STAYING ON TRACK · 1.28 cents for FY2009 compared to 1.14 cents a year ago. Sustained Growth Momentum We aim to build on the Group’s 2H2009 growth momentum and achieve a stronger

SUPERIOR MULTI-PACKAGING LIMITEDANNUAL REPORT 2009

STAYING ON TRACK

contents

2corporate Profile

3Group Financial Highlights

4Regional Footprint

6chairman’s statement

8operation Review

12Board of Directors

16Management team

17Financial statements

to become a regional leader in the manufacturing of metal and flexible packaging through product and service

excellence, continuous process improvements, and research in new technologies.

Our COrpOrate CredO

1superior Multi-Packaging LimitedAnnual Report 2009

We believe sMPL is Staying On track for growth in FY2010 by focusing

on market expansion while strengthening our operations and financials.

driving process Improvement

Optimising Human resources

exercising prudent Cost Management

expanding Market presence

the combination of these efforts will see us ride on the sector recovery for

a stronger FY2010.

2 superior Multi-Packaging LimitedAnnual Report 2009

understanding Superior Multi-packaging Limited

coRPoRAte PRoFiLe


ouR PRoFiLeListed on the singapore exchange Main Board, superior Multi-Packaging Limited is an industry leader in the production of metal containers and flexible packaging materials. since our inception in 1979, we have become a formidable brand name in east Asia and south east Asia. our network spans singapore, china, Vietnam and the Philippines.

ouR coMMitMentour clients’ satisfaction is the ultimate guidepost to our success. With our production facilities situated in close proximity to our major customers, sMPL meets customers’ expectations with shorter turnaround times and lower logistic costs.

together with our commitment to product quality, fast turnaround time and excellent after-sales support, sMPL has developed strong relationships with many of its customers, which mainly consists of multinational corporations. As a close partner in their product development efforts, we expect to support them closely in their new product roadmaps.

ouR FutuReWith our proven record in the industry coupled with excellent engineering capabilities, sMPL is in a strong position to tap into future growth opportunities in the various industries we serve. Led by an experienced and dedicated management team, our Group continuously invests in research and development to refine our production processes and introduce new products and services.

ouR Business Lines

Metal packaging We produce metal packaging in the form of high-quality pails and cans for the paint, chemical, petrochemical, marine and edible oil industries. in addition, we offer customised metal printing services.

Flexible packaging We manufacture a wide range of customised flexible packaging materials that cater to the food and beverage, healthcare and pharmaceutical and other industries.


Springing Back to Formthe strong set of numbers we recorded in 2009 are reflective of how, after contending with volatile market conditions during the first half of the year, we managed to leverage on our strengths and improve our earnings. More importantly, our key performance indicators for the year give us a more upbeat business outlook for 2010.

turnover (1H09 vs 2H09) turnover Composition

By segment

By Marketturnover (Year-on-Year comparison)

$68.7million

$78.6million

in 1H09

FY08FY07FY06

in 2H09

FY09

Gross profit Net profit attributable to Shareholders

dividend

We recorded a net profit of

$2.3 million which is an improvement of 12.3% from FY2008.What’s even more remarkable is the fact that our earnings in 2H09 alone ($2.2 million) surpassed our entire earnings in FY2008($2.1 million).

Gross profit Margin

Our gross profit stood at

$15.6 million, up by 5.3% from

$14.8 million in FY2008.

through prudent inventory management and optimised operations, we were able to improve our margins by 80 basis points despite lower sales.

9.8% 10.6%in FY08 in FY09

the 14.4% increase

was achieved as new and

existing customer orders

started to pick up during

2H09 in line with the

economic recovery.

the 2.3% dip was

generally due to lower sales

from the flexible packaging

segment, mitigated by

higher sales of metal

packaging products.

2009:notes on ournumbers


60%

$150

.7m

$122

.4m

$106

.3m

$147

.2m

49%47%

4%

32%

8%

Metal Packaging Flexible Packaging others

singapore china others

Announced Dividend of

0.3 cents of FY09 earnings

23%=


SUPERIOR MULTI-PACKAGING LIMITED

4 Superior Multi-Packaging LimitedAnnual Report 2009

100%Langfang, HebeiSuperIOr (LaNGFaNG) MuLtI-paCKaGING CO., LtdManufacturing of metal pails and cans.

100%Langfang, HebeiLaNGFaNG Huade MetaL paCKaGING CONtaINer CO., LtdCustomised metal printing.

100%Ho chi Minh, VietnamSuperIOr MuLtI-paCKaGING (vIetNaM) CO., LtdManufacturing of metal pails and cans and plastic pails.

SuperIOr MuLtI-paCKaGING LIMItedMetal PackagingCustomised metal printing and manufacturing of metal pails and cans for paint, chemical, petrochemical, marine, edible oil and food industries.

Flexible PackagingCustomised printing and lamination to manufacture flexible packaging materials for food and beverage, healthcare and pharmaceutical and other industries.

96.3%HOOver StaINLeSS pte LtdFabrication and installation of architectural and decorative metalworks for commercial and residential properties and hotels. also a stainless steel specialist.

100%Wuqing, tianjinSuperIOr (tIaNJIN) MuLtI-paCKaGING CO., LtdManufacturing of metal pails and cans.


vIetNaM

CHINa

SINGAPORE

pHILIppINeS

Shanghai

Sichuan

Jiangsu

Guangdong

Hebeitianjin

Ho Chi Minh

Manila

5Superior Multi-Packaging LimitedAnnual Report 2009

100%chengdu, sichuan

SuperIOr (CHeNGdu) MuLtI-paCKaGING CO., LtdManufacturing of metal pails and cans.

100%Kunshan, JiangsuKuNSHaN Huade MetaL paCKaGING CONtaINer CO., LtdManufacturing of metal pails and cans.

100%Pudong, shanghaiSuperIOr preCISION MOuLdS & paCKaGING CONtaINer (SHaNGHaI) CO., LtdManufacturing of metal pails and cans.

95%Pudong, shanghaiNeO teCH paCKaGING (SHaNGHaI) CO., LtdManufacturing of laminated metal plates.

96.3%Pudong, shanghaiSHaNGHaI HOOver StaINLeSS SteeL CO., LtdManufacturing of titanium and mirror-finish stainless steel.

100%Huiyang, GuangdongSuperIOr MetaL prINtING (HuIYaNG) CO., LtdManufacturing of metal pails and cans.

100%Guangzhou, GuangdongGuaNGzHOu SuperIOr MuLtI-paCKaGING CO., LtdManufacturing of metal pails and cans.

100%Manila, PhilippinesSuperIOr MetaL prINtING pHILS., INCtrading of packaging materials.


dear Shareholders,

on behalf of the Board, i am pleased to present you the annual report for superior Multi-Packaging Limited and its subsidiaries (“sMPL” or “the “Group”) for the financial year ended 31 December 2009 (“FY2009”).

FY2009 continued to be a challenging year for our industry. in particular, we came under intense pricing pressure from our customers in 1H2009, following the financial crisis in 2008. Against this backdrop, our management team and staff continued to work hard to develop new sales channels and expand our customer base, while keeping a tight control over capital expenditure and inventory levels.

our concerted efforts helped to strengthen the company financially and enabled it to take advantage of the sector recovery in 2H2009. this resulted in our profit after tax (“PAt”) rising from s$143,000 in 1H2009 to s$2.3 million in 2H2009. Boosted by our sterling 2H2009

RESPONDING TO ThE ChALLENGE AS ONE

cHAiRMAn’s MessAGe

“despite the many challenges in FY2009, we have done remarkably well to improve our sales volume while strengthening the Group operationally and financially.”

performance, we delivered another year of growth as our PAt rose by 13.0% y-o-y to s$2.3 million in FY2009. correspondingly, basic earnings per share (“ePs”) rose to 1.28 cents for FY2009 compared to 1.14 cents a year ago.

Sustained Growth Momentum

We aim to build on the Group’s 2H2009 growth momentum and achieve a stronger top-line growth in FY2010 with our focused strategies on market expansion, process enhancement, optimization of human resources and prudent cost management.

turNOver

FY08FY07 FY09

$150.7m

$122.4m$147.2m


cHAiRMAn’s MessAGe

in terms of market expansion, we will continue to drive growth in china where demand for metal packaging products continues to rise in tandem with china’s rapid economic recovery. With our strong track record in china, we are confident of expanding our customer base with the addition of more multi-national corporations (“Mncs”). Apart from china, we are also looking for opportunities to extend our geographical presence in new emerging markets, such as india.

Developing initiatives to enhance our operational efficiency remain as one of our top priorities in improving our margins. our satellite facilities in china, located in Guangzhou and Kunshan, have proven to be a success in improving turnaround time and reducing logistic costs, and we aim to add more of such facilities in the near future. We are also exploring M&A opportunities to improve our process integration and provide value-add to customers by adding new capabilities.

Lastly, the events during the past year have taught us to be prepared for any challenges. We will continue to manage our cash flow and borrowings.

on behalf of the Board, i would like to extend my sincere thanks to our shareholders, staff, clients, professional advisors, business partners and associates for their continued support and trust in sMPL.

prof. tan Chin tiongNon-Executive Chairman

in FY2009, we successfully improved our cash flow while reducing our net gearing level from 44% in FY2008 to 36% in FY2009. We will continue to maintain this same level of discipline as we continue to explore growth opportunities to create greater value for our shareholders in the long term.

In appreciation

Despite the difficult macro environment, the Board of Directors maintained a dividend payout of 0.3 singapore cents per share for FY2009 to reward our loyal shareholders. this payout represented 23.4% of our FY2009 earnings.

Net prOFIt

FY08FY07 FY09

$2.1 m$2.0 m

$2.3 m

GrOSS prOFIt

FY08FY07 FY09

$13.7 m$14.8 m

$15.6 m


oPeRAtion ReVieW

CeO’s message

FY2009 was a particularly difficult year for sMPL as we continued to be under pricing pressure from our customers as a result of the prolonged economic slowdown. Despite the challenging macro environment, we pushed ahead with our business development efforts to secure more customers and diversify our earnings stream. At the same time, we continued to keep our operations lean by improving our operational efficiency and implementing cost saving measures.

the combination of the above efforts allowed us to weather the crisis over 2008-09 and put us in a strong position to benefit from the economic recovery in 2H2009. this is reflected in our sterling financial results in 2H2009.

our sales jumped 14.4% to s$78.6 million in 2H2009 compared to s$68.7 million in 1H2009 as we benefited from our larger customer base as well as order resumption from existing customers in line with the economic recovery.

We also managed to improve our gross margins from 8.8% in 1H2009 to 12.2% in 2H2009 with our efforts to maintain a leaner inventory level as well as the stabilisation of raw material prices in 2H2009. As a result, PAt outpaced revenue growth to s$2.2 million in 2H2009 from s$143,000 in 1H2009. this is a remarkable set of results considering that our 2H2009 PAt was higher than the entire FY2008 PAt of s$2.1 million.

Despite a commendable performance, we will not rest on our laurel and will continue to seek new growth opportunities for both our metal and flexible packaging businesses.

Business and Financial review

Despite the challenging environment, the Group’s FY2009 revenue declined

only marginally by 2.3% y-o-y to s$147.2 million as higher sales from our metal packaging segment helped to mitigate the drop in revenue from our flexible packaging segment. Metal packaging and flexible packaging segments accounted for 60.0% and 32.0% of total sales, respectively.

our metal packaging segment saw an encouraging 3.6% increase in sales to s$88.3 million backed by higher volume sales in china. overall, sales volume of metal cans, pails and drums rose 8.5% y-o-y to about 39 million units in FY2009.

As for the flexible packaging segment, revenue dropped 13.8% y-o-y to s$47.2 million due to lower demand from our customers in the food and beverage sector. We were

oPeRAtion ReVieW

BY SeGMeNt

BY MarKet

60%Metal Packaging Flexible Packaging others

singapore china others

32%

8%

47%49%

4%

“We are confident of maintaining our recovery momentum in FY2010 by expanding to new markets and optimizing our process and human resources.”


A CIRCUMSPECT DISCIPLINEin optimising our operations.


oPeRAtion ReVieW

also affected by lower selling prices in line with the drop in the cost of raw materials in FY2009.

in terms of geographical segmentation, singapore accounted for 48.8% of FY2009 total revenue with sales of s$71.8 million. sales from singapore have declined by 10.9% from FY2008 mainly due to lower turnover from the flexible packaging segment.

on the other hand, sales in china have been growing rapidly and now accounts for 47.0% of the total revenue, up from 42.4% in FY2008. sales from the metal packaging segment in china rose 8.3% y-o-y to s$69.2 million mainly due to our successful efforts in securing higher orders from multi-national customers in the PRc.

sales from other markets, Vietnam and the Philippines, remained stable at about s$6.2 million, similar to the level in FY2008. this represented 4.2% of the total sales in FY2009.

the Group’s gross profit improved 5.3% to s$15.6 million while gross margin improved from 9.8% to 10.6%. the improvement in gross margins reflected the Group’s efficiency in handling inventories and operations. consequently, the Group registered a 12.3% y-o-y increase in net earnings to s$2.3 million in FY2009.

in view of the challenging economic condition, the Group focused on managing its working capital and liquidity in FY2009.

the Group’s cash conversion cycle has improved from 136 days in FY2008 to 114 days in FY2009, primarily due to lower inventory days with more prudent management of inventory levels as well as increased sales over 2H2009.

the Group’s cash position also improved to s$10.7 million from s$5.9 million a year ago as it generated cash from operations of s$12.0 million compared to a cash outflow of s$7.9 million in FY2008. it also reduced borrowings by 4.4% y-o-y to s$35.6 million as of 31 December 2009, with net gearing down y-o-y to 36% from 44%.

Outlook and Forward Strategies

We believe our growth momentum can sustain into FY2010, driven mainly by our metal packaging business. We entered china in FY1994 to support our key customer and have over the years grown our presence and significantly enlarged our customer base. With rising demand for our products, we believe china will be our main growth driver and we will build on our excellent track record to expand our market presence in china.

While the cost of raw material will continue to be a concern, we are positive that the cost savings derived from enhancing our production processes will help to mitigate any fluctuations in raw material costs. We will also continue to work closely with major customers to adjust our selling prices to be more in line with raw material prices.

the flexible packaging segment will continue to see challenge with rising competition. As such, we intend to be selective and focus only on the sales of higher margin products, instead of competitive pricing that would affect our profit margins.

in view of the challenging operating environment, the management will continue to be prudent in cash flow management and stringent in inventory management. We are confident that with sMPL’s robust fundamentals, the Group will continue to be successful in years to come.

Mr Wang Gee HockChief Executive Officer

“the Group will adopt a cautious approach in exploring new markets while maintaining our enthusiasm for expansion.”


in developing a stronger clienteleA FOCUSED VIEW

BoARD oF DiRectoRs


Professor Tan Chin Tiong

professor tan Chin tiongNon-Executive Chairman

Professor tan was appointed the Group’s non-executive chairman in september 2008, having served as the Group’s independent non-executive Director since July 1990. He currently sits on the Board of citibank singapore Ltd, Hersing corporation Ltd, Health Management international Ltd, Hup soon Global corporation Ltd and communication Design international Ltd. He had served as an advisor and consultant to many other local and global corporations.

Professor tan is President of the singapore institute of technology. He is also a founding member of the singapore Management university, and was its Provost and Deputy

President from 1999 to 2009. He is also an accomplished writer, having written many business and marketing books. Professor tan holds a doctorate in Business Administration from the Pennsylvania state university, usA.

Mr Ng Chok SayDeputy Chairman

Mr ng is the Deputy chairman and one of the founders of the Group. He has been a Director since 1979.

Before setting up sMPL, Mr ng worked in the paint manufacturing industry for over 14 years and has accumulated a wealth of knowledge and established regional contacts. Recognised as one of the pioneers in the local metal packaging industry, Mr ng is known for his extensive marketing and management experience in the metal packaging business in singapore and the region.

Mr Ng Chok Say Mr Wang Gee Hock

Mr Wang Gee HockChief Executive Officer

Mr Wang is the chief executive officer of the Group and was appointed to the board on 3 March 2008. He is responsible for all aspects of the Group’s business operations as well as strategy development. Mr Wang first joined the Group in 1999 and most recently held the position of Group General Manager.

Mr Wang has been instrumental in enlarging our customer base and expanding our operations in singapore and china. He also has a strong grasp of the chinese market having spent five years (1995-1999) overseeing major infrastructure projects in china, during his previous employment. Leveraging on his extensive contacts and experience, the Group was able to secure new customers and increase the number of production facilities in china.

A colombo Plan/Mombusho scholar, Mr Goh holds a Bachelor of engineering degree from tokyo university and a Master of Business Administration from the university of california, usA.

associate professor Loh Han tongDirector

Associate Professor Loh was appointed an Alternate Director to Mr Goh chuen Jin on 1 June 1998 and was appointed a full Director on 6 April 2001. He is also a member of the executive Resource and compensation committee and Audit committee.

He is an Associate Professor in the Mechanical engineering Department at the national university of singapore. He currently holds the appointment of Vice-Dean (Graduate studies) at the Faculty of engineering.

BoARD oF DiRectoRs

Mr Goh Hup Jin Associate Professor Loh Han Tong


Mr Wang graduated from the nanyang technological university with a Bachelor’s degree in engineering (electrical & electronic engineering). He is also a director of the singapore Plastic industry Association.

Mr Goh Hup JinDirector

Mr Goh was appointed to the Board on 29 May 1995. He is also a member of the executive Resource, compensation committee and nominating committee.

Mr Goh is currently the chairman of nipsea Holdings international Ltd (nippon Paint Group), which provides paint and coating services for construction, automobile and industrial applications. He is also a Director and Vice-President of singapore-based Wuthelam Holdings, which specialises in the manufacture and sale of paints and coatings.

Associate Professor Loh holds a doctorate in Mechanical engineering from the university of Michigan at Ann Arbor, usA. He had been a Visiting scholar at stanford university and was a Fellow of the singapore Mit Alliance.

He is also currently a director of Yenom industries Pte Ltd, having been appointed since 3 January 2005.


Mr Ong Chow HongDirector

Mr ong was appointed to the Board as a Director on 28 February 1997. He is also the chairman of the Audit committee and a member of the nominating committee.

Mr ong is a certified Public Accountant of singapore and Fellow of the Australian society of certified Practising Accountants. He also holds a Diploma in Management consultancy and Diploma in Management studies. Having worked for renowned organisations such as the Port of singapore Authority and esso standard Berhad, Mr ong has many years of management and executive experiences in the public and private sectors. He currently practices as a Management controls consultant.

He is a councillor of the Aljunied town council and chairman of

its Audit committee. Mr ong has received various accolades such as Public Administration Medal for his services in the Port of singapore Authority and the Friend of Labour Award for his contributions to Vicom Ltd – an enterprise of the singapore Labour Foundation.

Mr tay puan SiongDirector

Mr tay was appointed to the Board on 28 February 1997. He is the chairman of the executive Resource and compensation committee and a member of the Audit committee. Mr tay also sits on the board of three other public companies – stamford tyres corporation, GMG Global Limited and times Publishing Limited.

Mr tay graduated from the university of singapore with a Bachelor of Business Administration degree, attended the Harvard Business school Program for Management Development and is a member of the chartered institute of Logistics and transport. Mr tay is a Justice of the Peace.

Mr Ong Chow Hong Mr Tay Puan Siong

BoARD oF DiRectoRs


in spotting windows of opportunity.A PRUDENT PACE


Mr Chris San Mr Lim Ang Hock Mr Lee Siah Peng

MAnAGeMent teAM

Mr Lee Siah pengGeneral Manager

Mr Lee was appointed the General Manager on 1 october 2007. He is responsible for overall management and strategic planning of the singapore operations.

Mr Lee has over 17 years of experience in the metal packaging industry. Prior to joining the Group, he was the General Manager of an european industrial packaging company, Blagden Packaging singapore Private Limited. Before this, he was the General Manager of Hong Leong china Limited, responsible for the management and business development of singapore and china (Qingdao) operations, before he left the company in 2006.

Mr Lee graduated from the university of Royal Melbourne institute of technology with a Bachelor degree in Business Administration.

Mr Chris SanChief Financial Officer

Mr san is the chief Financial officer of the Group, a position he held since 1 september 2006. He is responsible for the overall financial and accounting functions of the Group, including treasury, statutory reporting, budgeting and forecasting, internal controls, taxation, corporate and investment matters.

Mr san has more than 17 years of experience in the financial field, holding management positions in various listed companies. Prior to joining the Group, Mr san was the Group Financial controller of new toyo international Holdings Ltd (october 2004 - August 2006), responsible for its financial operations in the Asia Pacific region. He was also the Group Finance Manager of Pacific century Regional Developments Ltd, before he left in september 2004.

Mr san graduated from the edith cowan university, Western Australia with a Business degree, majoring in Accountancy.

Mr Lim ang HockChief Operating Officer

Mr Lim is the chief operating officer of the Group, a position he held since 3 January 2000. He has over 21 years of experience in senior positions in engineering, offshore and energy companies in singapore, Malaysia, indonesia and china.

Mr Lim holds a First class Honours degree in Bachelor of science (Mechanical engineering) with Queen Mary London university and is a member of the institute of electrical engineers uK and British institute of Management.

Mr Lim was conferred the Public service Medal (PBM) and Public service star (BBM) by the President of singapore in 2004 and 2008 respectively.



18 Corporate Governance Report

29 Directors’ Report

33 Statement By Directors

34 Independent Auditors’ Report

35 Consolidated Statement of Income

36 Consolidated Statement of Comprehensive Income

37 Statements of Financial Position

38 Statements of Changes in Equity

40 Consolidated Statement of Cash Flows

41 Notes to Financial Statements

83 Properties Owned by the Group

84 Statistics of Shareholdings

87 Notice of Annual General Meeting

FINANCIALS CONTENTS


CORPORATE GOVERNANCE

The Company is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries. The Company aims to comply with the recommendations of the Code of Corporate Governance 2005 (“Code”) through effective self-regulatory corporate practices to protect and enhance the interests of its shareholders. This statement describes the Company’s corporate governance processes and activities with reference to the Code. The Board is pleased to confirm that for the financial year ended 31 December 2009, the Company generally adhered to the principles and subsidiaries as set out in the Code.

The Board’s Conduct of its Affairs

Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

The Board effectively leads the Company, working together with Management to achieve success for the Group. Management remains accountable to the Board.

In addition to its statutory duties, the Board's principal functions are:

1. To provide guidance on and to approve the Group's strategic plans, key operational initiatives, major investments and divestments and funding requirements;

2. To approve the annual budget, review the performance of the business and to approve the release of the financial results of the Group to shareholders;

3. To provide guidance in the overall management of the business and affairs of the Group and to review Management’s performance;

4. To set the framework for and to oversee the processes for risk management, financial reporting and compliance;

5. To set the Company’s values and standards and to provide guidance to Management to ensure that the Company’s obligations to its shareholders and the public are met; and

6. To approve the recommended framework of remuneration for the Board and key executives by the Executive Resource and Compensation Committee.

The Board is obliged to act in good faith and consider all times the interest of the Company.

The Company has adopted a set of approving authority limit, setting out the level of authorization required for specified transactions, including those that require Board approval. Newly appointed directors will be briefed by Management on the history and business operations and corporate governance practices of the Group. The Board is updated from time to time on changes to regulations and accounting standards which have a material bearing on the Company.

The Company will issue a formal letter of appointment to new directors setting out their duties and obligations when they are appointed.

To assist in the execution of its responsibilities, the Board has delegated decisions on certain Board matters to specialize Board Committees. Minutes of the Board Committee Meetings are available to all Board members.

During the year 2009, 3 scheduled Board Meetings were held. Ad hoc meetings are held when the circumstances require. Details relating to the number of Board and committee meetings held in the year 2009 and the attendance of the Directors are set out on Page 28 of this Report.



Board Composition and Guidance

Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board's decision making.

The Board comprises seven Directors, of which four of them are independent Directors.

The Board is supported by various committees, namely, the Executive Committee, the Audit Committee, the Executive Resource and Compensation Committee and the Nominating Committee whose powers and duties are described below. The Board is able to exercise objective judgement independently from Management and no individual or small group of individuals dominate the decisions of the Board. Non-executive Directors, when presented with proposals for their consideration, will evaluate the assumptions made by Management and these Directors also provide guidance to Management on different aspects of the Company’s business.

The Board is of the opinion that, given the scope and nature of the Group's operations, the size of the Board is appropriate for effective decision making.

The Board is made up of Directors who are qualified and experienced in various fields including manufacturing, engineering, business administration and accountancy. The profile of each of the Directors is provided at pages 26 to 27 of this Annual Report. Accordingly, the Board comprises persons, who as a group, have the necessary competencies to lead and manage the Company.

Chairman and Chief Executive Officer

Principle 3: There should be a clear division of responsibilities at the top of the company - the working of the Board and the executive responsibility of the company's business - which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

The roles of the Chairman and the Chief Executive Officer are separate. This is to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making.

The Chairman with the assistance of the Management ensures that there is effective communication with shareholders, encourages constructive relations between the Board and Management, as well as between Board members and promotes high standards of corporate governance.

Access to Information

Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis.

Board papers are generally sent to Directors at least one week prior to meetings of the Board and these would ordinarily include:

1. Financial management reports;

2. Reports on performance of the Group (together with notes on any significant variances from the budget);

3. Papers pertaining to matters requiring the Board's decision; and

4. Updates on key outstanding issues, strategic plans and developments in the Group.

The Company circulates copies of the Minutes of the Meetings of all Board Committees (including the Executive Committee) to all members of the Board to keep them informed of on-going developments within the Group.

Each Director has separate and independent access to the Company's senior management and the Company Secretary at all times. Should the Board, whether as a group or individually, require independent professional advice, such professionals (who will be selected with the approval of the Chairman or the Chairman of the Committee requiring such advice) will be appointed at the Company's expense.



The Company Secretary attends all Board Meetings and is responsible for ensuring that Board procedures are followed. With the assistance of Management and at the direction of the Chairman of the various sub-committees, the Company Secretary facilitates the information flow within the Board and its Committees and between senior Management and the non-executive Directors. The Company Secretary also advises the Board on compliance with the terms of the Companies Act, Cap. 50 and the Listing Manual. The appointment and the removal of the Company Secretary are decisions taken by the Board as a whole. Board Committees

Executive Committee

In the year 2009, the Executive Committee comprised:

Prof Tan Chin Tiong (Chairman)Mr Wang Gee Hock (Member) Mr Ng Chok Say (Member)

The Executive Committee meets 6 times in a year to review the performance of the Company and its subsidiaries. The Executive Committee also formulates the Group's strategic development initiatives and provides direction on new investments, on-going business operations and financial matters.

Executive Resource and Compensation CommitteePrinciple 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

The Executive Resource and Compensation Committee comprises of three independent Directors:

Mr Tay Puan Siong (Chairman)Assoc Prof Loh Han Tong (Member)Mr Goh Hup Jin (Member)

The Executive Resource and Compensation Committee is responsible for the administration of the Superior Multi-Packaging (2001) Executives' Share Option Scheme (“Scheme”) which is open to all full time employees of the Company or its subsidiaries holding the rank of Executive Officer and above as well as non-executive Directors, subject to the approval of independent shareholders, Controlling Shareholders and their associates. The Scheme was amended on 28 July 2007 to include and incentivise more employees who perform executive functions in the Group, to provide greater flexibility in deciding the amount of Options to be granted to categories of Participants in a financial year as well as the flexibility in deciding the amount of Options to be granted in a financial year.

Details of the Scheme are set out on pages 30 to 31 of the Annual Report.

The Executive Resource and Compensation Committee's role also includes reviewing and recommending to the Board an appropriate and competitive framework of the remuneration for the Board and key executives of the Group and to ensure that it is appropriate to attract, retain and motivate them to run the Group successfully. When the Committee deems it appropriate, it will appoint experts in the field of executive compensation to advise it.

In setting remuneration packages, the Executive Resource and Compensation Committee takes into account the performance of the Group as well as the Directors and key executives whilst aligning their interests with those of shareholders and linking rewards to corporate and individual performance as well as industry benchmarks. The review of remuneration packages takes into consideration the long term interests of the Group. The review covers all aspects of remuneration including salaries, fees, allowances, bonuses, options and benefits-in-kind. The Committee's recommendations are submitted to the Board for approval. The payment of Directors' fees is subject to the approval of shareholders.

Service contracts for Executive Directors are for a fixed appointment period and do not contain onerous record claims. Executive Directors have in their service contract a notice period of six months or less.



Disclosure on Remuneration

Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration, in the company's annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance.

The remuneration of Directors of the Company for the year 2009 is set out below: No. of options outstanding Allowances Share as at Fee Salary Bonus & benefits options Total 31 DecemberDirectors of the Company % % % % % % 2009

Below $250,000: 1 Goh Hup Jin 100 - - - - 100 -2 Ng Chok Say 100 - - - - 100 -3 Prof Tan Chin Tiong 81 - - - 19 100 800,0004 Ong Chow Hong 81 - - - 19 100 800,0005 Tay Puan Siong 81 - - - 19 100 800,0006 Assoc Prof Loh Han Tong 81 - - - 19 100 800,000 $250,000 to $500,000: 7 Wang Gee Hock - 62 21 5 12 100 3,000,000

The remuneration of the key executives of the Company for the year 2009 are set below:

Allowances Share Remuneration Band & Name of Salary Bonus & benefits options Total Key Executives of the Company % % % % %

$250,000 to $500,00: 1 Lim Ang Hock 72 9 15 4 100

Below $250,000: 1 San Meng Chee, Chris 64 15 12 9 100 2 Lee Siah Peng 71 10 19 - 100 This grouping is done to maintain the confidentiality of the remuneration packages of the key executives.

No immediate family members of the Directors are or were employed by the Group.

Details of the Company's share option scheme are set out in the Directors' Report at pages 30 to 31 of this Annual Report and note 23 to the Financial Statements.

Nominating CommitteePrinciple 4: There should be a formal and transparent process for the appointment of new directors to the Board.

Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

To facilitate a formal and transparent process for the appointment of new directors, the Board has formed the Nominating Committee.



The Nominating Committee comprises:

Prof Tan Chin Tiong (Chairman)Mr Goh Hup Jin (Member)Mr Ong Chow Hong (Member)

All the Committee members are non-executive Directors of the Company. The Chairman of the Committee is not directly associated with a substantial shareholder of the Company.

The Nominating Committee has written terms of reference and its role includes:

1. Making recommendations to the Board on all board appointments;

2. Re-nominating each individual Director having regard to the Director's contribution to the Group including attendance, preparedness, participation and candour;

3. Considering and determining on an annual basis, whether or not a Director is independent;

4. Deciding on how the Board's performance may be evaluated and propose objective performance criteria to the Board; and

5. Assessing the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness of the Board.

The independence of each Director is reviewed annually by the Nominating Committee based on the Code's definition of what constitutes an independent director.

The Nominating Committee is of the view that:

(a) Mr Ng Chok Say and Mr Goh Hup Jin are not independent Directors; and

(b) although some of the other Directors have other Board representations, the Nominating Committee is satisfied that these Directors are able to, and have, adequately carried out their duties as Directors of the Company. The Board has experienced minimal competing time commitments among its members as Board meetings are planned and scheduled with the involvement of the Board members well in advance of the meeting dates.

Pursuant to the Articles of Association of the Company:

(i) one third of the Directors retire from office at every Annual General Meeting;

(ii) a Managing Director is subject to the same provisions as to retirement, resignation and removal as the other Directors of the Company;

(iii) Directors appointed during the course of the year must submit themselves for re-election at the next Annual General Meeting of the Company.

The Nominating Committee has decided, given the background, experience and expertise of each Director, it would not be necessary to evaluate the individual performance of each Director. However, the Nominating Committee has assessed the effectiveness of the Board as a whole. In assessing the Board's effectiveness, the Nominating Committee considers a number of factors, namely, the Board's access to information, Board proceedings, the discharge of the Board's functions, response and the communications and guidance given by the Board to Management.

The search for new directors, if any, will be made through executive search companies, contacts and recommendations and shortlisted persons will be evaluated by the Nominating Committee before being recommended to the Board for consideration.



Accountability and Audit

Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

Accountability

In presenting the annual financial statements and announcements of financial results to shareholders, it is the aim of the Board to provide shareholders with a balanced and understandable assessment of the Company's and Group's performance, position and prospects. Through the circulation of the Minutes of the Executive Committee Meetings, the Board is provided with information as to the Company's performance, position and prospects on a regular basis.

Audit Committee

Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

The Audit Committee presently comprises:

Mr Ong Chow Hong (Chairman)Mr Tay Puan Siong (Member)Assoc Prof Loh Han Tong (Member)

The Committee members are all independent non-executive Directors, appropriately qualified to discharge their responsibilities. The members have had many years of experience in accounting, audit and business and financial management. The Board considers that the members of the Audit Committee are appropriately qualified to discharge the responsibilities of the Audit Committee.

The Audit Committee has written terms of reference. Specifically, the Audit Committee meets on a periodic basis to perform the following functions:

1. To assist the Board in the identification and monitoring of areas of significant business risks with the help of internal auditors;

2. To review the scope and results of the audit and its cost effectiveness, and the independence and objectivity of the external auditors;

3. To review compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited and the Code, effectiveness of financial and accounting control systems and management of exposure to financial and business risks;

4. To review with the external and internal auditors their respective audit plans;

5. To review the internal auditors' reports and their evaluation of the Group's system of internal controls;

6. To recommend the appointment of auditors and to approve the remuneration and terms of engagement of the external auditors;

7. To review significant financial reporting issues and judgements to ensure the integrity of the financial statements;

8. To review the adequacy and effectiveness of the internal audit function;

9. To review the assistance given by the Company's officers to the internal and external auditors;

10. To review the Group's management reports before they are submitted to the Board;

11. To review the statement of financial position and consolidated statements of income and comprehensive income of the Group and other financial statements and other documents accompanying the same of the Company in addition to formal announcements relating to the Company’s financial performance and thereafter to submit the same to the Board for approval; and

12. To review and where appropriate, approve interested person transactions.

The Audit Committee is also authorised to investigate any matter within its terms of reference. It has full access to Management and the discretion to invite any Director or executive officer to attend its meetings. It also has reasonable resources to enable it to discharge its functions properly.



The Audit Committee has put in place a whistle-blowing policy by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.

The Audit Committee had met with the external auditors, without the presence of the Company's management. This was to review the co-operation rendered by Management to the external auditors, the adequacy of audit arrangements, with particular emphasis on the scope and quality of their audits, and the independence and objectivity of the external auditors.

The Audit Committee has undertaken a review of all non-audit services provided by the external auditors and in the Audit Committee's opinion, the provision of these services does not affect the independence of the external auditors.

Internal Controls

Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders' investments and the company's assets.

The Audit Committee has, during the year, reviewed, with the assistance of the internal auditors, the effectiveness of the Company's material internal controls, including financial, operational and administrative controls and risk management. Any material non-compliance and recommendation for improvement are reported to the Audit Committee. After the Audit Committee has reviewed the internal audit reports, the Audit Committee will report to the Board.

Risk Management

The Board recognises that no cost effective internal control system will preclude all errors and irregularities. There is a system of standard operating procedures designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable and not absolute assurance against material measurement or loss. For evaluating new investment proposals or business opportunity, several factors will be considered by management and Board before a decision is taken. These factors, which are essentially designed to ensure that the rates of return commensurate with risk exposure taken, including evaluating (i) return on investment; (ii) payback period; (iii) cashflow generated and requirements; (iv) potential growth; (v) investment climate; and (vi) political stability.

Internal Audit

Principle 13: The Company should establish an internal audit function that is independent of the activities it audits.

The Company has outsourced its internal audit function to a certified public accounting firm who meets the standards set by internationally recognized professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

The primary objectives of the internal audit reviews are to help:

1. Assess whether adequate systems of internal controls are in place to protect the funds and assets of the Company and to control commitment and disbursement of expenditure and other outlay and to ensure such control procedures are complied with;

2. Assess whether operations of the business processes under review are conducted efficiently and effectively; and

3. Identify opportunities for improvement of internal controls.

The internal auditors report primarily to the Chairman of the Audit Committee. The Audit Committee ensures that the internal audit function has adequate resources and this standard is applied to all companies in the Group.

The internal auditors plan its internal audit schedules in consultation with but independent of the management. The audit plan is submitted to the Audit Committee for approval prior to commencement of the internal audit. The Audit Committee reviews the activities of the internal auditors on a regular basis, including overseeing and monitoring of the implementation of the improvements required on internal control weaknesses identified.



Communications with the Shareholders

Principle 14: Companies should engage in regular, effective and fair communication with shareholders.

Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company.

(a) Communications with Shareholders The Company ensures that timely and adequate disclosure of information on matters of material impact on the

Company are made to shareholders of the Company, in compliance with the requirements set out in the Listing Manual of the Singapore Exchange Securities Trading Limited with particular reference to the Corporate Disclosure Policy set out therein. In this respect, the Company announces its results to shareholders within the mandatory period. The Company does not practise selective disclosure of material information.

(b) Greater Shareholder Participation At general meetings, shareholders of the Company are given the opportunity to air their views and ask Directors or

Management questions regarding the Company. The Board and Management are present at these meetings to address any questions that shareholders may have. The external auditors are also present to assist the Board in addressing queries by shareholders.

The Company does not specify a limit in the Articles on the number of proxy votes for nominee companies. However, the limit on the number of proxy shareholders are entitled to appoint to attend and vote at general meeting is two. The Articles allow a member of the Company to appoint a proxy to attend and vote at general meetings. For the time being, the Board is of the view that this is adequate to enable shareholders to participate in general meetings of the Company and is not proposing to amend their Articles to allow votes in absentia. Separate resolutions on each distinct issue are tabled at general meetings.

Interested Person Transactions

The Company has established internal control policies to ensure that transactions with interested persons are properly reviewed, approved and conducted at arms’ length basis.

The Company seeks annual renewal of general mandate from its shareholders for those recurrent transactions of revenue of trading nature or those necessary for its day-to-day operations.

The aggregate values of interested person transactions for the financial year ended 31 December 2009 are as follows:

Aggregate value of all Aggregate value of all interested person transactions interested person conducted during the year transactions conducted (excluding transactions less than under shareholders’ mandate $100,000 and transactions pursuant to Rule 920 conducted under shareholders’ (excluding transactions less mandate pursuant to Rule 920) than $100,000) $’000 $’000Nippon Paint Group Companies - 50,012- sales of metal and plastic containers and pails Dealings in Securities

In line with the Rules of the SGX-ST’s Listing Manual, the Company has adopted a policy prohibiting its officers from dealing in the Company’s shares whilst they are in possession of unpublished material price sensitive information and during the period commencing one month before the announcement of the Company’s half year and full year financial results and ending on the date of announcement of such financial results. In addition, Directors and key executives are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period. They are also discouraged from dealing in the Company’s shares on short-term considerations.



Directors’ Information

Name of DirectorDate of

Appointment

Date ofof Last

Re-electionas a Director

OtherCommittees

Academic andProfessionalQualifications

Directorships andOther Major

Appointments

Prof Tan Chin Tiong

01/07/1990 28/04/2008 Chairman of the Executive Committee

Chairman ofthe NominatingCommittee

PhD in BusinessAdministration, Pennsylvania State University

Directorships:

Hersing Corporation Ltd

Health ManagementInternational Ltd

CommunicationDesign International Ltd

CitibankSingapore Ltd

Hup Soon GlobalCorporation Ltd

Council for Third Age

Other major appointments:

Singapore Institute of Technology

Ng Chok Say 28/07/1979 27/04/2009 Member of the Executive Committee

- -

Goh Hup Jin 29/05/1995 27/04/2007 Member of the Nominating Committee

Member of the Executive Resource & Compensation Committee

Bachelor of Engineering, Tokyo University

MBA, University of California

Directorships:

Goh Cheng Liang Pte Ltd

Surbana Land (China) Pte Ltd

Nippon Paint (S)Co Pte Ltd

Nipsea Pte Ltd

NipseaTechnologies Pte Ltd

PCTS SpecialtyChemicals Pte Ltd

Wuthelam Holdings Pte Ltd

Nipsea Management Company Pte Ltd



In 2009, all the Directors except Mr Wang Gee Hock were non-executive.

Name of DirectorDate of

Appointment

Date ofof Last

Re-electionas a Director

OtherCommittees

Academic andProfessionalQualifications

Directorships andOther Major

Appointments

Ong Chow Hong 28/02/1997 27/04/2009 Chairman of the Audit Committee

Member of theNominatingCommittee

Fellow of Australian Institute of Certified Practising Accountants

CPA (Singapore)

Diploma inManagement Consultancy

Diploma inManagement Studies


Member and Chairman of Audit Committee of Aljunied Town Council

Tay Puan Siong 28/02/1997 28/04/2008 Chairman of the Executive Resource and Compensation Committee

Member of the Audit Committee

Bachelor of Business Administration, University ofSingapore

Member, Chartered Institute of Transport

Directorships:

Stamford Tyres Corporation Limited

GMG Global Ltd

Times Publishing Ltd


Justice of the Peace

Assoc Prof Loh Han Tong

06/04/2001 27/04/2009 Member of the Audit Committee

Member of the Executive Resource and Compensation Committee

PhD, University of Michigan (Ann Arbor)

M. Eng, National University of Singapore

B. Eng (Hons), University of Adelaide Australia

Directorships:

Yenom Industries Pte Ltd

Wang Gee Hock 03/03/2008 28/04/2008 Member of the Executive Committee

Bachelor of Electrical & Electronic Engineering, Nanyang Technological University


Singapore Plastic Industry Association



Attendance at Board and Committee Meetings during the year 2009 Executive Resource Executive Audit Nominating and Compensation Board Committee Committee Committee Committee

No. of No. of No. of No. of No. of No. of No. of No. of No. of No. of Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Name Held Attended Held Attended Held Attended Held Attended Held Attended

Prof Tan Chin Tiong 3 3 6 6 - - - - - - Ng Chok Say 3 3 6 2 - - - - - - Goh Hup Jin 3 3 - - - - - - 1 1 Ong Chow Hong 3 2 - - 3* 3 - - - - Tay Puan Siong 3 2 - - 3* 3 - - 1 1 Assoc Prof Loh Han Tong 3 3 - - 3* 3 - - 1 1 Wang Gee Hock 3 3 6 6 - - - - - -

- The Nominating Committee has not met during the year but has resolved matters relating to the independent of Directors, performance and evaluation of the board by way of circulating resolutions.

* One of the Audit Committee Meetings in year 2009 was postponed and held on 15 January 2010.


DIRECTORS’ REPORT

The directors of the Company are pleased to present their report together with the audited consolidated financial statements of the Company and the Group for the financial year ended 31 December 2009.

1. Directors at Date of Report

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

Prof Tan Chin Tiong (Non-Executive Chairman) Ng Chok Say (Deputy Chairman) Wang Gee Hock (Chief Executive Officer) Goh Hup Jin Ong Chow Hong Tay Puan Siong Assoc Prof Loh Han Tong Ng Lay Leng (Alternate Director to Ng Chok Say)

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 option rights mentioned below.

3. Directors' Interests in Shares and Debentures

The directors of the Company holding office at the end of the financial year had no interest in the share capital and options of the Company and related corporations as recorded in the register of directors' shareholdings kept by the Company under Section 164 of the Companies Act, Cap. 50 except as follows:

Direct Interest Deemed InterestName of Directors and At beginning At end At beginning At end Companies in which Interests are Held of the year of the year of the year of the year Superior Multi-Packaging Limited Number of Shares Ng Chok Say 24,188,017 24,188,017 – – Prof Tan Chin Tiong 107,500 107,500 112,500 112,500 Share Options to Subscribe for Shares At beginning At end of the year of the year

Prof Tan Chin Tiong 800,000 800,000Ong Chow Hong 800,000 800,000Tay Puan Siong 800,000 800,000Assoc Prof Loh Han Tong 800,000 800,000Wang Gee Hock 3,000,000 3,000,000 The directors’ interests as at 21 January 2010 were the same as those at the end of the year.


DIRECTORS’ REPORT

4. Contractual Benefits of Directors

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 Companies Act, Cap. 50 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. Shares Options

The Superior Multi-Packaging (2001) Executives’ Share Option Scheme (“Scheme”) was approved by the members of the Company at an extraordinary general meeting held on 25 May 2001, which provide for the grant of incentive share options to employees and non-executive directors. The modifications to the Scheme were approved on 30 July 2007. The Scheme is administered by the Executive Resource and Compensation Committee which comprises the following members:

Tay Puan Siong (Chairman)Goh Hup Jin (Member)Assoc Prof Loh Han Tong (Member)

Unissued Shares Under OptionAt the end of the financial year, unissued shares of the Company under the Company’s option schemes were as follows:

Exercise Price Aggregate Options Exercise Period (per share) Outstanding (a) 04/09/2009 to 03/09/2012 $0.13 3,200,000(b) 04/09/2009 to 03/09/2017 $0.13 17,900,000 21,100,000

The details of options granted and exercised during the financial year were as follows:

Aggregate Aggregate Aggregate Options Options Options Options Granted Exercised Lapsed Aggregate Granted for since since since Options Financial Commencement Commencement Commencement Outstanding Year of Scheme to of Scheme to of Scheme to as atName of Participants 31.12.2009 31.12.2009 31.12.2009 31.12.2009 31.12.2009

Directors of the Company - Wang Gee Hock – 3,000,000* – – 3,000,000- Prof Tan Chin Tiong – 800,000 – – 800,000- Ong Chow Hong – 800,000 – – 800,000- Tay Puan Siong – 800,000 – – 800,000- Assoc Prof Loh Han Tong – 800,000 – – 800,000 Executive officers** - Others – 15,250,000 – (350,000) 14,900,000 – 21,450,000 – (350,000) 21,100,000

* Represents 5% or more of the total number of options available under the Scheme.** Executive officers included directors and employees of the holding Company and its subsidiaries.


DIRECTORS’ REPORT

5. Shares Options (cont’d)

The maximum lifespan of the options granted under the employee share options scheme is 10 years for executives, and 5 years for non-executive directors. There are no cash settlement alternatives. There are special provisions dealing with the lapsing or permitting the earlier exercise of options under certain circumstances including termination, bankruptcy, and death of the participant. The vesting period is two years. An option may be exercised in whole or in part, (i) after the first anniversary of the date of grant and if the subscription price is the market price; and (ii) after the second anniversary of the date of grant if the subscription price is at a discount to the market price.

Since the commencement of the option schemes, no options have been granted to the controlling shareholders of the Company or their associates. No participant under the option scheme has been granted 5% or more of the total options available under the option scheme, except as disclosed. No options have been granted to directors and employees of the holding company and its subsidiaries, except as disclosed.

The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any right to participate in any share issue of any other company.

Except as disclosed, there were no unissued shares of the Company or its subsidiaries under option as at the end of the financial year.

6. Audit Committee

The members of the Audit Committee at the date of this report are as follows:

Ong Chow Hong (Chairman of Audit Committee and Independent and Non-executive Director)Tay Puan Siong (Independent and Non-executive Director) Assoc Prof Loh Han Tong (Independent and Non-executive Director)

The Audit Committee performs the functions specified by Section 201B(5) of the Companies Act, Cap. 50. Among others, it performed the following functions:

• Reviewed with the independent auditors the external audit plan;

• Reviewed with the independent auditors their evaluation of the Company’s internal accounting control, and their report on the financial statements and the assistance given by the Company’s officers to them;

• Reviewed with the internal auditors the scope and results of the internal audit procedures;

• Reviewed the financial statements of the Group and the Company prior to their submission to the directors of the Company for adoption; and

• Reviewed the interested person transactions (as defined in Chapter 9 of the Listing Manual of Singapore Exchange Securities Trading Limited).

Other functions performed by the Audit Committee are described in the report on corporate governance included in the annual report and it includes an explanation of how independent auditor objectivity and independence is safeguarded when the independent auditors provide non-audit services.

The Audit Committee has recommended to the Board of Directors that the independent auditors, RSM Chio Lim LLP, be nominated for re-appointment as independent auditors at the next annual general meeting of the Company.


7. Independent Auditors

The independent auditors, RSM Chio Lim LLP, have expressed their willingness to accept re-appointment.

8. Subsequent Developments

There are no significant developments subsequent to the release of the Group’s and the Company’s preliminary financial statements, as announced on 24 February 2010, which would materially affect the Group’s and the Company’s operating and financial performance as of the date of this report.

On Behalf of the Directors

Prof Tan Chin TiongDirector

Wang Gee HockDirector

5 March 2010

DIRECTORS’ REPORT


STATEMENT BY DIRECTORS

In the opinion of the Directors,

(a) the accompanying consolidated statements of income and comprehensive income, statements of financial position, statements of changes in equity, consolidated statement of cash flows, and notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2009 and of the results and cash flows of the Group and changes in equity of the Company and of the Group for the financial year then ended; and

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

The Board of Directors approved and authorised these financial statements for issue on 5 March 2010.

On Behalf of the Directors

Prof Tan Chin TiongDirector

Wang Gee HockDirector

5 March 2010


INDEPENDENT AUDITORS’ REPORT to the Members of SUPERIOR MULTI-PACKAGING LIMITED (Registration No. 197902249R)

We have audited the accompanying financial statements of Superior Multi-Packaging Limited and its subsidiaries (“the Group”), which comprise the statements of financial position of the Group and the Company as at 31 December 2009, and the consolidated statements of income and comprehensive income, statement of changes in equity and statements of cash flows of the Group, and statement of changes in equity of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (“the Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair statements of income and comprehensive income and statements of financial positions and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Independent Auditors’ Responsibility

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

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

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

In our opinion,

(a) the consolidated financial statements of the Group and the statements of financial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2009 and the results, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that date; and

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

RSM Chio Lim LLPPublic Accountants andCertified Public AccountantsSingapore

5 March 2010

Partner in charge of audit: Ng Thiam SoonEffective from year ended 31 December 2005


CONSOLIDATED STATEMENT OF INCOMEYear Ended 31 December 2009

Group 2009 2008 Notes $’000 $’000

Revenue 5 147,242 150,676 Cost of sales (131,632) (135,854)Gross profit 15,610 14,822

Other items of income Interest income 6 47 32 Other credits 7 3,875 3,452

Other items of expense Distribution costs (3,901) (3,065) Administrative expenses (9,508) (10,172)Finance costs 8 (1,222) (991) Other charges 7 (1,820) (1,041)Profit before tax 3,081 3,037Income tax expense 11 (758) (982)Profit net of tax 2,323 2,055

Profit attributable to owners of parent, net of tax 2,328 2,073 Loss attributable to non-controlling interests, net of tax (5) (18)Profit net of tax 2,323 2,055

Earnings per share Cents Cents Basic 13 1.28 1.14 Diluted 13 1.28 1.14

The accompanying notes form an integral part of these financial statements.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEYear Ended 31 December 2009

Group 2009 2008 $’000 $’000

Profit net of tax 2,323 2,055

Other comprehensive (loss)/ income for the year, net of tax Exchange differences on translating foreign operations (4,004) 4,691Total comprehensive (loss)/ income for the year, net of tax (1,681) 6,746

Total comprehensive (loss)/ income attributable to: Owners of parent, net of tax (1,672) 6,757Non-controlling interest, net of tax (9) (11)Total comprehensive (loss)/ income (1,681) 6,746



STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2009

Group Company Notes 2009 2008 2009 2008 $’000 $’000 $’000 $’000

ASSETS

Non-current assets Property, plant and equipment 14 43,747 47,073 15,496 16,787 Investments in subsidiaries 15 – – 43,017 40,617 Intangible assets 16 1,176 1,249 – 73Total non-current assets 44,923 48,322 58,513 57,477

Current assets Inventories 17 33,975 44,859 16,366 27,328 Trade and other receivables 18 36,738 38,157 23,866 23,029 Other financial assets 19 10 10 – – Other assets 20 6,147 1,723 403 475 Cash and cash equivalents 21 10,726 5,920 3,464 2,011Total current assets 87,596 90,669 44,099 52,843

Total assets 132,519 138,991 102,612 110,320

EQUITY AND LIABILITIES

Equity attributable to owners of the parent Share capital 22 45,289 45,289 45,289 45,289Retained earnings 19,847 18,317 21,761 22,965Other reserves 24 3,988 7,485 807 556Equity attributable to owners of the parent, total 69,124 71,091 67,857 68,810Non-controlling interests 51 60 – –Total equity 69,175 71,151 67,857 68,810

Non-current liabilities Deferred tax liabilities 11 1,476 1,698 1,476 1,698 Finance leases 26 – 4 – – Other financial liabilities 25 3,563 – 3,563 –Total non-current liabilities 5,039 1,702 5,039 1,698

Current liabilities Income tax payable 387 128 50 50 Trade and other payables 27 25,818 28,700 13,090 16,158 Finance leases 26 – 7 – – Other financial liabilities 25 32,100 37,303 16,576 23,604Total current liabilities 58,305 66,138 29,716 39,812

Total liabilities 63,344 67,840 34,755 41,510

Total equity and liabilities 132,519 138,991 102,612 110,320



Foreign Attributable Share currency to Non- Share Statutory option translation Retained parent controlling TotalGroup capital reserve reserve reserve earnings sub-total interest equity $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 2009 Opening balance at 1 January 2009 45,289 3,225 556 3,704 18,317 71,091 60 71,151Movements in equity: Dividends paid (note 12) – – – – (546) (546) – (546)Share-based payments: service provided (note 23) – – 251 – – 251 – 251Total comprehensive (loss)/ income for the year – – – (4,000) 2,328 (1,672) (9) (1,681)Transfer from retained earnings to statutory reserves – 252 – – (252) – – –Closing balance at 31 December 2009 45,289 3,477 807 (296) 19,847 69,124 51 69,175 2008Opening balance at 1 January 2008 45,289 2,883 136 (980) 17,314 64,642 30 64,672Movements in equity: Changes in shareholdings of subsidiaries – – – – – – 41 41Dividends paid (note 12) – – – – (728) (728) – (728)Share-based payments: service provided (note 23) – – 420 – – 420 – 420Total comprehensive (loss)/ income for the year – – – 4,684 2,073 6,757 (11) 6,746Transfer from retained earnings to statutory reserves – 342 – – (342) – – –Closing balance at 31 December 2008 45,289 3,225 556 3,704 18,317 71,091 60 71,151

STATEMENTS OF CHANGES IN EqUITY Year Ended 31 December 2009



Share Share option Retained TotalCompany capital reserve earnings equity $’000 $’000 $’000 $’000 2009 Opening balance at 1 January 2009 45,289 556 22,965 68,810Movements in equity: Dividends paid (note 12) – – (546) (546)Share-based payments: service provided (note 23) – 251 – 251Total comprehensive loss for the year – – (658) (658)Closing balance at 31 December 2009 45,289 807 21,761 67,857

2008 Opening balance at 1 January 2008 45,289 136 26,594 72,019Movements in equity: Dividends paid (note 12) – – (728) (728)Share-based payments: service provided (note 23) – 420 – 420Total comprehensive loss for the year – – (2,901) (2,901)Closing balance at 31 December 2008 45,289 556 22,965 68,810

STATEMENTS OF CHANGES IN EqUITY Year Ended 31 December 2009



2009 2008 $’000 $’000

Cash flows from operating activities Profit before tax 3,081 3,037 Depreciation of property, plant and equipment 5,186 5,071 Amortisation of other intangible assets 73 74 Interest income (47) (32) Interest expense 1,222 991Gain on disposal of property, plant & equipment (161) (31) Plant and equipment written off – 48 Fair value losses on other financial assets – 9 Share-based payment 251 420 Net effect of exchange rate changes in consolidating foreign operations (1,828) 2,046Operating cash flows before changes in working capital 7,777 11,633Trade and other receivables 1,419 (6,865)Other assets (4,424) (655) Inventories 10,884 (17,127)Trade and other payables (2,933) 5,956Net cash flows from/ (used in) operations before interest and tax 12,723 (7,058)Income taxes paid (721) (843)Net cash flows from/ (used in) operating activities 12,002 (7,901)

Cash flows from investing activities Purchase of property, plant and equipment (4,763) (7,333)Disposal of property, plant and equipment 888 304 Interest received 47 32Net cash flows used in investing activities (3,828) (6,997)

Cash flows from financing activities Dividends paid to equity owners (546) (728) Other financial liabilities 538 16,728 Proceeds from shares issued by a subsidiary – 41 Finance lease repayment (11) (6) Interest paid (1,171) (925)Net cash flows (used in)/ from financing activities (1,190) 15,110

Net increase in cash and cash equivalents 6,984 212Cash and cash equivalents, statement of cash flows, beginning balance 3,742 3,530Cash and cash equivalents, statement of cash flows, ending balance (note 21) 10,726 3,742

CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended 31 December 2009



1. General

The Company is incorporated in Singapore with limited liability. The financial statements are presented in Singapore dollars and they cover the parent and the Group’s subsidiaries.

The Board of Directors approved and authorised these financial statements for issue on 5 March 2010.

The principal activities of the Company consist of the manufacture and sale of metal containers and flexible packaging materials. It is listed on the Singapore Exchange Securities Trading Limited.

The principal activities of the subsidiaries consist of the manufacture and sale of metal containers, plastic pails and flexible packaging materials and the manufacture, fabrication and sale of stainless steel products, as disclosed in note 15 to the financial statements.

The registered office is 3 Shenton Way, #07-01 Shenton House, Singapore 068805.

2. Summary of Significant Accounting Policies

Accounting Convention

The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”) and the related Interpretations to FRS (“INT FRS”) as issued by the Singapore Accounting Standards Council and the Companies Act, Cap. 50. The financial statements are prepared on a going concern basis under the historical cost convention except where an FRS requires an alternative treatment (such as fair values) as disclosed where appropriate in these financial statements.

Basis of Presentation

The consolidation accounting method is used for the consolidated financial statements that include the financial statements made up to the end of the reporting year of the Company and all of its directly and indirectly controlled subsidiaries. Consolidated financial statements are the financial statements of the Group presented as those of a single economic entity. The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intragroup balances and transactions, including income, expenses and dividends, are eliminated in full on consolidation. The results of the investees acquired or disposed of during the financial year are accounted for from the respective dates of acquisition or up to the dates of disposal. On disposal the attributable amount of goodwill if any is included in the determination of the gain or loss on disposal.

The Company's financial statements have been prepared on the same basis, and as permitted by the Companies Act, Cap. 50, no statement of income and statement of comprehensive income is presented for the Company.

Basis of Preparation of the Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made judgements in the process of applying the entity’s accounting policies. The areas requiring management’s most difficult, subjective or complex judgements, or areas where assumptions and estimates are significant to the financial statements, are disclosed at the end of this footnote, where applicable.

NOTES TO THE FINANCIAL STATEMENTS31 December 2009


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

Revenue Recognition

The revenue amount is the fair value of the consideration received or receivable from the gross inflow of economic benefits during the year arising from the course of the ordinary activities of the entity and it is shown net of any related sales taxes, estimated returns, discounts and volume rebates. Revenue from the sale of goods is recognised when significant risks and rewards of ownership are transferred to the buyer, there is neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the amount of revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from rendering of services that are of short duration is recognised when the services are completed. Rental revenue is recognised on a time-proportion basis that takes into account the effective yield on the asset on a straight-line basis over the lease term. Interest is recognised using the effective interest method. Dividend from equity instruments is recognised as income when the entity’s right to receive payment is established. Revenue from construction contracts is recognised in accordance with the accounting policy on construction contracts.

Employee Benefits

Certain subsidiaries operate a defined contribution provident fund scheme, in which employees are entitled to join upon fulfilling certain conditions. The assets of the fund are held separately from those of the entity in an independently administered fund. The entity contributes an amount equal to a fixed percentage of the salary of each participating employee. Contributions are charged to profit or loss in the period to which they relate. This plan is in addition to the contributions to government managed retirement benefit plans such as the Central Provident Fund in Singapore which specifies the employer’s obligations which are dealt with as defined contribution retirement benefit plans. For employee leave entitlement the expected cost of short-term employee benefits in the form of compensated absences is recognised in the case of accumulating compensated absences, when the employees render service that increases their entitlement to future compensated absences; and in the case of non-accumulating compensated absences, when the absences occur. A liability for bonuses is recognised where the entity is contractually obliged or where there is constructive obligation based on past practice.

Share-Based Compensation

For the equity-settled share-based compensation transactions, the fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed on a straight-line basis over the vesting period is determined by reference to the fair value of the options granted excluding the effect of non-market conditions such as profitability and sales growth targets. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Fair value is measured using an option pricing model. The expected lives used in the model are adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. At each end of the reporting year, a revision is made of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the profit or loss, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital when the options are exercised. Cancellations of grants of equity instruments during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) are accounted for as an acceleration of vesting, therefore any amount unrecognised that would otherwise have been charged is recognised immediately in profit or loss.

Income Tax

The income taxes are accounted using the asset and liability method that requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequence of events that have been recognised in the financial statements or tax returns. The measurements of current and deferred tax liabilities and assets are based on provisions of the enacted or substantially enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred income taxes are recognised as income or as an expense in profit or loss unless the tax relates to items that are recognised in the same or a different period outside profit or loss. For such items recognised outside profit or loss, the current tax and deferred tax are recognised (a) in other comprehensive income if the tax is related to an item recognised in other comprehensive income and (b) directly in equity if the tax is related to an item recognised directly in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority. The carrying amount of deferred tax assets is reviewed at each end of the reporting year and is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realised. A deferred tax amount is recognised for all temporary differences, unless the deferred tax amount arises from the initial recognition of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).




Income Tax (cont’d)

A deferred tax liability or asset is recognised for all taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures except where the company is able to control the timing of the reversal of the taxable temporary difference and it is probable that the taxable temporary difference will not reverse in the foreseeable future or for deductible temporary differences, they will not reverse in the foreseeable future and they cannot be utilised against taxable profits.

Foreign Currency Transactions

The functional currency is the Singapore Dollar as it reflects the primary economic environment in which the entity operates. Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the dates of the transactions. At each end of the reporting year, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies are reported at the rates ruling at the end of the reporting year and fair value dates respectively. All realised and unrealised exchange adjustment gains and losses are dealt with in profit or loss except when recognised in other comprehensive income and if applicable deferred in equity such as for qualifying cash flow hedges. The presentation is in the functional currency.

Translation of Financial Statements of Other Entities

Each entity in the group determines the appropriate functional currency as it reflects the primary economic environment in which the entity operates. In translating the financial statements of an investee for incorporation in the combined financial statements the assets and liabilities denominated in currencies other than the functional currency of the group are translated at end of the reporting year rates of exchange and the income and expense items are translated at average rates of exchange for the year. The resulting translation adjustments (if any) are recognised in other comprehensive income and accumulated in a separate component of equity until the disposal of that investee.

Borrowing Costs

All borrowing costs that are interest and other costs incurred in connection with the borrowing of funds that are directly attributable to the acquisition, construction or production of a qualifying asset that necessarily take a substantial period of time to get ready for their intended use or sale are capitalised as part of the cost of that asset until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed. Other borrowing costs are recognised as an expense in the period in which they are incurred. The interest expense is calculated using the effective interest rate method.

Property, Plant and Equipment

Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets less their residual values over their estimated useful lives of each part of an item of these assets. The annual rates of depreciation are as follows:

Leasehold land and buildings – 20 to 60 years

Plant and equipment includes the following:

Plant and machinery – 6 to 15 years Furniture, fittings and equipment – 3 to 10 years Motor vehicles – 5 to 10 years Moulds and dies – 1 to 5 years or over estimated units of products

An asset is depreciated when it is available for use until it is derecognised even if during that period the item is idle. Fully depreciated assets still in use are retained in the financial statements.




Property, Plant and Equipment (cont’d)

Property, plant and equipment are carried at cost on initial recognition and after initial recognition at cost less any accumulated depreciation and any accumulated impairment losses. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item and is recognised in profit or loss. The residual value and the useful life of an asset is reviewed at least at each end of the reporting year and, if expectations differ significantly from previous estimates, the changes are accounted for as a change in an accounting estimate, and the depreciation charge for the current and future periods are adjusted.

Cost also includes acquisition cost, any cost directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent cost are recognised as an asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss when they are incurred.

Leases

Whether an arrangement is, or contains, a lease shall be based on the substance of the arrangement at the inception date, that is, whether (a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Leases are classified as finance leases if substantially all the risks and rewards of ownership are transferred to the lessee. All other leases are classified as operating leases. At the commencement of the lease term, a finance lease is recognised as an asset and as a liability in the statement of financial position at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is practicable to determine, the lessee’s incremental borrowing rate is used. Any initial direct costs of the lessee are added to the amount recognised as an asset. The excess of the lease payments over the recorded lease liability are treated as finance charges which are allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred. The assets are depreciated as owned depreciable assets. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. For operating leases, lease payments are recognised as an expense in profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the user's benefit, even if the payments are not on that basis. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense.

Intangible Assets

An identifiable non-monetary asset without physical substance is recognised as an intangible asset if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. This also applies to an internally generated intangible asset. Research expenditure is expensed when incurred. Development cost incurred relating to the design and testing of new or improved products are recognised as intangible assets when it is probable that the project will be viable considering its commercial and technical feasibility and its costs can be measured reliably and there are sufficient resources to complete development. Where no internally generated intangible asset can be recognised, development cost is expensed when incurred. After initial recognition, an intangible asset with finite useful life is carried at cost less any accumulated amortisation and any accumulated impairment losses. An intangible asset with an indefinite useful life is not amortised. An intangible asset is regarded as having an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. The amortisable amount of an intangible asset with finite useful life is allocated on a systematic basis over the best estimate of its useful life from the point at which the asset is ready for use. The useful lives are as follows:

Patents − 10 years Product developments − 5 years




Subsidiaries

A subsidiary is an entity including unincorporated and special purpose entity that is controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities accompanying a shareholding of more than one half of the voting rights or the ability to appoint or remove the majority of the members of the board of directors or to cast the majority of votes at meetings of the board of directors. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

In the company’s own separate financial statements, an investment in a subsidiary is stated at cost less any allowance for impairment in value. Impairment loss recognised in profit or loss for a subsidiary is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The net book value of a subsidiary is not necessarily indicative of the amounts that would be realised in a current market exchange.

Business Combinations

Business combinations are accounted for by applying the acquisition method. There were none during the year.

Non-Controlling Interests

The non-controlling interests in the net assets and net results of consolidated subsidiary are shown separately in the appropriate components of the consolidated financial statements. For each business combination, any non-controlling interest in the acquiree (subsidiary) is initially measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Losses applicable to the non-controlling interest in excess of the non-controlling interest’s interest in the subsidiary’s equity are not allocated against the interests of the owners of the parent from 1 July 2009.

Impairment of Non-Financial Assets

Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same time every year on an intangible asset with an indefinite useful life or an intangible asset not yet available for use. The carrying amount of other non-financial assets is reviewed at each end of the reporting year for indications of impairment and where an asset is impaired, it is written down through profit or loss to its estimated recoverable amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in profit or loss. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). At each end of the reporting year non-financial assets other than goodwill with impairment loss recognised in prior periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill

Goodwill is recognised as of the acquisition date measured as the excess of (a) over (b); (a) being the aggregate of: (i) the consideration transferred which generally requires acquisition-date fair value; (ii) the amount of any non-controlling interest in the acquiree measured in accordance with FRS 103 (measured either at fair value or as the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets); and (iii) in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquire; and (b) being the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with this FRS 103 from 1 July 2009.




Goodwill (cont’d)

After initial recognition, goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Irrespective of whether there is any indication of impairment, goodwill (and also an intangible asset with an indefinite useful life or an intangible asset not yet available for use) are tested for impairment, at least annually. Goodwill impairment is not reversed in any circumstances.

For the purpose of impairment testing and since the acquisition date of the business combination, goodwill is allocated to each cash-generating unit, or groups of cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree were assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated represent the lowest level within the entity at which the goodwill is monitored for internal management purposes and is not larger than a segment.

Financial Assets

Initial recognition and measurement and derecognition of financial assets:

A financial asset is recognised on the statement of financial position when, and only when, the entity becomes a party to the contractual provisions of the instrument. The initial recognition of financial assets is at fair value normally represented by the transaction price. The transaction price for financial asset not classified at fair value through profit or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial asset. Transaction costs incurred on the acquisition or issue of financial assets classified at fair value through profit or loss are expensed immediately. The transactions are recorded at the trade date.

Irrespective of the legal form of the transactions performed, financial assets are derecognised when they pass the “substance over form” based derecognition test prescribed by FRS 39 relating to the transfer of risks and rewards of ownership and the transfer of control.

Subsequent measurement:

Subsequent measurement based on the classification of the financial assets in one of the following four categories under FRS 39 is as follows:

1. Financial assets at fair value through profit or loss: As at end of the reporting year, there were no financial assets classified in this category.

2. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets that are for sale immediately or in the near term are not classified in this category. These assets are carried at amortised costs using the effective interest method (except that short-duration receivables with no stated interest rate are normally measured at original invoice amount unless the effect of imputing interest would be significant) minus any reduction (directly or through the use of an allowance account) for impairment or uncollectibility. Impairment charges are provided only when there is objective evidence that an impairment loss has been incurred as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The methodology ensures that an impairment loss is not recognised on the initial recognition of an asset. Losses expected as a result of future events, no matter how likely, are not recognised. For impairment, the carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. Typically the trade and other receivables are classified in this category.




Financial Assets (cont’d)

Subsequent measurement (cont’d):

3. Held-to-maturity financial assets: As at end of the reporting year, there were no financial assets classified in this category.

4. Available for sale financial assets: As at end of the reporting year, there were no financial assets classified in this category.

Cash and Cash Equivalents

Cash and cash equivalents include bank and cash balances, on demand deposits and any highly liquid debt instruments purchased with an original maturity of three months or less. For the statement of cash flow the item includes cash and cash equivalents less cash subject to restriction and bank overdrafts payable on demand that form an integral part of cash management. Other financial assets and financial liabilities at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital in the cash flow statement.

Financial Liabilities

Initial recognition and measurement:

A financial liability is recognised on the statement of financial position when, and only when, the entity becomes a party to the contractual provisions of the instrument. The initial recognition of financial liability is at fair value normally represented by the transaction price. The transaction price for financial liability not classified at fair value through profit or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial liability. Transaction costs incurred on the acquisition or issue of financial liability classified at fair value through profit are expensed immediately. The transactions are recorded at the trade date. Financial liabilities including bank and other borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year.

Subsequent measurement:

Subsequent measurement based on the classification of the financial liabilities in one of the following two categories under FRS 39 is as follows:

1. Liabilities at fair value through profit or loss: As at end of the reporting year, there were no financial liabilities classified in this category.

2. Other financial liabilities: All liabilities, which have not been classified as in the previous category fall into this residual category. These liabilities are carried at amortised cost using the effective interest method. Trade and other payables and borrowings are usually classified in this category. Items classified within current trade and other payables are not usually re-measured, as the obligation is usually known with a high degree of certainty and settlement is short-term.

Financial Guarantees

A financial guarantee contract requires that the issuer makes specified payments to reimburse the holder for a loss when a specified debtor fails to make payment when due. Financial guarantee contracts are initially recognised at fair value and are subsequently measured at the greater of (a) the amount determined in accordance with FRS 37 and (b) the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with FRS 18.




Fair Value of Financial Instruments

The carrying values of current financial instruments approximate their fair values due to the short-term maturity of these instruments. Disclosures of fair value are not made when the carrying amount of current financial instruments is a reasonable approximation of fair value. The fair values of non-current financial instruments may not be disclosed separately unless there are significant differences at the end of the reporting year and in the event the fair values are disclosed in the relevant notes. The maximum exposure to credit risk is the fair value of the financial instruments at the end of the reporting year. The fair value of a financial instrument is derived from an active market or by using an acceptable valuation technique. The appropriate quoted market price for an asset held or liability to be issued is usually the current bid price without any deduction for transaction costs that may be incurred on sale or other disposal and, for an asset to be acquired or liability held, the asking price. If there is no market, or the markets available are not active, the fair value is established by using an acceptable valuation technique. The fair value measurements are classified using a fair value hierarchy of 3 levels that reflects the significance of the inputs used in making the measurements, that is, Level 1 for the use of quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 for the use of inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 for the use of inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. Where observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

Inventories

Inventories are measured at the lower of cost (weighted average) and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A write down on cost is made for where the cost is not recoverable or if the selling prices have declined. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Construction Contracts

When the outcome of a construction contract can be estimated reliably, the revenue and costs associated with the contract are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting year using the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs method except where this would not be representative of the stage of completion. Contract costs consist of costs that relate directly to the specific project, costs that are attributable to contract activity in general and can be allocated to the project and such other costs as are specifically chargeable to the customer under the terms of the contract. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer. The stage of completion method relies on estimates of total expected contract revenue and costs, as well as dependable measurement of the progress made towards completing a particular project. Recognised revenues and profits are subject to revisions during the project in the event that the assumptions regarding the overall project outcome are revised. The cumulative impact of a revision in estimates is recorded in the period such revisions become likely and estimable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. The work in progress projects have operating cycles longer than one year. The management includes in current assets amounts relating to the contracts realisable over a period in excess of one year.

Equity

Equity instruments are contracts that give a residual interest in the net assets of the company. Ordinary shares are classified as equity. Equity instruments are recognised at the amount of proceeds received net of incremental costs directly attributable to the transaction. Dividends on equity are recognised as liabilities when they are declared. Interim dividends are recognised when declared by the directors.




Provisions

A liability or provision is recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. Changes in estimates are reflected in profit or loss in the period they occur.

Critical Judgements, Assumptions and Estimation Uncertainties

The critical judgements made in the process of applying the accounting policies that have the most significant effect on the amounts recognised in the financial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information available at the date when financial statements are prepared. However, this does not prevent actual figures differing from estimates.

Construction contracts work-in-progress

One of the most important phases for construction contracts relates to estimated costs to complete contracts in process, since that information is used in determining the estimated final gross profit or loss on contracts. Estimated costs to complete involve expectations about future performance, and the management does obtain explanations of apparent disparities between estimates and past performance on contracts. Because of the direct effect on the estimated gross profit or loss on the contract, management has to estimate that the cost to complete is reasonable. Events and circumstances frequently do not occur as expected. Even if the events anticipated under the assumptions occur, actual results are still likely to be different from the estimates since other anticipated events frequently do not occur as expected and the variation may be material.

Estimated impairment of goodwill

An assessment is made annually whether goodwill has suffered any impairment loss, based on the recoverable amounts of the cash generating units (“CGU”). The recoverable amounts of the CGUs was determined based on value in use calculations which require the use of estimates in relation to future cash flows and suitable discount rates as disclosed in note 16. Actual outcomes could vary from these estimates disclosed in note 16. If the actual gross margin and the pre-tax discounted rate had been more favourable than management’s estimates, the Group would not be able to reverse any impairment losses that arose on goodwill because reversal is not permitted by FRS 36.

Allowance for doubtful accounts

An allowance is made for doubtful accounts for estimated losses resulting from the subsequent inability of the customers to make required payments. If the financial conditions of the customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. Management generally analyses accounts receivables and analyses historical bad debt, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. To the extent that it is feasible impairment and uncollectibility is determined individually for each item. In cases where that process is not feasible, a collective evaluation of impairment is performed. At the end of the reporting year , the receivables carrying amount approximates the fair value and the carrying amounts might change materially within the next financial year but these changes would not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year.




Critical Judgements, Assumptions and Estimation Uncertainties (cont’d)

Net realisable value of inventories

A review is made periodically on inventory for excess inventory, obsolescence and declines in net realisable value below cost and an allowance is recorded against the inventory balance for any such declines. These reviews require management to estimate future demand for the products. In any case the realisable value represents the best estimate of the recoverable amount and is based on the most reliable evidence available at the end of the reporting year and inherently involves estimates regarding the future expected realisable value. The benchmarks for determining the amount of allowance or write-down include ageing analysis, technical assessment and subsequent events. In general, such an evaluation process requires significant judgement and materially affects the carrying amount of inventories at the end of the reporting year. Possible changes in these estimates could result in revisions to the valuation of inventory. The amount at the end of the reporting year was $33,975,000 (2008: $44,859,000). Income tax

The liability method of accounting is used for income taxes, whereby future tax assets and liabilities are recognized for all temporary differences between the tax bases of assets and liabilities and their corresponding carrying amounts as at the end of the reporting year. This method requires the exercise of significant judgement in determining whether or not the future tax assets are “more likely than not” to be recovered from future taxable income and, therefore, can be recognised in the financial statements. It also requires judgement on the expected timing upon which tax assets will be realised and upon which tax liabilities will be settled, and in determining the enacted or substantially enacted tax rates that will apply at such time.

Deferred tax estimation

Management judgement is required in determining the provision for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognised. A deferred tax asset is recognised if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilised. Management also considers future taxable income and tax planning strategies in assessing whether deferred tax assets and liabilities should be recognised in order to reflect changed circumstances as well as tax regulations. As a result, due to their inherent nature, it is likely that deferred tax calculation relates to complex fact patterns for which assessments of likelihood are judgemental and not susceptible to precise determination. The amount of deferred tax liabilities at the end of the reporting year were $1,476,000 (2008: $1,698,000).

Property, plant and equipment

The Group has properties, plant and equipment stated at carrying value of $43,747,000 (2008: $47,073,000). An assessment is made at each reporting date on whether there is any indication that the asset may be impaired. If any such indication exists, an estimate is made of the recoverable amount of the asset. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the balances affected.

Useful lives of plant and equipment

The estimates for the useful lives and related depreciation charges for plant and equipment is based on commercial and production factors which could change significantly as a result of technical innovations and competitor actions in response to severe market conditions. The depreciation charge is increased where useful lives are less than previously estimated lives, or the carrying amounts written off or written down for technically obsolete or non-strategic assets that have been abandoned or sold. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the balances affected. The carrying amount of the class of assets affected by the assumption is $22,069,000 (2008: $24,231,000).




Critical Judgements, Assumptions and Estimation Uncertainties (cont’d)

Estimated impairment of subsidiary

When a subsidiary is in net equity deficit and has suffered operating losses, a test is made on whether the investment in the investee has suffered any impairment, in accordance with the stated accounting policy. This determination requires significant judgement. An estimate is made of the future profitability of the investee, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, and operational and financing cash flow. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the asset affected. The carrying amount of the specific assets affected by the assumption is $22,822,000 (2008: $21,116,000).

3. Related party transactions

FRS 24 defines a related party as an entity or person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common or joint control with, the entity in governing the financial and operating policies, or that has an interest in the entity that gives it significant influence over the entity in financial and operating decisions. It also includes members of the key management personnel or close members of the family of any individual referred to herein and others who have the ability to control, jointly control or significantly influence by or for which significant voting power in such entity resides with, directly or indirectly, any such individual. The definition includes parents, subsidiaries, fellow subsidiaries, associates, joint ventures and post-employment benefit plans, if any.

3.1 Related companies

Related companies in these financial statements include the members of the Company’s group of companies.

There are transactions and arrangements between the Company and members of the Group and the effects of these on the basis determined between the parties are reflected in these financial statements. The current intercompany balances are unsecured without fixed repayment terms and interest unless stated otherwise. For non-current balances if significant an interest is imputed unless stated otherwise based on the prevailing market interest rate for similar debt less the interest rate if any provided in the agreement for the balance. For financial guarantees a fair value is imputed and is recognised accordingly if significant where no charge is payable.

Intragroup transactions and balances that have been eliminated in these consolidated financial statements are not disclosed as related party transactions and balances under this note.

3.2. Other related parties

There are transactions and arrangements between the Company and related parties and the effects of these on the basis determined between the parties are reflected in these financial statements. The current related party balances are unsecured without fixed repayment terms and interest unless stated otherwise. For non-current balances if significant an interest is imputed unless stated otherwise based on the prevailing market interest rate for similar debt less the interest rate if any provided in the agreement for the balance. For financial guarantees a fair value is imputed and is recognised accordingly if significant where no charge is payable.



3. Related party transactions (cont’d)

3.2. Other related parties (cont’d)

Significant related party transactions

In addition to transactions and balances disclosed elsewhere in the notes to the financial statements, this item includes the following:

Other related parties 2009 2008 $’000 $’000

Group Sale of goods 50,012 52,608 Company Sale of goods 4,361 6,804

Director 2009 2008 $’000 $’000

Group and Company Rendering of services 84 42

3.3 Key management compensation

Group and Company 2009 2008 $’000 $’000 Salaries and other short-term employee benefits 1,378 1,120 Share-based payments 122 156

The above amounts are included under employee benefits expenses. Included in the above amounts are following items:

2009 2008 $’000 $’000

Remuneration of Directors of the Company 304 272Fees to Directors of the Company 313 292

Share-based payments 74 119

Further information about the remuneration of individual directors is provided in the report on corporate governance.



3. Related party transactions (cont’d)

3.3 Key management compensation (cont’d)

Key management personnel are directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The above amounts for key management compensation are for all the directors and other key management personnel.

3.4 Commitments and contingencies

As at 31 December 2009, the Company had contingent liabilities of $13,626,000 (2008: $17,097,000) in respect of guarantees issued in connection with banking facilities granted to subsidiaries.

4. Financial information by segments

4A. Information about reportable segment profit or loss, assets and liabilities

FRS 108 Operating Segments was applied for the first time this year. FRS 108 requires the disclosure of information about operating segments, products and services, the geographical areas, and the major customers. It is a disclosure standard which results in a redesignation of the Group’s reportable segments, but has no impact on the reported results or financial position of the Group.

For management purposes the Group is organised into two major operating segments: (1) Packaging Products and (2) Stainless Steel Products. Such structural organisation is determined by the nature of risks and returns associated to each business segment and define the management structure as well as the internal reporting system. It represents the basis on which the management reports the primary segment information.

The segments are as follows:

Packaging products – Manufacture of metal containers and flexible packaging materials.

Stainless steel products – Construction, fabrication and sale of stainless steel products.

Inter-segment sales are measured on the basis that the entity actually used to price the transfers. Internal transfer pricing policies of the Group are based on market prices as far as practicable. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

The management reporting system evaluates performances based on a number of factors. However the primary profitability measurement to evaluate segment’s operating results comprises two major financial indicators: (1) earnings from operations before depreciation, amortisation, interests and income taxes (called “Recurring EBITDA”) and (2) segmental operating result before income taxes.

The following tables illustrate the information about the reportable segment profit or loss, assets and liabilities.

The information on each product and service, or each group of similar products and services is not available and the cost to develop it would be excessive.



4. Financial information by segments (cont’d)

4B. Profit or loss from operations and reconciliations Stainless Packaging steel products products Unallocated Group $’000 $’000 $’000 $’000

2009 Revenue by segment External revenue 141,663 5,579 – 147,242

Recurring EBITDA 9,450 65 – 9,515Depreciation (4,973) (213) – (5,186)Amortisation (73) – – (73)Interest income – – 47 47

Interest expense – – (1,222) (1,222)Segmental operating results 4,404 (148) (1,175) 3,081Income tax expense (758)Profit net of tax 2,323 2008Revenue by segmentExternal revenue 145,731 4,945 – 150,676 Recurring EBITDA 8,734 407 – 9,141Depreciation (4,800) (271) – (5,071)Amortisation (74) – – (74)Interest income – – 32 32Interest expense – – (991) (991)Segmental operating results 3,860 136 (959) 3,037Income tax expense (982)Profit net of tax 2,055

4C. Assets and reconciliations Stainless Packaging steel products products Group $’000 $’000 $’000 2009 Total assets for reportable segments 122,609 9,910 132,519

2008 Total assets for reportable segments 130,850 8,141 138,991



4. Financial information by segments (cont’d)

4D. Liabilities and reconciliations Stainless Packaging steel products products Group $’000 $’000 $’000

2009 Total liabilities for reportable segments 20,296 5,522 25,818 Unallocated liabilities: Deferred and current tax liabilities 1,863 Other financial liabilities 35,663 Total group liabilities 63,344

2008 Total liabilities for reportable segments 27,724 976 28,700 Unallocated liabilities: Deferred and current tax liabilities 1,826 Other financial liabilities 37,303 Finance leases 11 Total group liabilities 67,840

4E. Geographical information

The following table provides an analysis of the revenue by geographical market based on the locations of the end customers, irrespective of the origin of the goods/ services:

Revenue by Group geographical segments Non-current assets 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Singapore 61,859 70,295 18,711 20,271 China 68,675 63,935 25,472 27,106 ASEAN (other than Singapore) 6,679 1,378 740 945 Others 10,029 15,068 – – 147,242 150,676 44,923 48,322

Revenues are attributed to countries on the basis of the customer’s location. The non-current assets are analysed by the geographical area in which the assets are located. The non-current assets exclude any financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts.

4F. Information about major customers Group 2009 2008 $’000 $’000

Top 1 customer in packaging products segment 50,012 52,608 Top 2 customers in packaging products segment 66,479 68,275 Top 3 customers in packaging products segment 73,222 78,408



5. Revenue

Group 2009 2008 $’000 $’000 Sale of packaging products 141,662 145,731 Construction contract revenue 5,562 4,912 Sale of stainless steel products 18 33 147,242 150,676

6. Interest income

Group 2009 2008 $’000 $’000 Interest income 47 32

7. Other credits and (other charges)

Group 2009 2008 $’000 $’000

Allowance for construction contracts (545) (263) Allowance for impairment on other receivables – (32) (Allowance)/ Reversal for impairment on trade receivables (109) 132 Bad debts written off on other receivables – (14) Bad debts written off on trade receivables – (25) Bad debts recovered from trade receivables 39 – Commission income 10 46 Fair value losses on other financial assets – (9) Foreign exchange adjustment losses (885) (305) Gain on disposal of plant and equipment 161 31 Gain on sale of raw materials and tinplate scraps 2,643 3,131 Government incentive – 93 Government grant income from jobs credit scheme 425 – Inventories written off – (2) Inventories written down (281) (343) Plant and equipment written off – (48) Write-back of other payables 348 – Others 249 – Rental income – 19 2,055 2,411

Presented in the profit or loss as: Other credits 3,875 3,452 Other charges (1,820) (1,041) Net 2,055 2,411



8. Finance cost

Group 2009 2008 $’000 $’000 Interest expense 1,222 991

9. Employee benefits expense

Group 2009 2008 $’000 $’000

Employee benefits expense (including Directors) 14,362 13,369 Contributions to defined contribution plans 1,536 1,307 Other benefits 14 14 Share-based payments 251 420 Total employee benefits expense 16,163 15,110 Included in: Cost of sales 9,738 8,895 Distribution costs 1,237 1,119 Administrative expenses 5,188 5,096 16,163 15,110

10. Items in profit or loss

In addition to the charges and credits disclosed elsewhere in the notes to the financial statements, this item includes the following charges:

Group 2009 2008 $’000 $’000 Non-audit fees to independent auditors included under administrative expenses: – Company’s independent auditors – 4 – Other independent auditors 8 4

11. Income tax

11A. Components of tax expense recognised in profit or loss include:

Group 2009 2008 $’000 $’000 Current tax expense Current tax expense 536 683 Deferred tax expense Deferred tax expense 316 147 Deferred tax income relating to changes in tax rates (94) – Under adjustment to tax in respect of previous periods – 152 Subtotal 222 299 Total income tax expense 758 982



11. Income tax (cont’d)

11A. Components of tax expense recognised in profit or loss include (cont’d)

The income tax expense varied from the amount of income tax expense determined by applying the Singapore income tax rate of 17% (2008: 18%) to Group’s profit before income tax as a result of the following differences:

Group 2009 2008 $’000 $’000

Profit before tax 3,081 3,037

Income tax expense at the above rate 523 547 Non-allowable items 219 266 Effect of different tax rates in different countries 241 112 Tax exemptions – (27) Income tax exemption from foreign subsidiaries (76) (55) Change in tax rates (94) – Under adjustment to tax in respect of previous periods – 152 Other minor items less than 3% each (55) (13) Total income tax expense 758 982

There are no income tax consequences of dividends to owners of the company.

In 2009 the government enacted a change in the national income tax rate from 18.0% to 17.0%.

11B. Deferred tax expense recognised in profit or loss include Group 2009 2008 $’000 $’000 Deferred tax expenses arising from excess of net book value of property, 222 299 plant and equipment over tax values recognised in profit or loss

11C. Deferred tax balance in the statement of financial position Group and Company 2009 2008 $’000 $’000 Excess of net book value of property, plant and equipment over tax values (1,476) (1,698)

Presented in the statement of financial position as follows: Deferred tax liabilities (1,476) (1,698)



11. Income tax (cont’d)

11C. Deferred tax balance in the statement of financial position (cont’d)

It is impracticable to estimate the amount expected to be settled or used within one year.

At the end of the reporting year, the aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognised was $264,000. No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. Temporary differences arising in connection with interests in subsidiaries are insignificant.

No deferred tax asset has been recognised in respect of the unused tax losses in certain subsidiaries due to the uncertainty of its recoverability. Included in unrecognised tax losses are losses of $4,060,500 (2008: $3,215,000) that will expire between 2010 and 2014. Other losses may be carried forward indefinitely.

For the Singapore companies, the realisation of the future income tax benefits from tax loss carryforwards and temporary differences from capital allowances is available for an unlimited future period, subject to the conditions imposed by law including the retention of majority shareholders as defined.

12. Dividends on equity shares

Group 2009 2008 $’000 $’000 Final dividend paid of 0.3 cents (2008: 0.4 cents) per share 546 728

In respect of the current year, the directors proposed that a final dividend of 0.3 cents per share with a total of $546,000 be paid to shareholders after the Annual General Meeting. There are no income tax consequences. This dividend is subject to approval by shareholders at the next Annual General Meeting and has not been included as a liability in these financial statements. The proposed dividend for 2009 is payable in respect of all ordinary shares in issue at the end of the reporting year and including the new shares issued up to the date the dividend becomes payable.

13. Earnings per share

The following table illustrates the numerators and denominators used to calculate basic and diluted earnings per share.

2009 2008 $’000 $’000 A. Numerators: earnings from operations attributable to equity holders 2,328 2,073 B. Total basic earnings 2,328 2,073 C. Diluted earnings 2,328 2,073



13. Earnings per share (cont’d)

2009 2008 ’000 ’000 D. Denominators: weighted average number of equity shares Basic 181,878 181,878 Dilutive share options effect – – E. Diluted 181,878 181,878

The weighted average number of equity shares refers to shares in circulation during the period.

Basic earnings per share ratio is based on the weighted average number of ordinary shares outstanding during each period. The diluted earnings per share is based on the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during each period. The ordinary share equivalents included in these calculations are shares of ordinary share issuable upon assumed exercise of share options which would have a dilutive effect.

The employee share options outstanding as at the end of the reporting year do not have a dilutive effect on the earnings per share as the exercise price of the options exceeds the average market price of ordinary shares during the period.

14. Property, plant equipment

Leasehold Assets land and Plant and under Group building equipment construction Total $’000 $’000 $’000 $’000 Cost At 1 January 2008 29,067 60,336 1,633 91,036 Foreign exchange adjustments 1,225 2,947 46 4,218 Additions 367 5,622 1,344 7,333 Disposals (70) (1,338) – (1,408) At 31 December 2008 30,589 67,567 3,023 101,179 Foreign exchange adjustments (916) (2,413) (146) (3,475) Additions ` 1,593 3,095 75 4,763 Disposals (118) (1,264) (18) (1,400) Transfers 226 946 (1,172) – At 31 December 2009 31,374 67,931 1,762 101,067 Accumulated depreciation At 1 January 2008 9,529 39,045 – 48,574 Foreign exchange adjustments 260 1,288 – 1,548 Depreciation for the year 991 4,080 – 5,071 Disposals (10) (1,077) – (1,087) At 31 December 2008 10,770 43,336 – 54,106 Foreign exchange adjustments (203) (1,096) – (1,299) ` Depreciation for the year 919 4,267 – 5,186 Disposals (28) (645) – (673) At 31 December 2009 11,458 45,862 – 57,320 Net book value At 1 January 2008 19,538 21,291 1,633 42,462 At 31 December 2008 19,819 24,231 3,023 47,073 At 31 December 2009 19,916 22,069 1,762 43,747



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

Leasehold land and Plant and Company building equipment Total $’000 $’000 $’000 Cost At 1 January 2008 13,741 37,082 50,823 Additions 287 1,779 2,066 Disposals – (764) (764) At 31 December 2008 14,028 38,097 52,125 Additions 86 1,320 1,406 Disposals – (296) (296) At 31 December 2009 14,114 39,121 53,235 Accumulated depreciation At 1 January 2008 4,230 29,293 33,523 Depreciation for the year 566 2,000 2,566 Disposals – (751) ( 751) At 31 December 2008 4,796 30,542 35,338 Depreciation for the year 540 2,139 2,679 Disposals – (278) (278) At 31 December 2009 5,336 32,403 37,739 Net book value At 1 January 2008 9,511 7,789 17,300 At 31 December 2008 9,232 7,555 16,787 At 31 December 2009 8,778 6,718 15,496 The depreciation expense is charged as follows: Distribution Administrative Cost of sales expenses expenses Total $’000 $’000 $’000 $’000 Group 2009 4,204 42 940 5,186 2008 3,811 33 1,227 5,071 Company 2009 2,239 – 440 2,679 2008 2,093 – 473 2,566

Certain items are under finance lease agreements (see note 26).



15. Investments in subsidiaries Company 2009 2008 $’000 $’000 Unquoted equity shares at cost 54,357 51,957 Less: Provision for impairment (11,340) (11,340) Balance at end of the year 43,017 40,617

Net book value of subsidiaries 44,146 41,658

Analysis of unquoted equity shares at cost by currency: United States Dollar 45,561 43,225 Singapore Dollar 8,796 8,732 54,357 51,957

Movements in provision for impairment: Balance at beginning of the year 11,340 7,467 Charged to profit or loss included in other charges – 3,873 Balance at end of the year 11,340 11,340

The subsidiaries held by the Company are listed below:

Cost of Percentage Name of subsidiary, country of incorporation, place investments of equity held of operations and principal activities 2009 2008 2009 2008 (and Auditors) $’000 $’000 % % Held by the Company: Hoover Stainless Pte Ltd 8,796 8,732 96.3 96.3 Singapore Manufacture, fabrication and sale of stainless steel products (RSM Chio Lim LLP) Kunshan Huade Metal Packaging Container Co., Ltd (a) 1,522 1,522 100 100 People’s Republic of China Production of metal containers (BDO China Shu Lun Pan CPAs) Langfang Huade Metal Packaging Container Co., Ltd (b) 17,445 17,445 100 100 People’s Republic of China Production of metal containers (RSM China CPAs) Superior (Langfang) Multi-Packaging Co., Ltd (b) 4,133 4,107 100 100 People’s Republic of China Production of metal containers (RSM China CPAs) Superior (Tianjin) Multi-Packaging Co., Ltd (c) 1,243 – 100 – People’s Republic of China Production of metal containers



15. Investments in subsidiaries (cont’d)

Cost of Percentage Name of subsidiary, country of incorporation, place investments of equity held of operations and principal activities 2009 2008 2009 2008 (and Auditors) $’000 $’000 % %

Superior Precision Moulds & Packaging Container (Shanghai) Co., Ltd (a) 6,363 6,316 100 100 People’s Republic of China Production of metal containers (BDO China Shu Lun Pan CPAs) Neo Tech Packaging (Shanghai) Co., Ltd (a) 2,790 2,779 95 95 People’s Republic of China Production of laminated metal plate (BDO China Shu Lun Pan CPAs) Superior Metal Printing (Huiyang) Company Ltd (a) 3,647 3,647 100 100 People’s Republic of China Production of metal containers (BDO China Guang Dong Shu Lun Pan CPAs)

Guangzhou Superior Multi-Packaging Co., Ltd (a) 1,965 956 100 100 People’s Republic of China Production of metal containers (BDO China Guang Dong Shu Lun Pan CPAs)

Superior Metal Printing Phils., Inc (b) 1,000 1,000 100 100 Philippines Sale of packaging and metal containers (Alas, Oplas & Co., CPAs) Superior Multi-Packaging (Vietnam) Co., Ltd (a) 3,288 3,288 100 100 Vietnam Production of metal containers and plastic pails (DTL Auditing Company) Superior (Chengdu) Multi-Packaging Co., Ltd (a) 2,165 2,165 100 100 People’s Republic of China Production of metal containers (BDO China Shu Lun Pan CPAs) Held through Hoover Stainless Pte Ltd: Shanghai Hoover Stainless Steel Co., Ltd (a) 2,714 2,714 96.3 96.3 People’s Republic of China Manufacture, fabrication and sale of stainless steel products (BDO China Shu Lun Pan CPAs)

(a) Other independent auditors. Audited by firms of accountants other than member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member. Their names are indicated above.

(b) Audited by member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member.

(c) Not audited as it is immaterial.

As required by Rule 716 of the Listing Manual of The Singapore Exchange Securities Trading Limited, the audit committee and the Board of Directors of the Company have satisfied themselves that the appointment of different auditors for certain of its overseas subsidiaries would not compromise the standard and effectiveness of the audit of the Group.



16. Intangible assets

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Goodwill (note 16A) 1,176 1,176 – – Other intangible assets (note 16B) – 73 – 73 1,176 1,249 – 73

16A. Goodwill

Group 2009 2008 $’000 $’000 Cost At beginning and end of the year 1,176 1,176 Net book value At end of the year 1,176 1,176

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group’s investment by each primary reporting segment as follows:

Group Packaging products 2009 2008 $’000 $’000 Name of subsidiary: Langfang Huade Metal Packaging Container Co., Ltd Net book value at end of the year 1,176 1,176

The goodwill was tested for impairment at the end of the reporting year. An impairment loss is the amount by which the carrying amount of an asset or a cash-generating unit (“CGU”) exceeds its recoverable amount. The recoverable amount of an asset or a CGU is the higher of its fair value less costs to sell or its value in use. The recoverable amounts of CGUs have been determined based on the value in use method.

In this case, no impairment charges were recognised because the carrying amount of the CGU was lower than its recoverable amount.

The value in use was determined by management. The key assumptions for the value in use calculations are as follows:

2009 2008

1. Estimated discount rates using pre-tax rates that reflect current market 11.8% 10.5% assessments at the risks specific to the CGUs. 2. Growth rates based on industry growth forecasts and not exceeding 9% 6% the average long-term growth rate for the relevant markets. 3. Cash flow forecasts derived from the most recent financial budgets 5 years 5 years approved by management for the next five years.



16. Intangible assets (cont’d)

16A. Goodwill (cont’d)

The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The impairment test has been carried out using a discounted cash flow unlevered model covering a 5-year period. The management had forecasted revenue based on the budgeted forecast for financial year ending 31 December 2010, which represents a 29% (2008: 15%) growth over financial year ended 31 December 2009’s revenue. Thereafter, cash flows projections have been extrapolated on the basis of a 5% (2008: 6%) growth rate. This rate does not exceed the average long-term growth rate for the relevant markets. The rate used to discount the forecast cash flows for Langfang Huade Metal Packaging Container Co., Ltd is 11.8% (2008: 10.5%).

16B. Other intangible assets

Development Group and Company costs $’000

Cost At 1 January 2008, 31 December 2008 and 31 December 2009 795 Accumulated amortisation At 1 January 2008 648 Amortisation for the year 74 At 31 December 2008 722 Amortisation for the year 73 At 31 December 2009 795

Net book value At 1 January 2008 147 At 31 December 2008 73 At 31 December 2009 –

The intangible assets with finite useful lives are amortised. The amortisation expense is charged as administrative expenses.

17. Inventories Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Finished goods and goods for resale 6,283 7,039 2,917 3,951 Work-in-progress 4,653 5,784 2,616 2,947 Raw materials and consumables 23,039 32,036 10,833 20,430 33,975 44,859 16,366 27,328



17. Inventories (cont’d)

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Inventories are stated after allowance. Movements in allowance:

Balance at beginning of the year 1,060 1,271 510 217 Charged to profit or loss included in cost of sales 132 – – – Charged to profit or loss included in other charges 281 343 300 300 Amounts written off – (554) – (7) Balance at end of the year 1,473 1,060 810 510

The write-downs of inventories charged to profit or loss included in cost of sales 132 – – – The write-downs of inventories charged to profit or loss included in other charges 281 343 300 300 Changes - decrease/ (increase) in inventories of finished goods and work-in-progress 1,887 (3,966) 1,365 (2,081) Raw materials and consumables used 85,436 93,726 48,900 59,360

Certain inventories are pledged as security for the bank facilities (see note 25). 18. Trade and other receivables Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Trade receivables External parties 24,064 26,748 15,215 18,652 Less: Allowance for impairment (312) (191) (30) (60) Construction contract receivables 5,078 4,222 – – Construction contract retention receivables 389 49 – – Subsidiaries (note 3) – – 2,712 1,653 Related parties (note 3) 5,472 5,974 1,401 2,331 Subtotal 34,691 36,802 19,298 22,576 Other Receivables Subsidiaries (note 3) – – 5,365 1,423 Less: Allowance for impairment – – (1,100) (1,100) Other receivables 2,047 1,387 303 130 Less: Allowance for impairment – (32) – – Subtotal 2,047 1,355 4,568 453 Total trade and other receivables 36,738 38,157 23,866 23,029 Movements in allowance for impairment: Balance at beginning of the year 223 531 1,160 1,394 Charge for/ (Reversed) trade receivables to profit or loss included in other (credits)/ charges 109 (132) (30) 29 Charge for other receivables to profit or loss included in other charges – 32 – – Used (20) (208) – (263) Balance at end of the year 312 223 1,130 1,160



18. Trade and other receivables (cont’d)

18A. Construction contract work-in-progress

Group 2009 2008 $’000 $’000 Aggregate amount of costs incurred and recognised profits (less recognised losses) to date on uncompleted contracts 20,840 24,136 Less: Progress payments received and receivables to date (15,762) (19,914) Net amount due from contract customers at end of the year 5,078 4,222 Included in the accompany statement of financial position as follows: As an asset under trade receivables 5,078 4,222 Construction contract retention receivables as an asset under trade receivables 389 49

At 31 December 2009, construction contract receivables and retention receivables amounting to $5,467,000 (2008: $4,271,000) included in trade and other receivables are due for settlement after more than 12 months.

Construction contracts work-in-progress are stated after allowance. Movements in allowance: Group 2009 2008 $’000 $’000

Balance at beginning of the year 1,817 1,554 Charged to profit or loss included in other charges 545 263 Used (149) – Balance at end of the year 2,213 1,817

Borrowing costs included in the cost of construction contracts during the year ar0se on the general borrowing pool and are calculated by applying a capitalisation rate of 4.7% (2008: 3.9%) on the construction contracts.

Group 2009 2008 $’000 $’000 Borrowing costs capitalised in construction contract receivables during the year 121 136

19. Other financial assets

Group 2009 2008 $’000 $’000

Investments at fair value through profit or loss Balance at beginning of the year 10 19 Impairment loss included in profit or loss under other charges – (9) Fair value at end of the year 10 10 Fair value quoted equity shares in corporations 10 10 The fair value of these securities approximates to current bid prices in an active market (level 1).



20. Other assets

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Deposits 429 413 242 283 Prepayments 1,217 1,246 125 156 Advances for purchase of plant and equipment 1,370 – – – Advances to suppliers 3,081 – – – Club memberships 50 64 36 36 6,147 1,723 403 475

The fair value of the club memberships at cost is deemed to be not reliably measurable as the probabilities of the various estimates within the range cannot be reasonably assessed. Consequently, it is carried at cost less allowance for impairment.

21. Cash and cash equivalents

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Not restricted in use 10,726 5,920 3,464 2,011 Interest earning balances 7,040 4,345 1,052 509

The rate of interest for the cash on interest earning accounts is between 0.03% to 3.5% (2008: 0.05% to 2.87%).

21A. Cash and cash equivalents in the consolidated statement of cash flows

Group 2009 2008 $’000 $’000 Balance as shown above 10,726 5,920 Bank overdrafts (note 25) – (2,178) Cash and cash equivalents for consolidated statement of cash flows purposes at end of the year 10,726 3,742

22. Share capital

2009 2008 Issued Issued Number share Number share Group and Company of shares capital of shares capital ’000 $’000 ’000 $’000 Ordinary shares of no par value Balance at beginning and end of the year 181,878 45,289 181,878 45,289



22. Share capital (cont’d)

The ordinary shares of no par value carry no right to fixed income and are fully paid. To maintain its listing on the Singapore Exchange Securities Trading Limited, the Company is required to maintain a share capital of at least a free float of 10% of its shares. The Company met the capital requirement on its initial listing and the rules limiting treasury share purchases mean it will automatically continue to satisfy that requirement, as it did throughout the year. Management receives a report from the registrars frequently on substantial share interests showing the non-free float and it demonstrated continuing compliance with the 10% limit throughout the year. Except for the above, the Company is not subject to any externally imposed capital requirements.

Capital management

The objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The Company sets the amount of capital in proportion to risk. The management manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the management may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The management monitors the capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt divided by adjusted capital (as shown below). Net debt is calculated as total borrowings less cash and cash equivalents. Adjusted capital comprises all components of equity (i.e. share capital, share premium, non-controlling interests, retained earnings, statutory reserve, share option and foreign currency translation reserve) less other amounts recognised in other comprehensive income relating to cash flow hedges, and includes some forms of subordinated debt, if any.

Group 2009 2008 $’000 $’000 Net debt All current and non-current borrowings including finance leases 35,663 37,314 Less: Cash and cash equivalents (10,726) (5,920) Net debt 24,937 31,394 Net capital Equity 69,175 71,151 Net capital 69,175 71,151 Debt-to-adjusted capital ratio 36.05% 44.12%

The decrease in the debt-to-adjusted capital ratio during 2009 resulted primarily from the reduction in borrowings.

23. Share based payment

23A. Share options – The Scheme

The Company has an employee share option scheme known as the “The Superior Multi-Packaging (2001) Executives’ Share Option Scheme” (the “Scheme”). The Scheme was approved by the shareholders on 25 May 2001. At an Extraordinary General Meeting on 30 July 2007, shareholders approved the modifications to the Scheme.

Under the rules of the Scheme, any full-time employee of the Company or its subsidiaries holding the rank of executive officer (or an equivalent or analogous rank) and above (including non-executive Directors) selected by the Executive Resource and Compensation Committee (“ERC”) are eligible to participate in the Scheme. Controlling shareholders or their associates are also eligible to participate in the Scheme subject to the approval of independent shareholders in the form of separate resolutions for each participant. Further, independent shareholders’ approval is also required in the form of separate resolutions for each grant of options and the terms thereof, to each participant who is a controlling shareholder or his associate.



23. Share based payment (cont’d)

23A. Share options – The Scheme (cont’d)The total number of shares over which options may be granted shall not exceed 15% of the issued share capital of the Company at any time.

The Scheme is administrated by the ERC, which consists of 3 directors appointed by the Board of Directors of the Company. The number of options to be offered to a participant shall be determined at the discretion of the ERC, who shall take into account criteria such as the performance of the Company and the Group, provided that the total number of shares which may be offered to any participant during the entire operation of the Scheme (including adjustments under the rules) shall not exceed 15% of the total number of issued shares at any time. The ERC may at its discretion fix the exercise price at (i) a price (the “market price”) equal to the average of the last dealt prices for a share on Singapore Exchange Securities Trading Limited for a period of five (5) consecutive market days immediately prior to the relevant offer date; or (ii) a price which is set at a discount to the market price, provided that the maximum discount shall not exceed 20% of the market price. The discount will have to be approved by shareholders in a separate resolution at an Extraordinary General Meeting.

The maximum lifespan of the options granted under the Scheme is 10 years for executives, and 5 years for non-executive Directors. There are no cash settlement alternatives. There are special provisions dealing with the lapsing or permitting the earlier exercise of options under certain circumstances including termination, bankruptcy, and death of the participant. The vesting period is two years. An option may be exercised in whole or in part: (i) after the first anniversary of the date of grant and if the subscription price is the market price; and (ii) after the second anniversary of the date of grant if the subscription price is at a discount to the market price.

23B. Activities under the share options scheme

The outstanding number of options at the end of the year was: Number of shares Exercise options at 31 December price Grant date Exercise period 2009 2008 $0.13 4 September 2007 From 4 September 2009 to 3 September 2012 3,200,000 3,200,000 $0.13 4 September 2007 From 4 September 2009 to 3 September 2017 17,900,000 18,250,000 Balance at end of the year 21,100,000 21,450,000

The table below summarises the number of options that were outstanding, their weighted average exercise price as at the end of the year as well as the movements during the year.

Weighted average Number of share options exercise price 2009 2008 2009 2008 Outstanding at 1 January 21,450,000 22,750,000 $0.13 $0.13 Forfeited (350,000) (1,300,000) $0.13 $0.13 Outstanding at 31 December 21,100,000 21,450,000 $0.13 $0.13 Exercisable at 31 December 21,100,000 – $0.13 $0.13

During the year, the Board of Directors cancelled 350,000 share options granted to employees that had not vested. The fair value of these options as originally priced on the grant date had been taken immediately to the profit or loss. No option was granted to at a discount during the year.




23B. Activities under the share options scheme (cont’d)

The following table summarises information on directors’ share options outstanding at 31 December 2009: Exercised/ Grants from (Lapsed) from start of start of Grants in scheme to scheme to Balance at 2009 end of 2009 end of 2009 31 Dec 2009 Participants Directors of the Company Wang Gee Hock – 3,000,000 – 3,000,000 (a)

Prof Tan Chin Tiong – 800,000 – 800,000 (b) Ong Chow Hong – 800,000 – 800,000 (b) Tay Puan Siong – 800,000 – 800,000 (b)

Assoc Prof Loh Han Tong – 800,000 – 800,000 (b) Total – 6,200,000 – 6,200,000

(a) Exercise price of $0.13. Exercise period from 4 September 2009 to 3 September 2017.

(b) Exercise price of $0.13. Exercise period from 4 September 2009 to 3 September 2012.

No participant has received 5% or more of the total number of the options available under the Scheme except for one of the directors, Mr Wang Gee Hock.

The following table summarises information on employee and directors’ share options outstanding at 31 December 2009:

Number Number Weighted average Exercise price outstanding exercisable remaining life (Years) $0.13 21,100,000 – 7.5

23C. Accounting for the share options

Group and Company 2009 2008 $’000 $’000 At beginning of the year 556 136 Grant of share options 193 420 Cancellation of share options 58 – At end of the year 807 556

The Group and the Company recognised total expenses of $251,000 (2008: $420,000) charged to profit or loss under administrative expenses related to equity-settled share-based payment transactions during the year.

These amounts are also included in employee benefits expense (note 9).




23C. Accounting for the share options (cont’d)

All the share options issued prior to the modification of the share option plan have expired as at 31 December 2006. Hence, modifications to the Scheme do not result in any changes to the fair value of these options.

The estimated fair value of each option issued is estimated by an independent external valuer using the Hull-White model for Employee Stock Option Valuation. In order to approximate the expectations that would be reflected in a current market or negotiated exchange price for these options, the calculation takes into consideration factors like behavioural considerations and non-transferability of the options granted.

The fair value of the share options as at the date of the grant, using the Hull-White model, takes into account the following assumptions:

Date of grant 4 September 2007

Weighted average share price $0.15 Weighted average exercise price $0.13 Dividend yield expected 4.80% Risk-free annual interest rates 2.74% Volatility expected - determined by calculating the historical volatility of the Company’s share price over the previous 4 years. 38.90% Expected option term of years, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. 7.9 years

Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous 4 years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

24. Other reserves

Foreign Share currency Statutory option translation Group reserve reserve reserve Total $’000 $’000 $’000 $’000 At 1 January 2009 3,225 556 3,704 7,485 Foreign currency translation differences – – (4,000) (4,000) Share-based payments: Service provided (note 23) – 251 – 251 Transfer from retained earnings to statutory reserves 252 – – 252 At 31 December 2009 3,477 807 (296) 3,988 At 1 January 2008 2,883 136 (980) 2,039 Foreign currency translation differences – – 4,684 4,684 Share-based payments: Service provided (note 23) – 420 – 420 Transfer from retained earnings to statutory reserves 342 – – 342 At 31 December 2008 3,225 556 3,704 7,485 (a) (b)



24. Other reserves (cont’d)

Share option Company reserve $’000 At 1 January 2009 556 Share-based payments: Service provided (note 23) 251 At 31 December 2009 807 At 1 January 2008 136 Share-based payments: Service provided (note 23) 420 At 31 December 2008 556

(a) The subsidiaries incorporated in the People’s Republic of China (“PRC”) are required by the PRC regulations to appropriate 10% of the net profit after tax (after offsetting all recognised tax losses carried forward from previous financial years in accordance with the PRC Generally Accepted Accounting Principles) to statutory reserve. The appropriation to statutory reserve must be made before distribution of dividends to shareholders.

(b) The currency translation reserve accumulates all foreign exchange differences on translating the results and net assets of foreign operations during the year that the Group controls them.

All reserves classified on the face of the statement of financial position as retained earnings represents past accumulated earnings and are distributable. The other reserves are not available for cash dividends unless realised.

25. Other financial liabilities

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Non-current Bank loans (unsecured) 3,563 – 3,563 – Current Bank loans (secured) 4,952 4,745 – − Bank loans (unsecured) 26,641 27,755 16,561 19,992 Bank overdrafts (unsecured) – 2,178 – 1,224 Bills payable to banks (secured) 507 2,625 15 2,388 Subtotal 32,100 37,303 16,576 23,604 Total 35,663 37,303 20,139 23,604

The non-current portion is repayable as follows: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Due within 2 to 5 years 3,563 – 3,563 –

All the amounts are at floating interest rates.



25. Other financial liabilities (cont’d)

The range of floating interest rates paid were as follows: 2009 2008 Bank loans (secured) 5.25% to 5.10% 6.18% to 6.77% Bank loans (unsecured) 2.91% to 6.37% 2.35% to 8.96% Bank overdrafts (unsecured) 5.50% to 6.50% 5.50% to 6.25% Bills payable to banks (unsecured) 5.25% to 5.75% 2.82% to 5.75%

The bank agreements for certain of the bank loans, overdrafts and other credit facilities of the subsidiaries and the Company provide among other matters for the following:

i) Corporate guarantees provided by the Company;

ii) First legal charge and negative pledges on the borrowers’ properties; and

iii) Negative pledges on certain of the borrowers’ inventories.

26. Finance leases

Minimum Finance Present Group payments charges value $’000 $’000 $’000 2008 Minimum lease payments payable Due within one year 11 (4) 7 Due within 2 to 5 years 6 (2) 4 Total 17 (6) 11 Net book value of plant and equipment under finance leases 25

There was no outstanding finance lease as at 31 December 2009.

The average lease term for plant and equipment is 5 years. For the year ended 31 December 2008, the rate of interest for finance leases was about 11.6% per annum. There was an exposure to fair value interest risk because the interest rates were fixed at the contract date. All leases were on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The obligations under finance leases were secured by the lessor’s charge over the leased assets.

The carrying amount of the lease liabilities approximates the fair value.

27. Trade and other payables

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Trade payables External parties and accrued liabilities 24,301 26,660 11,854 14,884 Other payables Deposits received 42 59 20 20 Other payables 1,475 1,981 885 1,143 Subsidiaries (note 3) – – 331 111 Subtotal 1,517 2,040 1,236 1,274 Total trade and other payables 25,818 28,700 13,090 16,158



28. Financial instruments: Information on financial risks

28A. Classification of financial assets and liabilities

The following table summarises the carrying amount of financial assets and liabilities recorded at the end of the reporting year by FRS 39 categories:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Financial assets Cash and cash equivalents 10,726 5,920 3,464 2,011 Loans and receivables 31,660 33,935 23,866 23,029 Other financial assets 10 10 – – At end of the year 42,396 39,865 27,330 25,040 Financial liabilities Borrowings at amortised cost 35,663 37,314 20,139 23,604 Trade and other payables at amortised cost 25,776 28,641 13,070 16,138 At end of the year 61,439 65,955 33,209 39,742

Further quantitative disclosures are included throughout these financial statements.

There are no significant fair value measurements recognised in the statement of financial position of the Group and Company.

28B. Financial risk managementThe main purpose for holding or issuing financial instruments is to raise and manage the finances for the entity’s operating, investing and financing activities. There are exposures to the financial risks on the financial instruments such as credit risk, liquidity risk and market risk comprising interest rate, currency risk and price risk exposures. The management has certain practices for the management of financial risks and action to be taken in order to manage the financial risks. However, these are not formally documented in written form. The guidelines include the following:

i. Minimise interest rate, currency, credit and market risks for all kinds of transactions.ii. Maximise the use of “natural hedge”: favouring as much as possible the natural off-setting of sales and costs

and payables and receivables denominated in the same currency and therefore put in place hedging strategies only for the excess balance. The same strategy is pursued with regard to interest rate risk.

iii. All financial risk management activities are carried out and monitored by senior management staff.iv. All financial risk management activities are carried out following good market practices.

The Group is exposed to currency and interest rate risks. There are no arrangements to reduce such risk exposures through derivatives and other hedging instruments.

28C. Fair value of financial instruments stated at amortised cost in the statement of financial positionThe financial assets and financial liabilities at amortised cost are at a carrying amount that is a reasonable approximation of fair value.

28D. Credit risk on financial assetsFinancial assets that are potentially subject to concentrations of credit risk and failures by counter-parties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and receivables, and other financial assets. The maximum exposure to credit risk is: the total of the fair value of the financial instruments; the maximum amount the entity could have to pay if the guarantee is called on; and the full amount of any loan payable commitment at the end of the reporting year. Credit risk on cash balances with banks and any derivative financial instruments is limited because the counter-parties are entities with acceptable credit ratings.



28. Financial instruments: Information on financial risks (cont’d)

28D. Credit risk on financial assets (cont’d)

Credit risk on other financial assets is limited because the other parties are entities with acceptable credit ratings. For credit risk on receivables an ongoing credit evaluation is performed on the financial condition of the debtors and a loss from impairment is recognised in profit or loss. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management. There is no significant concentration of credit risk, as the exposure is spread over a large number of counter-parties and customers unless otherwise disclosed in the notes to the financial statements below.

All unencumbered bank deposits with the banks licensed by the Monetary Authority of Singapore are guaranteed by the Singapore Government until 31 December 2010. At the end of the reporting year, the balance with the banks in Singapore was $4,721,000.

As disclosed in note 21, cash and cash equivalents represent short term deposits with a less than 90 days maturity.

As part of the process of setting customer credit limits, different credit terms are used. The average credit period generally granted to trade receivable customers is about 30 to 120 days (2008: 30 to 120 days). But some customers take a longer period to settle the amounts.

(a) Ageing analysis of the age of trade receivable amounts that are past due as at the end of the reporting year but not impaired:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Less than 60 days 13,815 15,746 10,718 12,375 61 - 150 days 2,033 3,718 1,077 2,535 Over 150 days 78 289 1,671 – 15,926 19,753 13,466 14,910

(b) Ageing analysis as at the end of the reporting year of trade receivable amounts that are impaired:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Trade receivables Over 180 days 312 191 30 60

There is no maturity for other receivables (note 18), which are normally with no fixed terms and other financial assets (note 19), which represent equity shares.

Concentration of trade receivable customers as at the end of reporting year: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Top 1 customer 3,963 4,350 3,963 4,350 Top 2 customers 5,999 7,034 5,999 7,034 Top 3 customers 7,766 9,655 7,766 9,655




28E. Liquidity risk

The following table analyses non-derivate financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows):

Less than 1 – 3 Group 1 year years Total $’000 $’000 $’000 2009 Gross borrowings commitments 32,100 3,563 35,663 Trade and other payables 25,776 – 25,776 At end of the year 57,876 3,563 61,439

2008 Gross borrowings commitments 37,303 – 37,303 Gross finance lease obligations 11 6 17 Trade and other payables 28,641 – 28,641 At end of the year 65,955 6 65,961

Company

2009 Gross borrowings commitments 16,576 3,563 20,139 Trade and other payables 13,070 – 13,070 At end of the year 29,646 3,563 33,209

2008 Gross borrowings commitments 23,604 – 23,604 Trade and other payables 16,138 – 16,138 At end of the year 39,742 – 39,742

The following table shows the maturity analysis of the contingent liabilities:

Company 2009 2008 $’000 $’000 Bank guarantee in favour of a subsidiary 164 496 Financial guarantee contracts – in favour of subsidiaries 13,462 16,601 Undertaking to support subsidiaries with deficit 2,875 1,865 16,501 18,962

The expected maturity of the contingent liabilities is less than one year.

At the end of the reporting year no claims on the financial guarantees are expected.

The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The average credit period taken to settle non-related trade payables of the Group and Company ranges from 30 to 120 days (2008: 30 to 120 days). Apart from the classification of the assets in the statement of financial position, no further analysis is deemed necessary.




28E. Liquidity risk (cont’d)

The liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. It is expected that all the liabilities will be paid at their contractual maturity. In order to meet such cash commitments the operating activity is expected to generate sufficient cash inflows.

Bank facilities Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Undrawn borrowing facilities 46,819 32,560 42,647 25,769 Unused bank guarantees (unsecured) 5,537 1,303 5,537 893

The undrawn borrowing facilities are available for operating activities and to settle other commitments. Borrowing facilities are maintained to ensure funds are available for the budgeted operations.

28F. Interest rate riskThe interest rate risk exposure is mainly from changes in fixed rate and floating interest rates. The interest from financial assets including cash balances is not significant. The following table analyses the breakdown of the significant financial instruments (excluding derivatives) by type of interest rate:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Financial liabilities Fixed rate – 11 – – Floating rate 35,663 37,303 20,139 23,604 At end of the year 35,663 37,314 20,139 23,604

The floating rate debt obligations are with interest rates that are re-set regularly at one, three or six month intervals. The interest rates are disclosed in the respective notes.

The interest rates are disclosed in notes 25 and 26.

Sensitivity analysis Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000 A hypothetical increase in interest rates by 50 basis point would have an adverse effect on profit before tax of (228) (125) (169) (51) A hypothetical increase in interest rates by 100 basis point would have an adverse effect on profit before tax of (563) (216) (422) (128) A hypothetical increase in interest rates by 150 basis point would have an adverse effect on profit before tax of (803) (323) (579) (206) A hypothetical increase in interest rates by 200 basis point would have an adverse effect on profit before tax of (1,043) (403) (737) (283)




28F. Interest rate risk (cont’d)

The analysis has been performed separately for fixed interest rate financial liabilities and floating interest rate financial assets and liabilities. The impact of a change in interest rates on fixed interest rate financial instruments has been assessed in terms of changing of their fair value. The impact of a change in interest rates on floating interest rate financial instruments has been assessed in terms of changing of their cash flows and therefore in terms of the impact on net expenses. The hypothetical changes in basis points are not based on observable market date (unobservable inputs).

28G. Foreign currency risk

Analysis of the Group and the Company’s financial assets and liabilities denominated in non-functional currency: Cash and Trade cash and other Group equivalents receivables Total $’000 $’000 $’000 ` Financial assets United States Dollar 3,351 8,607 11,958 Chinese Renminbi – 12,038 12,038 Others 85 561 646 At 31 December 2009 3,436 21,206 24,642

United States Dollar 2,009 9,932 11,941 Chinese Renminbi 2,819 10,167 12,986 Others 919 1,536 2,455 At 31 December 2008 5,747 21,635 27,382 Trade and other Group Borrowings receivables Total $’000 $’000 $’000

Financial liabilitiesUnited States Dollar – 5,451 5,451Chinese Renminbi 10,232 10,696 20,928Others – 280 280At 31 December 2009 10,232 16,427 26,659 United States Dollar 2,514 9,441 11,955Chinese Renminbi 5,848 11,162 17,010Others – 525 525At 31 December 2008 8,362 21,128 29,490

Cash and Trade cash and other Company equivalents receivables Total $’000 $’000 $’000 Financial assets United States Dollar 2,343 9,717 12,060 Others 11 – 11 At 31 December 2009 2,354 9,717 12,071

United States Dollar 1,865 10,214 12,079 Chinese Renminbi – 341 341 Others 15 – 15 At 31 December 2008 1,880 10,555 12,435




28G. Foreign currency risk (cont’d)

Trade and Company Borrowings other payables Total $’000 $’000 $’000 Financial liabilities United States Dollar – 5,714 5,714 Chinese Renminbi – 11 11 At 31 December 2009 – 5,725 5,725

United States Dollar 2,504 9,437 11,941 Chinese Renminbi – 2 2 At 31 December 2008 2,504 9,439 11,943

There is exposure to foreign currency risk as part of its normal business.

Sensitivity analysis: Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

A hypothetical 10% increase in the exchange rate of the functional currency $ against all other currencies would have a favourable/ (adverse) effect on profit before tax of 202 211 (635) (49)A hypothetical 10% increase in the exchange rate of the functional currency $ against the US$ would have a favourable/ (adverse) effect on profit before tax of (651) 1 (636) (14)A hypothetical 10% increase in the exchange rate of the functional currency $ against the Chinese Renminbi would have a favourable/ (adverse) effect on profit

before tax of 889 402 1 (34)

The analysis was carried out on the basis that there is no hedged transaction.

The hypothetical changes in exchange rates are not based on observable market data (unobservable inputs). The sensitivity analysis is disclosed for each currency to which the entity has significant exposure. The analysis above has been carried out on the following basis that there are no hedged transactions.

In management’s opinion, the above sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposures do not reflect the exposures during the year.

28H. Equity price riskThere are investments in quoted equity shares or similar instruments. As at end of the reporting year, some equity shares were held in companies listed on stock exchanges (see note 19). As a result, such investments are exposed to both currency risk and changes in fair value risk. The fair values of those assets as at the end of the reporting year are disclosed in note 19.

Sensitivity analysis: The effect on profit before tax is not significant.



29. Capital commitments

Estimated amounts committed at the end of the reporting year for future capital expenditure but not recognised in the financial statements are as follows:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Commitments to purchase plant and equipment 473 128 – –

30. Operating lease payment commitments

At the end of the reporting year the total of future minimum lease payment commitments under non-cancellable operating leases are as follows:

Group Company 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Not later than one year 1,081 815 401 442 Later than one year and not later than five years 1,388 1,514 723 776 Later than five years 8,421 8,056 5,924 5,765 Rental expenses for the year 1,250 729 453 352

Operating lease payments represent rentals payable by the Company and subsidiaries for leasehold land, certain factory properties and office equipment. The lease rental terms for the leasehold land and factory properties are negotiated for a term of 3 to 60 years and rentals are subject to an escalation clause but the amount of the rent increase is not expected to exceed a certain percentage.

31. Changes and adoption of financial reporting standards

For the year ended 31 December 2009 the following new or revised Singapore Financial Reporting Standards were adopted. The new or revised standards did not require any material modification of the measurement method or the presentation in the financial statements.

FRS no. Title FRS 1 Presentation of Financial Statements (Revised)FRS 18 Revenue (Amendments to)FRS 23 Borrowing Costs (Amendments to)FRS 32 Financial Instruments: Presentation and FRS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation (Amendments to)FRS 102 Share-based Payment – Vesting Conditions and Cancellations (Amendments to)FRS 107 Financial Instruments: Disclosures (Amendments to)FRS 108 Operating Segments INT FRS 109 Reassessment of Embedded Derivatives and FRS 39 Financial Instruments: Recognition and Measurement – Embedded Derivatives (Amendments to)INT FRS 113 Customer Loyalty Programs (*)INT FRS 116 Hedges of a Net Investment in a Foreign Operation (*)INT FRS 117 Distributions of Non-cash Assets to Owners (*)INT FRS 118 Transfers of Assets from Customers (*) Not relevant to the entity.



31. Changes and adoption of financial reporting standards (cont’d)

The main objective of revising FRS 1 was to aggregate information in the financial statements on the basis of shared characteristics. All owner changes in equity is presented in the statement of changes in equity, separately from non-owner changes in equity. It does not change the recognition, measurement or disclosure of specific transactions and other events required by other FRSs. It introduces a requirement to include in a complete set of financial statements, a statement of financial position as at the beginning of the earliest comparative period whenever the entity retrospectively applies an accounting policy or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements.

32. Future changes in financial reporting standards

The following new or revised Singapore Financial Reporting Standards that have been issued will be effective in future. The transfer to the new or revised standards from the effective dates is not expected to result in material adjustments to the financial position, results of operations, or cash flows for the following year.

Effective date for periods beginning

FRS no. Title on or after FRS 27 Consolidated and Separate Financial Statements (Amendments to) 01.07.2009FRS 38 Intangible Assets (Amendments to) 01.07.2009FRS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Item (Amendments to) (*) 01.07.2009FRS 102 Share-based Payment (Amendments to) 01.07.2009FRS 103 Business Combinations (Revised) 01.07.2009FRS 105 Non-current Assets Held for Sale and Discontinued Operations (Amendments to) 01.07.2009INT FRS 109 Reassessment of Embedded Derivatives (Amendments to) (*) 01.07.2009INT FRS 116 Hedges of a Net Investment in a Foreign Operation (Amendments to) (*) 01.07.2009INT FRS 117 Distributions of Non-cash Assets to Owners 01.07.2009INT FRS 118 Transfers of Assets from Customers (*) 01.07.2009FRS 1 Presentation of Financial Statements (Amendments to) 01.01.2010FRS 7 Statement of Cash Flows (Amendments to) 01.01.2010FRS 17 Leases (Amendments to) 01.01.2010FRS 36 Impairment of Assets (Amendments to) 01.01.2010FRS 39 Financial Instruments: Recognition and Measurement (Amendments to) 01.01.2010FRS 105 Non-current Assets Held for Sale and Discontinued Operations (Amendments to) 01.01.2010FRS 108 Operating Segments (Amendments to) 01.01.2010 (*) Not relevant to the entity.



PROPERTIES OWNED BY THE GROUP

Description / location Gross floor area (Sqm) Tenure of land 2 storey office and factory building 15,087 60 years leasehold property No. 7 Benoi Sector, with effect from 1990Singapore 629842

2 storey office and factory building 3,247 99 years leasehold property No. 521, Yishun Industrial Park A, with effect from 1989Singapore 768738

3 storey office and factory building 8,000 50 years leasehold property No. 429, Li Hang Road, with effect from 1999Pudong Wang qiao Industrial Park New Area, Shanghai, People’s Republic of China 201200

2 storey office and factory building 4,972 25 years leasehold property No. 77, Zhu Yuan West Road, with effect from 1993Min Hang Zone, Pu Jiang District,Shanghai, People’s Republic of China 201112

Single storey office, factory and dormitory building 21,190 50 years leasehold property Dong Jiang Industrial Zone, with effect from 1995Shui Kou Zhen, Huizhou, People’s Republic of China 516255

6 storey dormitory building 574 20 years leasehold property No. 14, 6th Floor Fa Tou West, with effect from 19993 Mile District, Chaoyang District,Beijing Province, People’s Republic of China 100023

2 storey factory building 20,000 50 years leasehold property No. 30, Langfang Economic Tech Dev. Zone, with effect from 2001Hebei Province, People’s Republic of China 065001


STATISTICS OF SHAREHOLDINGSAs at 19 March 2010

Share CapitalIssued and paid-up share capital : S$45,289,431Number of shares : 181,878,000 ordinary sharesClass of Shares : Ordinary sharesVoting Rights : 1 vote per ordinary share

Analysis Of Shareholdings By Range As At 19 March 2010 Number Of Number OfSize Of Holdings Shareholders % Shares % 1 to 999 173 4.34 99,283 0.061,000 to 10,000 2,863 71.81 12,895,750 7.0910,001 to 1,000,000 941 23.60 46,075,448 25.331,000,001 and above 10 0.25 122,807,519 67.52Total 3,987 100.00 181,878,000 100.00

Based on the information available to the Company as at 19 March 2010, approximately 46% of the issued ordinary shares of the Company is held by the public and thereafter, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited is complied with.

Top Twenty Shareholders As At 19 March 2010 No. Name Of Shareholders Number Of Shares %

1 CIMB-GK Securities Pte. Ltd. 73,515,533 40.42

2 Ng Chok Say 24,188,017 13.30

3 United Overseas Bank Nominees Pte Ltd 8,113,469 4.46

4 DBS Nominees Pte Ltd 6,787,000 3.73

5 OCBC Nominees Singapore Pte Ltd 3,464,250 1.91

6 Putra Pacific Holdings Pte Ltd 1,995,000 1.10

7 UOB Kay Hian Pte Ltd 1,315,000 0.72

8 Siew Huay Ching (Xiao Huiqing) 1,244,000 0.68

9 Wang Wang Chew 1,174,000 0.65

10 Lee Khee Hwa 1,011,250 0.56

11 Cheng Ngan Yoke Mrs Emily Fong 1,000,000 0.55

12 Phillip Securities Pte Ltd 928,765 0.51

13 Cheng Eng Huat 820,000 0.45

14 Kok Hwa Investment Pte Ltd 704,000 0.39

15 Yap Kong 669,000 0.37

16 Tan Sok Keng 663,000 0.36

17 Kim Eng Securities Pte. Ltd. 616,000 0.34

18 Citibank Nominees Singapore Pte Ltd 605,500 0.33

19 Tan Chaw @ Tan Kow Tee 600,000 0.33

20 Chai Teck Chian 586,500 0.32

Total 130,000,284 71.48



Number of Number of Percentage of

Shares Shares Issued Shares

Substantial Shareholder Direct Interest Indirect Interest

Ng Chok Say 24,188,017 – 13.30%

SMP Investments (S) Pte Ltd (“SMPI”) 73,246,133 – 40.27%

Rainbow Light Limited – 73,246,133 40.27%

Thurloe Limited – 73,246,133 40.27%

Wuthelam Holdings Limited – 73,246,133 40.27%

Nipsea Holdings International Ltd – 73,246,133 40.27%

Nipsea Chemical Co., Ltd (SK) – 73,246,133 40.27%

Nipsea Chemical (Shanghai) Co Ltd – 73,246,133 40.27%

Exim 66 Enterprise Pte Ltd – 73,246,133 40.27%

Nippon Paint Philippines Inc – 73,246,133 40.27%

Nipsea Holdings (M’sia) Sdn Bhd (in liquidation) – 73,246,133 40.27%

Nippon Paint (Thailand) Co Ltd – 73,246,133 40.27%

Nippon Paint (Singapore) Co Pte Ltd – 73,246,133 40.27%

Nippon Paint (Vietnam) Co Ltd – 73,246,133 40.27%

Hua Joo Seng Enterprise Bhd – 73,246,133 40.27%

Nippon Paint (M’sia) Sdn Bhd – 73,246,133 40.27%

Nipsea Hardware (M) Sdn Bhd – 73,246,133 40.27%

Regional Business Publication Sdn Bhd – 73,246,133 40.27%

quality Polymer Sdn Bhd – 73,246,133 40.27%

Desa Baiduri Sdn Bhd – 73,246,133 40.27%

Paint Marketing Co (M) Sdn Bhd – 73,246,133 40.27%

Nipsea Pte Ltd – 73,246,133 40.27%

Nippon Paint (China) Co Ltd – 73,246,133 40.27%

Nippon Paint (HK) Ltd – 73,246,133 40.27%

Langfang Nippon Paint Co Ltd – 73,246,133 40.27%

Suzhou Nippon Paint Yashili Co Ltd – 73,246,133 40.27%

Guangzhou Nippon Paint Co Ltd – 73,246,133 40.27%

Nippon Paint Guangdong Co Ltd – 73,246,133 40.27%

Wuthelam International Investment Ltd – 73,246,133 40.27%

Wuthelam Industries (S) Pte Ltd

(in members’ voluntary liquidation) – 73,246,133 40.27%

Delteq (M) Sdn Bhd – 73,246,133 40.27%

Wuthelam Holdings Pte Ltd – 73,246,133 40.27%

Nipsea Technologies Pte Ltd – 73,246,133 40.27%

PCTS Specialty Chemicals Pte Ltd – 73,246,133 40.27%

Jonesworld Industries Ltd – 73,246,133 40.27%

Ritsuji Co Ltd – 73,246,133 40.27%

Castle Development Pte Ltd – 73,246,133 40.27%

Yenom Holdings Pte Ltd – 73,246,133 40.27%

Yenom Industries Pte Ltd – 73,246,133 40.27%

Yenom Labelstocks Pty Ltd – 73,246,133 40.27%

Yenom (Thailand) Co Ltd – 73,246,133 40.27%

Yenom Industries Malaysia Sdn Bhd – 73,246,133 40.27%

Sea Farer Venture Pte Ltd – 73,246,133 40.27%


Number of Number of Percentage of

Shares Shares Issued Shares

Substantial Shareholder Direct Interest Indirect Interest

Yenomland Pte Ltd – 73,246,133 40.27%

Eastside Development Pte Ltd – 73,246,133 40.27%

Northland Industries Pte Ltd – 73,246,133 40.27%

Red Star Development Ltd – 73,246,133 40.27%

Skyland Venture Ltd – 73,246,133 40.27%

Paint Marketing Co Philippines Inc – 73,246,133 40.27%

PMC (TU) Inc – 73,246,133 40.27%

First Industries Corp – 73,246,133 40.27%

Wigetworks Pte Limited – 73,246,133 40.27%

Nippon Paint (Chongqing) Chemical Co Ltd – 73,246,133 40.27%

Suzhou Nippon Paint Ltd – 73,246,133 40.27%

Yenom Labelstocks Pty (Sydney) Ltd – 73,246,133 40.27%

Epimetheus Limited – 73,246,133 40.27%



NOTICE IS HEREBY GIVEN that the Thirty First Annual General Meeting of Superior Multi-Packaging Limited will be held at 7 Benoi Sector, Singapore 629842 on Monday, 26 April 2010 at 2.30 p.m. to transact the following business:

AS ORDINARY BUSINESS1. To receive and adopt the audited financial statements, the reports of the Directors and of the Auditors for the year

ended 31 December 2009.

2. To declare a first and final tax exempt one tier dividend of S$0.003 per ordinary share for the year ended 31 December 2009.

3. To re-elect the following Directors:

(a) Mr Goh Hup Jin, retiring by rotation pursuant to Article 91 of the Company's Articles of Association.

(b) Prof Tan Chin Tiong, retiring by rotation pursuant to Article 91 of the Company's Articles of Association.

4. To re-appoint Mr Ong Chow Hong as Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Cap. 50.

5. To approve the payment of S$312,500/- as Directors’ Fees for the year ending 31 December 2010.

6. To re-appoint RSM Chio Lim LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESSTo consider and if thought fit, to pass the following Ordinary Resolutions:

7. Authority to grant options and issue shares pursuant to the exercise of options under the Superior Multi-Packaging (2001) Executives' Share Option Scheme (the “2001 Scheme”)

“That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the 2001 Scheme (“Options”) and to allot and issue from time to time such number of ordinary shares of the Company (“Shares”) as may be required to be issued pursuant to the exercise of the Options under the 2001 Scheme provided always that the aggregate number of Shares to be issued pursuant to the 2001 Scheme shall not exceed 15% of the total number of issued shares (excluding treasury shares) of the Company from time to time.”

8. Authority to Issue Shares

“That pursuant to Section 161 of the Companies Act, and the listing rules of the SGX-ST, approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to:

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

(ii) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares;

(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and

NOTICE OF ANNUAL GENERAL MEETING


(b) (notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force,

provided always 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% of the total number of issued shares excluding treasury shares, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares excluding treasury shares, and for the purpose of this Resolution, the total number of issued shares excluding treasury shares shall be the Company’s total number of issued shares excluding treasury shares at the time this Resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent bonus issues, consolidation or subdivision of shares;

(2) the 50% limit in sub-paragraph (1) above may be increased to 100% for issues of shares and/ or Instruments by way of a renounceable rights issue where shareholders of the Company are entitled to participate in the same on a pro-rata basis;

(3) in exercising the authority conferred by this Resolution, the Directors shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company; and

(4) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”

9. Discount Limit for Share Placement

“That subject to and conditional upon the passing of Resolution 8 above, approval be and is hereby given to the Directors of the Company at any time to allot and issue shares (other than on a pro-rata basis to shareholders of the Company) at an issue price which shall be determined by the Directors of the Company in their absolute discretion provided that such price shall not represent a discount of more than 20% to the weighted average price per share for trades done on the SGX-ST (as determined in accordance with the requirements of SGX-ST).”

10. Renewal of Shareholders’ Mandate for Interested Person Transactions

“That:

(i) approval be and is hereby given for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries, its target associated companies and corporations which become the Company’s subsidiaries or target associated companies (the “Group”) or any of them to enter into any of the transactions falling within the types of Interested Person Transactions as described in the Appendix with any party who is of the class of Interested Persons as described in the Appendix provided that such transactions are made on an arm’s length basis and on normal commercial terms and in accordance with the review procedures for such Interested Person Transactions as set out in the Appendix (the “Shareholders’ Mandate”);



(ii) the Shareholders’ Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and

(iii) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Shareholders’ Mandate and/ or this Resolution.”

11. To transact any other business that may be transacted at an Annual General Meeting.

BY ORDER OF THE BOARD

Juliana Lee Kim LianLiew Meng Ling Company Secretaries

9 April 2010 Singapore

NOTICE OF BOOKS CLOSURE

NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 5 May 2010 for the preparation of dividend warrants. Duly completed transfers received by the Company's Share Registrar, M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore 068906, up to 5.00 p.m. on 4 May 2010 will be registered before entitlements to the proposed dividend are determined. Payment of the dividend, if approved by shareholders at the Annual General Meeting, will be paid on 13 May 2010.

Notes:

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

2. The instrument appointing the proxy must be lodged at 7 Benoi Sector, Singapore 629842, not less than 48 hours before the time set for holding the Annual General Meeting.

Explanatory Notes :

1. Prof Tan Chin Tiong, if re-elected, will remain as the Non-Executive Chairman of the Company and the Chairman of the Executive Committee and Nominating Committee. Prof Tan is considered to be an independent Director pursuant to Rule 704(8) of the Singapore Exchange Securities Trading Limited’s Listing Manual.

2. Mr Ong Chow Hong, if re-elected, will remain as the Chairman of Audit Committee and a member of the Nominating Committee. Mr Ong is considered to be an Independent Director pursuant to Rule 704(8) of the Singapore Exchange Securities Trading Limited’s Listing Manual.

3. The Ordinary Resolution proposed in item 7 above, if passed, will empower the Directors of the Company to grant

options and issue shares in the capital of the Company pursuant to the exercise of the options under the Superior Multi-Packaging (2001) Executives' Share Option Scheme up to an amount in aggregate not exceeding 15% of the issued shares (excluding treasury shares) of the Company.



4. (i) The Ordinary Resolution proposed in item 8 is to authorise the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company of which (a) the aggregate number of shares (including shares to be issued in pursuance of convertible securities granted) by way of a rights issue does not exceed 100% of the total number of issued shares excluding treasury shares, (b) the aggregate number of shares (including shares to be issued in pursuance of convertible securities granted) to be issued on a pro-rata but non-renounceable basis to shareholders of the Company does not exceed 50% of the total number of issued shares excluding treasury shares, and (c) the aggregate number of shares (including shares to be issued in pursuance of convertible securities granted) to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares excluding treasury shares.

(ii) The increased limit of up to 100% for renounceable rights issue will be effective up to 31 December 2010 pursuant to SGX-ST’s notification dated 19 February 2009 and the increased limit is subject to the conditions that the issuer makes periodic announcements on the use of the proceeds as and when the funds are materially disbursed and provides a status report on the use of proceeds in the annual report.

5. The Ordinary Resolution proposed in item 9 is to authorise the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to undertake share placements pursuant to the general share issue mandate proposed in Ordinary Resolution 8 at a discount not exceeding 20% of the weighted average trading price. The increase in the discount limit of up to 20% for the issue of shares on a non pro-rata issue basis is effective up to 31 December 2010 pursuant to SGX-ST’s notification dated 19 February 2009.

6. The Ordinary Resolution proposed in item 10 above, if passed, will renew the mandate given by Shareholders on 27 April 2009 allowing the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited) or any of them, to enter into transactions with interested persons as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited. Please refer to the Appendix to this Notice of Annual General Meeting for details.


PROXY FORM SUPERIOR MULTI-PACKAGING LIMITED(Registration No. 197902249R)

(Incorporated in the Republic of Singapore)

For investors who have used their CPF monies to buy shares in the capital of Superior Multi-Packaging Limited, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

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.

CPF investors who wish to attend the Annual General Meeting as OBSERVERS have to submit their requests through their respective Agent Banks so that their Agent Banks may register, in the required format with the Company’s Registrar. (Please see note No. 8 overleaf ).

I/We, ___________________________________________________________________________________________________

of ______________________________________________________________________________________________________

being a Member/ Members of the above named Company, hereby appoint:

and/ or (delete as appropriate)

as my/ our proxy/ proxies to attend and vote for me/ us on my/ our behalf and, if necessary, to demand a poll at the Thirty-First Annual General Meeting of the Company to be held at 7 Benoi Sector, Singapore 629842 on Monday, 26 April 2010 and at any adjournment thereof in the manner indicated below:

(Please indicate with a cross (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 Annual General Meeting. In the absence of specific directions, your proxy may vote or abstain as he/ she thinks fit.)

Signed this __________________ day of __________________ 2010

________________________________________Signature(s) of Member(s) (A corporation, if applicable, must also affix its common seal here.)

No. Resolution For Against

1 Adoption of Accounts

2 Declaration of final dividend

3(a) To re-elect Mr Goh Hup Jin, a Director retiring by rotation under Article 91

3(b) To re-elect Prof Tan Chin Tiong, a Director retiring by rotation under Article 91

4 To re-elect Mr Ong Chow Hong, a Director retiring pursuant to Section 153(6) of the Companies Act, Cap. 50

5 Approval of Directors’ Fees for the year ending 31 December 2010

6 Re-appointment of RSM Chio Lim LLP as Auditors

7 Authority to grant options and issue shares pursuant to the Superior Multi- Packaging (2001) Executives’ Share Option Scheme

8 Authority to issue shares

9 Discount Limit for Share Placement

10 Renewal of Shareholders’ Mandate

Name Address NRIC/ Passport Number

Proportion of Shareholdings %

Number of Shares Held

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

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

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

3. The instrument appointing a proxy or proxies must be deposited at the Company's place of business at 7 Benoi Sector, Singapore 629842, not less than 48 hours before the time set for the Meeting.

4. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion (expressed as a percentage of the whole) of his shareholdings to be represented by each proxy.

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 any officer or attorney duly authorised.

6. A corporation which is a Member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50.

7. The Company shall be entitled to reject this instrument of proxy 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 this instrument of proxy. In addition, in the case of Members whose shares are deposited with The Central Depository (Pte) Limited (“CDP”), the Company may reject any instrument of proxy lodged if such Member is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time set for holding the Meeting as certified by CDP to the Company.

8. Agent Banks acting on the request of the CPF Investors who wish to attend the meeting as Observers are required to submit in writing, a list with details of the investors' names, NRIC/ Passport numbers, addresses and number of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach the Company's Registrar, M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore 068906, at least 48 hours before the time appointed for holding the Annual General Meeting.

CONTENTS

2Corporate Profile

3Group Financial Highlights

4Regional Footprint

6Chairman’s Statement

8Operation Review

12Board of Directors

16Management Team

17Financial Statements

To become a regional leader in the manufacturing of metal and flexible packaging through product and service

excellence, continuous process improvements, and research in new technologies.

Our COrpOrate CredO

Board of directors

Prof Tan Chin Tiong (Non-Executive Chairman)Mr Ng Chok Say (Deputy Chairman)Mr Wang Gee Hock (Chief Executive Officer)Mr Goh Hup JinMr Ong Chow Hong Mr Tay Puan Siong Assoc Prof Loh Han Tong Ms Ng Lay Leng (Alternate Director to Mr Ng Chok Say)

executive Committee

Prof Tan Chin Tiong (Chairman)Mr Ng Chok Say Mr Wang Gee Hock

audit Committee

Mr Ong Chow Hong (Chairman)Mr Tay Puan Siong Assoc Prof Loh Han Tong

Nominating Committee

Prof Tan Chin Tiong (Chairman)Mr Goh Hup JinMr Ong Chow Hong

executive resource &

Compensation Committee

Mr Tay Puan Siong (Chairman)Mr Goh Hup JinAssoc Prof Loh Han Tong

Joint Company Secretaries

Ms Juliana Lee Kim LianMs Liew Meng Ling

registrar and Share transfer Officer

M & C Services Private Limited138 Robinson Road #17-00The Corporate OfficeSingapore 068906Tel: 6227 6660

registered Office

3 Shenton Way #07-01 Shenton HouseSingapore 068805 Tel: 6323 7481Fax: 6323 0922

Company Registeration No. 197902249R

Main Bankers

Oversea-Chinese Banking Corporation LtdABN AMRO Bank N.V., Singapore BranchUnited Overseas Bank LtdDBS Bank LtdMalayan Banking Berhad

auditor

RSM Chio Lim LLPCertified Public Accountants Singapore(Partner In Charge: Mr Ng Thiam Soon)With effect from financial year ended 2005

CORPORATE INFORMATION

SUPERIOR MULTI-PACKAGING LIMITEDANNUAL REPORT 2009

STAYING ON TRACK

Registration No. 197902249R

7 Benoi Sector, Singapore 629842Tel: +65 6268 3933 Fax: +65 6265 7151 www.smpl.com.sg

SUPERIO

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Documents

STAYING ON TRACK · 1.28 cents for FY2009 compared to 1.14 cents a year ago. Sustained Growth Momentum We aim to build on the Group’s 2H2009 growth momentum and achieve a stronger