non-executive directors, controlling shareholders or their associates are not eligible to participate in the 1992 Scheme and the 2003 Scheme.

i) No options have been granted to eligible participants which, in aggregate, represent 5% or more of the total number of new shares available under the 1992 Scheme and the 2003 Scheme and the Performance Share Plan, as detailed under the “Performance Share Plan” (“PSP”) collectively.

j) No options were granted under the 2003 Scheme during the financial year under review at a discount.

k) During the financial year, no options to take up unissued shares of any subsidiary company were granted and there were no shares of any subsidiary company issued by virtue of the exercise of an option to take up unissued shares.

l) At the end of the financial year, there were no unissued shares of any subsidiary company under option.

6 PERFORMANCE SHARE PLAN (“PSP”)

The PSP was approved and adopted by the shareholders at the Extraordinary General Meeting on November 10, 2000. Under the PSP, awards, which represent the right to receive the company’s ordinary shares free of charge upon the achievement of certain prescribed performance targets, will be given to those participants eligible to participate in the PSP. The aggregate number of ordinary shares to be issued pursuant to the PCI Employees’ Share Option Scheme and those to be awarded under the PSP, shall not exceed 15% of the issued share capital of the company on the day preceding the relevant grant date.

The PSP is administered by the Remuneration Committee (“Committee”). The PSP shall continue to be in force at the discretion of the Committee subject to a maximum period of 10 years commencing November 10, 2000. Further details of the PSP are set out in the company’s Circular dated October 25, 2000.

No awards have been granted under the PSP since its commencement.

Report of theDirectors (cont’d)


17

7 AUDIT COMMITTEE

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50, and the Singapore Exchange Securities Trading Limited Listing Manual. The functions carried out are detailed in the Corporate Governance Report.

8 AUDITORS

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

Peh Kwee Chim

August 25, 2005

ON BEHALF OF THE DIRECTORS

Teo Teck Chuan

August 25, 2005


18

We have audited the financial statements and consolidated financial statements of PCI Limited set out on pages 19 to 44 for the financial year ended June 30, 2005. These financial statements are the responsibility of the company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion,

a) the accompanying consolidated financial statements of the group and the financial statements 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 June 30, 2005 and of the results and changes in equity of the group and of the company and cash flows of the group for the year ended on that date; and

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

Deloitte & ToucheCertified Public Accountants

Ng Peck HoonPartner

SingaporeAugust 25, 2005

Auditors’ Report to theMembers of PCI Limited


19

The Group The Company

Note 2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

ASSETS

Current assets:Cash and bank balances 27,174 23,543 25,312 22,594Trade receivables 5 11,725 14,528 10,884 14,051Other receivables and prepayments 6 567 674 359 512Due from subsidiaries 7 – – 3,541 1,787Inventories 8 11,908 17,149 11,895 17,146Total current assets 51,374 55,894 51,991 56,090

Non-current assets:Investments in subsidiaries 9 – – 4,399 3,927Investment in associate 10 – – – –Investment in joint venture 11 – – – – Property, plant and equipment 12 10,205 9,478 4,043 3,391Available-for-sale investments 13 23,767 23,001 23,676 23,001Club memberships 14 294 294 294 294Total non-current assets 34,266 32,773 32,412 30,613

Total assets 85,640 88,667 84,403 86,703

LIABILITIES AND EQUITY

Current liabilities:Trade and other payables 32,476 39,414 28,121 36,392Due to subsidiaries 7 – – 1,603 1,613Income tax payable 3,021 4,443 2,915 4,136Total current liabilities 35,497 43,857 32,639 42,141

Non-current liability:Deferred income tax 15 711 447 665 400

Minority interests 27 202 – –

Capital and reserves:Issued capital 16 29,668 29,612 29,668 29,612Reserves 19,737 14,549 21,431 14,550Total equity 49,405 44,161 51,099 44,162

Total liabilities and equity 85,640 88,667 84,403 86,703

Balance SheetsJune 30, 2005

See accompanying notes to financial statements.


20

Profit and LossStatements



Note 2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Revenue 18 144,044 143,763 139,708 139,628

Cost of sales: Raw material and consumables (113,841) (114,078) (111,708) (111,888) Manufacturing expenses (11,325) (11,229) (11,211) (11,252) Other operating expenses (781) (725) - - Direct depreciation (2,421) (2,201) (1,804) (1,612) (128,368) (128,233) (124,723) (124,752)

Gross profit 15,676 15,530 14,985 14,876

Other operating income 19 425 670 2,279 960

Other expenses: Business development expenses (3,418) (2,419) (3,507) (2,454) General and administrative expenses (3,878) (3,904) (3,362) (3,432) Indirect depreciation (362) (431) (269) (431) Impairment of goodwill (10) - - - Foreign exchange (loss) gain (30) (20) (4) 156 (7,698) (6,774) (7,142) (6,161)

Profit from operations 20 8,403 9,426 10,122 9,675

Exceptional items 21 - 2,753 - 1,866Finance cost (35) (39) (18) (25)

Profit before income tax 8,368 12,140 10,104 11,516

Income tax expense 22 (2,014) (2,881) (1,877) (2,666)

Profit after income tax 6,354 9,259 8,227 8,850

Minority interests 6 (45) – –

Profit attributable to shareholders 6,360 9,214 8,227 8,850

US Cents US Cents

Earnings per share

- Basic 23 3.21 4.70

- Diluted 23 3.20 4.66

Year Ended June 30, 2005


21

Statements ofChanges in Equity

Investment Currency Issued Share revaluation Dividend translation Accumulated capital premium reserve reserve reserve losses Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Group

Balance at July 1, 2003 28,863 14,525 - - 927 (7,656) 36,659

Currency translation differences - - - - 469 - 469Decrease in fair value of available-for-sale investments (Note 13) - - (1,810) - - - (1,810)

Net expenses recognised directly in equity - - (1,810) - 469 - (1,341)

Profit attributable to shareholders - - - - - 9,214 9,214Dividends proposed for 2003 - - - 1,311 - (1,311) - Underprovision of dividends for 2003 - - - 47 - (47) - Dividends paid - - - (1,358) - - (1,358)Dividends proposed for 2004 - - - 2,784 - (2,784) - Issue of shares (Note 16) 749 238 - - - - 987

Balance at June 30, 2004 29,612 14,763 (1,810) 2,784 1,396 (2,584) 44,161

Currency translation differences - - - - 174 - 174Increase in fair value of available-for-sale investments (Note 13) - - 1,510 - - - 1,510

Net income recognised directly in equity - - 1,510 - 174 - 1,684

Transfer to profit and loss on disposal of available-for-sale investments (Note 13) - - (107) - - - (107)Profit attributable to shareholders - - - - - 6,360 6,360Reclassification (Note 17) - - - - 975 (975) - Underprovision of dividends for 2004 (Note 24) - - - 4 - (4) - Dividends paid (Note 24) - - - (2,788) - - (2,788)Dividends proposed for 2005 (Note 24) - - - 2,821 - (2,821) - Issue of shares (Note 16) 56 39 - - - - 95

Balance at June 30, 2005 29,668 14,802 (407) 2,821 2,545 (24) 49,405




22

Investment Currency Accumulated Issued Share revaluation Dividend translation (losses) capital premium reserve reserve reserve profits Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

Company

Balance at July 1, 2003 28,863 14,525 - - - (5,895) 37,493

Decrease in fair value of available-for sale investments (Note 13) - - (1,810) - - - (1,810)

Net expense recognised directly in equity - - (1,810) - - - (1,810)

Profit attributable to shareholders - - - - - 8,850 8,850Dividends proposed for 2003 - - - 1,311 - (1,311) - Underprovision of dividends for 2003 - - - 47 - (47) - Dividends paid - - - (1,358) - - (1,358)Dividend proposed for 2004 - - - 2,784 - (2,784) - Issue of shares (Note 16) 749 238 - - - - 987

Balance at June 30, 2004 29,612 14,763 (1,810) 2,784 - (1,187) 44,162

Increase in fair value of available-for sale investments (Note 13) - - 1,510 - - - 1,510

Net income recognised directly in equity - - 1,510 - - - 1,510

Transfer to profit and loss on disposal of available-for-sale investments (Note 13) - - (107) - - - (107)Profit attributable to shareholders - - - - - 8,227 8,227Underprovision of dividends for 2004 (Note 24) - - - 4 - (4) - Dividends paid (Note 24) - - - (2,788) - - (2,788)Dividend proposed for 2005 (Note 24) - - - 2,821 - (2,821) - Issue of shares (Note 16) 56 39 - - - - 95

Balance at June 30, 2005 29,668 14,802 (407) 2,821 - 4,215 51,099


Statements ofChanges in Equity (cont’d)Year Ended June 30, 2005


23

Consolidated CashFlow Statement

2005 2004 US$’000 US$’000

Cash flows from operating activities:

Profit before income tax 8,368 12,140

Adjustments for:

Depreciation expense 2,783 2,632

Impairment of goodwill from additional investment in subsidiaries 10 –

Gain on disposal of plant and equipment (41) (58)

Gain on disposal of subsidiary (Note A) – (21)

Loss on disposal of associated company (Note B) – 23

(Gain) Loss on disposal of available-for-sale investments (107) 129

Write back of provision for custom and duties claims – (559)

Interest income (672) (391)

Operating profit before working capital changes 10,341 13,895

Trade receivables 2,803 (4,662)

Other receivables and prepayments 107 (2)

Inventories 5,241 (9,903)

Trade and other payables (6,938) 10,237

Cash generated from operations 11,554 9,565

Interest received 672 391

Income tax paid (3,218) (1,178)

Net cash from operating activities 9,008 8,778

Cash used in investing activities:

Proceeds on disposal of plant and equipment 79 186

Purchase of property, plant and equipment (3,476) (2,096)

Acquisition of additional investment in subsidiaries (180) –

Proceeds on disposal of short-term investments – 9,905

Proceeds on disposal of a subsidiary (Note A) – 7

Proceeds on disposal of associated company (Note B) – 74

Proceeds on disposal of available-for-sale investments 15,917 10,515

Acquisition of available-for-sale investments (15,173) (21,924)

Acquisition of club membership – (134)

Net cash used in investing activities (2,833) (3,467)



24 See accompanying notes to financial statements.

2005 2004 US$’000 US$’000

Cash used in financing activities:

Dividend paid (2,788) (1,358)

Proceeds from issue of shares 95 987

Net cash used in financing activities (2,693) (371)

Net effect of exchange rate changes in consolidating subsidiaries 149 338

Net increase in cash 3,631 5,278

Cash and cash equivalents at beginning of year 23,543 18,265

Cash and cash equivalents at end of year, represented by cash and bank balances 27,174 23,543

Note A: Summary of effects of disposal of subsidiary

2005 2004 US$’000 US$’000

Cash – 11

Current liabilities – (14)

– (3)

Gain on disposal of subsidiary – 21

Proceeds from disposal of subsidiary – 18

Cash of disposed subsidiary – (11)

Net cash inflow on disposed subsidiary – 7

Note B: Summary effect of disposal of an associated company

Proceeds from disposal – 74

Carrying value of investment – (97)

Loss on disposal of associated company – (23)

Consolidated CashFlow Statement (cont’d)Year Ended June 30, 2005


25

1 GENERAL

The company (Registration No. 198804482N) is incorporated in the Republic of Singapore with its registered office and principal place of business at 386 Jalan Ahmad Ibrahim, Singapore 629156. The company is listed on the Singapore Exchange Securities Trading Limited. The financial statements are expressed in United States dollars. The measurement currency is the United States dollar as a majority of the company’s and the group’s transactions are denominated in United States dollars.

The principal activities of the company are investment holding and providing electronics manufacturing services.

The principal activities of the subsidiaries are disclosed in Note 9 to the financial statements.

The financial statements of the company and the consolidated financial statements of the group for the year ended June 30, 2005 were authorised for issue by the Board of Directors on August 25, 2005.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The financial statements are prepared in accordance with the historical cost convention, modified to include revaluation of certain financial instruments, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

With effect from July 1, 2004, the group adopted the requirements of FRS 103 Business Combinations, together with those of the revised standards FRS 36 Impairment of Assets and FRS 38 Intangible Assets. In accordance with the transitional provisions of the new/ revised standards, the group applied the new/revised requirements prospectively from July 1, 2004, and accordingly, there is no effect on the group’s financial statements for year ended June 30, 2004.

BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to June 30 each year. Control is achieved when the company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognized. Subsequently, any losses applicable to the minority interest in excess of the minority interest are allocated against the interests of the parent.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit and loss statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group. All significant intercompany transactions and balances between group enterprises are eliminated on consolidation. Associates are entities over which the group exercises significant influence, through participation in the financial and operating policy decisions of the investee. The equity method of accounting is used.

Joint ventures are those entities whose activities the group has joint control over by contractual agreement. The proportionate consolidation method is used.

In the company’s financial statements, investments in subsidiaries and associates are carried at cost less any impairment in net recoverable value that has been recognised in the profit and loss statement.

FINANCIAL ASSETS - Principal financial assets include cash and bank balances, trade receivables, other receivables and amounts due from subsidiaries. Trade receivables, other receivables and amounts due from subsidiaries are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Notes to FinancialStatementsJune 30, 2005


26

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

FINANCIAL LIABILITIES AND EQUITY - Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Significant financial liabilities include trade and other payables and amounts due to subsidiaries. Trade and other payables and amounts due to subsidiaries are stated at their nominal value. Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs. Dividends on ordinary shares are recognised in shareholders’ equity in the period in which they are declared. Share options are recorded when exercised and the exercise price is allocated between issued capital and share premiums accordingly.

MINORITY INTEREST - Minority interest is stated at the appropriate proportion of the fair values of the net identifiable assets of the subsidiaries at the time of acquisition, adjusted for the appropriate share of post acquisition profit and loss.

INVENTORIES - Inventories are measured at the lower of standard cost (which approximate actual cost on a weighted average basis) and net realisable value. Cost includes an appropriate proportion of production overheads. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.

In arriving at net realisable values, allowances are made where necessary for obsolete, slow-moving and defective stocks.

INVESTMENTS - Investments include available-for-sale investments.

Available-for-sale investments are recognised on a trade date basis and are initially measured at cost. At subsequent reporting dates, available-for-sale investments are re-measured at fair value. Unrealised gains and losses, if any, from available-for-sale investments are recognised directly in equity, until the investment is disposed of or determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are carried at cost, less accumulated depreciation and any impairment loss where the recoverable amount of the asset is estimated to be lower than its carrying amount.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised as income.

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

Leasehold land, buildings and improvements - 2% to 20% Plant and equipment - 10% to 331/3%

Fully depreciated assets still in use are retained in the financial statements.

LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Rental payable under operating leases are recognised on a straight-line basis over the term of the relevant lease.

GOODWILL - Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Notes to FinancialStatements (cont’d)June 30, 2005


27

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

IMPAIRMENT OF ASSETS EXCLUDING GOODWILL - At each balance sheet date, the group and the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

PROVISIONS – Provisions are recognised when the group and the company have a present obligation as a result of a past event where it is probable that the obligation will result in an outflow of economic benefits that can be reasonably estimated.

REVENUE RECOGNITION - Revenue from the sale of goods is recognised when significant risks and rewards of ownership are transferred to the buyer and the amount of revenue and the costs of the transaction can be measured reliably.

Rental income is recognised on a straight-line basis over the term of the relevant lease.

Revenue arising from the disposal of available-for-sale investments is recognised upon sale of the investment.

Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the interest rate applicable, on an effective yield basis.

FORWARD FOREIGN EXCHANGE CONTRACTS - Transactions in forward foreign exchange contracts are converted at contracted forward foreign exchange rates except where the contracts are uncompleted at year end, the respective outstanding balances are converted at the projected forward rates which approximate the forward rates prevailing on balance sheet date. Exchange differences are taken up in the profit and loss statement.

RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans (including state-managed retirement benefit schemes such as the Singapore Central Provident Fund) are charged as an expense when incurred.

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

INCOME TAX - Tax expense is determined on the basis of tax effect accounting, using the liability method, and it is applied to all significant temporary differences arising between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, except that a debit to the deferred tax balance is not carried forward unless there is a reasonable expectation of realisation in the foreseeable future.



28


Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is charged or credited to the profit and loss statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - Transactions in foreign currencies are recorded using the rate ruling on the date of the transaction. At each balance sheet date, recorded monetary balances and balances carried at fair value that are denominated in foreign currencies are reported at the rates ruling at the balance sheet date. All realised and unrealised exchange adjustment profits and losses are dealt with in the profit and loss statement.

For inclusion in the consolidated financial statements, assets and liabilities of the foreign entities are translated at the rates of exchange approximating those ruling at the balance sheet date. The profit and loss statements are translated at the average rates of exchange for the year, and the opening net investment in the foreign entities is translated at the historical rates. The resulting currency translation differences are taken to the currency translation reserve. On disposal of a foreign entity, the accumulated currency translation differences are recognised in the profit and loss statement as part of the profit or loss on disposal.

3 FINANCIAL RISKS AND MANAGEMENT

The group’s overall risk management programme seeks to minimise potential adverse effects on the financial performance of the group. The policies for managing specific risks are summarised below:

a) Credit risk

The group’s credit risk is primarily attributable to its cash, trade receivables and other receivables. Cash is placed with credit worthy financial institutions. The group has adopted stringent procedures in extending credit terms to customers and monitoring its credit risk.

The group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

The maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as at the end of the financial year in relation to each class of recognised financial assets is the carrying amount of those assets as stated in the balance sheet.

b) Interest rate risk

The group’s exposure to market risk for changes in interest rates relates primarily to its portfolio of investments. The group does not use derivative financial instruments to hedge against such risk exposure.

c) Foreign exchange risk

The group’s foreign currency exposures arise mainly from the exchange rate movements of the Singapore dollar and the Indonesian Rupiah vis-à-vis the United States dollar, which is the group’s measurement currency.

The exposure is managed primarily by natural hedges that arise from offsetting assets and liabilities that are denominated in foreign currencies. The group may enter into derivative foreign exchange contracts, if necessary, to hedge against foreign exchange risk.

Notes to Financial Statements (cont’d)June 30, 2005


29

3 FINANCIAL RISKS AND MANAGEMENT (cont’d)

d) Liquidity risk

Liquidity risk refers to the risk in which the group is unable to meet its short-term obligations and this arises from the possibility that customers may not be able to settle their obligations within the normal terms of trade. Liquidity risk is managed by matching the payment and receipt cycle. Management is of the opinion that liquidity risk is minimal as the group has sufficient funds generated through operations to meet funding requirements and adequate lines of credit are also maintained to ensure the necessary liquidity.

e) Fair value of financial assets and financial liabilities

It is not practicable within the constraint of cost to reliably determine the fair values of other unquoted equity shares of US$91,000 (2004 : US$NIL) (Note 13). These instruments are recorded at cost, subject to impairment in value.

The carrying amounts of other financial assets and financial liabilities reported in the balance sheet approximate the fair value of those assets and liabilities.

4 RELATED COMPANY AND RELATED PARTY TRANSACTIONS

The company’s single largest corporate shareholder is Chuan Hup Holdings Limited, incorporated in the Republic of Singapore.

Related companies in these financial statements refer to members of PCI Limited’s group of companies.

Some of the company’s transactions and arrangements are between members of the group and the effect of these on the basis determined between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and are repayable on demand unless otherwise stated.

Significant transactions with subsidiaries: The Company

2005 2004 US$’000 US$’000

Rental expense 475 458

Rental income (323) (302)

Marketing expense 305 300

Processing fee expense 6,606 6,360

Related parties in these financial statements refer to entities with common direct or indirect shareholders and/or directors.

Significant related party transactions: The Group The Company

2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Rental income (279) (267) – –

Project start-up expense 479 198 479 198


30

5 TRADE RECEIVABLES


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Outside parties 11,725 14,528 10,884 14,051

6 OTHER RECEIVABLES AND PREPAYMENTS The Group The Company

2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Recoverables 369 484 348 484

Prepayments and deposits 182 164 10 11

Others 16 26 1 17

Total 567 674 359 512

7 DUE FROM (TO) SUBSIDIARIES

The Company

2005 2004 US$’000 US$’000

Amount due from 5,780 5,576

Allowance for doubtful debts (2,239) (3,789)

3,541 1,787

Amount due to (1,603) (1,613)

Net 1,938 174

The above balances are trade in nature, interest free and are repayable on demand, unless otherwise stated.

8 INVENTORIES


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Raw materials, at cost 6,866 10,199 6,853 10,196

Work in progress, at cost 2,913 4,063 2,913 4,063

Finished goods, at cost 2,129 2,887 2,129 2,887

Total 11,908 17,149 11,895 17,146



31

9 INVESTMENTS IN SUBSIDIARIES

The Company

2005 2004 US$’000 US$’000

Unquoted equity shares, at cost 11,415 10,943 Non-current receivable 4,544 4,544 Impairment loss (11,560) (11,560) Net 4,399 3,927

The non-current receivable from a subsidiary is non-trade in nature, unsecured, interest-free and repayable upon demand.

The subsidiaries of the group are set out below:

Country of Effective Names of incorporation Cost of equity interest subsidiary and operation investment held by the group Principal activities 2005 2004 2005 2004 US$’000 US$’000 % %

Subsidiaries of PCI Limited

Printed Circuits United States 6,467 6,467 100 100 Investment holding and International of America provision of support on Incorporated (1)(2) electronics manufacturing services.

Printed Circuits Philippines 702 702 60 60 Dormant. International (PCI) Phil., Inc. (1)

P.T. Prima Indonesia 213 213 92.5 85 Provision of electronics Circuitama manufacturing services Indonesia (3) for the group.

P.T. PCI Indonesia 250 250 100 100 Provision of electronics Elektronik manufacturing services Internasional (3) for the group.

Ventrade Singapore 114 72 100 51 Dormant. Technologies Pte Ltd

Pacific Gain British Virgin * * 100 100 Investment holding. Holding Limited (1)(2) Islands

PCI China Pte Ltd Singapore 600 170 100 100 Investment holding.

Quijul Pte Ltd Singapore * * 100 100 Rental of property. Subsidiaries of Printed Circuits International Incorporated

Printed Circuits Singapore – – 100 100 Rendering of estate International management services Private Limited to related company.


32

9 INVESTMENTS IN SUBSIDIARIES (cont’d)

Country of Effective Names of incorporation Cost of equity interest subsidiary and operation investment held by the group Principal activities 2005 2004 2005 2004 US$’000 US$’000 % %

PCI Displays Singapore – – 100 100 Provision of electronics Private Limited manufacturing services.

Subsidiaries of Pacific Gain Holding Limited

Polymicro Singapore 3,069 3,069 100 100 Investment holding. Corporation (Singapore) Pte Ltd

Polymicro Thailand – – 100 100 Dormant. Precision Technology (Thailand) Co. Ltd (4)

Subsidiaries of PCI China Ptd Ltd PCI-Gaozhi China – – 90 51 Provision of electronics (Shanghai) manufacturing services Electronic Company to the group. Ltd (5)

PCI-Shanghai China – – 100 – Provision of electronics Electronic Company Ltd. manufacturing services to the group.

Total 11,415 10,943

All the companies are audited by Deloitte & Touche, Singapore except for the subsidiaries that are indicated as follows:

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

(2) Audited by Deloitte & Touche, Singapore for consolidation purposes.

(3) Audited by overseas practice of Deloitte Touche Tohmatsu.

(4) Audited by another firm of auditors (V.A.T. Accounting) for the six months financial period ended December 31, 2004. However, audited by Deloitte & Touche, Singapore for the financial years ended June 30, 2004 and 2005 for consolidation purposes.

(5) Audited by overseas practice of Deloitte Touche Tohmatsu for the six months financial period ended December 31, 2004. However, audited by Deloitte & Touche, Singapore for the financial years ended June 30, 2004 and 2005 for consolidation purposes.

* Cost of investment at US$1.



33

10 INVESTMENT IN ASSOCIATE


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Unquoted equity shares, at cost 551 551 551 551 Share of post-acquisition accumulated losses (551) (551) – – Impairment loss – – (551) (551) Net – – – –

The associate of the group is set out below: Country of Effective Name of incorporation Cost of equity interest associate and operation investment held by the group Principal activity 2005 2004 2005 2004 US$’000 US$’000 % %

First Pacific Philippines 551 551 29 29 Property investment. Realty Partners Corporation (1)

(1) Audited by another firm of auditors, SyCip Gorres Velayo & Co.

11 INVESTMENT IN JOINT VENTURE

The Company

2005 2004 US$’000 US$’000

Unquoted equity shares, at cost * *

* Cost of investment at US$1

Country of Effective Name of incorporation equity interest joint venture and operation held by group Principal activity 2005 2004 % %

PCI Avias Pte Ltd(1) Singapore 50 50 In liquidation.

(1) Audited by Deloitte & Touche, Singapore.


34

11 INVESTMENT IN JOINT VENTURE (cont’d)

The following amounts are included in the financial statements of the group as a result of proportionate consolidation of the joint venture.

2005 2004 US$’000 US$’000

Current assets 2 4 Current liabilities – (4) Net assets 2 –

Revenue 34 22

Expenses 32 22

12 PROPERTY, PLANT AND EQUIPMENT

Leasehold land, buildings and Plant and improvements equipment Total US$’000 US$’000 US$’000 The Group

Cost: At beginning of financial year 6,821 17,881 24,702 Translation adjustment 65 (13) 52 Additions 656 2,820 3,476 Disposals (89) (1,034) (1,123) At end of financial year 7,453 19,654 27,107

Accumulated depreciation: At beginning of financial year 750 14,474 15,224 Translation adjustment (3) (17) (20) Depreciation for the financial year 620 2,163 2,783 Disposals (89) (996) (1,085) At end of financial year 1,278 15,624 16,902

Depreciation for last financial year 493 2,139 2,632

Carrying amount:

At beginning of financial year 6,071 3,407 9,478

At end of financial year 6,175 4,030 10,205



35

12 PROPERTY, PLANT AND EQUIPMENT (cont’d) Details of the leasehold property of the group:

Description Lease term Location Area

Leasehold office cum 60 years from 322 / 386 / 388 / 390 76,500 square metres factory building July 1, 1966 Jalan Ahmad Ibrahim Singapore 629151/629156/ 629157/629155

Plant and equipment Total US$’000 US$’000 The Company

Cost: At beginning of financial year 16,850 16,850 Additions 2,764 2,764 Disposals (763) (763) At end of financial year 18,851 18,851

Accumulated depreciation: At beginning of financial year 13,459 13,459 Depreciation for the financial year 2,073 2,073 Disposals (724) (724) At end of financial year 14,808 14,808

Depreciation for last financial year 2,043 2,043

Carrying amount:

At beginning of financial year 3,391 3,391

At end of financial year 4,043 4,043


36

13 AVAILABLE-FOR-SALE INVESTMENTS


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 Unquoted investments

At cost: Unquoted equity shares 538 447 447 447 Unquoted corporate floating rate notes 271 295 271 295 809 742 718 742 Impairment loss (718) (742) (718) (742)

Net 91 – – –

Quoted investments

At fair value: Quoted corporate fixed rate notes 23,676 23,001 23,676 23,001

Total available-for-sale investments 23,767 23,001 23,676 23,001

The Group and the Company

2005 2004 US$’000 US$’000 Movement of the investment revaluation reserve:

At the beginning of financial year (1,810) – Increase (Decrease) during the financial year 1,510 (1,939) Transfer to profit and loss on disposal of available-for-sale investments (107) 129 At end of financial year (407) (1,810)

The market values of the quoted investments at balance sheet date approximate their carrying amounts.

14 CLUB MEMBERSHIPS


2005 2004 US$’000 US$’000 Cost 373 373 Impairment loss (79) (79)

Net 294 294



37

15 DEFERRED INCOME TAX


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

At beginning of financial year 447 785 400 750

Charge (Reversal) for the

financial year (Note 22) 265 (330) 265 (350)

Translation adjustment (1) (8) – –

At end of financial year 711 447 665 400

This balance comprises the tax effect of the excess of capital allowances over book depreciation.

16 ISSUED CAPITAL


2005 2004 2005 2004 Number of ordinary S$’000 S$’000 shares of S$0.25 each Authorised 300,000,000 300,000,000 75,000 75,000

2005 2004 US$’000 US$’000 Issued and paid up: At beginning of financial year 197,884,000 192,744,000 29,612 28,863 Issued during the financial year 380,000 5,140,000 56 749 At end of financial year 198,264,000 197,884,000 29,668 29,612

During the financial year, the company issued 380,000 ordinary shares of $$0.25 each at a price of between S$0.27 and S$0.71 per ordinary share upon the exercising of options pursuant to the PCI Limited Employees’ Share Option Scheme (the “Scheme”).

At the end of the financial year, there are options granted to certain employees under the Scheme to take up unissued shares totalling 3,504,000 (2004 : 4,107,000) ordinary shares of S$0.25 each in the company as described in paragraph 5 of the Report of the Directors.

17 RECLASSIFICATION IN STATEMENT OF CHANGES IN EQUITY During the financial year, the group made a reclassification between the currency translation reserve and accumulated losses of US$975,000 to reflect the proper presentation of these balances at the end of the financial year.


38

18 REVENUE


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Sale of goods 141,706 142,123 138,369 138,728 Gain (Loss) on disposal of available-for-sale investments 107 (129) 107 (129) Interest income from term deposits 672 391 650 367 Income from available-for-sale investments 582 662 582 662 Rental income 977 716 – –

Total 144,044 143,763 139,708 139,628

19 OTHER OPERATING INCOME


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 Sundry income 361 533 349 533 Scrap sales 23 79 23 18 Other income from subsidiaries – – 323 302 Reversal of allowances for doubtful other receivables from subsidiaries – – 1,550 49 Gain on disposal of plant and equipment 41 58 34 58

Total 425 670 2,279 960

20 PROFIT FROM OPERATIONS

The Group The Company 2005 2004 2005 2004

Number of employees at end of year 3,811 3,041 140 136


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Directors’ remuneration 1,020 1,428 1,020 1,428 Staff costs 11,281 10,979 5,807 5,924 Costs of defined contribution plans included in staff costs 578 491 335 345 Auditors remuneration: Auditors of the company 76 84 44 41 Other auditors 2 3 – – Non-audit fees paid to other auditors 27 28 – –



39

21 EXCEPTIONAL ITEMS

This item includes the following credits:


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 Proceeds received from liquidation of a subsidiary – (2,194) – (1,866)

Write back of provision for customs and duties claims for a dormant subsidiary – (559) – –

Total – (2,753) – (1,866)

22 INCOME TAX EXPENSE


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 Current 1,713 2,695 1,645 2,635 Under (Over) provision in prior years 36 516 (33) 381 Deferred (Note 15) 265 (330) 265 (350) Net 2,014 2,881 1,877 2,666

The income tax expense varied from the amount of income tax expense determined by applying the Singapore income tax rate of 20% (2004 : 20%) to profit before income tax as a result of the following differences: The Group The Company

2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Income tax expense at statutory rate 1,674 2,428 2,021 2,303 Non-allowable (Non-taxable) items 313 (19) (111) (18) Under (over) provision in prior years 36 516 (33) 381 Prior years’ tax loss carryforwards utilised (9) (44) – – Net 2,014 2,881 1,877 2,666


40

22 INCOME TAX EXPENSE (cont’d)

The company and the group have tax loss carryforwards available for offsetting against future taxable income as follows: The Group The Company 2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 Amount at beginning of year 916 1,125 – – Adjustment to prior years 32 11 – – Amount utilised in current year (45) (220) – –

Amount at end of year 903 916 – –

Deferred tax benefit on above unrecorded 181 183 – –

The realisation of the future income tax benefits from tax loss carryforwards is available for an unlimited future period subject to the conditions imposed by law including the retention of majority shareholders as defined. No deferred tax asset has been recognised due to the unpredictability of future profit streams.

In November 2004, the Economic Development Board granted the Development and Expansion Incentive, under the International Headquarters (“IHQ”) Award, to the company. Subject to certain conditions to be met by June 30, 2007, the company enjoys a concessionary tax rate of 10% on its qualifying income in excess of the base for a period of 5 years commencing July 1, 2004.

The estimated tax savings of US$157,000 for the financial year ended June 30, 2005, arising from the said development and expansion, has not been recognised in the current year.

23 BASIC AND FULLY DILUTED EARNINGS PER SHARE

The calculation of the basic and fully diluted earnings per share of the group is based on the following:

Group (Basic) Group (Diluted) 2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Profit attributable to shareholders 6,360 9,214 6,360 9,214

Number of shares Number of shares 2005 2004 2005 2004 ’000 ’000 ’000 ’000 Number of weighted average ordinary shares used to compute earnings per share 198,203 196,175 198,826 197,651

Earnings per share (US Cents) 3.21 4.70 3.20 4.66

24 DIVIDENDS

During the financial year ended June 30, 2005, the company declared and paid a final dividend of US$0.01758 (S$0.03) per ordinary share less tax at on the ordinary shares of the company totalling US$2,788,000 in respect of the financial year ended June 30, 2004.

Subsequent to June 30, 2005, the directors of the company proposed that a final dividend of US$0.01779 (S$0.03) per ordinary share less tax at 20% totalling US$2,821,000 be paid in respect of the financial year just ended.



41

25 CONTINGENT LIABILITIES The Group and the Company

2005 2004 US$’000 US$’000 Guarantees (unsecured) 161 160

The maximum estimated amount the group could become liable is as shown above.

26 OPERATING LEASE COMMITMENTS


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Minimum lease payments under operating leases 1,062 992 475 452

At the balance sheet date, the commitments in respect of non-cancellable operating leases for the rental of factory spaces, office premises, residential premises and land were as follows:

Future minimum lease payments payable:


2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000

Within 1 year 1,103 815 156 206 In the second to fifth year inclusive 3,170 2,881 – 154 After 5 years 11,441 11,107 – –

Total 15,714 14,803 156 360

27 FORWARD FOREIGN EXCHANGE CONTRACTS

The aggregate value of forward foreign exchange contracts outstanding at the financial year end (converted at year end rates) were as follows: The Group and the Company Notional Fair Value Amount asset (liability) US$’000

2005 Forward foreign exchange contracts IDR19,032,500,000 (64) 2004 Forward foreign exchange contracts IDR13,779,500,000 45

S$8,519,500 20 65

The above does not include forward call options to sell US$10,400,000 (2004 : US$13,000,000) and US$1,000,000 (2004 : US$Nil) for notional amounts of S$17,435,500 (2004 : S$22,337,000) and IDR9,517,500,000 (2004 : IDRNil) respectively.


42

28 SEGMENT INFORMATION

For management purposes, the group is organised on a world-wide base into three business segments - Electronics manufacturing services, Investment and interest earned and Rental income. The dominant source and nature of the group’s risks and returns are based on business segments. Therefore, the primary segment of the group is business segment.

Principal activities in each segment are as follows:

Electronics manufacturing services - Electronics manufacturing services encompassing printed circuit board assembly, customer user interface design and manufacture, and full turnkey electronics manufacturing.

Investment income and interest earned - Interest income and other income earned from bonds, including gains and losses on disposal of investments.

Rental income - Rental of premises.

Investment Electronics income manufacturing and interest Rental services earned income Elimination Consolidated US$’000 US$’000 US$’000 US$’000 US$’000 2005

Revenue: External 141,706 1,361 977 – 144,044 Inter-segment – – 463 (463) – Total 141,706 1,361 1,440 (463) 144,044

Results: Segment results 7,245 1,361 (142) (61) 8,403 Finance cost (35) – (61) 61 (35) Profit before income tax 7,210 1,361 (203) – 8,368 Income tax expense (2,014) Profit after income tax 6,354

Other information: Capital additions 3,335 – 141 – 3,476 Depreciation 2,305 – 478 – 2,783

Assets: Segment assets 55,620 24,061 5,959 – 85,640

Liabilities: Segment liabilities 32,264 – 212 – 32,476 Unallocated corporate liabilities 3,732

Total 36,208



43

28 SEGMENT INFORMATION (cont’d)

Investment Electronics income manufacturing and interest Rental services earned income Elimination Consolidated US$’000 US$’000 US$’000 US$’000 US$’000 2004

Revenue: External 142,123 924 716 – 143,763 Inter-segment – – 452 (452) – Total 142,123 924 1,168 (452) 143,763

Results: Segment results 8,834 924 (310) (22) 9,426 Exceptional items 2,753 – – – 2,753 Finance cost (39) – (22) 22 (39) Profit before income tax 11,548 924 (332) – 12,140 Income tax expense (2,881) Profit after income tax 9,259

Other information: Capital additions 2,080 – 16 – 2,096 Depreciation 2,182 – 450 – 2,632

Assets: Segment assets 59,218 23,295 6,154 – 88,667

Liabilities: Segment liabilities 39,139 – 275 – 39,414 Unallocated corporate liabilities 4,890

Total 44,304

Geographical segments by location of customers

The following table shows the revenue, apportioned assets and apportioned additions to property, plant and equipment by the geographical segments based on location of customers:

Apportioned additions to Revenue Apportioned assets property, plant and equipment 2005 2004 2005 2004 2005 2004 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 North America 24,533 19,279 6,741 6,641 471 283 Europe 13,057 19,751 3,480 6,624 250 288 Asia Pacific 106,454 104,733 75,419 75,402 2,755 1,525

Total 144,044 143,763 85,640 88,667 3,476 2,096


44

28 SEGMENT INFORMATION (cont’d)

Segment revenues and expenses

Segment revenues and expenses are the operating revenue and expense reported in the group’s profit and loss statement that are directly attributable to a segment and the relevant portion of such revenue and expense that can be allocated on a reasonable basis to a segment.

Segment assets and liabilities

Segment assets include all operating assets used by a segment and consist principally of operating receivables, inventories and property, plant and equipment, net of allowances. Capital expenditure includes the total cost incurred to acquire property, plant and equipment directly attributable to the segment. Segment liabilities include all operating liabilities and consist principally of accounts payable and accrued expenses.

Inter-segment transfers

Segment revenue and expenses include transfer between business segments and between geographical segments. Inter-segment pricing is determined at fair market value. These transfers are eliminated on consolidation.



45

In the opinion of the directors, the accompanying financial statements of the company and consolidated financial statements of the group set out on pages 19 to 44 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 June 30, 2005 and of the results and changes in equity of the company and of the group and cash flows of the group for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.

Statement of Directors

Peh Kwee Chim

August 25, 2005

ON BEHALF OF THE DIRECTORS

Teo Teck Chuan

August 25, 2005


46

INTRODUCTION

This report describes PCI Limited’s corporate governance practices with specific reference to the Code of Corporate Governance (the “Code”) issued by the Corporate Governance Committee.

Board Matters

THE BOARD’S CONDUCT OF ITS AFFAIRS

The Board oversees the business affairs of PCI Limited (“PCI”) and therefore every director is expected to act in good faith and always in the interests of the Company. The principal functions of the Board includes the approval of the Company’s strategic plans, the approval of major investments, divestments and fund-raising, overseeing processes for evaluating the adequacy of internal controls and risk management and being responsible for corporate governance practices. PCI has in place financial authorization and approval limits for operating and capital expenditure, as well as acquisitions and disposal of investments. The Board and the Audit Committee also approve the Group’s financial results.

The Board meets on a regular basis. Where necessary, additional Board meetings are held to deliberate on urgent substantive matters. An aggregate of 6 Board meetings were held for the financial year ended 30 June 2005. Details of the attendance of Board members at Board meetings and meetings of the various Board committees for the financial year ended 30 June 2005 are set out on page 52.

All new directors appointed to the Board are briefed on the business activities of the Group and its strategic directions, as well as their statutory and other duties and responsibilities as directors. In addition, directors are briefed either during board meetings or at specially convened sessions on changes to regulations and accounting standards which have an important bearing on the Company’s or directors’ disclosure obligations. Where appropriate, directors are encouraged to attend courses, conferences and seminars in relevant fields.

BOARD COMPOSITION AND BALANCE

The Board currently comprises 6 directors, 2 of whom are non-executive independent directors and 1 of whom is a non-executive director. The non-executive independent directors are Dr Tan Cheng Bock and Ms Tey Swee Nai Nancy. The non-executive director is Mr Lim Kwee Siah.

The directors bring with them a broad range of expertise and experience in areas such as accounting or finance, business or management experience, industry knowledge and customer-based experience or knowledge. The diversity of the directors’ experience allows for the useful exchange of ideas and views. Profiles of the directors are set out on pages 8 to 9 of this Annual Report.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Different individuals assume the Chairman and the Chief Executive Officer functions in PCI. There is a clear distinction between the roles and responsibilities of the Chairman and the Chief Executive Officer. The Chairman is responsible for the Board and the Board has delegated day-to-day management of PCI to the Chief Executive Officer.

Corporate Governance Report


47

BOARD MEMBERSHIP

The Nominating Committee comprises Dr Tan Cheng Bock (Committee Chairman), Mr Peh Kwee Chim and Ms Tey Swee Nai Nancy, the majority of whom are independent non-executive directors.

The Nominating Committee reviews and assesses candidates for directorships before making recommendations to the Board. In recommending new directors to the Board, the Nominating Committee takes into consideration the skills and experience required and the current composition of the Board, and strives to ensure that the Board has an appropriate balance of independent directors as well as directors with the right profile of expertise, skills, attributes and ability.

In evaluating a director’s contribution and performance for the purpose of re-nomination, the Nominating Committee takes into consideration a variety of factors such as attendance, preparedness, participation and candour.

Recommendations for nominations of new directors and retirement of directors are made by the Nominating Committee and considered by the Board as a whole. At each Annual General Meeting (“AGM”) of PCI, not less than one third of the directors for the time being (being those who have been longest in office since their last re-election) are required to retire from office by rotation. A retiring director is eligible for re-election by the shareholders of PCI at the AGM. Also, all newly appointed directors during the year will hold office only until the next AGM and will be eligible for re-election.

BOARD PERFORMANCE

PCI believes that the Board’s performance is ultimately reflected in the performance of PCI. The Board should ensure compliance with applicable laws and Board members should act in good faith, with due diligence and care in the best interests of PCI and its shareholders. In addition to these fiduciary duties, the Board is charged with two key responsibilities: setting strategic directions and ensuring that PCI is ably led. The measure of a board’s performance is also tested through its ability to lend support to management especially in times of crisis and to steer PCI in the right direction.

PCI is of the opinion that the financial indicators set out in the Code as guides for the evaluation of directors are more of a measure of management’s performance and hence are less applicable to directors. In any case, such financial indicators provide a snapshot of a Company’s performance, and do not fully measure the sustainable long term wealth and value creation of PCI.

The Board through the delegation of its authority to the Nominating Committee, has used its best efforts to ensure that directors appointed to the Board possess the background, experience, knowledge and skills critical to the Company’s business and that each director with his special contributions brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

Informal reviews of the Board’s performance are undertaken on a continual basis by the Nominating Committee with inputs from the other board members.

The Board and the Nominating Committee have strived to ensure that directors appointed to the Board possess the background, experience, knowledge and skills critical to the Company’s business, so as to enable the Board to make balanced and well-considered decisions.

ACCESS TO INFORMATION

Prior to each Board meeting, the Board is supplied with relevant information by the management pertaining to matters to be brought before the Board for decision as well as ongoing reports relating to operational and financial performance of the Group. The Board also has separate and independent access to senior management and the Company Secretary at all times. The Board also has access to independent professional advice, where appropriate, at the expense of PCI.


48

Remuneration Matters

REMUNERATION COMMITTEE

The Remuneration Committee comprises Dr Tan Cheng Bock (Committee Chairman), Ms Tey Swee Nai Nancy and Mr Peh Kwee Chim, the majority of whom, including the Chairman, are independent non-executive directors. The role of the Remuneration Committee is to review and approve the remuneration including the grant of aggregate variable bonuses, share options and performance shares to all employees of PCI including the executive directors.

While the Chief Executive Officer is in attendance at Remuneration Committee meetings, he does not attend discussions relating to the review of his performance and compensation.

The Remuneration Committee in establishing the framework of remuneration policies for its directors and senior executives is largely guided by the financial performance of the Company. The primary objective is to align the interest of management with that of the shareholders. In this respect, it believes that remuneration should be competitive and sufficient to attract, retain and motivate executive directors and senior executives to manage the Company well. Pay levels, benefits and incentives are structured to focus them to achieve corporate objectives.

The remuneration package generally comprises of two components. One component is fixed in the form of a base salary that includes the 13th month based Annual Wage Supplement (“AWS”). The other component is variable consisting of performance and incentive bonuses. The variable portion is largely dependent on the financial performance of the Company as the Remuneration Committee strongly supports and endorses the flexible wage system because it gives the Company more flexibility to ride through economic downturns. The Remuneration Committee has adopted set profitability levels to be achieved before performance bonuses are payable. The level of performance bonuses is also subject to how shareholders value is enhanced such as through the returns on their investment in the form of dividend paid.

The Executive Chairman, Mr Peh Kwee Chim has voluntarily declined receiving share options. Non-executive directors are not eligible for grant of share options as the Remuneration Committee believe that their independence can be better preserved and their discharge of their duties will not be influenced or affected by movements in the Company’s share price. All non-executive directors are paid directors’ fees which are subject to approval at AGMs.

The directors’ remuneration in bands of US$150,000 is disclosed below. The remuneration of the top five executives who are not also directors of the Company in bands of US$150,000 is disclosed. The names of the top five executives who are not also directors of the Company have not been disclosed for competitive reasons and to maintain confidentiality of staff remuneration matters.

Directors’ Remuneration paid in respect of Financial Year ended 30 June 2005

Directors of company Base Variable Directors’ Share Options Salary Payments Fees Total Granted

US$450,000 to US$599,999Mr Peh Kwee Chim 46% 54% 0% 100% NIL

US$300,000 to US$499,999Mr Teo Teck Chuan 56% 44% 0% 100% NIL

Below US$150,000The late Mr Goh Sin Tub 0% 0% 100% 100% NIL Mr Loh Kee Kong 0% 0% 100% 100% NILMr Lim Kwee Siah 0% 0% 100% 100% NILDr Tan Cheng Bock 0% 0% 100% 100% NILMs Tey Swee Nai Nancy 0% 0% 100% 100% NIL

Notes: 1. Base salary includes the 13th month AWS, allowances and benefits in kind such as the use of Company cars. 2. Variable payments are subject to financial performance of the Company. 3. Mr Goh Sin Tub passed away on 16 November 2004 4. Ms Tey Swee Nai Nancy was appointed to the Board on 1 February 2005

Corporate Governance Report (cont’d)


49

Remuneration of Top Five Executives who are not also Directors of the Company in respect of Financial Year ended 30 June 2005

Remuneration Bands Number of Employees

US$150,000 to US$299,999 4Below US$150,000 1

AUDIT COMMITTEE

The Audit Committee comprises Ms Tey Swee Nai Nancy (Committee Chairman), Dr Tan Cheng Bock and Mr Lim Kwee Siah, the majority of whom, including the Chairman, are independent non-executive directors. Mr Lim Kwee Siah and Ms Tey Swee Nai Nancy have accounting or related financial management expertise and experience. The Board considers Dr Tan Cheng Bock as having sufficient financial knowledge and experience to discharge his responsibility as a member of the Committee.

The Audit Committee meets at least four times a year to carry out its role of reviewing the financial reporting process, the systems of internal control, management of financial risks and the audit process.

Functions performed by the Audit Committee include the following:

(a) reviewing the audit plans and results of the external auditors’ examination and evaluation of the group’s systems of internal accounting controls; (b) reviewing the Group’s financial and operating results and accounting policies; (c) reviewing the scope and results of the internal audit procedures; (d) reviewing the financial statements of the Company and the consolidated financial statements of the Group before their submission to the directors of the Company and the external auditors’ report on those financial statements; (e) reviewing the quarterly, half-yearly and annual announcements as well as the related press releases on the results and financial position of the Group and of the Company; (f) reviewing the co-operation and assistance given by the management to the Group’s external auditors; (g) reviewing internal audit plan and findings; (h) evaluating the cost effectiveness, independence and objectivity of the external auditors and the nature and extent of the non- audit services provided by them; (i) reviewing the re-appointment of the external auditors of the Company; and (j) reviewing interested person transactions.

The Audit Committee has authority to investigate any matters within its terms of reference and has full access to and cooperation from management, in addition to its direct access to the external auditors.

Accountability And Audit

ACCOUNTABILITY

PCI recognizes the importance of providing the Board with a continual flow of relevant information on an accurate and timely basis in order that it may effectively discharge its duties. On a monthly basis, Board members are provided with business and financial reports comparing actual performance with budget with highlights on key business indicators and major issues.

PCI has voluntarily implemented quarterly reporting of its financial results from Financial Year ending 2004 for greater transparency.


50

INTERNAL CONTROLS

The Board has ultimate responsibility for the system of internal controls maintained by the Company to safeguard the shareholders’ investments and the Company’s assets and for reviewing their effectiveness. The system is intended to provide reasonable but not absolute assurance against material misstatements or loss, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practice, and the identification and containment of business risk.

PCI’s external auditors, Deloitte & Touche (“Deloitte”), have also, in the course of their statutory audit, carried out a review of the Company’s system of internal controls to the extent of their planned reliance as laid out in their audit plan. Any material non-compliance and internal control weaknesses noted during their audit and their recommendations to address such non-compliance and weaknesses are reported to the Audit Committee. The Audit Committee Chairman also sets aside time during the year to meet with the external auditors to discuss internal controls and various accounting issues, in the absence of management. The management follows up on Deloitte’s recommendations as part of its role in the review of the Group’s internal control systems. The Audit Committee is of the opinion that there are adequate internal controls in the Company.

The Audit Committee also reviewed the non-audit services provided by the external auditors and was satisfied that the independence of the external auditors would not be impaired. The Audit Committee has recommended to the Board that Deloitte be nominated for reappointment as auditors at the forthcoming AGM of the Company.

The Board and the Audit Committee are satisfied that the appointment of V.A.T. Accounting Auditors & Consultants as the auditor of Polymicro (Thailand) Co. Ltd would not compromise the standard and effectiveness of the audit of the Group.

The Company has established an internal audit function that is independent of the activities it audits. The Head of Internal Audit reports primarily to the Chairman of the Audit Committee and administratively to the Chief Executive Officer. The Internal Auditors meet the standards set by recognized professional bodies including the Standards For the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. The Audit Committee has reviewed the adequacy of the internal audit function and is satisfied that the Company’s internal audit function is adequately sound.

Risk Management

Risk management is essential to the Company’s business. The Company has established risk management policies, guidelines and control procedures to identify operational risks and monitor and manage these risks.

PCI has implemented a Group insurance program and has in place a Business Continuity Planning Program. The Group also has in place a system for financial monitoring and control.

COMMUNICATION WITH SHAREHOLDERS

PCI believes in regular and timely communication with investors. The Company is open to meetings with investors and analysts.

The Company maintains its own website which provides copies of all publicly disclosed financial information, annual reports, news releases and announcements.

PCI is in full support of the Code’s principle to encourage shareholder participation. PCI’s Articles of Association allow a member entitled to attend and vote to appoint a proxy to attend and vote instead of the member and also provide that a proxy need not be a member of PCI. Voting in absentia by fax or email may only be possible following careful study to ensure that integrity of the information and authentication of the identity of shareholders are not compromised.



51

Securities Trading

The Group has adopted the SGX Best Practices Guide with respect to the dealings in securities for the guidance of directors and officers. PCI’s directors and officers are prohibited from dealing in PCI’s shares on short-term considerations, during the period commencing two weeks before the announcement of PCI’s financial statements for each of the first three quarters of its financial year, or one month before the annoucement of PCI’s financial statements for the financial year, and ending on the date of the announcement of the relevant financial statements, or if they are in possession of unpublished price-sensitive information on the Group.

Interested Person Transactions Policy

As a listed company on the SGX, PCI is required to comply with Chapter 9 of the SGX Listing Manual on interested person transactions. To ensure compliance with Chapter 9, PCI has taken the following steps:

(a) business units have been notified of the provisions of Chapter 9 and are aware of their obligations; (b) new subsidiaries on incorporation or acquisition are informed of their obligations under Chapter 9; (c) PCI writes to its directors once a year for an update on their personal particulars for Chapter 9 monitoring.

The following are details of the interested person transactions entered into by PCI in Financial Year ended 30 June 2005:

Name of Interested Person Aggregate value of all interested person transactions during the financial year ended 2005 (excluding transactions less than S$100,000/US$58,000) S$’000/ US$’000

Chuan Hup Holdings Ltd. Group of Companies 464/279Enabling Technology Pty Ltd. 797/479

Conclusion

PCI recognizes the importance of good corporate governance practices for maintaining and promoting investor confidence. PCI will continue to review and improve its corporate governance practices on an ongoing basis.


52

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The attendance of each Director at Board meetings and Board committee meetings during the financial year ended 30 June 2005 is as follows:

Board Meetings

Regular Board Meetings Ad Hoc Board Meetings No. of No. of No. of No.of meetings meetings meetings meetingsDirector Notes held attended held attended

Mr Peh Kwee Chim 6 4 - -Dr Tan Cheng Bock (Independdent) 6 5 - -Mr Loh Kee Kong 6 6 - -Mr Lim Kwee Siah 6 6 - -The late Mr Goh Sin Tub (1) 3 2 - -Mr Teo Teck Chuan 6 6 - -Ms Tey Swee Nai, Nancy (Independent) (2) 3 3 - -

Board Committee Meetings

Nominating Audit Remuneration Committee Meetings Committee Meetings Committee Meetings No. of No. of No. of No. of No. of No. of meetings meetings meetings meetings meetings meetings Notes held attended held attended held attended Mr Peh Kwee Chim 1 1 - - 1 1Mr Tan Cheng Bock (Independent) 1 1 4 3 1 1The late Mr Goh Sin Tub (1) - - 2 1 1 1Mr Lim Kwee Siah - - 4 4 - -Ms Tey Swee Nai Nancy (Independent) (2) - - 2 2 - -

(1) Mr Goh Sin Tub passed away on 16 November 2004(2) Ms Tey Swee Nai Nancy was appointed to the Board on 1 February 2005



53

Statistics of Shareholdingas at 31 August 2005

SHARE CAPITAL Authorised Share Capital - 300,000,000 ordinary shares of $0.25 each Issued and Fully Paid Capital - 198,264,000 ordinary shares of $0.25 each BREAKDOWN OF SHAREHOLDINGS BY RANGE SIZE OF NUMBER OF % OF NUMBER % OF ISSUED SHAREHOLDINGS SHAREHOLDERS SHAREHOLDINGS OF SHARES SHARE CAPITAL

1 - 999 10 0.13 1,800 0.00 1,000 - 10,000 6,150 79.48 28,952,000 14.60 10,001 - 1,000,000 1,563 20.20 56,462,200 28.48 1,000,001 AND ABOVE 15 0.19 112,848,000 56.92

TOTAL 7,738 100.00 198,264,000 100.00

TWENTY LARGEST SHAREHOLDERS

SHAREHOLDER’S NAME NUMBER OF SHARES % OF HOLDINGS

1 CHUAN HUP HOLDINGS LIMITED 64,900,000 32.73 2 DBS NOMINEES PTE LTD 11,595,700 5.85 3 KIM ENG SECURITIES PTE. LTD. 7,648,000 3.86 4 UNITED OVERSEAS BANK NOMINEES PTE LTD 5,795,000 2.92 5 LIM & TAN SECURITIES PTE LTD 4,484,000 2.26 6 DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 2,762,100 1.39 7 LOW BENG BAK 2,590,000 1.31 8 OCBC NOMINEES SINGAPORE PTE LTD 2,540,000 1.28 9 CITIBANK CONSUMER NOMINEES PTE LTD 2,270,000 1.15 10 PHILLIP SECURITIES PTE LTD 1,817,000 0.92 11 OCBC SECURITIES PRIVATE LTD 1,690,000 0.85 12 HSBC (SINGAPORE) NOMINEES PTE LTD 1,403,200 0.71 13 CITIBANK NOMINEES SINGAPORE PTE LTD 1,211,000 0.61 14 UOB KAY HIAN PTE LTD 1,084,000 0.55 15 HL BANK NOMINEES (SINGAPORE) PTE LTD 1,058,000 0.53 16 MERRILL LYNCH (SINGAPORE) PTE LTD 968,000 0.49 17 CHEONG SENG PEOW PETER 835,000 0.42 18 CHONG AH KAU @ CHONG LOONG TECK 700,000 0.35 19 MAYBAN NOMINEES (SINGAPORE) PTE LTD 676,000 0.34 20 HONG LEONG FINANCE NOMINEES PTE LTD 610,000 0.31 TOTAL: 116,637,000 58.83

SUBSTANTIAL SHAREHOLDERS (as shown in the Register of Substantial Shareholders) SHAREHOLDER’S NAME NUMBER OF SHARES % OF HOLDINGS

CHUAN HUP HOLDINGS LIMITED 64,900,000 32.73 Note:

(a) Based on information available to the Company as at 31 August 2005, approximately 67.19% of the issued ordinary shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited is complied with.


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Ordinary Business:

1. To receive and adopt the Audited Accounts for the financial year ended 30 June 2005 together with the reports of the Directors and the Auditors thereon.

2. To declare a first and final dividend of S$0.03 cents per share less income tax of 20% for the financial year ended 30 June 2005.

3. To re-elect Ms Tey Swee Nai Nancy who ceases to hold office in accordance with Article 120 of the Company’s Articles of Association and who, being eligible, offers herself for re-election. [See Explanatory Note 1]

4. To re-elect Mr Teo Teck Chuan who retires by rotation in accordance with Article 110 of the Company’s Articles of Association and who, being eligible, offers himself for re-election. [See Explanatory Note 2]

5. To re-elect Mr Loh Kee Kong who retires by rotation in accordance with Article 110 of the Company’s Articles of Association and who, being eligible, offers himself for re-election. [See Explanatory Note 3]

6 To approve the payment of fees for Non-Executive Directors for the financial year ended 30 June 2005.

7. To appoint Auditors and to authorise Directors to fix their remuneration.

8. To transact any other business of an Annual General Meeting.

Special Business:

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

“That authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons 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,

Notice of Annual General MeetingNOTICE IS HEREBY GIVEN that the SIXTEENTH ANNUAL GENERAL MEETING of the Company will be held at The Board Room, 390 Jalan Ahmad Ibrahim, Singapore 629155 on 12 October 2005 at 10.30 a.m. to transact the following businesses:

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

PCI Limited(Incorporated in the Republic of Singapore)(Company Registration No. 198804482N)


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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 of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20 per cent of the issued share 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 (the “SGX-ST”) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued share capital shall be based on the issued share capital of the Company 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 consolidation or subdivision of shares; and

(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 for the time being of the Company; and

(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.

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

“That approval be and is hereby given to the Directors to offer and grant options in accordance with the provision of the PCI Limited Employees’ Share Option Scheme 2003 (the “2003 Scheme”) and to offer and grant awards in accordance with the provisions of the PCI Limited Performance Share Plan (the “Plan”) and to allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the vesting of awards under the Plan, provided that the aggregate number of shares to be issued pursuant to the 2003 Scheme and the Plan shall not exceed fifteen per cent (15%) of the total issued share capital of the Company for the time being or such new limit as may be specified by the Singapore Exchange Securities Trading Limited Listing Manual from time to time.”

(Resolution 9)


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NOTICE IS ALSO HEREBY GIVEN that the Transfer Book and Register of Members of the Company will be closed on 21 October 2005 for the preparation of dividend warrants. Duly completed registrable transfers of the ordinary shares of S$0.25 each in the capital of the Company (“Shares”) received by the Company’s Registrar, Barbinder & Co Pte Ltd of 8 Cross Street #11-00, PWC Building, Singapore 048424, up to 5.00 p.m. on 20 October 2005 will be registered to determine members’ entitlements to the proposed dividend. The proposed dividend, if approved at the 16th Annual General Meeting, will be paid on 4 November 2005.

Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with Shares at 5.00 p.m. on 20 October 2005 will be entitled to the proposed dividend.

Dated this 23rd day of September 2005

By Order of the Board

Lee Keng PohCompany Secretary

Notes:

1. A member of the Company who is entitled to attend and vote at the above Meeting is entitled to appoint a proxy to attend and vote on his behalf. Such proxy need not be a member of the Company.

2. The instrument appointing a proxy must be lodged at the registered office of the Company at 386 Jalan Ahmad Ibrahim, Singapore 629156, not less than 48 hours before the time appointed for the Annual General Meeting.

Explanatory Notes:

1. Ms Tey Swee Nai Nancy, if re-appointed, will continue as Chairman of the Audit Committee and a member of the Nominating and Remuneration Committees. Ms Tey is considered an independent director.

2. Mr Teo Teck Chuan is considered a non-independent director.

3. Mr Loh Kee Kong is considered a non-independent director.

Notice of Annual General Meeting (cont’d)

PCI Limited(Incorporated in the Republic of Singapore)(Company Registration No. 198804482N)


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NO ORDINARY RESOLUTIONS FOR AGAINST

Ordinary Business

1 Adoption of Accounts and Reports

2 Declaration of First and Final Dividend

3 Re-election of Director – Ms Tey Swee Nai Nancy

4 Re-election of Director – Mr Teo Teck Chuan

5 Re-election of Director – Mr Loh Kee Kong

6 Payment of Fees to Non-Executive Directors

7 Appointment of Auditors

Special Business

8 Approval of proposed Share Issue Mandate

9 Authority to Grant Options and Awards and to Issue Shares pursuant to the PCI Limited Employees’ Share Option Scheme 2003 and the PCI Limited Performance Share Plan

proxy formPCI LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 198804482N)

IMPORTANT1. For investors who have used their CPF moneys to buy shares in

the capital of PCI Limited, this Annual Report 2005 is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

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

Total Number of Shares held

I/We (Name)

of (Address)

being a member/members of PCI Limited (the” Company”) hereby appoint

or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Sixteenth Annual General Meeting of the Company to be held at The Board Room, 390 Jalan Ahmad Ibrahim, Singapore 629155 on 12 October 2005 at 10.30 a.m. and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set out in the Notice of the Sixteenth Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting).

NAME ADDRESS NRIC/PASSPORT PROPORTION OF NUMBER SHAREHOLDINGS (%)

(a)

and/or (delete as appropriate)

(b)

Dated this day of 2005

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

IMPORTANT: PLEASE READ NOTES ON THE REVERSE


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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, Cap 50), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and 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. Such proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his 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 386 Jalan Ahmad Ibrahim, Singapore 629156, not less than 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 a resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Cap 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 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

Documents

Mission · Announcement of Half-year Financial Results 4 February 2005 Announcement of Third Quarter Financial Results 6 May 2005 Announcement of Full-Year Financial Results 5 August